Business Contracts Attorney Indianapolis

Every business relationship is governed by a contract, whether written or implied. A well-drafted contract clarifies responsibilities, protects your interests, and prevents costly disputes. Griffith Xidias Law Group drafts and reviews business contracts in Indianapolis—operating agreements, partnership agreements, vendor/supplier agreements, employment agreements, covenants not to compete, and NDAs—ensuring your agreements are enforceable under Indiana law and truly reflect your intentions.

What Your Business Contracts Are Actually Doing

Most small business owners sign contracts without fully reading them. That’s understandable—contracts are dense and technical. But a contract unsigned or misunderstood is a crisis waiting to happen. Contracts answer the fundamental questions every business relationship requires: What is each party obligated to do? What happens if someone doesn’t perform? How do disputes get resolved? What happens if circumstances change?

A good contract protects you. A bad one exposes you. An absent one is worse—it leaves everything to interpretation and defaults to whoever has the bigger lawyer.

The Main Types of Business Contracts

Operating Agreements (LLCs)

The founding contract for your LLC. Defines member rights, profit distribution, management authority, voting thresholds, and what happens if a member leaves, dies, or gets divorced. Indiana law doesn’t require an operating agreement, but not having one is a critical mistake. Courts have pierced LLC liability protection partly because of missing operating agreements. Every LLC should have one.

Partnership Agreements

Governs partnerships (general or limited). Specifies partner roles, profit/loss splits, decision-making authority, buy-sell triggers, and dispute resolution. Without one, Indiana law defaults apply, which almost never match what partners actually want. One partner dispute without a written agreement can dissolve the business.

Vendor & Supplier Agreements

Contract with a vendor, supplier, or contractor. Define scope of work, payment terms, delivery/performance timeline, warranty, liability limits, and termination rights. Most vendors provide their own terms; don’t just sign them as-is. Have counsel review, negotiate protective amendments, and ensure your liability is appropriately limited.

Employment Agreements

Govern employment relationships. Specify compensation, benefits, roles, at-will employment status, confidentiality, non-solicitation of employees or customers, and grounds for termination. Particularly important if the employee has access to proprietary information, customer lists, or trade secrets. Must comply with Indiana wage and employment laws.

Covenants Not to Compete (Non-Competes)

Restrict an employee from competing with your business after leaving. Indiana law allows non-competes if they’re reasonable in scope, duration, and geography. A non-compete that’s too broad is unenforceable; one that’s too narrow doesn’t protect you. Indiana Code § 34-2-2-1 governs enforceability. Courts look skeptically at non-competes, so they must be narrowly tailored to protect legitimate business interests.

Non-Disclosure Agreements (NDAs) & Confidentiality Agreements

Protect proprietary information, trade secrets, business plans, customer lists, and pricing. Both parties agree to keep confidential information secret. NDAs are common when discussing potential deals, partnerships, or investments. Unilateral NDAs (you protect your information) are simpler; mutual NDAs (both parties protect each other’s information) are common in negotiations.

Buy-Sell Agreements

Govern what happens when an LLC or partnership member wants to sell, retire, or leave. Define valuation, purchase price, payment terms, funded by life insurance, and right of first refusal. Prevents unwanted partners and ensures smooth transitions. Often integrated with operating agreements.

Contract Review vs. Contract Drafting: Know the Difference

Contract review and contract drafting are different work:

Contract Review

Someone else drafted a contract (a vendor, landlord, or partner), and you want an attorney to review it before you sign. We read the contract, identify provisions that expose you to risk, recommend changes, and help you negotiate amendments. This protects you from signing away more than you realize. For example, one client was presented with a vendor contract containing an unlimited liability clause—any failure to deliver by the vendor meant you owed them unlimited damages. We added a liability cap. Another client reviewed an employment agreement and found a non-compete extending 5 years statewide—too broad to be enforceable, creating legal uncertainty. We narrowed it.

Contract Drafting

You’re creating a new contract. We draft it from scratch or modify a template to match your specific deal. Drafting lets us build in protections you might not think to ask for and use language that’s clearly enforceable under Indiana law. For example, if you’re hiring a key employee, we draft an employment agreement with confidentiality, non-solicitation, and non-compete provisions that are carefully tailored to be enforceable. If you’re entering a partnership, we draft an operating agreement that clarifies member authority, profit distribution, and buy-sell triggers—answering questions before they become disputes.

What Makes a Contract Enforceable Under Indiana Law

Indiana law is generally permissive about contracts—courts assume you know what you’re signing and enforce what you agree to. That said, a few requirements apply:

Offer and Acceptance: One party made an offer; the other accepted it clearly (not ambiguously).
Consideration: Each party gave something of value (not just one party giving and receiving nothing).
Mutual Intent: Both parties intended to be legally bound (not just exploring options casually).
Legality: The contract doesn’t ask anyone to do something illegal.
Clarity: Terms are clear enough that a court can enforce them (ambiguous contracts are construed against the drafter).

Special rules apply to non-competes (must be reasonable in scope, duration, and geography) and confidentiality agreements (must protect legitimate trade secrets or business information). Poorly drafted non-competes are frequently struck down as unenforceable overreach.

Common Contract Mistakes Indianapolis Businesses Make

Signing Without Reading You receive a vendor contract, skim it, and sign. Weeks later, you realize you agreed to unlimited liability or a termination clause that gives the vendor exit rights but gives you none. Have counsel review before you sign, especially on material agreements.
Using Templates Without Customization You download a partnership agreement template from the internet, fill in names, and sign. The template doesn’t address your specific situation—who decides if a new partner is admitted? What happens if a partner becomes incapacitated? How is profit split if one partner works more than the other? A template is a starting point, not a finished agreement.
Oral Agreements Without Written Confirmation You shake hands with a vendor on payment terms, scope of work, and delivery date. Months later, disputes erupt about what was actually agreed. Write it down. A simple email confirming terms, signed by both parties, is a binding contract in Indiana. Don’t rely on memory.
Non-Competes That Are Too Broad You draft a non-compete preventing an employee from working in “the same industry, anywhere in Indiana, for 5 years.” A court will likely strike this as overreach—too broad geographically and temporally. We help you draft non-competes that are reasonably tailored to protect legitimate business interests without being obviously overbroad.
Missing Dispute Resolution Procedures The contract says “disputes are governed by Indiana law” but doesn’t specify whether disputes go to mediation, arbitration, or court litigation. Be intentional: arbitration is faster and more private; litigation is formal but you have jury trial rights. Specify your preference.

How Griffith Xidias Works With Your Contracts

Whether you’re reviewing a contract someone else drafted or creating one from scratch, our approach is the same: understand what you’re actually agreeing to, identify risks, and negotiate protective amendments.

For contract review: We read the contract, highlight provisions that expose you to risk, explain what they mean in plain English, recommend changes, and help you negotiate. We also explain what you’re signing up for—sometimes the contract is fine; sometimes it’s a nonstarter.

For contract drafting: We start with your goals and the other party’s likely goals, then draft terms that protect you while remaining fair enough to hold up under scrutiny. For example, when drafting a vendor agreement, we specify scope of work, performance standards, payment terms, warranty, liability limits, insurance requirements, and termination rights. When drafting an operating agreement, we address member authority, profit distribution, buy-sell triggers, dispute resolution, and succession.

For all contracts, we ensure they’re enforceable under Indiana law and actually reflect what you intend to agree to.

Frequently Asked Questions

Should I have an attorney review contracts before signing?

Yes, especially if the contract is material (vendor agreement, employment agreement, partnership agreement, or anything involving liability, intellectual property, or non-compete terms). An hour of attorney review often saves thousands in disputes or unenforceable terms. A contract review is inexpensive insurance against bad deals.

Can I use a template for my operating agreement or partnership agreement?

Templates are a starting point but should not be your final document. Templates are one-size-fits-all and don’t address your specific situation—member roles, profit distribution, buy-sell triggers, or succession plans. Have an attorney customize a template to your situation, or draft from scratch. The investment pays for itself the first time it prevents a dispute.

Are oral agreements binding in Indiana?

Generally yes, if both parties agreed to material terms (offer, acceptance, consideration). However, proving the terms of an oral agreement is difficult. Written confirmation—even an email—is far stronger. For any material business deal, get it in writing and signed by both parties.

What makes a non-compete enforceable?

Indiana law allows non-competes if they’re reasonable in scope (what activities are restricted?), duration (how long?), and geography (what area?). A non-compete preventing an employee from working in “the same industry, anywhere in the U.S., for 10 years” is obviously overbroad and unenforceable. Courts scrutinize non-competes heavily. We draft them narrowly enough to be enforceable.

What’s the difference between a non-compete and a non-solicitation agreement?

A non-compete restricts the employee from competing with you (working for or owning a competing business). A non-solicitation restricts the employee from soliciting your customers or employees for a competing business. Non-solicits are generally easier to enforce because they’re less restrictive of the employee’s ability to work. Both are useful; combining them provides more protection.