Always attempt to be clear, concise
and succinct. When appropriate, supplant anachronistic legalese with
modern, understandable terms.
Always identify all parties to the transaction.
Always identify and describe the rights
and/or obligations of each party.
Always identify whether the contract
falls under a category of contracts governed under the provisions of
the UCC (Uniform Commercial Code) and provide for and comply with those
particular formalities which may vary depending on the category of contract.
Anticipate conflicts or inconsistencies
and offer solutions and alternatives.
Provide for Alternative Dispute Resolution.
Provide for the collection of Attorney's
Fees and costs by the prevailing party in any arbitration or litigation.
Provide that no modification of the
Agreement will be effective unless in writing and signed by all the
Provide that just because a party
does not exercise his legal rights after a particular breach doesn't
prevent him from exercising his legal rights for subsequent breaches.
Define a specific jurisdiction for purposes
of filing a lawsuit and application of law.
Provide that if any part of the Agreement
is determined to be unenforceable that the remainder of the Agreement
will still be effective.
Information & Benefits:
following information and benefits is what distinguishes us from other online
Always try to identify and describe the consideration given in exchange
for each party's rights. (Adequate consideration is a benefit or detriment
which a party receives which reasonably and fairly induces them to enter
into the agreement.)
Depending on the nature of the relationship between the parties, it may
be wise to include restrictive covenants which offer parties statutory remedies
for violation of their terms and often prevent another party from unfairly
competing against or disclosing confidential business information. As always,
ensure any such restrictive covenants are within statutory parameters.
Covenant Not to Compete To prohibit one party from unfairly competing
against the other. Very often, specific statutory language limits their
scope. In Florida, such restraints of trade or commerce are specifically
valid and limited only to statutory guidelines. However, many states, including
New York still rely on the three-prong common law rule, which judges the
reasonableness of the restriction in protecting a legitimate business interest.
Still other states like California specifically prohibit covenants that
prevent or otherwise "restrain" a person from engaging in their profession
Non-Solicitation Clause To prohibit one party from soliciting (for business
purposes) staff from the other party.
Confidentiality Clause To prohibit one party from using the other party's
business information to compete with them.
Non-Impairment of Goodwill Clause To prohibit one party from disparaging,
in any manner or respect, the other party or it's financial soundness and
responsibility, personnel or practices of it's business.
For liability purposes, one party may require the other to carry any and
all manner of insurance policies including: general liability insurance,
automobile, bodily injury, property damage, worker's compensation, with
coverage in amounts and form satisfactory to company.
Mediation and Arbitration
Mediation and Arbitration should always specify a location in Client's jurisdiction
(preferably, in the same county where they run their business). Mediation
is a non-binding way to settle the dispute quickly and amicably. If unable
to settle in mediation, arbitration is first option available. Arbitration
is the preferred alternative to litigation because of speed, cost, and ability
to maintain low profile (no info is publicly available).
Always stipulate that the contract will be governed under whatever law the
Client ordinarily conducts business. Always make sure that venue and jurisdiction
are as convenient to the Client as possible.
Always make sure provide for the collection of Attorney's Fees and costs
by the prevailing party in any arbitration or litigation.
No modifications except those specifically agreed upon by the parties in
Always make sure that if any part of the Agreement is determined to be unenforceable
that the remainder of the Agreement will still be effective.
Any waiver of a term or provision will not act as a waiver of any other
provision. I.e., Just because a party does not exercise his legal rights
after a particular breach doesn't prevent him from exercising his legal
rights for subsequent breaches.
Notices should always list the current and best addresses where each party
may contact the other for whatever reason.
Provide that a fax copy with signatures will act as an original copy of
There are many benefits to starting a business and
incorporating. Some of the benefits of starting a business
include protection of your personal assets, ease of raising
capital, gain anonymity, available tax benefits and more!
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