Freelancing is an exciting career path that provides flexibility and independence. However, along with these benefits come unique legal responsibilities that freelancers need to be aware of. Unlike traditional employees who may have HR departments or legal teams to rely on, freelancers must manage legalities independently, including contracts, payment terms, intellectual property, and termination clauses. Understanding these considerations is critical for protecting yourself, ensuring you get paid, and maintaining professional relationships.
This ultimate guide will take you through all the crucial legal considerations for freelancers, helping you establish a solid legal foundation for your business.
Table of Contents:
- The Importance of Legal Awareness for Freelancers
- Creating Watertight Freelance Contracts
- Setting and Managing Freelance Payment Terms
- Understanding Freelancer Legal Protections
- Navigating Intellectual Property Rights
- Termination Clauses: Protecting Both Parties
- Building a Legal Freelancing Checklist
- Freelancer Legal Resources
- Finding and Using Legal Freelance Consulting
- Real-Life Case Studies of Freelance Legal Disputes
- Proactive Steps to Protect Your Freelance Business
- Common Legal Mistakes Freelancers Make (and How to Avoid Them)
1. The Importance of Legal Awareness for Freelancers
As a freelancer, you might find yourself focusing primarily on delivering high-quality work, meeting deadlines, and networking for new clients. However, neglecting the legal side of your business can lead to serious consequences, including non-payment, disputes, and even legal liabilities.
Why Legal Knowledge Matters
- Financial Security: Proper contracts ensure that you are paid on time and in full for your work.
- Protection from Liability: Legal clauses can shield you from liability in case a project goes awry.
- Professionalism: Having a sound understanding of legalities showcases professionalism and builds trust with clients.
- Dispute Resolution: Clear legal agreements help resolve conflicts quickly and amicably.
Understanding Your Legal Obligations
Freelancers operate as independent contractors, meaning they are not protected by traditional employment laws such as minimum wage, overtime, and benefits. Instead, freelancers are governed by the terms of the contracts they create with clients, making it crucial to set up solid legal agreements that protect their interests.
2. Creating Watertight Freelance Contracts
Why You Need a Freelance Contract
A contract is more than just a formal agreement; it’s your primary protection in a client relationship. A detailed, clearly-written contract ensures that both parties understand their responsibilities and rights. It prevents scope creep, defines payment schedules, and provides legal recourse in the event of a dispute.
Essential Elements of a Freelance Contract
When drafting a freelance contract, include the following elements to make it legally comprehensive:
- Scope of Work:
- Clearly define what work is to be performed, including deliverables, deadlines, and any specific client requirements.
- Include what is not included in the scope to prevent scope creep, which is when clients continuously expand project requirements without additional compensation.
- Payment Terms:
- Specify how and when payments will be made. For example, outline if payments will be hourly, per project, or milestone-based.
- Include provisions for late fees if payments are not made on time.
- Revision Policies:
- Define the number of revisions included in the initial price. For instance, you may include up to two rounds of revisions for free, and anything beyond that incurs an extra charge.
- Intellectual Property (IP) Rights:
- State clearly who owns the final work once payment is made. Without clear IP terms, you might lose ownership of your creations.
- Confidentiality Clauses:
- Protect sensitive information shared by the client, such as trade secrets or proprietary processes.
- Termination Clauses:
- Define under what circumstances either party can terminate the agreement. For instance, non-payment or non-performance could be legitimate grounds for early termination.
- Dispute Resolution:
- Include clauses on how disputes will be handled, such as through mediation or arbitration, before escalating to legal action.
Real-Life Contract Mistake Example
A freelance writer once agreed verbally to a project but didn’t have a written contract. Halfway through, the client doubled the scope of work without offering additional pay. Without a contract to back up the original agreement, the writer was forced to choose between abandoning the project (and the initial payment) or working twice as hard for the same pay.
Creating Your Own Contract
If you don’t have the resources to hire a lawyer, consider using these platforms for freelance contracts:
- Freelancers Union: Offers a free contract creator tailored for freelancers.
- Hello Bonsai: Provides robust, legally-vetted contract templates for various freelancing industries.
- Rocket Lawyer: A platform that allows you to customize your own contract and consult with lawyers as needed.
3. Setting and Managing Freelance Payment Terms
Creating Clear Payment Terms
Payment disputes are one of the most common challenges freelancers face. Setting up clear payment terms in your contract helps prevent misunderstandings and ensures you get paid on time. Here’s what your payment terms should include:
- Upfront Deposits:
- An upfront deposit (usually 30-50%) protects against non-payment and ensures client commitment.
- Payment Milestones:
- For larger projects, break the payment into milestones. For example, you might charge 25% upfront, 25% midway, and 50% upon completion.
- Late Payment Penalties:
- Specify a late fee (e.g., 5% of the invoice amount after 30 days). This discourages late payments and motivates clients to pay on time.
- Invoicing Schedule:
- State when invoices will be sent and expected payment dates. Use clear terms like “Net 30” (payment due 30 days from the invoice date) to avoid confusion.
- Preferred Payment Methods:
- Mention which payment methods you accept (bank transfer, PayPal, etc.) and any associated fees.
Handling Non-Payment
Even with clear payment terms, some clients might delay or refuse to pay. Here’s what you can do:
- Send a Reminder: Politely remind the client a few days before the due date.
- Implement Late Fees: If payment is not received on time, remind the client of the late fee clause.
- Pause Work: Cease any ongoing work until payment is received.
- Use a Collection Agency: If the amount is significant, consider engaging a collection agency.
Pro Tip: Consider using escrow services like Upwork or Escrow.com, which hold payments until work is satisfactorily completed.
Real-Life Example: Managing a Non-Paying Client
A freelance web developer completed a project for a new client but didn’t receive the final payment. After sending multiple reminders, the developer threatened legal action. This was the turning point—the client finally paid. The developer learned to always include a late fee clause and use escrow for future projects.
4. Understanding Freelancer Legal Protections
The Need for Legal Protections in Freelancing
Unlike traditional employees, freelancers are not entitled to benefits such as unemployment insurance, workers’ compensation, or employer-sponsored health insurance. This makes it crucial for freelancers to establish their own legal protections to shield their business and personal assets from potential risks.
Legal protections help freelancers in the following ways:
- Shielding Personal Assets: By forming a business entity such as an LLC, your personal assets are protected in the event of a lawsuit.
- Handling Disputes Professionally: Legal insurance or professional memberships can provide access to lawyers for contract reviews and dispute resolution.
- Establishing Credibility: Legal documentation, including business insurance and professional contracts, showcases your business as credible and professional to potential clients.
Incorporating Your Freelance Business
There are several options when it comes to legally structuring your business. Choosing the right entity depends on your business size, tax considerations, and legal needs. Here are the primary types:
1. Sole Proprietorship
- Definition: The default structure for most freelancers. You and your business are legally the same entity.
- Pros:
- Easy and inexpensive to set up.
- Simplified tax filing.
- Cons:
- No separation of personal and business assets, making you personally liable for business debts and lawsuits.
2. Limited Liability Company (LLC)
- Definition: A separate legal entity that provides liability protection.
- Pros:
- Protects your personal assets from business liabilities.
- Flexibility in taxation; you can choose to be taxed as a sole proprietorship, partnership, or corporation.
- Cons:
- More complex and costly to establish than a sole proprietorship.
- Requires annual fees and compliance with state regulations.
3. S-Corporation or C-Corporation
- Definition: Suitable for larger freelance businesses with significant income or employees.
- Pros:
- Offers the highest level of liability protection.
- Potential tax benefits for S-Corporation owners.
- Cons:
- Expensive to establish and maintain.
- Requires corporate formalities, such as board meetings and record-keeping.
Business Insurance for Freelancers
Insurance provides an added layer of protection against unforeseen circumstances that could jeopardize your business. Consider the following types:
- General Liability Insurance:
- Covers claims related to property damage or personal injury caused by your business.
- Professional Liability Insurance (Errors and Omissions Insurance):
- Protects against claims of negligence or inadequate work.
- Cyber Liability Insurance:
- Covers data breaches and cyber-attacks, which is increasingly relevant for freelancers handling client data.
Resources for Setting Up Legal Protections
If you’re unsure about which legal protections to establish, the following resources can help:
- LegalZoom: Provides services for forming LLCs, corporations, and more.
- Rocket Lawyer: Offers affordable legal consultations and business setup guidance.
- Hiscox Insurance: Tailored insurance solutions for freelancers and small business owners.
5. Navigating Intellectual Property Rights
What Are Intellectual Property Rights?
Intellectual property rights are legal protections that apply to original creations such as art, writing, software code, and even business names. Understanding and managing IP rights is crucial for freelancers, as it dictates who owns the work created and how it can be used.
Key Types of Intellectual Property Protections for Freelancers
- Copyrights:
- Protects creative works like articles, designs, software, and photographs.
- Automatically applies upon creation in many jurisdictions but registering your copyright offers stronger legal protection.
- Trademarks:
- Protects brand elements such as business names, logos, and slogans.
- Essential for freelancers looking to establish a brand identity.
- Patents:
- Protects inventions or new processes. Less common for freelancers but crucial for those involved in product design or technology.
- Trade Secrets:
- Covers proprietary processes or strategies that give your business a competitive edge.
- Often protected through non-disclosure agreements (NDAs).
Who Owns the Intellectual Property?
The ownership of intellectual property often becomes a contentious issue between freelancers and clients. There are two common scenarios:
- Work-for-Hire Agreements:
- In a typical work-for-hire agreement, the client retains full ownership of the work created.
- Standard in freelance writing, design, and software development contracts.
- Freelancer-Owned IP with Licensing Rights:
- The freelancer retains ownership but grants the client specific usage rights.
- Useful for photographers, designers, or writers who want to resell or repurpose the work.
Protecting Your IP as a Freelancer
- Use Clear Contract Language:
- Always specify who owns the IP rights in your contracts.
- If you want to retain ownership, include licensing clauses that detail how the client can use the work.
- Register Copyrights or Trademarks:
- For critical assets like logos or unique content, consider registering your IP. This provides stronger protection in the event of infringement.
- Include IP Transfer Clauses:
- If the client demands full ownership, include an IP transfer clause in exchange for a higher fee.
Tools and Resources for Managing IP
- US Copyright Office: Register copyrights for stronger legal protection.
- Trademark Electronic Application System (TEAS): Manage and register trademarks online.
- Creative Commons: For freelancers looking to license their work with specific permissions.
6. Termination Clauses: Protecting Both Parties
Why Termination Clauses are Important
Termination clauses are often overlooked, but they are vital for protecting both the freelancer and the client. They outline the circumstances under which a contract can be ended and what happens to the work and payments if the relationship is terminated prematurely.
Types of Termination Clauses
- Termination for Cause:
- This clause allows either party to terminate the agreement if the other party breaches a critical term, such as non-payment or non-performance.
- Termination Without Cause:
- Either party can end the contract for any reason, typically with advance notice (e.g., a 30-day notice period).
- Mutual Agreement:
- Both parties can agree to terminate the contract amicably, often with specific terms regarding final payments and deliverables.
What to Include in a Termination Clause
- Notice Period:
- Specify how much notice is required before the contract can be terminated.
- Payment for Completed Work:
- Outline how much will be paid for any work completed up to the termination date.
- Refund Clauses:
- If the client paid an upfront deposit, specify whether it is refundable in case of termination.
- Handling of Work in Progress:
- Define what happens to incomplete work, especially if it involves sensitive client information.
Real-Life Example of Termination Clause Misuse
A graphic designer worked on a website redesign for three months. Mid-project, the client decided to switch directions and terminate the contract. Without a clear termination clause, the designer was left with unpaid invoices and no legal recourse. Including a termination clause with specific terms could have prevented this situation.
Pro Tip: Always consult a legal professional when drafting complex termination clauses to ensure they are enforceable and fair.
7. Building a Legal Freelancing Checklist
Why Freelancers Need a Legal Checklist
Legal aspects can often be overwhelming, especially when juggling multiple projects and clients. A structured checklist simplifies the process, ensuring that all legal bases are covered. This comprehensive legal freelancing checklist will help you stay organized, compliant, and legally protected in your freelancing journey.
The Ultimate Legal Freelancing Checklist
Use this checklist to make sure you’re not missing any essential legal steps:
- Create a Business Entity:
- Decide whether a sole proprietorship, LLC, or corporation fits your needs.
- Register your business name with your state’s business office.
- Draft and Customize Contracts:
- Create a master contract template.
- Customize each contract for specific clients, detailing project scope, payment terms, IP rights, and termination clauses.
- Set Up Payment Terms:
- Include upfront deposits and milestone payments in your contracts.
- Specify late fees and payment methods.
- Obtain Necessary Business Licenses and Permits:
- Research whether your freelancing niche requires specific permits or licenses.
- Purchase Business Insurance:
- General Liability Insurance
- Professional Liability Insurance
- Cyber Liability Insurance (if handling sensitive client data)
- Protect Intellectual Property:
- Include IP clauses in all contracts.
- Register copyrights, trademarks, or patents as necessary.
- Establish a Legal Record-Keeping System:
- Keep copies of all contracts, invoices, communications, and tax documents.
- Use Non-Disclosure Agreements (NDAs) When Needed:
- Draft NDAs for projects involving sensitive information.
- Set Up a Dispute Resolution Process:
- Include a dispute resolution clause in every contract.
- Document all communications for easy reference in case of a dispute.
- Consult a Lawyer for Complex Legal Matters:
- Hire a legal consultant for high-stakes projects or disputes.
- Consider joining professional organizations that provide legal support.
How to Use the Checklist
Check off each item as you implement it in your freelancing business. Revisit the checklist regularly, especially when taking on new clients or expanding your services.
Pro Tip: Use digital project management tools like Trello or Notion to create a digital version of this checklist, allowing you to track your progress in real time.
8. Freelancer Legal Resources
Why Legal Resources are Important
Freelancers often need quick access to reliable legal information, contract templates, and professional advice. Having a curated list of trusted resources ensures that you’re well-equipped to handle any legal challenge that may arise.
Top Legal Resources for Freelancers
- Freelancers Union:
- Offers legal guidance, contract templates, and professional advocacy.
- Visit Freelancers Union
- American Bar Association (ABA) Freelance Resource Center:
- Provides legal resources and guidance specifically tailored for freelancers.
- Visit ABA Freelance Resource Center
- Nolo:
- A publisher of legal books and software, offering resources on forming business entities, drafting contracts, and resolving disputes.
- Visit Nolo
- Rocket Lawyer:
- An online legal service that offers a wide range of customizable contract templates, legal advice, and business setup guidance.
- Visit Rocket Lawyer
- LegalZoom:
- Provides legal document preparation, business formation services, and ongoing legal support for freelancers.
- Visit LegalZoom
- Hello Bonsai:
- Offers legally vetted freelance contract templates and invoicing tools to manage the entire client relationship.
- Visit Hello Bonsai
- UpCounsel:
- A marketplace for finding freelance lawyers specializing in various aspects of business law.
- Visit UpCounsel
- LawDepot:
- An online platform for creating customized legal documents like contracts, NDAs, and IP agreements.
- Visit LawDepot
Utilizing Legal Resources Effectively
- Bookmark these resources and use them as references whenever drafting contracts, managing payments, or resolving disputes.
- Join relevant professional associations (like the Freelancers Union) to access ongoing legal support and networking opportunities.
9. Finding and Using Legal Freelance Consulting
When to Seek Legal Consulting
Freelance legal consultants provide expert advice on specific legal matters, such as contract disputes, intellectual property rights, or complex client relationships. If you’re dealing with high-stakes projects or navigating unfamiliar legal territory, consulting a legal expert can save time, money, and stress.
Situations That Call for Legal Consulting
- Complex Contract Negotiations:
- When working with large clients or on high-value projects, a legal consultant can help negotiate terms that protect your interests.
- Intellectual Property Disputes:
- If a client challenges your ownership of work, a legal consultant can help resolve the issue and ensure your IP rights are protected.
- Forming a Business Entity:
- Consulting a professional ensures you choose the right entity (LLC, S-Corp, etc.) for your business and file the necessary paperwork correctly.
- Tax Issues and Compliance:
- If you’re unsure about tax deductions, business expenses, or multi-state operations, a legal or tax consultant can provide clarity.
Where to Find Freelance Legal Consultants
- UpCounsel: Connects freelancers with top-rated legal professionals who specialize in small business and freelance legal matters.
- LawTrades: Offers a marketplace for legal professionals specializing in freelance contracts, disputes, and compliance.
- Clerky: Focused on legal paperwork for startups and freelancers.
Pro Tip: When hiring a legal consultant, always verify their credentials, read reviews, and ensure they specialize in freelance or small business law.
10. Real-Life Case Studies of Freelance Legal Disputes
Case Study 1: Non-Payment and Scope Creep
Scenario: A freelance graphic designer agreed to a project with a small business. The contract was vague, and the client kept requesting additional features beyond the original agreement. The designer eventually refused to continue without additional payment, leading to a dispute.
Outcome: Without a specific contract outlining the scope and payment terms, the designer was unable to enforce the extra charges. They lost not only the payment for extra work but also the original project fee when the client terminated the contract.
Lesson Learned: Always include detailed scope and payment terms in your contracts, and have clients sign off on any changes.
Case Study 2: Intellectual Property Dispute
Scenario: A freelance writer created a series of articles for a startup. The contract specified that the writer would retain the rights to the articles, but the startup published the content under their own name without crediting the writer.
Outcome: The writer took legal action and won the case, as the contract clearly stated that the writer retained ownership rights. The startup had to pay a settlement and credit the writer retroactively.
Lesson Learned: Clearly define IP rights and usage terms in your contracts, and monitor how your work is used.
Case Study 3: Termination Without Compensation
Scenario: A freelance software developer was midway through a long-term project when the client decided to terminate the contract without warning. The contract did not specify a termination clause or final payment terms.
Outcome: The developer lost thousands of dollars of potential income and had no legal recourse to claim compensation for the hours already worked.
Lesson Learned: Include a robust termination clause with provisions for payment in your contracts.
11. Proactive Steps to Protect Your Freelance Business
Implementing Legal Best Practices
- Always Use Written Contracts:
- Never start a project without a signed, written agreement that details all project aspects, payment terms, and rights.
- Consult Legal Experts When Needed:
- If unsure about any legal aspect, consult with a freelance legal professional.
- Document Everything:
- Keep copies of all communications, contracts, and project details in a secure location.
- Stay Updated on Legal Changes:
- Legal standards for freelancers can vary by state and industry, so stay informed.
- Protect Your Brand:
- Register your business name and any unique brand elements to protect your identity.
Pro Tip: Consider setting up a legal retainer with a freelance-focused lawyer for ongoing support.
12. Common Legal Mistakes Freelancers Make (and How to Avoid Them)
Why Freelancers Often Overlook Legalities
Many freelancers enter the field focused on building their portfolios, growing their client base, and improving their craft. In doing so, they often neglect legal protections, assuming that such measures are only necessary for larger businesses. However, overlooking legal considerations can lead to serious financial and professional consequences. For instance, failing to draft solid contracts or secure proper intellectual property rights can result in disputes that drain time and money. Implementing basic legal safeguards early on not only prevents potential pitfalls but also establishes a more professional image to clients. Seeking legal counsel alongside financial tips, such as tailored savings advice for freelancers, can help create a more stable and secure foundation for long-term success.
Here are the most common legal mistakes freelancers make and strategies to prevent them:
Mistake 1: Starting Projects Without a Written Contract
Scenario: A freelancer agrees to start a project based on a verbal agreement or a casual email exchange. This exposes them to scope creep, non-payment, and potential disputes.
Why It’s Risky: Without a written contract, it’s difficult to prove what was agreed upon, and the freelancer has no legal recourse in case of disagreements.
How to Avoid It:
- Always create a written contract, no matter how small the project or how well you know the client.
- Include key elements such as project scope, payment terms, deadlines, revision policies, and dispute resolution mechanisms.
- Use digital signing platforms like HelloSign or DocuSign to streamline the process.
Real-Life Example: A freelance developer began a project based on a series of email exchanges. When the client’s requirements kept changing, there was no formal agreement to refer to, and the developer ended up working significantly more than initially discussed. Ultimately, the client refused to pay for the extra hours, citing that it wasn’t agreed upon in writing.
Lesson Learned: Always formalize agreements with a signed contract, even if the client seems trustworthy.
Mistake 2: Not Specifying Payment Terms Clearly
Scenario: A freelancer completes a project but waits for months to get paid because there were no clear terms about when payments were due.
Why It’s Risky: Ambiguity around payment schedules and methods can lead to delayed or partial payments, impacting cash flow and profitability.
How to Avoid It:
- Include precise payment terms in the contract (e.g., “Net 15” or “Net 30”).
- State any late fees or penalties for delayed payments.
- Consider requesting an upfront deposit, particularly for large projects.
Pro Tip: Use automated invoicing platforms like FreshBooks or Wave to send invoices on time and track payments.
Mistake 3: Ignoring Intellectual Property Rights
Scenario: A freelance photographer creates a stunning series of images for a client without discussing who owns the rights. Later, the client uses the images in a massive advertising campaign without additional compensation or credit to the photographer.
Why It’s Risky: Without a clear agreement, freelancers might unintentionally give away ownership of their work, missing out on royalties or licensing opportunities.
How to Avoid It:
- Include an IP clause in the contract specifying who owns the rights to the work.
- If you want to retain ownership, offer a licensing agreement instead of a full transfer of rights.
- Register your copyright for critical pieces to protect your work legally.
Mistake 4: Not Setting Up a Legal Business Entity
Scenario: A freelancer operates as a sole proprietor and faces a lawsuit due to a client dispute. All their personal assets (e.g., savings, car, house) are at risk because there’s no separation between business and personal liabilities.
Why It’s Risky: Operating without a legal entity like an LLC exposes your personal assets to risk in case of legal issues.
How to Avoid It:
- Consider setting up an LLC or corporation to separate personal and business liabilities.
- Use platforms like LegalZoom or Incorporate.com for easy business formation.
- Maintain separate business bank accounts to clearly distinguish between personal and business finances.
Mistake 5: Skipping Non-Disclosure Agreements (NDAs)
Scenario: A freelance web developer is hired to build a proprietary system for a tech startup. Without an NDA, the freelancer discusses the project with another potential client, inadvertently leaking confidential details. The startup sues for breach of confidentiality.
Why It’s Risky: NDAs protect both parties by legally prohibiting the sharing of confidential information. Without one, you’re vulnerable to legal action if sensitive information is disclosed, even unintentionally.
How to Avoid It:
- Use an NDA template for projects involving sensitive information.
- Customize the NDA to include specific terms, such as duration and scope of confidentiality.
- Consider using free NDA templates from platforms like LawDepot or Freelancers Union.
Conclusion: Building a Legally Sound Freelance Business
Establishing a successful freelance career requires more than just delivering quality work and meeting deadlines—it involves understanding and navigating the legal landscape to protect your business, your finances, and your reputation. Freelancers, unlike traditional employees, must take the initiative to set up comprehensive legal protections because they lack the institutional support typically found in a corporate setting.
Key Takeaways
- Always Use a Comprehensive Contract: A solid contract is the cornerstone of a healthy freelancer-client relationship. Include details such as the scope of work, payment terms, intellectual property rights, and termination clauses to ensure clarity and legal protection.
- Set Clear Payment Terms: Never leave payment details ambiguous. Define upfront deposits, milestones, and late fees in your contract. Use digital tools to automate invoicing and follow up on payments.
- Protect Your Intellectual Property: If you’re creating original work, be it design, writing, or code, ensure you understand and leverage your IP rights. Decide whether you want to transfer ownership or license your work to the client and document this clearly.
- Establish Legal Protections: Consider forming a business entity like an LLC to separate personal and business assets. Obtain business insurance for additional protection against legal claims or disputes.
- Know When to Consult a Legal Professional: Some situations, such as contract disputes or IP conflicts, may require expert legal advice. It’s better to spend on legal consultation upfront than face costly disputes down the road.
- Utilize Trusted Resources: Use platforms like Freelancers Union, Hello Bonsai, Rocket Lawyer, and UpCounsel to access contract templates, legal resources, and professional consultations.
Final Thoughts
Freelancing is a rewarding career path, but it requires a strong legal foundation to sustain and grow. By implementing the strategies and practices outlined in this guide, you’ll not only avoid common pitfalls but also build a professional reputation that attracts quality clients.
Remember: A legally sound freelance business is a successful business. Prioritize legal considerations as much as you would your craft, and you’ll have the peace of mind to focus on what truly matters—producing high-quality work and achieving your career goals.
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