Monday, 25 September 2017

What Next After Registering Your NGO, Church, Mosque or other Associations with Corporate Affairs Commission (C.A.C.)

Just in case you missed out on my article on how to register your entity, please click the following HOW TO REGISTER YOUR NGO, CHURCH, MOSQUE, AND OTHER ASSOCIATIONS WITH CORPORATE AFFAIRS COMMISSION (C.A.C.).

Now that you are registered with the Corporate Affairs Commission, there are records that you must keep and things to do so as to comply with the law and put proper structure to your entity.
Points 1 to 4 highlights the records that you must keep and how to go about it, while points 5 and 6 explains the things you have to do in compliance with the law.

1.     The law mandates that you keep the records of your entity’s income and expenditures, sources of income, and records of your entity’s assets and liabilities.

The easy way to go about these is to purchase standard notebooks for each purpose or have them recorded in a single book.

In this age of information technology, the dynamics of storing information are changing, so you may have your soft copies stored on an e-storage device so as to complement the hard copies.

2.     You must purchase standard notebook to record the minutes of your entity’s meetings.

There is no hard and fast rule about recording your meetings.

However, a standard Minutes of Meeting should contain:

a.       Date of meeting
b.      Venue
c.       Members in attendance
d.      Topics for discussion and summary of deliberations on each topic.
e.      Time meeting started and time meeting ended.

3.     Purchase standard notebook to record the details of your members.

The records of each member should include their names, address, date on which each person became a member, date on which the person ceased to be a member (i.e. where the person has ceased to be a member).

You may decide to keep your Members Register at your registered office or in some other place where you believe it will be safely kept.

4.     Purchase standard notebook to record the details of your trustees.

Like the members register, your trustees register should include trustees’ names, address, date on which each person was appointed as a trustee and date on which the person ceased to be a trustee (i.e. where the person has ceased to be a trustee).

5.     Your entity must prepare and submit to the Corporate Affairs Commission an annual report (also known as “annual returns”) which will contain the following details:

a.       The name of your entity
b.      Your gross income and expenditure
c.       The names, addresses and occupations of the trustees
d.      The names, addresses, occupations and position of members of the governing council (also known as executives).
e.      Sources of income, bankers, bank and cash balance of your entity.
f.        Details of any land held by your entity during the year of report
g.       Any changes in the constitution of your entity during the year

Your annual return must be filed between 30th June and 31st December every year (except the year in which your entity was registered),

6.      Finally, your organization must prepare audited account every year and submit to the CAC alongside your annual report.

Keeping your annual returns up to date with the Corporate Affairs Commission is about your most important obligation as soon as you register your entity, and considering the technical nature of the task, it is important that you train your secretary to handle it, otherwise, you should retain the services of a law firm to help you out.

Sunday, 24 September 2017

7 Important Points to include in Software Agreements (Part 2)

Source: Telugu One Comedy <>
If you have consulted a software developer to help you develop software, you may also have to enter into an agreement with the developer so that specifications are understood and duties are clearly stated.  
Sometimes, off-the-shelf (ready-made) software may not be suitable for your company and you want a bespoke software that is developed just for you from the scratch. You will therefore have to engage your lawyer to prepare a comprehensive Software Agreement (“the Agreement”).
In addition to the standard clauses, below are some clauses that should be considered in the Agreement to protect your investment:
  1. Change is the most constant thing in the field of Information Technology. You may not be able to predict the relevance/applicability of your software in the nearest future, but you can ensure immediate intervention by your software developer. The way to go about this is to instruct your lawyer to add a clause for periodic review of the software. Although, some developers will charge you a little more for the service, but you will get value for money and you will be well placed for future eventualities.

  1. Ensure that there is a clause for training and retraining of your team. You may also request for a user manual, maintenance guide, installation instruction, etc.

  1. You may not be able to guarantee the availability of your software developer to attend to your queries. Sometimes too, events may happen that make it impracticable for the software developer to continue to operate or maintain the software. If it is intended that you will have the copyright in the software to be developed, one of the ways to ensure that the developer does not hold you to ransom is to insert a clause which mandates the developer to hand over the source code to you (including the updated source code any time there is an update). If the developer has an issue with this, you may request for a clause which mandates the developer to release the source code to a third party (usually known as an “escrow agent”) who would have custody and can only release it to you in circumstances where the software developer has defaulted or where other conditions have happened by which it is important for you to have access to the code. The practice of escrow agent is not common in Nigeria, but that is not to say that arrangement cannot be made for it particularly in multi-million naira software contracts.

  1. One of the ways to have a healthy relationship with your software developer is to have problem solving clauses. I discussed this in my article 6 Important Points to Note in Software Agreements (Part 1). One of the circumstances in which you can have such clause is in case of late delivery which was not caused by you or some unforeseen events; in which case you may have a clause that makes you entitled to a stated amount per day for the period of the delay. Although, you must also have a clause that allows you to terminate the Agreement if delay continues for an inexcusable length of time.   

  1. Your software developer is ordinarily the owner of copyright in the software, but that will not be the case if your agreement state that intellectual right in the software is yours. Therefore, if it is important that you have ownership of the software, then, make sure your Software Agreement states this in clear terms.  An example is as follows:

“The Software Developer agrees that ………...[your company name] will be the exclusive owner of the rights, interest and title in the software and its components”.

  1. What if the software claimed to have been designed for you is actually the product of another person and you had thought it was designed from the scratch by your software developer? The easy safeguard will be for you to get your software developer’s undertaking in the introductory part of the Software Agreement that the software to be developed for you will be original and not a violation of an existing intellectual property of another person.   
An example is as follows:
“The Software Developer undertakes that the software and its components will be original and not a violation of an existing intellectual property”         

You don’t have to stop at the undertaking, you may also add that you have a right to refund and compensation if a third party claim of software ownership arises.
  1. You might ask, “what if the software company offers me an already prepared agreement to sign?” simply get a competent lawyer to review it and advise you.

Other than the above suggested clauses, there are standard clauses which your Agreement should have. In essence, the points listed in this article are not exhaustive and the peculiarity of each client’s specification may differ, it is therefore important that you seek advice from an experienced legal practitioner.

Saturday, 15 July 2017

6 Important Points to Note in Software Agreements (Part 1)

Source: Telugu One Comedy <>
One of the most interesting jokes that I have seen about the herculean task of software developers is illustrated in the above picture, yet the picture represents the dilemma of their work. That is why I have always emphasized that every software developer should take interest in learning the law (at least as it applies to them).

Are you a software developer and you are reading this piece? Below are 6 clauses that you must instruct your lawyer to note in preparing software agreements for your clients.

1.     Do not give 100% guarantee that nothing would go wrong with your software. You probably will agree with me that something sometimes go wrong at some point.  It is therefore important to have a balanced agreement with clauses that allows you and your client to share risk and responsibilities in a workable manner.

2.     Correction of certain errors may take time, sometimes, you might need to deploy entirely new codes or even substantially rewrite the software, so, do not agree to a fixed time within which to correct errors. The right thing to do is to provide in Agreement that your company will evaluate the extent of error and advice on the time frame within which the errors will be corrected.

3.     Save yourself the headache of litigation by asking your lawyer to add problem solving clauses. Most times, we lawyers place emphasis on dispute resolution clause instead of problem solving clause by which parties to an agreement are made to work as a team in resolving problems. One of the beautiful things about working as a team to resolve problems is that you create a teaming bond with your client and avoid unnecessary confrontations which eventually may lead you and your client to the court room.

4.     How would you feel, if your client identifies the staff that happened to be the brain behind the software and then lure him or her from your company? Terrible, I guess. Moreover, your team members may have access to the source code of the software- and that may be a top trade secret of your company. That is why you must have a clause against staff poaching by which your client agrees not to engage any of your staff for a period of time following the completion of the software.

5.     Beware of the clients that are always changing their software specifications. One way to address such tendency is to insert a clause for software specification so that any proposed variation that amounts to an added task can be paid for. 

6.     When you have done all you can to keep a relationship and it seems that it has headed for the walls, your best bet will be to resort to third party intervention (mediation, arbitration, litigation etc.). Bearing in mind the technical nature of your profession, it is important that you opt for a dispute management mechanism by which the dispute settlers have considerable knowledge in your profession, and that necessarily means that you make court litigation your last option.

Other than the above suggested clauses, there are standard clauses which your agreement should have. In essence, the points listed in this article are not exhaustive and the peculiarity of each client’s specification may differ, it is therefore important that you seek advice from an experienced legal practitioner.

Saturday, 1 July 2017

7 Ways I.T. Professionals (and Others at Large) Can Protect their Ideas from Pirates

Years ago, people suffered from the menace of high robbery incidence, but these days, theft of intellectual materials is more rampant. There is therefore a need for owners of creative works to know how they can protect their works from intellectual thieves (otherwise known as pirates).

Before more, let me establish one fact straight away- an idea is worthless until expressed in a tangible form. That is why this article focuses on what you should take cognizance of in the process of turning your idea to a finished worked.

I pitched on I.T. professionals in this article because theirs is the most difficult to handle. For one, the internet is the most unregulated society and that is where I.T. professionals showcase their works. Secondly, when those works get copied by pirates, millions are lost.

I do not guarantee that your work will not be pirated if you follow the suggestions in this article, but I assure that you will be placed in a better position to establish your ownership and defend your claims against any pirate.

Briefly stated below are seven things you can do to establish the ownership of your works and thereby prevent them from being pirated:

  • If you are a software developer or you are into programming and coding, embed your name in computer codes that you generate so that if you need to prove ownership, you are not left stammering.
  •  Keep the master copy (initial design) of your work. If you have a lawyer, seek his or her counsel for safe custody.
  •  If you have support team that is working with you on the task of creating the work, ensure that they sign an agreement which recognizes you or your company as the owner of the work to be invented. Truth be told, it is easier to get your support team to sign such agreement at an early stage than when your work starts to attract millions of hard currencies.  
  • Ensure that your support team signs confidentiality agreement so that they are under legal obligation to keep your apparatus secret especially when they choose to move on.  
  • When you launch your invented work, remember to mention that the work is your copyright. Simple way to do this is to use the symbol “©” with your name or that of your company and the year the work was invented. For example “©Eyitayo Ogunyemi 2017”.
  • Register your ownership of the work with relevant government agency. While this is not what primarily gives you ownership right, it gives a better assurance that the work is yours.  
  • Imprint your trademark in the finished work. This makes it easier to establish your ownership in case of dispute. Remember however to first register your trademark with the relevant government agency.

After you have established your ownership of the work following the highlighted steps, you can give license to people to use the work in exchange for a token or even figure out other ways to generate money from the use of the work.

Most importantly, do not release your work to the public without first protecting your ownership of it one way or the other.

Eyitayo Ogunyemi