Using Legal to Stay On-Brand with Attorney Caroline J. Fox - 016

This is Law and Wit, episode 16, using legal to stay on brand with attorney Caroline J. Fox. Welcome to Law and Wit, creative counsel for entrepreneurs. I'm your host Brittany Ratelle, mother of 4, entrepreneur, naptime lawyer, and attorney for creative entrepreneurs. I'm here to share inspiration and action so that you can tackle your business blocks and confidently own your business in every sense of the word. Thank you so much for being here. Okay everyone, I'm super excited about our guest today, so I want to quickly introduce her. We have Caroline J. Fox, and Caroline is a Virginia attorney who focuses on small to medium creative businesses. She got her start in the wedding and event space, and that's kind of the first people who were nice to her and that recognized her help and genius for what it is in terms of bringing legal to the creative folks who are in those trenches. And she's a frequent speaker at leading conferences in that industry. She's got a background in PR. Yeah, let's hear it for the PR girls, because they happen to make great attorneys. Okay, just saying. Yeah, I said it. And she's the mastermind behind the Engage Collective, as in Engage to a Belgian. 10 points to Gryffindor if you know the quote for that movie, if you know the source. But yeah, she's an amazing educator, speaker, and she's a great resource. And so she's an attorney, and then she also runs this educational resource called the Engage Collective. And she's here to talk to us today about ways that you can use legal to stay on brand. And specifically, we dive into talking about intellectual property law, contracts, setting up your business, what happens with stuff get canceled when businesses go sour. You know, we're here to talk about the highs and the lows and everything in between. So, um, I knew we try to really keep it non-legal nerdy, um, and recognize who our audience is and who we're trying to to help here. But we, we get into some really useful stuff in this episode, guys, I'm not gonna lie. So please just dig in. I know it's on the long side because, like I said, we do get paid to talk by the hour. We are attorneys, but it's all good stuff. So, and I went through and hand-picked and listened to every little gigabyte of information to make sure that everything in here was something I felt was really thoughtful and that should stay and would be helpful. I will give our little disclaimer: while we are attorneys, neither of us is your attorney unless you want us to be, in which case please seek us out our official legal websites and sign up for a time to meet with us, and we'd be happy to represent you and help, help you in your business. So without further ado, here is my interview with Caroline J. Fox. All right guys, well, we're so excited to have Caroline with us. So hey Caroline, welcome to the podcast.

Hey, thanks for having me. I'm excited to be here.

Awesome. So Caroline, as we talked about, is based, you know, back east as we say it here out west, and Brittany Ratelle, and you know, she's another attorney, but you know, I kind of wanted her to start off a little bit about how she got to be working with kind of creative businesses too, because we are, we are kind of cut from the same cloth. We kind of like hanging out with the same people, and I thought it would be kind of useful to kind of understand what she's doing now in terms of where she's been. So tell us a little bit about kind of your origin story. How did you get into working with the clients and, and kind of doing the stuff that you're doing now?

Yeah, sure. So my background, I had an undergrad degree in PR. Woo-hoo!

Hear it for PR girls, yeah.

Yeah, it's so similar, right? Because you're just, you're trying to present your story and like make a story and present it in the best light you can. So it's really similar, but my, I guess, Senior year, or I guess fall of my junior year, I decided, I took a law class and I was like, I'm gonna go to law school. But, you know, I still wasn't quite sure. So I took law classes, applied to law school, got into law school, but in the interim too, you know, I worked in advertising and then I worked in PR a little bit. So I got that really nice like flavor of being able to work with creatives and be around creatives before I got into that law school state of mind, which is just a little bit like— it's a lot. It can be a lot.

Um, it could be a little overwhelming, you know. So it's, it's a lot of time, you know, uh, in the, in the library. There's, you know, there's very little Legally Blonde going on, you know. It all led us astray.

Yeah, the whole thing where she's like working out, exercising while trying to study, like, that's just impossible. Like, that— those text is so small, right? There's no way you can—

no, it's just, it's all, you know, 1850 railroad cases. That's all learn about, I swear.

Yeah, you know, Elle Woods lied. I had a great super niche because I'm a really big believer in like kind of really niching down. So I really niched down into the wedding and event market.

Kind of the first people that allowed me to work with them, I guess, embraced you with open arms. They were like, come here, you can sit with us.

Yeah, exactly, exactly. They were What I did was I came back and just decided like, these are the people that I'm gonna focus on. So I super niched down. You know, I didn't exclude a lot of people from my client base. Now I do because I'm like, I just don't wanna deal with certain things and I don't have the capacity at this point to deal with certain things. So I do work with all kinds of creative entrepreneurs, but I got my really like well-known start, I guess, in, that, that wedding and event space. So I get to travel all over, do things like WeddingWire, you know, lecture at the Special Event, which is a big trade show in New Orleans. I just got back from Mexico recently doing a luxury event planning conference. Yeah, it was so fun. Oh my gosh, it was really fun. There's so much tequila. But it was— you would walk somewhere and they would just be like, do you want tequila? And I'm like, no, I just want a glass of water.

But, but it's Mexico, you know, it's probably safer. But yeah, I mean, go figure that people in the event planning space would like to party.

Yeah, I mean, yeah, I know, who thought they would have thrown a great party?

Yeah.

So yeah, we had a— it was, it was really great. And they've been really, really— that industry has been really, really great to me. So that's kind of like where I am in my law practice. I do a lot of trademark law, a lot of contracts, a few business disputes here and there when we have to. But that's kind of—

and as we've talked, you know, I love that your, your, you know, particular background and obviously your experience has gotten you kind of live in the trenches with intellectual property. You know, IP is, as us lawyer nerds call it, probably, you know, copyright and trademark, as other— when you talk to clients and they're— they don't have, you know, tons of budget in terms of to get everything on their list that you might suggest, where do you usually like to start, um, with IP?

Um, well, I mean, I think it honestly even goes beyond, like, back before the IP, is I really want— I really like to get people in that either LLC— usually I push them in and I push them towards LLC because it's a little bit simpler. I like to get them there because like even if you've got a great IP strategy, if something goes terribly wrong and like you get sued or whatever, like I'd rather insulate those personal assets, right?

Um, right off the bat.

Yeah, right off the bat. And if you do have that really kind of small single-member LLC, it's really easy to, um, organize yourself. Um, and you know, and I don't like to— if there's anything above a single-member LLC, like if you've got a plan on taking on investors, if you plan on anything crazy, like yeah, we need to really spend a lot of time developing a plan and an operating agreement that's gonna reflect that.

Yeah, a good founder's plan.

Yeah, right, right. But if it's just you, that's a place where we can probably, probably sneak you in and do a little bit less of an aggressive attack there. You know, we don't have to go so crazy. So I'd rather people start there and kind of organize that. If we're in a place where we're already rocking and rolling and we've got like a brand in motion motion, right? And like, we need to really start evaluating. I say like, all right, let's do the trademark search, because if you're, you know, we've got a brand and you're investing a lot of money in it, you need to make sure that like you're not going to get a cease and desist letter and have to rebrand after you buy, right, I don't know, $8,000 worth of koozies or something like that. God only knows.

Yeah, you know, if you think that it's expensive to rebrand now, you know, how about in 2 years or 5 years or whatever, right? Yeah. Yeah, right.

And then not only do you have to like rebrand all your pins and your website and your domain names and like all your social handles. Yeah, your social media. Oh my God, the social handles. Trying to come up with social handles sometimes, it's just like, what? But like, you have to rebrand all that, but then you lose all that goodwill too. And like, that's what it's all about. It's about the goodwill associated with the brand. So like, that I think is even more devastating than that, like, tax— or not a tax bill, but that, that bill that's going to come through to rebrand and do all your stuff. So yeah, trying to avoid that, I think, is the best place to go. And every company is different, like, you know, we always say, but those are your things you got to be responsible about, right?

Right off the get-go. Yeah, definitely. So yeah, no, I think that's— I, I think it's always helpful to have backup, you know, when we're talking to my— the business name is usually probably important to people, and it's usually probably the first thing that meant something to you. That's why you picked it. And it would probably be a huge bummer, you know, if you couldn't just because you have a domain name or social handles or anything else, or you did a Google search and didn't find anything. That, that doesn't cut it, right?

Yeah, that's the thing. People are like, I did a Google search.

I'm like—

or they're like, I typed it into the USPTO, like, to the search bar, and I'm like, that doesn't mean anything. That search is terrible.

Yeah. Um, did you look for anything that sounds similar? Did you do a Boolean search? Did you do, you know— yeah, the list of all the stuff that you have to do to do a comprehensive of search.

Yeah, right, exactly. Like, yeah, translations, that kind of stuff. I mean, oh my God, yeah. So you— I mean, you know, but yeah. And it is nice. One of my favorite things to do is when people kind of like start doubting me or they're just like, are you sure I need to do this? I like to send them to, um, like non-lawyer websites that essentially just like reinforce what I'm saying. And I'll be like, here's a bunch of links to other— like, not only other lawyers that are saying what I'm saying, but like Forbes or Entrepreneur magazine, like all that. And I people those kind of links because it just kind of reinforces it. So I think it's always— I don't think it's bad to want a second opinion, you know. I, I can't fault people for wanting that second opinion because it is— we are making judgment calls, right? And there's going to be different judgment calls, and sometimes my judgment calls are going to be different than other attorneys' judgment calls. But if you're getting the same information over and over, there's probably a reason you're getting that information.

Out of the mouth of many witnesses is Yeah, exactly.

It's like if you have like 5 people telling you, you're right. That's it.

Yeah, yeah.

You know, when you get— today I got a question, it was like, is there a really quick and easy way to take care of this like GDPR privacy policy situation? I was like, oh, if there was, you would— it would have been made easy by now.

Like somebody would have made manifest to you, someone would have packaged it, and they'd be making a whole lot of money. But It's not. It's cumbersome and it's ugly and it's a pain, which is why there's people are avoiding it and just wanting to stick their heads in the sand.

So yeah, yeah, yeah. I know you talked about it a little bit too, and it's just like, oh my God, yeah, there's so many changes people have to make. And I'm like, I wish I could make it easier. Like, I wish I could. Yeah, I don't make the laws, we just enforce them. Please don't kill them.

Yeah, and don't, don't kill the messengers. We're just trying to be, you know, your buds here, and we don't judge, okay? Because we're just always glad that you're talking to somebody, because we know certainly that you could not be— and we, we all know that you could be talking to our buddy LegalZoom or Facebook groups and getting legal advice there. And we see what happens when people decide to go that route, because we have to clean up.

It does get a little stressful. Yeah, I do. I have to kind of exclude myself from any of those sort of like communications back and forth, because just people being like, well, my— I think you should do this. I'm like, oh my God, this is This is the worst advice I've ever heard.

You're like, yeah, that, that's fine, that's, that's one opinion if that's how you want to live your life. So yeah, true, it's, it's true. Yeah, we all understand and we're self-aware enough, we know that we are not the most sexy part of running a business, but doesn't make it any less important. Yeah, for all, for all of that. So okay, so that, that makes sense, you know, start with the LLC and then probably look at business trademark, um What else, you know, what are the other big mistakes you see people overlooking, you know, when they're thinking about using— either using their own content or in dealing with other people's content?

Yeah, we're on the same wavelength because that was kind of gonna be the next place when I started hearing you asking this question. That was gonna be the next place I go, is like, people don't, um, you know, if you're running a creative company— I work with a lot of like smaller ad agencies, or I guess medium-sized ad agencies too. And, um, some of these agencies are working with Fortune 500 companies and they are agreeing to indemnify companies for their work if there's any sort of like infringement action, right? So indemnification is like saying, okay, we're gonna cover your legal fees, we promise we didn't steal this content. But they're not licensing the content. They're literally just going online and like downloading a video and showing it in, you know, their, their presentation to the company that the company then turns around and shows to their employees. And I'm like, so there wasn't a clearance? Like, we didn't have someone come in who like really knows how to handle this? And a lot of times it happens because small companies are lean and they grow quickly.

Like, right, if you're going lean startup model, you know, and you suddenly land a big client, like, you say yes and you hustle and you sign that contract and you're like, it'll be fine. Like, just pitch it, make it happen, you know?

Yeah, exactly. But if you're signing this like couple hundred thousand dollar contract and, you know, you're agreeing to indemnify a company that's like a multi-billion dollar company, you should probably have somebody look at that. Like, you need to put the things in place. We're not just playing softball anymore. Like, we are playing hardball with the big boys. So, right, it's what's great about about the whole entrepreneur culture is that you do get to work with big brands and big companies and it's really cool and there's a lot of companies that are trying to utilize small shops now, which is great because they're able to provide a really quick turnaround with a lot of times a superior product because there's not as much interference being run. But you as that small company also have to realize what you're giving away You have to make yourself familiar with the law. You can't just be like, oh, I didn't know. Like, I didn't know.

I changed 10%. I thought that was okay. I thought as long as you change 10% of the design, you're fine. I heard that one this week from someone. Yeah. And I was like, yeah, no, no.

Who came up with the percentages? I've heard of that lately. And I'm just like, that's not a thing.

It's not a thing. I don't know. It's some, some, some hooligan design professor somewhere is like pushing that out, but it's It's not, it is not a real thing. I don't even know how you would do that anyway. I mean, you know, I'm an amateur graphic designer for sure, but you know, I'm trying to like insert myself into like in Illustrator and like moving things around. And when do you get to the 10% mark? I don't, I don't get it.

Yeah, I know. How do you even calculate that? I don't know. I mean, I would say not, if you change 90%, that's probably safe.

That's good. That's, that's, that's a good, that's a much better position to be in for sure.

It's a much better number. Yeah. Um, yeah. So I think, So that kind of thing, just when you are rapidly growing, when you get to that growth stage, like you need— I get that you're not going to be able to hire a compliance officer if you're like, you know, small. I get that you're not necessarily going to be able to hire somebody to come in and review every single contract if you are a 2-person shop. But like when you're growing and other people's salaries are on the line, you have got— like it is your responsibility as a business owner as a business partner, and then as a service provider to like know what's in your contract and to understand what you're signing. And it's your responsibility to your client not to like— don't put them in that position, right? Don't put them in the position where then they then have to turn around and say like, hey, we're a multi-billion dollar company and we're going to have to enforce this indemnification provision against the small company because now we're being sued for $50 million, you know? And it's just, it's more of a responsibility thing on your part that you have to take care of.

Yeah, for sure. Yeah, no, it's, it's true. So yeah, all really important things to think about, you know, when you're in that important growth scaling stage of your business is, you know, if you want to go after bigger clients, just be smart about it. And, you know, to understand that there are risks that come with rewards and be comfortable with that and understand that, you know, you're still gonna have to do some good cost-benefit analysis. In terms of taking on that business, you know. And just be smart about it. Don't cut corners. Don't put yourself in a position where you have super tight deadlines, because that's normally what happens, is that people— you know, I hear it all the time— well, someone told me they needed this done now, and so I went online and I just found something. And, you know, and that's always the way it happens, you know, is because that's good advice, you know. Because you— I mean, it's the same thing they say in accounting fraud, you know. It's because people have opportunity and there was pressure. And, you know, it's like that, that fraud triangle, and that's when mistakes happen. That's when bad stuff goes down.

Oh, that's really good advice. I think that's really interesting, and that's a really good— you know, I never did like any sort of finance work when I was practicing. I did, I did a little stint during law school at a bigger law firm. We did like bankruptcy and like you know, litigation, civil litigation, business litigation, that kind of stuff. But I never did like the financial stuff that goes along with that, um, or like the M&A that goes along with that. So that's a really like— I like that, I like that analogy.

Yeah, give yourself— yeah, well, feel free to use it, you know. But yeah, give yourself that space in your business because, um, yeah, otherwise, yeah, you'll, you'll probably be called upon to make judgment calls and go directions you didn't want to, and you won't be able to say you know, to heck with you. So yeah, yeah, because now, yeah, now you put yourself against the wall for sure. So yeah, so I mean, so say someone, you know, is doing the right thing, they're, you know, listening to someone like us, they're trying to protect their business, be smart about using other people's. But say that, you know, say they're, you know, in a wedding event business and they find that someone is using their photos or something else is happening that they're You know and they know that they don't have the money for all-out litigation. At that point, what kind of options do they have? You know, how do you kind of play that cease and desist game of chicken?

Right, exactly. I mean, well, first I would say, you know, never send a cease. I want to get this like put on my tombstone, um, is like, thou shalt not send a cease and desist unless you're ready to sue somebody. Somebody can look at it and be like, oh really, you want to sue us? Okay, go ahead. And then if it's a trademark situation and you send a cease and desist and you don't follow up on it, that's grounds to get your trademark overturned. So it's like, definitely don't do that. My answer is going to be you have to consult with a lawyer. It sucks, but like, that position, you don't know, like, do you even have rights to the photos? Like, if you took a photo, then you obviously own it. Yeah, but if a photographer took a photo of your wedding and event execution, like you don't necessarily own that photo. So like, what does that mean?

And then they— but they decided to submit it to a magazine and it's all happy and they got printed and that's awesome. But now you're, you know, you don't see your name in there, you know, attributed. And that's usually how it goes down. It's usually not a problem if people get attribution because everyone's like, sharing is caring, that's awesome. It's normally is a problem when it's not. And now you're like, well, wait, they shouldn't even— they didn't even ask and I didn't get any money out of that. And yeah, yada yada, right?

Yeah, and one of the ways that I do like to work through these types of problems—

and it's not—

it doesn't always work because you don't always catch everybody, or like you may not be, you know, confident in yourself enough yet to say that you need this. But especially in the case of a style shoot, you definitely need to have an upfront agreement with like the photographer and everybody else that's involved in the style shoot talking about that. Like, that's pretty easy to get Um, it's at the wedding or the event itself that you have to kind of like be a little bit more careful. Um, you know, maybe get some sort of agreement with the photographer that you can use images or that they're going to like send you images. It's really tricky though, because like you don't want to, you don't really have any leverage in that position, right? Where we're already at a wedding, someone else is paying for these photos. You can't like require the bride to have the photographer transfer photos to because like the photographer is not a part of that contract. I've seen that people trying to do that. I'm like, not going to work. Not probably going to work. You can ask Brittany. Yeah. So, you know, it's— you don't have a lot of rights in that situation. So I would say just the, the more you can communicate, the better. And the same thing goes for if you are in a situation where there's a dispute going on or the possibility of like a client being unhappy with your work, or like something happened, and if you're a photographer, you've lost photos. If you're a designer, you know, something's happening, the design's taking longer, you're up against that tight deadline because the site is supposed to launch, and tick-tock, tick-tock, it's not happening.

And you say it's because you haven't gotten the copy that you need for the website, and they say it's because you're dragging your feet, and the truth is probably somewhere in the middle.

And yeah, exactly. So I think the best thing you can do in that situation is just keep those lines of communication open, because the minute you go dark is the minute that, like, people get really mad. Because as long as you— if you keep in communication with somebody, like, even though they're, like, a little pissy, they'll probably be a little bit easier to deal with. I mean, just in my experience, you know, handling these all the time.

Just from your, your vast experience, to which you could speak of, you know, quite professionally. Professionally. Exactly.

Just based on that.

Yeah.

Um, it just, the more you communicate with people, the better.

Yeah.

I mean, even in my experience as a business owner, if we're not perfect, you know, we're, we're business owners too. Yeah. We're lawyers and we're taking care of stuff, but we're also business owners. You know, I like forgot to pay a bill and I like had to call them and be like, look, I'm really sorry. This is what happened. I forgot to pay this. Like, I'm sending the check in the mail now. I pro— you know, So just keeping in communication with people, I think, is key.

Yeah, because people will be reasonable most of the time, you know. But it is when you— you, like you said, it's when you go dark that people's imaginations start to go wild, and then they start thinking like, what is happening? I am being screwed, you know. And just, it all starts to build, all that tension. And, and it's hard. None of us like to have those phone calls or those emails where you're like, look, I'm sorry, I am not going to be meet that deadline. Like, something has come up, we have issues, we're gonna have to talk about how we can fix this. Um, and yeah, no, no one likes to eat crow, but you know what they say, it's a, it's a dish best served warm. So you should probably just get to it, make the phone call, get to it.

And that's part of being a business owner is like, you've got to make those tough calls. Like, if you don't want to do that, you can work for somebody. Like, that's fine, like, that's great, you know. Um, but But if you are the business owner or somebody who is like high up in a company and there's a mistake that happens, it's your responsibility.

Yeah, no, it's totally— it's your deal to fix that. So no, I really like that, keeping in communication, that's super clear. So you mentioned a little bit about, you know, working in business breakups, and I know we talked a little bit of that when we were chatting last week about business divorces, as sometimes we call them in the business. So, you know, and you mentioned a little bit about how you can be avoided, which is by having a sound— people come to you and they do have a partner, they have someone else they're going to work with, with their business. How do you like to start that process? You know, do you send them home with homework of things to think about and talk about? And you know, what— why should people care? Because I know a lot of people say, well, like, they're my friend, I trust them, of course, that's why I'm doing business with them. Like, what, what do I have to be so afraid of?

Right, exactly. And like, that's how it all That's where it all starts.

It's all fun and games until it's not, you know, just like marriage.

Yeah, exactly. So you're laughing because, you know, it's true. It's like you— before people even come into my office, I've started this now after like 5 years of kind of like figuring out how to handle it. I finally figured out the best way to do it is before people even come into my office, if they're like, hey, we want to start this business together, like, can we come in and talk to you? I send them home. I do. I give them homework. I give them a worksheet to fill out. It's like literally just like a question and answer worksheet. That I give to them and say like, here's your information that you need to be thinking about before you walk into my office. And then that way, by the time you get into my office, we can know the answers to these questions. There won't be any issues with like a conflict of interest because, you know, as the, as the lawyer, we like also, as a lawyer, we also have to deal with conflict of interest rules where, okay, you know, In a best-case scenario, both of those partners are represented by lawyers, right? And they both come in and they have someone advocating for them who knows business law. In practice, that literally never happens.

Literally never. And they're like, oh, you can be our attorney. And you're like, yes, as long as we're all here on the same page, on the same team. But as soon as people start splitting up onto different jet skis, now we've got a problem.

Oh yes, as soon as we split, now we have a problem and now I can't represent anybody. It's like, this is why we can't have nice things. Um, so yeah, I send them in with those questions like, um, how are we splitting the company? How are we voting? What does that— like, does the money split look like the, um, voting split?

Are we doing investing?

Yeah, yeah. What's— what are you investing? What are you putting in? How much money are you each putting in? Can you each demand the other one put in more money? What happens if one of you dies? Like, that's the kicker.

And people get divorced if you're in like in a community property state, you know.

We are.

Yep, yep. See, we're not, but we're surrounded by— so I always, you know, I put that little bee in the bonnets of my clients and I'm like, I know that you think you're safe now, but let's talk about if you move anywhere else around our state. Literally, we're surrounded.

Yeah, yeah. And it's that— so it's— and what we're talking about is like that, that marital property, I guess they call it community property out there, is like if get married, everything that you have is 50/50.

It's on the table. It is on the table.

It is on the table.

Yeah. Even if you like— You're like, that's my business. No, no. Remember, it's our money, honey. It's one.

If one of you guys dies, like, where does the business go? Does it go to their heirs? And then, well, their like successors or whoever? And does their successors get a vote, voting say? Like, do they run the company with you? You don't know their husband, you don't know their wife. Like, so those kind of things are what we talk about in advance. And a lot of time that kind of like siphons out the people who would have problems in the first place. And so, and you know, not in a bad way, not saying like, oh, they shouldn't be in business. Like, it's just like, it's things that people haven't thought about. And that really is what you get when you do work with a lawyer. Or someone who like knows your industry, or they, they get where you're coming from and they kind of get the way that people deal with each other in your industry. So you don't get this super severe agreement versus, you know, an agreement that might not be severe enough because the person's familiar with, with whatever kind of situation that you're walking into as a business owner.

Yeah, the norms, you know. Yeah, they would know like, hey, If you're doing like a sponsored post with someone, it's pretty normal that you're going to offer this. Like, that's a, that's a normal thing for a brand to ask, especially at this price point. And then a blog post, not weird, you know, or like a licensing agreement. Yeah. People don't know that like, hey, a 5 to 10% is, that's a really great royalty percentage. You should take that. That's a good deal.

Go for it.

You know, you don't get more than that unless you're Disney. You're not Disney, so you're not going to get more than that. Yeah.

If you are Disney, you should pay us a lot more than your content.

Yeah, exactly. That's a different conversation for another day.

Yeah, definitely. Yeah, right. So like getting familiar, getting those people that kind of like know those norms, I think that's where we kind of provide that like better fitted service to the small business owner because you don't want to be going, you know, relying on robots necessarily for everything. I mean, I think they're really great and they can be really, really useful, especially, you know, especially in doing things like automating certain agreements or, or making things easier to fill in. You know, I use like software where I can fill in a contract really, really quickly, and then I go through on top of that and I make other edits for the client that are specific to what they need. And that helps me bill at lower, at lower cost and provide, you know, good service, good quality product.

But, you know, yeah, no, there's a total balance of the efficiencies, and we see that, you know, when I I talk to clients because, you know, they'll ask a lot about, well, what about using this software, or, you know, using like a, you know, project or client management system with that? And I'm like, yeah, that's great, you know, just make sure you have a good decent contract because I've seen some of the ones that come with, you know, some software. Oh my gosh, I know, you know, and you've seen them too and you're like, uh, that's— it's— yeah, I know it looks short and pretty because it's short and it doesn't have enough in it, you know. A one-page.

Well, and that's one of the things too where people get in trouble is because they— if you do have a contract but it isn't correct, or it like— arbitration clauses drive me crazy. And I don't know if you could— like, I'm really anti-arbitration, and you might have other feelings on it, but like, at this point arbitration can be as expensive as litigation. Like, a lot of times it is. And if you're a small photographer, like, you really want to be able to go in and get out like Go into small claims court, file a really quick small claims warrant and debt or whatever you call it wherever you are and recoup fees based on your contract and then leave. That's a great option. You don't want to go to arbitration for that. And if there's something that we need to mediate, we can mediate. That's cool. But people don't recognize, they see arbitration and not knowing any better because they haven't really necessarily consulted with somebody who knows their industry or their type of business or like what kind of business they're running. They see arbitration, they think like, oh great, it's not litigation. But like sometimes litigation is just a better answer, and sometimes it's a better fit.

Yeah, no, so I think you got it. You got to be smart there and have carve-outs. And certainly small claims is a great place. And for those of you folks who don't know, that's basically— it's a very simplified kind of court proceeding, and it's under a certain amount. You know, it changes in in certain jurisdictions, but it's normally like between $10,000 to $15,000 or something, you know, in that range normally. And you can go and a lot of people just represent themselves or maybe hire just an attorney for that, and it's a lot more cost-effective way for you to resolve something with someone else. You know, when you see like the online, like, you know, on TV, like Judge Judy's, that's like a small claims normally kind of-esque proceeding. That's kind of a cool thing I wanted to get your thoughts on, our kind of event cancellations? Because I know that you, you know, event and event services are, you know, where you've kind of developed, you know, and been in the trenches. And it's something that no one likes to think about, especially when you're talking about weddings and big events, that sometimes things do not happen. But how do you handle, you know, that? And do you just throw a big force majeure clause in there, or—

Yeah, so you have a couple situations. Right? You have like the force majeure, which is, you know, there was an earthquake, act of God, fire, civil insurrection, whatever you want to call it.

People get sometimes really creative with what they list in here, you know, in terms of the things that could go wrong. Yeah, asteroid, you know, and like apocalypse, like we're talking about like zombies, you know, World War.

So it becomes kind of a business decision, like how do you want to handle it? Um, Do you want to risk a maybe like going to court and losing? Like, which if you write it to look like a liquidated damages clause, which means, you know, you're keeping things spread out and you're accepting payments as you go and blah blah blah, and based on whenever they cancel close to the event is how much money you're gonna get. I'm gonna kill this dog. That's right, not really. I mean, I love him, but he's just like decided to be insane and, and squeak his duck at me, which he never does. You can hear him. So yeah, we have that kind of situation. I like to tell people that if somebody's wedding is canceled for whatever reason, I would really heavily consider refunding an amount of money because even if that person isn't going to be using your full services, You build up so much goodwill with that person because you're helping them in this time of need that like is probably not the best time of their life. Um, for whatever reason, this wedding's getting terminated. It's not happening. Um, you know, if they just move the wedding to a different location, then like you use your best judgment there and like figure that out. But they are more likely to hold you in like a higher regard and possibly refer you to other people, um, instead of like freak out and be like, this wedding planner, blah blah blah, they are like the worst and they wouldn't refund me when like my husband left me for the secretary, blah blah blah, that kind of thing, right?

Yeah, it's not, it's not a story you want associated with your brand, probably.

Yeah, it's not. And is that part, is that part of the way you're, you present your brand? Yeah, like think about the on-brand solution to what you want to be doing because it's like all fun and games and like you have a legal remedy, but you you also have like the business side of it that you need to think about. And that's one of those, those situations, um, you know, if they need to move the, um, wedding or the event itself, I usually draft a clause in there about like, okay, like if it's available to us and we can do it, then we'll do it, but you're gonna have to pay another non-refundable deposit and your fees might change based on the date because certain days are hotter than— dates are like hotter or cooler or more popular than others. So just kind of like putting that in there is a way to protect yourself.

Yeah, no, I think that that's just really smart. So yeah, I like that of think of on-brand remedies. I think that that's a really good way to encapsulate, you know, all of the strategy that you should be thinking about and when problem solving, when things go wrong. Because the reality is in business things happen that you didn't expect. You know, we talked about, you know, there are data problems or weather problems or, you know, third-party problems if someone else that you were working with that, that flaked out, and stuff happens. So how, how can we fix it? How can we move forward in a way that resonates with what you propose to be doing in your business, you know, that stays consistent with who you are, that feels authentic to you and your brand and the people you serve?

Right, exactly. And so keeping those things in mind, I, I just think it's really important as you, as you move forward and like figure out your business and grow it and then figure out where it stands and even differentiate yourself from other brands. Um, so that's— it's just things to think about like that and keeping in communication about it because that's important too, right?

Yeah, don't stay in the dark for sure. So, all right, well, as we— 5 things that people should be doing in their business, you know, to be a kind of a better— legally protecting themselves as kind of a creative entrepreneur. So I know that's a broad category, but, um, you know, I, I— even though these are probably things that I talk about and that you talk about to your people. I think it bears repeating again in terms of what people can do to be better, you know, tomorrow, first thing first.

Yeah, yeah, no, absolutely. You know, I first— I think that getting yourself organized as a— some sort of limited liability entity, if it's possible, you know, if that's in your budget to do that, just do it because it saves you so much money in the long run. You know, I had a case recently where I was trying to pierce a corporate veil, which means essentially go through the LLC and get somebody's personal assets because they were being very sketchy. And I thought that I could maybe do it. We were like really trying to get in there and I thought maybe, but they just wouldn't let us. Like, it's really hard to get through that corporate veil. So if you want to protect yourself, like, I, I really, really recommend that LLC, guys.

Get that shield, get that bubble, put it up. Put up the wall.

Okay, put it up when you can. It's, it's so worth it. Um, the next thing I would say is look at all your contracts and make sure that you just haven't like hobbled something together. Um, look at like, just read through it, make sure it makes sense. You know, if you can't necessarily go and talk to a lawyer at that point, um, or maybe like purchase a template like, or anything like just look at your contract and read it and make sure you actually understand what it says. Um, make sure everything in there is applicable to you and like makes sense. Um, sometimes I have people, even people whose contracts I've drafted, they're just like, I just haven't even read it yet. I'm like, really?

Like, that hurts my feelings. Come on.

You know, I spent like 2 hours on this. Um, no, so just read it and, and that'll even help you understand and feel confident in your contract and in your business and in negotiation, because it's hard to push back on something and know what the give and take is.

You know, it's hard to know the steps of the dance if you don't know the choreography. I mean, if you don't know, if you haven't read to know exactly what you're offering and what you could give, then how are you going to feel more confident as a business owner?

Absolutely, absolutely. Well said. Um, then I guess So the next one would be look at your brand and evaluate the trademark situation. Is it something you can protect even? Is it something that someone else is using? What's the likelihood of you getting the cease and desist, like that awful thing? And just evaluate that, see where you are. Number 4 would be make sure you understand copyright law. You know, watch a bunch of YouTube videos because there's a lot of videos that are going to explain it to you. I mean, if you can't go in and get somebody to come in and say, yes, you can do this, no, you can't do this, like, this is how we get around this kind of thing, make sure you, um, have at least a basic understanding of what it means to share, like, create and share content. Uh, and then last, I would say this might be like a 2 to 3 step thing, or like 3 part of thing, but make sure your terms of service and your privacy policy are up to date on your website.

Amen, amen, people. At this point, we're gonna say it: every single person owning a business with a website, which is all of you, need to have this on your website.

Yeah, and it's not just the GDPR, you know. There's the California— I think was 2003— the California Online Privacy Protection Act. Technically, everybody, like, you need to have that privacy policy.

Someone is buying your stuff I'm not from California. Someone is, so ergo, it applies to everybody, guys. Like, you know, it's 2018, it's happening. You guys are not— no one is getting off the internet these days. You're only getting more, so you gotta have them both. You gotta have them in your footer. They need to be somewhere where people can find them. I know that no one is gonna read them. We're well aware of that, but they have to be there.

No one's gonna read it. Hide Mary Had a Little— hide like a product code in there. It's like, if you read this, you can have like 10% off.

The code is pineapple, you know?

Yeah, exactly. Seriously. Um, so just, but have it there and then like be able to direct people to that and, and make sure it's up to date and make sure, like, also make sure that, just make sure it's right. Don't just put something up there and slap it up there and say like, yeah, here we go. Make sure you have an accurate privacy policy, terms of service that, um, has all of your information in it that does what you do and that makes promises that you can actually keep.

You know, that's, I think I see a lot is that people are like, I would never share your information. I would never get it away. And then we're like, well, except you do every day. Yeah, you do every day. Do you have Google Analytics? Check. Do you use an email marketing manager? Check. Yeah. Do you have LeadPages or ClickFunnels or all of these other tools and plugins that need people's information to do what they do? Then check, check, check. Yeah. You actually are sharing your people's information. With all kinds of people all over the place.

Yeah, exactly. So, and, and sometimes, you know, I almost wish in those situations I'm like, is it better for just people not to do— no, and it's not better for people not to do it, but like sometimes I'm just like, oh, I feel like it's worse when you're not doing— when you're, when you're like essentially misstating what you're, what you're collecting and how you're sharing. So yeah, you know, make sure you've got all that in place. So those are my like, I guess, top 5 things to do. Get all that straight.

Look at it.

It takes reading. Like, you got to sit down and read stuff.

Yeah, you know, it's already— give you guys homework, you know. And then we're gonna give it to you straight. That's what we're here for, okay? You know, we don't want to waste your time.

Exactly. We don't waste time here because we know how valuable time is, because we bill in 6-minute increments.

There is no one who appreciates time more than lawyers, okay, who get paid by it. People You can, you can, you can take that to the bank. So, well, Caroline, thank you so much for joining me tonight. Where can people find out more about you? You know, you know, as we talked a little bit about the way that the law works, you know, for trademark and federal issues, trademark and copyright, we get to do work with people all over the country, which is really great. You know, for some other issues, we have to kind of stay with the people in our state, but then there's a lot of stuff in between So if people like working and hearing from you, which I'm sure they do, where can they find more about you?

Yeah, absolutely. You can visit my law firm website at C as in Caroline, J as in Jessica, Foxlaw.com. So CJFoxlaw.com. And then if you're in the wedding and event industry and you're interested in just like reading about how the law affects your wedding business, or maybe like seeing, you know, we post videos We kind of do, we do templates and guides on how to operate your wedding and event business. We're online at engagedlegal.com. So like a ring engaged, like kind of play on words.

Very clever. I see what you did there. Yeah.

Yeah. Engagedlegal.com. You can find us there. We've got all that information. Um, and You can also follow us on Instagram @EngagedLegal.

So, you know, that's where our creatives are. They're on Instagram. So that's where we are too. You know, we want to be where you guys are.

Exactly, exactly. And I don't have an— a lot of times my speaking engagements are all in the wedding off-season. So it's gearing up. We're in big wedding season now. So I don't have another one until like next off-season. So I'm not gonna be anywhere cool. Soon, but keep an eye out. And we— the next time I travel, if you're in that area, let me know.

Yeah, stop in, say hi, say like, hey, I know you, I heard you on Brittany's podcast. There you go. Yeah, don't be a stranger.

Yeah, definitely.

Yeah, definitely. So, well, thanks so much for being on, and yeah, we'll wish you all the best. And please, guys, make sure to connect with, with Caroline, because as you can tell, she's pretty awesome.

So you're awesome.

Awesome too. Hey guys, um, well, I hope you enjoyed that. I had such a fun time talking with Caroline, and I hope that you, um, got a lot out of that as well. I think her tips in terms of, um, and it really didn't hit me until the end, and that's kind of how podcasts go a lot of times. You don't really get of like, what's the whole theme or overlying, you know, message going to be until you're finished. Um, and it really, it was very clear to me once we'd finished and, um, I considered how we were both in PR and had talked about how we use legal, especially when we work with creative professionals, um, in that legal can be such a big part of how you stay consistent and authentic as a brand, um, because you can use it when things are going well and when you're setting clear expectations and making plans to grow and expand. And that's why you want trademarks and copyrights so that you can move forward and you don't have to worry about problems. And legal is there for you when things don't go so well, when you're having business divorces, and client, you know, clients from hell and events and weddings that get canceled and, you know, data issues and pictures that are lost and all the other hundreds of things that can go wrong. Um, you know, legal's there in good times or bad. Um, but when you've had the forethought to try to put some of these things in your business in a way that resonates with the way you do business, then you'll, you're going to have room and you're going to have some space, um, to make business decisions in a way that's authentic with the way you want to serve work with your people and the way you want to show up with them when things are going great and when they're not. So, um, and I hope that you found this encouraging like I always do, um, that you don't feel like, oh, they're just laying on more stuff that I need to do, um, but that you feel like now you have more information than you did yesterday and you have more tools, um, than you did the day before and that you can go forward with faith and confidence, um, in your own business acumen as a business owner. So thanks so much for being here. I want to close by reading one review as a total, just a gimme move to try to convince some of you other listeners to leave me a review. If you don't know how to do this, you can do it straight from your app. So if you're in iTunes and you're listening on the podcast app, you can go to leave a review. If not, if you're like me, I actually use Overcast to listen to my podcasts because I am, of course, a podcast junkie myself, then you actually have to go and pull up iTunes. And do it. So you can do it on a desktop too, either one. So, and just FYI, this little funny thing, you do have to have a unique name to leave a review. So it may— there's a chance that if you're putting in something like Bob, that someone Bob has already left a review. So you may have to be a little bit more creative in your moniker, but it doesn't really matter as long as it's unique enough that'll let you leave a review. But this one is from Ashlyn Mitchell, which that's really sweet because I know Ashlyn, she's a She's a really nice friend and she says Brittany makes following the rules fun. Um, Brittany, I love you. You are one of the most well-rounded people I've ever met and listening to your wisdom here has me making plans for where our business is going. Glad you have made your practice fit into the world of influencers. Um, thank you so much, Ashlyn. That's so sweet of you. Okay. And I'm going to read one more from Vacation Maven. Um, encouraging information from a fun lawyer is what she said. I am so glad this show exists. Just a few episodes in and I've learned a ton about the legal aspects of my creative projects. Brittany delivers loads of great advice and she really does it with wit and flair. And best of all, I leave feeling encouraged, not scared or intimidated. Thank you, Brittany, for sharing your wisdom in such a positive way. Um, thank you guys so much for leaving reviews. It's really sweet to get direct messages. And when people get on my lives and say that they're liking the podcast or email me, um, those are all really great things. They help, you know, fuel, fuel me, fill my bucket, um, and keep me going and saying, yeah, this is still really worth my time and the effort to do the podcast because I do it all on my own, um, still at this point. But in terms of me helping use the podcast in my mission, which is I want this content to get out to more people who are just like you— creative entrepreneurs, small businesses, micro businesses. I don't really like that term, that makes it sound like super tiny solopreneurs, but you guys know who you are. Um, but I bet you, you have 5 friends or one friend or 10 friends who are similar to you, who you know have questions, who have been stressed by stuff, who have been confused, who have found conflicting or bad information online or from other sources, and have not felt like they had a good resource to go to. And I hope that you will help them find this in a couple of ways. The first is by leaving a review. The second is sharing with it. So, um, you know, it obviously it would be great if you could share on your social media, you know, put a screenshot in your story or something. Um, if that's not on brand for you, which I totally understand, then maybe just send it to someone, screenshot and just send it a direct message on Instagram or something else and be like, hey, have you heard of this podcast? I think it would be a good fit for you. Um, or you can send this message direct from the app. I know Overcast does that. I know Podcast does too, where. You can literally say swipe up and— not swipe up, but there's a little send icon and you can send a particular episode to someone. But frequently after I finish a podcast, I, I just get this feeling that I'm supposed to share this message with someone. And sometimes I forget and I don't do it right, right then and there. And then of course the thought goes, you know, the, the muse moves on. And shame on me, because, you know, what harm is there in inviting? What harm is there in trying to when you— to think about something else, that, that's a nice gesture to do always. So, um, I don't think you ever should feel embarrassed or weird about that. But if you think of someone else you think could be helped by this information, just go ahead and do it. Make it happen, guys. So, all right, um, that's a little philosophical for you tonight, but, um, but really, thank you so much for being here. I just— I really, really appreciate, um, people who take the time to listen. I know you're busy, um, and I don't take it lightly, the, uh, your time and your resources in being here and listening and trying to work on your business business in this way. So, um, let me know and give me feedback if you have other issues that you want to hear about, if there's other people that you'd like to have me on. So I have, you know, a big list and I'm trying to get people on, but you know, it's hard because folks are busy. But if you have other specific feedback in terms of what you'd like to see, I'd love to hear it. So, um, you can always direct message me on Instagram, you can email me at hello@brittanyratelle.com, um, and That's probably the best ways to get to me would be those two. Okay. Otherwise, have a great day, guys, and I'll catch you on the flip side.