The Contract Adviser
Practical Common Sense Insight about
Contracts and Corporate Transactions
The Small Business Contracts Handbook
(Self-Counsel Press, 2010) is a plain English resource of 1st resort
to help attorneys (and entrepreneurs) understand and negotiate a
wide variety of legal provisions found in common business
contracts, focusing on basic business combination and loan
transaction documents, as well as contracts for the sale of goods
and services.

ISBN-10: 1551808560; ISBN-13: 978-1551808567; 314 pages

Click to see the table of contents (pdf file).

Click to see Lawrence's corrections and clarifications to the book.
© 2008 Lawrence Hsieh
ContractAdviser.com is a trademark of Lawrence Hsieh.
Small Business Contracts Handbook
Contract provisions discussed (in plain English) include deal point and boilerplate provisions found in the
following types of transactions:

  • Buying or Selling a Business (Asset Purchase Agreement / Stock Purchase Agreement).  
    Covering deal structure (assets and liabilities), representations (from the mundane ["due
    organization"] to the esoteric ["sandbagging"]), covenants, closing conditions (ancillary
    documentation), indemnities, etc.

  • Borrowing Money (Term Loan Agreement / Revolving Loan Agreement / Guaranty).  Covering
    payment, repayment and prepayment issues, representations, as well as affirmative, negative and
    financial covenants, etc. for loan agreements.  Covering the meaning of guaranty "buzzwords" (e.g.,
    "guaranty of payment versus collection", "absolute, unconditional and irrevocable", "waiver of notice,
    presentment, et al").

  • Buying or Selling Goods (including Purchase Order and Sales Confirmation provisions and
    Distribution Agreements).  Covering purchase price payment terms, delivery, title, risk of loss,
    warranty disclaimers, exclusivity, non-competition, etc.

  • Buying or Selling Services (including Sales Representation Agreements).  Covering commission
    payment terms, independent contractor status, exclusivity, non-competition, etc.

  • Confidentiality Agreement

  • Small Business "Buy-Sell" Arrangements (including the non-tax provisions of Shareholder
    Agreements and LLC Operating Agreements).  Covering the mundane [first refusal rights] to the
    esoteric ["tag-along" and "drag-along" rights].

  • Boilerplate (including termination, remedies and limitation of liability and severability).
This website and other publications of Lawrence Hsieh contain practical and useful information on a wide variety of legal matters.  
The information in this website or any publication of Lawrence Hsieh is not intended to constitute legal, accounting or professional
advice.  If you require legal or other expert assistance, then you should seek the services of a licensed professional.  Thank you.
Click to visit the Amazon.com webpage for this book.