Continued from The Business Contract – Part Two. Integration Clauses: The integration clause states that the written contract entered into by the parties is their entire agreement. A typical clause reads: “This Agreement constitutes the entire agreement between the parties with respect to the subject matter of this Agreement…
Continued from Basic Business Contract Provisions – Part One. Mediation/Arbitration Clauses: Mediation and arbitration are alternative methods of conflict resolution. ADR (“Alternative Dispute Resolution”) has grown in popularity of late especially with judges. For the most part, ADR relieves pressure on overcrowded courts, reduces litigation costs and results in faster…
It’s probably not too far of a reach to say that most San Diego business owners would prefer closing their deals over a hand shake rather than involve their attorneys in another contract negotiation. Attorney fees alone are enough to convince even the most seasoned business owners to try and…
Continued from Part Two. Paragraph 6 – Security Deposit: From the landlord perspective, it is a good idea to include lease language wherein the tenant waives its rights under Civil Code §1950.7 allowing the landlord to apply security deposits toward future rent. Paragraph 7.4(b) – Removal and Surrender: Under the…
Continued from Part One. Paragraph 4.2 – Common Area Operating Expenses: The AIR lease includes a comprehensive list of common area operating expenses which tenants are responsible for. The list includes property management fees. While property management fees are common in commercial leases, the AIR lease does not set any…
In the San Diego commercial real estate market, these days it is relatively common for landlords to ask prospective tenants to enter into a standard AIR (American Industrial Real Estate) commercial lease. The AIR standard lease was drafted by the AIR Commercial Real Estate Association with the intention of balancing…
Continued from Due Diligence When Purchasing a Business – Part One. It’s also important to be certain about the extent of the company’s additional obligations. Is there a lease? What is the rent? Are there common area maintenance expenses? What is the term of the lease and are there options…
The process of investigating a business for sale is commonly referred to as “due diligence”. In layman’s terms, “due diligence” is essentially the exercise of common sense, and it is the difference between the beginning of a successful venture and a complete disaster. Proper due diligence requires a thorough evaluation…
In this writer’s experience, the most common cause of business failure is the lack of a written agreement between partners. No one ever enters into business with a friend or trusted associate thinking that the deal will collapse around them. Yet, business relationships routinely run into difficulties, and without a…
San Diego businesses typically invest significant resources in the development of customer lists, but often fail to adequately protect them. Companies may believe that such lists are automatically protected “trade secrets”. However, without affirmative steps designed to ensure that confidential lists fit within the definition of a trade secret, customer…