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SECTION 3 FORMS- INFORMATION REQUIRED SECTION 3-1 FORMS IN GENERAL In this section of the manual, we'll explain what information is needed to prepare each form, and will outline for what purposes the form is useful. THE HOME LEGAL GUIDE provides a large library of forms for your use. Before you draft any form, please read and consider the directions on each form. Our directions tell you what information that you'll need to complete each form, what you should have read in the package before beginning. If any changes have taken place since the manual was last revised, these changes will be reflected in a "read.me" file on the distribution disks. SECTION 3-2 GENERAL FORMS We begin with general forms. Again- we welcome your suggestions for future forms! Let us know. SECTION 3-3 ADVERTISING PURCHASE ORDER: The form is used to purchase ads, set credit terms for their payment, and establish schedules for the advertising. Although usable by sellers of advertising it is intended for use by buyers of advertising. The following information is required: Names, address, telephone numbers and contact persons for both parties. The date of each purchase order's beginning and end. The terms for repayment as well as the schedule. SECTION 3-4 ASSIGNMENT OF PROMISSORY NOTE This form prepares both recourse and non-recourse assignment of promissory notes. The following information is required: The owner of the note; the makers of the note; the original amount of the note; the interest rate; the present balance on the note; the buyer of the note. SECTION 3-5 BAILMENT (Agreement to lend or borrow personal property; this is opposed to real estate (land)) This form is limited to NON PROFIT borrowings! If you are in the rental business, a rental contract tailored to your business is required. Sometimes in doing someone a favor and lending them your lawn mower, or whatever, disagreements occur due to questions like: when was the item due back? if it breaks, who pays for it? In addition if you think that you are doing someone a favor by lending them your hedge clippers watch out if the hedge clippers break and hurt the borrower. In many cases courts permit borrowers to sue for being lent something dangerous. This form limits this type of liability. This form should stop these disagreements from happening in the first place since it specifies the conditions for the bailment. A few other formalities are included in this form. One of the most important is an "indemnity" clause which provides that if the property causes injury to another that they are responsible. Information required: Name of the owner; name of the property; description of the property; length of the loan; purpose of the borrowing (use this subclause to limit use of the item); whether the property will be insured by the owner or borrower, or neither; if to be insured by the borrower, state limits of coverage WARNING: If the owner has insurance and agrees to carry the liability, this may void his own coverage. Check with your agent about this. SECTION 3-6 BANKRUPTCY PROOF OF CLAIM Rats! Someone has filed bankruptcy. If there are going to be assets in the bankruptcy- file a claim. Most people get so angry when someone files bankruptcy that they throw away the file on the debt. That means that the few people who do file claims often get paid very well. This program provides a chance to get your claim in and get your payoff. Information needed: State the name of the debtor, the district, case number of the bankruptcy; whether the claimant is a individual, partnership, corporation; address of the claimant; the amount due on the debt [be precise here] as principal; the amount of additional charges (such as interest, attorneys fees) together with an explanation of why the additional charges are due; and if a judgment was entered on the debt, the amount of the same and the court where the judgment for the debt was entered. SECTION 3-7 BILL OF SALE FOR USED GOODS This form is used to as a combination receipt and bill of sale. It is intended solely for a deal in which a CONSUMER sells something that they own to another person. This form was prepared because small claims courts are populated with cases in which someone who has bought a used boat motor, or whatever, sues the seller claiming that the product failed to work, etc. However, the law in most states is that there IS NO WARRANTY when a person who is not a dealer in that type of goods sells them. Information needed: Name of the seller; name of the buyer; description of the goods sold- here be sure to call it a "used" whatever; The form provides the following choices as to the payment of the sales price: cash, or part cash and assumption of liens. For example, if there is a lien on a stereo you are selling, then the sales price is for cash of whatever and the buyer agreeing to pay the lien. In this case have the name of the lien holder and the amount of the liens handy. If you are financing a purchase of something don't use this form. Instead, use the security agreement form. SECTION 3-8: COLLECTION AGENCY AGREEMENT This form is suitable for use by either a collection agency or its customers to set forth their agreement. This form presupposes that the agency will be compensated on a basis of a percentage of its collections. The following information is required: names of the parties, agency fee in percent and the reporting period (monthly, weekly, quarterly, etc.) SECTION 3-9 COMMERCIAL EQUIPMENT LEASE Many equipment leases are really loans. Thus, after paying for the lease term the equipment can be purchased for a dollar. This form will prepare both a loan type lease and a true lease, where at the end of the term the equipment must be returned. The following information is required: the name of the parties; a description of the leased items (this should be exact, and in many cases will require the use of multiple attached sheets.) The place where the leased items will be used. An option is provided that requires the leasing customer to pay freight and set up, or, alternately, the set up expense, up to a limit, is added to the loan. The goods may either be insured by the customer or through the leasing company. In both cases, the premium and payment terms for the premium must be stated. The total payments under the lease, and the terms for payment are set out. In addition the customer will either be required to return the equipment at the end of the lease term, or, have an option to purchase. The option price (whether $ 1.00 or a discount to the assumed value or more) is also stated. In some cases, particularly "true leases" maintenance is provided by the leasing company. Options are provided for either the leasing company or the customer to provide service. SECTION 3-10 COMMERCIAL LEASE/ACCEPTANCE, INSPECTION When a lessor delivers property, a certificate of acceptance of the property is often required. This certificate is proof that the property was accepted and working. Usually, this is used when a manufacturer uses a third party financing source. The following information is required: The description of the property and exceptions to full acceptance. SECTION 3-11 CONSIGNMENT SALES AGREEMENT Selling on consignment is becoming more and more common these days. Unfortunately, persons selling on consignment often don't get clear written agreements, or overlook some very important points. We are preparing a full tutorial and statutory text regarding the hazards of consignment selling in general. For now: unless the store has signs indicating that it is a consignment shop, or your goods have a notice on them stating that they are consigned, it is required that there be a formal consignment agreement as well as a recorded lien (UCC-1 a/k/a A financing statement). This form also prepares an agreement for "sale or return" in which the seller provides the goods to the buyer, and the buyer either pays for them (there is neither a commission or a flat fee per sale) or returns them. This form points out a number of things to consider including who is going to insure the goods. (Very important!!!) Information required to complete the forms: Names of the parties, description of the goods, whether the buyer or seller will insure the goods while the consignment seller has the goods (if they are uninsured, check buyer); whether the consignment seller will be paid on commission or flat sum per good sold; minimum sales price per unit; the number of days between accountings; on a sale or return the number of days to return; who will pay return freight for unsold goods. SECTION 3-12 CORPORATE RESOLUTION TO OPEN BANK ACCOUNT Banks require corporations to provide a "corporate resolution" when bank accounts are opened. The form is taken from a public domain form which many bank use. (Don't be surprised if a bank requires or tries to require that you use their form. That way they don't have to proof read.) The following information is required: Name of the corporation; secretary of the corporation; Name of the bank; number of signatories on checks (that is whether one or two or more signatures are required); names of the authorized signatories. SECTION 3-13 CORPORATION MEETING MINUTES, ANNUAL MEETING, SMALL CORPORATION The corporate laws of each state require that there be an annual meeting. These minutes are adequate for almost every small corporation. The following information is required: the name of the corporation; whether the meeting is called by notice or an agreed waiver of notice by all the parties and the date of the meeting notice/waiver was served; date, place and time of the meeting; the name of the chairman of the board, the names of nominees for the offices of president, secretary and board chairman; names of the winners of the election [usually the people who are nominated are the shareholders and they win unopposed]. Finally, the form provides an option for a declaration for payment of a dividend. If a dividend is provided for, the amount and record date for ownership. SECTION 3-14 CORPORATION MEETING MINUTES, CHANGE OF OFFICER If an officer of a corporation resigns the commonly used form of bylaws provide that either the shareholders or the directors shall hold a meeting and elect a new officer. The following information is required: the name of the corporation; whether the meeting is called by notice or an agreed waiver of notice by all the parties and the date of the meeting notice/waiver was served; date, place and time of the meeting; the name of the chairman of the board, the name and title of the officer who resigns and lastly the name of the elected successor. SECTION 3-15 CORPORATE MEETING- WAIVER OF NOTICE As you may have 'noticed' corporate meetings require that the corporate directors or shareholders be advised that there will be a meeting. In small corporations, the formal notice period is usually waived and the shareholders/directors sign an agreement consenting to holding a meeting. This form prepares that document and requires the following information: Name of corporation; date, time and place of meeting SECTION 3-16 CORPORATE SHARES-- PROXY TO VOTE SHARES In some instances, shareholders will not desire to attend corporate meetings themselves and instead will grant someone the right to attend the meeting and vote their shares for them. In many cases, if there is a corporate battle, proxies are solicited by the opposing factions. This form prepares a proxy. If a person has executed an earlier proxy, this form will revoke the earlier one. The following information is required: the name of the shareholder; the name of the proxy: date of meeting that proxy will be effective; number of shares owned by shareholder; class of shares owned by shareholder SECTION 3-17 CREDIT APPLICATION In business it is customary to for a business or person seeking credit to fill out an application form. This is a dual purpose form and can be used to verify both employment and credit history. However, persons will quite rightly often decline to give out information concerning another person without written approval for the release. This form contains the needed release. The following information is required: the name of the applicant: the social security number of applicant: date of the application name, address and phone number of person to reply to SECTION 3-18 DESIGNATION OF GUARDIAN FOR MINOR CHILDREN This form is used to give a "power of attorney" to a trusted relative or friend to act as your child's "substitute parent" if you are incapacitated. Note that it is not effective BEFORE any incapacity. This power is drawn to give very broad power to the appointed person including management of the child's custodial property. In addition, if the children ever need a formal guardian this form also states that the person mentioned is your choice for the formal court appointed guardian. Here is the information required: Name of parent or parents (If there are two present custodial parents each must sign); Name of attorney and second choice SECTION 3-19 EMPLOYMENT AGREEMENT- TECHNICAL AND MANAGERIAL EMPLOYEE In most cases, non-managerial employees (let's say a maintenance person) are hired without contracts, or, a general employee manual applies to them. Formal contracts are much more likely with a technical or managerial worker, since they may be privy to trade secrets, may make inventions or may be granted stock options. The following information is required: The names of the parties, as well as the EMPLOYEE's job title and the date that employment commences. If there is a general employee manual and this contains conditions for sick leave, etc., then an option is provided to include this in the contract. Options for payment of the employee include: straight salary, commission and commission with draw. The commission with draw option can also be used for a salary & commission employee. Regarding payment, the following information is required: the straight salary, the commission rate, and whether or not draws (if provided) must be repaid. If a non-competition agreement is desired, the area and firms for the non-compete as well as the time frame for them are required. The form can also require that the employee devote full time (that is to say all of their time) to this job, and require them to obtain permission for any other work. Finally, the number of days notice for termination must be provided as well as whether or not arbitration will be used in relation to disputes. SECTION 3-20 EMPLOYMENT-- TEMPORARY LENDING OF EMPLOYEE This form is used when a company lends an employee to another, which from our mail and request for new forms we know is quite common. The form establishes the liability for worker's compensation and wages. In recognition of the fact that employees may have pension funds and other fringe benefits, the agreement requires the temporary employer, regardless of who pays the employee, to reimburse the permanent employer for overhead. The following information is required: the name of the primary employer, the name of the temporary employer, name of the employee and job title; pay rate; dates for lending; which party will pay the employee; overhead rate SECTION 3-21 EMPLOYMENT APPLICATION- RELEASE OF INFORMATION There have been a rash of lawsuits filed by employees who are fired and then get "'bad''" references for libel, etc. Therefore, many firms now only will provide as an employment reference the name, dates of hire and job title and pay of an employee. They are much more likely to agree to give a true picture if they have a release agreement permitting them to speak with less fear of suit. the name and social security number of the applicant; the date of the application; the position applied for; name, contact name, address and phone number of the prospective employee SECTION 3-22 FACTORING OF ACCOUNTS RECEIVABLES AGREEMENT Factoring is a combination of borrowing and selling accounts receivable. A form for a common factoring arrangement which is closer to an outright sale than a loan is prepared. The following information is required: name of the SELLER of the accounts and the FACTOR; type of merchandise manufactured; a specification of which products receivables will be factored; the percentage purchase price of accounts; whether the settlement will be monthly, weekly or otherwise. SECTION 3-23 GENERAL PARTNERSHIP- SHORT FORM, CAPITAL UNDER $ 30,000 Due to numerous requests from our users, we have added a form suitable for creating small, uncomplicated partnerships. We have specified that the capital must be below $ 30,000. The following information is required: Name of the partnership; name of the partners; address of the principal office of the partnership; amount of capital invested by each partner and the total capital of the partnership; how often partnership profits will be divided, and if draws for living expenses will be made. SECTION 3-24 GENERAL PARTNERSHIP, LARGER CAPITALIZATION This form includes some of the additional clauses which are required in a larger partnership. It gets harder and harder to write "generically adaptable" forms when larger sums are involved. However, this form covers the major bases. Here is the information required: State and county where the partnership was formed, the business to be engaged in; the starting date of the partnership; address of the principal office of the partnership; the capital contributed by the partners; the time period between accountings; an option is provided for draws; the maximum dollar authority of each partner; and an option is provided for the regular affairs of the partnership to be managed by a committee. SECTION 3-25 GUARANTEE FORMS A guarantee is an agreement by one party to pay the debt, or to take care of the obligations of another party. This is frequently used with corporations. Most corporations are very thinly capitalized, and thus for obligations of any size, savvy creditors demand that the owners guarantee the debt. Under a law known as the Statute of Frauds, the promise to pay the debt of another must be in WRITING TO be valid. DON'T FORGET THIS!! Therefore, we have a personal guarantee. This document actually produces THREE different kinds of guarantees. The first is an unconditional, blanket guarantee. This means that the guarantor (person agreeing to make good another's obligations) agrees that whatever debts and obligations are due from the primary debt, in whatever amount will be their responsibility. This is the most dangerous kind of guarantee to sign for the guarantor, but the most favorable to the creditor. The second is a guarantee agreement for a specific obligation. In other words, in this agreement the guarantor is agreeing to pay whatever comes out of one specific deal. The third is a guarantee that covers all obligations, but, is limited to a total specified sum. Thus, the guarantor agrees to pay a certain sum, if the balance is that or lower and the primary debtor doesn't pay. The following information is needed to complete the form; of course, you must choose which one of the guarantees represents your agreement. The name of the party borrowing, guaranteeing and lending The amount, or debt guaranteed (unless unconditional guarantee) SECTION 3-26 HUNTING/FISHING/SPORTSMAN'S LICENSE This form is the result of yet another suggestion from our users! Thank you. Hunting and fishing often takes place on another's land. This form provides for the use of land for sporting purposes. It prepares exclusive, non-exclusive, paid and unpaid licenses. The following information is required: Names of hunters and owners; fee (if any); type of hunting/fishing permitted; description of property; dates for the license. Options are also provided to release the property owner from liability. SECTION 3-27 INDEPENDENT CONTRACTORS AGREEMENT An independent contractor is a non-employee who does work for another. No withholding is required, and employee benefits (like worker's compensation) are also not required. However, the IRS takes a very dim view of independent contracting being used to replace employees. So dim that they very carefully audit these agreements. An independent contractor is truly independent! The employer cannot control the work times, work methods or means used by the independent contractor. The following information is required: Name of employer, employee, description of jobs to be done, rate of payment, date of beginning and ending the agreement. SECTION 3-28 INSURANCE CLAIM-Automobile A question often heard is if my insurance company won't agree to a value that I lost when my car was wrecked/stolen, what do I do? One solution is to submit a proof of loss. Under almost all insurance policies if you submit a proof of loss, you then place the burden on the insurance company to either pay the proof of loss or reject it. If they reject the proof of loss, you are then entitled to sue or to arbitrate the disputed amount. Sending in a proof shows that you are serious about being paid and might result in a better settlement. Information required: The name of the insured, the named of the insurance company, the policy number, the date that the CURRENT policy commenced; the current expiration date of the policy; the model, make, type and vehicle identification number of the vehicle; state of registration and Tag number; reason for the claim (a collision, theft, fire); date of the loss; time of loss; explanation of loss (this should be very brief- for example other vehicle ran red light); if there are liens on the vehicle; if there is other insurance, enter so (ordinarily there is only one policy); if you are aware of any reason why the loss might not be covered enter this information (ordinarily no reason exists) SECTION 3-29 INSURANCE SUBROGATION AGREEMENT Another user request leads to the addition of a new form! In many states, if an insurer pays a claim, it is entitled to subrogation (that is the right to go after any liable party) against any third party who is responsible. This form prepares the standard form used by many insurers. The following information is required: The name of the insurance company; name of the insured; nature of the loss (fire, theft, etc.); the type of coverage claim was paid under, such as automobile, homeowners, etc.; the amount of the claim; the amount of the insured's deductible; and finally the insured must either agree that the insurer will try to collect the deductible or that they will retain it themselves. SECTION 3-30 INTERNAL REVENUE SERVICE POWER OF ATTORNEY Before someone can represent someone else before the IRS a power of attorney must be filed. This form is a direct input of the statutory form. (And you may find an IRS agent or two who will want it rewritten; that is NOT required and the IRS has advised us that our form is okay. On the other hand.... bureaucrats can sometimes be, well.......) The following information is required: name of the taxpayers and their EIN or SS#; address of taxpayer; name of the attorneys and their street addresses; CAF number of attorney(s) (a CAF number is the number that each person who has ever filed a power gets, if you don't have one, just leave it blank); type of tax; End years or periods or date of death if estate tax; to whom notices are to be sent Options are provided to allow the attorney to receive, but not cash, refund checks; A power of attorney will revoke earlier powers, if any. However, an option is provided to allow prior powers to remain in effect. SECTION 3-31 LOTTERY POOL Many offices, clubs or friends get together to buy lottery tickets. However, the potential exists for misunderstanding whenever a big prize is won for the parties involved in a pool (together with those who "remember" suddenly that they threw in a dollar to the pot or for the person holding the ticket to "forget" all those who added their money in the pot.) This form deliberately requires a new form to be created each month, because an old form with people's name who have dropped out is not a good thing to have lying around! The following data is required: the names of the pool participants; the state's name; the game(s) to be played; the name of the Lottery Pool Manager; the amount per member to be played per game. SECTION 3-32 MANUFACTURER-DISTRIBUTOR AGREEMENT This agreement is the skeleton of a frame work for the relationship between a manufacturer and a distributor or dealer. It covers the essential terms of this business. The following information is required: The type of services or product to be sold; payment terms for the first order; length of time for the distributorship; whether it is exclusive or non-exclusive; the area (or location) of the sales location; the arrangement for service; payment terms for the service; renewal terms; terms for termination for cause; arbitration; non-compete; if the distributor is limited in the lines that it can carry SECTION 3-33 MUTUAL RELEASE OF ALL CLAIMS At the end of some sort of legal disagreement, involving both parties claiming from one another (claim and counterclaim) which the parties have settled, a release needs to be exchanged. A release is an agreement that brings to a conclusion a dispute between parties. In its purest form a mutual release says that the parties to a dispute have settled it and neither will sue the other for anything which occurred prior to the date of the release. A release can also be used when the parties have settled a case for instance, on the basis that one is to pay the other a certain amount of money, and there are to be no other obligations remaining. Please note that we also have a unilateral release form. Use the unilateral release when one party has claimed against another and the dispute is settled. Information needed: Names of the parties to the agreement; if any other obligations are to remain, their description; date and place of execution of the agreements SECTION 3-34 NON-DISCLOSURE (SECRECY) AGREEMENT, UNILATERAL NON-DISCLOSURE (SECRECY) AGREEMENT, BILATERAL We have both unilateral (one party) and bilateral (two party) non-disclosure agreements. The following information is required: the names of the parties; the general area of disclosures; the length of time for the non-disclosure. SECTION 3-35 NON MARRIAGE AGREEMENTS You are going to live together with someone. It's smart to have a formal agreement defining the property rights of the parties. But, YOU ARE BEING WARNED HERE (!!!) this area of law is very unsettled and this agreement may not be enforced by a court or may only be enforced in a limited way. EXTREME TRUTHFULNESS IS REQUIRED. If you check off that each party has fully disclosed their assets and liabilities, and you haven't, all bets are off. We suggest that you read the "Uniform Premarital Agreement" statute, since in many cases the court will treat long term arrangements where the parties are not living together as marriages. WARNING: All is off if you get married. You need a new agreement then. Good luck! Information needed: Are the parties already living together (if so agreement states that it is retroactive) Have they made a full disclosure of assets? Has each party had an opportunity to seek counsel? Will parties keep separate checking accounts? Do parties waive "palimony." (This may be unenforceable, but if this is your agreement try it.) Is it possible that the parties MAY acquire property together?? Do you desire to set percent of living expenses each party will contribute? (This can be unequal. We also put in the agreement that if one of you stops contributing, let's say due to a layoff at work, that the money cannot be adjusted or equalized out later if it goes over $ 1,000 unless there is another agreement) SECTION 3-36 PATENT ASSIGNMENT The patent assignment form is used for an outright sale of a patent to another party. The following information is required: The name of the inventor and purchaser, and the sales price for the purchase. SECTION 3-37 PERMISSION FOR CHILD TO GO ON TRIP If a child goes on a club or school trip, then there are several important concerns. Although we hope it never happens, if the child is hurt, then there is a possibility that medical care may be required, and hospitals/doctors want parental permission before treating a child. Therefore, this form gives two designated adult chaperons the authority to give consent for any needed treatment. In addition, the form relieves the sponsors from liability for accidents, provided that they act in good faith. Information needed: Parent's, child's, chaperons' names, purpose of trip, sponsoring organization's name, start/end of trip SECTION 3-38 PRE-DIVORCE AGREEMENT In some marital breakups, the parties can agree on some issues, but not all. This form, which is frequently used by attorneys, provides for resolution of a number of different issues. This agreement would then be made a part of the divorce granted by the Court. PLEASE NOTE: A divorce court in many states will not be bound by a pre-divorce agreement. No states' courts will be bound by a provision for child support. And, in all states, the court can reevaluate child support or spousal support if circumstances substantially change. The following information is required: Place and date where the parties were married; number, date of birth and names of children (if any) born to the parties; disposition of debts if any; disposition of child support; insurance to be maintained by either party; division of real property (if any); and if the parties have made complete disclosures of finances and have been independently advised, this may be (but is not required to be) stated. SECTION 3-39 PREMARITAL AGREEMENT A premarital agreement is a contract to fix the rights of parties to property prior to marriage. Rather than being the exclusive domain of Donald and Ivanna, many persons entering into a second (or later) marriage, want to fix each other's inheritance rights. That is, if you already have children you want to be sure that each family's children inherit from their parent. Please see the tutorial regarding the Uniform Premarital Agreement Act before beginning to prepare this form. It contains important caveats that you should be aware of regarding them. EXTREME TRUTHFULNESS IS NECESSARY AND REQUIRED. If you put untruths in such an agreement, all bets are off. The following choices are provided: Right to share in each other's estate Right to alimony Increase in property Adequate separate resources to support oneself In addition you will be asked if the parties have each had a chance to seek independent counsel. SECTION 3-40 PLEDGE OF LIFE INSURANCE POLICY TO SECURE DEBT Recent stories in the national media have pointed out that credit life insurance offered at banks, car dealers and other purveyors of loans are often much more expensive than comparable policies purchased directly from insurers. In many states, loan forms have to say that if life insurance is required as a condition of the loan, the insurance does not have to purchased through the lender. This form prepares the assignment of an existing or newly purchased policy. The following information is required: name of the creditor and debtor, name of the insurance company, policy number, policy face amount, amount of loans or other charges against the policy, amount of the loan SECTION 3-41 PURCHASE ORDER A purchase order is a formal offer to buy goods. These forms are very common in business. This form can generate a variety of different types of purchase orders, in particular, those for standard and custom goods. The following information is required: Date of purchase order; name of the buyer [party issuing the purchase order]; name of seller and seller's address; item purchased; quantity; price per unit; tax if any; total value of purchase order; date for shipping [this can be stated as either a specific date, or as a general date, for example, as soon as possible]; shipping method [you may state "best method"]; the purchase order can require a firm date for shipping, and provide for cancellation if not shipped; the purchase order can either use standard specifications or can allow you to enter your own specifications, if specifications are stated: number of days allowed for inspection of goods and number of days for the seller to correct non-conformitites; the purchase order can either provide for cash or terms of payment; if the seller is to set up the goods, the number of days allowed for setup; if the seller is to maintain the goods sold, the number of months of maintenance; if seller is required to train in use of goods, the number of hours of training. SECTION 3-42 REQUEST FOR STATEMENT OF ACCOUNT, SECURED LOAN Many banks makes loans based upon personal property as assets. Obviously, the bank wants to be sure that the property has no liens (or that it knows about the liens). This form accommodates this problem. Under the Uniform Commercial Code, the borrower (debtor) may require that the secured party periodically verify the balance of the loan and the collateral that is pledged for the loan. The UCC has a specific procedure to be followed. The debtor must prepare a list, and then the secured party must approve (or disapprove it and indicate the errors). The following information is required: Names and addresses of both parties; effective date of the secured loan balance request SECTION 3-43 RETAIL STORE- LEASE OF DEPARTMENT The last time that you bought a watch or shoes in a large store, were you aware that it is quite possible that this department was a "concession" rather than a part of the store itself? This is an agreement for the leasing (or subleasing) of an area within a store. The following information is required: the name of the store and licensee; term of the license in months; type of department; type of product to be sold; term in months of the license; type of department and product to be sold; square footage for retail space; number of feet for storage; percentage rental; minimum rental per year in numerals; percentage of sales to be spent in advertising; the minimum limits for insurance to be carried by the licensee SECTION 3-44 RETAINER LETTER WITH ACCOUNTANT, OVERALL FEE LIMIT This is an agreement between a client and accountant, which requires the accountant to stop working when a predetermined spending limit is reached. The following information is required: Name of accountant, client, fee limit, time period for fee limit SECTION 3-45 RETAINER WITH ATTORNEY, HOURLY This form is suitable for confirming an hourly retainer with an attorney. It is in letter form and is brief, but it is nevertheless a complete agreement. The ethical regulations of the legal profession now require specific disclosure of fees to new clients. The disclosure rule does not specifically address whether the disclosure needs to be in writing, but it is better for both sides for the contract to be in writing. The following information is required: Date, name of law firm, address of law firm, name of the client, individual attorney within the firm's name, brief description of the matter; billing interval; hourly rate SECTION 3-46 REVOCATION OF ACCEPTANCE The Uniform Commercial Code provides that when you pick up or take delivery of goods, you have "accepted" them. However, that acceptance is not final. In fact, you can "revoke" acceptance if the goods fail within circumstances that the law would recognize as a breach of the sales contract. The following information is required: Names of the parties, date of delivery, description of the goods, reason that the goods were defective, whether or not a demand for adequate assurance was made, and if so, the date, and if a lien is asserted on the revoked goods. SECTION 3-47 RIGHT OF RESCISSION Under several circumstances, including door to door sales, there is a cooling off period to allow a buyer to cancel his order. This form prepares a rescission (cancellation) of the deal. Under most laws providing for rescission rights, the notice that the deal is canceled must be sent via certified mail or telegram. Here is the information needed: Name of buyer, seller, date of sale, what was sold, if the merchandise is received, an agreement to return merchandise if any was received, and the date, time and means used to send the notice SECTION 3-48 SECURITY AGREEMENT This form is called many different things by different folks. Some refer to it as a "conditional sale" in which the condition is you get to keep the property if you pay a debt that you agreed to pay to acquire the property. Sometimes it is called a "Chattel Mortgage"; in some cases it is known as "Lease." All of these instruments are really security agreements. In simple words a security agreement is a LIEN on property. LIMITATIONS: Security agreements are used for tangible assets, contract rights and intangibles. They are NOT appropriate for securities, cash or real estate. With securities a pledge and physical possession of the securities is appropriate. With cash, physical possession is required and with real estate mortgages are required (trust deeds in some states.) SPECIAL WARNING: Unless you have physical possession of the collateral certain filings are required to perfect the lien. If you don't file, your lien will be invalid against other creditors. This selection on the menu prepares three different types of security agreements. The first is a standard security agreement in which a party puts up his property for a loan or for a purchase. In this form, the debtor agrees to make good any deficiency (that is if the property is repossessed and does not bring enough in to pay off the debt, they're on the hook for the difference.) There are some further variations: whether the security is provided for a single debt or for all debts (this latter set is called a cross collateralization clause.) In addition, this selection on the menu can produce a hypothecation. (See on line dictionary for explanation). The following information is required: names of each party; a specific explanation of the property secured, either general or specific-- thus you can have a lien on a specific fork-lift, or on the accounts receivable of a business; if the security agreement secures a specific debt, the date of the debt and the original principal amount; if the security agreement is a hypothecation, then the person for whom the debt is secured must be identified, together with that debt-- the date of the debt and the original amount; in all security agreements-- are there other liens on the property? (first lien vs. junior lien) and if so, the amount of the liens and the identify of the creditor; will this security agreement secure all other debts between the parties? SECTION 3-49 SHAREHOLDER'S AGREEMENT In corporations, particular small ones, shareholder's agreements are necessities. They can protect stock values, prevent in fighting from occurring before it starts and assure that any new shareholders are subject to the same constraints. The following information is required: The name of the corporation, the shareholders involved, and a secretary chosen from the shareholders, the class and number of shares held. Options are provided for: requiring that all shares which are sold be sold subject to the agreement; requiring voting for specified individuals for officers/directors; requiring that all candidates in future elections be voted for by all signatory shareholders, and requiring that the shareholders who are part of the agreement either vote by number of shares or per capita; a minimum sale price per share; an option, or right of first refusal to buy shares; and in these times with many mergers, an option to require shareholders to vote for or against a merger. SECTION 3-50 STATEMENT OF ACCOUNT REQUEST Under the Uniform Commercial Code, a person who owes money under a secured loan may request a statement of the account including a list of the collateral held for the debt. The following information is required: Name of the Secured Party; address of Secured Party; name of officer or department answering request; the name and address of the Debtor; date for which a statement is requested. SECTION 3-51 STOCK OPTION FOR EMPLOYEES, NON TAX SHELTERED This form prepares an employee incentive stock option form. However, the form does not create a tax advantaged option. The tax laws are changing regularly, and any form once prepared would probably be out of date once published. The following information is required: The names of the parties, the class of stock that the employees may purchase (for example, Common stock, Common Stock Class A), the number of months employment for eligibility; the time period between eligibility to purchase and the number of shares which can be purchased (thus you can set a maximum number of shares that can be bought per year or whatever other time period you may choose) and a formula for the purchase price. Ordinarily employees may purchase stock at a discount to the book or market value. (An option to purchase shares at the market price is not worth very much, except if the purchases are financed. We do provide an option to finance the sale, which can be set at either market or a discount to market rate.) Other options include restrictions on sale, a right of first refusal for the employer to buy back the stock when the employee leaves; a loan to buy the stock from the employee, and joining the employee in shareholder or other restrictive agreements. If unregistered, the agreement can list various requirements related to that fact. SECTION 3-52 STOCK PLEDGE AGREEMENT This agreement is used to pledge corporate stock for either a purchase money debt, or can also be used for any other debt where stock is used as security. The following information is required: the name of the OWNER; of the shares Enter the name of the CREDITOR: Enter the amount owed to CREDITOR: Enter the reason for the debt; (can be unpaid balance for purchase of the stock) number of shares to be pledged; the class of shares to be pledged [for example common, preferred, convertible preferred]; the name of the issuer of the stock. Optional clauses include if the CREDITOR has the right to vote the shares, receive dividends, if any; and a provision for partial release of shares for partial payment. SECTION 3-53 STOCK PURCHASE AGREEMENT (UNREGISTERED STOCK) This form prepares an agreement for the sale of unregistered securities. The following information is required: The name of the buyer, seller and issuer (corporation) of the issuer. The seller can be the same corporation as the issuer. The number of shares to be transferred, the class of the stock (common, preferred, convertible preferred etc.) Payment options include cash for all or part of the value of the stock, notes or services; finally, whether or not the purchaser must execute a shareholders agreement. (If a note is given for any part of the purchase price, you may desire to have a stock pledge agreement.) SECTION 3-54 STOCK SUBSCRIPTION AGREEMENT (PRE-INCORPORATION) Often individuals want to form banks, insurance companies, or even plain corporations. However, you can't sell shares in a bank until it is approved as a bank; therefore, the device of a subscription agreement allows the promoter to prove that he can raise capital, and an option is provided for a non- refundable fee to be paid and the funds used to pay for the pre-incorporation expenses. The following information is required: the name of the promoter, subscriber, and proposed name of the corporation and its state of formation; the proposed number of shares of stock and the type of stock and par value (option is provided for no-par stock); an option is provided for the shares offered to be unregistered; to collect a fee for organizational expenses at the time that the subscription is signed SECTION 3-55 TRANSFER AND RECEIPT UNIFORM GIFT TO MINOR'S ACT The Uniform Transfer to Minors Act has replaced the Uniform Gifts to Minors Act, and governs the giving of assets to a minor without resorting to (very expensive and cumbersome) guardianships. This form is used for the transfer of assets to a custodian to hold for the minor. The following information is required: The name of the person making the gift, the minor's name and the custodian's name; the city and state of execution of the transfer form, the city and state where the minor resides; the description of the gift. The Act permits the custodian to receive compensation for acting as the custodian for the minor. In most cases, a parent or very close relative will be the custodian, and accordingly, would not expect compensation. The Act thus provides for the custodian to waive compensation and we include a choice for such waiver in this form. SECTION 3-56 UNILATERAL RELEASE OF ALL CLAIMS See the discussion in section 3-17. Same information required. SECTION 3-57 UNSECURED PROMISSORY NOTE A promissory note is an UNCONDITIONAL promise to pay money. Keep the key word unconditional in mind when executing one. In addition, most promissory notes provide for negotiability. (The note which we provide is negotiable.) This form will prepare unsecured notes, either as a demand note, installment note or date certain note. In addition guarantors can also be added. The following information is required: names of borrowers and lenders, principal amount borrowed, the full address of the place where payments are due, the rate of interest on the note EXPRESSED as simple interest. The note may either be due on demand (demand notes by convention are due in one year), in installments, or all in one lump sum on a date certain. If the note is guaranteed by third parties, please indicate so. IMPORTANT NOTE: Promissory notes are signed by the borrower- the lenders signature is unnecessary (and bad form) except on the back of it as an endorsement if the note is negotiated to others. SECTION 3-58 UNSECURED NOTE- PAYMENT LIMITED TO PROFITS It is fairly common for partners/investors/shareholders to be willing to invest more $$$ in a company, and to be willing to wait for repayment until the first profits. This provides that the first profits and all subsequent profits will be used to repay the loan. The following information is required: The name of the maker, holder, principal and interest rate SECTION 3-59 UNSECURED NOTE- INTEREST RATE CONTINGENT ON BALANCE A fairly common deal in certain risky type of investments is a note that provides, in addition for interest, for a percentage of profits contingent on the amount of loan due. For example- $ 400,000 is borrowed, and the interest rate is set at 10%. In addition for every $ 100,000 that is owed 1% of the profits of the venture is additional interest. For all of you asking, yes this can result in usury problems in some states. However, in many states this is legal and valid. The reasoning in the majority of the states is that since there can or can't be profits, it is not usury since if there are no profits the rate (so long as the original rate is below the usury ceiling) is compliant with the usury limited. A "usury savings clause" is contained in the note which limits the interest rate to the maximum allowed by law. Our tutorial on interest rates will also help. The following information is required: the names of the MAKER and HOLDER; principal sum of the loan: the interest rate; and then the percentage of profit (in percent) per outstanding portion of principal SECTION 3-60 VENDING MACHINE AGREEMENT If a vending machine is to be installed in a business there are a number of considerations, and this form addresses the most common ones: name of the property owner; name of the vending machine operator; the items which may be vended; the starting and ending date for the license; limits for required insurance coverage in numerals; Options are provided for rental payments and payments of utilities and installation costs SECTION 3-61 BULK SALES FORMS Yet another user request (thanks guys and gals)! A bulk sale requires many different forms, and we provide a contract for a bulk sale, a notice of the sale and listing of creditors form. The following information is required for the contract: The name of the seller and the buyer; a description of the goods; the purchase price and amount of deposit, if any; date for the payment of the deposit; date for payment of the balance of the purchase price; date and place for delivery of goods; the number of days before closing for notice to be mailed; whether or not there are liens to be assumed; who will assume the risk of loss; and whether or not there were brokers involved. The following information is required for the notice: The names of the sellers and buyers; addresses of both parties; if the seller had a different place of business or used a different name, this data; the description of the goods to be sold. If the debts will not be paid, the following information is required: the total estimated debt of the seller; the street address where list of creditors is located; whether the transfer is made to pay existing debts; whether the transfer is made for new consideration; which creditors will be paid (if known) and where claims are to be sent. SECTION 3-62 POWER OF ATTORNEY FORMS SIMPLE POWER OF ATTORNEY This form prepares multiple types of powers of attorney, including those for banking, real estate deeds, obtaining/reviewing educational records, IRS authority and other authority that you describe. The form allows you to prepare any variation of the above, that is, you can prepare a power of attorney with some or all of the powers described. A power of attorney can be revoked at any time. This form prepares a standard power of attorney. Under the law this type of power is automatically revoked by the incapacity of the principal. A "durable power of attorney" continues in effect even when the principal is disabled; or can come into effect only if the principal becomes disabled. In adding powers that you write yourself be very careful to severely limit the language. In particular put an amount limit. Information required: Name, city/state of residence of the principal; name, city/state of residence of the attorney; The following powers are provided: banking (name of bank, city and state where the bank is located); real estate (description of the property); educational records power (name of school, college, and city/state where the college is located) For all powers the beginning and ending date of the power. DURABLE POWER OF ATTORNEY A durable power of attorney is one which continues in effect despite the incompetency of the principal. The following information is required: The name of the principal (person giving power) and attorney together with the addresses of each; whether each of the powers will be provided: banking; deed or real estate conveyance; obtaining or reviewing educational records; IRS authority; a catch all for other powers; the beginning and ending date of the power of attorney. REVOCATION OF POWER OF ATTORNEY This form is used to revoke a power of attorney, either temporarily or permanently. The following information is required: the name of the principal and the attorney whether the power of attorney is revoked permanently or temporarily; the effective date of the revocation. SECTION 3-63 REAL ESTATE FORMS OFFER TO PURCHASE REAL ESTATE This is a very complicated form. Anyone who has been in the real estate business for any period of time will recommend that all parties in real estate deals, whatever size, have legal counsel. So do we. The real estate offer form is used by a buyer (and real estate agent) to make an offer to an owner. Here we go with the needed information: Seller's name, address; gross purchase price; legal description of the property; expiration date of the offer. Will the purchase price be paid: in cash, with terms; If mortgages are to be assumed: the amounts and mortgage holders; If the seller is to grant a new mortgage as part of the purchase price: the principal amount, rate of interest and payment terms; If the buyer will need to obtain a new mortgage, the amounts, the term of the mortgage in months, the maximum allowable rate of interest on the new mortgage, the maximum number of points to be paid by the buyer, the maximum application fee to be paid by the buyer; If there are buildings on the property; The number of days between acceptance and closing (minimum and maximum), number of days to provide title insurance by the owner; Closing costs to be paid by each party; if the parties used a realtor, the name of the realtor. This form conforms to practice in most of the east coast of the United States. REAL ESTATE BROKERAGE EXCLUSIVE LISTING This form is for the EXCLUSIVE listing of real estate with a brokerage. Information required: The name of the owner of the property; the broker; the legal description of the property; the number of days of the listing; the minimum sales price; the financing that the owner will provide; the amount of the commission; the right of the broker to place a sign on the property COMMERCIAL PROPERTY LEASE This form is used for a lease of a space in an office building. The general options are for a month to month lease or for a fixed term lease. Why don't we have a rent escalation clause in the month to month lease? As far as the month to month goes, it is irrelevant. Since the lease can be canceled on 30 days notice if you need an increase in the rent, just let the tenant know. Here we go with the needed data: Name of the landlord; street address of the landlord; name of the tenant; street address of leased premises; approximate square footage of the premises rented; beginning and ending date of the lease; who has responsibility for upkeep of the premises (generally the landlord will have responsibility for the structural part of the building in any event like the roof and walls- the choice here relates to the interior stuff) NOTICE TO QUIT OR TO PAY RENT Under the practice of just about every state, prior to eviction of a tenant, a formal notice demanding that rent be paid is required. This form fits that bill perfectly. If this form is sent by someone other than the landlord, the federal regulations regarding debt collection require collection disclaimers. We provide this as an option in the event that the notice is sent by a manager of the property. The following information is required: The street address of the tenant; a description of the rented premises; the amount of rent due; and the number of days allowed to cure the deficiency; date when the premises must be vacated if the rental isn't paid; and an option is provided for the FTC notice (whenever a third party prepares the notice). MORTGAGE BROKERAGE AGREEMENT This is the basic frame work of an agreement between a mortgage broker and a client. It provides for both exclusive and non-exclusive agreements. In many states, mortgage or loan brokering is unregulated. We do not have any state specific information since in the states that have regulations (which change!! often!!) its unwise to "hard code" anything. The following information is required: The minimum/maximum amount of the loan; the maximum interest rate (described under Regulation Z, of the Truth in Lending Act as an APR); terms which would include points; guarantees if any; number of days for the term; per cent of the brokers commission; and maximum charges for out of pocket expenses for the client. SECTION 3-64 DEEDS: ************************************************************** YOUR ATTENTION PLEASE Some states do not have deed forms, so these omissions are intentional. Deed forms are only provided if the proper form is provided or set by state law. In other states, the acceptable form requires legal advice. ************************************************************** Deeds will require an accurate legal description of the property, and the names and addresses of the parties. BE SURE TO READ THE VERY BRIEF REAL ESTATE CLOSINGS TUTORIAL FIRST. IN ADDITION, THE ON LINE DICTIONARY HAS SHORT DEFINITIONS FOR THE TYPES OF DEEDS. THE TUTORIAL MENU ALSO HAS A TUTORIAL ON TYPES OF DEEDS. SECTION 3-65 LIVING WILL FORMS: Before preparing these forms, be sure to review that state's Living Will Summary from the tutorials menu. If the state isn't listed then review the "generic tutorial." NOTE: The failure to list a state means that it does not as yet have a living will law, and does not indicate an omission. SECTION 3-66 LIMITED PARTNERSHIP FORMS: We provide a complete suite of limited partnership forms. Because of their complexity, we have a bare bones agreement, and then a series of addenda for the same. The following information is required: LIMITED PARTNERSHIP AGREEMENT, GENERAL FORM Information required: Names of partners and general partners; name of limited partnership; state where formed; if limited partners are fully paid in their contributions; percentage of ownership of general and limited partners If limited partners are not fully paid in their contributions, it is necessary to determine the maximum percentage of the additional contribution required (for example, 50% would mean that a limited partner who had put in $ 1,000 would be liable for another $ 500 if called). ADDITIONAL TERM, ESCROW AGENT, LIMITED PARTNERSHIP This additional term for a limited partnership agreement is used to allow the collection of capital contributions, holding them in escrow, until a set amount of money is reached, when it is distributed to the partnership. This is typically used when a partnership requires a definite amount of money to accomplish is goals, but wants to hold on to lesser sums until the amount needed to begin business has been collected. The following information is required: Name of the LIMITED PARTNERSHIP; date of execution of the partnership agreement and names of parties to it; name of the ESCROW AGENT; the minimum break escrow amount and the maximum number of days for funds to be held ADDITIONAL TERM, CAPITAL CONTRIBUTIONS, LIMITED PARTNERSHIP This form provides a comprehensive series of provisions regarding the payment of capital contributions. Many options are provided: capital contributions may be paid by cash only, in installments, and in part by notes (suggested options are provided for payments in notes in installments); and option is also provided for partners to be required to make additional capital contributions, and a maximum percentage of the original contribution must be specified. The information required is the name of the partnership and the date of partnership agreement. Decisions regarding each of the options are also required. ADDITIONAL TERM, RESERVES, LIMITED PARTNERSHIP: Some partnerships may raise more money than absolutely necessary to operate (good for them!) or may specifically want to reserve money to accomplish certain stated objectives. This form provides the needed clauses for various types of reserves. The following information is required: the name of the limited partnership; Options are provided for reserves out of initial capital, out of operating profits, or both, as well as clauses related to the use and invasion of the reserve. ADDITIONAL TERM, DEVOTION OF TIME, LIMITED PARTNERSHIP: General partners may agree to devote full or part time to the limited partnership. A large general partnership may have some full time and some part time partners. The status of each partner is often set out specifically in the limited partnership agreement. The following information is required: the names of the limited partners, general partners, and the partnership and the names of the full time general partners and the part time general partners ADDITIONAL TERM, INDEMNITY, LIMITED PARTNERSHIP Individual general partners are required to place their personal assets at risk. However, it is customary in limited partnerships for the general partners to be indemnified for legal liability to third parties by the partnership assets. This form is the standard type of clause for an indemnity. The names of the general partners and the partnership are required. ADDITIONAL TERM, LIMITED OPPORTUNITY, LIMITED PARTNERSHIP: The "corporate opportunity doctrine" requires that general partners of a limited partnership offer to the partnership any business opportunity that is related to the area of business that the partnership is in. Developed by courts many decades ago this concept continues to have great vitality despite the fact that it has no realistic place in today'S entrepreneurial economy. Therefore, this form does not obligate general partners to clear related business ventures first through the partnership. ADDITIONAL TERM, CONFLICTS, LIMITED PARTNERSHIP: It isn't unusual for general partners to have "conflicts" of interest with the partnership by providing loans to the partnership, or by billing for legal/accounting services. This form provides both disclosure of the conflict of interest and provides for a waiver of the same. The name of the partnership; names of the limited partners; the names of the general partners; details concerning potential conflicts of interest ADDITIONAL TERM, POWER OF ATTORNEY, LIMITED PARTNERSHIP: In many instances, particularly when there are many limited partners, it is cumbersome for the partners themselves to sign partnership documents. Therefore, it is usual to obtain from limited partners a power of attorney for signature of official documents other than the original partnership agreement. The following information is required: the name of the limited partnership, the state and county where the limited power of attorney is executed, the name of the limited partner giving the power of attorney and the attorney appointed. DESIGNATION OF TAX MATTERS PARTNER: The Internal Revenue Service has required that in larger limited partnerships, one general partner be appointed as the "tax matters partner." This form designates the tax matters partner. The following information is required: The name of the limited partnership, and the state and county where executed, the location of the partnership's principal office as well as the name of the tax matters partner. SECTION 3-67 AUTOMOBILE MILEAGE DISCLOSURE STATEMENT Under federal government regulations, the mileage of a vehicle must be disclosed upon its transfer. This form complies with the federal regulations for disclosure. The following information is required: Names of buyer and seller; mileage; vehicle make, model, VIN. 3-1 INFORMATION REQUIRED TO CREATE DOCUMENTS 3-2 General Forms 3-3 Advertising purchase order 3-4 Assignment of promissory note 3-5 Bailment 3-6 Bankruptcy proof of claim 3-7 Bill of sale for used goods 3-8 Collection agency agreement 3-9 Commercial equipment lease 3-10 Commercial equipment lease, acceptance/inspection 3-11 Consignment sales agreement 3-12 Corporate resolution to open bank account 3-13 Corporation Meeting Minutes-- annual, small corporation 3-14 Corporate Meeting Minutes-- Changing officers 3-15 Corporation Meeting-- Waiver of Notice 3-16 Corporate Shares-- Proxy to Vote Shares 3-17 Credit Application 3-18 Designation of guardian for minor children 3-19 Employment agreement-- Technical/Managerial Employee 3-20 Employment- Lending of employee 3-21 Employment application-- Release of Information 3-22 Factoring Agreement 3-23 General Partnership Agreement (Simple, under $ 30,000) 3-24 General Partnership, larger capitalization 3-25 Guarantee agreements 3-26 Hunting/Fishing/Sportsman's License 3-27 Independent Contractor's Agreement 3-28 Insurance Claim Forms 3-29 Insurance Subrogation Agreement 3-30 Internal Revenue Service- Power of attorney 3-31 Lottery pool 3-32 Manufacturer-distributor agreement 3-33 Mutual release 3-34 Non disclosure agreements 3-35 Non-marriage, "living together agreement" 3-36 Patent assignment 3-37 Permission for child to go on group trip 3-x8 Pre-divorce agreement 3-39 Pre-marital agreement 3-49 Pledge of life insurance for debt 3-41 Purchase order 3-42 Request for statement of account, secured loan 3-43 Retail store, lease of department 3-44 Retainer with accountant 3-45 Retainer with attorney, hourly rate 3-46 Revocation of acceptance 3-47 Right of Rescission Notice 3-48 Security Agreement 3-49 Shareholder's Agreement 3-50 Statement of account request 3-51 Stock Option- Non-tax shelter 3-52 Stock pledge agreement 3-53 Stock purchase agreement 3-54 Stock Subscription Agreement 3-55 Transfer and Receipt- Uniform Gift's to Minor's Act 3-56 Unilateral Release of all claims 3-57 Unsecured Promissory Note 3-58 Unsecured Note, Payment limited to profits 3-59 Unsecured note, interest rate dependent on amount 3-60 Vending machine agreement 3-61 Bulk Sale Forms 3-62 Power of attorney forms 3-63 Real estate forms 3-64 Deed forms 3-65 Living Will Forms 3-66 Limited Partnership forms 3-67 Automobile mileage disclosure statement (federal law)