USA contracts

This agreement is designed for use where two parties are involved in the purchase/sale of assets of a business.

This twenty-nine page agreement contains 20 clauses covering

• purchase and sale of assets
• purchase price
• assumption of liabilities
• closing
• labor and employment matters
• loss, destruction, condemnation or damage to assets
• taxes/fees, other expenses and prorations, etc.
• other agreements of the parties
• real estate
• representations and warranties of the seller
• representations and warranties of the buyer
• conditions to the obligation of the buyer to close
• conditions to the obligation of the seller to close
• operation of business prior to closing; cooperation
• indemnification by the seller
• indemnification by the buyer
• termination of agreement
• choice of law; dispute resolution
• the scope of the agreement; modification/waiver
• a miscellaneous clause detailing survival of representations and warranties, covenant of further assurances, force majeure, notices, governing language, headings, assignment, severability, counterparts and knowledge of the parties.

This form is comprehensive in scope and is of moderate complexity, and can be adapted for use both with smaller, less complex transactions and larger, more complex transactions.

It includes language relating to the transfer of real estate, which can be deleted if not needed. It is intended for use in any state in the United States.

A simple bill of sale to transfer ownership of personal property, designed for use when U.S. law applies. The document contains 5 clauses dealing with

• assignment and consideration
• limited warranty
• further assurances
• waiver of bulk sales laws
• choice of law

You need this document if you are looking to transfer ownership of your property, and want us law to apply to your transaction.

This club membership agreement is designed to provide terms and rules of membership of a sports club. It contains a customisable (“fill-in-the-blanks”) cover page and a comprehensive set of terms and conditions that can either be attached to the cover page or set forth on the reverse side of the membership form.

The Terms and Conditions cover

• use of/access to club
• use of facilities
• member’s health and physical condition
• training sessions
• fees
• cancellation of membership/termination of agreement
• personal property
• limitation of liability
• indemnity
• force majeure
• assignment
• waiver
• choice of law & dispute resolution

This form is intended for use in any state in the United States, and is for use when you want to set out comprehensive terms and rules of membership of a sports club.

This Commercial Lease is in American form and is designed for use in the United States. It is for use for the lease of office premises in a multi-tenant/multi-office building used for commercial purposes.

There are 33 main sections which cover

• definitions
• grant of lease
• finishing of premises
• term
• base rent
• contribution to operating costs
• security deposit
• use
• assignment and subletting by tenant
• maintenance
• alterations; signs; equipment; moving
• rights of landlord
• services and utilities
• waiver and indemnity
• insurance
• fire or other casualty
• condemnation
• security interest
• default
• landlord’s right to cure tenant default
• waiver
• subordination
• rules and regulations
• covenant of quiet enjoyment
• no representations by landlord
• notices
• estoppel certificates
• surrender; holding over
• energy conservation
• relocation
• brokers
• tenant’s taxes
• a general clause detailing governing law, severability, assignment, the scope of the agreement and succession

Also included is a form of a Memorandum of Lease, which can be recorded with the local County Recorder to provide legal notice of a Lease to third parties, without the need to file the entire Lease (e.g., where confidentiality of material financial terms is an issue).

These forms are intended for use within the United States.
 

This document is designed for use where one party wishes to request documents from another party, usually in connection with due diligence prior to consummation of a proposed transaction between the parties.

The checklist has 11 main categories covering

• corporate records
• shares and shareholders
• business
• financial
• property
• professional advisors
• employees/management
• litigation
• insurance
• regulations and filings
• a miscellaneous clause dealing with company subsidiaries, if any

This form is intended for use in any state in the United States.

A widely applicable employment contract for a corporation employing personnel in the United States with a comprehensive set of provisions.

This seven page contract contains 10 clauses covering

• employment
• compensation
• ownership of inventions
• confidential information
• noncompete covenant
• intellectual property
• term and termination
• choice of law
• dispute resolution
• scope of the agreement
• modification/waiver
• a general clause detailing force majeure, notices, governing language, headings, assignment, severability and counterparts

This contract can be used in any state in the United States.

You need this document if you are an employer wanting to hire an individual to work in your organization, and want a clear written record of your employee’s duties and responsibilities towards your company.

This contract template is a comprehensive Exclusive Distributor Agreement for use between a manufacturer and a corporation or individual who is appointed as exclusive distributor for the sale of Manufacturer’s products in a defined territory.

This fifteen page document contains 17 clauses covering

• appointment of distributor (with reference to territory and manufacturer’s reserved rights)
• general duties of the parties, with detailed clauses about both manufacturer and distributor
• terms and conditions of sale (including product orders, shipment, pricing, terms of payment, security for payment and retention of title)
• limited warranty (including terms of warranty, changes to warranty, exclusions from warranty, remedies for breach of warranty, exclusion of additional warranties and warranty survival)
• use of intellectual property (rights, infringement and survival)
• use of third parties
• record-keeping
• confidential information
• non-competition
• relationship of parties
• licences and compliance
• insurance
• indemnification
• term and termination
• dispute resolution
• a general clause detailing force majeure, notices, governing language, headings, assignment, severability and counterparts
• the scope of the agreement

The agreement is designed for use in particular when U.S. law applies but its terms can be applicable elsewhere.

You need this document if you are a manufacturer looking for a comprehensive contract to appoint a distributor in a defined territory.

This legal template is a comprehensive agreement for use between a manufacturer and a corporation or individual who is appointed as exclusive sales representative for the sale of a Manufacturer’s products in a defined territory.

This thirteen page contract contains 17 clauses covering

• appointment of representative
• general duties of the parties
• terms and conditions of solicitations of sales (including reservation of rights, notification to customers and returns)
• compensation
• use of intellectual property
• use of third parties
• recordkeeping
• confidential information (including breach and remedies)
• non-competition
• relationship of parties
• licences and compliance
• insurance
• indemnification
• term and termination
• dispute resolution
• a general clause detailing force majeure, notices, governing language, headings, assignment, severability and counterparts
• the scope of the agreement

This agreement is designed for use in any state of the USA and it can also be used in an international context.

You need this document if you are a manufacturer looking to appoint a sales representative to sell your products, and want to formalize the relationship between you and protect your interests.

This document is designed for use by a lawyer or law firm that is rendering a legal opinion to another person in connection with a transaction for a client.

The form contains clauses for the most commonly-requested legal opinions, such as due incorporation, power to enter into transaction, due execution and delivery of transaction documents, etc.

It also contains language providing for customary exclusions from the scope of the legal opinions.

This form is intended for use in any state in the United States.

A form of letter of intent, designed for use when U.S. law applies, this document is formatted as a letter from one party to the other and contains both binding and non-binding language.

It contains 10 main sections covering

• overview of proposed transaction
• negotiation of definitive agreements
• expenses
• confidentiality
• press releases
• timing
• exclusivity/standstill
• binding / non-binding nature of letter of intent
• earnest money
• governing law

The document is flexible enough to accommodate almost any type of transaction.

This agreement is designed for use where two parties, either corporations or individuals, are involved in a commercial relationship and one of them wants to protect his business from competition by the other for the duration of that relationship and for some time after it terminates.

This six page document contains 10 clauses covering

• definitions
• agreement not to compete
• non-solicitation and non-hire
• indirect competition or solicitation
• compensation for non-compete covenant
• intellectual property
• choice of law and dispute resolution
• survival
• a general clause detailing notices, governing language, headings, severability and counterparts
• the scope of the agreement and right to waiver

Prepared for use where U.S. law applies, it can be adapted for use in other jurisdictions.

This contract is useful for any company looking to protect their business interests from competition by a commercial partner.

This is a Confidentiality Agreement designed for use between two parties who are involved in discussions regarding a potential commercial relationship or who are involved in an existing commercial relationship, and who intend to exchange confidential information that they wish to protect against disclosure and/or unauthorized use.

This five page document contains 7 clauses covering

• definition of confidential information
• use / dissemination of confidential information
• intellectual property
• choice of law and dispute resolution
• obligations upon termination
• a general clause detailing notices, governing language, headings, severability and counterparts
• the scope of the agreement and right to waiver

This form is intended for use in any state in the United States, for a party to a current or potential commercial relationship who wants to protect against unauthorized use of information.

This agreement is designed for use where two parties are involved in the exclusive licensing of patents and related technology.

This nine page document has 9 main clauses covering

• definitions
• grant and terms of license
• royalties and reports
• intellectual property
• representations and warranties; indemnification
• termination
• choice of law; dispute resolution
• scope of the agreement; modification/waiver
• a general clause detailing force majeure, notices, governing language, headings, assignment, severability and counterparts

This agreement is for use in any state in the United States.

You need this document if you are a licensee or licensor involved in the exclusive licensing of patents.

A simple Promissory Note evidencing a promise or other obligation to pay a sum of money, designed for use when U.S. law applies.

The document contains 7 main sections covering

• promise to pay
• interest
• repayment of principal and interest
• right to prepay
• event of default
• choice of law; dispute resolution
• a general clause detailing waivers, usury laws, and security (as applicable)

You need this document if you want a written record of a promise to pay a sum of money.

This Services Agreement is designed for use where a company wishes to obtain services from another company or individual.

This ten page document contains 14 clauses covering

• services
• compensation
• ownership of inventions
• confidential information
• non-compete covenant
• intellectual property
• relationship of parties
• licences and compliance with laws
• insurance
• indemnification
• term and termination
• choice of law and dispute resolution
• a general clause detailing notices, governing language, headings, severability and counterparts
• the scope of the agreement and right to waiver

This form is intended for use in any state in the United States, for use by a company wanting to obtain services from another company or individual.
 

This agreement is designed for use where two parties are involved in the purchase and sale of shares of a corporation.

This twenty-two page contract has 15 clauses covering

• purchase and sale of shares
• purchase price
• closing
• taxes and expenses
• representations and warranties of the seller
• representations and warranties of the buyer
• covenants of the parties; cooperation
• conditions to the obligation of the buyer to close
• conditions to the obligation of the seller to close
• indemnification by the seller
• indemnification by the buyer
• termination of agreement
• choice of law; dispute resolution
• scope of the agreement; modification/waiver
• a general clause detailing survival of representations and warranties, covenant of further assurances, force majeure, notices, governing language, headings, assignment, severability, counterparts and knowledge of the parties

This form is comprehensive in scope and is of moderate complexity, and can be adapted for use both with smaller, less complex transactions and larger, more complex transactions for a company sale or corporate acquisition.

This agreement is intended for use in any state in the United States.

You need this document if you are a party involved in the sale or purchase of shares in an American company.

Standard terms and conditions of sale which favour the Seller, suitable for shrinking and attaching to the reverse side of a Seller’s sale order, invoice or confirmation.

The document contains 14 clauses dealing with

• agreement
• pricing
• delivery, risk of loss and title
• payment
• warranties
• inspection, acceptance
• confidentiality
• termination or modification for convenience
• termination for cause
• indemnification
• force majeure
• waiver
• severability
• choice of law and dispute resolution

The document also describes the items that should be addressed on the sale order, invoice or confirmation.

The form is designed for use when U.S. law applies, but contains language suitable for cross-border sales.

Standard terms and conditions of sale which favour the Buyer, suitable for shrinking and attaching to the reverse side of a Buyer’s purchase order.

This six page document contains 20 clauses covering

• agreement
• when binding
• pricing
• delivery, title and risk of loss
• payment
• warranties
• non-conforming goods
• inspection and acceptance
• confidentiality
• services on buyer’s property
• termination or modification for convenience
• termination for cause
• remedies
• indemnification
• recall
• assignment
• logistical issues
• waiver
• severability
• choice of law and dispute resolution

The form is designed for use when U.S. law applies, but contains language suitable for cross-border sales.

The document comes with 5 pages of explanatory notes which can be viewed on our website.

This document is designed for use by parties to an existing contract that wish to terminate the contract and release each other from the contract.

In eight clauses the form covers

• termination of original agreement
• full settlement
• release of original agreement and claims
• execution of additional documents
• representations and warranties
• choice of law and dispute resolution
• the scope of the agreement
• modification/waiver
• a general clause detailing notices, governing language, use of headings, severability and counterparts

This form is intended for use in any state in the United States, and makes provision for Section 1542 of the California Civil Code.

You need this document if you are party to a US contract, and want to terminate the contract and release the other party from his contractual obligations.

This article gives you some tips on doing business in the United States if you are new to the country. It is written by Derek Devgun, a United States lawyer.