Confidentiality Agreements

Whether you own a technology company or a manufacturing facility, protecting your company’s secret, competitive advantages is vital to your long-term business success. A Non-disclosure Agreement, also called an NDA or Confidentiality Agreement, is a type of contract that helps protect your trade secrets and specific intricacies of your business. In an NDA, you and another party (often an employee, but sometimes partnering businesses or potential investors) promise to protect secret and confidential information for a specific to unlimited period of time. If someone signs an NDA with you and they decide to go ahead and share the now-protected confidential information without your permission, you can ask the court to stop that person from sharing any more information and may even receive compensation for any damage you incur from the information leak.

Confidentiality Agreements Should Be Among the First Signed

Since new businesses often have unique new ideas and formulas, we recommend that an NDA be one of the first documents drafted when initially forming new partnerships, receiving investor support, and creating employee relationships.

Large purchase agreements also usually involve NDAs. This is because parties to large purchase agreements and mergers and acquisitions deals desire to keep secret information about their companies and property secret during and after negotiations, whether or not successful. Learn more by reading our articles entitled “Confidentiality in Mergers & Acquisitions: When, Who, and What” and “When Is a Confidentiality Agreement a Good Idea?

When the NDA is well-written by a Non-disclosure Agreements attorney who knows the inner workings of your business, your confidential information is protected from unwarranted leaks and disclosures.

Benefits of Confidentiality Agreements

The single greatest benefit provided by an NDA is increased peace of mind because your valuable information is legally protected. In conjunction, there are derivative benefits:

  • An assurance that any value lost from a disclosure will be contractually protected.
  • Ease and security of sharing confidential information with partnering organizations as well as receiving confidential information from other businesses, which allows for more and better collaboration.

Oral vs. Written

While a confidential relationship can be created through an oral agreement or can even be implied, this type of informal arrangement can cause more harm than good. This is because it is difficult to prove the relationship in a court of law. If the agreement is written, then the proof and the protection provided by the agreement are present up front.

Contact a Minnesota Confidentiality Agreement Attorney

If you are considering an NDA for your business, contact our site sponsor, Vlodaver Law Offices, LLC, for a free consultation to determine the type of NDA agreement that is most appropriate for your business.

Licensing Agreements

If you invent something with the intention of selling it, you can license it while still retaining ownership of the invention. In other words, the people and companies that you may license your technology to only retain use of your invention, according to any terms you agree to. Or, if you are interested in using a certain technology, you may be hoping to license a technology from someone else.

For more information about whether you own intellectual property rights over your employees’ inventions, read our article entitled “When Employee Ideas Become Employer Property.

Obviously, licensing can be a lucrative business, and many industries thrive on Licensing Agreements. These industries range from the entertainment industry to defense contracting. Navigating these industries is difficult due to their extensive licensing agreements, and experienced legal counsel is highly beneficial in obtaining fair licensing terms for both licensors and licensees.

Consider reading our article entitled “When Is Licensing a Patent an Excellent Business Move?

Software and Technology Licensing

Software and technology companies are increasingly licensing their inventions, which requires intense preparation of License Agreements and related legal documents. The License Agreements themselves can include terms that define the ownership of software, how to install it, and how to use and maintain it. Every aspect must be technical and detailed. Before someone can use software created by someone else, there are also legal documents that must cover liability, customization, warranty information, royalties, and indemnification. Primarily, there are three main parts of a Licensing Agreement:

  • Financial Terms: the payment terms for using a technology, which can include upfront payment, payment upon achieving certain financial statuses, payment upon regulatory approval, royalty payments, technical assistance fees, and usage fees.
  • Exclusivity: obviously one of the more contested “deal breakers” for companies, exclusivity affects whether someone else can penetrate the market or whether a business can expand by preventing others from use. This is a hotly negotiated issue.
  • Documentation: an accurate reflection of the final license deal, which includes rights for use, room for growth, and exit strategies for terminating the License Agreement.

Consider reading our article entitled “What Do the Adjectives in a Copyright License Mean?” for more information. 

Contact a Minnesota Licensing Attorey

While it may seem like a lot of work to buy or sell licenses, our site sponsor, Vlodaver Law Offices, LLC, is your trusted advisor and works as outside, in-house counsel on an on-demand basis. This means that you can go about your business while they take care of all of the legal dealings, ensuring every document is properly completed and submitted and with terms that protect your interests. If you are interested in buying or selling licenses to technology, contact Vlodaver Law Offices, LLC for a free consultation.

Purchase Agreements

An experienced attorney will draft a Purchase Agreement based on specifically what is being bought and sold. Different business circumstances require different elements in a Purchase Agreement; no two Purchase Agreements are alike. Houses, businesses, and equipment are just a few examples of what Purchase Agreements cover. No matter what it is, a Purchase Agreement can prevent the Buyer from coming back to you about an issue that you should not be liable for (if you’re a Seller) or help enforce the Seller’s obligations (if you’re a Buyer).

Liability and other concerns can be controlled by a properly drafted Purchase Agreement that carefully outlines terms and conditions regarding price, property and/or asset conditions, return periods, warranties, liens, and more. By carefully drafting a Purchase Agreement and planning for all potential scenarios in a deal, parties can feel confident in the transaction.

Consider reading our article entitled “How Complex Agreements, if Improperly Drafted, Cause Complex Problems.

Contact a Minnesota Purchase Agreements Attorney

If you plan to make a major purchase, a Purchase Agreement is important to have in place, especially one drafted by experienced legal counsel. To learn more about how our site sponsor, Vlodaver Law Offices, LLC, can help you with your Purchase Agreements, contact them for a free consultation.

Commercial Leasing

In many cases, a Lease Agreement is like an advertisement to a prospective Tenant; if it is fair and equitable, a Tenant is likely to lease. If not, the Tenant may bring business elsewhere. On the other hand, a Commercial Lease Agreement must also secure the Landlord’s interests in protecting the property.

An experienced commercial property attorney can help strike a balance by writing a Lease to appeal to lessees without removing them from fair obligations and responsibilities. Furthermore, experienced counsel can make key edits to a Landlord’s Master Lease Agreement that will make the Lease more palatable to a Tenant.

Landlord Rights

In commercial property tenancy law, Landlords do not have to abide by residential property principles and often have the upper hand:

  • Before a Tenant settles into the property, you should do an inspection so you can hold that Tenant responsible for any damage done during their tenancy.
  • Many times, the damage is paid for by withholding the security deposit. Since Minnesota law doesn’t limit the deposit amount a Landlord may require from a Tenant, you can require what you feel is necessary.
  • You can also increase the security deposit amount any time during a “periodic tenancy,” which is a rental agreement in which there is no mention of an end date. Written advance notice is required in this case.
  • You have a right to forbid subLeases and are not held to the privacy protections of entry. You may also restrict the use of the property.
  • Landlords are also not always required to repair and deduct for property defects and may often shift maintenance responsibilities to the Tenant.
  • You also have the right to do a background check to ensure the party requesting to rent the property will not possibly use the property for illegal activities or will treat the property badly.

Lease Agreements

Each Lease Agreement that you make or undertake will be unique since there are, generally, no standardized commercial Leases. Terms to include are the amount of the rent, the length of the Lease, who is responsible for paying the utility bills, property restrictions, waivers, and maintenance obligations. These terms are also intensely negotiated.

There should also be a provision that outlines any key specifics for the unique nature of the Tenant. Sometimes the most contested issues are those related to the business mix and can entail negotiations with other Tenants within a commercial property.

Consider reading our recent article entitled “Three Often-forgotten Terms in Restaurant Leases.

Contact a Minnesota Commercial Leasing Attorney

If you are a Landlord or Tenant and you need assistance discussing the leasing process, this site’s sponsor, Vlodaver Law Offices, LLC, can help you. They can draft contracts, help ensure enforcement, and even negotiate Lease terms on your behalf. Over the years, they have gained experience working with commercial property brokers to sign amicable Lease Agreements for both parties. Whatever your need, contact Vlodaver Law Offices, LLC for a free consultation.