Business Contracts & Agreements Attorney in Tampa

Operating Agreements (LLC)

Governs member rights, management structure (member-managed vs manager-managed), profit distribution, capital contributions, transfer restrictions, and buyout provisions on exit, death, or disability.

Shareholder Agreements

Governs ownership rights in a corporation: buy-sell provisions, drag-along and tag-along rights, transfer restrictions, voting agreements, anti-dilution protections, and dispute resolution.

Partnership Agreements

Defines partner roles and authority, capital contributions, profit and loss sharing ratios, decision-making procedures, and dissolution terms for general and limited partnerships.

By-Laws

Corporate governance rules governing board composition and procedures, officer roles and authority, shareholder meeting requirements, voting thresholds, and amendment procedures.

An indemnification clause determines who bears financial responsibility when a third party makes a claim arising from the contract. A well-drafted indemnification provision specifies which party bears the cost of third-party claims, defense costs, and judgments - and under what circumstances. Overbroad indemnification can make you responsible for losses that have nothing to do with your performance. Missing indemnification leaves you exposed when your counterpart's actions create liability that flows back to you. Every commercial contract should have a carefully scoped indemnification clause.

Limitation of liability clauses cap the amount of damages one party can recover from the other. A common structure caps total liability at the amount paid under the contract and excludes consequential damages entirely. Without a limitation of liability clause, a breach of a $10,000 service agreement could theoretically expose you to a claim for the client's lost profits, which may be many times the contract value. These clauses must be carefully negotiated - vendors want low caps, clients want high ones. We advise on what is reasonable for your industry and transaction type.

Non-compete agreements in Florida are governed by Florida Statute 542.335, which requires that any restriction on competition must be reasonable in time, geographic area, and line of business, and must protect a legitimate business interest. Legitimate business interests include trade secrets, substantial relationships with specific customers, and specialized training. Six months is presumptively reasonable; up to two years may be enforceable with sufficient justification. Beyond two years is presumptively unreasonable. Non-solicitation of customers and employees operates under the same framework. Generic non-competes that lack a specific legitimate business interest will not hold up. We draft restrictions that protect real business interests and survive judicial scrutiny.

IP assignment clauses determine who owns work product created under the contract. This is critical for independent contractor agreements, development contracts, creative services, and any engagement where something is being built. Without a clear assignment clause, the contractor or vendor may retain ownership of the work product even after you pay for it. Florida follows the federal work-for-hire doctrine for employees - but independent contractors are not employees, so IP created by a contractor belongs to the contractor absent an explicit written assignment. Every contractor agreement and CIAA we draft includes clear IP assignment language tailored to the work being performed.

A force majeure clause excuses a party's nonperformance when an unforeseeable event beyond their control prevents them from fulfilling the contract - natural disasters, government actions, pandemics, or supply chain disruptions. The scope of force majeure is defined by the contract language itself, not by general law. A broadly drafted force majeure clause protects you when external events make performance impossible or impractical. A narrowly drafted or missing clause leaves you liable for breach even when the failure to perform was entirely outside your control. We draft force majeure provisions that are specific enough to be enforceable without being so broad that the counterpart refuses to sign.

Termination provisions define how the contract ends - by expiration, for convenience, or for cause. A well-drafted termination for cause clause specifies what constitutes a material breach, what notice must be given, and how long the breaching party has to cure before termination is effective. Termination for convenience provisions allow one or both parties to exit without cause on notice. Remedies for breach should address whether the non-breaching party can seek specific performance, damages, or both. Poorly drafted termination clauses lead to disputes about whether a valid termination occurred - which can result in the breaching party claiming wrongful termination. We draft termination provisions that give you clear exit rights without creating unnecessary risk.

Choice of law clauses specify which state's law governs the interpretation and enforcement of the contract. Venue clauses specify where disputes must be litigated or arbitrated. For Florida businesses, these clauses should specify Florida law and Florida courts - ideally in the county where your business operates. Without a choice of law clause, a dispute with an out-of-state party could result in litigation governed by another state's law in another state's courts, at significant cost and inconvenience. We always include Florida choice of law and venue provisions in contracts for our Florida business clients.