Law Blog

Do I Need to Register My Out-of-State Corporation?

Do I Need to Register My Out-of-State Corporation?

Business Formation, Corporations, Entity Formation, Foreign Corporation
If you're an Arizona-based startup that is actually incorporated in another State (for example, Delaware), do you have to register your foreign corporation in order to transact business here in Arizona? This question is more common than you might think in my Phoenix technology startup law practice. Earlier this month, I met with a cloud middleware outfit that had originally formed as a corporation in a state back east. Their U.S., Canada, and Mexico operations had been relocated here to the metro Phoenix area for several months. During our meeting, I asked the client's officer if they had registered to transact business here in Arizona. After a puzzled look amongst themselves, they admitted to me that they hadn't. Like I said before, this occurs more often than I like to…
Read More
Is Customized Software a ‘Work Made for Hire’?

Is Customized Software a ‘Work Made for Hire’?

Contracts, Copyright, Employment Agreements, Independent Contractor
Your company just hired someone to help develop your new mobile app. Your agreement with this programmer or engineer specifically states that anything she creates for your business is a "work made for hire". Your business is good, right? No way that the new hire can ever lay claim to the deliverables, correct? In my Phoenix startup and technology law practice, I get this question a lot as it pertains to software and app development.   Unfortunately, the term "work made for hire" (or, more colloquially, "work for hire") is a term as misunderstood by companies as it is misused. The "Work Made for Hire" Doctrine Explained Generally speaking, a work that is copyrightable is the sole property of the person who created it (and assuming the author has not transferred…
Read More
Does California’s New Data Privacy Law Apply to My Business?

Does California’s New Data Privacy Law Apply to My Business?

Data Protection, E-Commerce, Privacy
Starting January 1, 2020, the California Consumer Privacy Act (CCPA), far and away the broadest consumer data privacy law passed by any State to date, goes into effect.   What is the CCPA? CCPA grants California "consumers" extensive rights as to how their personal information is collected, stored, and used, as well as gives them a private cause of action against businesses who violate its requirements.   For businesses (including those not even located in California) that collect or process the personal information of California consumers, CCPA includes very specific disclosure requirements for those consumers, as well as stiff statutory penalties for failure to comply.   As with the implementation of the EU's General Data Protection Regulation (GDPR) last year, CCPA is causing much hand-wringing among owners and management of…
Read More
Is an Electronic Signature  Legally Enforceable?

Is an Electronic Signature Legally Enforceable?

Contracts, E-Commerce
It's no surprise that digital contracts and other records are becoming the norm in not only consumer-facing transactions, but especially in ones between businesses. In this post, we look at the question to what degree is an electronic or digital signature on such documents actually enforceable? Per usual, let me run through the caveats: I am only licensed to practice law in Arizona.  This article only addresses Arizona law.  If you're an e-commerce or other business utilizing digital agreements and signatures in another state or states other than Arizona, I strongly encourage you to consult the laws of those states or a lawyer licensed in those jurisdictions.  The Arizona Electronic Transactions Act In my Phoenix startup technology law practice, I have definitely noticed more and more clients who have chosen…
Read More
Is My Idea Still Secret if I Tell My Lawyer?

Is My Idea Still Secret if I Tell My Lawyer?

Client Consultation, Confidentiality, Start-Up
It's Not a Secret If More Than One Person Knows It--Or Is It? Every so often, I'll have someone reach out to me on our contact form or by phone and be vague about their legal situation or what they are looking for help with. Many startup owners don't actually know what legal help they need, so this lack of detail can be understandable. However, sometimes it is out of a concern that another person (i.e., basically a complete stranger over whom they have no real control) will have knowledge of their new business, invention, or idea. Duty of Confidentiality First off, it's important to understand that actual attorneys who are licensed with a state Bar almost always owe clients what is known as a duty of confidentiality. This duty…
Read More