Consulting Agreement California: Fill & Download for Free

I see no problem with 1.2% per month for late payments. That amount appears to be reasonable compensation not having funds when they are due.However, I expect that, under California law, $100 per day will not be enforceable.Specified dollar amounts are considered appropriate as “liquidated damages” only if the amount lost by the payee due to delayed payment will be difficult to determine.However, that is not the case here. To the contrary, 1.2% per month after payment is due easily can compensate the service provider for late payment.Accordingly, I believe that an additional $100 per day would be considered an unenforceable, unconscionable penalty.You should retain an experienced business lawyer (rather than relying on Quora) to advise you concerning this issue.

This is why I love Quora: The variety of perspectives, or "Where you stand depends on where you sit." This question is the corollary of Startup Law: If I am outsourcing development/engineering, what steps can I take to ensure IP ownership remains mine? See my answer to that question, as well as the others who offer good advice. Most importantly, as with most legal questions, keep in mind it can vary depending on what state you're in, as well as the facts of the particular situation.Software is protected mostly by Copyright Law. Most people are familiar with the "work for hire" doctrine under U.S. federal copyright law that makes works of authorship created by an employee automatically the property of their employer if it falls within the scope of their employment. This is not the case for independent contractors or consultants. The only way the copyright in their work belongs to the person or company that engaged them is if it is assigned. Most technology and media companies that really want to do things by the book require every contractor or consultant to sign something called a Confidential Information and Invention Assignment Agreement, or "Proprietary Innovations Agreement," etc.; the exact name isn't important. This document serves at least two purposes: (1) NDA protecting the client's confidential information, (2) Assignment of intellectual property (the subject of this question), and often (3) covenant not to consult for competitors during some time frame and (4) covenant not to solicit the client company's employees for some period of time following the consulting engagement.In California, there's an important code section that should be referenced in the document (Labor Code section 2870); it's usually attached as an exhibit. Without going deep down that rathole, the concept is that an employer is prohibited by law from obligating an employee to assign rights in all IP he or she develops while on the company's payroll. It essentially guarantees the right of employees to "moonlight," subject to some conditions and exceptions. But wait, you say (if you're still paying attention), we're talking about consultants and contractors here, not employees! Yes, but government agencies and courts sometimes deem a contractor to be an employee, regardless of what the paperwork says (also a subject for another question), if the substance of the relationship "smells like" employment. California is particularly aggressive on this point. At any rate, to hedge bets, your typical California tech company will offer up an 8-10 page CIIAA (including exhibits) for both employees and contractors to sign on their way in the door. Here's an example, for illustrative purposes only (because I didn't draft it myself and can't vouch for its completeness): http://contracts.onecle.com/avantgo/confid.shtmlBack to the original question. It would be overstating things to argue that if an assignment (either in a standalone CIIAA or as part of the consulting agreement) hasn't been signed, the code automatically belongs to the contractor. In the interest of fairness, US courts will imply all kinds of things, including contracts, based on the course of dealing of the parties. So if they paid you money or granted you stock, there'd at least be an argument that an implied contract exists to assign the IP to the client. If they've literally paid nothing and generated no legal documents whatsoever, the company is in a very tenuous legal position regarding the code. (That said, "possession is 9/10 of the law," so if you've already delivered a copy of the code, having to sue them for payment really sucks.)

A2A - U.S. perspectiveBoth directors and officers have fiduciary duties to the corporation and its shareholders.Those duties can vary somewhat among states and, respectively, among directors and officers. (Please see, e.g., Directors’ Fiduciary Obligations: Delaware vs. California and Corporate Officers in California Need to Be More Careful than Directors.)Generally, those fiduciary duties include a duty of care.Approving or signing a contract without knowing any of its provisions likely would breach the duty of care.Approving or signing a contract knowing only some of its provisions may breach the duty of care, depending on factual details and the relevant state’s law.A director or officer who breaches the duty of care may be required to reimburse the corporaiton for any loss suffered because of that breach.