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CONTRACTS

Legal documents are a necessary part of doing business, any business.  AMC Legal provides legal document review with a full written opinion. We can also create a custom contract drafted just for your needs. AMC Legal does not provide form contracts. The contracts provided are made to fit your needs and your particular business.  We can review or create customized agreements for Illinois businesses such as: leases, non-disclosure agreements and non-compete agreements to name a few. 

Here is just a few of the agreements that AMC Legal has created for its clients:

  • Intellectual Property Assignment
  • Release Agreement
  • Software Design Agreement
  • Non Disclosure/Confidentiality Agreement
  • Privacy Policy for Website
  • Terms of Service/Use for Website
  • Rental Agreement
  • Personal Loan Agreement
  • Shareholder Loan Agreement
  • Promissory Note
  • Investment Agreement
  • Service Agreement
  • Partnership Agreement
  • Lease Agreement
  • Consulting Agreement
  • Trademark Assignment
  • Software License Agreement
  • As well as the ones listed below

The fee to review or create a custom contract depends on the type of contract, its length and complexity. Be rest assured that the fee is a flat fee (not hourly unless negotiations are required) and is very reasonable.

Shareholder’s Agreement: You should not start a business with a partner unless you have a Shareholder’s Agreement! I cannot stress this enough. It happens time and time again. You start a business with your best friend, who you’ve known your whole life. You think you would never argue or disagree or pull one over on each other. But it does happen, even to the best of friends. Starting a business can put stress on even the best of relationships. Start out right with a Shareholder’s Agreement. Even if you do get along and never argue, there are provisions in the Agreement that every Shareholder can benefit from. The Agreement will set forth how to deal with many situations that may arise in running a business. Here is a list of some of the many issues resolved in the Agreement. What if a Shareholder wants to sell his stock? What happens to the stock when a Shareholder dies? What happens in one Shareholder stops participating in the business? When will dividends be distributed? What happens to intellectual property created by a Shareholder for the business? What if a Shareholder leaves to compete with the company? What if my partner wants to add more Shareholders but I don’t? What if I want to close the business? This agreement starts at $150 custom or complex provisions may add to the price.

Single Member Operating Agreement: Single Member LLCs are treated differently than Multi Members LLCs both in their tax treatment and possibly in liability treatment. LLCs are generally new in the grand scheme of things. They have not been around long enough to have all issues fully litigated in Illinois. In some other states, single member LLC owners have been viewed as if they are really self-employed due to the handling of corporate matters by the owner. In those situations, the LLC entity had been completely disregarded by that state for both tax and liability issues. That is why it is extremely important to have an operating agreement for this type of entity. It is important to set up how the LLC will be run and to establish from the very beginning that the LLC is truly a separate entity from its single owner. You can do this with a Single Member Operating Agreement. Without a well written Operating Agreement you could be at risk for personal liability. This agreement starts at $100 custom or complex provisions may add to the price.

Multi Member Operating Agreement: I cannot stress enough how important it is to have an Operating Agreement. You simply should not start a business with a partner without one. It happens time and time again. You start a business with your best friend, who you’ve known your whole life. You think you would never argue or disagree or pull one over on each other. But it does happen, even to the best of friends. Starting a business can put stress on even the best of relationships. Start out right with an Operating Agreement. Even if you do get along and never argue, there are provisions in the Agreement that every Member can benefit from. The Agreement will set forth how to deal with many situations that may arise in running a business. Here is a list of some of the many issues resolved in the Agreement. What if a Member wants out of the Company?  What happens to the membership interests when a Member dies? What happens in one Member stops participating in the business? How will profits be distributed? What happens to intellectual property created by a Member for the business? What if a Member leaves to compete with the company? What if my partner wants to add more Members but I don’t? What if I want to close the business? This agreement starts at $150 custom or complex provisions may add to the price.

Series LLC Operating Agreement: This agreement is included if you form your Series LLC with AMC Legal. If you formed your Series LLC either on your own or with another service and do not have this agreement, you may purchase it through us. This agreement is crucial to setting up a Series LLC. This document really is how a Series LLC is set up and run. Filing the papers with the state is simply a formality, and does not establish how the Series LLC will operate. This agreement will establish how a Series Designation (subsidiary) will be created and run. If purchased separate from the formation of the Series LLC, this agreement starts at $350 custom or complex provisions may add to the price.

Series LLC Designation Operating Agreement: This agreement is included if you form your Series Designation (Subsidiary) with AMC Legal. If you formed your Series LLC either on your own or with another service and do not have this agreement, you may purchase it through us. This agreement is crucial to setting up a Series Designation. Each Designation has its own set up and can have different Member, Manager and Officers and its own Operating Regulations. Therefore, each Designation will need its own Operating Agreement. If purchased separate from the formation of the Series Designation, this agreement starts at $350 custom or complex provisions may add to the price.

Indemnification Agreement: This is a strongly recommended agreement that every single business needs and here’s why. When you incorporate, you are protected from personal liability (provided you follow all corporate formalities) as the owner of the company. Shareholders are protected from liability by statute but directors and officers are not. With the indemnification agreement if a director or officer is found liable for a decision made in the regular course of business, the corporation will pay for any court costs and judgments the officer or director incurs in defending a lawsuit or action. This Agreement is only $75.

Employment Agreement: An Employment Agreement is an essential way to give you security as an employer and to manage the expectations of the employee. As with anything, get it in writing! AMC Legal can prepare a custom employment agreement suitable for your situation. An employment agreement can address many situations such as: scope of work, commission, salary or hourly terms, vacation, over time, sick time, non competition, employment at will or for cause termination and confidentiality. Every employer, no matter how big or how small, needs some type of agreement. This agreement starts at $120 complex provisions may add to the price.

Independent Contractor Agreement: Extreme care must be exercised when using Independent Contractors (ICs). The IRS and the state of Illinois are cracking down on the use of ICs. Illinois enacted new laws as of January 1st of this year to enforce this even more. Their motivation? Taxes of course. If your ICs truly are independent then it is the IC’s responsibility for paying employment taxes, not yours. However, they must truly be independent to be considered ICs. There are several factors the federal and state government uses to determine independence. Three of which are: is the IC incorporated on its own, is there an IC Agreement and do you exercise control (other than general direction) over the IC? If your IC is already a separately incorporated business then that is taken care of. Otherwise, you can recommend, or even require, that they be incorporated. Secondly, you need an Independent Contractor’s Agreement to legally set forth the relationship as being truly independent. Call AMC Legal to discuss this important matter and to obtain an IC Agreement. Other businesses who have dealt with ICs incorrectly have been required to pay back employment taxes for the entire time they’ve used the IC. Don’t let this happen to you. This agreement starts at $120 complex provisions may add to the price.

Stock Purchase Agreement: If you are selling or purchasing stock you will need to have a stock purchase agreement. You do not want to just sign over your stock or receive stock that is just signed over to you. You will want a written agreement spelling out the terms of the sale such as: number of stocks transferred, price of transfer, payment terms, indemnification, transfer (or retention) of voting rights and non liability clauses and many more provisions that are essential to the sale of stock. This agreement starts at $120 complex provisions may add to the price.

Stock Option Agreement: If you want to give someone the guaranteed option to purchase stock in your company you will need a Stock Option Agreement. This Agreement holds the option open for a specified amount of time for a specific dollar amount. This is one way to entice investors in your company. If you have an investor in the company who may want to become a Shareholder at a later date you can offer a stock option Agreement. This agreement starts at $120 complex provisions may add to the price.

Lenders Agreement & Promissory Note: You can lend money to your corporation and get paid back as if you are a creditor. There are many advantages to getting money into your corporation in this way. First, a direct capital contribution is paid into your corporation and you will not get it back. It is meant to be used by the corporation and to be a corporate asset. If you lend money to your business then it puts you in the shoes of a creditor. You lend the money to your business, with a lender’s agreement and promissory note, then the business will pay you back with interest. This way you can get your money back from the corporation once it is making a profit. AMC Legal can prepare this for you for $100.