Just when you thought Realdealdocs.com has reached its limit, we’ve expanded our wings by adding over 500,000 filings. In our world, the sky is the limit and anything is possible. Filed with EDGAR at the Securities and Exchange Commission are public company SEC filings. Contained with these filings are exhibits that include millions of legal agreements and clauses.

Merger and acquisition agreements, employment contracts and benefit plans…you name it, we’ve got it and everything has been drafted by top law firms. We, at RealDealDocs, have organized these legal documents into easily searchable categories for professionals like you who want to save both time and money.

Below is the list of all SEC Filings and Exhibits for your perusal.

SEC Forms:

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SEC Filing Exhibits:

Popularity: 8% [?]

In the rapidly developing open-source world of the Internet, it is currently in vogue for company’s to forge partnerships whereby one company, a software developer, contributes software code to another company’s platform. This code is often in the form of an “add-on application” that allows users to install applications on top of their originally purchased software. For instance, on Apple’s new iPhone, a user can choose from hundreds of available applications to install on the phone, such as customized versions of video games, music programs, or trivia. Once installed, these applications run as if they were part of the phone’s software, but in fact, they were designed by outside software companies. From a legal standpoint, in order for these companies to become integrated with the Apple service, they had to first sign a “Contribution Agreement” with Apple.

The same can be said for software contributors to the well-known Facebook platform, which has become the main peer-to-peer networking site on the web, boasting a membership of more than 70 million users. Just like with the iPhone, a Facebook user is able to install and “add-on” countless applications, such as Word Twist, Poker, Movie Trivia, and other applications that can be used to play games or connect with friends. Here again contributors must execute Contribution Agreements. This article will look closely at the provisions commonly found in software Contribution Agreements, hopefully providing a blueprint for transactional attorneys to use when representing software developers or platform operators and for reference when drafting agreements for their clients on either side of the transaction.

The most important decision for the platform-operating client to make is whether or not they will require contributors to assign the intellectual property rights in their contribution to the platform operator. This is a very dangerous thing, obviously, as the program undoubtedly took hard work to create and may be extremely valuable. Naturally, the extent to which the contributor must assign or license the IP rights to the software code depends on the leverage of the two parties.

In the case of Facebook, Facebook requires that contributors assign the IP rights to Facebook, but with the provision that Facebook automatically licenses back the IP rights to the developer to use in any way the developer wants. In other situations, such as Contribution Agreements with Sun Microsystems, the contribution agreement effectuates an assignment of joint ownership of the software code to Sun, the platform operaton. In case the assignment is or becomes invalid, the contributors grant to Sun a perpetual, irrevocable, non-exclusive license. Similarly, in the Facebook contribution agreement, if any rights to the contribution cannot be assigned, the developer grants an exclusive, irrevocable, perpetual, worldwide and royalty-free license to use the software. The contributor to Facebook must also waive any rights to sue Facebook in terms of the use of the software.

Once the platform operator and software developer have agreed on the transfer, assignment, or license of intellectual property rights, the rest of the agreement pretty much falls into place. The platform operator may want the contributor to agree to take all further, reasonable actions as may be requested of them, to perfect the assignment of the contribution, including but not limited to executing any necessary documents. It is also typical to include a Warranties and Representations provision, whereby the contributor must promise that it is legally entitled to grant the above assignment, that it is the contributor’s original work, and that the contribution is free of any viruses or software disabling devices.

These are the key aspects of an Open-Source Software Contribution Agreement. Clearly, the handling of the intellectual property rights of the contributor to the contribution is the most important task for the drafter to address.

Popularity: 13% [?]

In the world of film, art, and music, most artists of significant clout or talent are represented by agents who are charged with the responsibility of trying to find work for the artist. For the new actor, musician, writer or director, an agency agreement can be an intimidating document. This article will try to shed some light on the most important provisions of an agency agreement and what the new artist should look out for before signing one.

1. The scope of the representation.

An artist must first decide how broad they want their agent’s representation to be. Does the artist want their agent to represent them just in one area such as filmed entertainment? Or do they want an agent who will shop them around in all sorts of circles, looking for deals in the worlds of television, commercials, theater, and music? Some agents have a specialty and only operate in that medium, but some agents, if given the opportunity, would like to represent an artist across the board. The artist must decide if she wants to have different agents for each medium or one agent across the board.

In addition, the artist must decide if she wants her agent to represent her in respect to one or more of her existing works, or in respect to all of her existing and/or future works. A writer, for instance, may want to hire an agent to represent her in respect to just one completed script, or in respect to all future scripts she may produce. And what about geographic scope? An artist with international appeal must decide whether their agent will be representing them all over the world, or just in a specific country or region.

Overall, it is important for the artist to determine the scope of the agent’s representation and to have her lawyer draft these respective provisions accordingly. Generally, the agent will be given exclusive rights to representation in one or more certain artistic mediums (film, TV, music), and one or more geographical regions, and the agreement should define clearly what artistic mediums and what geographical regions the representation covers.

2.Term of the Agreement.

The next important provision addresses the issue of how long the agreement is to remain in effect and whether and when it is terminable by either party. Agents tend to ask for at least a three-year exclusive agreement, sometimes longer. However, a savvy artist’s attorney should try to include a termination provision whereby the agreement is terminable by the artist after a certain amount of time, maybe six months or a year, if the agent fails to meet certain parameters. The key here for the artist is to include a termination agreement so they have an opportunity to take back the rights to exclusive representation if the agent is unsuccessful in his efforts to secure a deal.

3.Commission.

The agent receives compensation by taking a percentage of all employment deals he secures on behalf of the artist. The agent’s rate of commission is generally set by standards in the particular industry, generally 10-15% in film and television, and a bit less in music. A new artist with little leverage will have a very hard time negotiating down this commission, but rather will want to make sure that their agent’s commission is in line with industry standards, and not unjustifiably higher. The artist should also note that if the scope of the representation agreed on is broader than that which the agent usually services, the agent may charge a higher percentage for those areas outside his specialty.

4.Key Person Clause.

Finally, if an artist signs an representation agreement with a particular agency, she may want to include a “key person” clause. Usually an artist will be working closely with a particular agent at that agency. Like many “players” in Hollywood, agents tend to move around a fair amount and often switch agencies. Thus, the artist may want to reserve the right to terminate the agreement if the “key person” originally involved with the representation leaves the agency.

These are some of the most important provisions of agency agreements that an artist or artist’s attorney should pay particular attention to when reviewing an agency agreement.

Popularity: 7% [?]

Let’s say you want to open a store as part of a larger franchise. That franchise is going to require you to sign a franchise agreement. This will be a long document with many complex terms that you may not understand. The question you want to know is: Do I have to accept the terms proposed by the franchisor or are they negotiable? The answer depends on the leverage you have as a franchisee and the specific provisions you wish to negotiate. For instance, provisions relating to the trademarks or other intellectual property are probably not negotiable, as the franchisor must protect its intellectual property in a specific way. However, provisions relating to geography and right to renew may be negotiable.

For instance, let’s say you are opening a Subway restaurant on a block in West Los Angeles. You may want Subway to promise that you will have the only Subway in West Los Angeles, and that they will not open another one in the neighborhood. Well this demand is unlikely to be met because that is too much to ask. However, you may be able to carve out a radius of 4 or 5 blocks around your store as your exclusive area, and make Subway agree that they will not franchise a restaurant in that area. Or in the alternative, you may be given the “right of first refusal” on any proposed new franchise in your exclusive area. Likewise, the right to renew may be negotiable, whereby the franchisor, such as Subway, agrees to grant you automatic renewal so long as you meet certain conditions such as remaining profitable, operating a clean restaurant in accordance with local health and safety codes, and otherwise staying within the parameters of the agreement.

In sum, certain provisions of a franchise agreement may be negotiable, and some are not. If possible, it is best to contact an experienced business lawyer to aid you in your negotiations.

Popularity: 4% [?]

A supplier agreement is an agreement between a supplier and another party. Generally, the other party is a business or company. A supplier may refer to a manufacturer, processor, packager, distributer, wholesaler, dealership, or merchant. The agreement is a consensus between the two parties regarding the rights and obligations surrounding the supplier’s business relationship with the other party.

Generally, the supplier agreement will cover a number of issues. First, the terms and conditions of the agreement will be spelled out. The effective date and term of the agreement will be specified. The specific products or services provided will be stated. Any issues of liability will be addressed. The terms and rates of payments will be discussed, as well as arbitration details. Any conditions under which the agreement will be terminated will also be laid out in the agreement. Any warranties and/or disclaimers will also be included.

Confidentiality and non-disclosure may be addressed as well. There will probably be a limitation of liability in the supplier agreement as well as indemnification. Supplier agreements are used for a wide range of products and materials from scientific research to manufacturing companies. Supplier agreements cover the terms for providing signs, medical equipment, tires, and vehicles. They are used to cover words and articles as well as materials and labor. Suppliers may be providing a supply of goods or services, advice or information, real property, financial supplies, or actions.

The other party may be an individual, an association, an organization, a company, a corporation, a partnership, or a firm. The supplier agreement is necessary to ensure that there are guidelines to provide a regular supply of the materials, goods, or services as needed. Supplier agreements can protect both the supplier and the party receiving the supplies. Many companies have begun to create supplier agreements that cover longer periods of time.

This can benefit both sides, as the supplier is guaranteed to have a market for whatever they are providing, while the party receiving the product is able to maintain set terms - and generally save money. If you have a good working relationship with a particular supplier, you may want to look into creating a long-term supplier agreement. As with any legal document, it makes sense to have a lawyer either draft the agreement or at least look it over.

If you choose to write your supplier agreement yourself, then the easiest thing to do is download a premade supplier agreement form from a legal document company. You then need to simply fill in the pertinent details and have both parties sign and date the agreement. A supplier agreement template should provide you with a document that is easy to use and simple to understand.

It will help you to easily define the terms and conditions to be included. These prepared forms can save you time and effort. Using a form for your supplier agreement should allow you to create a supply agreement more quickly while ensuring that you cover all of the necessary terms and conditions. To see a sample supplier agreement click here.

Popularity: 14% [?]

A severance agreement, also called a termination or separation agreement is a written contract between a company and a terminated employee in which the employee is paid for relinquishing certain rights. The employees in question are almost always top executives.Those executives who receive severance agreements are most often:

1. Executives who are caught up in a round of layoffs; or

2. Executives who pose a potential liability to the company.

The crux of the agreement is the executive’s promise to drop his legal claims against the company in exchange for remuneration. A claim that the executive might have against the company would most likely be:

1. For wrongful termination;

2. For discrimination; or

3. For disputed wages or benefits.

No law obligates companies to offer severance pay. But if a severance agreement is used, it must allow the executive time to consider it and to revoke his acceptance. If an executive counteroffers the company’s agreement, he is effectively rejecting the company’s offer and risks losing it. Importantly, the severance agreement must offer the executive something additional for his decision to waive his rights, beyond what the executive is already owed.

There are a few basic elements to the severance agreement:

· Compensation (base pay, bonuses, stock options, even health benefits);

· Restrictive covenants (agreements not to bring claims against the company);

·Other agreements (company will provide letters of recommendation, help the executive get another job);

· Confidentiality and non-compete clauses (may not be overly broad so as to prevent an executive from working); and

· Boilerplate provisions.

Popularity: 9% [?]

A severance agreement is a formal written agreement between a company and one of its executives to compensate the executive for relinquishing certain of his rights in the event that his employment is terminated by the company.

Two common scenarios in which the severance agreement is present are 1) when a company lays off a number of employees, including the executive, and 2) when a company desires to let go of a liability in the person of a specific executive. In these cases, the company will entice the executive, prior to his termination, to sign a severance agreement in exchange for giving up certain of his rights. Primarily, these rights are claims that the executive might bring against the company for disputed wages, discrimination, or wrongful termination.

Severance agreements are not compulsory. But they are a form of goodwill, for the terminated executive can be mollified and the remaining executives can be comforted through their use. No law obligates a company to provide severance agreements. However, if a company uses them, the company and the agreement must conform to certain legal strictures. For one, the agreement must be in writing. For another, the company must allow the executive a reasonable period of time to consider the agreement and to consult a lawyer. Additionally, the executive is afforded a statutory period of time in which he may revoke his acceptance of the agreement.

Importantly, despite the fact that the severance agreement has been labeled a legal bribe, the existence of severance agreements does not give companies carte blanche to intimidate their executives. That is, a severance agreement must offer the executive an additional incentive to what he is already due. The company may neither offer to pay the executive what he has already earned (salary, bonuses, benefits), nor threaten to withhold the same. The severance agreement is meant to be an additional carrot.

It may happen that a company will have a de facto severance agreement, whereby executives are compensated in the event of termination, but no written company guidelines exist to govern the process. This can be tricky for both sides, but if the executive can establish company patterns that support a de facto severance system then he will likely prevail.

An executive may reject the agreement and perhaps should if he believes he has a legitimate grievance against the company that may entitle him to greater compensation than what the severance agreement offers. Alternatively, he may also counter the company’s offer with a more favorable one. There is, however, a caveat. The executive’s counteroffer is effectively a rejection of the company’s offer, and the company is not obliged to maintain its offer after the executive has put forward a counteroffer. That most companies do just this in the normal course of business should not overshadow the fact that a counteroffer could theoretically leave the executive empty handed after his termination.

Severance agreements consist of compensation elements (base pay for a year or several; bonuses; stock options; health benefits perhaps); restrictive covenants (declarations not to bring claims against the company; turning over of proprietary company material); and other agreements (the company’s agreement to provide letters of recommendation or to help finding the executive another job). Many agreements also contain confidentiality and non-compete clauses that limit the executive’s ability to hurt the company after his termination. These clauses must protect the company’s legitimate business interests without impinging on the executive’s ability to work. It happens, of course, that companies overzealously protect themselves and try to hold their executives to unreasonable confidentiality and non-compete clauses.

Popularity: 5% [?]

A merger agreement, also known as an agreement and plan of merger, is the instrument used by companies to control the act of two or more companies combining into a single larger entity. A plan of merger differentiates mergers from other types of acquisitions by outlining the plans for merging the two companies’ resources, operations, or technology. Often times in mere acquisitions, contrast to mergers, acquirers buy companies with no intention of merging resources with the target.

The predicate act of a merger agreement is the merger, which companies do for a number of reasons. Among the more customary are to create efficiencies and economies of scale; to add to the bottom line; to diversify a portfolio or cross-sell; and even for tax purposes. Equal to the number of reasons are the ways in which companies merge: horizontally, vertically, and even across industries. To illustrate, Ford could merge with GM (horizontally, grabbing a bigger market share); or Ford could merge with US Steel (vertically, enjoying efficiencies up and down the production line); or Ford could merge with Pepsi (conglomerate, to increase profits generally).

Merger agreements are composed of several key articles: the merger; representations and warranties of both parties; conduct of the parties prior to the merger; additional agreements; conditions to the merger; a termination clause; and finally, general (boilerplate) provisions. The article defining the merger details the workings of the deal, including whether one company will swallow up the second, or both will be subsumed within a third; how the new company will be governed and by whom; the disposition of the companies’ stock; and how the deal will be consummated-by cash or a stock swap, or perhaps both.

Both companies represent that they have the power and authority to complete the merger; that they are free of undue legal and (in most cases) financial liabilities; and that the relevant parties have agreed to the merger, for the deal requires the majority approval of the target company’s board of directors and shareholders (not to mention those of the acquiring company).

The article governing the parties’ pre-merger conduct is important because mergers are inherently unstable events; one party may thus require the other to conform to certain confidentiality or “no shop” provisions (to remain quiet and not entice other buyers) to secure the deal.

Additional agreements cover such details as indemnification, taxes, insurance, and any governmental or regulatory filings that are required for the merger. Many mergers such as those between airlines, for example, require the approval of one or even several governments. Antitrust bodies in the US and Europe can and have blocked mergers that, in their mind, inhibit competition in the market. Additional agreements also discuss the merger sub, which is an entity unique to the merger and which facilitates the deal.

Because mergers can be such time and resource-consuming affairs, merger agreements often have financial penalties for the party that terminates the merger. Finally, the article on general provisions discusses governing law, survival, severability, remedies and so forth.

The effort that goes into mergers-and the lackluster consequences and diminished value that have resulted on many occasions have prompted many to question the effectiveness of mergers. Similarly, some have questioned the use of the word “merger” altogether, given that two companies of about equal stature, each making the separate decision to combine, is rare. A merger, thus, is simply an acquisition dressed up for political or marketing reasons. Overall, however, the use of the merger agreement has been a generally positive and effective force in the corporate world.

Popularity: 7% [?]

A cooperation agreement is a legal contract signed by two or more parties, whereby both or all parties agree to cooperate to achieve an explicitly stated, mutually beneficial goal. While cooperation agreements differ widely in form and structure, there are a few common elements that one will usually find in any well-written cooperation agreement.

Cooperation agreements generally start by listing the date the agreement was signed, the parties involved, and the principal places of business or operations of the parties. These elements are often included in one sentence at the very top of the agreement.

Next, it is common for a “Recitals” section to lay the substantive groundwork for a cooperation agreement. This important section spells out the presumptions and background facts that led to the agreement. This section also includes the purposes and goals of the agreement, i.e. the reason or reasons why the parties have entered into it. Each recital starts with the word “Whereas,” and then lists a fact, goal, or presumption. After the list of recitals, which can be of significant number or length, the recitals section usually ends with the phrase “NOW, THEREFORE, the parties agree as follows.”

From then on, the agreement is broken into “Parts”, “Articles” “Sections”, or “Paragraphs”. The choice of what to name each “action item”, so to speak, should be left to the discretion or taste of the drafter. (Usually I like to use the term “Article” with each article listed as 1., 2., 3., etc. and sub-articles listed as “A”, “B”, “C”, etc.

The first article should state the specific actions that each party will take to achieve the overall cooperation scheme. For instance, if an agreement involved the joint development of technology, then this article may read “Company X and Company Y agree to work together to develop technologies that will have Z benefit for both parties.” This article may also list the key players, such as the specific company executives, who will lead the project.

Paragraph 2 is usually a “Definitions” article, providing the definition of all key and unique terms used in the agreement. Clarity is paramount in cooperation agreements, and ambiguity should be avoided at all costs. This makes the definitions article extremely important, as many of the disputes involving cooperation agreement relate to a misunderstanding in respect to the meaning of a key term.

From then on, the order of the articles is dependent upon the subject matter and nature of the agreement. Some common article titles are timetable of the action items and term of the agreement. Here the parties lay out the time frame in which they will attempt to achieve the common goal(s), and further memorialize the term of the agreement. General contract provisions such as Governing Law and provisions regarding Modifications of the agreement are also crucial.

Finally, a Notice provision may be included, listing the respective representatives and contact information for each party to contact the other. And last but not least, signature lines must be included, preceded by a sentence like: “IN WITNESS WHEREOF, the Parties having agreed to the terms and conditions set forth herein signify their intention to be bound thereto through the signatures of their duly authorized representatives which are set forth below.”

Again, cooperation agreements may cover far more subjects than listed here, depending on the subject matter and scope of the agreement. At the very least though, these listed provisions should be included.

Popularity: 6% [?]

An employment agreement is a legal contract between an employer, usually a company in the form of a corporation, general or limited liability partnership, or other business entity, and an individual. The agreement calls for the individual to become an employee of the company and provides certain terms and conditions of employment. The terms of employment, including the rights and obligations of both employer and employee are laid out in each employment contract.

The most important provisions of an employment agreement will likely be different for the employer and the employee. For the employee, the most important provisions of the employment may include compensation such as salary, benefits, potential bonus (signing or performance), commission, draw, or other methods of compensation. The benefit package may be of equal concern: This can involve health benefits, paid vacation, 401K, sick days, and other perks.

The employer will likely be more concerned with other aspects of the agreement. For instance, the employer will likely want to ensure promises of loyalty and confidentiality from the new employee, and may thus include loyalty, covenant-not-to-compete, or non-disclosure provisions into the contract. An employment agreement usually will absolve the employer of liability of harm caused to the employee on the job that was not caused by the wrongdoing of the employer.

Both parties may be equally interested in provisions relating to scope of duties and grounds for termination. The agreement should lay out the responsibilities of the employee and may even set goals such as sales benchmarks, which the employee will be required to meet in order to keep her job or earn a raise or bonus. The agreement will almost always discuss appropriate grounds for termination and under what circumstances the employee can be terminated for good cause. In the United States, 80% of employees, even those with employment agreements, are “at-will” employees, meaning they can be fired by their employer for good reason, bad reason, or any reason at all. An employment agreement can change this at-will status and state that the employee can only be fired for just cause as defined in the agreement.

Employment contracts are not the norm, but are generally beneficial to employees and are usually reserved for more skilled positions and employees with more professional leverage such as special skill or experience. Some legal experts argue formal employment contracts “facilitate the granting of discretion to workers by superseding many of the legal defaults that define the relationship between the worker and firm owner.” See Harvey James Jr., A Legal Basis for Workers as Agents: Employment Contracts, Common Law, and the Theory of the Firm, University of Missouri, CORI Working Paper 01-05.

Popularity: 4% [?]