RealDealDocs.com, the Online Sample Legal Document Source Releases Employment Agreement Drafted by Amlaw Top Law Firm Akin Gump

RealDealDocs.com offers various online legal documents from agreements to contracts for your download and printing convenience. This release contains the employment agreement for Allscripts Inc. drafted by Amlaw top revenue per lawyer firm Akin Gump released by RealDealDocs.com.

Chicago, Illinois - RealDealDocs.com, a rising online leader in sample legal documents, has released the employment agreement for Allscripts Inc. that was drafted by Amlaw top revenue per lawyer firm Akin Gump.
An employment agreement is a legal document entered into between an employer and an employee at the commencement of the period of employment and stating the exact nature of their business relationship, including roles and responsibilities, compensation etc. The Allscripts Inc. employment agreement with Laurie McGraw was formed to secure the position of Executive Vice President, Client Services and details the terms of employment, effective date & term, compensation, benefits, early termination, non competition and confidentiality.

RealDealDocs.com is offering a complimentary copy of the Akin Gump law firm Allscripts Inc. employment agreement as a template for professionally drafted legal documents. The law firm of Akin Gump is a well respected, Amlaw celebrated law firm that was named the top profit per partner of the year by the Amlaw publication. In celebration of this honor, RealDealDocs.com has decided to release this employment agreement free of charge via the link at the bottom of this text.

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Lawyers who use RealDealDocs.com, do so in order to lower the amount of time needed to draft a legal agreement. Even business professionals can use RealDealDocs.com in an effort to research a company or see how they handle various legal transactions.

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To view the Allscripts Inc. Employment Agreement: http://agreements.wordpress.com/2008/06/02/allscripts-employment-agreement-from-realdealdocscom/

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Popularity: 1% [?]

For some people, the thrill of the negotiation is akin to the thrill the rest of us receive on a giant roller coaster. When asked why they majored in business, droves of successful businessmen routinely answer, “to negotiate.” The key, of course, to successful negotiating is knowing when you have your opponent on the ropes. Being able to tell if someone is lying is important if you are a judge, a poker player or a Fortune 500 Company CEO. Let’s take a look at some aspects of lying that can give you the upper hand at the negotiating table.

There are two types of business negotiations, casual and intense. A good negotiator knows how to look for tells in both kinds of negotiations, and there are quite a few things that show up no matter what. The first, and the most clichéd, is a nervous tick of some sort that the opponent doesn’t even realize he or she is doing. It could be taking a drink of water, touching their ear, a funny sounding laugh, anything. It is your job to look for patterns to find behaviors that the person across from you is doing over and over again.

Another revealing point that many people have is using extreme sarcasm when asked a question. Instead of simply saying no, or telling you that their company wouldn’t possibly do that, their voice raises several octaves and they feign surprise or use exaggerated body language. If you listen closely when this happens, they seldom deny the accusation you just made. They instead choose to make light of it. This is a common tell that most people don’t even realize they are making.

Sudden changes in posture or facial expressions are often common aspects of lying. If the person on the other side of the table tells you something than suddenly crosses their arms and sits back while dramatically exhaling, it could simply mean that they are tired and in need of a break, but if this behavior happens several times during a single negotiation, it could be a sign that he or she is lying.

Probably the most reliable sign that someone is lying is a sudden increase in anger or defensiveness. It is the most common physical manifestation of lying since it is natural for the liar to try to deflect or project their insecurities on to the person that they are speaking with. If you notice a sudden outburst or a sudden accusation lobbed at you for no apparent reason, that’s a good sign that they are lying. If a negotiation does this on a regular basis, it is safe to assume they aren’t very good at their jobs.

Finally, if you feel like you’ve gotten into a negotiation with a seasoned pro, you might have to look for tiny tells like blinking or the amount of perspiration the other person is doing. A good negotiator knows their own signs and learns to cover them up. Ask any frequent poker player - a tell can ruin your hand or your negotiation in a heartbeat.

Click on one of these links to check out sample legal documents drafted by Amlaw 200 Law Firms for Fortune 500 Companies.

Popularity: 7% [?]

An Indenture Agreement, also known simply as an Indenture, is a formal contract between a bond issuer and a bondholder that describes and defines in detail the bond and amount at issue and 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 should be structured to into articles, and each article should be broken into paragraphs addressing specific issues within the broader article.

For instance, the agreement should describe in detail the rules governing the issuance of the bond notes. What bond notes are at issue? Other sections should discuss Redemption and Offers to Purchase Notes, Covenants, Defaults and Remedies, and the Trustee. 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, and must always be drafted by an experiences securities attorney.

Popularity: 7% [?]

A franchise agreement memorializes the contractual relationship between a franchisee and a franchisor. It is a document laying out the rights and obligations of both parties, and if properly executed, is legally binding on both parties. A typical franchise agreement will at a bare minimum contain the following provisions:

(1) Obligations/Rights: The agreement must explicitly lay out the rights and obligations of the franchisee and franchiser regarding the operation of the business. The main reason an individual or business will want to become a franchise is to utilize and benefit from the expertise, business processes, experience, and goodwill of the existing franchise. Thus, a franchisee must make sure they are entitled to use said trademarks, expertise, goodwill, and experience to his or their advantage.

(2) Support: Accordingly, the agreement should explicitly state the support the franchiser will provide. Usually, a franchisor will provide formal training to a new franchisee. This is for the benefit of both parties, and the franchisee will want to make sure they are doing things correctly, which in turn will reflect positively on the franchisor, as well.

(3) Geographical Scope: The agreement must address the geographical scope (i.e. territory) that the franchise license will cover and any exclusivity involved. Often, a franchisee will want the exclusive license to run their particular franchise in a particular territory. For valuable consideration, the franchisor may be inclined to grant such exclusivity, especially if he or she thinks the particular franchisee will operate effectively. Territory may be described as a particular county, neighborhood, state, or any other geographically definable area.

(4) Duration/Renewal Rights: The agreement must state the duration of the franchise and address the franchisee’s right to renew. Every franchise agreement will have a duration that the agreement is in effect, for instance, one year, three years, or five years. It is also typical to address both parties’ respective right to renew the agreement. Quite often this will be a mutual right, meaning both parties must agree to renew, and either party will have the option to terminate the franchise relationship once the original duration of the agreement has come to pass. However, it is possible to draft an agreement to state that the franchisor can only refuse to renew a franchisee’s license under certain conditions, such as poor performance or for violating the agreement.

(5) Capital Invesment: The agreement should state the amount of the franchisee’s initial investment. Generally, a franchisor will require an initial investment from a potential franchisee. This investment is in consideration for the expertise, trademarks, exclusive license, training and support previously discussed. Any well-drafted franchise agreement should address this issue early on.

(6) Intellectual Property: The agreement must address issues involving the license and/or transfer of intellectual property rights. The franchisor will want to make it known that they are granting the franchisee a license to use the franchise’s copyrights, trademarks, and/or patented processes for a specified amount of time. This does not constitute an outright transfer, and the agreement should clearly explain that.

(7) Royalties: The agreement must describe in detail any applicable royalties and service fees. If royalties and/or service fees are part of the arrangement between the franchisee and franchisor, the agreement must address this issue in an explicit way. Royalties especially are common in franchise arrangements. For instance, the owner of a subway restaurant will be obligated to pay a certain percentage of income, as defined in the agreement, to Subway, Inc. Often these royalty structures can be quite complex, making it even more important to carefully draft this provision.

(8) Tax issues: Who is responsible for paying the franchisee’s taxes should be addressed, and varies depending on the circumstances of the business.

(9) Assignment: Issues relating to the transfer or assignment of the franchise must be addressed in the agreement. A transfer is when a party to an agreement transfers, or assigns, all of his or her rights in a contract to a third party. The franchisor may want to make it clear that the agreement is non-transferable and non-assignable, or subject to their permission. In the alternative, the franchisor may want to make it clear that if the franchise is transferred to a third-party franchisee, the original franchisee remains liable for upholding their end of the agreement

Popularity: 8% [?]

When a consultant breaches his or her consulting agreement, he or she is subject to remedies available to the company. These remedies are typically provided for in the agreement, and often include equitable relief and/or monetary damages.

Equitable relief refers to non-monetary remedies “in equity” that the Court can provide to a non-breaching party, such an injunction (the Court saying the consultant must refrain from doing something) or an order commanding specific performance (the Court saying the consultant must do something.) An injunction against the breaching consultant helps prevent any further breach of the agreement. A typical injunction might prevent the consultant from performing similar consulting work for a competitor, if the Judge finds that the consultant is in breach. Another injunction might prevent the consultant from sharing any confidential information, if the company asserts that the consultant breached the non-disclosure provision of the consulting agreement.

It may also be possible to enforce specific performance under the agreement - especially if the consultant was hired to perform specific duties that only he or she has the knowledge and ability to complete. Specific performance means that the consultant must follow through on his or her obligations under the agreement. To enforce the agreement specifically, the Court will have to find that the services can only be provided by the breaching consultant and that monetary damages are insufficient to address the breach.

If a court does enforce an injunction and refuses to require specific performance because the services can be performed by another party or for other reasons, the court will likely award monetary damages. The most common form of monetary damages is “compensatory damages”, meaning damages awarded to the non-breaching party that serve to “make whole” that party. These damages would likely be the cost incurred by the company to replace the breaching consultant.

Popularity: 11% [?]

Consulting agreements are commonly used by businesses today. Consulting agreements can range from one page to 20 or more pages depending on the subject matter of the agreement and whether other agreements between the parties are included or are incorporated by reference. This summary will discuss in more detail the terms of the Sample Consulting Agreement form and the legal rights and obligations created under the agreement, as well as provisions that could be adapted to specific circumstances and arrangements.

Provisions of the Agreement and Duties and Obligations Created

The consulting agreement is an agreement between a consultant and a client that wishes to retain certain specified services of the consultant for a specified time at a specified rate of compensation. As indicated previously, the terms of the agreement can be quite simple or very complex. Below is a discussion of the more important issues to be considered in every consulting agreement.

Scope of Work; Time; Compensation

It is important that the agreement for consulting services outline the specific services to be provided. Often a consulting agreement will contain an exhibit that lists the services expected of the consultant. This list can then be amended if necessary without the need to amend the entire agreement.

The time period in which the consultant is expected to complete his or her task should also be included in the agreement if applicable. Depending on the situation, the consultant may be expected to devote a specific number of hours per week or per month to the project, or may charge a flat fee when the services are more specific in nature. The hiring company may wish to include a “hold-back” provision alerting the consultant that a certain amount of the compensation will be withheld until the consultant has completed the task. Obviously, the inclusion of a hold-back provision and the amount that is “held-back” are often points of contention and should be negotiated.

Term and Termination

The term of the agreement is typically quantified in months or years. Most likely it will coincide with the compensation schedule. The client should also protect its interests by allowing it to terminate the agreement under certain conditions. Typically these conditions are (1) breach of confidentiality or non-solicitation provisions of the agreement, or (2) illegal activities that affect consultant’s performance under the agreement. Without this right to terminate the agreement, the client is obligating itself to the consultant even if the consultant has taken actions contrary to the client.

Copyrights and Data

The consulting agreement should address the use of the consultant’s work. Some agreements allow the client complete use of the physical product delivered by the consultant and may not include an assignment of copyright on the assumption that the consultant will want to retain the copyright. The best position for the client is to get complete ownership of not only the tangible documents that the consultant prepares, but also the copyrights to those documents. However, the consultant may demand considerable more compensation to assign this right making it impractical. It is very important, however, for the parties to clearly understand their respective rights relating to not only the physical documents but the copyrights as well.

Conflict of Interest; Non-Solicitation

Clients should consider including a non-competition clause in the agreement, at least for the term of the agreement and within the market area of the client. Any non-competition clause must be reasonable to be enforceable. Most consulting agreements also include a statement that the consultant will not solicit the client’s employees for at least the term of the agreement.

Miscellaneous Provisions

After spending considerable time negotiating the services to be performed, the compensation, the ownership rights to the work product, etc. it is often easy for parties to neglect the miscellaneous provisions that one typically finds at the end of the agreement. The parties should always pay careful attention to what law will govern the agreement, how disputes will be resolved, and, probably most importantly, the assignability of the rights and obligations under the agreement. Typically, the rights and obligations are not assignable since the client is hiring the consultant because of the consultant’s specific expertise and the consultant is agreeing to perform the services only for the client. There may be situations, however, where an assignment may be necessary, i.e. the client merges with or into another entity.

Summary

Consulting agreements are frequently used in today’s business world and vary in complexity from simple, one-page documents to very complex, 20+ page documents. The terms detailed above, however, should be considered as basic requirements for any consulting agreement. With the key terms detailed in a written agreement, the parties will have reasonable expectations about services to be performed under the agreement and the consequences if those expectations are not met.

Popularity: 14% [?]

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% [?]

An exclusivity agreement is a written agreement in which two or more parties agree to have business dealings only with one another, to the exclusion of third parties. Exclusivity agreements can span days or years, depending on the area of law involved. They can also be bilateral or unilateral.The majority of exclusivity agreements are found in the commercial buyer-seller relationship, in mergers and acquisitions, and in real estate.

In commerce:
• Usually used to restrict the buyer from buying from only one seller, such as Ford having to buy all its steel from only US Steel.
• Can happen in reverse, where US Steel must sell all its steel only to Ford, but less common.
• Agreements can last months, even years.

In mergers and acquisitions:
• Used to focus two parties on their potential merger, to exclude other partners/targets.
• Span the discussion phase, usually a few weeks or months.
• Allow for access to files, so due diligence can occur.
• Parties are exclusive with one another, but no agreement to consummate a deal.
• Termination-expiration or one party terminates early, when deal is not likely.
• Includes provisions to refrain from making decisions that materially change business during the exclusion period.

In real estate:
• Called Exclusive Listing Agreements.
• Homeowner grants only one realtor (or company) access to home and sale-homeowner “locked in.”
• One catch-homeowner can cancel agreement, but realtor may still get commission if house sells within 30 days of cancellation.

Popularity: 13% [?]

Exclusivity agreements, because they are present in a number of different areas of the law, come in a variety of forms and are designed to meet a range of goals. The overriding purpose of each exclusivity agreement is, however, to define a relationship in which (generally) two parties agree to deal only with one another, to the exclusion of third parties. The duration of the agreement; whether it is bilateral or unilateral in its rights and restrictions; if it includes only two parties or perhaps more-all such matters are dependent to a large degree on the area of law from which the agreement springs.Today, one is most apt to find exclusivity agreements in three different areas of the law-in the commercial world, in mergers and acquisitions, and in real estate.

When two commercial parties deal with one another, they may sign an exclusivity agreement to solidify the economic relationship between them and to prevent third parties from interfering. The nature of this sort of exclusivity agreement-and the desire to build stability into the relationship-means that such agreements can endure months or years-until the bargaining power of one or the other party materially changes. Often, the relationship is one between buyer and seller, and the seller obliges the buyer to purchase its goods only from this seller and not from the seller’s competitors. An example of this situation would be Del Monte obliging Whole Foods grocery stores to buy all of its bananas only from Del Monte and not from Chiquita or another grower. Certainly, the opposite situation can occur, as well: Whole Foods could lock in Del Monte such that the latter could sell its bananas only to the former. This scenario is much less common, however.

Two companies contemplating a merger sign an exclusivity agreement to prevent one or both of the parties from seeking other third party targets or partners. Shorter in length, these agreements keep the parties’ attention focused during the discussion phase. Inherent to these agreements are certain provisions, such as articles on access, no agreement, termination, and changes. The parties allow one another access to files and pertinent data. The parties are of course bound by confidentiality provisions, especially if the deal is not consummated. Just such a scenario is dealt with in the “no agreement” provision, which states that even though the parties are dealing exclusively with one another, they under no duty to conclude a deal. They can walk away, in other words. A termination provision talks about the natural expiration of the agreement or early termination by one of the parties. And finally, certain provisions in the agreement may well forbid parties from making material changes to the way the business is run during the exclusion period.

Realtors use exclusivity agreements-called exclusive listing agreements-throughout their business. When a homeowner signs an exclusivity agreement, he is agreeing to use only one realtor-or that realtor’s company-to sell his home, including listing it, showing it, and closing the sale on it. No other realtor may interfere with the transaction, and the homeowner is “locked in,” as they say. The homeowner, for his part, receives the benefit from the realtor’s resources, such as the latter’s business acumen or large register of buyers. The homeowner is free at any time to cancel the exclusive listing agreement. However, to do so can carry a penalty. If the home is sold to a buyer within (usually) 30 days of the agreement’s cancellation and the buyer was brought in by the realtor, then the realtor in question is still entitled to collect a commission on the sale.

Popularity: 16% [?]

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 a caveat, however. 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: 8% [?]