Contracts we cover

Review of agency and studio client services agreements under New York law: scope, payment, IP on payment, liability.

Attorney review of statements of work: scope, acceptance criteria, change control, payment triggers, order of precedence with the MSA.

NDA review for agencies and small businesses: definition of confidential information, exclusions, duration, remedies, mutual vs one-way.

Consulting agreement review: fees and expenses, work product IP, liability caps, non-solicitation, governing law.

MSA review: liability caps, indemnities, IP, termination, order of precedence with SOWs, governing law.

Software and website development agreement review in New York: code ownership and assignment, work made for hire limits, acceptance, milestones, NY sales tax on software, Freelance Isn't Free Act.

Purchase agreement review for business sales of goods under New York UCC Article 2: signed record at USD 500 or more, battle of the forms, warranty disclaimers, four-year limit.

Vendor and supplier agreement review under New York law: goods and services supply terms, UCC 2-201 and 2-207, multi-year terms, Freelance Isn't Free Act for one-person vendors.

New York independent contractor agreements: Freelance Isn't Free Act requirements (written contract at USD 800 or more, required terms, payment within 30 days, 6-year record keeping), IP assignment, classification.

Employer-side review of New York offer letters and employment agreements: pay terms, Labor Law 195 pay notice, pay transparency, confidentiality carve-outs, trade secret immunity notice, IP assignment.

Severance agreements for New York employers: OWBPA waivers over 40, GOL 5-336 limits, NLRB, Speak Out Act and NY WARN points, scope fit.

Non-compete agreements for New York employers and business buyers: BDO Seidman test, pending S9759 and NYC bans, FTC rule removal, scope fit.

Stock option agreement review for small companies granting options: vesting, exercise price, ISO and 409A tax rules, SEC Rule 701, New York BCL 505(d) approvals; plan adoption may need fuller work.

Dental associate contract review in New York: production vs collections pay, noncompete radius under the BDO Seidman reasonableness test, pending noncompete bills (S9759), termination; practice purchases may need more.

Review of New York LLC operating agreements and partnership agreements: ownership, capital, voting, transfers, buyouts, deadlock; LLC Law 417 written agreement within 90 days, publication, beneficial ownership disclosure.

Review of small business asset purchase agreements in New York: assets and liabilities, price and allocation (IRS Form 8594), NY bulk sale notice (Tax Law 1141(c), Form AU-196.10), seller representations, indemnities.

Founders and shareholder agreement review for New York corporations: vesting, voting agreements (BCL 620), transfers and buyouts, deadlock, shareholder wage liability (BCL 630), dissolution for oppression (BCL 1104-a).

SAFE and convertible note review under New York and federal law: valuation cap, discount, side letters, Rule 506 and Form D, New York usury risk on notes.

Promissory note and business loan agreement review under New York law: usury caps, repayment, default, security, UCC 3-104 and CPLR 3213 enforcement.

Franchise agreement review for New York franchisees: FTC Franchise Rule, FDD timing, New York registration under GBL 681, 683 and 691, scope fit.

Tenant-side review of New York office and retail leases: rent, extra charges, term and renewal, personal liability, assignment, repairs; GOL 5-703 writing rule, recording, NYC Bar and REBNY lease forms.

Review of New York home improvement and small construction contracts: GBL 770 to 772 required terms, 3-business-day cancellation, deposits, NYC DCWP license and model forms, Lien Law trust funds, prompt payment.

Residential lease review for New York landlords: deposit and fee limits, renewal notices, Good Cause Eviction disclosure, FARE Act broker fees, void lease clauses.

Real estate purchase agreement (contract of sale) review in New York: signed writing rule, property condition disclosure, state and NYC transfer taxes, deposit and escrow; closing needs full representation.

SaaS and subscription agreement review in New York: auto-renewal notice rules (GOL 5-903, GBL 527-a), SHIELD Act security terms, sales tax on remote software access, SLAs, liability caps.

IP license and IP assignment review in New York: signed-writing rule for copyright transfers, work made for hire limits, employee invention assignments (Labor Law 203-f), likeness consent, royalties and scope.

Influencer and brand deal agreement review in New York: FTC endorsement disclosure, usage rights and likeness consent, exclusivity, Freelance Isn't Free Act, Fashion Workers Act, synthetic performers.

Website terms and privacy policies for New York businesses: SHIELD Act, GBL 349, GBL 527-a, COPPA, Child Data Protection Act, open-licensed models, scope fit.

Data processing agreement (DPA) review for small US vendors and their customers: SHIELD Act safeguards, breach notice, CCPA service provider terms, subprocessors, liability; GDPR-heavy DPAs may need more.

Liability waiver review for New York gyms, studios, tour and event operators: GOL 5-326, instruction vs recreation, minors, assumption of risk, lease and parking rules.

Demand and cease and desist letters for New York businesses: CCA 1803-A for NYC commercial claims, limits on threats, consumer debt rules, scope fit.

Settlement and release agreement review for small businesses in New York: scope of the release, payment timing, confidentiality limits in discrimination settlements, age claim waivers, FLSA approval; litigated disputes need full representation.