Business Contracts Lawyers for Downey, California

Since Section 9, Non-Disparagement, is not listed as one of the sections that "survives termination of this Agreement" it is arguable that once the Agreement terminates pursuant to the termination clause of the Agreement then the Non-Disparagement restriction will terminate as well. If no term is stated in a written agreement then presumably the restriction on disparaging that the parties agree to is not terminated, since the contract did not specify one, and therefore is a continuing obligation of both parties. Damages is another issue though. If the contract does not specify damages if one party breaches the agreement by disparaging the other, then what are the damages? Courts hate to guess at damages so the non-breaching party would have to prove "actual damages". If the non-breaching party cannot prove a loss of business or a lost contract with a client as a "direct result" of the disparaging comment, then the court will not guess at damages so the most the non-breaching party may hope to gain is an injunction against future disparaging comments and an order that such comments be removed from the internet, if that is where the comments appear.

Generally speaking non-competes are not enforceable in California against employees or independent contractors. The situation may be different depending on all the facts if you were an equity owner or partner in the company. Also, when a business is sold, a reasonable non-compete is enforceable against the former owner(s) since they were paid as part of the purchase price for non-competition representations. California has long had a public policy against non-compete clauses against employees and independent contractors since it affects their ability to earn a living. I am not sure what information you have about them "coming after other employees". Note: I don't have all the facts, and this answer is for informational and research purposes only.

Yes, your electronically signed Lead Generation Agreement is legally binding. Electronic signatures have the same legal weight as handwritten signatures under federal laws like the Electronic Signatures in Global and National Commerce Act (ESIGN) and state laws adopting the Uniform Electronic Transactions Act (UETA). These laws specifically ensure that contracts cannot be denied enforcement solely because they use electronic signatures. The key requirements are your intent to sign, consent to do business electronically, and proper record retention—all typically handled by reputable e-signature platforms. Your Lead Generation Agreement is just as enforceable as a paper contract, provided both parties intended to create a binding agreement and the essential contract elements are present.

Dispute resolution under a software agreement or other contract will typically be governed by the terms of the contract. A well-prepared software agreement will include a specific section or other provision saying exactly how a dispute will be resolved. These can (and often should) be very detailed. Sometimes, different types of disputes will have different dispute mechanisms. For example, a dispute over whether a deliverable was accepted may be subject to one approach, a dispute over payment may be governed by another, and a dispute over a claim of a violation of third-party rights by yet a third. Again, it depends on the terms of the contract. Hopefully, your contract includes a clear and specific provision for dispute resolution. If not, then you would default to trying to work it out. If that is not realistic, if the parties are willing to try mediation, that is often far more preferable to a lawsuit, both because it is usually far less expensive, and because it is not public. But, mediation is voluntary and, if the parties don't come to an agreement with the assistance of the neutral mediator, there is nothing from the mediation that can be enforced. That leaves the parties with a lawsuit or, if the parties agree (or if the contract provides for it) arbitration might be used instead of a lawsuit. Arbitration is often (but not always) less expensive. But, it will be confidential, whereas a lawsuit is a public matter. My dispute resolution provisions often include a stepped approach. Before a party is entitled to sue or initiate arbitration, they have to try to work it out between themselves for a specified period of time. Failing that, often I provide that mediation must be the next step. Only after that, if resolution by mediation fails, is arbitration or a lawsuit permitted. A good dispute resolution provision should include a number of other provisions, including: governing law, location of the proceeding (venue), forum (e.g., federal or state court, or AAA or JAMS as the arbitrator), number of arbitrators if applicable, rules of evidence and other rules in an arbitration if applicable, waiver of procedural defenses to venue and forum, a "loser pays" provision (or not), possibly a cap on "damages" (money the loser must pay), a contract-based statute of limitations, a finality provision (no appeals allowed), how and where an award under arbitration can be enforced ... among other considerations. Also, in many cases you will want a carefully prepared "equitable remedies" provision that is separate from any other dispute resolution provisions. This would allow a party to go to a court to ask the court not for money, but for force the other party to do or not do something. This often covers things like confidentiality, non-disparagement, indemnification, misuse by one party of property owned by the other, or other situations where payment of money is not applicable or won't be enough. Finally, these days, it is not a bad idea to include a specific provision allowing remote proceedings during any time and place where governing authorities have declared a health emergency related to a contagion ... or even just where an in-person proceeding can fairly be substituted with technology like Zoom to help keep costs down and otherwise for general convenience of the parties and "judicial economy."

While unsigned contracts can create uncertainty, your commission agreement may still be enforceable despite lacking the company's signature. Courts often recognize contracts as valid when parties act as if an agreement exists. Your performance (bringing in clients) and the company's acceptance of those benefits (receiving sales) creates an implied acceptance through conduct. This falls under legal principles like part performance and estoppel, which prevent companies from benefiting from your work while avoiding payment obligations. You likely have a strong claim to enforce the commission terms, especially since you've already fulfilled your obligations and the company has accepted the resulting benefits.