Once you have an ongoing business, however organized, you will have a plethora of various legal agreements with partners, customers, distributors, employees, and consultants. We will help you understand what each part of these agreements require and make sure that these agreements provide protection to you and your business.
Providing business legal services, we draft and review a host of agreements for our clients, including confidentiality agreements, non-compete agreements, employment agreements, independent contractor agreements, distribution agreements, joint venture agreements, and teaming agreements. Usually your business may have intellectual property concerns and we can draft license agreements. We review and draft leases for commercial space and we have prepared purchase and sale agreements for commercial property. We can review your employment procedures, employee handbooks and company policies.
And as we create these agreements, we will personally work with you through the process of negotiation, including recognizing possible outcomes and deciding on the desired one, planning contingencies for where negotiations lead, and ultimately making sure that our clients’ interests are protected and that our clients understand the agreements. We have more resource materials on business transactions here.
FAQ – Business Transactions Law
What are the most common business transactions for small businesses?
While the specific agreements necessary for a small business can vary depending on the industry, location, and specific circumstances, there are several key business transactions that small businesses enter into after formation. The business transactions include agreements with customers or clients, non-disclosure agreements, employment agreements, independent contractor agreements, lease agreements, and purchase and sale agreements. As business transaction attorneys, we can craft standard documents that you can use in certain circumstances, so you do not need to reinvent the wheel every time you enter a transaction.
What are the major provisions in a services agreement?
A services agreement, also known as a consulting agreement or a client agreement, is a legal contract that outlines the terms and conditions between a service provider and the party receiving the services. Major provisions include the scope of services, term and termination, compensation and payment terms, confidentiality and non-disclosure, indemnification and liability, and dispute resolution.
How can I ensure that I fully understand various business transactions that my small business may enter into?
To ensure that you understand the terms and provisions of the agreements being drafted or reviewed, engage a lawyer who can provide guidance and explain legal concepts. It is also important to ask questions when reviewing or discussing agreements and request explanations to outline the key points of the agreements. If the agreement has many complicated terms, it is often wise to start out with a letter of intent or a terms proposal to narrow the differences between the parties before they negotiate the final agreement.
How can I ensure that the agreements I draft are enforceable?
Ensuring that the agreements you draft are enforceable involves careful attention to certain key factors including, clearly defined terms, inclusion of all material terms, obligations, and rights. Avoid illegal or unconscionable terms and make sure to include proper identification of parties and payment terms, and make sure that the proper party executes the agreement. If agreements are not properly drafted or reviewed, there can be several negative implications including, most importantly, misunderstandings and disputes between the parties, lack of enforceability, inadequate protection, legal non-compliance, limited remedies, financial loss, and damaged business relationships. After the agreement is executed, ensure that both parties fulfill their respective obligations as stated in the agreement and regularly review the agreement for compliance.
Are non-compete agreements enforceable?
You need to be particularly careful about what are known as negative covenants such as non-competes and non-solicitation of customers or employees and similar provisions. There is a growing trend to strictly construe these provisions in certain agreements, particularly employment agreements. In many jurisdictions, the more unreasonable the restriction, the more likely that the court will throw out the entire agreement. In other jurisdictions, a court may rewrite the offending provision to make it more reasonable. A non-compete will more likely be enforced in connection with a business acquisition, and less likely to be enforced against a low level non-managerial employee.
What are the most common commercial transactions you handle for small business exporters?
We handle international sales contracts with various terms covering acceptance, insurance, shipping, allocation of risk and returns. Working with a foreign customer, you may need special terms to assure payment such as a letter of credit or guarantee. We work with our export control team to assure compliance with The International Traffic in Arms Regulations (ITAR), Export Administration Regulations (EAR) and other U.S. export control laws.
How can I protect my business’s information during a business transaction?
Protecting your business information during a transaction is crucial to safeguard sensitive data, maintain confidentiality, and prevent unauthorized access or disclosure. A few things you can do to protect your business’s information include implementing non-disclosure agreements, only providing access to confidential information on a need-to-know basis, implementing secure document management practices, creating employee training material about confidentiality, ensuring that you conduct due diligence if you engage third-parties.
Performing due diligence before entering a business transaction is essential to assess the risks of working with a certain counterparty. The specific due diligence requirements can vary depending on the type of transaction and the nature of the business involved, but there are key areas to consider. These areas include potential legal or regulatory issues including pending litigation and assessing the financial health of the other party,
How can I navigate contractual obligations and potential breaches due to COVID-19 or other force majeure disruptions?
Navigating contractual obligations and potential breaches due to COVID-19-related disruptions requires careful analysis and consideration of applicable laws and contractual provisions. It is important to review existing contracts to identify any “force majeure” clauses, which are clauses in contracts that outline the conditions under which the clause can be invoked and remedies available in case a party cannot fulfill their contractual obligations due to certain circumstances beyond the control of the parties. Force majeure is essentially an allocation of risk among the parties, and usually one or both of the parties may obtain insurance to minimize their exposure.
How can I make sure that business transactions align with my long-term business goals?
To ensure that the agreements align with your long-term business goals, have your business goals clearly defined by considering factors such as growth plans, partnerships, and financial objectives. It is always helpful to communicate your goals and plans to the small business lawyer who may be assisting you in drafting or reviewing the agreements so that they know the context. During the agreement review process, review and evaluate the agreement against your goals and seek input from key stakeholders.