Nasty blogging is the wave of the future! Unfortunately, anyone can write almost anything online and not even acknowledge who they are. Therefore, you can get slammed and once any kind of slander hits the Web, it’s floating around in cyber space for life. The question is: Can you do anything about it?

According to The National Law Journal’s Joel Cohen & Katherine A. Helm, “47 U.S.C. 230(c) confers broad protection for both the blocking and screening of offensive material. As interpreted, it basically gives blanket immunity to blog owners for most speech by third parties, whether prescreened, automatically posted or later removed.

“The “Zeran rule” is that the blog author/owner cannot, except in very limited circumstances, be held liable if an anonymous commentator posts the harmful information. This holds true whether the owner is an individual running a blog in his basement, or the New York Times Co. outfitting its online edition with blogs or article comments.”

Therefore, while an actual blogger can be held responsible, the publication is liable-free. The blogger’s bashing may be ordered to get taken down, but let’s keep it real…once material online has been out there for a while, it can pop up like magic, regardless of the material’s removal.

Basically, the law hasn’t caught up to the web regarding slander, yet. The only real defense is to take the “cyber law” into your own hands. What does that mean exactly? Slander back…or threaten a retaliation. Words can be brutal and when it comes to the worldwide Web, no one should throw stones from glass houses.

Popularity: 4% [?]

Most business professionals understand that when they step over the threshold at work each and every day, they are entering a professional environment where professional decorum is expected. For some reason, however, the same business professionals forget this little tidbit when they click over to their email. While there is no way to accurately quantify the number of clients that have been lost over the years due to inappropriate emails, the number is thought to be at least seven figures. Today, email clients have everything from grammar and spell checkers to loadable templates and much more. There is literally no excuse for any business professional to send out an unprofessional sounding email. Let’s take a look at some other common mistakes people make with their email each and every day.

Keep personal and business email separate

The average person today has several different email accounts. You have the ones that come with your Internet service provider, you may have a free web based one and you have a work one. It is essential that you keep the two separate, that way you don’t have to switch back and forth from writing casual emails to a family member to writing formal ones to your boss or to a client. If you can manage it, try to not answer any personal email at all at work so that there is never any kind of confusion or lapse in judgment.

Watch mass mailings

Recently, a high ranking official with an NFL team accidently sent a pornographic email to representatives from all the other teams and to the NFL front office by simply clicking one button incorrectly. We all receive mass emails from friends and maybe even from clients on a daily basis. Some are fun and cute while others are more serious. If it is at all possible, avoid sending out mass emails since the probability of something going wrong is greatly increased. A mass email also gives the impression that each person on the email list doesn’t deserve one-on-one attention, which can be alienating. It might take a little extra time, but there is a good chance this personal touch will be noticed and appreciated.

Eliminate email speak

As most of us have Blackberries on our hips and multiple cell phones at the ready, we have taken to the language of texting and emailing like a fish takes to water. While using “:p” and “;)” might work for talking to your child, it probably shouldn’t be used when talking to a potential client. It can be harder to break this habit than you think. This type of shorthand has become intricately ingrained in many people under the age of 35 who have been using the Internet since they were in high school. As more and more tech savvy graduates enter into the world of business, this problem is likely only going to get worse. Break the habit now or you will likely find yourself receiving a quite a lecture from your boss that will leave you.

Click on one of these links to check out sample legal documents drafted by Amlaw 200 Law Firms for Fortune 500 Companies.

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By now, you should know that copying and distributing any copyrighted material is illegal and is called piracy. You should also know that having any of these pirated materials in your possession is also illegal. While there are some differences in the types of piracy, the end of the line is that it is illegal and you could be charged and even face jail time for downloading, burning, copying, selling or owning pirated materials.

Pirated materials are rife throughout the world, but especially in the Far East and Eastern Europe. It is easy to get a hold of these pirated versions of popular (and expensive) software; however, the costs can be many.

Not only may you find yourself with hefty fines for using and owning pirated material, you may also have problems with your computer. Many pirated software packages come complete with viruses that can tear down the foundation of your computer. The cost to repair damages done by some viruses can be incredible - rendering your computer useless in some cases and much data lost.

Internet piracy also affects the base cost of the product. The more that people steal the programs, the higher the cost of the programs in retail - companies are out to make a profit and if the guy down the street sells pirated versions of software, the company has to increase their price.

There are several types of software piracy, and these include:

End-user: a user copies software without the appropriate license. This can be as easy as purchasing one copy of software and using it on multiple computers in a business or home setting.

Pre-installed software: a manufacturer uses one copy of software and uses it on more than one computer that they are selling. Watch out when you purchase a new computer that the software comes with the appropriate license documentation stating that the software you have is licensed properly.

Internet: downloading copies of software through the Internet. If you are downloading material, ensure that the publisher of the software has authorized the distribution. There is quite a bit of “free ware” and “share ware” out there on the net, but be cautious that you aren’t downloading from a third party who does not have the right to offer these downloads.

Counterfeit: Illegal copies of software are made and then distributed in packages that are similar reproductions of the manufacturer packaging.

Online auction: There are several forms of online auction piracy, such as selling software that is labelled NFR (not for resale) or OEM software that is not authorized for sale by a third party.

Remember the rule of thumb: If it seems too good to be true, it probably is. If you have found a “sale” on software that seems too good to be true, chances are its pirated and illegal.

Pirated copies of software, including downloaded movies, music and more, affect everyone. These illegal copies are not “showing the companies” - it’s making everything more expensive at the retail level and copying these discs will become increasingly more difficult, to the point where we may not be able to afford them at all in any way shape or form (and thusly, if pirated, no newer versions will be released).

Click on one of these links to check out sample legal documents drafted by Amlaw 200 Law Firms for Fortune 500 Companies.

Popularity: 3% [?]

Ever since the Internet came of age in the mid 1990s, advertising deals have become extremely common. As we all know, companies advertise on the Internet through the usage of banners and through search engines such as Yahoo and Google in an effort to drive users to their websites. This article will analyze the key provisions usually found in Internet Advertising Agreements and will hopefully provide drafters of these agreements with guidance before they commence the difficult drafting process. For purposes of this article, the company purchasing the advertising shall be referred to as “purchaser” and the seller of the advertising shall be referred to as “advertiser.”

1. Definitions

The first paragraph of an Internet advertising agreement should set forth the definitions of the key terms that the agreement will refer to frequently. Since the agreement will likely use the term “click-through”, this term should be defined, and is usually described as a “user presence on the advertising purchaser’s website that originated through the advertiser’s promotional advertisements or promotions as part of this Agreement.”

2. Term

This paragraph should recite that the agreement will commence upon the effective date and shall last for a specified amount of time.

3. Positioning

This paragraph should clarify how the advertising banners will be positioned on the advertiser’s website. This provision may simply refer to a positioning schedule attached as an exhibit. On the other hand, if the parties decided not to agree on a specific positioning schedule, the agreement might simply recite that the advertiser has sole discretion to control the positioning so long as it uses its reasonable best efforts to position the banners in such a way as to drive traffic to the purchaser’s website. The drafter for the advertiser may also recite that the advertiser shall not be liable for any claims relating to usage statistics.

4. Click-throughs

Before a drafter of an advertising agreement can go to work, she must know whether her client will be paying per banner ad or per click-through. One “click-through” means that a user has clicked on the banner or the link to the purchaser’s website. If the agreement is for a certain amount of click-throughs per month, this provision of the agreement must clearly describe the commitments promised by the advertiser. Let’s say that the advertiser is promising 1,000 click-throughs per month. The agreement could thus read “Advertiser shall deliver no less than 1,000 click-throughs per month, and purchaser shall pay to advertiser the monthly amounts according to the payment schedule set forth in exhibit A.”

This “click-through” provision may also want to address what happens if the advertiser cannot make good on these click-through commitments. For instance, it may recite that “if advertiser misses any monthly target, advertiser shall “make good” the difference within two months. If advertiser does not make good the click-through difference within two months (60 days), purchaser may suspend that portion of its monthly payments that represent the percentage of click-throughs missed by advertiser until advertiser delivers such make goods.”

5. Exclusivity

If the deal points include an exclusivity provision, the agreement must reflect this intention. The agreement should be drafted to recite something to the effect of “no competitor of purchaser shall be permitted to place or purchase from advertiser, banner or promotional advertising as defined in Exhibit B, and advertiser agrees to use reasonable efforts to prevent third parties that are entitled to place ads on advertiser’s site from placing any banner or promotional ads of purchaser’s competitors.”

These are the most important provisions of an Internet Advertising Agreement. Other provisions covering Cancellation and Termination Limitation of Advertiser’s Liability, Indemnification, and Advertiser’s Right to Reject Advertising may also be included. In all, it is critical for the drafter of the agreement to know the deal points backwards and forwards and to carefully draft the agreement accordingly.

Popularity: 10% [?]

Without the license agreement, the digital age may look very different from the one that exists today. License agreements, like those used by software manufacturers to license and protect their products, allow owners of proprietary material to distribute them for public consumption yet also receive royalties in exchange. Without the protections in license agreements, the publication of original thought would be that much harder.

A license agreement is a written agreement in which one party (the licensee) is granted the revocable right to perform an act by another party (the licensor). Without the licensor’s permission to perform this act, the licensee’s performance would be illegal. From operating a restaurant to driving a motorcycle to using a word processing application, the act in question can be nearly anything. Meanwhile, the licensor’s grant, memorialized in the license agreement is represented in a document called the license, which is usually of a finite duration and may be exclusive or non-exclusive.

License agreements are used often in connection with copyrighted material such as artwork, books, music, and videos—content, in other words. While this trend shows signs of shifting toward greater liberalization, owners of copyrighted material generally do not want to give up ownership of their material; yet they also want to distribute their work for public consumption. The answer to this dilemma is to license their creations to the public in exchange for royalties—fees that the public pays to listen to the music or use the artwork. Once the license expires, the right to use the material reverts back to the owner.

In the IT world, license agreements are highly prevalent. The software license agreement, also known as the end-user license agreement (EULA), allows software makers to distribute their wares to the public for a fee. A widespread iteration of the EULA is called the shrink-wrap license, named primarily because of the way the license agreement is displayed on the outside of the software’s packaging. By opening the software package, the consumer agrees to abide by the terms of the license.

A similar EULA is called the click-wrap license, which is displayed to the consumer during installation of the software on a computer. Certain types of these EULAs have created legal problems because they are not visible to the consumer in their entirety prior to purchasing the software. In other words, the consumer must purchase the software to see the complete license agreement—a catch-22 if there ever was one.

Whether EULAs are displayed on the software packaging or are found in the installation phase of the software, they generally hold the end-user to certain basic restrictive covenants. They seek to restrict the consumer from making unauthorized copies or modifications to the software; to load it only on one computer; to limit the manufacturer’s liability, and to disclaim warranties.

License agreements require several important provisions. First, the parties must define the scope of the license to be granted. The scope will cover what is to be granted, for how long, to whom, in what capacity, and so forth. Essential rights and restrictions will be laid out, without which the licensor would likely never agree to license the material. Next, in significance, is the provision dealing with consideration—what will the licensor receive in exchange for licensing its work? After these all-important provisions have been determined, the license agreement should discuss points such as remedies in the event of breach, indemnification for the parties, warranties and representations, if any, disclaimers on liability and boilerplate provisions like governing law, severability and survival.

Popularity: 7% [?]

A letter of intent or “LOI” is a document outlining an agreement between two or more parties before the agreement is finalized. Letter of Intents resemble written contracts, but generally are not binding upon the parties. The purpose of an LOI may be to clarify the key points of a complex transaction for the convenience of the parties, to declare officially that the parties are currently negotiating as in a merger or joint venture proposal, or to provide safeguards in case a deal collapses during negotiation.

Non-binding letters of intent for the purchase of a business or business assets should be drafted carefully and may include most or all of the following elements:

• Total compensation offered including breakdown (size of security deposit, down payment, seller-financed debt, bank debt).
• Warranties of clear and marketable title.
• Detailed list of all liabilities and assets to be purchased.
• Assurances of the validity and assumability of contracts (if applicable).
• Tax liability limitations.
• Operating condition of all equipment and machinery at time of purchase.
• Stipulations allowing buyer to adjust the purchase price in the event that: 1) undisclosed liabilities come due after settlement, and 2) actual inventory purchased does not match amount specified in sale agreement.
• Provisions that the business passes any and all necessary inspections.
• Provisions that final sale is contingent on verification of financial statements, license and lease transfers.
• Provisions that final sale is contingent on obtaining financing for purchase.
• Restrictions on business operations until final settlement.
• Non-competition and advisory clauses (these are sometimes arranged in a separate document).
• Allocation of purchase price.
• Date for settlement (may also include “drop dead” date at which both sides agree to discontinue negotiations).
• Business experts say, however, that most letters of intent are primarily concerned with delineating only the major terms of the transaction. Indeed, a small business owner who ends up negotiating numerous minor details in a letter of intent may as well skip the step entirely and proceed directly to a binding purchase and sale agreement.

Major terms that should be included in a letter of intent, however, are as follows: Total price to be paid, including down payment and installment payments, description of assets or stock to be sold, tax allocation of the price among fixed assets, goodwill, non-compete covenants, and consulting fees, and target dates for contract signing and closing. Of these components, price and payment terms are easily the most important elements of the letter.

Popularity: 4% [?]

Legal research involves finding “authority” that will aid in finding a solution to a legal problem. This can often involve locating the latest information on a particular topic and so it becomes mandatory to refer to some of the latest periodicals and journals on the subject. Law resources are useful for attorneys, educators, business people, law librarians, students and paralegals. How do we choose the right periodical? There are so many categories of periodicals and each comes with a distinct character and level of information. While using online or off line resources from major libraries, one must be aware of the different levels of scholarships that are associated with different categories of periodicals. Online resources must be updated on a daily basis to be relevant. The four basic types of categories of periodicals are,

• Scholarly journals
• Substantive, News/General Interest
• Popular
• Sensational

The word scholarly is mainly concerned with research and academic study, and has the attitude and characteristics of a scholar. It is often accompanied by an abstract or a summary of the article. Thus the scholarly journals

• Are written by scholars
• Have the purpose of reporting original research
• Always cite sources
• Always list the author’s credentials
• Have a serious look with very few flashy pictures
• Uses a disciplinary style of language

While substantive periodicals are publications meant for an educated audience they contain illustrations and photographs and are made to look attractive with the objective to provide information in a general manner. Information got from a popular magazine is never original but always second or third hand and will never cite the source. Sensational publications assume certain gullibility in their audience and often use inflammatory language and cannot be depended upon for facts.

While doing legal research it would be best to get a reference book that describes and evaluates all the periodicals in a library. There are international law directories that have indexed resources from scholarly articles, symposia, jurisdictional surveys, court decisions, legislation, books and book reviews.

About the Author

The author of this article is John Kessel of Managed Outsource Solutions , a US based company that offers services in Legal Outsourcing and Legal Transcription for clients across the US.

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The concept of digital ecosystems enabled by information technology (IT) is all the rage these days. Yet, the notion of doing business electronically across industry boundaries is certainly not new. In fact, as early as 1966, Felix Kaufman’s article “Data Systems that Cross Company Boundaries” in the Harvard Business Review urged executives to think beyond their own organizational boundaries and consider the possibilities of using IT to do business electronically. Even though the computer industry was in its infancy at the time, this vision was already being realized. An entrepreneurial sales manager at American Hospital Supply, for instance, had created a system that allowed his company to exchange order processing information with customers across telephone lines and enterprising managers at American Airlines were offering large travel agencies computerized reservation terminals to simplify the airline reservation process for key accounts. Indeed, from these entrepreneurial actions grew two legendary digital ecosystems that changed the basis of competition in their respective industries.

With few exceptions, history has shown that competitive advantage and power flowed to the firms that built and owned the technology platform and the business infrastructure that enabled firms to do business electronically at least until the technology became commoditized or governments stepped in to break up monopolies. Why? The proprietary nature of technology, the high cost of entry, and the hard-wired nature of automated processes maintained the hierarchical structure and silos of industry value chains.

Enter the Internet in the mid-1990s with its open industry standards, ubiquitous reach, and flexible, modular processes. The opportunities seemed endless. During the dot-com era, companies spoke grandly of global, non-proprietary Internet ecosystems where companies would band together with others in and even across industries to extend and consolidate their purchasing power. Indeed, at the peak of the hype in 2000, over 100 electronic marketplaces had been launched in the healthcare industry alone.

Though many of these Internet ventures attracted significant capital while it was plentiful, the inability to establish a value proposition compelling for ALL members and a business model that would generate increasing returns to investors caused many of these grand visions to fail. What can we learn from the past that helps us understand how to build successful digital ecosystems today?

Build on internal capabilities. Successful digital ecosystems build linkages to customers, suppliers, and partners as extensions of IT platforms and business processes that are used to coordinate and manage activities inside their companies. If you can’t manage it inside, don’t think you can manage it for those you do business with on the outside.

Exploit the economic value of digitization. While physical assets often lose value with use, the value of digital assets increases. Emerging open standard, on demand IT architectures and business models ensure that ALL members of a digital ecosystem can create, share, and exploit the full economic value of digital assets.

Create a winning value proposition for all. Coercion and abuse of power may hold customers, suppliers, and partners hostage for a time but they will be looking for an opportunity to switch. Trust that each member will receive benefits that exceed what they contribute is central to doing business electronically whether you are selling books to consumers or collaborating to build the most sophisticated airplane.

Penetrate quickly and leverage capabilities. Extended enterprises and networks create value by allowing all members to focus on what they do best, while also contributing to the good of the whole. Social capital increases with the size of the network and the efficiency and effectiveness with which members transact business, share information, and make decisions that create value for individuals and the community. And, as social capital increases, so too does economic value for all.

By: LyndaApplegate

Lynda M. Applegate is the Martin Marshall Professor of Business Administration. Head of the Entrepreneurial Management Unit; member of the General Management Unit; and faculty chair of four Harvard Business School Executive Education programs.

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