Professional Associations

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 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 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 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.

This is a form of Consulting Agreement to be entered into by a business entity and an individual for the performance of consulting services. The Agreement may be modified to indicate with specificity the type of services to be rendered. The method of compensation of the consultant in these Agreements may vary.

This is a Form of Consulting Agreement to be used in a situation where the Consultants have just sold their business to the Company as the purchaser. Several issues may be addressed here: the Company wants to retain the availability of the Consultants for their know how, familiarity with clients and customers, etc.; there may also be a tax concern – if the purchaser pays for the ownership interest of the sellers, the sellers may have capital gain, and the purchaser may have an asset that cannot be depreciated – or only depreciated over many years.

This is a Form of Consulting Agreement in which the person who will be performing the consulting services is an employee of another Company. Accordingly, the Company is hired as Consultant, but the particular desired individual is named as the Designated Representative and made a party to the Agreement.