Anticipating Legal Issues in Business Before They Happen - A Lot and Parcel Recast | 121

In this special "Recast" episode of Don’t Skip the Legal, Andy Contiguglia joins Ben Diaz on the Lot and Parcel Podcast to unpack the legal challenges that often blindside business owners. 

From entity formation and contractor classification to non-compete agreements, IP protections, and FinCEN’s new reporting rules—Andy breaks it all down in plain English. 

If you're launching, running, or scaling a business, this episode gives you actionable insights to keep your business protected and positioned for growth. 

🎙 Topics covered: 

• Choosing between LLCs, S-Corps, and C-Corps
• Why bad contracts are still enforceable—and how to write better ones
• Compliance traps every business should watch for
• Legal myths that cost business owners time and money

🔗 Links:
 

• Don’t Skip the Legal Book: dontskipthelegal.com
• Andy’s Law Firm: contiguglia.com
• Lot and Parcel Podcast: yourlotandparcel.org

Don't Skip the Legal podcast brings you insightful conversations with successful entrepreneurs, providing real-world lessons on business growth, legal considerations, and much more. Subscribe now for more enriching episodes and practical insights for navigating the complexities of the business world.

Find Andy on the following social platforms:

The Contiguglia Law Firm
Instagram
Facebook
Twitter
TikTok
LinkedIn
YouTube

Disclaimer:

Please note that the legal information shared in this podcast is for general informational and entertainment purposes only. It is not a substitute for consulting with a licensed attorney for specific legal matters. Past performance does not indicate future results; every legal case is unique. Consult your own attorney for personalized legal advice.

Transcript

00:00:12:04 - 00:00:45:28
Ben Diaz
Welcome to your Part & Parcel podcast. You will find this program to have your best interest at heart. You can help us to continue this library of educational topics to help you preserve your home and family. As a nonprofit organization, we would appreciate your monetary support. Here is your host, Benjamin FTSE. My guest today is that business owners can be more successful in their business if they maintain a more detailed understanding of the legal issues they may encounter while running their businesses.

00:00:46:01 - 00:01:17:27
Ben Diaz
Therefore, he's providing original strategies for business proprietors. He is a business attorney who has captured the attention of many media outlets, such as business.com, 50 to 80 magazine, Epic Times, CBS News Denver and many others. Let's welcome this counsel to our show. And here he is Andrew J. Categoria. Thank you, Andrew, for joining me today. I appreciate you taking time to speak about startups business at one.

00:01:17:29 - 00:01:39:16
Ben Diaz
You know, you'll find many folks that are out there maybe sitting on the fence and not quite know how to begin to, get into a new business. But I am very grateful. But before we get into that topic, Andrew, give us a little bit of a view and an overview of your field of discipline. And I understand you also authored a book entitled don't Skip the legal, which I'm intrigued by that.

00:01:39:23 - 00:01:57:28
Ben Diaz
So tell us about the impetus of that as well. Yeah, excellent. Thanks, Ben. I really appreciate this opportunity to be on your show. And I really hope that, your listeners get this opportunity to sort of pick up some of the value that I have brought with me here today. But, a little bit of background about myself.

00:01:57:28 - 00:02:20:04
Andy Contiguglia
My name is Andy Contiguglia I am your corporate casual business attorney. I'm based in Denver, Colorado, and the owner and the founder of The Contiguity, a law firm here in Denver. I focus on business law, corporate law, complex litigation, and risk management. I've been a lawyer for almost 30 years. Believe it or not, I've been practicing law since the mid 90s.

00:02:20:04 - 00:02:44:18
Ben Diaz
That'll age me here real quick. I really like to assist startups, entrepreneurs and other established businesses, helping them navigate legal landscapes and ensuring their success and compliance with the law. So that's what I do. Very good. You know, the the title of your book suggests that there are some deficiencies when there's a new or business or a startup for non preneur.

00:02:44:20 - 00:03:06:25
Andy Contiguglia
Can you share what might be the company common deficiency? Absolutely. That's a great question. And and I would sort of preamble all of this with, you know, everybody I talk to has a different issue with the starting up of their business. And as I talk to these people, they get, you know, they're in various stages of their startup.

00:03:06:25 - 00:03:43:20
Andy Contiguglia
Either they're at the very, very beginning, they're just trying to pick a name or they're halfway through. They're hiring their first employee. They're looking to grow in scale. Whatever it is. Everybody is always in this, you know, different stage of, of growth. We'll call it, but I think when you're starting a new business, you really need to, you know, choose the right, choose the right business entity, making sure you are picking whether you want to be a corporation or an LLC, making sure you properly register your business, ensuring that you file all the necessary paperwork with your local state, obtaining any required licenses and things that you have in that respect.

00:03:43:22 - 00:04:05:21
Andy Contiguglia
Drafting any foundational documents, things like operating agreements, bylaws for corporations, partnership agreements with your business partners, you know, obtaining any necessary permits and licenses. So, you know, many industries require you to have permits and licenses. So that's another thing that you need to sort of check off on your list to make sure that you are in compliance.

00:04:05:23 - 00:04:38:00
Andy Contiguglia
One big thing that I see a lot of businesses messing up on is not keeping their business bank account and their personal bank account separate. It is so very important. Maybe we could go in for an hour about keeping your business and personal finances separate. That is a key component because in litigation, which I do a lot of when I'm either defending a corporation or a business or bringing a lawsuit against a business owner, one thing I'm looking at is, the liability component of things.

00:04:38:00 - 00:05:07:01
Andy Contiguglia
And if you are co-mingling your business and your personal assets and your finances with one another, that exposes you as a business owner, what's called piercing the corporate veil or alter ego identification, meaning your personal assets can be attached or gone after. To really simplify it by somebody who is suing you. And so one of the requirements here is making sure that you keep those things that are personal, personal, and those things that are business, business.

00:05:07:03 - 00:05:25:14
Andy Contiguglia
A really great example is don't go buy your groceries for the week with the money from your business account. That is huge. And then another one that the last thing I think is making sure that you are complying with your local employment laws, whether they're the federal ones or the ones from your state. Quick story real quick.

00:05:25:15 - 00:06:03:29
Andy Contiguglia
I you know, I received about three weeks ago, a notice from here in the state of Colorado looking at an unemployment audit for my business. Now, I'm smart enough to know how to classify people who work for me. Sure. And there are like 19 different factors that the state looks at, that the IRS looks at that. The federal Department of Labor looks at, in terms of classifying your workers as whether they are employees or independent contractors, and if you misclassify the people who work for you, you could be subject to penalties and fines because you misclassified your workers.

00:06:04:06 - 00:06:24:06
Andy Contiguglia
So that's a really, really important factor that I see a lot of business owners messing up. I think people want to cut corners and they say, oh, I'm just going to hire all of these independent contractors to come in and do this work for me. And the next thing you know, they're being audited by the Department of Labor saying, hey, you misclassified these workers.

00:06:24:12 - 00:06:50:29
Andy Contiguglia
They should have been employees, and now you owe extra unemployment, or now you owe extra taxes, for other components of it. So that's another huge piece of this. And then I think one thing that just came into effect, just recently, we've got issues with non-compete agreements. And now the Federal Trade Commission is putting, and, you know, the kibosh on non-compete is for workers who are working for you, so you can't do that anymore.

00:06:50:29 - 00:07:13:25
Andy Contiguglia
So those are sort of out the window. And then you also have the Financial Crime Enforcement Network, FinCEN. Everybody who owns more than 20% of a business is required to register their business as, as a, beneficial ownership interest in their business with the Financial Crime Enforcement Network that just went into effect last year. It started this year.

00:07:13:25 - 00:07:41:00
Andy Contiguglia
It was passed last year and went into effect this year, 22, 2024, requiring businesses that were in effect prior to 2024 to make sure that they get their beneficial ownership interest and filed with FinCEN before the end of this year. And then any new business that is started in 2024 has to get their beneficial ownership interest done within 90 days of starting their business.

00:07:41:02 - 00:08:16:29
Andy Contiguglia
So, Ben, I'll ask you, have you made your beneficial ownership interest filing with, the Financial Crime Enforcement Network yet? Yeah. I'll play the fence on that one. Yes, I will. That works for me. So don't forget to do that. I think it's everybody needs to do that's, you know, that's right up there with making sure you register your business and get all the necessary paperwork, filing what we're doing now with consulting with all our, our businesses and our clients is making sure that they are managing, you know, this is just one more thing that they have to do as they start up their business.

00:08:17:01 - 00:08:40:22
Ben Diaz
Very good. I can appreciate that. When you said the, the non competing, that went out the window so that you're not obligated to, sign any, anything once you leave the corporation or the business that. How does that work. Yeah, that's a great question. What you what you see a lot here is when people join businesses, they are, you know, they are under contract.

00:08:40:22 - 00:09:02:25
Andy Contiguglia
And part of those contracts include non-compete agreements, meaning if you leave a company, you are prohibited from working in, you know, working for another company that competes directly or indirectly with the one that you just left. That was a pretty common thing, as many companies were trying to do, to keep people from competing against it. So think of it.

00:09:02:26 - 00:09:20:20
Andy Contiguglia
Here you go, Ben. You go, you join this company, you're the smartest person in your industry, and the next thing you know, you leave because you got a better offer from someplace. They're going to pay you more money. They're in the exact same lane as the company that you left. And now that company wants to make sure that you can't bring your knowledge to that, to their competitor.

00:09:20:20 - 00:09:44:00
Andy Contiguglia
And so people would try, I say businesses would try to, you know, pigeonhole people into not working for competitors. That law morphed into, really, you can't do that. You can only do that with people who are like business owners. So if you and I own and co-own a business together and I'm buying you out, I can then put you under a non-compete.

00:09:44:02 - 00:10:10:06
Ben Diaz
But the Federal Trade Commission has now put, some really significant limitations, or I should say, exceptions to the general rule, which is, non-compete agreements are unenforceable and interesting. You bring that up. I just wrote like the fourth volume of sort of a four piece, on on this Federal Trade Commission regulation that just went to effect on my blog at contractually, dot com forward slash blog.

00:10:10:06 - 00:10:30:15
Ben Diaz
And it's in there. It's one of the newest ones as of what's today's date? July 9th, 2024. Yes. Okay. Good for you. Well, we're not there. Things are fluid, things do change. And I can see that, you know, you got to stay on top of those things. Earlier you mentioned about, an LLC or a corporation. And I know one fellow that I'm thinking about.

00:10:30:17 - 00:10:59:13
Ben Diaz
He just couldn't make up his mind. Should it be an LLC or S Corporation? How do you determine. That's a good question. And I really like to tell people what they need to do is include their tax advisor in, this discussion. And so while a lawyer can advise you how to go about filing, your company, whether it should be a corporation, whether it should be an LLC, you know, the way they operate and the way that they're managed are two very different ways.

00:10:59:13 - 00:11:25:00
Andy Contiguglia
LLC tend to be much more loosely run. And, you know, I see people running their LLCs with, with co-owners, and it runs sort of like a partnership. It's very easy to manage. People both get an equal say, typically in the way that the company is run and operated. I tell other people, listen, you want to be, you know, put on your big kid pants, then go be a corporation.

00:11:25:02 - 00:11:54:19
Andy Contiguglia
I see corporations getting a more mature look than LLCs typically do, and I see LLCs, and I typically recommend LLCs for like a single venture versus a corporation that might be a little bit bigger. Now, when you're talking about, a designation like this S Corp designation, that is a tax filing designation. And what that means is you're going to be what's called flow through taxation.

00:11:54:21 - 00:12:20:26
Andy Contiguglia
So when you create a corporation it's automatically a C corporation unless you classify it with the IRS as an S corporation, meaning you are requesting that the IRS tax you as a partnership, meaning you have flow through taxation versus the double taxation that you don't get as a corporation. Now, LLC C's can also elect to be taxed as S Corp.

00:12:20:29 - 00:12:41:20
Andy Contiguglia
Otherwise they're taxed as a disregarded entity, by the IRS. So that's why I always tell people bring in your tax advisor in that respect to decide, hey, how do you want to do this? Now let's just simplify this one other one more step. I like to say you've got either the double taxation where the flow through taxation.

00:12:41:22 - 00:13:07:17
Andy Contiguglia
My advice to my clients is typically do you want to grow your wealth? All right. The money that you take home or do you want to grow the value of your company? If you want to grow the value of the company, keep the money in the company and keep it as a C corporation. Pay yourself a salary. Pay the taxes on the money that you get as your salary and then let the corporation pay its taxes on the money that it receives.

00:13:07:17 - 00:13:30:01
Andy Contiguglia
But you keep the money in the corporation at that standpoint, and then you can have this opportunity to grow the corporation versus all the money that your company receives. You need to pay to yourself or you need to spend somehow. Otherwise you're going to be taxed on the, revenue that the company receives, whether you actually put it in your pocket or not.

00:13:30:01 - 00:14:00:17
Andy Contiguglia
So if you make $100,000 in your company, but you pay yourself 50,000 of that and you leave 50,000 in the bank for future operations, whatever those might be, you are going to be taxed for $100,000 of revenue generated that year, rather than the 50,000 that you actually paid yourself. So again, it's very important that you include your, you know, your tax planner in this discussion about what your goals and objectives are because it's not clear cut with everybody.

00:14:00:17 - 00:14:17:24
Andy Contiguglia
Everybody's goals and objectives are different than you may have. You know, goals that you want to grow your company. And for me, I want to take home as much money as I possibly can. So and your goals and my goals are different. So there is a one size fits all. So the next thing is here, make sure you sit down with your lawyer.

00:14:17:29 - 00:14:37:10
Andy Contiguglia
Make sure you sit down with your tax advisor and come up with a plan that works appropriately for you. Very good. Yeah, well, that that really calls for a well seasoned CPA or financial, fellow that really can guide you through all because there are so many nuances to what we do. You know, every business is just a little different.

00:14:37:15 - 00:15:01:23
Ben Diaz
Little different. Then you touched on earlier, touched upon, it touched on agreement. S, I know you speak very strongly about making sure you have a clear and enforceable contract, but you also speak about critical clauses that should be included. Could you touch on that? Absolutely. So when we're talking about contracts, I, I tell people all the time, do you have a contract?

00:15:01:23 - 00:15:22:09
Ben Diaz
Do you have a contract? You know, and they like people like to tell me, oh, we have a handshake deal. Or there's emails going around back and forth and it drives me up the wall because, you know, the problem that people don't realize is bad contracts are still enforceable. And you might be getting yourself into a contract when you least expect it.

00:15:22:11 - 00:15:40:28
Host
A contract does not have to be in writing, with the exception of, you know, certain types of contracts under the statute of frauds, which I think is a little bit beyond the scope of what we need to talk about. Any, you know, you can reach an agreement with somebody just by talking to them, shaking hands, getting each other on the back, giving one another a hug, kiss it, whatever.

00:15:41:00 - 00:16:09:20
Host
You know, however you want to do that, you know you are going to create these contracts. And the thing about contracts is, you know, they're essential because they outline the rights and the responsibilities of all the parties involved. And when you have a good, clear contract, it prevents misunderstandings. So think of how how many times you've had a discussion with somebody, and then you come back two weeks later and you're like, hey, remember that discussion that we had the other day?

00:16:09:22 - 00:16:27:24
Host
You know, I said, A, B and C and you go, no, you didn't, you didn't say that. You said X, Y and Z. That's not what we talked about at all. And now you have this completely misunderstanding. It doesn't even have to be over a contract. It could be over. You know, what you were watching on TV like, oh, here's, whatever it is, whatever misunderstanding you might have.

00:16:28:01 - 00:16:50:11
Host
So you put your contract in writing. And that's the nice thing about having contracts in writing is it prevents these misunderstandings. And it also gives you legal recourse in the event that you have a dispute with somebody, over the contract. I think that is really a key component here. You know, in service based contracts, I think it's really important to clearly define, the scope of work.

00:16:50:16 - 00:17:15:22
Host
So what services are goods are going to be provided by the services that you are engaging with somebody and also their obligations of paying you. All right. So payment terms yet scope of work. What I'm going to do payment terms. What you're going to do when you pay me. Right. So the specific amount that is are owed to me, specific due dates of when those payments are going to be made, penalties for late payments, that kind of stuff.

00:17:15:24 - 00:17:35:09
Host
You also have to look at trade secrets, protection of sensitive information. So confidentiality provisions I think are really, really important. So if you and I are sitting down and we're talking about your podcast and you're giving me all this information to, you know, cut and splice your podcast episodes, but I'm learning a lot about what you do.

00:17:35:11 - 00:17:59:05
Host
That might be something you want to keep confidential. You don't want sensitive information being passed on to everybody else. Or if you have something proprietary as to your, you know, brand per se, you don't want somebody running off with that. And in service based industries, you see that especially in marketing companies, they may have, specific ways that they do their job that you don't want to be passed on to other people.

00:17:59:07 - 00:18:26:01
Host
I think that's really important. Another important clause, dispute resolution. What happens when you guys no longer get along? Or what happens if you have a dispute in your agreement. So it's nice to determine ahead of time how disputes will be handled if they happen in the future. So you're looking at things like an arbitration clause or a mediation clause, or whether you're just going to allow people to go ahead and file for litigation and start a lawsuit right out of the gambit.

00:18:26:01 - 00:18:36:27
Host
So that's something to think about as well. I think shell.

00:18:37:00 - 00:19:01:14
Host
You are listening to your Lot in Parcel podcast. We invite you to tell a friend and to leave a rating and your commentary. We thank you in advance. We are visiting with a business attorney who has captured the attention of many media outlets, such as Com 52, Rating Magazine, Epic Times, CBS news, Denver. And not to mention you're not impartial.

00:19:01:14 - 00:19:27:21
Host
Show. He believes that business owners can be more successful in the business if they maintain a more detailed understanding of legal issues they may encounter while running their businesses. Therefore, he is providing original success strategies for business proprietors and to reach out to him for business advisement. Links in the show notes. Let's get back with our counselor, Andrew J.

00:19:27:23 - 00:19:35:12
Host
Contact Gabriella.

00:19:35:14 - 00:20:03:00
Host
Do, non-disclosure agreements? Do they really hold up? Andrew? Non-Disclosure. Confidentiality? Absolutely they do. So you see that a lot when it comes to, you know, intellectual property and things like that. So hiring others to, you know, do the work for you for your branding and you're giving them protected information. You want to make sure that they're not running off and using it with somebody else.

00:20:03:02 - 00:20:27:07
Host
And if you have a special trade secret about your processes and your procedures, absolutely. Those are enforceable. So confidentiality is an important one. Non-disclosure agreements, you don't want your information going off to other people either. Like in my industry as a lawyer, I have people coming in, but they are learning a lot about their clients. They're learning a lot about the operations of my business.

00:20:27:10 - 00:20:48:23
Host
And in that process, I may want to limit what my employer can do with that information if they decide they want to leave. And now many industries change quickly. And so you might not need to hold somebody to, you know, a non-disclosure agreement for a real long period of time. But I don't think it's uncommon to hold somebody accountable for at least a year.

00:20:48:25 - 00:21:20:16
Host
And I think it also depends on how long they've been with you to see how you know, what that's going to look like moving forward or. Right. Yeah, it can vary. I can see that. Now, you also touch on common compliance issues that sometimes business owners will or might overlook. What might that be? I mentioned one of these earlier and that was misclassifying employees as contractors or really as classifying independent contractors, employees as independent contractors.

00:21:20:18 - 00:21:46:22
Host
There's, you know, the IRS and your local Department of Labor. They are going to scrutinize this. I remember, you know, I just literally yesterday, my company was audited on this for work that we did in 2023. Not a big deal because I had no independent contractors working for me last year. Everybody who worked for me in 2023 were actual employees of mine, with the exception of my bookkeeper.

00:21:46:22 - 00:22:13:11
Host
But she's not a lawyer, right. With you. You know, I had a cleaning crew come in and help clean my offices. They are independent contractors. So when you are looking at the people who are in in your business bed, it's really important to make sure that the people you are classifying as independent contractors are really those. The true independent contractor really is the plumber who comes in to fix your toilet because you're not in the toilet fixing business.

00:22:13:11 - 00:22:35:14
Host
You are in the business and podcasting business. But if you were to hire somebody as an independent contractor to say, write content for your blog, that could create problems for you because you are in the industry of sort of marketing and podcasting, and that could be seen as somebody who is generating the work that you would otherwise be doing.

00:22:35:17 - 00:23:10:23
Host
That is going to be problematic. And so it's going to be important that you, you know, keep those separate. And I like to tell people if you're paying another company, that's very helpful. But again, it is a case by case basis. And it doesn't matter how you decide you want to classify the people who work for you. What matters is how the Department of Labor wants to classify them, and they are going to go through 19 different factors, to determine whether that person who is working for you is an employee or an independent contractor, and the burden is going to be on you to prove that they were employees.

00:23:10:25 - 00:23:46:23
Host
I think another big one nowadays is data privacy, failing to comply with the GDPR or the CcpA. You know, these are, you know, disclosure requirements and data protection requirements, where if I am gathering information from people who visit my website, I have an obligation to keep that data private. And, you know, what I like to tell people is if you are asking people's information to subscribe to your newsletter, you really only need an email address.

00:23:46:23 - 00:24:06:29
Host
There's no reason that you collect a mailing address, a credit card number or anything like that. So only collect the data that you need to provide the service that you are going to be providing to them. So if it's an opt in for, you know, the delivery of a white paper, all you need to do is take the, you know, get an email address.

00:24:06:29 - 00:24:26:29
Host
You don't really need anything more than that. Then, of course, the GDPR and the CcpA, Colorado has a version of this as well. You know, if there's a data breach, you have obligations to notify everybody as well. So there's a lot that goes into there. And if people are generating I've drafted GDPR and CcpA policies and websites, before.

00:24:26:29 - 00:24:44:29
Host
And there's a lot that goes into it about the disclosure requirements. If there is a data breach and the amount of information that you're really allowed to collect from people. So that's that's an important component of this. Interesting. My goodness. Well, you know, like I said earlier, there's so many things you have to consider. Then you have to consider.

00:24:45:02 - 00:25:05:20
Host
And you know what's involved in registering a trademark. What can you tell us about that. Yeah. Trademark registration I like to look at trademarks and copyrights, sort of in the same genre of legal tasks that that we do think of your trademark as sort of your brand. And you're right, your, your, your brand is is what defines you.

00:25:05:20 - 00:25:32:22
Host
And what I see a lot of people wanting to do is they start this new business and they automatically want to go out there and say, I want to trademark my name. And we got to look at it. We got to go, here's the deal. Trademarking. You don't just automatically get you have to show that you are engaging in a business and that your name has created some unique, component of your identity.

00:25:32:24 - 00:25:57:20
Host
And it has to be, you know, in some form or fashion related to the work that you do that requires you to actually do work in your industry and create a brand within, you know, using your, your name. And you don't just automatic get this. And so when you file for trademark, there's two ways that you can go about it.

00:25:57:22 - 00:26:24:21
Host
You can either file it and say, hey, we're already using this. And then you have to come in convinced the trademark office that you're actually using it. Or, if people want to protect their name, thinking that they're going to try to trademark it in the future, they can file what's called an intent to use, which is a different section of the trademark registration laws, saying, hey, we are intending to use this as a trademark later on down the line.

00:26:24:23 - 00:26:46:21
Host
And the nice thing is, under those circumstances, it kind of puts this, you know, block in place to say nobody else can use it because you're first in time under those circumstances, and then you get six months to show the trademark office that you've managed to use it in the course and scope of your business. And if you don't, within six months, you can extend it for another six months.

00:26:46:24 - 00:27:03:01
Host
And then if you don't do within that, you know, six months, you can extend it another six months, so you can extend it on six month intervals. This intent to use for a period up to three years, if you don't already have it in place. And then it's up to you to convince the trademark Office that you deserve trademark protection.

00:27:03:03 - 00:27:24:05
Host
And there's a number of different factors that go into that. You compare that to like copyright. Those are things when you are generating something or, you know, on your website, the content that you create, the books that people write, the images that they take in, they're putting up on the design of their website. All of that can be copyrighted, and that's usually an artist.

00:27:24:08 - 00:27:50:28
Host
Anything that sort of put in a tangible medium that, is generated by a human. And the legal arguments that are coming up nowadays as it relates to copyright law is, did a human create this or didn't I create this? A lot of marketing companies nowadays are using artificial intelligence to create images. They're creating blog content. They're creating content for websites, whatever it might be.

00:27:51:01 - 00:28:16:24
Host
And then people trying to go and generate copyright protection on the things that AI is creating. And the Copyright Office won't let you do that. Early last year, the Copyright Office started asking, whether I was used in the generating was used in any portion of the generating of the content that you're trying to copyright. And if it was, the Copyright Office won't allow you to copyright that.

00:28:16:24 - 00:28:37:28
Host
So you need to really take a look at this and, or if you can somehow. And here's sort of the argument that, you know, lawyers are making nowadays when they challenge, you know, decisions by the Copyright Office, they're saying, like, well, yeah, but, you know, you don't get this result unless the prompt that I put in is an appropriate prompt.

00:28:38:00 - 00:29:06:21
Host
And so what will people is keep track of the prompts and the discussion that you're having with your AI to show that there was a form of human involvement in that. But I think that's a real hard argument to make, and I've yet to really see the Copyright Office latch on to that and and agree with it. And until the case law gets fleshed out a little bit better in that space, I think you're going to see the Copyright Office, you know, pushing away things that are AI generated for copyright protection.

00:29:06:21 - 00:29:55:13
Host
Now, does that mean you can't use AI to create, you know, content? Absolutely not. Just means you can't copyright it. All right. Very good. Not using AI for an example. It's all original. It you did it for your very creative. How do you monitor and enforce your want to see a trademark? Well, you'll you have a requirement to when you when you trademark your brand name in your logo, you'll have an obligation to enforce it, which means when you see, you know, your trademarked material being used elsewhere, you have to send people who are infringing on your mark what we refer to as either takedown notices or, you know, demand for compliance,

00:29:55:13 - 00:30:14:17
Host
that kind of thing to say. Listen, you're, you're doing that because you're failure to protect your trademark, can result in you losing the trademark. And a lot of that there are a number of organizations out there that will sort of, you know, keep an eye on your trademarks for you. There are other things that you can do.

00:30:14:17 - 00:30:35:12
Host
Real simple things put in, like a Google alert with your name and see what starts popping up in various places so you can keep track of that. It's important to search for infringements, you know, in various markets online platforms. And as I said, there are companies that will do that for you. They're their trademark watch services.

00:30:35:14 - 00:31:05:14
Host
That'll give you alerts for potential violations. And then as I mentioned, it's important that you send cease and desist letters to pursue legal action in the event you come across people who are infringing upon your, your marks or your copyrighted images. I, you know, one problem that I see coming up all the time is, you know, I get calls from my clients who are like, hey, I just received this letter from, you know, this company saying that we have an unlicensed image up on our website.

00:31:05:17 - 00:31:23:28
Host
And I'm like, okay, well, where'd you get this image? Oh, I went to Google search and this image came up in the search and it's like, and you just kind of cut and pasted it and threw it into your website. Yeah, exactly what I did. Isn't that isn't that like, you know, common domain. And I'm like, no, we need to find out who owns the like.

00:31:23:28 - 00:31:46:25
Host
You don't have a license for that? This happened to me. I, you know, I am subscribed to a licensing, service. So I have access to, you know, items that are licensed, but you have to look at the licensing agreements because some of the licensing agreements that you get through various companies, but, you know, only allow you to use those images.

00:31:47:00 - 00:32:13:19
Host
One time and they only allow you to use images for your items. But what if you're a content creator and you now download an image and you're using it on somebody else's platform, for stuff that you created? Now you've got this problem where my website is being dinged for copyright infringement, because then you created a, you know, a blog post for me with an image that you had licensed for you, but not for me.

00:32:13:21 - 00:32:31:00
Host
And so you have to look at the scope of these licensing agreements to make sure that, you know, what you're creating for me doesn't hurt me. And if I end up having to pay a fine on that, who do you think I'm going to come after? Benefit. Exactly. Those are, I think, a really important factor consideration. Absolutely.

00:32:31:03 - 00:33:02:27
Host
On my part. Shall we? We, of course we implement music and so forth, but, my producer makes sure that, that we have a subscription to make sure that, we have the rights to use that. Absolutely. No. And there's this also, this principle also apply in securing domain names. It does. I think you can, you know, you look at situations and this was happening early, early on in, you know, when when people were getting hits, I remember I represented a local, car dealership here in Denver.

00:33:02:27 - 00:33:25:01
Host
This was probably about when was it? Early 2000. So about, you know, 20 years or so ago when, when domain names were just starting to sort of come about and people were doing it and somebody, you know, bought the domain name for my client, and was like, you know, cyber squatting on their name, saying, well, we're not going to give it back to you unless you pay us $10,000.

00:33:25:04 - 00:34:02:05
Host
And of course, that kind of thing still happens. You go out there and you look and you find people squatting on different names. And so you have to bring what's called the udder action against, those people for cyber squatting. And you can do that. The UDR is a uniform dispute resolution. Policy Act that you bring in a specialized administrative court, which ultimately you get a ruling from them, which is I can which is the internet or the, you know, the, the organization that assigns the domain names to people when you buy them.

00:34:02:07 - 00:34:23:25
Host
And they'll transferred over if you end up winning that and part of that winning is, showing that you have an identity in the name that they are looking to squat on. So here's a good here's a really obscure example. Let's say I'm, I'm Michael Kors, and I am the, you know, developer and the creator of Beautiful Fashion.

00:34:23:28 - 00:34:44:20
Host
And I now find out that somebody has the Michael kors.com website and I'm looking to go after it. Now that person's going to have to say, yeah, but my name is also Michael Kors, and this is where I, you know, spelled exactly the same way. But this is where I post all of my, you know, videos and my images and my blog posts from my travels.

00:34:44:20 - 00:35:05:22
Host
That might be different. But if my name is Andy, kind of Google and I have no relation to Michael Kors, but I'm trying to, you know, say something else. You know, I may have a problem when it comes to the, the branding and the identity under those circumstances. So. Wow. Yeah. Well, there's lots to consider. I'm telling. And this is where you come in as well as your book.

00:35:05:23 - 00:35:32:13
Host
Your book covers all that. It covers a lot of it. And I'm actually some of the there's some new things, as I mentioned. So it came out in early 2023, wrote it sort of over the holidays between 2022 and 2023. And even since I published it at the beginning of 2023, there's been a lot of changes with, you know, the, the non-compete and with the, the FinCEN that I had, the Financial Crime Enforcement Network registration requirements that just went to effect.

00:35:32:20 - 00:35:49:19
Host
So I'm in the process of adding a few things to it. But if you get the Kindle version, you sort of the nice thing is you get sort of updated on that. But it's it the book is called don't Skip the legal. It's the the legal guide for business owners and startups to, you know, remained compliant in the law.

00:35:49:19 - 00:36:22:20
Host
And it kind of walks you through how you know, everything you need to consider from the moment you start your company to the moment you want to sell it. You can find it on Amazon, but you can also go to don't skip the legal.com. And on my media and everything that I have on there, my, my videos and the different books and stuff, you can access it through there as well as well as my podcast, which we talk about a lot of these issues with business owners, and I do case by case, interviews with business owners about the legal issues that they've had to deal with in their businesses.

00:36:22:22 - 00:36:40:27
Host
What is the name of the podcast center? It is the don't skip the legal podcast. I should have known. This is called we call this branding. How you going? It is as absolutely. Well, I congratulate you for that. I'm telling you, because I know there's so many others sitting on the fence. I just don't know where do I start, you know?

00:36:40:29 - 00:37:08:09
Host
And I think this is a good start. You know, acquiring your book. You also have a website, correct? Other than, Yep. I have the, the don't skip the legal.com. But then there's my, my law firm website, which is contiguity a.com. That is co n t I g ugly a.com. And on my website you can find out a little bit more about me as well as, you know, do a search on our blog post.

00:37:08:09 - 00:37:28:06
Host
We've got a lot of information on our blogs, about various issues. So you get sort of put in your, you know, whatever, whatever interests you as it relates to your business and throw it in there and you'll get some good information, then you're always welcome to reach out to me, and I'm happy to take some time to talk to people about their interests and their needs as well.

00:37:28:14 - 00:37:50:00
Host
Very good. Andrew, I appreciate that. You better. You're a good counselor. I'll make sure to put those emails in the description. You know, just as well as your podcast. So I, I, I'm very, grateful for that because I, as I indicated, me I, I, I'm, I'm in my retirement years and, but I started very early on as an entrepreneur.

00:37:50:00 - 00:38:11:20
Host
I've never been. So I've never been, employed, never a W-2 manager, never. Well, it's interesting because, you know, I've, I've been an employee and I've, you know, I've started my law firm twice. I started once right out of law school. I hated it. And then I started it up again about 11 years later once I, you know, knew a little bit more about what I was doing.

00:38:11:22 - 00:38:30:11
Host
And I'm in the process of starting a new company right now. So all of these things that it goes are like, I'm trying to find out. I'm trying to decide on a name for my new business. As I'm like, kind of like I had did I go through all this know, making a law for a category, it was really easy, but now I'm trying to go with something a little bit more, bringing it in unique.

00:38:30:11 - 00:38:51:00
Host
So I'm looking at other names right now. So yeah, it's public relations firm that I'm starting. Oh public relations firm. Oh yeah. Very good. Congratulations on that bet. Counselor, I enjoyed my visit with you. There's likewise plenty there that we can think about and ruminate about and and learn from what you had to say as well as your book.

00:38:51:00 - 00:39:10:21
Host
And I want to thank you. And I wish you the very best. Andrew. Ben, it's always a pleasure. I appreciate you having me again on your podcast, and I look forward to future conversations with you.

00:39:10:23 - 00:39:31:02
Host
Thank you for listening. The theme music has been provided by Echo Fox Town. All the opinions expressed in the podcast are opinions only and should not be relied on. For more information, please visit. Your lot and parcel dawg. We trust you will sponsor our informative podcast with your generosity. For more information, please visit your lot in parcel dot.