Contracts and Agreements

Employment Contracts: Non-Compete Agreements, Non-Interference Agreements, Confidentiality/Trade Secret Agreements | Distributer/Supplier Agreements |
Lease Agreements (Commercial) | Real Estate Contracts | Contracts for Work for Hire | Service Contracts

What is a contract?  At its heart, a contract is an agreement between two or more parties, in other words "If you do this, I'll do that."  A contract is usually a written agreement, but oral contracts exist as well.  Contracts control much of the world's commerce.  There are many, many different types of contracts – real estate, employment, vendor, contractor and sub-contractor, etc., but each contract at its most basic structure simply defines the duties and responsibilities of the individuals or business entities that are making the agreement.  In other words - "If you do this, I'll do that – and let's sign that we each understand what we are agreeing to."

Employment Contracts

Between an employer and potential employee.  Sometimes are signed after employment has begun.  Duties, responsibilities and expectations of employer and employee should be clear to both parties.  The contract should include the terms of employment, pay, benefits, and what happens when someone quits or is terminated.

Non-Compete Agreements

This type of agreement controls how, where, when and whether a former employee can compete against you or your company after his or her employment is over.  For the employee, you will want to consider carefully whether the benefits of employment with this company are worth what you will be giving up afterward.

Non-Interference Agreements

This type of agreement controls whether and when an employee or independent contractor can solicit business from or become employed by your customers when his or her employment is over.  An important consideration when writing this type of agreement is to make clear who is a "customer" or "prospective customer" for purposes of the agreement.  Also important is the restriction on performing the same services for the customer "in-house" as he or she did while employed by or sub-contracting for your business.  Another form of interference to be guarded against is the "hiring away" of current key employees by former employees and/or independent contractors.  All of these forms of business interference can cause substantial damage to profits and productivity of your company.

Confidentiality/Trade Secret Agreements

This type of agreement can protect your company from current, prospective or former employees, sub-contractors and participants or prospective participants in an anticipated joint ventures from releasing confidential, proprietary or trade secret information.  Your company can be damaged substantially if customer lists, processes, drawings, formulas, new products and other information that you or your company have developed gets into the hands of a competitor or is misused for someone's personal gain.


Distributer/Supplier Agreements

Usually between a manufacturer and a company that uses the manufacturer's product for long term supply of equipment or product.  Or between a manufacturer and a company that sells the product to end users.  This type of agreement, if written properly, protects both sides.  Suppliers can be damaged substantially by a sudden drop in demand or an abrupt cancellation of their right to sell the product.  Distributors are in the same boat.  If the manufacturer suddenly decides to halt production, switch distributors or sell the company, distributors can be left out in the cold.  Distributors that spent years building business relationships with users, suddenly are unable to supply the product and must try to substitute another product.  Make sure you minimize your risk of damage and that the provisions involving termination of the Agreement are favorable or at least palatable to your business.


Lease Agreements (Commercial)

Between the landlord or developer and business.  Key terms include duration of lease, expenses in excess of rent, i.e. CAM (common area maintenance), build out expenses, contingencies for appropriate licensing and permits, and personal guarantees.  Believe it or not, snow removal and trash hauling are also items that should be considered because they add to the overhead of your business as well.  What is the landlord offering and is the overall cost associated with the lease?  It is a good idea to have any substantial commercial lease reviewed and evaluated in advance of signing and know what to expect when the lease ends or you terminate it.


Real Estate Contracts

Between the Home Buyer and the Home Seller.  Many realtors in this area use a standard real estate purchase contract developed by the Realtors Association and the St. Louis Bar Association, however, it is important to watch exceptions written into the contract (are they taking their appliances and light fixtures?) and make sure that contingencies are listed clearly, such as financing, home inspection and occupancy permits.

For the Buyer, not having the necessary contingencies written into the contract can leave you no way out if major flaws are discovered in the home or building, or if the appraisal is below the purchase price and your financing is cancelled or more expensive as a result.

For the Seller, you can be left holding the bag if you appear at closing for your new home without a buyer for your old home.  Having a carefully worded contract can make it difficult for the Buyer to back out of the contract for no reason.


Contracts for Work for Hire

Usually between a contractor, such as a roofer and an individual, in this case, a home owner.  Check guaranties, payment schedule and what are your rights if you are unhappy with the work, or the work is not completed.  Although many of these cases can be handled without an attorney at the small claims level of the circuit court in your county, claims in excess of $5,000 should be evaluated for suit by an attorney.


Service Contracts

Usually between an ongoing service provider, such as a lawn service, pool care service, waterproofing company or exterminator.  The provider may show up every month, but your lawn is a mess or your basement is flooded or your house is infested with insects or termites.  Most of these providers work on volume.  Many have unknowledgeable service employees.  Are they really doing what they say they are? 

Notable in our recent successes are several lawsuits against large termite extermination companies.  Our clients were guaranteed that the termites would be exterminated and that their homes were protected from additional invasions, but that was not the case.  The damage to these homes was chronic and substantial.  We can help you understand your rights and try to get redress for the damage to your home.


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