By: CSIA Attorneys, Mark Voigtmann and Brian Clifford
The start of a new year presents a great opportunity to conduct a self-audit of the “legal health” of your company. While the legal health of your company has much to do with its culture and people, your company’s legal documents provide an important look into how you manage your relationships, both internally and externally. Take the time to evaluate the following documents (or the lack thereof) to start 2019 off strong:
- Terms and Conditions - Every automation company should have its own standardized set of terms and conditions. Unless you are negotiating a standalone agreement with your customer for each project, your terms and conditions fill in the key provisions of your work. While a customer’s own terms and conditions or purchase order may “knock out” some of your terms, they are still important to have. Review your terms and conditions to ensure they accurately reflect your business and that they make sense to you - if they don’t make sense to you, they won’t to the customer. If your terms and conditions could use a refresh, use our free or reduced fee terms and conditions update under the CSIA Legal Plan.
- Employee Handbook - No matter how large or small your company, an employee handbook is an indispensable human resources tool. Has a personnel issue arisen in the past few years for which you haven’t had an answer? Revise your employee handbook to make sure the issue is covered. Ensure your employee handbook is current and up-to-date with evolving state and federal legislation on issues such as leave of absence. If you do not have an employee handbook, the CSIA Legal Plan offers the creation of an employee handbook for a flat fee.
- Intellectual Property Schedule - For many automation companies, some of the most important assets are its ideas. Your company should maintain an intellectual property schedule of its inventions, business methods, patents, trademarks, and copyrights. Having such a schedule makes negotiating contract provisions regarding foreground versus background intellectual property much easier. Knowing exactly what intellectual property you own prior to entering into a contract will help you identify what will later be owned by or licensed to a customer.
- Confidentiality Documents - As the prevalence of non-disclosure agreements continues to grow, many integrators find it beneficial to have their own form of a non-disclosure agreement. Such confidentiality requirements should also be part of any employment agreement - customers frequently ask automation companies to hold their employees to the same standard of confidentiality agreed to by the parties. Additionally, a confidentiality stipulation should be included in any non-compete agreement to prevent a departing employee from sharing your company secrets with his or her new employer.
Of course, this isn’t even close to an exhaustive list. We hereby leave it to you (with the help of your lawyer, of course) to evaluate the entirety of your company’s legal documents.
Mark Voigtmann and Brian Clifford are partners in the industrial construction and automation practice at Faegre Baker Daniels LLP, a full service law firm. Faegre Baker Daniels is legal counsel to the CSIA. Mark and Brian can be reached at Mark.Voigtmann@faegrebd.com and Brian.Clifford@faegrebd.com.