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    Advising the Small Business Library

    Forms for Representing Small Businesses

    Forms included: 

    • Terms and Conditions for Fee Agreements
    • Credit Card Acceptance Language
    • Letter to Client Considering Other Counsel
    • Sample Fee Deferral and Investment Provision for Fee Agreement

    Protecting Intellectual Property Forms

    Forms included:

    •  One-Way Nondisclosure Agreement (NDA)
    • Mutual Confidentiality Agreement
    • Trade Secrets Agreement
    • Technical Consulting Agreement
    • Trademark Assignment

    Business Plan Forms

    Forms included:

    • Template for an Executive Summary
    • Business Plan Outline for Retail Business
    • Business Plan Outline for Technology Business

    Contracts for Small Businesses

    Forms included:

    • Discussion Points for a Joint Venture or Strategic Partnership
    • Mediation Followed by Arbitration
    • AAA Arbitration with Ceiling for Specific Type of Dispute
    • Arbitration of a Specific Issue Only
    • International Arbitration
    • Exception to Arbitration
    • Jury Trial Waiver with Judicial Reference Alternative
    • Choice of Law and Jurisdiction Based on Defendant
    • Terms and Conditions of Sale
    • Website Terms of Use

    Form for Legal Structures for Small Businesses

    Form included:

    • Discussion Items for Determining Form of Entity

    Forms for Organizing or Cleaning Up a Corporation

    Forms included:

    • First Correspondence to Newly Formed Corporation
    • Second Correspondence to Newly Formed Corporation
    • Articles of Incorporation—California
    • Certificate of Incorporation—Delaware
    • Statement of Incorporator
    • Bylaws—California
    • Bylaws—Delaware
    • Initial Written Consent of Board of Directors
    • Rules for Shareholders’ Meetings
    • Time and Responsibility Schedule for Annual Shareholder Meeting
    • Directors’ Written Consent
    • Shareholders’ Written Consent
    • Stock Assignment Separate from Certificate
    • Lost Securities Indemnity Agreement
    • Foreign Corporation Certificate—Delaware
    • Certificate of Amendment—Delaware
    • Resignation of Officer/Director
    • Agreement for Inspector of Election
    • Report of Inspector of Election
    • Agreement to Terminate Voting Trust

    Forms for Organizing or Cleaning Up an LLC

    Forms included:

    • First Correspondence to a Newly Formed LLC
    • Limited Liability Company Certificate of Formation
    • Limited Liability Company Certificate of Formation—Series
    • Limited Liability Company Certificate Face
    • Limited Liability Company Certificate Legend
    • Managers’ Written Consent for Limited Liability Company
    • Written Consent of LLC Members
    • Operating Agreement—California Short Form
    • Operating Agreement—California Corporate Format
    • Operating Agreement—Delaware Series
    • Operating Agreement—Nevada Manager-Managed

    Forms for Organizing or Cleaning Up a Partnership

    Forms included:

    • Certificate of Limited Partnership—Delaware
    • Limited Partnership Agreement—California
    • Amendment to Limited Partnership Agreement
    • One-Page General Partnership Agreement
    • Partnership Agreement for LLP—California

    Founders and Advisors Agreements and Forms

    Forms included:

    • Founders Agreement
    • Shareholder Agreement
    • Offer Notice Pursuant to Right of First Refusal
    • Provision to Deal with Phantom Income
    • Insurance-Funded Buyout Provision
    • Bylaws for a Board of Advisors
    • Board of Advisors Agreement
    • Valuation Provision for Buy-Sell Agreement
    • Indemnification Agreement for Director or Advisor

    Raising Money Through Private Placements Forms

    Forms included:

    • Outline for Private Placement Memorandum
    • Directors’ and Officers’ Questionnaire
    • Subscription Agreement
    • Blue-Sky Law Requirements and Rule 506 of Regulation D

    Seed Financing and Angel Investors Forms

    Forms included:

    • Term Sheet—Series A
    • Term Sheet—Series B
    • Term Sheet—Convertible Debenture
    • Placement Agent Agreement
    • Warrant for Placement Agent Agreement
    • Convertible Debenture
    • Purchase Agreement—Series A
    • Convertible Note Subscription Agreement with Form of Convertible Note

    Venture Capital Forms

    Forms included:

    •  Investor Scorecard
    • Term Sheet for Venture Capital Investment—Series A
    • Preferred Stock Provisions for Venture Capital Investment
    • Stock Purchase Agreement
    • Shareholders Agreement
    • Investor Rights Agreement

    Forms for Hiring Employees

    Forms included:

    • Employment Application with Background Check
    • Employment Offer Letter
    • Confidential Information and Invention Assignment Agreement
    • Employment Agreement
    • Executive Employment Agreement
    • Sales Representative Agreement
    • Severance Agreement

    Forms for Providing Equity Incentives to Employee

    Forms included:

    • Stock Option Plan and Stock Option Grant
    • Stock Option Agreement

    Forms for Liquidity Events

    Forms included:

    • Agreement to Engage Business Consultants
    • Due Diligence Checklist
    • Asset Purchase Agreement
    • Escrow Agreement for Asset Purchase
    • Bill of Sale and Assignment for Asset Purchase
    • Assignment and Assumption Agreement for Asset Purchase
    • License Agreement for Asset Purchase
    • Bulk Sale Notice for Asset Purchase
    • Time and Responsibility Schedule for IPO
    • Closing Checklist for Merger Transaction
    • Due Diligence Checklist for Opinion of Counsel
    • Officers’ Certificate