Making It Legal:

Today, I feel vindicated. I just came across Laura Bell’s post, “Business Law Basics,” which reminds me of my apartment after it’s cleaned: neat, fresh and pleasant. Her point, delivered gently, is that too many entrepreneurs do deals without having a written contract. It’s like bringing a knife to a gunfight: You may be prepared for trouble, but not well enough to avoid serious injury.

Bell outlines the elements of a contract (important, if you want to understand when the deal is actually “struck”) and why a cancellation clause is helpful.

Exit strategies (the “how-do-I-get-out-of-this-deal-if-it’s-really-not-working-for-me?” language) are a vital part of any business relationship; otherwise, you risk being stuck in a bad situation with no easy (or inexpensive) way out.

Want a quick an easy way to learn more? Check out my booklet guide, Term$ and Condition$, so you’ll know the highlights of what to put in your agreements.

You may not know it by name, but you’ve probably experienced it before. You order a book from a website such as Amazon.com and then get a little popup ad. Or you’re redirected to a page that says, “Nina, if you liked Where the Wild Things Are, you might also like these others books/CDs, etc. . . . ” That’s called “behavioral targeting.” It’s the way that websites collect personal information about you and your preferences and use that information to try to sell you more stuff along the lines of what you already bought. When I’m on a shopping spree and eager to read or listen to something new, I love that feature. How convenient!

But when I think about how my private, personal preferences can so easily become known and shared with others, it’s more than a little disturbing. What if, instead of Where the Wild Things Are, my preferences ran more along the lines of Debbie Does Dallas? Would I really want that known? (Just for giggles, I checked on Amazon.com and yes, you can buy it there!)

There’s a delicate balance between privacy rights and free speech, as Wendy Davis of Just an Online Minute pointed out yesterday. Courts have tended to give less protection to “commercial speech,” which is how ads tend to be classified. But in today’s e-commerce world, does behavioral targeting go further in violating your privacy rights than, say, getting a cold call for investment products during dinnertime? Should you have a right to opt out of these kinds of ads? The Federal Trade Commission is now looking at this issue, so we’ll see where the legal restrictions ultimately fall.

Many thanks again to Lena West of Tech Forward for the tip!

… That is, if you’re the one being infringed.

Disclaimer: I am neither advocating that you rip off anyone else’s content nor recommending that you sit idly by should it happen to you. But sometimes, it can work to your advantage… especially if the people using it are “fans,” where at least some form of atttribution is made to you.

That’s what Sandra Aistars, Time Warner Cable’s assistant general counsel, intimated at a recent digital rights management conference in New York City, reported in Mediapost’s Just an Online Minute. Especially when the use of the content is in the form of parody or other fair use or commentary, it may be in your interest to refrain from bringing an infringement lawsuit if the restraint helps foster a more robust fan base.

But it’s not always easy to tell which uses will be to your benefit. So make sure you consult with an attorney who knows this area.

As my mother is fond of saying, “Watch what you wish for–you may get it.” That certainly applies to the ways in which technology has made an impact on our workplaces. On the one hand, it has opened up a wonderful world of flexibility, new business arrangements and ease of automation. On the other, it has opened up a hornet’s nest of new ways for employers to get stung in employee-related lawsuits.

Just think of the ways that computers and technology have changed the way we work: e-mail, voice mail, conference calling, videoconferencing, PDAs, smartphones, Treos, BlackBerrys, iPhones, internet, intranet, blogs, message boards, Facebook, Twitter, MySpace, networks, ASPs… and the list goes on.

So does the list of legal issues that have emerged as a result:

• Employees freely copying what they see on the internet;
• Posting of inappropriate or offensive content on company bulletin boards or blogs;
• Discrimination in hiring employees through internet job postings;
• Badmouthing a company on personal blogs;
• Using e-mail to discriminate against or to harass fellow employees;
• Employees’ expectations of privacy on their office computers or in their e-mail;
• Requirements for backing up electronic communciations in the event of litigation; and
• Electronic communications policies.

It’s as if you took a bunch of rambunctious children and gave them potentially dangerous toys to play with. If you don’t show them how to use them properly, someone (probably you or your company) will get hurt. If you have employees, speak to an attorney to get guidance on how to handle these issues.

From the “I-couldn’t-have-said-it-more-thoroughly-myself” department, here is a series of helpful posts from Texas attorney Ryan Roberts (”The Startup Lawyer”) on the ins and outs of leasing office space (and not getting ripped off in the process).

Part 1: Why much of what is in a lease is not boilerplate, despite the microscopic print. Understanding the ways that commercial real estate brokers (whom Roberts refers to as “tenant reps”) can help your business… and when they might not be putting your interests first.

Part 2: Fourteen provisions to consider negotiating before your company signs a commercial lease for office space.

Part 3: Eight of the not-so-obvious terms that can bite you if you don’t address them.