Business Contracts and Commercial Transactions

Overview

Social entrepreneurs, investors, charities, and philanthropists all routinely engage in commercial transactions as part of their day-to-day operations. These transactions require written contracts or agreements to confirm each party’s understanding and document the legal and financial relationship and details of the transaction at issue.

 

Our Approach

At Bromberger Law, our clients use contracts every day in the full spectrum of their economic activity.  We know well the unique needs and concerns of social enterprises, impact investors, nonprofits, and philanthropists. We also know that the contracts we draft should reflect those needs, whether the transaction at issue is commercial, philanthropic, or a mixture of both. 


Bromberger Law attorneys have a wealth of expertise and practical experience advising clients on a wide range of commercial transactions, ranging from simple consulting agreements to complex financing and merger agreements. We take a comprehensive approach to commercial transactions, which includes taking time to fully understand our clients' goals, advising on the structure and terms of a proposed transaction, preparing term sheets and MOUs to help the parties reach a final understanding, and working collaboratively with opposing counsel throughout the negotiation and due diligence process. Our clients rely on us to provide carefully drafted and clear agreements, offer creative and workable solutions to any issues that arise in the negotiating process, and commit the necessary time and resources to ensure their deals close on schedule.

Our Drafting Philosophy 

Our attorneys understand that, for our clients, contracts are a means to an end and a practical necessity for carrying out their business and philanthropic objectives. We believe that a well-drafted contract should be clear, concise, easily understood, and enforceable. It should protect the parties’ interests while advancing their objectives and meeting all applicable regulatory and compliance requirements. Whether drafting or reviewing contracts, we focus on clarity, speed, and precision.

 

Because our clients are at the forefront of the social enterprise movement, they often turn to us for creative solutions and advice on novel transactions and nontraditional contractual relationships. We draft agreements that empower our clients to try new strategies to accomplish their objectives, and we often include provisions incorporating their values and social or charitable missions. For example, we have experience drafting dispute resolution provisions that honor our clients’ commitment to collaborative problem-solving and to spiritual or religious values, by requiring that any disputes be addressed through a process conducted in good faith that is guided by and honors the parties’ shared values as expressed in the agreement. 

Our Commitment to Use Language as a Force for Good

At Bromberger Law, we understand that language has power and that the words we choose can profoundly affect the world around us. It is our core belief that, where possible, our contracts should reflect our firm’s commitment to social justice, equity, diversity, and inclusion. We regularly review and update our contracts to remove outdated and incorrect language, incorporate feedback from our clients and stakeholders, and ensure that our contract language aligns with the values of our firm and our clients.  For example, our contracts use gender-neutral language that is inclusive of all genders and gender identities. We expanded our standard anti-discrimination policy to prohibit discrimination based not only on race (and other protected characteristics) but also on traits historically associated with race, such as hair texture and protective hairstyles. We drafted an updated code of conduct and anti-harassment policy designed to help make our clients’ conferences and events safe and welcoming to all, and have incorporated ethical practice riders and diversity and inclusion statements into our clients’ foundational business contracts and governance documents. All of these tools and more are available to our clients when they need them.

Common Agreements and Templates

We represent clients in a broad range of commercial transactions requiring a variety of contracts and agreements. Some of the most common agreements we routinely prepare include;

 

  • Cause marketing and commercial co-venture agreements

  • Charitable donation and pledge agreements

  • Fiscal sponsorship agreements

  • Grant agreements, including those documenting recoverable grants, expenditure responsibility grants, scholarship payments, and international grants

  • Indemnification and limitation of liability agreements

  • Independent contractor and consultant agreements, employment contracts, and offer letters

  • Insurance agreements

  • Intellectual property assignment and licensing agreements

  • Joint venture agreements

  • Leases and other real estate agreements

  • Loan agreements and promissory notes

  • Merger and asset sale agreements

  • Non-disclosure and confidentiality agreements

  • Operating agreements

  • Program participation and other client agreements

  • Settlement agreements

  • Stock purchase agreements, convertible notes, and related side letter agreements

  • Purchase and sale agreements and other vendor agreements with suppliers and service providers

  • Waivers and releases

 

Many of our clients routinely use the same agreement multiple times with different parties. For example, a grant-making foundation may use a standard grant agreement to issue small grants to multiple charities. In those cases, we create template agreements in order to save our clients time and cost. 

 

We also advise our clients on the design and management of their contracting processes, including bid processes, to support them in meeting their regulatory, reporting, and compliance obligations. For example, we advise our private foundation and other grant-making clients on their process for issuing grants, including solicitation of proposals, vetting and selecting grant recipients, negotiation and execution of the grant agreement, oversight of the recipient’s use of the grant funds, and compliance with IRS reporting and disclosure requirements.

For more information on our business contract and commercial transaction services, please contact us.

 

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