Gaithersburg Contract Attorneys

Lawyers for Business Contract Drafting and Negotiations in Gaithersburg, MD

Gaithersburg is at the heart of Maryland's I-270 technology corridor. The National Institute of Standards and Technology serves as an anchor for a research community that includes biotechnology companies, software developers, and engineering firms. At the same time, shops, restaurants, and other types of businesses in the area serve a large and diverse population. Whether a company is developing new technology, opening a neighborhood storefront, or addressing other concerns, contracts will play a role in many aspects of doing business.

At Fox & Moghul, we help companies in Gaithersburg identify and resolve contract issues at every stage of their development. Our attorneys combine in-depth knowledge of Maryland business law with a clear understanding of the challenges that technology-driven and service-based companies face. We provide attentive, practical legal counsel that helps our clients keep their goals and objectives in focus as they build agreements that last.

Putting the Right Agreements in Place at the Start of a Business

People founding new businesses will face many decisions at once, but they should not neglect the legal documents that will govern how their companies will operate. During the business formation process, our law firm helps founders finalize essential agreements before disputes may arise.

Founders Agreements

A founders agreement will detail each founder's role, their ownership percentage, and their commitments to a company. Vesting is one of the most important features of these agreements. A typical arrangement might grant shares over four years, with none vesting until the founder has stayed for at least one year. If a founder leaves early, the company can repurchase unvested shares.

Founders who receive restricted stock should also understand the tax consequences. A founder can generally elect within 30 days of receiving the stock to be taxed on its value at the time of the grant, which can greatly reduce their future tax bills. Founders agreements should also assign all inventions and code created for the business to the company itself.

LLC Operating Agreements

For businesses formed as limited liability companies under Maryland law, an LLC operating agreement will act as a company's rulebook. It should address voting rights, management authority, capital contributions, profit distributions, and what will happen if a member wants to sell, retire, or is no longer able to participate.

Shareholder Agreements

Corporations that are planning to raise outside capital often use shareholder agreements to govern how stock may be sold, who will sit on the board, and what rights investors will have. Common provisions include preemptive rights that let existing shareholders buy new shares before outsiders and protective provisions that require investor approval for major decisions.

Restructuring an Existing Business

As a business evolves, its original structure may stop fitting its needs. A company may bring in new partners, convert from an LLC to a corporation to attract venture funding, split off a product line into a new entity, or buy out a departing owner. Each of these changes will call for updated governing documents. New agreements may need to be put in place to reflect the new structure of a business. Our team can review a company's existing contracts to make sure restructuring will not lead to unexpected problems.

Licensing Intellectual Property and Technology

Licensing allows a business to use valuable technology without owning it, or a business may earn revenue by licensing technology it has developed. Licensing agreements can also address the use of intellectual property.

Technology From Federal Laboratories

Many companies in Gaithersburg work with nearby federal research institutions. Federal law allows laboratories to enter into cooperative research and development agreements. These agreements address who owns the resulting inventions and whether a company may obtain a license. When research is federally funded, specific requirements for ownership and reporting will apply.

Software and Digital Products

Maryland is one of only two states that have adopted the Uniform Computer Information Transactions Act, found in Md. Code, Commercial Law § 22-101 and following sections. This law provides default rules for software licenses and other computer information agreements, including warranties and the enforceability of terms that users may accept electronically. Companies that license software will need to draft contracts with these rules in mind.

Trademarks, Patents, and Copyrights

License agreements should define the scope of use, exclusivity, territory, royalty rates, audit rights, and termination conditions for intellectual property. Our lawyers can make sure businesses take the right steps to protect their IP or address infringement.

Protecting Against Unfair Competition and Disclosure

In Gaithersburg's competitive job market, employees may move between companies. Agreements can be put in place that will safeguard a business's confidential information and relationships, including:

• Non-Compete Agreements: A former employee or the seller of a business may be restricted from competing with the original company within a defined area and during a specific window of time. Maryland courts tend to be more willing to enforce non-compete agreements signed by someone who sold a business than agreements signed by employees.
• Non-Disclosure Agreements: These agreements may be used to protect research data, formulas, source code, and business plans.
• Invention Assignment Agreements: These agreements may confirm that discoveries made by employees in the course of their work belong to the company.

Other Contracts Businesses Use

Gaithersburg businesses may rely on government subcontracts, commercial leases, distribution agreements, manufacturing and supply contracts, consulting agreements, data processing agreements, and asset purchase agreements to protect their interests. Our lawyers can help negotiate agreements that will protect our clients' interests, and we can review contracts as circumstances change to determine when they may need to be updated.

Contact Our Gaithersburg, Maryland Business Contract Lawyers

From the first day a new business starts to major restructuring or significant transactions, the right contracts can help protect owners and partners. At Fox & Moghul, we work with clients to draft and review the agreements their businesses depend on. Contact our Gaithersburg, MD contract law attorneys at 301-409-5316 to schedule a consultation with our legal team.