I have an opportunity to take on my first ever contract as a consultant, building software for an existing small SaaS company. What type of law or lawyer should I google for in order to have them review the legal documents I'm being asked to sign around non-disclosure and etc to make sure I'm not signing anything which could hurt my own IP in the future? This is all in California by the way.
Ask HN: What type of lawyer can review consultant agreements?
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Re: Ask HN: What type of lawyer can review consultant agreements?
#2Keywords: Contracts/Licensing/IP lawyer, California. Google it.
Re: Ask HN: What type of lawyer can review consultant agreements?
#3As a solo consultant it will make sense for you to learn how to do this yourself, at least for small to mid-sized clients. There are a lot of hidden semantics and terms of art in contracts that you will need a lawyer to teach you, because the legal meaning literally cannot be devined in a plain reading. So I would advise overspending the first time to get a few hours of conversation and Q&A, and think of it as amortized later.
Re: Ask HN: What type of lawyer can review consultant agreements?
#4My favorite way to handle these types of situations is to contact any lawyer you trust and ask them to recommend someone. They will not only know the correct discipline for your particular scenario, but being in the industry, they’re a better judge of quality than just picking someone randomly out of a search engine.
The first time I needed a lawyer to review business paperwork, I called a local personal injury lawyer who I knew had a good reputation, and they gave me a reference to someone who barely had any marketing presence at all, but was an excellent lawyer. 10/10 would do again.
Re: Ask HN: What type of lawyer can review consultant agreements?
#5IME, it seems that most of the lawyers with experience in this area primarily work for the companies that hire consultants, rather than consultants themselves. And their skillset is focused on drafting contract language that favors the customer rather than the vendor.
That's not to say that they couldn't apply that same skillset to drafting contracts that protect the interests of the consultant. It's just an observation.
Re: Ask HN: What type of lawyer can review consultant agreements?
#6I would tend to recommend the Bar Association over Google.
https://www.calbar.ca.gov/Public/Need-Legal-Help/Using-a-Cer...
More generally, the type is just "your lawyer."
Most lawyers mostly handle contracts. You probably don't want a trial lawyer or a criminal lawyer or a tax lawyer and likely won't come across an in-house council.
As an aside, [1] if it comes to the point where the fine legal points of the contract are in contention your business relationship has gone bad (or it was bad from the start (there are clients like that)).
What I mean is that the way NDA's between consultants and contractors are really supposed to work is that the consultant is working on the next project for the client (and the next project after that and so on) because that's how the consultant makes their money.
If you are prioritizing your own "future IP" you're shooting your client relationship in the foot. I mean who wants to work with a difficult consultant?
Your lawyer should tell you what you are in for by signing, but unless the terms are onerous, any kind of heavy NDA back and forth is a reveal of lack of experience. Onerous terms are a reveal of a bad client -- new consultants tend to experience more of them because experienced consultants work to acquire and maintain good clients.
Finally, the terms of the NDA and other aspects of the contract should be reflected in your fee. Your business is to charge for the value the client expects. That value may often include saving the client money. But it does not include saving the client money on your fee.
Good luck.
[1]: well that got longer than I expected.
Re: Ask HN: What type of lawyer can review consultant agreements?
#7A contract lawyer. Call the California State Bar and ask for a referral, they'll give you a list of lawyers in your area that handle this sort of thing. Call at least three of them to inquire about their rates. If your business grows you'll need more legal services in future, so be choosy.
Re: Ask HN: What type of lawyer can review consultant agreements?
#8My favorite way to handle these types of situations is to contact any lawyer you trust and ask them to recommend someone. They will not only know the correct discipline for your particular scenario, but being in the industry, they’re a better judge of quality than just picking someone randomly out of a search engine. The first time I needed a lawyer to review business paperwork, I called a local personal injury lawye…
Totally agreed here, although it's a bit scary that this is the state of the art solution.
Re: Ask HN: What type of lawyer can review consultant agreements?
#9My favorite way to handle these types of situations is to contact any lawyer you trust and ask them to recommend someone. They will not only know the correct discipline for your particular scenario, but being in the industry, they’re a better judge of quality than just picking someone randomly out of a search engine. The first time I needed a lawyer to review business paperwork, I called a local personal injury lawye…
Seems like a personal web of trust, but what happens when I don't know any lawyers at all?
Full story: I am close to a contract dispute with my landlady (she refuses to keep the heat at the legal minimum level because it would be too expensive for her, and threatened to evict us when I mentioned the law) and anticipate needing legal help soon.
Re: Ask HN: What type of lawyer can review consultant agreements?
#10My favorite way to handle these types of situations is to contact any lawyer you trust and ask them to recommend someone. They will not only know the correct discipline for your particular scenario, but being in the industry, they’re a better judge of quality than just picking someone randomly out of a search engine. The first time I needed a lawyer to review business paperwork, I called a local personal injury lawye…
Seems like a personal web of trust, but what happens when I don't know any lawyers at all? Full story: I am close to a contract dispute with my landlady (she refuses to keep the heat at the legal minimum level because it would be too expensive for her, and threatened to evict us when I mentioned the law) and anticipate needing legal help soon.
Not sure what country you're in.. but in the US, most medium sized cities have "legal aid clinics" who can either help you directly or refer you to a local attorney specializing in your matter. The state bar association can do the same but they're more of a generic directory than a referral.