A non-compete agreement is a written understanding between two parties in which one agrees not to compete in the same field or profession as the other for a set period of time and within a defined geographic region. This area of the law is delicate, unsettled, and varies from state to state. The purpose of the agreement is to protect a company’s legitimate business interests in the form of sensitive information or trade secrets.

The “agreement” is most often:
* A free-standing agreement;
* A clause in the employment agreement; or
* A clause in the separation agreement.

The agreement delineates:
* A temporal limit (e.g., six months; two years);
* A territorial limit (e.g., within the city limits of Denver; within a 25-mile radius of the company’s address).

Reasonableness is key. Courts will not uphold agreements that demand too much in terms of time-ten years for example-or geography-within a whole state or in the entire US, unless there is a correspondingly important business reason.

Consideration is also important, so the employee, whether new, old, or recently terminated, must be given something of value for agreeing not to compete. For the new, the prospective job should do. For the old, the specter of a raise will work. And for the newly terminated, compensation as part of a separation agreement is a good idea.

California bans non-compete agreements except in the sale of a business. Other states may strike down overbroad agreements altogether or merely cut out the offending sections (i.e. “blue line” them).

Consider how the employee left. If he was fired without cause or laid off, a court will likely be on his side. If he quit or was let go for cause, then the pendulum swings back in favor of the company.

In short, the non-compete agreement must strike a balance between protecting a company’s legitimate business interests and not infringing upon an employee’s right to work.

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% [?]

Korean technology firm Woori Technology Inc. has entered into an Assignment and Assumption Agreement with New York based MSGI Security Solutions Inc. to provide touchscreen computer display technology to the U.S. Department of Defense. Under the agreement, MSGI assigns all of its rights and obligations under the contract with the Defense Department to Woori, but will continue to work with Woori to design and manufacture the technology.

The two companies plan to open a service facility in northern California where assembly, quality testing and systems integration will take place. The proprietary military-grade touchscreen systems are designed and tailored for use in harsh environments, including extreme temperatures, barometric pressure, and humidity, and will likely be used by soldiers fighting in Iraq and Afghanistan.

Popularity: 10% [?]

An Indenture Agreement, also known as an Indenture, is a formal contract between a bond issuer and a bondholder that describes the bond and amount at issue, and specifies the legal obligations of the bond issuer and the rights of the bondholder, such as the time period before repayment, amount of interest paid, if the bond is convertible (and if so, at what price or what ratio), if the bond is callable, and the amount of money that is to be repaid. A typical indenture agreement can be structured to include the following articles. Each article should be broken into paragraphs addressing specific issues within the broader article.

Article I: Definitions and Incorporation by Reference. This article should lay out the definitions of the terms used in the agreement. It should also list any other agreements that are incorporated by reference into the indenture. Finally, if necessary it should describe any rules of construction applicable to the agreement; for instance, this section could clarify that an accounting term not otherwise defined has the meaning assigned to it in accordance with General Accepted Accounting Principles, a.k.a. GAAP.

Article II: The Notes. This article should describe in detail the rules governing the issuance of the bond notes. What bond notes are at issue? What type are they? How are they registered with the SEC? What agent will be utilized to effectuate the official transfer? When is the date the bonds mature, and under what circumstances can they be called? Can they be replaced with other notes? What is the rate of interest? Under what circumstances can they be cancelled? These questions should be addressed in Article II.

Article III: Redemption and Offers to Purchase Notes. Redemption is the repayment of a debt security or preferred stock issue, at or before maturity, at par or at a premium price. Most indenture agreement will provide for an opportunity for the bond issuers to redeem up to a certain percentage of the aggregate principal amount of the bonds at any time prior to the maturity date. Sometimes a certain event must trigger this right of redemption. Upon redemption, the principal amount plus interest up to the redemption date must be paid.

Article IV: Covenants. The agreement should list specific covenants in detail, promises that each party makes to the other. These covenants could address issues relating to the payment of notes, reports, certificates of compliance, dividends, incurrence of indebtedness and issuance of preferred stock, asset sales, transactions with affiliates, business activities, offers to repurchase the bonds upon change of control, limitations on sale and leaseback transactions, events of loss or change of ownership, audits, insurance, and countless other areas.

Article V: Defaults and Remedies. This article should cover issues relating to events of default, acceleration, and waivers of past default. It should also address limitations on lawsuits, if any, placed on bondholders, the rights of bondholders to receive payment, and issues relating to collections’ suits by the trustee.

Article VI: Trustee. A trustee is always involved in the issuance of bonds to bondholders. This article should talk about the role of the trustee, including his or her duties, rights, and obligations. When is the trustee obligated to give a report to bondholders? When and how is he or she liable for the failure of the bond issuer? If necessary, when and how should the trustee be replaced? Who is eligible to be the trustee? These issues should be addressed in this separate article dedicated to the trustee.

These are the most important provisions that must be included in an indenture agreement. Note that an indenture is usually a long, complex agreement laying out in great detail the rights and duties of bond issuers and bond holders. Miscellaneous provisions addressing communication by holders of notes to other holders, the liability of directors and officers of the issuing company, governing law, severability, and other boilerplate contract provisions must also be included to round out a complete and enforceable indenture.

Popularity: 7% [?]

The Bush Administration gets a whole lotta flack over…well, many things (rightfully so) and hitting the news often is the belief that the United States CIA torture detainees. Although Bush and his team deny these allegations, memos that contradict such statements were made public by the American Civil Liberties Union, which obtained the three CIA-related documents under Freedom of Information Act requests.

According to a secret Justice Department memo released Thursday, in 2002, the Bush Administration told the CIA that its interrogators working abroad would not violate U.S. prohibitions against torture unless they “have the specific intent to inflict severe pain or suffering.”
Reported by CNN, the memo also stated that the interrogator’s “good faith” and honest belief” that the interrogation will not cause such suffering protects the interrogator.

Included in another memo is the “advise” that “the waterboard” or simulated drowning, does “not violate the Torture Statute.” And statements by President Bush and a Supreme Court ruling “raise possible concerns about the future U.S. judicial review of the [interrogation] Program.”

“These documents supply further evidence, if any were needed, that the Justice Department authorized the CIA to torture prisoners in its custody,” said Jameel Jaffer, director of the ACLU National Security Project.

Popularity: 1% [?]

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% [?]

A waiver is a contractual agreement whereby a party wishing to partake in a certain activity agrees to release the hosting party from any liability that may otherwise be incurred. Many people are aware that often a theme park, amusement park or water park may want to require its customers to sign a Waiver and Release of Liability in order to enjoy the park’s attractions. These waivers are critical to the financial security of the park.

Under the traditional law of negligence, a landowner or owner of commercial property owes a duty of care to all guests who come on the property. This means that if something happens to the “guest” while on the premises, the landowner may be liable for any injury caused. With these waivers, however, a guest is said to have “assumed the risk” as is the case with inherently risky activities, such as sporting events. By signing a waiver, the guest will waive all rights to sue the host/property owner for damages or injury that may be incurred, except in cases of gross negligence or willful misconduct.

Popularity: 2% [?]

See Actual Legal Documents Drafted by top law firms.

Click Here To Preview Free Legal Documets!

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: 8% [?]