LIST OF CHAPTERS. Chapter 1 INTRODUCTION TO CONTRACT DRAFTING Chapter 2 OVERVIEW OF BUSINESS ENTITIES... 15

Size: px

Start display at page:

Download "LIST OF CHAPTERS. Chapter 1 INTRODUCTION TO CONTRACT DRAFTING Chapter 2 OVERVIEW OF BUSINESS ENTITIES... 15"

Melanie Grant
6 years ago
Views:

1 LIST OF CHAPTERS Chapter 1 INTRODUCTION TO CONTRACT DRAFTING... 1 Chapter 2 OVERVIEW OF BUSINESS ENTITIES Chapter 3 FINANCING THE BUSINESS Chapter 4 SALE AND PURCHASE OF GOODS AND SERVICES Chapter 5 COPYRIGHT ASSIGNMENTS Chapter 6 LABOR AND EMPLOYMENT ISSUES Chapter 7 OVERVIEW OF MERGERS AND ACQUISITIONS Chapter 8 OVERVIEW OF OPINION LETTERS Chapter 9 SPONSORSHIP AGREEMENTS: EVENTS, PERSONAL ENDORSEMENTS AND CONTESTS ix

3 TABLE OF CONTENTS CHAPTER 1. INTRODUCTION TO CONTRACT DRAFTING Overview Clarity Is Key What To Include Preamble Recitals Boilerplate Definitions Exhibits, Attachments, And Schedules Extrinsic Documents Changing The Document Standardization Style And Form... 9 FORM 1A: Standard Contract Provisions CHAPTER 2. OVERVIEW OF BUSINESS ENTITIES Selecting The Appropriate Business Entity Sole Proprietorship General Partnership Limited Partnership Limited Liability Company Corporation B Corporations Matrix For Choice Of Entity: Which Entity Is Right For You? Organizational Grid FORM 2A: Checklist For Creating A Corporation FORM 2B: Articles Of Incorporation FORM 2C: Bylaws FORM 2D: Written Consent In Lieu Of First Meeting Of The Board Of Directors Of FORM 2E: Shareholders Agreement FORM 2F: Letter Doing Business As An S Corporation FORM 2G: Checklist For Use In Creating A Limited Liability Company xi

4 Business Contracts FORM 2H: Articles Of Organization FORM 2I: Simple LLC Operating Agreement FORM 2J: Partnership Checklist LLP FORM 2K: Family LLLP Partnership Agreement (For Use With Managing Family Assets And Related Estate Planning) FORM 2L: Limited Liability Limited Partnership Agreement FORM 2M: Professional Corporation Bylaws FORM 2N: Formation Questionnaire FORM 2O: Articles Of Incorporation [Colorado Nonprofit Corporation] FORM 2P: Nonprofit Corporation Bylaws FORM 2Q: Questionnaire Regarding 501(c)(3) Application Information FORM 2R: Charitable Trust CHAPTER 3. FINANCING THE BUSINESS Introduction Funding Considerations Debt vs. Equity Equity Securities And Debt Securities Advantages And Disadvantages Of Equity Advantages And Disadvantages Of Debt Preferred Securities Sources Of Capital Existing Owners And Managers Friends And Family Angel Investors Strategic Investors Venture Capital Funds Private Placement To Multiple Outside Investors Banks And Financial Institutions Compliance With Federal And State Securities Laws Registration And Exemptions Under Federal Law Scope Of Exemptions Registration And Exemptions Under The Blue Sky Laws Forms Private Placement Memorandum Subscription Agreement, Investor Questionnaire And Instructions xii

5 Table of Contents Series A Term Sheet And Certificate Of Incorporation Investor Rights Agreement Convertible Debt Term Sheet And Note FORM 3A: Private Placement Memorandum FORM 3B: Instructions To Subscribers FORM 3C: Investor Questionnaire FORM 3D: Subscription Agreement FORM 3E: Series A Preferred Stock Term Sheet FORM 3F: Investor Rights Agreement FORM 3G: Debt Investment Term Sheet FORM 3H: Borrower s Certificates FORM 3I: Convertible Subordinated Promissory Note FORM 3J: Amendment And Restatement Of Certificate Of Incorporation CHAPTER 4. SALE AND PURCHASE OF GOODS AND SERVICES Sales Of Goods U.S. Transactions Uniform Commercial Code International Transactions For The Sale Of Goods Service Agreements Independent Contractor Relationship Intellectual Property Rights And Ownership Electronic Contracting E-SIGN And UETA Elements Of Electronic Contracts Drafting Tips A Checklist Using The Sales And Purchasing Forms FORM 4A: Purchase Order Clauses FORM 4B: Sales Invoice Clauses FORM 4C: Mutual Non-Disclosure Agreement FORM 4D: Request For Proposal / Request For Quotation FORM 4E: Master Supply Agreement FORM 4F: Distributor Agreement FORM 4G: Sales Representative Agreement FORM 4H: Services Agreement xiii

6 Business Contracts FORM 4I: Electronic Commerce Agreement FORM 4J: Services Agreement Clause Electronic Contracting Legend CHAPTER 5. COPYRIGHT ASSIGNMENTS Why Businesses Must Care About Copyright Assignments What Is A Copyright? Works Author Copyrights Special Considerations Is The Work A Work Made For Hire By An Employee? Is The Work A Work Made For Hire By A Non-Employee? Who Is The Author Or Other Copyright Claimants? Does The Transferor Own The Rights Being Conveyed? What Copyrights Are Being Conveyed? What Copyrights Are Being Reserved? FORM 5A: Assignment Of Rights FORM 5B: License Agreement CHAPTER 6. LABOR AND EMPLOYMENT ISSUES Colorado Personnel Policies Employee Information Employee Records Wages And Overtime Colorado Employment Taxes And Regulatory Issues What Is Not Required Employment Relationship Employment Forms FORM 6A: Employment Contract And Information Sheet FORM 6B: Consulting Services/Independent Contractor Agreement FORM 6C: Confidentiality And Non-Compete Agreement FORM 6D: Sample Employee Handbook Table Of Contents FORM 6E: Reference Release FORM 6F: Release Agreement (Employee Under Age 40) FORM 6G: Release Agreement (40 Or Over) xiv

7 Table of Contents FORM 6H: Exit Checklist CHAPTER 7. OVERVIEW OF MERGERS AND ACQUISITIONS Introduction Due Diligence Nondisclosure Agreement Letter Of Intent Taxes Regulatory Considerations State And Local Laws And Ordinances Federal Antitrust Laws Federal Securities Laws The Definitive Agreement Asset Purchase Agreement Stock Purchase Agreement Merger Agreement General Considerations Closing The Deal Client Implementation And Post-Closing Deliveries FORM 7A: Non-Disclosure Agreement Unilateral FORM 7B: Non-Disclosure Agreement Reciprocal FORM 7C: Letter Of Intent Asset Purchase FORM 7D: Letter Of Intent Stock Purchase FORM 7E: Acquisition Checklist FORM 7F: Due Diligence Document Request List FORM 7G: Due Diligence Checklist FORM 7H: Asset Purchase Agreement FORM 7I: Stock Purchase Agreement FORM 7J: Agreement And Plan Of Merger FORM 7K: Board Consent FORM 7L: Shareholder Notice FORM 7M: Closing Checklist Purchase Of Stock CHAPTER 8. OVERVIEW OF OPINION LETTERS Contents Of An Opinion Letter xv

8 Business Contracts 8.2 Due Diligence Generally Types Of Opinions And More Specific Diligence Requirements Duly Incorporated Due Organization Validly Existing Good Standing Duly Qualified Power And Authority Validly Issued Fully Paid Nonassessable Corporate Action Legal, Valid, Binding And Enforceable No Conflict, Breach, Or Default Absence Of Litigation Security Interests Bankruptcy Attorney Liability For Reliance By A Third Party On A Legal Opinion Letter FORM 8A: Stock Purchase Transaction Opinion Letter FORM 8B: Opinion Of Borrower s Counsel FORM 8C: Form Opinion Letter To Lender s Counsel CHAPTER 9. SPONSORSHIP AGREEMENTS: EVENTS, PERSONAL ENDORSEMENTS AND CONTESTS What Are Event Sponsorship Agreements? Essential Elements Of Event Sponsorship Agreements Personal Endorsement Agreements And Conduct Concerns Conducting Promotional Prize Giveaways, Contests Or Sweepstakes Sample Morals Clauses FORM 9A: Event Sponsorship Agreement INDEX xvi

Referral Network, LLC (RNI) Referral Independent Contractor Agreement

Referral Network, LLC (RNI) Referral Independent Contractor Agreement The parties to this agreement are REFERRAL ASSOCIATE & REFERRAL NETWORK, LLC Please print, sign and return to the office I. INTRODUCTION