Chapter 1: Introduction to Contract Drafting§ 1.1 Overview
§ 1.2 Clarity is Key
§ 1.3 What to Include
§ 1.3.1 Preamble
§ 1.3.2 Recitals
§ 1.3.3 Boilerplate
§ 1.3.4 Definitions
§ 1.3.5 Exhibits, Attachments, and Schedules
§ 1.3.6 Extrinsic Documents
§ 1.4 Changing the Document
§ 1.5 Standardization
§ 1.6 Style and Form
FORMS:
Form 1A: Standard Contract Provisions
Chapter 2: Overview of Business Entities§ 2.1 Selecting the Appropriate Business Entity
§ 2.1.1 Sole Proprietorship
§ 2.1.2 General Partnership
§ 2.1.3 Limited Partnership
§ 2.1.4 Limited Liability Company
§ 2.1.5 Corporation
§ 2.2 Matrix for Choice of Entity: Which Entity is Right for You?
§ 2.3 Organizational Grid
FORMS:
Form 2A: Checklist for Creating a Corporation
Form 2B: Articles of Incorporation
Form 2C: Bylaws
Form 2D: Organizational Minutes
Form 2E: Stockholders Agreement
Form 2F: Letter—Doing Business as an S Corporation
Form 2G: Checklist for Creating a Limited Liability Company
Form 2H: Articles of Organization
Form 2I: Simple LLC Operating Agreement
Form 2J: Checklist for Creating Limited Liability Partnership
Form 2K: Family Limited Liability Limited Partnership Agreement
Form 2L: Limited Liability Limited Partnership Agreement
Form 2M: Professional Corporation Bylaws
Form 2N: Formation Questionnaire
Form 2O: Articles of Incorporation—Colorado
Form 2P: Nonprofit Corporation Bylaws
Form 2Q: Questionnaire on Section 501(c)(3) Application Information
Form 2R: Charitable Trust
Chapter 3: Financing the Business§ 3.1 Introduction
§ 3.2 Funding Considerations
§ 3.3 Debt vs. Equity
§ 3.3.1 Equity Securities and Debt Securities
§ 3.3.2 Advantages and Disadvantages of Equity
§ 3.3.3 Advantages and Disadvantages of Debt
§ 3.3.4 Preferred Securities
§ 3.4 Sources of Capital
§ 3.4.1 Existing Owners and Managers
§ 3.4.2 Friends and Family
§ 3.4.3 Angel Investors
§ 3.4.4 Strategic Investors
§ 3.4.5 Venture Capital Funds
§ 3.4.6 Private Placement to Multiple Outside Investors
§ 3.4.7 Banks and Financial Institutions
§ 3.5 Compliance with Federal and State Securities Laws
§ 3.5.1 Registration and Exemptions Under Federal Law
§ 3.5.2 Scope of Exemptions
§ 3.5.3 Registration and Exemptions Under the Blue Sky Laws
§ 3.6 Forms
§ 3.6.1 Private Placement Memorandum
§ 3.6.2 Subscription Agreement, Investor Questionnaire and Instructions
§ 3.6.3 Series A Term Sheet and Certificate of Incorporation
§ 3.6.4 Investor Rights Agreement
§ 3.6.5 Convertible Debt Term Sheet and Note
FORMS:
Form 3A: Private Placement Memorandum
Form 3B: Instructions to Subscribers
Form 3C: Investor Questionnaire
Form 3D: Subscription Agreement
Form 3E: Sale of Series A Preferred Stock
Form 3F: Venture Capital Term Sheet
Form 3G: Investor’s Rights Agreement
Form 3H: Debt Investment Term Sheet
Form 3I: Borrower’s Certificate
Form 3J: Convertible Subordinated Promissory Note
Form 3K: Amended and Restated Certificate of Incorporation
Chapter 4: Sale and Purchase of Goods and Services§ 4.1 Sales of Goods
§ 4.1.1 U.S. Transactions—Uniform Commercial Code
§ 4.1.2 International Transactions for the Sale of Goods
§ 4.2 Service Agreements
§ 4.2.1 Independent Contractor Relationship
§ 4.2.2 Intellectual Property Rights and Ownership
§ 4.3 Electronic Contracting
§ 4.3.1 E-SIGN and UETA
§ 4.3.2 Elements of Electronic Contracts
§ 4.4 Drafting Tips—A Checklist
§ 4.5 Using the Sales and Purchasing Forms
FORMS:
Form 4A: Purchase Order Clauses
Form 4B: Sales Invoice Clauses
Form 4C: Mutual Non-Disclosure Agreement
Form 4D: Request for Proposal / Request for Quotation
Form 4E: Master Supply Agreement
Form 4F: Distributor Agreement
Form 4G: Sales Representative Agreement
Form 4H: Services Agreement
Form 4I: Electronic Commerce Agreement
Form 4J: Services Agreement Clause—Electronic Contracting Legend
Chapter 5: Copyright Assignments§ 5.1 Why Businesses Must Care About Copyright Assignments
§ 5.2 What is a Copyright?
§ 5.2.1 Works
§ 5.2.2 Author
§ 5.2.3 Copyrights
§ 5.3 Special Considerations
§ 5.3.1 Is the Work a “Work Made for Hire” by an Employee?
§ 5.3.2 Is the Work a “Work Made for Hire” by a Non-Employee?
§ 5.3.3 Who is the Author or Other Copyright Claimants?
§ 5.3.4 Does the Transferor Own the Rights Being Conveyed?
§ 5.3.5 What Copyrights Are Being Conveyed?
§ 5.3.6 What Copyrights Are Being Reserved?
FORMS:
Form 5A: Assignment of Rights
Form 5B: License Agreement
Chapter 6: Labor and Employment Issues§ 6.1 Colorado Personnel Policies
§ 6.2 Employee Information
§ 6.3 Employee Records
§ 6.4 Wages and Overtime
§ 6.5 Colorado Employment Taxes and Regulatory Issues
§ 6.6 What is Not Required
§ 6.7 Employment Relationship
§ 6.8 Employment Forms
FORMS:
Form 6A: Employment Contract and Information Sheet
Form 6B: Consulting Services Agreement / Independent Contractor Agreement
Form 6C: Confidentiality and Noncompete Agreement
Form 6D: Employee Handbook – Sample Table of Contents
Form 6E: Reference Release
Form 6F: Release Agreement (Under 40)
Form 6G: Release Agreement (40 or Over)
Form 6H: Exit Checklist
Chapter 7: Overview of Mergers and Acquisitions§ 7.1 Introduction
§ 7.2 Due Diligence
§ 7.2.1 Nondisclosure Agreement
§ 7.2.2 Letter of Intent
§ 7.2.3 Taxes
§ 7.3 Regulatory Considerations
§ 7.3.1 State and Local Laws and Ordinances
§ 7.3.2 Federal Antitrust Laws
§ 7.3.3 Federal Securities Laws
§ 7.4 The Definitive Agreement
§ 7.4.1 Asset Purchase Agreement
§ 7.4.2 Stock Purchase Agreement
§ 7.4.3 Merger Agreement
§ 7.4.4 General Considerations
§ 7.5 Closing the Deal
§ 7.6 Client Implementation and Post-Closing Deliveries
FORMS:
Form 7A: Non-Disclosure Agreement—Unilateral
Form 7B: Non-Disclosure Agreement—Reciprocal
Form 7C: Letter of Intent—Asset Purchase
Form 7D: Letter of Intent—Stock Purchase
Form 7E: Acquisition Checklist
Form 7F: Due Diligence Request List
Form 7G: Due Diligence Checklist
Form 7H: Asset Purchase Agreement
Form 7I: Stock Purchase Agreement—Simple
Form 7J: Agreement and Plan of Merger
Form 7K: Board Consent
Form 7L: Shareholder Notice
Form 7M: Closing Checklist—Purchase of Stock
Chapter 8: Overview of Opinion Letters§ 8.1 Contents of an Opinion Letter
§ 8.2 Due Diligence Generally
§ 8.3 Types of Opinions and More Specific Diligence Requirements
§ 8.3.1 Duly Incorporated
§ 8.3.2 Due Organization
§ 8.3.3 Validly Existing
§ 8.3.4 Good Standing
§ 8.3.5 Duly Qualified
§ 8.3.6 Power and Authority
§ 8.3.7 Validly Issued
§ 8.3.8 Fully Paid
§ 8.3.9 Nonassessable
§ 8.3.10 Corporate Action
§ 8.3.11 Legal, Valid, Binding and Enforceable
§ 8.3.12 No Conflict, Breach, or Default
§ 8.3.13 Absence of Litigation
§ 8.3.14 Security Interests
§ 8.3.15 Bankruptcy
§ 8.4 Attorney Liability for Reliance by a Third Party on a Legal Opinion Letter
FORMS:
Form 8A: Opinion Letter
Form 8B: Opinion Letter of Borrower’s Counsel
Form 8C: Opinion Letter to Lender
Chapter 9: Event Sponsorship Agreements§ 9.1 What are Event Sponsorship Agreements?
§ 9.2 Essential Elements of Event Sponsorship Agreements
FORMS:
Form 9A: Sponsorship Agreement
