LAW OFFICE OF TODD B. NURICK
CONTRACTS & TRANSACTIONS
Practical Legal Guidance for Agreements, Deals & Business Relationships
Contracts are where business expectations become legal obligations. A well-drafted agreement should do more than address legal requirements. It should reflect the actual business deal, allocate risk clearly, and give the parties a workable framework for the relationship.
I advise businesses, owners, executives, and management teams on commercial agreements and significant business transactions. My role may begin with drafting or reviewing a document, but the work often requires understanding the business objective behind it, the leverage each side has, the risks that matter, and what the client needs from the relationship after the document is signed.
The goal is not to make an agreement more complicated. It is to make sure the client understands what it is agreeing to and that the document supports the business decision being made.
Contracts & Transactions Across the Business
My work includes Contracts & Transactions that arise throughout the life of a business, from recurring commercial relationships to significant strategic transactions.
Customer, Vendor & Service Agreements
Software, SaaS & Licensing Agreements
Drafting, reviewing, negotiating, and advising on agreements with customers, vendors, contractors, consultants, service providers, and other businesses.
Advising on software, SaaS, technology, licensing, intellectual property, service-level, and related commercial agreements.
Acquisitions & Business Sales
Joint Ventures & Strategic Relationships
Advising buyers and sellers on acquisitions and business sales, including transaction structure, due diligence, purchase agreements, ancillary documents, and closing issues.
Structuring and documenting joint ventures, strategic alliances, collaborations, and other commercial relationships in which the parties will continue working together after the agreement is signed.
Real Estate & Operating Agreements
Confidentiality & Business Protections
Advising on leases, real-estate-related business agreements, operating relationships, and contracts affecting the company's facilities or operations.
Drafting and reviewing confidentiality, proprietary-information, intellectual-property, and other contractual protections appropriate to the business relationship.
Negotiating Risk Without Losing the Deal
Contract negotiation is an exercise in judgment. Almost every agreement contains risk, and not every unfavorable provision deserves the same response.
I try to distinguish between terms that create meaningful legal or business exposure and terms that are unlikely to matter in practice. That allows the negotiation to focus on the issues that deserve attention rather than turning every provision into a dispute.
Depending on the agreement, that may include payment obligations, performance standards, warranties, indemnification, limitations of liability, insurance, intellectual property, confidentiality, termination rights, dispute procedures, or obligations that continue after the relationship ends.
The objective is to protect the client without losing sight of the reason the parties are doing business in the first place.
When to Involve Counsel
Legal advice is usually most useful while the parties still have options and before important terms have become difficult to change.
- Â Before signing or materially revising an important commercial agreement.
- Â Before signing a letter of intent, term sheet, or other preliminary transaction document.
- When the other party provides its form agreement and important obligations are buried in the standard terms.
- Â When a contract contains significant indemnification, liability, insurance, intellectual-property, confidentiality, or termination provisions.
- When buying, selling, restructuring, or entering into a joint venture or other significant business transaction.
- Â When an agreement affects ownership, employees, technology, intellectual property, real estate, financing, or other parts of the business.
- Â When a commercial relationship is changing and the existing agreement may no longer reflect how the parties actually operate.
Bringing counsel in earlier does not mean making the transaction more difficult. It creates an opportunity to identify important issues while there is still time to negotiate, structure, or document them efficiently.