Legal Templates


Employee Contracts



Search Marketing Proposal for Company
January 3, 2016
By admin

Presented by: Guttulus LLC

Campaign Goals:

  1. Reach a wider audience
  2. Increase total reach
  3. Increase visibility on search engines
  4. Increase ROI
  5. Increase conversions
  6. Create optimized landing pages
  7. Decrease waste

Paid Search Marketing Strategy:

  1. Increase traffic volume through campaigns on Google, Bing, Twitter, Facebook, & Instagram
  2. Decrease cost by reallocating budget to best performing campaigns
  3. Expand keyword list
  4. Create extensive long tail keywords
  5. Expand content network campaigns
  6. Daily bid management
  7. Daily keyword analysis
  8. Improve click through rate
  9. Improve keyword quality
  10. Create consistency between campaigns and landing pages
  11. Increase retargeting and remarking efforts

Organic Search Marketing Strategy:

  1. Identify important keywords
  2. Create unique titles, descriptions and meta tags
  3. Create compelling copy
  4. Fix existing barriers to indexing
  5. Submit and edit site map to Google and Bing
  6. Expand on-page search engine optimization
  7. Expand link building strategies
  8. Increase PR

Our Tactics

Paid Search Marketing Research:

  1. Optimize keyword lists
  2. Optimize keyword bids
  3. Reduce cost per acquisition
  4. Optimize content network advertising
  5. Reallocate budget to be best performing campaigns
  6. Create landing pages and A/B test
  7. Code landing pages to be SEO friendly
  8. Increase Google campaigns
  9. Create a strong keyword portfolio
  10. Expand keyword portfolio
  11. Target based on location
  12. Target based on demographics
  13. Target based on platform
  14. Create new text ads
  15. Increase relevancy, click-through rate, and conversions
  16. Increase quality score
  17. Expand onto different platforms.

Organic Search Marketing Research

  1. Daily keyword research
  2. Optimize high opportunity pages
  3. Create compelling content
  4. Optimize keywords, meta descriptions, meta keywords, titles, and H1s
  5. Create and submit universal site map
  6. Create robots.txt
  7. Provide best practice reports outlining indexing problems, technical issues, and best practices
  8. Have our senior graphic designer go over the website for UI and UX problems

Our Promise

Testing, Forever Testing

  1. Daily bid management
  2. Daily budget optimization
  3. Dedicated to getting the highest ROI
  4. Content networking
  5. Create high value content
  6. Engage in ongoing testing and optimization
  7. Test new ad types
  8. Test new ad copies
  9. Non-stop A/B landing page testing
  10. Create custom and unique keyword portfolios just for you
  11. Monthly reports on KPIs

What Makes Us Better

  1. We integrate success competitor campaign
  2. We create campaigns competitors can’t copy
  3. We use multivariate landing page optimization
  4. We create compelling image ads
  5. We create compelling ad copy
  6. We create compelling content
  7. We expand your reach on new platforms
  8. We like you and your business
  9. We have a high customer retention rate – 90%
Private Policy Website Template
September 7, 2015
By admin

Private Policy

Your privacy is important to Guttulus.

Personal Information

Guttulus may ask you to provide your personal information when Guttulus is in contact with you.

Collection and Use of Non-Personal Information

Guttulus collects non-personal information. Guttulus may collect, transfer, or disclose non-personal information for any legal purpose. Guttulus may collect occupation, language, location, and time zone information for any legal purpose. Guttulus may collect information regarding customer activities on its website for any legal purpose.


Guttulus’s website, online services, email messages, and advertisements may use “cookies” and other technologies. Guttulus uses cookies and other technologies to remember personal information when you use our website, online services, and applications.

Protection of Personal Information

Guttulus takes all reasonable steps to safeguard personal information. However when you post on Guttulus’s website or social networking service, your personal information is visible to other users and can be read, collected, or used. Guttulus is not responsible for the personal information you submit.


Guttulus does not knowingly collect personal information from children under 13.

Third-Party Sites and Services

Guttulus websites, products, applications, and services may contain links to third-party websites, products, and services.

Privacy Questions

If you have any questions or concerns about Guttulus’s Privacy Policy or data processing, please feel free to contact us.


Guttulus may update its Privacy Policy at any time.

Guttulus ADDRESS Last updated: DATE

Right Of First Refusal
July 21, 2015
By admin

Right Of First Refusal

Dear [INSERT],

Right of First Refusal

This Right of First Refusal to Purchase Agreement (“Agreement”) is made on [INSERT], by and between [INSERT], Grantor of the Right of First Refusal (“Owner”) and [INSERT], Receiver of Right of First Refusal (“Grantee”).

In consideration of the payment by the Grantee to the Owner of the sum $ 1 and for other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereby agree as follows:

1.       In the event that the Owner receives an offer (the “Offer”) from any person relative to the goods or property subject to this Agreement, described as [INSERT], which the Owner is prepared to accept, then the Owner shall forthwith send to the Grantee notice in writing of its desire or intention to sell the Offered Goods accompanied by a copy of the Offer.

2.      Upon receipt of notice in accordance with paragraph 1, the Grantee shall have only forty (40) days from the date of receipt within which to give the Owner notice (“Intent to Buy”) that it desires and agrees to so purchase the Offered Goods on the same terms and conditions as are contained in the Offer, provided that:

(a) if the Grantee shall have given an Intent to Buy, the Grantee shall purchase Offered Goods referred to in the Offer;

(b) if the Grantee shall not have given an Intent to Buy within the time provided, then the Grantee shall be deemed for all purposes to have refused to purchase the Offered Goods; and

(c) In the event that each Grantee elects not to purchase or is deemed to have refused to purchase the Offered Goods, then the Owner may accept the Offer and proceed to sell the Offered Goods, but only at the price and on and in accordance with the terms and conditions contained in the Offer provided that, if the transaction contemplated by the Offer is not completed within a period of forty (40) days after the expiration of the last day upon which the Grantee has the right to give an Intent to Buy, then the Owner shall not thereafter sell the Offered Goods unless and until it again complies with the provisions of this Agreement.

3.       Any transaction between the Owner and the Grantee effected pursuant to the provisions of this Agreement shall be completed not later than forty (40) days after which the Grantee has become obligated to purchase the Offered Goods.

4.   The rights granted to the Grantee under this Agreement are personal to the Grantee.  Accordingly, the Grantee may not sell, assign or otherwise transfer any of its rights under this Agreement without the prior written consent of the Owner, which consent may be unreasonably or arbitrarily withheld.

5. No Waiver.  The waiver or failure of either party to exercise in any respect any right provided in this agreement shall not be deemed a waiver of any other right or remedy to which the party may be entitled.

6. Entirety of Agreement. The terms and conditions set forth herein constitute the entire agreement between the parties and supersede any communications or previous agreements with respect to the subject matter of this Agreement.  There are no written or oral understandings directly or indirectly related to this Agreement that are not set forth herein.  No change can be made to this Agreement other than in writing and signed by both parties.

7.   Severability. If any term of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then this Agreement, including all of the remaining terms, will remain in full force and effect as if such invalid or unenforceable term had never been included.

8.   Signature [INSERT] acknowledges that [INSERT] has fully read and understood Agreement. By signing Agreement, [INSERT] agrees to the terms and conditions contained in it.

Signature: _____________________             Date:  _____________________

Title:   ________________________

How to Create a Private Policy?
April 30, 2015
By admin

How to Create a Private Policy?

In light of recent FTC legal developments against the startup Nomi for collecting private data, here is a primer on creating the perfect private policy for your business.

Step 1: WHAT

Determine what information you want to collect. Common information includes Name; Email Address; Mailing Address; Phone Number; and Credit Card Information.

Step 2: WHEN

Determine when you collect the information. You can ask a user to register on your website or join a newsletter. You can also bait them with a white paper.

Step 3: WHY

Why do you want to collect user information? Will you use it to improve the website, customer service, send emails?

Step 4: DEFINE

Define Steps 1-3 into a paragraph. Keep the language simple and honest. The trend is to avoid legal jargon. Tell the user concisely, when, and why you are collecting the information.

Step 5: Payment Card Industry Compliance

If you sell anything online, then you need to comply with the PCI guidelines. PCI compliance means you must scan your website regularly. This includes scanning for malware every so often. For more information:


Not the type you eat. A cookie is a file stored on a user’s computer. This deserves an entire paragraph of two. You need to DEFINE why you need a cookie: Is it to help users? Is it to track advertisements? Is it to compile data that you will use later? Define clearly how the cookie collects the information and why you need to collect information. Also notify users that they can disable cookies.


Do you use third party links? Are you offering third party products or services? Remember third parties have different websites and should have separate and independent privacy policies. Make sure you include a paragraph stating you are NOT responsible or liable for what happens outside your website.


Some websites collect information to sell or trade Personally Identifiable Information. This is a big business. If you sell or trade you need to include paragraphs with clear language stating exactly what information you are sharing and how you share it. I do not advise selling or trading PII. It’s a landmine.


Another optional section, should you run Google AdSense. Google is a third party vendor that uses cookies to serve ads. For more information see:

Step 10: Children’s Online Privacy Protection Act

If you collect information from children under the age of 13 you will have to comply with COPPA. For more information see:

Step 11: Fair Information Practice

Yeah, another agency. Rather than bore you too much you can check out this website: Make sure you have a plan that notifies users if there is a data breach.

Step 12: CAN-SPAM

And another…   Here’s the information:

Step 13: FINISHED?

The above should cover the large majority of websites. However, if you have specific questions feel free to contact a lawyer.

Phone Resources

No Call Lists (Phone):

Before you call a potential client you have to make sure they are not on donotcall list. The first few area codes are free, but there’s a fee for additional. Complaints can result in fines. And repeat violators can face even heavier penalties.

General Liability Release of Claims
May 20, 2014
By admin

General Liability Release of Claims

I, Guttulus, for and in consideration of payment made to me of 1.00 USD, the receipt of which I acknowledge, release and discharge in perpetuity, all agents, employees, successors, and their heirs, and any and all persons, firms or corporations liable, whether named or not, from any and all claims, damages, and suits of any nature, whether known or unknown, fixed or contingent, which I may have including future and resulting claims regarding the following issue:

[You want your first paragraph to be as descriptive as possible.]

[You want your second paragraph to be vague and encompass every possible scenario.]

Payment is made and received to constitute full and complete settlement of the above actions. This Release is whole and contains all terms necessary to be binding. This Release is the entire agreement and no further modifications should be made.   This Release is contractual and binding upon the signed parties. The Release is subject to and governed by the laws of the State of Texas.

The foregoing is agreed to by:


Signature: ____________________________                Date: _____________________             _



Terms of Use Website Template
May 7, 2014
By admin

Legal Information Terms of Use

Ownership of Site; Terms of Use

These Terms and Conditions of Use apply to the Guttulus site at and associated sites. At any time Guttulus reserves the right to change, add or remove portions from the Terms of Use. It is your responsibility to frequently check the Terms of Use. Continued use of the site following a change is implicit acceptance to be governed by the Terms of Use.


Use of the Site

You may not access, copy, monitor, reproduce, or circumvent the navigational structure and/or presentation. You may not obtain or attempt to obtain any materials, documents or information without express permission from Guttulus. You may not gain or attempt to gain unauthorized access to any portion of the site, by hacking, “mining” or similar illegal manners.


No part of the site shall be copied, reproduced, republished, or uploaded, without prior written consent from Guttulus.


Guttulus’s privacy terms is incorporated in these Terms of Use. By using the site you acknowledge and agree that Internet transmissions are never completely private or secure.

Third Party Sites

Independent third-party sites are not part of this site. Linked sites are provided to provide convenience. These sites are not under Guttulus’s control.



Limitation of Liability

Unless prohibited by law, Guttulus shall not be liable to you for indirect, consequential, exemplary, incidental or punitive damages. Guttulus’s liability shall not exceed 20.00 USD.


You agree to indemnify Guttulus, its officers, directors, shareholders, employees, agents, subsidiaries and affiliates, against any loss, liability, claims or expenses.

Governing Law; Dispute Resolution

You agree to be governed by the laws of the United States and by the laws of the State of Texas.

Company Address

Last updated: XXXXX


Copyright Notice Contract Template
April 7, 2014
By admin


Copyright © [Insert Date]

Ownership of copyright

The copyright in this website and the material on this website which includes the text, computer code, artwork, photographs, images, music, audio material, video material and all additional copyrightable material is owned by Guttulus.

Copyright license

Guttulus grants to user a non-exclusive revocable license to do three things. User may view this website and the material on this website; copy and store this website and the material on this website; and print pages from this website. This right is specifically non-commercial in nature. Guttulus does not grant a commercial right nor does it grant rights relating to this website or the material on this website.   Except for the three rights noted above, all other rights are reserved.

No changes

User should refrain from transforming, adapting, editing, changing, publishing, republishing, or distributing information from this website without the express permission of Guttulus.

Legal action

Should Guttulus discover User has violated the above license, Guttulus may bring legal proceedings.

Purchasing Code Contract Template
June 29, 2015
By admin

Purchasing Code Contract Template

Certification of Code Ownership; Intent to Sell; Intent to Build

I. We, the partners of [Insert], own the following code:

1. [Insert]


2. [Insert]


3. [Insert]


4.  [Insert]


II. We, the partners of [Insert], own the following rights to the above code.

1.  The right to reproduce the code.

2.  The right to create “derivative works” based on the code, such as the screen display that the code generates, future versions of the software, or other software programs into which the code is integrated.

3.  The right to distribute copies of the code.

4.  The right to “display” the code, for example by posting to a web site. (17 U.S.C. § 106).

III. We, the partners of [Insert], assert the code is NOT a “work for hire” project for any previous clients and the code is sole property of [Insert].

For the purposes of this document, a segment of software code is a “work for hire” if it is either:

a) A work prepared by an employee in the scope of his or her employment; or

b) a work specially ordered or commissioned for use as [1] a contribution to a collective work, [2] as a part of a motion picture or [3] other audiovisual work, [4] as a translation, [5] as a supplementary work, [6] as a compilation, [7] as an instructional text, [8] as a test, [9] as answer material for a test, or [10] as an atlas, if the parties expressly agree in a written instrument signed by them that the work shall be considered a work made for hire. (17 U.S.C. § 101).

IV. We, the partners of [Insert], assert we are interesting in selling the following rights of the above code to [Insert] or an entity associated with [Insert].  [Insert] is willing to provide [Insert] or an entity associated with [Insert] 60 days to determine whether they are interested in purchase of the code. [Insert] will not “shop” the code within this 60 day period beginning [Insert].  The price will be negotiated.

1.  The right to reproduce the code.

2.  The right to create “derivative works” based on the code, such as the screen display that the code generates, future versions of the software, or other software programs into which the code is integrated.

3.  The right to distribute copies of the code.

4.  The right to “display” the code, for example by posting to a web site. (17 U.S.C. § 106).

V. We, the partners of [Insert], agree to complete the code.  [Insert] agrees to work on the code and provide reporting of work done.  [Insert] or an entity associated with [Insert] will pay [Insert] developers, designers, and other persons between [Insert] US Dollars an hour for work.  [Insert] complete all work on [Insert]’s servers.  [Insert] will pay [Insert] in $5,000 increments.  [Insert] will pay in a ADVANCE.  [Insert] will invoice against work done. Essentially [Insert]will pay a retainer to [Insert] to invoice against.

VI. We, the partners of [Insert], agree that when the project is completed, [Insert] will own the finished works as define below.

A.  Copyright to the finished assembled work of web pages produced by the Developer and graphics shall be vested with the [Insert] or an entity associated with [Insert] upon final payment for the project. This ownership is to include, design, photos, graphics, source code, work-up files, text, and any program(s) specifically designed or purchased on behalf of the Client for completion of this project.

B.  All materials developed under this contract and intended for publication to the web remain the property of Developer until such time as final payment for the work described herein has been tendered by Client. At this time, all materials become the property of Client and may be used by them, as desired.

C.  [Insert] or an entity associated with [Insert] will have complete ownership of the code.  [Insert] will be prohibited from selling or using the completed code once all invoices have been paid.


Non-Disclosure Agreement Template
May 12, 2014
By admin

Non-Disclosure Agreement Template






THIS AGREEMENT (the “Agreement”) is entered into on DATE by and between Guttulus, located at LOCATION, and COMPANY, located at LOCATION.

Both parties will participate in discussions regarding the “Transaction.” Both parties may share certain proprietary information with each other. Based on mutual promises contained in this Agreement, and other valuable consideration, both parties agree to the following:

1. Definition of Confidential Information.

For purposes of this Agreement, “Confidential Information” means any information that is proprietary to either party. This information should not generally be known to the public. A non-exclusive list of possible information follows:

any financial information, or projections, operations, business plans and marketing plans regarding either party, their affiliates, subsidiaries and affiliated companies; customer lists; any invention, design, improvement, technology or method; any trade secrets; and any other information either party would deem secretive in nature.

2. Disclosure of Confidential Information.

When either party discloses confidential information to the other:

Information may be a limited disclosure to either company’s directors, officers, employees, agents or representatives (collectively “Representatives”) who have a need to know said confidential information as it relates to the issue; a reasonable degree of care should be taken to make sure information is not disclosed or leaked; and liability for breach of such agreement remains on the party who breached.

3. Use of Confidential Information.

Both parties agree that Confidential Information shall be used with the sole purpose of establishing a business relationship between the parties. No other purposes are valid. There are no licenses, either expressed or implied, given. Confidential Information shall be used only in regards to business discussions. Modification of either party’s previous existing agreements is not valid. This article is governed by Federal Rules of Evidence 408.

4. Compelled Disclosure of Confidential Information.

When information is compelled, either party may disclose to the extent necessary. Should information be required by the government, judicial branch, administrative order, subpoena, discovery, or any other similar method, disclosure may be made without violating this contract. In the case of a specific inquiry, only the information necessary to answer the question may be provided. In the case of a broad inquiry, the disclosing party may comply with the request by first providing the other party notice of what is being disclosed. In addition a protective order may be obtained by either party upon notice of disclosure. Both parties agree to act in good faith when disclosing Confidential Information. Both parties agree to provide notice if possible to the other of inquiries to confidential information.

5. Term.

This Agreement shall remain for two-years. After such time both party are still obligated to hold in confidence Confidential Information disclosed during this period without time limit.

6. Remedies.

Remedies are available to both parties. Both parties recognize that Confidential Information has value. Many times this value may be intangible. Unauthorized disclosure of Confidential Information may destroy or diminish the value of such information. Such actions are punishable even though damages may be difficult to calculate. Injunctive relief may be sought after to prevent further disclosure of information. In addition, the damaged party is entitled to recover cost and fees, including reasonable attorney fees.

7. Notice of Breach.

Upon breach, breaching party shall disclose how Confidential Information was breached. Breaching party shall make all efforts to minimizing resulting damages. In addition Breaching party shall cooperate with efforts to regain possession of Confidential Information.

8. No Binding Agreement for Transaction.

Neither party is under any legal obligation other than specifically outlined in this Agreement. Both parties acknowledge that they reserve the right to reject proposals or to terminate discussions at any time. This Agreement does not create a partnership, joint venture, or other binding relationship. Should a Transaction result, the Transaction will supersede this Agreement.

9. Warranty.


. Both parties acknowledge that each will endeavor to act in good faith. Neither party shall be liable to the other party for issues not relating to Confidential Information.

10. Superseding.

This Agreement is the entire and whole agreement between both parties. This Agreement supersedes any and all prior agreements or discussions between the parties with respect to the subject matter hereof. This Agreement may only be modified by a written amendment.

11. Choice of Law.

The validity of this Agreement is governed with the laws of XXXX State as applicable to contracts made. The Federal and State courts located in XXXX State shall have sole and exclusive jurisdiction to this Agreement.

12. Reasonable Purpose.

This Agreement is considered reasonable for the purposes of protecting Confidential Information.

13. Delivery.

Notice and communication can take the form of by hand, overnight carrier, email, or certified mail.

14. Personal in Nature.

The Agreement is personal in nature and is not transferable.


The foregoing is agreed to by:

Signature: ____________________________                Date: _____________________             _

Title:   ________________________       ____


The foregoing is agreed to by:

Signature: ____________________________                Date: _____________________             _

Title:   ________________________       ____

Employee Offer Letter Template
May 8, 2014
By admin

Employee Offer Letter Template



Dear Guttulus,

We appreciate your expression of interest in Guttulus LLC (also referred to as the “Guttulus” and/or “Company”). It is our belief that your qualifications, experience, and knowledge would contribute significantly to the success and growth of our company. Therefore, we are pleased to confirm the following terms in connection with your employment with the “Guttulus LLC”.

  1. Position and Reporting. You will serve as the Guttulus LLC’s Senior Designer, in the Guttulus Houston, Texas office. You may be required to travel to the Guttulus LLC’s other offices and such other places such as client‘s locations as are necessary in connection with your performance of your responsibilities hereunder.
  2. Duties. You will be responsible XXXXX, and any other areas of responsibility as determined or assigned to you by the Company from time to time.
  3. Equity Grant. Subject to the approval of Board of Directors, you will be granted the option to purchase XXXXX shares of the Company’s common stock. The option will be subject to the terms and conditions applicable to options, as described in that plan and the applicable agreement, which you will be required to sign.
  4. Compensation. You will be entitled to an annual base salary $XX,XXX which Base Salary shall accrue day to day, be subject to required holdings and paid in accordance with the Company’s normal payroll practices applicable to similarly situated employees.
  5. Employee Benefits. You will be entitled to participate in the various group health, disability and life insurance plans and other employee programs, including sick and vacation time, as generally are offered to similarly situated employees from time to time with a prohibition period of XX days. With respect to vacation, you will be entitled to 2 weeks of vacation per year subject to applicable Guttulus LLC’s policies.
  6. Employment Verification. Pursuant to federal law, this offer of employment is conditioned on your ability to provide satisfactory proof of your eligibility to work in the United States within three days of your first day of work.
  7. Company NDA.   As a condition of your employment with the Guttulus LLC, you will be required to execute the Guttulus LLC Employee Non-Disclosure, Non-Competition, Non-Solicitation and Developments Agreement (the “Guttulus LLC NDA”).
  8. Confidentiality. You will maintain the confidentiality of this letter agreement (and any related understandings, including your compensation arrangements and amounts) at all times and will not discuss such matters with any person other than your spouse, accountant, financial and tax advisors or attorney, except that you may make such disclosure (i) to the extent necessary with respect to any litigation, arbitration or mediation involving this letter agreement, or (ii) when disclosure is required by law or by any court or arbitrator with apparent jurisdiction to order you to disclose or make accessible any information.
  9. At-Will Employment. Your employment with the Guttulus LLC is “At-Will.” This means that you and the Guttulus LLC each have the right to terminate your employment at any time, for any reason, with or without notice.

This letter and the attached “Guttulus LLC NDA” reflect the entire agreement regarding the terms and conditions of your employment. Accordingly, it supersedes and completely replaces any prior oral or written communication on this subject. This letter agreement may not be modified, amended or waived unless in writing signed by both parties. This letter agreement shall inure to the benefit of the successors or general assigns of the Guttulus LLC. This letter agreement is non-assignable except as provided herein.

We look forward to having you join us no later than XXXXX.

Very truly yours,






(Print Employee Name)

Anticipated Start Date:

Hiring a Freelancer Contract Template (Employer Edition)
May 5, 2014
By admin

Hiring a Freelancer Contract Template (Employer Edition)

Freelance Work for Hire Contract


Guttulus LLC

Re: Freelance Work for Hire Contract

Dear Guttulus,

This Work-for-Hire Freelance DESCRIPTION OF JOB Agreement (this “Agreement”) is hereby entered into as of this DATE (“Effective Date”) between the Guttulus and Client noted below, with respect to the Services and Project defined below.

Terms & Conditions


. Subject to the terms and conditions set forth herein, Client hereby engages DESCRIPTION OF JOB to perform, and DESCRIPTION OF JOB agrees to perform, professional freelance DESCRIPTION OF JOB services (“Work”) to be performed on/for the following project (s): projects as needed(“Project”).


. Upon completion, DESCRIPTION OF JOB shall submit the completed Project in written form in format reasonably acceptable to Client. DESCRIPTION OF JOB is obliged to work only on the Project and the Client is not entitled to demand DESCRIPTION OF JOB’s engagement in another project unless or until Client and DESCRIPTION OF JOB enter into a separate agreement to cover such project on mutually agreed-upon terms.



Upon submitting the Project to the Client, DESCRIPTION OF JOB represents and warrants that the Project (or any part of it) is done in good faith. DESCRIPTION OF JOB acknowledges and agrees that if they fail to adequately complete the Project by the due date the Client has the sole right to cancel this Agreement; provided that Client must pay DESCRIPTION OF JOB a reasonable prorated amount of the Fees proportionate to that portion of the Project completed to date. If the DESCRIPTION OF JOB fails to meet the Project deadline, they must contact the Client to request deadline extension at least NUMBER OF HOURS hours prior to the due date. Extension can be granted in Client’s sole discretion.


Client agrees to pay DESCRIPTION OF JOB: $XX.00 per Hour recorded on TIME RECORDING PROGRAM. If the parameters of the Project changes, or if it involves much more time than originally estimated, DESCRIPTION OF JOB will inform Client and they can renegotiate the rate.


  The parties expressly agree and acknowledge that the relationship created by this Agreement is one of Independent Contractor. DESCRIPTION OF JOB is not the insurance employee of the Client. DESCRIPTION OF JOB agrees to be treated as an Independent Contractor for all employment purposes. Payroll deductions, employment taxes and that are subject to this paragraph include but are not limited to FICA, federal, state, and local income tax withholding; state disability insurance; state unemployment insurance; and workers compensation insurance. DESCRIPTION OF JOB shall not hold himself/herself out to the public as an employee, agent, or partner of or with the Client.


. This Agreement will begin on the Effective Date set forth above and shall continue until terminated as provided herein by either party. If either party violates a term of this Agreement, then the other party (the “Non-breaching Party”) may terminate this Agreement, effective immediately upon delivery of written notice of termination.


. All original Work created for this project shall be considered “work-for-hire” performed in the United States of America, as defined under Section 101, Copyright Act of 1976 (USC §101), which states,  A work made for hire is: (1) a work prepared by an employee within the scope of his or her employment; or (2) a work specially ordered or commissioned for use as a contribution to a collective work, as a part of a motion picture or other audiovisual work, as a translation, as a supplementary work, as a compilation, as an instructional text, as a test, as answer material for a test, or as an atlas, if the parties expressly agree in a written instrument signed by them that the work shall be considered a work made for hire. DESCRIPTION OF JOB agrees to assign, and hereby assign, to COMPANY, without additional compensation, all right, title and interest in all creations, inventions, ideas, designs, copyrightable materials, trademarks, and other technology and rights (and any related improvements or modifications), whether or not subject to patent or copyright protection (collectively, “Creations”), relating to any activities of COMPANY that are conceived or developed in the course of work for hire employment. DESCRIPTION OF JOBfurther waive any “moral” rights, or other rights with respect to attribution of authorship or integrity of such Creations that the DESCRIPTION OF JOBmay have under any applicable law, whether under copyright, trademark, unfair competition, defamation, right of privacy, contract, tort or other legal theory.


. This Agreement terminates and supersedes all prior understandings or agreements on the subject matter hereof. This Agreement may be modified only by a further writing that is duly executed by both parties.


. The agreement contained in this Contract constitutes the sole agreement between the DESCRIPTION OF JOB and the Client regarding the project outlined above. Any additional work not specified in this contract requires a separate agreement. All prices specified in this contract will be honored for up to six (6) months after both parties sign this contract. Continued services after that time will require a new agreement.


This contract will be governed by and construed in accordance with the laws of the State of Texas, without giving effect to its choice of law rules


. This Agreement constitutes the entire understanding of the parties. Any changes or modifications thereto must be in writing and signed by both parties.

I, DESCRIPTION OF JOB assert that I have read, understood and agree to the terms of this Work-for-Hire Freelance Agreement.


Signature ____________________________________ Name of Freelancer

Contract Termination Letter/Email
April 7, 2014
By admin

Contract Termination Letter/Email

Termination Letter/Email

*This is often the most important things agency and freelancers forget. Many times a client will continue to ask for modifications months after the project is completed. Sending a termination notice allows you to charge for these modifications without the awkward stage of wondering whether you will be paid or not. A simple email usually suffices.

Dear Client,
This notification is to inform you that we are terminating our services provided by [insert] contract on [date].   The contract and all corresponding services have been completed in full.  This email is notification of such.  No further services will be provided without a new signed contract.

Please note that you have 14 days from [date] to ask for additional modifications under [insert] contract. After this time, you will need to sign a modification or maintenance contract for continued service.

We enjoyed working with you for the past [insert] years, and wish you the best.
Please find our report below.
Sincerely Guttulus




Confidentiality General Contract Template
April 7, 2014
By admin

Confidentiality General Contract Template

Confidentiality AGREEMENT

Date: [INSERT]

Client: [INSERT]




Re: Confidentiality AGREEMENT

It is understood and agreed to that the below identified discloser of confidential information may provide certain information that is and must be kept confidential. To ensure the protection of such information it is agreed that

1. The Confidential Information to be disclosed can be described as and includes:

Invention description(s), technical and business information relating to proprietary ideas and inventions, ideas, patentable ideas, trade secrets, drawings and/or illustrations, patent searches, existing and/or contemplated products and services, research and development, production, costs, profit and margin information, finances and financial projections, customers, clients, marketing, and current or future business plans and models, regardless of whether such information is designated as “Confidential Information” at the time of its disclosure.

2. The Recipient agrees not to disclose the confidential information obtained from the discloser to anyone unless required to do so by law.

3. This Agreement states the entire agreement between the parties concerning the disclosure of Confidential Information.

  1. Any modification to this Agreement must be made in writing and signed by the parties.


, the parties acknowledge that they have read and understand this Agreement and voluntarily accept the duties and obligations set forth herein.

Recipient of Confidential Information:

Signature: _____________________             _   Date: _____________________             _

Title:   ________________________       ____

The foregoing is agreed to by:

Signature: ____________________________                Date: _____________________             _

Title:   ________________________       ____


Domain Name Purchase Agreement Template
July 7, 2015
By admin


This Domain Name Purchase Agreement (“Agreement”) is made effective this [Insert] (the “Effective Date”), by and between [Insert] (“Purchaser”), and [Insert] (“Seller”).

WHEREAS, Purchaser desires to purchase Seller’s rights in and to the internet domain name [Insert] (the “Domain Name”); and

WHEREAS, Seller desires to sell to Purchaser any and all rights it has in and to the Domain Name under this agreement;

NOW THEREFORE, in consideration of the promises and mutual covenants and agreements herein contained, it is agreed as follows:

Purchase and Sale.  Purchaser agrees to purchase, and Seller agrees to sell, assign, transfer, and convey to Purchaser, any and all of Seller’s right, title, and interest in and to the Domain Name including, but not limited to the following:

  1. Any and all rights to own, register, and use the Domain Name;
  2. Any and all registered or unregistered trademarks, service marks, copyrights or other intellectual property or proprietary rights associated with or relating to the Domain Name;
  3. Any and all rights associated with or relating to traffic to or from the Domain Name;
  4. Any and all goodwill associated with or relating to Seller’s right, title, and interest in and to the Domain Name; and
  5. Any and all of Seller’s after-acquired rights in and to the Domain Name.

Purchase and Price.  The total purchase price (“Purchase Price”) to be paid by Purchaser to Seller for Seller’s right, title, and interest in and to the Domain Name shall be [Insert].  The Purchase Price shall be paid at closing through an internet escrow service.

Ownership and Control of the Domain Name.  The parties understand and agree that upon full execution of this Agreement, payment of the Purchase Price as provided herein, Purchaser shall be the sole and absolute owner (also known as the “Registrant”) of the Domain Name and the Administrative Contact, Billing Contact, and Technical Contact (collectively, the “Domain Contact”) of the Domain Name.

Seller’s Representations and Warranties.  Seller hereby separately warrants and represents to Purchaser that: Seller has full legal right, power, and authority to enter into this Agreement and to sell, assign, transfer, and convey its right, title, and interest in and to the Domain Name to Purchaser; Seller’s right, title, and interest in and to the Domain Name are being transferred free and clear of any liens, encumbrances, restrictions, licenses, or security interests; and Seller has no actual or constructive knowledge of any third party claim to any right, title, or interest in or to the Domain Name.

Further Assurances.  Seller agrees to execute registration transfer documents and take any further actions required by the Domain Name registrar after the Effective Date of this Agreement to effect or confirm the full transfer by Seller of its right, title, and interest in and to the Domain Name.

Subsequent Use of Sale.  The parties understand and agree that upon full execution of this Agreement and payment of the Purchase Price as provided herein, Purchaser shall be free to use and develop the Domain Name, or to sell the Domain Name to a third party at any time, all in Purchaser’s sole and absolute discretion.

Entire Agreement.  This Agreement contains the entire agreement and understanding of the parties hereto, and supersedes any prior agreements or understandings between or among the parties hereto with respect to the subject matter hereof.  This Agreement may be amended only by an instrument in writing signed by both parties.

Governing Law.  This Agreement shall be governed by and interpreted in accordance with the laws of the State of California in the country of the United States, without regard to that state’s choice of law principles which may direct the application of the laws of another jurisdiction.  The parties agree that the state and federal courts of California shall be the sole venue for the resolution of any dispute between them regarding the subject matter of this Agreement.

Attorneys’ Fees.  In the event of any dispute between the parties in connection with this Agreement resulting in litigation or arbitration, each party shall be responsible for its own costs and expenses, including attorney’s fees.

Severability.  If any provision of this Agreement is held to be invalid or unenforceable, the validity and enforceability of the remaining provisions of this Agreement shall not be affected thereby.

Counterparts.  This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same agreement.  A signature by facsimile shall have the same force and effect as an original signature.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the Effective Date.


Name:    _____________________ Title:    _____________________

Date: _____________________ Signature: _____________________


Name:    _____________________ Title:    _____________________

Date: _____________________ Signature: _____________________

Credit Card Authorization Template
May 7, 2014
By admin

Credit Card Authorization Template






American Express MasterCard Visa

Card Number: _________________________

Expiration Date: _______/_______/________


Card Holders Name: _________________________________

Billing Address______________________________________


State __________________ ZiP _______________________

Card Holder Phone Number: ( ) ________-____________

Charge Authorized Amount: $ __________________________

Card Holder Signature: _______________________________

Card Holder Name (Print) _____________________________

I, __________________________, hereby authorize Guttulus to make charges to my Credit Card in consideration for products as requested by me.

Todays Date: XXXX

Charge mentioned on statement will appear as “Guttulus Services”

Why Should You Incorporate?
August 9, 2015
By admin

Why Should You Incorporate?

There are many benefits to becoming an entity.  An agency can select from a C Corporation, S Corporation, or Limited Liability Company.  Most incorporation takes place in Delaware, Nevada, or the company’s home state.  Corporations can offer stock options to its employees which serves as additional incentive.  This is especially important for startups since stock options offset lower wages (most of the time).  LLCs are better for smaller agencies who are more focused on the agency side and obtaining monthly invoices.

Before deciding what type of corporation to register you should understand whether you would want investors.  If you are interested in pursuing investors, a corporation makes senses.  Corporations generally have an easier time raising money because they can issue equity easier.  The main difference between a C and S Corporations are tax considerations.

Traditionally sophisticated investors prefer multiple rounds of funding.  The Delaware C Corporation is the best structure for that.

For a closely held company where there are a limited number of investors a LLC or S Corporation is probably the structure you want.

Incorporation pitfalls include: timing and sequencing, the wrong structure, no documentation, and partner issues.

Why Have a Terms of Use?
July 9, 2015
By admin

Why Have a Terms of Use?

First off, terms of use are contracts between the person who operates the website and the person who is using the website.  They are especially important when it comes to wanting to customize or using an API.

A valid contract online requires mutual consent.  A unilateral contract which is a one sided contract has often been found to be unenforceable.  There are two types of ways to gain assent: affirmative and implied.

At a minimal you should have a license to the website to the user.  If you are under a subscription model you should have the terms and prices easily available. Include API terms as well as some legal language around idea submissions.  Perhaps the most important step is to step up rules for your website.

It is important to define what is unacceptable behavior.  This normally includes harassment, obscene language, or engagement in illegal activities.  You should also prohibit uploading viruses, interference with the network, hacking and disruptive activities.

The minimal number of provisions you should include: disclaimers, limitation of liability, choice of forum, choice of law, severability clause, arbitration, termination, amendment, repeat infringement, and service discontinuance.


Different Entity Choices
July 9, 2015
By admin

Different Entity Choices

There are many entities you can choose for your business.

Sole Proprietorship is the most common form.  There is little distinction between the owner and the business.  The advantages are that it is quick, easy, inexpensive, and no tax returns for the business entity.  The disadvantage is you have no protection from liability.

Corporations require certain characteristics including the need for Articles of Incorporation, Shareholders, and policies.  The biggest negative is the double taxation that occurs.  Both C and S corporations have several legal qualities including limited liability protection, perpetual existence, and free transferability.  The S Corporation has further limitations in that there can not be more than 100 shareholders, only one class of stock, and no resident aliens as shareholders.

Limited Liability Company is one of the most popular types of entities due to its pass through taxation, liability protection, and management flexibility.

General Partnerships are entities made up of two or more persons or entities that carry on a trade or business.  Advantages include it is easy and it is a pass through tax entity.  The disadvantage is there is still unlimited liability.


Why Have a Privacy Policy?
April 29, 2015
By admin

Why Have a Privacy Policy?

Some states such as California require websites and online service operators that collect personal information to have a privacy policy.  The website or service operator will need to post how personal information is collected, used, shared, or disclosed.  Different laws may requirement different elements.

To be safe you should try to comply with the laws of all 50 states.  There are also specific laws for certain industries.  Users must be given a choice of whether they would like their information collected.

Your privacy policy should include how you are collecting the information and what specific information you are collecting.  For the most part you want to limit your collection to what you need and no more.  There are many ways to collect information: cookies, registration, contests, and opt-ins.  It is wise to give a brief description of how information is collected on your website.

Additional requirements may include notifying users where the site service is located, notifying users of certain data protection laws may vary by country.  The standard for websites is to use “commercially reasonable measures” to secure user information.

One other thing to worry about is if minors use your website.  The Children’s Online Privacy Protection Act applies to websites or operators directed to children under 13, or those who know they collect information from children under 13.


Sweepstakes and Contests Legal Speak
April 29, 2014
By admin

Sweepstakes and Contests Legal Speak

Running a sweepstakes or contest on social media can draw a lot of attention for you or your client’s business. However, there are several pitfalls you want to avoid.

Many times a sweepstake can resemble an illegal lottery.  A lottery has three parts: consideration, chance, and a prize.  Consideration involves entrants paying to enter, buying something to enter, or use effort.  Chance means it is beyond the winner’s power.  The Prize is something of value.

Prize + chance + consideration means you just created an illegal lottery in all 50 US states.

Prize + chance means it is a legal sweepstakes

Prize + consideration means it is a legal skill contest

In the legal sweepstake you must not have consideration.  Consideration can be either monetary or non-monetary.  Monetary consideration includes purchase of a product.  Non-monetary requires the entrant to use effort to enter the contest.  Tweeting, referring a friend, or downloading an app for your phone are not consideration. While completing a long survey could be consideration.

In a legal skill contest chance should be limited.  Most states will accept some chance element.  The skill must be a “bona fide” skill and there must be adequate standards. As a trivial question, if there is a tie, then skill must determine the winner not chance.  A “bona fide” skill means that people who are skilled have a clear advantage over people who are not skilled.

I would suggest you include at least these three sections in any sweepstake or contest: void where prohibited, no purchase necessary, requirements for entry, where to find a complete set of rules, and when the contest will be over.

Domain Names
April 29, 2014
By admin

Domain Names

Domains names can conflict with trademarks. Owning a trademark does not entitle you to buy the domain. Where there is trouble is when someone is cybersquatting. Here you have to be careful. Courts have held that intentionally registration a trademarked domain with intent to sell to the owner of the trademark may constitute trademark infringement. The other big issue is dilution which means the owner of the domain is hurting the reputation of the trademark. The trademark must be famous for this to be actionable.

Defenses against cybersquatting and dilution include that the trademark was never used in commerce. If the trademark is not being used commercially, then there normally isn’t a viable claim. Some courts will consider a minimal connection. The best defense is fair use. Fair use is any noncommercial use, news reporting, criticism, parody, caching, or use other than for a mark.

As a side note “misspelled” domain names falls under cybersquatting or dilution depending on how it is used. Just because a domain is misspelled does not give it more protection than an infringing domain that is spelled correctly.

Trademarks Use in SEO and PPC
April 29, 2014
By admin

Trademarks Use in SEO and PPC

Trademarks are words, symbols, designs, sounds, and even colors (Tiffany’s Robin Blue is a Trademark). The idea behind a trademark is that it identifies the goods as yours. The customer’s perception is the most important. The goal of trademarks is to help consumer confusion on the origin of the product they are buying. If the consumer is confused, it is evidence trademarks are being violated. For online, the common law rights govern. Act like it is yours, and if no one speaks up, then it is yours. Registration will help with litigation.

There are two steps to suing. First you have to prove you have a protectable trademark. The trademark should be distinctive. Ideally a consumer will be able to connect your company to the trademark. The trademark cannot be generic and ideally should be something called “fanciful.” Fanciful means it is uniquely used and is not generally associated with your product. The legal test is “likelihood of confusion.” Would the consumer be confused?

My understanding of the trademark laws in this area is as long as you are not deceiving the person who is clicking the ad then you will be okay. If the consumer feels they have been tricked or clicked the ad expecting something different due to the use of a non-owned trademark, this is strong evidence that the trademark is being infringed.

The same goes for SEO. If you are targeting a trademark and the domain/look of your website feels like the trademark owner’s website this may be evidence you are infringing. Targeting keywords via SEO is a little grayer than PPC but the general principle of whether the consumer was confused holds true.