 Well, yes, so my name is Lashika Phillips. I am the Director of Equity, Inclusion, Diversity and Culture at TechSoup. And I'm so, so very excited to have this event. I just want to let you all know that first of all, our motivation behind this event, I have to mention, if you aren't aware, I encourage you to take a look at TechSoup's mission. Our mission is to strive for an equitable planning. So with that in mind, a couple of years ago, TechSoup made commitments to actively listen and develop opportunities and resources for those communities most impacted by systemic racism and injustice. So this event is actually a result of collaboration with our legal team and our Black Allies Affinity Group. And so this is just an example, just one of many examples that I'm very proud to be a part of TechSoup, but I also think this is a great example of how we at TechSoup are going beyond just checking a box. A lot of organizations made a lot of commitments and said a lot a couple of years ago, and we look at where they are today. And I can only speak to what TechSoup is doing. And this is us keeping our promise, keeping our commitment. And one thing I have to mention before I hand this over to Deanna, and that is all our welcome. Yes, we have identified and made this specific because of that reason, because we have identified that folks in that community have suffered from an impact, greater impact in terms of systemic injustice and racism. So there will be other events in the future and all are welcome, all are welcome. I know that this content will meet all nonprofits needs. I know Deanna is going to, I've already seen the content, so I already know. I'm no spoiler alert, I am not an attorney. So over to you, Deanna, and thank you again for putting this on. And thanks again to our Black allies and our legal team for collaborating for this event. Thank you so much. Thank you, Lashika, and thank you for inviting me to do this. I'm honored. Aretha, I think, were you going to go through? Yes, so you all know that we are on a Zoom meeting, not on a webinar, so I would love if you would keep your microphones on mute. I know some have accidentally hit that unmute button, but please keep your microphones on mute for the quality of the recording. If you have a question, just put it in the chat room. We have other members of the legal team that's in the chat. Deanna's going to be asking questions at the end. This is being recorded, so it will be sent to you along with the slides within 48 hours. And thank you so much, Deanna, for being here. Okay, I'm going to go ahead and get started and I'll start by saying I'm pretty nervous. There are over 400 people who have RSVP'd for this talk, which makes me nervous, but also makes me really excited because that means that TechSoup is going to hopefully reach a lot of organizations and I hope you find this really valuable. I am Associate General Counsel with TechSoup and someone who you're not going to see, or well, I guess you'll see in the pictures who is essential to this is Greg Whitten. And he is going to be monitoring the chat for me and he's going to be responding to some of your questions and some he's going to leave for me at the end. He's been in practice for eight years with a legal practice ranging from public policy administration to in-house counsel, advising and operational process building. And prior to coming to TechSoup in September of 2021, just a month before I did, he worked for a charter school network in Brooklyn and the New York City Department of Education providing contracting efforts with their existing programs and partnerships. I came from state of Indiana government and where I was for about 16 years and the majority of the work that I did was drafting and negotiating contracts and I was also pulled in to teach both attorneys and non-attorneys how to review and negotiate legal contracts. So that's part of what I'm going to be presenting to you today. My presentation is going to be about 30 minutes long. I want to leave plenty of time at the end for Q&A. And like I said, Greg is going to be answering some of those questions and some of them he'll be leaving for me. You're welcome to use the raise hand function but that is probably not going to get my attention. I'm not great at monitoring that while I'm talking but we will have the chat function available for you. So today I'm going to talk to you about key considerations for contracts, what to look for and how to draft contracts for your nonprofit organization. And it wouldn't be an attorney presentation if there wasn't a giant disclaimer before I started. So I'm going to read this to you real quick. This session is for informational purposes only and is not intended as legal advice. Always consult competent legal counsel to learn how relevant laws apply to your organization. TechSoup makes no representations or warranties about the accuracy or suitability of any information presented in the webinar or any related material such as handouts, presentation documents and recordings. The views expressed by speakers or other third parties are those of the speaker or third party and not necessarily of TechSoup. Participation in this webinar does not create an attorney-client relationship. And part of that disclaimer is really going to tie into what I'm talking about today. I said always consult competent legal counsel to learn how relevant laws apply to your organization. And there are several reasons for this. First, laws can vary a lot depending on where you're located. And also, assuming that you have worked together before, your legal counsel is gonna be in the best position to know about your specific business and situation. And you are going to be in the best position to help your legal counsel by highlighting what is most important to you. And we're gonna cover that today as well. So the three things we're gonna talk about. First, we're gonna do an acting out exercise. Then I'm going to cover common contract terminology and then essential contract information. So we'll start with the acting out exercise. And for those of you who came into the Zoom a little early, you may have seen my husband dragging the dogs out of here. Animals are not welcomed during the presentation, but one of the things that I do is I volunteer for a nonprofit. I provide not just fostering of animals, but pro bono legal services to several animal nonprofits. So what I'm going to be doing today is working through an acting out of a contract and we're going to talk about an animal surrender. So when someone has a pet and they want to give it to the rescue for whatever reason, because this is a method that can help you get the best results from your contract, which is acting them out. So what do I mean about acting out a contract or thinking it through? For most contracts, you're gonna consider four things and find solutions to address these issues. The first is, what do you know about your contractor that may impact a contract? And when I say contractor, I'm pretty much talking about the other person in any kind of agreement. It might be an individual, it might be a company, a fellow nonprofit, a consulting firm, a government agency, just anyone who you're going to enter into a written agreement with. Next thing we'll look at is what typically happens when you have projects or services covered by the contract. And then can this be a template? Is this is something that you do repeatedly or are there special cases? And finally, how will you get buy-in from your contractor? So we're gonna start with, what do you know about your contractor that may impact a contract? So the things we know about our contractor, again, using the example of someone who is giving up their pet to an animal rescue. The first is their attitude. Are they gonna be a willing partner? Are they unhappy about what they're doing? How will their attitude or mood impact the agreement? I know that someone is losing a pet. They're usually angry or sad about it. It can be a very difficult decision. And so people aren't really feeling it to sign a surrender agreement as they're handing over an animal. So this is where we might have them sign it before they physically surrender the animal to us. And then is the contractor actively involved in drafting or reviewing the agreement? In our situation, no, because it's just gonna be a standard change of ownership for the animal. But with other agreements, it can be really helpful to get them to sign something if they have had an active part in drafting the agreement or they've at least felt like they got to participate in giving their feedback. The next thing to consider is technology. Do they have the requisite technology and skill to review the agreement in the way that you're presenting it to them? This is something that I learned the hard way when I started providing these contracts as I provided everything in Microsoft Word. But it turns out that a lot of people who are surrendering animals, if they don't have a desk job, they don't have a Microsoft Word. They may not even own a laptop. So the best way for them to fill out an agreement and to see an agreement was actually to use Adobe and make sure that it was optimized for cell phones so that people could look at the agreement and sign the agreement on their phone. And then DocuSign is another application that you can use where it's very easy to click through even on a mobile device to review a document and to sign it. And then finally, legal ability. Are they attorneys? Do they have legal counsel? Are they a business or an individual? Here, people who are giving their animals to an animal rescue typically aren't attorneys. We want to make sure that our agreement is very to the point and very clear and easy to understand because they're probably not going to have the time or ability to take the agreement to legal counsel and have them review it before they surrender their animal to us. And then the next question is what typically happens when you have projects or services covered by the contract? So here we're gonna think about the good and bad things that typically happen when someone is giving up their pets. And you might hear some paper shopping because I'm old school and I can't do the two screens so I've got my paper handy here. So what typically happens with an animal surrender, people will change their mind. They will think that they wanna give up the animal and then a couple of days, weeks, even hours later, they'll say that they want the animal back. So our solution is to add a clause in our agreement so that it states that anyone who wants an animal has to follow the usual adoption protocols and pay the adoption fee before getting the animal back. So we're gonna try to anticipate what's gonna happen in the future and we're gonna make sure that our agreement covers that thing that we think is probably going to happen. Another thing is the animal that they're surrounding probably prefers its own food and its own toys embedding. So we're gonna put space in the agreement for the person who is surrendering the animal to say either what food they're giving them or agree to give us the leftover food that they still have because that's beneficial to the animal. Our next question is, can this be a template and are there special cases? So it's my understanding that a lot of you don't have legal counsel on staff. You're probably either seeking pro bono, which is free or reduced cost legal services or you're engaging an attorney as little as necessary to be able to get things done. We all wanna be very mindful of our budgets. So if there's something that you're doing over and over again, a template can be really great so that all you have to do is fill in the blanks when it's work that you're gonna be doing repeatedly. And then are there one or two special cases to consider? Again, going back to our example of someone who is giving up their animal to us, sometimes there are situations where it may be only temporary. So we would want to talk to our legal counsel about how much of the regular surrender application will work and then what parts do we need to change just for the special part. And then the nice thing is once you have an understanding of what parts of your template you can freely change that's gonna save you a lot of cost and time, you wouldn't have to get legal review every single time you're doing that kind of agreement. And then finally, how are you gonna get buy-in from your contractor? Buy-in is critical. Ideally, you don't want someone providing a service to you or receiving a service from you only because they're legally obligated. You want them to want the relationship. So you want to make sure that you're providing the information they need to understand the value of what you're providing. And again, going back to our example of someone who's giving up a pet, some rescues will charge a surrender fee and people don't understand that. They think, well, you're getting an animal and that animal has value and you're gonna have an adoption fee and doesn't it all even out? But it doesn't, we have to put the animal in quarantine for a couple of weeks. We have to have an initial vet visit. We're probably gonna have to have food for the animal. So providing that information helps for buy-in. It helps people to feel more comfortable about entering into this agreement where they are surrendering their pet. And you can put that in an agreement, but it isn't needed there. And it can sometimes make your agreements really big and cumbersome. So you may wanna have explanatory texts that could go in an informational sheet on your website and social media posts or just in the process of talking about the agreement with the other party. Next I'm gonna talk to you about common contract terminology. I think a lot of these are gonna be words that you've heard before, but may not completely understand them. So one is data privacy and GDPR, something that I barely understand. Data privacy clauses explain what the parties mean by data. They talk about who can access what and what they can do with it. And the US lacks a comprehensive data privacy framework which results in a patchwork of laws that vary state to state. And if an agreement is between a US entity and a European Union entity, GDPR will apply. That's the law that requires very strict compliance for the sharing of a person's information. Next is a hold harmless clause. And this clause, I'll just be using party A and party B. For an example, this clause releases party A from liability for what happens to party B. And that's usually unless it's some kind of intentional act. So hold harmless clauses can be for the person receiving or providing the service. A couple of examples of how a hold harmless clause might work. Let's say you're providing a service of providing a venue space. So you may want a clause so that the renter holds you harmless if someone is injured on your property in the course of the agreement, that rental agreement. And then as someone receiving the service, let's say the contractor is replacing your roof. You may want a clause that you are held harmless if someone is injured in the course of replacing your roof. And that could go to making sure that your contractor has workman's comp or has a sufficient bond before they do any work on the premises. Next is indemnity. Indemnity is where party A protects party B from some kind of financial loss. It might be limited to party A's intentional or illegal acts. It can be one way or it can be mutual. And this comes into play with third parties. So here's an example. You hire someone to produce a promotional video for you. The agreement says that the producer is going to indemnify you. And then later someone sues you saying this video includes footage of them without their permission. So the producer is going to be responsible for that litigation and potential liability, not you, because that producer has indemnified you. And then finally, limitation of liability. This sets out, party A sets out the scope of its liability to party B. It could be limited by dollar amount, a type of actions for which party A is liable or the type of damages that party B can collect. I have a few examples here for you. So for dollar amount, and this happens fairly frequently in a limitation of liability, the agreement may say that the contractor is only liable for the amount that they have been paid or are due to be paid on the contract. So if it's $5,000 contract, they're not gonna be liable for any more than $5,000. It could be a specific dollar amount, regardless of how big the contract is, it could say something like the contractor's only liable up to $10,000. For actions, it could say the contractor's only liable for intentional or illegal acts. And for damage types, it could say something like the contractor isn't liable for consequential damages. And when I went hunting for a good definition of consequential damages, I actually saw a lot of trending tours instead of using these legal terms for indirect damages, consequential damages that mostly people and quite honestly, most attorneys don't really know the difference between. It looks like the trend is to be more specific with your limitation of liability instead of using those broad kind of terms. So you might be better off with language like we are not liable for lost profits. We're not liable for attorney's fees or for lost wages. And again, this is where going back to that acting out exercise can help. What do you anticipate could go wrong? Where could you be liable? Where could someone think you should be liable? And then make sure that you contract to address that issue. And for all of these clauses, this is something where legal counsel would be a very valuable resource at minimum to provide some general boilerplate for you to use. And it's also useful to check your insurance policy. There are some insurance policies that will not cover indemnification or it would be very useful to know your insurance policy is only for $1 million but the limitation of liability is for $2 million. Then you're gonna have to make a decision. Do you wanna up your insurance? Do you wanna change the limitation of liability clause? But it helps you think through those issues. Two more terms. One is termination for default. So this gives party A the ability to terminate because party B failed to do something material that was required in the agreement. And they didn't cure it after party A gave them notice and a reasonable time to fix it. So let's say it's for trash service and trash is only getting picked up from one dumpster in the parking lot and not the other dumpster. So party A would have to tell party B that this is happening, that they're supposed to get both dumpsters but they're only getting one. And then party A would need to give party B a reasonable amount of time to cure the problem which is fix it, fix it so that it stops happening. So if party A says, hey, you're not getting a second dumpster and whatever it says in the contract might say you have 10 days to cure or 30 days to cure. Let's say 30 days pass and they're still not getting that second dumpster then you're looking at someone who has defaulted in the contract because something that's very material, a really important part of the contract isn't getting done. And that would give party A the ability to just end the contract entirely. And a couple of things you can consider is if the contract is for more than one service do you want the ability to just cancel part of the contract? Maybe this company was picking up both your trash and your recyclables and they do just fine with the recyclables. You don't have any complaints on that but you don't want them to continue doing your trash service. So it may be worthwhile to make sure that your termination for default allows partial termination. And the other thing is, is the termination mutual? It seems like a given that either party could terminate because the other party isn't doing what they're supposed to but every once in a while you will come across an agreement especially when it's a party receiving goods or services where only one party has the ability to terminate for default. And that is something where if it was my agreement I would always push back to have the ability to terminate for default. And the other kind of termination is termination for convenience. And this is where party A has the ability to terminate for any reason regardless of what party B has done or hasn't done and I call this that it's not you with me termination because this clause can be used when party B's behavior isn't quite default but it's not great. Or it could be that party B is still fantastic but party A has run out of money. They've decided to go in a different direction. They chose to cancel the project or pretty much any other reason. And can you have both? You can. Sometimes it will be the same amount of time. Sometimes you may have a longer termination for convenience clause where termination for default might be 30 days and termination for convenience would be 60 days. So when you're trying to decide which termination to use you wanna think about what do you want to do after the contract is over? Do you want to preserve the relationship? Then it may make more sense to do a termination for convenience. Do you think that you may want to enter into litigation because of the problems that happened then maybe it makes more sense to terminate for default? Let me change my page. Let's all stuck together. And then we'll go on to essential contract information. So consideration and payment schedule. The first thing you learn in law school is you can't have a contract without consideration. You're giving me something and I'm giving you something in return. It's what you're giving exchange for the goods or services that you're receiving. So under consideration, you wanna make it clear how much is going to be paid? Is there a cap on how much is gonna be paid? And is there maybe like some up to language where it's needed? So let's talk about an hourly contract. If you say, we will pay you $50 an hour to do X. Okay, we know it's $50 an hour but how many hours per week can I bill and how many total hours can I use? Those things should be thought through. And also, will I get paid for 40 hours a week? Regardless of whether I do 40 hours of work or will I only get paid for the number of hours that I'm actually invoicing for? So thinking through exactly how those payments are gonna work. And then pay should be based on the amount of work done, not the amount of time elapsed because let's say that you have a one year project, what you don't want to happen is that you've paid them 75% of the money but they've only done 50% of the work. It doesn't really incentivize them to finish the project for you. So instead of paying them quarterly, maybe you wanna pay them if they're four milestones, you pay them a quarter of the total amount after each of the four milestones. Next is duties and deliverables. Is it clear what's expected of each party? Is it clear what the contractor is providing and what the recipient is receiving? And does timeframe matter? And if it does, do you have timed milestones that are clearly established? Because you wanna make it very clear what you're actually receiving from this contractor. And then finally, notice. So how do you want to receive notice? We still accept notice by facts. Most of our people are not in the office but we do have at least one person every day. And so they have the ability to check our fax machine and see if we received any notices that way. Maybe you don't have a fax machine or maybe you do and no one ever looks at it. So maybe notice by facts wouldn't make a lot of sense to you. And then also, what is your backup plan in case personnel changes either on their end or on your end? I know that with our agreements, we have a generic email that goes out to the entire legal team. So even if I'm the main point of contact, it will go to everybody so that if I'm not available or if I stop working for TechSoup, there's someone still here that's able to receive that notice and deal with it. Next is term and survival. There should be a clear start and end time for the agreement. And the end time doesn't have to be a date. It could be if there is a seminar, it could be it's over when the seminar is complete. And you also wanna consider whether it makes sense for the term to automatically renew and there are pros and cons to this. So if it is an essential service and you're worried that if you forget to renew it or extend it, you're gonna lose this essential service, then it might make a lot of sense to have something in there that auto renews. And that means it may say that the contract ends December 31st, 2023. But if you don't give notice a certain number of days ahead of time, it'll automatically extend for another one year period and then another one year period after that. But there's a downside to that. If you have a very large nonprofit or you're very siloed where not everybody knows what other people are doing, you wanna be careful with agreements that auto renew and I'll give you an example from my last job. We had a water cooler, like the old school water coolers that have the big jug of water on top. And we wanted to switch to a different vendor. No one could find the agreement. No one had any recollection of who had signed it, where they had saved it. There wasn't a contact number on the water bottle for someone we could call. So we didn't even know who we were contracting with. And thankfully someone found the agreement way, way in the back of a filing cabinet somewhere. But who knows how long we could have been paying for that without anybody knowing or without the ability to cancel a contract. Next is data protection, confidentiality and intellectual property. So we talked about data privacy clauses. They should explain what you mean by data, who can access what and what they can do with it. But they should also identify what's confidential. And if there's data that's going to be created, then intellectual property clauses are helpful to understand who is going to own any new creations. So for example, let's say that a contractor is creating a targeted listserv for you to use for marketing. Are you going to be the sole owner of this list at the end of the agreement? Because if not, is your contractor prevented from selling that exact same list to one of your competitors? So this is where intellectual property matters because you want to know who's going to get the stuff and what are they going to do with it? And then overall, does it all work? Can I do everything I say I can? And do I understand what I'm signing? So does it work? Has the agreement been reviewed by every affected department, the team doing or receiving the work, but also accounting, legal, risk management? Does it work for everyone who's going to be affected by this agreement? Next, can I do everything I say I can? Have I run this by every person or department that's going to be obligated by this agreement? I received an agreement recently where it said you can have the service, but you will market it for us. I don't market, I do no marketing. I don't know if we can market. So I had to go to the people who would be doing that to make sure, yes, they can actually do it before I agree to this. And then this is another place to think about breach. What circumstances might make you or the other party breach? And what protections do you have in the contract or within your organization to ensure that that doesn't happen? And again, going back to that, acting out the contract, thinking through what is in this contract that we may not be able to actually fulfill or what's in the contract that we think the other party might not actually be able to fulfill. And if that happens, what are we going to do about it? And then related to that, are they doing everything I want them to? Do you want them to have extra protections through an insurance policy, indemnity, things like that? And then finally, am I allowed to sign this? Does your nonprofit have a written or unwritten policy making clear who is allowed to sign things for your institution? You wanna make sure that the person signing the agreement has the authority to do so. So to wrap things up, there's a little contract review checklist. The first is, are all relevant attachments included? Does your agreement refer to any kind of attachment? And if so, is it there? Or do you have an attachment and you haven't referenced it at all in the agreement to explain how that works? And similarly, there will be agreements that might say, for data privacy, see our privacy policy at, and then it'll give you a website. Does that website actually work? Does it go to the place that they say it does? And then did you actually go to that website and review it and make sure you're okay with those terms? Does anything conflict and is the math correct? So for... Oh, looks like we have somebody that accidentally came off a mute. So legally, that's the... Aretha, do you have the ability to mute all? I'll take care of it. Thank you. So does anything conflict? I recently had an agreement that... There we go. I recently had an agreement where part of it said that there would be two invoices. One, one half the work is done and one at the end. But then under our payment schedule, it said there will be one payment. So these things conflict. Is it that we want two payments and two invoices or is it that we want one invoice and one payment? And then is the math correct? It sounds silly, but that is one place where you can have a lot of hiccups, especially if you have a lot of goods that you're purchasing. You wanna make sure that all of that math is right and that you're paying what you're supposed to pay. And also just internally, are you receiving everything that you need to receive? Do you have 30 people in your organization? But the agreement says you're getting 28 copies of software. So looking at all of those numbers. Next is, are each party's responsibilities clearly identified? Look for passive voice. If you see something that says like staff will be trained. Well, who's going to train them? It's better to say something like TechSoup will train the staff so that you're very clear. And going along with that is the language clear. You can do a search for they or it and make sure that the entity is clear. I wrote up a sentence, TechSoup shall inform contractor of the insurance limits and they shall secure the policy. Well, who do we mean by they? Do we mean that TechSoup is going to secure the insurance policy? Do we mean contractor is going to? So any place that you have they or it, it's probably helpful to replace that with the party who's actually doing it. And then finally, is there anything that you don't understand? Ask for clarification. Don't assume that it's okay. And that clarification could come from your legal counsel. It could come from the other party. That's something that I will do when I am working on an agreement is if the other party says, I'd like you to change the language to look like this. And if I can't understand the purpose behind the change, then I'll ask. And if they can explain the purpose behind the change, then I'm gonna say, yeah, I'd rather just leave it the way it is. So that is the end of my presentation. And as promised, I've left you just under 30 minutes to get your questions answered. And there will be a handout that you guys will be receiving that covers a lot of what was included today, along with some resources to find pro bono assistance. So I'm gonna start with some of the questions that have already been submitted. If a lease has been signed for a facility, can we terminate the contract agreement if the facility is not available for use on the date indicated in the lease? Our favorite legal answer that nobody likes is it depends. But it is going to depend for that one because it's going to matter what your agreement says. Does it say that there's a leeway on when they're moving in? Also, pre-pandemic, I wouldn't assume that there are any local laws or ordinances that would apply. And I think a lot of the COVID protections have gone away, but there may still be things that apply there. So it would be worth looking at any local ordinances to see, especially if they're not available yet for COVID related reasons, there might be some kind of legal reason that they're allowed to have a little bit of extra time. But otherwise, yeah, you don't have to, or I'm sorry, you could very likely be able to terminate the agreement in that case. The next one is, are there key contracts that nonprofits should have on hand for running basic every day? I would say that there are, there's some key boilerplate that you might want to have on hand, but having key contracts, it really runs the gamut depending on what exactly your organization is doing. But it absolutely is worth sitting down and talking about some of those clauses in general. In general, are we ever going to be willing to indemnify someone? In general, are we ever going to hold someone harmless for some kind of behavior? And knowing what your nonprofit is willing to do, and especially assessing risk is something that you can do ahead of any agreement. Looking at, do we have a strong insurance policy for data protection? Do we have good data protections, both in our IT security, but also just internally and how we're handling things? Do we have good processes as far as only need to know when we're dealing with sensitive data? So those are some things that you can do ahead of time without having any agreement in place. Let's see, where can I locate a nonprofit lawyer or a nonprofit legal counsel in my state that is pro bono or not? I'm having trouble locating a lawyer in my state of Georgia that is an expert in nonprofit laws. For one thing, if you can't find it under nonprofit laws, it may be helpful to look for a tax attorney because a tax attorney is gonna have a lot of information about nonprofit tax and that's probably what you're going to be the most concerned about is making sure that you're not entering into an agreement that's gonna harm your nonprofit tax status. And there is an organization, and of course it slips my mind, but it is in the handout that I'm gonna give you, that is an organization for nonprofits and it has multiple links to different nonprofit organizations that do provide pro bono services. And also depending on the state you're in, some attorneys are now required to provide a certain number of hours of pro bono services and some just choose to as part of their practice. So contacting some of the bigger law firms and asking if they have pro bono counsel is something that you could do. Same need in Texas and same answer for that, which is checking, it sounds kind of silly, but just Googling nonprofit or I'm sorry, Googling pro bono services and putting in your state can pull up a lot of information. You can also contact your local bar association to see if they have any resources for you. Are there funders you know that fund black lead nonprofits? I don't know specifically if there are resources offered. We have a question. Hi Diana, it's Martha. I'm also gonna help you. I feel like you're navigating these alone. I'm gonna, I'm gonna read out, I'm gonna skip through them because I also, I put a link in the post as a potential promising start for funders of black lead nonprofits. So next question is from Quideer Porter. Apologies if I mispronounced your name. What are some measures a new nonprofit can take in protecting client confidentiality? And I can take that one. Part of it is the concept of need to know. If you have people that don't need to know the information, not providing it to them depending on if you are in a physical location or if you're offsite, that could be electronic barriers like having your information in OneDrive where it's only shared with a certain number of people or if you're in person, something that my old office did is everything that was confidential was printed on green paper. So it was very clear that there was confidential information on it. And then also within agreements again, need to know is what your vendor doing? Do they need to have access to that confidential information in order to provide the service? If not, don't give them access. Those would be the starting points for how to protect it. And the other thing is you wanna identify what is confidential information. Going back to my example of the animal rescues where I volunteer, we will sometimes receive pets that are a domestic violence survivor is surrendering their pet because they want to go into a shelter and they can't take their animal with them. So it is our policy to immediately change the name of that animal. And oftentimes we will even swap it out with a different animal in a different location. So if we receive an animal that day, it may be on a transport to Kentucky by that night so that we have preserved that person's confidentiality by not even posting information about their pet. So you'll wanna think about what are we protecting? And then do we have any kind of novel ways to protect that kind of data? Good, good, good thoughts. And I jumped over actually Juliette who asked, what is, this is a tricky one. What is the best way to protect oneself from a rented space where the landlord never gives a contract? Leave and find a landlord who will. There actually could be requirements in your state to have an agreement. I know that in Indiana, not necessarily for that service but for goods and services over a certain dollar amount, you're required to have a contract and there are financial penalties if you don't. So the first thing I would do is look into do they have to have an agreement? And in Indianapolis where I am, our city actually requires landlords to provide certain things and one of the requirements is to have a written lease. So start hunting around not just statewide but locally to see if there may be some laws that require them to have an agreement. Good answer. And there are some questions about templates and there are some good links posted in the chat in response with some good legal templates that people can use. And I, there is a, okay, here we go. Another tricky one, are nonprofits legally obligated to post information about background checks? Interesting, not entirely sure. Yeah, I mean background checks meaning like weather and Rhonda, feel free to come off mute and clarify a little bit such as background checks like whether background checks have been conducted or whether background checks will be conducted or the results of background checks. Yeah, and I- Correct, kind of all of the above. But I guess most specifically if you are required to release that information. Okay, so on a specific person. Correct on individuals. Okay. I don't know the answer for sure. My best guess, which is just a guess is that you are not obligated to release that information but you would want to be very careful who you're sharing that with and what you're doing with that information because you don't wanna open a liability for liable or slander. Right. So, but I think it can be very helpful if you do routinely run background checks to post just the fact that you do it, the things that you check for, how frequently you do it and who it applies to, does it apply to all of your employees, just your employees who work with children, just your employees who work on the financial side. So transparency is almost always going to be your friend. Got it. Thank you. And Martha, do we have? Yeah, you know, I, oh, here's somebody who's asking about getting approved with TechSoup. That is not exactly within the ambit of this discussion. Deanna actually is one of our attorneys so she is not on the team that does validations. That's okay. I will, we will look into it right now. If I'll connect with you, Barry, off in private message. Thank you for that. Thank you, Lishi. Go team. It's really great that we have other people on here so that you guys can get all of your questions answered. And I see if you create some kind of event with photographs or other content that involves individuals and want to protect yourself when sharing these photos, what category does that fall under? One, there are both state and federal laws that may apply here. And one thing is you wanna be very careful about anything where you're capturing the likeness of a minor, which is ages 13 and younger for purposes of federal law, I believe. So having signs up that make it very clear that you're going to use promotional photography, even maybe having written waivers that you have people sign is useful. And then as far as protection when you're sharing those photos, that would be more of a techie question of what you can put in the background or what kind of watermark you may wanna put on there so that the photos still look nice, but it makes it clear that they're yours so that if someone were to try to pull it off your website that it would still show your ownership of the photographs. But the biggest thing here is you really wanna make sure you're getting permission from people to use those likenesses and that you're making it clear what you're going to use it for. And I hope I'm not losing you guys because it just started pouring rain and it just started pouring rain and my power just flicked. So I hope everybody can still hear me and if not, I might have to kick it to Greg and Martha. You sound great, you keep going. I think Greg, I have some questions from the Q&A. Okay, thank you for what you got. Thanks, thanks, Rita. Well, I was just in the process of answering one from Akita Mitchell who's about adding a non-disclosure agreement and an independent contractor agreement or should there be a separate NDA? Yeah, and I'm happy to let you take this one as well. My recommendation was typically to sign the NDA before proceeding into the independent contractor agreement. It's typically an NDA will cover proceeding information that might be covered under that agreement and you'll share just ideas of what you might want to cover or how your relationship will work and that one always be captured within the confines of the specific agreement. And so the NDA is typically just gives you the freedom to discuss your ideas with your potential contracting partner without having a risk of any of that information getting out. And then I would also recommend within contracts the agreements once you get to that stage and ready to sign that you consider a confidentiality section as well to protect what is covered under your agreement and that you and your partner in business will kind of assure each other that you won't be sharing any confidential information outside of your relationship. So I hope that answers your question there, Akita, though if you have follow-up or if you were speaking to something else, please chime in and let us know. I can also, it looks like Akita, a few questions down then asked, does TechSoup have a resource to use for drafting employee handbooks and benefits for nonprofits? While we do not currently have that, a great resource for that are your local Chambers of Commerce. I know in California, for example, the Chambers of Commerce will, for a bit you can subscribe, I think it's like $200 a year or something and they will annually give you an updated employee handbook that has all of applicable laws. So that's a great resource worth looking into for employee handbook needs. And are there any more questions? I apologize to my internal people. I can no longer see that document ever since my power floored. It's on the screen that I can't seem to access. Greg, anything else? It's okay, I'll concede between the Q&A feature and the chat, try to keep up with the questions, make sure we get them off. Exactly, there were a couple of nonprofit ones, I can jump in quickly. Syap Africa USA says, I founded an international nonprofit with headquarters in California. All of us are volunteers, but I took one year to run, set up the organization. How can I raise funds and be paid? My savings are gone. If you look in the main chat, there are a couple of resources about funders of black led nonprofit organizations. You may also look at engaging, getting more pro bono support. It's a tough question. There are, it's something that many new nonprofits struggle with. Legally, I don't know if there's anything to add from Dana and Greg about raising funds in the early years. The one thing I would say is if your state has a gaming commission, ideally they have a very helpful website because some of the ways that people will, may want to, excuse me, sorry, may want to raise funds would be like through some kind of raffle or some kind of giveaway. And some states have very strict laws on whether you can do that and exactly how you can do that. So if you're going to use any kind of gaming type way of fundraising, I would check with your state gaming commission to see if any of that is prohibited. Another question is what if all first board members who are my friends, but not working can one person run the board? This is a state law question. So state law will determine the state nonprofit corporations law of your applicable state will determine whether or not your organization requires a certain number of board members. In most states, you only need to have one board member. And so one director. And so those requirements do vary. That is a legal response, right? Now best practices is certainly to have more than one directors. Best practices is the minimum of three. Often it is advisable to have an odd number so that you can break potential ties. But as a legal matter, you can have as few as one though not necessarily advisable. Another, I'm jumping in on the nonprofit ones. This is my area. A key to ask, can we pay our board of directors compensation for a nonprofit if so, are there sample agreements that we should have with them? Great question. You are absolutely permitted to pay your directors. It does represent a potential conflict of interest. A conflict of interest is not a bad thing. It just means that there is a conflict of interest because the directors would be looking at their own payments. And there are specific rules according to your state nonprofit corporations law as well as federal tax law, how a board has to document those decisions. So in brief, if you want to pay a board member, the board needs to vote on them in the absence of that board member. So if every board member is getting paid, then each board member has to be voted on when the individual who is proposed to being paid has recused him or herself from the room. You take the vote, you make sure that it is reasonable and certainly no more than fair market value typically under fair market value for a position like a board. But it is important that you document those before you implement any of those payments and that the impacted individual is not present for the decision. Okay, here's a good one back to you, Deanna. Have you seen nonprofits having volunteer agreements or contracts? Is the indemnification language usually covered there? Yes, I have. I have written several of them for the animal rescues where I'm at. And again, going back, this is where the whole acting out thing can be invaluable. You'll want to think of where physically are your volunteers allowed to go? As far as confidentiality, what kind of documents and information are they allowed to access? Are they allowed to store anything? I was actually on a nonprofit board where someone was storing some very valuable museum pieces in their home, which is not a great idea. So you want to be very clear about what your volunteers can do. And I absolutely would have language in there about indemnity and hold harmless so that you don't have to worry about that liability from your volunteers. And again, most of you probably don't work with animals, but in case you do, or if you work in any kind of nonprofit where there's any kind of heightened risk of danger, like our volunteer waiver say, you might get bit and you know that and you're not going to sue us for that. It's written slightly more eloquently than that, but it gets the point across. So if you are doing something with your nonprofit that is a little more dangerous, a little more exotic than normal, it is worth putting that in a volunteer agreement. You more, Martha? I've got one, I'll highlight that this might... Martha, you might be the best one to field this with your nonprofit general specialty, but this one's from Savannah. I founded my virtually ran nonprofit while living in one state and now I live in another. Is it necessary to change the state that we are incorporated? Are there separate rules for virtual organizations? That is a great question. No, you do not have to... Okay, so what you do have to do, no, you're always incorporating that state. I think it's common for us to see that organizations are incorporated in Delaware, for example, because the rules are very lax, right? Although their activities may be in another state. Some organizations will incorporate in a place like Texas where the rules are more lax or certain taxes don't apply as in other states like New York and California. So totally normal to incorporate in one state and then operate in another state whether or not that was your initial purpose. The one thing that you have to keep in mind is you will always be subject to the laws and rules of your state of incorporation as well as any states where you have a presence and a place of business. So you do have to maintain then compliance with the laws both in the state you're incorporated and the state in which you're currently working. There is no separate rule for virtual organizations other than there are some rules around what does it mean to be doing business in a state which can vary between states and arguably if you're only one person in a state and other people are in other states then maybe you aren't doing business in that state and wouldn't be compliant with those laws. So I mean, wouldn't have to be compliant with those laws. So one of the things you'll wanna look at is would you be considered to be doing business in that state just because you are there? Do you have enough people and that is a state by state interpretation that you would have to do? One thing that you probably don't wanna do if you have 501c3 status is if you've incorporated one state and you are now operating in another state entirely then you're probably not gonna wanna try to get out of the original state of incorporation because the only way you could do so is to dissolve and reincorporate in a new state. And if you have a 501c3 determination letter from the IRS it means you also have to go through that entire process again. So like it or not the simplest path forward is probably to just stay with that being your state of incorporation, continue to comply with those local laws that apply to you. And then if you have another state where you have a substantial enough presence where you're conducting activities or all of your board members or employees are located safe for example then you would need to comply with the rules in both of those states. And do we have any other questions? I think we've got just a couple minutes left. Okay, last opportunity we get about three minutes left. I think if we have time Gerard I think I live with a black allies group but I think I did just see a raised hand from Barry. Hey, I'll talk to myself. Hey, thank you so much. I have a question regarding our organization is actually the organization supporting immigrants especially from Africa. Because when we're talking about minorities and like in underrepresented community I think Africa immigrants especially they are the most vulnerable. So one of the thing with one of the objective we have is to help build like in our local I would say rural proxy schools. Is there any like constraint or like in our legal role that we need to comply like for doing the full full our objective on that part beside like what we're doing here in permanent. Let me clarify. Do you mean schools for children or for adults? For children, like second grade, third grade and so on. Greg, do you want to take this one? You're still muted. I'm sorry, yeah. I may need you to repeat part of that Barry, sorry. I was also getting a little trying to keep up with some of the questions see that we're coming out with some of the comments. I just want to show we are actually immigrant from Africa and one of the things we've I mean we're trying to correct is like the way we integrate in this country, right? Because oftentimes we try to distance ourselves from the very society we lived in and that is like self rejection. So what we're trying now to do is to support our kid education here in the US but also supporting the kids back home where we come from by building like proxy schools. For example, when I was young like at five years old I have to walk 20 miles a day to go for first grade and second grade and third grade. So our aim is like to really give them the relief to have like one mile school from like two villages. So my question is there any compliance we need actually in order for us to fulfill that like objective overseas. Thank you. And I apologize, I had misunderstood the question as you wanted to put schools here in the US but you mean overseas. But Greg still, if you wanna answer that. No, I mean, unfortunately I don't know much about starting schools overseas. I would think whichever country you were in might have its own process as well as well as perhaps different regions or characters within that country. I know in the United States every state has its own laws as to how schools get opened that really can vary down to the city level. So maybe I'm not clear. My question is because we need to transfer some fund from like here to there to build those school is there any legal compliance that you know may we may like need to go through for us to transfer the fund to build those school over there? It's not like here, what is the regulation is? What is the regulation for someone who's the organization is here? Like I will say serving globally how what is the compliance like the transfer fund to build those school there? Is there any legal like trouble that we have to avoid? Okay, so just you're just asking can you transfer funds to the other country to be able to build a school? Exactly, that's our concern. Like how can we raise fund here and transfer them overseas to build those school without getting in a trouble like you know the government here? That is gonna be outside the scope of what I can answer in a contracts presentation unfortunately that I would check. I can maybe offer a couple of suggestions on that. One is a very basic check that must be done by anyone transferring funds abroad even for for-profit entities is to make sure that the organization or the individual receiving the funds is not on a terrorist or criminal sanctions watch list. You can do that if you go if you look up OFAC is the government agency run by the treasury department that posts sanctions checks and if you it's the office of foreign assets control and so if you're gonna transfer any funds one thing that you wanna do is document that you determined that you entered this say it's giving to being given to an individual or to an organization that you have determined that that organization or individuals not currently listed on a terrorist watch list that's anytime there's any international transfer of funds is something that should be done and documented. The second thing that I think is worth looking at when you're doing this is who is the recipient of funds? If the funds are being transferred to an individual do you have some kind of mechanism in place to ensure that that individual is not will actually use the funds for the intended purpose? So there's a little bit higher risk involved even though understandably in a lot of countries the safest way is to transfer it to an individual there may not be a bank account that works you know they're an operating bank account so there's lots of good reasons for those funds to be transferred to an individual but it is also higher risk and so you're gonna wanna document that you have some mechanism to ensure that the funds will actually go toward building those schools and won't somehow be used for some kind of malevolent purposes and that's the kind of thing you can do by having that person sign an agreement by asking for evidence you know whatever your relationship is with the schools on the ground there is to have that kind of confidence that the funds are actually being used for that purpose and not being used you know not being somehow absconded for other purposes. So I think those are gonna be your two primary concerns when transferring the funds. Thank you, appreciate it. Okay and I think we're out of time Aretha is there anything that you wanted to say other than the fact that there's gonna be a post-event survey that should pop up automatically and that we hope everybody fills out anything else? Yes, I wanted to see it draw I wanted to come on he's over the Black Allies group here at Texas. Yes, for those of you who are still on thank you all for attending the event I put something in the chat but essentially this event has been in the making for a while it just so happened to fall on doing Black History Month but this is something that our team Martha and Deanna and Greg they've worked really hard that they've been wanting to do this for quite some time and we wanna do more of this for you all and given that we had over at its peak I think 110 folks on this particular call that speaks to the need and just seeing here that you folks are you know really looking for that legal counsel to make sure you're doing things in the right way really says a lot about your principles of your organization whether you're one person or five people or however big your organization is we hopefully this gave you a little something some things to think about as you move forward and we'll work to put something on the calendar again soon for you all to be able to participate and maybe even dive deeper into other areas where it makes sense or bring in other folks other legal folks in our network to help answer questions so I'm thinking out loud here but essentially thank you all so much for participating I see a lot of Black faces here this is amazing really appreciate you all for joining and supporting this is our first time doing this so it's a milestone event and we definitely wanna do more so thank you all for joining. Thank you all have a great day bye bye everybody. Thanks everybody.