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Anne_C, Attorney
Category: Business Law
Satisfied Customers: 2302
Experience:  Business litigator, 15 years' experience
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We have put together a joint venture agreement with ...

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We have put together a joint venture agreement with anothwer company for us to provide financial software and they to provide clinical software for the health care industry. We are both existing companies with sophisticated track records. We have dealt with a number of legal agreements in the past with other circumstances and joint ventures. We "cut and pasted" the apptopriate verbiage from several other similar agreements and feel we have all the bases covered, but would like the agreement to be reviewed by an attorney before signing. Problem: in the past when we have retained attorneys, they have taken an agressive position and created tension where none existed before...and ran up chargeable hours in the process. We and the other party to the agreement are content that the agreement fairly states our intentions - we just want it reviewed to be sure the legalize is stated properly. What do you suggest and how much would you estimate the cost.


You are running into a couple of different issues here.

First, an attorney is retained as an advocate; and the attorney is ethically bound to act in what the attorney feels is the best interests of the client that retained them. However, if both parties want to retain an attorney to review a contract for them, an attorney could ask for a conflict of interest waiver. Some attorneys will agree to do this; others will not.

Second, the cost of reviewing a contract can vary widely, depending on (1) the length of the contract; (2) the technical nature of the contract; (3) the state law where the contract is being entered into; (4) any federal questions that are in the contract; (5) insurance and indemnity obligations; (6) and regulatory issues in the contract. Since you are dealing with financial software for the health care industry, you can probably expect regulatory issues to be a big consideration.

That being said, you should be able to find an attorney in your area that would be willing to review the contract you drafted for a flat (fixed) fee. What the attorney would charge would depend on where you are at; and the attorney's experience level. Make sure that you get the attorney's agreement in writing, and make sure that if there are going to be any extras (for example, if the attorney suggests changes) that the cost of drafting and/or a second (or more) review are set forth in your agreement with the attorney.

I hope that this gives you some guidance on the type of attorney to find to do this important work for you.

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Customer: replied 8 years ago.
Do you perform this service? If so, I can provide a copy of the agreement to help describe the circumstances to help in suggesting a price. It is a 13 page agreement with an additional 9 pages of addendums. Addendum A describes in 1 page the Financial Applications offered by our company. Addendum B describes in 1-page the major features to be incorporated in the Clinical applications being (re)written by the other company. Exhibit C is a 3-page interlocking application sales agreement. Exhibit D is a standard 4-page HIPAA agreement.