Can an attorney and a non attorney share revenue from a product launch?
State/Country relating to Question: California
Thank you for your question.Provided the launch is NOT a law firm, the answer is "yes", an attorney can be an "employee" or a "partner/shareholder" of a non-legal entity, an attorney cannot share revenue if the business is a legal business or a law practice of some kind.Good luck.Dimitry Esquire40985.7974185995
Dimitri thank you The revenue share agreement for the product I created and am launching for the attorney is here in CaliforniaHe presented me with this agreement which I think is unfaiir due to the terms I have not agreed to sign it and yesterday was told by someone that the rev share contract is not even valid re: not legally being able to split revenuebetween attorney and no attorney The fact that he is a lawyer and presented me with ths contract is very unnerving I don't know how to proceed
Thank you for your follow-up and you are most welcome.I am not sure how the contract was written so I cannot comment on whether or not the agreement is valid or legal, but by itself an attorney is free to share revenue. For example if I, as an attorney, invest into a business, or agree to invest my services in exchange for a share of ownership (something that is very common and very legal), there is no violation. You have the right NOT to agree and either modify or negotiate the terms, or seek other options, but by itself I do not see this as troublesome or problematic. It might be unfair or even unconscionable, but again by itself it is not illegal. Especially in the "start-up" world the scheme I laid out to you is very common. You might want to contact the attorney and request a different split or even consider paying him a fee for his services rather than granting him ownership.Good luck.Dimitry Esquire40985.8069625347
here is the agreement please help me interpret FEE SHARING AGREEMENT Effective Date: ____________ This Agreement is entered into between RepresentMyself.com, Inc., A California Corporation with its principal place of business atXXXXX San Diego, CA 92101, U.S.A. ("RepresentMyself.com", "we", "us" or "our) and Alexa XXXXX ("Project Launch Manager", "you" or "your"), effective as of your execution of this agreement. In consideration of the mutual promises contained herein, you and we hereby agree as follows: NATURE OF AGREEMENT. It is understood that you and RepresentMyself.com are entering into a business relationship to jointly bring to market and launch RepresentMyself.com's social security Disability product. This Agreement is intended to cover any Intellectual Property or product(s) resulting from this relationship and the revenue sharing agreement. INTELLECTUAL PROPERTY. It is understood and agreed by You and us that RepresentMyself.com owns the exclusive rights to any and all intellectual property rights developed by or in cooperation with you pertaining to our Social Security Disability Product(s). RepresentMyself.com retains any and all rights to exclusively use all co-developed Intellectual Property in future ventures, whether in extending a specific product or in the context of other products and companies. PROFIT SHARING. Any profits, defined as revenue exceeding cost, generated by Intellectual property of products resulting from this relationship will be divided as follows: 80% of all profits will be distributed to RepresentMyself.com, and the remaining 20% of all profits will be distributed to you. This profit sharing agreement will commence upon the launching of RepresentMyself.com's Social Security Disability Product ,which has an estimated launch date of February 2012, and conclude after the completion of three (3) calendar years. After the three (3) year expiration, RepresentMyself.com will receive 100% profits and you will no longer be entitled to any profit sharing under this agreement. Additionally, it is understood that once RepresentMyself.com is successfully launched, your 20% as described above will vest and you will have no further obligation to RepresentMyself.com. Should you cease working for us, you will still be entitled to the profit sharing agreement as described above. "Cause" for the purpose of this agreement is defined as (i) Fraud, Misappropriation or Embezzlement, (ii) executive's intentional breach of the provisions of this agreement, (iii) executives repeated willful failure to perform services hereunder, (iv) executive's incapacity. EMPLOYMENT STATUS: RepresentMyself.com retains the right to make any changes in sales and/or marketing personnel as we see fit in our exclusive judgment. You are an independent contractor and as such have no implied or express guarantee of future employment beyond the social security product launch. TERMINATION. If you engage in acts of Moral Turpitude, RepresentMyself.com, with Good Cause, may terminate this Contract and you will forfeit your profit sharing agreement. Good Cause in this agreement means: (i)an intentional act of fraud, embezzlement, theft or any other material violation of law that occurs during or in the course of your employment with company; (ii) intentional damage to companies assets; (iii) intentional engagement in any competitive activity which would constitute a breach of your duty of loyalty or of your obligations under this agreement; or (iv) willful conduct by you that is demonstrably and materially injurious to Us, monetarily or otherwise.
For purposes of this paragraph, an act, or a failure to act, shall not be deemed willful or intentional, as those terms are defined herein, unless it is done, or omitted to be done, by you in bad faith or without a reasonable belief that your action or omission was in the best interest of company. Failure to meet performance standards or objectives, by itself, does not constitute Cause. Cause also includes any of the above grounds for dismissal regardless of whether company learns of it before or after terminating your employment. ATTORNEY FEES AND EXPENSES. In a dispute arising out of or related to this Agreement, the prevailing party shall have the right to collect from the other party its reasonable attorney fees and costs and necessary expenditures. MEDIATION AND Arbitration. Any dispute between parties shall be handled in San Diego, California. The parties agree that any dispute or difference between them arising under this Agreement shall be settled first by a meeting of the parties attempting to confer and resolve the dispute in a good faith manner. If the parties cannot resolve their dispute after conferring, any party may require the other to submit the matter to non-binding mediation, utilizing the services of an impartial professional mediator approved by both parties. If the parties cannot come to an agreement following mediation, they will submit the matter to binding arbitration at a location mutually agreeable to the parties. The arbitration shall be conducted on a confidential basis under the Commercial Arbitration Rules of the American Arbitration Association. Any decision or award as a result of any such arbitration proceeding shall include the assessment of costs, expenses and reasonable attorney fees and shall include a written record of the proceedings and a written determination of the arbitrators. Absent an agreement to the contrary, any such arbitration shall be conducted by an arbitrator experienced in intellectual property law. The parties may object to any individual who is employed by or affiliated with a competing organization or entity. In the event of any such dispute or difference, either party may give to the other notice requiring that the matter be settled by arbitration. An award of arbitration shall be final and binding on the parties and may be confirmed in a court of competent jurisdiction. Confidentiality: During the term of this Agreement, you may have access to our or our affiliates' confidential and proprietary information ("Confidential Information"). It is agreed that you will not disclose or use our Confidential Information for any purpose other than in developing product (s) covered in this Agreement. Additionally, you will not use improperly or disclose any confidential or proprietary information or trade secrets of any kind including, but not limited to financial information, marketing information, former or current employers, clients, or other third persons. LIMITATION OF LIABILITY. WE WILL NOT BE LIABLE UNDER ANY CIRCUMSTANCES FOR CONSEQUENTIAL (INCLUDING BUT NOT LIMITED TO LOST OPPORTUNITIES OR PROFITS) OR Punitive Damages, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. OUR LIABILITY IN RESPECT OF ANY LOSS OR DAMAGE SUFFERED BY YOU AND ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, WHETHER IN CONTRACT, Tort, (INCLUDING NEGLIGENCE) OR IN ANY OTHER WAY, SHALL NOT EXCEED THE AMOUNT PAYABLE BY US TO YOU UNDER THIS AGREEMENT, NOTHING IN THIS AGREEMENT SHALL LIMIT OUR LIABILITY FOR DEATH OR PERSONAL INJURY RESULTING FROM OUR NEGLIGENCE OR FOR FRAUD. 10. SEVERABILITY. If any provision of this Agreement is held to be invalid or unenforceable such invalidity or unenforceability shall not affect the other provisions of this Agreement which shall remain in full force and effect. If any provision of this Agreement is so found to be invalid or unenforceable but would be valid or enforceable if some part of the provision were deleted, the provision in question shall apply with such deletion(s) as may be necessary to make it valid. The parties agree to attempt to substitute for any invalid or unenforceable provision a valid or enforceable provision which achieves to the greatest extent possible the same effect as would have been achieved by the invalid or unenforceable provision. 11. ENTIRE AGREEMENT; NO WAIVER. This Agreement constitutes the entire agreement between the parties with respect to this subject matter and supersedes all prior understandings and agreements relating thereto. Any material modifications to this Agreement must be agreed to in writing by both parties. A party does not waive any right under this Agreement by failing to insist on compliance with any of the terms of this Agreement or by failing to exercise any right hereafter. IN WITNESS WHEREOF the Parties have executed this Agreement on the Execution Date. RepresentMyself.com, Inc. By Don XXXXX: __________________ Date:_____________ Name: Alexa XXXXXX _____________________ Date:_____________40985.862155787
I am sorry but that is beyond the limits of this website--I cannot evaluate your contract for you as that may be considered representation. If you need to have an attorney evaluate the agreement for you, consider retaining local counsel to do it for you--I can only answer general questions for you.Take care.Dimitry Esquire40985.8201848032
Ok so if you cannot do that can you at least tell me the name of the law which specifically prohibits the attorney/nonattorney sharing arrangementI need to know this before I pay thank you
I dont want to hire an attorney to read a contract that is NOT LEGALits a waste of my money and timeIf you provide me with the law and the name I can research on my own I will be more prepared to move forward armed with the right information
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