Latest / EGGS! The Podcast / Eggs 456: Intellectual Property - Your Business's Hidden Asset with Sharon Toerek
Transcript
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- 1:51who are serious about execution. And now, back to the show we ask
- 1:55too. Is it just Toric?
- 1:56Is that how you say the last name?
- 1:57Sharon Toric, Yeah. Sharon Toric.
- 1:59OK, I should have asked before I got started.
- 2:01Anyway, hey everybody. Welcome back to the podcast.
- 2:03Today's special guest is Sharon Toric.
- 2:05She's a marketing and IP attorney for agencies and
- 2:08founder of Toric Law. Welcome to the show, Sharon.
- 2:09How are you? I'm well, Ryan, thanks for
- 2:12having me. I'm excited to be here.
- 2:13Absolutely thrilled to to learn a little bit about this stuff.
- 2:17You probably have have encountered this in your career,
- 2:19but I think a lot of people don't really think about legal
- 2:22until they need something legal. They don't often think about it
- 2:25as something that you do in advance or, you know, as a
- 2:27precaution to be prepared for, you know, maybe staving off
- 2:30those eventualities. So I wonder if you'd, you know,
- 2:32maybe talk a little bit here at the beginning just about sort
- 2:35of, you know, who you are, what your career looked like and you
- 2:38know, sort of what led you to where you are today.
- 2:40Right. Yeah.
- 2:42Well, I mean, that's a great jumping off point because I do
- 2:44think that legal for entrepreneurial companies should
- 2:49be regarded as a, a profit making tool, a profit
- 2:53preservation tool. And I don't think that a lot of
- 2:56entrepreneurs tend to like to think of it that way.
- 2:59It, it feels more like a cost or maybe an investment if you're
- 3:02being a little bit more generous about it.
- 3:04But it really is it, it's intertwined so intimately with
- 3:08your ability to make and keep the money that your business is
- 3:12set up to earn for you. So my background is one of being
- 3:18an intellectual property lawyer. Originally it was an area of
- 3:22training that I was lucky to sort of fall into very early in
- 3:26my legal career. And so a lot of brand
- 3:30protection, a lot of copyright and trademark law, some
- 3:34licensing, things like that. And I started to work more with
- 3:40marketers generally because there are a lot of legal issues
- 3:44that arise adjacent to marketing related to IP protection.
- 3:49And then I sort of started getting immersed into the world
- 3:52of marketers and then more narrowly after that, independent
- 3:58marketing agencies and they can be agencies of any stripe,
- 4:01media, creative design, PR and communications, you name it,
- 4:07what they all have in common and and who we serve today in my
- 4:12current law firm, which is about 12 1/2 years old, it's not my
- 4:15first firm, but we founded this one to serve independent
- 4:19marketing agencies specifically in the United States.
- 4:21And so we helped them with IP contract development and
- 4:26negotiation and marketing regulation compliance.
- 4:30And you know, before that I was sort of running this practice
- 4:33and narrowing it our client base to this vertical in a silo
- 4:40within a more entrepreneurially focused law firm, which is my
- 4:43last partnership. And I just had a heart for
- 4:46serving these agencies. And so founded this firm that I
- 4:50will own and run to do that. I love that.
- 4:53Well, and I think what's really interesting is I think in
- 4:56somebody who's been in marketing basically my whole career, I
- 4:59think there are a lot of misnomers around intellectual
- 5:02property and stuff like that, where people, you know, operate
- 5:05kind of without a net more than they think they are.
- 5:07And on the assumption that, oh, well, you know, I drew it first,
- 5:10therefore it's copy written or I've done this, you know, so
- 5:13therefore I have the trademark. I'll have first dibs on that.
- 5:15You know, and I think people have sort of especially, you
- 5:17know, creative people like myself who draw or illustrate or
- 5:20whatever, we just sort of assume we own our work, you know,
- 5:23because we've done it. So do you mind talking a little
- 5:25bit about just sort of, I don't know, some, some common
- 5:27misconceptions or things that might have come up over the
- 5:30course of your career in terms of intellectual property where
- 5:33people are maybe a little fast and loose with stuff versus, you
- 5:36know, where you should actually be working with an attorney?
- 5:38Right, right. Well I think you know
- 5:42fundamentally most entrepreneurial companies are
- 5:46our client base happens to be entrepreneurial firms that are
- 5:49marketing agencies, but you could be a software developer or
- 5:53consultancy or they all tend to undervalue the amount of IP that
- 5:57they are creating on a day-to-day basis.
- 5:59So I think if you if that's your platform of starting point and
- 6:03you realize that it's your primary product if you will and
- 6:08your most significant asset in many cases, especially for small
- 6:11closely held businesses. So where do they, you know where
- 6:15do we see the most frequent missteps?
- 6:18I think the first place to look for lots of closely held
- 6:22businesses is the fact that they are running with a talent base
- 6:29that is frequently gig based. And the misunderstanding that
- 6:34occurs there or the misimpression, if you will, is
- 6:37that, well, if I've paid somebody to create some work
- 6:40from my company that they might get integrated into work that I
- 6:44sell to our clients or customers I own that I've paid for that.
- 6:48I've asked them to do it. I've given them parameters,
- 6:50they've created it, I've paid them.
- 6:53Which is not the way the United States regards copyright law and
- 6:57which actually isn't the legal basis for ownership of any of
- 7:01the work that that individual or that other firm has done for
- 7:04you. So the first, I think, misstep
- 7:07that lots of businesses make is they're not adequately
- 7:12documenting the ownership trail of the IP that's being created.
- 7:16And it's less of a question when your company pays somebody AW2
- 7:23wage to create something within their scope of employment for
- 7:27you. The law is pretty clear about
- 7:29who owns that in that case. It's not so clear when you work
- 7:33with alternative types of talent OR subcontractors, or you enter
- 7:38into strategic partnerships with other firms, or you have two
- 7:42company owners who might have each brought some of their own
- 7:44IP to the table to collaborate. So lack of documentation and
- 7:48lack of a clear chain of title regarding the original
- 7:53creations, whether they're an invention, a piece of
- 7:55technology, an ad campaign, whatever it might be, that I
- 7:59think is the 1st place to start. Yeah, no, I think that that's
- 8:03really smart. And especially, you know, I
- 8:04mean, to your point, a lot of people are using gig workers
- 8:06these days and freelancers, contractors, people like this.
- 8:09And so, yeah, I guess not having a clear contract in place or
- 8:12something like that could really leave you high and dry if the
- 8:14assumption is that, you know, just because I paid for it, it's
- 8:16mine. So I think that's a really good
- 8:18point you mentioned. And there's something about, you
- 8:20know, a lot of these small agencies, especially the closely
- 8:23held ones are generating maybe more IP than they're thinking
- 8:25of. And I wonder if we could just
- 8:27talk a little bit about more about IP or intellectual
- 8:29property as we, I guess think of it.
- 8:32And, and the reason I'm asking is because I think for a lot of
- 8:35people, they think of their IP as being their logo or maybe,
- 8:39you know, some SOP or maybe they have some process or an
- 8:43application that they're using. But I, I think most people
- 8:45aren't even sophisticated enough to have those things in place,
- 8:48right. So if you're just a
- 8:49run-of-the-mill marketing agency and you're just creating work
- 8:52all day long, like I guess what's the point of protecting
- 8:55the IP if it's just my logo or if it's just whatever, you know?
- 8:58So like what, what am I missing in terms of the, the kinds of IP
- 9:01that marketing agencies are spinning up that they might not
- 9:03realize should be protected? Well, I like to you, we use at
- 9:09my firm basically a triangle rubric, if you will, for quickly
- 9:14thinking about whether you have IP in your business and what
- 9:18kinds of IP you might have. Three points of the triangle.
- 9:22Top of the triangle, if you will, is brand, and that is how
- 9:27you go to market and how you identify yourself as the source
- 9:30of whatever it is that you sell or provide in the marketplace.
- 9:34And typically brand is going to be protectable by trademark law.
- 9:37So it's your company name, it's your product names, it's your
- 9:42slogans, your tag lines, it's any of the elements of your, any
- 9:48of the physical manifestations of your branding.
- 9:50Brand is a very big concept. It goes beyond trademarks, but
- 9:54so that's trademarks and that's brand and that's really kind of
- 9:57at the top of the triangle. Then you go to the second point
- 10:00of the triangle and that's your content.
- 10:03And that's probably the broadest.
- 10:05It should be the if I had done better in math and high school,
- 10:09I could draw a triangle that had a like a really big point.
- 10:12So your content is a broad category, right?
- 10:16It can mean the actual stuff you're creating, your software
- 10:20code, your online learning course, your videos, your
- 10:26marketing campaign materials and collateral.
- 10:30All that is your content. And that can be predictable
- 10:35under a couple different theories of the law.
- 10:37Typically it's copyright if you're going to be exposing that
- 10:40content to the world and releasing it publicly, But it
- 10:44might also be a trade secret. It might be something that you
- 10:46have a strategic advantage over your competitors or anyone else
- 10:50in the marketplace with because it's proprietary to you.
- 10:55It's your secret sauce about how how you create, how you deliver,
- 10:59what your standard MO is for doing business.
- 11:03So you our legal theories, they are either copyright protection
- 11:08or trade secret protection. If it's an original invention,
- 11:12it might be patentable, but I'm not a patent lawyer so I'm not
- 11:15going to get too deeply into that.
- 11:18But that's the first place that people typically think about
- 11:21protecting IP is, oh, is it patentable?
- 11:23There's so many other theories of protection for your
- 11:25intellectual property, especially in a knowledge based
- 11:27business. So that's your second very large
- 11:30point of the triangle because it actually covers the things you,
- 11:34the stuff that you are creating and putting out into the world.
- 11:39Then you have the Third Point of the triangle, which is
- 11:42transactions. And I mean two things by that,
- 11:46transactions in to your company or your firm.
- 11:51And we talked about one of those types of transactions a moment
- 11:54ago, which is your independent contractor or freelancer or
- 11:57strategic partnership relationships.
- 11:59Anytime you've got some third party who doesn't work for your
- 12:04firm and get an actual paycheck contributing to the content that
- 12:09you've created, that's a transaction in to your business
- 12:13and that needs to be documented and protected contractually.
- 12:18But then there's your cut your transactions out of the
- 12:20business. And this is the way you actually
- 12:22monetize or make money from your stuff, right?
- 12:25It's the license fees or subscription fees that you
- 12:28charge for your information banks products.
- 12:30It's the purchase price of whatever it is that you're
- 12:33selling your thing for whatever your revenue model might be.
- 12:38Your, your transactions protect your revenue model, but they
- 12:43also protect your intellectual property because your terms and
- 12:46conditions are very important for governing how anybody else
- 12:50out in the world can use what you're giving them access to,
- 12:54particularly in the realm of software or mobile applications
- 13:00or any original creative work. So that's your Third Point of
- 13:04the triangle and that's the one that closely, most closely
- 13:08correlates with your money signs.
- 13:09But you have to have the other two points of the triangle
- 13:11covered as you go to market to protect those two categories of
- 13:17your intellectual property. OK, so, so based on that, I
- 13:22mean, like it's, I guess interesting, right?
- 13:24Because I think that those things are, are the things that
- 13:27even, you know, companies big and small start engaging in,
- 13:29right? They start doing these things.
- 13:30They've got a little name for their shop or they're creating
- 13:33some content, they're blogging their newsletters, they're, you
- 13:35know, doing work for clients. And then, you know, obviously, I
- 13:38guess if you're in business, you have transactions going in and
- 13:40out. So it because my, my next
- 13:43question was kind of like how small is too small?
- 13:45Like when do we need to begin engaging people, right?
- 13:47I mean, for especially for small businesses, I think the notion
- 13:51of spending money on legal is like, well, let's see how long I
- 13:53can kick this down the road. Or, you know, maybe I'm a new
- 13:56business. And so I don't necessarily feel
- 13:57like, you know, what if we don't succeed?
- 13:59What if we're not going to get it?
- 14:00You know, maybe we'll maybe we'll do OK, but we don't know
- 14:03where we're going to be in a year, you know, so I'm not going
- 14:05to put a bunch of money into legal and that kind of stuff.
- 14:07So from your perspective and and obviously, I mean, I'm sure
- 14:10it's, you know, from day one, but you know, what's
- 14:12realistically where do small businesses, at what point makes
- 14:15the most sense for them to start engaging with legal people?
- 14:17Like is there a dollar amount or some other stage that makes the
- 14:20most sense for them? I can't speak to a specific
- 14:24dollar amount, but what I can say is that the extent to which
- 14:30you're business is founded on a platform of intellectual
- 14:36property and not the actual sale of some physical item can kind
- 14:44of dictate how much energy and how early you want to pay
- 14:48attention to having your intellectual property protection
- 14:52house in order, if you will. And what do I mean by that?
- 14:55I think you need as an entrepreneur to ask yourself
- 14:58what would be or could be the damage to the company if someone
- 15:03else was either using a brand or a trademark that was
- 15:08substantially similar to mine. It could cause confusion in the
- 15:11marketplace about who sells what.
- 15:14We see this happen every week in our business because trademark
- 15:19due diligence didn't get done or are sometimes inadvertently.
- 15:23It happens and you need to have a plan for what to do and a lot
- 15:27of your options are determined based upon how well you've
- 15:30protected your IP. So there's a risk calculus that
- 15:34happens for every business owner, right?
- 15:36It's how damaging would it could it be to our business if we had
- 15:42a trademark infringement problem?
- 15:44Could we weather that storm? Could we afford to rebrand?
- 15:47Could we afford to? Will we have the actual legal
- 15:52foundation to be able to stop somebody from encroaching onto
- 15:56our brand? So that's the first thing.
- 15:59I think the second thing is it's not an all or nothing situation.
- 16:04And I, you know, every business is different in terms of their
- 16:08triage of which of these they should be tackling and when.
- 16:14But they haven't sat down and actually made the assessment.
- 16:17You should be sitting down and making the assessment, the doing
- 16:20the audit of your IP on a regular basis so that you can
- 16:23think calmly and strategically about what your protection plan
- 16:28should be. Perhaps the protection that
- 16:31would be optimal for a particular piece of intellectual
- 16:34property isn't worth to you the risk of, of a potential
- 16:40encroachment or infringement. You've made that, you know,
- 16:43analysis and you're OK with waiting.
- 16:45There's nothing wrong with making that It's but it should
- 16:47be an intentional business decision.
- 16:50And so I think to answer the question, you have to actually
- 16:54understand the foundation of the IP that's in your business.
- 16:57You need to be doing that analysis.
- 16:58And I just gave you sort of a cheat code for that, right?
- 17:01Look at the three points of the triangle.
- 17:03Sit down, do some thinking, make a list, and figure out which of
- 17:08those could be most disruptive to your business if you hadn't
- 17:13adequately taken the steps to protect them.
- 17:17Yeah, no, I think that's right. And I wonder too, I mean, if
- 17:20some of it isn't, I don't know, maybe it's lack of education,
- 17:22right? Maybe people don't realize how
- 17:24much risk they're actually opening themselves up to.
- 17:27I've seen this a lot with like, especially with small agencies,
- 17:29more on the design side, which is where I lived more of these
- 17:33companies. You know, I mean, you got a lot
- 17:35of people that are kind of doing creative work that might be a
- 17:37little derivative of something else.
- 17:39Or you've got, you know, a lot of agency names that are sort of
- 17:42similar or all kind of look the same, you know, but maybe it's a
- 17:46bunch of people just like you and nobody's going to be, you
- 17:49know, litigious and you're just going to be able to float.
- 17:51But I think sometimes, you know, you might run into something or,
- 17:54you know, maybe if you're charging enough for a product,
- 17:57you know, maybe you're doing, let's say like a web designs
- 17:59project or something that's really costly, not having those
- 18:03legal protections could kind of sneak up and bite you.
- 18:04I think like, you know, and maybe this is more contractual
- 18:07than it is IP. But but it seems like it's one
- 18:11of those areas where especially freelancers are sort of small,
- 18:14you know, single operator kind of businesses might not have
- 18:17protection in place, whether that was, you know, they didn't
- 18:20bother to get a contract or whatever, you know.
- 18:23So is there, I guess, you know, any kind of gotchas or things
- 18:27like that that you should be aware of when it comes to that
- 18:29sort of thing? So I'm trying to think of a
- 18:31better example or like a more concrete example here.
- 18:33But I'm just thinking of the idea where you know you feel
- 18:36loose and comfortable to just proceed without thinking about
- 18:38the legal ramifications. But the downside of getting
- 18:42caught sleeping could be much bigger, maybe, than you think it
- 18:45would. Right.
- 18:46Well, so I mean, if again, if we, if we run it through the
- 18:51three points of the triangle, what are your risks in terms of
- 18:54branding or trademark conflict, right.
- 19:00That calculus looks like what, what would it mean to our
- 19:04business to have to rebrand, to have to abandon our brand and
- 19:09start from scratch again? What will we lose in our
- 19:14reputation equity? What would we, what would it
- 19:17mean like for our client communications?
- 19:21So that's a place to start when it comes to trademark and brand.
- 19:27And when you compare that to the cost of being proactive about,
- 19:31for example, having a trademark search performed, A legitimate
- 19:35full trademark search, not poking around on, you know, on
- 19:39chat or Claude or Perplexity or Google to see do I see any
- 19:46other, you know, conflicting. I mean, obviously start at all
- 19:49the places that are available to you without investment.
- 19:52You can do a lot of this knockout work yourself, by the
- 19:55way. So that's, I mean, in the brand
- 19:57family, I'm first and foremost a trademark lawyer and that's how
- 20:03I got my start as an attorney. I have seen over the years that
- 20:08I've practiced for businesses in all industries what the economic
- 20:13value of a brand is to a company, no matter how small
- 20:17it's starting out, and how expensive it can be to have to
- 20:22abandon ship or. Or beat back down someone else
- 20:26who's trying to steal or conflict with my brand or, or
- 20:30palm off on my reputation and our brand reputation.
- 20:34So I, I think that, I guess I would disagree that the question
- 20:39is how much can you afford to get away with not doing?
- 20:42I think the question should be what are the steps we need to
- 20:46take today? What are the need, the steps we
- 20:49need to take down the road and then way down the road to make
- 20:53sure we're making, you know, progress, not perfection, right?
- 20:56That's what I always like to say to move in the right direction
- 21:00to have a consistent IP protection strategy and a well
- 21:06protected IP portfolio. Then remember you ideally you
- 21:10want to be avoiding all it's this block and tackle work while
- 21:13you're growing the business. But what we haven't talked about
- 21:17yet is how much it can mean to your business to have a fully
- 21:22protected portfolio of intellectual property when you
- 21:24go to sell it, what it can mean for the value of your company on
- 21:29the market. And so This is why I say, you
- 21:32know, I have a very distinct point of view about this that
- 21:36legal should be a profit preservation or a money making
- 21:39tool. And IP is one of the areas where
- 21:41that is most true, where that is most resonant, because the more
- 21:45you do along the way to build the legal fortress around your
- 21:50intellectual property as a business, the more it's going to
- 21:53be worth in dollars and cents when you go to get an investor
- 21:57in your company, sell your company, you know, bring a
- 22:01partner into your business, whatever it might be.
- 22:03Yeah, it's a really great point and it's actually kind of the
- 22:05next thing I wanted to get into. So it's perfect timing or a
- 22:08great Segway. It's like like you're sharing
- 22:10notes here with me, but. We're not everybody.
- 22:13We're not. Yeah, no, no, there's no like,
- 22:14weird I. And I are just freestyle in it.
- 22:17Yeah, so, but so, but this is actually one of the things that
- 22:20sort of occurred to me. And you know, so I ran
- 22:22basically, you know, a little marketing design agency, but it
- 22:25was basically an extension of my freelance career, we'll say.
- 22:29So like I was sort of the designer at the center and I was
- 22:31the center hub. And then, you know, we'd bring
- 22:33on resources or stuff like that to expand and take on bigger
- 22:36jobs or whatever. But but at the end of the day,
- 22:38it was still just sort of me. And so in that business, I never
- 22:42put a lot of it like stock in the IP at all.
- 22:46You know, I mean, and I did that business for 20 years, you know,
- 22:48but I was like, but it wasn't ever going to be sold.
- 22:51It was just me. It totally hinged on me at the
- 22:53middle. And and, you know, there wasn't
- 22:54going to be a version of this that I could just package up and
- 22:57sell to somebody. It was just, you know, basically
- 22:59I built myself a job, right. And so with our latest iteration
- 23:03of our company, though, I've been much more purposeful on
- 23:06trying to build proprietary tools, trying to build
- 23:09intellectual property that I think we actually could own at
- 23:12some point. And for the purpose of this
- 23:14might be my retirement plan, right?
- 23:15Like, you know, I, I'm just getting old enough now that I'm
- 23:18going well, OK, I spent a life as a freelancer with NO4O1K and
- 23:22like, I might have to out earn myself out of my
- 23:24irresponsibility. And so a big part of that is,
- 23:27OK, well, maybe we can develop tools and resources that are
- 23:29actually, you know, worth something.
- 23:31And, and for purposes that you just described too, like if we
- 23:34were to go, go and sell, you know, if we've got some
- 23:36protections around the things that we've created, we'd
- 23:39definitely be in a better situation for the sale.
- 23:41But it's interesting just because I, it never really
- 23:43occurred to me or, or like I, you know, certainly I'm guilty
- 23:46of playing fast and loose with a lot of this kind of stuff, you
- 23:48know, and just working from kind of the artist's perspective,
- 23:51which is, oh, well, I drew it. So it's mine.
- 23:53You know that kind. Of well, and one of my favorite
- 23:55soapbox. I mean, this is I, I, I talk
- 24:00about this a lot on my show and actually when I get a chance to
- 24:04speak to audiences of again, our audience happens to be marketing
- 24:08agency owners. But this is true for any
- 24:11consulting firm owner or any any entrepreneur who has a
- 24:16professional service based business, for example, like
- 24:20consulting, education, whatever it might be, marketing agency,
- 24:26the potential for creating a a revenue stream that stands up
- 24:34along next to your fee for service revenue.
- 24:37And the example that you just gave painted such a vivid
- 24:40picture of this. Ryan, for the owner of a
- 24:43professional services firm who wants to think about what could
- 24:48my succession or my ex's strategy be?
- 24:50One of these days, thinking about your intellectual property
- 24:53strategically is one of the top things you should be doing to
- 24:58figure out how to squeeze the most money out of your business
- 25:05that you can when you're ready to move on to other things.
- 25:09And what do I mean by that? Think about the additional
- 25:13revenue streams that your intellectual property could
- 25:15enable you to establish alongside of your customized fee
- 25:21for service work that you do day-to-day for the benefit of a
- 25:25client of your firm. If you're a consulting firm or
- 25:28you're a marketing agency, you are, you know, you are charging
- 25:33by the project. Hopefully you're not planning on
- 25:36billing hourly for much longer because that is not that's going
- 25:39to be a race to the bottom in my, in my opinion, for any
- 25:43professional service firm. But you're what you know what,
- 25:46regardless of your business model, you're charging for
- 25:49custom created work for the benefit of your client.
- 25:53But doing that over and over and over, over the course of months,
- 25:57weeks, years means you're developing your own intellectual
- 26:00property. Great examples of that are
- 26:03you've created a great system for product design or branding
- 26:09or how to do something well, turning that into a, an online
- 26:17learning opportunity, an on demand course, a keynote
- 26:21presentation that helps you, you know, get the message out to the
- 26:26to the world about what your what your company is about.
- 26:30These are all pieces of intellectual property that not
- 26:33only can enhance the business of the value of your company
- 26:37overall, which I mentioned earlier, but maybe you want to
- 26:41close the agency or the consultancy one day and maybe
- 26:44you want to simply provide for an ongoing stream of revenue
- 26:49because of your information products.
- 26:51Maybe you want to continue to be a creator, but you don't want to
- 26:58do fee for service custom work anymore.
- 27:01Maybe somebody else wants that part of the business and you
- 27:04want to do what? Or maybe you want to sell the
- 27:06information part of the business and cash in on that and close
- 27:13the fee for service side of the company because it's not what
- 27:16you want. Or sell that part of it.
- 27:18It creates divisible pieces of the business that not only earn
- 27:23you separate revenue streams that can be as passive as you
- 27:27want them to be alongside the other things you do to make
- 27:30money in your company, but can be separately sold or retained
- 27:35or broken apart from your main business.
- 27:39And so when you think of this strategically, it's you are
- 27:42building an asset base that has its own money earning ability.
- 27:47That's what the that's the beauty of intellectual property,
- 27:50and that's its proper place in your thinking about how it fits
- 27:55into your overall money making strategy.
- 27:57Yeah, I love that. And I'll just say that you know,
- 27:59you in my own experience and and maybe this will be the case for
- 28:02people who are listening, but like I have definitely with age
- 28:06started to think more about this stuff.
- 28:08And, and for me as somebody who started a business as a designer
- 28:11himself and was doing the lion's share of the work at the
- 28:14beginning, you know, in the early days, like I grew quickly
- 28:18from 25 year old guy that could work 18 hour days in front of
- 28:21the computer and just plug away all day into 46 year old guy.
- 28:24That's like, man, I'd really love to just work about 5 hours
- 28:28today. All good.
- 28:29You know, like, I mean, I've definitely evolved in my, in my
- 28:32old age. And I think part of that
- 28:34evolution has changed the way that I think into more systems
- 28:38based thinking where I am thinking about building out, you
- 28:41know, different things. And like, I have kind of a, a
- 28:44setup going where, you know, we do the podcast and then I, I
- 28:47consult on podcasting and then we also do, you know, I'm
- 28:50building out the course on podcasting now.
- 28:52And you know, we've got, I do my weekly newsletter, but my weekly
- 28:56newsletter is based on the transcript from the
- 28:58conversations we have on the podcast.
- 29:00And you know, like it's kind of this whole ecosystem, right?
- 29:02So everything works together that way.
- 29:04And but so to your point about IP, there's IP around each of
- 29:07those little buckets, you know, and I don't know if any one of
- 29:09them will be profitable or make money or whatever, like who
- 29:12knows? But but the, the point is that
- 29:15to your, to your notion of taking something and making it
- 29:17super divisible. I think for people like me who
- 29:21started the business at the middle, you know, you're the
- 29:22plumber who started to plumber, you're the artist who decided to
- 29:25do art for a living, like where you took your passion and made
- 29:28it your job basically, instead of building a business, IP might
- 29:32be the way to make your company divisible beyond you as that
- 29:36core freelancer, right? And so I think for people who
- 29:39are like me, and there's a lot of people who just have started
- 29:42a business because it was the thing they liked to do, you
- 29:44know, they, they like to do woodwork.
- 29:46So they started a woodworking company, for example, you know,
- 29:49building these different streams, you know, overtime can
- 29:52certainly make your company into something that is sellable or is
- 29:55more divisible. Like I, I use the example of my
- 29:57prior business where I was like, well, I knew I was never going
- 29:59to sell it or anything, but in 20 years, I mean, God knows,
- 30:01maybe we did something cool, you know, maybe there was something
- 30:03we could have sold off. Or, you know, if I was being
- 30:05more purposeful about the intellectual property that we
- 30:08were developing over the years, you know, maybe we would have
- 30:11had some things and maybe, you know, OK, well, I'm going to get
- 30:13extracted and this little piece of the business isn't going to
- 30:15be part, you know, something we could sell, but we could sell AB
- 30:18and C, right? So I think just, you know, to
- 30:20your point, I think being more purposeful would have maybe
- 30:22changed my perspective a little bit.
- 30:24Well, first of all, I don't, I don't think 46 is old, but
- 30:30especially the imagination. However, yes, it's a key part of
- 30:35thinking about your succession options.
- 30:37As you know, we just went through.
- 30:39But remember that I'm very accustomed to talking with a lot
- 30:45of owners of market M&A in the marketing agency space is very
- 30:50heated right now and even amongst the most small of
- 30:54marketing services businesses. So agencies that wouldn't have
- 30:58considered themselves to be an M&A target, you know a while
- 31:03ago, they're they're not looking at the what are their options
- 31:06are for making deals. And so yes, the IP creation both
- 31:10to enhance the value of your company overall and also to give
- 31:13the exiting owner some options, that's one thing.
- 31:16That's one part of the puzzle. But don't forget about using
- 31:20your business as an ATM while you're still running it and
- 31:25leveraging your intellectual property to create standalone
- 31:29products, standalone revenue generating offerings while
- 31:34you're running it. It's also a great burnout
- 31:37strategy, burnout avoidance strategy, right?
- 31:40Because you can use the creating and the leveraging of the
- 31:44creations. What you should be protecting
- 31:48legally, as we talked about earlier, to be earning separate
- 31:52revenue streams along the way to give you more options about how
- 31:57you want to move through the life cycle of your company.
- 32:01So yes, it's a great long game, but it's also something that
- 32:08every business owner should be thinking about just as part of
- 32:14their growth and scaling of the business on a day-to-day basis
- 32:17as well. And so I think I think a short
- 32:21term, mid term and long term view of this is something every
- 32:26entrepreneur should be doing on a regular basis.
- 32:30And like I said, our lens just happens to be in the marketing
- 32:35agency industry. But you could take those
- 32:37learnings and apply them to lots of other entrepreneurial
- 32:40companies who are earning money in very similar ways day-to-day.
- 32:45Yeah, now I think that's right. Well, let's pivot a little bit
- 32:48and let's talk about AI. Obviously it's the big elephant
- 32:51in the room right now and. Of course A and I have to go
- 32:54together, yeah. Yeah.
- 32:55And there is a ton of discussion out there in the world about,
- 32:58you know, intellectual property or copyright rules as they
- 33:01pertain to a IS knowledge base and everybody having access to
- 33:05the world's knowledge all at once.
- 33:07And, you know, being able to generate a Picasso with a prompt
- 33:10instead of paying Picasso's estate, you know, these kinds of
- 33:13things. And so I wonder if you could
- 33:14talk a little bit about, you know, how AI may have kind of
- 33:17sort of broken the way the agencies used to use, you know,
- 33:20or think about IP ownership in terms of, you know, I don't know
- 33:24if the people in their company are using AI for copywriting
- 33:27purposes or whatever nowadays. Like what does this do to, you
- 33:30know, a company who is trying to create things that should be
- 33:33their own IP, but is this breaking their ownership ability
- 33:38by by getting into AI tools? So I mean, we're to start, I
- 33:43think you know, as we're having this conversation, it's early in
- 33:46the year 2026 and there are still a lot undecided at the
- 33:53highest levels of our federal courts, which is how we decide
- 33:59copyright issues and content ownership issues in the United
- 34:02States about what particularly with the big AI platforms are
- 34:07doing with copyright protected works and what it might mean for
- 34:12our ability to protect our own work moving forward.
- 34:15Right. So I would say first of all that
- 34:20what we're seeing so far is a willingness by the courts to
- 34:24sort of consider training the off of originally original
- 34:31copyright protected works to probably be allowable and
- 34:35permissible, assuming that the platforms are acquiring their
- 34:42copies of these works legally and lawfully, which has been a
- 34:45huge part of the dispute. So what does that mean?
- 34:49Well, I mean, what does it mean to an average small business
- 34:51who's trying to create and use these tools to make deliverables
- 34:55for their clients and not get everybody sued for infringing
- 34:59somebody else's copyrights? So I think it starts first of
- 35:03all with having very well expressed AI policies in writing
- 35:10both internally at your business and externally with your
- 35:15clients. How do you do that?
- 35:18Well, you know, let's not make this harder than it used to be.
- 35:22I think it starts as simply as what?
- 35:25How does our business use these AI tools?
- 35:28Which tools do we use? What are the use cases for our
- 35:33our team members being permitted to use them?
- 35:37What do our team members need to do if they want to start using
- 35:40additional tools? And then I mean, that's the,
- 35:44that's the starting point for your own written AI policy in a
- 35:47business. And every business, no matter
- 35:48how small you are, should have one.
- 35:51You should be able to clearly talk to your clients about how
- 35:55you're using AI and you should be asking your clients and
- 35:58customers questions about how they're using it, what their
- 36:03rules are. Because if if you're, you may be
- 36:07a small business, but you may be serving an, an enterprise sized
- 36:10client, or you may be serving a government agency client and
- 36:15they may have policies around AI use that are very much more
- 36:19conservative than yours are. So you need to know what their
- 36:21guardrails are. You need to know what their
- 36:23expectations are. So have the conversations and
- 36:28have, have a guided conversation with them.
- 36:30Prepare your questions, think about what you need to know from
- 36:33them. So there's your policies,
- 36:35internal and then external with your clients, with your
- 36:40strategic partners, with your freelancers.
- 36:44Because the last thing you want to do is be, is be in the
- 36:47position of telling your client. These are the tools we use and
- 36:50these are the things we use them for.
- 36:52And we don't deviate from that unless we have a conversation
- 36:55with you about it to then only have your freelancer turn in a
- 36:59project to you where they've they've gone completely off
- 37:02reservation and use like tools you're not even aware of them
- 37:06having, you know, exposed your clients information to.
- 37:10So that's the first thing is have your policies in order,
- 37:14have contract language that addresses use of AI in your
- 37:17professional services agreement. That's the second thing that
- 37:20every business should be doing and thinking about.
- 37:24What are we? What are we using?
- 37:29What are we promising you that we will and will not do with AI?
- 37:36How will we handle it if there is an inadvertent infringement
- 37:41of somebody else's copyright or other intellectual property that
- 37:46accidentally happens because we've used these AI products.
- 37:52This is where, you know, the indemnification and the
- 37:54liability limitation language and a services agreement is
- 37:57important. You know, and for some business
- 38:00owners who are listening to this thinking, we don't include that
- 38:03in any of our agreements. Well, now is the time to start,
- 38:06especially if you're using AI tools to help create
- 38:08deliverables. So it's your policies, it's
- 38:11contract language and and then it's just having a familiar
- 38:17working understanding of what the terms and conditions are of
- 38:21the platforms that you most frequently use.
- 38:23Read them, have somebody on your team read them, understand them.
- 38:28You know, I can give you sort of a spoiler about IP infringement.
- 38:34Then the spoiler, there is no major AI platform is going to
- 38:38help you or indemnify you if there's an infringement that
- 38:42occurs on your watch because you use their products.
- 38:48That's going to be your client is going to be on the hook and
- 38:52you're probably going to be on the hook too leads to be the
- 38:54rest of the world. So read the terms and conditions
- 38:58of the platforms that you use. So those are three simple steps
- 39:01that any business owner listening to this can implement
- 39:05in their business to be more AI ready from a risk management
- 39:09perspective. So if people are starting to use
- 39:12these different tools and obviously it seems like right
- 39:13now anyway, there's a new tool every week, but you know, I
- 39:17think that the winners are starting to rise to the top.
- 39:19So it's starting to become more clear to the companies that or
- 39:22the different clients and tools that people are using.
- 39:24But who actually owns the AI assisted work?
- 39:27Is it the agency itself? Is it, you know, cuz I mean like
- 39:29you mentioned before, we talked earlier about like using a
- 39:32contractor or a third party human, but if we are using a
- 39:36third party robot instead, you know, so who actually owns that
- 39:40copyright at the end of the day? So you can only own copyright
- 39:46and human created work in the United States.
- 39:49So what that means is that if you've used AI to create
- 39:55something, nobody can own it. Now the question that I always
- 40:00quickly get after I say that is well.
- 40:03What if we used AI to get started and then we sort of, you
- 40:07know, we use it as inspiration and then we added some human
- 40:10creed. There's no metric I can give
- 40:12you. There's no percentage I can give
- 40:14you because that's the third question I usually get.
- 40:17How much does it have to be human created in order to be
- 40:20ownable? There is no amount.
- 40:22What I can tell you is that as far as the Copyright Office is
- 40:25concerned, I remember they're not a court, but they are the
- 40:28people who approve copyright applications for registration of
- 40:33copyrights. Their position is that if you
- 40:37can clearly identify the human created content in any work and
- 40:41separate it out from anything that AI generated, you can still
- 40:44own the rights to that work. Why does that matter?
- 40:48Why? Why should anybody listening to
- 40:50this care about that? Your contracts should handle
- 40:55ownership of the the IP in a deliverable for an AI assisted
- 41:02work just like they would handle it for any other kind of work.
- 41:06And that means that anytime you've incorporated some third
- 41:09party content into a deliverable, whether that's
- 41:12stock photography, whether that's a licensed font or
- 41:16whether that's something that was generated out of a
- 41:19generative AI platform that's handled separately.
- 41:24And so your agency doesn't own anything that's created out of
- 41:27AI. Your client can't own anything
- 41:30that is generated completely out of AI.
- 41:34It's not ownable. Actually, you have to have a
- 41:37conversation about that because your client may not be willing
- 41:41to see the distinction if it's not pointed out to them with
- 41:45enough time for them to think about it and consider it.
- 41:48So the short answer is nobody owns anything that is entirely
- 41:53AI generated under the copyright laws of of the United States and
- 41:58just about every other country. If you have an infringement
- 42:03problem because whatever the deliverable is that gets created
- 42:08is substantially similar to somebody else's copyright
- 42:11protected work, everybody involved in the chain of
- 42:14creation or publication of that work is going to have some
- 42:18responsibility. What we don't know yet is how
- 42:20much responsibility, because there's no court decisions yet
- 42:25that are really that are definitive on that point.
- 42:29Well, I just kind of want to point it out.
- 42:30I think that the maybe creates a good opportunity for small
- 42:34companies. You're talking about legal
- 42:35protections as a way to be more profitable.
- 42:39It seems like that might actually be a selling point,
- 42:41right? Like, hey, I can use AI and we
- 42:43can get our prices down for you, but you're not going to be able
- 42:46to own any of this stuff. So we're going to stick your
- 42:47logo in it or whatever. But like, if you as my client,
- 42:50this Company B is trying to grow their IP, you know, it might
- 42:55become very interesting to them if they understood that the
- 42:57tools that they're using to do things more cheaply are actually
- 43:01prohibiting them from developing IP materials that they might
- 43:04want to be building for a small service provider or something.
- 43:08It might actually be the way to raise your rates is to say,
- 43:10well, yeah, but we're going to use strictly humans and you'll
- 43:12be able to own all this stuff. But like, own ability might
- 43:15actually become a factor in, in some of the work you're doing.
- 43:18Where I think a lot of times it's just especially with
- 43:20designers and I'm just speaking from a design perspective, but a
- 43:22lot of times it's very transactional.
- 43:24It's like, hey, you know, I need a social media ad, will you just
- 43:26make me an ad? You know, And there's not a lot
- 43:28of thought to it other just we're passing it, passing
- 43:30something wrong. But I don't think people are
- 43:32thinking long term about ownership of that ad or
- 43:35whatever. You know, we've got their logo
- 43:36in it and their product in it and stuff like that.
- 43:38But I don't think they're thinking about that in terms of
- 43:41a longer form IP strategy, which is we're building these
- 43:44campaigns around products or whatever.
- 43:47And if AI is being used and it does end up negating any like
- 43:51real ownership value of that stuff, maybe social media ads
- 43:55aren't the best example, but there could be some version
- 43:57where you not being able to own that thing is actually
- 44:00detrimental to my client's IP portfolio, right?
- 44:04Where, you know, they may not have realized that.
- 44:07Before, right? Yeah.
- 44:09And I think it comes down to it's funny.
- 44:13This comes, this comes out a lot in a, a segment of the work that
- 44:19our, our firm does is in the influencer and creator space.
- 44:23And there's a lot of back and forth that always happens
- 44:25between the influencer or the creator team and the brand team
- 44:29about who's going to own the content, who, how long he
- 44:32writes, how long you're going to be able to use it.
- 44:34And one of the right. And a lot of times these
- 44:37conversations can be very academic, quite frankly.
- 44:39And I say this as an IP lawyer who's a warrior for IP.
- 44:44Sometimes the IP is not that valuable.
- 44:48You mentioned a social media campaign.
- 44:51What will the shelf life of that content be?
- 44:54How long is it going to be valuable, relevant, usable?
- 44:59I think that's an important part of the analysis when it comes to
- 45:02figuring out how much you want to invest in protecting the
- 45:06intellectual property and how you use AI in the equation as
- 45:14well. For example, we're creating a
- 45:16brand and the visual representation of a brand.
- 45:21If we're naming something, we're creating a visual depiction of
- 45:26the brand like a logo or set of logos.
- 45:29Those are forever assets, right? They can be, I mean, a trademark
- 45:33protection can last forever. As long as you use the mark in
- 45:36commerce to sell something, you can own a trademark forever.
- 45:39There's no limits as it's the only kind of IP you can own
- 45:42forever. Actually, copyrights eventually
- 45:45expire, Patents eventually expire.
- 45:46Trademarks can live forever if they're.
- 45:49I mean, think of Coca-Cola and how many years that brand has
- 45:52been protectable. That is something you wouldn't
- 45:55want to use AI to help you generate because you couldn't
- 45:59be, you know, sure or confident of your position, but you know,
- 46:04creating a set of social media visuals that might last for a
- 46:12season or a reason. That's something you have to be
- 46:15less concerned about probably. And so you have to do a business
- 46:20analysis alongside of your legal analysis when you decide how
- 46:25much investment that you need or want to make in IP protection.
- 46:30And I'm the first to acknowledge that, even though like I said,
- 46:33I'm a warrior for protecting IP and making sure that you kind of
- 46:38take a pure approach to ownership of it and leveraging
- 46:41of it. Sometimes is the business the
- 46:45right business decision might be that it's it's not that risky.
- 46:52Well, yeah, I suppose the reality for a lot of small
- 46:54businesses especially is like, am I going to retail, you know,
- 46:56call in my attorney every time I'm going to put something on
- 46:59Instagram? Like, yeah, I mean, of course it
- 47:01probably doesn't make a lot of sense, but you know, maybe if
- 47:03you're a big enough company it makes sense to you.
- 47:04But I think it matter. I just, yeah, I think it matters
- 47:09less how small you are then it then who will see the work?
- 47:15Where will work be published? How where is this creation?
- 47:20Whatever it is, whether it's a video course or whether it's a
- 47:27marketing campaign or whether it's a piece of software, what's
- 47:31the end audience for it? So I think it's less about the
- 47:34size of the creator and more about the size or the impact of
- 47:40the creation. I think those are the metrics
- 47:43you need to be using to think about how much to invest in your
- 47:47IP strategy. Yeah, I think.
- 47:48That's go ahead. I think that's yeah, I was going
- 47:50to say I think that's smart or it's a good delineation, I think
- 47:53because like I was just thinking, you know, back to this
- 47:55notion of I'm putting together this little podcasting course,
- 47:58right? But I don't know, maybe on my
- 47:59Instagram, I want to share a little clips from the course,
- 48:01you know, so I'm sharing my literal IP in Instagram, you
- 48:04know, so even though it's going on Instagram, which I'm being a
- 48:07little flippant of, you know, I am actually putting my real IP
- 48:11that's supposed to have this value out there, right?
- 48:14You know, so, so not having any protections over that particular
- 48:17campaign might not be the best decision for me.
- 48:19Like if I'm trying to be strategic, right?
- 48:21Maybe I need to be a little more protective of the information
- 48:23I'm putting out there and not so flippant just by virtue of it
- 48:26being social media rather, you know, making a decision that,
- 48:30yeah, I'm using this channel, but I am using materials that
- 48:34are, you know, maybe should have a little higher degree of, of
- 48:37protection or thought around protection.
- 48:40Yeah, I think that there's AI think one of the hazards of
- 48:45technological advances is that it puts less focus on the
- 48:53independent value of innovation, human innovation.
- 48:56I think this is one of the big battles that AI usage is
- 49:01creating for everybody. What is the true value in
- 49:05business, in commerce? What in culture of actually
- 49:09creating new originally inspired things and bringing them to
- 49:16life? What's the value of that?
- 49:19And and that I think is a factor in deciding what your IP
- 49:26protection strategy is going to be and what your investment in
- 49:29IP protection is going to be. But over time, you know, the
- 49:33more shortcuts you take, the less value your innovation has.
- 49:38And so I think everybody needs to do their own calculus to
- 49:42determine that and needs to figure out what their own, what
- 49:47their risk acceptance level is, you know what, what their
- 49:53comfort level is with accepting risk of non protection.
- 49:57And I don't think you should be basing it like I said on the
- 49:59size of your company today. I think you should be basing it
- 50:03on the potential value of the innovation and the IP itself.
- 50:08Yeah. Well, and I think it's a really
- 50:09great point, especially with AI. You mentioned just sort of, you
- 50:12know, with new technology, you know, the world changes and
- 50:14things move more quickly or whatever.
- 50:15And AI has certainly empowered people to punch well above their
- 50:19weight in terms of whatever their established set of skills
- 50:22are or things like that. And you know, again, just using
- 50:24the design perspective, I mean, even, you know, this has been
- 50:28going on for a long time. I mean, even like, you know, the
- 50:30birth of Photoshop took things to another level.
- 50:32And you know, and now with introduction of AI technologies
- 50:35into Photoshop or into, you know, Figma and other design
- 50:39tools, these people who might not have been able to do a thing
- 50:43before now can maybe you're not a strong logo designer, but you
- 50:46could go to ChatGPT or something and generate some ideas and get
- 50:49some things going. And maybe one of those ideas is
- 50:51really good. And so you just apply a color
- 50:53palette to it or whatever and move on.
- 50:56I don't think people are thinking so long term.
- 50:59You know, I think your point about that, you know, the
- 51:01trademarkable things like, you know, like your logo, you know,
- 51:04it could really last forever. But if you literally can't own
- 51:07it because the graphic designer that you wanted to pay 20 bucks
- 51:10an hour to do logo work has created a logo out of AI and now
- 51:15it's unownable, you know, I mean, yeah, maybe in the short
- 51:19term maybe it helped or maybe it worked, but you know, down
- 51:22downstream a little bit, it's going to end up being a bigger
- 51:24problem. And so I think that with this
- 51:27technological advancement, there's a lot of these shortcuts
- 51:31that I think are going to start taking place, whether it's
- 51:33people using it to write ad copy or people are starting to create
- 51:38entire campaigns, video assets, whatever, using these tools.
- 51:41I mean, if at the end of the day, you're spinning a lot and
- 51:44creating a lot of work, but not actually owning any of it, I
- 51:46don't know how useful that actually is in the end.
- 51:49And you know, and so to your point, I thought, and I had a
- 51:52little note here, you know, talking about, you know, using
- 51:55influencers and things like that.
- 51:57I mean, obviously this become a big part of marketing.
- 51:59And so, but it seems then you know, the story about who owns
- 52:03what and when that's like a contractual deal, right?
- 52:06So I mean, is that where like sort of contract law starts to
- 52:09play into this stuff is just by defining the terms, can we claim
- 52:13back some ownership and things like that?
- 52:15You can be, I mean, whenever it's a relationship and arm's
- 52:19length relationship between two parties, whether that's two
- 52:22companies or whether it's a, a creator and a brand or an
- 52:28influencer and a brand, you can contractually resolve all of
- 52:33this honestly. And, and you have to, because if
- 52:36you don't put it in place in writing in the form of an
- 52:40agreement between parties, then the copyright law defaults to
- 52:43the copyright law, which means that whoever's created it owns
- 52:46it, right? That usually doesn't reflect the
- 52:49business intention and an influencer partnership or a
- 52:52creator partnership. So yes, you absolutely have to
- 52:55have relevant contract language. And that's kind of been a thread
- 52:59that's run through a couple of the things that we've talked
- 53:02about today, right? Freelancer relationships, AI
- 53:09tools. Anytime there's a third party,
- 53:11whether that party is a human or whether that party is a company
- 53:16or a technology platform, pretty much your default assumption
- 53:20needs to be. There needs to be some contract
- 53:22language to address the ownership of that end work,
- 53:26because the way the law defaults is not usually going to be
- 53:31reflective of the party's intentions in that situation.
- 53:34Well, and I think that circles back to what what we've been
- 53:36talking about so much here is the intention part, right?
- 53:39Trying to make sure that you're actually being intentional with
- 53:41this stuff. And you know, I mean, like
- 53:43specifically with an influencer, I mean, things could go really
- 53:46good or go really bad, you know, I mean, like, if you, you know,
- 53:49hire the right person, that's great.
- 53:50If they have some kind of wild scandal that month, you know,
- 53:53then it ends up going really poorly.
- 53:55And, and if you don't have any kind of protections for
- 53:56yourself, contractual or otherwise, that's, you know, you
- 54:00could really find yourself in trouble with something like
- 54:01that. Yeah.
- 54:03You know, key contracts are a key way of assuring a lot of
- 54:09things, not only about intellectual property and
- 54:11protecting it and the ownership structure of it, but they are
- 54:15critical liability management tools or risk management tools
- 54:20for every business when it comes to knowledge work.
- 54:24And so it's just it is a key part of your toolkit as a
- 54:28business. You know, we have, we have our
- 54:30points of view at my firm about the essential contracts that
- 54:34every marketing agency should have and it's similar for every
- 54:39industry. There's, you know, there's some
- 54:42non negotiable agreements that everybody should be defaulting
- 54:45to in their business just as a risk management strategy and an
- 54:51asset protection strategy for your company.
- 54:54Well, and so maybe here in the last couple minutes, it's an OK
- 54:57thing to talk about would be maybe, you know, what is this
- 54:59baseline, you know, for people who have maybe been remiss or
- 55:01playing a little fast and loose with the law or maybe just
- 55:04didn't even think about it at all.
- 55:06And now after hearing this conversation, they're going, oh,
- 55:08you know, I didn't even know, you know, So now I'm trying to
- 55:11wrap my head around it. What are the kinds of, you know,
- 55:14I guess basic documentation, like if you had to advise
- 55:16somebody who has nothing and they're just trying to get
- 55:18started, maybe they've got a little, you know, some sort of
- 55:20knowledge based business because that's your expertise.
- 55:23And they, you know, have been in business a few years.
- 55:25They've been just operating, you know, minding their own business
- 55:28and, and now they hear this podcast and go, oh crap, Sharon,
- 55:31I need a contract. What am I supposed to be doing?
- 55:33You know, where would you advise somebody to get started?
- 55:36Yeah, the, the best places to start are a comprehensive client
- 55:41services agreement, you know, and in my world that as a master
- 55:45services agreement, but I don't care what you call it honestly.
- 55:48I just care that you have one. And that is a written agreement
- 55:51between your business and its customers or clients that govern
- 55:54your relationship. That if you're relying on e-mail
- 55:59terms or you know, just a proposal with a sign off that
- 56:04doesn't have any terms and conditions in it, that's a
- 56:07that's your starting point. You need a client contract that
- 56:10has all the necessary legal terms and conditions in it to
- 56:14protect the parties. Secondly, you need a written
- 56:18independent contractor agreement with anybody that provides work
- 56:24or deliverables to you that isn't on the payroll of your
- 56:27company if they're not AW2 employee.
- 56:31And also, please don't call them a contract employee because
- 56:34there's no such thing. Is there a contractor?
- 56:37If they're 1099 in them, You need a written agreement with
- 56:40every single one of those people.
- 56:42Again, not an e-mail exchange, not a call on the phone saying
- 56:47can you help us out with it? An actual written agreement.
- 56:51And the goal is not to make this more complicated or more
- 56:53difficult than it needs to be. If you have all these as part of
- 56:58your regular toolkit in the business, then there's no
- 57:00friction to getting one signed by every new contractor that
- 57:04come right It is. It's an Evergreen strategy of
- 57:07get it, get your contract toolkit together and then deploy
- 57:12it in all your situations and revisit it once a year so that
- 57:15it's still current and still reflective.
- 57:17So that's the second one. And then I would say, you know,
- 57:21in the knowledge space, probably legal terms and conditions for
- 57:27any of your products that get sort of self served or released
- 57:32out into the world, your end user terms if you will.
- 57:36Those are important things to have.
- 57:39Your privacy policy and your website terms and conditions are
- 57:42also very important. We're seeing an increase in data
- 57:48privacy law enactment state by state in the United States.
- 57:54So you want a privacy policy and terms and conditions for how
- 57:58consumers can access your company's website.
- 58:01Those I think are are good starting points for any business
- 58:04who might be listening to this. Cool.
- 58:07Well, thank you so much for all this, Sharon.
- 58:08It's been really great talking to you.
- 58:11Any like, I guess parting shots, where can people learn a little
- 58:14more about your business or learn about you individually if
- 58:16they are so inclined? Well, first of all, Ryan, thank
- 58:18you for having me. A couple places you can learn
- 58:22more about the work that we do with marketing agencies to help
- 58:25protect them legally@legalandcreative.com.
- 58:29You can come and listen to my show, The Innovative Agency.
- 58:32It's not a legal show. We actually talk about
- 58:35innovation and protecting innovation and innovation from
- 58:39all angles for in the marketing world.
- 58:43So check that out and I'm Sharon at legalanchorito.com and you
- 58:47can find me on LinkedIn. That's awesome.
- 58:50Well, thank you so much, Sharon. I really appreciate your time
- 58:52today. Lots of really good information
- 58:54in there and obviously we could go on a lot longer than this.
- 58:56I've got about another 20 questions, but out of respect
- 58:59for your time, we'll let you go. Passover.
- 59:02We'll have to do a Part 2 sometime.
- 59:03I love it. I'm I'm in so well.
- 59:06Thank you. Thanks again so much, Sharon,
- 59:07and thanks so much to everybody who tunes into the show this
- 59:09week and every week. And we'll see you guys.