"FLORIDALEGAL FORMS

Volume 8

SPECIALIZED FORMS

ByJAMES W. MARTIN

Member of the Florida BarSt. Petersburg, Florida

Sections 1.1-13

ST. PAUL, MINN.WEST PUBLISHING CO.

1990

COPYRIGHT @ 1990

By

WEST PUBLISHING CO.

DEDICATION

Ubrary of Congress Catalog Card Number: 89-052134

The author dedicates this book to Lynda,Jamie and Molly.

*

8 FJaLegal Forms-Specialized Forms

ill

PREFACE

This compilation of forms comes from many different areas of lawpractice and is intended to be a starting point for the practitioner toprepare his or her own forms. It is hoped that this work will be foundto be a thorough collection of both often-used forms and specializedforms so that it will become a ready reference for the practitioner.Every effort has been made to include forms that will assist thepractitioner in his or her daily practice.

The chapters included reflect the changing nature of law practicein Florida. Chapter 6 (Arts, Sports and Entertainment) is an entrypoint into the legal forms for the growing entertainment industry inthis state. Chapter 13 (Construction Contracts) reflects the 1990changes in the construction lien law, formerly known as the mechanicslien law. Chapter 11 (Computer Contracts) provides various examplesof contracts found in use in this field, which has so profoundly affectedthe way we live, and also includes a glossary of computer terms.Chapter 20 (Independent Contractor Agreements) and Chapter 15 (Em-ployment Agreements) provide numerous forms that arise in the dailypractice of a business lawyer. Chapter 27 (Releases and SettlementAgreements) includes forms for general releases, mutual releases, set-tlement stipulations, and structured settlements.

As is the case with every form book, the practitioner shouldcarefully read each form before using it, should investigate the factsinvolving his or her client's matter, and should carefully research theapplicable law. Laws are constantly changing so forms must continual-ly be updated and revised by those using them. The forms in this bookare the rough drafts, the point of beginning, if you will, and are notintended to replace factual investigation and legal research by thepractitioner.

JAMES W. MARTINSt. Petersburg, Florida

October, 1990

*

v

ACKNOWLEDGEMENT

The author thanks his family for their patience in allowing himtime away from home to complete this book; Katy Prats, Esq. for hersupport; Amy Ringler, Karen Dietz, Molly Martin, and Annette Hill,for their many hours of proofreading assistance; West PublishingCompany editors for their constant positive encouragement; and West'ssupport staff responsible for typesetting and printing this first editionfor their skill and ability in producing fine quality books for ourprofession.

*

VII

SUMMARY OF CONTENTS

Volume 8Chapter Page1. Acknowledgment and Verification 12. Advertising Contracts 113. Affidavits and Certificates 664. Agents, Brokers, Dealers and Powers of Attorney 935. Arbitration and Alternative Methods of Dispute Resolution 1976. Arts, Sports and EntertainmenL________________________________________2227. Assignments 4088. Attorneys at Law 4369. Bill of Sale Forms 47110. Bond Forms ~________________________________________________________48311. Computer Contracts___________________________________________________________51312. Consignnients 65113. Construction Contracts 668

Volume 914. Contract Forms in General________________________________________________115. Employment Agreements 5116. Exhibitions and Shows 18717. Gifts, Subscriptions and Pledges 21918. Guaranties and Sureties 24219. Indemnities 27520. Independent Contractor Agreements 29921. Motor Vehicles and Transportation Services 36122. Names 39723. Notices 41424. Novation 42625. Patents, Trademarks and Copyrights 43426. Receipts and Acknowledgments 50727. Releases and Settlement Agreements 52428. Rental and Lease of Goods 60129. Ships and Boats 680

Table of Statutes 739Index 745

*IX

TABLE OF CONTENTS

Volume 8CHAPTER 1. ACKNOWLEDGMENT AND VERIFICATION

Sec.1.1 In General.1.2 Forms of Acknowledgment-By Individual-Short Form.1.3 Sworn Form.1.4 __ By Corporation-Short Form.1.5 Sworn Form.1.6 __ By Foreign Corporation-Sworn Form.1.7 __ By Partnership-Short Form.1.8 _. Sworn Form.1.9 __ By Agent-Short Form.1.10 Sworn Form.1.11 __ By Trustee, Personal Representative or Public Officer-Short

Form.1.12 __ By Trustee-Sworn Form.1.13 __ By Husband and Wife-Sworn Form.1.14 __ By Personal Representative-Sworn Form.1.15 __ By Person in Armed Forces.1.16 Verification of Documents.

CHAPTER 2. ADVERTISING CONTRACTS2.1 In General.2.2 Contract Between Advertiser and Advertising Agency.2.3 Contract of Employment Between Advertising Agency and National

Advertiser.2.4 __ Memorandum Form.2.5 Authority Granted Advertising Agency to Purchase Space.2.6 Newspaper Advertising Space Contract (General Form).2.7 Newspaper Advertising Contract (Short Form).2.8 Magazine Advertising Contract-Offer by Publisher to Advertiser in

Form of Rate Card.2.9 Contract for Radio Broadcasting.2.10 Radio Facilities Agreement.2.11 Radio Program Agreement.2.12 Network Television Facilities Agreement.2.13 Network Television Program Agreement.2.14 Agreement Between Owner of Building and Advertiser Granting Right

to Maintain illuminated Sign on Roof.2.15 Agreement Between Owner of Building and Advertiser Granting Right

to Exhibit Electrical Advertisement.2.16 Lease Agreement Between Owner of Land and Advertising Company

Granting Right to Maintain Signboards.2.17 Lease of Wall Space for Display Advertising.

XI

TABLE OF CONTENTS

Sec.2.18 Souvenir Program Advertising Contract.2.19 Theater Program Advertising Contract.

CHAPTER 3. AFFIDAVITS AND CERTIFICATES

A. INTRODUCTION

3.1 In General.

B. AFFIDAVITS

3.2 Common Form of Affidavit.3.3 Venue.3.4 Name of Affiant and Statement That Affidavit Was Sworn-Alternative

Forms in the Third Person.3.5 __ Alternative Forms in the First Person.3.6 Name of Affiant and Statement That Affidavit Was Affirmed-Alterna-

tive Forms in the Third Person.3.7 __ Alternative Forms in the First Person.3.8 Name of Affiants and Statement That Affiants Were Sworn or M-

firmed-Two or More Persons.3.9 Jurat-Alternative Forms.3.10 __ Affidavit Taken by Commissioned Officer of Armed Forces-Alter-

native Forms.3.11 __ Affidavit to Be Used in Another State.3.12 __ Affidavit to Be Filed for Record.3.13 Authentication of Affidavit Made Outside the State by Court Clerk.3.14 __ Verification of Clerk's Authority by Judge.3.15 Affidavit of Publication-Uniform Statutory Form.3.16 Affidavit of Mailing.3.17 Affidavit of Posting.3.18 Affidavit of Service.3.19 Affidavit as to Copies of Papers.3.20 Affidavit as to Identity of Parties to Deeds.3.21 __ By Notary Public.3.22 Affidavit as to Marital Status.3.23 __ By Third Person.3.24 Affidavit of Circulator of Petition.3.25 Affidavit by Attorney in Fact That Principal Is Still Living.3.26 Affidavit by Owner as to Judgment Lien.3.27 _ By Third Party.3.28 Verification of Statement of Claim.3.29 Affidavit of Parents as to Age of Minor Child.3.30 Affidavit for Lost Securities.3.31 Affidavit of Forgery.3.32 __ Another Form.3.33 Affidavit for Obtaining License.3.34 Affidavit of Shareholders' Vote and Directors' Resolution Authorizing a

Sale or a Lease of Corporate Property.

XII

TABLE OF CONTENTS

C. CERTIFICATESSec.

3.60 Certified Copy of Document.3.61 Certified .Copy of ·Nonjudicial Public Record, Certified Under Act of

Congress (28 U.S.C.A. § 1739).3.62 Certified Copy of Judicial Records, Certified Under Act of Congress (28

U.S.C.A. § 1738).3.63 County Clerk's Certificate of Officer's Authority. .3.64 Certified Copy of Corporate Resolution Authorizing Security Agreement.3.65 Certificate and Extract of Minutes of Last Annual Meeting.

CHAPTER 4. AGENTS, BROKERS, DEALERS AND POWERSOF ATTORNEY

A. INTRODUCTION

4.1 In General.

B. POWERS OF ATTORNEY

4.2 Short Form of Power of Attorney.4.3 __ With Delegation Clause.4.4 Common Form of Power of Attorney-With Substitution and Ratifica-

tion Clauses.4.5 __ With Hold Harmless and Termination Clauses.4.6 Another Form.4.7 Long Form of Power of Attorney.4.8 __ Another Form.4.9 __ Another Form.4.10 Corporate Power of Attorney.4.11 Husband and Wife's Joint Power of Attorney.4.12 Power of Attorney Where There Are Several Appointers and Several

Attorneys.4.13 Power of Attorney to Two Persons-In Case of the Death, Absence or

Refusal of Both or Either to Act, Then to Another Alone, or WithEither of Them That Will Act.

4.14 Power of Attorney to Sell Land-By Individual.4.15 __ By Corporation.4.16 Power of Attorney to Convey Separate Estate.4.17 Power of Attorney to Collect Debts.4.18 Power of Attorney to Collect Debts. in Another State or Abroad.4.19 Power of Attorney to Collect Dividends.4.20 Power of Attorney to Transfer Securities-Generally.4.21 __ Specifically.4.22 Power of Attorney to Transfer Specific Security-Assignment Separate

From Certificate.4.23 Power of Attorney to Sell Securities Deposited as Security for the

Faithful Performance of an Obligation.4.24 Power to Transact Business With Bank.4.25 Power of Attorney to Represent Heirs in Foreign Country.4.26 Power of Attorney to Prosecute Claim.

XIII

Sec.4.274.284.294.304.314.324.33

4.604.614.624.634.64

4.904.914.924.934.944.954.964.974.984.994.1004.1014.1024.1034.1044.1054.1064.1074.1084.1094.1104.1114.1124.1134.1144.1154.1164.1174.1184.1194.1204.1214.122

TABLE OF CONTENTS TABLE OF CONTENTS

Sec.4.123 Power to Receive and Settle for Share of Estate.4.124 __ Another Form.

E. FORMS RELATED TO POWERS OF A'ITORNEY

4.160 Ratification of Agent's Act.4.161 __ Another Form.4.162 Grant of Further Power by Indorsement on Original Power of Attor-

ney.4.163 Appointment of Substitute Under Power of Attorney.4.164 Another Form.4.165 Revocation of Power of Attorney.4.166 Revocation and Appointment of New Agent.4.167 Termination of Power of Attorney.4.168 Notary's Certificate to Copy of Power of Attorney.

F. BROKERS, DEALERS AND AGENTS

4.200 In General.4.201 Contact Between Distributor and Dealer-Non-Exclusive ..4.202 Another Form.4.203 Contract Between Manufacturer and Dealer-Exclusive.4.204 Contract Between Distributor and Dealer-Exclusive Appointment.4.205 Contract Between Newspaper Publisher and Dealer.4.206 Exclusive Distributorship Contract.4.207 __ Minimum Purchase Requirement.4.208 Distributorship Agreement-Exclusive Appointment of Distributor in

Foreign Country by United States Manufacturer.4.209 __ Non-exclusive Appointment by Foreign Base Corporation.4.210 Contract with Magazine Distributor.4.211 Contract Employing Broker for Sale of Business.4.212 Contract Employing Broker to Find Business for Purchase.4.213 Agreement With Broker-With Protective Clauses for Principal.

CHAPTER 5. ARBITRATION AND ALTERNATIVE METHODSOF DISPUTE RESOLUTION

5.1 In General.5.2 Appraisal Under Standard Fire Insurance Policy.5.3 Agreement to Appraise Real Estate.5.4 Submission Agreement for Appraisal of Real Estate.5.5 Provision in Contract for Appraisal.5.6 Provision in Lease for Appraisal.5.7 Mediation Clause-ConstructionIndustry.5.8 Another Form.5.9 Provision for Mediation.5.10 Submission to Mediation-Construction Industry.5.11 Arbitration Agreement.5.12 Arbitration Clause in Contract.5.13 Clause in Construction Contract.5.14 __ Another Form.

xv

Power of Attorney to Sell Vessel.Power of Attorney to Manage Partnership Business.Power of Attorney to Represent Stockholder in Corporate Affairs.Power of Attorney to Manage Investments for Principal Going Abroad.Power of Attorney to Act in All Affairs for Principal Going Abroad.Power of Attorney by Member of Armed Forces.Authorization for Medical Treatment.

C. DURABLE POWERS OF A'ITORNEY

Durable Power of Attorney.__ Another Form.__ Another Form.__ To Spouse.Medical Authorization, Durable Power of Attorney and Guaranty.

D. SPECIFIC POWERS CLAUSES

Power to Act Generally.Power to Collect Debts.Power to Collect Rents.Power to Collect Dividends.Power to Mortgage Land.Power to Assign Mortgage.Power to Satisfy Mortgage.Power to Manage Business.Power to Manage Branch Store.Power to Employ Clerks.Power to Deal With Negotiable Instruments.Power to Draw Checks.Power to Accept Bills of Exchange.Power to Deposit in Bank and Draw Checks.Power to Invest.Power to Transfer Securities-Generally.__ Specifically.Power to Vote at Corporate Meetings.Power to Pay for Necessaries.Power to Manage Real Property.Power to Sell and Convey Land.Power to Execute Deed.Power to Release Wife's Interest in Land.Power to Lease.__ Short Terms.Power to Erect and Lease Building.Power to Renew Lease and Sell the Term.Power to Make Repairs.Power to Effect Insurance.Power to Institute and Settle Action.Power to Defend Suits.Power to Carry on or Compromise Litigation.Power to Settle Personal Injury Claims.

XIV

Sec.5.155.165.175.185.195.205.215.225.235.245.255.265.275.285.295.305.315.325.335.345.355.365.375.385.395.40

5.415.425.435.445.455.465.475.485.495.505.515.525.535.545.555.565.57

6.1

TABLE OF CONTENTS

Sec.6.206.216.226.236.246.25

6.1006.1016.1026.1036.1046.1056.1066.1076.1086.1096.1106.111

6.1126.1136.1146.1156.1166.1176.1186.1196.1206.1216.1226.1236.124

6.150. 6.151

6.1526.1536.1546.1556.156

6.1576.1586.159

TABLE OF CONTENTS

B. SPORTS

Agreement Between Golf Club and Professional Golfer.Golf Sponsor-Player Agreement.Player Representation Contract.Player Personal Financial Management Agreement.Investment Agreement.License to Use Name.

C. WRITERS

Contract Between Producer and Writer.Contract Between Artist and Publisher of Book.__ Another Form.Dramatic Production Contract Between Producer and. Author of Play.__ Another Form.Agreement to Write a Play.Agreement Between Playwright and Sole Representative.Publication Agreement.Contract Between Publisher and Author.'__ Another Form.__ Short Form.Specific Clauses in Book Publishing Contract-Author's Grant of

Rights.Specific Book Publishing Clause-Rights Other Than Royalties.__ Publisher's Rights.__ Copyright.__ Author's Guarantee.__ Infringement of Copyright.License Disposing of Serial Rights in a Novel.Agreement to Purchase Serial Rights for Magazine Publication.Sale of Motion Picture Rights in Book.__ Grant of Rights Clause.__ Reservation of Rights Clause.Sale of Motion Picture Rights in Musical Play.Collaboration Agreement Between Two Parties for Writing a Play.License to Give Nondramatic Renditions of Music of Musical Play.

D. PERFORMERS

Singer's Engagement Contract.__ Another Form .Lecturer's Engagement Contract.Employment of Musical Director for Band.Engagement of Orchestra.Contract Between Producer and Artist.Clauses in Contract Between Producer and Artist-Services to Be

Performed.__ Retakes.-_ Compliance With Instructions.-_ Negative Covenants.

xvn

Arbitration Clause in Construction Agreement.Clause in Construction Agreement-Another Form.Arbitration Clause in Construction Agreement-Another Form.Clauses in Construction Agreement.Contractor-Subcontractor Clause.Arbitration Clause in Construction Subcontract.Arbitration Clauses in Construction Contract or Subcontract.Clause in Service Contract.Clause in Commercial Agreement.Clause in Sales Agreement.__ Another Form.Arbitration Agreement Between Members of a Trade Association.Arbitration Clause in License Agreement.Clause in Stockholders Agreement.Arbitration Clause in Lease.Arbitration Clause in Franchise Agreement.Clause in Government Subcontract.Clause in Securities Agreement.Clause in Employment Agreement.Provisions in Partnership Agreement.Provisions That Arbitrators Be Sworn.Clause Relating to Oath of Arbitrators.Clause Naming Single Arbitrator.Provision for Appointment of Third Arbitrator.Appointment of Successor Arbitrator.Clause Providing for the Naming of Arbitrators by a Designated

Agency.Clause Providing for Umpire.Clause Relating to Power of Arbitrators.Clause Making Arbitration Sole Remedy.Clause Relating to Parties and Jurisdiction.Clause Agreeing to Arbitrate After Death of Party.Provision as to Effect of Death of Party.__ Another Form.Provision Making Arbitration Condition Precedent to Court Action.Clause Authorizing Arbitrators to Employ Accountant.Authorization to Arbitrators to Employ Attorneys or Accountants.Provision for Attorney's Fees.Clause Requiring Application of Law.Clause as to Taking Affidavits and Documents as Evidence.Clause Prohibiting Modification of Terms of Agreement.Clause in Consulting Agreement.Provision That Judgment May Be Entered on Award.Provision for Expedited Procedures.

CHAPTER 6. ARTS, SPORTS AND ENTERTAINMENT

A. INTRODUCTION

In General.

XVI

Sec.6.1606.1616.1626.1636.1646.1656.1666.1676.1686.1696.1706.1716.1726.1736.1746.1756.1766.1776.1786.1796.1806.1816.1826.1836.1846.1856.1866.1876.1886.1896.1906.1916.1926.1936.1946.195

TABLE OF CONTENTS

__ Use of Artist's Name and Likeness.__ Personal Appearances.

Radio Appearances.__ Loan of Artist's Services.__ Physical Appearance.-- Personal Conduct of Artist.__ Unique Nature of Services.__ Exclusive Right to Artist's Services.-- Mental or Physical Disability of Artist.__ Commercial Tie-Ups.__ Insurance on Artist's Life.__ Term of Contract.__ Effect of an Extension.__ Free Periods.__ Down Payment.__ Compensation.__ Compensation for Artist's Equipment.__ Foreign Income Taxes.__ Continuation of Services.__ Extension of Term.__ Force Majeure.__ Default of Producer.__ Default of Artist.__ Rights of Termination.__ Wearing Apparel.__ Working Hours.__ Place of Performance.__ Conformance With Law.__ Screen Actors Guild Membership.__ Assignment.__ No Waiver.

Notices.__ Star Billing.__ Option to Extend.__ Entire Contract.__ Cancellation of Prior Contracts.

E. THEATERS

6.250 Employment of Theater Manager.6.251 __ Another Form.6.252 __ Another Form.6.253 __ Liquidated Damage Clause.6.254 __ Compensation Clause.6.255 Lease of Theater.6.256 Lease of Municipal Auditorium.6.257 Resolution Fixing Charges and Establishing Rules and Regulations

Governing the Use of Municipal Auditorium.6.258 Agreement Between City and. University for Joint Construction and

Use of Municipal Auditorium.XVIII

TABLE OF CONTENTS

Sec.6.259 Booking Agreement Between Theater Owner and Manager of a Road

Show.6.260 __ Another Form.6.261 Lease of Motion Picture Theater for Particular Purpose.6.262 Proposal for Benefit Performance.6.263 Contract for Display of Film Advertising.

F. DISTRIBUTION CONTRACTS

6.300 Contract Between Producer and Distributor.6.301 Clauses in Distribution Contracts-Requiring Separate Written Exhibi-

tion Contracts.6.302 __ Requiring Monthly Statements Where on Percentage Basis.6.303 __ Defining Gross Box Office Receipts.6.304 __ Requiring Accurate Accounting.6.305 __ Requiring Preservation of Records. .6.306 Canceling All Rights on Termination of Contract.6.307 __ Releasing Producer From Liability for Delivery Delays.6.308 __ Limiting Waivers to Particular Breach.6.309 __ Giving Addresses for Notices.

G. TELEVISION AND VIDEO

6.350 Television Exhibition Contract.6.351 License Agreement for Non-theatrical Exhibition of Sound Film.6.352 Video-Comment.6.353 Contract Provisions for Videotape Commercial Production.6.354 Production Contract.6.355 License and Hold Harmless Agreement.6.356 Rental Agreement-For Production.6.357 Rental of Videotape for Home Use.

. 6.358 Rental of Videotapes, Equipment, Etc.

H. MISCELLANEOUS

6.400 Right-of-Privacy Release.6.401 Contract for Endorsement and Promotion.

CHAPTER 7. ASSIGNMENTS

A. INTRODUCTION

7.1 In General.

B. ASSIGNMENT OF CONTRACT RIGHTS

7.27.37.47.57.67.7

General Comments.Assignment of Contract (General Form).Assignment of Contract (Traditional Form).Assignment of Contract by Endorsement.__ With Power to Sue.Assignment of Contract With Guaranty of Payment.

XIX

Sec.7.87.97.107.117.127.137.147.157.167.17

7.307.317.327.337.347.357.367.377.38

TABLE OF CONTENTS

Sec.7.80

8.18.28.38.48.58.68.78.88.98.108.118.128.138.148.158.168.178.188.198.208.218.228.238.248.258.268.278.28,8.298.308.31

TABLE OF CONTENTS

F. PARTIAL ASSIGNMENTS

Assignment of Part of Contract.

G. NOTICES OF ASSIGNMENT

7.907.917.927.93

General Comments.Notice of Assignment by Assignor to Debtor.Notice of Assignment by Assignee to Debtor.Notice to Executor of Assignment of Legacy.

Assignment of Contract-Covenant of Assignee to Perform.Assignment of Real Estate Contract by Purchaser.__ Another Form.Assignment of Real Estate Contract by Seller.Assignment of Certificate of Deposit.Assignment of Corporate Bond.Contract Clause Expressly Permitting Assignment.Contract Clause Expressly Prohibiting Assignment.Assignment of Contract.__ Service Agreement.

C. ASSIGNMENTS OF MONEY DUE OR TO BECOME DUE

7.397.407.417.427.437.447.457.467.477.48

General Comments.Assignment of an Account.__ Installment Payments.Assignment of Accounts Receivable.Assignment of Accounts Receivable by Partnership.Assignment of Bank Deposit.Assignment of Debt.Assignment of Part of a Debt.Assignment of Debt in Consideration of Assignee Releasing Obligation

Owing From Assignor.Assignment of Judgment.__ Another Form.Assignment of Life Insurance Policy.__ With Full Power of Attorney.Release and Reassignment of Life Insurance Policy.Assignment of Fire Insurance Policy.

By Endorsement.Assignment of Fire Insurance Policy Under Purchase Agreement.Prohibition in Employment Contract Against Assigning Wages.Assignment of Promissory Notes and Security Agreement.

H. CONSENTS TO ASSIGNMENTS

7.1007.1017.1027.1037.104

General Comment.Consent to Assignment of Property Interest.Consent to Assignment of Insurance Policy.Consent to Partial Assignment by Endorsement.Consent to Assignment of Contract.

D. ASSIGNMENTS OF RIGHTS OF ACTION

7.607.617.62

General Comments.Assignment of Right of Action.__ With Power of Attorney.

CHAPTER 8. ATTORNEYS AT LAW

Why Written Agreements Should Be Used.What Written Agreements Should Say.How Written Agreements Should Be Written.Why You Should Keep Proper Time and Expense Records.Advantages of Printed and Standardized Forms.Turning Down a Case.Legal Fee Agreement.Retainer on Yearly Basis.Engagement Letter.-- Lawsuit and Sale of Business.Contingent Retainer Agreement.Statement of Client's Rights (Rule of Professional Conduct 4-1.5).Engagement Letter-Estate.Engagement as Attorney for Estate.Attorney Agreement With Personal Representative of Estate.Conflict and Engagement Letter.-- Another Form, With Companion Letter to Present Client.Conflict Letter With Companion Letter to Present Client.-_ Another Form.Conflict Letter.-_ Another Form.__ Partnership.-- -_ Another Form.-- Corporate Dispute.-- Corporate Dispute Worsens.File Closing Letter.-- Another Form.-_ With Questionnaire.Safe Deposit Box Letter.Trust Account and Safe Deposit Box Letter.Case Declined Letter.

XXI

E. ASSIGNMENTS OF PROPERTY INTERESTS

7.707.717.727.737.747.75

General Comments.Assignment of Bond.Assignment of Stock.Assignment of Entire Interest in Existing Estate.Assignment of Life Interest in Existing Estate.Assignment of Stock-Another Form.

XX

Sec.8.328.33

9.19.29.39.49.59.69.79.89.99.10

10.1

TABLE OF CONTENTS

__ Another Form.Firm Resume.

CHAPTER 9. BILL OF SALE FORMS

In General.Bill of Sale.Motor Vehicle Bill of Sale.Odometer (Mileage) Statement.Bill of Sale to Yacht.Bill of Sale for Boat.Bill of Sale-Contents of House.__ Sale of Business.Bill of Sale and Noncompete Agreement-Sale of Business.Corporate Resolution.

CHAPTER 10. BOND FORMS

A. INTRODUCTION

In General.

B. BONDS FOR PAYMENT OF MONEY

10.2 Single Bond for Payment of Money.10.3 Single Bond for Payment of an Unliquidated Sum.10.4 Single Bond to Secure Advances.10.5 Joint Bond for Payment of Money in Installments.10.6 Bond for Payment of an Annuity to Two Persons, and the Survivor, for

Life.10.7 Bond for Payment of an Annuity for a Term of Years.10.8 Bond With Sureties for Payment of Rent.10.9 Condition of Bond for the Payment of Rent, Taxes and Insurance by

Lessee.10.10 Bond for the Payment of Money Secured by Mortgage.

10.2010.21

10.3010.3110.3210.3310.3410.35

C. BONDS FOR PERFORMANCE OF CONTRACTS

Bond for Performance of Contract.Bond With Sureties for Performance of Purchase Agreement.

D. BONDS FOR PERFORMANCE OF VARIOUS ACTS

Bond to Execute an Assignment.Bond to Keep a Warranty.Bond to Preserve a Trade Secret.Bond for the Return of Goods to Be Sold or Their Value.Bond to Refund Legacy if Assets Prove Insufficient.Bond of Tenant With Sureties to Surrender Premises in Good Condi-

tion.xxn

Sec.10.4010.4110.42

10.43

10.5010.5110.5210.5310.5410.55

TABLE OF CONTENTS

E. BONDS OF INDEMNITY

Bond to Indemnify Purchaser Against Unsatisfied Mortgage.Bond to Indemnify Purchaser Against Defect of Title.Bond With Surety to Indemnify Corporation or Transfer Agent on

Issuance of New Securities to Replace Lost, Destroyed or StolenOnes.

Bond to Indemnify Maker or Drawer on Payment of Lost Note orDraft.

F. FIDELITY BONDS

Bond of Employee With Sureties.Bond of Bank Cashier or Teller With Sureties.Bond of Treasurer of Corporation With Sureties.Individual Fidelity Bond.Name Schedule Fidelity Bond.Position Schedule Fidelity Bond.

G. PUBLIC OFFICIAL BONDS

10.60 Public Official Bond.

10.70 Receiver's Bond.

H. FIDUCIARY BONDS

CHAPTER 11. COMPUTER CONTRACTS

A. INTRODUCTION

11.1 In General.11.2 Overview of Computer Systems.11.3 Assembling a Computer System.11.4 Glossary of Some Computer Terms.

11.1011.1111.1211.1311.1411.1511.1611.1711.1811.1911.20

11.2111.22

B. SYSTEM AND HARDWARE AGREEMENTS

Computer Acquisition Contracts-Introduction.__ Specifications.__ Installation.__ Training.__ Support.-- Warranties and Limitations on Damages.

Other Considerations.Outline for Systems Acquisition.Computer Systems Agreement.Hardware Purchase Agreement.Contract for Sale of Computer Equipment With License to Use

Software.Service Agreement for Computer Equipment.Hardware Service Agreement.

xxm

Sec.11.2311.24

11.5011.5111.5211.5311.5411.5511.5611.5711.58

11.9011.9111.9211.9311.9411.9511.9611.9711.981L99

12.112.212.312.412.512.6

12.712.8

12.9

13.113.2

TABLE OF CONTENTS

Sec.13.1013.1113.1213.1313.14

13.1513.1613.17

13.50

13.5113.5213.53

13.54

13.5513.5613.5713.5813.5913.6013.6113.6213.6313.6413.6513.66

13.67

13.10013.10113.10213.10313.10413.10513.106i3.10713.10813.109

TABLE OF CONTENTS

B. GENERAL FORMS OF THE CONTRACT DOCUMENTS

Advertisement for Bids.Instructions to Bidders.Contractor's Proposal.Qualifications of Bidders.Contract Between Owner and Contractor for Construction of a Build-

ing.Bid Bond.Combination Performance and Payment Bond.Maintenance Bond.

C. PARTICULAR CONTRACTS BETWEEN OWNER ANDCONTRACTOR

Contract Between Owner and Contractor for Construction of a Dwell-ing House-Where Architect Is Employed.

__ Where No Architect Is Employed.-- Where Owner Supplies Materials and No Architect Is Employed.Contract Between Owner and Contractor for Construction of a Ware-

house.Exhibit "A" to Standard AlA Form of Agreement Between Owner and

Contractor.Supplementary Conditions of the AlA Contract For Construction.Construction Coordination Directions to AlA Form.Legal Checklist for Commercial Construction Contract.Commercial Construction Contract.Roofing Contract.Residential Roofing Contract.Addendum to Residential Roofing Contract.Contract-With Condominium Association.Construction Contract-Fixed Price-Owner's Form-Turnkey.__ Cost Plus-Owner's Form-Turnkey.__ For New House-Cost Plus.Construction Agreement-For Partially Completed New House-With

Builder.-- High Quality Custom Home-Owner's Form.

D. VARIOUS CLAUSES IN CONSTRUCTION CONTRACTS

Definitions.Contract Security.Contractor's Responsibility for Loss or Damage.Contractor's Liability Insurance.Workers' Compensation Insurance.Owner's Protective Liability Insurance.Builders' Risk Insurance.Certificates of Insurance.Indemnity Clause.Subcontractor to Indemnify General Contractor, Owner, Architect and

Engineer.

xxv

Equipment Lease.Lease of Computer System.

C. SOFTWARE AGREEMENTS

Outline for Software License.End User License Agreement.Shrink Wrap Licensing Contract.__ Another Form.Software License Agreement.__ Another Form.Software Maintenance Agreement.Assignment of Copyrights.Computer Software Sales Agreement.

D. NUSCELLANEOUS

Introduction.Letter of Understanding.__ Another Form.Software Evaluation Agreement.Confidential Disclosure Agreement.__ Another Form.Research and Development Agreement.BETA Test Site Agreement.Dealer Agreement.Software Dealership License Agreement.

CHAPTER 12. CONSIGNMENTS

In General.Memorandum Invoice.Memorandum Bill.Consignment of Goods for Sale by Consignee.__ With Guarantee of Payments.Consignment of Goods for Sale by Consignee on Commission Basis-

Guaranty of Payments.___ Non-Exclusive Sales Agency.Consignment of Goods for Sale by Consignee-Non-Exclusive Sales

Agency.__ Exclusive Sales Agency.

CHAPTER 13. CONSTRUCTION CONTRACTS

A. GENERAL INFORMATION

The Contract Documents.Consumer Contract Laws.

XXIV

TABLE OF CONTENTS

Sec.13.110 Clause to Indemnify Owner Against Losses Caused by the Negligence

of Contractor, Subcontractor, Owner or Any Other Person.13.111 Compliance With Laws.13.112 Unemployment Compensation Act.13.113 Fair Employment Practices.13.114 Permits and Licenses.13.115 Royalties and Patents.13.116 Construction Reports.13.117 Cost Statement.13.118 Partial Payments.13.119 Final Payment.13.120 Express Inclusion of Accidents in Actual Cost.13.121 Extra Work.13.122 Changes, Additions and Deductions in Work.13.123 Removing and Resetting Shrubs.13.124 Changes in Plans and Specifications.13.125 Price Adjustments for Changes.13.126 Assignment of Contract.13.127 Subcontracts.13.128 Subcontract Agreement Insurance Clause and Addition to Subcontract

Agreement.13.129 Other Contracts.13.130 Materials and Workmanship.13.131 "Or Equal" Clause.13.132 Substitutions.13.133 Rejection of Defective Materials.13.134 Architect May Order Removal of Improper Work.13.135 Deduction for Uncorrected Work.13.136 Contractor's Guarantee of Work After Completion-Maintenance

Bond.13.137 Defects After Completion.13.138 Materials Become the Property of the Owner.13.139 Architect to Have Access to Building.13.140 Inspection.13.141 Inspection and Testing of Materials.13.142 Authority and Duties of Inspectors.13.143 Contractor's Superintendence.13.144 Architect's Supervision.13.145 Accident Prevention.13.146 Fire Prevention.13.147 Care of Premises.13.148 Protection of Materials.13.149 Sidewalks and Signal Lights.13.150 Tools and Scaffolding.13.151 Office.13.152 Storage Sheds.13.153 Heat.13.154 Water.13.155 Electric Power and Light.13.156 Toilet Facilities.13.157 Fencing.

XXVI

TABLE OF CONTENTSSec.13.158 Time of Completion.13.159 Time for Work.13.160 Progress of Work.13.161 Extension of Time of Completion.13.162 Damages for Failure to Complete on Time.13.163 Impossibility of Performance.13.164 Stoppage of Work Pursuant to Governmental Orders.13.165 Notice.13.166 Cost Plus With Guaranteed Maximum Price.13.167 Fixed Sum Price.

E. SUBCONTRACTS

13.200 Subcontract Agreement.13.201 Another Form of Subcontract.13.202 Agreement With Subcontractor to Perform His Contract for Him.13.203 Contract Between General Contractor and Subcontractor.13.204 Roofing Subcontract.

F. AGREEMENTS BETWEEN OWNER AND ARCffiTECT

13.250 Contract Between Owner and Architect.13.251 Letter from Architect Setting Out Terms of Agreement for His Ser-

vices.13.252 Agreement Between Architect and Engineer.13.253 __ Short Form.13.254 Addendum to Standard Owner-Architect Agreement Form.

G. CONSTRUCTION LIENS

13.300 Construction Lien Checklist.13.301 Notice to Owner Request Form.13.302 Lien Status Sheet.13.303 Notice of Commencement.13.304 Notice of Bond.13.305 Affidavit of Intention to Recommence Construction.13.306 Application for Payment and Progress Payment Affidavit.13.307 Partial Waiver of Lien.13.308 Contractor's Final Affidavit for Payment, and Lien Waiver and Re-

lease.13.309 Final Waiver of Lien.13.310 Contractor's Final Affidavit and Release of Lien.13.311 Contractor's Final Affidavit.13.312 Affidavit.13.313 Letter to Owner Explaining Construction Lien Law.13.314 __ Another Form.13.315 Final Construction Lien Checklist.13.316 Notice to Owner.13.317 Claim of Lien.

xxvn

Sec.13.35013.35113.35213.35313.35413.35513.35613.35713.358

14.114.2

14.314.414.514.614.714.8"14.914.1014.1114.1214.1314.1414.1514.1614.1714.1814.1914.2014.2114.2214.2314.2414.2514.2614.2714.2814.29

TABLE OF CONTENTS

Sec.14.3014.31

14.10014.10114.10214.10314.10414.10514.10614.10714.10814.10914.11014.11114.11214.11314.11414.115

15.115.215.315.4

15.1015.1115.1215.1315.1415.1515.1615.1715.1815.1915.2015.2115.2215.2315.2415.2515.26

TABLE OF CONTENTS

Supply Agreement.Agreement to Manufacture.

C. SPECIFIC CLAUSES

Agreement Non-binding Until Accepted at Home Office.Default in Payment.Notice to Person Signing Agreement.Effect of illegality.Clause Excluding Oral and Extraneous Matter.Clause Against Reliance on Representations.Various Clauses as to Termination of Contract.Clause for Termination on Notice.Clause Looking to Acceptance by Principal.Clause as to Interlineations and Erasures.Clause for Liquidated Damages.Escalator Clause.Successors.Further Assurances.Restrictive Covenants.Indemnification.

CHAPTER 15. EMPLOYMENT AGREEMENTS

A. GENERAL CONSIDERATIONS

Written Agreements.Drafting Checklists.Employment Applications-General Comment.Laws.

B. EMPLOYMENT CONTRACTS

General Contract of Employment-With Alternative Clauses.Employment of Associate Lawyer by Law Firm.Attorney Agreement.Employment of Bookkeeper.General Contract of Employment of a Physician.Contract Between Corporation and Radiologist.Contract Between Corporation and Physician.Contract for Employment of Farm Labor.__ Another Form.Contract for Superintendent of Apartment Building.Employment Agreement-Executive Officer.Employment Agreement Between Merchant and Manager of Business.Contract Between Company and Manager of Shoe Department.Contract Between Newspaper Publisher and Editor.Contract of Employment Between Dance Studio. and Instructor.Employment of Private Tutor.Employment Contract--Care of Invalid-Occupancy of Housing Accom-

modations as Incident of Employment.XXIX

H. MISCELLANEOUS

Architect's Progress Certificate.Certificate of Completion.__ Another Form.Termination of Construction Contract; Release.Warranties.Warranty.Warranty of Subcontractor.Warranties-Watertight.Limited Roofing Guarantee.

Volume 9CHAPTER 14. CONTRACT FORMS IN GENERAL

A. INTRODUCTION

General Comments.Plain English or Plain Language Agreements.

B. CONTRACT FORMS

Contract-Basic Form.Termination of Contract-Basic Form.Addendum to Contract-Basic Form.Amendment to Contract-Basic Form.Repair/Service Order Form.Customer Agreement.Contract for Sale of Stock-Buyer's Form.Agreement to Sell Stock.Escrow Agreement.Restrictive Covenant Agreement.Non-competition Agreement.Letter of Intent for Possible Contract for Sale of Assets.Letter of Intent for Possible Contract for Exchange or Sale of Assets.Sales Contract.Display Agreement.Contract for Purchase of Goods.Agreement Between Video Game Owner and Game Room Operator.Termite Control Contract and Limited Warranty.Contract to Install Burglar Alarm.Contract to Bore Well for Water.Agreement to Pay Debt Contracted During Minority.Ratification of Written Obligation Incurred by Minor.Offers.Acceptances.Revocation of Offer.Corrected Agreement.Modification of Agreement.

XXVIII

Sec.15.2715.2815.2915.3015.3115.3215.3315.3415.3515.3615.3715.38

TABLE OF CONTENTS

Employment Contract for Camp Director.Contract With Sales Employee.Employee Agreement-High Tech.

Another Form.Employment Agreement.Employment Contract-General Manager.__ Several Employers.Employment Agreement-Purchasing Officer.Employment Contract-Seller of Business.Employment Agreement-Officer Manager.

Manager.__ Salesperson.

C. CONFIDENTIALITY AGREEMENTS

15.100 Agreement With Employee.15.101 Employee Confidentiality and Non-solicitation Agreement.15.102 __ Another Form.15.103 Employee Non-compete Agreement.

D. MISCELLANEOUS

15.200 Modification of Employment Agreement.15.201 Termination Agreement.

16.116.216.316.416.516.616.716.816.916.1016.1116.1216.1316.1416.1516.1616.1716.1816.1916.2016.21

CHAPTER 16. EXHIBITIONS AND SHOWS

In General.Exhibit Space Contract.__ Another Form.Floor Space Contract.Concession Contract.__ Photographic Concession.__ Restriction on Competing Concessions.Entry Blank for All Departments Except Livestock and Poultry.Entry Blank for Swine and Sheep.Entry Blank for Horses and Cattle.Band Contract.Orchestra Contract.Carnival Contract on Percentage Basis.Fireworks Display Contract.__ Another Form.Scenic Spectacle Display Contract.Contract for Space in Radio and Television Exposition.__ Rules and Regulations.Contract for Space at Automobile Show.Exhibit Reservation.Exhibit Space Contract-Another Form.

XXX

Sec.17.117.217.3

17.1017.1117.1217.1317.14

17.3017.3117.3217.3317.34

17.3517.3617.3717.3817.3917.4017.4117.4217.4317.4417.45

17.46

18.1

18.1018.1118.12

18.13

TABLE OF CONTENTS

CHAPTER 17. GIFTS, SUBSCRIPTIONS AND PLEDGES

A. INTRODUCTION

In General.Federal Unified Transfer Tax, (Replacing Federal Gift Tax).Charitable Solicitation Laws.

B. GIFTS

Gift of Household Goods.Gift of Real Property.Gift to Wife of Life Estate in Personal Property.Gift of Money to a College Library.Gift of Money and Stock to a University.

C. SUBSCRIPTIONS AND PLEDGES

Subscription for a Church Building.Agreement to Make a Gift by Will to Church Endowment Fund.Subscription to Endow a College.Subscription to Endow a Professorship.Subscription to Secure Construction of Educational Center-Condi-

tioned on Sufficient Funds Being Raised.Subscription to Secure Construction of a College Gymnasium.Subscription to University General Fund.Subscription to College Endowment Fund.Hospital Buildings Pledge Card.Subscription to Secure Location of Federal Building.Subscription to Secure a New Industry.Subscription to Chamber of Commerce Fund to Secure New Industries.Subscription to Chamber of Commerce Fund for Municipal Celebration.Subscription to Repair a Road.Gift to University-Automated Clearinghouse Program.Agreement Between Charitable Organization and Professional Football

Club for the Playing of an Exhibition Charity Football Game.Major Pledge Agreement.

CHAPTER 18. GUARANTIES AND SURETIES

A. INTRODUCTION

In General.

.B. PAYMENT OF INDEBTEDNESS

Guaranty of Money Advanced.Guaranty of Past Debt in Consideration of Forbearance.Guaranty of Past Debt in Consideration of Creditor Discontinuing

Proceedings.__ Another Form.

XXXI

Sec.18.14

18.15

18.1618.17

18.18

18.1918.2018.21

18.22

18.23

18.5018.5118.52

18.53

18.54

18.5518.56

18.5718.58

18.9018.91

TABLE OF CONTENTS

Guaranty of Past Debt in Consideration of Extension of Time ofPayment.

Continuing Guaranty of Money to Be Advanced-Limited as to Periodand Amount.

__ Unlimited as to Period and Amount-With Power of Attorney.Continuing Guaranty by Corporation of Money to Be Advanced-Security Interest Granted to Bank in Guarantor's Tangible andIntangible Personal Property (Uniform Commercial Code).

Continuing Guaranty to Bank of Past and Future Indebtedness-Limited as to Amount.

____ Another Form.____ Another Form.Continuing Guaranty of Past and Future Indebtedness-Both Uncondi-tional Liability and Conditional Liability Limited as to Amount.

Continuing Guaranty by Stockholders of Past and Future Obligationsof Corporation.

__ Another Form.

C. PAYMENT FOR GOODS SOLD ON CREDIT

Guaranty of Payment fo~ Goods Sold-Limited to One Transaction.__ Short Form.Guaranty of Payment on Installment Sale-Limited to One Transac-tion.

Continuing Guaranty of Payment to Merchandise Oreditor=-Limited asto Amount.

Continuing Guaranty for Payment of Goods to Be Supplied-Limited asto Amount.

____ Guarantors Liable in Unequal Sums.Continuing Guaranty of Payment on Installment Sale-Limited as toAmount.

Continuing Guaranty Clause.Guaranty Agreement.

D. PERFORMANCE OF CONTRACTS

Guaranty of Performance and Indemnity.Guaranty of Performance of Agent's Agreement.

E. NOTICES

18.100 Notice of Acceptance of Guaranty.18.101 Notice to Guarantor That Principal Has Made Default.18.102 Notice of Revocation of Guaranty.18.103 __ Where a Power of Revocation Is Reserved.18.104 __ By Legal Representative.18.105 Consumer Credit Transaction-Notice to Sureties-Federal Trade Com-

mission Rule.xxxn

Sec.18.120

18.12118.12218.12318.12418.125

19.1

19.2

19.319.4

19.519.619.7

19.8

19.9

19.10

19.1119.1219.1319.1419.1519.1619.1719.1819.19

TABLE OF CONTENTS

F. MISCELLANEOUS

Guaranty by a Vendor That Earnings From Property Sold Shall Reacha Minimum Amount.

Guaranty Against Loss Attributable to Misconduct of a Salesman.Guaranty of the Fidelity of a Chief Assistant ina Business.Guaranty of the Fidelity of a Clerk.Guaranty of Number of Subscribers to Publication.Guaranty of Payment for Newspaper Advertising.

CHAPTER 19. INDEMNITIES

A. INTRODUCTION

In General.

B. INDEMNITY CONTRACTS

Indemnity to Corporation on Issue of New Stock Certificate in Lieu ofLost Certificate.

Indemnifying Corporate Officers.Indemnity Agreement for Delivery of Goods Covered by Negotiable Billof Lading Without Surrender of Bill.

Indemnity by Drawer to Acceptor of Accommodation Note.Indemnification of Accommodation Party.Indemnity by Beneficiary to Personal Representatives on Payment ofDevise in Case of Insufficient Assets.

Indemnity by Landlord Where Title Is in Dispute to Tenant AgainstConsequences of Paying Rent.

Indemnity by Certain Beneficiaries to Trustees in Respect to Unautho-rized Investment.

Indemnity to Maker of Note by Comaker Who Has Assumed PaymentThereof.

Indemnity Agreement With Insurance Company.Consent and Indemnity by Guest on Television or Radio Program.Indemnity Against Liability Under Bulk Sales Act.Indemnification Agreement-Lawsuit Settled by Two of Three Parties.__ By Corporation to Individual Guarantors.__ By Buyer of Business in Favor of Seller as to Lawsuit.

By Seller of Real Estate as to Prior Contracts.__ By Bank to Vendor as to Credit Card Purchase Dispute.__ As to a Lawsuit-By One Shareholder in Favor of Corporation

and Other Shareholders.

C. INDEMNITY CLAUSE

19.30 Lease-Lessee's Indemnity to Lessor Against Claims Arising Out ofCondition of the Premises.

19.31 __ Lessor's Indemnity to Tenant Against Legal Restrictions on Useof Premises.

19.32 __ Lessee's Indemnity to Lessor Against Claims Arising Out of Use,etc., of Equipment.

8 AaLegai Forms-Specialized Forms-2 xxxm

TABLE OF CONTENTS

Sec.19.33 Another Form.19.34 Sale-Vendor's Indemnity Against Defective Material and Workman-

ship.19.35 __ Vendor's Indemnity Against Loss Under Worker's Compensation

Law.19.36 Indemnification Clause-Subcontractor Indemnifies Contractor.19.37 Contractor to Indemnify Surety.19.38 Indemnification of Owner by Contractor.19.39 Indemnification Clause-Filing of Liens.19.40 Agreement Indemnifying Surety-Reserve Deposit Provision.19.41 Uniform Commercial Code-Debtor's Indemnity to .Secured Party Un-

der Article 9 for Misstatement as to Use of Collateral.19.42 Indemnification Agreement in Employee's Bond.

20.120.2

20.1020.1120.1220.1320.1420.1520.1620.1720.1820.1920.2020.2120.2220.2320.2420.2520.26

20.10020.10120.102

CHAPTER 20. INDEPENDENT CONTRACTOR AGREEMENTS

A. INTRODUCTION

In General.General Comments Regarding Restrictive Stipulations-Agreements

Not to Compete or to Divulge or Use Trade Secrets or ConfidentialInformation.

B. INDEPENDENT CONTRACTOR AGREEMENTS

Independent Contractor Agreement--General Form.Acknowledgment of Sole Proprietorship.Agreement With Accountant.General Appraisal Agreement.Agreement Between Public Agency and Appraiser.Business Consultant Agreement.Contract for Delivery Service.Interior Decorating Contract.General Form of Contract Between Printer and Customer.Professional Services Contract-Loan Application.Marketing Agreement-Restrictive Covenants-Works Made for Hire.Agreement With Independent Contractor-Engineer.Agreement With Broker-Restrictive Covenants.Independent Contractor Agreement-Short Form.Subcontract Agreement.Agreement-Sales Representative.Agreement With Advertising Consultant.

TABLE OF CONTENTS

CHAPTER 21. MOTOR VEHICLES AND TRANSPORTATIONSERVICES

Sec.21.1 In General.21.2 Motor Vehicle Bill of Sale.21.3 Odometer Mileage Statement.21.4 Used Car Sale-Buyers Guide.21.5 Spanish Language.21.6 Lease of Motor Vehicle by Rental Agency With Option to Purchase.21.7 Motor Vehicle Lease Agreement.21.8 __ Option to Purchase.21.9 Lease of Trucks for Extensive Business.21.10 Agreement for Rental of Automobile With Chauffeur.21.11 Bus Charter Party Agreement.21.12 Employment of Chauffeur by Individual Owner.21.13 Automobile Storage Agreement.21.14 Agreement With Garage for Day Parking and Service.

22.122.222.322.4

22.5022.5122.5222.5322.54

22.90

23.123.223.323.423.523.623.723.823.923.1023.11

CHAPTER 22. NAMES

A. FICTITIOUS NAME REGISTRATION

In General.Fictitious Name Registration Packet-State Form.Notice of Intention to Register.Letter to Newspaper to Publish Notice.

B. CHANGE OF NAME

In General.Petition for Change of Name.Final Judgment for Change of Name.Letter to Client.Form Letter to Change Account Name.

C. MISCELLANEOUS

Affidavit of True Name.

CHAPTER 23. NOTICES

In General.Notice to Adjoining Landowner of Excavation.Notice Demanding Apology for Publication.Comment-Fair Debt Collection Practices Act.Fair Debt Collection Practices Act-Five Day Disclosure Notice.____ Another Form.__ Communication for Purpose of Acquiring Location Information.Final Notice Before Collection Suit.Notice Terminating Contract Because of Breach.Notice to Withdraw Name From Petition.Notice to Railway to Construct Fence.

XXXV

C. AGREEMENTS RESTRICTING CONDUCT

Agreements (Covenants) Not to Compete.Restrictive Stipulations Regarding Confidential Information.Restrictive Agreement With Independent Contractor.

XXXIV

TABLE OF CONTENTS

Sec.23.12 Notice of Attorney's Lien Before Suit.23.13 Notice of Attorney's Lien After Suit.23.14 Notice of Filing of Petition to Adjudicate Fee and to Enforce Lien.23.15 Notice of Suit Against Surety and Tender of Defense Thereof.23.16 Reward Notice.23.17 Theft Disclaimer Language for Parking Lot Sign.23.18 Letter and Notice for Towing Vehicles.23.19 Notice of Termination of Contract for Breach.

CHAPTER 24. NOVATION

24.1 In General. .24.2 Novation Between an Original Contractor, a Substituted Contractor,

and a Contractee.24.3 Novation Between Personal Representative of Deceased (Original)

Partner, Continuing and New (Substituted) Partner and a Creditor.24.4 Novation Between Partners Who Were the Original Debtors, a Corpo-

ration Who Is the Substituted Debtor, and a Creditor.24.5 Novation Between an Original Debtor, a Substituted Debtor, and a

Creditor.24.6 Novation Between an Original Creditor, a Substituted Creditor, and a

Debtor.24.7 Compound Novation.24.8 Clause Providing for Substitution.

CHAPTER 25. PATENTS, TRADEMARKS AND COPYRIGHTS

A. INTRODUCTION

25.1 In General.25.2 Patents, Trademarks and Copyrights Compared.

B. FORMS

25.10 Waiver of Confidential Disclosure.25.11 __ Joint Disclosure.25.12 Submission of Idea to Company by Non-employee.25.13 Submission of Idea to Company.25.14 Confidential Disclosure Agreement.25.15 __ Joint Disclosure.25.16 Limitation on Confidentiality-Public Disclosure.25.17 __ Prior Development.25.18 __ Rights From Third Parties.25.19 __ Public Availability of Information.25.20 __ Time.25.21 Identifying Confidential Information.25.22 Disclosure for Experimental Use.25.23 Employee Non-disclosure Agreement.25.24 Employee Non-disclosure of Customer's Confidences.25.25 Employee Confidential Information and Invention Agreement.25.26 Clauses Regarding Employee's Inventions,

XXXVI

Sec.25.2725.2825.2925.3025.31

25.32

25.3325.3425.3525.3625.3725.3825.3925.40

25.4125.4225.4325.4425.4525.4625.4725.4825.4925.5025.5125.5225.5325.5425.5525.5625.5725.5825.5925.6025.61

26.1

26.226.326.426.5

TABLE OF CONTENTS

__ Another Form.Employee's Patent Agreement and Royalty Agreement by Company.Employee's Inventions-Clauses for Contract of Employment.Contract Regarding Inventions.Clause for Payment by Company to Employee of Percentage of Licens-

ing Fees Received Through Assigned Inventions.Clauses Regarding Ownership of Partial Interest in Present and Future

Inventions.Mortgage of a Patent.General Form of Trademark Assignment-Annotated.Assignment of Application for Trademark Registration.Assignment of Registered Trademark.Agreement for Joint Use and Protection of Trademark.Quality Control Clause for Trademark License.Trademark License Agreement.Assignment of Copyright in Entire Interest in Unpublished Manu-

script. .Assignment of Entire Interest in Collection of Letters.Assignment of Fractional Interest in Unpublished Manuscript.Assignment of Publishing Rights in Manuscript.Assignment of Performing Rights in a Play.Assignment of Copyright.Assignment of Royalties.Copyright License of Technical Information.Work-for-Hire Agreement-Staff Programmers.__ Staff Writers.Consultant Agreement.Work-for-Hire Agreement-Independent Programmers.__ Free-Lance Manual Writers.Agreement Licensing Service Mark.License Agreement-Sound Recordings.Agreement to Maintain Confidential-Copyright-Advertising.Assignment of Copyright in Maps.Agreement Not to Disclose Confidential Information.Trademark Infringement Demand Letter.__ Another Form.Copyright Infringement Demand Letter.__ Another Form.

CHAPTER 26. RECEIPTS AND ACKNOWLEDGMENTS

A. INTRODUCTION

In General.

B. RECEIPTS

Receipt for Money.__ Another Form.Cash Receipt-U.S. Postal Service.Receipt in Full.

XXXVII

Sec.26.626.726.826.926.1026.1126.1226.1326.1426.1526.1626.1726.1826.1926.2026.2126.2226.2326.2426.2526.2626.2726.2826.2926.3026.3126.3226.3326.3426.3526.3626.3726.3826.3926.4026.4126.4226.4326.4426.4526.4626.47

26.8026.8126.8226.8326.8426.85

TABLE OF CONTENTS TABLE OF CONTENTS

CHAPTER 27. RELEASES AND SETTLEMENT AGREEMENTS

A. INTRODUCTIONSec.27.1 In General.

27.1027.1127.1227.1327.14

27.1527.1627.1727.1827.1927.2027.2127.2227.2327.24

B. GENERAL RELEASES

General Release by Individual Claimant.__ Another Form.__ Another Form.General Release by Joint Claimants.General Release by Receiver on Behalf of Himself and Insolvent

Company.Race Track Driver's Release.Release.General Release and Indemnification.General Release-Lawsuit Settled.__ Former Employee.Receipt and Release by Beneficiary of Trust.Satisfaction and Release of Claim in Probate.Release and Hold Harmless Agreement.General Release and Confidentiality Agreement-Employment.Release-Prize.

C. MUTUAL RELEASES

27.50 General Mutual Release.27.51 Mutual Release on Termination of Contract.27.52 Mutual Release of Liability Under Building Contract.27.53 Mutual Release on Termination of Lease.27.54 Mutual General Release.27.55 Mutual Release-Lawsuit.

D. RELEASE OF CONTRACT CLAIMS

27.80 Release of Claim Under Contract.27.81 Release of Claim Evidenced by Note.27.82 Release of Right of Action for Breach of Contract.27.83 Release From Liability Under Title Policy.27.84 Release of Obligations Under Lease.27.85 Release From Liability for Breach of Employment Contract.

E. RELEASE OF TORT CLAIMS

27.100 Release of Claim for Personal Injury.27.101 __ Short Form.27.102 __ Another Form.27.103 Release in Full.27.104 Parents-Guardian Release and Indemnity Agreement.27.105 Release by Minor and Guardian.27.106 Release of All Claims Including Claim for Personal Injury.

XXXIX

Receipt in Full of All Demands.Receipt in Full-Specific Demand.__ Bill Rendered.Receipt on Account for Partial Payment.Receipt for Money by an Agent.Receipt in Full by an Agent.Receipt in Full by an Agent to an Agent.Receipt for Money Paid by a Third Person.Receipt for Money on Account.Receipt for Balance of Account.Receipt by Indorsement on Contract.Receipt on Account of Price of Article to Be Delivered.Receipt for Salary.Receipt for Rent.Receipt for Interest.Receipt for an Installment of Interest Due on a Note and Mortgage.Receipt for Interest by Indorsement on Note.Receipt of Note for Collection.Payment on Written Instrument.Receipt for Insurance Premium at Time of Initial Application.Receipt by Lawyer to Client-On Account.Receipt by Lawyer to Client for Draft.Receipt to Personal Representative for Distributive Share of Estate.Receipt to Personal Representative.Receipt by Legatee.__ Inheritance Tax Deducted.Receipt by Residuary Legatee.Receipt and Release by Heirs at Law.Receipt by Claimant in Estate of Deceased Debtor.Receipt by Beneficiary for Trust Income.Receipt for an Annuity.Receipt for Payment of Syndicate Subscription.Receipt for Price of Horse With Warranty.Receipt for Price of Watch With Warranty.Receipt for Chattels.Receipt for Documents.Receipt for Money as a Loan.Receipt for Withdrawal From Savings Bank.Receipt for Keys to Safe Deposit Box.Receipt for Safe Deposit Company.Receipt in Settlement of Claim for Damages.Receipt for Tuition, Student Fees, etc.-College.

C. ACKNOWLEDGMENTS

Acknowledgment of Debt.Acknowledgment of Debt Barred by Statute of Limitations.__ Another Form.Acknowledgment of Correctness of Account Stated.Acknowledgment of Title of Land.Acknowledgment Disclosing Identity of Undisclosed Principal.

XXXVllI

Sec.27.10727.108

27.10927.11027.11127.11227.11327.11427.115

27.116

27.117

27.13027.131

27.13227.13327.13427.135

27.13627.137

27.15027.15127.15227.15327.15427.155

27.15627.157

27.200

27.20127.20227.20327.20427.20527.206

TABLE OF CONTENTS

Sec.28.128.228.328.428.528.628.728.828.928.1028.1128.1228.1328.1428.1528.1628.1728.18

29.1

29.229.329.429.5

29.1029.1129.1229.1329.1429.1529.1629.1729.1829.1929.20

TABLE OF CONTENTS

CHAPTER 28. RENTAL AND LEASE OF GOODS

In General.Rental of Goods Agreement.Lease of Personal Property.Lease of Personal Property With Purchase Option.Lease of Goods-With Option to Purchase.Lease of Furniture-Without Option to Purchase.Lease of Machinery.Lease of Machinery With Option to Buy.Lease of Aircraft.Lease of Aircraft With Option to Purchase.Lease of Equipment.__ Another Form.Equipment Leasing by Financial Institution.Lease Agreement for Motor Vehicles.Equipment Lease-Basic Form With Purchase Option.__ Another Form.Agreement of Lease-Sale and Lease Arrangement.Lease of Horse.

CHAPTER 29. SHIPS AND BOATS

A. INTRODUCTION

In General.

B. SALE OF VESSEL

Bill of Sale of Documented Vessel.Bill of Sale for Boat.Bill of Sale to Yacht.Yacht Purchase Agreement.

C. MORTGAGE OF VESSEL

Uniform Commercial Code-Comment.Mortgage of Documented Vessel.Preferred Mortgage to United States of America.Affidavit to Be Filed With Mortgage.Affidavit as to Citizenship.Release of Preferred Mortgage.Provision for Release of Part of Mortgaged Vessels.Provision Concerning Compensation for Requisition for War Purposes.Provision for Appointment of Receiver.Amendment of Preferred Ships Mortgage.Letter to Coast Guard.

D. CHARTER PARTY AGREEMENTS

29.5029.51

General Comments.Charter Party.

Another Form.Release of All Claims by Donor and Receipt in Request for Kidney

Transplant Operation.Release of Railroad Company From Liability for Personal Injuries.Release of Cab Company From Liability for Personal Injuries.Release of Telephone Company From Liability for Damage to Property.Release and Settlement of Suit for Personal Injuries.Release of One Joint Tortfeasor F;rom Liability for Personal Injuries.__ Clause Reserving All Claims Except as Against Named Parties.Release of Settling Tortfeasors Providing for Satisfaction of Portion of

Cause of Action and Reserving Balance Against Nonsettling Tort-feasor With Indemnification Clause.

Release of Primary Insurer With Reservation of Rights Against ExcessInsurer and Others.

Release by Insurer on Settlement of Claim Against Third Party.

F. COVENANTS NOT TO SUE

General Covenant Not to Sue.Covenant of Parent and Guardian Not to Sue With Indemnity Agree-

ment.Covenant Not to Sue With Loan Receipt Provision.Covenant Not to Sue One of Two Joint Tortfeasors.__ Including Agreement to Dismiss Pending Suit.Covenant Not to Sue With Reservation of Right to Proceed Against

Others.Covenant Not to Execute on Judgment in Pending Suit.Covenant Not to Execute Combined With Covenant Not to Sue.

G. MISCELLANEOUS RELEASES

Release of Lost Bond.Release of Lien.Release of Judgment.Release by One Partner.Release of Guardian by Ward on Attaining Majority.Release of Principal by Agent Who Has Received Payment in Satisfac-

tion of Disputed Balance.Release of Certain Marital Rights.Release and Disclaimer-Trust.

H. SETTLEMENT AGREEMENTS

Agreement of Settlement, Compromise, Waiver and Release-Commis-sion Dispute.

Settlement Stipulation, Dismissal and Mutual Release.Stipulation for Dismissal With Prejudice.__ Another Form.Stipulation for Abatement.Stipulation for Dismissal-Federal Court.Structured Settlement Agreement.

XL XLI

TABLE OF CONTENTS

Sec.29.52 Voyage Charter Party,29.53 __ Another Form.29.54 Bareboat Charter Party.29.55 __ Another Form.29.56 Charter of Yacht (Time).29.57 Clauses in Charter Parties-Expenses.29.58 __ Loss of Vessel.29.59 __ War Risks.29.60 __ General Exceptions.29.61 __ Force Majeure.29.62 __ Liberties.29.63 __ Release.29.64 Bareboat Charter Contract-Pleasure Yacht.

E. MISCELLANEOUS

29.90 Contract to Salvage Vessel.29.91 __ Lien for Contractor's Services.

Table of Statutes 739Index 745

XLII