Business relationships resemble personal relationships in many ways. However, the rules of most personal relationships are governed by an unwritten code. Business relationships, on the other hand, are often governed by written contracts which outline the terms of the arrangement, and how a contract dispute may come to an amicable end. A written contract creates a legally binding agreement wherein either party has the right to enforce the obligations and restrictions of the contract, or face the legal repercussions.


Contract Building Blocks


The basic tenants of any contract or business agreement will include the following:


  • Representations and Warranties

  • Covenants

  • Conditions precedent

  • Remedial provisions

  • Definitions


The format of the contract will largely depend on the type of agreement. Business law attorneys will be well versed in the general contract provisions and will rely on you to fill in the details about the arrangement. Contract law has evolved over hundreds of years to provide both parties with protections that are deeply embedded in the recitals and paragraphs of the agreement.


Asset Purchase Agreements


Asset purchase agreements are among the most common types of business deals which take place throughout the life of any company. The backbone of an asset purchase agreement may seem simple enough – your company wants to purchase all of the assets or a portion of the assets of another company or vice versa. Both parties agree, money is exchanged, and you shake on it. However, asset purchase agreements are often never as simple as they appear and therefore require the ongoing consultation with an attorney throughout the arrangement.


An asset purchase agreement will often include a description of the assets, including valuation, the method of payment, the mechanics of the transfer of the assets, liabilities, default and dispute resolution provisions.


Employment Agreements


Typical employment agreements often include the following:


  • Consulting Agreements

  • Independent Contractor Agreements

  • Non-Compete Agreements

  • Non-Disclosure Agreements

  • Confidentiality Agreements

  • Service & Fee Agreements


While many of these agreements may seem fairly routine and full of standard language, the terms of the agreement could have a drastic impact on your ability to find work in future years. An attorney can assist in effectively negotiating the terms of any employment or service agreement, as well as protecting the rights and interest of both an employer and employee.


Employers may want to protect their intellectual property and therefore have a vested interest to protect the trade secrets of their company through non-disclosure and confidentiality agreements. Employers may additionally wish to set aside general terms for their consultants and contract workers to cover items such as salary or even work-related injuries. It is, therefore, important for both parties to independently consult with attorneys prior to entering into an employment or service agreement.


Shareholder Agreements


Shareholder agreements are one of the pivotal business agreements that should be prepared to govern various aspects of business entities. A shareholder agreement dictates terms such as the investment and ownership interest of each shareholder, the involvement of individual shareholders in managing the business, conflict resolution and the division of profits and losses. Shareholder or Member Agreements also address the valuation of equity shares, the addition of new shareholders or members, and the division of shares during major life events such as death, divorce, and dissolution.


Shareholder Agreements should strive to address every potential issue that can occur in the future. The ability to predict and provide for these issues can save significant time and money otherwise spent on litigation costs and attorney fees.


If you have any questions regarding an agreement or contract, do not hesitate to contact our office. We have years of experience in assisting clients with their business and commercial needs, both on an as-needed hourly basis as well as with fixed monthly and yearly retainers with unlimited communications.

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