Corporate & Biz
Employment Agreement for a Quasi-Investment Advisory Expert: Clarifying the Scope of Duties and Allocation of Liability
사건 개요
- Client Information
- Corporate / Business Entity
- Case Details
-
The client operates a quasi-investment advisory business in Korea, providing investment-related content to an unspecified number of subscribers. The company planned to hire an experienced professional with relevant investment qualifications as a team leader or senior manager.
The professional would be responsible for preparing and reviewing investment reports, appearing in video content, and managing content quality. However, the role was not intended to include individualized investment advice or direct sales activities.
The client asked Decent Law Firm to review and revise the employment agreement so that it would clearly define the professional’s scope of duties, use of professional credentials and likeness, compensation structure, and liability for contractual violations.
디센트 전략
Decent Law Firm revised the employment agreement to reflect the company’s actual operating structure and the professional’s intended role.
🔹Defining Permitted Duties and Prohibited Activities
The agreement specifically defined the professional’s duties, including:
▪️ Planning, preparing, and reviewing investment information reports
▪️ Producing content for one-way communication channels
▪️ Appearing in educational and market commentary content
▪️ Managing content quality and conducting compliance reviews
The agreement separately identified prohibited activities, including individualized investment advice, recommendations on specific trades or timing, two-way subscriber consultations, and direct sales or payment solicitation.
It also provided that the professional could refuse instructions to engage in prohibited activities without being subjected to any disadvantage for doing so.
🔹Establishing Standards for the Use of Professional Credentials and Likeness
The agreement specified the media and purposes for which the company could use the professional’s name, qualifications, career history, image, and voice.
Such information could be used in reports, on the company’s website, in YouTube content, and in promotional materials. However, the agreement restricted any presentation that could create the impression that the professional personally provided individualized investment advice or guaranteed investment returns.
It also required clarification that the content was general information issued by the company and that the company was responsible for publication. The professional was given the right to request corrections where content contained factual inaccuracies or an apparent violation of applicable law.
🔹Separating Compensation from Sales Performance
The professional’s compensation was structured as fixed remuneration consisting of base salary, position allowance, and qualification allowance.
The agreement excluded commissions and incentives linked to company revenue, new subscriber numbers, subscription renewals, or payment volume. This ensured that the professional’s compensation structure remained consistent with a content production and review role rather than a sales function.
🔹Allocating Publication Liability and Limiting Damages
The agreement provided that the company would take primary responsibility for content that it had finally approved and published, while separately addressing cases involving the professional’s willful misconduct or gross negligence.
Rather than imposing a fixed contractual penalty, the professional’s liability was limited to actual losses proven by the company and reasonably caused by the professional’s conduct.
🔹Defining Permitted Duties and Prohibited Activities
The agreement specifically defined the professional’s duties, including:
▪️ Planning, preparing, and reviewing investment information reports
▪️ Producing content for one-way communication channels
▪️ Appearing in educational and market commentary content
▪️ Managing content quality and conducting compliance reviews
The agreement separately identified prohibited activities, including individualized investment advice, recommendations on specific trades or timing, two-way subscriber consultations, and direct sales or payment solicitation.
It also provided that the professional could refuse instructions to engage in prohibited activities without being subjected to any disadvantage for doing so.
🔹Establishing Standards for the Use of Professional Credentials and Likeness
The agreement specified the media and purposes for which the company could use the professional’s name, qualifications, career history, image, and voice.
Such information could be used in reports, on the company’s website, in YouTube content, and in promotional materials. However, the agreement restricted any presentation that could create the impression that the professional personally provided individualized investment advice or guaranteed investment returns.
It also required clarification that the content was general information issued by the company and that the company was responsible for publication. The professional was given the right to request corrections where content contained factual inaccuracies or an apparent violation of applicable law.
🔹Separating Compensation from Sales Performance
The professional’s compensation was structured as fixed remuneration consisting of base salary, position allowance, and qualification allowance.
The agreement excluded commissions and incentives linked to company revenue, new subscriber numbers, subscription renewals, or payment volume. This ensured that the professional’s compensation structure remained consistent with a content production and review role rather than a sales function.
🔹Allocating Publication Liability and Limiting Damages
The agreement provided that the company would take primary responsibility for content that it had finally approved and published, while separately addressing cases involving the professional’s willful misconduct or gross negligence.
Rather than imposing a fixed contractual penalty, the professional’s liability was limited to actual losses proven by the company and reasonably caused by the professional’s conduct.
결과 및 의의
"Employment Agreement Review Completed"
The agreement was revised to clearly distinguish content-related duties from individualized investment advice and sales activities. The standards governing professional profile use, compensation, publication responsibility, and damages were also aligned with the company’s actual operating structure.
▪️Clear Definition of the Professional’s Role
The agreement distinguished permitted content-related duties from prohibited individualized advisory and sales activities, enabling both parties to confirm the professional’s role from the outset.
▪️Reduced Risk in the Use of Professional Credentials
The company retained the ability to use the professional’s qualifications and career history in its content and promotional materials, while restricting language that could imply personal investment advice or guaranteed returns.
▪️Alignment Between Operations and Contractual Liability
The agreement reflected the company’s responsibility for final editing and publication, while limiting the professional’s liability to proven losses arising from willful misconduct or gross negligence.
▪️Reduced Risk of Future Employment Disputes
By clearly documenting the scope of work, compensation structure, and allocation of responsibility, the agreement reduced the risk of disputes concerning work instructions, content publication, and liability after hiring.
The agreement was revised to clearly distinguish content-related duties from individualized investment advice and sales activities. The standards governing professional profile use, compensation, publication responsibility, and damages were also aligned with the company’s actual operating structure.
▪️Clear Definition of the Professional’s Role
The agreement distinguished permitted content-related duties from prohibited individualized advisory and sales activities, enabling both parties to confirm the professional’s role from the outset.
▪️Reduced Risk in the Use of Professional Credentials
The company retained the ability to use the professional’s qualifications and career history in its content and promotional materials, while restricting language that could imply personal investment advice or guaranteed returns.
▪️Alignment Between Operations and Contractual Liability
The agreement reflected the company’s responsibility for final editing and publication, while limiting the professional’s liability to proven losses arising from willful misconduct or gross negligence.
▪️Reduced Risk of Future Employment Disputes
By clearly documenting the scope of work, compensation structure, and allocation of responsibility, the agreement reduced the risk of disputes concerning work instructions, content publication, and liability after hiring.
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