Skill: jk-0001/legal-essentials (version 0.1.0)

--- name: legal-essentials description: Understand and handle essential legal matters for a solopreneur business. Use when forming a business entity, protecting intellectual property, writing contracts, understanding liability, or navigating basic legal requirements. Covers business structure selection, contracts and terms of service, IP protection basics, and when to hire a lawyer. Not legal advice — consult a lawyer for specific situations. Trigger on "legal", "business entity", "LLC", "contracts", "terms of service", "intellectual property", "liability", "legal protection". --- # Legal Essentials ## Overview Legal issues aren't sexy, but they protect your business and personal assets. Most solopreneurs ignore legal until it's too late — then one lawsuit or contract dispute wipes them out. This playbook covers the absolute essentials: business structure, contracts, IP protection, and liability. **Disclaimer: This is educational content, not legal advice. Consult a lawyer for your specific situation.** --- ## Step 1: Choose Your Business Structure Your business structure affects taxes, liability, and paperwork. Pick the right one from day one. **Structure comparison (U.S.):** | Structure | Liability Protection | Tax Treatment | Complexity | Best For | |---|---|---|---|---| | **Sole Proprietorship** | ❌ None (personal assets at risk) | Pass-through (report on personal tax) | Very Low | Testing an idea, no risk | | **LLC (Single-member)** | ✅ Yes (separates personal/business) | Pass-through (default) | Low-Medium | Most solopreneurs | | **LLC (Multi-member)** | ✅ Yes | Pass-through (partnership) | Medium | Partnerships | | **S-Corp** | ✅ Yes | Pass-through (with payroll requirements) | Medium-High | Higher revenue ($100K+ profit) | | **C-Corp** | ✅ Yes | Double taxation (corp + personal) | High | Raising VC funding | **Decision tree:** - Revenue < $50K/year, just starting → Sole Proprietorship (simplest, but no liability protection) - Revenue $50K-100K/year, want liability protection → LLC (most common for solopreneurs) - Profit > $100K/year, want to save on self-employment tax → S-Corp (requires payroll) - Planning to raise VC funding → C-Corp (required by most investors) **LLC benefits:** - Separates personal assets from business liabilities (if sued, they can't take your house) - Simple to set up ($50-500 depending on state) - Flexible tax treatment (can elect S-Corp status later) - Professional credibility (clients prefer working with LLCs vs sole proprietors) **How to form an LLC:** 1. Choose a business name (check availability in your state) 2. File Articles of Organization with your state (online, $50-500 fee) 3. Get an EIN (Employer Identification Number) from IRS (free, online) 4. Open a business bank account (use EIN, not SSN) 5. Create an Operating Agreement (even if single-member — Google templates) **Timeline:** 1-2 weeks. Use a service like LegalZoom or Northwest Registered Agent if you want help (~$300 total). --- ## Step 2: Contracts and Agreements Verbal agreements are worthless. Everything business-related should have a written contract. **Essential contracts for solopreneurs:** ### 1. Client Service Agreement (for service businesses) Use whenever you do work for a client. Covers: - Scope of work (what you'll deliver) - Timeline and deadlines - Payment terms (amount, schedule, late fees) - Revisions or change requests (how many included, cost for additional) - Termination clause (how either party can end the contract) - Liability limitations (cap damages at contract value) - IP ownership (who owns the work product) **Template sources:** Bonsai, HoneyBook, or a lawyer (~$500-1,500 for a custom template you can reuse). ### 2. Terms of Service / Terms and Conditions (for SaaS or products) Required on your website if you sell a product or service. Covers: - What your service does and doesn't do - User responsibilities (acceptable use policy) - Payment terms and refund policy - Limitation of liability (you're not liable for indirect damages) - Dispute resolution (arbitration vs. court) **Template sources:** Termly, TermsFeed (free generators), or Bonsai (~$200-500 for lawyer review). ### 3. Privacy Policy (required if you collect ANY user data) Legally required in most jurisdictions if you collect emails, names, or any personal data. Covers: - What data you collect - How you use it - Who you share it with (e.g., email service providers) - How users can request deletion (GDPR compliance) **Template sources:** Termly, TermsFeed (free generators), or lawyer review (~$200-500). ### 4. Independent Contractor Agreement (if you hire contractors) Use whenever you hire a freelancer or contractor. Covers: - Scope of work - Payment terms - IP ownership (you own the work, not them) - Confidentiality (they can't share your business info) - Independent contractor status (they're not an employee — important for taxes) **Template sources:** Bonsai, or lawyer template (~$300-500). ### 5. Non-Disclosure Agreement (NDA) (if sharing sensitive info) Use when discussing your idea, product, or business details with potential partners, investors, or contractors. Covers: - What information is confidential - How long the NDA lasts - Exceptions (publicly available info) **Template sources:** Bonsai, or lawyer template (~$200). --- ## Step 3: Protect Your Intellectual Property (IP) Your IP (brand, content, code, designs) is often your most valuable asset. Protect it. **IP types and how to protect:** ### 1. Trademarks (brand names, logos) - **What:** Protects your business name and logo from copycats - **When to file:** When you have revenue and a brand worth protecting ($50K+ revenue recommended) - **How:** File with USPTO (U.S. Patent and Trademark Office) — DIY (~$250-400) or use a lawyer (~$1,000-2,000) - **Timeline:** 6-12 months to approval ### 2. Copyrights (written content, code, designs) - **What:** Protects original creative works (blog posts, software code, graphics) - **When to file:** Optional (you automatically own copyright when you create something), but filing gives you stronger legal standing if you sue - **How:** File with U.S. Copyright Office — DIY (~$45-65 online) - **Timeline:** 3-6 months ### 3. Patents (inventions, processes) - **What:** Protects novel inventions or processes - **When to file:** Rarely relevant for solopreneurs (expensive, complex, long process) - **How:** Hire a patent lawyer (~$5,000-15,000+) - **Timeline:** 2-3 years **For most solopreneurs:** Trademark your brand name once you have traction. Copyright registration is optional (you already own it). Skip patents unless you have a truly novel invention and funding. **Cheapest IP protection:** Use "™" symbol next to your brand name even before filing (shows intent to trademark). Put "© [Year] [Your Name/Company]" on your website footer (establishes copyright claim). --- ## Step 4: Limit Your Liability Mistakes happen. Protect yourself from catastrophic financial loss. **Liability protection strategies:** ### 1. Use an LLC or Corp Separates personal assets from business liabilities. If your business gets sued, they can't take your house, car, or savings (unless you pierce the corporate veil — see below). ### 2. Get business insurance - **General Liability Insurance:** Covers bodily injury, property damage, personal injury. Cost: $300-1,000/year. Recommended for: anyone with in-person customers or physical operations. - **Professional Liability Insurance (E&O):** Covers mistakes, negligence, failure to deliver. Cost: $500-2,000/year. Recommended for: consultants, freelancers, service providers. - **Cyber Liability Insurance:** Covers data breaches, hacking. Cost: $1,000-3,000/year. Recommended for: SaaS, anyone handling customer data. **Where to buy:** Hiscox, Next Insurance, Embroker (online, instant quotes). ### 3. Include limitation of liability clauses in contracts Cap your liability at the value of the contract. Example: "In no event shall liability exceed the total amount paid under this agreement." ### 4. Don't pierce the corporate veil If you have an LLC or Corp, keep business and personal finances SEPARATE. Don't: - Pay personal expenses from business account - Mix business and personal funds - Fail to maintain corporate formalities (annual reports, separate accounts) If you mix them, a court can "pierce the veil" and hold you personally liable. --- ## Step 5: Know When to Hire a Lawyer DIY works for many legal tasks. But some situations require a lawyer. **When to DIY (use templates):** - Forming an LLC in a simple state (Delaware, Wyoming, Nevada) - Standard client contracts (if using vetted templates) - Privacy policy and terms of service (if using reliable generators) **When to hire a lawyer:** - You're sued or threatened with a lawsuit → hire immediately - Complex contracts (partnerships, investor agreements, large client deals) - IP disputes (someone copied your product, trademark infringement) - Employment issues (if you hire employees, not just contractors) - Regulatory compliance (if you operate in a heavily regulated industry — finance, healthcare, etc.) **How to find a lawyer:** - Ask other entrepreneurs for referrals - Use Avvo or Martindale to search by specialty - For one-off questions: use UpCounsel or Rocket Lawyer (pay per question, $100-500) **Cost expectations:** - Consultation: $200-500/hour - Contract drafting: $500-2,000 - Lawsuit defense: $5,000-50,000+ (depends on complexity) **Rule:** Spend $500-1,000 early on solid contracts and structure. It's far cheaper than fixing a legal mess later. --- ## Step 6: Understand Common Legal Risks (and How to Avoid Them) **Risk 1: Not having terms of service** → Someone uses your product in a harmful way, sues you for damages. **Solution:** Post terms of service on your site. Include liability limitations. **Risk 2: Not having client contracts** → Client refuses to pay, claims you didn't deliver what was promised. **Solution:** Always use written contracts. No handshake deals. **Risk 3: Hiring contractors as employees** → IRS reclassifies them as employees, you owe back taxes and penalties. **Solution:** Use independent contractor agreements. Don't control their schedule or method. **Risk 4: Violating GDPR or privacy laws** → Fines for mishandling user data (up to 4% of revenue under GDPR). **Solution:** Post a privacy policy. Don't sell user data. Allow data deletion requests. **Risk 5: Using copyrighted content without permission** → Get sued for copyright infringement. **Solution:** Only use content you created, purchased, or that's licensed (Creative Commons, stock photos). --- ## Legal Mistakes to Avoid - **Operating as sole proprietor when you should have an LLC.** One lawsuit can bankrupt you personally. - **Not having written contracts.** Verbal agreements are impossible to enforce. - **Mixing personal and business finances.** Pierces the corporate veil, exposes personal assets. - **Copying someone else's content, code, or designs.** Copyright infringement lawsuits are expensive. - **Not posting terms of service or privacy policy.** Leaves you exposed to lawsuits and regulatory fines. - **Hiring contractors without agreements.** IRS can reclassify them as employees, costing you thousands in back taxes.


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