Kill Fees, Scope Creep, and Getting Paid: What Belongs in Every Service Contract | Braslow Legal

Most service agreements fall apart in the same places: the work grew, the project died halfway, or the last invoice never cleared. Braslow Legal reads plenty of contracts that handle the easy part well, listing what gets built and what it costs, then go silent on everything that happens once the engagement stops going to plan. A proposal with a signature line is not a contract in any useful sense. These are the clauses that decide whether you get paid.

What actually stops scope creep?

A written statement of work with a defined revision count and a change order process. Vague deliverables are what turn a fixed fee into unpaid labor.

Say what is included in countable terms. Two rounds of revisions, one homepage plus four interior templates, a single logo direction with three variations. Then state what happens past that line: added work proceeds only on a written change order, billed at a named hourly rate. Email approval should count as written, since nobody signs an amendment mid-project. Add a client response deadline, commonly five business days, with deliverables deemed approved if no feedback arrives. Stalled projects cost more than expanded ones.

How should payment be structured so you aren't financing the client?

Front-load it and tie releases to milestones rather than to completion. A 50% deposit with the balance at delivery is standard for short engagements, while longer builds usually run 40% up front, 30% at an agreed midpoint, and 30% on final delivery.

Call the initial payment an engagement fee earned on receipt rather than a refundable deposit, and say what it covers. Florida courts will strike a provision that operates as a penalty rather than a reasonable estimate of anticipated loss, a distinction the Florida Supreme Court addressed in Lefemine v. Baron. Tie the number to real harm: reserved calendar time, subcontractor commitments, work performed.

What late fee can you charge in Florida?

Stay at or below 1.5% per month. Florida caps interest at 18% annually on obligations of $500,000 or less under section 687.03, and charging above 25% can trigger criminal usury under section 687.071.

That makes the familiar 1.5% monthly service charge exactly the ceiling, not a safe middle ground. Pair it with a suspension right, meaning you stop work on accounts past a set number of days, which tends to move payment faster than any interest charge.

What is a kill fee and how do you set one?

A kill fee is what the client owes if the project ends before completion. Without one, a cancellation leaves you arguing about the value of partial work.

Structure it by phase rather than as a flat number. All fees for work through the termination date, plus a percentage of the remaining contract value, often between 25% and 50%, scaled to how far the project got. Keep the deposit non-refundable, require written notice, and separate termination for convenience from termination for cause. Give each side a cure period of ten to fifteen days for a fixable breach so a missed deadline does not instantly become a cancellation.

Who owns the work if the final invoice never clears?

You do, if the contract says ownership transfers only on payment in full. Assign the intellectual property conditionally and grant a limited license in the meantime.

Under 17 U.S.C. 101, work by an independent contractor is not automatically a work made for hire, so absent a written assignment the contractor keeps the copyright by default. Spell out what transfers, what you keep, and what the client merely licenses, including fonts, stock assets, and preexisting tools baked into the deliverable.

What happens when you actually have to chase the money?

Your contract determines whether collection is economically worth it, mostly through the attorney's fees clause. The American Rule means each side pays its own lawyer unless a contract or statute says otherwise.

Florida adds a wrinkle worth knowing. Section 57.105(7) makes a one-way fee provision reciprocal, so a clause giving only you fees will be read as giving both sides fees. Draft it as mutual and prevailing-party from the start. Set venue and choice of law in your home county, and know the forums available: Florida small claims handles disputes up to $8,000 and county court up to $50,000, while New Jersey's Special Civil Part covers claims up to $20,000. Written contract claims in Florida carry a five-year limitations period under section 95.11, against four years for an oral agreement.

How Braslow Legal approaches service agreements

One well-drafted template, reused, beats a custom document per client. The variables that change are scope, price, and timeline, and those belong in an exhibit attached to fixed terms covering payment, termination, ownership, liability limits, and dispute resolution.

Every clause here exists because somebody skipped it and paid for the omission later. Braslow Legal drafts and reviews service agreements for Florida and New Jersey agencies, consultants, and studios, including the exhibit system that makes them fast to send. Reach out through the site to have your current template looked at. This page is general information, not legal advice.

That Song in Your Reel Needs Two Licenses, Not One | Braslow Legal

The edit is tight and the track underneath it is the whole reason the clip works. Then the audio goes silent on playback, or a claim lands in your inbox. Braslow Legal sees this most often with brands that assumed the song was cleared because the app offered it in a menu. Music carries two separate copyrights, and a video using a recording needs permission from both owners. Clearing one and skipping the other is the most common mistake in branded content.

Why does one song require two licenses?

Because a recorded song is two works under copyright law. The musical composition, meaning the melody and lyrics, is one copyright under 17 U.S.C. 102, typically controlled by the songwriters and their publisher. The sound recording, meaning that specific performance captured in the studio, is a separate copyright usually owned by a label or the artist.

Pairing music with moving images requires a synchronization license, or sync license, from the publisher. Using that specific recording requires a master use license from the recording owner. Record your own cover and you need only the sync. Use the original track and you need both.

Doesn't the music library in the app cover me?

Only for personal, non-commercial posting. Platform music libraries are licensed for consumer use, and business accounts are restricted to a separate commercial catalog.

Instagram and TikTok maintain separate commercial sound collections for business profiles precisely because their consumer licenses do not extend to promoting a product. Those in-app rights also stop at the platform edge. A Reel you legitimately posted with platform audio cannot be pulled down, re-uploaded to your website, cut into a YouTube pre-roll, or shown at a trade show. The license lives on the platform, not in the file.

What does a sync license actually cost?

Anywhere from nothing to six figures, depending on the song and the use.

Production music libraries license tracks already cleared for both copyrights, commonly $15 to $60 for a single track or a few hundred dollars a year for a business subscription. A known commercial recording works differently. You negotiate separately with the publisher and the label, and quotes for a regional social campaign often start in the low four figures per side. Most favored nations clauses are standard, meaning whatever one side agrees to, the other matches. Budget for both halves and for four to six weeks of back and forth, longer when multiple co-writers must each approve.

Is there a clip length that's safe to use?

No. There is no seven-second rule, no fifteen-second rule, and no exemption for short excerpts.

Some courts recognize a de minimis defense for tiny uses, and the circuits disagree about whether it applies to sound recordings at all. The Sixth Circuit in Bridgeport Music v. Dimension Films (2005) told users to get a license or not sample, while the Ninth Circuit reached the opposite conclusion in VMG Salsoul v. Ciccone (2016). Relying on that split to justify a marketing decision is not a plan. Fair use under 17 U.S.C. 107 rarely covers promotional content either, since the use is commercial and does not comment on the song.

What happens when you boost the post into an ad?

You leave the scope of most licenses. Sync and master agreements are limited by term, territory, and media, and organic social is a different medium than paid advertising.

A one-year license for organic posts in the United States does not cover a paid campaign, a European rollout, or the same footage still running in month fourteen. Exceeding scope is infringement, not a billing adjustment. Statutory damages under 17 U.S.C. 504(c) run from $750 to $30,000 per work and up to $150,000 when willful, and running a campaign after a takedown notice is how willfulness gets proven. Calendar every expiration date with the campaign schedule.

Who is liable when the creator picked the track?

The brand usually is. A company that publishes, funds, or benefits from infringing content faces direct, contributory, and vicarious exposure regardless of who hit record.

Put the obligation in writing before the shoot. Influencer and production agreements should require the creator to warrant that all music is licensed for the intended use, deliver copies of those licenses, and indemnify the brand if that proves false. An indemnity from a solo creator with no insurance is worth limited money, which is why approving the music before the edit locks matters more than the paperwork after.

How Braslow Legal handles music in branded content

Start with the use, not the song. Define term, territory, media, and whether paid amplification is planned, then decide whether a cleared library track will do or the campaign truly needs the recognizable record.

Two copyrights, two conversations, every time. Braslow Legal advises Florida and New Jersey brands, agencies, and creators on music clearance, influencer contracts, and what to do when a claim arrives. Reach out through the site before the campaign goes live. This page is general information, not legal advice.

Waiting to Register Your Copyright Can Cost You the Lawsuit | Braslow Legal

A client finds their course materials reposted on someone else's site, or their photos running in a competitor's ad campaign. The work is clearly theirs. They wrote it, shot it, built it. Then the first question from Braslow Legal is the one nobody expects: when did you register it with the Copyright Office? That answer usually decides whether the case is worth filing, because federal law ties the two remedies that make copyright litigation economically viable to a deadline most creators have never heard of.

Do you need to register a copyright to own it?

No. Copyright exists automatically the moment an original work is fixed in a tangible form under 17 U.S.C. 102. You own your blog post the second you save it.

Registration is a separate step: filing an application, deposit copy, and fee with the U.S. Copyright Office. It does not create your rights. It creates your ability to enforce them and controls what you can recover when you do.

What does waiting actually cost you?

Statutory damages and attorney's fees. Under 17 U.S.C. 412, you cannot recover either one for any infringement that started before your effective registration date, subject to a short grace period for published works.

Section 504(c) sets statutory damages between $750 and $30,000 per work infringed, rising to $150,000 when the infringement is willful, and they require no proof of what you lost. Without them you are left with actual damages plus the infringer's profits, which for a stolen blog post or a single photo might total a few hundred dollars. Federal litigation costs far more than that, and section 505 fee shifting, the provision that could have made the defendant pay your lawyer, is gone too.

Is there a grace period after publishing?

Three months. Register within three months after first publication and you preserve statutory damages and fees for infringements that began after publication, even if they started before you filed the application.

Unpublished works get no grace period at all. Registration has to precede the infringement, full stop. Publication means distributing copies to the public by sale, transfer, rental, lease, or lending, or offering to distribute for further distribution. Whether posting something online counts depends on the facts, and the Copyright Office treats it as a gray area worth a conversation before you file.

Can you register after you discover the infringement?

You can, and sometimes you must, but it will not restore what section 412 already took away.

Registration is a precondition to filing suit for U.S. works under 17 U.S.C. 411(a). In Fourth Estate Public Benefit Corp. v. Wall-Street.com, LLC (2019), the Supreme Court held unanimously that a mere pending application is not enough. The Copyright Office has to act on the claim first. Registering after the fact gets you through the courthouse door for actual damages and an injunction, on infringements going forward, and nothing more.

How long does registration take and what does it cost?

Weeks to many months depending on the filing type, with fees that start around $45 for a single-author, single-work online application and $65 for a standard electronic application.

Group options cut the cost sharply for people who produce constantly. Photographers can register large batches of published or unpublished photos in one filing, and bloggers and newsletter writers can use the group option for short online literary works. If you already have an infringement and need registration to sue, special handling gets a claim reviewed in days for an added fee in the hundreds of dollars. Check current fees and posted processing times on copyright.gov.

What if the infringement is small?

The Copyright Claims Board is the venue built for exactly that. Created by the CASE Act and operating since June 2022, it is a three-officer tribunal inside the Copyright Office that hears claims without formal litigation.

Total damages are capped at $30,000 per proceeding. Timely registration still matters: statutory damages run up to $15,000 per work when the work was registered in time, and $7,500 per work when it was not. You may file with an application pending, though no final determination issues until registration does. Respondents can opt out within a set window, which sends you back to federal court.

How Braslow Legal handles registration timing

Treat it as a recurring calendar item, not a reaction. Most creative businesses can register on a quarterly cycle, using group filings to keep costs down, so nothing sits outside the three-month window for long. High-value assets like a flagship course, a brand photo library, or software source code get registered on release.

The deadline that matters passed before you knew there was a problem. Braslow Legal helps Florida and New Jersey creators, agencies, and product companies build a registration schedule that keeps statutory damages on the table and evaluates enforcement options when someone takes the work anyway. Reach out through the site to review what you own and what is actually protected. This page is general information, not legal advice.

Your Co-Founder Wants Out and You Never Signed an Operating Agreement. Now what? | Braslow Legal

The conversation usually starts the same way. One founder is done, the other is blindsided, and nobody can find a signed document saying what happens next. At Braslow Legal, that call comes in more often from profitable companies than failing ones, because there is finally something worth fighting over. You are not in a vacuum, though. Florida wrote a default agreement for you the day you filed your articles of organization, and you almost certainly would not have agreed to its terms.

What rules apply to a Florida LLC with no operating agreement?

Chapter 605 of the Florida Statutes, the Revised Limited Liability Company Act, supplies every term you left blank. An operating agreement is simply the contract among members that sets management rights, ownership splits, and exit terms. Without one, the statute governs.

Two defaults surprise people the most. Under section 605.04073, a member-managed LLC gives each member equal rights in management, and ordinary business decisions are made by a majority of the members counted by head, not by ownership percentage. Under section 605.0404, distributions before dissolution are shared in equal shares among members, regardless of who contributed the capital. If you put in $200,000 and your co-founder put in a laptop, the statute still splits the distribution down the middle.

Can a co-founder just quit, and do we have to buy them out?

They can leave whenever they want. You are generally not required to buy them out.

Section 605.0601 gives any member the power to dissociate at any time by express will, rightfully or wrongfully. Once they do, section 605.0603 terminates their right to participate in management and converts their stake into a transferee interest. They lose the vote and keep the economics. There is no statutory right to be cashed out.

That cuts both ways. A departing founder keeps a permanent passive stake in a company they no longer build, and whoever stays shares profits forever with someone who left. If the departure breaches an agreement you did have, section 605.0602 treats it as wrongful dissociation and the company can pursue damages.

We talked about the terms but never signed anything. Does that count?

Often, yes. Florida defines an operating agreement to include oral and implied agreements, not just written ones.

The definition in section 605.0102 covers an agreement whether oral, implied, in a record, or some combination. Courts look at what the members actually did. Emails confirming a 60/40 split, a cap table in an investor deck, K-1s issued year after year with consistent percentages, capital account entries in QuickBooks, and texts about who handles what all become evidence. Build that file before anyone starts deleting threads. It is often the difference between the statutory equal split and the deal you actually made.

What happens if neither side will move?

Your practical options are a negotiated buyout, mediation, or a petition for judicial dissolution under Chapter 605.

Judicial dissolution asks a court to wind up the company when it is no longer reasonably practicable to carry on the business, or when those in control have acted in a manner that is oppressive and directly harmful to the petitioning member. Section 605.0706 then gives the company or the other members the right to elect to purchase the petitioner's interest at fair value instead of dissolving, generally within 90 days after the petition is filed. If the parties cannot agree on price, the court determines fair value.

Contested business divorce litigation commonly runs a year or more and requires a formal valuation, so most resolve in a negotiated buyout once both sides see the fees and the discovery calendar.

Who owns the logo, the code, and the client list they built?

Not automatically the company. Copyright vests in the author, and only work by employees within the scope of employment qualifies as work made for hire under 17 U.S.C. 101.

If your co-founder built the site as a member rather than a W-2 employee, or a contractor did it with no written assignment, the company holds a license at best. Handle this inside the separation agreement, along with trademark ownership and domain and account credentials.

How Braslow Legal handles a co-founder exit

The first step is documenting reality: contributions, roles, distributions taken, and anything in writing that shows an agreed split. From there the goal is a separation agreement with a buyout number and payment terms, a release, IP assignment, confidentiality, and a clean operating agreement for whoever remains. Filing an updated annual report with the Florida Division of Corporations, due by May 1 with a $138.75 fee and a $400 late penalty, does not transfer anyone's ownership interest. Only a signed assignment does that.

Chapter 605 will write your exit terms if you do not. Braslow Legal works with Florida and New Jersey founders to resolve departures and put real agreements in place for the business that continues. Reach out through the site to talk through your situation. This page is general information, not legal advice for your specific matter.

Your Logo Was Made by AI. Do You Actually Own It?

A business owner prompts an image generator, picks the version she likes, and puts it on packaging, a storefront sign, and several thousand dollars of paid social. Eight months later a competitor launches with something close enough to confuse her customers. That is usually when the question reaches Braslow Legal: is this logo mine, and can I stop them?

The answer comes in two halves. You probably do not own a copyright in that image. You may still hold enforceable trademark rights in it. Those are separate bodies of law, and knowing which one you have decides what you can do about a copycat.

Does copyright protect a logo generated entirely by AI?

No. Copyright in the United States requires a human author, and material produced by a generative model without meaningful human creative input is not registrable.

The Copyright Office said so plainly in its March 2023 registration guidance for works containing AI-generated material, and it held the line in Part 2 of its Copyright and Artificial Intelligence report, issued in January 2025, which concluded that prompting alone does not give a user enough control over the output to make that user its author. The federal courts have agreed. In Thaler v. Perlmutter, the D.C. Circuit affirmed in March 2025 that the Copyright Act's author must be human.

The most useful example for business owners is still the Zarya of the Dawn decision from February 2023. The Copyright Office let the author keep her registration for the text she wrote and for her selection and arrangement of the images, but canceled protection for the Midjourney images themselves. That is the shape of most outcomes: your human contributions are protectable, the raw generated pixels are not.

How much human work is enough to claim authorship?

Enough that you could describe your own creative choices without describing the prompt. Redrawing the mark, reworking proportions, building original typography, or combining generated elements into an arrangement you designed can all support a claim to the human-authored portions.

Two practical consequences follow. If you file for copyright registration on a logo containing AI-generated material, you must disclose and disclaim that material, and a registration obtained without the disclosure is vulnerable. And your proof lives in your files. A folder showing eleven dated rounds of human editing is worth far more than a memory of having "cleaned it up."

Can you trademark a logo that AI helped create?

Yes. The USPTO has no human-authorship requirement, because trademark law protects a mark's ability to identify the source of goods or services, not the artistry that went into it. What matters is distinctiveness and use in commerce.

As of the fee restructuring that took effect January 18, 2025, the base federal application costs $350 per class of goods or services, with surcharges when an application uses insufficient information or lengthy custom descriptions. Build a realistic calendar around it. First examination has been running well past the historical norm of roughly three months, so a straightforward application can take a year or more from filing to registration. Check current USPTO pendency figures before you time a launch around a registration date.

Why the copyright gap changes how you enforce your brand

Because a competitor using a near-identical mark is a likelihood-of-confusion problem, not a copying problem, and confusion is exactly what trademark law addresses.

There is a wrinkle worth sitting with. Two unrelated businesses can generate strikingly similar output from the same model, and neither one holds a copyright to assert against the other. Priority of use and the strength of the federal filing become the entire fight. For a company operating in both Florida and New Jersey, common law rights that arise from use in one state will not follow you across the country, which is a reason to file federally earlier than instinct suggests.

What to change in your next designer agreement

• Require disclosure of every AI tool used and where in the file it was used

• Assign all rights that do exist, including the designer's human-authored contributions

• Get a warranty that no third-party material was incorporated

• Require delivery of layered source files and the revision history, not just a flattened PNG

• Confirm no other client has received substantially the same output

What Braslow Legal reviews before an AI-assisted logo goes on packaging

Three things, usually: whether the mark is clear to use, whether the filing covers the classes you actually sell in, and whether your designer paperwork transferred anything at all.

An AI-assisted logo can carry a brand for years and support a strong federal registration. What it will not do is hand you a copyright to wave at an imitator, which puts the weight on clearance, filing, and consistent use. If your mark went from prompt to packaging without review, correct that before you scale. Braslow Legal works with brands, businesses, and creative ventures across Florida and New Jersey on trademark clearance, federal filings, and the agreements that keep ownership clear from the start. Use the contact form to have your logo and your paperwork looked at together.

The Content Your Influencer Made Isn't Yours: Unless the Contract Says So

A brand pays a creator four figures for three Reels, the posts perform, and the marketing team drops the best one into a paid campaign and onto the homepage. Nobody did anything wrong on purpose. The brand assumed that paying for content meant owning it. It rarely does, and that assumption is what brings these files to Braslow Legal, usually after a creator's manager sends a takedown demand or a competitor runs the same footage.

Who owns a post the creator made for your brand?

The creator does, by default. Copyright belongs to the author the moment the work is fixed in a tangible form, and for an influencer video the author is the person who shot and edited it, not the company that paid for it.

That default sits in 17 U.S.C. § 201(a). Payment alone transfers nothing. A brand that pays an invoice receives the video file and an implied permission to use it as the parties clearly contemplated, which a court will read narrowly. Homepage placement and paid media are not what anyone contemplated when the deal was three organic posts.

Isn't influencer content a work made for hire?

Almost never, unless the creator is your W-2 employee. The work-made-for-hire doctrine covers work by employees within the scope of employment, or commissioned work that falls into one of nine specific statutory categories and is covered by a signed written agreement calling it a work for hire.

Those nine categories are narrow: contributions to a collective work, parts of a motion picture or other audiovisual work, translations, supplementary works, compilations, instructional texts, tests, answer material, and atlases. A standalone TikTok or a set of product photos from an independent contractor generally fits none of them, and labeling the agreement "work for hire" does not fix a work that is not eligible.

What actually transfers ownership

A written assignment signed by the creator. Section 204(a) requires any transfer of copyright ownership to be in a signed writing, which means an email thread confirming rates will not carry it. Note that authors can terminate assignments after 35 years on advance notice, an exemption that does not apply to true works made for hire.

Does a perpetual, worldwide license mean the content is yours?

No. A license is permission to use; ownership is the right to control and to stop others. A creator who grants you a perpetual, worldwide, royalty free license can still grant the same rights to your direct competitor next quarter unless the agreement says the license is exclusive.

Read the usage terms as three separate dials. Term is how long you may run it, and paid social rights are commonly granted in windows of three to six months with renewal pricing set in advance. Media is where it can run, and organic feed rights do not cover paid amplification, out of home, retail displays, or connected TV. Exclusivity is whether the creator may work with competing brands, in what category, and for how long.

Can you keep using the creator's face after the campaign ends?

Only if the release covers it. Copyright in the video and the creator's right to control commercial use of their name, image, and voice are two different rights, and an assignment of one does not carry the other.

Florida addresses this by statute. Section 540.08 requires express written consent before using a person's name or likeness for commercial or advertising purposes and gives the person a cause of action. New Jersey protects the same interest through common law rather than a statute, so a brand running in both states should draft to the Florida writing requirement as the baseline.

Why the music on that video can still cost you

Because the creator's platform license does not extend to your brand. In-app music libraries authorize personal, non-commercial use, and a commercial track cleared for a creator's organic post is not cleared for a brand account, a paid ad, or a whitelisted version of the same video.

Running it commercially generally requires two clearances: a synchronization license from the publisher for the composition and a master use license from the label for the recording. Boosting the creator's original post through branded content tools does not resolve it. Specify a commercially licensed track in the brief instead.

What Braslow Legal puts in a creator agreement

• An assignment of copyright, signed by the creator, with a fallback exclusive license if assignment is refused

• Defined term, media, territory, and exclusivity, each priced separately

• A name and likeness release drafted to satisfy Florida's written consent requirement

• A music and third-party materials warranty, plus a ban on unlicensed commercial tracks

• FTC disclosure obligations, tied to the Endorsement Guides and the 2024 consumer reviews rule, with penalties now exceeding $50,000 per violation

• Flow-down terms when an agency or production company sits between you and the creator

Paying for content and owning it are different transactions, and the gap only surfaces once the content becomes valuable. Braslow Legal works with brands, businesses, and creative ventures across Florida and New Jersey on creator agreements, licensing, and brand protection. Send your current influencer template through the contact form for review before the next campaign goes live.

Registered Isn't Finished: Trademark Maintenance Failures That Kill Good Marks | Braslow Legal

The certificate arrives, gets framed, and the file goes quiet for five years. Then a deadline passes unnoticed, or a maintenance filing draws an audit the owner cannot answer, and a mark with a decade of goodwill behind it is cancelled. Braslow Legal sees the same pattern repeatedly: the trademark was strong, the paperwork was not. Federal registration is a lease with renewal terms, not a purchase.

What is actually due after your trademark registers?

Two filings on a fixed schedule. A Declaration of Use under Section 8 is due between the fifth and sixth anniversary of the registration date, and a combined Section 8 and Section 9 renewal is due between the ninth and tenth anniversary, then every ten years after that.

Each window carries a six month grace period with a surcharge, and the governing anniversary is the registration date, not the filing date of the application. That distinction trips up owners whose application sat in examination for a year or more.

A third filing, the Section 15 Declaration of Incontestability, is optional after five consecutive years of use and worth making: an incontestable registration cannot be challenged as merely descriptive or lacking distinctiveness.

What does maintenance cost?

Under the fee schedule adopted in January 2025, expect roughly $325 per class for the Section 8 declaration, about $650 per class for the Section 9 renewal, a few hundred dollars per class for Section 15, and a surcharge on grace period filings. Confirm current amounts on uspto.gov, since the office revises its fees periodically.

What is a post-registration audit, and why does it cancel registrations?

It is a random USPTO review that asks you to prove you actually sell everything your registration claims. Registrations listing multiple goods or services in a class are eligible for selection when a maintenance filing comes in, and the office requests proof of use for specific items you did not submit specimens for.

The trap is a registration written broadly at the application stage. A clothing company that listed shirts, hats, socks, jackets, and swimwear but only sold shirts and hats will be asked to document the rest. Items you cannot support get deleted, post-declaration deletions carry their own fee, and an inadequate response can take down the entire class, not just the unsupported goods.

Can you lose a mark you are still using?

Yes, through four routes that have nothing to do with whether customers still recognize your brand.

Non-use for three consecutive years is prima facie evidence of abandonment under 15 U.S.C. § 1127, and the burden then shifts to you to show intent to resume. Licensing without quality control, sometimes called naked licensing, can also forfeit rights, because a mark that no longer signals a consistent source stops functioning as a trademark. Failing to police infringing uses lets a mark drift toward the generic, which is how aspirin, escalator, and thermos became words instead of brands.

The fourth route is more common: a rejected specimen. A specimen is the real world proof of use you submit, and the USPTO rejects mockups, digitally altered images, and printer's proofs. For goods it must show the mark on the product, its packaging, or a point of sale display. A website screenshot works only with the URL, the access date, and a way to actually order.

Are those trademark renewal invoices real?

Usually not. Private companies scrape the USPTO's public database and mail official looking notices with real registration numbers, real deadlines, and fees several times the government rate, offering little beyond forwarding a form.

Two checks settle it. Official mail comes from the United States Patent and Trademark Office in Alexandria, Virginia, and official email from a uspto.gov address. Fees are paid only through uspto.gov, never to a private processing center. The USPTO publishes a page of non-USPTO solicitations with examples in circulation.

Does a logo refresh affect your registration?

It can void it. A registration covers the mark as depicted in the drawing, and a change significant enough to count as a material alteration requires a new application rather than an amendment.

Tightening a wordmark's kerning is usually fine. Redrawing the logo, dropping a design element, or changing the wording is usually not, and the practical risk is a maintenance filing whose specimen no longer matches the registered drawing. File the rebrand before the old registration comes up for renewal, not after.

What Braslow Legal tracks on a registered mark

• Section 8, 9, and 15 dates calendared from the registration date, grace periods flagged separately

• The goods and services list audited against actual sales before the declaration goes in

• Specimens collected during ordinary business, not assembled the week of a deadline

• Owner name, address, and correspondence email kept current in USPTO records

Most cancellations trace back to a date nobody was watching. Braslow Legal handles trademark maintenance, renewals, and audit responses for brands, businesses, and creative ventures in Florida and New Jersey. If you hold a registration and cannot name its next deadline, sort that out now rather than during a grace period.

One Business, Two States: What Florida Founders Get Wrong About Operating in New Jersey (and Vice Versa)

A Fort Lauderdale company hires a salesperson who lives in Montclair. A Hoboken studio signs a lease for a second location in Tampa. Neither founder thinks of this as a legal event. Both have just picked up a second set of filing obligations, a second tax authority, and a second body of law governing contracts they already signed. The questions reach Braslow Legal in the same order every time: do I have to register there, what does it cost, and does my non-compete still work?

Do you have to register your business in the second state?

Almost certainly yes, if you have people, property, or a place of business there. Both states require a foreign entity, meaning one formed under another state's law, to obtain authority before transacting business locally.

Florida handles this through the Division of Corporations, under Chapter 605 for LLCs and Chapter 607 for corporations. New Jersey routes it through the Division of Revenue and Enterprise Services, and a business registering there also files an NJ-REG for tax and employer purposes, which is a separate step founders routinely miss.

Neither statute defines "transacting business" with a bright line. What matters is presence and continuity: an employee working from home in the state, a leased office or warehouse, inventory stored there, a contractor performing ongoing work. A single sale shipped across state lines usually is not enough. A remote employee usually is.

What happens if you skip it?

The most common consequence is procedural and expensive at the worst possible moment. In Florida, an unregistered foreign entity cannot maintain a lawsuit in state court until it obtains a certificate of authority, so the day you try to sue a customer who did not pay is the day you find the gap. Both states also expect back fees, and New Jersey back tax filings, for the period you operated unregistered.

What does qualifying in the other state cost?

Budget a few hundred dollars up front and an annual filing in each state, plus a registered agent with a physical address there.

Recent published fees put Florida's foreign LLC application around $125 and a foreign corporation around $70, with the Florida annual report due by May 1 and a $400 late penalty for profit entities that miss it. New Jersey's certificate of authority has been $125, with a $75 annual report due by the end of your anniversary month. State fees change, so confirm current amounts on Sunbiz and the New Jersey Division of Revenue site before you file.

The larger number is usually tax. New Jersey's Corporation Business Tax runs to 9 percent at higher income levels, with a minimum tax tied to New Jersey gross receipts, and New Jersey LLCs face a per-member partnership filing fee. Florida taxes corporate income at 5.5 percent and has no personal income tax. That gap is why the direction of expansion matters.

Which state's non-compete law applies to your employee?

Often the state where the employee works, not the state named in your contract, and the two states treat restrictive covenants very differently.

Florida is statutory and comparatively employer-friendly. Section 542.335 requires a legitimate business interest and reasonable terms, and it presumes durations of six months or less reasonable and periods over two years unreasonable for a former employee. Courts are directed to construe the covenant in favor of protection and are barred from weighing individual hardship to the employee. Florida's CHOICE Act, effective in 2025, extends further protection for higher-earning covered employees.

New Jersey has no non-compete statute. Enforcement runs through common law, where a court weighs the employer's legitimate interest against hardship to the employee and harm to the public, and will narrow an overbroad clause rather than enforce it as written. A Florida choice-of-law clause will not reliably rescue an agreement a New Jersey judge considers unreasonable against a New Jersey worker.

With the FTC's proposed federal non-compete ban set aside in litigation, state law remains the controlling framework in both places.

Does your trademark protect you in both states?

No. Unregistered rights arise only from actual use, and they stop at the geographic edge of that use. Building a reputation in Broward County gives you nothing in Bergen County.

Federal registration is the fix, at a base USPTO fee of $350 per class of goods or services, and it covers both operations plus wherever you expand next. State trademark registrations exist in both states and cost little, but protect only within that state.

How Braslow Legal approaches a two-state footprint

By sequencing it. Qualify the entity where you actually have presence, rewrite the employment and contractor agreements for the law that will govern them, then get the mark on file federally before the second location opens.

Operating across Florida and New Jersey is manageable when the paperwork matches the reality of where your people and property sit. Braslow Legal is licensed in both states and works with brands, businesses, and creative ventures on foreign qualification, restrictive covenants, and trademark protection. Use the contact form to have your current setup reviewed against both.

What Does It Cost to Have a Lawyer Review an NIL Deal? (2026 Guide)

The short version: most NIL contract reviews are flat-fee engagements, and the price depends on the deal’s complexity - a single-brand social media agreement is a very different document than a multi-year apparel deal with exclusivity, morals clauses, and equity. At Braslow Legal we quote a flat fee after a free consultation, so athletes and families know the exact cost before we read a single page. What you are paying to avoid: giving away your name, image, and likeness for longer, broader, and cheaper than you realize.

Why NIL contracts need review at all

NIL deals are marketing contracts, and they are drafted by the brand’s lawyers, not yours. The provisions that cost athletes money are rarely the compensation line. They are the term and exclusivity - how long the deal runs and which competing brands you are locked out of, where an exclusive apparel clause signed as a freshman can block a bigger offer as a junior; usage rights - whether the brand can keep using your content after the deal ends, and whether it can edit or repurpose it; morals and termination clauses - often one-sided, letting the brand exit instantly while binding you; and compliance conflicts - school policies and Florida law both restrict certain categories and disclosures, and a deal that violates them risks eligibility.

What drives the fee up or down

A flat-fee quote follows the document. A short-term social post agreement with standard terms sits at the low end. Fees rise with multi-year terms, exclusivity, group licensing interactions, equity or revenue-share compensation, agency representation agreements layered on top, and deals involving minors - which in Florida can require additional formalities.

Florida’s NIL rules in brief

Florida was one of the first states with an NIL statute, and the legislature loosened it in 2023 to let schools facilitate deals more directly. The rules still matter: certain product categories remain off-limits, disclosure obligations apply, and high school athletes operate under a separate and stricter framework than college athletes. A deal that is fine for a college junior can end a high schooler’s eligibility.

What a review looks like at Braslow Legal

You send the contract; we review every provision, flag what is market and what is not, and give you a plain-English summary with specific redlines to request. If the other side pushes back, we negotiate. Neil Braslow has represented athletes, creators, and gaming businesses across Florida and New Jersey, and teaches sports law as an adjunct professor - this is a core practice area, not a sideline. The consultation is free, and the fee is quoted flat before we begin.

Quick answers

How much does an NIL contract review cost?

It depends on the contract’s length and complexity. Braslow Legal quotes a flat fee after a free consultation, so you know the full cost up front.

Can high school athletes in Florida sign NIL deals?

The rules for high schoolers are separate and stricter than for college athletes, and eligibility consequences are severe - review the current FHSAA framework before signing anything.

What is the biggest mistake athletes make in NIL deals?

Signing long exclusivity terms early. Locking yourself to one brand as an underclassman can cost far more than the deal pays when bigger offers arrive later.

Do I need a lawyer if I have an agent?

Agents negotiate value; lawyers review enforceability, rights, and risk. Your agent’s agreement is itself a contract worth independent review.

This article is for general informational purposes only and is not legal advice. Reading it does not create an attorney-client relationship. Attorney advertising.

How Much Does It Cost to Start a 501(c)(3) Nonprofit in Florida? (2026 Guide)

The short version: launching a Florida 501(c)(3) takes roughly $345 to $670 in required government fees - $70 to incorporate with the State of Florida, plus an IRS application fee of $275 (Form 1023-EZ) or $600 (full Form 1023). If your organization will solicit donations in Florida, add a state charitable registration that starts at $10 and scales with contributions. Attorney fees are separate, and at Braslow Legal we quote a flat fee after a free consultation, so you know the full cost before we start.

The Florida incorporation fees

Every Florida nonprofit begins as a Florida not-for-profit corporation. Filing Articles of Incorporation with the Florida Division of Corporations costs $70 total - $35 for the articles and $35 to designate your registered agent. Online filings are typically processed in one to three business days. The articles are also where many self-filed nonprofits go wrong: the IRS requires specific purpose and dissolution language before it will grant tax-exempt status. If that language is missing, you will have to amend and refile - and your IRS application will be delayed by months.

The IRS application fee: $275 or $600

Federal tax-exempt status requires an application to the IRS. Form 1023-EZ ($275) is a streamlined online form for organizations that project $50,000 or less in annual gross receipts for their first three years and have less than $250,000 in assets - most small community organizations qualify. The full Form 1023 ($600) is required for larger organizations and for certain types - including churches, schools, and hospitals - regardless of size. Choosing the wrong form is a real risk: filing the EZ when you were not eligible can put your exemption in question later, while filing the full form unnecessarily costs an extra $325 and months of waiting.

Florida charitable solicitation registration

If your nonprofit will ask Floridians for donations - including through a website donate button - Florida law requires annual registration with the Florida Department of Agriculture and Consumer Services before you solicit. The fee is based on contributions received during your last fiscal year, starting at $10 for new and small organizations. Small charities raising under $50,000 may qualify for a simplified exemption registration.

Ongoing annual costs

Florida’s annual report is $61.25, due between January 1 and May 1 each year - missing it triggers a steep late fee. The IRS Form 990 series has no filing fee but is required every year, and three consecutive missed filings trigger automatic revocation of exempt status. Charitable registration renews annually at the contribution-based fee.

What does an attorney add?

Formation paperwork is the visible part. The value of counsel is in the parts that surface later: IRS-compliant articles and bylaws, a conflict-of-interest policy your board actually follows, correctly choosing between the two IRS forms, and structuring fire districts, first aid squads, and other special-purpose entities correctly from day one. Braslow Legal has served as counsel to nonprofits, fire districts, and first aid squads, and we handle formation as a flat-fee engagement quoted after a free consultation.

Quick answers

How much does it cost to start a nonprofit in Florida?

Roughly $345 to $670 in government fees: $70 to incorporate in Florida, plus $275 or $600 to the IRS, and charitable solicitation registration if you fundraise.

How long does IRS approval take?

Form 1023-EZ determinations often arrive in a few weeks to a couple of months; full Form 1023 applications commonly take six months or longer.

Do I need to register before fundraising in Florida?

Yes. Florida requires charitable solicitation registration before you solicit donations from Florida residents, renewed annually.

Can I file the cheaper Form 1023-EZ?

Only if you project $50,000 or less in annual gross receipts for your first three years, have under $250,000 in assets, and are not an ineligible type such as a church, school, or hospital.

This article is for general informational purposes only and is not legal advice. Reading it does not create an attorney-client relationship. Fee amounts are set by government agencies and may change. Attorney advertising.