Other Business Contracts
Over the life of your business, you will likely have to deal with a variety of other business contracts. Here are some of the most common business contracts that we help clients develop or review before signing.
If you provide services to clients, then you should have a standard service agreement that outlines your terms: what services you’ll be providing and when, for how much, when you expect to be paid, who owns the final work product, and addressing any confidentiality concerns. Your service agreement is a business contract that is meant to protect your business from misunderstandings and disagreements with your clients, especially when it comes to scope of work, payment terms, and the ownership of any intellectual property.
Instead of relying on bad contracts, one-sided agreements your client might try to force on you, generic online form documents, or, worst case scenario, simply operating on a handshake and hoping for the best, let our business attorneys prepare a customized service agreement that meets your specific business needs.
B2B Service Agreements: $1,850
Often, our B2C clients need much simpler contracts, typically no more than 2-3 pages, describing the terms and conditions associated with selling their products or services. But simple doesn't mean cookie cutter. We take the time to draft a customized agreement that truly spells out how you do business with your customers.
B2C Customer Agreements: $1,000
Waiver and Release/Limitation
For better or worse, we live in a litigious society. And sometimes you need to know that your business can provide services without worrying about small claims suits from disgruntled customers or clients. A waiver and release is an enforceable promise from your client or customer that they will not sue your business. Typically, a waiver and release identifies the risks associated with your product or service, and the client or customer agrees that they are aware of and willing to accept those risks. In exchange for receiving your products or services, they agree not to sue your business later.
While no contract is guaranteed to keep your business out of every lawsuit, a good contract certainly makes it much easier to defend you and your business. However, to be enforceable, waivers and releases generally must be clearly worded and unambiguous. Waiver language is typically printed in a prominent manner (as opposed to buried in small print) so that there’s no question later that your client or customer knew they were relinquishing their right to sue.
In some situations, a complete release from all liability might be construed as simply bad customer service. When a waiver and release is inappropriate for whatever reason, our business attorneys might recommend using a limitation of liability clause instead. As the name implies, instead of a complete release, a limitation of liability clause limits the situations (and sometimes even amounts) that your business can be liable for. For example, a service contract might limit the amount of damages that the business will pay to no more than the amount of fees received from the customer or client. Not only can these clauses limit the potential scope of liability, but as a practical matter, they can also discourage frivolous litigation over small claims by making them less financially attractive to pursue.
Our business attorneys can help you determine the best way to use your contract documents to protect your business.
Waiver & Release / Limitation of Liability: $500
In a joint venture, your business partners with another organization on a particular business endeavor. However, instead of merging the two business entities, each entity retains its separate identity while bringing its particular resources to the venture. For example, two game developers might agree to form a joint venture to develop a new game that neither has the resources to develop and market on their own.
In a joint venture, both business organizations are typically sharing assets, staff, intellectual property, expenses, and even the profits from their undertaking. While this can present an incredible opportunity for both parties, joint venture agreements must be carefully drafted to avoid misunderstandings and prevent later disputes.
Strategic Partnerships / Joint Venture Agreements: $2,800
Our business attorneys can help you determine the best way to protect your business’s financial interests in a variety of everyday business transactions.
Assignment Agreements: $900
In an assignment agreement, a debtor assigns its interests in a valuable (often cash-producing) asset to a creditor. The assignment may even be contingent upon the debtor defaulting on a loan or other payment obligation. For example, the bank holding the mortgage to your commercial property might require you to assign the rent you receive from that property to the bank.
Personal Guarantee: $275
When you sign a personal guarantee (sometimes spelled guaranty), you are agreeing to be responsible for the debt owed by your business. You are effectively waiving the “limited liability” that your business entity would typically provide to you as an owner of the business. Banks and commercial landlords almost always require a personal guarantee from small business owners before loaning money or leasing property to a small business. On the other hand, business owners who are selling their business and providing owner financing often require a personal guarantee from the individuals purchasing the business. If your business has a history of consistent revenues, along with a good track record of paying its bills on time, you can sometimes negotiate more friendly terms, i.e., a personal guarantee that expires after a year or two of on time payments or that requires the creditor to pursue the business first for repayment, even if you can’t get out of signing the personal guarantee entirely.
Promissory Note: $425
A promissory note is a promise to pay a certain sum of money, usually by a specified date. Obviously, if your business is loaning money to a debtor, you’ll want to have an enforceable promissory note to reduce the risk of the debtor failing to repay the loan.
Ohio is one of the few states to allow cognovit (or confessed judgment) notes. In this form of promissory note, the debtor is giving the creditor permission to go into court and “confess” on the debtor’s behalf if the debtor fails to repay the loan on time. With a cognovit note, the court can enter a judgment against the debtor without notifying the debtor that the creditor has filed a lawsuit and without giving the debtor an opportunity to defend the case.
Security Agreement: $400 (includes filing UCC Financing Statement)
Security agreements are often used in conjunction with promissory notes. In addition to the debtor’s promise to repay the loan (the promissory note), the debtor also agrees to give the creditor a security interest in certain assets (collateral). If the debtor fails to repay the debt, the creditor can seize and sell off the collateral.
When preparing a security agreement, attorneys typically also file a UCC Financing Statement, which puts the world on notice that the creditor has a security interest in (or a lien against) the collateral. Before the debtor can sell off those assets, they will need to get the lien removed by paying off the debt.
Unless your business is virtual or based out of your home, at some point, you will likely have to sign a commercial lease for space. Commercial lease agreements are typically longer and more complex than residential lease agreements, and the tenant’s rights are often limited to whatever was agreed upon in the lease agreement.
Our business attorneys have experience drafting leases for commercial landlords as well as helping commercial tenants understand and negotiate more favorable lease terms. We can also draft leases for equipment or other assets.
Draft Commercial Lease / Real Estate Purchase Agreement: $4,325
Includes unlimited edits, redlines, and negotiations.
Commercial Lease Review: $1,175
Includes 1 round of attorney edits/redlines. Additional edits, redlines, and negotiations billed hourly.
- Short Form Lease Review (less than 10 pages): $600
Equipment Lease: $1,200
Other Contract and Review Advice
Sometimes you just have questions or concerns about a contract that your business has been asked to sign. Signing a business contract without fully understanding the terms will almost certainly come back to hurt your small business. And “I didn’t know” or “I didn’t read it” isn’t a defense! Our experienced business attorneys can review the contract that you’ve been presented with, answer any questions you might have, point out red flags and areas of concern, and provide advice and guidance before you decide whether to move forward.
$400 (up to 5 pages)/$600 up to 10 pages. Longer, more complex agreements usually require our standard retainer and hourly billing.