COMMON BUSINESS CONTRACTS
To be effective, all business agreements and contracts must not only be clear, they must also meet specific criteria to make sure they are enforceable – whether in or out of court. Before signing or entering into a contractual relationship it is crucial that you totally understand the contract, can interpret its provisions, and are sure it is a binding agreement that's enforceable. Most important of all, you want to carefully review the document to catch any mistakes in terms that you may regret in the future. The Business Law Group will protect you and your business in creating and reviewing contracts on your behalf, so you can handle your business 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. A poorly drafted contract can cost more money to enforce than the value of the contract itself, leaving you almost no legal recourse to enforce its terms. Having Business Law Group review and revise or draft your contract from scratch ensures your business is in the best position to enforce the terms and conditions of the contract if the other party defaults.
Below we will describe some common types of business contracts that we can customize and draft for your business:
Professional service contracts can come in many forms and are typically industry specific. Business owners that come to us typically have a form they have either found online and customized themselves or they use a form that comes from a competitor - locally or nationally. For the most part the client will be very familiar with their own form as they have used it for years - but it's not until their contract is silent on an exact issue that arises in their business, that the service provider realizes that the contract is deficient in some manner. We've had clients ask us to review their contract they have been using for decades only to find out, it's missing a critical element of a service contract.
Key provisions in any service contract include:
- Properly naming the parties and establish authority to act on behalf of any party that is a business entity (LLC, Corporation, Nonprofit)
- Describing with specificity 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
- Intellectual property
- Default terms
- Remedies and dispute resolution
A well drafted service contract will address all the key problems and issues that arise for service providers in their industry and how the parties will handle these issues. While the form and structure of your contract is important, it's also important that your clients sign the services agreement and that you have a streamlined and efficient system for collecting their signature on your services agreement, prior to beginning work. The single biggest mistake you can make with your service contract is not getting it signed.
An unsigned contract between the parties is mostly useless. We advise clients to utilize an online esignature platform for collecting the parties signatures to their services agreements. Esignatures obtained through an esignature program are legally valid on almost all contracts. For more bang for your buck, use a CRM program or accounting software program like Quickbooks to automate your client intake process and send out service contracts through that mechanism.
Another issue we often see when reviewing a clients form of service agreement is that the client's form is outside of their particular industry. Every industry will have 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. These types of 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 arise in the course and scope of an engagement or service. Ambiguous contract terms are interpreted against the drafter of the contract - so if your contract failed to address an issue, your customer will gain the legal advantage and you will most likely be left without much recourse.
Commercial Lease Agreements
It takes a lot of work to open a business, particularly a retail store or restaurant. It takes even more work, and some luck, to keep it open. Many retail stores and restaurants fail during the first few years of operation. One of the biggest reasons for failure begins with the commercial space that the retail store or restaurant occupies. Many of the challenges of operating a store or restaurant relate to the use and maintenance of its leased space.
Reviewing, advising and drafting commercial leases is one of the Business Law Group's greatest strengths. We have over a decade of experience advising restauranteurs, shop owners and franchisees on their commercial leases. To help clients and potential clients understand the process involved in negotiating a commercial lease, we have dedicated an entire page of this website to the ins and outs of negotiating a commercial lease from the Tenant's perspective.
We also regularly blog about the topic. For example, here are the top six reasons why you should hire a lawyer to negotiate your commercial lease.
Employment Agreements: Non Compete and Non Solicitation Provisions
Only a handful of employment agreements that we have reviewed at BLG on behalf of clients have valid noncompete and/or nonsolicitation provisions under Louisiana law. That's because Louisiana has the most stringent requirements for noncompete and nonsolicitation provisions of all fifty states and most employers use a form that was not 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 negotiating an employment agreement. There are several other 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
- Defense of Trade Secrets
- Non disparagement
Depending on the type of role/position, it is critical for an employee to detail any of their separate intellectual property on an addendum or schedule to the employment agreement to preserve any rights of the employee in prior intellectual property. Also, nondisparagement is an important consideration for an employer. Terminated and disgruntled employees can wreack havoc on your reputation and you will want to ensure you have a provision that limits the employee's ability to speak negatively about the business or its representatives. Finally, employers will want to ensure that the agreement states that the employment is "at-will" and does not provide for a specific length of employment, otherwise terminating that employee will require "good cause." If good cause is not defined or defined poorly, you could be stuck in a position where you can not terminate an employee without paying out the remainder of their salary over the term.