Law Office of Anthony Cerminaro Business & Technology Legal Services

Purchase & Sale of Business Legal Services

2007-05-30T13:14:00.000-05:00

I represent buyers and sellers of businesses in both taxable and tax-deferred transactions. I counsel clients on planning, transaction structure and legal terms, assist in the negotiation, prepare documents to effect the transaction and handle closings and post-closing matters. I advise clients on buy-outs, reorganizations and restructuring of businesses, including resolution of conflicts among owners. I provide services in connection with:

Negotiated Asset Acquisitions and Stock Sales
Management and Leveraged Buy-Outs
Due Diligence Examinations
ESOP Transactions
Acquisitions and Divestitures of Divisions of Public Companies
Debt & Equity Financing

Independent General Counsel Legal Services

2007-03-07T14:30:00.000-05:00

I provide independent general counsel services to growing and established businesses. The role of "independent general counsel" can be structured in a variety of ways, and can evolve with your company’s needs.

I am available on a part-time or as-needed basis, on-site or remotely, to supply all of the services normally provided by inhouse or inside general counsel --- everything from drafting and negotiating contracts, form agreements and policies to providing advice and services regarding your strategic planning, corporate governance, dispute resolution and legal compliance issues.

As Independent General Counsel, I will provide your company with the advantages of having an experienced, senior attorney available to meet your ongoing business legal needs without having to pay a full-time salary, or law firm rates. Yet you receive all the benefits of having in-house counsel:

Cost-effective legal services and advice
No "meter running"
Hands-on understanding of your business and its needs
More responsive and proactive legal advice
The flexibility to engage an outside law firm
As much or as little advice as, and when, needed
Expertise and experience to fit your needs
No need to add legal staff to your payroll

I work closely with you and can help you hire, coordinate and oversee outside firms handling litigation, patent filings and other specialized matters outside the scope of my engagement that may require the resources of another lawyer or a larger firm.

Please contact me at acerminaro - at- FixedFeeLegal -dot- com if your company is growing and needs a cost effective way to obtain contract, compliance and general business legal counsel.

Technology Law and Legal Services

2007-02-01T14:56:00.001-05:00

I provide a variety of technology-related legal advice and services including:

Legal Compliance Reviews
Website Compliance Audits
Privacy Policies, Disclaimers
Email and Internet Use Policies
Privacy Compliance Audits
Intellectual Property Protection
Technology Commercialization
eCommerce Agreements
End User License Agreements
Privacy and Data Rights Security
Publishing & Multimedia Agreements
Software Development Contracts
Distribution Licensing Agreements
Software and IP Licensing Agreements
Product Distribution Agreements
Confidentiality, NDA, Noncompete agreement
Form Contracts Analysis
Strategic Alliances
Joint Venture Agreements
Product Development Contracts
Branding Agreements
Independent Contractor Agreements
"Work for Hire" Agreements

Startup & Emerging Growth Companies Legal Services

2007-02-01T14:50:00.001-05:00

I provide legal advice and services to technology startups and other emerging growth companies, including:

General Corporate and Business Counseling
Intellectual Property Strategic Planning and Commercialization
Distribution, Royalty and Other Commercial Arrangements
Technology Acquisition and Licensing
Trademark and Copyright Protection
Mergers and Acquisitions
Private Securities Offerings
Strategic Alliances
Business Formation
Shareholder and Buy Sell agreements
Confidentiality and noncompete agreements
Nondisclosure and submission agreements
Assignment Agreements
Transfer restriction agreements
Employment Agreements
Equity Compensation Agreements
Independent contractor agreements
Angel Investments
Debt Financing
Venture Capital

Fixed Fee Technology Dispute Mediation Services

2007-02-01T14:48:00.000-05:00

I provide technology dispute mediation services. Mediation is an effective way to resolve technology-related business disputes, quickly, privately, and without the continuing costs of litigation. Mediation can help put an end to costly arguments that disrupt normal business operations, such as those involving:

Dissatisfied customers
Current and former employees
Vendors or distributors
Intellectual property
Partnership disputes
Leadership succession
Dissolution of business relationships
Non-compete agreements
Family business disputes
Income distribution and profit-sharing
Software development
Systems Integration
Service Level Agreements
Joint Ventures
Techology Licenses
Distributorship disputes
Confidential Information

What is Mediation?

Mediation is facilitated negotiation. My role as mediator is that of a neutral who has no stake in the outcome of a dispute and no bias for or against you or any other party to the dispute. I assist the parties in reaching an agreement that is acceptable to them. The agreement is not imposed upon you; it is reached through the facilitated negotiation process. There are no rules of evidence and not set procedures for the presentation of your concerns. Before mediation begins, you and I and the other the parties to the dispute agree upon the procedures that we will follow.

Advantages of Mediation

Skillful mediation helps parties be heard. The mediator works to ensure that neither party dominates the process. Although the mediator does not act as an attorney for either party or give legal advice, the mediator may provide substantial legal information in helping the parties look at the likelihood of a court-imposed result. The mediator guides the parties in achieving a reasonable and realistic agreement, which may be filed in court as the resolution of a litigated matter. A mediated settlement is effective because the parties themselves create the agreement. This gives the parties a greater stake in making it work than they would have with court-imposed orders.

Preliminary Discussions

Prior to the mediation, I will communicate with the parties and their representatives individually. These preliminary discussions provide:

• An introduction to the participants and the mediation process.
• An opportunity for you to discuss issues affecting settlement which are important for me to know in advance.
• An opportunity for me to determine what information would be helpful for me to have at or in advance of the mediation.
• An appropriate time to discuss any concerns you might have about the mediation and your role in the process.

The Joint Meeting

When the procedures have been agreed to and a mediation agreement has been signed, we will schedule the mediation session. The mediation normally begins with a joint conference among all of the parties and their counsel. The joint session provides an opportunity for each participant, either directly or through counsel, to present their issues, approaches and concerns regarding the dispute and its potential settlement.

Individual Sessions

After the initial joint meeting, I will engage in one or more private and confidential meetings or caucuses with each of the parties and their representatives to explore their interests and possible settlement opportunities and facilitate settlement negotiations. I keep any and all information you disclose to me confidential unless you authorize its disclosure.

In these sessions, I will often help you to assess the relative strengths and weaknesses of your contentions in the dispute and help you to understand the risks involved in failing to resolve the matter. If, through facilitative negotiation, you are able to reach agreement on settlement, I will help you memorialize your agreement for signature.

Follow Up

In some cases, telephone conferences occur following mediation sessions if no agreement has yet been reached. Sometimes, further information is required for the process to continue or additional people may need to be involved in the decision making process. If necessary, I will work with counsel to finalize a settlement agreement and determine the procedures necessary for implementation.

Charges
Standard charges for my services as mediator are based on a per-diem, per-party rate, plus travel and any lodging expenses for mediation sessions that are conducted outside western Pennsylvania. For multiparty disputes, the per-diem, per-party rate is reduced. Pre-mediation session preparation, post-mediation session follow-up and all other additional costs are included in the per-party, per-diem fee.

Any mediation session conducted during a calendar day is included in the fee. There are no minimum or maximum hours per day included. No additional billing is charged for mediation that continues by telephone for any matter that does not settle on the calendar day of the mediation session. If an additional mediation session or party caucus is required, this is billed at the standard per-party, per-diem fee structure.

OnCall BizAttorney™ Package

2007-02-01T14:29:00.000-05:00

Nothing is more frustrating about the billable hour billing system than the fact that it discourages clients from contacting their attorneys for helpful legal advice.

If you want to have the freedom to call your business lawyer, as needed, without worrying about the “meter running” each time, the OnCall BizAttorney™ legal service retainer program may be the answer.

For a fixed fee, to be agreed on in advance based on expected needs, you will be free to contact Anthony Cerminaro by phone, fax or e-mail - just to confirm something you aren’t quite sure about; or if you do have a legal issue, to confirm whether it’s major or something easily resolved.

Perhaps most importantly, this encourages you to be proactive, to ask about issues before they become problems, and not wait until it’s too late.

The scope of the retainer, the term and the fee would all be agreed upon in advance. If a matter arises which is outside the agreed-on scope, I would advise you on possible next steps and you can determine whether, to what extent and on what terms you would require additional services.

Ducks-in-a-Row™ Legal Services Package

2007-02-01T14:26:00.000-05:00

Do you want to prevent the “piercing of the corporate veil” by ensuring that you are following corporate formalities? Are you considering the sale of your business or a major financing? Then, you must have your legal ducks in a row. For a fixed fee, confirmed in advance, Anthony Cerminaro will undertake specific tasks that may include the following to bring your business legal “house” in order:

Corporate

Bring all of your corporate minute books or other organizational records up to date, including preparation of all necessary shareholder and director resolutions, and complete all other required shareholder or other ownership interest documentation;

Commercial

Review your overall business structure from a legal perspective, and provide recommendations;

Review your major contracts and other commitments, including: customer and supplier contracts; distribution contracts; leases/offers to lease; financing and security agreements; joint venture, shareholder, partnership and/or other alliance agreements, and provide recommendations, if any;

If applicable, recommend other contractual arrangements and draft the documentation required.

Human Resources

Review your employment contracts and provide recommendations, if any;

Review your hiring and employment termination practices, and provide recommendations if needed;

Review your workplace policies (health and safety, human rights, harassment) and provide recommendations, if needed;

Review your business’s employment dispute history and, if necessary, provide proactive recommendations.

Intellectual Property

Review the intellectual property used, owned, or developed in the course of your business (including trade names, trade-marks, copyright, designs, patents, trade secrets), with recommendations for its protection and exploitation.

Regulatory

Determine the specific compliance, licensing or permit needs applicable to your business, and advise on compliance measures.

InHouse OutSourced™ Retainer Package

2007-02-01T14:22:00.000-05:00

You may engage Anthony Cerminaro on a “retainer” basis, for as long as you determine based on your business needs, for a fixed fee, confirmed in advance, for an agreed number of days on your site per month. The scope of services to be provided would be agreed in advance and tailored to meet your needs, but would generally be expected to include the following:

Corporate

Maintain your organization’s corporate minute books or other organizational records up to date, including preparation of shareholder and director resolutions required during the applicable period(s), and complete, where necessary, required shareholder or other ownership interest documentation;

Commercial

Review, draft, negotiate and advise on contracts and commitments, including: purchase and distribution contracts; leases; finance/security agreements; shareholder, partnership and/or other alliance agreements; software and other intellectual property licensing agreements

Human Resources

Draft, review and negotiate “standard” and other employment contracts and provide legal advice, as needed, with respect to terminations, hiring and other employment-related issues.

Intellectual Property Protection

Provide advice, as needed, with respect to trade-marks, patents, copyright, design, trade secrets and other intellectual property used, owned or developed, with recommendations for its protection and exploitation;

Communicate, proactively, intellectual property issues to relevant staff, including marketing, sales, info tech and management.

Dispute Avoidance / Dispute Resolution

Advise, proactively, on how to avoid disputes and litigation, and on alternative methods of dispute resolution, as well as assist in dispute resolution, including negotiating settlements.

Coordination and Management of Outside Counsel

Where a legal issue arises which is outside the scope of the retainer, either because of extraordinary time requirements or specific expertise needed (for example a lawsuit, environmental issue, patent filing or other specific intellectual property applications or prosecutions, or going public), services would include:

Assistance in the selection and engagement of appropriate “outside” counsel; and

Monitoring and management of counsel and the progress of the matter, both as to time and cost.