Contracts are the lifeblood of business. Often times, the best defense to an unfortunate business situation and an unfortunate business result is a well-drafted contract. Our Business and Commercial Law Group is comprised of attorneys with in-house experience, whose primary function was to draft agreements to sustain the company’s business. We represent our clients in the negotiation and drafting of all types of contracts and agreements to protect their interests. We guide and represent our clients in and with respect to: Complex contractual agreements and standardizations; Technology and software licensing; Web site development agreements; Joint ventures; Outsourcing relationships; Franchise and distribution structure; Product and service supply agreements; Procurement agreements; and domestic and international distribution formation and termination.

1. www. thevictorialawgroup.com

2. • Breach of Contract
• Collections
• Confidentiality Agreements
• Contract Disputes
• Contract Drafting
• Contract Review
• Distribution Agreements
• Employment Agreements
• Franchise Agreements
• Import and Export Agreements
• Joint Venture Agreements
• Non Solicitation Agreement
• Operating Agreements
• Securities Agreements
• Shareholder’s Agreement

3. The Victoria Law Group knows and understands the
complexity of breach of contract issues and we take serious
action in the preparation of these cases. Included in these
preparations are the inclusion of compensatory damages,
liquidated damages, punitive damages, consequential and
incidental damages, and other specific performance damages
that are specified in the contract. If necessary, we are also
available to mediate between the two parties to have an out-
of-court settlement to resolve any issues through the process
of reformation and rescission.
We can assist you with the interpretation of ambiguous and
contradictory language contained in your contract while
staying focused on a practical plan that will lead to your
recovery. Feel free to contact us at our office for a more in-
depth analysis of your legal situation.

4. The Victoria Law Group regularly provides
legal assistance to local and national
creditors and businesses with problems
regarding unpaid debts. We provide legal
options to help resolve unpaid debts and
bring delinquent accounts current. We
also act as negotiators between the
parties so the collection disputes can be
resolved out of court, if possible, saving
the Client both time and money.

5. Our team will help you identify key legal
issues that are powerful enough to achieve
your objectives. We understand how
frustrating it is to have a debtor who
chronically disregards the agreed date of
payments specified in your contract. We
know how vulnerable your company will be if
these collection issues remain unresolved.
Our legal experts will help you assess the
probability of collection and the necessary
legal options you may have to force these
debtors to fulfill their obligations.

6. Trade Secrets are often the most important assets to a business.
Whether it is a formula, design, practice, recipe; processes and
patterns which are unknown to the general public but has given the
company an edge over its competitors, The Victoria Law Group
understands the value of these trade secrets and will assist you in
protecting them by all legal means possible. We help our clients
prepare and enforce confidentiality and non-compete agreements
which include the following:
a. Legal protection of trade secrets
b. Maintenance of valuable confidential professional and business
information
c. Preservation of relationships amongst existing customers, clients,
patients by
non-disclosure of private information pertaining to these
transactions
d. Defense of goodwill that are associated with on-going business
or professional practices
like trademarks, trade area, geographic location or marketing area
of the business

7. Contract disputes arise in various forms,
including but not limited to sales contracts,
real estate transactions, insurance claims,
construction contracts, employment
contacts, purchase or business related
contracts, partnership agreements and even
fraud. These disputes can be a messy legal
battle between two parties but with the
assistance of the highly experienced lawyers
at The Victoria Law Group on your side, we
provide our clients with powerful legal
strategies to safeguard their interests.

8. The Victoria Law Group is an accomplished
law firm who has served developers,
corporations, businesses, independent
contractors, employees and employers,
commercial and residential landlords and
tenants, as well as buyers and sellers with
their contract disputes. We put our clients’
needs and cases at the top level of priority
and always give honest advice, in order to
protect our clients’ interest. We use all legal
means possible to assist our clients in
fighting for their rights and provide solutions
that will match your immediate and long
range business interests.

9. Drafting a precise, well-constructed contract
is one of the most effective methods to
ensure that legal disputes are avoided.
Proper drafting anticipates future problems
before beginning any project and thereby
minimizing the risk of disputes in the future.
The contract sets forth all the responsibilities
and commitments entered into by both
parties thus it is strongly recommended that
you obtain legal counsel in order to best
preserve your rights and interests.

10. The Victoria Law Group assists contractors, owners,
subcontractors, architects, engineers and other
business affiliates with the drafting, negotiating and
review of their contracts and bidding. We guarantee it
to be written in precise and understandable language
so both parties are able to clearly acknowledge the
terms and conditions contained therein. We put into
writing exactly what you wish to accomplish and
inform the other party of any necessary changes you
wish to make to the contract prior to entering into it.
Feel free to discuss your legal needs with us, and our
highly experienced attorneys will be able to assist you
with any of your legal concerns.

11. The Victoria Law Group provides assistance with
reviewing contracts particularly those which
involve independent contractor agreements,
non-compete agreements, purchase and sale
agreements, factoring agreements, employment
agreements, and consignment agreements. It is
through this process that complicated breach of
contract disputes or debt collection issues can
be prevented and is extremely beneficial in the
long run.

12. We can review any contract you receive to
ensure that it is in your best interest. We value
precision in language and assure you that
everything you wish to specify in the contract is
contained clearly in it. The Victoria Law Group
can help you avoid extra unforeseen costs and
expenses brought by deals which may have
unfavorable outcomes in the future. We indicate
and advise the Client of various ways of
addressing these future grievances by
thoroughly reviewing the contract and revise it
accordingly.

13. Distribution Agreements contain several elements which
must be taken into consideration and without the
assistance of a competent and knowledgeable lawyer to
draft and construct these business agreements, you may
end up on the wrong end of a bad deal. We will assist you
in the drafting of your distribution agreements and will
guarantee that the following essential ingredients are
contained therein:
a. Territory
b. Performance
c. Products
d. Price and Payment Terms
e. Shipping Terms and Risk of Loss
f. Terms of the Distribution Agreement
g. Restrictions on the Distribution particularly that which
is associated with the carrying of competitive products

14. The Victoria Law Group has several highly
skilled, strategic business attorneys who can
assist you with the complexities of distribution
agreements. Our lawyers who focus on
distribution, franchising and licensing can
provide you with creative solutions to your legal
concerns. They will not only use their legal
expertise to help solve your problems but will
also assist you in creating new opportunities
which will improve your business transactions
and prevent future issues.

15. The Victoria Law Group offers drafting and review of
employment agreements, which will assist in protecting
you from possible future legal disputes. We will make
certain that all terms are clarified and spelled out
according to your specifications so as to avoid
unnecessary misunderstanding between you and your
employees in the future. To do so, we see to it that the
following vital information is suitably contained in your
employment agreement:
a. job description of the employee
b. rate of compensation in compliance with the job
description specified
c. reimbursement guidelines for any necessary and
reasonable expenditures
d. confidentiality principles and guidelines
e. due punishment in case of breach of contract

16. Moreover, we do all the necessary adjustments
which the employer may deem necessary
especially in instances which involve exceptional
employer-employee relationships. Any disputes
which may arise amidst these precautionary
legal measures can be addressed and resolved
through our team of legal experts. Do not
hesitate to give us a call to discuss your
employment agreement situations and we will
provide you with the best legal option available
to assist you.

17. A franchise purchase is a huge investment and business move,
which will have considerable impact on your financial future. The
Victoria Law Group will see to it that your franchise agreement is
well drafted and constructed. We will perform the necessary
background review of the company and evaluate if it coincides
with your objectives and expectations. We will provide you with a
legal perspective with the franchise agreement presented to you
and offer necessary amendments thereto which will safeguard the
investment you will be making. We see to it that the franchise
agreement you sign includes the following:
a. Franchise Disclosure Document
b. Amount of Total Investment
c. Personal Guarantee
d. Operations Manual
e. Renewal Options

18. We also will explore other avenues which are vital in
your business transaction, including the territory
restrictions and exclusivity arrangements, intellectual
property management matters, dispute settlement
procedures in case it may arise in the future,
cancellation provisions, operational and training
support of the franchiser, branding and advertising
policies as well as franchisee termination issues.
Have your franchisee agreement drafted by a
qualified and competent attorney at The Victoria Law
Group and be rest assured that we will give you
peace of mind with all of your legal business concerns
in the future.

19. The Victoria Law Group understands the
complexities and legal issues contained in
import and export agreements. We were built
for cross-border commerce, so much so that our
name is symbolic of international trade. We are
well aware of the legal risks businesses are
exposed to if their import and export
agreements are not drafted in accordance with
international trade and commerce rules and
regulations. Thus, only attorneys who are
experienced in this field should be given the
task to provide practical solutions and counsel
to any import and export agreement issues.

20. The Victoria Law Group’s expertise provides our
clientele with import and export agreement
assistance which includes security of optimizing the
structure of overseas operations as well as the
necessary registrations required to be completed by
law. We safeguard your business from any legal
imputations in the future by drafting and finalizing
contracts which are not only respected in a particular
region but in the most foreign markets worldwide.
We are knowledgeable in many different aspects of
international contracts, including International Trade
Agreements, Royalty Agreements, Supply
Agreements, OEM Agreements, and Technology
Licensing Agreements.

21. Joint venture agreements are both complex and
esoteric. It requires a competent attorney who can
assist individuals, corporations and companies with
the precise drafting and finalization of their joint
venture agreements which includes the greatest
flexibility possible that will be of great advantage to
both parties entering into an agreement without
compromising the equity of either partner.
The Victoria Law Group is highly experienced in
handling a wide variety of issues which may arise due
to joint venture agreements. Thus we offer creative
and effective solutions to prevent legal disputes from
arising in the future. To do so, we meticulously review
the following issues embedded in most joint venture
agreements:

22. a. insurance coverage
b. state and local transfer taxes
c. terms of management agreements
d. labor and employment benefit issues
e. application of foreign laws if necessary
f. financial reporting and record keeping tasks
g. indemnification of partners in the joint
venture
h. representations and warranties form each
partners
i. restrictive covenants which must be adhered
by both parties
j. intellectual property issues which includes
trademarks, patents and copyright issues

23. Non-solicitation agreements are typically prepared to
protect the marketing and client development
investments made by employers. There have been
cases in the past where former employees were sued
in court because he or she had violated the
company’s rules set forth in its non-solicitation
agreement. If you are one of those former employees
who have received a complaint in accordance with a
non-solicitation agreement then you should discuss
your legal situation with The Victoria Law Group so
we can offer effective solutions to your legal
concerns. We also provide services to employers by
drafting and constructing Non-Solicitation
Agreements.

24. The Victoria Law Group has served many clients, both
employees and employers, in this field of contract law and
we guarantee proper review and drafting of your contract
so as to avoid complicated legal issues which may arise in
the future. We clarify and explain the terms contained in
the agreement and make all necessary adjustments and
amendments which our clients wish to have. In a similar
manner, we assist employees who were unjustly accused
of violating non-solicitation agreements under restrictions
that were too broad in the agreement.
The Victoria Law Group is experienced in drafting,
reviewing, negotiating and even litigating non-solicitation
agreements. We offer the best and honest legal counsel
to our client in order to resolve their legal worries.

25. The Operating Agreement is an important core document for any
company. It is this document that safeguards the members or
managers from unnecessary disputes engendered by
misunderstandings involving business operations and
transactions. Operating Agreements are enforced under State law,
so if in Florida, you should use a Florida attorney. The Victoria Law
Group will assist you with drafting and executing a precise and
clear operating agreement that sets forth the rules agreed upon
by all members and thereby minimizing future discrepancies. A
strong operating agreement will include the following
specifications among others:
a. The purpose and objective of the business
b. The capital contributions provided by all partners involved in
the transaction
c. The allocations and distributions of the losses and profits the
business may incur during operation
d. The Rules and Guidelines which involve the admission of new
members as well as any options for the transfer of ownership
e. Guidelines on how disputes among members can be resolved

26. f. Confidentiality Guidelines with regards to the
names of customers as well as company records
g. Rights of Refusal and Restrictions on Transfer
h. Rules of Indemnification, Arbitration and even
Mediation
i. Lastly is the dissolution of the agreement in
case parties enter into complex situations which
results in disastrous undertakings
All of these specifications will be thoroughly
reviewed and taken into consideration so as to
provide our clients with an operating agreement
customized to both the business and its owners.

27. The Victoria Law Group assists both
companies and individuals with their
securities registration. We draft and review
securities agreements which will safeguard
the investments made by our clients thus
reducing their risk of suffering from any legal
dispute in the future. Our attorneys have in-
depth knowledge in this area and have
represented clients in several of these
matters.

28. Our team understands that well written
contracts are the key to a successful business
transaction in any field from real estate to
stocks. We are well experienced in drafting,
reviewing and negotiating different types of
contracts which will be in the best interest of
your business transaction. We see to it that
all security agreements drafted in our office
cater to your businesses’ needs and are in
accordance with the terms the parties have
agreed upon.

29. Contracts are the lifeblood of business. Often
times, the best defense to an unfortunate
business situation and an unfortunate
business result is a well-drafted contract. Our
Business and Commercial Law Group is
comprised of attorneys with in-house
experience, whose primary function was to
draft agreements to sustain the company’s
business.

30. We represent our clients in the negotiation and
drafting of all types of contracts and
agreements to protect their interests. We guide
and represent our clients in and with respect to:
Complex contractual agreements and
standardizations; Technology and software
licensing; Web site development agreements;
Joint ventures; Outsourcing relationships;
Franchise and distribution structure; Product
and service supply agreements; Procurement
agreements; and domestic and international
distribution formation and termination.