Key customer and supplier contracts and standard trading termsAre your template documents clearly drafted with any ambiguities removed? Have all of the relevant contractual terms been properly committed to writing and do you have systems in place to ensure that insofar as possible your terms will prevail over those of your trading partners (to try and win any ‘battle of the forms’)? Do your documents reflect current law? Do they contain appropriate limitations on your business’ liability to try and minimise exposure? Limitation of liability, particularly in higher risk businesses, may be of particular interest to an investor or buyer. Are there any change of control clauses entitling a third party to terminate on a change in your business’ ownership, which need to be amended or eliminated? Whilst perhaps less likely in an investment scenario (unless the investor is acquiring a majority stake), this could be a key issue if you’re looking to sell. And, of course, make sure that any website trading terms are up to scratch to properly showcase the business.
Employment ContractsAre your employment contracts, particularly any with key personnel, fully compliant? Are they tight enough to protect your business, for instance do they contain effective non compete restrictions? If your business has acquired any other business in the past, are there any transfer of undertakings regulations applicable to any employees that you took on? In addition, would it be prudent to consider any necessary rationalisations of the workforce before any potential investment round or sale?
Intellectual Property and GDPRDepending on the nature of your business, there could be significant value in your intellectual property. Perhaps it’s time to carry out an Intellectual Property ‘audit’ to exactly establish what you’ve got. Have you duly registered any IP rights that are capable of registration? Is documentation in place to ensure that all appropriate IP rights vest in your business, rather than in the individuals creating it? Also, make sure that you’re fully GDPR compliant, it’s big news these days. In addition to the above, there may be other things that you need to look at, for instance, you might want to check that your constitutional documents and Companies House filings are up-to-date and that your property documents are in order. When getting investor, or sale, ready, it’s worth taking that extra time to check the state of your documentation, and give it a polish.
How can we help?At LawBite, our expert lawyers can check whether your contracts:
- Contain everything you need
- Are clear and unambiguous
- Contain clauses that are unfair or dangerous for your business
- Conform with current law and regulation
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