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Entries in Technology Attorney (4)

Wednesday
Jul082009

Internet Attorney - A Checklist for Internet Start-ups

Internet start-ups are a lot like traditional, brick and mortar businesses.  The require all of the same things I listed here. There are also some unique matters that must be attended to when starting and operating and Internet Business.  Below is a checklist of some of the things every Internet start up should have.

  • A properly organized corporate entity.  Just because you are doing business on the Internet does not mean you are free from the liability concerns of traditional businesses. Make sure you form an entity through which to do business and adhere to corporate formalities.
  • A plan to protect your intellectual property.  This should include proper registrations of copyrights, trademarks and patents.  It should also include the use of confidentiality, nondisclosure, and invention assignment agreements. There should also be clear, conspicuous notices of your intellectual property rights. 
  • Properly drafted Terms of Use and Privacy Policy for your website.  This is an important step for traditional businesses who's website is merely complimentary to the bricks and mortar.  It is a vital and even more important step for an Internet business.  Don't rely on cutting and pasting from another site - that is just a bad idea.
  • If you are an SaaS provider, make sure you SaaS agreement is bullet proof.  Don't try to do this on your own!  You not only need to make sure the provisions in the agreement are sound, but you also need to make sure that you have a valid acceptance of the agreement by the end user.
  • Make sure you have carefully reviewed any development agreements.  Among other things, this needs to be reviewed VERY CAREFULLY to ensure the scope of the project, developer obligations, warranties and most importantly intellectual property ownership are all adequately spelled out in the agreement.

This list is, of course, not inclusive.  You should consult with an Internet Start Up Attorney prior to and during the operation of your Internet start up business.

 

Tuesday
Jul072009

An Internet Start-up Attorney - Advising Internet Start-Ups

About 10 years ago, during the Web 1.0 dot-com boom, I co-founded an Internet start-up.  For 3 years I raised capital, hired employees, developed web applications, and did everything else necessary to operate the business.  My experience as an Internet entrepreneur has been invaluable for the portion of my practice that focuses on Internet start ups.  I am a firm believer that specialized experience prior to practicing law allows an attorney to provide real value to clients - beyond just rendering legal advice.  My Internet start-up clients also seem to appreciate the "been there - done that" aspect of my background.

If you have an Internet start-up, contact me  to speak with an Interent start-up attorney that has a practical understanding of your business and the legal issues it faces.

Tuesday
Jun302009

10 Things Every Lawyer (and non-lawyer) Should Know About Legal SaaS

My solo business and technology law practice is almost completely dependant on SaaS - I run very few applications on my laptop other than a browser - which of course is how I access the many SaaS applications that I use.  The heart and soul of those SaaS applications is Clio - a super slick practice management tool that saves me all kinds of time keeping tabs on my practice.  I am a big fan of the people at GoClio - but it goes beyond just the fact that I love the Clio application. The Clio blog has an excellent series of postings that anyone (lawyers, non-lawyers...anyone) interested in the ever growing SaaS field should read. Below is a listing and summary of each post in the 10 part series on SaaS:

 

  • Part 1: What is Software-as-a-Service?A discussion of what exactly Software-as-a-Service is, and how it compares to the more traditional desktop computing model.
  • Part 2: Why (Or Why Not) Choose a SaaS Solution?Why SaaS offers compelling advantages over traditional desktop software solutions, and some of the compromises that have to be considered.
  • Part 3: Why Web-Based Practice Management?Why Software-as-a-Service is a perfect fit for practice management, particularly for solos and small firms.
  • Part 4: Security.An outline key concepts and terminology for web-based security, including SSL, server security, client security, and password security.
  • Part 5: Privacy.What you should be looking for in a web site’s privacy policies.
  • Part 6: Data Availability.An outline of the answers you want to be hearing when you ask your SaaS provider “What are you doing to ensure that my data remains available, even in the event of a natural- or human-induced disaster?“
  • Part 7: Total Cost of Ownership. An explanation of how to compare costs of SaaS to traditional desktop software via a Total Cost of Ownership calculation.
  • Part 8: Terms of Service.What to look for in the legal agreement describing the services your SaaS provider will provide you.
  • Part 9: Data Migration.How you can migrate your data from existing desktop software application to the web.
  • Part 10: Offline Access.Why offline access is important, and an outline of some of the technologies that make offline access to SaaS applications possible.

 

Wednesday
May132009

Technology Law - Beware of Creating an Enforceable Agreement Via Email

It is no secret that a great deal of modern business is conducted via email.  What most people don't realize is that an email exchange can be construed as creating a valid and enforceable contract, sometimes inadvertently.

If an e-mail or chain of e-mails clearly states an offer to enter into a transaction with all of the material terms, and the recipient / offeree responds by email accepting the terms, then it is entirely possible that an enforceable contract has been formed — without any printing or actual exchange of signatures. 

With the adoption of the Uniform Electronic Transactions Act (“UETA”) in most states and the passage of Electronic Signatures in Global and National Commerce Act (“ESIGN”) by the federal government, the stage was set to allow contracting via email.  Each of these acts is based on the principle that electronic signatures carry the same legal effect as handwrittten signatures.

Both laws accomplish this by establishing a procedural approach to meeting “writing” and “signature” requirements:

  1. A document or signature cannot be denied legal effect or enforceability solely because it is in electronic form;
  2. A contract cannot be denied legal effect or enforceability solely because an electronic record was used in its formation;
  3. If a law requires that a record be in writing, then an electronic record satisfies the law; and
  4. If a law requires a signature, then an electronic signature satisfies the law.

Under ESIGN and UETA, parties must agree to use electronic signatures and records. Between businesses, consent to do business electronically can be established either explicitly or by implication based on the parties’ interactions

Federal and state law specify certain types of documents that cannot be signed electronically, including wills, trusts and estates; marriage, divorce, adoption, and other family agreements; court documents and filings; utility service terminations; eviction, foreclosure, and repossession notices; health and life insurance termination notices; documents referring to the handling or transportation of hazardous materials, real estate purchase agreements and deeds.  While this list will vary from state to state, generally these types of agreements require a writing, signed (in ink)by the parties.

What does all this mean?  Be careful in your email exchanges that contain the material terms of an agreement. If all you intend is to negotiate the terms and issues leading to a formal written and signed contract accepted by both parties, make sure that you explicitly say that in your e-mails. On the flip side, if you are trying to enter into a contract via email, there are safeguards to take to make sure you have a complete and enforceable agreement - which you should consult with your attorney about.  You could also check out an electronic document services such as DocuSign.

My technology law practice can help you deal with issues like this, along with other technology law issues including licensing agreements, e-commerce, and click-wrap agreement for websites.