Contracts, Agreements & Commercial Transactions

Essential to almost any business, contracts and agreements affect almost all commercial transactions—sometimes even when the parties don’t know they exist. Lanier Ford’s attorneys are experienced at drafting, reviewing, and negotiating contracts for a variety of parties in a variety of business pursuits, including contracts involving the following:

• Sales of land.
• Leases of commercial real estate, residential real estate, and farm land.
• Buying and selling businesses.
• Insurance policies.
• Financing agreements, notes, and installment agreements, sometimes involving suretyship and guaranty.
• Sales of securities.
• Bailments (involving the safekeeping of property for others).
• Employment contracts, especially nondisclosure agreements and covenants not to compete.
• Shareholder agreements.
• Partnership agreements.
• Operating agreements for limited liability companies.
• Marriage agreements (both prenuptial and postnuptial).

Here are a few of the specialized contracts Lanier Ford attorneys have drafted or advised about.

Contracts for the Sale of Goods

The Lanier Ford business lawyers are well acquainted with the provisions of the Uniform Commercial Code (UCC) and its effect on business transactions. This type of contract typically has unique provisions concerning risk of loss, inspection of goods, indemnity, and express warranties. In addition, the UCC may recognize implied warranties.

Technology Development Contracts

Companies are increasingly partnering with others in joint ventures and strategic alliances. Although often mutually beneficial, ownership of the resulting technology and intellectual property from these alliances often go unaddressed. Technology development contracts can address these concerns by properly documenting the parties’ respective contributions of initial technology and allocation of the resulting developments. Drawing on both their industry and legal experience, the intellectual property attorneys at Lanier Ford are uniquely qualified to assist clients in drafting and negotiating technology development contracts to protect their valuable intangible assets.

Manufacturing Agreements

Regardless of whether it’s a one-time purchase or the development of a vendor-managed inventory system, Lanier Ford technology lawyers are experienced in addressing the many issues that arise in manufacturing agreements and supply-chain management, such as—

• Specifications and other terms of performance.
• Warrants of merchantability.
• Inspection, testing, and sampling requirements.
• Disposition of non-conforming items.
• Shipping and delivery issues and terms.
• Time-of-acceptance provisions.
• Indemnification for violation of patent and other intellectual property rights.
• Non-disclosure provisions.
• Insurance coverage and clauses dealing with allocation of risk of loss.
• Written or electronic notice provisions.
• Delegation of duties of performance.
• Assignment of rights.
• Payment terms and methods.
• Method of dispute resolution (including arbitration and mediation clauses).
• Choice of laws, choice of forum, and other so-called boilerplate provisions.

See related service areas:

• Licensing
• Joint Ventures & Strategic Alliances
• Employment Contracts
• Franchises
• Breach of Contract

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