Practices: Commercial Practice

Effective commercial agreements are a crucial ingredient to business success, while a poorly structured contract or agreement can cause major competitive headaches for your business. Ungaretti & Harris is well–positioned to assist you in protecting your interests in commercial arrangements because our lawyers are familiar with a wide range of businesses and industries, and how the Uniform Commercial Code and other contractual standards apply to them. You can rely on us to plan, structure and implement commercial agreements with a view to protecting your rights and maximizing profitability. Our legal team can provide you with focused advice and experience, giving both sides a smooth closing to realize the benefits of the bargain. That’s because we excel at anticipating and resolving issues and problems during negotiation, and do so efficiently and cost-effectively.

Commercial Contracts

We work directly with the senior management of and in house counsel to many public and private companies to anticipate and prevent problems, manage risks, and eliminate obstacles to growth by ensuring effective planning, drafting and implementation of commercial contracts. That includes protecting your interests through skilled preparation and vigorous enforcement of:

• Agency agreements and sales representation contracts.
• Alliance and collaboration agreements.
• Consulting arrangements.
• Customer service agreements.
• Manufacturing contracts.
• Supply contracts.
• Warranties.

When problems arise between the parties you can, depend on our help in identifying appropriate responses and remedies. Whether the issue is inaccurate disclosure of financial information, negotiation of terms in bad faith, or theft of trade secrets and infringement of intellectual property rights, you get the full range of remedies available – from resolution under the Uniform Commercial Code to a temporary injunction or pursuit of tort claims through litigation.

Government Contracts

Government contracting is a complex and competitive process that involves not only bidding and supply issues, but also disputes that can mean civil or even criminal litigation. Whether you’re bidding on government business as a contractor or subcontractor, we can give you the help you need to resolve a contract dispute, handle a bid protest, or find the best ways to establish or expand business with local, state and federal government clients. You can rely on us to develop bids and proposals that are responsive to government requests for proposals and statements of qualifications, including the latest changes in contract requirements involving performance, pricing, conflicts of interest, technology and security. Once your contract is secured we can help with all performance issues, including interpretation of contract clauses, identification and pricing of change orders, and defense against government audits and investigations.

Licensing and Joint Ventures

Clients of all kinds – manufacturers, industry and professional associations, software developers, and more – rely on us to handle the entire spectrum of business ventures, from traditional license agreements to complex joint development of applications and systems. That includes drafting and negotiating agreements to obtain, commercialize and license computer-related intellectual property rights, as well as software licensing and distribution agreements, network services and data acquisition agreements. If you wish to structure co-branding and marketing arrangements, or professional services and consulting agreements, we can both maximize your financial return and protect your business interests. In joint ventures or strategic alliances, you can rely on us to handle the due diligence analysis, including all concerns involving antitrust and confidentiality.

Distribution and Franchise Arrangements

The business objectives and economic expectations of all parties in franchise and distribution relationships are always complex, and sometimes conflicting. Whether you are a manufacturer or distributor, a franchisor or franchisee, you can turn to Ungaretti & Harris to structure and implement distribution and franchise agreements that achieve enterprise-wide benefits. That includes attention to detail in every aspect of the deal: advertising arrangements, intellectual property issues, disclosure documents, warranty and indemnity terms, and management arrangements. If you have complex issues involving multi-level distributorship or franchise offering circulars, we can structure the terms to minimize the chances for future disputes.

Employment Agreements

Disputes over non-compete agreements often pit employers against each other. We’ve handled litigation representing both employees’ former and new employers, and are skilled at securing and resisting TROs and permanent injunctions to protect employer interests in either type of case. The same holds true for drafting these agreements – you can get our help to either prevent the disclosure of sensitive information, or to secure your rights to all the information to which you’re entitled.

Quick & Effective

When it comes to commercial agreements, Ungaretti & Harris knows that time is money to every client. We negotiate deals quickly and resolve disputes effectively. We won’t overstaff transactions or waste time haggling over legal minutia. You get an effectively structured commercial arrangement that protects your interests, anticipates problems and meets your competitive needs.