How Distribution Agreements Can Be Structured
If you are a manufacturer or supplier and want to work with a reseller or retailer to sell your products, a distribution agreement is a necessary tool that can allow you to control the path of your products to market. For instance,...
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GM’s Acquisition of Cruise Nearly Disrupted: The Importance of Operating Agreements for California Startups
On May 13, 2016, General Motors officially acquired self-driving car startup Cruise for approximately $1 billion, however, the sale almost fell through because the company failed to document properly the scope and involvement of an alleged co-founder, Jeremy Guillory. On May 8, just five...
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Getting Familiar with Your Estate Plan During Your Down Time
They say right now is always the best time to take care of your estate plan. For most of us, “right now” is bogged down with work and other responsibilities. If the lockdown at home is allowing you to knock some things off...
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Employee Confidentiality Agreements in California
Confidentiality agreements in the context of employer-employee relations can prove to be most beneficial after an employee’s employment with a company has come to an end. For instance, SolarCity Corp., a company based in California, recently filed suit against a former...
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COVID-19: Contractual Issues & FAQS
As we navigate the historic challenges of COVID-19, with social distancing and other restrictions wreaking havoc on many businesses and our economy at large, the issues surrounding business contracts are front and center. Many are concerned about their business’ ability to fulfill obligations under contracts they have executed, from client service agreements...
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Contemplating Enforcement and Disputes when Drafting Contracts with International Parties
While it is always important to have a well-drafted contract, complications with enforcement of a contract can arise when one party is not based in the United States. In California you often see this come up where a party is working...
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Client Service Agreements with Variable Terms
If you are in client service, it’s always a good idea to have a contract with your clients. In the contract, you can establish key terms of your relationship with your client, such as compensation, how either party may terminate the...
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Case Study: Readability vs. Protectiveness
Quite often we have clients whose primary goal is to have a contract that is “readable” to the other party, and does not scare them off. This comes up quite frequently with client agreements for businesses we represent, as businesses don’t want...
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Case Study: Negotiating and Drafting a Real Estate Joint Venture Agreement
On a number of occasions, we have been asked to draft a partnership agreement for a real estate venture. The typical setup is one party, who we’ll call the “Investor Party”, invests the capital necessary to build or renovate a property...
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Buying or Selling a Restaurant in California: Important Considerations
When buying a business, regardless of type, how the purchase price is paid is of paramount importance. If it is paid in a lump sum at Closing, then there is no issue presuming the ownership of the business transfers at Closing....
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Buying and Selling a Professional Practice
When you’re thinking about selling or buying a professional practice – meaning a business requiring a license to practice, such as a medical, law, dental, chiropractic or optometry practice – the first thing you need to do is determine whether you...
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Buy a Business’ Assets with a Purchase and Sale Agreement
As Your Contract Lawyer has explained previously (here and here), in addition to being utilized for the purchase of a company, a purchase and sale agreement can be used for the purchase of some or all of a company’s assets. These assets can...
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