Potomac Contract Attorneys

Lawyers Assisting With Contract Drafting and Negotiations for Businesses in Potomac, MD

Potomac has a thriving business community. Medical and dental practices, financial advisory firms, real estate investors, and family-owned companies operate throughout the area. Regardless of the size of a business, its success will often depend on contractual agreements that clearly assign rights and responsibilities. Rushed agreements can expose a business to avoidable losses.

At Fox & Moghul, we help businesses in Potomac establish new contracts and update the agreements they already have. Our attorneys apply our detailed understanding of Maryland contract law to each client's specific circumstances. We value discretion, careful preparation, and open communication, and we are dedicated to securing terms that will serve our clients' long-term interests.

Building New Contractual Agreements From the Ground Up

A contract drafted specifically for a business is more likely to reflect what was actually agreed to, and it will be less likely to contain hidden gaps. Our lawyers start by learning about the transaction, the other party, and the risks that concern a client the most. We will prepare an agreement that addresses those risks directly, using language that is precise enough to hold up in court and clear enough for a business to follow in its daily operations.

Drafting Different Types of Contracts

Each type of legal agreement may involve different questions. Some of the issues our legal team can help address as we draft contracts include:

LLC Operating Agreements

Many Potomac business owners structure their businesses as limited liability companies. An operating agreement should state who will manage an LLC, which decisions will require the approval of all members, how profits will be distributed, and whether members must contribute more money if the company needs it. Transfer provisions may be included, especially when a person plans to pass ownership to children or other relatives. An agreement can limit who may become a member, set a formula for valuing a departing member's interest, and explain how a buyout will be handled.

Professional and Service Agreements

These contracts should describe the services in detail, set measurable standards, and state how fees will be calculated. Insurance requirements and indemnification clauses can determine who will be responsible for mistakes that may cause harm to a client or a third party. Termination provisions should address unfinished work.

Agreements for the Sale of Goods

Maryland's Uniform Commercial Code requires every party to act in good faith, and a court may refuse to enforce the terms of contracts that are found to be unconscionable. One-sided provisions may backfire. A balanced agreement that clearly addresses price, delivery, inspection, and remedies is likely to be more reliable than one that tries to give one party every advantage.

Licensing Agreements

A licensing agreement allows another party to use a business's brand, technology, or creative work, or it may allow a business to use someone else's IP. The agreement should define exactly what is being licensed, where and how it may be used, whether the license is exclusive, and how royalties will be calculated and audited. Licensees may also need to consider what will happen if the licensor runs into financial trouble. A licensee of certain intellectual property may be able to keep using it even if the licensor files for bankruptcy and rejects the license.

How Our Attorneys Help Clients Negotiate Contracts

By negotiating favorable terms, a business can make sure a contract will be an asset rather than a burden. Our law firm supports clients throughout the negotiation process in several ways:

• Assessing Leverage: We can evaluate what each side brings to the deal and where there may be room to ask for more.
• Setting Priorities: Not every clause in a contract is worth a fight. We help clients focus on terms that will have real financial or legal consequences.
• Offering Workable Alternatives: If the other party refuses to remove a provision, we may suggest changes that will make it acceptable, such as making an indemnity mutual or tying a damages cap to the contract price.
• Managing Communications: Our attorneys can deal directly with the other party or their legal counsel, allowing clients to maintain positive business relationships while we handle difficult discussions.
• Recognizing Red Flags: We can help clients identify terms that are serious enough to justify walking away from a deal.

When Contracts Should Be Reviewed

Contracts are not meant to be signed and forgotten. A periodic review may be performed as often as once a year for the most important contracts. This can help to catch problems early.

Certain events may also call for a closer look at contracts. Before selling a business, owners should expect buyers to examine every major contract, and change-of-control clauses may require consent from customers or landlords. When planning for succession, owners should confirm that buy-sell agreements and key contracts will work with their estate plans. A contract review may also be wise before renewing a contract, when a business adds new products or services, when laws affecting an industry change, or when there are ongoing disagreements with the other party.

Updating Existing Contracts

If a contract review identifies changes that will need to be made, our team can help a client determine the right approach. A written amendment can work well for targeted adjustments, such as new pricing or extended deadlines. When a different party will take over an agreement, steps may be taken to release the original party and substitute the new one. If an agreement no longer fits a business, the parties may agree to terminate it and sign a replacement.

Contact Our Potomac, Maryland Business Contract Lawyers

Thoughtfully drafted and regularly reviewed contracts help a business protect its assets and take advantage of new opportunities. At Fox & Moghul, we can work with clients to prepare new agreements, negotiate favorable terms, and update existing contracts to reflect a business's current needs. Contact our Potomac, MD contract drafting and review attorneys at 301-409-5316 to arrange a confidential consultation with our legal team.