Free Essay

Business Law

In: Business and Management

Submitted By shinyi29
Words 1361
Pages 6
10.01 Notice and Cure. Notice and Cure. If any Partner is in default on any obligation herein, the other Partner shall send written notice of such default to the defaulting Partner. The defaulting Partner shall have fourteen (14) calendar days after such notice is sent to cure such default. If the defaulting Partner fails to timely cure such default, the Partner that is then entitled to purchase the defaulting Joint Venturer’s share in the Partner may invoke, in addition to any other remedy at law, the sale of the defaulting Joint Venturer’s interest in the Business Cooperation as stated in paragraph 9.02.
10.02 Sale Notice. Sale Notice. Notwithstanding the written offer requirement of the selling Partner in paragraph 9.02, if the defaulting Partner fails to make the required written offer to sell his interest within five (5) days after the expiration of the cure period, any non-defaulting Joint Venturer’s that is entitled to buyout the defaulting Partner may send written notice of intent to purchase the defaulting Joint Venturer’s interest in the Business Cooperation and the defaulting Partner shall complete the sale within thirty (30) days after such notice is sent.
ARTICLE XI
REPRESENTATIONS AND WARRANTIES
11.01 Each Business Cooperation hereby represents and warrants to each other the following matters:
Each Partner has the legal power, right, capacity and authority to enter into this Agreement. However ABC COMPANY IN CHINA does have the right decisive vote in all matters in the project gathering and planning.
All requisite action (corporate, trust, partnership or otherwise) has been taken by each Partner in connection with entering into this Agreement.
Neither the execution and delivery of this Agreement nor the consummation of this transactions, nor the compliance with the terms of this Agreement conflict with or result in a material breach of any terms, conditions or provisions of, or constitute a default under, any judicial or administrative order or decree, any note or other evidence of an indebtedness, any contract, deed of trust, loan, partnership agreement or other agreement to which a Partner is a party or may be bound.
There is no pending or contemplated action, suit, arbitration, claim or proceeding, at law or in equity, affecting any Partner that would have a negative impact on the Joint Venture.
There are no attachments, execution proceedings, assignments for the benefit of creditors, insolvency, bankruptcy, reorganization or other proceedings are pending or threatened against any Partner that would have a negative impact on the Joint Venture.
There are no consents of any partner, shareholder, creditor, investor, judicial or administrative body, authority or other party that is required and that have not been obtained.
ARTICLE XII
CONFIDENTIALITY

12.01 During the term of the Business Cooperation, During the term of the Business Cooperation, each Partner will probably have access to and obtain certain confidential information, including the other Business Cooperation's customers’ identification and contact information.

Except as allowed by the non-compete provisions of this Agreement, each Partner agrees not to, directly or indirectly, use the confidential information for any purpose other than the Business Cooperation business, not to disclose it to any third party and not to make any copies of it.

At the end of the Business Cooperation, all the confidential information, including notes derived therefrom shall be returned to the Partner that originated such information.
ARTICLE XIII
NON-COMPETE
13.01 In the event that a Partner leaves the Joint Venturer, such Partner shall not compete against the Partner except as herein stated:

Any business that the Partner had prior to the formation of the Joint Venturer that was competing with the Business Cooperation may continue to be operated as such.
The departing Partner may continue to solicit and to sell products that compete with the Joint Venturer’s products to any customers that the Partner had a business relationship with prior to the formation of the Business Cooperation and that became customers of or are potential customer of the Business Cooperation
As for customers that first came to the Partner, that were not customers of the departing Joint Venturer prior to the formation of the Joint Venturer, the departing Joint Venturer may solicit and sell products that compete with the Joint Venturer’s products, provided, however, that the departing Joint Venturer immediately informs the Partner of all sales made to such a customer and shall immediately upon payment by the customer pay to the Partner one (1) percent of the net sales of the competing products purchased by such customer.
ARTICLE XIV
MISCELLANEOUS PROVISIONS
14.01 Assignment. Assignment. This Agreement cannot be assigned except by written consent of all the Partners.
14.02 Validity. Nothing herein contained shall be construed so as to require the commission of any action contrary to law, and wherever there is any conflicts between any provision of this Agreement and any law, statute or governmental ordinance or regulation contrary to which the parties have no legal right to contract, the latter shall prevail, but in such event the provisions of this Agreement effected shall be curtailed, limited and modified only to the extent necessary to bring it within legal requirements and this Agreement, as thus curtailed, limited and modified, shall continue in full force and effect.
14.03 Integrated Agreement. This Agreement embodies the entire Agreement and understanding of the parties hereto in respect to the subject matter contained herein, and supersedes all prior and contemporaneous oral and written agreements and discussions.

14.04 This Agreement may be amended only by an agreement in writing, and signed by all Parties hereto. This provision may not be waived except by agreement in writing signed by all parties hereto.
14.05 Headings. The headings, titles and subtitles used in this Agreement are for ease of reference only and shall not control or affect the meaning or construction of any provision hereof.
14.06 Notices. Except as may be otherwise specifically provided in this Agreement, all notices required or permitted hereunder shall be in writing and shall be deemed to be delivered when deposited in the Singapore mail, postage prepaid, certified or registered mail, return receipt requested, addressed to the parties at their respective addresses set forth below or at such other addresses as may be subsequently specified by written notice.
ABC COMPANY IN CHINA
ADDRESS: ……………..,
PARMERLIA POINT TRADING LTD JOINT STOCK COMPANY
ADDRESS : 6 TEMASEK BOULEVARD # 09-05 SUNTEC TOWER 4 SINGAPORE
14.07 Other Instruments. The parties hereto covenant and agree, without further consideration, that they will execute each such other and further instruments and documents as are or may become reasonably necessary or convenient to effectuate and carry out the purposes of this Agreement.
14.08 Law. This Agreement shall be governed by, interpreted and construed in accordance with the laws of the state/country of Singapore. The parties agree to jurisdiction in Singapore, Singapore and that all actions involving this Agreement, even ones where the validity of the Agreement is disputed, shall be filed exclusively in the County of Singapore and venued only in the Court Singapore system. In the event that any suit or proceeding is brought upon or arising out of the Agreement, the prevailing party shall be entitled to recover its reasonable attorneys’ fees and costs incurred therein.

14.09 This Agreement has been jointly negotiated, drafted and approved by the parties hereto, and their respective counsel, if any, and it is hereby agreed that, notwithstanding any rule or maxim of construction to the contrary, neither this Agreement, nor any provision thereof, shall be construed against any party hereto based upon authorship of any provisions hereof. The language of all parts of this Agreement shall in all cases be construed as a whole, according to its fair meaning. As used in this Agreement, the masculine or neuter gender and singular or plural number shall be deemed to include the others whenever the context so indicates or requires.

14.10 Signature. This Agreement may be executed in counterparts and faxed signatures are valid.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written. Signed, sealed and delivered in the presence of:

Similar Documents

Free Essay

Business Law

... Law, Ethics, and Corporate Governance LEG500009016*201102 January 29, 2011 Explain if it matters that a parent literally had nothing to do with a biological child in order for the child to take advantage of the Family and Medical Leave Act (FMLA) to care for that parent. The Family and Medical Leave Act of 1993 (hereinafter FMLA) provides an ethical basis for human resource decisions involving conflicts between an employer’s interest in having an employee at work to pursue the organization’s needs and an employee’s need to be away from work to attend to serious family needs that include the serious health condition of the employee, a family member, or the addition of a new child to the employee’s family. If that child resides in the home of the caregiver such as that parent is providing care or guardianship even if that child is not their biological child, then yes, they would be entitled to the Family and Medical Leave Act to care for that child. They would have to show proof of court documents stating that they are the legal guardian of the child. The FMLA encourages employers to view employees who adopt children or act as foster parents of children as parents with equal rights to leave as employees who are biological parents. Explain whether the size of the business can have any effect on whether Tony is eligible for family leave under the FMLA. Herman at Rally Motors owns a small business car......

Words: 1113 - Pages: 5

Premium Essay

Business Law

...here to make my presentation. The title of my article is “See Further” When Facing New Business Legal Matters ”, and its author is James A. Wahl. I got this article from Monroe Moxness Berg website. When start a new business, there are many areas where legal planning can save time and money in both the short and the long run. So this article tries to analysis these areas from four aspects: Corporate Structure, Trademarks and Other Intellectual Property, Non-Disclosure and Non-Compete Agreements and Exit Planning, so that help business owners create a legal structure that will maximize the value of their investment of capital and effort. The content about selecting a proper legal entity and organization relates to the unit 8 Business organizations. This part in this article analyses different business organizations, such as sole proprietorship, limited liability company and corporation, to find that proper legal entity selection and organization can, among other things, limit the legal liability of the owners, facilitate tax savings, streamline accounting, and facilitate eventual sale of the company, whether to insiders or third parties. So this part takes advantages of the knowledge of different business organizations which we will learn in unit 8. The content about trademarks and other intellectual property relates to the Chapter 8 intellectual property and internet law. This part in this article analyses the importances of using trademark and copyright......

Words: 379 - Pages: 2

Free Essay

Business Law

...resulted in a determination that the instruments were not documentary drafts and a judgment in favor of payees for the face amount of the instruments together with interest from the date of demand. We conclude that the items were documentary drafts and reverse. 2 Plaintiffs, Marcus Wiley, James Tate and James Irby, were partners engaged in buying and selling used cars under the trade name, Wiley, Tate & Irby. Over an extended period of time Wiley, Tate & Irby sold a number of automobiles to Billy Houston, a sole proprietor doing business as Houston Auto Sales (Houston). In connection with each purchase Houston executed and delivered to Wiley, Tate & Irby a negotiable instrument drawn on the defendant, Peoples Bank & Trust Company of Tupelo, Mississippi (Payor Bank). Upon delivery of each negotiable instrument, the respective automobiles sold were at once turned over to Houston. All transactions were consummated at Wiley, Tate & Irby's place of business in Milan, Tennessee. 3 In each instance Wiley, Tate & Irby deposited the instrument they received from Houston in the Milan Banking Company (Depositary Bank) and thereupon were authorized by that bank to draw against such money. The Depositary Bank transferred the instrument to Union Planters National Bank of Memphis, Tennessee (Intermediary Bank), which transferred the same to the Payor Bank. 4 Nine instruments...

Words: 637 - Pages: 3

Premium Essay

Business Law

...Anthony and Karen were partners doing business as the Petite Garment Company. Leroy owned a dye plant that did much of the processing for the company. Anthony and Karen decided to offer Leroy an interest in their company, in consideration for which Leroy would contribute his dye plant to the partnership. Leroy accepted the offer and was duly admitted as a partner. At the time he was admitted as a partner, Leroy did no know that the partnership was on the verge of insolvency. About three months after Leroy was admitted to the partnership, a textile firm obtained a judgment against the partnership in the amount of 50,000. This debt represented an unpaid balance that had existed before Leroy was admitted as a partner. The textile firm brought an action to subject the partnership property, including the dye plant, to the satisfaction of its judgment. The complaint also requested that, in the event the judgment was unsatisfied by sale of partnership property, Leroy’s home be sold and the proceeds applied to the balance of the judgment. Anthony and Karen own nothing but their interest in the partnership property. What should be the result: With regard to the dye plant- With regard to Leroy’s home- Since Leroy was admitted before the judgment was actually brought upon the partners It would make him liable to subsequent debts of the partnership along with Anthony and Karen, since the dye plant was part of the deal when Leroy entered the partnership it would be......

Words: 312 - Pages: 2

Premium Essay

Business Law

...Faculty of Business and Environmental Studies T1/13 Coursework Assignment Diploma in Engineering Business Management Module: 102KM Business Organization Assignment Title: Types of Business Organizations Date & Time of Submission : Week 10 (22:00) Assignment Weighting : 50% Word Limit : 3000 words Description of Assignment This is an individual assignment and carries 50% of the module weightage. A business can have a number of different types of ownership depending on the aims and objectives of the owners. This assignment requires further study on the different types of ownership, which makes up the different types of business organizations, which will be tested in tasks 1-3. Brief TASK 1 You are required to explain the different types of business organizations as listed below: - Sole proprietorship (10 marks) - Partnerships (20 marks) – Please discuss the different types of partnerships - Corporation (10 marks) TASK 2 For each type of Business organization identified in Task 1, discuss 2 advantages and 2 disadvantages that reflect the role of the Business Organization in the economy. 2.5marks will be awarded for each advantage and disadvantage (30 marks) TASK 3 For each of the types of business organizations listed in Task 1, explain in detail and support with a brief study of a Company that is based on that particular organization......

Words: 376 - Pages: 2

Free Essay

Business Law

...Case Study A (50%): Stan is thinking about starting a toxic waste disposal business. He plans to collect the waste from businesses that produce it and then dispose of it in a sanitary landfill. In order to start this business, Stan will need a substantial amount of money to buy and develop the landfill site and purchase five trucks capable of transporting toxic waste. What concerns would you have about operating this business as a sole proprietorship if you were Stan? What alternative form of business organization would you recommend and why? Case Study B (50%): In 2006, Sally opened a restaurant called Traders’ Place in rented premises in Ottawa’s booming financial district. She operated the restaurant as a sole proprietorship. By 2012, the business had grown and she determined that she needed experienced help to run the business. In November 2012, Sally approached Marty to see if he would become the manager of the Traders’ Place business. He agreed and the following were the terms of his agreement with Sally. Each month, Marty was paid $1000 plus 1 percent of the total restaurant revenues for that month. Total monthly revenues, on average, were about $100 000. At the end of each complete calendar year that Marty worked, if the restaurant had made a profit for the year equal to or exceeding $200 000, Marty was entitled to receive 10 percent of the profits. Marty was responsible for managing the restaurant, including opening and closing the restaurant,......

Words: 319 - Pages: 2

Premium Essay

Business Law 6

...1. Is it possible for two or more people to create a partnership unintentionally? A partnership also may be created when two or more parties who do not have a written agreement or even an intention to form a partnership act in such a way as to lead third parties to believe that a partnership exists. 2. How can a person overcome prima facie evidence of a partnership? By showing that the share of profits received represented wages or payments of a debt, interest on a loan, rent, or the purchase price of a business or goods. 3. Under the Uniform Partnership Act, is partnership property owned in the name of the partnership or in the names of the partners? Under the Uniform Partnership Act, any partnership property, whether real or personal, may be owned either in the names of the partners or in the name of the firm. 4. What can personal creditors of one partner do to try to collect the partners debt form the partnership? The personal creditors of one partner can ask a court to order that payments due the debtor partner from the partnership be made to the creditors. They also can force the sale of a debtor partner’s interest in the partnership. 5. How will partnership profits and losses be share if the partnership agreement does not fix the ratio? If the partnership agreement does not fix the ratio of sharing the profits and the losses, they will be shared equally, not in proportion to the contribution to the capital. 6. If no date for the......

Words: 1099 - Pages: 5

Premium Essay

Business Law

...have Miriam, who is a wealthy investor wanting to invest in their dream. Miriam will provide the capital with minimal participation in the business, but is wanting to profit from the business. Business Entity, Control, Taxation, Liability Since there are three individuals wanting to gain and contribute to this sports bar and restaurant the best suitable entity would be as a general partnership. A general partnership is recognized as being one in the same as its owners. Lou and Jose will be constituted as the general partnership, whereas Miriam would be known as partnership by estoppel. An estoppel is classified as one who is not permitted to deny the partnership. Control in a general partnership is based on the agreement by all partners. A general partnership only has one level of taxation, and is considered a tax-reporting entity and not a tax-paying entity. The profits that will be acquired from the sports bar and restaurant, each partner will be granted their share. Since each individual gets their amount as agreed upon, it goes into an individual account meaning that each need to report their earnings on tax forms individually. The liability that exists in a general partnership include unlimited personal liability. Each partner in a general partnership is liable for maintaining the partnership’s obligations. In the event of a law suit, joint partnership is sued as a group, and several liability individual partners are sued. There are three main rules that apply......

Words: 835 - Pages: 4

Free Essay

Business Law

...Law of agency From Wikipedia, the free encyclopedia Jump to: navigation, search The law of agency is an area of commercial law dealing with a contractual or quasi-contractual, or non-contractual set of relationships when a person, called the agent, is authorized to act on behalf of another (called the principal) to create a legal relationship with a third party.[1] Succinctly, it may be referred to as the relationship between a principal and an agent whereby the principal, expressly or impliedly, authorizes the agent to work under his control and on his behalf. The agent is, thus, required to negotiate on behalf of the principal or bring him and third parties into contractual relationship. This branch of law separates and regulates the relationships between: • Agents and principals; • Agents and the third parties with whom they deal on their principals' behalf; and • Principals and the third parties when the agents purport to deal on their behalf. The common law principle in operation is usually represented in the Latin phrase, qui facit per alium, facit per se, i.e. the one who acts through another, acts in his or her own interests and it is a parallel concept to vicarious liability and strict liability in which one person is held liable in criminal law or tort for the acts or omissions of another. In India, section 182 of the Contract Act 1872 defines Agent as “a person employed to do any act for another or to represent another in dealings with third......

Words: 4577 - Pages: 19

Free Essay

Business Law

...Case 1 1. An agent is a person (which can include an entity, like a corporation, partnership, or LLC) who acts on behalf of and subject to the control of another by authority from him. The category of agent can affect their liability to any claims and the two main categories of agent: General agent: a general agent is an agent authorized by the principal to conduct a series of transactions involving continuity of service, like a manager of a business. A general agent does not require fresh authorization for each transaction. Special agent: a special agent is an agent who is authorized to conduct a single transaction or a series of transactions not involving continuity of service. In other words, an agent who is given specific authority and specific instructions for a specific purpose is called special agent. Jane’s contract, which gives her authority to act on their behalf for the purchase of all ladies fashion ranges fulfills three elements-consent, control and on behalf of-of an agency relationship indicating that the case satisfies the definition of agency relationship between the Jane and her employer. Jane is supposed to be regarded as a special agent since the contract specifically mentions the range of her authority which is all ladies fashion ranges. We should pay attention that, as generally, the principal will not be liable for third parties who deal with special agents in areas outwith their specific instructions. 2. Before an agency can be......

Words: 1553 - Pages: 7

Premium Essay

Business Laws

...Business Entities, Laws, and Regulations Trudy E. Hartis BUS/415 November 20, 2011 Mark Rorem Business Entities, Laws, and Regulations A business assumes limitations and liabilities when building the structure of the organization. There are several types of business entities, hiring an accountant or attorney can help you decide what type of business structure best fits the need of the organization or business that you want to establish. Sole proprietorship, is a form of business with the least amount of legal formalities and the owner assumes sole responsibility for finances and operations of the business. “C” Corporation, are separate entity from its owners. Providing shareholders protection from liability and debts. “S” Corporation, similar to a corporation and is exempt from federal income tax. General Partnership, require an agreement between two or more individuals or entities to own and operate a business. Limited Partnership, form of business that offers some of the partner’s limited liability. Limited partners contribute capital and have limited liability but assume not active role in the daily business affairs. Limited Liability Partnership, LLP’s is organized to protect individual partners form personal liability for the negligent acts of others partners or employees not under their direct control. Limited Liability Company, LLC is a combination of the corporate and partnership forms of business (Types of Business Entities,......

Words: 1121 - Pages: 5

Premium Essay

Business Law

...ORGANIZATIONAL FORMS Yvette Crespo 310.1.2 The following is an explanation of six types of business models. I will explain the advantages and disadvantages, liability, incomes taxes, longevity, control, profit retention. Location and or convenience and burdens. In conclusion, the reader should have a clear understanding and overview of the six types of business forms. SOLE PROPRIETORSHIP The overall benefits of a sole proprietorship are the flexibility and inexpensive way you can organize and control the company. The owner can create their own policy and procedures as long as they are with the parameters of the law. They receive all income generated by their business and can reinvest as they see fit. Disadvantages There are a few disadvantages sole owners can experience such as raising funds, use their own personal savings and acquiring debt through business loans. Obtaining and retaining high performing talent can be challenging due to sustainability of employment and medical benefits. Income Taxes When filing income taxes as a sole proprietor you must use a Schedule C form along with Schedule SE and Form 1040. Taxes are paid on all profits of the business. Any money left in the account at the end of the year has to be reported and taxes must be paid the balance. Recording keeping is crucial as a sole proprietor. You can deduct expenses such as operating costs, travel, equipment and start-up costs. (Nolo, 2011). Self-employment taxes must be paid......

Words: 1696 - Pages: 7

Premium Essay

Business Law

...Business Law Name Institution Business Law When starting a new business, there is a range of legal issues that the two graduates should put into consideration before making the business operational. Everything from the business structure to its operation to its name has legal implications. Before starting the business, the two graduates are required to sample legal concerns that they want to address with their attorney before they start the business (Miller, Cross, & Jentz, 2013). They should make sure that the business name they wish to use (“Take No Prisoners” in this case) is not already being used by some other business. They can accomplish this by conducting a name search using the appropriate state agency, which is often the office of Secretary of State. In case the chosen name is not used already by another organization, they can go ahead and reserve it with the office of the Secretary of State for a period of about 120 days, as they prepare their articles of organization or a partnership agreement. They will also need to decide on the kind of business structure that suits their business such as partnership or limited partnership. In deciding this, they will be required to take into consideration liability issues that are associated with their business (Miller, Cross, & Jentz, 2013). The graduates will also be required to acquire a business license and a tax registration before beginning their operation. When selecting the......

Words: 357 - Pages: 2

Free Essay

Business Law

...Proprietorship BUS 311: Business Law 7 Jul 2014 Sole Proprietorship Upon the decision to start a new business, one must ask the question of what type of business entity they intend to initiate. According to Rodgers, Author of the book Essentials of Business Law, “One of the most fundamental decisions all businesspersons face in starting a business is how that business will be organized,” (2012). There are several deferent business entities to choose from. The business owner would have to weigh the different possibilities and factors such as taxes and liability to find which entity fits their intentions best. Most new small businesses options come down to a sole proprietorship, a partnership, a Corporation, or a Limited Liability Company (LLC). “For many small business, the best initial choice is either a sole proprietorship or if more than one owner is involved a partnership,” (Steingold, 2003). Even though it possesses more liability on the owner, if I were to start a new business I would have to choose sole proprietorship as my business entity. “When you start a new business, you must choose a legal format,” (Steigold, 2014). This decision will be the blue print for how the new business will operate in the years to come. As such, the new owner must weigh the benefits and the consequences, examine liability, personal time, expenses and taxation. According to Steingold (2014), it’s in the best interest of the owner to follow a checklist for starting a new business.......

Words: 1669 - Pages: 7

Free Essay

Business Law

...PACE UNIVERSITY Law 101 - Business Law I CRN 70058 Fall 2015 Professor Frank G. Colella Wednesdays 9:00 AM – 12:00 PM Syllabus Text: Anderson’s Business Law and the Legal Environment Comprehensive Volume/22nd Edition/Twomey & Jennings Course Objectives 1. 2. 3. 4. 5. 6. To acquaint students with the basic laws governing contracts, torts, crimes, consumer protection, and administrative agencies. The nature and sources of law, the court system, alternate dispute resolution, and the U.S. Constitution will also be studied. To help students gain a sense of the broader legal environment of business. To help students gain a historical perspective on the development of law. To encourage students to think critically about the law and consider the ethical implications of business transactions. To help students view the law in the context of local, national, and global forums. To develop written and oral presentation skills in the study of law. Homework consists of written answers to the questions at the end of each assigned chapter. Unless otherwise stated, homework assignments are due on Tuesday of the week the chapter material has been assigned. Students must retain a copy of the submitted homework. Homework constitutes a minimum of 5% of the overall grade. Students will lose credit for the failure to timely submit homework (or the submission of incomplete or improperly prepared assignments). Each missed assignment will result in a deduction of 2%...

Words: 726 - Pages: 3