
A master service agreement sets the framework for an ongoing vendor relationship, and in New York an unresolved ambiguity is read against whoever drafted it. In New York, courts treat the MSA as the controlling document and enforce its terms as written. That makes the negotiation, not the signature, the moment that decides your risk. This guide breaks down which MSA terms to press on, where vendors and clients pull in opposite directions, and how to review a draft before you commit.
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When your business buys or sells goods, New York's UCC Article 2 governs the purchase agreement and fills any term you leave out, sometimes against you. This is the contract for buying products, not a company, so the UCC primarily governs, with general contract law filling what Article 2 leaves out. In New York that reshapes written terms, conflicting order forms, warranties, and risk in transit. This guide covers what UCC Article 2 requires and the terms to settle before you order or ship.
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A New York non-compete agreement is enforceable only when it protects a legitimate business interest without undue hardship or public harm. New York has not enacted a statewide ban on employee non-competes, so courts still apply the common-law reasonableness test. Courts weigh your legitimate interest against the employee's right to earn a living, so overbroad terms fail. This guide covers the test, the errors that void a non-compete, and how it differs from non-solicitation and NDAs.
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Three Key Franchise Agreement Points From a Lawyer in NYC: Disclosure requirements 14 days before signing, non-compete and territory restrictions, and ongoing royalty and fee obligations.A franchise agreement is one of the most heavily regulated contracts in business law, and the stakes for both franchisor and franchisee are substantial. Whether you are evaluating a franchise opportunity or structuring one for your business, a contract lawyer in NYC can help you navigate disclosure rules, territorial disputes, and the long-term financial commitments embedded in these agreements. This article explores the critical issues that arise in franchise agreements and when legal counsel becomes necessary.
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Three key licensing agreements points from lawyer NYC attorney: Scope and exclusivity clauses define territory and competitive limits, royalty payment terms and audit rights protect both licensor and licensee, and dispute resolution and termination provisions require careful drafting.Licensing agreements form the backbone of modern business relationships, particularly in technology, manufacturing, and intellectual property sectors. Whether you are granting rights to use your proprietary technology or obtaining a license to operate under another party's brand or patent, the agreement's terms will shape your business risk, revenue potential, and exit options for years to come. A contract lawyer in NYC with experience in licensing transactions can help you identify hidden liabilities and negotiate terms that reflect your actual business objectives.
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Three key subcontract agreement points from lawyer NYC attorney: Written terms protect all parties, payment flow and liability allocation are critical, and disputes often arise over scope creep. A subcontract agreement is a binding contract between a prime contractor and a subcontractor that defines the scope of work, payment terms, and allocation of risk. In our experience as a contract lawyer in NYC, many construction and service companies enter into subcontracts without fully understanding how these agreements shift liability downstream or create payment disputes. This guide examines the core issues that drive litigation and explains when you need counsel to review or draft a subcontract before signing.Key IssuePractical ImpactScope of WorkVague language leads to disputes over what is included, and courts interpret ambiguities against the drafter.Payment TermsRetention clauses, holdback periods, and lien rights create cash flow risk for subcontractors.Insurance and IndemnitySubcontractors often assume broad liability, and inadequate coverage leaves them exposed.Termination RightsUnilateral termination clauses can eliminate payment for completed work.
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