It’s ironic that one of your business’s greatest assets can also be one of its greatest threats. Key employees–those who have expertise and knowledge that is critical to your operations–can certainly help your business flourish. But when they leave your employ and take your strategic plans, financial information, trade secrets or customer lists to your competitor, they can significantly jeopardize your success.

That’s why many companies consider noncompete agreements a form of business insurance: they provide some protection against the loss of highly confidential, strategic, operational, financial and other proprietary information, and they offer some legal recourse should a key employee leave to work for a competitor.

When deciding whether to use noncompete agreements, think about your goals. You must have a legitimate business reason for asking employees to sign these agreements. It’s helpful to ask yourself how much such key employees could damage your business if they went to a competitor. Would they have strategic, operational, financial or other proprietary information to share? Could they take your customers, clients or trade secrets with them?

Be selective yet consistent when determining which employees should sign noncompete agreements, and remember they must be used uniformly among employee groups. If, for example, you own an advertising agency and ask an account executive to sign an agreement, be sure to ask all account executives to sign one. But it may not be necessary, or reasonable, to ask support or custodial staff to sign one.

If you want to use noncompete agreements, keep in mind that they must be supported by ‘consideration’ for the employees who sign them. Consideration means that there must be some financial or other benefit to employees for signing them. If the agreement is introduced at hiring, the benefit for the employee would be employment. If the agreement is being introduced to an existing employee, the benefit may be for a significant promotion or raise.

Noncompete agreements should include three key elements. First, they should place reasonable and clear restrictions on the employee. For example, a key salesperson should agree to return all company materials on termination, including not only customer lists, but also product and pricing information.

Second, they should include nondisclosure language, wherein employees agree not to share information learned from their employment with other employers. That’s especially critical when trade secrets, trade practices and patents are essential to your business’s success.

Finally, noncompete agreements should include restrictions on subsequent employment, including both narrow geographic and time limitations. A good rule of thumb is that noncompete agreements should be limited to a maximum of two years (depending on the facts of employment) and a 25-mile radius from the employee’s primary place of employment.

This last point is where many agreements become unenforceable. Courts strongly disfavor noncompete agreements, and there are statutes that limit their nature and scope, saying they are enforceable only if they impose restrictions that are “reasonably necessary for the protection of the employer.” In determining whether your agreement is enforceable, Wisconsin courts will want to see that the agreement allows the employee to continue working in his or her profession elsewhere. The object is to strike a balance between what’s necessary to protect the business and the employee’s right to work.

It’s important to note that in Wisconsin if any portion of a noncompete agreement is not enforceable, then the entire agreement is unenforceable, even the portions deemed “reasonably necessary.” So if your agreement establishes standards for termination and you terminate the employee in violation of the terms of the contract, you will be in breach and the entire agreement will be considered unenforceable.

The goal with noncompete agreements should be to protect your business, not to punish employees who leave it. If your agreement is reasonable and fair, you’ll have a much easier time getting employees to agree to it as well as getting courts to enforce it.

By: Michael L. Stoker

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Leasing forms are generally used by property-holding individuals or businesses that want to lend or rent that property to consumers or other businesses. In this instance, the term “property” can mean anything from boats and cars, to houses and commercial real-estate. A lease agreement – as you’ll see in the sample lease form information below – outlines specific terms and conditions that will govern the leasing arrangement. This article will take a look at one specific sample lease form – a vehicle leasing agreement.

Car lease agreements allow consumer to essentially enter into a long-term rental contract. In this sample, the consumer agrees to abide by several stipulations (as we’ll see below) in exchange for the right to drive a vehicle that is purchased and owned by another individual or business. There are several points of agreement that the consumer must consent to before the lease agreement is approved. Here are a handful of sample lease provisions that must be agreed to before a vehicle lease can move forward:

* The MSRP or Manufacturer’s Suggested Retail Price for the vehicle in its current condition (whether new or used or previously leased)

* Optional Equipment Costs – these can include upgrades to the vehicle, similar to what you’d expect when buying a car

* Taxes, Title, License – similar to a vehicular purchase agreement

* Fee for acquiring the lease (Acquisition Fee) – standard with all vehicle leases, a fee for the opportunity to enter into the lease as an alternative to buying a car

* Refundable security deposit – as it states, a deposit amount that is to be refunded upon the car’s return at the end of the lease term

* Optional Insurance/Warranty Items – costs that can be added to the lease agreement

* Excess Mileage Charge – standard on nearly all vehicle lease agreements; a charge incurred when the consumer puts too many miles on the vehicle, counter to the lease agreement

* Excess Wear and Tear – additional charges for wear and tear to the vehicle beyond what is commonly accepted for the stated lease duration

As these sample lease provisions might indicate, a vehicle lease agreement is a very detailed document that makes specific demands upon the leasing company or individual, as well as the consumer.

As with nearly all lease form agreement (vehicles and otherwise), different states have different requirements that must be adhered to and/or agreed to by both parties. It is a good idea to check with a local auto leasing office if you want more information about your state’s rules and procedures for leasing a vehicle. The sample lease information discussed above is a general outline of most vehicle lease forms, and should not be considered exhaustive by any means.

By: James Kahn

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If you are a vendor or in the vending business, there are instances that you may need a vendor agreement form. An agreement form serves as a written protection between two parties. You might be having an agreement with your customers or your suppliers. This means that you will be having a customer/supplier business transaction. Vendor agreements are straightforward especially when your business is small and you have few products or services on sale.

Good forms describe the terms and conditions using very clear and concise language. To write a good vendor agreement form, you should follow several steps. First, you should indicate the dates in the first page of your vendor agreement and indicate the address of the two involved parties in the agreement. Secondly, to show that your company is legally allowed to sell the products and services involved in the agreement, it is important that you explain your vending licensing within the agreement.

To come up with good forms, you also need to outline all the expectations from the vendor before writing the actual form. These expectations may include prices, taxes, delivery dates, compensation, paying modes and periods, etc. Thirdly, state them in a way such that the price you expect matches with other customers in your portfolio. You should indicate the manner that you and your client have agreed to deal with the tax imposed on the products and services you provide on the vendor agreement form in clear terms.

Fourthly, ways in which you wish to make your deliveries for received orders should be clearly stated. How the customers communicate the orders and how the orders are paid for is yet another requirement of good vendor agreements. In fact, the vendor’s agreement should meet any of the agreed terms of credit and credit settlement procedures.

By: Stanley Hardin

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For both landlords and tenants, there are things that you should know about rental agreements. The more you know about them, the better off you will be if there should come a time when you need to settle a tenant/landlord dispute.

The Rental Agreement or Lease is the main document and what will dictate the legal relationship between the landlord and the tenant. It will contain all of the important matters as to how the legal relationship is to be conducted. Any rental or lease agreement should be clear, and it should spell things out so that there is nothing left to chance or interpretation.

Any good attorney will try to make the agreement seem as if it does not say what it actually says, so you have to be clear, write everything out, and include:

How long the rental agreement is going to last, which is usually a one-year period, with an option to renew at the end of the agreement.

The agreement should also include how much rent is to be paid, the deposits that must be paid, and the date when the rent is due. It should also clearly state the grace period after the rent is due, and what will happen if the renter is late, including late fees for each day that the renter is late.

You may also want to include how the rent is to be paid, which could be by mailed check or done through a bank deposit, or whatever other manner it is to be done. If you will only accept checks mailed to your office, then you should put that in the rental agreement.

The rental document should also detail the number of people that may live in the unit, and what will happen if the renter should happen to violate this part of the agreement.

Any rental or lease agreement should also include who pays for the utilities, whether pets are allowed, if the tenant may sublet the house or apartment, and specify when and how the landlord may access the rental unit.

There should also be a clause which states who is responsible for attorney’s fees if there is a lawsuit or court dispute. If you are a landlord, you should consult legal counsel the first time you try to draw up a rental agreement so that you can avoid making mistakes. Once you have gained some valuable experience, you can try to draw up the documents yourself.

Although most states will enforce oral or spoken agreements for a certain period of time, rental or lease agreements should always be in writing. Oral agreements are quite easy, of course, but they are very informal, and they will often lead to disputes because nothing is in writing.

If a landlord expects the tenant to abide by the terms of the agreement, the landlord must also be expected to comply with the law, and meet his/her responsibilities. If a dispute cannot be settled by the parties, many states have set up landlord/tenant courts in order to take care of the disputes. This is where it is important to have a written document which verifies either side of the argument and helps to make matters clear.

By: Marco D Benavides

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In this digital age using music in web-based presentations, business applications, products or services has a number of legal implications for you and your business. Minimising copyright issues can be relatively simple and a little knowledge about music licensing can set you off in the right direction and keep you safe for the future.

This two-part article will provide a basic understanding of music licensing and the royalties included in a license agreement. It will serve you well when licensing music and is a starting point for more in-depth research.

What Is A License And Why Is It Needed?

Put simply, you need a license in order to use music legally. Whether you are using music at home or in a commercial project it will require a license. In the example of home use, the CD you buy from a music store is a license to listen for your own personal pleasure. You are not able to reproduce it or broadcast it in any way.

If you wish to use music as part of your business or in a commercial project you will need to get the relevant licenses depending on your usage. The fee you will have to pay will vary depending on the scope of your project and whether the music is mainstream.

Arranging clearance to use mainstream music can be a complicated process and can require a large budget. In comparison, using original music from an independent composer is less complicated to license and can easily fit into your budget.

Basic Parts Of A Music License The Agreement

When you purchase a license you are paying a fee to have certain rights assigned to you for a defined period. This is subject to the terms and conditions of the agreement. Your agreement will detail where and how you can use the music and will also point out the limits or restrictions of the license. The copyright does not become yours, it remains with the composer – you have only been assigned some of the rights.

Exclusivity

Music can be licensed on an exclusive or non-exclusive arrangement.

An exclusive agreement means that you are the sole user during the life of the agreement and nobody else can use it for the same purpose.

Non-exclusive usage means that anyone can license the music at anytime.

Territory

Music is traditionally licensed within certain territories of the world. This is because the royalty collection societies tend to operate within their own country rather than globally.

Recently, there has been an increase in digital delivery of music with agreements covering worldwide use that bypass the royalty collection societies.

Strange but true, some license agreements even make provision for intergalactic use!

Term

The term is the period of time that you are able to license the music for. This can be from as little as one day or as much as 100 years.

Synchronisation Rights In order to include music in a product or production you have to pay what is known as the synchronisation or sync fee. There are no standard prices set by the industry for a sync fee and the fee can be open to negotiation.

Mechanical Royalty

The mechanical royalty covers the number of duplications you wish to make of your product. The mechanical royalty collecting societies have set rates for these, however, some composers / companies are now starting to use digital delivery and will license music directly without using the collecting societies. This can get you a better deal and give you the rights to produce a specified number of reproductions within the license agreement.

Performance

Performance royalties are due anytime music is broadcast on websites, TV, radio, podcasts, etc, or played at public exhibitions, events, public houses etc.

Quite often a license agreement will exclude coverage of these, making it the responsibility of the person or company broadcasting the music. This involves paying an additional fee to the performance royalty collecting societies. Many Royalty Free licenses operate in this manner.

There are occasions where a company or composer will cover the performance element in the license fee you pay, but you have to be clear about this, either by negotiating with the composer or checking the small print before purchasing.

Conclusion

Music licensing is a lot simpler to understand once you know the basic components of an agreement and what they actually cover.

Part one of this article should have given you a good basic knowledge of licensing agreements. Part two explores the options available to you as a music licensee.

By: Lee Pritchard

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If you are planning to build your own home, the entire process can be extremely overwhelming. There are very few projects you or anyone else can take on that are more stressful and more prone to problems. One of the most dizzying aspects of building your own home is having a grasp on all of the legal agreements and contracts that you will need to enter into to get the job done. One contract that you will need to have a working knowledge of is a construction loan agreement. Let’s take a look at what a construction loan agreement is and why having one is so important.

To put it simply, a construction loan agreement is made to any individual, business or group who needs to raise funds for a major building project. It could be something as simple as a single family home or something as complex as a shopping mall. The agreement itself is fairly simple in terms of how complex it is. Every day, there are tens of thousands of these agreements signed in the United States by families looking to build their first home and by businesses looking for that next great investment.

The construction loan agreement is a short term loan agreement. These types of loans are never made for permanent financing of a project, but simply to help progress construction along or to help finance the initial groundbreaking. They are often repaid quickly with funds from the permanent financing option within only a few months.

While it is possible to get a construction loan agreement without permanent financing, almost all individuals and businesses get loans like these after permanent financing has been approved. Unlike many other types of loans, the entire loan amount is seldom released all at once; instead, the necessary funds in the loan are divvied out when needed to help keep construction progressing forward. This helps individuals from squandering much of the loan or spending more of it then they need to. If a business is seeking a construction loan agreement, most banks require personal guarantees for the loan to move forward.

The maximum term on a construction loan agreement is only 12 months, which puts pressure on the borrower to repay the loan as quickly as possible. The interest rate for these types of loans is plus 1 percent of prime and is adjusted monthly. For these types of loans, borrowers are completely responsible for all third party costs and points can be bought with these types of loans to keep long term costs down.

When it comes to drawing up a comprehensive and reliable construction loan agreement, clarity is the main goal of every good document. The biggest challenge you’ll face is defining the terms and conditions so that both the borrower and the lender agree upon the final set of terms. While a general construction loan agreement template can sometimes be used, each individual loan is often utterly unique and a completely original agreement is often needed.

By: Mark Warner

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Lease agreement is generally a long term rental contract lasting for 5-10 years depending on the mutual terms and conditions between the tenant and the landlord. There are different types of template based on whether the property is residential or commercial.

Although there are many elements that are same for both residential and commercial property, there are few differences that set the two lease agreement apart. It is therefore important to guarantee that right agreement template is selected to protect the interest of the property and avoid any dispute whatsoever in the future.

Commercial lease are often longer compared to a residential lease and will list down several people that may include the landlords, the investors, the tenants and any other person who has a stake in the property. It is also important that all the terms of reference in the lease are clearly spelt so they are less prone to court disputes. Initial investment of time and energy to select the template will reduce the chances of any problem later on. Templates for commercial lease agreement are available online to find the one that is suitable for a given property.

An agreement of residential property is simpler compared to commercial one. It does not involve multiple stakeholders as in the case of commercial property. It is therefore far less prone to dispute as less number of persons involved in it and the terms and conditions have been clearly sorted out initially during the agreement. Templates for residential lease agreement are also available online and one can download these and customize them as per their needs.

So whether it is commercial property or a residential one it is important to find the right kind of lease agreement template. This is to ensure that the property is in right hands and taken care of very well.

By: Stanley Hardin

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People usually think that they can only accept the terms predefined on personal loans and ignore that most lenders are willing to negotiate the terms on their loans up to some extent. But when it comes to friends, the situation may get a bit awkward. Yet, it is important to establish terms even if no interests are charged. Following are some tips on how to deal with a lending link between friends or family members:

Document Any Type of Agreement

It does not matter how close you are to the people your are lending too or you are borrowing from. Any type of lending agreement should always be documented. Spoken agreements tend to cause problems and confusions. One may honestly think that something was said when it was not and the opposite can also be true. But if the agreement was written, there will be no doubts as to the clauses of the settlement.

Moreover, if any kind of conflict should arise, the written agreement can be used to solve any debate or argument about the terms of the loan. So remember, regardless of who you are lending to or who you are borrowing from, you should always write down a loan contract specifying the loan amount, interest terms (if any), repayment schedule, collateral, and any other conditions you think that should be kept in record.

Include Some Kind Of Collateral

If you are going to lend money or borrow from a friend or family member there should be some kind of asset pledged as collateral. It does not matter if the object or property does not have a significant value as long as it has some value for the borrower (even emotional value). If the object is movable like jewelry, clothing or an adornment, the lender should take possession of the asset till the loan is fully repaid.

If the borrower needs the object for any reason, then just like with regular personal loan contracts, the collateral must be replaces with another object. Therefore it is important to include this clause in the written agreement to make sure both parties are protected by the loan terms. Moreover, any replacement of the assets used as collateral should be stated in written too to avoid future arguments about the subject.

Work On The Reasons For Needing Finance

If the one who needs to borrow is a loved one, you probably want not only to assist financially but also to help him or her avoid future financial difficulties. It is a smart idea to include as a condition for the loan, the creation of a monthly budget. Learning budgeting techniques will contribute to maintaining healthy finances since it implies controlling both the income and the expenses of the borrower.

Though this may sound as an excessive imposition, it is not really so, especially when the loan does not include interests. If the borrower is committed to protecting the relationship that ties both parties together and also to benefit from this financial assistance, keeping a monthly budget will not seem a burden but an excellent tool for solving the financial problems that motivated the sudden need for funds.

By: Hilary Bowman

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During a divorce, detailed negotiations over marital assets and debts usually occur. The goal is to craft a settlement between the parties, who each hope to get the “better half” from their former better half. Mediators or divorce lawyers on each side work with the parties to help reach an agreement. The best agreements allow each party to feel as though they have gotten the better deal.

A divorce settlement agreement clearly outlines which party receives control and ownership of specific assets and who is responsible for payment of particular debts. During negotiations, each party may make compromises and concessions in order to get more of what they want from the agreement. A spouse may agree to take on a debt in exchange for an asset, or give up a treasured asset in order to ditch responsibility for a bill.

During negotiations, the divorce lawyers of the parties communicate directly with each other. This can eliminate many direct conflicts between the spouses during the divorce. Each party’s lawyer presents offers to the other party’s lawyer on behalf of their client.

The divorce lawyers usually have a great deal of contact with their clients during this time. In many cases, spouses who are willing to make the most compromises are able to reach a suitable agreement faster. Deals that cannot be honored should not be made, but spouses who are able to put bitterness aside in order to come to an agreement are often happier with the process.

Divorcing parties should communicate openly with their divorce lawyers and be realistic about their expectations and abilities. After a divorce settlement is made, it is submitted to the court for approval and generally becomes an order of the court. When the stipulated agreement becomes an order of the court, there may be penalties for violations of the terms of the agreement.

After divorce, ex-spouses must keep up their end of the deal by paying the debts they have agreed to pay. It is important to remember that a divorce order does not alleviate ex-spouses of the legal obligation for payment of a debt if their name and credit are attached. Joint debts may become the responsibility of one party after the divorce by order of the court, but if such a debt goes into default, creditors may still pursue the other ex-spouse for payment.

Additionally, if an ex-spouse has a change of financial circumstances after the divorce is final and cannot pay debts according to the divorce settlement agreement, he or she may file bankruptcy. If both parties are legally responsible for a debt, the bankruptcy of one party may make the full amount of the debt the obligation of the other. This can force the spouse who originally had no problem honoring their part of the divorce agreement to file bankruptcy as well.

When negotiating a divorce settlement agreement, it is important to bring up any concerns you may have about debt responsibility with your divorce lawyer [http://www.totaldivorce.com/lawyers/default.aspx]. If your soon-to-be ex has been financially irresponsible during the marriage, it may not be realistic to expect this behavior to change after the divorce. With this in mind, your divorce lawyer can negotiate accordingly on your behalf.

By: Deborah E Smith

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I have witnessed many home and commercial real estate buyers, paying cheques for new apartments, condos, residential plots, offices and retail spaces in upcoming mixed used developments. Most of the potential buyers sign the Buyer Seller Agreement, without going through the contract, (this is a very common sight especially in India). A Buyer Seller Agreement is an important document while transecting to buy a property. This agreement holds all the clauses, terms and conditions and legal implications, for the buyer and the developer, should there be a default from the either sides. During the process of buying and negotiating to acquire a property, as buyer you should be aware of all the clauses which protect your rights, and the clauses which safeguard the developer. Do not forget, this is your hard earned money, going in some ones pocket. A typical Buyer Seller Agreement is meant to protect the rights of the developer and the buyer. Some of the important point you should consider, before signing on the dotted lines are as under:

1. The time frame of the project
2. The payments terms and clauses
3. Interests, penalty, default charges for a buyer
4. Approvals, sanctions, obtained by the developer to undertake the development
5. Approved layout plans and drawings of the project
6. Title and ownership of the project
7. Is the development being out sourced
8. Is the land clear of loans / mortgages, where the developer proposes to undertake the development
9. Source of funding.i.e. (J/V, equity funded, partnership development etc)
10. Special clauses towards changes in building plans / floor space area etc
11. Clauses on refund of payments in case the development fails or is not completed

There are many more clauses in the Buyer Seller Agreement, apart from the few mentioned above. I have known many people, who invest and buy property availing funds through banks and financial institutions. Believe me, it is a nightmare for these buyers when the developer delays projects for one reason or the other. Sometimes, the buyers are left with no option but to continue living on rented accommodation, also repaying the banks or the financial institution against the home loan. The buyers are left hanging mid way, at the mercy of the developer. This leads to a financial stress on the buyers and should be strictly avoided.

Make sure to read between the lines, it is mandatory for a developer to sign a Buyer Seller Agreement the moment he accepts payments against the property. As a buyer you hold a right to view or demand a copy of all the approvals /sanctions obtained by the developer for undertaking such a project. If you cannot understand the clauses and their hidden meanings, mentioned in a Buyer Seller Agreement, it is advisable to take a legal opinion to understand the agreement and have it explained to you.

By: Prabhmeet Singh

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