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Contracts

Most Favored Nation Clause in Commercial Contracts

A most favored nation clause is a clause that will sometimes be found in commercial contracts. It is a contractual provision in which the seller agrees not to offer a better deal to another buyer without offering similar terms to the original buyer.

However, because of anti-trust issues, using a most favored nation provision must be done under proper specifications.

Liquidated Damages Clause - The Role Uncertainty Plays in Contracts

A liquidated damages clause is a provision that sometimes appears in contracts when it would be difficult for one party to the agreement to calculate damages should the other party decide to breach the contract. However, because there are many rules which vary from state to state as to what is required for a liquidated damages provision to be upheld by a court, not all liquidated damages clauses will able to be enforced. Thus, before you decide to use a liquidated damages provision in your next agreement or sign off on an existing liquidated damages clause, it's important to make sure the clause is drafted properly. 

The Choice of Law Clause in Contracts - What Does Having a Choice of Law Provision in an Agreement Mean?

A choice of law clause is a provision found in many different types of agreements. In modern contracts, choice of law clauses are considered standard boilerplate that is found in virtually all contracts. However, choice of law provisions should not be taken lightly as they have very important ramifications. 

Contract Review Lawyer: How Hiring An Attorney to Review Your Contracts Can Be Invaluable

Having a contract lawyer review your agreement can be one of, if not the, most important step in the overall contracting process. When you hire a lawyer to review an agreement, you are doing more than hiring someone to read over a document, you are purchasing years of experience, knowledge, and training to guide you. This experience, knowledge, and training can help you to ensure you get the best deal possible in your contract - and more importantly, to avoid getting stuck with a not so favorable one. 

Social Media Giveaways: A Few Legalities You Need to Know Before Starting Your Next Sweepstakes or Contest

People love free stuff. Thus, it only makes sense that a company trying to drum up some business would use its social media platform to start a giveaway with the hopes of entising new customers. However, before a business decides to start a giveaway, it is important to be aware of the legalities that surround it.

Tips for Negotiating a Record Deal in the 21st Century: It's Different Than You Think!

The music business has changed in the past 10 years. Gone are the days when things were simple. While the independent artist is flourishing, the music industry and the record deal are still very much alive. In this post, we will help you in determining how to negotiate your record deal.

Understanding the Role of the Independent Contractor and the Independent Contractor Agreement

 What is an independent contractor? The answer might be more difficult than you think. In this article, Cordero Law LLC will explore the role of the independent contractor and the independent contractor agreement.

What is an independent contractor?

An independent contractor is a person contracting to do work for another person, and in doing so, does such work according to his or her own processes and methods while not being subject to the control of another, but remains subject to what is specified in a mutually binding agreement. Simple right? Just kidding, we know it isn't. 

In fact, the Internal Revenue Service has about 20 different factors that they consider when determining whether someone is acting as an independent contractor or an employee, despite being labeled as an independent contractor.   

The bottom line is, figuring out what qualifies as an independent contractor is not as easy as it sounds. However, because each one of these 20 factors fits into one of three main categories, by understanding these categories, you can better determine whether someone can be classified as an independent contractor. The categories these 20 factors fall into are behavioral control, financial control, and type of relationship between the parties. 

Behavioral Control

Does the person that hired the worker have control over how the worker does his or her job and what he or she does while working? If the worker gets his or her direction from the person that hired him or her, it is more likely that an employee-employer relationship exists instead of an independent contractor relationship. If the person contracted to do the work has more of a role where he or she is not supervised, it is more likely that an independent contractor relationship exists. 

Financial Control

Does the person that hired the worker have financial and/or business control over the worker? Factors indicating that the person who hired the worker has a significant investment in the work accomplished,  is reimbursing the worker for all or some of his or her business expenses, or has the ability to incur a profit or loss of his own in having the person do the work, lean towards an understanding that the worker is an employee rather than an independent contractor.

Type of Relationship

How do the parties perceive their relationship? If the worker receives employee benefits,  such as insurance for example, the individual is likely to be classified as an employee. 

The Independent Contractor Agreement 

Upon being hired as an independent contractor, an individual or entity will generally have those independent contractors sign an independent contractor agreement

Having an agreement in place can help establish whether the worker will be classified as an independent contractor or an employee. Going through the process of having an independent contractor agreement sets the inference that the parties had the intention to create an independent contractor relationship, rather than an employee-employer relationship. While having an independent contractor agreement doesn't guarantee that the worker will be classified as an independent contractor rather than an employee, it is nevertheless essential to have to protect the parties involved. 
 
An independent contractor agreement governs the working relationship between the independent contractor and the individual or entity who has hired them. Because independent contractor agreements can be very complex, detailing the full scope of the relationship between the parties, it is extremely important to have a business lawyer review your independent contractor agreement before you sign it, regardless of whether you are the worker or person hiring the worker. 

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Julian Cordero is an Attorney, Business Strategist, and Music Producer. Oh and he blogs too!  Julian is licensed to practice law in New York and is the Managing Attorney of Cordero Law LLC, a New York City based law firm focusing on Business Law, Entertainment Law, and Intellectual Property Law.

Entertainment Law Firms in NYC - Choosing the Right Entertainment Lawyer

 Having a good entertainment lawyer to counsel you is essential. But no two lawyers are created equal. Here are a few critical things for to think about when you are researching entertainment law firms in New York City.

Most actors, musicians, and other people who make their living in the entertainment world do not think about how important it is to have proper legal representation until the time comes to sign their name on a contract. However, this is a huge, possibly disastrous, mistake. It is always much better to be proactive when it comes to these matters. Signing a contract that you do not completely understand because you did not have a good entertainment lawyer could be devastating to your career. Many people have signed foolish deals early in their career, when they were naive and did not have the proper guidance, only to regret them later. This is why having a good entertainment lawyer to counsel you is so important. Here are a few of the most critical things for you to think about when you are researching entertainment law firms in New York.

Experience

Before I state anything else, I want to be clear that I am not trying to indicate that a lawyer with 10+ years experience is better than a lawyer fresh out of law school. In fact, on certain matters, that lawyer fresh out of law school might be better than the lawyer with 10+ years experience. When I say experience, I mean that when choosing an entertainment lawyer, you want a lawyer that knows the industry you are a part of and has worked with contracts before. 

If you are a musician, ask the entertainment lawyer if he or she has worked with musicians in the past. If you are a filmmaker, ask the entertainment lawyer if he or she has worked with filmmakers in the past. Get it? 

Regardless of your role in the entertainment industry, another point to address with your prospective entertainment attorney is whether he or she has worked with contracts before. When it comes down to it, much of the work an entertainment lawyer does revolves around contracts. Having a lawyer with experience drafting, reviewing, and negotiating contracts is something you may want to consider a requirement when you are choosing an entertainment lawyer. 

Avoid conflicts of interest

You also need to do some research to make sure that the law firm you hire does not also represent people or companies you might be signing a contract within the future. You need to be sure your law firm has no relationship with the people you will be negotiating with.

For most entertainment law firms, this isn't a problem. Whenever an attorney considers taking on a new client, a conflicts check is usually done to ensure that the attorney can actually take on the client. However, it is always recommended that you as a client, double check to make sure your entertainment lawyer is on it. 

Get references

You would be wise to talk to other people in your business field to find out what entertainment law firms they use for their legal representation. Talk to as many people as you can to get a very wide range of opinions. You should make an appointment with any law firms that receive praise from many of the people you speak to.

Fees

The fees that entertainment law firms in NYC charge tend to vary greatly. Therefore, it is in your best interests to shop around and compare their rates. Find out how each lawyer handles their billing. They might bill you in the form of a monthly retainer, a flat fee for handling contracts, a percentage of a contract's value or a simple hourly rate. Make sure that you completely understand how the lawyer will be paid before you agree to hire him or her.

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Julian Cordero is an Attorney, Business Strategist, and Music Producer. Oh and he blogs too!  Julian is licensed to practice law in New York and is the Managing Attorney of Cordero Law LLC, a New York City based law firm focusing on Business Law, Entertainment Law, and Intellectual Property Law.