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Technology Negotiation and Documentation Services

for clients of

Stuart Adams Law Office, PSC

    More and more businesses are finding they have problems which result from the failure, in the technology arena, to have a complete and well documented "meeting of the minds" on transactions involving purchase and sale of computer hardware and software, consulting, programming, services and maintenance contracts, financing, protection of trade secrets and intellectual property rights, development of Web sites and applications, independent contractor and non-disclosure or non-competition agreements. Technology is and will always remain a moving wave. Some of us are trying to ride the edge of the wave and some of us will be swallowed up by it.

    Most of us who operate a small to mid-sized business really need a chief information officer (CIO) who can monitor our day to day needs, assist in spotting emerging technology which can help or hurt our business and to plan and assist in the integration of new technology to replace obsolescent systems now in place. Unfortunately, small and mid-sized businesses can seldom seem to justify the cost of such an individual, although the cost of lack of access to such expertise may be greater later. Often this CIO role is delegated to someone pressed into service involuntarily who is either totally or partially under qualified for this responsibility.

    Additionally, we are finding that many businesses are still trying to transact business in the age of technology as if we were still in the age of the "handshake" with the local vendor or customer. These days, business is moving toward electronic commerce and Internet sites where you may be submitting your company to foreign jurisdiction and substantive laws. E-commerce may result in you never meeting your contractual counterpart on a face to face basis. You may find that signed contracts do not exist for major transactions and that a fax or electronic "signature" is the legal replacement for this critical part of the transaction. Some contracts are now even being offered and accepted by software "robots" which search out vendors, on the one hand, and customers, on the other, and complete the "execution" of the deal electronically without the intervention of humans.

    All of this can make legal review and proper drafting of your agreements and transactions even more critical than they may have been previously. The staggering cost of litigation, mediation or arbitration of commercial disputes involving technology, which may ever increasingly turn out to have extraterritorial consequences and the need for expensive experts witnesses in the technology arena, can be devastating to a small or mid-sized business.

    We can assist you in documenting critical stages of your relationship with your vendors, customers, in house and contract personnel and others. We can also assist in defining, negotiating, documenting and closing transactions related to innovative products, services and concepts. Additionally, we can assist in trade secret and noncompete-nondisclosure issues. In setting up a business on the Internet, developing software, computer hardware or consulting in these areas, the warranties and terms of the agreement can be critical. We can assist in developing your contractual legal rights, remedies and defenses to minimize legal, administrative and collection costs later.

Social Media Issues

The advent of the social media era is rapidly transforming many segments of our society, not the least of which are those related to business marketing and day-to-day operations, reputation management, and a host of others.

Please see our separate social media forensics area at this site

Some of the typical business technology documentation and assistance we provide:

Equipment Acquisition and Financing

Checklist for Hardware Purchase Agreement

Letter of Intent

User Oriented Turnkey Hardware Purchase Agreement

Hardware Purchase Agreement with an Independent Sales Organization

Hardware Purchase Agreement with a Manufacturer

Equipment Lease Agreement with an Independent Sales Organization

Third Party Master Lease Agreement

Finance Master Lease Agreement

Turnkey Hardware and Software Agreement

Agreement for System Procurement and Integration

Computer System Acquisition Agreement For Health Care Services

Network Services Agreement

System Procurement and Integration Agreement

Hardware Maintenance

Equipment Maintenance Agreement with a Manufacturer

Equipment Maintenance Agreement with an Independent Sales Organization

Equipment Maintenance Agreement with a Systems Integrator

Telecommunications Service Agreement

Trade Secret Protection of Software

Employment and Confidentiality Agreement

Consulting Agreement for Independent Consultant with Noncompetition Clause

Employment, Nondisclosure and Noncompetition Agreement

Customer Confidentiality Agreement

Employee Nondisclosure Agreement

Consultant Nondisclosure Agreement

Confidential Information Exchange Agreement

Consulting Agreement with Sharing of Software Revenues

Termination Statement

Key Employment Agreement

Third Party Consultant Nondisclosure Agreement

Employee Confidentiality and Noncompetition Agreement

Employee Confidentiality Agreement

Third Party Source Code Nondisclosure Agreement

Software Licensing

Checklist for Software License Agreement

Vendor Oriented Software License Agreement

Vendor Oriented Software License Agreement with Trial Period Option

End User Software License Agreement

User Oriented Software License Agreement

Microcomputer Software License Agreement

User Oriented Source Code Escrow Agreement

Vendor Oriented Source Code Escrow Agreement

Interim License Agreement

Software License Agreement with User Developed Functional Specifications

Revenue Sharing Agreement

Software Sales Agreement

Trial Software License

Shrink Wrap End User License Agreement

Software License Agreement With Multi Branch Option

Distributor Agreement

Checklist for Intellectual Property Audit

Licensee Oriented Software License Agreement

Licensor Oriented Software License Agreement

Software License and Distribution Agreement

Online Subscription Agreement

Software Distribution Agreement

Agency Licensing Agreement

Software Development Agreement

Checklist for Software Development Contract

User Oriented Software Development and License Agreement

Vendor Oriented Software Development and License Agreement

Customer Oriented Standard Agreement for Consulting Services

Independent Consultant Programming Services General Agreement (User Oriented)

User Oriented Consulting Agreement

Software and Equipment Development Agreement

Joint Marketing and Development Agreement

Software Development Agreement

Trial License Agreement

User Oriented Web Site Development Agreement

Beta Test Agreement in Confidence

Software Maintenance Agreement

Software Maintenance Agreement

Software Maintenance Agreement (Alternate)

User Oriented Software and Equipment Maintenance Services Agreement 

Service Bureaus

Service Bureau Agreement

Service Bureau Distribution System Agreement

Emergency Backup Service Agreement

Distributorship and Marketing Agreement

Secrecy Letter Agreement

Outsourcing Agreement

Processing and Services Outsourcing Agreement

Data Processing Outsourcing Agreement

Checklist for Outsourcing Agreements

Service Bureau Agreement __ Alternative Format

Comprehensive Outsourcing Agreement


Manufacturer/Reseller Agreement

Value-Added Reseller Distribution Agreement

International Value Added Reseller Agreement

Value Added Reseller Agreement

Value Added Reseller Support Agreement

PC Software Distribution Agreement

Sales Representative Agreement

Software Publishers and Work for Hire

Author/Publisher Nondisclosure Agreement

Author Oriented Software Royalty and License Agreement

Publisher Oriented Software Royalty and License Agreement

Sales Representative Agreement

Distributor Agreement

Product Sales Agreement

Dealer Agreement

Software Distribution Agreement

Database Distribution and Licensing Agreement

Software Code Escrow Agreements

Two Party Escrow Agreement between Producer (Licensor) and Escrow Agent for Benefit of End Users (Licensees)

Three Party Escrow Agreement between Producer (Licensor), End User (Licensee) and Escrow Agent

Litigation of Computer Actions

In addition to services related to the computer industry, we provide a number of services at all stages of the business cycle, from business plan development to forming the business entity, such as "S" or "C" corporation, limited liability company or partnership, We also provide documentation and negotiation services related to expansion and leveraging of the business, relations with customers and vendors, employment and independent contractor issues, selling off the business, and business litigation. Examples of business litigation we handle include, but are not necessarily limited to:

Breach or enforcement of contract

Fraud, misrepresentation, nondisclosure and concealment

Breach or enforcement of a noncompetition, nondisclosure or noninterference agreement

Misappropriation of Trade Secret litigation


Unfair competition

Commercial defamation and disparagement

Interference with contractual relations

Breach or enforcement of warranty

Breach or enforcement of royalty or license agreement

Dissolution of business entity

Breach or enforcement of franchise agreement

Distributorship disputes

Shareholder squeeze-outs

Breach of fiduciary duty

Employment torts

Lender liability

Civil RICO


Entrepreneurial self analysis quiz

Business Plan

Pre-incorporation Checklist

Co-founder noncompetition and nondisclosure agreement

Consent to Serve as Registered Agent

Subscription Agreement

Founder Agreement with Subscribing Investors


Articles of Incorporation

Consent of Incorporators

Consent in Lieu of Organizational Meeting

Minutes of Organizational Meeting


Share Legends

Attorney Letter re: Incorporation

Share Purchase & Security Agreement

Stock Escrow Agreement

Shareholder Voting Agreement

S Corporation Preservation Agreement

Revocation of S Corporation Election

Shareholder Consent S Election Revocation

Consent of Shareholders

Gift of Stock to Spouse

Gift of Stock to Minor Child

Rule 4 (1-1/2) Letter

Termination of Share Purchase Agreement

Shareholder Re-Purchase Agreement

Instructions to Escrow Agent


Notice of Special Director Meeting

Waiver of Notice Director Meeting

Notice of Shareholder Meeting

Waiver of Notice of a Shareholder Meeting

Officer's Certificate of Mailing

General Proxy

Irrevocable Proxy

Revocation of Proxy

Sample Director Resolutions

Dissent of Director

Stock Power

Lost Certificate Indemnity Agreement

Resignation of Director

Resignation of Officer

Articles of Amendment

Articles of Restatement

Resignation of Registered Agent


Articles of Organization

Articles of Organization of Professional LLC

Articles of Organization by Conversion from a General Partnership

Articles of Organization by Conversion from a Limited Partnership

Articles of Merger of Corporation into LLC

Plan of Merger of Corporation into LLC

Restated Articles of Organization

Amended Articles of Organization

Articles of Correction

Consent of Registered Agent

Operating Agreement - Member Governed

Operating Agreement - Manager Governed

Resolution of LLC Authorizing Borrowing

Articles of Dissolution

Notice to Creditors Regarding LLC Dissolution

Registered Limited Liability Partnership

Registered Limited Liability Partnership Agreement

Amendment to General Partnership Agreement to Convert to RLLP


Employment Agreement (General)

Employment Agreement (CEO)

Consulting Agreement

Consulting & Licensing Agreement

Consulting Agreement

Employee Share Purchase Agreement

IRC § 83(b) Election

Key Employees' Incentive Share Option Plan

Incentive Stock Option Agreement

Director Non-qualified Option Plan


Revolving Loan Agreement

Shareholder Financing Agreement

Demand Note

Amortized Note

Balloon Payment Note

Limited Recourse Note

Security Agreement


Letter of Intent

Stock Purchase Agreement

Non-competition Agreement

Stock Pledge Agreement

Opinion Letter

Resignation of Officers & Directors

Indemnity Agreement

Sample Resolutions

Exclusive Dealings & Confidentiality Agreement


Letter of Intent

Sale of Asset Agreement

Unconditional Guarantee

Bill of Sale

Notice of Bulk Transfer

Certificate of Officer

Assumption of Liabilities

Assumption of Lease

Intellectual Property Assumption

Non-competition Agreement

Consent to Lease Assignment

Waiver of Landlord's Lien

Assignment of Accounts Receivable

Opinion Letter

Director Resolutions 


Letter of Intent

Investor Rights Agreement

Stock Lock-up Letter

Preferred Stock Purchase Agreement

Option to Purchase Shares

Warrant to Purchase Shares

Convertible, Subordinated, Callable Debenture


Client Questionnaire

Uniform Application to Register Securities

Uniform Consent to Service of Process

Uniform Form of Corporate Resolution

Prospective Purchaser Questionnaire

Purchaser Representative Questionnaire

Accredited Investor Questionnaire

Subscription Agreement

Consent of Accountants

Securities Proceeds Escrow Agreement


Trademark/Service Mark Application

Assignment of Registered Trademark or Service Mark

Assignment of Trademark Application

Assignment of Copyright

Cease & Desist Letter

Assignment of Patent

Patent Owner Agreement

License Agreement

Submitted Idea Agreement

Software Royalty Agreement

Work for Hire Agreement

Photography Model Agreement

Confidentiality Agreement


Director Resolutions Recommending Dissolution

Shareholder Resolutions Approving Dissolution

Articles of Dissolution [Incorporator]

Articles of Dissolution [Directors & Shareholders]

Articles of Merger

Dissenter's Notice to Demand Payment

Corporation's Dissenter's Notice

In addition, please feel free to contact us by phone (502.509.4115) or e-mail us at if questions arise regarding day-to-day legal issues related to the operation of your business. Often a few words of counsel can prevent a major costly legal problem later. Please visit other areas of our web site for articles we have written on business legal issues and solutions and for helpful links for government agencies, entrepreneurial resources and other favorite sites which might also be of help to you. We appreciate the opportunity to be of service to you and look forward to working with you in the future.


Stuart  Adams Law Office, P.S.C.
8909 Featherbell Blvd.
Prospect, Kentucky 40059-7673
Phone (502) 509-4115

Norton Commons® Office

Prospect, Kentucky

by appointment only



©2014 Stuart Adams Law Office, P.S.C.