COMMON BUSINESS CONTRACTS

Every single business contract or agreement you issue or sign should be crystal clear and meet specific criteria to make sure they're enforceable—in or out of court. Before you sign or enter into any type of contractual relationship, you need to totally understand the contract, interpret its provisions, and be sure it's a binding and enforceable agreement. Plus whether you're issuing a contract or signing someone else's, you want to be sure there are no errors or omissions in the terms you might regret not catching later.

Any business owner who's had an issue with an employee or vendor contract will tell you they wished they'd hired an attorney to review the contract. The cost of not getting a legal expert to review your business agreements can be astronomical vs. what it costs to have an attorney review the documents and discuss how the contract works before everyone signs. (Plus, if you've signed a poorly drafted contract, you don't have a lot of legal recourse to then enforce the terms.)

The Business Law Group can protect you and your business by creating and reviewing contracts on your behalf, so you can handle your company's operations in total confidence. Having your business contracts reviewed by qualified and capable business lawyers is the first step to gaining legal leverage for your business. We can review and revise, or draft your contract from scratch so your business is in the best position to enforce the terms and conditions of the contract if the other party defaults.

Here's the bottom line: You're an expert at what you do. That probably means you're not an expert on contracts, leases or employment issues. It's a smart idea to hire outside counsel to review and draft your important documents to avoid making a costly mistake. If you draft your own contracts and make a mistake, you can't sue yourself. However, if you hire an attorney you do have recourse if they give you faulty contractual advice.

What are some common business contracts Business Law Group can customize and draft for my business?

SERVICE CONTRACTS

Does this sound like you? You're in the restaurant or plumbing (or insert your industry here) business, so you searched online for an industry-specific contract, whether it's generic or from your competitor. Then, you customized it to your company and have been using it for months or years. Then, you encounter a brand-new problem—one that your self-created contract is silent on. Now you need to deal with the new issue and fix your contract. We've even had clients ask us to review a contract they've been using for decades, only to find out after a costly mistake that it's missing a critical element of a professional service contract.

What should a bulletproof service contract do for me?

A well-drafted service contract addresses all the key problems and issues that arise for a service provider (that's you) in a specific industry. This contract also spells out how you and your customer will handle these issues if they occur. For example, here are just some of the basic elements we include in your sound service contract:

• Properly naming the parties and establishing an authority to act on behalf of any party that's a business entity (LLC, Corporation, Nonprofit)
• Specifically describing all elements of the services being provided by the service provider and the timing of delivery
• When payments should be made and which party makes the payments
• Compliance with industry-specific laws
• Insurance requirements
• Confidentiality
• Intellectual property
• Indemnification
• Warranty
• Default terms
• Remedies and dispute resolution.

How do I make sure my service contract is legally binding?

The single biggest mistake you can make with your service contract is failing to get it signed. If you have a lot of contracts out there, it's quite possible that a few fall through the cracks. We always advise our clients to have an efficient and streamlined system for collecting your client's signature on your service agreement, prior to beginning work. 

The reality? An unsigned contract between two parties is mostly useless. But you can easily use an online e-signature platform to collect all parties' signatures for your services agreements.  E-signatures that you obtain through an e-signature program are legally valid on almost all contracts. Want more bang for your buck? Use a CRM program or accounting software program like QuickBooks or FreshBooks to automate your client intake process and send out service contracts.

How do I make sure a service contract is specific to my company's needs?

Good question. Another issue we often see when reviewing a client's service agreement is that the form came from outside their particular industry. As you know, every niche market has industry-specific contract concerns. For example, if weather conditions could delay or prohibit you from rendering your services, a “force majeure clause” will be critical to include in your contract.

Any industry-specific concerns must be addressed in your contract. The only thing worse than an unsigned contract is a contract that doesn't address key problems that will likely arise in the course and scope of an engagement or service. The problem is that ambiguous contract terms are interpreted against the drafter of the contract (your business)—so if your contract failed to address an issue, your customer will gain the legal advantage and you'll most likely be left without much recourse.

COMMERCIAL LEASE AGREEMENTS

Since you're an entrepreneur, you know It takes a lot of work to open a business, particularly a restaurant or retail store. It takes even more work, and some luck, to keep your business open. The National Restaurant Association estimates a 30% failure rate is the norm in the U.S. restaurant industry. And a study from the University of Tennessee found that only 47% of retail stores are still in business four years after opening their doors.

One of the biggest reasons these types of businesses fail is due to the use and maintenance of the commercial space they lease and occupy. That's why you need an experienced business attorney to review, advise and draft your commercial leases.

At Business Law Group, we've got more than a decade of experience advising restaurateurs, shop owners and franchisees on their commercial leases. There are many reasons to hire an attorney to review your commercial lease, but here are our top three:

Reason #1: Your business will get better terms. Leases favor landlords, but should still be commercially reasonable. Do you know what's commercially reasonable? Most entrepreneurs don't. However, attorneys (like ours) who review hundreds of commercial lease forms know what's reasonable and what constitutes overreaching by the landlord. We can generally negotiate better terms overall than a commercial tenant.  

Reason #2: You want to be 100% sure everything's accurate. Commercial leases can be voluminous, sometimes exceeding 50 pages. If you don't have experience reviewing commercial leases, you'll eat up days of time in review, often focused on provisions that aren't even meaningful. We can review most leases in four hours, and quickly send comments over to your landlord.

Reason #3: Personal Guarantees. If you've already agreed to a personal guarantee in your Letter of Intent (LOI), then you're probably stuck giving one. Since you'll be personally liable for any amounts owed under your commercial lease, the stakes are even higher. Our attorneys will ensure you're getting a fair shake under the lease and the personal guarantee.

EMPLOYMENT AGREEMENTS: NON-COMPETE AND NON-SOLICITATION PROVISIONS

This should give you those entrepreneurial chills: Only a handful of employment agreements we've reviewed at Business Law Group on behalf of our clients have valid non-compete and/or non-solicitation provisions under Louisiana law. That's because Louisiana has the most stringent requirements for non-compete and non-solicitation provisions of all 50 states. Unfortunately, most employers based in Louisiana use a form that wasn't crafted specifically with the requirements of La. R.S. 23:921 in mind. This is important to know on both the employer and employee side of the equation when you're negotiating an employment agreement.  

What should a bulletproof employment contract do for me?

There are several key considerations that should be detailed in an employment agreement, including:

• At-will employment vs. employment for a term
• Probationary period
• Confidentiality or non-disclosure agreement
• Work product/intellectual property
• Salary
• Benefits
• Defense of trade secrets
• Non-disparagement.

Depending on the type of role or position you're hiring for, it's critical for an employee to detail any of their separate intellectual property on an addendum or schedule to the employment agreement to preserve any employee rights in prior intellectual property.  

Also, if you're an employer, nondisparagement is an important consideration.Terminated and disgruntled employees can wreak havoc on your reputation, so you want a contract provision that limits the employee's ability to speak negatively about your business or its representatives.

Finally, if you're hiring employees, your agreement should state that employment with your firm is “at-will” and doesn't promise a specific length of employment. Otherwise, terminating that employee will require “good cause.” So if your contract doesn't define “good cause” correctly, you could be stuck in a position where you can't terminate an employee without paying out the remainder of their salary over the term stated in the contract.

BRILLIANT BUSINESS STARTUP

“Amanda Butler Schley sat down with me when I was developing the early parts of my company. She's relatable, sharp and thorough. She clearly cares about her clients, community and practice. Would recommend!”

– Sally Lindsay, Big Easel Collective