Non Compete Agreement Checklist

Non compete agreements are often a part of (or clause within) a broader agreement, e.g. an independent contractor agreement, employment agreement, confidentiality agreement distributorship agreement, etc.  The following is a helpful non-exclusive checklist for a non-compete clause.

• Describe the consideration provided (e.g., salary, payment, disclosure, etc.). 
• Describe restrictive time period (must be reasonable and enforceable).
• Describe geographical scope of restriction. 
• Describe scope of restricted activities, e.g.  "employee will not  . . . 

          1. contact or solicit customers                      

          2. discourage customers

          3. participate in, restricted activities, e.g.  engage in business that competes, etc.

• Require attorneys fees and cost be paid in event of breach of
  Non Compete Agreement. 
• Provide for injunctive remedy, in addition to other remedies in event of breach of Non Compete Contract.

    Note, non-circumvention provisions may also be appropriate in certain circumstances.

Related Info and Checklists:

Non-Compete Agreement

Confidentiality Agreement

Distributor Agreement

Literary Services Agreement Checklist

     Use this checklist as a tool to facilitate discussion concerning literary services, including, writing and/or ghostwriting.

Licensing Agreement Checklist

What is a Letter of Credit?

Use of Letters of Credit, reduce the exposure to risk inherent in international business transactions, when certain methods of payment are implemented.

The Letter of Credit is the means by which parties may reduce risk in international transactions.  With a Letter of Credit a seller of goods assures that the expected payment will be received, most typically in international business transactions.  In practice, it has been standardized by a universally accepted set of rules, namely, the Uniform Customs and Practice for Documentary Credit, issued by the International Chamber of Commerce.

In international business transactions, the methods of payment used payment in advance, on open account, or C.O.D.  C.O.D. is accomplished generally, by payment against collection documents, that is, the seller will forward the customary shipping documents through the seller's bank to the buyer's domestic bank, including a draft drawn on the buyer for collection.  Then draft is honored and paid or, if appropriate, accepted, the buyer will obtain delivery of the documents, which entitle the buyer to delivery of the goods.

If cash is paid to seller in advance, the buyer's risk includes defective performance or non-performance.  With a C.O.D. or collection transaction, the documents are presented after the goods have been shipped and often after arrival at the destination port. Thus, if the draft is not honored, the risk is that the buyer may not pay for the manufacturing/fabrication and shipping.  The seller bears the maximum risk of non-payment, in a sale on open account.

 What is a Standby Letter of Credit?

Similar to commercial Letters of Credit standby letters of credit are documentary, that is, collection is achieved through the presentation of one or more documents, such as a draft or other demand.  A standby letter of credit is applied in an unlimited variety of transactions, including sale of goods and its purpose is to assure a party to a contract that the other party will perform its obligations.  The standby letter of credit is similar to a performance guarantee in function.

What is the typical structure of the Letter of Credit transaction?

Typically, in a sale of goods, the Letter of Credit transaction is made up of three contracts, as follows:

(1)       Buyer-Seller Contract. The buyer and seller contract for the purchase and sale of the goods requiring payment through a documentary credit.

(2)       Buyer-Bank Contract.  The buyer ("account party") applies for a letter of credit, instructing the buyer's bank ("issuer") to open the credit for the benefit of the seller based upon the application terms.

(3)       Advising Bank-Seller.  The issuing bank issues the letter of credit and forwards it to an advising bank within the country of the seller. The advising bank, advises the seller of the opening of the credit in seller's favor.

What information is contained in a Letter of Credit?

Generally and most often, a letter of credit contains the following:

(1)       The names of the Parties (including the advising bank).

(2)       The credit amount.

(3)       Expiration Date.

(4)       The undertaking of the issuer to pay upon presentation of the draft and specified documents and generally, whether payable on presentation ("a sight draft") or payable at a time after presentation ("a time" or "issuance draft").

(5)       Merchandise description; whether partial shipments and transshipments will be permitted.

(6)       All special conditions and/or instructions.

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Joint Venture Agreement Checklist

(Partnership Agreement Checklist)

Joint Venture Agreement is essential for MULTI-PARTY business success.

BEFORE COMMITTING your TIME, EFFORT and MONEY, it is VERY IMPORTANT to AGREE with on the following (preferably at the beginning of the project, when everyone is still enthusiastic, "HAPPY," and AGREEABLE.  GET IT IN WRITING.  A well drafted Agreement can save businesses from downfall, as well as, save friendships and family relationships.  Failure to get it in writing, will not only cost you, your valuable money, time and effort, it could also destroy your relationships and burn bridges that otherwise would support success.

International Business Agreements

    International transactions are so common these days, that many businesses do not realize that they need an Attorney experienced in the international arena, to assist them with their International Agreements. While the general subject matter of International Agreements is similar to domestic agreements, there are some important distinctions.

Corporate Lawyer and LLC Lawyer, Michelle DelMar, Esq.

Corporations and Limited Liability Companies
WHAT BUSINESS OWNERS SHOULD KNOW!

Media Interviews/Quotes:

Mainebiz Publication.  Impacts Felt From New LLC Law Changes.  " Wherever the [LLC] Agreement fails to specifically spell out the members' wishes, default provisions of the [new LLC] law  apply . . . Even sophisticated business owners are going to need a lawyer to create an LLC," said Business Lawyer, Michelle DelMar, Esq.

Understanding Franchising versus Licensing

• What is the difference between Franchising and Licensing?

License.  A License is permission or the right to do an act which, without such permission, would be illegal. Licenses are governed by "contract law."  Franchise Registration is not required for a License, so long as it does not fall within the scope of applicable Franchise Laws.  A license typically is a less expensive means to achieve the goal, than Franchising.

Franchise versus Licensing Questionnaire

      The following is a list of some important issues related to Franchising versus Licensing:

EMPLOYMENT CONTRACT FOR EXECUTIVE

CHECKLIST

Before entering into an Executive Employment Agreement, consider the following:

The "trust" relationship between Executive and Employer is an essential factor in the level of production and goals achieved during employment.  A win-win structure in this relationship must satisfy both the personal and professional goals of the Executive, as well as the business goals of the Employer.   A well-drafted Executive Contract plays an essential role in protecting the relationship between Executive and Employer and provides a solid foundation from which the relationship and company can thrive.