US Business Contract Attorney

Beyond the standard ownership and profit-sharing terms, a cross-border operating agreement needs to answer the questions distance creates: who has authority to bind the company and sign on the bank account, how votes are taken and what counts as notice across time zones, what happens if a partner cannot obtain a US visa, and how a deadlock is broken. Add a buy-sell mechanism with a valuation method, transfer restrictions, and a governing law and dispute forum clause. Without these, a disagreement becomes a lawsuit in a country one of you has never visited.

Choose the law of a state with a real connection to the deal and with predictable commercial case law — commonly the state where your company is formed, where your counterparty operates, or New York and Delaware for larger transactions. It matters because governing law determines how ambiguous terms are read, whether your limitation of liability and non-compete clauses survive, what the deadline to sue is, and whether you can recover attorney fees. Two identical contracts under different state laws can produce different outcomes.

Arbitration is usually the better default for a Türkiye-based party, mainly because awards are enforceable across borders under the New York Convention, to which both Türkiye and the US are parties — a US court judgment is far harder to enforce against Turkish assets. Arbitration is also private and lets you agree in advance on language and seat. The trade-offs are cost, which can exceed court litigation for small claims, and very limited appeal rights. For low-value recurring contracts, a court in a convenient venue may make more sense.

The clauses that actually help are the ones that create leverage before litigation: clear payment milestones with deliverables tied to them, interest on late payments, a right to suspend work or withhold deliverables on non-payment, an attorney fee shifting provision, and retention of intellectual property or title until payment clears. Add a prompt notice-and-cure procedure so you can terminate cleanly. Perhaps the strongest practical protection is structural — advance payments and staged billing — not a clause at all.

Yes, and the reason is less about payment than about ownership and classification. Without a written assignment, your Turkish freelancer may retain rights in the code, designs, or content they create, which becomes a serious problem during investor diligence or an acquisition. The contract should also define contractor status clearly, address confidentiality, set the governing law, and specify the currency and payment mechanism. A short, well-drafted agreement is enough; the absence of one is what causes damage.

It can be, but enforcement is the hard part rather than validity — an NDA signed by a party in another country is a valid contract; the question is whether you can realistically obtain and enforce a remedy there. Practical drafting choices make the difference: an arbitration clause for cross-border enforceability, a defined term and a precise definition of confidential information rather than a sweeping one, and where appropriate a liquidated damages provision, since proving actual loss from a disclosure is notoriously difficult.

A letter of intent records the commercial terms the parties intend to agree on and is usually mostly non-binding, while a definitive agreement creates enforceable obligations. The critical detail is that most LOIs contain a few provisions that are binding even when the rest is not — typically confidentiality, exclusivity or no-shop, and allocation of costs. Courts look at substance rather than the title of the document, so an LOI that is detailed and silent on binding effect can be treated as a contract.

Start by deciding whether the distributor buys and resells or acts as your agent, because that choice drives pricing, liability, and tax treatment. Then address territory and whether exclusivity is granted, minimum purchase commitments that justify exclusivity, term and termination rights, who holds product liability and insurance, trademark usage and quality control, and what happens to inventory and customer relationships on termination. Also check whether state franchise or dealer protection laws apply — some states restrict your ability to terminate a distributor even when the contract permits it.

A template is a reasonable starting point for low-stakes documents but a poor choice for anything that carries real money or risk. The recurring problems are templates drafted for the wrong state's law, missing or unenforceable clauses, provisions copied from a consumer context into a B2B deal, and terms that quietly contradict each other. The cost of a review is small relative to the exposure; using an unreviewed template on your main revenue contract is where this usually goes wrong.

It should answer four questions in writing before they become emotional: whether equity vests over time and what happens to unvested equity on departure, whether the company or remaining founders can buy out the departing partner and at what valuation method, whether the departing founder keeps voting and information rights, and what happens to intellectual property they created. Distinguish between leaving voluntarily, being removed for cause, and departure due to death or incapacity — these usually deserve different outcomes.

Look at the assignment and change-of-control clauses, because they decide this. If you want the contract to continue, permit assignment to a successor in a merger or sale of substantially all assets; if you want the ability to exit when your counterparty is acquired, negotiate a change-of-control termination right instead. Also check whether key terms — exclusivity, pricing, personal performance obligations — are tied to specific individuals, since those can be effectively lost even when the contract technically survives.

In Texas, a non-compete is enforceable if it is ancillary to an otherwise enforceable agreement and reasonable in time, geographic area, and scope of activity — typically meaning a limited period, a defined territory tied to where the employee actually worked, and restrictions confined to the specific line of business. Enforceability varies enormously by state, and some states restrict or ban employee non-competes almost entirely. Non-solicitation and confidentiality clauses are often the more reliable protection, since they survive in places where non-competes do not.

By default in US copyright law, the contractor owns what they create — paying for the work does not transfer ownership. "Work made for hire" applies only to employees or to specific enumerated categories set out in writing, which most software and design work does not fit. The fix is a written present assignment of all rights in the agreement, signed before work begins, along with a waiver of moral rights and a duty to sign further documents. This is the single most commonly missed clause in founder contracts.

A focused review of a standard commercial agreement is usually a modest flat fee or a few hours of work, and firms will often quote a fixed price once they see the document length and complexity. Ask whether the fee covers a written summary of risks, a markup of proposed changes, and a call to walk through them, or only one of the three. Compared to the cost of a single payment dispute or an unenforceable IP clause, review is one of the cheapest legal spends available.

Yes. The usual starting set for a foreign-owned company is an operating or shareholders' agreement, a customer or services agreement, an NDA, and a contractor agreement with clear IP assignment. These are quoted as a flat fee so you know the cost before we begin, and they are drafted together rather than separately, which matters because inconsistent governing law and dispute clauses across your own documents is one of the most common problems we find. Add-ons such as distribution or reseller agreements are quoted separately.