Contract and Agreement Preparation

• Purchase/Sale Agreements
• Employment and Severance Agreements
• Nondisclosure, non-circumvention, non-compete, and non-solicitation agreements
• Shareholder and LLC Operating Agreements
• Vendor/Customer Agreements
• License Agreements
• Distribution Agreements
• Royalty Agreements
• Commercial and Residential Lease Agreements
• Non-Competition Agreements
• Confidentiality Agreements
• Joint Venture Agreements
• Consignment Agreements
• Employee handbooks
• Buy/Sell Agreements
• Pledge and Security Agreements
• Promissory notes, mortgages and UCC filings
• Invoice terms and conditions

Business Transactions and Issues

KEL Attorneys can also provide representation in the following areas:

• Buyer or selling assets or businesses
• Acquisition of bankrupt and distressed assets or businesses
• Securities law compliance
• Partnerships, joint ventures, and partner or shareholder relations
• Directors’ and officers’ liability
• Corporate formalities including operating agreements, meeting resolutions and corporate bylaws
• Corporate Governance
• Corporate workouts

Small Businesses

KEL Attorneys provides small to medium-sized businesses, legal counsel across a broad range of commercial endeavors including:

• Manufacturing of retail and wholesale products
• Print and media operations
• Software, construction, healthcare, technology, and many other commercial activities.

We represent a wide variety of small businesses, ranging from brand new start-up companies to the well established. Our firm understands the unique challenges faced by many small businesses, so we strive to provide top notch services as efficiently as possible, to accommodate our clients’ financial limitations. Our practice areas include:

• Developing business plans and legal strategy;
• Preparing and filing formation documents with your State;
• Preparing corporate formalities (bylaws, resolutions, stock certificates, etc.);
• Protecting intellectual property by filing copyrights and trademarks;
• Preparing customer agreements, invoice terms, distributor agreements, website terms and conditions and privacy policies, employment agreements, manuals and related documentation;
• Assisting with collection of accounts receivable;
• Reviewing financing documentation for commercial and business loans;
• Providing general commercial law advice and guidance;
• Preparing and negotiating joint ventures.

If your are currently in the process of any of the following, KEL Attorneys can assist you…

• You are organizing a New Business.You may have considered using a do-it-yourself incorporation kit in order to save some money; however those that go this route often overlook or fail to understand the application of various laws that must be observed. When this happens, fixing the problems that result will usually be much more expensive than hiring an attorney to organize your business from the outset. When forming a corporation or limited liability company (LLC), you must properly capitalize the company, follow the legal formalities and properly manage all documents and agreements. If not done properly, your liability protection could be lifted and you could be held personally liable for claims against your business (this is known as “piercing the corporate veil”). You must also ensure that your company complies with all legal requirements, or it is at risk of becoming suspended. KEL Attorneys can help you decide which type of business entity is right for you and can prepare and file all the necessary documents for your business. In addition we can provide information on business licenses and can issue share certificates, with proper legends.

• Hiring your First Employees.Employee disputes and lawsuits often occur because the company failed to clearly define the employment relationship from the very beginning. Our firm can prepare all employment contracts, invention assignment agreements, non-disclosure and non-compete agreements, and can advise you on all of the common pitfalls that can lead to highly expensive employee disputes regarding intellectual property and equity ownership.

• Offering or Issuing, Stock, Options, Warrants or Convertible Notes. The registration of stock and security offerings and the preparation of the disclosure documents can be a very timely and expensive ordeal, due to the fact that they are so heavily regulated by both state and federal securities laws. Our firm can advise you on these securities laws and can normally structure the offering so that your company can qualify for an exemption to registration. In addition, we can help prepare and review all disclosure documents.

• Planning to Create and Develop New Products and Services.It is important to protect the ownership of all of the company’s intellectual property, including inventions, patents, trade secrets, trademarks and copyrights; and our firm can assist you with this protection.

• Launching New Products and Services to your Customers or Clients.When selling products or services, you are able to set the terms of the underlying contract, which many companies do not take full advantage of. Our firm can prepare product, sales, and service agreements that you can present to your customers. We will draft these agreements to address your specific business needs, in language that helps protect your interests.

• Entering into Third Party Contracts.Third party agreements such as leases, supplier, distribution, license, and joint venture agreements, and other contracts drafted by third parties; are often one-sided in the other side’s favor. Our firm can prepare and review these contracts, add protective measures, look for problem areas, and prepare amendments and addendums to the contracts.

• Seeking to Resolve Internal Disputes.Disputes among co-owners, partners or shareholders, and other key employees can wreak havoc on a business if left unresolved. Our firm can advise you of your legal options and offer ways to help resolve these types of disputes.

• Acquiring Another Business.Taking over another business involves a great deal of business, tax and legal issues, as well as due diligence and agreements that protect your interests. Our firm can structure an acquisition in an appropriate manner, investigate unforeseen liabilities and risks, negotiate the terms and fully document the transaction. In addition, we can assist you in securing key personnel, intellectual property, assignment of the acquired business’s contracts; all while complying with regulatory and contractual requirements.

• Selling all or part of Your Company.Selling a company also involves a great deal of business, tax and legal issues that affect the directors, officers, shareholders, employees and customers. Our firm can advise you on your duties to all of these groups and we can help you structure the transaction and the terms, so they are the most favorable for you. We also have a great deal of experience with regard to tax consequences, restricted stock transferability, earn-out provisions, as well as employee contracts and non-compete provisions.

• Dealing with the loss of key personnel.The loss of key personnel can be quite damaging to a small business. It can be the result of a number of scenarios including death, disability, illness, retirement, voluntary departure or termination; and without a succession plan in place, the future of the company could be put at risk. Our firm can advise you on how to address these contingencies as well as prepare a buy-sell agreement, shareholders agreement or employment agreement to address these concerns.

Contact us today for a Free Consultation or for more information regarding your small business matter.