Searching for Legal Agreement Templates?

Need to quickly find sample language for certain types of agreements?  Or do you already have a template or form agreement, and you need to look across millions of legal documents to find specific language to make the form fit the deal you’re working on?

It may be helpful to check out RealDealDocs.com, which recently added another feature to its legal agreements and contracts preview site.  This feature allows you to quickly browse through, by company name, tens of thousands of agreements and contracts that were drafted by top law firms for some of the largest companies in the world.  Being able to browse and Search Company Agreements enables legal and deal professionals to:

• Dramatically cut research and drafting time
• Gain competitive intelligence about the types of agreements leading companies in particular industries have entered into
• See how these deals are negotiated and drafted, usually by top law firms
• Find out which law firms are working with specific companies

The preview site is helpful because it allows you to kick the tires and see at least partial views for specific agreements.  More powerful free search tools, including the ability to find specific provisions from different types of agreements, are available at the main site, www.RealDealDocs.com.  Bottom line - sites like this give you the ability to save time and money while constructing better deals because you can leverage the work from top law firms across the country and around the world.

Our Joint Venture Agreement experience (so far)

We recently formed a joint venture agreement to be able to populate one of our new web properties with several million legal documents, primarily court filings.  Generally, joint venture agreements are typically entered into by larger companies, not small to mid-sized businesses (SMBEs), but we felt this was the most effective way to accomplish our objectives.  Parenthetically, it also functioned to help us resolve some ownership and IP issues around a product which was developed for us by one of our consulting partners.

I’m sure many of you are familiar with the nature and objectives of a joint venture relationship, as opposed to a strategic alliance.  For those of you who are not, here is a quick review of the basics:

A joint venture is a legal entity formed between two or more parties, where the parties contribute equity and agree to an allocation of ownership and control, as well as the revenues, expenses, and their respective responsibilities and obligations.  The joint venture can be for one specific project only, or it can result in an ongoing business relationship.  This differs from a strategic alliance agreement, which is a much looser relationship involving contractual obligations but no equity stake (you can see lots of strategic alliance agreements here).  I should quickly note that a joint venture may be any legal structure (a corporation, limited liability company, partnership, etc.), the determination of which depends on a number of considerations such as valuation, tax, and liability.

OK, so back to our regularly scheduled programing.  We chose to enter into a joint venture agreement for several reasons:

1. We had a great partner we trusted.  I can’t emphasize how important this is, and I can’t say enough about the quality of the team we are working with.  For us, this relationship represents an important commitment around what we hope becomes one of our major web properties. 
2. The relationship provides an excellent way for us to scale up and leverage each of the parties’ strengths.  While we have outstanding technical and engineering resources, the group we JV’ed with has 10-15 years of experience in acquiring and managing the content that we are using to populate this particular web site.  We have built up a very deep bench of marketing and product development expertise in providing legal information services to the legal and other professional service providers, so it’s a great fit.
3. We were able to clearly identify and allocate resources and responsibilities, and we needed a structure which could help us cleanly allocate intellectual property.
4. We both needed to think about a longer term relationship which would provide appropriate incentives in the form of buyout provisions to make sure that everyone was committed to the deal.

So how’s it going?  Great.  We got off to a bit of a slow start, but we’re turning the product loose in the next 60 days or so, and we’re excited about the prospects.  Stay tuned.

Ten Key Provisions for Independent Contractor Agreements - Part 3 of our Updating

Briefly skipping over the important intellectual property ramifications of utilizing independent contractors rather than employees, I wanted to quickly review some of the important deal terms for independent contractor agreements, which are also available on a fully searchable basis at www.RealDealDocs.com.  I’ve also provided links to some recent independent contractor agreements filed by some public companies, such as this independent contractor agreement from an environmental consulting and technology provider based in Canada in addition to the ones found at the sites above.

It is generally good drafting to include the following terms in independent contractor agreements, particularly if your objective is to preserve independent contractor status rather than an employee relationship:

1.   Who the parties are and what is their intended relationship (i.e., independent contractor status)

2.   The services to be provided

3.   Compensation, the nature and timing of which contributes to the determination of independent contractor status

4.   Reimbursement of expenses

5.   Company’s cooperation obligations

6.   An affirmative representation of independent contractor’s understanding of tax obligations

7.   Ownership of work product, with particular attention to the assignment of intellectual property rights, which under statutory law in the US are automatically held by the independent contractor unless specifically assigned to the Company

8.   Confidentiality / non-disclosure and non-solicitation of employees or customers

9.   Termination provisions (the easier the independent contractor can terminate without penalty, generally the more likely an employee relationship is found)

10.   General provisions, including warranties, governing law provisions, arbitration, notices, survival, severability, assignability, indemnification, etc.

I should also mention that you can search here for specific deal clauses and provisions from independent contractor agreements, or from any other type of agreement for that matter.

Determining Independent Contractor vs. Employee Status - Part 2 of Updating our Independent Contractor Agreements

As I mentioned in a previous post on how we are updating our independent contractor agreements, one of the critical determinants is to figure out whether someone is an employee or an independent contractor.  This is important because it determines a Company’s liability to pay and withhold Federal income tax, social security, Medicare, and Federal unemployment tax, as well as potential liability for state based taxes.

Essentially, the tests to determine whether someone is an employee or an independent contractor come down to an issue of control - the more control the Company exerts over the individual, particularly with regard to how the work gets done and how autonomous the individual is in calling its own shots, the more likely the relationship is going to be seen as an independent contractor relationship.

The IRS breaks these elements of control down into three categories in this helpful guide:

1. “Behavioral Control – Facts that show whether the business has a right to direct and control the individual.”  These factors include the specificity of instructions and training.
2. “Financial Control – Facts that show whether the business has a right to control the business aspects of the worker’s job.”  To me, these factors go to how financially independent the individual is in terms of its ability to operate its business of providing services to the Company.
3. “Type of Relationship – Facts that show the type of relationship,” which include such factors as how long the relationship is intended to last, the written intention of the parties, etc.

In addition to the criteria proposed by the IRS, there are a number of common law criteria used in determining an individual service provider’s status with regard to employment, and individual states have their own guidelines for determining an individual’s status.  For example, see California’s guidelines here.

I’ll discuss some very important issues around intellectual propery ownership for independent contractor relationships in a subsequent post.