The Importance of Contract Review

Contract review by an experienced local business lawyer is essential because contracts and agreements are legally binding documents.  That means that the parties are legally obligated to comply with the terms, conditions and responsibilities laid out in these documents. It also means that if there is any future disagreement, an arbitrator or a court of law will review the document to decide the outcome of the case.  

The way the document is worded, the priority of the content and whether certain concepts are included could make a big difference in business outcomes and the way disputes are resolved.

All legally binding documents should be reviewed by competent legal counsel before being used in a business environment.  However, partnership agreements, contractor agreements, sales contracts, non-disclosure agreements and non-compete agreements are especially important.  Because these documents play such a vital role in key aspects of the business cycle, it is wise to make sure that they are drafted and reviewed by a business lawyer who understands the complexities of and unique nature of your specific situation.

Partnership Agreements

These are contracts between two or more business partners that are used to establish the responsibilities, and profit and loss distribution of each partner, as well as other rules about the partnership like withdrawals, dissolution, capital contributions, profit and loss distribution, management and voting (if applicable) and partnership tax elections.

A partnership agreement sets out principles and guidelines for business partners to follow. 

Because every business relationship is different, knowing the type of partnership agreement needed and making sure that the document meets the exact needs of the businesses involved can avoid disagreements or issues in the future.  Even if you have an existing partnership agreement, an experienced business lawyer well versed in Florida law can review the document and determine if ancillary documents and amendments are needed to support the best interests of your business.

Click here to read more about the legal aspects of business partnerships.

Contractor Agreements

Contractors are vendors to your business that operate on an ongoing basis under a written agreement.  A typical governing agreement of a contractor relationship outlines service levels, compensation, rights and responsibilities and termination.  

A contractor agreement sets out principles and guidelines for both parties to follow. 

Because every vendor relationship and every business is unique, knowing the type of contractor agreement needed and making sure that the document meets the exact needs of the entities involved can avoid disagreements or issues in the future.  Even if you have an existing vendor agreement, an experienced business lawyer well versed in Florida law can review the document and determine if addenda and amendments are needed to support the best interests of your business.

Sales Contracts

Sales Contracts are legal agreements for the purchase of assets by a buyer from a seller. Such contracts outline the nature of the transaction, the legal obligations and rights of each party and any contingencies under which the contract may be changed or terminated. Establishing contingencies or “what if” scenarios is an important part of any thorough contract.  

Of course, accounting for all contingencies is a difficult endeavor, if not impossible. Business contract review lawyers can assist your business in drafting the proper clauses and language to account for both foreseeable and unforeseeable events between a buyer and a seller. For example, for businesses that closed or perhaps changed delivery protocols during quarantine, it is wise to consult an experienced business contract review lawyer to revise existing sales contracts.  The new contracts could include post-COVID-19 language that outlines a new framework between buyer and seller. 

“All legally binding documents should be reviewed by competent legal counsel before being used in a business environment.”  

Because every business’ products and services are unique, knowing the exact wording required in the sales agreement and making sure that the document meets the exact needs of the businesses involved can avoid disagreements or issues in the future.  Even if you have an existing vendor agreement, an experienced business lawyer well versed in Florida law can review the document and determine if addenda and amendments are needed to support the best interests of your business.

Non-Disclosure Agreements

Non-disclosure agreements (NDAs) prohibit one party from discussing or publicizing trade secrets, other confidential information and any potential cooperation with third parties.  These agreements may be frequently required if your business regularly works with partners with whom you need to share confidential information before signing a more formal binding agreement.  One variation of the NDA that can be particularly useful is the mutual non-disclosure agreement.  A Mutual NDA (or MNDA) protects information from both parties to the contract.  Sending potential partners and prospective clients a pre-executed MNDA is a great way to use a legal document to expedite business conversations.

Non-Compete Agreements

Employees, joint venture partners and clients who work with your business in good faith should refrain from using their access to your trade practices and staff to compete with your business.  To ensure that there is adequate legal protection built into your business and employment relationships, it is wise to ask all relevant parties to sign a non-compete agreement.

All businesses should beware of the legal complexities of non-compete agreements.  While tortious interference against a business is unlawful, many competitive activities are permitted by law. Likewise, there can be little recourse to prevent certain employees from leaving your company and joining competitors unless you are currently paying them a “gardening leave” salary to keep them out of the market.

An experienced business and corporate attorney will understand the nuances and grey areas and draft a non-compete agreement that adds value to your business relationships by actually being effective in what it seeks to prohibit.

South Florida Law

The business attorneys at South Florida Law, PLLC are experienced in drafting and reviewing documents and do so with the best interests of your business in mind.  We strongly advise that you seek professional legal assistance in drafting your company’s standard versions of these five essential business documents and any other documents you routinely use.

Drafting new documents or reviewing existing documentation?  Need a business lawyer to review an agreement sent to you by an entity with which you do business?  Reach out to South Florida Law today via our contact form or by calling (954) 900-8885.

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