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Professional Associations

Professional Association Forms For Attorneys

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Agreement For Reciprocal Non-Disclosure Of Proprietary Information (5 Pages)
$ 29.00

This Form is an Agreement by two parties to allow the exchange of proprietary information between them, but to prohibit the disclosure of such information to third parties.

Asset Purchase Agreement Of A Retail Business (8 Pages)
$ 39.00

This is a Form of a Purchase Agreement for a retail business. Issues such as inventory, accounts receivable and payable, condition of assets, lease of premises, etc. must be addressed in this Agreement. The parties should consider whether, as here, a non-competition clause should be addressed.

Buy-Sell Stockholders' Agreement: Cross-Purchase (17 Pages)
$ 59.00
This is a Cross-Purchase Stockholders’ Agreement between two stockholders and their corporation. The Agreement requires each stockholder to purchase the stock of the other in the corporation in the event of death or disability. There is also a provision requiring a stockholder wishing to sell his or her shares to give the other stockholder a right of first refusal to meet any bona fide offer (Article IV). This Agreement should be distinguished from an entity purchase agreement, where the entity itself, rather than the stockholders, is the purchaser in the event of death or disability.
Buy-Sell Stockholders' Agreement: Entity Purchase (19 Pages)
$ 49.00
Mr. Siegel, who wrote, and uses for his clients, this Form, advises that these buy-sell agreements are now more attractive to clients. Specifically, he says:
 
"Since the 2017 Act repealed the corporate alternative minimum tax, the prior law making life insurance payments owned by a corporation and collected at death to facilitate a buy-sell an AMT tax preference is over. That discouraged some C corporation entity purchases. They may be more favorable now."

This is an entity purchase Stockholders’ Agreement whereby the Corporation is the purchaser of the stock of a deceased or disabled stockholder. The Agreement addresses a number of situations where a stockholder may wish to sell his or her stock, namely a sale to a third party, death and permanent disability. Article IV gives the corporation first, then the remaining stockholders, a right of first refusal to purchase the shares of a stockholder wishing to sell. Note that the price indicated here for the “insiders” to buy is the lesser of the third-party offered price or the agreed-upon price for the stock included in the Agreement. If desired, that could be changed to force the insiders to meet the offered price.
By-Laws Of A Delaware Business Corporation (17 Pages)
$ 29.00

This is a Form of corporate by-laws for a corporation incorporated in the State of Delaware. The Form contains the material required by Delaware law regarding stockholders, directors, officers, governance of the corporation, etc. If desired, references to Delaware law could be removed from this Form and it could be adapted to be used in other States.

By-Laws Of A Medical Corporation (19 Pages)
$ 29.00

This Form is a set of By-Laws of a professional medical corporation. The key difference between this Form and a set of by-laws of a non-professional corporation is that here, all of the directors and shareholders must be licensed doctors. Persons who are not licensed doctors are prohibited from serving as directors of the corporation.

Confidentiality Agreement (4 Pages)
$ 29.00

This Form is a Confidentiality Agreement that may be used in various situations, including as a preliminary document to be signed by two companies seeking to engage in a joint venture or to share know-how and technology or to merge, as well as in situations where an individual is hired as a consultant for a particular project or is being interviewed as a prospective employee.

Consulting Agreement (3 Pages)
$ 29.00

This is a form of Consulting Agreement to be entered into by a business entity and an individual for the performance of consulting services. The Agreement may be modified to indicate with specificity the type of services to be rendered. The method of compensation of the consultant in these Agreements may vary.

Consulting Agreement For The Seller Of A Business (6 Pages)
$ 39.00

This is a Form of Consulting Agreement to be used in a situation where the Consultants have just sold their business to the Company as the purchaser. Several issues may be addressed here: the Company wants to retain the availability of the Consultants for their know how, familiarity with clients and customers, etc.; there may also be a tax concern – if the purchaser pays for the ownership interest of the sellers, the sellers may have capital gain, and the purchaser may have an asset that cannot be depreciated – or only depreciated over many years.

Consulting Agreement With Designated Representative (10 Pages)
$ 39.00

This is a Form of Consulting Agreement in which the person who will be performing the consulting services is an employee of another Company. Accordingly, the Company is hired as Consultant, but the particular desired individual is named as the Designated Representative and made a party to the Agreement.

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