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More and more businesses are finding they have problems which result from the failure, in the technology arena, to have a complete and well documented "meeting of the minds" on transactions involving purchase and sale of computer hardware and software, consulting, programming, services and maintenance contracts, financing, protection of trade secrets and intellectual property rights, development of Web sites and applications, independent contractor and non-disclosure or non-competition agreements. Technology is and will always remain a moving wave. Some of us are trying to ride the edge of the wave and some of us will be swallowed up by it.
Most of us who operate a small to mid-sized business really need a chief information officer (CIO) who can monitor our day to day needs, assist in spotting emerging technology which can help or hurt our business and to plan and assist in the integration of new technology to replace obsolescent systems now in place. Unfortunately, small and mid-sized businesses can seldom seem to justify the cost of such an individual, although the cost of lack of access to such expertise may be greater later. Often this CIO role is delegated to someone pressed into service involuntarily who is either totally or partially under qualified for this responsibility.
Additionally, we are finding that many businesses are still trying to transact business in the age of technology as if we were still in the age of the "handshake" with the local vendor or customer. These days, business is moving toward electronic commerce and Internet sites where you may be submitting your company to foreign jurisdiction and substantive laws. E-commerce may result in you never meeting your contractual counterpart on a face to face basis. You may find that signed contracts do not exist for major transactions and that a fax or electronic "signature" is the legal replacement for this critical part of the transaction. Some contracts are now even being offered and accepted by software "robots" which search out vendors, on the one hand, and customers, on the other, and complete the "execution" of the deal electronically without the intervention of humans.
All of this can make legal review and proper drafting of your agreements and transactions even more critical than they may have been previously. The staggering cost of litigation, mediation or arbitration of commercial disputes involving technology, which may ever increasingly turn out to have extraterritorial consequences and the need for expensive experts witnesses in the technology arena, can be devastating to a small or mid-sized business.
We can assist you in documenting critical stages of your relationship with your vendors, customers, in house and contract personnel and others. We can also assist in defining, negotiating, documenting and closing transactions related to innovative products, services and concepts. Additionally, we can assist in trade secret and noncompete-nondisclosure issues. In setting up a business on the Internet, developing software, computer hardware or consulting in these areas, the warranties and terms of the agreement can be critical. We can assist in developing your contractual legal rights, remedies and defenses to minimize legal, administrative and collection costs later.
Social Media Issues
The advent of the social media era is rapidly transforming many segments of our society, not the least of which are those related to business marketing and day-to-day operations, reputation management, and a host of others.
Please see our separate social media forensics area at this site
Some of the typical business technology documentation and assistance we provide:
Equipment Acquisition and Financing
Checklist for Hardware Purchase Agreement
Letter of Intent
User Oriented Turnkey Hardware Purchase Agreement
Hardware Purchase Agreement with an Independent Sales Organization
Hardware Purchase Agreement with a Manufacturer
Equipment Lease Agreement with an Independent Sales Organization
Third Party Master Lease Agreement
Finance Master Lease Agreement
Turnkey Hardware and Software Agreement
Agreement for System Procurement and Integration
Computer System Acquisition Agreement For Health Care Services
Network Services Agreement
System Procurement and Integration Agreement
Hardware Maintenance
Equipment Maintenance Agreement with a Manufacturer
Equipment Maintenance Agreement with an Independent Sales Organization
Equipment Maintenance Agreement with a Systems Integrator
Telecommunications Service Agreement
Trade Secret Protection of Software
Employment and Confidentiality Agreement
Consulting Agreement for Independent Consultant with Noncompetition Clause
Employment, Nondisclosure and Noncompetition Agreement
Customer Confidentiality Agreement
Employee Nondisclosure Agreement
Consultant Nondisclosure Agreement
Confidential Information Exchange Agreement
Consulting Agreement with Sharing of Software Revenues
Termination Statement
Key Employment Agreement
Third Party Consultant Nondisclosure Agreement
Employee Confidentiality and Noncompetition Agreement
Employee Confidentiality Agreement
Third Party Source Code Nondisclosure Agreement
Software Licensing
Checklist for Software License Agreement
Vendor Oriented Software License Agreement
Vendor Oriented Software License Agreement with Trial Period Option
End User Software License Agreement
User Oriented Software License Agreement
Microcomputer Software License Agreement
User Oriented Source Code Escrow Agreement
Vendor Oriented Source Code Escrow Agreement
Interim License Agreement
Software License Agreement with User Developed Functional Specifications
Revenue Sharing Agreement
Software Sales Agreement
Trial Software License
Shrink Wrap End User License Agreement
Software License Agreement With Multi Branch Option
Distributor Agreement
Checklist for Intellectual Property Audit
Licensee Oriented Software License Agreement
Licensor Oriented Software License Agreement
Software License and Distribution Agreement
Online Subscription Agreement
Software Distribution Agreement
Agency Licensing Agreement
Software Development Agreement
Checklist for Software Development Contract
User Oriented Software Development and License Agreement
Vendor Oriented Software Development and License Agreement
Customer Oriented Standard Agreement for Consulting Services
Independent Consultant Programming Services General Agreement (User Oriented)
User Oriented Consulting Agreement
Software and Equipment Development Agreement
Joint Marketing and Development Agreement
Software Development Agreement
Trial License Agreement
User Oriented Web Site Development Agreement
Beta Test Agreement in Confidence
Software Maintenance Agreement
Software Maintenance Agreement
Software Maintenance Agreement (Alternate)
User Oriented Software and Equipment Maintenance Services Agreement
Service Bureaus
Service Bureau Agreement
Service Bureau Distribution System Agreement
Emergency Backup Service Agreement
Distributorship and Marketing Agreement
Secrecy Letter Agreement
Outsourcing Agreement
Processing and Services Outsourcing Agreement
Data Processing Outsourcing Agreement
Checklist for Outsourcing Agreements
Service Bureau Agreement __ Alternative Format
Comprehensive Outsourcing Agreement
Resellers
Manufacturer/Reseller Agreement
Value-Added Reseller Distribution Agreement
International Value Added Reseller Agreement
Value Added Reseller Agreement
Value Added Reseller Support Agreement
PC Software Distribution Agreement
Sales Representative Agreement
Software Publishers and Work for Hire
Author/Publisher Nondisclosure Agreement
Author Oriented Software Royalty and License Agreement
Publisher Oriented Software Royalty and License Agreement
Sales Representative Agreement
Distributor Agreement
Product Sales Agreement
Dealer Agreement
Software Distribution Agreement
Database Distribution and Licensing Agreement
Software Code Escrow Agreements
Two Party Escrow Agreement between Producer (Licensor) and Escrow Agent for Benefit of End Users (Licensees)
Three Party Escrow Agreement between Producer (Licensor), End User (Licensee) and Escrow Agent
Litigation of Computer Actions
In addition to services related to the computer industry, we provide a number of services at all stages of the business cycle, from business plan development to forming the business entity, such as "S" or "C" corporation, limited liability company or partnership, We also provide documentation and negotiation services related to expansion and leveraging of the business, relations with customers and vendors, employment and independent contractor issues, selling off the business, and business litigation. Examples of business litigation we handle include, but are not necessarily limited to:
Breach or enforcement of contract
Fraud, misrepresentation, nondisclosure and concealment
Breach or enforcement of a noncompetition, nondisclosure or noninterference agreement
Misappropriation of Trade Secret litigation
Infringement
Unfair competition
Commercial defamation and disparagement
Interference with contractual relations
Breach or enforcement of warranty
Breach or enforcement of royalty or license agreement
Dissolution of business entity
Breach or enforcement of franchise agreement
Distributorship disputes
Shareholder squeeze-outs
Breach of fiduciary duty
Employment torts
Lender liability
Civil RICO
PRE-INCORPORATION
Entrepreneurial self analysis quiz
Business Plan
Pre-incorporation Checklist
Co-founder noncompetition and nondisclosure agreement
Consent to Serve as Registered Agent
Subscription Agreement
Founder Agreement with Subscribing Investors
CORPORATE FORMATION & GOVERNANCE
Articles of Incorporation
Consent of Incorporators
Consent in Lieu of Organizational Meeting
Minutes of Organizational Meeting
Bylaws
Share Legends
Attorney Letter re: Incorporation
Share Purchase & Security Agreement
Stock Escrow Agreement
Shareholder Voting Agreement
S Corporation Preservation Agreement
Revocation of S Corporation Election
Shareholder Consent S Election Revocation
Consent of Shareholders
Gift of Stock to Spouse
Gift of Stock to Minor Child
Rule 4 (1-1/2) Letter
Termination of Share Purchase Agreement
Shareholder Re-Purchase Agreement
Instructions to Escrow Agent
PERIODIC CORPORATE ISSUES
Notice of Special Director Meeting
Waiver of Notice Director Meeting
Notice of Shareholder Meeting
Waiver of Notice of a Shareholder Meeting
Officer's Certificate of Mailing
General Proxy
Irrevocable Proxy
Revocation of Proxy
Sample Director Resolutions
Dissent of Director
Stock Power
Lost Certificate Indemnity Agreement
Resignation of Director
Resignation of Officer
Articles of Amendment
Articles of Restatement
Resignation of Registered Agent
LIMITED LIABILITY COMPANY (or LLP) FORMATION & GOVERNANCE
Articles of Organization
Articles of Organization of Professional LLC
Articles of Organization by Conversion from a General Partnership
Articles of Organization by Conversion from a Limited Partnership
Articles of Merger of Corporation into LLC
Plan of Merger of Corporation into LLC
Restated Articles of Organization
Amended Articles of Organization
Articles of Correction
Consent of Registered Agent
Operating Agreement - Member Governed
Operating Agreement - Manager Governed
Resolution of LLC Authorizing Borrowing
Articles of Dissolution
Notice to Creditors Regarding LLC Dissolution
Registered Limited Liability Partnership
Registered Limited Liability Partnership Agreement
Amendment to General Partnership Agreement to Convert to RLLP
EMPLOYMENT & CONSULTING
Employment Agreement (General)
Employment Agreement (CEO)
Consulting Agreement
Consulting & Licensing Agreement
Consulting Agreement
Employee Share Purchase Agreement
IRC § 83(b) Election
Key Employees' Incentive Share Option Plan
Incentive Stock Option Agreement
Director Non-qualified Option Plan
FINANCING
Revolving Loan Agreement
Shareholder Financing Agreement
Demand Note
Amortized Note
Balloon Payment Note
Limited Recourse Note
Security Agreement
SALE OF BUSINESS (STOCK)
Letter of Intent
Stock Purchase Agreement
Non-competition Agreement
Stock Pledge Agreement
Opinion Letter
Resignation of Officers & Directors
Indemnity Agreement
Sample Resolutions
Exclusive Dealings & Confidentiality Agreement
SALE OF BUSINESS (ASSETS)
Letter of Intent
Sale of Asset Agreement
Unconditional Guarantee
Bill of Sale
Notice of Bulk Transfer
Certificate of Officer
Assumption of Liabilities
Assumption of Lease
Intellectual Property Assumption
Non-competition Agreement
Consent to Lease Assignment
Waiver of Landlord's Lien
Assignment of Accounts Receivable
Opinion Letter
Director Resolutions
NEW CAPITAL INFUSIONS
Letter of Intent
Investor Rights Agreement
Stock Lock-up Letter
Preferred Stock Purchase Agreement
Option to Purchase Shares
Warrant to Purchase Shares
Convertible, Subordinated, Callable Debenture
SECURITIES COMPLIANCE
Client Questionnaire
Uniform Application to Register Securities
Uniform Consent to Service of Process
Uniform Form of Corporate Resolution
Prospective Purchaser Questionnaire
Purchaser Representative Questionnaire
Accredited Investor Questionnaire
Subscription Agreement
Consent of Accountants
Securities Proceeds Escrow Agreement
INTELLECTUAL PROPERTY
Trademark/Service Mark Application
Assignment of Registered Trademark or Service Mark
Assignment of Trademark Application
Assignment of Copyright
Cease & Desist Letter
Assignment of Patent
Patent Owner Agreement
License Agreement
Submitted Idea Agreement
Software Royalty Agreement
Work for Hire Agreement
Photography Model Agreement
Confidentiality Agreement
MERGER & DISSOLUTION
Director Resolutions Recommending Dissolution
Shareholder Resolutions Approving Dissolution
Articles of Dissolution [Incorporator]
Articles of Dissolution [Directors & Shareholders]
Articles of Merger
Dissenter's Notice to Demand Payment
Corporation's Dissenter's Notice
In addition, please feel free to contact us by phone (502.509.4115) or e-mail us at
biz-law@juristechnology.com if questions arise regarding day-to-day legal issues related to the operation of your business. Often a few words of counsel can prevent a major costly legal problem later. Please visit other areas of our web site for articles we have written on business legal issues and solutions and for helpful links for government agencies, entrepreneurial resources and other favorite sites which might also be of help to you. We appreciate the opportunity to be of service to you and look forward to working with you in the future.
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