Agreements

Buy-Sell Agreements

A buy-sell agreement is basically the will for your business.

The buy-sell agreement addresses questions such as:

It specifies what will happen after certain “trigger” events. Those events can include an owner’s:

• Death or disability
• Departure from the business (firing for cause, quitting, or retiring)
• Desire to sell his or her shares

The parties can always agree to different terms later, but if they can’t, having your business lawyer create a buy-sell agreement now provides a fallback with agreed-upon outcomes when that trigger event happens.

• What happens to the owner’s stock when he or she leaves?
• Should a person be able to benefit from the company’s success if he or she is no longer contributing to it?
• When someone dies, do the remaining partners need to buy out that person’s spouse or does the spouse get a seat at the table?

The situations are varied, and the answers will differ based on your perspective. That is why buy-sell agreements demand customization by an experienced business lawyer.

Every business with two or more members will someday face a trigger event. The best time to create a buy-sell agreement to address these issues is at the beginning of a business. It will serve as a framework as your business grows and adds more equity holders who may have different needs and perspectives.

A business lawyer cannot represent all parties in the creation of a buy-sell agreement. Steve Sneiderman’s role as company counsel is to educate the individuals on the issues parties usually confront, the strategies to resolve those issues, and the relative pros and cons of each. The individuals then should make informed decisions after consulting their own attorneys. If your buy-sell agreement is being drafted elsewhere, Steve can represent you personally, reviewing the documents to ensure that your best interests are being served.

Whether you’re involved in a new business or an existing one that needs a buy-sell agreement, the time to involve Steve is now. Contact him today.

Employment Agreements

Both employers and employees have a vested interest in getting employment agreements right.

Business law attorney Steve Sneiderman has written many of these employment contracts for employers and has reviewed many for employees. His experience allows him to address the key issues for each party. Understanding both sides helps bring more effective negotiations on your behalf.

Employers use an employment agreement to control the employee’s actions and to permit termination without severance pay if the employee violates the agreement.

Employees, on the other hand, want to ensure the employment agreement provides for severance pay unless they are terminated for cause. Negotiating the definition of “cause” and what constitutes it is a large part of Steve’s role.

Another legal issue Steve often addresses in employment agreements is defining when an employee may quit and still receive severance pay. Examples of this are:

License Agreements

Intellectual property—a very important concept in today’s networked world—is controlled by license agreements. A license agreement allows a creator (the “licensor”) of intellectual property to permit another person (the “licensee”) to use that property, usually for fee, without surrendering ownership.

Examples of intellectual property controlled by license agreements are:

• Trademarks
• Logos
• Patents
• Copyrighted materials such as software

License agreements have to address many details: the length of the use, the territory where the licensee can use the intellectual property, the markets covered, and—of course—the fees. Licensors also need to carefully protect how the licensee uses the intellectual property so that its value is not diminished. Finally, to avoid any future disputes about ownership, license agreements must make clear to the general public who is the true owner of the intellectual property. Depending on the technology, the parties may also need to make clear what rights are granted with respect to future improvements to that technology (upgraded versions, etc.).

Business attorney Steve Sneiderman has experience on both sides of these types of agreements and can provide you with valuable guidance. Contact him for intellectual property assistance today.

Leases

Business lawyer Steve Sneiderman assists his clients with two types of leases:

• Real property
• Personal property or equipment

Real property leases are used to allow people to occupy a space they do not own for a certain period of time. These leases can range from one to 100 pages, depending on the type of property involved. Steve Sneiderman can be either the tenant’s or the landlord’s lawyer; his experience representing both types of parties means he knows what is fair and customary in each situation.

As the tenant’s lawyer, Steve will review the lease to see that the landlord is providing the necessary services and items. This includes anything from utilities to special construction to parking spaces. As the landlord’s lawyer, Steve will write or review the lease to ensure the landlord’s interests are protected, that it includes a provision for on-time payments, and that it includes the rights to enforce the lease against the tenant for noncompliance. In both cases, he addresses the parties’ responsibilities during the lease as well as when it ends.

Personal property or equipment leases are used to finance the acquisition of expensive pieces of equipment—from forklifts to multimillion dollar manufacturing equipment. Business lawyer Steve Sneiderman understands the special laws that govern the terms and conditions contained in equipment leases. As with real estate leases, your interests in the lease depend on whether you are the lessor (owner) or the lessee (renter); Steve has experience in representing each side.

Whether you’re a landlord or a tenant, an equipment owner or a renter, business attorney Steve Sneiderman can help protect your interests. Contact him before you enter into any business lease agreement.