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	<updated>2008-10-14T18:32:02Z</updated>
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		<author>
			<name>Uncle Saul</name>
					</author>
		<title type="html"><![CDATA[Buzz Kill – Entrepreneurs Cannot Afford To Muddle Their Message With Empty Catchphrases]]></title>
		<link rel="alternate" type="text/html" href="http://www.infochachkie.com/buzz-kill/" />
		<id>http://www.infochachkie.com/buzz-kill/</id>
		<updated>2008-10-14T18:32:02Z</updated>
		<published>2008-10-14T18:27:20Z</published>
		<category scheme="http://www.infochachkie.com" term="Corporate Communications" /><category scheme="http://www.infochachkie.com" term="Entrepreneur" />		<summary type="html"><![CDATA[<p>   <meta http-equiv="Content-Type" content="text/html; charset=utf-8" /> In his book, <strong><a href="http://www.amazon.com/gp/redirect.html?ie=UTF8&amp;location=http%3A%2F%2Fwww.amazon.com%2FMap-Innovation-Creating-Something-Nothing%2Fdp%2F1400048311%3Fie%3DUTF8%26s%3Dbooks%26qid%3D1224005591%26sr%3D1-1&amp;tag=bloofjohgre-20&amp;linkCode=ur2&amp;camp=1789&amp;creative=9325"><u>The Map of Innovation</u></a></strong><img src="http://www.assoc-amazon.com/e/ir?t=bloofjohgre-20&amp;l=ur2&amp;o=1" style="border: medium none  ! important; margin: 0px ! important" width="1" border="0" height="1" />, DoubleClick  Co-founder Kevin O’Connor emphasizes the importance of describing your  adVenture in clear and concise terms. When discussing his book, Mr. O’Connor often  gives the audience a quiz similar to that shown below.</p>
<p>Select the description below that describes an actual software  product.</p>
<p><img src="http://www.infochachkie.com/wp-content/uploads/2008/10/kevin-oconnor.jpg" alt="Kevin O'Connor" width="92" align="left" height="137" hspace="12" />A. Assimilated, zero-administration,       standard database-queuing schema</p>
<p>B. Open-architected,       workforce-neutral, productivity assimilator</p>
<p>C. Modularly       reduced Graphical User Interface heuristic</p>
<p>D. Profit-focused,       fault-tolerant encoding interface</p>
<p>If you can select the legitimate product from the list  above, you are well on your way to buzz-cutting through the forest of buzzword  BS.</p>
<p><!--more--></p>
<p><strong>Buzz Off</strong></p>
<p>As Mr. O’Connor points out, “Your prospects are busy people  and they don’t care about the innards of your product. They care about finding  solutions to their problems.” In the same vein, most people will not care  enough about your adVenture to take the time to decipher your corporate  communications code. Most customers place zero value on the elegance or depth  of your technology and they have no desire to read an academic whitepaper.</p>
<p>Effective corporate communications require you to place  yourself in the shoes of your largely uniformed, indifferent audience. As noted  in <a href="http://www.infochachkie.com/pulp-facts/" target="_blank"><strong><u>Pulp  Facts</u></strong></a>, your primary corporate communications goal is to generate  revenue. The best way to accomplish this is to educate your prospective  customers regarding how your solution will resolve their problems, and not bore  them with the inner workings of your technology. People care about salving  their pain, not the origin, design and composition of the salve itself.</p>
<p>In describing effective writing, the best-selling author  Stephen King once said, “Any word you have to hunt for in a thesaurus is the  wrong word.” The natural extension of this adage to the business world is that  any word in your corporate messaging that causes your audience to access an  online dictionary is the wrong word. To avoid diminishing the impact of your  messaging, couch your corporate communications in conventional terms that an  intelligent Grandmother would readily understand. If your audience focuses on  your <em>words</em>, instead of your <em>message</em>, you are using the wrong words.</p>
<p>Worried that short, simple words will sound condescending?  Don’t be.</p>
<p>According to Common Sense Technology, most newspapers are  written at a third-grade reading level, White House press releases average a  fourth-grade reading level and the New York Times is easily digestible by the  average fifth grader.</p>
<p>Still not convinced? In his book<a href="http://www.amazon.com/gp/redirect.html?ie=UTF8&amp;location=http%3A%2F%2Fwww.amazon.com%2FFiction-Writers-Brainstormer-James-Smith%2Fdp%2F0898799430%3Fie%3DUTF8%26s%3Dbooks%26qid%3D1224006759%26sr%3D1-1&amp;tag=bloofjohgre-20&amp;linkCode=ur2&amp;camp=1789&amp;creative=9325"> <strong><u>Fiction Writer&#8217;s Brainstormer</u></strong></a><strong><img src="http://www.assoc-amazon.com/e/ir?t=bloofjohgre-20&amp;l=ur2&amp;o=1" style="border: medium none  ! important; margin: 0px ! important" width="1" border="0" height="1" /></strong>, James V. Smith applied the Flesch-Kincaid Readability Test to  the writing of ten best-selling novelists. Smith determined that the average  grade level of their collective prose was 4.4 (i.e., the fourth month of the  fourth grade) and that the average number of characters per word was 4.15.</p>
<p>If you are unsure how your corporate communications stack up  against these mass-market benchmarks, run your text through the Flesch-Kincaid  Readability Test (see the formulas at the end of this entry). If your corporate  communications are written at an elevated reading level, then you may alienate  potential Stakeholders, including paying customers.</p>
<p>I assessed a few random paragraphs from this entry via the  Flesch-Kincaid test and it rated the text at a grade 14 reading level! I  clearly have some work to do if I am to obtain parity with the New York Times.</p>
<p><strong>Buzz Index</strong></p>
<p>Overuse of buzzwords is often an indication of the author’s  relative lack of understanding of the subject at hand. Although startups are  also often guilty of buzzword abuse, Big Dumb Companies (BDCs) are world-class  offenders.</p>
<p>You can also utilize the Flesch-Kincaid test to evaluate a  BDC’s verbosity. However, a less time-consuming approach to determine the  veracity of an organization’s messaging is to simply count the number of  buzzwords in its written communications. If you locate more than 10-buzzwords  per paragraph, it is highly unlikely the BDC understands the issue being  discussed and highly likely the BDC should fire all of its MBAs.</p>
<p><strong>Buzzword BS</strong></p>
<p>“The great enemy of clear language is  insincerity. When there is a gap between one’s real and one’s declared aims,  one turns as it were instinctively to long words and exhausted idioms, like a  cuttlefish spurting out ink.”<br />
- <a href="http://www.quotationspage.com/quote/38090.html">George Orwell</a></p>
<p>BDCs often abuse buzzwords in an attempt to disguise the  fact that its underlying message is not compelling. When entrepreneurs overuse  buzzwords, particularly when describing their adVenture, they are potentially  involved in one of the three activities described below.</p>
<p><u>Value Confusion</u> - The  entrepreneurial team does not adequately understand their value proposition or  the market opportunity. In such instances, buzzwords are used as placeholders  to vaguely describe an opportunity that is vaguely understood.</p>
<p><u>Faux Gravitas</u> - The  entrepreneurial team naively believes that the frequent use of buzzwords and  industry jargon will add gravitas to their messaging and will enhance its  sophistication. In actuality, buzzword overindulgence highlights the team’s  lack of maturity and judgment.</p>
<p><u>Operation Obfuscation</u> - The  entrepreneurial team utilizes buzzwords to purposely distract from the  inadequacies of their opportunity. This generally occurs when an ongoing  venture is unable to execute its initial operating plan and is forced to  reposition itself and raise additional funds. This insidious use of buzzwords  to hide the ball and disguise the true nature of an opportunity is clearly  unethical and potentially fraudulent.</p>
<p>Irrespective of the reason for such buzzword abuses, they  are detrimental to an entrepreneur’s ability to effectively communicate his or  her message. If you do not clearly communicate your message, you may forgo an  opportunity to <a href="http://www.infochachkie.com/thrill-the-messenger/" target="_blank"><strong><u>Thrill The Messenger</u></strong></a> gatekeepers, who are capable of broadcasting your message to audiences  that would otherwise be inaccessible.</p>
<p><strong>Buzz Lightyear  Hyperbole</strong></p>
<p><img src="http://www.infochachkie.com/wp-content/uploads/2008/10/buzz_lightyear.jpg" alt="buzz" width="84" align="left" height="120" hspace="12" />Mark Twain once said, “I  never write <em>metropolis</em> for seven  cents when I can write <em>city</em> and get paid  the same.” The payoff for avoiding buzzword purgatory is significant, because  use of clear, concise messaging will ensure that your employees, potential  investors, customers and other <a href="http://www.infochachkie.com/personal-pitch/" target="_blank"><strong><u>Stakeholders</u></strong></a> will understand your  adVenture’s mission and thus the specific manner in which they can help your  company achieve its goals.</p>
<p>Avoiding buzzword BS might just empower your adVenture to  live up to Buzz Lightyear’s hyperbole and propel it, “to infinity and beyond.”</p>
<p><strong>Quiz Answer</strong></p>
<p>If you do not have an answer in mind, go back and take a  second look at the quiz at the outset of this entry.</p>
<p>And the answer is…</p>
<p>…none of the above. All of these “products” were created  with a few clicks of a buzzword generator. There are a number of them available  online. A few include:</p>
<p><u><a href="http://www.1728.com/buzzword.htm">www.1728.com/buzzword.htm </a></u></p>
<p><u><a href="http://www.outofservice.com/buzzword/">http://www.outofservice.com/buzzword/</a></u></p>
<p><u><a href="http://locofonic.alphalink.com.au/buzz.htm">http://locofonic.alphalink.com.au/buzz.htm</a></u></p>
<p><u><a href="http://38i.biz/buzzword/">http://38i.biz/buzzword/</a></u></p>
<p><strong>Flesch-Kincaid  Formulas</strong></p>
<p>Readability Test</p>
<p><img src="http://www.infochachkie.com/wp-content/uploads/2008/10/readability-test.jpg" alt="readability test" width="507" border="0" height="53" /></p>
<p>Grade Level Test</p>
<p><img src="http://www.infochachkie.com/wp-content/uploads/2008/10/grade-level-test.jpg" alt="grade level test" width="477" border="0" height="53" /></p>
<p class="akst_link"><a href="http://www.infochachkie.com/?p=234&amp;akst_action=share-this"  title="E-mail this, post to del.icio.us, etc." id="akst_link_234" class="akst_share_link" rel="nofollow">Share This</a>
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	</entry>
		<entry>
		<author>
			<name>Uncle Saul</name>
					</author>
		<title type="html"><![CDATA[Nair – Remove The Hair From Your AdVenture Before Seeking Funding]]></title>
		<link rel="alternate" type="text/html" href="http://www.infochachkie.com/nair/" />
		<id>http://www.infochachkie.com/nair/</id>
		<updated>2008-10-07T20:18:07Z</updated>
		<published>2008-10-07T16:54:45Z</published>
		<category scheme="http://www.infochachkie.com" term="Entrepreneur" /><category scheme="http://www.infochachkie.com" term="Fundraising" /><category scheme="http://www.infochachkie.com" term="Launching Venture" />		<summary type="html"><![CDATA[<p><img src="http://www.infochachkie.com/wp-content/uploads/2008/10/nair.jpg" alt="Nair" width="89" align="left" height="191" hspace="12" />Nair was developed  during the 1970s as a hair-removal product for the emerging population of busy,  professional women. Despite potential side effects such as itching, burning and  scarring, Nair continues to help women effectively remove unwanted hair and  leave their skin “smooth and shiny, with no nicks or cuts.”</p>
<p>Ask any venture investor. They would love to slather their  startup investments with Nair. Why? Because every deal has unwanted <em>hair</em> – one or more significant flaws  which make the deal imperfect. Savvy entrepreneurs also understand this  reality. As a result, they do everything within reason to reduce the hair on  their adVenture before they seek investment capital.</p>
<p><!--more--></p>
<p>Startup hair is often related to two key issues, (i) the  experience and maturity level of the <a href="http://www.infochachkie.com/the-tribe-entrepreneur-infochachkie/" target="_blank"><strong><u>Core Team</u></strong></a> and (ii) the adVenture’s stage of  maturation. These two factors can counteract each other. For instance, if a  Core Team is relatively inexperienced, but the adVenture is generating revenue,  has a cadre of satisfied customers and a reasonable path to sustainability,  then the operational risk associated with the Team’s limited experience is  significantly mitigated.</p>
<p>Conversely, if the adVenture is in the product development,  pre-revenue stage, the operational risk is reduced if the Core Team has a  relevant track record of success. These two criteria are obviously not  exhaustive of the factors investors consider when evaluating a venture  investment. However, when these two risk factors are evaluated in tandem, the  results can be enlightening, as depicted in the following four-by-four.</p>
<p><img src="http://www.infochachkie.com/wp-content/uploads/2008/10/nair-graph.jpg" alt="Graph" width="500" align="middle" height="343" hspace="12" /><br />
<br clear="all" /><strong>Who Loves Ya?</strong><br />
A Kojak deal is one with virtually no hair. In the above  example, it represents a deal in which the management team has applicable  experience and the adVenture’s business opportunity has been validated. Much  like the fanciful storylines of the 1970s <em>Kojak</em> TV show, such deals are largely fictional.</p>
<p>Kojak deals command hefty valuations, which are advantageous  for the operators, but ironically represent a form of hair to potential  investors. As such, no matter how perfect a deal may seem, there are usually  countervailing factors which will make the deal less attractive to a subset of  potential investors. To quote the lollipop-sucking star of Kojak, the  fundraising process is a painful way to determine, “Who loves ya baby?”</p>
<p><strong>They’re Creepy and  They’re Kooky</strong></p>
<p>At the other extreme, Cousin It deals are covered with hair.  Just as you cannot see Cousin It’s face in the 1960s TV show <em>The Addams Family</em>, Cousin It deals are  so inundated with hair that it is often impossible to see the opportunity that  might lie beneath. In the above example, management may lack relevant  experience and the business opportunity is unproven. Such deals are best funded  by customer dollars until the opportunity is adequately proven and/or  management accrues an acceptable level of experience. Even if you soak these  creepy, kooky deals in metaphorical Nair, it will likely only result in  unsightly burns and itching, making the deal no less difficult to fund.</p>
<p>Despite the Kojak and Cousin It extremes, most deals that  qualify for serious evaluation by institutional investors are Nair deals. These  deals comprised both attractive and troubling attributes. No matter how  attractive the opportunity, there are always risk factors that detract from a  deal’s desirability. Entrepreneurs must proactively identify such concerns and  either Nair them away or devise a reasonable story which acknowledges the  problematic issues and explains why they will not materially impact the  adVenture’s chances of success.</p>
<p><strong>Throw Hubby Under the  Bus</strong></p>
<p>After many months of discussions with a promising software  company, our venture fund declined to invest in the company, as the Founders  were not willing to address the hair on their deal. In this instance, the  Founders were married. The wife was the CEO and her husband was heading up  sales, product development and customer service. Rather than proactively  address the concerns that such a familial relationship raised at their startup,  the Founders denied that it was “an issue.” As a result, we decided to not  invest in the company.</p>
<p>My favorite counsel to someone who has a poor rapport with  his or her boss: “If you have a problem with your boss, then <em>you</em> have a problem.” This same sage  advice can be applied to a Nair deal. If your investors have a problem with  your deal, then <em>you</em> have a problem.  Denying an issue or trying to convince an investor that he or she is “wrong”  are generally not viable strategies.</p>
<p>In the case of the software company, Nair could have been  applied in the form of hiring other senior, strong-willed executives who could  counterbalance the input of the married Founders. Although this would not have  eliminated the issue, it would have mitigated potential investors’ concerns  that the company might become a myopic dictatorship run by two very closely  aligned people. Augmenting the management team with senior talent would also  reduce the risk that deterioration in either the Founder’s marriage or the job  performance of one of the Founders would fatally impact the organization.</p>
<p><strong>Shining, Gleaming,  Steaming, Flaxen, Waxen</strong></p>
<p><img src="http://www.infochachkie.com/wp-content/uploads/2008/10/hair.jpg" alt="Hair" width="87" align="left" height="122" hspace="12" />Deal hair, just like the  real thing, comes in a variety of colors and styles. Some of the most common  types of deal hair include:</p>
<p><u>Junky Capitalization Table</u> – A hodgepodge of small  investors that could cause potential headaches for management and/or  institutional investors.</p>
<p><strong>            </strong></p>
<ul>
<li><strong>Nair Solution</strong> – Repurchase as  much stock as is practical and convert any remaining preferred stockholders to  common stock status.</li>
</ul>
<p><u>Untenable</u><u> Bridge</u><u> Terms</u> –  Convertible debt terms that are prohibitive to an institutional investment,  such as large discounts and/or warrant coverage that dilutes the intuitional  investor’s investment.</p>
<ul>
<li><strong>Nair Solution</strong> – Marginalize the relative dilutive impact of these  terms. For instance, a discount of less than twenty percent is usually deemed  reasonable. In addition, converting warrant coverage to non-participating  status will also enhance your adVenture’s fundability.</li>
</ul>
<p><u>Band of Brothers</u> – Friends, family, former roommates  and other unqualified people occupy senior management positions.</p>
<ul>
<li><strong>Nair Solution</strong> – Replace such mis-hires  with strong-willed, independent executives who have relevant, successful track  records.</li>
</ul>
<p><u>IP Confusion</u> – Questionable ownership of key intellectual property,  including non-exclusive licenses, potential infringement of a third party’s  technology and/or inappropriate use of open-source tools.</p>
<ul>
<li><strong>Nair Solution</strong> – In most failed  adVentures, the only asset of value upon dissolution is the underlying  intellectual property. As such, it is paramount that investors can  unequivocally evaluate its veracity.</li>
</ul>
<p><u>Legal Landmines</u> – No matter how frivolous, lawsuits will seriously  chill investors’ interest.</p>
<ul>
<li><strong>Nair Solution</strong> – As noted in <a href="http://www.infochachkie.com/roping-in-the-legal-eagles/" target="_blank"><strong><u>Roping In The Legal Eagles</u></strong></a>, it is generally  advantageous to fight nuisance lawsuits to avoid becoming known as easy mark  for unscrupulous lawyers. However, when fundraising, it is more appropriate to  expeditiously resolve any litigation (potential or otherwise), rather than  expend energy convincing a skeptical investor that your legal issues are  without merit.</li>
</ul>
<p><u>Geographic Dispersion</u> – Significant physical  separation of Core Team.<strong> </strong></p>
<ul>
<li><strong>Nair Solution</strong> – During an adVenture’s early days, virtual teams are  often viable. However, as a company accelerates its growth by deploying its  institutional funding, the Core Team cannot afford to be handicapped by  disparate locales. As such, the Core Team should be prepared to relocate to a  central location within a reasonable period after obtaining funding.</li>
</ul>
<p><u>Way Outsourcing</u> – Outsourcing core competencies.</p>
<ul>
<li><strong>Nair Solution</strong> – Identify the areas of  your adVenture that are critical to its success and internally develop the  necessary levels of core competency. For instance, technology startups should  maintain key development resources in-house, rather than relying exclusively on  third-party, contract labor. If your business model is predicated on superior  online marketing expertise, do not utilize consultants to craft and execute  your online marketing initiatives.</li>
</ul>
<p><u>Double Agent</u> – Problematic agency issues, such as  high salaries, non-entrepreneurial perks (car allowances, exorbitant travel  expenditures, etc.), side businesses and/or cross-ownership of related  businesses.</p>
<ul>
<li><strong>Nair Solution</strong> – The addition of  disciplined, experienced investors to your adVenture team will require you to  run your business with a focus on creating long-term value. As such, eliminate  any unconventional forms of compensation or other potential areas of Agency  conflict before you are forced to do so by a prospective investor.</li>
</ul>
<p>Before you seek investment capital, do what you can to make  your adVenture smooth and shiny, with no nicks or cuts. Although judicious use  of metaphorical Nair on your adVenture will help your fundraising efforts, it  is often also necessary to unequivocally acknowledge the remaining deal hair.  It should be shampooed, conditioned and styled in the most attractive manner  possible. Trying to cover up deal hair with a cap and deny its existence is not  a viable strategy. If you remove and groom the hair on your deal, there will be  no doubt as to “Who loves ya baby?”</p>
<p>***************************</p>
<p><em>Special thanks to Jim  Andelman, Founder and General Partner of Rincon Venture Partners (<a href="http://www.rinconvp.com" target="_blank">www.rinconvp.com</a>) for his hairy suggestions.</em></p>
<p align="center">— Get hands-on advice from your Uncle Saul,  <a href="http://feeds.feedburner.com/infochachkie"><u><strong>Subscribe Today</strong></u>.</a> —</p>
<p align="right">Copyright  © 2008 by <span id="1evj">J. Meredith Publishing.  All rights reserved.</span></p>
<p align="center">&nbsp;</p>
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</p>]]></summary>
	</entry>
		<entry>
		<author>
			<name>Uncle Saul</name>
					</author>
		<title type="html"><![CDATA[Spilling The Beans – When Is It Safe To Talk About Your Entrepreneurial Ideas?]]></title>
		<link rel="alternate" type="text/html" href="http://www.infochachkie.com/spilling-the-beans/" />
		<id>http://www.infochachkie.com/?p=228</id>
		<updated>2008-09-30T18:43:18Z</updated>
		<published>2008-09-30T17:45:19Z</published>
		<category scheme="http://www.infochachkie.com" term="Corporate Communications" /><category scheme="http://www.infochachkie.com" term="Entrepreneur" /><category scheme="http://www.infochachkie.com" term="Venture Capital" />		<summary type="html"><![CDATA[<p><img src="http://www.infochachkie.com/wp-content/uploads/2008/09/oswald.jpg" alt="Oswald" width="127" align="left" height="153" hspace="12" />Who is this character?</p>
<p>Hint: It is <u>not</u> a mouse.</p>
<p>The fact that you likely cannot name  this creature confirms the reality that ideas are cheap.</p>
<p>All too often, inexperienced  entrepreneurs struggle with sharing their ideas with potential investors, <a href="http://www.infochachkie.com/?p=38" target="_blank"><strong><u>Donors</u></strong></a> and others who might be in a position to help them. The next time you wonder if  it is <em>safe</em> to share your ideas,  recall the fate of this long-eared, anonymous cartoon character.</p>
<p><!--more--></p>
<p><strong>Oswald  The <em>Unlucky</em> Rabbit</strong></p>
<p><img src="http://www.infochachkie.com/wp-content/uploads/2008/09/mickey.jpg" alt="Mickey" width="126" align="left" height="159" hspace="12" />After  struggling for over five years, Walt Disney and his brother Roy scored their  first hit with Oswald the Lucky Rabbit. Unfortunately for Oswald and Walt,  Universal Studios, which owned Oswald’s intellectual property rights, assumed  that Oswald’s initial success was formulaic and could be readily replicated.</p>
<p>Universal severed its relationship with  Walt Disney, hired the majority of Disney’s creative team and began creating  Oswald cartoons. Although an additional 140 Oswald episodes were produced over  the next 14 years, none of them was nearly as successful as the first 26  installments, which were developed under Walt Disney’s tutelage.</p>
<p>Meanwhile, Walt tweaked Oswald, morphed  him into Mickey Mouse, and parlayed the highly derivative mouse’s success into  the $50 Billion Walt Disney Company.</p>
<p><strong>Ideas  Are Worthless</strong></p>
<p>What was the inherent value of Walt  Disney’s idea to draw an anthropomorphic rabbit?</p>
<p>Zero.</p>
<p>What was the inherent value of Walt  Disney’s idea to draw an anthropomorphic mouse?</p>
<p>Zero squared.</p>
<p>Outside of adVentures based on hard  science, most entrepreneurial ideas have a similar inherent value – zero.</p>
<p>The <em>value</em> of Walt’s ideas laid in their <em>execution</em>:  the storylines’ humor, which appealed to both children and adults, the quality  and believability of the animation and the intangible degree to which audiences  could relate to and empathize with the on-screen characters.</p>
<p><strong>Conversational  Foundation</strong></p>
<p>Some entrepreneurs confuse the  identification of a <em>market to be served</em> or a <em>customer pain to be assuaged</em> with valuable ideas. Institutional investors are seldom presented with unique  inspirations. Most businesses are based on variations of established themes,  such as new ways of solving old problems and old ways of solving new problems.  A potential or even partially implemented solution generally does not warrant  rabid protection.</p>
<p>As noted in <a href="http://www.infochachkie.com/?p=41" target="_blank"><strong><u>Your Personal Pitch</u></strong></a>,  entrepreneurs must take chances and judiciously discuss their ideas, plans and  dreams in order to bring their adVentures to life. If an entrepreneur does not  share her thoughts, it will be impossible to marshal the necessary resources,  recruit investors and inspire employees to join her adVenture.</p>
<p>Simply talking about your idea is  seldom risky. As long no propriety information is disclosed, such discussions  will almost never result in adverse consequences. However, as noted in the  discussion of Big Bad VC, below, you must consider the capability of your  audience (and their surrogates) to take advantage of your idea when deciding  with whom to speak and how much detail to include in each discussion.</p>
<p><strong>Parlay,  Protect, Promote</strong></p>
<p>Although it is true that businesses are  built upon a foundation of conversations, there are a number of judicious  things you should do to protect your idea while you are sharing it.</p>
<p>One inexpensive way to protect your  idea is a provisional patent. The U.S. Patent Office allows one year from the  date of a provisional filing before a formal patent application must be filed.  A provisional filing allows you to publicly discuss your idea with potential  Donors and Stakeholders. Such feedback will help you craft your definitive  patent application.</p>
<p>Another simple means of protection is a  Non-Disclosure Agreement (NDA). This agreement precludes the party that  receives the confidential information from sharing it with others and, in some  cases, from using the information for his or her own gain.</p>
<p>If you attempt to protect an idea too  early, you risk expending energy and resources protecting an unworthy,  ill-formed idea. Thus, it is important to exclusively discuss your ideas with  trusted parties before you spend the time, money and effort to protect them.</p>
<p>Walt Disney learned the importance of  owning his ideas the hard way. Despite the urban myth that Oswald was <em>stolen</em> from Walt Disney, the reality is  that Walt never <em>owned</em> Oswald. This  lack of ownership was a mistake that Walt Disney did not repeat. He never again  allowed another party to control the destiny of his cartoon characters or his  adVenture. As noted in <a href="http://www.infochachkie.com/?p=197" target="_blank"><strong><u>(Non)Sense Of Entitlement</u></strong></a>, successful  entrepreneurs uncompromisingly control their own destiny. To this end, properly  protect your intellectual property before you promote it.</p>
<p><strong>Who’s  Afraid Of The Big Bad VC?</strong></p>
<p>When attempting to raise money, reticence to share your idea  will be perceived as amateurish and will cause most sophisticated investors to  assume you lack the maturity and judgment required to lead a successful  adVenture.</p>
<p>However, a bit of trepidation when  dealing with Venture Capitalists (VCs) is wise. De facto protection in such  discussions is difficult to secure, as most VCs will not sign an NDA during the  initial stages of your discussions. There are pragmatic reasons for their  reluctance, so do not argue the point.</p>
<p>If your dialog progresses to the point  that it is necessary for you to communicate sensitive, proprietary information  in order for the VC to fully evaluate your opportunity, entering into an NDA  might be appropriate. However, during the early stages of your discussions, you  will sound naive if you ask a VC to sign an NDA.</p>
<p>No reputable VC will steal your ideas.  Note the operative word: reputable. As with any professional interaction, do  your homework and know with whom you are speaking. You must have an adequate  depth of knowledge of your target market(s) and where your idea or technology  fits into the respective market ecosystems in order to determine how much  information you can safely disclose.</p>
<p>Reputable VCs militantly protect their  reputations. The cost of compromising their ethical standing is far greater  than any gains they might achieve by co-opting your ideas. However, if you seek  funding from a VC that has a potentially competitive company in its portfolio,  you are placing your adVenture at risk. With no malicious intent, it is quite  possible that a VC might communicate your business plan to a portfolio company  which has the necessary knowledge, resources and inclination to transform your  ideas into a business.</p>
<p>This unfortunate sequence of events  occurred at a Voice-over IP company that I (many years later) tangentially  helped go public. During the company’s initial stages, management made the  mistake of communicating its plans (to create an Internet fax service) to a VC  that had a telecom startup in its portfolio.</p>
<p>The portfolio company was struggling  with its initial go-to-market strategy when the VC suggested that they consider  the viability of the Internet fax market. The portfolio company subsequently  refocused its product development efforts and entered the electronic fax market  before the unfunded startup.</p>
<p>In this instance, did the VC <em>steal</em> the idea of delivering faxes over  the Internet?</p>
<p>No. I would not characterize their  actions as “theft.” The idea of Internet faxes was not unique; PC-initiated,  phone-based faxes had been introduced nearly a decade previously. However, the  fact that the technological infrastructure had evolved adequately to enable an  Internet-based product was not readily apparent to the struggling portfolio  company. Once the VC alerted them to the opportunity, the portfolio company  applied significant resources, at great risk, to exploit the idea. As such,  simply alerting the portfolio company to the Internet fax opportunity was worth  little – the value was derived from the hard work that was required to turn the  idea into a profitable venture.</p>
<p>Lesson learned? Before disclosing the  basic premise of your idea, determine whether or not your audience is in a  position to leverage your idea, either directly or via their affiliations.</p>
<p><strong>Oswald  Comes Home</strong></p>
<p>Nearly 80 years after its creation, the  Walt Disney Company purchased the rights to Oswald the Lucky Rabbit. Now Oswald  stands side-by-side his heralded cousin Mickey, as an infamous example of an  idea’s relative lack of value in the absence of unyielding execution.</p>
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	</entry>
		<entry>
		<author>
			<name>Uncle Saul</name>
					</author>
		<title type="html"><![CDATA[Kiss of Death – Contract Provisions Entrepreneurs Should Avoid at All Costs]]></title>
		<link rel="alternate" type="text/html" href="http://www.infochachkie.com/kiss-of-death/" />
		<id>http://www.infochachkie.com/?p=225</id>
		<updated>2008-09-30T18:45:02Z</updated>
		<published>2008-09-19T17:20:17Z</published>
		<category scheme="http://www.infochachkie.com" term="Corporate Communications" /><category scheme="http://www.infochachkie.com" term="Entrepreneur" /><category scheme="http://www.infochachkie.com" term="Negotiating" /><category scheme="http://www.infochachkie.com" term="Networking" /><category scheme="http://www.infochachkie.com" term="Partnerships" />		<summary type="html"><![CDATA[<p>Agreements with Big Dumb Companies (BDCs) are like DC  Comic’s evil villainess, Poison Ivy. Both are seductive and alluring and both  are potentially fatal.</p>
<p><img src="http://www.infochachkie.com/wp-content/uploads/2008/09/ivy.jpg" alt="Ivy" width="130" align="left" height="153" hspace="12" />As a startup, your most  meaningful agreements will likely be struck with BDCs. You will no doubt craft  agreements with companies of similar or even smaller size compared to your own,  but the risk associated with such agreements will be tempered by the fact that  you will negotiate such agreements as a relative peer. As such, your greatest  risk and greatest opportunity will arise from the deals you cut with larger  entities.</p>
<p>Fortunately, it is possible to craft lucrative deals with  BDCs that do not limit your adVenture’s ability to charter its own destiny.  Just as Batman must avoid Poison Ivy’s kiss of death, so too must entrepreneurs  avoid the Kiss of Death provisions which BDCs often attempt to include in their  agreements.</p>
<p><!--more--><strong>Kiss of Death  Provisions</strong></p>
<p>The allure to of a <em>company-changing  deal</em> with a BDC is strong. Big companies make a number of seductive  promises, including access to large markets, significant financial resources  and vital public validation of your solution (see <a href="http://www.infochachkie.com/?p=165" target="_blank"><strong><u>Pulp Facts</u></strong></a>). However, fight  the urge to close such enticing deals on the BDC’s terms. Stand your ground and  negotiate a fair agreement, even if it takes longer and forces you to expend  more energy than you would prefer.</p>
<p>To this end, never agree to any of the following Kiss of  Death Provisions when negotiating with a BDC, no matter how lucrative the  potential relationship:</p>
<ul type="disc">
<li>Allow       the Other Side to Draft the Agreement</li>
<li>Deploy       a Free Pilot</li>
<li>Cut a       Multi-year Agreement</li>
<li>Lock Down       the Escape Hatches</li>
<li>Give       up Branding</li>
<li>Relinquish       Press Release Capabilities</li>
<li>Approve       Unilateral Provisions</li>
<li>Accept       Unlimited Liability</li>
<li>Forgo       Change of Control or Agree to a ROFO or ROFR</li>
<li>Serve up       World-wide Distribution</li>
<li>Relinquish       Joint Intellectual Property Rights</li>
<li>Execute       an Ambiguous Statement of Work</li>
<li>Agree       to Bundling Without a Minimum Price</li>
<li>Grant       Most Favored Nations Status</li>
<li>Issue Unmitigated       Exclusivity</li>
</ul>
<p><strong>Do Not Allow the  Other Side to Draft the Agreement </strong></p>
<p>As discussed in <a href="http://www.infochachkie.com/?p=81" target="_blank"><strong><u>The Bro Factor</u></strong></a>, you can greatly enhance the  effectiveness of your negotiations by establishing a strong rapport with the  folks on the other side of the table. If you do your job well, the BDC  negotiators will consider you to be a “Bro” – a colleague with whom they have a  strong, personal relationship. However, despite your attempts to ingratiate  yourself and gain their trust and respect, never forget that your Bros are also  your Bro Foes.</p>
<p>Insist on creating the initial draft of the Agreement in  order to gain the following important advantages:</p>
<ul type="disc">
<li>Control       the tempo of the discussions – if you rely on the other side’s lawyers to       create the agreement, the deal may lose momentum as it sits in the       lawyer’s In-box</li>
</ul>
<ul type="disc">
<li>Establish       fair, bilateral covenants –        agreements from large companies generally come with numerous       unilateral covenants that can cost you valuable negotiation currency to       unwind</li>
</ul>
<ul type="disc">
<li>Ensure       the spirit and integrity of the business terms are not hijacked. A BDC       lawyer who is not closely involved in the negotiations may, inadvertently       or otherwise, craft an agreement that modifies some of the negotiated deal       points.</li>
</ul>
<ul type="disc">
<li>Shade       minor aspects of the deal in your favor, such as: payment terms (i.e.,       30-days vs. 45-days), percentage of irregularities which dictate who pays       for an audit (i.e., 3% vs. 7%) the manner and venue in which disputes will       be resolved (i.e., arbitration vs. litigation), etc.</li>
</ul>
<p>As you draft the agreement, include specific examples,  especially when numeric formulas and calculations are involved. For instance,  if you are describing the terms of a licensing fee, add one or more real-world  examples which utilize real numbers. This ensures that everyone understands the  key formulas, and thereby avoids a common point of contention in deals that go  awry.</p>
<p><strong>Do Not Deploy a Free  Pilot </strong></p>
<p>If you allow your prospective partner or customer to <em>milk the cow for free</em>, why would they  ever pay for it? As noted in <a href="http://www.infochachkie.com/?p=45" target="_blank"><strong><u>Frugal Is As Frugal Does</u></strong></a>, after cash, your  most valuable asset is time. You cannot afford the opportunity cost of a deal  that does not generate revenue. Thus, if your adVenture must expend resources  in conjunction with a Pilot, insist on being compensated for the use of such  resources.</p>
<ul>
<li>If your Bro Foe does not have <em>skin in the game</em>, it is highly likely  that your Pilot will become derailed and overtaken by other priorities. The  best way to ensure that your potential partner has sufficient incentive to  guarantee the Pilot’s success is to require them to invest cash upfront. Ideally,  this cash should find its way into your pocket in the form of a Pilot  Implementation Fee.</li>
</ul>
<ul>
<li>Forcing the other side to pay a meaningful  upfront fee requires them to determine the merit of a potential relationship  with your firm at the outset – <em>before</em> you invest either your time or money. If you enter into a development or trial  partnership for free, you are allowing the BDC to forestall its ultimate  determination of the <em>value</em> of the  partnership.</li>
</ul>
<ul>
<li>If necessary, apply a portion of the Pilot Fee  toward the ultimate license / purchase price. Clearly communicate that you are  not attempting to get rich on the Pilot Fee. On the contrary, you are simply  assigning a cost to your time in order to mitigate your downside risk and to  ensure that both parties properly evaluate the economic viability of the deal  upfront.</li>
</ul>
<ul>
<li>Insisting to be compensated for your time will  also help elicit the necessary respect from the BDC. Convey that your company  is <em>in demand</em> and that you do not have  to give away your time or technology in order to entice BCDs to partner with  you. As noted in <a href="http://www.infochachkie.com/?p=21" target="_blank"><strong><u>Private Means Private</u></strong></a>, in order to ensure a  healthy partnership, avoid becoming the BDC’s Corporate Beyotch.</li>
</ul>
<p>Oh, but you scoff. I have negotiated deals with numerous  high-profile BDCs that included significant Pilot fees. In one instance, we  were paid $50,000 and the Pilot was never implemented due to the fact that the  BDC was acquired after the Pilot Agreement was finalized.</p>
<p><strong>Do Not Cut a  Multi-year Agreement</strong></p>
<p>In the life of your adVenture, a year is an eternity. You  cannot afford to limit your future prospects by entering into a multi-year  deal. BDCs generally prefer multi-year agreements because long-term deals  reduce the BDC’s uncertainty and thus lower its risk. Conversely, long-term  deals reduce your flexibility and potentially increase your opportunity costs.</p>
<p>Some BDCs may attempt to force you to agree to an evergreen  termination provision. Such covenants require written notice of termination  within a specified period of time prior to the end of the term in order for a  party to terminate the agreement. If such written notice is not made, the  agreement is automatically extended, usually for an additional year.</p>
<p>Never agree to such a provision. BDCs can afford to hire  large staffs to adequately track all of the evergreen provisions in their  contracts. You will not have that luxury. The chances of your company missing a  termination deadline are high, which could result in your adVenture being  locked into a disadvantageous deal for an additional year.</p>
<p>Rather than agreeing to an evergreen provision, suggest that  both parties mutually agree upon additional one-year increments in writing, at  the end of each term. If the other party insists on an evergreen term,  negotiate a reasonably conscribed <em>no cause</em> termination clause. This will significantly reduce the risk associated with  inadvertently rolling into an additional year, as you can simply exercise the  “out” clause and terminate the agreement.</p>
<p><strong>Do Not Lock Down the  Escape Hatches</strong></p>
<p>Agreements are obviously intended to bind both parties.  However, avoid writing contracts that may contractually hold the other party to  an economically infeasible deal. If the relationship is not advantageous for  the other party, there are many <em>legal</em> ways a BDC can undercut and effectively terminate the deal.</p>
<p>As noted in <a href="http://www.infochachkie.com/?p=223" target="_blank"><strong><u>Roping in the Legal Eagles</u></strong></a>, successful  entrepreneurs are generally not litigious. Even if you are a mean cuss, your  startup will likely not have the financial resources to hold a BDC to  disadvantageous deal terms. Thus, you gain nothing by crafting an agreement  that contractually forces the other party to work with you, irrespective of the  financial outcome of the relationship.</p>
<p>Ideally, either party should be free to terminate the  agreement, after a reasonable notice period. By allowing either party to walk  away, you force both parties to continually strive to maintain a mutually  beneficial relationship.</p>
<p>One exception to this <em>easy-out </em>philosophy is with respect to recouping any substantial investments you  make on behalf of the partnership. Irrespective of the easy-out clause, ensure  that your costs are reimbursed in the event of early termination by the BDC.  Such reimbursement might be in the form of a walk-away fee to be paid by the  party who terminates the relationship. If the walk-away fee is unreasonably  large, it is possible that the BDC will breach the agreement and refuse to pay  the fee. As such, keep any such fees reasonable.</p>
<p><strong>Do Not Give up  Branding</strong></p>
<p>BDCs will often ask you to “private label” or “white label”  your technology.  This generally involves  the BDC selling your technology in a form that allows them to market it under  their brand. Do not allow your adVenture’s technology to be buried in the  bowels of another company’s product, without obtaining proper recognition. For  instance, in its early days, Google syndicated its search capabilities to  third-party sites, including Yahoo and AOL. In each instance, it was noted that  the search was “Powered By Google” – even though most people at the time were  not aware of Google’s brand. This brand exposure helped Google establish  “www.google.com” as a leading destination site.</p>
<p>As described in <a href="http://www.infochachkie.com/?p=110" target="_blank"><strong><u>PR Passion</u></strong></a>, your adVenture should maximize  any and all third-party points of validation. Thus, demand “Powered By”  branding status to ensure that end-users will be exposed to your brand and  alerted to the fact that your technology is a significant component of the  BDC’s solution. Such validation will help you establish future business  development and customer relationships.</p>
<p>Your pitch will be far more compelling to prospective  customers and business partners when you have physical evidence of your  partnership with a BDC. In many partnership discussions, I was able to direct a  potential partner to an existing partner’s website and show them our “Powered  By” branding status. This approach was very effective. If I had been forced to  say, “I know you cannot see it, but our technology is the engine behind Company  XYZ’s product,” my ability to establish new partnerships would have been  hampered.</p>
<p>To control the specific amount of brand exposure you will  derive from “Powered By” relationships, create graphical examples of how your  “Powered By” status will be communicated on the partner’s site, products,  brochures, point-of-sale displays, etc. You should also specify the minimum  font size in each medium your brand will be displayed. In order to ensure that  these specifications are honored, include the “Powered By” samples in an  exhibit to the partnership agreement.</p>
<p>I never lost a deal by remaining steadfast on this issue,  although some BDCs blustered considerably. If your Bro Foe believes that your  technology represents a compelling value to their customers, they will grant  you “Powered By” branding status.</p>
<p><strong>Do Not Relinquish  Press Release Capabilities</strong></p>
<p>Every BDC has been burned at one time or another by a  jackball entrepreneur who publicly misrepresented the nature and scope of his  or her relationship with the BDC. Such misrepresentations embarrass the BDC  executives and confuse the market.</p>
<p>Due to their aversion to being publicly embarrassed, most  BDC partners attempt to preclude you from issuing any unilateral press  releases. Some will even try to keep you from issuing <em>any</em> public statements related to your relationship. With this in  mind, in your initial draft of the agreement, request the right to issue a  unilateral press release, as long as it is first reviewed and approved by the  partner. If the BDC has a chance to review and approve the language in advance,  it is difficult for them to make a <em>reasonable</em> argument that you should be precluded from issuing such a release. A unilateral  press release is less threatening to the partner, as it is solely issued by  your firm and not publicly sanctioned by the BDC. As such, it will not be  viewed by the market as an explicit validation of your technology. It also  likely it will not receive wide media coverage, even by the financial and  industry analysts who follow the BDC, thereby further reducing the BDC’s risk.  See <a href="http://www.infochachkie.com/?p=215" target="_blank"><strong><u>Thrill  The Messenger</u></strong></a> for tips regarding how to maximize the impact of  Partner press releases.</p>
<p>In some cases, the credibility generated by your association  with a BDC is the most valuable aspect of the relationship. This is especially  true in instances when the BDC grinds you down on the financial terms. In such  instances, the level of public relations autonomy you negotiate can dictate the  ultimate value derived from the relationship.</p>
<p>To maximize the value of such financially neutral  partnerships, make it clear at the outset that you expect to have reasonable  autonomy with regard to your press releases. If you wait too long to  communicate the importance of obtaining public validation, you may negotiate a  deal with marginally acceptable financial terms and be unable to leverage your  association with the BDC.</p>
<p>I have been successful in obtaining <em>some</em> level of public relations exposure in the large majority of my  BDC partnerships. However, despite the limited risk poised by a unilateral  press release, some BDCs will not budge on this issue. If you find yourself  dealing with such an organization, omit all references to press releases in the  agreement. As every entrepreneur knows, it is easier to beg for forgiveness  than it is to ask permission.</p>
<p><strong>Do Not Approve  Unilateral Provisions</strong></p>
<p>What is good for the goose is good for the gander. Often, a  BDC will attempt to force your startup to accept language that is not quid pro  quo. This is <em>almost</em> never a  reasonable request. For instance, the BDC may ask you to indemnify everyone  under the sun on their side (e.g., employees, officers, shareholders, etc.) for  every eventuality, while they will refuse to offer you indemnification for  anything other than fraud or gross negligence. Such a concession essentially  offers you nothing, as common law protects you against such illegal acts.</p>
<p>If there is not a valid business reason for granting  one-sided terms, reject the language on the grounds that it is patently unfair.  It is healthy for both parties to maintain symmetry in as many of the business  terms as possible, as it reduces potential confusion and establishes a  collaborative tone to the relationship. As noted previously, if you allow the  BDC to prepare the initial draft of the agreement, it will likely be fraught  with one-sided language that you will be forced to <em>negotiate</em> and thus needlessly spend your negotiation capital on  just to get you back to a reasonable starting position. If the BDC demands the  inclusion of one-sided terms, either reject them out-of-hand or accept them in  bi-lateral form. What is goose is good for the gander.  If you accept unilateral terms, you risk  becoming a Corporate Beyotch.</p>
<p><strong>Do Not Accept  Unlimited Liability</strong></p>
<p>Another common unilateral provision is one in which a BDC  proposes to limit the scope of its damages with a de facto cap while leaving  your liability open-ended. This request arises from the BDC’s desire to  mitigate the risk that you will request compensation associated with lost  profits if the deal falls apart. This a valid concern because the courts often  side with the smaller company when damages result from a failed relationship.  Thus, most BDCs attempt to explicitly preclude any such open-ended damages.</p>
<p>Your goal is to maximize your upside – their goal is to  minimize their downside. With this knowledge, you can craft a deal that allows  both parties to attain their respective goals. You can do this in the  Indemnification Section of the agreement by placing a de facto cap on the  amount of expenses paid by both parties in the event damages arise.</p>
<p>Trade this concession for a reasonable cap related to your  damages. Do not accept language that limits damages to “total fees paid by the  BDC during the term of the agreement.” If a deal unravels before substantial  fees are generated, you may end up in the disadvantageous position of being  unable to recoup your opportunity costs.</p>
<p>As such, opt for a provision that specifies a cap equal to,  “(i) the greater of $__________ (a de facto minimum amount which covers your  costs) or, (ii) the total fees paid by the BDC.”</p>
<p><strong>Do Not Forgo Change  of Control or Agree to a ROFO or FOFR</strong></p>
<p>Your adVenture’s future is less certain that the future of  the typical BDC, especially with respect to the timing and nature of your  adVenture’s eventual exit. As such, craft your agreements to ensure your  adVenture has maximum flexibility with regard to the scope and nature of future  partnership and acquisition activities.</p>
<p>One tactic is to include a Change of Control provision into  all your agreements. Although the text can vary, the spirit of such provisions  is the same – either party can terminate the agreement without recourse (i.e.,  without being liable for damages or other ongoing costs) in the event that a  majority of their assets are purchased, transferred or otherwise merged with a  third party. Happily grant this provision on a bilateral basis, as the risk of  the BDC being acquired is usually relatively low and seldom would such an  acquisition result in an adverse impact to a startup.</p>
<p>Neither party should be forced to terminate the agreement  upon a change of control. Change of Control provisions will enhance your  company’s attractiveness to a potential suitor. Thus, this provision gives you,  and the BDC which may eventually acquire you, the option to maintain those  agreements which remain advantageous to you post-exit and terminate those which  might be problematic (e.g., a relationship with one of the BDC’s competitors,  markets the BDC does not want to pursue, etc.).</p>
<p>Another way to maintain flexibility with respect to your  exit is to reject Right of First Refusal (ROFR) and Right of First Offer (ROFO)  provisions. Such provisions require you to notify the BDC whenever you are  approached by a potential acquirer. BDCs cherish such provisions because they  enable the BDC to dramatically influence the nature, scope and timing of your  exit. As discussed more fully in <strong><u>Corporate Venturing</u></strong>, such terms are most  commonly tied to corporate investments, as opposed to those made by  institutional investors. Rather than trying to water down a ROFR and ROFO, your  response should be, “No thank you,” whenever these terms are proposed.</p>
<p><strong>Do Not Serve up  World-wide Distribution</strong></p>
<p>Value-Added Resellers (VARs) will often seek to obtain the  largest geographic territories possible. However, only grant distribution in  areas in which the VARs have a proven footprint. As they expand their business,  you can expand the scope of their territory.</p>
<p>In the early stages of your adVenture, it may be difficult  to obtain tier-one distribution partners. Thus, you may initially be forced to  establish relationships with smaller VARs with limited, regional coverage. This  will prove problematic as your business grows, because it will be difficult  later to sign up larger VARs, unless you are able to offer them uncontested,  broad geographic coverage. As such, always reserve the right to terminate  regional distribution agreements in the event that you subsequently enter into  a pan-country distribution agreement.</p>
<p><strong>Do Not Relinquish Joint  Intellectual Property Rights</strong></p>
<p>Intellectual Property (IP) provisions should ensure that  both parties maintain the IP rights that they respectively own at the outset of  the relationship. This is generally a straightforward and uncontested  provision.</p>
<p>A more complicated negotiating point involves IP that is created  in the course of the parties working together. Any such “joint IP” should be  equally and severely co-owned and each party should retain the rights to  utilize the joint IP in any fashion they deem appropriate. The BDC will  generally agree to such a provision, even though there is typically little they  can do with such incremental inventions in isolation, as they will likely be  based upon your underlying IP.</p>
<p>Guard against being precluded from marketing and otherwise  utilizing novel, joint IP developed during the course of carrying out the  agreement. Craft terms which ensure you will not be obligated to the BDC with  respect to the terms by which it can profit from jointly developed technology.</p>
<p>Once your development team begins working with the BDC, do  not allow the BDC to unilaterally create any meaningful IP without your team’s  involvement. If the BDC iterates on your technology and devises novel IP  without your involvement, you risk your IP becoming subsumed by the BDC’s  technological advances. Such unilateral development should be explicitly  precluded in the agreement if you anticipate that this is a material risk.</p>
<p><strong>Do Not Execute an  Ambiguous Statement of Work </strong></p>
<p>The Statement of Work defines the specific actions and  responsibilities to be carried out by each party in the fulfillment of their  responsibilities covered by the agreement. It should be codified as part of the  definitive agreement in the form of an Exhibit.</p>
<p>In most cases, <em>your</em> tech team (not the BDC’s) will do most of the heavy lifting and will bring the  majority of the technological value to the relationship. In order to optimally  manage your limited resources, it is in your best interest to clearly specify  the work to be performed, who will perform it and when each significant task is  scheduled to be completed.</p>
<p>The Statement of Work should include a Non-Recurring  Engineering (NRE) budget that estimates the resources required to complete each  major milestone. If the NRE budget is exceeded and the reason for such overages  are due to the actions or inactions of the BDC, the agreement should stipulate  the scope of your compensation.</p>
<p>To ensure that the BDC judiciously uses your resources,  assign a relatively high cost to your engineering personnel’s time. By  establishing an NRE budget upfront, the BDC will know how many “free” NRE hours  are included per the agreement and what it will cost them when they invariably  ask you to expand the scope of the project.</p>
<p>You will generally be pleased to expand the scope of BDC  partnerships. However, contractually ensure that any such expansions are at  your sole discretion. If you allow the BDC to unilaterally expand the scope of  your involvement, you have effectively abdicated control over your  technological resources. A detailed NRE budget will help you avoid becoming the  BDC’s adjunct engineering team.</p>
<p>If you do not assign a price tag to your engineering team’s  time, an aggressive BDC could quickly consume all of your technical resources,  precluding you from executing other technical initiatives. You cannot afford to  consolidate your development efforts on a single relationship, no matter how  lucrative it may appear at the outset. The risk and associated opportunity cost  of a single relationship failing is too high and could potentially lead to the demise  of your adVenture.</p>
<p><strong>Do Not Agree to  Bundling Without a Minimum Price </strong></p>
<p>Bundling deals can be attractive, as your product and/or  technology can potentially reach a large audience by piggybacking on the  reputation and market share of the BDC’s established brand. To ensure that such  bundling is financially worthwhile, negotiate a de facto minimum per unit  price.</p>
<p>A BDC will often encourage you to accept a percentage of the  price they charge the end-user for your technology. If you do not negotiate a  minimum price, the BDC may prove that they are not so dumb after all and give  your product away as a loss-leader to induce sales of their product(s).  Without a minimum price, you could be paid a  percentage of nothing, or next to nothing, depending on the price the BDC  charges its end-users. Since you cannot control your partner’s end-user  pricing, you must specify the minimum amount that you will be paid (per unit,  per month, whatever is most appropriate to the relationship).</p>
<p><strong>Do Not Grant Most  Favored Nations Status</strong></p>
<p>Many BDCs relish this onerous provision. A Most-Favored  Nations (MFN) clause essentially states that, “Mr. Little Company can never do  a similar deal with anyone, under any circumstances that is <em>better</em> than the deal cut with the BDC.”  Clearly, this is the sort of provision that a savvy entrepreneur will never  fall prey.</p>
<p>The path of your adVenture is far too unpredictable to  anticipate the nature and scope of every future opportunity. As such, your goal  when negotiating a MFN clause is to maximize your flexibility and keep as many  future options open as possible.</p>
<p>The MFN provision is a slippery slope and often a tripwire  to a lawsuit. Do everything you can to avoid granting it. I have crafted  hundreds of agreements and I have only agreed to this provision, in a  highly-watered down form, in a handful of instances. Although it may require  tenacity, you can generally negotiate this provision away, even if the BDC  tells you, “We always get this provision.” My response to such BDC nonsense is,  “Great. This sounds like an interesting challenge for us to devise a reasonable  alternative because I love being different.”</p>
<p>One way to denude this provision is to wrap caveats around  the term “similar” and to liberally use the word “substantially.” For instance,  you might propose something to the effect of, “Startup X agrees to not enter  into an agreement with substantially lower pricing based upon substantially  similar volume commitments.”</p>
<p><strong>Do Not Issue Unmitigated  Exclusivity</strong></p>
<p>Unmitigated exclusivity can be the death knell of a small  company. It is often alluring, as it is generally granted in exchange for  upfront cash and/or the promise of a significant, future relationship. However,  if given the chance, the BDC may put your technology on the shelf, either as a  competitive reaction to remove your technology from the market or, more  commonly, because they become distracted and lose focus once they realize your  technology cannot be deployed by their competitors.</p>
<p>See <strong><a href="http://www.infochachkie.com/?p=210" target="_blank"><u>Excludesivity</u></a> - </strong>for  tips regarding how to negotiate this most heinous contractual provision.</p>
<p><strong>Contractual Antidotes</strong></p>
<p>Batman thwarted Poison Ivy’s deadly kiss by coating his lips  with an antidote before taking her up on her seductive offer of romance. By  effectively structuring your agreements, you too can enjoy a relationship with  a BDC without suffering the potential deadly consequences.</p>
<p align="center">— Get hands-on advice from your Uncle Saul,  <a href="http://feeds.feedburner.com/infochachkie"><u><strong>Subscribe Today</strong></u>.</a> —</p>
<p align="right">Copyright  © 2008 by <span id="1evj">J. Meredith Publishing.  All rights reserved.</span></p>
<p align="center">&nbsp;</p>
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	</entry>
		<entry>
		<author>
			<name>Uncle Saul</name>
					</author>
		<title type="html"><![CDATA[Roping in the Legal Eagles]]></title>
		<link rel="alternate" type="text/html" href="http://www.infochachkie.com/roping-in-the-legal-eagles/" />
		<id>http://www.infochachkie.com/?p=223</id>
		<updated>2008-09-10T23:39:06Z</updated>
		<published>2008-09-10T23:39:06Z</published>
		<category scheme="http://www.infochachkie.com" term="Negotiating" /><category scheme="http://www.infochachkie.com" term="Team Building" /><category scheme="http://www.infochachkie.com" term="The Fringe" />		<summary type="html"><![CDATA[<p><img src="http://www.infochachkie.com/wp-content/uploads/2008/09/cochran.jpg" alt="Cochran" width="80" align="left" height="109" hspace="12" />Johnnie Cochran was an  effective, albeit smarmy, defense lawyer who would say or do anything to <em>defend</em> his clients (anyone up for a  glass of OJ?). He was a master at encouraging jurors to disregard facts and  base their legal verdicts on emotions and conjecture. Yet, despite his  exceptional courtroom theatrics, you would be foolhardy to hire good old  Johnnie to review your software cross-licensing agreement.</p>
<p>A startup-oriented lawyer may not be able to convince a jury  of a guilty man’s innocence, but they can guide your adVenture through the  menacing legal shoals it will no doubt face. Working with startup lawyers also  minimizes the risk of losing control of your adVenture, as they can help you  avoid common fundraising and investor pitfalls. Such attorneys can also add  tremendous value in your negotiations with Big Dumb Companies (BDCs), as they  can ensure that you focus on the deal points that are of most significance to a  small entity. As such, a startup-oriented lawyer is a critical member of your  extended adVenture team.</p>
<p><!--more--></p>
<p><strong>Substance Over Form</strong></p>
<p>As outlined in <a href="http://www.infochachkie.com/?p=14" target="_blank"><strong><u>Beware the Consultant</u></strong></a>, be wary when selecting  a professional services firm. Often, the Rainmaker with whom you initially  establish a relationship will not be your primary point of contact once the  Engagement Letter is signed. As such, you must be comfortable with all of the team  members who will work on your engagement. In addition, there is often an  inverse relationship between a firm’s size and the amount of attention that you  will receive from experienced professionals. The larger the firm, the less  “quality” attention you may receive.  Do  not be swayed by the hundreds of other startups the firm represents. Remember –  you are hiring a lawyer, not a law firm. Before you sign an Engagement Letter,  obtain written assurance that your lawyer will directly attend to your matters and  that you will not be shuffled off to become a training ground for the law  firm’s junior associates.</p>
<p>Like most mature markets, the legal profession is highly  segmented with respect to the services provided and markets served. Even so,  the majority of firms focus on servicing well-established BDC’s. Fortunately,  in most communities, there are usually a few firms that cater to the  specialized needs of startups. As noted in <a href="http://www.infochachkie.com/?p=28" target="_blank"><strong><u>Nature vs. Nurture</u></strong></a>, startup lawyers tend to  congregate in entrepreneurial enclaves. As such, your likelihood of finding an  experienced, top-shelf startup lawyer will be higher if you place your  adVenture in a geographic region which enjoys a strong entrepreneurial  ecosystem.</p>
<p>Some startup attorneys will accept a portion of their  initial fees in the form of equity. This will allow you to defer a portion of  your of up-front legal costs. In addition, such an arrangement will further  cement your lawyer’s incentive to help you succeed. When you hit the inevitable  bumps in the road, a lawyer who has an equity stake in your business is more  likely to be flexible with respect to payment terms and more willing to give  you quick, off-the-clock feedback and guidance. Ensure that your lawyer’s goal  is to establish a relationship, not just a retainer. If you are charged for  every nanosecond you spend with your lawyer, consider finding one who is  willing to “invest” more aggressively in your success.</p>
<p>When managing your legal affairs, never lose sight of the  fact that your lawyer works for you. It is surprising how often entrepreneurs  forget this simple fact. Your lawyer is a trusted advisor, but in the end, you  run your business, your lawyer does not.</p>
<p><strong>In Search of an  Oxymoron - The Ideal Lawyer</strong></p>
<p>When assessing a potential lawyer, consider the following  criteria:</p>
<p><em><u>Yes Man</u></em> -  Many lawyers think that their job is to say, “No.” You can only hope that your  competitors are working with such lawyers. Search until you find a businessman  in lawyer’s clothing who will respond to your inquiries with replies such as:  “Yes, here’s how we can do that.” In other words, find a lawyer who will take  the time to understand the issues underlying your business and advise you how  to best accomplish your objectives while minimizing your legal exposure. Such a  lawyer will help you look at all sides of each deal, as outlined in <a href="http://www.infochachkie.com/?page_id=167" target="_blank"><strong><u>Agreements From  The Fringe</u></strong></a>.</p>
<p><em><u>Independence</u></em> - Be cautious of any lawyer recommended to you by one of your investors. The  reference may be well-intentioned, but the lawyer’s allegiance may be divided between  the investor and you. Such a lawyer will not go out of their way to screw you,  but when crafting the investor documents and in future investor-related issues,  your lawyer’s allegiance must be to your company. He or she must be willing to  fight for your company and go toe-to-toe with your investors. A lawyer with a  long-term interest in keeping one or more of your investors happy might  sacrifice your company’s best interest at a critical juncture in order to  remain in good standing with the investor.</p>
<p><em><u>Act Like A  Three-Year-Old</u></em> – Do not be afraid to frequently ask your lawyer, “Why?”  Your lawyer should be willing to explain the legal issues that impact your  operational decisions. Ideally, you will be fortunate enough to find a  pseudo-professor who is willing to take the time to explain the issues at hand.  I established such a relationship with a fantastic lawyer and he taught me a  great deal over the 10 years we worked together. Even though you will, to some  extent, pay for such training in the form of billable hours, understanding the <em>why</em> of the law will ultimately save you  money, as you will eventually be able to answer many basic legal questions on  your own. However, be respectful of your lawyer’s time and acknowledge the fact  that they have multiple clients. In addition, believe it or not, a few startup  lawyers actually have a life outside of their legal practices.</p>
<p>In order to get the most out of your discussions with your  lawyer, take one or more Business Law classes. A basic understanding of common  law precepts, contract law and business law is one of the most important  academic foundations you can utilize in your startup. If taking part-time  evening courses is not possible, seek out an online curriculum.</p>
<p><strong>Money Is Time</strong></p>
<p>No matter how entrepreneurial your lawyer is, he ultimately  is in the business of trading his time for your money. Thus, the burden of  maximizing the return on your legal dollars is squarely on your shoulders.</p>
<p><em><u>Drop Dead Deadlines</u></em> - Your lawyer cannot read your mind. Thus, every time you submit a request to  your lawyer, make it very clear when you <em>really</em> need a response – this will help your Legal Eagle to effectively manage his  time and ensure that he meets your expectations. This is a courteous,  professional way to manage your relationship and will also benefit you. If you  do not cry “wolf” every time you request something, your lawyer will know when  something really is urgent and they will do whatever is necessary to meet your  deadline. Nothing is more frustrating for a lawyer than to work late into the  night in response to an urgent request, only to have the client not act upon  the response for several days.</p>
<p><em><u>Draft First</u></em><u> </u>– As the businessperson with the most intimate knowledge of a particular  deal, you should draft as much of the “business-oriented text” of your  contracts as possible. At the very least, you or the appropriate member of your  team should document the primary deal points in bullet-point form. The more  specifically you document the business terms, the fewer iterations will be  required to finalize the agreement. Even a highly attentive, business-oriented  lawyer cannot put himself in your shoes. They do not work at your company, so  there is no way they will have your insights. Thus, the more work you do  upfront to document the business issues, the less you will ultimately be  charged and the more closely the agreement will reflect the spirit of your  verbal negotiations.</p>
<p>There is no magic language which makes an agreement legally  binding; in fact, in most cases, the simpler the text, the better. Many a  binding contract has been written on the equivalent of the back of a napkin.  Once you draft the straightforward text, sans the legal mumbo-jumbo, ask your  lawyer to review the text to ensure your layman descriptions do not result in  an unintended interpretation. As noted in <strong><a href="http://www.infochachkie.com/?p=80" target="_blank"><u>Tom and Huck</u></a>,</strong> plans and agreements written in plain language reduce confusion and benefit all  parties. If you select the right lawyer, he will not load up your text with  gratuitous legal jargon (leave that job to the BDC’s legal squad).</p>
<p><em><u>Bill Review</u></em> – Believe it or not, lawyers and their staff are human (insert “gasp” here).  They make mistakes. Just as you expect your accounting department to review  your corporate credit card bill, you should always take the time to review your  legal invoices. Your lawyer should provide you with detailed bills that  describe each charge. Ensure that whomever has the closest working relationship  with your lawyer reviews the bills for potential billing errors.</p>
<p><strong>Sometimes You Do Get  What You Pay For</strong></p>
<p>Just as you would not ask your family physician to perform a  coronary bypass, do not ask your corporate lawyer to help you write your patent  application. Most corporate attorneys can give you general guidance with  respect to securing your Intellectual Property (IP) rights, especially with  respect to trademarks, copyrights and other non-patent-related items. However,  you should seek a patent attorney when it is time to craft your patent  application.</p>
<p>As noted in <strong><a href="http://www.infochachkie.com/?p=45" target="_blank"><u>Frugal is as Frugal Does</u></a>,</strong> entrepreneurs on <a href="http://www.infochachkie.com/?p=27" target="_blank"><strong><u>The Fringe</u></strong></a> only spend their cash on items  that add value to their adVentures. However, they also know when it makes sense  to save money and when it is appropriate to pay a premium. The money you pay  your IP lawyer should be judiciously spent, but you should not attempt to save  money by working with someone without the appropriate experience in your  technical domain. Familiarity with the relevant “prior art” is one of the most  important considerations when crafting a patent. You do not want your IP lawyer  to learn the prior art associated with your technology on your dime. Save money  on your office furniture, not on your IP lawyer.</p>
<p>Appropriate patent “design” can allow you to later add  related claims, yet still have the benefit of the initial filing date. It can  also ensure that your patent is not too broad, which might make it  indefensible, or too narrow, which might limit its applicability and thus its  value.</p>
<p>In the eyes of a potential acquirer, your IP may be one of  your most valuable assets.   You cannot  rely on the IP lawyer to coax such vital information from you.  Similar to the process of creating a  contract, you or the appropriate technical person on your team must first  document the novel and unique technical aspects of your solution. In order to  enhance its value and reduce the risk of someone easily circumventing your  solution, you cannot abdicate responsibility by relying solely on an IP  attorney to translate your technology into a patent application.</p>
<p><strong>Your Lawyer is not a  Doberman…</strong></p>
<p>Do not be litigious – you cannot afford the loss of focus or  the energy required to use the courts as a weapon. It is also unlikely that you  will have the financial wherewithal to successfully wage legal battles. Some  companies use lawsuits as an arrow in their competitive quiver. Rather than  trying to tear down competitors by suing them into financial ruin, spend your  time building value within your business.</p>
<p><strong>… but They Make Great  Guard Dogs</strong></p>
<p>When you are sued and you are “in the right,” your lawyer  may advise you to settle the case in order to put the lawsuit behind you and  minimize your cash outflows. Do not do it. Repeat: do not act “rationally.”  Even though it may cost you more money in the short-term to fight a fallacious  lawsuit, when viewed from The Fringe, it is clear that such spending is a sound  investment.</p>
<p>Spending your precious dollars to earn the reputation in the  legal community as an irrational entrepreneur who will fight frivolous  lawsuits, even when it is in your economic best interest to <em>not</em> do so, is money well spent. The last  thing you want is to become an easy mark for unscrupulous lawyers who make a  living filing extortionist lawsuits. There is a small army of smarmy lawyers  who share “tips” regarding how to extract money from honest, hardworking  entrepreneurs such as you. They also trade lists of “easy marks” – companies  that roll over when faced with a frivolous suit.</p>
<p><strong>Go Nuclear</strong></p>
<p>During the Cold War, the Russians were fearful of President  Nixon because of his heavy drinking and erratic behavior. His threats carried  weight, as the Russians could never be sure of his stability or rationality.  With one finger on “the button” and a bottle of Jack Daniels in the other hand,  they were forced to keep their distance. It is difficult to imagine Brezhnev  invading Afghanistan  knowing that Nixon was wandering the halls of the White House late into the  night in varying states of sobriety. Unfortunately for the Afghans, President  Carter poised no such threat to the Russians.</p>
<p>When it comes to nuisance lawsuits, make it clear to the  predatory legal community that you are Nixon and the bar is open. Demonstrate  that you will act irrationally and outside of your own best financial interests  to ensure that every lawsuit filed against you is lengthy and expensive for  both sides. Clearly communicate that you have no intention of performing a  quick ROI calculation and deciding to pay off the predatory lawyer to “make him  go away.”</p>
<p>If you can successfully convey that the lawsuit will be an expensive  effort for both parties and that you do not intend to fold, the predatory  lawyer will see that the payoff is not there and they will move on to easier  prey. Remember, even an unscrupulous lawyer’s time translates into money. If  you make it clear that you plan to force them to spend as much time as possible  on your case, then they will be more likely to move onto a company that will  pay them off early in the process and thus net them a better return on their  time.</p>
<p>The rash of spam lawsuits from a few years ago is a good  example of how two-bit, loser lawyers who cannot make an honest buck go after  companies who are trying to do the right thing. One of my adVentures was hit by  several such lawsuits and we refused to pay any sort of settlement. Only one of  these cases ever made it to court.</p>
<p><strong>Here Comes The Judge</strong></p>
<p>When we arrived at the courthouse, the judge required us to  first meet with the smarmy lawyer and attempt to work out a “settlement.”  The lawyer was right out of central casting –  he was as creepy a cretin as you can imagine. He initially tried to “settle”  for a thousand dollars to “cover his travel costs.” He then asked for “a couple  hundred dollars” and encouraged us not to bother taking the case to court so we  could “get on with our day.” After a lot of fake smiles and attempts at  launching an ingratiating conversation, he finally gave up when it became clear  that we had no desire to pay him anything.</p>
<p>Once the case was brought in front of the judge, she levied  the lowest possible fine she could impose: $80. She was very unhappy with the  smarmy lawyer because her docket for the day was filled with his  nickel-and-dime lawsuits. She berated him for bringing such petty lawsuits into  her courtroom and told him that each case would be settled for the minimum  fine. Sometimes justice actually does prevail.</p>
<p><strong>Judas Suits</strong></p>
<p>If Judas were around today, he would probably get a smarmy  lawyer and sue Jesus, rather than turning him over to the Romans.</p>
<p>Treat nuisance lawsuits brought by disgruntled, former  employees in the same manner as those filed by a predatory lawyer. If you  settle, not only does there appear to be an admission of guilt, your largesse  will also encourage future lawsuits. If you feel you treated the former  employee fairly, invest the dollars to show the world that you will spend  wildly to protect your principles – do not let your lawyer talk you into acting  “prudent” and settling.</p>
<p>Most employee lawsuits are brought on a contingency basis,  in which the lawyer attempting to perpetrate the extortion only gets paid if:  (i) the former employee wins the case and is awarded monetary damages or, (ii)  the company pays the former employee to make the case “go away.” Otherwise, the  employee’s lawyer is not compensated for the time they put into orchestrating  the shakedown. You can greatly reduce a contingency lawyer’s appetite for a  particular case by making it clear to them that you are Nixon and they are  Brezhnev.</p>
<p>You can also greatly reduce the risk of employee lawsuits  with a few simple preventative steps:</p>
<ul type="disc">
<li>Employ       consistent and disciplined hiring procedures, including background checks,       backdoor references (i.e., speak with at least one person who knows the       applicant but was not included among the applicant’s references)</li>
</ul>
<ul type="disc">
<li>Require       all employees to sign iron-clad invention assignment and confidentiality       agreements</li>
</ul>
<ul type="disc">
<li>Enforce       the employment policies defined in your Employee Handbook and requiring       all employees to sign a form acknowledging that they have read the       Handbook and agree to abide by its policies during their tenure</li>
</ul>
<ul type="disc">
<li>Document       all personnel issues, including the specific steps an employee placed on       probation must take in order to avoid termination and whether or not the       employee abided by the terms of the probation</li>
</ul>
<ul type="disc">
<li>Include       two company employees in all personnel meetings with a problem employee       and take contemporaneous notes during and immediately following the       meeting</li>
</ul>
<ul type="disc">
<li>Encourage       terminated employees to sign a release which absolves your company of all       liability before the termination process is completed</li>
</ul>
<p>A good startup lawyer will help you establish such policies  and agreements from the outset of your adVenture.</p>
<p><strong>BDC Bark vs. Bite </strong></p>
<p>The bark of a BDC lawyer is often much greater than their  bite. The usual approach of the BDC lawyer is to initially deal with an  entrepreneurial company in a highly aggressive and threatening manner, in the  hopes that you will be intimidated and scared into following a particular  course of action.</p>
<p>Hold your ground. As every entrepreneur on The Fringe is  well aware, BDC’s are most concerned with limiting their liability. Although  they may bark loudly, they know that the US courts lean toward the “small  guy” and thus they will think long and hard before doing anything that may  expose them as a corporate bully.</p>
<p>I once received a very aggressive letter from a Fortune 500  BDC who felt that our remote access product was being used improperly by  certain users to circumvent the BDC’s licensing scheme. They demanded that we  send them our entire customer list and that we issue a letter to all of our  customers indicating that they were not to use our product in violation of the  BDC’s licensing terms. The indicated that if we did not promptly comply with  their request, they would seek an injunction that would shut down our company.</p>
<p>This ludicrous demand is akin to asking the phone company to  send a letter to all its customers telling them not to use the telephone to  make prank calls and that if it does not send such a letter, its ability to  offer phone services will be discontinued. Just like the phone, our remote  access product was simply a tool. Some people will use a tool for the greater  good and others will use the same tool for a nefarious purpose. We certainly  did not encourage or even make it very easy for users to violate third-party  licenses. However, if some of our users did misuse our products, it clearly was  not reasonable to threaten our viability with a blanket injunction.</p>
<p>I called the BDC’s lawyer and “nicely” made it clear to him  that his letter was insulting and that there was no way we were going to send  him a list of our customers, let alone issue a letter to our users asking them  to use our product “legally.” I also suggested that if his BDC was so worried  about users violating their licensing scheme they might consider revising their  legacy, shrink-wrap license to reflect modern Internet usage. Although he was  not happy that we did not kowtow to them, we never heard from him again.</p>
<p>In another instance, we received a very strident letter that  indicated that one of our product’s URLs was causing “confusion” with a BDC’s  URL. However, surprisingly, if we agreed to pay a significant amount of money,  the BDC would overlook this “confusion.” Hmmmm … does anyone smell extortion in  the air?</p>
<p>Once again, I promptly responded to the overly aggressive  letter with a quick phone call telling them that we felt their assertion was  ridiculous and we would welcome the chance to prove it to them in court. As  with the BDC with the legacy licensing scheme, we never heard from them again.  The key to our success in both instances was that we had the guts to speak with  them voice-to-voice and communicate our willingness to fight their assertions  in court. We did not allow the situation to escalate by sending warring letters  back and forth. Get on the phone and let them hear the irrational resolve in  your voice.</p>
<p><strong>Capitan and Navigator</strong></p>
<p>Your lawyer may be the most important member of your  extended adVenture. The difference between a great lawyer and a good lawyer is  startling and you will know it once you experience both.</p>
<p>Despite the importance of this relationship, your lawyer is  not driving the bus. They will often sit shotgun, to act as your navigator and  help you reach your destination. However, you are in the driver’s seat. It is  up to you to fill the bus with the right people, ensure that the gas tank never  runs dry, and keep the bus moving in the right direction.<br />
<img src="http://www.infochachkie.com/wp-content/uploads/2008/09/oj.jpg" alt="O.J." width="128" align="left" height="120" hspace="12" /><br />
To paraphrase the late, and not so great, Johnny Cochran,  “If the lawyer don’t fit, then you better split.”</p>
<p>I rest my case.</p>
<p align="center">— Get hands-on advice from your Uncle Saul,  <a href="http://feeds.feedburner.com/infochachkie"><u><strong>Subscribe Today</strong></u>.</a> —</p>
<p align="right">Copyright  © 2008 by <span id="1evj">J. Meredith Publishing.  All rights reserved.</span></p>
<p align="center">&nbsp;</p>
<p class="akst_link"><a href="http://www.infochachkie.com/?p=223&amp;akst_action=share-this"  title="E-mail this, post to del.icio.us, etc." id="akst_link_223" class="akst_share_link" rel="nofollow">Share This</a>
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	</entry>
		<entry>
		<author>
			<name>Uncle Saul</name>
					</author>
		<title type="html"><![CDATA[Thrill The Messenger – How An Entrepreneur Can Put Words In Media Messengers’ Mouths]]></title>
		<link rel="alternate" type="text/html" href="http://www.infochachkie.com/thrill-the-messenger/" />
		<id>http://www.infochachkie.com/?p=215</id>
		<updated>2008-09-30T19:20:38Z</updated>
		<published>2008-09-02T17:01:55Z</published>
		<category scheme="http://www.infochachkie.com" term="Corporate Communications" /><category scheme="http://www.infochachkie.com" term="Entrepreneur" /><category scheme="http://www.infochachkie.com" term="Networking" />		<summary type="html"><![CDATA[<p><img src="http://www.infochachkie.com/wp-content/uploads/2008/09/kick.jpg" alt="Kick" width="159" align="left" height="137" hspace="12" />After patiently  listening to a messenger deliver the Persian King Xerxes’s request for Sparta’s capitulation,  the Spartan King Leonidas unceremoniously kicked the messenger down a well.</p>
<p>Anger at receiving bad news is a natural human reaction.  Sophocles, Shakespeare and the Bible all reference the killing of the bearer of  bad news. When someone is critical of your adVenture, it is natural to dismiss  the detractor and even demonize them to undercut the validity of their message.  Fortunately for your competitors and detractors, you do not have a license to  kill. However, as an entrepreneur, you do have a license to thrill.</p>
<p>Every successful entrepreneur must eventually learn to  delegate. An even more challenging skill is learning <em>what</em> to delegate. As noted in <a href="http://www.infochachkie.com/?p=110" target="_blank"><strong><u>PR Passion</u></strong></a>, shaping your adVenture’s  messaging is not something you should leave to others. Control your messaging  by crafting it yourself and exciting your messengers to the point that they  willingly deliver your company’s message on your behalf.</p>
<p>Energize your messengers and encourage them to tell your  story in a spirited, fervent and <strong>accurate</strong> manner.</p>
<p><!--more--></p>
<p>There are a variety of ways to control the messaging  delivered by a trusted third party. The most direct manner is to create your  messages in the form of third-party quotes, articles and product reviews. In  many cases, once you gain the trust and respect of your <em>messenger</em>, they will welcome your help crafting the messages.</p>
<p><strong>Validation  Proclamations</strong></p>
<p><img src="http://www.infochachkie.com/wp-content/uploads/2008/09/cnet.jpg" alt="cnet" width="173" align="left" height="109" hspace="12" />Sometimes finding a powerful messenger is a matter of timing  and luck. For instance, during the  early stages of one of my adVentures, I <a href="http://www.infochachkie.com/?p=81" target="_blank"><strong><u>Bro’d</u></strong></a> up with a Vice President at a large  Internet Publisher. During a casual conversation, he said something to the  effect of, “Your product is great, our users would be nuts to not try it.” I  asked him if I could quote him on that, to which he agreed.</p>
<p>We added his company’s logo next to the quote to enhance its  impact and proceeded to use it for the next several years, displaying it on  millions of banners, landing pages and promotional emails. We preformed  extensive “A/B” marketing tests with and without the quote and the ads that  included the quote consistently outperformed their non-quote counterparts.</p>
<p>Lesson learned? Do not underestimate the influence that such  seemingly innocuous endorsements can have on your adVenture, especially during  its early stages.</p>
<p>At the outset of your adVenture, you may be forced to rely  on endorsements from friends and family. However, over time, your growing  credibility will allow you to obtain <em>validation  proclamations</em> from progressively more and more influential messengers, as  shown in the following table.  Such  validation proclamations often begin with a simple endorsement quote and may  eventually evolve into more powerful and collaborative messaging, such as a  joint press release, if you properly cultivate your relationship with the  messenger.</p>
<p><img src="http://www.infochachkie.com/wp-content/uploads/2008/09/proclamation-2.jpg" alt="proclamation" width="500" height="159" /></p>
<p><strong>Progressively Increase The Number of Validation  Proclamations Delivered By Your Messengers</strong></p>
<p><strong>I Will Quote You On  That – Write Stakeholders’ Quotes</strong></p>
<p>I have written hundreds press releases in which I drafted  the quote attributed to the other party associated with the release, (i.e., the  partner, customer, distributor, etc.).   In nearly every case, the <a href="http://www.infochachkie.com/?p=38" target="_blank"><strong><u>Stakeholder</u></strong></a> accepted my suggested quote with  no changes. When changes were made, they were generally immaterial. In fact, it  was more common for a company to refuse to include any quotes from their  employees, as opposed to heavily editing a quote drafted on their behalf.</p>
<p>Take advantage of this rare opportunity to put words in  someone else’s mouth. In order to ensure that the other party will approve your  quote, compliment the Stakeholder, while making a strategically important  statement about your company. For instance, you might put the following words  in a Partner’s mouth, “As the market leader, we are always looking for  best-of-breed solutions to incorporate into our award-winning products.”  Identify your Partner as a “leader” while they tell the market your solution is  “best of breed.”</p>
<p>Most people are busy, some are lazy and a few are both. As  noted in <a href="http://www.infochachkie.com/?p=41" target="_blank"><strong><u>Your  Personal Pitch</u></strong></a>, do <em>all</em> the heavy lifting for your Stakeholders, including drafting their quote. I  wrote the two sample quotes shown below. Both were attributed to senior Fortune  500 executives and both were virtually unchanged from my initial draft:</p>
<p><u>First Example</u></p>
<p>“<em>Small Company’s</em> fast, easy  interface and high levels of security present an ideal solution for the large  and growing number of <em>Big Dumb Company</em> <em>(BDC)</em> customers who need to access  and work on their office PCs from remote locations,” says <em>Executive X</em>, <em>BDC’s</em> Communications  Group President.  “This alliance  reinforces our commitment to offer both our narrowband and broadband  subscribers the highest-quality services for enhancing their experience on the  Internet.”</p>
<p>In this case, it was important to communicate that our  product was secure and that it worked in both narrowband and high-bandwidth  environments. By directing an executive from a notable company to parrot this  positioning on our behalf, we were able to gain significant market validation.</p>
<p><u>Second Example</u></p>
<p>“We are committed to providing <em>BDC</em> members and Web users with the very  best in online tools, content and convenience,” states <em>BDC Executive X</em>. “By leveraging <em>Small  Company’s</em> products, users have greater flexibility to be productive on  their desktops from any online location. <em>Small  Company’s</em> product is a great application for making the <em>BDC Service</em> and the <em>BDC </em>brands an even more central and valuable part of our members&#8217;  daily lives.”</p>
<p>In this example, we wanted to sign up additional Internet  Service Providers (ISPs), so I referenced the value that we brought to our ISP  partners. I also reinforced our end-user value proposition (i.e., a work  productivity solution that enabled users to seamlessly work remotely).</p>
<p>As previously noted, most of the quotes I wrote for partners  were published verbatim. However, in some instances, the BDC did make some  modifications. Even when changes were made, the final quote usually retained  the key aspects of our desired validation proclamation.</p>
<p>Below is an example of an initial quote, followed by the final  version that was included in a joint press release with a BDC. The salient  points, which were carried over from the initial quote I drafted, are shown in  bold.</p>
<p><u>Initial Quote Submitted To Partner</u></p>
<p>“The ability to quickly and seamlessly  share a remote desktop within our chat solution, even via a dial-up connection,  is a feature that many of our customers are demanding. This feature greatly  expands the utility of our CRM solutions, as customer support agents can  escalate a chat session to a shared desktop session and address an issue  directly on a customer’s PC. This functionality will decrease the length of  customer support sessions and increase their effectiveness. Our extensive  investigation of the remote control market led us to conclude that <em>Small Company’s</em> solution is the  best-of-breed remote control solution.”</p>
<p><u>Final  Quote Released By Partner</u></p>
<p>“The  technology integration stemming from this partnership will make the &lt;<em>BDC’s Product</em>&gt; even more appealing to  companies seeking ways to optimize customer satisfaction through rapid  resolution of inquiries while at the same time keeping operational costs down  and simplifying the ways in which employees work with customers. <strong>The ability to quickly and seamlessly share  a remote desktop through &lt;<em>BDC’s  Product</em>&gt;, even via a dial-up connection, is a feature that many of our  clients are demanding</strong>,” said <em>Executive  X, BDC’s</em> senior vice president of worldwide alliances, business and market  development. “<strong>Our extensive  investigation of the remote-control market led us to conclude that <em>Small Company’s </em>solution </strong>is a<strong> </strong>high-quality solution offering clear  value to our clients.”</p>
<p><strong>No Comment - Avoid  Too Many Quotes </strong></p>
<p>At BDCs, press coverage often serves a branding function. As  noted in <a href="http://www.infochachkie.com/?p=165" target="_blank"><strong><u>Pulp  Facts</u></strong></a>, a startup’s press coverage should stimulate revenue. One  way to facilitate revenue creation is to quote the member of your team who is  primarily responsible for the particular issue addressed in the release.</p>
<p>For instance, a partnership announcement should reference  the VP of Business Development, while a product-oriented release should include  a quote from the appropriate product executive. This approach makes it easier  for third parties, such as industry analysts and potential partners to contact  the appropriate member of your team. If you only quote the CEO in each release,  you are increasing the friction associated with getting a third party in front  of the right person in your organization.</p>
<p>When drafting your quotes, avoid PR clichés like, “pleased,  delighted, excited.” If you cannot think of anything more creative than, “We  are delighted to partner with XYZ” than consider excluding quotes in your  release. These words are so overused that they have lost all meaning in a PR  context.</p>
<p>Avoid an excessive number of quotes. For partner-oriented  releases, two is usually adequate (one from each partner), unless it is germane  to include a quote from a customer or Industry Analyst. Irrespective of the  release type, in most instances, a single quote from a member of your team  should be adequate. At one startup I was associated with, both the Chairman and  the Founder insisted on being quoted in nearly every release (see <a href="http://www.infochachkie.com/?p=9" target="_blank"><strong><u>Founderitis</u></strong></a> for more background regarding this particular adVenture). This sort of ego  indulgence can cause your company to appear unsophisticated and amateur.</p>
<p><strong>Partner Piggyback –  Leverage Your Partners’ PR Channels</strong></p>
<p>Bilateral releases that include a quote from both parties  are the most impactful type of Partner release. Bilateral releases are issued  both by your firm and the BDC and thus garner significantly more attention than  a release distributed solely by your company.</p>
<p>A bilateral release with a quote from your company, but not  from the BDC, is the next most effective type of Partner release. In such  instances, consider adding a customer or Industry Analyst quote to bolster the  third-party validation of your message.</p>
<p>An even less-desirable Partner release is one in which the  parties independently issue unilateral releases. The obvious downside of this  approach is that you cannot control the content of the BDC’s release and thus  it is likely that the manner in which your company is depicted in such a  release will be diminished. In fact, it is possible that your company may not  even be mentioned in the BDC’s version of a unilateral release.</p>
<p>Last in the Partner-release pecking order is a unilateral  release that does not include a quote from the BDC. If the BDC will not even  allow you to specify them by name, do your best to describe them in such a way  that even the most casual dolt can figure out which company you are  referencing.</p>
<p><img src="http://www.infochachkie.com/wp-content/uploads/2008/09/desirability.jpg" alt="release graph" width="482" height="120" /></p>
<p><strong>A Joint Release With A BDC Quote Is The Most Desirable  Type Of Partner Release</strong></p>
<p>Ultimately, the least desirable form of Partner release is  the one that is never issued. As noted in <a href="http://www.infochachkie.com/?page_id=167" target="_blank"><strong><u>Kiss Of Death</u></strong></a>, maintain control of your  public relations strategy when negotiating agreements with BDCs. In some BDC  partnerships, the public validation you derive from your association with the  BDC will be the most valuable aspect of the relationship. As such, do not  relinquish your ability to control your PR destiny when partnering with a BDC.</p>
<p><strong>All The News That  Fits Your Message – Video News Releases</strong></p>
<p>A Video News Release (VNR) is a brief, two- to three-minute  video that your company creates and distributes to local news affiliates across  the country. TV stations have the option to show it intact with your narration,  or they can localize the piece by overdubbing the script using one of their on-air  personalities. Larger, more enterprising stations will occasionally edit the  video and rewrite your script. However, in most instances, just as most press  release quotes are published by BDCs unaltered, most TV stations run VNRs with  no changes. VNRs can be very powerful, as they couch your messaging in the  context of <em>news</em>.</p>
<p>As noted in <a href="http://www.infochachkie.com/?page_id=167" target="_blank"><strong><u>Kiss Of Death</u></strong></a>, incentivize the VNR  distributor with a performance-based bonus, predicated upon the number of TV  stations that pick up your release. This will encourage them to promote your  VNR more heavily and to leave it in rotation for a longer period of time than  they otherwise would.</p>
<p>VNRs can be produced economically. You can spend as little  as a few thousand dollars per release. One way to reduce the cost of your VNRs  is to shoot footage for several concurrently. In this way, you can interview  your Industry Expert on several subjects in one sitting, changing their  wardrobe at the start of each interview<em>,</em> in order to give the appearance of multiple, disparate interviews. You can  stretch your production dollars even further by utilizing B-roll footage shot  in one sitting in multiple VNRs (e.g., screen shots of your website, people  using your solution, etc.).</p>
<p>If your VNR is an overt sales pitch, it will not gain wide  exposure. Care should be taken to discuss the “problem” and list various  “solutions,” one of which includes your product. Include in your script phrases  such as, “Products like, &lt;your product&gt; have proven effective” or “There  are a number of solutions on the market, including &lt;your product&gt;.”</p>
<p>For instance, at one of my adVentures, we devised a VNR that  focused on what to do during a natural disaster or significant weather event.  Included in the preparation tips was the suggestion to “subscribe to a remote  access solution” in order to work from home when weather or any other  uncontrollable circumstance made it impossible for the viewer to commute to  their office.</p>
<p>One technique we used to camouflage our sales pitch was to  direct the Industry Expert to reference our product rather than include our  product’s name in the narrator’s script. In addition, rather than saying our  company’s name, we displayed a screen shot of our website, emblazoned with our  corporate logo while the voice-over narration generically described the various  solutions to whatever problem the VNR was addressing.</p>
<p><strong>The Danger Of Improv</strong></p>
<p>In addition to their status as “news,” VNRs are highly  effective because they are delivered by TV – a costly and powerful advertising  medium that is otherwise not available to most startups. The power of TV was  made clear to me during the late 1990s, when I was introducing one of my  adVenture’s medical robots to the world’s top cardiac surgeons. A top-rated TV  show, “ER,” incorporated our robots into several episodes.  I was a bit appalled by the extent that our  robots became more <em>real,</em> to these  highly intelligent people, by their inclusion in a fictional, high-brow soap  opera. Value judgments aside, Hollywood’s  use of our robots as props significantly helped us in our missionary sales  efforts.</p>
<p>Although we were delighted with the validation our robots  gained from their use as TV props, it was a dangerous dance with potential  disaster. We did not have any direct influence on the scripts and thus we could  not control this powerful messenger.</p>
<p>For instance, one of the proposed plot lines was for our  robot to lose control and injure a patient. This was clearly detrimental to our  claim that our robots were always under the surgeon’s direct control and thus  could not become “rogue” killers. After we threatened to remove our robots from  the set, the scriptwriters rewrote the script and made the robot a source of  conflict between two of the surgeons. One surgeon feared that the introduction  of robotics into the operating room would result in patient injury and another  was depicted as a visionary who believed that robots represented the future  gold standard of medical care. We were pleased, as the visionary surgeon was  one of the show’s attractive protagonists, while the other surgeon was a bald  curmudgeon. This storyline was carried through several episodes, viewed by tens  of millions of people and fortunately no fictional characters were killed by  our robotic props.</p>
<p><strong>Ghosting For  Journalists – Generating Article Content</strong></p>
<p>Although journalists and editors will not relax their  editorial standards to the point of shilling for your company, they are often  willing to utilize text written by companies and incorporate it into their  articles and reviews. As noted in <a href="http://www.infochachkie.com/?p=165" target="_blank"><strong><u>Pulp Facts</u></strong></a>, an effective way to work with  media gatekeepers is in the guise of an industry opinion leader.</p>
<p>By creating verbiage to be used by a journalists, you can  guide the manner in which journalists describe your industry, the users’ pain  points, etc., such that it is congruent with your company’s messaging.</p>
<p>One way to have your language accepted by editors and  journalists is to submit it in the form of an article. Often, the byline for  such articles is the company’s CEO. This approach can work for trade publications,  but most popular press publishers will not print articles written by CEOs.  However, if you give the publisher the latitude to reference such “CEO text” in  an article or product review, you may be surprised by the extent to which such  text is repurposed verbatim.</p>
<p><strong>Antiparalysis  Analysis – Spoon Feed Product Reviewers</strong></p>
<p>Setting the proper expectations of Product Reviewers is one  of the most important determinants of whether or not you will be skewered or  obtain a positive review. For instance, at one of my companies, we released a  minimally viable product that could not compete with the more established  products on a feature-by-feature basis. Our value proposition was in our  solution’s simplicity and ease of use. However, to the uninitiated, there was a  risk that our product would seem <em>thin</em> and not suitable for our target market of prosumers.</p>
<p>Fortunately, we effectively managed the messaging  surrounding our product by clearly defining our positioning vis-à-vis the  existing offerings. We invested considerable time with journalists, discussing  our product’s proper place in the market in order to ensure that any  comparisons with competitive solutions would be done in the proper  context.  A significant portion of the  text we created and provided to journalists found its way into a number of  articles, analyst reports and product reviews.</p>
<p><img src="http://www.infochachkie.com/wp-content/uploads/2008/09/extra.jpg" alt="extra!" width="136" align="left" height="162" hspace="12" /><strong>License To Thrill</strong></p>
<p>Extra! Extra! Read all about it! You have a license to  thrill and you are not afraid to use it.</p>
<p>Reducing all aspects of uncertainty associated with your  adVenture is something you should do whenever possible. You can reduce the  uncertainly of what others will say about your adVenture by thrilling your  messengers and exciting them to tell your story off of <em>your</em> script.</p>
<p align="center">— Get hands-on advice from your Uncle Saul,  <a href="http://feeds.feedburner.com/infochachkie"><u><strong>Subscribe Today</strong></u>.</a> —</p>
<p align="right">Copyright  © 2008 by <span id="1evj">J. Meredith Publishing.  All rights reserved.</span></p>
<p align="center">&nbsp;</p>
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	</entry>
		<entry>
		<author>
			<name>Uncle Saul</name>
					</author>
		<title type="html"><![CDATA[Peace &#038; War Corps – Creating A Low-Pay / High-Reward Startup]]></title>
		<link rel="alternate" type="text/html" href="http://www.infochachkie.com/peace-war-corps/" />
		<id>http://www.infochachkie.com/?p=213</id>
		<updated>2008-09-30T19:17:35Z</updated>
		<published>2008-08-26T17:14:48Z</published>
		<category scheme="http://www.infochachkie.com" term="Entrepreneur" /><category scheme="http://www.infochachkie.com" term="Team Building" /><category scheme="http://www.infochachkie.com" term="The Fringe" />		<summary type="html"><![CDATA[<p><img src="http://www.infochachkie.com/wp-content/uploads/2008/08/peace-and-war.jpg" alt="Peace" width="207" align="left" height="207" hspace="12" />As noted in <a href="http://www.infochachkie.com/?p=45" target="_blank"><strong><u>Frugal Is As Frugal Does</u></strong></a>, it is unlikely you  will be able to pay your startup employees market-rate compensation. So how can  you recruit top talent while rationing your cash and equity ownership?</p>
<p>The answer may lie within successful, yet cash-strapped  organizations that lack the ability to grant their employees stock ownership,  lucrative performance bonuses or other incentives often deployed by  entrepreneurs.</p>
<p>How are such organizations able to recruit and retain talented  and motivated team members?</p>
<p><!--more--></p>
<p><strong>Make Money Not Strife</strong></p>
<p>On its face, how could the Marine Corps and the Peace Corps  be similar? One is primarily populated by short-haired, nationalistic  conservatives while the other generally comprises long-haired, one-world  liberals.</p>
<p>Despite the divergent personalities attracted to each  respective corps, the tenets that motivate achievement and foster high morale  within these institutions have broad applicability to most startups. The  following chart depicts the characteristics shared by these otherwise disparate  organizations, both of which foster a high level of esprit de corps and unify  their respective teams toward the accomplishment of a common goal, while paying  salaries which are far below <em>market </em>rates.</p>
<p><strong> The Marine and  Peace Corps Share A Surprising Number of Organizational Characteristics</strong></p>
<table border="1" bordercolor="#000000" cellpadding="0" cellspacing="0">
<tr>
<td valign="top" width="289"><strong>Organizational    Characteristic</strong></td>
<td valign="top" width="18">
<p align="right"><strong> </strong></p>
</td>
<td valign="top" width="139"><strong>Marine Corps</strong></td>
<td valign="top" width="155"><strong>Peace    Corps</strong></td>
</tr>
<tr>
<td valign="top" width="289"><strong>Sense of Purpose</strong></td>
<td valign="top" width="18">
<p align="right"><strong> </strong></p>
</td>
<td valign="top" width="139"><strong>High</strong></td>
<td valign="top" width="155"><strong>High</strong></td>
</tr>
<tr>
<td valign="top" width="289"><strong>Mission</strong><strong> Clarity</strong></td>
<td valign="top" width="18">
<p align="right"><strong> </strong></p>
</td>
<td valign="top" width="139"><strong>High</strong></td>
<td valign="top" width="155"><strong>High</strong></td>
</tr>
<tr>
<td valign="top" width="289"><strong>Group Identity</strong></td>
<td valign="top" width="18">
<p align="right"><strong> </strong></p>
</td>
<td valign="top" width="139"><strong>High</strong></td>
<td valign="top" width="155"><strong>High</strong></td>
</tr>
<tr>
<td valign="top" width="289"><strong>Educational    Opportunities</strong></td>
<td valign="top" width="18">
<p align="right"><strong> </strong></p>
</td>
<td valign="top" width="139"><strong>High</strong></td>
<td valign="top" width="155"><strong>High</strong></td>
</tr>
<tr>
<td valign="top" width="289"><strong>Personal Fulfillment</strong></td>
<td valign="top" width="18">
<p align="right"><strong> </strong></p>
</td>
<td valign="top" width="139"><strong>High</strong></td>
<td valign="top" width="155"><strong>High</strong></td>
</tr>
<tr>
<td valign="top" width="289"><strong>Ability To Make An    Impact</strong></td>
<td valign="top" width="18">
<p align="right"><strong> </strong></p>
</td>
<td valign="top" width="139"><strong>High</strong></td>
<td valign="top" width="155"><strong>High</strong></td>
</tr>
<tr>
<td valign="top" width="289"><strong>Cash Compensation</strong></td>
<td valign="top" width="18">
<p align="right"><strong> </strong></p>
</td>
<td valign="top" width="139"><strong>Low</strong></td>
<td valign="top" width="155"><strong>Low</strong></td>
</tr>
<tr>
<td valign="top" width="289"><strong>Equity Participation </strong></td>
<td valign="top" width="18">
<p align="right"><strong> </strong></p>
</td>
<td valign="top" width="139"><strong>None</strong></td>
<td valign="top" width="155"><strong>None</strong></td>
</tr>
<tr>
<td valign="top" width="289"><strong>Performance Bonuses</strong></td>
<td valign="top" width="18">
<p align="right"><strong> </strong></p>
</td>
<td valign="top" width="139"><strong>None</strong></td>
<td valign="top" width="155"><strong>None</strong></td>
</tr>
</table>
<p><strong>Sense of Purpose, Mission Clarity &amp; Group Identity</strong></p>
<p>One of the most obvious similarities between the Marines and  the Peace Corps is that all members of each organization understand and  identify with their organization’s overarching mission. The fulfillment of the  organization’s mission is the source of a powerful sense of purpose that  motivates the team to persevere, even under extreme stress, fatigue and duress.  The clarity of the group’s mission eliminates ambiguity and allows each member  to focus on how they can contribute to the fulfillment of the organization’s  mission.</p>
<p>The existence of a common enemy also helps bring both  organizations together. The Peace Corps’ enemy might be diphtheria, cholera or  the lack of adequate shelter. The Marines’ enemy is often more easily  identifiable.</p>
<p>The focus on defeating a common enemy under arduous conditions  engenders tremendous camaraderie. The feeling of “we are all in this together”  is a binding force that money cannot buy. As noted in <a href="http://www.infochachkie.com/?p=45" target="_blank"><strong><u>Frugal Is As Frugal Does</u></strong></a>,  care should be taken to not make life too comfortable at your startup. A  durable solidarity arises from overcoming adverse and stressful circumstances.</p>
<p>The respective groups’ slogans also offer clues as to their  similarities: “The toughest job you will ever love” and “It’s not just a job,  it’s an adventure.” Unless you are familiar with the ad campaigns, it may be  hard to identify which slogan applies to the Peace Corps and which is used by  the Army, a close cousin to the Marines. The Marines’ slogan, “The few, the  proud, the Marines,” serves to further establish the group’s identity as an  elite organization comprising high achievers.</p>
<p>Give people a reason beyond financial wealth creation to be  excited about your adVenture. You may not be able to send your employees to Zimbabwe  in order to satisfy their sense of philanthropy, but there certainly are things  you can do within your organization to make it “more than a job.” Not every  venture can claim to be world-changing, but when possible, communicate a  greater good from which your team can obtain psychological rewards.</p>
<p>At one of my startups, we helped create the medical robotics  market. The non-monetary, psychological rewards were quite clear, as we helped  doctors perform minimally invasive surgical procedures that previously were  conducted highly invasively. Our robots allowed patients to walk out of the  hospital within hours of surgery, rather than suffer a painful recuperation  that could last as long as eight to ten weeks, in the case of cardiac surgery.</p>
<p>At my remote access software company, we relished the fact  that we allowed working parents to spend more time with their children by  leaving work early to attend school plays, soccer games and other important  events, while having the ability to finish their work in the evening, from  home, once their children were in bed. Helping busy professionals address their  work/life balance may not “save the world,” but it makes a positive difference  in tens of thousands of peoples’ lives. Celebrate such positive impacts made by  your startup as a means of filling your employees with a sense of purpose  beyond your products’ more obvious features and benefits.</p>
<p>You can also inject a sense of greater purpose by encouraging  your team to become involved in one or more local charities. Establish a  mechanism by which employees can work together to further a charity’s mission,  rather than just giving their money. For instance, at one of my startups, we  sorted food in a local food bank once a month. This gave people from different  departments a chance to get to know members of our team whom they would  otherwise have little interaction with at the office.</p>
<p><strong>Educational Opportunities</strong></p>
<p>The educational opportunities afforded members of the Marines  and Peace Corps are usually outside a traditional classroom setting. Both  organizations require members to gain life skills that can be utilized for the  remainder of their professional career.</p>
<p>People learn and grow when they are given the chance to solve  problems on their own, rather than follow a recipe. It is impossible to teach  someone how to solve all the problems they will encounter at a startup.  However, you can instill within your employees the courage and confidence they  will need to autonomously solve problems as they arise. Not everyone will  thrive in such an environment, which is why hiring the right type of individual  is especially important during your adVenture’s early stages (see <a href="http://www.infochachkie.com/?p=52" target="_blank"><strong><u>Finding An  Entrepreneurial Gem</u></strong></a>).</p>
<p>One of the most fulfilling days at one of my startups was when  it became apparent in an Executive Staff meeting that a major problem had been  resolved without the involvement of any of the senior executives. Previously,  this had not occurred, as the organization was still relatively early in the  maturation process. It was very gratifying to know that we had created a  culture in which our employees were comfortable confronting and resolving major  issues without relying on a member of senior management to give them tactical  directions.</p>
<p><strong>Personal Fulfillment  and Ability To Make An Impact</strong></p>
<p>Both the Marines and the Peace Corps allow their members to  gain professional and personal fulfillment. Such fulfillment is often derived  by the ability of a member to witness the direct impact of his or her efforts.  In the case of a soldier, it might be saving the life of comrade. For a member  of the Peace Corps, it could be saving the life of a villager by administering  antibiotics, cleaning a flesh wound or generating potable water.</p>
<p>Another way to make a low-paying, difficult job more rewarding  is to foster an environment that allows employees to reach their personal  potential. For instance, allow employees to take on as much responsibility as  they can effectively manage. If someone in the Peace Corps says, “I think I can  fix that dilapidated water pump,” no one will say, “Step aside, that’s not your  department’s responsibility.”</p>
<p>Bill Hewlett and David Packard understood this principle at a  time when most organizations relied on a highly centralized management  structure. They realized that HP’s employees and customers would both benefit  from an organization in which responsibility was delegated as close to the  customer as possible. According to Mr. Packard, “…our success depends in large  part on giving the responsibility to the level where it can be exercised  effectively, usually on the lowest possible level of the organization, the  level nearest the customer.”</p>
<p>The Marine Corps is a rank-driven, hierarchical organization.  At first blush, it may seem antithetical to the typical startup. However, when  confronting their enemy, soldiers are empowered to define the specific tactics  necessary to carry out the overarching strategic goals defined by the generals.  This is especially true during times of crisis. For instance, a squad may be  given the strategic order to “take that hill;” however, the manner in which the  hill is taken is left up to the squadron commander and his or her troops. As  your adVenture grows, there will eventually be too many hills to take for you  to dictate the tactics in each case. As noted in <a href="http://www.infochachkie.com/?p=9" target="_blank"><strong><u>Founderitis</u></strong></a>, entrepreneurs  must exercise judgment regarding which hills to conquer directly and which ones  to delegate to others, in order for their startup to grow and prosper.</p>
<p><strong>Lousy Cash Compensation,  No Equity, No Bonuses</strong></p>
<p>Numerous studies have shown that cash compensation is a  temporal motivational tool. In the near-term, it can positively impact morale  and enhance productivity. However, in the long run, most employees are more  motivated by non-cash factors, such as personal growth, the “meaning” inherent  in the organization’s mission and non-cash “trophies” which publicly validate  their efforts.</p>
<p>In addition to the strong sense of unity and pride associated  with exclusivity and the sense of accomplishment from helping to achieve the  group’s mission, the Marines and Peace Corps offer their employees other forms  of non-cash compensation. For instance, the Peace Corps afford their volunteers  the chance to travel to remote destinations they would likely not have access  to via commercial travel agencies. Such <em>wild</em> places are quickly becoming yet another domesticated corner of our largely  homogenized world. As such, the chance to experience pristine locales is highly  valued by Peace Corps volunteers.</p>
<p>Marines have access to discounted food at the commissary and  often are provided with free base housing. I am not suggesting that you create  a “company town,” in which employees shop and live in your stores and housing.  However, elements of such non-cash compensation can be highly valued. This can  include free meals, on-site dry cleaning services, etc. Billions of dollars  worth of software code has been fueled by free pizza and gallons of Red Bull.  However, do not fool yourself. Great cultures are not solely built upon free  Cheetos and diet sodas.</p>
<p>Marines also have the opportunity to engage in activities that  are unattainable in the private sector, such as flying planes, operating  sophisticated weaponry and driving exotic vehicles, many of which cost hundreds  of millions of dollars. Although you cannot afford your employees the chance to  land a jet on an aircraft carrier, you should be able to motivate your  personnel by allowing them to do things that would be unattainable at a BDC.  For instance, at one of my startups, I was able to lead an initial public  offering while I was in my mid-30s. I had no prior experience and frankly I did  a heck of a lot of on-the-job learning (and I had a lot of help along the way).  At a BDC, I would have never had the chance to lead such an effort. Look for  similar opportunities you can make available to your employees as further  incentive for them to accept the risks inherent in your startup.</p>
<p><strong>Can’t Buy Me Love</strong></p>
<p><img src="http://www.infochachkie.com/wp-content/uploads/2008/08/piggy.jpg" alt="Piggy" width="148" align="left" height="130" hspace="12" /> You cannot buy your way to success when  recruiting employees for your startup. However, you can establish a culture in  which employees are motivated by the shared sense of purpose and the  organization’s overall mission.</p>
<p>If the Peace Corps can motivate volunteers to travel across  the world and endure extreme personal discomfort and the Marine Corps can  inspire people to place their lives in harm’s way, you certainly can devise a  culture, mission and compensation structure that motivates your team without  breaking the bank.</p>
<p align="center">— Get hands-on advice from your Uncle Saul,  <a href="http://feeds.feedburner.com/infochachkie"><u><strong>Subscribe Today</strong></u>.</a> —</p>
<p align="right">Copyright  © 2008 by <span id="1evj">J. Meredith Publishing.  All rights reserved.</span></p>
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