Law Offices of
	Thomas Gross
SILICON VALLEY BUSINESS LAW	San Jose  Silicon Valley
Corporate, Business, Contracts, M&A, Securities	(408) 377-4178      info@svbizlaw.com

Contracts & Agreements

Properly drafted written agreements or contracts can protect you in several ways. First, they can prevent misunderstandings that can lead to legal problems. Second, they can limit your exposure to lawsuits and damages.  Third, they can set forth conditions, so that your performance can be excused on the occurrence or non-occurrence of certain events.

Clarity in agreements helps to avoid lawsuits.  A good contract attorney is able to anticipate the possibility of various scenarios occurring and can advise you as to how to protect yourself from the consequences of such scenarios.  What happens if an Act of God (e,g, fire, earthquake, flood) or terrorist attack interferes with the ability of one party to perform its obligations under the contract?  What about third party lawsuits or claims?   This could occur if you license the right to use technology and the licensor and you both get sued by a third party for infringement.  It could also occur if an employee or agent of the other party visits your premises and suffers a tragic accident and you get sued.  Will you be indemnified?  If economic conditions change so that the contract no is no longer profitable or desirable, can it be terminated?  Can the agreement be assigned by either party? Depending on the type of contract, there are a whole host of possible scenarios that should be addressed.

Contracts can limit your exposure to liability by including provisions restricting the scope of your work and responsibility, having disputes handled by arbitration rather than through the courts, and limiting the amount of damages.  They can also include indemnity clauses to protect you against third party claims.

Contracts can also set conditions to your performance.  Conditions can require the other party to meet certain criteria or do certain tasks, before your contractual obligations occur.    Perhaps, you want the other party to obtain certain levels of insurance, obtain proper licenses or meet certain specifications before your obligations occur.  Conditions can also allow you to discharge your obligations if they are not met.  For instance, if a supplier fails to comply with a condition requiring delivery by a certain date and time, you may be excused from paying for such goods as long as you do not accept the goods or otherwise act to waive such condition..

Generally, the more specific and detailed the contract, the less likely there will be a misunderstanding and consequently a lawsuit.  That is why it is never a good idea to download a form agreement off the internet.  It never pays to be pennywise and pound foolish with your agreements.  Once the ink is dry, the contract becomes the governing authority as to the mutual rights and obligations of the parties  Do not expect to rely on what was said before the contract was signed.  If there is a dispute, the words in the contract will control.  We can help you prepare or review any type of business contract.  We can advise you as to the ideal terms that you would want in a contract and what we believe is achievable in a negotiated transaction given the dynamics involved.  We can also act to negotiate the business terms, the legal terms or both.

Our attorneys have many years of experience preparing, reviewing and negotiating virtually all types of business contracts.  We believe our attorneys have the qualities that you want in a contracts attorney.  Our attorneys are effective communicators, precise draftsmen and creative problem solvers who make sure they are very familiar with your business, the transaction involved and the applicable laws.  

Common or typical agreements that we can prepare or review include Letters of Intent, Non-Disclosure Agreements, Shareholder Agreements, Buy-Sell Agreements, Real Property Leases, Equipment Leases, Sales Agreements, Service Agreements, Service Level Agreements, Technology Licensing Agreements, Intellectual Property Agreements, Terms of Service, Website Agreements, Web-Hosting Agreements, Security Agreements, Collateral Agreements, Purchase Agreements, Sale Agreements, Stock Acquisition Agreements, Merger Agreements,  Contractor/Subcontractor Agreements, Employment Agreements, Option Plans & Agreements, Shareholder Purchase Agreements, Marketing Agreements, Consultant Agreements, Reseller Agreements, Vendor & Supplier Agreements, Financing Contracts, Standstill Agreements, Non-competition Agreements, Consumer Contracts, Commercial Contracts, and Business Contracts.

For an initial consultation, please contact us.

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