1000-Word Excerpt/Introduction

Introduction

Doing business is legally complicated. Business owners have to deal with a broad spectrum of legal issues from contracts and employment matters to leases, non-competes, Trademarks, Copyrights, shareholder agreements, buy/sells, licensing, Internet, collections and business disputes. There are many legal pitfalls.

Here are some examples of situations in which a business owner may need legal advice:

- I dont have anything in writing
- I am having some issues with my business partner
- This equipment is not performing as the vendor
represented
- I am concerned about getting paid
- I have an employee who isnt working out
- I want to protect my intellectual property
- I have a bunch of legal documents to sign and I dont
understand them
- The lawyer that handled my ___________ doesnt
seem to understand the deals that I am trying to put
together

This book is packed with information and useful advice from the trenches of first-hand experience.

In nutshell summaries, you learn strategies for:

1. Reducing Risk

a. Organization Structure
S-Corp, C-Corp, LLC - Whats right for your business?
b. Contracts
Put it in writing.
c. Insurance
Are you covered?

The primary benefit of incorporation is that in case of lawsuits, it separates your business and personal assets. However, if you do not conduct yourself as a corporation - using business assets for personal use, for example - the veil of incorporation may be pierced and the protection lost.

Insurance can be a cheap and effective way to protect your business and personal assets. Review your insurance coverage, check out the exclusions and make sure you have a workers compensation policy if you have employees.

A contract need only be as simple as an exchange of emails that summarize what you agree to do. A meeting of the minds, an agreement in principle, is the basis of a good contract. If there is a dispute, you will be much better off if you use mediation or arbitration rather than a lawsuit to settle it. By adding the following sentence to your agreement, you increase your chances of a quick resolution: In the event of a dispute, we agree to use friendly mediation to settle it.

2. Protecting Proprietary Rights
Protecting against Copycats

a. Take advantage of legal protections
* Patent
* Trade or Service Mark
* Domain Name
* Copyright
* Trade Secret

b. Implement Business Practices
* Identify and protect confidential & Trade Secret information
* Use Non-disclosure Agreements
* Use Non-compete Agreements
* Ensure ownership rights are clearly assigned

To protect your business against those who may appropriate your name, brand, image or business methods, you need to take advantage of legal protections and adopt smart business practices.

Legal protections include patent, trademark, service mark and copyright.

A patent grants the right to exclude others from using an invention or a unique business method or process.

A trademark is a logo, word, name, symbol or sound that distinguishes your organizations products from all others. A service mark distinguishes one organizations services from all others. Even if you register your trademark, this does not guarantee that another firm is not already using it. Search for federal trademarks at http://www.USPTO.gov. You can also register a trademark with your state. It is smart to register the domain (internet) name for your business before you invest in marketing materials and other initiatives.

A copyright protects original works of authorship. To get copyright information, go to http://www.loc.gov and click on Copyright Office. To enforce your copyright, you must be registered. If you dont want your documents copied, mark them Copyright (year and your name) All Rights Reserved.

Smart business practices include safeguarding your trade secrets (methods and processes of doing business), stamping important documents company confidential and having employees and independent contractors sign confidentiality, non-compete and non-solicitation agreements.

Good business practices include requiring your subcontractors to sign agreements that specify, work for hire and assign work product rights. This way, it is clear that you own the rights to their work product. It is also a good business practice to use non-disclosure agreements, when you are discussing your ideas with anyone capable of copying them.

3. Strategic Alliances
Business Relationships Signs of a Good/Bad Match
Business Divorce Breaking Up is Hard without an Agreement

Strategic alliances are collaborative business relationships, sometimes between former competitors, who seek to deliver a broader range of products or services. The best policy is to try out the working relationships before you commit to a joint venture. Work together on a couple of projects first before you form an alliance. Strategic alliances are easier to start than end. The general rule is that if you and your alliance partner cannot agree on how to spend money and make decisions, a formal agreement will not work.

4. Using the Internet
Internet Piracy Protect Your Work & Yourself
Email, Privacy, Electronic Contracting
Web Sites

The Internet is everywhere -- from basic email to sophisticated end-to-end supply chain management (that is, doing business with your customers and suppliers over the Internet).

The Internet presents the opportunity of doing business better, faster and cheaper. But business rules are unclear. Who has jurisdiction to settle a dispute? Who from the company is authorized to send emails that authorize changes in a contract or project?

The goal is to use the Internet for competitive advantage and reduce the downside risk that something can go wrong. In the uncertain legal environment, its important to stay mindful of the basic principles and take steps to reduce risk.

Whether by email or hardcopy, the basic principles of contract law require that terms be clear, and all parties have a chance to review before committing to terms. A letter of intent may be used a bare-bones agreement that is subject to a later more comprehensive and formal agreement.

Employee use of email is another important issue. Employee emails have been the smoking gun evidence of wrong doing in numerous lawsuits. Establishing an email policy and educating employees about appropriate use are reasonable steps to protect your business.

If a web site is a key component of your overall business, it is easy to assume that everything is OK. Web sites get stale and out of date. Laws and regulations change. If you havent updated your web site in the past 12 months, its time for a review.

In conclusion, the rules of business are changing. To survive, business owners need to prepare. To prosper, business owners need to anticipate the opportunities and problems and be proactive.

This book, and the Smart Fast approach, help to level the playing field so that smaller companies can compete effectively and avoid the legal pitfalls.

With this book on your desk, you dont have to go it alone. Youll have handy access to the learnings of many who have struggled with the same issues.