As a business owner you enter into many contracts each week. When you purchase supplies and advertising, rent an office, sell goods or services, and even when you park your car. With a little knowledge and a few tools, you can more easily identify the risks involved in entering into each of these contracts, and decide when to involve an attorney in the negotiation. The Law Office of Bryan M. Griffith, LLC provides risk management and legal representation to small business clients throughout Ohio.

1. Business Law Workshop ::Legal Literacy #BizLaw Everyone can read a contract

2. Disclaimers :: Yes, I am a Lawyer 2/17/2011 Copyright © 2011 Bryan M. Griffith, LLC 2 While I am an attorney, I am not YOUR ATTORNEY (unless I am), and no attorney-client relationship is being formed by your attendance today. IRS Circular 230 Disclosure. Consistent with IRS regulations, this is to notify you that any federal tax advice contained herein is not intended or written to be used, and cannot be used by anyone for the purpose of avoiding penalties that may be imposed under the Internal Revenue Code, or for promoting, marketing, or recommending to another person any transaction, arrangement, or matter addressed herein.

3. How to ask a legal question in a public forum 2/17/2011 Copyright © 2011 Bryan M. Griffith, LLC 3 Do: Ask hypothetical questions Ask about an issue your “friend” is having Ask about general legal principals Expect that the facts of your issue may change the answer Seek the advice of YOUR ATTORNEY. Do Not: Ask about active litigation Ask your question to an attorney representing an opposing party Expect confidentiality

4. Audience Introductions 2/17/2011 Copyright © 2011 Bryan M. Griffith, LLC 4 Name Business Please describe the last contract you read (or a contract you failed to read).

5. What you will learn today 2/17/2011 Copyright © 2011 Bryan M. Griffith, LLC 5 Common contract law terms Common contract law issues How to read a contract with a legal eye. When to involve your attorney in the contract review.

6. Business Law Workshop: Starting a BusinessTo Inc. or Not to Inc. 2/17/2011 Copyright © 2011 Bryan M. Griffith, LLC 6 Today’s Agenda When and Why to Contract? A marketing tool & a legal tool Basic legal terms:How do you know when you’ve got a force majeure? Reading a contract:How to read a contract with a legal eye. Questions & Open Forum

7. Business Law Workshop ::When and why to contract? How to use the contract as a marketing tool and a legal tool. 2/17/2011 Copyright © 2011 Bryan M. Griffith, LLC 7

8. What is a contract? 2/17/2011 Copyright © 2011 Bryan M. Griffith, LLC 8 A contract is a promise or a set of promises for the breach of which the law gives a remedy Restatement (1st) of Contracts § 1 A set of private laws between consenting parties.

9. When and Why to Contract? Marketing Tool Legal Tool 2/17/2011 Copyright © 2011 Bryan M. Griffith, LLC 9 A great call to action Highlights important features Qualifies customers Evidence of the deal Describes relationship Establish penalties Override default law

10. Business Law Workshop ::Basic Legal Terms Common contract terms that you should know. 2/17/2011 Copyright © 2011 Bryan M. Griffith, LLC 10

11. Basic Legal Terms :: UCC & CISG 2/17/2011 Copyright © 2011 Bryan M. Griffith, LLC 11 Uniform Commercial Code (UCC) UCC Article II Special body of law which applies to the Sale of Goods. Applies special rules to sales between Merchants Convention on the International Sale of Goods (CISG) Special body of law which applies to the sale of goods between companies located in different countries

12. Basic Legal Terms :: Intellectual Property 2/17/2011 Copyright © 2011 Bryan M. Griffith, LLC 12 Confidentiality or Non-Disclosure An agreement not to share something you may know Patent, Copyright, & Trademark Exclusive rights to a process, expression fixed in a medium, or the use of a mark in commerce Trade Secret Exclusive rights to anything you want to keep a secret License The right to use someone’s intellectual property

13. Basic Legal Terms :: Warranties and Representations 2/17/2011 Copyright © 2011 Bryan M. Griffith, LLC 13 Representation A promise regarding the facts of the deal Warranty A promise to deliver as represented Difference: Damages. Misrepresentation allows tort damages and contract rescission Breach of Warranty makes buyer whole as warranted

14. Basic Legal Terms :: Assignment 2/17/2011 Copyright © 2011 Bryan M. Griffith, LLC 14 Assignment Shifting the right to receive the benefits of a contract Delegation Shifting the obligations of the contract Default Rule: Assignment is permitted, delegation is not. Why does it matter? Creditors, change of circumstances, merger & acquisition

15. Basic Legal Terms :: Force Majeure 2/17/2011 Copyright © 2011 Bryan M. Griffith, LLC 15 Literally: Superior Force DO NOT CONSIDER IT “BOILERPLATE” Relieves one or both parties for liability in the event of circumstances “beyond their control” Examples: Fire, flood, earthquake War “Operation of law” Computer virus Was 9/11 a force majeure act?

16. Basic Legal Terms :: Choice of Law 2/17/2011 Copyright © 2011 Bryan M. Griffith, LLC 16 An agreement between the parties to apply particular statutory and common law. Generally free to choose any body of law Ohio, New York, Shariah, Clingon Factors in choosing: Convenience of the parties Consider your attorney’s familiarity with that body of law Is the particular advantage worth the inconvenience Does not necessarily control LOCATION of suit

17. Basic Legal Terms :: Choice of Forum 2/17/2011 Copyright © 2011 Bryan M. Griffith, LLC 17 Consent to jurisdiction of a particular court Generally free to choose any locality Considerations Convenience of the parties Sophistication of the courts Expense of legal counsel

18. Basic Legal Terms :: Integration Clause 2/17/2011 Copyright © 2011 Bryan M. Griffith, LLC 18 No previous oral or written representations An issue of evidence Does this exclude the content of your website and brochures?

19. Basic Legal Terms :: Arbitration & Mediation 2/17/2011 Copyright © 2011 Bryan M. Griffith, LLC 19 Mediation Facilitated dispute resolution to try and permit the parties to agree on a solution. Generally non-binding. Arbitration Facilitated dispute resolution permitting a non-judicial arbiter to decide the rights and obligations of the parties. Generally binding. Considerations Who pays? What are the rules? Can you appeal?

20. Basic Legal Terms :: Attorneys’ Fees 2/17/2011 Copyright © 2011 Bryan M. Griffith, LLC 20 Default Rule: Everyone pays their own attorney Contracts may alter this: Loser pays You always pay Considerations Can be an effective penalty or discourage litigation Can be expensive if you are required to pay Must the fees be reasonable?

21. Business Law Workshops ::How to Read a Contract Reading a contract with a legal eye. 2/17/2011 Copyright © 2011 Bryan M. Griffith, LLC 21

22. Reading a contract :: Scanning methods 2/17/2011 Copyright © 2011 Bryan M. Griffith, LLC 22 Read backwards Start at the end. Read paragraphs from the end. Sleep on it Read the contract again with a fresh set of eyes Multiple reviewers New reviewers can find clauses our brain skips over Highlighters Highlight important terms Highlight all mentions of your company

23. Reading a Contract :: Identify Clauses 2/17/2011 Copyright © 2011 Bryan M. Griffith, LLC 23 The language is not universal Cat might mean Dog Using language you are familiar with, identify the important clauses: Your Rights Your Obligations Damages Force Majeure Arbitration Termination & Renewal

24. Clauses can favor a particular party or be balanced. Stoplight SystemRed Clauses that heavily favor the other partyYellow Clauses that could be improved in your favorGreen Clauses that are balanced or tilt in your favor Rate compared to “ideal” clauses Reading a Contract :: Rating Clauses 2/17/2011 Copyright © 2011 Bryan M. Griffith, LLC 24

25. Reading a Contract :: When to use an Attorney 2/17/2011 Copyright © 2011 Bryan M. Griffith, LLC 25 Before you read any contracts Guidance on your business and industry Examples of ideal language Big deals & New Markets When the risks are great David vs. Goliath When you are the smaller party with less bargaining power, an attorney can even the playing field Gut instinct When reading the contract makes you uncomfortable

26. Business Law Workshops ::Open Forum 2/17/2011 Copyright © 2011 Bryan M. Griffith, LLC 26 Thank you for your attendance and participation today. Please visit my website: BMGLaw.com Please call or e-mail me for an individual consultation614.349.4141info@BMGLaw.com