Contract Drafting, Negotiating, and Review

The Law Office of Richard H. Poulson can draft, negotiate, review and, when necessary, defend in court the various contracts that business owners need to stay in business. These contracts can take many forms and the ultimate test of their strength is when they are enforced or challenged in court. For this reason, business owners should rely on an attorney who can not only draft and review the contract, but one that is also a business litigation attorney that can address these issues in Court. Richard H. Poulson, an Alameda County-based litigation attorney with clients across the country, can partner with you to both draft and enforce the contracts that your business relies upon.

For independent contractors, professional service agreements can clearly define the scope of work, payment terms, and any cancellation or termination provisions. They may enter into licensing agreements or “work for hire” agreements that should clearly define what work is expected and how the ownership of that work will be addressed. Intellectual property issues and trade secret issues can easily arise. Non-disclosure agreements allow potential partners in a joint venture to engage in collaborative discussions while having their intellectual property and confidential information protected.

For existing businesses, buy-sell agreements are commonly overlooked when they can help ease the transition of a business owner out of the business due to the occurrence of variety of triggering events, such as death, divorce, bankruptcy, loss of a professional license, termination, or retirement. In each of these cases, a buy-sell agreement can provide a methodology to assess the value of that business and define a payment plan to ensure both the continuity of the business and that a withdrawing partner’s capital contributions and investment are returned in an efficient manner.

Stock purchase and sale agreements and “phantom stock” agreements provide business owners with opportunities to attract outside investors or to fortify employee loyalty by offering equity or profit-share incentives. Stock sales give the purchaser an equity interest in that business and, depending on the percentage of stock obtained, potentially give the shareholder inspection rights with respect to the businesses financial and accounting records. “Phantom stock” agreements give the purchaser guaranteed dividends if certain financial benchmarks are achieved by the company. While “phantom stock” agreements to not provide the purchaser with an equity in the business, they do provide monetary incentives to increase employee productivity and loyalty.

With the Covid-19 pandemic around the globe, “force majeure clauses” in particular are coming to the foreground. Once an obscure and rarely invoked clause, “force majeure clauses” now have being used by businesses to withdraw from the contractual obligations. Concepts such as “commercial frustration” or “impossibility” are being tested in the courts. Other common contractual clauses, such as liquidated damages provisions, are commonly being invoked to limit and/or define the damages that can result from a breach of contract. Furthermore, provisions such as forum selection clauses and mediation and/or arbitration provisions can help avoid protracted disputes regarding the location and form of dispute resolution, thus limiting legal costs that result from disputes over these issues.

With experience partnering with a wide variety of business and industries, including financial advisors, executive coaches, IT system management companies, contractors in various trades, caterers, and publishers, and flat fee pricing for many transactional matters, the Law Office of Richard H. Poulson, an Alameda County business lawyer serving clients throughout the Bay Area, is available to help you make sure that your contracts are tailored for your needs.