Client wants me to sign a contract after 1 year of working together, cites US tax laws as the reason I'm a software developer freelancer, I have a client I have been working with for a while now (a year on the last projects, but many years before as employer-employee) which recently cited tax-law related issues due to which we need to sign a contract on the work done so far (in the last year). I "am" a Croatian 1-man company and the client is from US, an Inc. with a couple orders of magnitude more money then I have but not really a fully developed corporation with it's legal department etc. I generally work only with people I trust, and on handshake &amp; trust basis, contracts excluded, judging that: if it comes to litigation, the client is lost, this is the biggest damage that no litigation will reverse if the client rips me off, I will not be able to recover my lost money through litigation because the fees are generally too low for a good lawyer to handle and for me to still have any money left out of it (~40.000$ per year, court on a different continent) if the client wants to screw me with litigation, I will not have the money to keep up the lawyer costs even if I'm in the right, my clients are typically MUCH bigger than I am contract is unnecessary if delivery &amp; payout cycles are small enough to limit risk exposure of all parties the relationship has been arranged and agreed on through a Skype, meaning that any gross mishandling of the agreement (such as copyright issues) would still be covered via oral contract with physical proof of it happening (?) just paying for a competent Croatian lawyer with US &amp; Croatian contract experience to look at the contract proposal the client sent me will cost me a fortune So the question, is the client really obliged by some aspect US law to sign a contract to continue working with me? Note that the client cites anti-money laundry laws as the reason yet doesn't clarify which law exactly, but wouldn't proof of oral contract and a mountain of proof from code commit logs hosted on a tamper-proof third party cloud service be sufficient to cover this? UPDATE 1 Now that I'm thinking about it, my arrangement with the client is quite a bit more complicated than the cookie cutter "you do work, we own software" agreement. I gave them full rights to some of my software in exchange for full rights on some of the software I developed for them, so accepting a cookie-cutter contract would kind of be a bad thing for me, and would almost certainly open a 2-way litigation venue should any kind of conflict happen down the road, with a litigation-happy client especially - and me being very litigation unhappy on the other end. That's why I'm asking if the contract is indeed necessary, because untangling which pieces of code are mine, which are shared, which are theirs, will be hard and expensive and would probably not be done 100% according to reality and open new pandora boxes, knowing lawyers and their level of software expertise. On the other hand, a bunch of Skype chats is a helluva lot more unclear than a written contract, but a general understanding is that it generally carries a lot less weight too? (due to those same ambiguities)
You already have a contract(s): you do work and they pay you is pretty much all you need to have a contract. Given that there is already a contract, formalising it in writing does not expose you to any greater risk and usually, clearly defining the terms of a contract reduces risk all around.
You have a contract - they have fulfilled their obligation (they paid you), if you do not fulfil their obligation (not to post it online) then you are in breach of the contract. Your obligation continues even if you gift the money back to them. If you breach the contract then they can sue you for the damage that they suffer. Presumably this would be damage to their reputation and for a public figure this could run into millions of dollars. In demanding additional money from them beyond what you are legally entitled to you are, at least, flirting with the crime of extortion/blackmail. This would not be a matter for them to sue you for, it would be a matter for the DA to prosecute if they chose to make a complaint. There doesn't seem to be a defamation issue here because you are not stating anything that isn't true. Now, the extent of the agreement appears to prohibit you posting it on the internet, however, the spirit of the agreement is that you will keep the information secret in all respects - that is likely how a court would look at it. Of course, if someone does steal the information from you then you haven't broken the agreement but you would probably have to prove that it was stolen when they sue you.
We can assume there was a meeting of the minds when the contract was drafted, and both parties expected payments to me made based on product usage. Plaintiff alleges that this did not happen. Thus plaintiff is indeed alleging that the contract was breached. Now plaintiff alleges that defendant broke the contract, while defendant counters that plaintiff broke the contract. "[T]o be determined by tracking software" is woefully ambiguous. The court will want to know which party drafted the contract, as disputes arising from ambiguity are often resolved in favor of the non-drafting party.
There is no contract between you (the licensee) and the licensor of the software. The creator of the open source software just says "here's the software, you may use it if you like, as long as you fulfil some conditions. ". No contract, no liability. I think the developer would only be liable if they intentionally created software that causes damage. (Which has happened, some open source browser plugins have recently been modified to run bitcoin mining software, or worse. I suppose the miscreants could follow all the GPL rules or whatever license is used).
The contract remains valid. Most contracts don't need to be written at all. Even if yours did need to be written under the Statute of Frauds or some other law, you're saying that it was made in writing, even though you later tore it up. The fact that the contract is missing or destroyed doesn't change the fact that it exists and obligates the parties; it just makes it harder to prove what it said.
It depends to a large degree on local employment laws. Depending on how the counteroffer was worded, it might have constituted anything from a binding legal contract for employment for some reasonable minimum term, or a totally non-binding suggestion that was worth less than the air breathed while pronouncing it. Some things to consider would include: What are local employment laws like? Do they require that termination be for cause? If so, what are causes for termination? Does termination require any kind of remediation beforehand? Note that in an at-will, right-to-work state in the US, odds are that the employee can be fired for any time and for any reason, supposing the employer hasn't accidentally entered into a contract by extending the counteroffer. What did the counteroffer say? Did it stipulate that the offer was not for a definite term and that the company reserved the right to terminate the employee for any reason, or no reason at all? Odds are any sufficiently serious business in an at- will, right-to-work state would use standard legal language in any offer or counteroffer to ensure that they are on the right side of this, so odds are the counteroffer was accepted with no obligations at all on the company. Does the termination affect eligibility for unemployment benefits? I would say most likely not, as the termination would probably be recorded as being for no reason legally speaking (if they admitted to terminating the employee for seeking other employment, interested government officials could take a dim view of the company's actions). You'd probably have at least some unemployment compensation coming your way. Some professional - not legal - advice. Never accept a counteroffer. Only get another offer in the first place if you are committed to leaving your current employer no matter what. If your company really insists, you should insist on a minimum definite term of employment written into a legal contract which is signed by an executive and notarized. No company will agree to this (unless the term is shorter than you'd want as a full-time W-2 anyway) but if they do, hey, you have some security (if the company agrees to this, have your own lawyer - whom you pay with your own money - review the document). Even then, I would be very, very careful about staying at a company after getting a counteroffer. Don't do it. Ever. Never accept a counteroffer. One comment asks why I recommend never accepting a counteroffer. There are at least two reasons: The reason you are looking for a new job should be that there is something about your current job that isn't completely satisfactory and that you haven't been able to fix. Either you have grown out of the position, don't like the work, feel you're underpaid, don't get along with somebody, etc. If you were unable or unwilling to fix any of these issues without having another job on the table, having another job on the table shouldn't be what makes you willing and able to fix them. Why work somewhere that you'd constantly need to go job hunting to address workplace issues? Unless the company makes firm agreements about how long they're going to keep you around, you have no guarantee that they'll keep you. Presumably, you didn't have one before, and you don't have one at the new job, but the fact that you are currently employed might support the assumption that your employment would be continued at your current employer and the offer might support the assumption the new employer plans to employ you indefinitely. When you put in your notice, it makes the company more aware of the fact that you could leave at any time; while a perfectly rational actor would realize that this doesn't change the situation at all, companies are run by people and people often act irrationally. Perhaps your manager is vindictive, perhaps your manager is scared that you will still leave after accepting the counteroffer. Maybe your manager knows there are layoffs coming but needs you for the busy season. Hiring replacements can be time-consuming and expensive - and employees who are getting offers of employment elsewhere and putting in notice might be seen as risks. I'm not saying that accepting a counteroffer has always turned out badly. Falling coconuts kill 150 people every year. Still, I am not going to add a coconut rider to my insurance policy and I am not going to accept a counteroffer.
As I understand it you are responsible for removing the stump and replacing the tree. The fact that a particular method was agreed (and failed) doesn’t relieve you of that responsibility. If a contract doesn’t specify a time for fulfilling an obligation then it must be done within a reasonable time. That is, a time that is reasonable in the particular circumstances. You suggested a time of April/May - it is now November and is probably beyond a reasonable time. By not stating a year, a reasonable interpretation is that you meant this year i.e. 2018. It would appear that you are in breach of your agreement and the other party can take whatever action the agreement contemplates.
Those two situations should be legally equivalent. The key thing is that you intend to agree to the contract, and are taking physical steps that are intended to manifest your agreement. If you had added an electronic signature to the PDF file, and transmitted this to the company, it should also be legally equivalent, and just as binding as the pen and paper method.