Business Law and Commercial Transactions

Business Law and Commercial TransactionsIn both his previous practice as in-house counsel for a Fortune 500 company and in his private practice serving small businesses, our lead business attorney, Michael Smith, has acquired extensive experience in business law, contract drafting, and commercial transactions. We can assist clients in the following types of matters and more.

Buying or Selling a Business. Anyone buying or selling a business needs an experienced business lawyer, whether the transaction is a sale of assets, the sale of an entire company, or a complex merger-and-acquisition deal.

Business loans. We represent clients who want to borrow money for their business, including start-ups and expansions, and we also represent clients who want to lend money to other businesses.

Franchises. Anyone looking at buying a franchise needs a business lawyer who has experience with franchise agreements. Because franchise agreements are largely non-negotiable, prospective franchisees should look at the agreement as simply an integral part of the deal, taking the agreements of different franchisors into account when selecting the most attractive opportunity, and a business attorney who has experience with franchises can help you make that comparison.

Commercial Leases:  Office and Retail.  To someone who has never dealt with commercial leases before, office leases and retail leases can seem impenetrably difficult to understand.  Because office and retail leases are often long term, because the location of a business can be a crucial factor in its success or failure, and because the lease is usually written with the landlord's form, giving the landlord a distinct negotiating advantage, a tenant should never try to negotiate one without experienced advisors, incuding an experienced lawyer.

Construction contracting. We represent contractors, contract managers, and project owners. We have experience not only with stick-build construction projects but also with modular construction; with design-build agreements as well as traditional design-bid-build contracts; with construction service agreements, architectural and engineering design contracts, and construction management contracts.

Confidentiality Agreements. Whether it is called a confidentiality agreement, a confidential disclosure agreement, a CDA, or some other name, an agreement to protect a business's trade secrets and other confidential business information can be among the most important contracts the company has, and a badly written one can be disastrous. On the other side of the transaction, a confidentiality agreement that is onerous or too one-sided, or one that is written for some context other than the one in which the information is being exchanged can expose the recipient to unneccesary legal risk and liability. We can help your company develop its own set of confidentiality agreements to cover your unique circumstances, and we can review an agreement presented to you by another company before you sign it.

Non-compete agreements (also called non-competition agreements or covenants not to compete) are a particularly tricky category of contracts. If your company is being protected, the trick is to write the agreement so that it protects your legitimate business interests without being so broad that it is unenforceable. If you are giving another company a covenant not to compete, giving another company a covenant not to compete that is too broad can effectively prevent you from pursuing other legitimate business opportunities. Either way, parties to non-compete agreements need the advice of an experienced business lawyer.

Software and other license agreements. A license agreement is one that gives the licensee permission to use some type of intellectual property (patent, trademark, copyright, or trade secret) or proprietary materials that belong to the licensor. One of the most common today is, of course, a software license, but license terms also arise in contracts for all sorts of services. The terms and conditions associated with a license agreement can make all the difference to either the licensee or the licensor.

Manufacturing agreements. We represent both manufacturers and customers of manufacturers in developing agreements for manufacturing services, including short term specialty manufacturing and long term contracts for manufacturing products for market.

Others. The types of transactions listed above are only a few of the business law areas and commercial transactions in which Smith Rayl's business law office represents clients. Others include business disputes (including breach of contract and business torts), employment agreements, secured transactions, publishing contracts, software development agreements, outsourcing contracts, other types of commercial real estate transactions, and more. Contact us using the form at the left to inquire about engaging us to represent you in your transaction or dispute.

Contract Drafting
Well written contracts are less likely to end up in litigation.
Office Leases and Retail Leases
There is no such thing as a standard office lease or a standard retail lease. If you are looking to rent office or retail space, we can help you understand the costs, benefits, and risks associated with a proposed lease agreement, help you with negotiations to make the deal better for you, and help you decide when the lease agreement is just not good enough so that you should look for another alternative.
Franchises and Franchise Agreements
If you are considering buying a franchise, seek an experienced franchise lawyer early in the process. Don't wait until the last minute.
License Agreements
License agreements can be detailed, complicated, and very important.
Non-Compete Agreements
Non-compete agreements may be unenforceable unless they are drafted skillfully and carefully.
Confidentiality Agreements
Confidentiality agreements have subtle complexities that are easily overlooked, but at the peril of the owner of the confidential information.
Construction Contracts
If you are involved with construction – whether your are a major general contractor or as a family looking to build your dream home – contact us.