New York Private Equity Lawyer & Attorney : Geoffrey Parnass : Corporate & Business Law

Here is a form for Web-Linking License Agreement.

This is a license granted from a website owner (the licensor) to another website owner (the licensee) granting the licensee the right to link to the licensor's site. It sets forth that licensor's content shall remain the sole and exclusive property of licensor, including all copyrights, trademarks, patents, trade secrets, and any other proprietary rights. It contains sections regarding its term and termination and representations and warranties.

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Here is a form for Term of Use Agreement.

This is an agreement for an owner of a website to establish the use of their website via the Internet. It is a contract between the website owner and a user of the site. It contains indemnification clauses, disclaimer of warranty, notice of trademark and copyright infringement.

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Here is a form for Privacy Policy.

This is privacy policy that is posted on a company’s Web site. It governs the relationship between the company and visitors to the web site. It protects the owner from liabilities associated with third-party use of the website. It sets forth how the owner intends to use any information gathered from visitors, such as credit card or email information.

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Here is a form for E-Commerce Agreement.

This is an agreement whereby various products of a strategic partner are to be marketed on an unaffiliated company's Web site. It contains sections regarding the term of this agreement and the company's compensation. It includes also a provision regarding intellectual property rights, stating that neither party will acquire any ownership interest in each other's intellectual property and furthermore, any confidential information received from a party will be its sole and exclusive property.

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Here is a form for Confidentiality Agreement.

This agreement is useful when parties enter into a confidential relationship with respect to the disclosure by one party to another of certain information. This agreement outlines confidential information the parties wish to share with one another for certain purposes, but wish to restrict from generalized use. It prevents one party from disclosing confidential information received from another party.

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Here is a form for Promissory Note Payable on Demand.

This is a promissory note for payment of money owed, payable on demand. The principal shall be due and payable in full on demand by maker. In the event of a default in payment of any installment by maker, both principal and interest shall become immediately due and payable at the option of the holder of this note. This document sets forth the amount of the loans, the terms of the loan and the interest rate.

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Here is a form for Promissory Note Payable on a Designated date.

This is a promissory note for payment of money owed, payable on a date designated in this document. It establishes a maker’s obligation to repay a debt back with interest. In the event of a default in payment of any installment by maker, both principal and interest shall become immediately due and payable at the option of the holder of this note. This document sets forth the amount of the loans, the terms of the loan and the interest rate.

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Here is a form for Guaranty.

This form provides for a guarantor for the repayment of a debt. If any of the payments are late or not paid, the guarantor will make the payments. The guarantor also agrees to pay any costs of collection if the guaranty is not lived up to. Furthermore, the guarantor agrees that the guaranty may be enforced without having to first sue the borrower for defaulting on the debt by waiving any right to require creditor to proceed against debtor. Any failure to pay any payment obligation by the debtor will suffice to require the guarantor to make good on the obligation.

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Here is a form for Checklist of Issues in Negociating a Lease.

This is a checklist of some of the issues to consider when determining whether to accept a loan and in negotiating the loan terms. The issues relates to interest, payment terms, representations and warranties of the borrower and the borrower’s covenants, either affirmative or negative.

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Here is a form for Real Estate Sublease.

This is an agreement between a sublessee and a sublessor. The sublessor subleases to sublessee a leased premises. It includes a description of the leased premises in exhibit. It contains also sections regarding the term of the sublease, the rent and the use permitted on the premises. It sets forth who is responsible for maintenance and alteration and the conditions for subleasing and assignment, if permitted.

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Here is a form for Checklist for office leases.

This is a short form checklist of office lease issues to consider when negotiating an office lease. It identifies the terms and clauses that need to be addressed in a real property lease such as issues regarding space, term of the lease, who is responsible for improvements and repairs and are whether assignment and subletting are permitted.

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Here is a form for Independent Contractor Agreement.

This agreement may be used when a company hires an independent contractor to perform specific services for an agreed upon compensation. Among other things, it provides that all intellectual property and confidential information are owned by the company and the contractor shall not use or disclose in any manner any confidential information of the Company.

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Here is an agreement for Professional Services.

This agreement covers professional services performed by one company for another company. This agreement lays out the terms and conditions of the work performed. It includes a description of the services rendered and of the terms of payment. It contains also a section regarding liability in case of third party claims arising out of services rendered.

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Here is a form for Employment Checklist.

This checklist is intended to outline the major issues associated with negotiating senior executive employment agreements. It lists issues from the perspective of the employee. It contains questions regarding the scope of employment, the salary and other benefits, termination and grant of stock options and other confidentiality restrictions.

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Here is a form for Employment Agreement.

This is a standard “at will” agreement between an employer and an employee. The agreement provides the employee with the conditions of employment such as basic duties, salary, and other benefits. Furthermore, it contains the grounds for termination, and establish that the employment is "at will". The relationship can be terminated by either the employee or the employer at any time, with or without cause.

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Here is a form for Confidentiality Inventions.

In this agreement the employee agrees not to use, disclose or communicate any of the company's confidential information to a third party, such as trade secrets, computer programs, software business, marketing, and strategic plans. It contains a section regarding termination obligations stating that upon termination of his relationship with the company, the employee shall surrender to the company all proprietary information.

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Here is a form for Non Competition Agreement.

This is an agreement between a purchaser and key stockholders in which the key stockholders agree to enter into a non-competition agreement as a condition to purchaser’s obligations under the agreement. During a set period of time, each key stockholder shall not engage in any business similar to the one conducted by the company nor shall he use or disclose any confidential information which has been proprietary to the company and subject to efforts by the company to maintain its confidentiality. The agreement contains also provisions regarding the remedies in case of breach of the agreement.

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Here is a form for Mutual NDA.

This agreement between two parties outlines confidential materials or knowledge the parties wish to share with one another for certain purposes, but wish to restrict from generalized use. It prevents one party to disclose information received from another party.

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Here is a form for Letter of Intent.

This document is useful when a buyer wishes to express interest to purchase the assets necessary for the conduct of a software development business from a seller. It includes provisions regarding assets to be purchased (such as the software itself, intellectual property rights, customer lists and the goodwill associated therewith), purchase price and employees.

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Here is a form for Checklist for Acquisition of a Private Company.

This checklist is to consider when reviewing the purchase of a privately held company. The list requires consideration of information such as accounting and financial, agreement preparation, antitrust and regulatory, asset schedules, employees issues and benefits, intellectual property and tax and insurance issues. It requires the drafting of a confidentiality agreement, the coordination with customers and vendors and establishment of a data room. The checklist contains also a list of the documents that a company must furnish in connection with a potential acquisition transaction.

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Here is a form for Warrant Purchase Agreement.

This agreement contains the authorization by a company to the sale and issuance of a warrant to purchase shares of its preferred stock. The warrant allows the holder to exercise the warrant and purchase the corporation's shares at a set price. This document also includes a form of the warrant in exhibit. This form contains provisions regarding purchase price, requirements to exercise the warrant, right to convert warrant into stock and a notice of exercise of the net issuance rights.

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Here is a form for Subscription Package.

This document is useful for the purchase of common stock in a company. It includes a subscription agreement, a confidential statement of investor suitability, a signature page and a right of first refusal agreement. It contains representations and warranties protecting the company. The statement requires prospective investors to fill up information needed to check if they meet the suitability standards established by the company.                                                                                   The right of first refusal agreement controls the manner in which the shares are transferred. A shareholder who proposes to transfer any or all of his shares must first offer such shares to the company and the other shareholders, before he is allowed to sell them to a third-party.

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Here is a form for Stock Subscription Agreement.

This agreement is used in connection with the sale of stock to individual investors. It protects the company with various representations and warranties by prospective investors. It includes a list of information which must be completed by the investors to check if they meet the suitability standards required to accept subscriptions.

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Here is a form for Stock Option and Incentive Plan.

This document contains both an employee stock option plan and the related stock option agreement. It contains sections regarding the administration of the plan by the board or a committee, the powers of the board to grant stock options and its determination of the per share exercise price. Through the stock option agreement, the company can grant an employee options under the existing stock option plan. This agreement includes provisions regarding the option grant, its vesting and exercise expiration events and sales of shares.

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Here is a form for Preferred Stock Term Sheet.

This document is a summary of the basic terms and conditions of a venture capital investment, through the sale of preferred stock. It contains sections regarding the dividends received by holders of preferred shares, liquidation preference, redemption of outstanding preferred shares and their conversion to common shares. It includes also descriptions of the holder’s rights such as voting rights, preemptive rights and right of first refusal triggered when a founder of the company proposes to sell all or a portion of his shares to a third-party.

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Here is a form for Preferred Purchase Agreement.

This agreement is used to make a venture capital investment in a company. The stock purchase agreement sets forth the basic terms of the purchase and sale of the preferred stock to the investors and identifies the other financing documents (such as the certificate of incorporation, the right of first refusal and co-sale agreement, the investors rights agreement.) It contains sections regarding the authorization and sale of preferred shares, the price and number of shares being sold, the closing date and conditions to closing and the representations and warranties that the company must make to the investors. It contains also descriptions of the obligations of the purchasers to purchase the shares at the closing and of the company’s obligation to issue, sell and deliver the shares at the closing.

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Here is a form for Finders Fee Agreement.

This agreement is useful when a company needs to hire a finder to help identify purchasers of its capital stock. The finder acts to introduce parties interested in investing in the company and providing a sales lead. The agreement contains sections regarding the acceptance of investors and the finder’s fee in the event of a sale of stock to qualified investors introduced by finder.

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Here is a form for Due Diligence Checklist.

This checklist contains a list of the documents that a company must furnish in connection with a potential transaction with venture investors. These documents include such items as  articles of incorporation and bylaws; previous issuances of securities; material contracts and agreement; documents relating to litigation, to employees and related parties; financial information such as financial statement, budget and projection; documents relating to property, taxation, insurance and liability; agreements regarding acquisition, partnership or joint venture agreements and governmental regulations and filings.

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Here is a form for Right of First Refusal.

This is an agreement that controls the manner in which the shares are transferred. A shareholder who proposes to transfer any or all of his shares must first offer such shares to the company and the other shareholders, before he is allowed to sell them to a third-party.

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Here is a form for Certificate of Incorporation.

This document relates to the formation of a Delaware corporation. It states the name and purpose of the proposed corporation, the names of its incorporators, its stock structure and the limitation on the personal liability of the directors.

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Here is a form for Bylaws.

This document consists of the bylaws of a company, a document governing the internal management of a corporation. Bylaws contain sections regarding the stockholders (their meetings, their ways of voting and their stock), the board of directors (how they are elected, their powers and meetings), the committees, the officers (their election and powers) and the indemnification in connection with proceedings authorized by the board of directors.

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Here is a form for Board of Directors Consent.

The unanimous written consent of the board of directors is a document that allows the board of a company to take actions without an organizational meeting. The resolutions taken by the board of directors consist of the certification and filing of articles of incorporation, the adoption of bylaws and corporate seal, the establishment of bank accounts and other actions depending on the extent of the board’s powers as determined by the company’s bylaws and articles of incorporation.

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