Required minimum contract case at the initial stage
Opening a new startup, everyone knows that there are "pitfalls" that everyone suspects, but few will think. One of these “stones” is ignoring or saving on legal aspects, and in fact they are no less important than the idea of the project and its implementation.
It's simple. If you do not issue the right to the product correctly, then you can easily lose the product or the wrong tax optimization scheme, just eat up all the profits. Yes, and without proper registration of the company and its assets, it will not be possible to talk with investors and “angels” about raising money or a successful exit. Because they always have a huge staff of lawyers who can hack any deal, not allowing them to buy “air” to their manager.
At the stage of inception and formation it is necessary to pay attention to the following points. Firstly, it is the design of the company and its employees / partners, as well as the development of a work plan. Secondly, the creation of a contract-case.
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In this article we will look at exactly the key points of the contract - the case and what needs to be included in it, but the design of the company, the development of the scheme of work and the choice of jurisdiction, we will consider in the following articles.
Many novice start-ups have rarely encountered the need to legalize each of their steps. If they come from technical specialists, then almost all the documents they have already provided lawyers. But when you open your project, you only have to rely on yourself, you don’t have the legal department behind you and the corporate lawyer will not tell you.
By the term contract - case , in this article we will mean the necessary minimum of documents. However, most IT companies are divided into two types, grocery and outsourcing. They have both common and different types of documents.
Unites, grocery and outsourcing companies, internal documents. These include contracts with developers, designers and any specialists associated with the creation of an intellectual product. Keep in mind that the world has adopted the presumption of authorship, that is, the result of the work, the author owns, and not the company for which he worked. Therefore, in order not to get involved in long litigation, you must immediately state that all created intellectual property (program code, design, content, etc.) in the framework of fulfilling labor or contractual obligations, unconditionally and in full, go to the employer / customer . It is necessary to issue as an item in the employment contract or if you work without formalizing the employment relationship, in a separate document. But I highly recommend, do not download the template from the Internet, it is better to spend $ 50 to create a draft from a lawyer. This will save you a lot of time and nerves.
Also, do not forget about another important document - the agreement on non-disclosure. After all, in the IT business plays a huge role, who will be the first to start, if you have an idea for a billion, then you definitely shouldn't risk it. As the story of Mark Zuckerberg shows, even billionaires steal. In practice, the contract itself takes me only 8 pages, but here is an application with a list that falls under the term “confidential information” more than 10. Also, each employee is assigned an individual amount of responsibility, but on average this is the annual salary of the employee plus compensation for direct losses and lost arrived. But still in this matter is to know the measure. More than a person has, he will not pay, and the court understands this. And however you would like, the court will not agree to make a man of a homeless person.
External treaties - generally deserve a separate article, but we will try to concisely and essentially describe them below.
We will conditionally divide them into those in which we provide services and where services are provided to us. The main draft that you should have is a contract for the provision of services. Please note that at that time, if you write software or make any intellectual product, then all rights to it should be transferred to you. And not just the right to use it, it must be reflected in the text of the contract. Be sure to describe in as much detail as possible what exactly you are buying, in general TK should be as an application.
If you write software, then the period should be stipulated for the test and the identification of "bugs". Currently, performers do not hesitate to tear and tighten. To prevent this, prescribe a clear time frame with specific dates. And even more so if it is a phased delivery of the project. Specify how the result of work is transmitted (on physical media or by means of online transmission), and the motivating part: responsibility, fines, etc. But do not overdo it, since the obviously overpriced fines, the court can cut, as a violation of the equality of the parties.
Separately worth mentioning CEO.
The absolute majority of performers in their promotion contracts indicate that they do not guarantee a result. Therefore, insist on clarifying clear Sax-metrics, otherwise you may lose money and not get a result.
In the contracts for which you provide services, we are not talking about public offers, we will write a separate article about them, focus on the obligations of the customer. For example, to provide information in a specified time and method, to approve the design, setting a limit on rework and so on. Describe everything you need from him, and also indicate how exactly the customer should transfer this information to you. Remember and TK, it must be complete and clear, no doublethink or understatement. In any disputes - this will be your main argument!
In order not to pour water, let's summarize. First, you should have labor contracts and confidentiality contracts that are often signed simply as an individual at the interview stage, as well as at least two types of contracts for the provision of services, where you are rendered or where you are rendered. The second, stingy to pay twice, if not with money, then with time and nerves, therefore - order individual drafts and always insist on them. About the reasons I wrote in the previous article . Further legal nuances that IT faces will be discussed in the following articles.
It's simple. If you do not issue the right to the product correctly, then you can easily lose the product or the wrong tax optimization scheme, just eat up all the profits. Yes, and without proper registration of the company and its assets, it will not be possible to talk with investors and “angels” about raising money or a successful exit. Because they always have a huge staff of lawyers who can hack any deal, not allowing them to buy “air” to their manager.
At the stage of inception and formation it is necessary to pay attention to the following points. Firstly, it is the design of the company and its employees / partners, as well as the development of a work plan. Secondly, the creation of a contract-case.
')
In this article we will look at exactly the key points of the contract - the case and what needs to be included in it, but the design of the company, the development of the scheme of work and the choice of jurisdiction, we will consider in the following articles.
Why should I prepare documents if I can download them on the Internet?
Many novice start-ups have rarely encountered the need to legalize each of their steps. If they come from technical specialists, then almost all the documents they have already provided lawyers. But when you open your project, you only have to rely on yourself, you don’t have the legal department behind you and the corporate lawyer will not tell you.
By the term contract - case , in this article we will mean the necessary minimum of documents. However, most IT companies are divided into two types, grocery and outsourcing. They have both common and different types of documents.
Unites, grocery and outsourcing companies, internal documents. These include contracts with developers, designers and any specialists associated with the creation of an intellectual product. Keep in mind that the world has adopted the presumption of authorship, that is, the result of the work, the author owns, and not the company for which he worked. Therefore, in order not to get involved in long litigation, you must immediately state that all created intellectual property (program code, design, content, etc.) in the framework of fulfilling labor or contractual obligations, unconditionally and in full, go to the employer / customer . It is necessary to issue as an item in the employment contract or if you work without formalizing the employment relationship, in a separate document. But I highly recommend, do not download the template from the Internet, it is better to spend $ 50 to create a draft from a lawyer. This will save you a lot of time and nerves.
Also, do not forget about another important document - the agreement on non-disclosure. After all, in the IT business plays a huge role, who will be the first to start, if you have an idea for a billion, then you definitely shouldn't risk it. As the story of Mark Zuckerberg shows, even billionaires steal. In practice, the contract itself takes me only 8 pages, but here is an application with a list that falls under the term “confidential information” more than 10. Also, each employee is assigned an individual amount of responsibility, but on average this is the annual salary of the employee plus compensation for direct losses and lost arrived. But still in this matter is to know the measure. More than a person has, he will not pay, and the court understands this. And however you would like, the court will not agree to make a man of a homeless person.
External treaties - generally deserve a separate article, but we will try to concisely and essentially describe them below.
We will conditionally divide them into those in which we provide services and where services are provided to us. The main draft that you should have is a contract for the provision of services. Please note that at that time, if you write software or make any intellectual product, then all rights to it should be transferred to you. And not just the right to use it, it must be reflected in the text of the contract. Be sure to describe in as much detail as possible what exactly you are buying, in general TK should be as an application.
If you write software, then the period should be stipulated for the test and the identification of "bugs". Currently, performers do not hesitate to tear and tighten. To prevent this, prescribe a clear time frame with specific dates. And even more so if it is a phased delivery of the project. Specify how the result of work is transmitted (on physical media or by means of online transmission), and the motivating part: responsibility, fines, etc. But do not overdo it, since the obviously overpriced fines, the court can cut, as a violation of the equality of the parties.
Separately worth mentioning CEO.
The absolute majority of performers in their promotion contracts indicate that they do not guarantee a result. Therefore, insist on clarifying clear Sax-metrics, otherwise you may lose money and not get a result.
In the contracts for which you provide services, we are not talking about public offers, we will write a separate article about them, focus on the obligations of the customer. For example, to provide information in a specified time and method, to approve the design, setting a limit on rework and so on. Describe everything you need from him, and also indicate how exactly the customer should transfer this information to you. Remember and TK, it must be complete and clear, no doublethink or understatement. In any disputes - this will be your main argument!
In order not to pour water, let's summarize. First, you should have labor contracts and confidentiality contracts that are often signed simply as an individual at the interview stage, as well as at least two types of contracts for the provision of services, where you are rendered or where you are rendered. The second, stingy to pay twice, if not with money, then with time and nerves, therefore - order individual drafts and always insist on them. About the reasons I wrote in the previous article . Further legal nuances that IT faces will be discussed in the following articles.
Source: https://habr.com/ru/post/298436/
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