Work and clients
Client services agreement
Review of agency and studio client services agreements under New York law: scope, payment, IP on payment, liability.
Start a requestStatement of work
Attorney review of statements of work: scope, acceptance criteria, change control, payment triggers, order of precedence with the MSA.
Start a requestNDA
NDA review for agencies and small businesses: definition of confidential information, exclusions, duration, remedies, mutual vs one-way.
Start a requestConsulting agreement
Consulting agreement review: fees and expenses, work product IP, liability caps, non-solicitation, governing law.
Start a requestMaster services agreement
MSA review: liability caps, indemnities, IP, termination, order of precedence with SOWs, governing law.
Start a requestSoftware development agreement
Software and website development agreement review in New York: code ownership and assignment, work made for hire limits, acceptance, milestones, NY sales tax on software, Freelance Isn't Free Act.
Start a requestPurchase agreement
Purchase agreement review for business sales of goods under New York UCC Article 2: signed record at USD 500 or more, battle of the forms, warranty disclaimers, four-year limit.
Start a requestVendor and supplier agreement
Vendor and supplier agreement review under New York law: goods and services supply terms, UCC 2-201 and 2-207, multi-year terms, Freelance Isn't Free Act for one-person vendors.
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Hiring and people
Independent contractor agreement
New York independent contractor agreements: Freelance Isn't Free Act requirements (written contract at USD 800 or more, required terms, payment within 30 days, 6-year record keeping), IP assignment, classification.
Start a requestEmployment agreement
Employer-side review of New York offer letters and employment agreements: pay terms, Labor Law 195 pay notice, pay transparency, confidentiality carve-outs, trade secret immunity notice, IP assignment.
Start a requestSeverance agreement
Severance agreements for New York employers: OWBPA waivers over 40, GOL 5-336 limits, NLRB, Speak Out Act and NY WARN points, scope fit.
Start a requestNon-compete agreement
Non-compete agreements for New York employers and business buyers: BDO Seidman test, pending S9759 and NYC bans, FTC rule removal, scope fit.
Start a requestStock option agreement
Stock option agreement review for small companies granting options: vesting, exercise price, ISO and 409A tax rules, SEC Rule 701, New York BCL 505(d) approvals; plan adoption may need fuller work.
Start a requestDental associate contract
Dental associate contract review in New York: production vs collections pay, noncompete radius under the BDO Seidman reasonableness test, pending noncompete bills (S9759), termination; practice purchases may need more.
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Company and money
Operating agreement
Review of New York LLC operating agreements and partnership agreements: ownership, capital, voting, transfers, buyouts, deadlock; LLC Law 417 written agreement within 90 days, publication, beneficial ownership disclosure.
Start a requestAsset purchase agreement
Review of small business asset purchase agreements in New York: assets and liabilities, price and allocation (IRS Form 8594), NY bulk sale notice (Tax Law 1141(c), Form AU-196.10), seller representations, indemnities.
Start a requestFounders and shareholder agreement
Founders and shareholder agreement review for New York corporations: vesting, voting agreements (BCL 620), transfers and buyouts, deadlock, shareholder wage liability (BCL 630), dissolution for oppression (BCL 1104-a).
Start a requestSAFE and convertible note
SAFE and convertible note review under New York and federal law: valuation cap, discount, side letters, Rule 506 and Form D, New York usury risk on notes.
Start a requestPromissory note and loan agreement
Promissory note and business loan agreement review under New York law: usury caps, repayment, default, security, UCC 3-104 and CPLR 3213 enforcement.
Start a requestFranchise agreement
Franchise agreement review for New York franchisees: FTC Franchise Rule, FDD timing, New York registration under GBL 681, 683 and 691, scope fit.
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Property
Commercial lease
Tenant-side review of New York office and retail leases: rent, extra charges, term and renewal, personal liability, assignment, repairs; GOL 5-703 writing rule, recording, NYC Bar and REBNY lease forms.
Start a requestHome improvement contract
Review of New York home improvement and small construction contracts: GBL 770 to 772 required terms, 3-business-day cancellation, deposits, NYC DCWP license and model forms, Lien Law trust funds, prompt payment.
Start a requestResidential lease (landlord)
Residential lease review for New York landlords: deposit and fee limits, renewal notices, Good Cause Eviction disclosure, FARE Act broker fees, void lease clauses.
Start a requestReal estate purchase agreement
Real estate purchase agreement (contract of sale) review in New York: signed writing rule, property condition disclosure, state and NYC transfer taxes, deposit and escrow; closing needs full representation.
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Online and IP
SaaS agreement
SaaS and subscription agreement review in New York: auto-renewal notice rules (GOL 5-903, GBL 527-a), SHIELD Act security terms, sales tax on remote software access, SLAs, liability caps.
Start a requestIP assignment and license
IP license and IP assignment review in New York: signed-writing rule for copyright transfers, work made for hire limits, employee invention assignments (Labor Law 203-f), likeness consent, royalties and scope.
Start a requestInfluencer agreement
Influencer and brand deal agreement review in New York: FTC endorsement disclosure, usage rights and likeness consent, exclusivity, Freelance Isn't Free Act, Fashion Workers Act, synthetic performers.
Start a requestWebsite terms and privacy policy
Website terms and privacy policies for New York businesses: SHIELD Act, GBL 349, GBL 527-a, COPPA, Child Data Protection Act, open-licensed models, scope fit.
Start a requestData processing agreement
Data processing agreement (DPA) review for small US vendors and their customers: SHIELD Act safeguards, breach notice, CCPA service provider terms, subprocessors, liability; GDPR-heavy DPAs may need more.
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Disputes and other
Liability waiver
Liability waiver review for New York gyms, studios, tour and event operators: GOL 5-326, instruction vs recreation, minors, assumption of risk, lease and parking rules.
Start a requestDemand letter
Demand and cease and desist letters for New York businesses: CCA 1803-A for NYC commercial claims, limits on threats, consumer debt rules, scope fit.
Start a requestSettlement and release
Settlement and release agreement review for small businesses in New York: scope of the release, payment timing, confidentiality limits in discrimination settlements, age claim waivers, FLSA approval; litigated disputes need full representation.
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