The Cost Of Keeping A Corporation On "Life Support" Cliff Ennico www.creators.com "My hairdresser is a psychologist in private practice and she is not incorporated. I keep telling her she has to be to protect herself in case she gets sued. She said someone told her it would cost her over $2,000 a year to do this. Do you know? What do you think?" Frankly, I think all hairdressers are psychologists. It's just that this one has a license . . . I'm a little surprised at the $2,000 quote for legal fees. It may well cost $1,000 to $2,000 to set up a corporation in most states, but once the corporation is set up the annual "carrying charges" aren't that much. Many states impose a "minimum tax" on corporations each year, but it's usually only in the $250 (Connecticut) to $800 (California) range. There's also a filing fee for an "annual report" you have to file with your state Secretary of State's office each year, but that's usually in the $50 to $100 range. What may be going on here is that an attorney quoted her an "annual retainer" of $2,000 to keep the corporation alive each year. Some attorneys do this, and it's not at all unethical. In fact, it may actually save your life if you're not disciplined enough to do the corporate paperwork yourself. When you form a corporation, there is certain paperwork that must be prepared on a regular basis each year. Fail to do the paperwork, and there's a risk that a judge may disregard your corporation - a procedure known as "piercing the corporate veil" - and allow a plaintiff to get at your personal assets if someone sues you. Paying an attorney an "annual retainer" guarantees that the necessary paperwork will be done correctly, and on time, so it will be there if you ever need your corporation to shield you against personal liability. The idea is that you pay an attorney $2,000 a year as a "flat fee", and he handles all of the corporate paperwork (other than tax returns, which your accountant does) you need to prepare each year. The services that are normally included in an "annual retainer" arrangement are: preparing resolutions of directors' and shareholders' meetings when your corporation needs to do something "outside of the ordinary course of business"; conducting the annual meetings of your directors and shareholders (generally required by law for corporations with more than one director or shareholder); overseeing elections of your corporation's directors and officers; preparing and filing the annual report to the Secretary of State; and acting as your corporation's "registered agent" (basically the designated recipient of litigation papers and other important documents that are legally "served" upon the corporation). The $2,000 would cover the attorney's time (i.e. you wouldn't pay by the hour for these services), but you still probably would be on the hook for the attorney's out-of-pocket expenses (known as "disbursements"), such as filing fees, postage, and overnight courier fees. The "annual retainer" also would not include fees for services other than routine corporate maintenance. So, for example, if you ask your attorney to negotiate a lease of office space for your corporation, or prepare an employment agreement with a senior executive, those services likely would not be included in the "annual retainer". A valuable service indeed, but still $2,000 sounds a bit high to me. If the hairdresser asks around, she should be able to find an attorney willing to perform these services for an annual fee of $1,000 or less, plus expenses. Unless, of course, the hairdresser/psychologist's office is located in a high-rent district, such as midtown Manhattan, in which case $2,000 is probably a bargain. One more thing: in most states, professionals (such as psychologists or lawyers) cannot limit liability for THEIR OWN professional malpractice by forming a corporation or limited liability company (LLC). If they have partners, they can limit their personal liability for THEIR PARTNERS' malpractice by forming a legal entity, but the corporation or LLC will not protect them against THEIR OWN malpractice. That's frankly why many "solo" professionals don't bother forming corporations or LLCs - they would rather spend the money on a drop-dead policy of professional liability (malpractice) insurance, in the hopes that a potential plaintiff will chase after the insurance policy and not try to seize the professional's personal assets. Cliff Ennico ( cennico@legalcareer.com ) is a syndicated columnist, author and host of the PBS television series 'Money Hunt'. His latest book is 'Small Business Survival Guide' (Adams Media, $12.95). This column is no substitute for legal, tax or financial advice, which can be furnished only by a qualified professional licensed in your state. To find out more about Cliff Ennico and other Creators Syndicate writers and cartoonists, visit our Web page at www.creators.com . COPYRIGHT 2007 CLIFFORD R. ENNICO. DISTRIBUTED BY CREATORS SYNDICATE, INC. Permission granted for use on DrLaura.com. More >>

The Little "Gremlins" That Are Killing E-Commerce (Part Two) Cliff Ennico www.creators.com You can forgive a small Mom and Pop business for not having its act together when it comes to e-commerce. But what if the company is a large one with a multimillion dollar budget, in fact a leader in the field of electronic publishing? That's when the little glitches in a company's Website really burn your breakfast. Being a lawyer, I always like to order new lawbooks in December, so I can deduct the purchase price on my tax return. Most lawyers do this, and the major lawbook publishers (there are only about three left standing after a wave of industry consolidation) offer special discounts and sales at year-end to encourage lawyers to buy that $2,000 treatise on federal trade regulation they've been dreaming about (I know, I know, it doesn't take much to get lawyers excited . . . ) And so last week I attempted to access my account on the Website of a leading lawbook publisher (I won't mention names, but they know who they are). I typed in my username and password, and . . . nothing happened. I tried it three times, and each time received a message saying "error - page cannot be displayed." I figured that maybe I had forgotten my password, so clicked on the "Forgot Password?" prompt. Within minutes I received an e-mail message with my password -- the same one I had typed in initially. Time to pick up the phone, and brave the company's automated customer service hotline ("automated customer service" is an oxymoron, like "jumbo shrimp" or "strong weakness"). After six levels of "make your selection" and a few minutes of horrible holiday music, a very nice Indian gentleman named "Al" picked up the phone. I explained my problem to him, and we spent the next several minutes reconfiguring my username and password. When nothing worked, Al put me on hold, saying he was going to discuss the problem with the company's "technical support" team. In other words, the company's customer service hotline in India had to call the company's technical support hotline (probably also based there) and had go through the same rigamarolle I did to get to a human being. After several minutes, Al got back on the line, apologized for the delay (I can't really knock Al - he was very nice, clearly doing his best, and seemed about as frustrated as I was that he couldn't solve the problem) and repeated to me what the company's technical support team told him -- that the automated "account access" system was down and wouldn't be back up again for the next two weeks. Two weeks! At the company's busiest time! I asked Al if he could take my order, but he apologized and said I would have to call the company's sales department. I thanked Al (sincerely) for his time, wished him a happy holiday (assuming there is a holiday in India that is observed this time of year), and hung up. And dialed up the Website of the company's leading competitor. And registered an account there (which I didn't have before). And bought a book that competes with the book I wanted to buy originally. Yes, I could have called the first company's sales hotline as Al recommended, but by this point I was pressed for time and frankly didn't have the patience to scroll through another "telephone tree" before reaching another human being. For those of you wishing to join the e-commerce parade, here are a few tips: Your customer is ordering online because it is fast and convenient - any aspect of your online ordering system that slows the customer down or throws roadblocks in her path will be viewed by the customer as a moral failing on your part; Make sure there is no system "down time" during peak periods of customer demand - if you must perform scheduled maintenance and upgrading of your system, do it at a slow time of year and beef up your "offline" customer support; If your system is down, be sure to explain that to the customer in simple English (i.e. no cryptic "error" messages) so the customer doesn't think (as I did) that he or she was doing something wrong; and If you provide "live" support for your Website, make sure your customer service reps know what's going on so they can perform "damage control" and prevent you from losing orders and customers. It all boils down to simple respect, folks. If you treat your customers with respect, and show that you value their time as much as you do your own, you will find they will put up with the occasional gremlin. If, however, you waste their time and give them the choice of blaming either themselves or you - tell me, which way do you think they're going to go? Cliff Ennico ( cennico@legalcareer.com ) is a syndicated columnist, author and host of the PBS television series 'Money Hunt'. His latest book is 'Small Business Survival Guide' (Adams Media, $12.95). This column is no substitute for legal, tax or financial advice, which can be furnished only by a qualified professional licensed in your state. To find out more about Cliff Ennico and other Creators Syndicate writers and cartoonists, visit our Web page at www.creators.com . COPYRIGHT 2007 CLIFFORD R. ENNICO. DISTRIBUTED BY CREATORS SYNDICATE, INC. Permission granted for use on DrLaura.com. More >>

Finding Balance and Meaning in a Nine-to-Five World By Mike Cook www.thrivebook.com I have actually heard people say that the way they are at work is "not really the way they are." I cannot think of a sadder declaration about the conditions of one's life than that. Work should not be a life sentence for suffering. The idea of work-life balance is an illusion we create. The reality is that we have only one life, about one third of which we spend earning a living. So, how do you want to live your life, in and out of work? That's the question everyone seeking happiness and a sense of balance should be asking. What are your conditions of satisfaction? What are your material aspirations? How much do you need to earn to meet them? How much are your time and skills worth? What kinds of people do you prefer to work with? What kind of work really turns you on, makes you sing? I encourage people who are grappling with these questions to see the workplace as an ideal setting for personal growth and transformation. This quest is what I call "walking around spirituality." It means treating your job as your life's work-behaving and interacting with clients, coworkers, and customers in such a way that you enrich yourself and all those who come in contact with you. Those among us who are the most fun and inspiring to work with are leading satisfying lives. They are not necessarily the highest paid or highest placed folks in the organization-that may not even be their prime motivation. We admire these people because they are true to themselves. They have found a balance, not between life and work, but between being and doing. They are being who they want to be, and doing what they want to do. Here are some simple guidelines that might very well help you find more meaning and balance in your work and life. Follow your calling. Some tasks are not worth doing. Unless you have a calling to the work, there is a high probability that it will not be done well. The people who feel happy and satisfied at work at those who are working well at something they consider important. Some of the time it will be interesting, some of the time it will be entertaining, and some of the time it will be boring and difficult. But even when it is boring or difficult, it should still feel important to you. Work in a state of awareness. Day-to-day life in the workplace can be dangerous because the opportunities to go to sleep, or operate on automatic, abound. Try to be fully aware of your behavior and decisions and what your life's mission and purpose are. Stay awake to each opportunity for self-growth and knowledge. Embrace interdependency and interconnection. One of the great paradoxes of life is that we are put here in separate compartments, and yet we are always part of something much greater than ourselves, something that we affect and something that affects us. Whatever we do or don't do has an impact on the lives of others-that is just the way it is. Therefore, we have a certain responsibility to each other, which is also true in the place we work. Take responsibility. Many people in today's world are not getting everything they need, either in life or in the workplace, and they are beginning to suspect that maybe this has something to do with them , not their circumstances. Take responsibility for your peace of mind, personal transformation, or attitude overhaul. The workplace is a perfect laboratory as you search for your own truth, for the obvious reason that you spend so much of your life there. Stay young. Staying young boils down to waking each morning with a sense that you still have places to go and things to do, and you are grateful for the opportunity to have a future. Make your life into a learning experience from beginning to end, and from nine to five. Meet life on its own terms and adopt a student's mind in doing so. Express gratitude. In many people's experience, the single most missing element in their day-today work lives is appreciation. Remind yourself, through the practice of saying thank you-that other people at work don't have to support you; their support is a gift. That they get paid is immaterial to the notion of your being grateful. Accept circumstances without judgment. See business realities for what they are and accept them without judgment, thus creating the condition for acting freely. You cannot control your circumstances, but you can choose your path. Have integrity. Be completely true to what you know is right and what you feel you must do, regardless of the immediate cost or sacrifice. Be honorable and behave decently in and out of work. If you sense the "something is just not right" in your work life, consider that what you may actually be sensing is a gap between your "being" and your "doing" that is causing you discomfort. How do you want to "be" in your job and in your life? In the workplace setting, the most satisfied and successful players are those who have found a way to integrate spiritual common sense (being) with exceptional workplace behavior and business performance (doing). Mike Cook is founding partner of Vitalwork, Inc. www.vitalwork.com , a leadership development firm that helps companies and employees compete in the outsourced economy. His new book is "Thrive: Standing on Your Own Two Feet in a Borderless World" (St. Lynn's Press). Permission granted for use on DrLaura.com More >>

The Little "Gremlins" That Are Killing E-Commerce (Part One) Cliff Ennico www.creators.com During this holiday shopping season, there is going to be a lot of ballyhoo in the press about how more people than ever are doing their holiday shopping online, and how the Internet is going to kill traditional "brick and mortar" retail. This is not going to be one of those articles. This was the year I decided to do all of my holiday shopping online. After all, when you're convinced that the Internet is the future of retail, shouldn't you put your money where your mouth is? Well, based on three experiences this past week, I must regretfully conclude that it's going to be a while before everyone does all of their shopping online. There are a lot of "gremlins" - some technical glitches, some the result of really bad customer service -- that will need to be worked out before online shopping becomes the instant, seamless, "real time" process that it's being touted to be. Case # 1: my Mom loves brass monkeys. Not the animal, the cocktail. For the unenlightened (or the merely sober), a "brass monkey" is a concoction of vodka, orange juice, and dark rum, with a little umbrella added for effect. Years ago Heublein included the brass monkey in their line of premixed, prebottled cocktails, but Mom has had trouble finding them lately as her local liquor stores are focusing more on wine and beer. So I went online looking for a case of brass monkeys to give Mom this Christmas (let it never be said that I'm not a dutiful son). After some searching (you would be amazed what pops up in the search results when you type in "brass monkey"), I came across an online liquor store in southern California that specializes in hard-to-find items, and lo! They had a listing for "Heublein Brass Monkey Cocktails". Now, since Club took over the Heublein brand a number of years back and now markets all of the former Heublein products under the Club name, the reference to Heublein should have given me a clue that this Website might not be 100% up to date. But no matter - the Website looked otherwise to be very professional, with a very efficient checkout and "shopping cart", and I was able to place my order for a case of brass monkeys in about 30 seconds. I did think it was a little odd that the site didn't ask me my age at any point, but I figured that anyone ordering a case of Polynesian cocktails from the 1950s probably didn't need to prove they were underage. Two days after placing my order, I received an e-mail confirmation of my purchase . . . with an AOL return address. Uh oh. Serious e-commerce operations do not use AOL as their Web server. Home based Mom and Pop businesses do. Then I read the confirmation, which was accurate but contained the following cryptic (and ungrammatical) statement at the end: "All submitted orders does NOT guarantee shipment [sic] and will go through our verification process first. Your payment information will only be charged after your information has been verified." What do they mean by "verification"? Does it mean checking me out to make sure I'm of legal drinking age? Great, but how do they do that with only my credit card information? How long will the verification take? And how long after that before the brass monkeys ship (I do need them by Christmas after all)? I sent this company an e-mail message asking for answers, and have done so each day since then, but haven't yet received a response. I tried calling the customer service telephone number that appears on their home page (not a toll free number), but the phone merely "rings off the hook" - there's no automated customer service, not even an answering machine. Not exactly the way to conduct your e-commerce business, folks. Marsha Collier ( www.coolebaytools.com ), a leading eBay expert and author of "Santa Shops on eBay" (John Wiley, $16.99) says that for an e-commerce Website to be taken seriously, "the customer should get an e-mail confirmation immediately upon placing the order, and shipment within 48 hours." Amen. Since this is clearly a Mom and Pop operation, I am willing to cut them a little slack and give them a little time to get their act together. What happens, though, when the culprit is an established company - in fact a leader in electronic publishing? More next week . . . Cliff Ennico ( cennico@legalcareer.com ) is a syndicated columnist, author and host of the PBS television series 'Money Hunt'. His latest book is 'Small Business Survival Guide' (Adams Media, $12.95). This column is no substitute for legal, tax or financial advice, which can be furnished only by a qualified professional licensed in your state. To find out more about Cliff Ennico and other Creators Syndicate writers and cartoonists, visit our Web page at www.creators.com . COPYRIGHT 2006 CLIFFORD R. ENNICO. DISTRIBUTED BY CREATORS SYNDICATE, INC. Permission granted for use on DrLaura.com. More >>

There's A Franchise For Just About Everything... Cliff Ennico www.creators.com The conventional wisdom says nobody is starting small businesses or buying franchises anymore because of the currently strong economy. Because people can now find "safe" jobs in corporate America, the conventional wisdom says, they're less likely to take the risk of starting a business from scratch, with no regular paycheck, no benefits, etc., etc. And, as is often the case, the conventional wisdom is wrong, wrong, wrong. I've been bouncing around the country attending and speaking at trade shows the past couple of weeks, including the annual Connecticut Franchise and Self-Employment Showcase sponsored by The Entrepreneur's Source ( www.theesource.com ), a franchise brokerage network that is itself a franchise. With 25 national franchises in attendance at the one-day event, and several hundred attendees from just about every New England state looking to learn more about franchises, I can assure you that franchising is still very much alive and kicking, thank you. Steve Lehman, the organizer of the yearly showcase and an Entrepreneur's Source counselor based in Fairfield, Connecticut ( slehman@optonline.net ), explained the record attendance: "The traditional career economy no longer exists. It's up to each individual to utilize their skills to position themselves to become self-sufficient and take control of their own destiny. If they don't do it, they'll end up working for someone that did." Lehman said that the demand for franchises from Baby Boomers age 45 and up -- who are nervous about being "left behind" in the shrinking world of large U.S. corporations but who are also nervous about starting a business from scratch without the "handholding" and support that franchises offer - is stronger than ever and continuing to grow. Thinking of starting a basic retail or service business? There probably is a franchise already doing it. If you think I'm kidding, consider the following actual franchises: Ageless Remedies ( www.agelessremedies.com ), a skincare and "apothecary" medspa franchise offering a variety of skin care treatments (warning: in many states you have to be a physician to buy one of these); AllOver Media ( www.allovermedia.com ) - help small businesses in your area with "nontraditional" advertising and promotional solutions (think gas pump and taxicab rooftop ads); Aussie Pet Mobile ( www.aussiepetmobile.com ) - you buy a truck and go to people's homes to groom their pets; Colorworks ( www.colorworksusa.com ) - fix the paint scratches on people's cars; 1867 Confederation Log Homes ( www.confederationloghomes.com ) - hey, this is how Abe Lincoln got started; Entrees Made Easy ( www.entreesmadeeasy.com ) - people come to you and tell you what they want for dinner the next several days - you cook the meals for them, and they heat the meals up at home; Expense Reduction Analysts ( www.expense-reduction.net ) - you help businesses cut their costs, and take a percentage of the cost reduction; Fibrenew ( www.fibrenew.com ) - repair leather, vinyl and plastic auto seats and home furnishings; Instant Imprints ( www.instantimprints.com ) - customize teeshirts, banners, signs and promotional tchotchkes for local businesses; Interface Financial ( www.interfacefinancial.com ) - you buy a small business' invoices at a discount and collect from the customers; Mad Science ( www.madscience.org ) - set up children's parties with science-oriented themes, games and fun projects; ProShred ( www.proshred.com ) - you go around to offices shredding their documents in the back of your truck (hmm . . . a lot of potential Government work here . . . ); Robeks ( www.robeks.com ) - a restaurant chain offering fruit smoothies, yogurt drinks and other "healthy fast food" products; Spanish Fun ( www.spanishfun.net ) - teach Spanish to preschoolers; Winfree Business Growth Advisors ( www.winfree.org ) - consulting and coaching services for small business owners and entrepreneurs (hey, wait a minute, that's what I do!). Even if you're NOT thinking about buying a franchise, it's a good idea to check out the franchises that are engaged in the business you are thinking of starting on your own. Sooner or later, as these franchises grow, they will be "in your face" and you will have to deal with them as competitors. If there's a franchise with a compelling business model doing the type of business you want to do, maybe it's a sign you should call them and offer to be their local franchisee before someone else does. Just be careful . . . a lot of franchises my clients are looking at right now are "early stage" and haven't thoroughly tested their business models yet. Cliff Ennico ( cennico@legalcareer.com ) is a syndicated columnist, author and host of the PBS television series 'Money Hunt'. His latest book is 'Small Business Survival Guide' (Adams Media, $12.95). This column is no substitute for legal, tax or financial advice, which can be furnished only by a qualified professional licensed in your state. To find out more about Cliff Ennico and other Creators Syndicate writers and cartoonists, visit our Web page at www.creators.com . COPYRIGHT 2006 CLIFFORD R. ENNICO. DISTRIBUTED BY CREATORS SYNDICATE, INC. Permission granted for use on DrLaura.com. More >>

ABCs for the Work at Home Mom - Part 1 By Jill Hart CWAHM.com Work-at-home moms face many different challenges. From learning to accept help when needed, to building confidence in ourselves, to remembering the reasons why we chose to work from home. Below is the first in a series of tips to help work-at-home moms in the simplest of ways - the ABC's. A = Adjustments. A work at home mom must expect the unexpected. She must be prepared to adjust her schedule at any given moment for any number of reasons - a sick child, a backed up drain, or an upset client. A mom who learns to welcome these moments as a chance to show love to her family and concern for her clients will be ahead of the game in the end. Approach these "interruptions" with a great attitude and see what a difference it makes. B = Better. Works at Home Moms have to be on top of their game. To run a business as well as manage a household takes determination and scheduling. You may not feel like you have a schedule, but take a look at your day/week and see how you are spending your time. Next, think about what you can do better, what you can delegate and what would be better off removed from your schedule to allow you to spend your time in a better manner. C = Confidence. You wouldn't be a work at home mom without it. Take time to celebrate each success no matter how minute it may seem. Each success will help grow your confidence and turn you into a savvier businesswoman. D = Dry - Don't let things dry up. Keep content fresh, offer new products and services whenever possible. This will keep you motivated and keep customer returning. E = Effort - Don't kid yourself. It takes a TON of effort to make a home-based business successful. Don't give up with thing get rough. Keep plugging away - it will pay off F = Feisty - Every work at home mom has to be at least a tad bit feisty. :) Stand up for your business when need be - don't be afraid to say no when necessary. G = Generosity - When I fist began my business I sought advice from many successful work-at-home moms. One of the best pieces of advice I received was that what I gave to others would come back tenfold. I've found that to be very true. Helping others is as much a blessing to me as it is to others. H = Help - There will come a time that you'll need help. You must be willing to accept it, to allow others to do for you what you cannot. In turn, try to be a help to other when they are in need. I = If - If you don't do it, who will? Mothering is such an important role that gets overlooked so often these days. Always remember that being there for your children is the BEST gift you can ever give them. J = "Just for you" - Take a little time to do something just for you each day. Even 5 minutes of doing something you enjoy can revive a tired mommy. K = Keep - Keep your chin up. It will get better. Don't let a lag in business growth get you down. Find some creative ways to get the ball rolling again. L = Laugh - Take time to laugh with you kids each day. And don't be afraid to laugh at yourself when need be. M = Mommy - Remember, the reason you do all that you do is for those little ones who call you "Mommy." Working from home can be difficult, but it is well worth the effort. By keeping things in perspective we can reduce the stress that we put on ourselves. Remember these ABC's and you'll go far in your work-at-home career. ABOUT THE AUTHOR: Jill Hart is the founder of Christian Work at Home Moms, CWAHM.com . Hart is also the co-author of the upcoming book, Home Based Blessings, due out in November 2006 for Christian moms who want to work at home. Hart and her husband, Allen of CWAHD.com (Christian Work at Home Dads) reside in Nebraska with their two children. Permission Granted for use on Dr.Laura.com More >>

Dallas "King Of Customer Service" Cliff Ennico www.creators.com Here's a pop quiz: who are your most important employees? You? Your senior managers? I humbly submit that your most important employees are those, regardless of rank, with whom your customers actually come into contact. You can talk all you want to about customer service and how important it is, but if your "front line" employees don't get it, neither will be your customers. I was in Dallas last week giving a presentation at the Dallas Convention Center. The center was only about four blocks away from my hotel, but they were long blocks, and between the 90-degree heat and a recent leg fracture that prevents me from walking long distances, I needed a cab to get back to the hotel after my presentation. I waited over 20 minutes, and couldn't get a cab to save my life. When one driver heard where I was going, he just took off, looking for a better fare. I was beginning to think about risking the long (for me) walk to the hotel when a member of the Convention Center's maintenance staff named Jerrold (according to his name tag) drove up in a beat-up old golf cart. "I see you're having trouble getting a cab. Where are you going?", he asked. I told him, and he said "get in, I'll take you there." I looked at the golf cart and said "in that thing? You can't drive this on a city street." Jerrold smiled at me with a mouth only half-full of teeth, and said "We don't need no roads. Hop in!" I did, and for the next 15 minutes we drove the four long blocks to my hotel . . . ON THE SIDEWALK . . . at about five miles an hour, fast enough that pedestrians had to jump out of our way. In a golf cart, there is nowhere to hide, but to make 100% sure we were seen by everyone in Dallas, Jerrold honked his horn and waved at every pedestrian he knew (Jerrold is a popular guy in downtown Dallas, and he had clearly done this before). As the golf cart lurched around lampposts and trees, sometimes missing them only by inches, I started a conversation with Jerrold: C:I really appreciate this, Jerrold. I know it's a short distance, but I've got a bum leg and I really can't walk it. J:It's my pleasure, sir. C:Don't call me 'sir'. The name's Cliff. J:I can't help that. It's how my Momma raised me. She taught me to treat everyone I meet with respect, no matter who they are. C:Your Mom is a very wise lady. People rarely treat others with respect anymore. J:Man, you know that! And it's a shame. You don't have to be in love with someone to treat them like they're somebody special. Because you never know. It's like one of those movies where you help somebody out, and he turns out to be an angel in disguise. You never know who that person is going to be. For all I know, you may be an angel!" C:(Laughing). It's not likely, Jerrold. I'm a lawyer. J:Yeah, but if you really WERE an angel, that would be a really good disguise, don't you think? You'd fool a lot of people with that one! C:You got a point there. So, Jerrold, tell me - how do I know YOU'RE not an angel? J:Oh, you can ask my boss or my Momma about that, sir . . . they'll tell you! C:Don't call me "sir". By this point we had reached the hotel. I offered Jerrold a $20 tip, which he declined. He dropped me off and, with a wave of his hand, drove the golf cart back up on the sidewalk and headed back to the Convention Center, parting the pedestrians like Moses parting the Red Sea . . . Memo to the Dallas Convention Center: you have a beautiful human being on your maintenance staff who knows more about customer service than most entrepreneurs do. His name is Jerrold, and he may or may not be an angel. Treat him with respect, because he deserves it, and also because if you don't he'll tell his Momma on you. And that's one lady I sure wouldn't want to mess with . . . Cliff Ennico ( cennico@legalcareer.com ) is a syndicated columnist, author and host of the PBS television series 'Money Hunt'. His latest book is 'Small Business Survival Guide' (Adams Media, $12.95). This column is no substitute for legal, tax or financial advice, which can be furnished only by a qualified professional licensed in your state. To find out more about Cliff Ennico and other Creators Syndicate writers and cartoonists, visit our Web page at www.creators.com . COPYRIGHT 2006 CLIFFORD R. ENNICO. DISTRIBUTED BY CREATORS SYNDICATE, INC. Permission granted for use on DrLaura.com. More >>

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Before You Sign That Nondisclosure Agreement Cliff Ennico www.creators.com "I left corporate America a while back to start my own consulting firm. I've pitched my services to a couple of large companies, but nobody will even talk to me until I sign their standard form of nondisclosure agreement (NDA). I realize this is standard practice, but I'm started to get nervous that I might be 'signing my life away'. Could you give me some tips on what to look for when I'm given an NDA to sign?" Nondisclosure agreements (NDAs for short), also called "confidentiality agreements", are the bane of the independent consultant's existence. Most companies won't talk to you until you sign one, because they're nervous you will blab all of their trade secrets to competitors - something you as a professional would never do anyway. Most NDAs are fairly harmless, but every once in a while you will see some "gotchas" in these. Here's what to look out for. First, look at how the company defines "confidential information" in the NDA. Is the company required to tell you (preferably in writing) that something is confidential, or are you required to keep EVERYTHING you get your hands on confidential, including the copy of The Wall Street Journal you happen to pick up in their office lobby? If it's the latter (most attorneys use a "shotgun" rather than a "rifle" approach when drafting NDAs, because they really don't know what kind of information the company is going to show you) make sure the "laundry list" is reasonable. Look out for language that requires you to keep secret the "existence of a business relationship" with the company - this may prevent you from using the company as a reference after your consulting job is finished. The "laundry list" should include only items (such as customer lists and intellectual property) that any company would view as confidential and proprietary. If the list includes intangible items such as "ideas", "know-how", "skills", "concepts" or "knowledge" - be careful. The company might look at anything you learn on the job as confidential, which can cause problems for you down the road (see below). Every NDA contains two basic agreements: an agreement that you will keep all Confidential Information strictly confidential, and will not disclose it to anyone without their approval; and an agreement that you will not "use" any Confidential Information for any purpose other than to perform your consulting duties for the company. The first clause (called the "nondisclosure" clause) is relatively harmless - make sure you are permitted to disclose Confidential Information to your attorney and other employees of the company "if necessary in connection with the performance" of your duties under the agreement. It's the second clause (called the "nonuse" clause) that can sometimes be a "gotcha". If not carefully drafted, this clause can act as a "backdoor noncompete agreement", preventing you from working for other companies where you would have little or no choice but to use knowledge and information you gained while working for the company that made you sign the NDA. Most NDAs have a clause requiring you to return copies of all Confidential Information in your possession when the consulting job is done. Make sure this clause allows you to destroy the information instead of returning it as long as you certify to the company in writing that you've destroyed it. Otherwise (unless you keep meticulous records) the company may demand that you return information months or years after the consulting job is over and you just . . . can't . . . find it. It's probably a good idea to have an attorney look at the first few NDAs you are asked to sign - most attorneys will only charge a half-hour of their time. After you've done a few, you should know enough to be able to spot the issues on your own. One more thing: beware the company that "buries" an actual noncompete clause (as opposed to a "nonuse" clause) in the fine print of their "standard" NDAs without clearly labeling the agreement a "noncompete and nondisclosure agreement". If a company doesn't notify you of the noncompete language, and you spot it when reading over the NDA, save yourself some legal fees, hand the (unsigned) form back to them, and walk out the door. Cliff Ennico ( cennico@legalcareer.com ) is a syndicated columnist, author and host of the PBS television series 'Money Hunt'. His latest book is 'Small Business Survival Guide' (Adams Media, $12.95). This column is no substitute for legal, tax or financial advice, which can be furnished only by a qualified professional licensed in your state. To find out more about Cliff Ennico and other Creators Syndicate writers and cartoonists, visit our Web page at www.creators.com . COPYRIGHT 2006 CLIFFORD R. ENNICO. DISTRIBUTED BY CREATORS SYNDICATE, INC. Permission granted for use on DrLaura.com. More >>

When You Really Have To Fire Someone: Ten Tips [Part 1] Cliff Ennico www.creators.com "I run a small printing business, and have decided to fire one of our employees for some very good reasons. She comes in late every day, is rude to co-workers (they all hate her), and has begun badmouthing the business to some of our key customers. My fear is, of course, that she will sue me. She is our only female employee, and is over 50 years of age. She also told me she is taking medication for depression. We have other workers in that age range, but no other females. I really need to get rid of her, but I can't afford to be sued either. What should I do?" If you had to describe every employer's worst nightmare, this one comes close. Firing an employee - looking someone straight in the face and telling them they no longer have a source of income - is one of the toughest things you will ever do when running your own business. It's often as hard on the person giving the bad news as it is on the person receiving it. And yet it still needs to be done, especially in a situation like this where a rebellious employee is "poisoning the well" and bringing the entire business down with her. And yet, employees DO have rights, and we should all be thankful we live in a society in which they do. If the real reason you are firing this person is because you want to make this business a "boy's club" from which women are excluded, she has every right to sue you for discrimination. Do a little soul searching before you read further, and make sure you don't have any "secret motives" that could cause you legal trouble down the road. Assuming there aren't any, and assuming this person is an "at will" employee - someone who doesn't have an employment contract that guarantees employment for a specified time period - here are ten tips to help you remove the cancer from your business with a "zero to low" risk of being sued for wrongful termination. Check your past feedback. If you have been giving this employee glowing performance reviews and a raise each year, she will understandably be shocked when you call her into your office and give her the boot. Look back at your relationship with this employee, and if you have been sending her overly positive signals, do not fire the employee immediately. Instead, start changing the signals and let her know in no uncertain terms that she's not "living in Kansas anymore". Give her a warning. Because she is your only female employee, I would suggest that you not fire her outright. Instead, sit her down in your office, explain that you are unhappy with her performance, and give her a limited period of time (I would suggest 30 days) to turn things around. Make it very clear that if she continues to badmouth the business to customers and suppliers, you will "have no choice but to" terminate her immediately. Prepare a "memo to the file" detailing what you told her. Focus on specific behavior goals. DO NOT focus on her status as a female, or the fact she is taking medication. DO NOT allow the employee to drag you into such a discussion. Instead, give the employee a list of behaviors you find unacceptable, and tell her exactly what she needs to do to get back into your good graces. Have a witness present. Do not meet with this employee alone. Because she is the only female in your office, she may claim that you made unwanted advances or attempted to harass her sexually. Have a witness present at every meeting with this employee - I would recommend that person be a woman, such as your wife or a female relative, that will make your employee feel more comfortable that you are not singling her out because of her sex. Oh, and if you're engaging in an extramarital affair, make sure the witness is not the "other woman", as you are then opening yourself up for blackmail (please don't laugh; I could tell you stories . . . ) Fire early in the week, never on Friday. Assuming the employee does not turn things around for the better (given what you're saying in your e-mail, it's highly unlikely), fire her early in the work week. Never fire someone on a Friday, because then they can "stew about it" over the weekend, and come into work the following Monday ready for a fight, or even worse. More next week . . . Cliff Ennico ( cennico@legalcareer.com ) is a syndicated columnist, author and host of the PBS television series 'Money Hunt'. His latest book is 'Small Business Survival Guide' (Adams Media, $12.95). This column is no substitute for legal, tax or financial advice, which can be furnished only by a qualified professional licensed in your state. To find out more about Cliff Ennico and other Creators Syndicate writers and cartoonists, visit our Web page at www.creators.com . COPYRIGHT 2006 CLIFFORD R. ENNICO. DISTRIBUTED BY CREATORS SYNDICATE, INC. Permission granted for use on DrLaura.com. More >>