Business Contracts Lawyers for South Bend, Indiana

I suggest you consult with an attorney. However, some items to include in the force majeure include pandemics and governmental regulations and ordinances.

A business might use a non-disclosure agreement (sometimes called an "NDA," a "Confidential Disclosure Agreement," or a "CDA") to prevent others from disclosing its confidential information. Confidential information includes the business' trade secrets, as well as other proprietary information that does not constitute trade secrets. Generally, there are two main types of non-disclosure agreements. In a unilateral non-disclosure agreement, one party agrees not to disclose the other party's confidential information. In a mutual non-disclosure agreement, both parties agree not to disclose each other's confidential information. It is usually best to execute a non-disclosure agreement prior to the disclosure of confidential information. Disclosed information cannot be un-disclosed. Also, a party that has already received confidential information without restrictions might have little to no incentive to sign a non-disclosure agreement after the fact. For advice on or assistance with a non-disclosure agreement, speak with a knowledgeable business contract attorney. Good luck!

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."

A North Carolina business purchase agreement typically includes due diligence. During due diligence, the buyer has the opportunity to explore the deal and investigate the business to be purchased. The buyer is usually allowed to terminate a business purchase agreement during the due diligence period simply by providing proper notice to the seller. Upon terminating a business purchase agreement during due diligence, the buyer is usually not entitled to a refund of a due diligence fee but might be entitled to a refund of a deposit. There are also several other termination options that could be included in a business purchase agreement. To avoid conflict and confusion, ideally, a contract should clearly articulate how it can be terminated. If you need assistance with a North Carolina business purchase agreement, you might consider consulting with a knowledgeable North Carolina corporate attorney. Good luck!

A business that wishes to protect its sensitive or confidential data has several options. Numerous types of agreements or contracts (or clauses or provisions) can help a business protect its data, including those that focus on confidentiality and/or non-disclosure, privacy, or publicity. For a business that is contemplating hiring a consultant who will have access to sensitive or confidential data, the first step is typically to have the consultant sign an agreement protecting that data before granting the consultant access to it. A knowledgeable attorney can assist with review, negotiating, or writing agreements that protect a business' sensitive or confidential data. Consult with a North Carolina attorney who can help you tailor the agreement to comply with North Carolina law and meet your specific legal needs.