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