630 I Almost Got Sued as an MSP (And How I Avoided It)

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[Uncle Marv]
Hello friends, Uncle Marv here with another episode of the IT Business Podcast powered by NetAlly. This is the Wednesday live show and it is going to be a fantastic one. I have sitting in the green room, your favorite technology lawyer, the super attorney of South Florida, Bradley Gross, will be joining us in just a minute.

And yes, we are going to have a fantastic time. I should probably warn everybody, I don't have a little disclaimer, so let me do this. I'm going to put a little caution thing here.

If you are watching the live show, I've got a caution tape up. I don't have an official disclaimer, but I want to put this up because there is going to be some discussion tonight about some legal things. And I need to let you all know that Bradley Gross is not answering legal questions officially tonight.

I will be sharing some things that might be triggering to some of you. And there will probably be some cursing and some weeping and gnashing of teeth. So I want to let you guys know that ahead of time so that nobody is shocked when they hear a curse word come out of my mouth.

And I will just say that out loud. Yes, a curse word may be coming out of my mouth tonight. So be warned.

It could happen. All right. So before we get started, let me also say that our live show tonight is brought to you by Computers Done Right, your one-stop shop for all things tech.

Computersdoneright.com offers a comprehensive suite of managed IT services, computer repair, and customized solutions backed by experienced technicians. Computersdoneright.com. And in my hand, our mug sponsor, Super Ops, the all AI-powered PSA RMM platform that streamlines your IT management.

Super Ops helps you work smarter, not harder. Experience the future of IT operations today. Superops.com.

And there is my first sip of beverage for the evening. All right, folks, let's get to it. I want to say thank you for those of you in the chat watching.

I see my good friend Keith in there. I know that there are some others in other places. We are streaming live on YouTube and the Facebook.

And I cannot see those of you joining us by LinkedIn, but we are also streaming there. And also on the front page of ITbusinesspodcast.com. And let's go ahead and get our friend in here, Bradley Gross, from the law offices of Bradley Gross.

Brad, how are you? I'm doing well. I am looking forward to the gnashing of the teeth.

That's really what I'm looking forward to. Because cursing, I've heard that before. But gnashing of the teeth, now that, you know, you don't normally see that on a Wednesday evening.

No, you don't. No, that's usually reserved for a church fellowship. But not here.

Not here. Yeah, that's true. Yes, I encourage cursing and gnashing at all times.

So we'll be on the same page. Good to be here. So most of our listeners will know you.

We have shared the screen here many times over the years. I first met you back in 2018. I'm saying that for multiple reasons because that also will be part of the story later tonight.

And you have always been the person that has helped guide us when it comes to managed service agreements, scope of work, other things. And you have your own little podcast, the Technology Broadcast. I do.

I do indeed. It's devoted to the industry. Yeah.

Now, I think I'm one or two episodes behind, but maybe just one. One of the podcasts you did was actually a follow-up on a story that everybody paid attention to. And it was about that firm out west that got sued by their client for a million dollars for a breach.

And everybody was kind of glued to that. It was big news for like a week and now nothing. Well, I think there are a couple of reasons for that.

Okay. I mean, well, reason number one is when it hit, it made a big splash because it was one of the few times that an MSP was actually sued and it made the news. Okay.

That's one. And then second, it was sued by a law firm. So that's always a little scary.

Right. But I think that the reason why it sort of has died out a little bit is because after the initial analysis, which we could talk about, not much has happened in that lawsuit. I went on this evening to the Sacramento County's record search.

And in fact, other than the filing of the lawsuit, there has been no record of no activity of record, meaning there might be things going on in the background that we don't know about. But as far as filing, was there a response to the lawsuit? Hasn't been filed.

Was there a motion for a motion for summary judgment or a motion to dismiss anything? Nothing's been filed. So either they're ignoring it, which I doubt, or maybe there are negotiations going on in the background, which is probably more likely.

And that's kind of what I thought that there's probably, you know, discovery hearings. There's probably, you know, discovery itself happening where they've got to do some investigation. And, you know, what emails actually went back and forth?

What was the agreement, if any? All of those things and those things don't. I mean, the curious the curious part is that when the lawsuit is filed and served, when it's I should say when it's served on a defendant, the defendant generally has about 30 days to respond.

This lawsuit appears to have been served, but there's been no response in that 30 day time period expired a while ago. So that would indicate to me just looking from the outside in that the parties have probably come to some sort of agreement that we can put off filing a response until something happens, maybe negotiations and so on. Or, you know, I just find it hard to believe that both defendants just ignored the filing date.

All right. So I'll ask you that question again later as we talk about another situation. But on your broadcast, you actually had given a few things that we in this industry, IT service providers, managed service providers, you know, these are things that should remind us that we need to have agreements.

We need to have it written out, spelled out responsibilities, all of those things. So has there been anything new from your standpoint that maybe you want to add that MSPs should take to heart in a situation like that? Sure.

Well, that that lawsuit was a sobering reminder that oral agreements aren't worth the screen that they that they don't appear on. Is that a phrase? I don't know.

Oral agreements mean nothing. Not that they can't be enforced, but they create ambiguity. Right.

They create a vagueness that allows people to say whatever they want to say, bring whatever kind of suits they want to bring. And it's only through attorneys and money and time that the truth comes out. And that's the problem with oral agreements.

It's not that they can't be enforced. It's interpreting them is so expensive. And that's what we're seeing here.

This this this particular case is all based on an oral agreement. And it's an oral agreement ready for cybersecurity. I mean, of all things that you don't want to handle in an oral agreement.

It's the most important thing that an MSP can do and the most important thing that a customer of an MSP can receive cybersecurity. It did that with an oral agreement. The lesson is stop with oral agreements.

And if you have one and it's based on cybersecurity, then just find an attorney now and pay the retainer because you're going to end up doing it at some point. All right. Well, I'm sure we'll hear more about that later at some point, if not only to hear that it's been settled and the terms are nondisclosed.

Of course, they're not going to be disclosed. Right. I mean, the lessons will still be the same.

I think that one of the biggest lessons, one of the biggest curiosities of the agreement, I'm sorry, of the lawsuit is that the plaintiff is a law firm and the attorneys representing the plaintiff are the law firm. They're actually representing themselves in court. So that is I mean, there's so it's such a perfect storm of weird things going on that I can't wait to see how it's resolved.

But I agree with you. It'll probably be resolved. And everyone will say we reached an amicable resolution.

And that's all we'll ever know. I don't believe in amicable endings when it comes to lawsuits. But it doesn't say that everyone's happy.

It's just an amicable resolution. Usually the only people amicable that treat it as an amicable resolution are the attorneys. They're very friendly about it.

Yeah, of course. As long as the money, as long as the checks keep cashing, they'll be as friendly as you want. Any resolution that I'm paid for is an amicable resolution, my friend.

That's what we're going to say. So a question has just popped up in the chat here. What about the attorney should know better about agreements and saying they took unscrupulous advantage of the MSP?

Well, I think that and that's a great question, Keith. You know, the so when a court is confronted with conflicting statements about what was covered under the arrangement, right? Lawyers going to say, I should have gotten ABCD for cybersecurity.

And the MSP is going to say, no, that's not what we agreed. Well, who is the court to believe? Well, all other things being equal.

I agree with you. The court very well might turn around and say, on balance, since I have to try to figure out what's going on here. You, Mr. Attorney, you write contracts for a living. If this was so important to you, right? If you knew what you were getting with precision, you would have put it down on paper, right? But you didn't, did you?

You didn't. So maybe it wasn't that important. Maybe actually the way you're saying things isn't the way it happened.

And we're going to err on the side of the MSP. That is an entirely valid possibility. Now, I know I've talked about this amongst my friends.

I don't think I've said this to you directly or on a podcast or anything. But I work with a lot of attorneys. And there are times where I get frustrated because the feeling that I get from them sometimes is, well, we're not going to worry about it now.

If it becomes an issue, we'll figure it out in court. Because the belief is because they're the attorneys and I'm not, that they'll be able to get their will done at the courtroom. I usually respond with; I've got attorneys too.

Right. Right. Everybody has hired guns.

And don't think that your hired gun is necessarily going to have some advantage over any other hired gun. I mean, maybe. But that's not the way to, that's not a business strategy, right?

The idea is not to say, well, if it happens, we'll deal with it. No, you deal with it now. And by the way, that's the same philosophy that I have when drafting agreements, right?

Hard questions, hard issues have to be presented to the customer. Well, you know what? It's not an issue now.

We'll worry about it later. No, worry about it now. Because at the time it becomes relevant, it's not just a hard issue.

It might become an intractable issue. So I agree with you. Yeah.

Deal with it now and don't put off in the future what is likely to happen. Right. For sure.

All right. So I see the viewer numbers going up. I haven't felt this way since 2019.

They're waiting for Nash. They're waiting for you to Nash.

[Bradley Gross]
I want to hear it.

[Uncle Marv]
So let's get to that. Let's get to that. So I'm going to direct your attention back to a show we did back in March of 2022.

Is it going to be like wavy lines? You know, like back in 2022. Come on, where's the editor?

And your hair will be long and I will have dark black hair.

[Bradley Gross]
We all had more hair. We were all thinner with more hair. I don't understand.

[Uncle Marv]
So we did a show about fiduciary duty. Okay. And I was so gung ho to talk with you about that.

And I don't think you understood why I was so gung ho about that show. But let me tell you why. So in 2021, just after the year of our COVID, I was in a situation where I allowed an old customer to come back into my life.

You know, kind of like that girlfriend, that spouse that you don't want to see, but they come a calling with that, you know, midnight call or whatever. And this was a customer that I actually initially met in 1998. And we parted ways in 2012.

And we won't go into the reasons why we parted ways. But the reason I was back in their life was because the person that they were using at the time had ruined some backups and didn't quite know how to network them properly. They were dealing with server issues.

And they're like, can you please come save us? Can you try to help us get our data back? Blah, blah, blah.

And reluctantly, I said, all right. But we're going to have to have an agreement. And at the time, we just kind of did a let me get in here.

We'll figure it out. But we've got to sit down and hash out this agreement. I did not make them sign something before I got started.

So there was an old client and you fell for that. Well, yeah, they were like, you know, come on, you know me. I just opened the door.

Someone closed it. Yes, go on. So bad on my part, I know.

But at the time, I wasn't doing much. It was just I put my agent on. I'll start looking around.

I tried to help them with the backup. It was gone. So we had started to get them set up with some stuff.

But I had this agreement in hand ready to go. But they would never sit down to have the meeting with me. Did they tell you why, by the way?

Oh, it was just. Did they have an excuse or was it just. No, it's just I don't have time.

I don't have time. Can we deal with it next week? I've got to be at court.

You know, all these excuses. Now, the second thing that happened was they actually got a letter from one of their clients that gave them a list of security requirements that they needed to do if they wanted to continue doing business. And I said, OK, they've got to do it now because I can't do any of this unless we have an agreement.

Signed agreement. Yep. The first thing that needed to be done was a risk assessment, which they actually did.

So they did that before they signed my agreement. And I don't know how much they spent on it, but they spent a lot of money. It was an independent risk assessment.

Yes, third party. Meaning it wasn't you.

[Bradley Gross]
It wasn't me.

[Uncle Marv]
I wasn't going to make that mistake either. So they get the risk assessment back and it actually gives them a score and they pass 2% of the criteria and fail 98% of the criteria. Look, if you're going to go big, go big.

We're not just going to fail a little bit. We're going to be disastrous. OK.

So the holidays were coming up and it was like, OK, we'll get to it at the start of the year. Well, start of the year came, nothing. And I'm at this point, I'm like, look, I'm not doing squat for you guys.

I'm not taking on this responsibility. You have the agreement. You have the – well, they didn't have the agreement because I didn't give it to them.

They wouldn't sit down to talk to you.

[Bradley Gross]
Correct.

[Uncle Marv]
So that was the one good thing. I'm like, I'm not emailing it. They're like, let us look it over.

I'm like, no, no, no, no. We're going to sit and go over this together.

[Bradley Gross]
I knew them.

[Uncle Marv]
I knew them. What else happened? Trying to think of all the little details because I know you may have questions.

The bottom line is nothing happened. The beginning of February, they get hit with a ransomware and they lose data. Shocking.

And I was kind of like, well, it happens. And the guy actually, when I showed up at the office to assess the situation, he actually says to me, I guess this is what we should have been paying you for, right? I said, yeah.

I guess I'm going to record that and I'd like you to say it one more time. Speaking to the mic. Right.

Wow. So the bottom line is I wish I had put my foot down and said, well, before we do anything, you sign this right here and now. Right.

But they didn't. And I didn't force it. It was just, it was a Friday afternoon.

What's the quickest way I can get them at least back up and running by Monday? Right. So we go through and do all of that.

Well, after that, they still wouldn't sit down until one day they came to me and said, okay, we're ready to sit down. I came with my contract ready to go over stuff. They wanted to talk about, well, what are we going to do about this missing data and what are we going to do about this rant?

I'm like, we're not doing anything. I did what I did. I got you back up and running.

Oh, by the way, you need to pay me for that. They want to jump right into surgery without actually hiring the surgeon. Right.

And doing the pre-op work.

[Bradley Gross]
Yeah.

[Uncle Marv]
They just want to go right into surgery. So basically to make a long story short, that meeting, I just finally got to the point where I'm like, you're not going to pay me for the work I've already done and you're not going to sign this agreement. I think we're done.

And I walked. Good. But a month later, I get a letter.

They weren't happy with that. So a month later, I get a request for insurance information and preservation of information. The most common type of shot over the bow that attorneys send out.

Right. Which was right around the time you and I were having this conversation about fiduciary duty. Only I couldn't tell you.

That I was right. That I was right. Because you're a creature of contract.

[Bradley Gross]
Right.

[Uncle Marv]
The 30 second right review of what I said back then. And I'm saying it now as well. Is that everything that MSPs do right now is a creature of contract.

Meaning if it's in the contract, you're responsible for it. If there is no contract or a contract does not expressly provide for something, then in all likelihood, you're not. That is very different than other professions like medical.

Right. The medical profession where if a doctor sees something, even though that might not be what you went to the doctor for, if the doctor has a reason to believe you might be ill, he has or she has a fiduciary duty, a Hippocratic Oath relationship to say, hey, you should look into this. We should look further.

MSPs don't. And so if you asked them to sign an agreement and they did not sign an agreement, well, then you have no other duty to them. There's no what.

But you've known us for so long, but you were in our office and you should have seen this. No, that does not exist in this industry. So they could threaten all they want.

But I'd be shocked if they actually thought they had grounds to move forward. Well, at the time they did because I went ahead and agreed. I went ahead and reached out to my insurance provider who got me an attorney and had to pay my deductible.

It wasn't too bad. But then they sent the letter of demand. Again, that's just the bow.

If I can, I'd be the first one to curse. Go ahead. That's a shot over the bow.

Bullshit. That isn't. I mean, yes, theoretically, a demand letter is the start of litigation, but that's not real litigation.

Litigation is the filing of a complaint. You know, the demand letters are just let's threaten him and see if we could intimidate him into believing a he had a duty to pay, you know, to do something. And B, he feels so badly.

He's going to pay us. That's what they did. So I was like, hell no, that ain't happening.

And I've got attorneys too. And I just literally handed everything over because the amount that they were asking for, like you said, was fucking unbelievable number that they were asking for. It wasn't a million dollars.

You know, it wasn't that ridiculous, but it was ridiculous, nonetheless. So to kind of make the super long story short, that was in 2020. So all this happened in 2021.

2022 is when you and I were having that discussion. And literally nothing happened from whatever this, the demand letter. Yeah.

So the demand letter was actually in June, 2021, but I'm still thinking, okay, any day now something else is going to drop. Well, at the end of 2022, my attorney after multiple attempts and they were, they were right on it every month. They were asking for an update from the other side.

And we had basically sent back some stuff off our own. I won't get into it too much, but it was basically proving your losses. Yeah.

Prove that you didn't already go to your insurance company and get reimbursement for stuff. Prove that there was a breach of contract when there was no contract. Because that's the whole basis, right?

Prove there was a contract and prove there was a breach. Yeah. So at the end of 2022, my attorney said, look, nothing's happening.

They're not even responding to their own attorney. We're going to consider this claim dead. However, this could pop up in another four or five years based on the statute of limitations in Florida.

And I was like, fuck, I got to worry about this for, for that long. Yeah. But there are the longer.

Okay. So, and I'm not even commenting on your particular case. I'm just saying in general, once an incident happens, obviously the length of time that passes before litigation ensues is, is, is a factor when you, you know, when you lie in bed and look up at the ceiling and think, is this going to happen or not?

The longer it takes, the less likely they are to bring litigation. Sometimes it's because they find out facts that they didn't know. And then, you know, now we can't sue, or maybe it was our fault.

Sometimes it's on advice of counsel, right? Sometimes it's like they realize they don't actually have the money or the stomach to sue. But I can tell you that after a year, if a year or more passes, all of the statistics show that the odds of litigation being filed at that point drop exponentially, exponentially.

So yeah, there are statutes of limitations, of course, and until they expire, I guess you're still under that gun, but I wouldn't lose any sleep over this. So it was, it was interesting, but I do want to bring up one point because one, obviously having the four with all to say, I'm not doing anything without a contract, I think helped. Because there are a lot of us collectively as the MSP channel that probably should have started doing work without the contract signed.

And now we're coming full circle to the, the Halstead versus LanTech case that we've started off talking about, right? That was based on an oral agreement and then things went south. And then the question is what was covered?

What wasn't? What was the duty? What?

Yeah. And you know what? Had they simply said, we're not touching your system unless you sign an agreement that has a clear list of a scope of work and so forth, that lawsuit would have been avoided.

And I think you did the exact right thing. You avoided being the next LanTech by saying, I'm not moving further. I'm not touching your system until you sign something.

Yeah. Good for you for having that kind of foresight. A lot of MSPs don't.

Now I will say one thing that still was impacted was the next year when it came time for my cyber liability renewal, they initially rejected me and I said, wait a minute, I wasn't my breach. And they said, yeah, but it was a claim.

[Bradley Gross]
Right.

[Uncle Marv]
I was like, what?

[Bradley Gross]
Right.

[Uncle Marv]
So the car insurance, right? Yeah. Yeah.

Even if the claim is, is relatively small, you put in the claim. Yeah. And, and, you know, Florida is one of those no fault States and it doesn't, it doesn't matter whose fault it is.

You put in the claim. So it goes against you. So I did have to go for what it's worth.

And I don't know if this matters anything to the insurance company. If you point out, you know what, if you're thinking about insuring me, realize I'm not stupid. I don't proceed without a written contract as you can see from this case.

And I have attorneys, me or anyone else write up my contracts. So, you know, you're a damn good insurable risk. I happen to think, but what the hell do I know?

I'm not an insurance company. So, but I did get it reinstated. I had, I had to jump through a couple of hoops.

I had to, you know, write out all the circumstances and stuff like that. It took a little while. Um, my rates a little higher.

That sucks. But so, um, our good friend asked, so the question is, is no contract better than having a poorly written contract without protections? You know, reasonable people can differ on that.

God bless you for always bringing up these, these, you know, these, these questions that can go either way. Um, look, if you have no contract, what you're going to come down to is if you have to figure out what's going on, you'll look at the, um, actions of the parties, what was done, what wasn't done, what is reasonable in the industry, and then you have to figure it out. If you have a poorly written contract, you probably have to undertake the same analysis, right?

Because it's so poorly written. It's almost as if having no guidance whatsoever. So I would say that a poorly written contract and having no contract are akin, are equal.

They really are. They're equal. Um, they don't protect you.

They don't lend themselves to clarity. They do lend themselves to extreme amounts of discovery and attorney's fees. So, you know, even, uh, and again, taking up your point again, Mark, where you said, um, well, we'll deal with it later.

You know, if there's a disagreement, um, even though I have a poorly written contract, I'll deal with that. You know, I'll deal with the customer. No, no, no.

We're all friends until we're not friends. And when we're not friends, we are not friends through a court complaint. So deal with it now.

You know, if you have a crappy agreement, deal with it now for sure. So my unofficial board of directors, I reached out to them every so often and ask them, Hey, I've got these shows coming up. What questions do you, you know, you think I should ask?

Um, the one question I know we've addressed before, but we always talk about the master service agreement that doesn't change, right. But yet, but yet things change. Right.

And I know that there have been times and you and I have actually had discussions where maybe an addendum is an order for particular thing. But are there times where we do need to sit back and say, okay, you know what? Cybersecurity has changed in the last five years.

The threats have changed. Um, AI is now a big part of stuff and it's going to be part of what we provide. Do we need to change our master service agreements to match the current landscape?

Well, first of all, my position has always been that to the greatest extent possible, we don't change our MSAs, right? There are constitution. Uh, they are, uh, in my view, um, um, they should not be changed.

They are applicable to everything you do and everyone has to accept it. The way that if, if something changes, my approach is we'll make the change in your quote, statement of work proposal, whatever you want to call it. I call it a quote, right?

Um, in the quote, you can make a change and craft a solution for a particular situation because if your MSA is written correctly, your quote will overrule a conflicting term or an absent term in your MSA. So if there's a particular issue that is unique to a particular customer, make the change in the quote, it will overrule, but we keep our MSAs as is. Now what you're saying is, okay, but there are new realities out there, right?

There are new realities. Um, and AI is certainly one of them. At what point do we update our MSAs to accommodate those new realities?

And I would say that while you shouldn't change your MSA very often, you probably want to think about updating it to accommodate new realities like new realities in cybersecurity, new realities in insurance forms, right? Five, six years ago, how many MSPs were asked to fill out insurance forms on behalf of their customers? Now it's like an everyday thing.

That's a reality, right? Think three years ago, if I said to you, Marv, um, NCE, what is it? You think, well, I don't know.

I think I've heard about it. NCE, right? Isn't that something Microsoft, now it's commonplace.

AI, all of these new realities are coming out. That would be a time to update your MSA to accommodate those. Yeah.

And that happens every few years. Now I know you and I had talked about the fact that if you're doing your MSA to where it's online and you do an update, there's got to be, you know, I'm sorry, consent, consent, right? So there's got to be a place for them to consent and a place for them to, to date because somebody might go, well, our agreement goes back to this date what's on the website.

We didn't sign that one. We signed this one. Agreed.

And so let me break it down a little bit for those of you who are listening, who haven't heard our prior podcast together, right? Basic foundational contract law for all of you. I'm about to give you some foundational contract law.

My parents paid a lot of money for law school and now you're getting it for free through the courtesy of Uncle Marv. So when you see him, buy him a drink. Okay.

Cause you're getting education now for free. Basic foundational contract law. You cannot change.

You cannot change. By the way, did we freeze there for a moment?

[Bradley Gross]
We did.

[Uncle Marv]
We did. But I think everybody could still hear us. Okay, good.

Good. Basic law, two parties to a contract. One party cannot unilaterally change the material terms of a contract without the other parties consent.

Now you're going to say, wait a minute, credit card companies do it all the time, right? They say we've updated our terms. You're going to like it.

No, that's not what they do. And I'm going to tell you what they do. And once I tell you, you're going to think, Oh, that is how they do it.

What they do is they have something in their MSA that says we can unilaterally change our terms by giving you advanced notice of the, of the change, your continued use of our credit card, our service, our software, after that date indicates your acceptance. However, and this is the big, however, this is where people miss the boat. If, if you do not agree with that update, you have the unequivocal right to terminate our agreement right then and there without further liability.

If you have our credit card, stop using our card before that date, you'll pay us what you owe us under the old agreement. You're out. If you don't like it, stop using our software.

You're out. MSPs don't do, can't do that. At least not very easily.

Why? Because you guys, okay. You have made commitments to upstream providers, to Microsoft, to Cisco, Cisco, Meraki, to Datto, just to name vendors.

I'm not endorsing them, but right. You have, you've made commitments. Okay.

You don't want to tell Brad, the customer in month three, that in month four, you're changing the terms of a 36 month deal, right? Because you know what I might say, because you're going to say, well, Hey Brad, if you don't like it, you're done. You could leave.

Yeah. Cause I might say, okay, Marv, I'm out. And now you're stuck with those costs.

So you can't just take an MSA, change it and impose it. And then tell people, by the way, it's up to you to check back here from time to time to make sure you know which agreement you're signing. No, that is unenforceable crap.

So why did we start talking about that again? Remind me. If you change your terms in one place, but they have an agreement from a prior year.

Right. Okay. So if you're going to update your MSA, and I do mean update it, like we're going to come out with version 2.0. What you want to do is you want, and you posted it, what you want to do, and this is actually going to lead to MSP terms, which I know you want to touch on later. What you want to do is offer the ability of, of clients to see the new MSA and the old one. Okay. Take it from like Microsoft.

If they update their documents today, you know what they do? They have somewhere that says for invoices entered into or quotes entered into before a certain date, this is your MSA. After that date, this is your MSA.

So just like you said, customers don't go to the site and say, that's not the version I agreed to because they'd be right. It's not the version they agreed to and that's not transparent and it's not good business. So you want to keep both versions up for sure.

That's how it should be done. Okay. We've got a couple of things in the chat.

I want to go back. Chris had asked a question about your clients actually read the contract. I don't know if that's referring to my situation where we actually never got to present them with the contract.

So that wasn't there. Or is it referring to when you first engage with the customer, how many of them actually sit and read? One of the things that I do is that is mandatory when we get ready to do the agreement.

Wasn't that way before 2018? Actually, it probably wasn't until 2020, the year of our COVID that I actually said going forward, everybody has to, I had a, I had a church that I really love by the way that you say, I've never heard it said that way before. I love that.

The year of our COVID. I actually had a church that would, did they get upset with me because they got referred to me for some work and I had the agreement sent over to them and I said, you've got to sign this before I come and look at your stuff. And they were like, why?

I'm like, because if you ask me to touch something, it becomes my responsibility. So you've got to say, what's the expression in God we trust all others pay cash. There you go.

That's why father. And let's see here. This is a long one here.

So if our site, if our sites use our software, like the dispatch of lawn shore or container tracking, we can change the contract and say, if you do not agree, stop dispatching longshoremen after said date. Well, again, it depends on what your agreement says, but the point that I was making was that you cannot unilaterally change terms without the consent of the other side, unless you give them a way out, right? You have to give them a remedy so that they are, it is not what we call a contract of adhesion.

Okay. If I have a contract with you, Keith, and I say, I'm going to paint your house Friday, I'm going to paint your house and I'm going to paint it this color blue. Okay.

You're going to give me $10,000 for that. And I could change this agreement at any time, but giving you notice. So you give me $10,000 and I immediately write to you and say, we're not doing this color blue.

We're doing it this color white. Okay. And you're going to say, but wait, that's not what we agreed.

Oh no. I could change the terms. See, the agreement says I could do that.

That makes no sense. That's not an agreement. That's what we call a contract of adhesion.

It's unenforceable. And I think you'd see why the same thing translates to software, to services and so forth. You can't have a contract of adhesion.

All right. All right. So let's go ahead and do the pimping of your office there.

Obviously if you are in MSP and you need an MSP or you'd need to have one reviewed or looked at Brad is the guy that can do that. I'll have a link to his website and you can reach out. You can also wait for, well, don't wait, go now to the website and sign up and it is mspterms.com and I'm on the waiting list, but I know what people are like. We're going to give the exclusive update. The first exclusive right now. Okay.

So what is MSP terms? MSP terms is a platform engineered for MSPs by me. And you'd say, well, why you?

Well, because I've been doing this longer than any attorney I know in the industry. And I have counseled more MSPs than all law firms combined. I have counseled well over 7,000 MSPs.

So show me an attorney who has done that and I'll concede the belt to that person. But the idea is that there is a need out there for a platform that unifies a lot of the things that I have been preaching. A lot of the things that I think that MSPs should be doing.

So the platform, which will be, sorry, if all goes well in June is going to do a few things. Okay. First, it's going to allow MSPs to keep their customer facing documents in a central location and giving access to those selected clients.

Okay. Who are entitled to see those documents and it will be credentialed based. So no one can deep link in nobody who just gets a link and just copy the link and go there.

And it's going to be credential based and it will be specific. You're going to pick and choose which customers have access to which documents and you're going to be in control of that. It's also going to allow for documents to be updated but updated in the correct way.

We're not going to say, well, if you post something here and you want to update your MSA, we'll just post another MSA. No, no, no, no, no. We're going to do it the correct way, the legal way.

Okay. So it's going to allow for documents to be updated while preserving all the documents to which clients may have already agreed. Okay.

So Virgin, I'm sorry. So versions, versions, they're going to be versioning up there. Absolutely.

And so it will also allow you to upload and offer any kind of document. So I'm not saying, well, this is an MSA and you could just upload that and people will see your MSA. You're going to be able to upload any type of document.

We want MSA, NDA, subcontractor agreements, all again with credentialing capabilities and, and full logging, full logging. So if a customer reads your agreement, you're going to know exactly when and how and where. Okay.

You're going to be able to be show and prove when things were posted, when things were changed, how things were altered. All logging is going to be tracked and be available. What else?

There's going to be a repository of documents that will be available only to subscribers of the platform. And those are coming from the brain of Brad Gross, again, with my experience. So you're going to be able to rely on these documents.

Good stuff. Okay. We're going to have a library of videos, articles, up-to-date information, again, only available to subscribers, explaining up-to-date concepts like when the FTC bans non-competes.

Yes, we've talked about that in other platforms. We could talk about it tonight too, but we're going to give templates up there for what the mandatory notices that you should send out, how you should approach it, how to videos. So there's a lot of value.

And of course, I'm going to have a marketplace where MSPs can get discounts if they subscribe to people in that marketplace. So that's, it's a lot. It's a lot, but it's exciting stuff.

And I think that it's sort of going to unify a whole lot of things under one under one platform. And again, you know, as long as I have the microphone, I'll say it's from the mind of Brad Gross. And I do.

Yeah. I'm, I'm, I'm egotistical enough to say, I don't know anyone who knows more in the legal industry about this stuff than I do. You said that, not me, just to put that out there.

That's right. This is not endorsed by you. I actually gave you now the exclusive update and information, but right.

You are not endorsing it. You are not associated with it and you have not paid, nor have I paid you to talk about it. Now, one thing you did not mention is will they have the ability to digitally sign the documents from there or does that have to be done through another platform?

So if, if, okay. So it depends on how you want to present documents, right? There are some customer facing documents that you simply want to reference.

Okay. So let's say that you have your MSA up on the site and you want to reference it. Well, you're going to tell people to go to mspterms.com forward slash Marv. And when they go there, they're going to have to enter some credentials that you're going to give them. And they're going to see the documents. If that's the way you want to play it, you just want them to see it and accept it through a quote that you've handed them.

They can do that. If you want the ability for them to sign the document right then and there through the platform, they'll be able to do that as well. All right.

Very nice. Very nice. And so June is our expected date of delivery.

Is that something we can chat about while we're at Pax 8 Beyond? Yes. Oh, that is something we can talk about at Pax 8 Beyond.

I hope. Because anyone who has, okay. So anyone who has ever done software development.

And it's so interesting because I have represented countless software development customers, as well as the developers themselves. And, you know, you always think, well, it's custom code. It's never going to work out.

Exactly. The timelines are always, you know, well now I'm experiencing that to be. It's going well.

It is. And we have sprints lined up and they're meeting him. But in truth, gee, you know, I wanted to launch quite candidly in May.

Now it's June. So hopefully we can, you know, see something in June, but who knows? We'll see.

All right. Well, Brad, I appreciate the exclusive update and got a lot more insight than you previously had done. So we will definitely look forward.

We will both be at Pax 8 Beyond. So I will actually, you'll find me. I'll be on radio row.

I'll stop you and be like, where are we at? I'm looking forward to it. I'm looking forward to disrupting this industry in that way.

I'm looking forward to talking to you about it and yeah, I'll be at Pax 8 for sure. It's a great event. All right.

I'm looking at our clock. I do want to get in a Florida man segment here just because I, I didn't last week and I have a really good Florida man thing tonight. So I don't know if you had time to decide what you were going to do, if you were going to bring your own Florida man story, or if you just simply wanted to answer a random question.

I will probably end up answering a random question but go ahead. All right. So let me pull that up here.

And there have been a ton of Florida man headlines that I think people were expecting to hear. And for me to talk about, we've had a busy, busy month. There was a man arrested in Florida for allegedly reaching under a woman's skirt on a spirit airlines flight.

There was the Florida man who his wife disappeared in Spain and she had left him as part of a little marital dispute. She needed some time away. So she went to Spain for a few weeks.

She disappeared while in Spain or it turns out he had gone to Spain. And when he came back, when he came back into the country, he got arrested because he went to Spain and of course she disappeared. So there's a few stories like that, but I want to go ahead.

Before I even ask you the question, I just got to do this because this is what I decided to go with yesterday. I saw this pop up and said, this is going to be fantastic. So listen to this.

[Bradley Gross]
They found something very intriguing to say the least. During the strip search, they found three sharp syringes hiding in his rectum, but the kicker was, he told them they were not his. But we found them in your butthole.

They aren't mine. But we found them in your butthole. They aren't mine.

But we found them in your butthole. They aren't mine.

[Uncle Marv]
But we found them in your butthole. They aren't mine. And that's Florida man.

First of all, that's awesome. That's awesome. But I'll tell you this.

She definitely, she definitely took for comedic value. She borrowed the theme to two songs. Yes.

Right. The first one is, it wasn't me. Right.

By Shaggy. But we found it in your. Okay.

Got it. The first one. Okay.

I don't think people would recognize. But I do. I don't think I did.

Oh, I encourage you. I encourage you to listen to the soundtrack of Joseph and his Technicolor Dreamcoat. Okay.

And there's a song called Potiphar. Yes. And it goes on just like that.

And yeah, so I think that that's, I should get extra points for recognizing a Broadway, sort of esoteric Broadway show. Well, I think I need to go verify that somehow. And just to make sure.

Go do it. I want you to do it. I want you to go listen to that soundtrack.

And you see, play that and then play that song. And you'll see. You may have to grant me that book of yours gratis.

Absolutely. Oh, you're getting it gratis anyway. I have, here's a little fun fact about me.

I have almost a photographic memory for song lyrics and melodies. Really? Almost a photographic memory.

[Bradley Gross]
No joke.

[Uncle Marv]
Just that specific. That's right. As soon as I heard it, I was like, oh, that's Pot to Far from Joseph and Technicolor Dreamcoat.

Yeah. So there you go. All right.

You'll see. People are going to Google that now. They'll be like, oh, yeah.

[Bradley Gross]
They will.

[Uncle Marv]
All right. Here is your random question, sir. Mm-hmm.

If you inherited or won a million dollars, what's the very first thing you would do with the money? The very first thing I would do with the money, besides roll around naked in it, does that count, or do I have to do something else? I don't know if that counts, because nobody's going to want to touch it after that.

Yeah, well, they won't know, right? Unless I put it on TikTok. But that's going to be banned, so no one would know.

Anyway, what would I do with a million dollars? I think what I would do is do whatever it took to help balance a work-life balance in my own life. It's not like I'm not retiring on a million dollars, and I'm not making a joke about that.

I like to think myself as relatively young. Nobody in South Florida can retire on a million dollars. Retires on a million dollars.

But I would like to think that if you could take off the pressures of college tuitions and graduate school tuitions, right, and all the things that come with life that everyone out there is facing, you know, people say, oh, you're going to retire. No, I'm not retiring. But I would like to make the work-life balance a little bit more of the life and less of the work.

So I think whatever it took, that's what I would do. All right. So basically, pay your kids off so they don't bother you for a while.

Hell yes. Well, more of, what do you have, a Brad Gross decoder ring somewhere in there? Holy crap.

[Bradley Gross]
That was good.

[Uncle Marv]
I read between the lines, my friend. That was very good. All right.

All right. So we've got a couple of minutes. I do want to make sure that I acknowledge once again my podcast partners, NetAlly, obviously, for being the presenting sponsor, providing all of the wonderful network diagnostic tools we have, Computers Done Right for sponsoring the live stream here every week, and for my new podcast partner, Super Ops, and not only are they the sponsor of the mug for the show, but they are also responsible for sponsoring Florida Man. So I did not say that there, but I will say that Super Ops and, oh, I'm going to be in, it's either Tampa, St. Peter, Clearwater, one of those areas on May 31st for one of their supersonic summit thingies there. So anybody in that area, I will see you there on May 31st.

And then the very next week will be IT Nation in Orlando. And then the week after that, PAX 8 Beyond in Denver. That'll be my most traveled 14 days ever when it comes to business.

So it shall be fun. But they're all good things. They're all good events.

Yep, they are. They should all be well attended. That's why I go.

I don't go to bad events. Come on. That's true.

All right. You had mentioned something. Let's see how quickly we can get this done.

You mentioned the FTC's proposed rule to ban the use of non-compete agreements. And I know that has been a topic over the years that we have struggled with because we have technicians or managers that come on board, engineers come on board, work for us, leave, take clients, blah, blah, blah. And this whole battle of non-compete has always been a cluster especially in some states because in some states they're enforceable and others they're not.

It's a patchwork, right? Yeah. I know I had a situation here in Florida where I had a tech.

This is back when I had techs that went to work for a client. But technically, I didn't care. So they were a bad client.

He's like, he can have them. You almost wish them on a bad client. So I didn't have to worry about that but it did make me think, man, is this what I have to worry about?

My techs taking my clients if they leave. But what you just said, I'm going to stop you at that moment. You said taking my techs and so forth.

That is something that I think the FTC is squarely aiming at, right? Taking your techs. What you don't have to worry about is your techs taking your customers, right?

There's a very big difference. The FTC came out with its final rule last month and it basically banned non-compete agreements. It did not ban non-solicitation agreements.

Okay. So just the non-compete. Yeah, they're different.

Those are different. Right. Those are different.

And the idea, okay, is that the only time that a non-solicitation agreement would be banned under the new rule is if it was so broad, so overbearing, so onerous that it actually crossed the line into a non-compete. Now, I'll give you an example. If I work for you and you have me sign something that says, when you leave, Brad, when you leave our employment, you could compete against me, but you are not going to take the customers that you worked with or that you had communications with, you cannot take them for, you can't even reach out to them for a year.

That's permitted under the new rule. What would not be permitted is, Brad, when you leave, you can compete, but you can't reach out to people with whom you had contact, nor can you reach out to any of the potential customers that have received advertising or promotions from us or are likely potential customers for us. That, I mean, that would be almost anyone, right?

Potential customers, anyone you've reached out with, with advertising, that is so broad that it's the functional equivalent of a non-compete. That would not be permitted. But that's very unusual.

Usually non-solicits are more, are tailored more than that. Okay. Now, and this would be a federal law, so it would cover all 50 states.

It covers everybody. It is intended specifically to end the patchwork of laws that you have. If you're in California, you have one law.

Colorado, another. North Dakota, another. Florida, Texas, New York, another.

FTC said we can't have that, right? We can't have that anymore. This will cover everybody.

Well, especially since we're dealing with a workforce now that, you know, companies are multi-states. And people are mobile. Sometimes we're working remote, you know.

Home offices in another state. So I get it, and I'm glad that they did that. Yeah.

So unless something happens, and, you know, who's to say it won't, meaning a court steps in and puts the kibosh on it or says, or a challenge, puts a delay in it, this law is going to go into effect. This regulation will go into effect September 4th of this year. So right now it's not in effect, but it will be unless it's overturned or delayed.

September 4th is when it goes into effect. So, yeah, companies would be well advised if they have non-competes in their agreements to have counsel review those agreements because there are steps that you are required to take. Required to take.

If you have a non-compete in your agreement and this law goes through, you have to give mandatory notice in a very specific way. So, yeah, you should talk to counsel. And that will cost you a little bit of money, but it'll be worth it.

It's better than a lot of money later on when the government comes after you. Yes. You think it costs a lot when a private litigant comes after you?

I worked for the government. I know what the government is thinking. I know I was part of the Borg at one time.

That's money right there. That's costly. All right, my friend.

Well, I want to say thank you for a riveting hour. It wasn't too bad. There was a couple of curse words, no real weeping.

I didn't hear any gnashing, but I'm going to assume that's implied. It was implied gnashing. Yeah, I got to maintain a little bit of composure here.

Of course. You gave me the exclusive, so that required a little bit of professionalism as well. Absolutely.

I don't give exclusive to gnashers is what I'm saying here, Marv. And so maybe it was a good thing. Maybe this all worked out for the best.

All right. Well, we will find you down the road here. We'll see you, obviously, at PAX 8 Beyond.

Ladies and gentlemen, those of you that watch live on any of our platforms, thank you very much. Thank you for participating in the chat, asking some good questions and comments. And as always, head over to itbusinesspodcast.com.

Hey, if you hadn't heard any of my podcasts before with Brad, the one we mentioned, number 390. Oh, that seems so long ago. Was that the one I won an award for?

No, you won the award for 2021. I think it was episode 411, I believe. Who do I have to lobby?

Who do I have to lobby? Who do I have to send letters to? Well, listen, we're going to revamp the voting process again this year.

I want to gerrymander this voting process, okay? I'd like to decide who votes and how the votes are counted. Well, listen, you got to be on the show more often.

Now that I've got your travel schedule now, so we can kind of weasel in some shows here and there. You know where to find me, my friend. All right, well, thank you very much.

That's going to do it, folks. Thank you for tuning in. We are here most Wednesdays, 8 p.m. Eastern, on any of the platforms. And as I said earlier, check out the website, sign up on a pod catcher. We're on, I don't know, 14 or 15 of them. Catch the show whenever it gets released.

I've got an audio show released yesterday with Matt Rodella. I've got one other show besides our live show tonight. Tahir Hamid with MSP Camp is being released.

So get on a pod catcher so you can catch those shows whenever. And, whew, there's a lot there, a lot going on. That's going to do it for tonight.

We'll see you next time. And until then, Holla!