51 | Get Your Business in Order with Nicole Oden

Jun 26

Contracts can feel overwhelming: it is something you need for your business, but it can be confusing when you’re early on in your entrepreneurial journey.

In this case, Google is not your friend.

Nicole is a licensed attorney in California, and we talk about all things trademarks, contracts, and legal templates for entrepreneurs.

You’ll be reminded about the importance of having written contracts for all business relationships… AND learn how to SIGN those contracts properly (I’ll admit, I didn’t know this one!)

And don't forget! Nicole has a summer sale on her website (if you’re tuning in 2023), and it's the perfect opportunity to get your hands on contracts and templates for your business.

Connect with Nicole:

The Checklist to Create & Grow Your Membership

Click here to purchase contracts and more from Nicole’s template shop (this is an affiliate link)

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Episode Transcript

Dani [00:00:00]:

Welcome to the podcast, Nicole. Can you just tell our guests a little bit, like, who you are and what you do?

Nicole [00:00:05]:

Yeah. Well, first, thanks for having me. I'm excited to to be here to chat with you today. So I am a licensed attorney in the state of California. I've been licensed for, oh, gosh, going on 12 years now, which is kinda crazy to say. I have my own virtual law firm, and I started that in 2016. And I also have an online business And so in my virtual law firm, I work with online service providers and digital product creators to make sure they're protecting their business and brands with contracts and federal trademark registration. And in the online business, I work with kind of early stage online business owners to make sure that they're getting written contracts in place, and that business provides legal templates for those early stage entrepreneurs. For whatever reason, just aren't ready to work with an attorney 1 on 1. It's kind of a a first step approach to making sure that they're getting things in writing, which is kind of the soapbox that I stand on as an attorney. I'm a big advocate for our written contracts.

Dani [00:01:00]:

Right. Okay. This is awesome. I love the fact that you kinda have, like, that stepping stone into that because when you have those 1st few years, just starting an online business. It can kinda feel really overwhelming, so that is perfect. Okay. And then you talk about trademark as well. So I think we're talking about this earlier when you're writing that custom contracts you're working with residents in California, but then you also do the trademark. So, like, just touching that a little bit before we do a deep dive into everything else.

Nicole [00:01:30]:

Yeah. So I think a lot of people talk about I want a trademark, and I think one of the things that I like to educate business owners on is that you actually have a trademark from the moment that you start using that word, phrase, graphic, logo, whatever it may be, and you do have some what are called common law rights and those rights are limited essentially to the geographical region that you do business in, which makes things sticky for online business owners because we can have clients, you know, in the same state, in other states, in other countries. We're in a global economy now, so it makes things a little bit messy. Federal trademark registration is kind of the most protective step that you can take for your business and your brand. Because you're locking down additional rights with that federal trademark registration, including the ability to use it anywhere in the US. So in all 50 states, you get the benefit of being able to use the r in a circle symbol. Fun fact, you're actually not supposed to use that symbol unless you have federal trademark registration because, essentially, the government could find that you're committing fraud. seeing that you have a registration that you don't. And there's a host of other benefits that you get. So I'm a big proponent of if you have a business and a brand that you've built that you intend to kind of last as a legacy. So whether that's leaving it to your kids, whether it's growing it into a big massive corporation, Whatever it may be, I think getting those, the federal trademark registration for key pieces of your brand in place is one of the smartest investments that you can make. What would that level be do you think when they can really start thinking about that? You know, it's it's really neat. I I find I geek out on law stuff. So I think it's really neat that with the USPTO, you have the option of filing what's called an intent to use application. So even if you haven't started using the mark in commerce, which is kind of the threshold that you have to need to be able to move forward with trademark registration. You've got a concept and you're intending to launch sometime within the next 6 months to a year, you can file an application even if you haven't launched. And so it's kind of one of those things where I have to give kind of that attorney answer if it depends. Because if you've done kind of the market research and you've got things, you know, get in manufactured, but maybe you haven't started selling yet or you're trying to still get funds together, You can take the steps to move forward with the registration just to tie it up. I think that the true test is really, is it something that you plan to stick with long term? Mhmm. Like, that that I think is one of the first things that you can consider. You know, I've had clients come to me where they start the registration process, and then They, you know, halfway through, decide, I think we're gonna go in a different direction, and so all that time and all that money is wasted. Right. And so I think doing kind of that that thought work yourself as a business owner, where you see the business growing, how intentionally you plan to grow that brand, you know, is it something that maybe it's like a product or service offering that may or may not be there in a year? You probably don't want to. pursue registration. But if it's something that you're in it for the long haul, at least, you know, from where you see it now It's definitely something to consider because the US is a first file system. So if you've been thinking about something and then you just don't and somebody else files first, you know, then then we we can have a bit of a battle depending on what your next steps are after that. So -- Right. Right. Yeah. It's the first come, first serve kind of so I think a lot of my listeners too are kind of they're definitely the online business owners, and they're

Dani [00:04:57]:

either, you know, freelancing, maybe have a smaller business. Most of us understand the importance of a contract or might say, oh, I do have a contract, but maybe it wasn't from is the most reputable source. So could you just break down a little bit? Like, we understand why contracts are important. But what are some things that you find that we are often missing when it comes to that that contract that we give to our new clients.

Nicole [00:05:25]:

Yeah. I think I see this a lot with early stage entrepreneurs. The thought of kind of investing with an attorney to have custom drafted contracts is a little scary because it can be a big investment depending on how complex and nuanced your contracts are supposed to be. You know, especially if you're looking into getting, like, the privacy policy set up for your website because you have clients that are opting into things from around the world, data privacy legislation is kind of constantly evolving, and it takes an attorney sitting down and walking through a lot of detailed questions with you in what information you're gathering and what your website's doing, and so the price can add up quickly. So I see a lot of early stage entrepreneurs kind of doing a quick Google search and either just pulling up the first word document that pops up that has a similar title or going to either competitor's website or it's a coach that they follow or a coach that they work with and just kind of copying and pasting their contracts. And there's a lot of issues with that. Right. You know, there's provisions in there that could not apply to you. There's provisions in there that could be harmful to you. You don't you don't know when you kind of do that copy and paste, and the flip side is that that contract has copyright rates attached to it. So the person that owns that contract owns the copyright rights to the contract. So we've got kind of, like, intellectual property issues there. We've got contract law issue there. You know, I I had a client come to me one time with a contract that she had kind of pieced together herself with a Google search and her cousin's friends, he was her sis like, there was, like, 3 levels of where this filtered through. And the governing law provision had a state that she had nothing to do with. She is because she just copied and pasted and didn't didn't realize she was in California, and this other person wasn't Connecticut.

Dani [00:07:16]:

So -- Right. Yeah. -- the dishes there. That is such a interesting position to be into because you know, you kinda feel like, alright. I I'm set up enough. Like, I'll look legit from, you know, my perspective. But if something legal were to hit your business, any capacity,

Nicole [00:07:33]:

it's kind of like a house of cards. Right? It just kind of crumbles. Especially if you don't have the protections in place before the issue occurs, and this is something that I have clients come to me where they've already had an issue with a client or they're facing a decision about, do I move forward with a lawsuit? And if there's not a written contract, there's kind of extra steps because it oral contracts, at least in California, and, you know, every state has their own laws. So that's something that I wanna clarify Every state has their own contract law. There are kind of overarching similarities, but there's nuances in every state. And so if you have an oral agreement, it's probably somewhat enforceable, but it's gonna come down to that key that she said argument about is there a meeting in the minds, and it's piecing together Facebook threads, and recollections from telephone calls, and it just gets very, very messy. nobody wants to be in that position of, okay, you know, I've had to spend $10,000 plus on attorney's fees, and especially if it's a smaller contract. I mean, if it's $5000 of the issue, you may just decide to walk away because it's gonna be more time consuming and cost prohibitive to try and get that money versus actually if you had the written contract, and maybe you can just go through small claims and it's a more streamlined process. Right? So, yeah, there's a lot of nuances that come that come into play, especially if you haven't taken the steps in advance, because you can't put protections in place after the fact. So -- Mhmm. Yes. It can be scary, and, yes, it's an investment, but you will be so happy that it's in place. when an issue arises with a client, because that's the unfortunate side of being a business owner. We always like to be so excited as entrepreneurs. We can our calendar. We're doing what makes us happy and what we love and working with clients that we enjoy, but eventually, there is gonna be an issue that's just being a business, and so being able to address those potential issues ahead of time kinda lets you take a sigh of relief and focus on your zone of genius and When it happens, it happens.

Dani [00:09:35]:

Mhmm. I love this conversation so much because it reminds me of when I started my business, I think I was just a few months in, and I met together Amber she's actually on this podcast before. And we were just talking kinda all about the things that you think about when you're talking about your new business, like, all the, you know, clients and how to reach new clients and services you can provide and all this stuff. And then she's like, okay. But do you have this and this in place? And one was a contract, not just like a random one that's kind of put together by your CRM. But, like, a a contract and also a process that you know, you you collect your invoices and stuff. And she guided me to kind of like, you what we're gonna talk about next, I think, the template. contracts that were designed by by a lawyer. And I always think back in that conversation, and I just so appreciate it. Because I think that in the midst of just trying to get something started, I would have completely skipped over these parts. And later been like, oh my gosh. What what have I been doing? So I just love that we're having this conversation now here too. But, yeah, you do your online business, and I kinda alluded to the fact that there's like that, you know, you talked about this the step up if you're not ready for a drafted contract. Tell us more about that, like, How does that work for all the different industries that these could be for?

Nicole [00:10:53]:

Yeah. So I have really niched down, and my focus is as I said, the online service providers and digital product creators. And so the templates that are in my legal shop at nicolsteryoden.com are literally like templates from contracts that I have custom drafted for clients that are amortized with kind of general information about how to customize them for your business. So I focused on, you know, terms and conditions, for your website, terms of use for your digital products or your membership, client agreements if you're a coach, client agreements if you're a virtual or a website designer or a graphic designer. And so they are industry specific, and that's how they're listed in the legal shop on the website. Because for me, that that's my client base. So it is one of those things where if you are social media manager. You can go by either just like the client agreement by itself or I've also created bundles where it's kind of like a business in a box type situation where you get the privacy policy and the terms and conditions for your website, you get a testimonial release, Fun fact, if you are gathering testimonials from clients and you're using them in advertising or marketing, you actually need their permission to do that. that is their intellectual property that they're sharing with you, and so you using it in a commercial manner to show kind of those glowing words of praise you do need them to give you permission to do that. So that's what that testimonial release does. It's got the client agreement. It's got a nondisclosure agreement. If you're going to be exploring collaborations or bringing somebody on as an independent contractor and potentially sharing some proprietary information along the way. You wanna make sure that they're you know, keeping that confidential and not sharing it with your competitors -- Right. -- you know, or or running with it and creating a competing business essentially. and an independent contractor agreement. And, you know, that's a whole other issue, independent contractors versus employees, but I do find that the customers that rely on the legal templates in the shop are not at the stage where they're interested in hiring employees yet. They do tend to bring in contractors who have other clientele that are in the industry, so the independent contractor agreement is kind of a backstop if that contractor doesn't have their own contract, which they really should fun fact. Yeah. They really should have their own contracts. Yeah. But so so it's kind of a a way for small business owners in the online space to make sure that they have something in writing because I'm a firm believer of every relationship in your business should have a written contract. period, end of story. And you get the peace of mind in knowing that it's drafted by an attorney. They're the templates, you know, that I base my contracts with my my clients when I go in and do a much more deep dive customized type draft, but it's not just something that you pulled off of Google, and you don't know if it's gonna apply.

Dani [00:13:53]:

So -- I yes. It is so true. And I kinda backtrack a little bit. You were talking about the testimonial. Now when I think some people may be thinking, oh, you know, in the email, they said it was okay to use. Would you say it must take it next level and get an actual like, paper they signed? Like, what do you what would you say about that?

Nicole [00:14:13]:

Yeah. So, I mean, bare bones if they've sent you an email that says, like, I agree you can use my test on your website or whatever, that's that's still a written piece of evidence that you can use to show that they've given you permission. But as an attorney, I like to be as protective and comprehensive as possible, so making sure that they're agreeing that there's not gonna be any compensation for that testimonial. Like, you don't wanna be using that on your website, and then a couple of months later, get an email from a passcode on your customer saying, well, you're using my words, and so you owe me you know, whatever it is they ask for. Right. That it's a testimonial. It's kind of their true accurate depiction of what happens. You know? You don't want them to turn around and make allegations that you, you know, are fudging what they said. And to that tune, it also gives you the permission to be able to tweak things. I mean, maybe somebody misspelled something or you wanna truncate it or, you know, add it into another paragraph from something. you wanna have the flexibility to do that, and so it's just all these kind of nuances that I've seen from the attorney side of things where things go wrong. where I think it's better to ask for the broader permission up front before you start sharing it. So bare bones, yes, get at least get their permission in an email if that's all you can do. But my testimonial release right now, I think, is $47 in the legal shops. It's kinda one of those. Just get the release and have your client sign. Really?

Dani [00:15:37]:

Right. No. It it's just it's it's a no brainer really. Just grab it, use it, keep it filed. You're gonna be gold. So what would be anything else that you're just kinda, like, Okay. You know, let's be aware of of this. Like, some people would be listening in and be thinking, okay. We have episode on contract but, like, it is so important. And I feel like you you're bringing so many amazing points here. Is there just anything else that you just kinda feel like Let's just know this one thing.

Nicole [00:16:05]:

Yeah. I think something that I've been seeing recently, pay attention to how you're signing your contract. So having a written contract is great, but let's say you have a service provider that sends you a contract that you review and you sign and you just don't even think about it, If you're signing that contract personally and not on behalf of your business, you're essentially saying that you're the one that's liable for the business. If you have gone through the process of setting up an LLC or incorporating, the purpose of that is to essentially create a separate entity. that is liable, that protects you as an individual for the what the business is doing. So if you have an LLC corporation and you're signing personally, you've essentially just disregarded that limited liability protection that you've worked so hard to set up. So make sure when you sign a contract, if it's for your business, you're signing on behalf of the business and not individually. Okay. Alright. Mind blown. So

Dani [00:17:05]:

so you're so for I'm Danielle Hamilton LLC. would you just sign Daniel Hill LLC,

Nicole [00:17:11]:

or would you add the on behalf of -- So, typically, you would sign your name, and then you would kind of say your position in the business. So with an LLC, you're a member. If it's a multi member LLC, then it would be, like, managing member or whatever whatever position you hold. on behalf of and then your LLC name. If you're a corporation, then you'd sign your name, you know, CEO, what whatever position it is that you've established in your documents that you hold. just making it very, very clear that it's the business that's liable for the contract. Same thing. Read the recitals at the top of the contract where it kind of says, this person and this person are entering into this contract, you wanna make sure it says the business name and the business name. unless they're a sole prop, which, in that case, you're you know, you are your business.

Dani [00:17:56]:

Oh my goodness. This is so interesting. Yeah. So it's not just Danielle Hamma. It'd be Danielle LLC. That that would be the business name. Okay. I feel like there's no new people panicking and thinking, how many contracts have I signed wrong?

Nicole [00:18:10]:

And that's why I I've had a few of them come across my desk in the in the past month. So that's why I'm like, oh, okay. This is something that I have speak about more frequently because -- Yeah. -- people just sign. I think people get very intimidated by the legalese, and so there's 2 camps. There's either the people that freeze and just won't sign anything because they don't wanna deal with it. Or the people that just sign and don't read, I'm obviously one of those nerds that likes to read through all small print and everything, and I'm intrigued by some of the stuff that we're waving and agreeing to in some of these contracts, especially, like, with social media platforms. But, yeah, you definitely don't wanna be one of those people that just signs and doesn't.

Dani [00:18:47]:

Right. And it sounds interesting. Like, we're not like, you've not even just signing it. Like, you could read it, and you could sign it. But, like, how you sign it is important too because it sounds like when that contract comes across your desk, you're just kinda like, alright. you're personally liable at this point. It's not just your business. And so your business can't protect you, the LLC that you set up. Okay. I I think that, yeah, we could just be done now. Alright, everyone. Take notes. Okay. So if someone wants to work with you, like, what do you have going on this summer? So this is, like, a little summer episode. So what what do you have going on right now? Yeah. So I'm really excited. I'm actually having a dot your i's and cross your t's summer sale. So between June 15th August 15th when you go to the legal nocultriodin.com.

Nicole [00:19:36]:

Automatically, when you check out, you're aiming at 20% off your purchase. So no coupon codes, nothing. You just add to cart, and you'll see that just kind of applied. I know a lot of people tend to kind of slow down during the summertime with vacation and things, and then they're, like, ready to go come August, September when the kids are back in school. And so the motivation for this is really just to make sure everybody's dotting their i's and crossing their t's this summer to make sure that when that kind of fall rush starts, they're set up for success having those legal legal contracts in place for themselves in their business.

Dani [00:20:06]:

Oh, that is perfect. Okay. So this is perfect timing. They could just go right in the show notes and then fill up the cart, and it's just automatically going to be the reduced price. And I love the idea of just using the summertime to get, like, ready for the rush that is to come because fall feels like the new year. I know January is, but I just feel like fall is.

Nicole [00:20:26]:

And just a whole new season starts. So -- Yep. Especially if you have kids.

Dani [00:20:30]:

Yes. Yes. Especially. So one question I just love to kind of wrap things up is what is inspiring you right now?

Nicole [00:20:41]:

Yeah. So I a couple weeks ago, went to an event, a conference in Tampa, Florida, and I saw a speaker who had talked about immunology and I've kind of always been one of those people that loves to watch the sunset and rise and look at the stars and the moon, and it was kind of always something I enjoyed. But I sat through a talk about immunology and kind of the phases of the moons and how it plays with business and personal. And so I'm reading that book right now, and I'm super, super intrigued, and so it's something that I'm gonna be incorporating into my business and kind of following the seasons. So it it's been an interesting kind of metaphysical type,

Dani [00:21:18]:

something to add to to the business. So -- Yeah. Yeah. I could spend the summer just kinda, like, revamping how the the the seasons of things. We actually talked about this in one of the recent episodes of how, like, I had this epiphany of, you know, summers its own pace, falls its own pace. And, like, let's let's try to, like, match what goes on in your business at the time. So kind of it's like a similar thing, connected to immunology.

Nicole [00:21:46]:

Yeah. I was we were learning about the new moon. And, like, when the moon is hidden and you don't see it, and that's kind of the time to do a lot of the manifesting and the the thought work in your business. And I hope that was really interesting because I feel like as human, like, we do feel that energy shift, and it's something that, you know, to be able to tie it to kinda those seasons, I think, is is really neat. So I'm interested to see kinda how it plays out the rest of the year. It's just something I thought fun and different to be able to add the kind of I'm a big proponent of, like, bringing joy into your business. and finding something that kind of makes you happy and makes you explore and makes you play and be curious. And I think that just makes you a better business owner and so much more well rounded.

Dani [00:22:23]:

Yes. Yes. Me too. It's kinda when you get to that point of, like, okay. Everything feels a little ho is time to like, something has to shift. Exactly. So where do you hang out online the most? Like, where could people connect with you?

Nicole [00:22:37]:

Yeah. So I'm Nicholstery Oden Law on Instagram, Facebook, and LinkedIn, and I tend to be on instagram more. Same thing for the online business, legal templates, and more on pretty much every social media sites, and I tend to be on Instagram more Although I'm transitioning back to Facebook a lot more recently.

Dani [00:23:01]:

So -- Yeah. It says I hear about Facebook is getting a little and, like, the connection aspect of it. And I do find that I hang out on Instagram a little bit more just naturally. I don't know what it is about it, and it's just yeah. just kinda fun over there. So -- Well and that was a platform that I started

Nicole [00:23:18]:

both businesses on when I ventured into social media. So it kinda that's, like, my default. But, yeah, I'm trying to kind of keep up with the time. So I've expanded into TikTok for the online business, and that's been an adventure.

Dani [00:23:29]:

So yeah. Oh, fun. That is fun. Well, thank you so much for coming on. I am just excited for all the people that are going to be connecting with your templish office somewhere and two things organized. If anyone's panicking, it's gonna be okay. And just thank you. I think you've just given so much value today. So thank you. This is such a great conversation. Thanks for having me on.