by: Peter Cusimano
Business Lawyer - Barrister & Solicitor

In order to succeed, a business often has to enter into an agreement with another businesses. For example, types of agreements may include:

• Purchase and Sale Agreement - for use if you are buying or selling a business
• Distribution / Supplier Agreement - for use if you are a supplier or want to purchase from a supplier either products or services
• License Agreement - for use if you have certain technology or intellectual property that you want to license to another party or that you want to license for use
• Joint Venture Agreement - for use if each business brings to the table certain services or products and combined both parties operate a venture jointly
• Lease Agreement - for use if you are leasing a commercial premises either as tenant or landlord
• Services Agreement - for use if you are either supplying or purchasing services

In each type of agreement, it is important to have the agreement properly reviewed and negotiated to ensure that the agreement is consistent with the understanding that you have as to the benefits you will obtain and the obligations you have to fulfil.

You may be able to deal with the business aspects of an agreement, but often times, agreements contain complex provisions of a legal nature that may be difficult to fully understand yet at the same time impose unreasonably obligations or burdens on you. Alternatively, some provisions may limit the benefits you are expecting and may also limit your ability to protect yourself or your ability to take action against the other party in the event that the other party does not do what you expected them to do.

It is important to have a lawyer assist you in the review and negotiation aspect of the review of a contract/agreement. If you do not have a lawyer, then you will save time and money if you have a business lawyer prepare the contract/agreement for you so that you know it will be properly prepared and so that you can focus on your business.

When reviewing and negotiating a proposed agreement, a business lawyer will usually look for or at all of the following:

• Parties: determine if the parties who should be included in the agreement are properly listed
• Obligations of Parties: examine your obligations and the obligations of the other party - are your obligations more than you understand them to be, or are the obligations of the other party inadequate for what you were expecting to receive
• Payment Terms: are the payment terms properly identified
• Special issues: to deal with any unique particulars about your agreement
• Legal remedies: to deal with problems that may arise in case the other side does not do what they have promised to do
• General Legal terms: common provisions that should be included in the majority of contracts/agreements
• Schedules: to determine if any schedules are required or if they are adequate and clearly written

If the other party has a lawyer, I will contact the other lawyer and discuss any issues with the other lawyer.

As a business lawyer, I deal with agreements/contracts every day for a wide range of businesses. If you wish me to review and/or negotiate an agreement with another party, feel free to contact me today to discuss the legal needs of your business to get started.