Create and Review Your Own Contracts Minimize your legal risks and lock in profits as experienced contract attorney Laura Plimpton walks you through a fail-safe method of reviewing any contract. Learn to identify and neutralize the trick phrases that can create enormous risks for you and your business. Coaching you all the way, the experts at Entrepreneur guide you into the thriving homebased industry, revealing unique, slam-dunk opportunities, outlining vital business basics, sharing priceless industry need-to-knows, and so much more!
The Complete Guide to Selling a Business.
Contracts: the Essential Business Desk Reference by Attorney Richard Stim
Fred S. Overview of the process. Deciding whether -- and when -- to sell -- The key steps in selling your business -- The key legal issues in selling your business -- Tax considerations when selling your business -- Putting a price on your business -- Working with lawyers, accountants, and brokers -- Pt. Getting ready to sell. Preparing your business for sale -- Finding the right buyer -- Structuring the sale -- The investigation stage : how sellers and buyers check each other out -- Drafting a letter of intent -- Pt.
Preparing the promissory note and other sales documents. Preparing the sales agreement and other legal documents -- Who's selling, who's buying -- and what's being sold -- The sales price and terms of payment -- Dealing with liabilities and representations -- Payments for noncompete and consultant deals -- Other important legal language for the sales agreement -- Signatures on a sales agreement -- Pt. Closing the deal. Promissory notes and other installment documents -- Bill of sale, lease assignment, and other documents for transferring your business -- Documents for noncompete and future work commitments -- Preparing for a smooth closing.
Contracts : the essential business desk reference (Book, ) [pyfylemogy.tk]
Similar ebooks. Richard Stim. Profit From Your Idea will help you negotiate and draft a licensing agreement that best protects your interests. The 9th edition is completely updated with current licensing law and patent rules, and covers the implications of the Defend Trade Secrets Act of Donald Miller.
The Essential Business Desk Reference
New York Times best-selling author Donald Miller uses the seven universal elements of powerful stories to teach listeners how to dramatically improve how they connect with customers and grow their businesses. Stephen Fishman. Home Business Tax Deductions covers all you need to know about the new tax laws to make sure you that you are taking advantage of all the tax deductions to which you are entitled. Practical and organized by chapter into the most commonly used home business tax deductions, this book shows how to plan for and take advantage of the tax breaks available to home business owners.
It replaces and supersedes any and all oral agreements between the parties, as well as any prior writings. Modifications and amendments to this agreement, including any exhibit or appendix, are enforceable only if they are in writing and are signed by authorized representatives of both parties.
Surprisingly, the prohibition against oral modification provided in this clause is not always enforced. The reasoning, as expressed by one court, is this: Parties to a contract cannot, even by a written provision in the contract, deprive themselves of the power to alter or terminate that contract by a later agreement; so a written contract may be modified by the parties in any manner they choose.
In other words, a contract clause requiring written amendments will not always be enforced. The chances of it being enforced go down if one or both parties relied on the oral modification. When he refused to resign, his boss said, You are fired. The agent left the job, accepted his severance pay and accrued vacation pay, and stopped coming to work. However, he argued that he was still entitled to collect commissions because his employment was never terminated in writing, as required by the contract. A federal court of appeal did not agree.
Despite the contract language requiring modifications in writing, the court determined that the agent and the insurance company had accepted, through their statements and actions, an oral amendment to the contract regarding notice of termination.
This is not to say that you should disregard clauses prohibiting oral amendments or avoid using such clauses in agreements. Written amendments—like written agreements in general—have many advantages over oral agreements, and a party seeking to enforce an oral modification despite a clause prohibiting them will face an uphill battle in court. In addition, the law requires that some amendments be in writing—for example, amendments for transfers of real or intangible property and certain financial contracts must be in writing.
Amendments, consents, and waivers. For example, one party to a nondisclosure contract might give the other party permission to disclose certain facts to certain people, even though that might technically violate the language of the contract. These deviations—in which a party waives a provision or permits something that is otherwise prohibited—are sometimes considered amendments, although they are more properly defined as waivers or consents.
Consents and waivers should be in writing. Creating amendments. The goal when creating a contract amendment is to be as specific and concise as possible. As James Brown might have stated, You should hit it and quit it. The document can appear informal—for example, like a letter agreement—or it can resemble the original contract in font and layout.
Generally, amendments come in a few different styles, as shown below. Redlines and strikeouts. Additions and deletions are shown visually, with additions underlined and deleted text crossed out. Most word processing programs allow you to choose strikeout as a font. A statement describing the process commonly precedes it. The parties agree to amend the Agreement by the following additions indicated by underlining and deletions indicated by strikethroughs :.
The Term of this Agreement is from July 31, to July 31, The Agreement may be renewed on an annual basis for additional two-year terms following the initial term, upon written agreement of the parties.
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- CONTRACTS, 2ND EDITION: The Essential Business Desk Reference.
The parties must mutually inform each other of their intention to renew the Agreement no later than January 31 June 1 of each year in which the Agreement is set to terminate. Replaced in its entirety. In this manner, you simply state that a whole clause has been replaced and provide the new clause. The Agreement may be renewed for additional two-year terms following the initial term, upon written agreement of the parties.
The parties must mutually inform each other of their intention to renew the Agreement no later than June 1 of each year in which the Agreement is set to terminate. Describing without restating the amendment. Using this approach, the changes are described. This is often shorter but requires the parties to check against the existing text of the contract. The first sentence of Section 7 is amended by modifying to The second sentence is amended by striking on an annual basis, and replacing it with for additional two-year terms.
The date in the last sentence is modified from January 31 to June 1. You can choose whichever method suits you or combine them if you wish. The important thing, as with all contract drafting, is that your intentions are clear to all parties as well as to third parties reading the amendment.
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In addition, be sure to change any cross-references, if necessary. Modifications before the contract is signed. If a contract is modified before it is signed, such changes are not amendments. If you wish to handwrite a change into an agreement that been printed out for signature—for example, because you noticed a typo at the last minute—you can use a pen to do so and have both parties initial it.
Although not technically an amendment, these modifications are sometimes labeled as such. Amending certain assigned UCC agreements. If your contract is a secured transaction—a loan or a credit transaction in which the lender acquires a security interest in collateral you owned—then there may be complications involving amendments to assigned agreements under Section of the Uniform Commercial Code UCC.
You should consult with an attorney before amending an assigned contract for a secured transaction. Completing the amendment. Type in the amendments to the existing contract using any one of the three methods described above. This paragraph should be included to guarantee that other than the amendment, the contract remains as it is written. Under the printed party names, each of you should sign and write in the date. Below, each should print his or her name and title, such as Chief Operating Officer, or General Partner. Generally, agreements require the contracting parties to sign all amendments.
However, in some cases—for example, corporate amendments or amendments to financial agreements—other signatures or notices may be required. In addition, amendments should be filed and maintained with the original agreement so that anyone viewing the file will know that the agreement has been amended. Except as set forth in this Amendment, the Agreement is unaffected and will continue in full force and effect in accordance with its terms. If there is conflict between this Amendment and the Agreement or any earlier amendment, the terms of this Amendment will prevail.
Using an amortized payment plan, the borrower—for example, in a mortgage or car loan—gradually pays less interest and more principal as the payment plan progresses. A little history. That may explain why more than half of the population rented and most of the rest were in danger of losing their homes during the Great Depression. In , the Federal Housing Authority stepped in with a new system of government-backed mortgages, which required a much lower down payment, and spread repayment of the loan amount the principle and the cost of the loan the interest over a longer period, using a system that was called amortization.
Related terms: APR; compounding compound interest; debt; equity; interest rates usury ; mortgage; promissory note.
Contracts : the essential business desk reference
In , attorney Jabez Sutherland wrote a book on interpreting contracts and statutes. He created a simple rule for deriving the meaning of contract clauses that contained multiple obligations or conditions. Sutherland said that when a qualifying word or phrase is used with a group of obligations or conditions, the qualifying terms are presumed to modify only the condition or obligation that immediately precedes it the last antecedent.
Subject to the termination provisions of this Agreement, this Agreement is effective from the date it is made and will continue in force for a period of five 5 years, and thereafter for successive five 5 -year terms, unless and until either party terminates it by providing one-year prior notice in writing to the other party. The qualifying phrase in this sample is unless and until either party terminates it by providing one year prior notice in writing.
The last antecedent is successive five-year terms. Applying the rule to this clause, either party could terminate the agreement under the notice provision only during successive five 5 -year periods, not during the initial five 5 -year period. No person except a natural born Citizen, or a Citizen of the United States, at the time of the Adoption of this Constitution, shall be eligible to the Office of President.
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The qualifying phrase in this sample is at the time of the Adoption of this Constitution. The last antecedent is a Citizen of the United States. If the rule were not applied and the phrase was intended for both of the conditions, then the United States would have run out of presidential possibilities—any natural born Citizen at the time of Adoption of this Constitution —sometime in the 19th century.
Unfortunately for those seeking contractual clarity, Jabez Sutherland muddied the waters by added a qualifier to his rule:. This action might not be possible to undo. Are you sure you want to continue? Upload Sign In Join. Home Books Politics. Save For Later. Create a List. Summary The contract reference book every small business needs. Read on the Scribd mobile app Download the free Scribd mobile app to read anytime, anywhere. Book Preview Contracts - Richard Stim. Related term: promissory note. Related terms: amendment, integration.
Attorney Richard Stim specializes in small business, copyright, patents, and trademark issues at Nolo. He practices law in San Francisco and has represented photographers, software developers, craftspeople, publishers, musicians, and toy designers. Richard Stim. Understand virtually any contract and sign on the dotted line with confidence.