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www.aspectlegal.com.au WORKING WITH ASPECT LEGAL specialist commercial legal services

Aspect Legal - Looking at your business from a different angle

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Aspect Legal is a boutique specialist commercial law firm based in Sydney, Australia, with a passion for business both big and small. At Aspect Legal we focus on providing real value for our client's legal spend through: - proactive, effective, results driven services - commercially sound and practical advice - client education, and - a transparent costing model Practice specialties include: • Commercial & Corporate Law • Business Acquisition and Divestment transactions • Contract Law (contract review, drafting, negotiation and advice in a wide variety of matters) • General Business and Deal Structuring • Intellectual Property and Trademarks (including advising on intellectual property protection, enforcement and licensing) • Procurement Law

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Page 1: Aspect Legal - Looking at your business from a different angle

www.aspectlegal.com.au

WORKING WITH ASPECT LEGAL

specialist commerciallegal services

Page 2: Aspect Legal - Looking at your business from a different angle

www.aspectlegal.com.au

At Aspect Legal, we provide specialist commercial legal services that are based on a true understanding of the commercial environment and drawing on decades of combined experience in this area. We are business lawyers, with real business experience. Our goal is to help you get your deal over the line with minimum fuss and optimum results.

Get Started Free ConsultationWe’ve seen many deals fall over or struggle because of a failure to involve lawyers or a failure to involve lawyers early enough – but we know that finding the right lawyer is not always easy. That’s why we offer all prospective clients a free, no obligation, initial consultation. Contact us to organise a free consultation. Email: [email protected] Phone: +61 02 8006 0830

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A bit about Aspect LegalAspect Legal provides comprehensive legal services to organisations of all sizes in local, state, national, and international matters. Our clients include emerging and middle-market businesses - from SMEs right through to national and multi-national organisations. We specialise in:

• Commercial & Corporate law• Contract law• Intellectual Property & Brand Protection• Business Sales & Acquisitions

Experience and QualityAs a boutique specialist law firm, we focus on the things that we are good at. We’ve done these types of transactions many times over, so we are well placed to give you relevant and commercial advice.

Commercial focusOur services are highly focused on resolutions that are price effective and practical. We understand the variety of potential risks in commercial transactions, and we work to proactively manage those areas to ensure the highest likelihood of a great outcome for you.

Highly responsive servicesWe’re available whenever you need us – you can con-tact us by email, fax, phone, Skype or old-fashioned face-to-face meetings.

Team playersWherever required we proactively work closely with your accountants and other advisers, so your profes-sional advisers are singing from the same hymnbook.

Value for moneyAs a smaller firm, you can be assured that your matter won’t be “funneled” down to a junior then back up to a partner before it gets back to you - which adds extra cost to you! We provide experience equivalent to a top tier law firm (in fact, our lawyers come from top tier law firm backgrounds), but without the top tier price.

CommunicationWe know that there’s nothing worse than engaging a professional who then disappears into the ether. We like to keep you informed of what’s been done, what we are currently doing, what you need to be doing, and when we all need to do things by.

Extremely quick turn around timesWe are renowned for the quick turn around times that we are able to provide, generally aiming at being able to review and advise on documents within 48 hours of receipt. We are, however, highly competitive and we’re always challenging ourselves to beat that time frame!

We truly careAs business owners ourselves, we deeply care about the results for you. We will do everything possible to get the best possible outcome.

Here’s why we’re different to other law firms

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About our servicesGeneral Commercial

We understand that sometimes the best “legal” answer is not the best “commercial” answer, so we work closely with you to ensure that our advice is relevant, practical and realistic – to support you in getting the deal across the line so you can get on with doing what you do best: running your business. Our commercial services are focussed on finding proactive and innovative ways to protect and grow your business. We provide drafting, negotiation and advice in a wide range of areas including:

• Business contracts, contractual obligations and disputes

• Joint venture relationships• Business set-ups• Business and share sales/purchases• Asset protection• Due diligence investigations• Corporate structures and re-structures• Trade practices matters• Compliance• Debt recovery• Employment law• Tenders

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Brand Protection

Your brand is one of the most valuable assets of your business. You intend to put your heart and soul into building your business – or you’ve already put in the hard work to build up your business – so you need to ensure that your brand is protected appropriately. We specialise in advising on brand protection, commercialisation of trademarks (for companies and individuals) based anywhere in the world and working with you to assist in making your trademarks work for you. The types of services we provide include:

• trademark registration and renewals in Australia and overseas• advising on your legal rights associated with your trademarks

or trade names • trademark searches to ensure the availability and registrability

of your proposed trademark • responding to examination reports and prosecuting trademark

applications to registration • conducting opposition and non-use proceedings • enforcing your registered trademark in cases of infringement • licensing, assignments and other commercial arrangements • effecting the acquisition and disposal of trademarks in

commercial transactions • business and company name advice and registration • providing domain name advice, registrations and transfers

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Business Sales and Acquisitions

At Aspect Legal, we provide specialist business sale and acquisition services that are based on a true understanding of the business sale and acquisition environment and drawing on our more than 25 years’ combined experience in this area. We are business lawyers, with real business experience. Our goal is to help you get your deal over the line with minimum fuss and optimum results.

Our services for sellers:

Preparing the business for a sale – We understand the importance of building your business up before a sale, to ensure that you can achieve the best possible outcome. We provide the following services to prepare your business for a sale:

• Independent review of your business’s legal strengths and weaknesses• Consultation regarding changes from a legal perspective that could enhance a purchaser’s confidence in your business, and thereby enhance your price!• Discuss structuring alternatives to minimise tax, protect your assets and efficiently distribute income.

Preparing documentation in readiness for a sale – We provide helpful project management tools such as checklists to help you understand the steps that will be involved in the sale, confidentiality agreements and draft sale agreements for potential purchasers, and we are experienced in drafting and advising on deal terms when a deal has been struck.

Drafting and negotiating the sale document – We will review and draft documentation to reflect your agreed deal with risks appropriately addressed.

Finalising the deal with a successful commercial outcome – We won’t rest until the matter is signed, completed and the cheque is in your hands.

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Our services for buyers:

Our unique knowledge enables us to assist you in fully understanding the business that you are looking to acquire, including the risks involved and the long-term viability. Some of the services we provide include: Legal audits and due diligence – to help you understand the business you are looking to buy, we will provide a thorough legal audit and due diligence of intellectual property, trade practices, industrial relations and property issues. We will identify any areas of exposure, and areas of potential hidden value that can be exploited.

Structuring advice – building and advising on the best business structure for the purchase.Assisting in the commercial deal – drafting and negotiating supporting documentation and providing relevant advice so that you achieve the most successful commercial outcome for you.

Assistance for building the business into the future – the end of a purchase means the beginning of a new chapter. We can help you to timetable strategies for protecting the business, commercialising relevant aspects of the business as it grows, and building in exit strategies for the future.

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Contracts

We are contract law specialists. We advise on a broad range of contract matters from contract management practices through to drafting and reviewing complex as well as day-to-day documents.

Whether it be devising the best terms of sale document, or advising on agreements with your suppliers or business partners, we provide a no-nonsense approach that focuses on the important elements in ensuring that risks are addressed and the intended outcomes are achieved.

Some examples of the types of agreements that we regularly draft and advise on are:

• Terms of trade, terms of sale, terms & conditions etc• Services Agreements• Supply Agreements• Shareholders Agreements• Share sale, asset sale, and business sale agreements• Tender documentation• Confidentiality agreements• Heads of Agreement, MOUs, Letters of Intent• Structure documentation• Licences - intellectual property, trademark, equipment, software etc• Management Agreements• Distribution Agreements (exclusive and non-exclusive)• Deeds of Assignment• Restraints• Deeds of Release

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Seminars

We understand that the best way for you to get the most out of your lawyers is for you to have a good foundation understanding of what you engage us to do: contracts. Through our sister business, Aspect Educate, we run a two-part contracts fundamentals for non-lawyers course:

• Cornerstone of contract law – This course covers the fundamentals of contract law, breaking complex concepts down into easy to understand step-by-step instructions to keep you and your organisation from getting into trouble.

• Advanced contract law – This course follows up with insightful information on what others have done wrong, and how you can make sure you don’t fall into the same traps for the unwary. Get to understand what remedies are available if something goes wrong, learn about using checklists and templates, and work through real examples.

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Feedback from our clients

Here are a few things our clients are saying about us:

“Dealing with you was an absolute pleasure for me and I found you to be very down to earth, a good listener and a good explainer. I felt you genuinely had my best interest at heart and I know I was represented by the best. I have absolutely no hesitation in recommending your services to others” - Owner – Recruitment and Consulting Business (following a multimillion dollar sale)

“I have been working with Aspect Legal for 3 years on both internal and client projects. They are an amazing team of efficiency and professionalism while being real and incredibly approachable. One of the largest benefits I have found is having the confidence to forward my clients on directly to the firm without having any hesitation that they will be looked after to the high standard they are used to receiving while working with our business. I could not recommend them more highly!” – Owner – marketing and design agency

“…Our many thanks from all at Supply Clusters for your very well constructed and incisive presentation. This area of business, which for so long has not been at the forefront within purchasing,

certainly generated a lot of discussion over the two days following your presentation.” - Supply Clusters of Australia

“Thanks for the rapid turnaround and great service you always provide” - Manager International Corporate Pharmaceutical

“This approach has given me some of the advantages of large businesses expert advice without the associated cost”

- Owner – SME

“Thank you for presenting your documentation yesterday. We really appreciate all the hard work that you have put into this given the tight timeframes we have been working to. They are bound to help us get the investment we need and the structures in place to allow [our] business to take off.” - Director and shareholder SME in growth phase Manufacturing and import

“Thank you for the terrific work on the legal documentation; it really helps us. Thanks again for the time, focus and support you are providing to our business.”

- Director and investor SME venture capitalist

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Our Lead Lawyers

Joanna Oakey is the director of Aspect Legal. Joanna is passionate about business, and about providing proactive and innovative services that support her clients in their many varied endeavours. She has wide experience working with a large and diverse portfolio of organizations in the area of contract law, procurement, commercial law, and intellectual property protection.

Joanna regularly conducts specialist legal training throughout Australia in areas relating to contract law, compliance and the Competition and Consumer Act (formerly the Trade Practices Act) – attended by hundreds of people including some of Australia’s largest companies and governmental organisations for example BHP, NSW Police, Railcorp, local councils, universities, Chevron, St Vincent De Paul, RSCPA.

She has also been retained as a specialist national expert speaker for organisations such as CIPS (Chartered Institute of Purchasing & Supply), Supply Clusters of Australia and IBM ( just to name a few) to speak about contract law, procurement law and compliance.

Drawing from key experiences in multiple jurisdictions, Joanna provides a range of proactive and commercially driven services to assist business owners and senior management in all facets of legal business risk.

Joanna oversees the conduct of all matters in which Aspect Legal is instructed to act.

Practice focus:

• Commercial & Corporate Law• Business Acquisition and Divestment transactions• Contract Law (contract review, drafting, negotiation and advice in a wide variety of matters)• General Business and Deal Structuring• Intellectual Property and Trademarks (including advising on intellectual property protection, enforcement and licensing)• Procurement Law (including end to end services in relation to tenders, services and supply contracts, contract management, etc.).

Joanna Oakey BMedia LLB (Hons)Director

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Grace Yi is a solicitor at Aspect Legal. She provides advice on trademark protection and general commercial issues and works on a wide variety of matters. Grace assists her clients by providing advice and preparing documents relating to trademark applications, general IP and trademark enforcement matters, and general commercial matters.

Practice focus:

• Trademarks and Intellectual Property• Commercial Law• Contract Law

Practice focus:

• Mergers and acquisitions• Business structuring

Governance• Commercial contracts• Government tenders and procurement• Intellectual property• Fundraising• Property sale and acquisi tions using

corporate vehicles• Commercial and retail leases• Employment

Elizabeth is an Executive Lawyer at Aspect Legal who comes from a background of private practice and in-house in top tier management consulting legal environments. She has been in practice for over 20 years and has advised small to medium enterprises as well as large corporates covering a broad spectrum of commercial legal issues. Elizabeth is pragmatic in her approach to resolving legal issues and consistently provides high quality commercial legal solutions for clients. Her experience as a senior in-house legal counsel at one of the world’s largest professional services organisations and post graduate studies in business management puts her in a unique position of having insight into challenges faced by large businesses and strategies that are effective for them. Elizabeth is technically strong and highly skilled in legal drafting. She is adept at analysing and presenting complex legal issues concisely and easily understood. Elizabeth also has the ability to efficiently turn around advices and contracts of the highest quality quickly.

Jayne is a Solicitor at Aspect Legal with a wide range of experience across a number of areas including commercial litigation and dispute resolution, employment law and general commercial matters.

She has extensive experience acting for both corporate clients (including many multinational and listed companies) and individuals in all aspects of litigation and has represented clients in the Supreme, District and Local Courts in NSW and Tribunals in NSW and interstate.

Jayne assists both employers and employees with the preparation and review of employment agreements, unfair dismissal claims and redundancies. She is also experienced in providing training for company management teams in areas such as employment law.

Jayne has additional experience in business sales and acquisitions, commercial property and leasing as well as contract law and will drafting.

Practice focus:

• Litigation & Dispute Resolution• Employment Law• Business sales and acquisitions • Commercial Property & Leasing• Commercial and Contract Law• Will drafting

Grace Yi B Sc/LLB Solicitor

Elizabeth LeeLLB, MBAExecutive Lawyer

Jayne QorrajBA (Eng. Lit) Dip Law (LPAB)Senior Lawyer