|
BUSINESS CONTRACTS
Bylaws
Bylaws
only operate to Corporations. They are generally drafted by the founders
or directors of the corporation. Bylaws general describe how directors are
elected, how meetings of directors and shareholders are conducted, and what
officers the organization will have and a description of their duties.
Especially in a multi-shareholder corporation, a bylaw is imperative!
Operating Agreements
Operating agreements are much like partnership agreements and bylaws
However, they only apply to Limited Liability Companies (LLCs). This
agreement must be very carefully drafted because it spells out the rights and
duties of each individual member of the LLC. Especially in a multi-member
LLC, such an agreement is imperative so that each member knows exactly what
interest they have in the LLC.
Shareholder Agreements
A
Shareholder agreement is an imperative agreement used for small corporations and
definitely for "statutory close corporations." Shareholder agreements are
used to create a market for otherwise undesirable interest in a closely held
business. Each shareholder typically offers his or her stock to the
corporation on the occurrence of a certain event (retirement, termination of
employment, receipt of outside offer to buy, death or disability). It
provides a fair price for the shares of stock in the corporation. They
also relate to the operation and management of the corporation.
Buy-Sell Agreements
Buy-sell agreements are typically used in small or closely held businesses.
There are various reasons why a buy-sell agreement is desirable (i.e.,
shareholders would like to choose their future associates, prevent business from
falling under control of competitors, avoid conflicts between active and passive
investors, to ensure corporations eligibility for continuing S Corporation
status, to establish a fixed value of the stock for estate tax purposes.
International Agreements
-
International Sales
Agreement -
A contract for the
sale of goods between a California seller and purchaser in a foreign country
-
International
Purchase Agreement
- A contract for the sale of goods between a California Purchaser and a
seller in a foreign country
-
Export Sales
Representatives Agreement -
Used for the
appointment of a foreign sales representative. Such an agreement will
be entered between a manufacturer and owner of specific goods and a party
located in a foreign territory, referred to as the representative, in which
the representative agrees to perform certain services with the aim of
generating sales opportunities.
-
International
Distribution Agreement
- Such an agreement is used to in the appointment of a foreign distributor.
-
International
Licensing Agreement -
such an agreement is
used to provide for the license of US and foreign patents, and related
know-how, to a foreign party in order to permit the foreign party to
manufacture and sell such products in a defined foreign territory.
-
International Service Employment Agreement - An employee may seek job
stability and security and a business may want to protect its assets (trade
secrets, patents, inventions, sales territories, customer lists, etc...).
Such an agreement is helpful to place the employer-employee relationship in
a written contract. Such an agreement is increasingly important when
it involves international employment.
-
Exclusive foreign manufacturing agreement - When a company desires a
manufacturer to manufacture certain products exclusively for the company
using product specifications and confidentiality information
Sales Agreements
There are many different types of
agreements that can be drafted that relate to the sale of goods:
-
Agreement for the sale of goods
-
Distributorship agreement
-
Vendor Agreement
-
Purchase Order Terms
-
Express Warranties
-
Shipment and Destination
Contracts
-
Letters of Credit
Buy
and Selling A Business
We
assist buyer and sellers in the sale or purchase of a business and its assets
(tangible and intangible). Property must be transferred in accordance with
the laws of the state. Depending on the circumstances, the parties may be
required to comply with specific statutory restrictions applicable to asset sale
transactions.
Employment Agreements
Employment contracts are agreements by which an employer engages an another to
perform some benefit to the employer or a third person. Generally, most
employees do not have written contracts in place. However, it is always
best to have some form of employment contract in place to outline the employment
relationship and the termination of the relationship. They can be used to
have employees not solicit customers, or steal proprietary information, or keep
certain communications confidential.
Independent Contractor Agreements
An
Independent Contractor is one who is not subject to the control and direction of
an employer for whom work is being performed, with respect not only to what
shall be done but to how it shall be done. If the employer has the right to
exert such control, an employee-employer relationship exists and the person is
an employee and not an independent contractor. Having an employer be considered
an independent contractor can have great advantages. One such advantage is
not requiring the employer to provide workers compensation for the Independent
Contractor.
Several factors are taken into consider to determine whether someone is an
employee or an independent contractor. These factors must be closely
examined. For example, the employer must look to see whether the employer
has the right to control the details of the work. If so, then he must be
considered an employee and not an Independent Contractor.
Power of Attorneys
A
power of attorney is a legal tool that grants someone authority to undertake
certain actions on behalf of another in a variety of situations, such as
business management, real property, and personal property transactions.
Since so much authority is granted to another, Power of Attorneys must be
carefully drafted.
Assignments
As a general rule, any property may
be transferred. Additionally, claims and debts may be assigned.
Assignments involve transfer of property rights, such as creditors rights,
accounts receivables, and claim for damages.
Settlements and
Releases
A settlement is an agreement
resolving a dispute without the need need of going through a full trial. A
settlement doesn't constitute an admission of liability. Attorneys must be
careful in drafting settlement agreements since they significantly affect the
parties rights.
A
release is an agreement that relinquishes a right or claim to the person against
whom it could be asserted. Its effect is to extinguish the obligation or cause
of action.
Internet & Online Transactions
Many
use the Web to market and sell goods and services. It is generally
required to have certain contracts and disclaimers in place if conducting
business via the net. You may also require certain agreements for the
development of your website. Such examples of agreements include:
-
Website Development Agreements
-
Website Hosting Agreements
-
Work made for hire agreement between website developer and owner
-
Disclaimers - liability, non-responsibility, website use subject to
guidelines
-
Website Privacy Policy
Technology Contracts
Technology contracts may be used to protect intellectual property, such as
computer software and hardware (including trademarks, copyrights and patents).
Types of agreements we provide include:
-
Technology licensing agreements
-
software development agreements
-
shrink wrap and license agreements
-
software consulting agreements
-
software distribution agreements
Entertainment Contracts
We
also assist individuals and companies in the entertainment industry. Types
of contracts we provide are:
-
Agreements between production company and writer for motion picture
-
Agreements between production company and actor for television
-
Distribution agreement between licensor of television motion picture and
distributor
-
Personal manager agreement
-
Consulting agreement
-
Fashion model agency agreement
-
Endorsement contracts
Service & Maintenance Contracts
Businesses contract with outside parties for services and projects (i.e., legal
& accounting services, research and development, manufacturing and maintenance,
data and records services, computer services, security services, maintenance of
business equipment)
Other Agreements
We invite you to discuss your business
with us. We can help protect you and your family! Call now for
a free consultation. You may reach our office at (310)205-5529.
Remember...Failing to
Plan is Planning to Fail!
LAW OFFICES OF ALON DARVISH
9454 Wilshire Boulevard, Penthouse
Beverly Hills, CA 90212
Tel: (310)205-5529
SERVING LOS ANGELES COUNTY
| 
