Legal Questions and Answers

Most used car sales in Tennessee are "as-is," and if your buyer's guide and contract say that, the dealer generally isn't on the hook for repairs as a contractual matter. The first thing to check: does your paperwork show "As-Is - No Warranty" or "Implied Warranties Only" or "Dealer Warranty"? If the dealer misrepresented the truck's condition, knew about pre-existing defects and concealed them, or has been stringing you along in bad faith, the Tennessee Consumer Protection Act allows for treble (triple) damages and attorney's fees. This is often the strongest hammer in used-car disputes

After the sale, did you continue living there and paying the lease amount? It's difficult to expand on my answer without reading the agreement (it cannot be oral). Assuming the agreement is what you say, you might consider recording a Lis Pendens on the property. That will get everyone's attention, I can assure you. Probably also consider a quiet title action. None of that advice is necessarily relevant; it depends on what the agreement says.

The short answer is that they probably can. Colorado is an at-will employment state, meaning your employer can generally change the terms of your employment, including your termination date, at any time and for any lawful reason. Since the agreement is marked "draft" and hasn't been signed by either party, there is no binding contract locking in that May end date. That said, this is the general rule. If you have an employment agreement, offer letter, or other written documentation that guarantees a specific termination date or notice period, that could change the analysis. You would want to review any such documents carefully to confirm whether your employer has already committed to specific terms. There are also some important protections worth knowing about in this context: If you are 40 years of age or older and the severance agreement asks you to waive age discrimination claims under the Age Discrimination in Employment Act (ADEA), your employer must comply with the Older Workers Benefit Protection Act (OWBPA). Among other things, the OWBPA requires that you be given at least 21 days to review and consider the agreement before signing, or 45 days if you are being terminated as part of a group layoff or reduction in force. You also get a 7-day revocation period after signing during which you can change your mind. Here is the part that may relate to your question: if your employer makes a material change to the agreement, such as moving up your termination date, the review period starts over. So even if you have been sitting with the draft for a couple of weeks, a revised version with a new termination date would likely give you a fresh 21 or 45 day window to consider the updated terms. ***This response is for general information purposes only and does not constitute legal advice or create an attorney-client relationship. For advice specific to your situation, please consult a qualified attorney.***

Sure. It’s wise to have an attorney review any correspondence you’d send to an adversary you’re contemplating legal action against and it is often the case that such a letter when issued on an attorney’s letterhead triggers a response. That said, employment law is tricky since MA is an at will state meaning an employer can terminate for any reason at all outside of racial/sex/orientation bases or retaliation . Obviously there are nuances, but these are the broad strokes.

ContractsCounsel operates as a marketplace connecting clients with attorneys through a competitive bidding process. Here's how it works: You post your legal project on the platform with details about what you need. Attorneys review posted projects and submit bids that include their proposed fees and qualifications. You review the bids, compare attorney profiles and pricing, and select the attorney that best fits your needs and budget. You work directly with your chosen attorney to complete the project. ContractsCounsel does not charge a separate platform fee for clients. You pay only the attorney fee that you agreed to when you accepted their bid. This fee is negotiated directly between you and the attorney through the bidding process. Of course you also have the option to not accept any of the bids. The benefit of this model is that you control costs by reviewing multiple bids and selecting the attorney whose pricing and qualifications match your requirements. I hope that helps! Best regards, Randy

If your Texas home sold for more than what you owed, you may be entitled to what is called surplus or excess funds. These funds are held by the county or trustee after foreclosure. To claim them, you must file a petition for release of surplus funds with proof of ownership and sale details. An attorney can help confirm eligibility and make sure you recover the full amount before others claim it.

Hello! Thank you for sharing, and I'm sorry to hear about the flood. This sounds like a fairly straightforward negligence claim, and one that I would be happy to represent you in. I charge an up-front retainer that I bill against as we move through the process, starting with a demand letter and moving toward litigation and/or settlement as needed. I'd be happy to set up a free consultation with you to discuss further, including estimated costs and what the process looks like. I hope to hear from you soon and look forward to talking with you more!

When a policy owner takes out a loan against a life insurance policy’s cash value, that loan is secured entirely by the policy itself. It’s not a personal liability of the policy owner, and it doesn’t become a debt of the estate. The insurer tracks the outstanding balance and deducts it from the policy’s value. In your situation, your mother was the owner of a policy insuring your sister’s life. She borrowed against its cash value years ago. Because she wasn’t legally required to repay the loan during her lifetime, the obligation doesn’t shift to her estate. As executor, you don’t treat that loan as a claim against estate assets. The only impact is on the policy itself: the loan plus interest reduces the cash value if surrendered, or the death benefit if your sister eventually dies while the policy is still in force. What Happens After the Owner Dies Since your mother has passed and the insured (your sister) is still alive, the policy itself becomes part of the estate unless a contingent owner was named. That means you may have temporary control as executor. At this point you have several options: 1. Maintain the policy by continuing premiums if required. The loan remains in place and will keep accruing interest, which reduces the policy’s value. 2. Transfer ownership to your sister or another beneficiary under the will or intestacy laws. The new owner takes the policy subject to the outstanding loan. 3. Surrender the policy for its remaining net cash value, which will already reflect a reduction for the loan balance. 4. Allow the policy to lapse by discontinuing premium payments, though that wastes any remaining value. The right choice depends on the estate’s circumstances, your sister’s wishes, and whether preserving coverage has practical value. Executor’s Responsibilities Your duty as executor is to collect estate assets, pay valid debts and expenses, and distribute the remainder under the will or state law. Since policy loans are not debts of the estate, you don’t repay them out of general funds. The insurance company enforces repayment internally by adjusting the policy value. The only estate-level question is whether to hold, transfer, or surrender the policy itself. Review the Policy Contract You should review the actual policy contract to confirm ownership and rights after your mother’s death, as terms can vary. If the estate inherited the policy, the insurer will require documentation before you can act. For guidance on transferring ownership and managing the policy, it’s best to consult an estate attorney in your jurisdiction. Contracts Counsel can connect you with experienced estate attorneys who can assist with this process.

When you’re preparing work for a client, the key issue isn’t whether you’ve run a formal copyright search, but whether you have the legal right to use the image. Copyright law automatically protects most images, so relying on the absence of a watermark or a registration record isn’t enough to keep you safe. Copyright Protection and Ownership Under U.S. law, copyright attaches the moment an original work is created and fixed in a tangible form (17 U.S.C. § 102). That means virtually every photo, illustration, or graphic you find online is already protected. Registration with the U.S. Copyright Office strengthens enforcement rights, but it isn’t required for protection. Likewise, the lack of a © symbol doesn’t mean an image is free to use. Because there’s no central database covering all copyrighted images, a formal copyright search isn’t practical or reliable in most cases. Even if you searched the Copyright Office’s records, you’d only be looking at registered works, which are a small fraction of what’s actually protected. Risks of Using Unlicensed Images If you incorporate an image without permission into a commercial project, you and your client could face serious consequences. Infringement can lead to cease-and-desist orders, statutory damages of $750 to $30,000 per work (and up to $150,000 for willful infringement) under 17 U.S.C. § 504(c), and potential liability for the copyright holder’s attorney’s fees. Courts generally view commercial use as disfavoring any “fair use” defense. Even if you didn’t intend to infringe, liability can still be imposed. Best Practices for Designers The best practice is to focus on obtaining images from sources where the licensing terms are clear and legally sound. For example: • Use reputable stock photo agencies such as Adobe Stock, Shutterstock, or Getty, where commercial licenses are explicit. • Choose Creative Commons images that allow commercial use (e.g., CC BY or CC0), but review license terms carefully. • Confirm public domain status when applicable, such as U.S. federal government works. • Contact creators directly for written permission if you want to use their work. • Keep copies of receipts, license agreements, or permission letters so you can show proof of rights if challenged. Reverse image search tools like Google Images or TinEye can be useful to trace the origin of an image and identify whether it’s sold or licensed by a third party. However, this is a step in due diligence, not a substitute for obtaining rights. Professional Responsibility As a freelance designer, your contracts may hold you responsible for ensuring that the materials you deliver don’t infringe anyone else’s rights. Delivering work that exposes your client to infringement claims can damage your reputation and your client relationship. The safest practice is to assume that any image you didn’t create yourself is protected until you confirm otherwise and secure the proper license.

A power of attorney (POA) is only effective while the person who created it (the “principal”) is alive. Once the principal dies, the POA automatically ends. That means you cannot use your husband’s POA now that he has passed, and any authority you may have had under a POA he gave you is no longer valid. The law is uniform on this point across all U.S. states. After death, the legal authority to handle someone’s affairs shifts to the executor named in their will or, if no will exists, to an administrator appointed by the probate court. As the surviving spouse, you typically have priority to be appointed as administrator if your husband left no will. This is the process by which debts, taxes, and distributions of property are handled. Why You Should Still Consider a Power of Attorney Although you don’t need a POA for your husband, you may want to create one for yourself while you’re mentally capable. This is an important part of estate planning and ensures that if you ever become incapacitated, someone you trust can step in seamlessly. There are two key types of POA most people establish: 1. Durable Financial Power of Attorney: Authorizes your agent (sometimes called attorney-in-fact) to manage financial matters—paying bills, handling banking, managing property—if you can’t. It’s “durable” because it remains valid even if you lose capacity. 2. Healthcare Power of Attorney (or Healthcare Proxy): Authorizes your agent to make medical decisions if you’re unable to speak for yourself. Most people also prepare a living will/advance directive alongside a healthcare POA. This document sets out your specific wishes for end-of-life treatment so your agent isn’t left guessing. Choosing the Right Agent The choice of agent is vital. This person will hold significant authority, and you should only appoint someone you trust completely. Common choices include an adult child, a close family member, or a trusted friend. In more complex cases, some people name a professional fiduciary or financial institution. When deciding, weigh these factors: • Trustworthiness and integrity: They’ll be in a position to make decisions that directly affect your finances or health. • Financial responsibility: Especially relevant if they’ll be handling your money. • Willingness and availability: Make sure the person accepts the responsibility in advance. • Location: It’s not a strict requirement, but someone nearby can often act more quickly when urgent matters arise. It’s also wise to name a successor agent in case your first choice is unable or unwilling to serve. Immediate Steps After Losing a Spouse Separate from your own planning, you’ll likely need to address your husband’s estate. If he had a will, the executor named there should take the lead. If there’s no will, you can apply to probate court to be appointed administrator. Alongside that, you may need to update your own estate planning documents, review and change beneficiary designations, and notify Social Security, banks, and insurance companies. An estate attorney can guide you through both the probate process and setting up your own documents. The attorneys here on Contracts Counsel would be happy to assist you.

If you are "non-exempt" and thereby entitled to overtime. Determining whether a worker is an "exempt" employee and not entitled to overtime requires application of the law to the facts. For instance, an "exempt" executive employee are paid not less than $455 per week, have their primary duty to manage part of the busisess, regularly direct the work of two or more other employees, and have the authority to hire or fire other employees or to make recommendations about hiring and firing taken into account by their employers. An "exempt" administrative employee, are also paid at least $455 a week and has the primary duty of the performance of office or non-manual work directly related to the management or general business operations of the employer or its customers--and is an employee whose primary duty for the employer involves exercising their discretion and independent judgment with respect to matters significant to the employer. It's not always easy to determine if someone is a managerial or administrative employee however and it can be a gray area. There are lots of examples of overtime exemptions such as computer and creative professionals, outside sales people, some truck drviers, some mechanics and some people working at auto dealerships. You may be non-exempt and eligible for overtime under the law if you are a paid a salary based on a 40 hour work week but work more than 40 hours. If you are eligible for overtime there are laws protecting you from retaliation for complaining about not being paid overtime.

If your single-member LLC’s S corporation election (Form 2553) is accepted and effective for the tax year, you don’t use Schedule C for that business. You file Form 1120-S for the entity, issue yourself a Schedule K-1 (Form 1120-S), and report the K-1 items on your Form 1040 (typically on Schedule E). If the election isn’t effective for the year in question (for example, it was filed late and not granted relief), you remain a disregarded entity for that year and would report on Schedule C instead. What this means for your filings this year File Form 1120-S by the 15th day of the third month after the end of your tax year (March 15 for a calendar-year S corp). Provide yourself a shareholder K-1. On your personal return, include K-1 income, deductions, and credits; don’t duplicate the same activity on Schedule C. Keep the IRS approval of your S election with your permanent records and verify the effective date before you prepare the return. Where Schedule C still applies (edge cases) If your 2553 wasn’t accepted or the effective date falls after the start of the year, the pre-election period is still disregarded-entity activity. In a mid-year effective-date situation, you’ll generally have two “periods”: a Schedule C period before the S election takes effect and an 1120-S period after. If your 2553 was late, consider Rev. Proc. 2013-30 relief so you can treat the election as timely and avoid an unintended Schedule C year. Payroll and “reasonable compensation” Once you’re taxed as an S corporation, you’re both owner and employee if you perform services. Pay yourself reasonable compensation through payroll and issue a W-2. That means registering for payroll, withholding and depositing employment taxes, filing Form 941 quarterly and Form 940 annually (where applicable), and following Publication 15 for rates and deposit rules. Non-wage distributions can be taken in addition to wages, but they come after paying reasonable compensation. Practical example Assume your 2553 was accepted effective January 1, 2025. For 2025 you run payroll to pay yourself reasonable wages, file 1120-S by March 17, 2026 (March 15, 2026 is a Sunday), and issue yourself a K-1. On your 2025 Form 1040 you include W-2 wages from your S corp and the Schedule E entry from your K-1. You do not file a Schedule C for that LLC. If the IRS letter shows an effective date of July 1, 2025, you’d generally report Jan–Jun activity on Schedule C and Jul–Dec on 1120-S unless you secure late-election relief aligning the election to January 1. State and local considerations Many states require separate S-corporation or franchise filings, estimated payments, or annual fees even if there’s no entity-level income tax. Check your state’s S-corp conformity, filing thresholds, and due dates. For payroll, also register with your state workforce and revenue agencies and follow state deposit and return schedules. Common pitfalls to avoid Don’t file 1120-S unless your S election is actually in effect; the IRS typically sends Notice CP261 confirming acceptance. Don’t skip payroll or set wages unreasonably low relative to your role. Don’t double-report the same activity on both Schedule C and your K-1. Finally, don’t overlook shareholder basis tracking; it affects loss deductibility and the taxability of distributions. Records and elections to keep on file Retain your filed Form 2553 and acceptance notice, EIN assignment letter, payroll registrations, quarterly and annual payroll returns, shareholder basis schedules, minutes/consents approving compensation, and any correspondence related to late-election relief. The Final Analysis Once your single-member LLC elects S corporation status, Form 1120-S becomes mandatory and Schedule C is no longer an option. Stay on top of payroll, compensation, and recordkeeping, and you’ll be in compliance. If you’re unsure about the details, a CPA experienced with small S corps can keep you on track and help you capture the full tax benefits.

If the agreement is an out of court agreement, a petition can be filed to obtain a custody order. Once an order is obtained, if a party violates the order, an enforcement action can be filed against them. If the agreement is a court order, it should contain language that would allow for enforcement. Typically, there must be a change in circumstances to request a court order be modified.

That depends on your municipality. However, most—if not all—require a permit to ensure compliance with local code requirements for a fence. I recommend contacting your county or city building department to confirm the specific requirements before starting your project.

The standard practice is that any lien against the property should be paid off at or before closing. You should also have obtained title insurance, which generally covers liens that were not satisfied. You should have received a copy of your title insurance policy sometime after closing, and the lien coverage (or any exception) should appear on the policy. At this point, you should contact an attorney to review all of your closing documents and advise you on the best course of action.

Please post a project so that you can hire one of us to help you. The forum is for questions you would have about a specific issue you have in the Contract we can answer but you give no details.

Electronic signatures are generally legally valid and enforceable in most jurisdictions, but the specific enforceability of your stock subscription agreement depends on several factors: a) did you have an intent to sign b) were securities laws followed in this offering. You'll want to engage a litigator with experience in these topics, esp. securities laws.

Here’s how you should think about an event space rental agreement before signing. The legal implications vary depending on the venue’s contract and the state where the event is held, but the following are the main areas that tend to carry the most risk. Liability and Insurance Most agreements include indemnification clauses that shift responsibility for injuries or property damage onto you as the renter. This can mean that if a guest slips on a spill or equipment is damaged, you may be required to cover the venue’s legal costs, even if the venue was partly at fault. Look for mutual indemnification, where the venue accepts responsibility for its own negligence. Venues typically require you to carry general liability insurance and provide proof of coverage, with the venue named as an additional insured. Policy limits are often set at $1 million or more. If you’ll be serving alcohol, check whether liquor liability coverage is required. Make sure the agreement doesn’t attempt to make you liable for “ordinary wear and tear,” which isn’t normally compensable under contract law. Cancellation and Force Majeure Cancellation provisions are often strict. Many venues use a tiered refund system, where the closer you get to the event date, the less you’ll recover. Deposits are usually nonrefundable. You’ll also want clarity on what happens if the venue cancels—at a minimum, you should receive a full refund of amounts already paid. Force majeure clauses excuse both parties if unforeseeable events like government shutdowns, natural disasters, or pandemics prevent the event. Courts interpret these clauses narrowly, so if you want protection for specific risks like labor strikes or public health orders, they should be spelled out in the contract. Financial Terms Base rental fees are often only part of the total cost. Agreements may include cleaning fees, mandatory service charges (often 18 to 25 percent on catering), overtime charges, corkage or cake-cutting fees, or penalties for exceeding capacity. Some contracts classify service charges as administrative fees rather than gratuities, which can affect both budgeting and compliance with state wage laws. Payment schedules should be clear about when deposits are due, when final balances must be paid, and what happens if you miss a deadline. Operational Restrictions Most venues impose rules on how the space can be used. These may include restrictions on decorations (no nails, no open flames), amplified sound, alcohol service, or access times for setup and breakdown. If you want to bring in your own caterer, florist, or DJ, confirm whether outside vendors are allowed or whether you’ll be charged extra for not using preferred providers. Many venues require proof of insurance from outside vendors, which you’ll need to coordinate in advance. Legal Enforceability of Waivers Liability waivers included in venue agreements aren’t enforceable in the same way in every state. For example, New York generally won’t enforce waivers that attempt to release a venue from its own negligence, while many other states will uphold them unless gross negligence or intentional misconduct is involved. This is one area where a lawyer familiar with local law can tell you how much weight the waiver really carries. Practical Steps Before Signing Have your business insurance agent review the venue’s insurance requirements to confirm your policy covers rented event spaces. If not, you can purchase event-specific coverage. Ask the venue to provide a detailed cost estimate including all fees so there are no surprises. Finally, before you commit to an event space rental agreement, make sure the terms don’t leave you with unexpected liability or costs. The experienced business attorneys on Contracts Counsel are available to review your contract, flag risks, and negotiate fairer terms so you can focus on hosting a successful event with confidence.

The Americans with Disabilities Act (ADA) was written before the internet became central to commerce, so it doesn’t mention websites directly. Even so, the Department of Justice (DOJ) and many courts interpret Title III of the ADA, which requires “places of public accommodation” to be accessible, as applying to business websites. Courts don’t all agree on how far this extends. Some circuits require a nexus between a website and a physical location, meaning the site must be accessible if it’s tied to a store, restaurant, office, or other public-facing space. Other courts, and the DOJ itself, have taken a broader view that business websites must be accessible even without a physical counterpart. Because of this split, the safest position for any business is to treat its website as covered. The ADA applies regardless of business size. There’s no exemption for small businesses, but the statute includes the concept of “readily achievable” modifications. That means a business is expected to remove barriers that can be fixed without much difficulty or expense, but may not be required to implement changes that would be disproportionately burdensome given its resources. For example, adding alt text to product photos or fixing color contrast issues is generally readily achievable, while rebuilding a custom platform from scratch may not be. Since the ADA doesn’t contain technical rules for websites, the accepted benchmark is the Web Content Accessibility Guidelines (WCAG). Courts, regulators, and industry settlements typically point to WCAG 2.1 Level AA as the measure of accessibility. The guidelines cover requirements like screen reader compatibility, keyboard navigation, alternative text for images, captions for videos, and minimum color contrast ratios. The most practical first step is to audit your website. Free tools such as WAVE, axe, or Google Lighthouse will flag common accessibility issues. Automated testing alone isn’t enough, so include some manual checks like trying to navigate your site using only the keyboard or using a screen reader like NVDA or VoiceOver. These steps will help you see whether a visitor with visual or mobility impairments can realistically use your site. Once you identify problems, address them in order of impact. Adding descriptive alt text, ensuring sufficient color contrast, labeling form fields, and providing captions for video content are straightforward fixes that eliminate many of the most common barriers. For higher-risk businesses (those with physical locations open to the public, significant e-commerce, or work in regulated fields like healthcare) it’s wise to hire an accessibility consultant or developer experienced in WCAG compliance for a more thorough audit. Although making a “good faith” effort to improve accessibility isn’t a formal legal defense under Title III, it can reduce your practical risk. Regulators, courts, and plaintiffs’ attorneys often take into account whether a business has documented efforts to comply. Publishing an accessibility statement on your site, referencing WCAG standards, and providing contact information for reporting barriers signals that you’re committed to inclusion and gives customers a way to resolve issues without escalating to litigation. Accessibility lawsuits against small businesses have grown in recent years, particularly in states like California, New York, and Florida. Defending or settling such cases can be expensive. Even if your exposure seems limited, making your website accessible improves usability for all visitors and expands your customer base. Statutes and Regulations: • Americans with Disabilities Act, Title III: 42 U.S.C. § 12181 et seq. • ADA Title III Regulations: 28 C.F.R. Part 36 Government Guidance: • DOJ Guidance on Web Accessibility and the ADA: https://www.ada.gov/resources/web-guidance/ • DOJ Small Business Primer on ADA Compliance: https://www.ada.gov/resources/title-iii-primer/ Technical Standards: • WCAG 2.1 Guidelines: https://www.w3.org/TR/WCAG21/ • WCAG 2.2 Guidelines (2023 update): https://www.w3.org/TR/WCAG22/ Testing Tools: • WAVE Web Accessibility Evaluation Tool: https://wave.webaim.org/ • axe DevTools Accessibility Scanner: https://www.deque.com/axe/ • Google Lighthouse Accessibility Audit: https://developer.chrome.com/docs/lighthouse/overview/

When you’re hiring an employee who will have access to sensitive business information, a well-drafted Confidential Information Release Agreement (often structured as a Non-Disclosure Agreement or NDA) is one of the strongest safeguards you can put in place. The enforceability of the agreement depends on how precisely it’s written, so each section should be thought through carefully. Definition of Confidential Information The agreement needs a definition that’s broad enough to cover your key assets but specific enough that a court will enforce it. A good approach is to use examples followed by a catch-all phrase. For example, you might list customer lists, financial records, pricing models, marketing plans, source code, prototypes, supplier agreements, and employee data, and then add a general clause covering “any other information, whether written, oral, or electronic, that is not generally known to the public and provides the company with a competitive advantage.” Many agreements also provide that information is confidential if it’s marked as such or if a reasonable person would recognize it as confidential under the circumstances. Employee Obligations The employee’s duties should be spelled out in plain terms. They must not disclose the information to anyone outside the company without written approval. They should only use the information as needed to perform their job and for the benefit of the company. They also need to take reasonable precautions to protect the information, such as safeguarding passwords, not discussing matters in public places, and securing documents just as they would their own personal records. Exclusions from Confidentiality An agreement that doesn’t carve out reasonable exclusions is more likely to be struck down. Standard exceptions include information that is already public, information the employee had before joining the company, information developed independently without relying on the company’s resources, information legitimately obtained from another source, and disclosures that are required by law or court order. If disclosure is legally required, the employee should be obligated to give the company prompt notice so it has a chance to intervene. Duration of Obligation The confidentiality period depends on the nature of the information. For trade secrets, the obligation should last as long as the information qualifies as a trade secret. For other sensitive but non-secret information, it’s common to set a post-employment period of two to five years. Courts tend to find these durations reasonable. Return or Destruction of Information When employment ends, the agreement should require the employee to return or destroy all materials containing confidential information, whether in paper or digital form. It’s also wise to require the employee to confirm in writing that they’ve returned or deleted all copies, including notes and stored electronic files. Remedies for Breach To protect your position in the event of a violation, include provisions for injunctive relief, damages, and attorney’s fees. Injunctive relief allows you to seek a court order stopping the misuse immediately, without waiting for a damages trial. Attorney’s fee provisions are enforceable in many jurisdictions and can deter breaches, though you’ll want to confirm enforceability under your state’s law. Whistleblower Immunity Notice Federal law requires that you include specific language from the Defend Trade Secrets Act of 2016. This notice protects employees from liability if they disclose a trade secret in confidence to a government official or attorney for the purpose of reporting or investigating suspected legal violations. If you leave this out, you lose the ability to seek exemplary damages or attorney’s fees in a federal trade secret case against that employee. General Provisions Rounding out the agreement with standard contract clauses improves enforceability. Common provisions include governing law (which state’s law applies), severability (invalidating one clause doesn’t void the entire agreement), no waiver (failure to enforce once doesn’t waive rights later), and entire agreement (confirming that the NDA overrides prior understandings about confidentiality). Get Professional Help Protecting Your Business Protecting confidential information is vital when hiring new employees, and the strength of your agreement depends on getting the details right. The business attorneys on Contracts Counsel are available to draft, review, and tailor your confidentiality agreement so it’s enforceable in your state and aligned with your company’s needs.