C Corporations

This Form is an Agreement by two parties to allow the exchange of proprietary information between them, but to prohibit the disclosure of such information to third parties.

This Form is a Form of a Merger Agreement between three corporations. It is sometimes called a “triangular” merger, since Company A is merging with Company C, which in turn is owned as a subsidiary by Company B. When the transactions are completed, Company C will cease to exist, Company A will have acquired the controlling shares of Company B by virtue of its takeover of Company C (note that prior to the merger, Company B and Company C exchange their shares of stock) and Company A is the surviving Company.

This is a Form of a Purchase Agreement for a retail business. Issues such as inventory, accounts receivable and payable, condition of assets, lease of premises, etc. must be addressed in this Agreement. The parties should consider whether, as here, a non-competition clause should be addressed.

This is a Form of Asset Purchase Agreement for a radio station property, including the licenses for the station, all of its contracts, leases, real property, transmitter and antenna site, its supplies, intangible assets, etc.

This is a Form of corporate by-laws for a corporation incorporated in the State of Delaware. The Form contains the material required by Delaware law regarding stockholders, directors, officers, governance of the corporation, etc. If desired, references to Delaware law could be removed from this Form and it could be adapted to be used in other States.

This Form is a set of By-Laws of a professional medical corporation. The key difference between this Form and a set of by-laws of a non-professional corporation is that here, all of the directors and shareholders must be licensed doctors. Persons who are not licensed doctors are prohibited from serving as directors of the corporation.

This is a Form of a Commercial Property Lease Agreement. It is the lease of a restaurant property that is located in a larger property owned by the Landlord, such as a shopping center or a mall. The Lease is a net lease.

This Form is a Confidentiality Agreement that may be used in various situations, including as a preliminary document to be signed by two companies seeking to engage in a joint venture or to share know-how and technology or to merge, as well as in situations where an individual is hired as a consultant for a particular project or is being interviewed as a prospective employee.