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/

How an Attorney Can Help You Protect Your Intellectual Property

Whether you’re just launching a new startup or you have been in business for years, protecting your intellectual property (IP) is critical to the success of your business. In the age of technology and a global economy, intellectual property law has become more complex. Having experienced intellectual property lawyers analyze and advise you on how to respond to risk factors surrounding your IP can help you avoid damage to or loss of your brand or product.

Intellectual Property Risks

Intellectual property risks can come from anywhere, including:

• From within your own organization
• From local and global competitors
• From foreign and domestic government entities
• From illegal entities

These are just a few examples of how your intellectual property can be compromised. That is why it is vital to seek the counsel of an attorney who is experienced in intellectual property law to ensure your business is protected from this type of theft.

Types of Intellectual Property

Trademarks

A trademark is a distinctive phrase, word, symbol, logo, or design that distinguishes the products or services of one business from another. While rights in trademarks are acquired by use, registering them with the USPTO entitles you to exercise those rights. Although you can use the ™ symbol to indicate an unregistered trademark, it does not provide legal protection. After your trademark is approved by the USPTO approval, you can legally use the registered trademark symbol ®. An attorney can thoroughly research whether similar trademarks exist and also look into whether an international trademark has already been registered.

Trade Secrets

A trade secret is a confidential formula, process, or device that gives a business an advantage over its competitors. Unfortunately, trade secrets cannot be registered, but well-crafted safeguards such as nondisclosure agreements, restricted access to confidential information, non-compete agreements, and other security practices can help you protect trade secrets.

Copyrights

Copyrights protect original literary and dramatic works, music, art, architectural works, and computer software. Although rights to an original work are inherent as soon as you create it, registering copyright ensures that you have some legal recourse if another person or entity infringes upon your intellectual property.

How A Lawyer Can Help

While having an attorney help you register your intellectual property is important, there is much more involved in making sure it is fully protected. Contract lawyers can advise you on all types of licensing, marketing and advertising issues, franchising, and distribution. If you own a technology company, it is particularly important to make sure you have software licenses and solid service provider agreements in place.

Do you need to make sure your intellectual property is protected? Our experienced team at Carosella & Associates can help.

This blog was originally posted https://carosella.com/how-an-attorney-can-help-you-protect-your-intellectual-property/

Things to Consider When Choosing an Estate Planning Attorney

Proper estate planning is the best way to protect your assets and ensure your family is well taken care of after you’re gone. Finding an estate planning lawyer who is right for you is critical to make sure your intentions are carried out according to your wishes, but you may not know where to start. Considering the following things before choosing an attorney can help make the estate planning process practically painless and give you and your family peace of mind.

Reputation

Although reviews on the internet can be a helpful tool when looking for a lawyer, word of mouth is also a reliable way to learn about an attorney’s reputation. Exceptional estate planning and wills and trusts attorneys are often well known in the communities they serve. Ask friends, family, and coworkers if they have used someone they would recommend. When you talk with an attorney, ask for references from their other clients as well.

Experience

One of the most important factors to consider is how long an attorney has been practicing in estate law and their specific experience. A good rule of thumb is to choose someone with at least five years of experience. Choose someone who is well-versed in creating vital documents like wills, trusts, powers of attorney, and other important estate planning documents. Having a lawyer who is knowledgeable in all aspects of estate planning is essential, especially if you also need help with complex issues like business succession planning. Considering your specific needs and selecting a lawyer whose experience closely matches them can help you find what you are looking for.

Personality

Trust is a bedrock of the attorney-client relationship and estate planning is very personal. Even if an attorney has vast experience in estate planning, if you do not feel comfortable or establish a rapport with them things can go south. It is important to remember that you may be discussing sensitive issues like finances, family conflict, choosing an executor, naming beneficiaries, appointing a guardian for minor children, end-of-life decisions and other important issues. Finding a lawyer with whom you can be open and honest can ensure you are both on the same page.

Cost

Depending on an attorney’s experience, reputation, and work style, fees can vary widely. Before signing any contract or retainer agreement, make sure to ask questions about attorney fees and other possible costs that may be incurred. Being surprised by an exorbitant bill is not something you want to deal with after you’re done with estate planning. When interviewing attorneys, it is also a good idea to ask how often you should update your estate plan and how much it will cost.

Choosing the right attorney may seem daunting, but with a little research and effort, you can find someone who has your best interests in mind. If you need help with wills and trusts, estate planning, or business succession planning, our experienced team at Carosella & Associates can get you on the right track and guide you through the process.

This blog was originally posted https://carosella.com/things-to-consider-when-choosing-an-estate-planning-attorney/

5 Reasons to Consider a Prenuptial Agreement

When you’re about to get married, divorce is most likely the last thing on your mind, but circumstances can change. A prenuptial agreement not only protects your legal and financial interests; it can actually strengthen your relationship and help you work out potential issues before you get married. Here are a few reasons most experienced divorce attorneys recommend creating a prenuptial agreement.

1. It Can Help You Get On the Same Page About Finances

Arguments over money can destroy a marriage. When you’re discussing a prenuptial agreement, you must address certain financial issues, which can tell you a lot about your future spouse’s style when it comes to spending and saving. Having a lawyer involved in the discussion can also keep things from getting heated and help you avoid problems down the road.

2. It Can Safeguard Your Assets and Business

If you have significant assets or have worked hard to build a successful business, the last thing you want is to lose a substantial portion of it in a divorce. A prenup can protect your business so that in the event of a divorce it is not divided or subject to joint control. It may also help shield any partners or shareholders from having to deal with conflict with your spouse if you become incapacitated or pass away. Regardless of whether you’re considering a prenup, one of the best ways to ensure everyone’s interests are protected is to seek the counsel of a business succession planning attorney who can help you create an effective exit plan.

3. It Can Protect Your Children’s Interests

Although an estate lawyer can help you create a plan to protect your beneficiaries, battles over inheritance can easily become contentious. If you have already been married and divorced, a prenup can protect the financial and inheritance rights of your existing children. Prenuptial agreements typically override state law, so even if your family is in conflict having one in place can help them avoid court action or settle disputes more quickly.

4. It Can Address Alimony and Inheritance

When one person earns a much higher income than the other, it can put the spouse who earns less at a disadvantage in a divorce. A prenuptial agreement can outline the specifics of whether one spouse will be responsible for paying spousal support or alimony if the marriage ends. A prenuptial agreement can also address and protect any inheritances either spouse is expected to receive from a loved one during the marriage.

5. It Can Help You Avoid Taking On Your Spouse’s Debt

If you have significantly less debt than your fiancé, a prenup can shield you from taking on a portion of their debt in the event of a divorce. However, prenuptial agreements can be contested in court, so it is critical to have an experienced lawyer review the contract to ensure it is deemed fair in the eyes of the law.

If you’re entering into a marriage and would like to learn more about prenuptial agreements, our West Chester divorce lawyers at Carosella & Associates can help you create a fair agreement that benefits everyone involved.

This blog was originally posted https://carosella.com/5-reasons-to-consider-a-prenuptial-agreement/

Guardianship Vs. Power of Attorney: What’s the Difference?

Power of attorney and guardianship both authorize someone else to act on the behalf of a person who is incapacitated or unable to make decisions about their health, finances and other issues. However, there are significant differences between the two, namely, timing. If you are thinking about creating powers of attorney or need assistance with a guardianship, seeking the counsel of an experienced estate planning lawyer is vital.

Timing is Everything

Although both the power of attorney and guardianship allow an individual to make decisions for another person, it is important to understand the differences. A power of attorney is created and executed before a person becomes incapacitated, while guardianship is may be granted by court order after someone is no longer able to make competent financial and health care decisions.

Why Creating Powers of Attorney is a Good Idea

Powers of attorney are very common legal documents that can make things a lot easier for your loved ones in the event of your incapacitation. Having family wills and trusts lawyers draft specific powers of attorney ahead of time gives you the opportunity to name someone you trust as your representative and advocate. Guardianships involve a more complex and costly process, as the court determines who will be authorized to make decisions for you. It’s important to note that in Pennsylvania, a guardian may be given many powers on behalf of an incapacitated person. Powers of attorney are often much more limited in scope.

The Guardianship Process

For a guardian to be appointed, either a potential guardian or someone who wishes to nominate an individual to be a guardian must file a petition with the appropriate court. That person then becomes the “petitioner” and has to serve the petition on the person for whom they wish to have a guardian appointed. That person is then known as the respondent. The petition that is served on the respondent must include specific language that details how their personal rights may be affected by the guardianship and the reasons why a guardianship is being sought.

In a guardianship proceeding, a judge will hear evidence surrounding the person’s mental and physical capacity. If the court determines that a guardian is necessary, they will appoint one—usually a spouse or adult child. If you’re seeking a guardianship, it is filed in the local probate court. There are many common errors that can hold up the process. A skilled probate attorney can ensure that your petition is completed and filed correctly so the process is not delayed.  Anyone, including the potential ward and their friends and family, is entitled to object to a guardianship.  Although courts typically give preference to family members, if they are unsuitable to serve as guardian, the judge may appoint a public guardian.

Are you ready to start estate planning or need assistance with a guardianship? Our team at Carosella & Associates can help you create a plan that ensures your rights and interests are protected

This blog was originally posted https://carosella.com/guardianship-vs-power-of-attorney-whats-the-difference/