Contracts Lawyers

I would begin by looking at your contract first. Usually, there is a termination clause that talks about what happens in the event of a material breach. It may well be that there's conduct such as repeated breaches, prolonged breaches etc that allow for the contract to terminate. Also- look in the dispute resolution section- if you can sue or if you have to arbitrate or follow some procedure. If one side fails to perform, they are in breach- but a breach of contract doesn't automatically terminate it. You can send a letter notifying the other side of the breach, you can tell them you believe the contract should terminate - but they can disagree. And the risk is that you decide that you are not bound by the contract and refuse to perform they can pursue you for breach. Additionally, Florida courts have consistently recognized that a material breach goes to the essence of the contract, allowing the non-breaching party to terminate the agreement. The situation is tricky as both sides can end up stuck litigating what was and what was not "material" and what was terminated when. But if we are looking at whether there is a legal theory that supports rescinding the contract in the event of the other side's unwillingness to perform the answer is yes- Under Florida law, anticipatory repudiation occurs when one party to a contract unequivocally refuses to perform its contractual obligations before the time for performance has arrived. This doctrine is well-established in Florida contract law and allows the non-breaching party to take specific actions in response to the repudiation. However, the non-breaching party must demonstrate that it was ready, willing, and able to perform its obligations under the contract at the time of the breach.

Please post this as a project attorneys can bid on. It would be hard to give you a generalized answer without knowing the details and trying to piecemeal it can do more harm than good. But I would definitely think about what is being sold/when/ how. How is the payments made? What IP is included, when does ownership transfers, is there financing, are there any licenses required, any documents that need to be executed, any inspections, due diligence etc

Hello! I am a New York Attorney with a law office in Long Island City. Thank you for answer your question. A comprehensive co-founder agreement is crucial for establishing a solid foundation for your new business venture. Since you've already covered equity distribution, roles, and decision-making processes, you're on the right track. Here are key additional elements to include ensuring all parties are protected and potential challenges are addressed: 1. Contributions and Commitments: Clearly define the initial contributions and ongoing commitments of each co-founder. 2. Vesting Schedule: Implement an equity vesting schedule to secure long-term commitment. 3. Ownership of Intellectual Property: Specify that all developed intellectual property belongs to the company. 4. Salaries and Compensation: Decide on founders' compensation arrangements. 5. Dispute Resolution: Establish a process for resolving conflicts efficiently. 6. Founder Exit and Buyout Clauses: Define procedures for different exit scenarios. 7. Decision-Making Authority: Clarify decision-making protocols. 8. Non-Compete and Non-Solicitation Clauses: Protect the business from competing actions. 9. Confidentiality Agreement: Enforce confidentiality of sensitive information. 10. Dissolution of the Business: Outline steps for winding down the company. 11. Amendments to the Agreement: Specify how the agreement can be updated. 12. Governing Law and Jurisdiction: Determine the governing laws in case of disputes. Consider involving a lawyer to review the agreement for legal compliance. These elements will provide a clear roadmap to navigate conflicts and ensure a successful partnership. Does this address all your concerns? Feel free to seek clarification on any specific section! There should be a button on your page that allows you to request a proposal from me specifically for the legal service you request. Best regards, Attorney Damien B.

Yes, a licensing agreement can usually be terminated when the licensee fails to meet required quality standards, but whether you can do so depends on the language of your contract and how you handle the termination process. Courts enforce termination rights strictly, and you’ll need to show the breach is material rather than minor. Why Quality Failures Can Be a Material Breach Licensing agreements are built on protecting a brand. If the licensee’s products don’t meet agreed standards, that failure strikes at the heart of the deal. Poor quality undermines reputation, erodes consumer trust, and damages the goodwill the licensor has worked to build. Because of this, most agreements treat failure to meet quality standards as a material breach that allows the licensor to terminate if the breach isn’t corrected. Reviewing Your Agreement The first step is to examine the actual contract. Focus on provisions that describe: • Quality control obligations: These may reference specific product specifications, quality manuals, or compliance with industry standards. • Termination rights: Look for “for cause” termination language, which often lists quality failures as a trigger. • Notice and cure requirements: Many agreements require that you notify the licensee of the breach and give them a period (commonly 30 to 60 days) to correct it. • Dispute resolution procedures: Some contracts require mediation or arbitration before termination. You’ll need to comply with these provisions precisely. If you don’t, you risk a wrongful termination claim. Building the Record The burden will be on you to show the breach is real and significant. Documentation is key: • Collect product samples, photos, and inspection results that demonstrate the defects. • Keep a record of customer complaints, returns, or negative reviews linked to quality. • Maintain internal notes or reports from employees who’ve identified problems. • Save communications with the licensee where quality concerns were raised. If the licensee disputes termination, this evidence will support your position that the breach was material. Notice of Breach If the contract requires a cure period, you must send a written breach notice. That notice should: • Cite the contract provisions that have been violated. • Describe the quality issues in detail. • Attach or reference supporting evidence if possible. • Specify the time period for cure as outlined in the contract. • Make clear that failure to cure within that time will result in termination. The notice should be sent in the form specified in the contract, for example by certified mail or overnight courier. Termination if the Breach Isn’t Cured If the licensee fails to resolve the problems within the cure period, you may proceed with termination. The termination notice should: • State clearly that the agreement is being terminated under the relevant clause. • Identify the uncured quality failures as the reason. • Provide the effective termination date. • Remind the licensee of post-termination obligations, such as ceasing production and sales of your branded products. Protecting Your Interests After Termination If the licensee continues to sell after termination, you may need to seek an injunction to stop them. If you’ve lost sales or suffered reputational harm, you can consider pursuing damages. At the same time, you’ll want to secure a new licensee or manufacturing partner to maintain supply and protect your brand. In some cases, a carefully managed public statement can help maintain customer confidence. Limitations and Risks Not every defect will justify termination. Courts distinguish between minor issues and breaches that are serious enough to go to the root of the contract. Delay in taking action can also be seen as waiving the right to terminate for those particular breaches. Because wrongful termination can expose you to counterclaims, it’s best to have an attorney review your contract and prepare the necessary notices. Through Contracts Counsel, you can quickly connect with experienced contract attorneys who understand licensing disputes and can guide you through the process with confidence.

If the original agreement allowed for the advisor to make these changes unilaterally (without your input/consent) and/or on some predefined periodic basis, then yes, they can. However, if the agreement is silent about changes to the terms of your relationship, or is otherwise restrictive about how/when changes can happen, then no, they can't simply decide to change the terms. The next thing you'll want to evaluate is the termination language of your agreement and see if and how much notice is required for either of you to end the relationship. It's sometimes the case that the change notification you received is really an attempt to get you to terminate the agreement when they don't have the power to do so. But you'd need someone to review the agreement for you to provide competent advice.