The Ins and Outs of Non-Disclosure Agreements. When Are They Needed?

When you own a business it is vital to ensure that your intellectual property and trade secrets are protected. However, as a business grows and changes, there are certain circumstances in which sensitive information must be shared. A non-disclosure agreement (NDA) can help keep confidential information private and is especially important to maintain a competitive advantage in your industry. An experienced business lawyer can help you create a well-crafted NDA that protects sensitive information and your business interests.

What Is a Non-Disclosure Agreement?

Innovation and new, profitable ideas often require letting people in on valuable information. A non-disclosure agreement is a legally binding contract that keeps this sensitive information under wraps. Sometimes confidentiality clauses are also included within larger legal documents. Penalties for breaking an NDA are outlined in the agreement and can include consequential damages such as lost profits and other remedies. Some important elements that should be included in a non-disclosure agreement include:

• Definition of confidential information
• The terms and duration of the NDA
• Specific parties who may receive the confidential information
• Permitted use of information
• Return of the information
• Which court has jurisdiction over the NDA
• Acceptable remedies for violation of an NDA
• Responsibility for legal fees
• A non-binding clause

A contract or non-compete lawyer can help you understand exactly what these elements mean. They can also draft a non-disclosure that is tailored to meet your specific needs and circumstances.

When Do You Need an NDA?

There are many different situations in which a non-disclosure agreement may be appropriate. These are just a few common scenarios in which an NDA can protect your rights and interests, whether you’re the disclosing or receiving party.

When discussing the licensing or sale of a product, invention or technology. If you are considering selling or licensing a product or technology that belongs to your business, it is crucial to prevent potential buyers from using your information as leverage in negotiations with other companies or individuals. A plethora of information is exchanged during these types of discussions. An NDA can prohibit a potential purchaser from sharing sensitive financial data, proprietary information and even the name of your company with competitors.

When employees or outside vendors have access to proprietary information. Trade secrets and technology aren’t the only things that need to be protected. Employees and vendors you do business with may have access to client lists, supply chain and manufacturing agreements, and other sensitive information that could mess up your business if they decide to leave and take it with them.

When presenting an offer to a potential investor, partner or buyer. New ideas often require fresh perspectives and additional financing. Or maybe you’re ready to sell your business. These types of negotiations and discussions involve revealing a lot of sensitive information about your finances, products, research and development, personal information and maybe even your business succession plan. Making sure the information you share is protected is paramount to safeguard your business and its continued success.

Want to learn more about how an NDA can protect your business interests? Our law firm in West Chester can help.

This blog was originally posted at https://carosella.com/the-ins-and-outs-of-non-disclosure-agreements-when-are-they-needed/

7 Reasons to Consult with an Attorney When Starting a Business

When you’re starting a business, there are many important things to consider, from which type of business entity will best serve your needs to the tax implications of the entity you choose. Depending on the type of startup and your specific circumstances, hiring an experienced attorney to ensure all your legal bases are covered is a solid investment in your business’ future.

How a Lawyer Can Help Your Startup

1. Choosing a business entity. A lawyer can help you understand your options for forming a business entity and the benefits and drawbacks of each type. Whether you choose to form a corporation, limited liability company, limited liability partnership, or another type of entity, business lawyers can provide the vital information you need when considering all of the personal, financial, legal, and tax ramifications of your decision.

2. Raising capital. The procedures for raising capital and making distributions can vary, depending on the type of business entity you choose. If your startup needs to raise money, consulting with a business attorney is critical to ensure you do it in a manner that’s fiscally sound and protects your business’ interests, especially if you’re sharing sensitive or proprietary information with potential investors.

3. Minimizing risk. Risk and liability are part of any business venture. Seeking the counsel of an attorney can help minimize the chances of something going awry and help you prepare for the worst if something does. Your lawyer can help devise risk management strategies that protect your interests, whether it’s making sure you have solid employment policies and procedures in place or advising you on how to protect your reputation and avoid being sued.

4. Protecting intellectual property. Trade secrets and intellectual property are the heart of many businesses. An attorney who is well-versed in intellectual property law can help you secure trademarks, copyrights, and ensure your business is protected from threats from within or outside your organization.

5. Contracts. Leases, NDAs and contracts like shareholder, partner, franchise, and investor agreements need to be done right the first time. Having a contract attorney draft these vital documents can safeguard your business from costly, unnecessary litigation and protect everyone’s interests.

6. Licensing and permits. Obtaining required licenses and permits is critical, especially in industries like construction and real estate. A good real estate lawyer can help you apply for and obtain the permits and licenses you need to ensure you’re operating legally. Federal, state and local zoning, housing, and development law are complex. Having a skilled attorney in your corner can help you avoid common pitfalls that often stall projects before they even get off the ground.

7. Business succession planning. Entrepreneurs who are just starting out often fail to consider how they will exit or pass on their business down the road. Small business succession planning can help you avoid serious problems and facilitate smooth operation when you exit the business. It often goes hand in hand with retirement and estate planning and is especially important if you’re starting a family business you want to pass on to your children. It also addresses issues like tax liability, debt, and matters of ownership.

Do you need help getting your business off the ground? At Carosella & Associates, our seasoned business attorneys have been helping small and large-sized businesses thrive for more than 23 years.

This blog was originally posted at https://carosella.com/7-reasons-to-consult-with-an-attorney-when-starting-a-business/

What are Your Responsibilities as an Executor of an Estate?

Being an executor or administrator of an estate in Pennsylvania involves several important responsibilities. Whether you have been named as an executor of a loved one’s will or you have been appointed as a personal representative by the probate or orphan’s court, seeking the counsel of an estate planning lawyer can help you better understand the process and avoid common pitfalls that may arise. Knowing more about the steps to take to settle an estate can help you make informed decisions in the best interests of everyone involved.

Register the Will

In Pennsylvania, an executor must submit a will and a certified copy of the death certificate to the Register of Wills in the county where the deceased person (testator) lived. If the will is deemed valid, the Register of Wills issues letters testamentary to the executor, which gives the executor the right to act on the estate’s behalf. Copies of the letters testamentary should be given to the testator’s bank, business accounts and taxing authorities to prove that the executor is authorized to conduct business on behalf of the estate.

If the deceased person did not have a will, a personal representative (administrator) is appointed by the Probate Office or the Register of Wills that has jurisdiction over the deceased person’s estate. The executor or administrator is then authorized to assume control of the estate’s assets, use them to pay any debts and inheritance tax, and distribute any balance to beneficiaries. An experienced probate attorney can explain the probate process to you and help you understands your rights and responsibilities as an executor of an estate.

Inventory and Accounting of All Assets and Debts of the Estate

The executor or administrator of the estate should gather all documentation surrounding the deceased person’s debts and assets. Once an inventory of assets and debts is prepared, the executor can estimate how much of the assets will be necessary to pay all reasonable debts and taxes. The inventory must be filed with the Register of Wills within six months of the date of death. Important documents may include:

• Will
• Bank statements
• Brokerage statements
• Birth certificate
• Insurance policies
• Deeds to real estate
• Divorce decrees
• Property tax records
• Tax returns
• Social security records
• Vehicle titles
• Trust documents

Certain assets may not be required to go through probate, including property in a living trust, some jointly-owned real estate, life insurance policies and retirement accounts with designated beneficiaries, and bank accounts with payable on death or transfer on death clauses. If you need assistance with figuring out which assets can avoid probate, consulting a trust attorney can be helpful.

Notifying Creditors, Beneficiaries, and Others

Creditors, beneficiaries, and others with an interest in the estate must be notified, and certification of the notices must be filed with the court.  An executor should also notify certain government agencies of the decedent’s passing, such as the Social Security Administration, PennDot, and the U.S. State Department if the decedent held a passport. Cancel and destroy any credit cards and notify the banks that issued them. It is also important to forward the decedent’s mail to you so that you receive any bills that need to be paid. If the decedent belonged to any organization or donated to any charities, it is a good idea to notify them so they can update their records as well.

Paying Debts, Filing Tax Returns and Distributing Estate Property

Estate assets are typically used to pay final medical bills, funeral expenses, estate administration fees, and reasonable debts.  A State inheritance tax return has to be filed and a federal estate tax return may also be filed. A final accounting of the remaining assets and a schedule for the distribution of remaining property should be made and filed with the Register of Wills. If there’s any disagreement, an audit of the estate will typically be ordered.

Do you have questions about being an executor or need assistance with estate planning? Our team at Carosella & Associates can help.

This blog was originally posted at https://carosella.com/what-are-your-responsibilities-as-an-executor-of-an-estate/