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joint venture or partnership contract? CA

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What is the name of your state? California

We are a business insurance agency and we are going into a business arrangement with an outsource company (third party claims administrator) where there will be no financial exchange, only cross selling our clients with this co. What type of contract would you suggest that would in the event that this company were sold, where our clients that we referred them would still remain ours and prevent the 'buyer' from soliciting them for their own business? (IE what if another broker purchased this entitiy) I appreciate your comments and suggestions - Sincerely, Nolaig


Senior Member
This is a tricky one. Essentially you are entering into a business deal with people you trust on a quid pro quo basis. If it works out, you've helped each other, and it didn't cost anyone anything to try. But you rightly fear what could happen if the people you trust are no longer there, or in control.

One way to do this is exchange lists with the data to be held in confidence and used for only a one time mailing, or a time limit use (such as for 6 months, or a change of ownership, whichever comes first). Then you do a new agreement for another 1 time mailing or 6 months, etc.

If that mailing results in a new relationship, and then the firm is bought by a bigger firm that really can cross-market" -- most firms simply are lousey at that -- you have to expect that's the risk. Similarly, they may fear you'll be bought by Marsh, BiSys or ADP, so this protects them too.


Senior Member
And be sure to include a litigation clause in ANY agreement, as this type of arrangement will most surely end up in litigation....
For example, you have NO idea of the ethics of the 'new owners' in the event that your 'promotion partner' is no longer around.... and the new owners simply decide to go back into the database and send out to YOUR list.

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