Tag: custom contract

  • Can You Afford to be an Entrepreneur?

    Money Unfolding by CreditCafe.com from Flickr (Creative Commons License)

    When I decided to launch this law firm, a good friend and fellow entrepreneur/lawyer warned me: “You’re going to need 6 months’ worth of money and 12 months’ worth of patience.” He was right. Fortunately, I had nearly 3 months from deciding to opening my practice until our first day in business, which gave me time to research and formulate my offerings and tap into community and professional resources to get my business off the ground.

    Other entrepreneurs aren’t that lucky. They may not have the time and/or money to consult counsel prior to launching a new venture. Even on a condensed time frame or on a shoestring budget, your legal needs should be part of the discussion and plan.

    Full-Time Venture Needs Financial Backing
    If you want your new venture to be your full-time job, you need to be prepared for the potential financial strain that comes with that undertaking if you don’t have a spouse or other income supporting you in the meantime. You may have the gift of time, but you can only operate your business as long as you have income or savings to cover your bills. I don’t recommend jumping into a new venture without some type of financial safety net.

    For entrepreneurs starting with a side hustle, you have the opposite issue. Your regular job can pay your bills while you develop your business, but it limits how many hours you can work. And depending on your circumstances, you job may not provide much money to put towards your business after paying your bills.

    Make the Business Fund Itself
    While every business needs some seed money to get started, make your business fund itself. When you decide to start a business, make a list of all the services, equipment, and supplies you think your company needs. Then step back and categorize each item as “Must Have” or “Nice To Have.” Ask a trusted colleague or friend to review your list and challenge you on what you need.

    Many businesses don’t need much to get started. When I started this firm, I only needed an LLC, client contract templates, computer, scanner/printer, website, email address, phone number, and business cards. I gave myself a limited budget for supplies, bar dues, and to pay for my LLC and my accountant, and after that, I didn’t buy anything for the business until the business could afford it. (Even if my personal account could afford it, I made myself wait until the business could afford it.) It forced me to be scrappy, creative, and thoughtful about how I spend my money. It’s something I recommend to other entrepreneurs, including seeking out low-cost and free options when appropriate.

    Prioritize
    I regularly receive emails from people who need help with the legal side of starting a business, and some of them claim that they can’t afford an hour of legal services. Sometimes I wonder if these entrepreneurs didn’t do any research into the expected costs of a consult, contract, or trademark when creating their business budget. (When people can’t afford my firm, I’m happy to provide referrals to other options and/or tell them what things they can do themselves – like filing an LLC with the Arizona Corporation Commission. The forms and instructions are online.)

    A fellow entrepreneur suggested that these potential clients don’t see value in paying for quality legal services. That sounds plausible. Many new entrepreneurs are focused on their expected success that they don’t want to ponder the what-if scenarios. In many ways, quality contracts and other legal services protect you when things go wrong. You often don’t need to rely on them when things go right.

    My recommendation for all new entrepreneurs is to meet with a business accountant and a lawyer to make sure you’re starting out on the right foot, and that you understand the legal implications of your venture. If you have questions about business needs, you can contact me directly or connect with me on Twitter, Facebook, YouTube, or LinkedIn. You can also get access to more exclusive content that is available only to people on my mailing list, by subscribing here.

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    Ruth Carter

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  • Avoid Litigation: Contracts and Timing

    Water wheel close-up by Edward Webb from Flickr (Creative Commons License)

    The most efficient way I’ve seen to avoid problems in a business contract situation is to set up the relationship between the parties in such a way that each side is forced to perform to get what they want from the other side. Just like a water wheel feeds the machine that keeps the wheel turning, the parties should be compelled to give the other side what they need.

    Contract = Relationship Management Document
    A contract is a merely a document that outlines a relationship between parties – what each side must do, and what they get in return. Every contract should have a dispute resolution provision that outlines how the parties will resolve problems if they occur. In a perfect world, the parties will never need to resort to this clause.

    While a good contract will have a thoughtful dispute resolution clause, a great contract will structure the parties’ relationship in such a way that neither side can fathom breaching it.

    Structure the Relationship to Feed Everyone’s Needs
    When I begin work on a new contract, I ask my client to paint me a word picture of the people involved and the relationship between them. I try to understand not only what each side is giving and getting, but also their motivations.

    One of the obvious potential problems in a contract relationship is that one side will perform their part to the benefit of the other, and the other side doesn’t reciprocate as required in the agreement. This may be situation where one side takes your money and runs, or conversely, you do work for your client and they don’t pay you after they’ve received your work product.

    The best way to avoid this situation is to set up the work flow so that each side doesn’t get what they want until the other side has done what they promised to do. For many entrepreneurs who are professional creatives, I recommend that they write their contracts to state that the client won’t receive the final product until their bill has been paid. Likewise, for photographers, I recommend that the contract state that the client won’t see the proofs until they’ve paid for their shoot in full.

    Please Pay Here by Steven Depolo from Flickr (Creative Commons License)

    Real Life Example
    I recently worked with a graphic designer who is a smart entrepreneur with a brilliant contract. I’m creating my first online course and hired her to create the logo. Per our contract, I paid 50% up front and she got to work. She designed me a brilliant logo that fits the course and my personality. She said she’d send the final files when she received the balance.

    That email came at the beginning of a week when I wasn’t home where the company checkbook lives. I told her this and she said she didn’t mind waiting until I could send payment. (Did I mention she’s a friend?) I was happy she held her boundaries to make sure she got paid before she sent the final work product. It’s not that I wouldn’t have paid her, but it was the right thing to do as a business owner.

    If you choose not to write your contract with these provisions, you may be in a situation where you have go after the other side for payment or performance, possibly hiring a lawyer to write a demand letter, or taking the other side to court. If it’s a relatively low-dollar amount, you may end up in small claims court where you may get a judgment in your favor, but you still need to collect and the amount of time and energy involved to go through the process may make you question whether it was worth it.

    This is why a good business lawyer is an investment for your business. They can see the potential pitfalls in your business and help you avoid them and advocate for your rights when necessary. If you need help with writing a contract that fits the needs of your business, you can contact me directly or a social media lawyer in your community. I post about these issues on Twitter, Facebook, YouTube, and LinkedIn. You can also get access to more exclusive content that is available only to people on my mailing list, by subscribing here.

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    Ruth Carter

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  • Joy of Customized Partnership Agreements

    Dúo by Hernán Piñera from Flickr (Creative Commons License)

    A contract is a “relationship management document.” A well-written contract should put everyone involved on the same page and protect both sides. A contract should provide clear explanations to help the parties avoid confusion and prevent problems. It’s an effective way to document the priorities and goals in the relationship.

    You can put anything you want in your contract as long as it’s legal. (I’ve written a legitimate contract where one party had to attest that they are “a sexy bitch.”)

    The Roommate Agreement: The Epitome of Customized Agreements
    One of my favorite contracts is the Roommate Agreement between Sheldon and Leonard on The Big Bang Theory. It’s a perfect example of how contracts can be customized (and how important it is to define words in your contracts.) Here are some of my favorite provisions of the Sheldon-Leonard Roommate Agreement:

    • Once a day, Sheldon must ask Leonard how he is (even though Sheldon doesn’t care).
    • No “hootennanies”, sing-alongs, raucous laughter, clinking of glasses, celebratory gunfire, or barbershop quartets after 10.p.m.
    • If one friend gets super powers, he will name the other one as his sidekick.
    • If one friend gets invited to go swimming at Bill Gates’ house, he will take the other friend to accompany him.
    • Once a year, Leonard and Sheldon take one day to celebrate the contributions Leonard gives to Sheldon’s life, both real and imaginary.
    • One friend has to put up with the other’s craziness. (Yes, we know: Sheldon’s not crazy. His mother had him tested.)

    I love this contract. Not only is it hilarious, it shows what a contract can be.

    My Partnership Agreement
    If I owned a business with a partner, we would have the best owner’s agreement. Besides the provisions about how we were going to resolve deadlocked votes when a unanimous decision is required and the division of administrative tasks, we’d customize our contract based on our personalities and priorities. Here are some provisions I’d advocate for:

    • We won’t use vendors who are known to be sexist, homophobic, racist, or who treat their workers poorly.
    • No jerks. This applies to vendors and customers who want to hire us.
    • Our office will always be dog-friendly.
    • If we’re driving somewhere together, Ruth doesn’t have to drive.
    • There is only one way to say “data” correctly in Ruth’s presence.
    • If you’re sick and contagious, stay home. Keep your germs to yourself.
    • Neither owner is allowed to do their own taxes. Let the professionals do them.
    • We will have a monthly meeting to discuss the state and future plans for the company. If either owner is 10 minutes late or more, they have to buy the other lunch.

    When I write partnership agreements, operating agreements, and bylaws for companies, I have a set of questions I make my clients answer to assist me in drafting a contract that fits their needs. One of the questions is “What else do you want me to include?” and I encourage my clients to be thoughtful and creative, based on their needs and their goals for their business.

    If you’re interested in getting a custom contract, you can contact me directly or a business lawyer in your community. I regularly post about legal issues impacting entrepreneurs on Twitter, Facebook, YouTube, and LinkedIn. You can also get access to more exclusive content that is available only to people on my mailing list, by subscribing here.

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    Ruth Carter

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  • Time is Scarcest Commodity of Entrepreneurship

    Shadow by Martin Lopatka from Flickr (Creative Commons License)

    Being an entrepreneur is one the most challenging and rewarding things I’ve done in my life. I have almost total autonomy over the type of work I do, and I get to hand-pick my clients. I get to write books, speak at conferences all over the world, and develop new products. Although my work allows me to be involved in creative projects, the one thing I can’t create is more time.

    As an entrepreneur, I feel like I’m constantly running against the clock. There are only so many hours in the day, and every time I accept an invitation to an event or take on a new project, there are other opportunities I have to decline. I’ve also learned that I have to allow enough time to do basic things like rest; otherwise, I’ll get overwhelmed, short circuit my system, and crash-and-burn where I’ll need several days to recoup.

    The older I get and the more complex my projects get, the more selfish I’ve become with my time. I’m grateful to have a receptionist who screens my calls and makes people contact me via email to set up appointments. The reason for this is simple: when it’s your turn, you’ll get my undivided attention; when it’s not your turn, you don’t get to distract me from my work. Every distraction is a potential delay. So, the fewer distractions, the more I can get done, and the more people I can help in the long run.

    One of the biggest frustrations I have to deal with is people who waste my time, especially when I’ve set aside time for them, or worse, arranged my entire day around the expectation that they would meet a deadline or arrive for an appointment. I often run a “tight ship” when it comes to my schedule, so a delay can throw off the rest of the day. I’ll have to rearrange my calendar – and often not just for that day – and if I get angry on top of it, that can be really hard to shake off.

    I had such an experience recently – a contractor working on my condo was more than an hour late for our appointment. He was supposed to arrive between 8:30 A.M. and 9:30 A.M. – and he didn’t show up until 10:30 A.M., and he didn’t call. While I waited for him, I channeled my frustrated energy into drafting a contract template where the parties agree to respect the other’s time and the penalty for wasting my time is paying me (at my hourly rate) for the time they wasted. (Yes, I had another lawyer put a set of eyeballs on this contract to verify it was legally sound. He said he was going to steal it to use in his life.)

    This is a contract I want to use with all service providers moving forward. I wrote it to put everyone on the same page from the beginning of the professional relationship, where both sides commit to being on time for the other person. They acknowledge that I’m an entrepreneur, and as such, when they waste my time, they interfere with my ability to make a living.

    This agreement is not as bitchy as it may sound on its face. I have to commit to following their policies for scheduling and rescheduling appointments too, and there are allowance for some delays – hitting every red light, etc. If it’s a situation where insurance is involved, it requires them to let me know two hours before my appointment time if there are any issues with getting the right approvals, so I’m in the loop, and perhaps it’s something a call from me can rectify.

    Besides augmenting my service contracts with this mutual agreement to respect the other’s time, I want to bring the Law of Two Feet back into my life with a vengeance. If my needs aren’t being met wherever I am, or in whatever I’m doing, I have permission to peace out and do something different. It’s been a while since I’ve walked out of a meeting, but it’s something I may have to start doing more often.

    One of the things I love about writing contracts is they can be customized for your needs (as long as the terms are legal). If you’re interested in getting a custom contract, you can contact me directly or a business lawyer in your community. I regularly post about legal issues impacting entrepreneurs on Twitter, Facebook, YouTube, and LinkedIn. You can also get access to more exclusive content that is available only to people on my mailing list, by subscribing here.

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    Ruth Carter

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