California Business Contract Attorney
A contract that does not survive being tested is just paper. The firm drafts and reviews California-governed commercial contracts, with attention to the provisions California’s substantive law specifically controls.
Get Started →A contract that does not survive being tested is just paper.
Under California governing law, the provisions that decide outcomes when a contract is tested differ in substantive ways from the provisions in contracts governed by other states’ law. California restricts non-competes through a narrow framework. AB5 and the ABC test narrow the line between contractor and employee well below federal law. Consumer-protection statutes overlay every contract with a California-resident consumer counterparty. And the choice-of-law and forum-selection clauses that operate cleanly elsewhere sometimes operate differently when California public policy interacts with them.
DELINA.ESQ drafts and reviews California-governed commercial contracts, with attention to the provisions California’s substantive law controls. For the broader national contracts practice, see Business Contract Attorney.
What California governing law actually changes.
The Non-Compete Framework
Most states permit reasonable non-competes against employees and contractors. California restricts them to a narrow category of permitted situations, most prominently the sale-of-business exception. For California-governed employment, contractor, and key-personnel agreements, the protective provisions must be drafted differently than the same provisions in a Florida or Texas contract.
AB5 and the ABC Test
California’s worker-classification framework narrows independent contractor status well below where federal law draws the line. The ABC test requires the worker to be free from control, performing work outside the hiring entity’s usual course of business, and engaged in an independently established trade. The classification analysis is substantively different from federal common-law tests.
The Consumer-Protection Overlay
The Automatic Renewal Law applies to subscription products offered to California-resident consumers. The CCPA and CPRA frameworks apply to businesses handling personal information of California residents. The B&P Code’s representation and disclosure requirements apply to contracts with California-resident counterparties.
Choice-of-Law and Forum-Selection
California courts read choice-of-law and forum-selection clauses through a public-policy lens that sometimes invalidates clauses that would operate cleanly in other jurisdictions. The firm calibrates these provisions to support enforcement in California courts where California governing law is preserved.
What the firm drafts and reviews.
MSAs & Contractor Agreements
Master service agreements and statements of work separating framework terms from project deliverables, plus independent contractor agreements calibrated to the AB5 ABC test, including IP assignment and the limited restrictive covenants California’s non-compete framework permits.
NDAs & Invention Assignment
Mutual and unilateral non-disclosure agreements addressing scope, duration, residual knowledge, and remedies, plus Employee Confidential Information and Invention Assignment Agreements drafted to comply with California’s Labor Code carve-out, including the specific notice California requires for enforceability.
Founder & Partnership Agreements
Founder and co-founder agreements covering equity allocation, vesting and reverse vesting, acceleration triggers, the good-leaver and bad-leaver framework, IP contributions, the spousal-consent framework, and dispute-resolution mechanics, plus partnership, silent partner, LP, and LLP agreements.
Licensing, LOIs & Demand Letters
Letters of intent, term sheets, and memoranda of understanding that sit in front of every major transaction, plus licensing agreements for trademark, copyright, patent, software, and trade secret, and cease and desist letters that need to go out under attorney signature.
What counterparty drafts typically contain.
Counterparty drafts from institutional firms tend to follow a pattern. One-sided indemnification that runs from the client to the counterparty and not the other direction. Representations and warranties that survive longer than they should. IP assignments that capture pre-existing client work. Termination provisions with cure periods too short for any reasonable response. Audit clauses with undefined triggers. Payment terms with no late-payment provision and no consequences if the counterparty does not pay on time.
The firm reviews counterparty drafts, identifies the provisions that need to move, and produces a redline that accomplishes the substantive change without unnecessarily expanding the negotiation. None of the changes are aggressive. They are the standard commercial terms any counsel reviewing the agreement would expect to see, calibrated to the negotiating position and the importance of each provision to the client.
Single-document engagements run from the high three figures to the low five figures depending on the contract type. Counterparty redline engagements run per round of negotiation. Each engagement is committed in writing before drafting begins. Detail at Fees.
This page is general guidance, not legal advice on any specific contract. Reading it does not create an attorney-client relationship. Attorney-client relationships are formed only on a signed engagement agreement.
Send the contract.
If a counterparty has put a draft in front of you, send the draft. If a deal is in motion and the document has not been written, send a description of the parties, deliverables, and timing. The first email is at no charge.
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