Types of Business Contracts We Handle
Our practice is comprehensive, involved with business contracts of all types, including those related to:
- Assignment of contract (legal transfer of benefits and obligations)
- Confidentiality, non-compete agreements, reciprocal non-disclosures
- Distributing and sales representation
- Distribution and Franchise
- Employment, including independent or consulting contractors
- Employment separation or termination
- General business
- Indemnity and covenants not to sue
- Joint ventures and partnerships
- Real property or equipment leases
- Sales, such as bills of sale, purchase orders, warranties and commissions
- Settlements and release
- Stock purchase
The Basics of Business Contracts
Business contracts, like other contractual agreements, are designed to prevent future conflicts by establishing parameters in clear, legally binding language that spells out each party’s rights and obligations. Business contracts should be negotiated, written, and reviewed by qualified business lawyers who always make sure that:
- The contract is negotiated with the owner, CEO or COO of the company
- Each party is correctly identified by legal name with proper suffixes (e.g. LLC)
- All of the necessary details are spelled out in exact, understandable terms
- Payment obligations are clarified in terms of times, amounts, types of acceptable payments (check, credit card, or cashier’s check) and/or installments
- Particular circumstances that will terminate the contract are agreed upon
- Ways to resolve disputes are defined in detail
- Both parties know who will pay attorney’s fees in case of a violation of the contract
- Which state’s laws will govern the contract if more than one state is involved
- The contract includes mutual promises of confidentiality
Each one of these elements is crucial to creating a proper business contract, one that cannot be derailed by ineptitude or even malfeasance without serious legal consequences.
Standard Contract Provisions
Sometimes referred to as general or “boilerplate” provisions, these parts of business contracts, though often added inconspicuously at the end of the document, are significant. Contracts that don’t cover these aspects are much more likely to result in disputes that are difficult to resolve.
Costs and attorney’s’ fees
In the case of an adversarial legal dispute, the losing party will have to pay legal fees.
Voluntary or Mandatory Arbitration
Any contract disputes that arise can or must (depending on the terms of the contract) be resolved through arbitration rather than a lawsuit.
Choice of law
Choice of law predetermines which state’s laws will be applied in a lawsuit if the two parties are from different states.
A jurisdiction clause determines in which state and county any lawsuit must be filed.
A waiver allows either party to maintain the right to sue in the future for a particular breach even if that right has been given up on a single occasion.
This allows a provision that is not valid to be taken out of the agreement while the remainder of the agreement is kept intact.
An integration clause states that this written contract is the final agreement of the parties and frequently states that any further modifications must be made in writing.
This is a clause to ensure that any attachments are included as part of the agreement.
This clause delineates precisely how each party must notify the other about significant matters, for example in order to terminate the agreement.
The relationships clause prevents either party from claiming partnership, employer/employee or other business relationships with the other..
The assignment provision defines the ability of the parties to sell or transfer their rights to another party who has not originally signed the contract.
Force majeure (also known as “Acts of God”)
This clause states that the agreement will be suspended in the event of unforeseeable catastrophes, such as earthquakes or floods.
This clause declares that the headings used in the agreement have no special meaning and that the document should be read and interpreted as a whole.
This provision allows each party to conceal trade secrets, payments, etc. in an account which may only be opened only under certain specified conditions.
Jury trial waivers
This clause states that if there is a legal battle over this contract, both parties agree to have the dispute settled by a judge and relinquish their rights to a trial by jury.
Limitations on damages
This clause limits the damages that may be awarded in a contract dispute.
Warranties are assurances by each party that contractual obligations will be met.
Indemnity is an exemption from liability for damages, based on a contractual agreement made between two parties. This clause is included to state that one party agrees to pay for potential losses or damages caused by the other party.
A confidentiality clause guarantees that neither party will disclose certain private information.
This provision sets up a procedure for making public disclosures about a new business venture or upcoming merger.
A provision that establishes the right of both parties to sign the contract without all parties being in the same place at the same time.
Why Tand & Associates Is Right for You
Our business attorneys will work diligently to assist you in all aspects of creating, clarifying, and completing business contracts. Our attention to detail and the care we take to put your interests first makes our law firm a wise choice for all your business needs. We can be reached through the contact form on our website or by calling 516-393-9151.