Travis & De Blase LLP drafts, reviews, and negotiates business agreements for companies throughout New York. Below are answers to frequently asked questions about business agreements and contracts.
What types of business agreements does Travis & De Blase handle?
We handle the full range of business agreements that companies encounter in their operations. This includes partnership agreements and LLC operating agreements, shareholder agreements, joint venture agreements, vendor and supplier contracts, customer and service agreements, commercial leases, non-disclosure and confidentiality agreements, non-compete and non-solicitation agreements, independent contractor agreements, licensing and distribution agreements, and AI vendor contracts. Whatever your business needs to put in writing, we ensure it is drafted clearly, protects your interests, and addresses the risks specific to your situation.
Why do I need a lawyer to review my business contracts?
Business contracts are legally binding documents that create enforceable rights and obligations. A contract that is poorly drafted, ambiguous, or missing critical provisions can expose your business to significant financial risk. Common issues that legal review can catch include ambiguous language that could be interpreted against your interests, missing or inadequate limitation of liability and indemnification provisions, intellectual property ownership issues, unfavorable termination provisions that lock you into a bad deal, automatic renewal clauses that extend the agreement without your active consent, non-compete restrictions that are overly broad or unenforceable, and missing dispute resolution provisions. Having an experienced attorney review your contracts before you sign them is far less expensive than litigating a dispute after a problem arises.
What should every business contract include?
While the specific terms depend on the type of agreement and the parties involved, every business contract should clearly identify the parties, define the scope of the services, products, or obligations being exchanged, specify the payment terms including amounts, timing, and conditions, address intellectual property ownership and licensing, include limitation of liability and indemnification provisions, define the term of the agreement and the conditions for termination, include confidentiality obligations where appropriate, specify the governing law and dispute resolution mechanism, and address what happens in the event of a breach. For agreements involving AI tools or vendors, additional provisions addressing data rights, algorithmic transparency, bias testing, and regulatory compliance are increasingly important.
What is an operating agreement and does my LLC need one?
An operating agreement is the foundational document governing the internal affairs of a limited liability company. It defines the rights and obligations of the members, sets forth the management structure, establishes how profits and losses are allocated, and addresses critical issues like capital contributions, voting rights, transfer restrictions, and dissolution procedures. New York law does not require an LLC to have a written operating agreement, but operating without one is a serious mistake. Without an operating agreement, your LLC will be governed by the default provisions of the New York Limited Liability Company Law, which may not align with the members’ actual intentions. Having a well-drafted operating agreement tailored to your specific business is essential to avoiding disputes and protecting your interests.
Are non-compete agreements enforceable in New York?
Non-compete agreements are enforceable in New York, but courts scrutinize them carefully and will not enforce provisions that are overly broad or unreasonable. New York courts evaluate non-competes based on whether they are necessary to protect a legitimate business interest such as trade secrets, client relationships, or unique services, whether they are reasonable in scope, duration, and geographic reach, whether they impose an undue hardship on the restricted party, and whether they are harmful to the public interest. Non-competes that are found to be overly restrictive may be modified (or “blue-penciled”) by the court to make them reasonable, or they may be struck down entirely. Businesses should work with experienced counsel to draft non-compete provisions that are tailored to their specific needs and likely to be enforced.
What is the difference between an indemnification clause and a limitation of liability clause?
An indemnification clause requires one party to compensate the other for losses, damages, or liabilities arising from specified circumstances, such as a breach of the agreement or a third-party claim. A limitation of liability clause caps the total amount of damages that one or both parties can recover under the agreement, regardless of the nature of the claim. Both provisions are critical tools for managing risk in commercial contracts. Indemnification provisions allocate the risk of specific types of losses, while limitation of liability provisions control the maximum financial exposure under the agreement. The negotiation of these provisions is often one of the most important aspects of a business contract, and understanding how they interact is essential to protecting your business.
Can I use a template or online contract for my business?
While templates and online contracts are readily available, they carry significant risks. Generic templates are not tailored to your specific business, your industry, or the laws of your jurisdiction. They often contain provisions that are ambiguous, outdated, or inappropriate for your situation. They may be missing critical provisions that protect your interests. And they are frequently one-sided in favor of the party that drafted them. For routine, low-stakes transactions, a template may be a starting point, but for any agreement that involves significant financial commitments, intellectual property, employment relationships, or ongoing business obligations, having an attorney draft or review the agreement is a sound investment that protects your business.
What happens if the other party breaches our contract?
If the other party breaches your contract, your remedies depend on the nature and severity of the breach and the terms of the agreement. Common remedies include compensatory damages to cover the financial loss caused by the breach, specific performance requiring the breaching party to fulfill their obligations under the agreement, injunctive relief to prevent further breaches or harm, and termination of the agreement along with recovery of any amounts owed. Many contracts also include provisions for attorney’s fees, liquidated damages, or other specific remedies. Before pursuing legal action, it is important to review the contract’s dispute resolution provisions, as the agreement may require mediation or arbitration before litigation.
How often should I review and update my business agreements?
Business agreements should be reviewed periodically and updated whenever there is a material change in your business operations, the law, or the relationship with the other party. At a minimum, we recommend reviewing your key agreements annually. You should also review and update agreements when you add new products or services, when you enter new markets or jurisdictions, when regulatory requirements change (as is currently happening with AI regulations), when you bring on new partners, investors, or key employees, and when you experience a dispute or near-miss that reveals gaps in your existing agreements. Regular review ensures that your agreements continue to reflect the current state of your business and the legal environment in which you operate.
How do I engage Travis & De Blase LLP for contract work?
Contact us at (212) 248-2120 or info@travisdeblase.com. We will discuss your needs and provide a clear proposal for the scope and cost of the work. Our offices are at 40 Wall Street, Suite 2508, New York, NY 10005.
Learn More
For a comprehensive overview of our practice, visit our Business Agreements page. You may also find our article on Five Essential AI Contract Provisions for Your Business helpful.