The Legal Wordsmith for Businesses, Individuals, and Professionals

*Let’s Do Business Contracts*

At Contract Solutions, we craft contracts with care and clarity to ensure their effectiveness. Contract Solutions is committed to helping you with “Let’s Do Business” contracts. Once we understand your objectives in drafting, negotiating or signing a contract, we strive to provide you with a precise and personalized contract that protects your business interests and appropriately reflects your business relationships.

A confidentiality agreement is often the first binding contract entered into between businesses. You may know it as an NDA, Non-Disclosure Agreement, or CDA. However named, its general purposes are:

  • safeguard trade secrets, confidential information and property from unauthorized disclosure, from misuse and from misappropriation; and
  • provide adequate remedies if a party suffers damages as a result of a prohibited disclosure or use of its trade secrets, information or property.
SERVICE AGREEMENTS

When recurring services are not anticipated, a single Service Agreement would combine applicable provisions of a Master Services Agreement with a Work Order section or attachment.

MASTER SERVICES AGREEMENTS

A Master Services Agreement (or MSA) serves to create standard terms between parties when recurring services by the Service Provider party for the Service Recipient party are anticipated.

An MSA might typically address obvious matters like: worker qualifications, quality expectations, termination of services, termination of the agreement, reporting, invoicing schedules and payment terms.

Other potentially important concerns include: solicitation of customers or employees, intellectual property rights, confidentiality, use of materials, representations, warranties, insurance, indemnification, liability limitations, remedies and damages.

The MSA provides for multiple intermittent Statements of Work (SOW’s, Work Orders, or similarly purposed documents) that identify particular services, deliverables, time frames, personnel involved, pricing and other matters applicable to that individual SOW.

The MSA/SOW framework is used by small businesses (a business consultant for example) and much larger companies (major software development companies and major R&D companies, as examples).

Limited Liability Companies have the ability to operate with fewer formalities than corporations. Members (owners) of Limited Liability Companies are shielded from legal responsibility for the financial obligations of the company and of other members PROVIDED THAT they maintain and operate the company as a separate entity.

A simple Single Member LLC Operating Agreement identifies the primary business of the company and sets forth operating rules for forming, maintaining, and operating the company as a separate entity.

Multi-member Limited Liability Company Operating Agreements are necessarily substantially more complex. Their development is time consuming and expensive. Among other issues, multi-member agreements routinely address capitalization and contribution requirements, classes of membership, voting rules, management style (by members, by managers, or hybrid), taxation, member roles and obligations, member rights, transfers of member interests, termination and dissolution, and the sale of the business to name a few.

At a minimum, operating as a separate entity means obtaining a tax identification number for the company, opening and maintaining a bank account in the name of the company, adequately capitalizing the business, and always keeping company funds separate from personal funds.

Contract Solutions provides LLC entity formation services. See more about the benefits of the LLC entity type in our Legal Services Section.

Contract Solutions is the Legal Wordsmith you can count on to help you construct the patent licensing agreement that will best protect your interests.

Contracts Mean Business

Contracts are an integral and absolutely necessary part of running a business. Contract Solutions has practical, hands on experience drafting, interpreting, explaining, and negotiating business critical contracts for:

Business Purchase and Sales                    Business Separation                    Cloud Computing Services            Codes of Ethics               Confidentiality                 Consulting                      Corporate By-Laws                      Customer Sales and Service                      Distributor

Employee Confidentiality and Inventions                   Employee Policy Manuals              Employment                   Employment Offer Letter               Employment Separation/Severance                  Health Care Business Associate (BAA)                    Incentive Plans                Independent Contractor                Intellectual Property Licensing                       Invention Assignment                   Joint Venture                  Leases (Real Estate/ Business Equipment)               Letter of Intent                 Liability Releases             LLC Operating Agreements                       Managed Services                       Master Services Agreements                     Non-Competition                    Non-Disclosure / Confidentiality (NDA/CDA)              Non-Profit Bylaws            Non-Solicitation               Notes and Payment                      Partner Buy-Sell Agreements                     Partnership                     Patent Licensing              Postnuptial Agreements                Power of Attorney             Prenuptial Agreements                 Purchase & Sale (Business / Property)                     Release of Claims                        Research and Development                       SAAS Agreements                       Sales Agency / Sales Representative                       Sales Compensation                    Software Development                  Software Licensing                       Stock Purchase               Stock Restrictions                        Subscription Services                   Temporary Labor             Term Sheet                Vendor Agreements                     Website Terms of Use

Always understand what you are signing. Contracts create private law that is enforceable by the courts.

It is wise to have some form of employment agreement with all of your employees. In some cases that may be as simple as an offer to pay a person a certain hourly rate for a performing certain tasks; and that person’s acceptance of that offer expressing a willingness to perform the requested tasks.

In many cases however, you will want an employment agreement that does much more:

Protect your interests in your property,

keep confidential your trade secrets and other confidential information,

 

ATTORNEY ADVERTISING: The Contract Solutions website provides general information only. Nothing on this site constitutes a legal opinion related to any facts or circumstances. Nothing on this site is intended to be legal advice, and nothing should be interpreted as legal advice.

Neither the information presented on this site, nor the use of any content accessible by way of this site, forms a Lawyer-Client relationship.

 

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