Saturday, 15 July 2017

6 Important Points to Note in Software Agreements (Part 1: For software companies)

Source: Telugu One Comedy <www.teluguone.com>
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

Saturday, 27 May 2017

Between Group Life Insurance Operated by Private Companies and the Employees Compensation Scheme under the Employees Compensation Act 2010

The employees’ compensation scheme under Employees Compensation Act (ECA) provides insurance cover for employees that have accident or are injured in the course of work. The cover extends to dependants of an employee who dies as a result of injury, occupational disease or accident during work. The injury, occupational disease or accident complained of must have happened in the course of work which ordinarily means as a direct result of the employment.

“Employees” covered by the scheme is extensive, it therefore includes not just full time employees, but extends to temporary workers, apprentices, part time workers, domestic servants, casual workers, etc.

The scheme is not a life insurance parse; rather, it is a sort of social security which tends to provide sustenance for employees in the event of occupational hazards which could deprive them of a constant livelihood. The following are therefore broadly covered: disabling injury, accident, occupational disease, mental stress associated to work and hearing impairment.

The Employees Compensation Act makes social insurance with Nigeria Social Insurance Trust Fund (NSITF) compulsory for all employees and employers in the public and private sectors of the Federal Republic of Nigeria. Unfortunately, the Act does not expressly forbid Group Life Insurance operated by private insurance companies.  As a matter of law, employers are under compulsion to also obtain group life insurance for their employees.  Section 4 (5) of the Pension Reforms Act 2014 states in part:

“Every employer shall maintain a group life insurance policy in favour of each employee for a minimum of three times the annual total emolument of the employee and premium shall be paid not later than the date of commencement of the cover”.

Each private Insurance company has its procedure for insuring persons. For insurance under ECA, the employer needs to register the employee(s) with the NSITF (registration is free). Thereafter, the employer is obliged to pay 1% of the salary of the registered employee(s) to NISTF Monthly and also submit payment schedule to NSITF Monthly. Contribution by employees for compensation under NSITF scheme is not allowed, employers are therefore not to deduct from the remuneration of their employees to pay for their social insurance.

Analysis of Scale of Compensation

The benefit that may be claimed in case of work place accident depends on the kind of accident/ disability. It includes: monetary compensation, health care benefit, and disability support.

Death situation: Usually, Group life pays a lump sum of equivalent of 52 Months’ salary to the family of a deceased person, but NSITF continues to make Monthly payment of between 30-90% of the total monthly remuneration of the employee as at the date of death the last earned salary. The exact amount payable is contingent on the degree of dependency, the number of dependants, the relationship and age(s) of the dependants.

Where an employee suffers an injury, in the course of his employment, which results in permanent total disability, the Board is to pay him monthly compensation of an amount equal to 90% of his remuneration.

Permanent partial disability: Where an employee suffers a permanent partial disability, compensation ranges from 100% for loss of limbs or both hands and loss of leg or eye by one legged or one eyed employee; to 3% for loss of one phalange. In other words, the percentage to be paid will depend on the degree of the disability. The Payments are made periodically to represent 90% of the difference between remuneration of the employee before and after the injury, Which ever better represents the loss of the Earnings of the injured employee.

Temporary total/partial disability: Payment for temporary total/partial disability is a one off payment. Provided the disability does not last more than 12months.

Additional benefits: In addition to monetary compensation, NSITF may provide for the injured employee any medical, surgical hospital, nursing and other care or treatment, transport, medicines, crutches and apparatus, including artificial members that the Board may consider reasonably necessary at the time of injury and during the disability.

Conclusion:

In as much as the law mandates employers to obtain group life insurance for their employees, the law appears to be flawed because it is a duplication of what NSITF offers. Nevertheless, it remains the law and is binding. So the situation we have at hand is that group life insurance for employees is as compulsory as employees’ compensation scheme, which makes it more expensive for employers to operate.

Things You Must Know About Tax Identification Number (TIN) In Nigeria

Registering a business name, company or a Non - Governmental Organisation (NGO) is not an end in itself. Yes you heard me right… it is not the end to the entire process of registration. Over months of registering various kinds of businesses for clients, I have often discovered that once certificates of registration are presented to clients, they often back out thinking that they have done all that is needed to be done. This however is not the true position of the law as there is always the need to process tax identification number (TIN) thereafter.

What is TIN

It is an identification number given to all businesses and individuals in other to be able to pay their tax to the government. This number is generated electronically and usually assigned to the particular business name or individual that applied for it. It helps you keep all records of payments made to the government as taxation fees through government tax offices spread across the country.

What You Need To Know About TIN

You must know that without tin you cannot adequately carry out any business activity either by yourself or with another business organisation whatsoever. This will only bring about a dent of illegality as there will be no means of record or history of tax payment on the business or individual.

Furthermore, without TIN your business will not be able to have any account in its registered name, which will limit you from striking some deals. This is because most organised businesses would not want to ordinarily transact with any business that does not have its corporate account.  

Tax Offences

There are several offences but the two notable tax offences that are seen every day are:
  • Non Registration for Taxes; and
  • Refusal to file tax returns.

It is an offence to commence business without obtaining TIN. Where you commence business without obtaining your TIN, you will be in default for the period of time you operated your business without registration and will also be liable to prosecution under the law.  Penalty varies and may include being liable to pay the sum of #20,000 (Twenty Thousand Naira Only) as default fees and a further sum of #2,000 (Two Thousand Naira Only) for each day the default continues and imprisonment for six months.

How Do I Process My TIN

In other to process your TIN, you will need to have the following documents:
If it’s a business name, you need your certificate of registration, the form attached to the certificate and others…


For companies, you would need certificate of incorporation and other documents including FIRS Forms and application letter… The same also applies for NGOs. You may contact us at info@lawaccent.com for more information on the processes involved in obtaining your TIN.