Ten (10) Ways Fractional General Counsel Can Help Your Nonprofit with Contracts and Intellectual Property
In this blog, I spell out Ten (10) Ways Fractional General Counsel (FGC) Can Help Your Nonprofit with Contracts and Intellectual Property:
- Review and determine your nonprofit’s contracting procedures and how they differ throughout the nonprofit. – Your fractional general counsel will determine how your nonprofit’s contracts are created, reviewed and signed. FGC will determine who is responsible for overseeing compliance with contractual rights and duties in the nonprofit, department by department by department.
- Keep track of contractual deadlines, renewal dates, expirations and milestones toward completion.
- Determine whether there are particular contracts that the nonprofit would like assistance with negotiating/renegotiating, drafting, reviewing or understanding with vendors, funders, partners and others.
- If necessary, provide contract law presentations to non-legal staff members to help them become more conversant with the many and sometimes surprising forms contracts can take. – Your FGC can educate non-legal staff members about contractor work orders, donor pledge forms, enrollment forms, insurance policies, banking and credit applications forms, intellectual property licenses, venue rental agreements and click-through software licenses (to name a few).
- Determine how legal review of contracts is sought and provided and create a system for the nonprofit to follow. – Your FGC can determine if there is a notification system to initiate review or a new contract, and if not, create a system or improve the existing system. FGC can train non-legal staff on administering form contracts. Your FGC can determine whether all signed contracts, invoices and payments are coordinated with the nonprofit’s Finance department and subject to its internal control system. FGC can determine whether contract matters such as legal notices, breaches, opportunities to cure, amendments, renewals, and terminations are handled appropriately.
- Determine who in the nonprofit are authorized signatories, determine how well these are understood and assist with appropriate enforcement withing the nonprofit. - Your FGC will determine who is responsible for enforcing and updating signing authorizations; will determine if there are gaps between apparent authority and actual authority to bind the nonprofit. If necessary, provide training to non-legal staff about authorization to bind the nonprofit and dangers of apparent authority.
- Determine what steps are taken to ensure that copyrightable works created by employees in the course of their jobs belong to the nonprofit. – Your FGC will review employment contracts, offer letters, employee handbooks, policies and procedures under the work-for-hire doctrine.
- Working with staff, determine if the nonprofit currently owns its own trademarks or needs to register new trademarks.
- Provide counsel and technical assistance regarding the nonprofit’s licensing of its copyrighted works or trademarks.
- Ascertain the nonprofit’s means of monitoring, investigating and handling unauthorized uses of its copyrighted works or trademarks.- Your FGC can coordinate with outside counsel if legal means are required to protect the nonprofit’s copyrighted works or marks.