Legal Question in Business Law in Florida
What type of contract do I use and what state laws govern this agreement?
We have a small purse and accessories design company. We are going to hire a manufacturing company in Florida to manufacture our designs. We are located in California and our company is a two-person partnership. What type of agreement should we have in place with the manufacturing company that will protect our designs from copy or prevent this company from manufacturing our designs for other companies? Is this type of protection possible? Since we are in two different states, what state governs the agreement? Are there any other types of protections we should think about having in this agreement/contract? Should we ask the manufacturing company to ensure that they are following all labor laws and are not using any type of child labor?
Thank you for your help!
5 Answers from Attorneys
Re: What type of contract do I use and what state laws govern this agreement?
The first thing you should do is form a corporation. In the event something happens and you can't pay the manufacturer for its services, the corporation will be liable and not you and your partner personally. This is only one of the many benefits of incorporation.
With respect to your questions, you are free to insert whatever provisions you wish in a contract. You can set jurisdiction for litigation in California. Your contract may also contain restrictions on use of the designs.
Don't prepare the contract yourself.
Give us a call if you need help.
Re: What type of contract do I use and what state laws govern this agreement?
These matters can be determined by contract. You NEED a lawyer.
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Re: What type of contract do I use and what state laws govern this agreement?
You need a custom drafted contract created by a business attorney, which will address you concerns and more.
You may also ask such an attorney about copyrighting and possibly also trademarking your work. In addition, it may be time to consider incorporating.
Re: What type of contract do I use and what state laws govern this agreement?
First of all, you should register your copyright of your designs of the items you want to produce.
Secondly, you should draft a solid agreement between your partnership and the manufacturer that fully addresses your concerns of potential copyright infringement of your designs. The type of agreement is a service agreement where the manufacturer promises to manufacture the purses and you promise to pay them with money. The protection you require is possible. In the agreement both you and the manufacturer can agree as to what state's laws apply to the contract. Yes, there are other protections you should look into. I recommend you hire a competent attorney that can help you protect your partnership in the commercialization of your products.
Re: What type of contract do I use and what state laws govern this agreement?
The previous reply is 'on the money'.
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