Contracts Lawyers for Des Moines, Iowa

A termination fee is a payment that one party to a contract pays the other party for terminating the contract before it expires. The general purpose is to compensate the non-terminating party for resources used and/or opportunities missed as a result of entering into the contract that is then terminated early. A well-written termination fee clause will typically include the exact fee to be paid or, if not exact, a clear explanation of how the fee is to be calculated. Additionally, it will include a timeline for the payment(s). Unless the terms of the contract are otherwise contrary to law, the terminating party is presumed to be responsible for paying the stated sum at the stated time. While it is common for a business contract to contain a termination fee clause, a termination fee that is unreasonable under the circumstances is at risk of not being enforceable. However, disputing a termination fee clause can require a lot of the parties' time and money. Before signing a contract with a termination fee clause, all of the parties should be sure that they understand and agree with the clause. If you are considering signing a contract with a termination fee clause, you might have an attorney review it before you sign it. The attorney might even be able to assist you with negotiating changes, if needed or helpful.

To whom it may concern, I would love to assist you and your company. Based on my experience, skills, knowledge and experience in Corporate, Business, Transactional, Real Estate and Intellectual Property Law, I am confident in my ability to assist you with this Upwork contract. I currently am employed full-time as General Counsel for a Bioengineering Company called Fusion Orthopedics. I handle all of the Company’s legal issues, from Mergers and Acquisitions, Corporate Structure, and Breach of Contract suits, to Employment Contracts, FDA compliance, Real Estate Transactions, CC&R creation and compliance and Intellectual Property. That being said, I will need to make sure there is no conflict of interest with the company (I anticipate there being none). I can write the letter for a flat fee of $400. I am eager to learn more about this job and the opportunity to help you. Thank you in advance for your time. Please do not hesitate to contact me if you have any questions. Sincerely, Samuel Rocereta, Esq.

Here’s how you should think about an event space rental agreement before signing. The legal implications vary depending on the venue’s contract and the state where the event is held, but the following are the main areas that tend to carry the most risk. Liability and Insurance Most agreements include indemnification clauses that shift responsibility for injuries or property damage onto you as the renter. This can mean that if a guest slips on a spill or equipment is damaged, you may be required to cover the venue’s legal costs, even if the venue was partly at fault. Look for mutual indemnification, where the venue accepts responsibility for its own negligence. Venues typically require you to carry general liability insurance and provide proof of coverage, with the venue named as an additional insured. Policy limits are often set at $1 million or more. If you’ll be serving alcohol, check whether liquor liability coverage is required. Make sure the agreement doesn’t attempt to make you liable for “ordinary wear and tear,” which isn’t normally compensable under contract law. Cancellation and Force Majeure Cancellation provisions are often strict. Many venues use a tiered refund system, where the closer you get to the event date, the less you’ll recover. Deposits are usually nonrefundable. You’ll also want clarity on what happens if the venue cancels—at a minimum, you should receive a full refund of amounts already paid. Force majeure clauses excuse both parties if unforeseeable events like government shutdowns, natural disasters, or pandemics prevent the event. Courts interpret these clauses narrowly, so if you want protection for specific risks like labor strikes or public health orders, they should be spelled out in the contract. Financial Terms Base rental fees are often only part of the total cost. Agreements may include cleaning fees, mandatory service charges (often 18 to 25 percent on catering), overtime charges, corkage or cake-cutting fees, or penalties for exceeding capacity. Some contracts classify service charges as administrative fees rather than gratuities, which can affect both budgeting and compliance with state wage laws. Payment schedules should be clear about when deposits are due, when final balances must be paid, and what happens if you miss a deadline. Operational Restrictions Most venues impose rules on how the space can be used. These may include restrictions on decorations (no nails, no open flames), amplified sound, alcohol service, or access times for setup and breakdown. If you want to bring in your own caterer, florist, or DJ, confirm whether outside vendors are allowed or whether you’ll be charged extra for not using preferred providers. Many venues require proof of insurance from outside vendors, which you’ll need to coordinate in advance. Legal Enforceability of Waivers Liability waivers included in venue agreements aren’t enforceable in the same way in every state. For example, New York generally won’t enforce waivers that attempt to release a venue from its own negligence, while many other states will uphold them unless gross negligence or intentional misconduct is involved. This is one area where a lawyer familiar with local law can tell you how much weight the waiver really carries. Practical Steps Before Signing Have your business insurance agent review the venue’s insurance requirements to confirm your policy covers rented event spaces. If not, you can purchase event-specific coverage. Ask the venue to provide a detailed cost estimate including all fees so there are no surprises. Finally, before you commit to an event space rental agreement, make sure the terms don’t leave you with unexpected liability or costs. The experienced business attorneys on Contracts Counsel are available to review your contract, flag risks, and negotiate fairer terms so you can focus on hosting a successful event with confidence.

Hello and thank you for the opportunity to respond to this question. An Accounting Services Agreement should clearly define the relationship, scope, and expectations between a client and an accountant or accounting firm. Here are some key clauses to include: 1. Parties and Effective Date - Full legal names of the client and accounting firm. - Effective date of the agreement. 2. Scope of Services - Detailed list of services (e.g., bookkeeping, tax preparation, payroll processing, financial statements). - Frequency or deadlines for services. - Any excluded services (clarify what is not included). 3. Term and Termination - Duration of the agreement (fixed term or ongoing). - Termination rights (e.g., at-will, for cause, with notice). - Obligations upon termination (e.g., return of documents, final payment). 4. Fees and Payment Terms - Billing rates (hourly, flat-fee, retainer, etc.). - Payment due dates and methods. - Late payment penalties or interest. - Reimbursement for expenses, if applicable. 5. Client Responsibilities - Obligation to provide timely, accurate, and complete information. - Client cooperation with deadlines and document requests. 6. Confidentiality - Duty of confidentiality regarding client information. - Permitted disclosures (e.g., legal requirement, client consent). 7. Independent Contractor Status - Clarify that the accountant is not an employee. - No authority to bind the client without consent. 8. Limitation of Liability - Cap on damages (e.g., fees paid). - Exclusion of consequential or indirect damages. 9. Indemnification - Whether the client will indemnify the accountant for losses resulting from client-provided false information or misuse of advice. 10. Record Retention and Access - How long the accountant will retain records. - Terms under which the client can access or request documents. 11. Dispute Resolution - Governing law and jurisdiction. - Mediation or arbitration requirement. - Attorney’s fees in the event of a dispute. 12. Intellectual Property - Ownership of work product (e.g., spreadsheets, templates). - Licensing of proprietary tools, if used. 13. Non-Solicitation (Optional) - Restrictions on the client hiring the accountant’s employees during or after the engagement. 14. Force Majeure - Excuses performance delays due to uncontrollable events (e.g., natural disasters, pandemics). 15. Entire Agreement and Amendments - States that this is the complete agreement. - Requires amendments to be in writing and signed. This response is for general informational purposes only and does not constitute legal advice or create an attorney-client relationship. For advice specific to your situation, please consult a qualified attorney in your jurisdiction.

Congratulations on your new job. Generally, a choice of law clause contained in a non-compete agreement indicates which state law will govern the contract. By way of general example, let's pretend we have a non-compete agreement that states the choice of law is Florida. Let's also pretend the parties to this agreement had a dispute and one party filed a lawsuit against the other in the state of New York. In this pretend scenario, because the parties agreed Florida to be their choice of law for the non-compete agreement, the court in New York would abide by that contractual agreement and apply Florida law. While choice of law clauses are commonly used to indicate what law will apply to a contract, the language used or omitted plays a significant role in their interpretation and enforceability.