Contracts

Understanding Contract Terms (post 2): Indemnification

Last week we started a new contracts series where we explore common terms you see in various contracts and break them down so you can understand exactly what the term means, and its role in your contract. Today’s post will look into the definition of indemnification.

Webster’s Dictionary defines indemnification as “the action of indemnifying” or “the condition of being indemnified,” which is far from helpful. To indemnify is to “secure against hurt, loss, or damage.” Now we’re getting somewhere.

In simple terms, a typical indemnification clause allows you to seek reimbursement for money that you are forced to pay to a third party as a result of injuries or property loss caused by another person’s actions. For example, let’s say that...

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Contracts

Understanding Contract Terms (post 1): Goodwill

In a new series on the iVLG blog, we’ll take common terms you see in various contracts and break them down so you can understand what exactly the term means, and its role in your contract. In today’s post, we’ll look into the definition of goodwill.

Webster’s Dictionary defines goodwill (in terms of business) as:

(1) the favor or advantage that a business has acquired especially through its brands and its good reputation (2) : the value of projected earnings increases of a business especially as part of its purchase price (3) : the excess of the purchase price of a company over its book value which represents the value of goodwill as an intangible asset for accounting purposes

Successful businesses build a strong brand name, good...

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Contracts

Taking Advantage of the Portability Rules for Estate-Tax Exemptions

Many people avoid the estate planning discussion for a variety of reasons—no one wants to think about dying, many are reluctant to analyze personal financials and assets, and with so many changes scheduled to occur in early 2013, why not just wait? The excuses are never-ending. The bottom line is that at some point we will pass away, and at that time, what will happen to your estate? What are the estate-tax consequences of passing your assets to your loved ones?

Today’s post highlights a way that couples can maximize federal estate-tax savings without costly predeath estate planning. The IRS issued guidance in June for an estate-tax law that Congress passed in late 2010.

The Problem Currently, an individual’s estate is exempt from...

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Contracts

Is a Living Will right for you?

A Wall Street Journal article discussed the often ineffective nature of a living will. A living will is a document that details your wishes for medical treatment and life-sustaining or prolonging procedures. The problem with these simple documents is that spelling out medical treatment has become increasingly difficult due to advances in life-saving technology, and doctors’ increasing inability to accurately predict quality of life or consequences of certain medical procedures. Today’s post details the basics of a living will, and explores some of the advantages and disadvantages of not having a living will.

What is a Living Will? The living will is the oldest form of an advanced healthcare directive, or document that directs your representative how to make decisions regarding your...

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Contracts

HIPAA Documentation Requirements and 8 Considerations for Business Owners

In this last installment of our series on HIPAA compliance and best practices for your business, we’ve detailed the documentation requirements and 8 important considerations every business owner should think about.

Does HIPAA require any specific documents? As discussed in previous posts, HIPAA provides for a number of “best practices” which include various documents that you should use to help avoid HIPAA violations. Any documents containing protected health information or policies that govern your use and disclosure of protected health information should be stored, either in written or electronic format, for a period of 6 years.

The following is a list of documents you should consider using in your business in order to avoid any inadvertent disclosure or use of protected health information....

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Contracts

Social Media Legal Issues: (Post Number 7): Protect Your Business from Rogue Social Media Contracts

Business owners and their employees often deal with contractual relationships in the course of running almost every type of business.

Though lawyers almost always advise against it, business people often form unwritten “handshake” deals with partners, suppliers, competitors, and customers. Many an unscrupulous business person has been “saved” by the fact that the deal to which he agreed was not in writing. Similarly, many managers have been “saved” by the fact that the oral promises their employees made were not easily enforceable.

The age of social media, for better or for worse, will make it more difficult for business owners who do not properly educate themselves and their employees regarding “contracts” to evade the consequences of thoughtless agreements. And thoughtless agreements will...

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Contracts

Best Practices for Hiring and Managing an Independent Contractor

Today, the use of independent contractors is becoming more and more prevalent. As jobs began to disappear in 2008, unemployed professionals decided to jump into the freelance waters and try their luck. As business try to stay lean, they have substituted a large staff of employees with independent contractors from a variety of industries. The nature of independent contractors involves work done outside the office, which can be difficult to oversee. Today’s post is aimed at giving you tips for how to manage your independent contractors.

Take Time to Hire the Right Person Many of issues that business owners face when working with independent contractors can be avoided by taking more time during the hiring process. Instead of hiring the first seemingly...

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Contracts

An Important Step to Drafting Clear, Concise Contracts: Understanding “Representations and Warranties”

Think back to the last time you read a contract. You may have noticed the phrase “representations and warranties” or “represents and warrants” a dozen or so times and, perhaps, you thought how do these terms differ, and is it redundant to use both terms? Both representations and warranties are functionally the same, especially in this day and age. In this post we’ll define representations and warranties, and inform you why the traditional use of both terms in your contract may no longer be the best practice.

Understanding the Terms First, let’s explore the legal definitions and examples of each term, representation and warranty.

Black’s Law Dictionary defines “representation” as a statement of fact which was made to induce another to enter into...

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Contracts

Trusts: An Attractive Estate Planning and Asset Management Alternative

Not Just a Tool For the Wealthy One common estate planning misconception about trusts is that they are instruments used by and designed only for wealthy folks. While commonly used by wealthy individuals, trusts can be an important estate planning and asset management tool that can be used by any individual who is seeking to maximize asset protection and minimize estate taxes. Depending on your objectives, a trust can be one of the simplest ways to ensure your estate, no matter what size, is properly distributed according to your wishes. Today’s article will focus on some common types of trusts and the estate planning basics of each.

Trusts For Estate Planning I’ll begin today’s post by revisiting some of the basic concepts of...

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Contracts

Getting to Know Your Employment Agreement: Details on the Key Provisions of a Standard Employment Contract

Your company is ready to hire an employee. You searched the internet for free employment agreements. You finally found one you’d like to use. Here’s the problem: you don’t understand what every term of the employment agreement means and, more importantly, how those terms are going to affect your business moving forward. Luckily, we’ve boiled down some of the key features of a standard employment agreement for you in this article.

Most employment agreements will include provisions that detail the employee’s duties, term of employment, salary, employment start date, and any included benefits of the job. In addition to these employee-specific provisions, there are additional provisions that most employment agreements include, such as:

Confidentiality: this provision requires your new employee to agree...

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