Disclaimer Reference

Sample Online

Copyright and Trademark

Protection Notice

Copyright © 20__ by [ABC, INC.]. All the text, graphics, audio, design, software, and other works are the copyrighted works of [ABC, INC.] All Rights Reserved. Any redistribution or reproduction of any materials herein is strictly prohibited.

The following are the protected Trademarks of [ABC, INC.] All Rights Reserved

            [Trademark]

            [Trademark]

Online Contract

The following is the terms of the agreement between [Name of Company] ("Company") and the buyer ("Buyer") of goods or services through the Company's Web site (the "Site"). If you do not agree to these terms, you will not be able to purchase anything, so please review these terms carefully:

1.                  Introduction. Buyer agrees to the terms and conditions outlined in this Online Contract ("Contract") with respect to the goods, services and information provided by or through the Site. This Contract constitutes the entire and only agreement between the Company and Buyer, and supersedes any and all prior or contemporaneous agreements, representations, warranties, and understandings with respect to the goods, services and information provided by or through the Site, and the subject matter of this Contract. Buyer agrees to review this Contract prior to purchasing anything and purchase of a good or service shall be deemed acceptance of this Contract.

2.                  Setup and Payment. Buyer represents and warrants that (i) the credit card information supplied is true, correct and complete and (ii) charges incurred by the Buyer will be honored by the Buyer's credit card company and (iii) Buyer shall pay charges incurred by Buyer at the amounts in effect at the time incurred, including all applicable taxes. Buyer shall be responsible for all charges incurred through use of Buyer's password. Buyer agrees to keep his or her password confidential and to notify Company within 24 hours of any breach of this Contract or unauthorized use of the password. Company does not protect Buyer from unauthorized use of Buyer's password.

3.                  Copyright. The content, organization, gathering, compilation, magnetic translation, digital conversion and other matters related to the Site are protected under applicable copyrights, trademarks, and other proprietary (including but not limited to intellectual property) rights, and, the copying, redistribution, use or publication by a Buyer of any such content or any part of the Site is prohibited.

4.                  Editing, Deleting, and Modification. Company reserves the right in its sole discretion to edit or delete any information or content appearing on the Site and to remove any goods and services for sale. Upon notice published over the Service, Company may modify this Contract, or prices, and may discontinue or revise any or all aspects of the Site in its sole discretion and without prior notice. Modification of this Contract will be deemed effective upon publication on the Site with respect to transactions occurring after said date.

5.                  Right to Refuse. Company reserves the right in its sole discretion to refuse service at any time. Sale of any goods or services is subject to availability.

6.                  Indemnification. Buyer agrees to indemnify, defend and hold Company and its affiliates, licensors and suppliers harmless from any liability, loss, claim and expense, including reasonable attorney's fees, related to a Buyer's violation of this Contract or use of the Site.

7.                  Non-Transferable. Buyer's right to use the Service is not transferable and is subject to any limits established by Company or by Buyer's credit card company.

8.                  Disclaimer. THE SERVICE, CONTENT, GOODS AND SERVICES FROM OR THROUGH THE SERVICE ARE PROVIDED "AS-IS," "AS AVAILABLE," AND ALL WARRANTIES, EXPRESS OR IMPLIED, ARE DISCLAIMED (INCLUDING BUT NOT LIMITED TO THE DISCLAIMER OF ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE). THE SOLE AND ENTIRE MAXIMUM LIABILITY OF COMPANY, FOR ANY REASON, AND BUYER'S SOLE AND EXCLUSIVE REMEDY FOR ANY CAUSE WHATSOEVER, SHALL BE LIMITED TO THE AMOUNT PAID BY THE CUSTOMER FOR THE PARTICULAR ITEMS PURCHASED. COMPANY AND ANY OF ITS AFFILIATES, DEALERS OR SUPPLIERS ARE NOT LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES (INCLUDING DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS, LITIGATION, OR THE LIKE), WHETHER BASED ON BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN COMPANY AND BUYER. THIS SITE AND GOODS AND SERVICES WOULD NOT BE PROVIDED WITHOUT SUCH LIMITATIONS. SOME STATE STATUTES MAY APPLY REGARDING LIMITATION OF LIABILITY.

9.                  Refund Policy. If a product purchased is defective or not to Buyer's satisfaction, Buyer can return the product in its original condition within 21 days of receipt, to the following address: ___________________________________________. In such event, Company shall provide Buyer a credit for other purchases from the Site (less shipping and handling charges incurred). This Section 9 sets forth Buyer's sole and exclusive right to refund.

10.              Use of Information. Company reserves the right, and Buyer authorizes Company, to the use and assignment of all information regarding Buyer's use of the Site and all information provided by Buyer, subject to applicable law.

11.              Miscellaneous. This Contract shall be treated as though it were executed and performed in ____________, ______________, and shall be governed by and construed in accordance with the laws of the United States of America and of the State of ________________ (without regard to conflict of law principles). Any cause of action of Buyer with respect to the Site must be instituted within six (6) months after any purchase or be forever waived and barred. All actions shall be subject to the limitations set forth in Section 8. The language in this Contract shall be interpreted as to its fair meaning and not strictly for or against any party. All legal proceedings arising out of or in connection with this Contract shall be brought solely in ____________, ______________, and Buyer expressly submits to the jurisdiction of said courts and Buyer consents to extra-territorial service of process. Should any part of this Contract be held invalid or unenforceable, that portion shall be construed consistent with applicable law as nearly as possible to reflect the original intentions of the parties and the remaining portions shall remain in full force and effect. To the extent that anything in or associated with the Site or the Company is in conflict or inconsistent with this Contract, this Contract shall take precedence. Failure of Company to enforce any provision of this Contract shall not be deemed a waiver of such provision nor of the right to enforce such provision.

If you don't click on "I Agree", then you will not be able to purchase any goods or services.

Small Business

Legal Audit Checklist

1.                  Contracts

¨ yes   ¨ no   Are all of the company's important agreements in writing?

¨ yes   ¨ no   Are there good form contracts in place?

¨ yes   ¨ no   Do the contracts provide for disputes to be resolved in courts in the city where the company's principal office is located?

¨ yes   ¨ no   Is there an attorney's fees clause in each contract?

¨ yes   ¨ no   Does the contract say that amendments to the contract may only be made in writing?

¨ yes   ¨ no   Are there provisions in the company's standard form contracts regarding limiting the company's liability?

¨ yes   ¨ no   Is the company complying with the terms of its contracts and leases?

2.                  Corporate Minute Book

¨ yes   ¨ no   Do the Articles of Incorporation provide for sufficient authorized number of shares?

¨ yes   ¨ no   Is a copy of the Articles in the Minute Book?

¨ yes   ¨ no   Is a copy of the Bylaws in the Minute Book?

¨ yes   ¨ no   Are there minutes for all meetings of shareholders?

¨ yes   ¨ no   Are there minutes for all meetings of directors?

¨ yes   ¨ no   Are there minutes of annual shareholder meetings?

¨ yes   ¨ no   Are all written consents of shareholders and directors included?

3.                  Stock Matters

¨ yes   ¨ no   Has the company received the consideration for each sale of stock?

¨ yes   ¨ no   Is the Stock Ledger current?

¨ yes   ¨ no   Were all sales of stock made in compliance with applicable securities laws?

¨ yes   ¨ no   Did the Board of Directors properly authorize the sale of all stock?

¨ yes   ¨ no   If necessary, did the shareholders properly authorize the sale of stock?

¨ yes   ¨ no   Did the company receive the consideration for the issued stock?

¨ yes   ¨ no   Were stock certificates issued?

¨ yes   ¨ no   Did the stock certificates have appropriate legends?

4.                  Government Filings

¨ yes   ¨ no   Has the company obtained its Federal Employer ID number?

¨ yes   ¨ no   Has the company obtained its State Employer ID number?

¨ yes   ¨ no   Have any required local and state licenses and permits been obtained?

¨ yes   ¨ no   Has the company qualified to do business in all states it is required to?

¨ yes   ¨ no   Have all annual information statements been filed with the Secretary of State? (varies from state to state)

5.                  Intellectual Property Protection

¨ yes   ¨ no   Have trademark registrations been obtained for company products and services?

¨ yes   ¨ no   Is the "TM" or "SM" or "®" notice displayed properly on all company literature?

¨ yes   ¨ no   Is a proper copyright notice put on all company copyrightable materials?

¨ yes   ¨ no   Have patents been applied for company-owned inventions and discoveries?

¨ yes   ¨ no   Is a trade secret protection program appropriate?

¨ yes   ¨ no   Have employees signed appropriate Confidentiality and Invention Assignment Agreement?

¨ yes   ¨ no   Have consultants and independent contractors signed appropriate Confidentiality and Invention Assignment Agreements?

¨ yes   ¨ no   Is the company infringing the intellectual property rights of others?

¨ yes   ¨ no   Is there a program in place to determine if others are violating the company's intellectual property rights?

¨ yes   ¨ no   Are all needed licenses obtained?

¨ yes   ¨ no   Is the company complying with all license agreements to which it is a licensee?

6.                  Employment

¨ yes   ¨ no   Does the Company have an "at will" employment policy in place?

¨ yes   ¨ no   Do interviewers of prospective employees know what they can and can't ask?

¨ yes   ¨ no   Is there a Non-Discrimination Policy in place?

¨ yes   ¨ no   Is each prospective employee required to fill out a good form of Employment Application?

¨ yes   ¨ no   Are employees treated fairly and evenly?

¨ yes   ¨ no   Is there a Sexual Harassment Policy in place?

¨ yes   ¨ no   Are job offer letters to new employees carefully drafted?

¨ yes   ¨ no   Does the company have all needed forms from employees (W-2, I-9, etc.)?

7.                  Recordkeeping

¨ yes   ¨ no   Is the company keeping good records of its income and expenses?

¨ yes   ¨ no   Is the company keeping track of all of its contracts?

¨ yes   ¨ no   Is the company keeping track of all employee records?

¨ yes   ¨ no   Is the company keeping track of all tax filings required?

8.                  Laws. Has the company determined the applicability of the following laws to its business?

¨ yes   ¨ no   Environmental laws

¨ yes   ¨ no   Worker Safety laws

¨ yes   ¨ no   Securities laws

¨ yes   ¨ no   Consumer protection laws

¨ yes   ¨ no   Advertising laws

¨ yes   ¨ no   Employment laws

¨ yes   ¨ no   ERISA

¨ yes   ¨ no   Product liability laws

¨ yes   ¨ no   Corporate laws

¨ yes   ¨ no   Tax laws

¨ yes   ¨ no   Commercial and Real Property laws

Chart of Federal Businesses

Tax Filings

Table 15-1
If You Are:	You may Be Liable For:	Use IRS Form:
Sole proprietor	Income tax	1040 and Schedule C[1] or C-EZ (Schedule F for farm business1)
	Self-employment tax	1040 and Schedule SE
	Estimated tax	1040-ES
	Employment taxes: ·         Social security and Medicare taxes and income tax withholding ·         Federal unemployment (FUTA) tax ·         Depositing employment taxes	943 for farm employees 941 for all others 940 or 940-EZ 8109[2]
	Excise taxes	Varies3
Partnership	Annual return of income	1065
	Employment taxes	Same as sole proprietor
	Excise taxes	Varies[3]
Partner in a partnership (individual)	Income tax	1040 and Schedule E[4]
	Self-employment tax	1040 and Schedule SE
	Estimated tax	1040-ES
Corporation or S corporation	Income tax	1120 or 1120-A (corporation) 1120S (S corporation)
	Estimated tax	1120-W (corporation only) and 81092
	Employment taxes	Same as sole proprietor
	Excise taxes	Varies3
S corporation shareholder	Income tax	1040 and Schedule E4
	Estimated tax	1040-ES