#contracts
Contracts
Client contracts, scope of work agreements, and legal documentation for service businesses
California and New York Cap Construction Retainage at 5%: What Contractors Should Do for 2026
California's SB 61 caps private-project retention at 5% for contracts signed on or after January 1, 2026, and New York's S5655 voids any retainage clause above 5% on covered private contracts of $150,000+ as of December 19, 2025. Here's what changed, the carve-outs, and how contractors should track retainage receivable in their books.
When Your Contract Doesn't Fix a Price, Who Decides What You Get Paid?
Under UCC § 2-305, a contract with no agreed price can still bind both parties — courts fill the gap with a "reasonable price at the time for delivery," measured by market rates, course of dealing, and trade usage. Here's how open price terms work, why 2026's tariff-driven cost volatility makes them more common, and how to draft, document, and invoice around them.
New York's Freelance Isn't Free Act: What the $528,817 Splashlight Settlement Means for Businesses That Hire Freelancers
New York's DCWP fined production company Splashlight $528,817 for paying fewer than 1 in 5 freelance contracts on time. Here's what the Freelance Isn't Free Act requires — written contracts for work over $800, payment within 30 days, six years of records — and how similar laws in Illinois and California now apply nationwide.
Bookkeeping for Professional Puppet Makers: Pricing Commissions, Deposits, and Design Rights
Custom puppets sell for $500–$1,500 yet take 20–100 hours to build, so untracked labor quietly destroys margins. How professional puppet makers should price commissions with the materials + labor + overhead + profit formula, book 50% deposits as deferred revenue instead of income, separate design-licensing from fabrication revenue, and handle post-Wayfair sales tax on interstate theater clients.
Craft Malting House Bookkeeping: Grain Inventory That Shrinks, Contract Growing, and a Year-Long Cash Cycle
Craft maltsters lose 10–20% of raw barley weight during steeping, germination, and kilning, pay farmers 3–4× feed-grain prices under multi-season contracts, and can wait over a year between buying grain and selling malt. Here's how to handle yield-ratio costing, contract-growing arrangements, and working-capital planning for a malthouse.
Letter of Intent for a Small Business Sale: What's Binding, What's Negotiable, and What Kills Deals
Most letters of intent are labeled non-binding, but exclusivity, confidentiality, and break-up-fee clauses inside them are typically enforceable. This guide covers LOI terms in sub-$10M business sales — asset vs. stock structure, 30–90 day exclusivity windows, working capital true-ups, price allocation, and the mistakes that cost sellers deals.
Virginia's SB 170: No Severance, No Noncompete — What Employers Must Do Before July 1, 2026
Virginia's SB 170, signed April 13, 2026 and effective July 1, 2026, makes noncompetes unenforceable when an employee is terminated without cause and receives no severance — for every income level, with penalties up to $10,000 per violation. Here's what employers must change in agreements, budgets, and books.
AI Training Is Fair Use, But Piracy Isn't: What Two Landmark Copyright Rulings Mean for Your Business
Bartz v. Anthropic ended in a $1.5 billion settlement — roughly $3,000 per pirated book — while holding that AI training on lawfully acquired books is fair use; Thomson Reuters v. Ross Intelligence went the other way. Here's what both rulings mean for small businesses using AI tools, plus a contract due-diligence checklist.
Flowers Foods v. Brock: What the Supreme Court's FAA Arbitration Ruling Means If You Use Delivery Drivers
On May 28, 2026, a unanimous Supreme Court held in Flowers Foods v. Brock that a delivery driver who never leaves his home state can still qualify for the FAA's transportation-worker arbitration exemption if the goods are mid-journey in interstate commerce. What the ruling means for small businesses using contractor or franchisee drivers, and how to shore up arbitration agreements now.
The Tax Court Just Redefined "Funded Research" for the R&D Credit — and Most Client-Funded Firms Are About to Fail It
In Smith v. Commissioner (T.C. Memo. 2026-50), the Tax Court denied an architecture firm's R&D credit on two of six client projects because IP-assignment and reuse-approval clauses forfeited "substantial rights," and limited four more to research expenses exceeding client payments — putting standard architecture, engineering, and consulting contracts on notice.
Tennessee's Noncompete Ban: What the $70,000 Threshold Means for Small Employers
Tennessee's HB 1034 voids noncompetes for workers earning under $70,000 in annualized compensation as of July 1, 2026, and sets 2/3/5-year presumed-reasonable durations for everyone else. Here's how small employers should audit existing agreements, calculate the threshold, and shift to nonsolicitation and NDA protection.
Georgia's SB 69 Litigation Funding Law: NMLS Registration, the $25,000 Discovery Rule, and What Small Businesses Should Check Before Signing
Georgia's SB 69, effective January 1, 2026, requires litigation funders to register with the Department of Banking and Finance via NMLS, makes funding agreements of $25,000 or more discoverable, caps funder fees at net recovery, and bars foreign-adversary funding. Here's what small business owners should verify before accepting a litigation funding offer.