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        <title>Blog</title>
        <description><![CDATA[Worley Law Small Business Blog]]></description>
        <link>http://worleylawllc.com/</link>
        <lastBuildDate>Mon, 27 Feb 2012 07:38:59 GMT</lastBuildDate>
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            <title>Success Checklist – 5 Alive Tips for the New Year</title>
            <link>http://worleylawllc.com/blog/success-checklist-5-alive-tips-for-the-new-year.html</link>
            <description><![CDATA[<p>Ready to get off to a successful  start in the New Year? Read my motivational tips, and I think you will be glad  you did.</p>
<p>After my first January when my home party-plan business had a disappointing  start, I have learned how to bridge the excitement of the holiday season with  the launch of a successful New Year, so the momentum of the November and  December is carried into a successful January and February. Over the years, I  have refined these simple time-tested tips and January became a great launching  pad for the success.</p>
<p><strong>1.  So Goes January Goes The Year!</strong></p>
<p>It often is said, “So Goes January,  Goes The Year!” Each New Year is filled with promise and a renewed hope that  this year will be a defining year; this year we will make monumental changes to  improve life for our families and ourselves. Select a motto and follow these  tips to begin making your motto come true. For example:</p>
<ul>
<li>It’s the Year To Invest in My Career!</li>
<li>Book more your business will soar</li>
<li>It’s a new year make, proceed without fear</li>
<li>New year, make success appear</li>
<li>Find your Zen, if not&nbsp; now; then when?</li>
<li>Create your own…</li>
</ul>
<p><a href="http://www.mysalestactics.com/resources/free-articles/success-checklist-5-alive-tips-for-the-new-year?utm_source=feedburner&amp;utm_medium=feed&amp;utm_campaign=Feed%3A+MySalesTactics+(My+Sales+Tactics™)"><strong><em>Read  More...</em></strong></a></p>
<p><a href="http://www.mysalestactics.com/resources/about"><strong>Barb Girson</strong></a><strong>,</strong> International Direct  Selling Industry expert, trainer and Registered Corporate Coach ™, is a highly  interactive, creative speaker &amp; author offering professional skill  development programs for workshops, leader retreats, and annual conventions  &amp; telecasts sales training programs. Custom programs /Coaching 1:1  available.Barb Girson helps companies, teams &amp; entrepreneurs gain  confidence, get into action, &amp; most importantly… grow sales. To sign up for  her next FREE sales training teleclass / join her free email list &amp; get  ‘Sales Strategies that Stick’ ezine, Visit<a href="http://www.mysalestactics.com/resources/"> MySalesTactics.com</a> to learn more. Need a speaker for your next  event? Contact Barb Girson: 614.855.0446</p>]]></description>
            <pubDate>Thu, 26 Jan 2012 14:54:29 GMT</pubDate>
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            <title>Everyone Needs a Get-Out-of-Jail-Free Card</title>
            <link>http://worleylawllc.com/blog/everyone-needs-a-get-out-of-jail-free-card.html</link>
            <description><![CDATA[<p>The old saying goes that the two things you can count on are <em>death </em>and <em>taxes. </em>I have one more for you, <em>1099 forms. </em>Far too many businesses ignore this important filing requirement.</p>
<p>Businesses, new and old, big and small, must check their 1099 reporting requirements for 2011. It is almost a certainty they have 1099s to submit by the end of January. I will go so far as to say that 100% of businesses have 1099 activity to report.</p>
<p>In general, if you pay ANY non-corporate vendor for ANY service with a total calendar year payment exceeding $600, you will be responsible for mailing 1099s.  In order to prepare, you must request and maintain current W-9 forms from ALL of your vendors. MAKE SURE THE "EXEMPT" BOX IS CHECKED on the W-9 form. A completed Form W-9 is your "Get Out of Jail Free Card." With more and more businesses behind on their taxes, some estimate 17%, they will not be exempt from backup withholding on payments you make to them. If they are not exempt, YOU are responsible for withholding taxes on their payments and remitting them to the appropriate taxing authority. Failure to file not only carries a penalty, but also includes these back taxes and any penalty and interest for failure to withhold and remit.</p>
<p>Miserable, I know. So contact your CPA: They are available to assist you with your Form 1099 preparation. If they don't hear from you, they assume you are preparing your 1099 &amp; 1096 forms yourself.</p>
<p>BOTTOM LINE: Ignore 1099 forms at your own peril. Overly dramatic? Maybe. But this is a simple routine that is costly if ignored. Consider this a New Year's resolution worth keeping.</p>]]></description>
            <pubDate>Thu, 26 Jan 2012 14:48:10 GMT</pubDate>
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            <title>Trademark Infringement</title>
            <link>http://worleylawllc.com/blog/trademark-infringement.html</link>
            <description><![CDATA[<p>When a business person discovers that an unrelated party is using her trademark, she can stop such use if she is the first user of the mark and the other party's use of the mark is likely to cause confusion among customers.&nbsp;If a letter requesting that the unauthorized party stop use of the mark is ignored, the trademark owner can file a court action.&nbsp;Trademark rights arise by use and are enforceable under common law, but federal registration provides a presumption of validity and the ability to sue in federal court.</p>
<p>In an infringement action, Ohio courts weigh the factors discussed below.&nbsp;Not all of the factors are equal or used in every case.&nbsp;The ultimate question is whether relevant consumers are likely to believe that the products/services offered by the parties are somehow affiliated.</p>
<h2>(1) Strength Of Plaintiff's Mark.</h2>
<p>An examination of the strength of a plaintiff's mark focuses on the distinctiveness of a mark and its recognition among the public. Unless a mark has gained sufficient recognition among consumers, a mark that describes some aspect of the goods or services will probably not cause confusion.&nbsp;Marks that are afforded high protection are generally unique or intensely advertised and enforced.</p>
<h2>(2) Similarity of the Marks</h2>
<p>If consumers cannot see a difference in the marks, the likelihood of confusion is high.&nbsp;Marks are compared in their entirety, including appearance, sound, connotation and commercial impression.&nbsp;Disclaimed words (those that describe the goods/services) are only considered as part of the mark as a whole.</p>
<h2>(3) Relatedness Of The Goods/Services</h2>
<p>The relatedness of the goods/services focuses on whether customers will mistakenly believe that they came from the same source or are somehow connected with or sponsored by the plaintiff's company. The likelihood of confusion is higher when the goods/services are the same or closely related.</p>
<h2>(4) The Marketing Channels Used by the Parties</h2>
<p>If customers learn about the goods/services through the same marketing channels used by each party (such as social media) or if the goods/services are distributed through the same marketing channels (such as the Internet) the possibility of confusion is higher.</p>
<h2>(5) Purchaser Care and Sophistication</h2>
<p>The degree of care used by consumers in purchasing the goods/services affects the likelihood of confusion. Sophisticated buyers (usually when the goods/services are expensive or unusual) increase the potential for a likelihood of confusion.</p>
<h2>(6) Defendant's Intent in Selecting its Mark</h2>
<p>Evidence that the defendant intentionally copied the plaintiff's mark can constitute strong evidence of a likelihood of consumer confusion.</p>
<h2>(7) Expansion</h2>
<p>Under the expansion factor, if either party could expand her business to directly compete with the other, or market to the same consumers, there is an increase in the likelihood of confusion.</p>
<h2>(8) Evidence Of Actual Confusion</h2>
<p>If a plaintiff has had actual confusion, the likelihood of confusion is strong.</p>
<p>If there is no likelihood that consumers will be confused, even when the marks in question are similar, no infringement is found.&nbsp;An alleged infringer may assert defenses, such as fair use or delay.&nbsp;The remedies for infringement of a federal trademark include injunctive relief, damages, attorney's fees in exceptional cases, and costs.</p>]]></description>
            <pubDate>Mon, 26 Sep 2011 18:42:32 GMT</pubDate>
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            <title>Your Success Should Be Everyone's Priority</title>
            <link>http://worleylawllc.com/blog/your-success-should-be-everyones-priority.html</link>
            <description><![CDATA[<p>Your&nbsp;family&nbsp;circle  should be supportive. Your&nbsp;colleague's&nbsp;circle,  encouraging. Your&nbsp;friend’s&nbsp;circle should play  devil’s advocate. And your&nbsp;networking&nbsp;circle  should give you every opportunity to advance your business.</p>
<p>Within your networking circle might exist two networking groups,  your sphere of influence, clients, prospects, and anyone else related to your  business. To advance professionally and make the best use of your networking  circle, everyone needs a solid support system. This includes family,  co-workers/colleagues and friends. Each intertwines with the other, affecting  our personal and professional success. Your success should be the priority of  everyone in your life. We owe it to each other to be supportive. How else are  we all to do well?</p>
<p>Let’s face it, there’s nothing worse than feeling on top of the  world because of the happiness your family gives you, but your work life is  miserable and makes you want to call in sick every day. Or when work is the  only satisfaction you get because of a dysfunctional personal/family life. Not  until there is balance can there be harmony.</p>
<p>I think it’s everyone’s responsibility to make sure you have  what you need to be successful, personally and professionally. And none of  this, "They should this and they should that” behind people’s backs. If  you have something to say, good or bad, face them and offer constructive  remarks. Or, congratulate them on a job well done with a recommendation.  Whatever it is, have in mind that you have the ability to help someone succeed.  This is a responsibility that shouldn't be taken lightly.</p>
<p>Balance and harmony between work and life puts you on the path  to happiness. Happiness ultimately leads to success. Isn’t that the ultimate  goal? Happiness in all things? When your success is everyone’s priority, you’re  going to do well and you’re going to be happy. Your family is happy. Your  friends want to be around you more. Colleagues refer you. And your clients want  more of what you offer. You’re successful. And&nbsp;<strong><em><span style="text-decoration: underline;">everyone wants to be a part of success.</span></em></strong></p>
<br />
<h3><strong>The role of the  networking circle, toward your happiness, is critical.</strong></h3>
<p><strong>&nbsp;</strong>I believe networking  organizations have the responsibility to<strong>&nbsp;</strong>1. make  certain you are connecting to the right people (consumers/clients), 2. make  sure you have the resources you need to build a business, attract business and  stay in business, and 3. make sure you have opportunities to share your  expertise with others.&nbsp;</p>
<br />
<h3>Connecting to the right  people.·</h3>
<p><strong>&nbsp;</strong>Look for organizations that offer an online business directory  that is accessible to all consumers, regardless of membership or the need to  log in. As well, you should have the opportunity to regularly network, in  person, on common ground. Connections cascade into referrals.</p>
<br />
<h3>Having the resources you  need.</h3>
<p><strong></strong>There’s nothing like finding FREE resources that are valuable.  Workshops, articles, and classes on all topics from marketing to budgeting can  be offered, for free or at an affordable fee. Take advantage of all of the  resources offered. Especially when they are offered by other members.</p>
<br />
<h3>Opportunities to share  your expertise.</h3>
<p><strong></strong>When a networking group offers you an opportunity to teach a  workshop, write articles, host an event, or speak during an event, they are  encouraging you to share your expertise. This is a great way to keep your  business memorable to others. The more you share your expertise, the more  credible and desirable you become.</p>
<p>In today’s world, there is very little reason a woman or man  shouldn’t succeed and run a business to her/his full potential. In Central  Ohio, we have approximately 6-8 female-focused networking groups, 7-10 co-ed  networking groups and dozens of chambers and associations. Many of the groups  are "professional”-based with a yearly membership fee and monthly  networking events. Most are affordable and offer different services.  Investigate the right networking group&nbsp;<strong>before&nbsp;</strong>you join. When you join,  get involved!</p>
<p>I think we all play a huge role in the success or demise of  others. As individuals and groups, we have an obligation to help everyone be  successful. Whether it’s through encouragement, support, playing the devil’s  advocate or being brutally honest about someone’s product or service, when our  support system works well together, we are happy.</p>
<br/>
<h3>What would you do?</h3>
<p><strong>&nbsp;</strong>If  someone you know in business has a product or service that you know to be  awful, do you have an obligation to let them know?</p>
<p>Cheers toward your personal and professional success,&nbsp;that  ultimately leads to your overall happiness.</p>]]></description>
            <pubDate>Mon, 26 Sep 2011 18:39:20 GMT</pubDate>
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            <title>Your Management Team (YMT) to Partner with ECDI to help build Small Business in Central Ohio</title>
            <link>http://worleylawllc.com/blog/your-management-team-ymt-to-partner-with-ecdi-to-help-build-small-business-in-central-ohio.html</link>
            <description><![CDATA[<p>Mary  McCarthy, president of Your Management Team, Inc., is now in partnership with  the local non-profit group, Economic and Community Development Institute.&nbsp; "The  partnership of ECDI and YMT will offer a complete package of funding and  knowledge in the form of the “<strong><em>ECDI Small Business Academy</em></strong>,”  designed to grow small business.&nbsp;We are thrilled to work as a team to  provide this opportunity,"&nbsp;stated McCarthy.</p>
<p>McCarthy is confident that  through this partnership small businesses throughout Ohio will be able to  access information in all aspects of their business including funding.&nbsp; This will truly help Ohio’s economy as small  and micro-business growth is crucial to our economic bounce-back, especially in  Ohio where large manufacturing plants are almost nonexistent.</p>
<p>YMT  has partnered with ECDI to develop, manage and oversee the training department,  or the <strong><em>ECDI Small Business Academy,</em></strong> from the initial information  session, through pre-loan training and post-loan training.&nbsp; The focus is  to provide small business owners with continuing education and guidance before  and after securing a loan to increase the business owner’s opportunity to  succeed in business.&nbsp; “We are combining ECDI’s ability to provide the  needed capital with our ability to provide the knowledge and training,” stated  McCarthy.</p>
<p>ECDI is a non-profit  organization located in Columbus, Ohio. Its mission is to “invest in people to  create enduring social and economic change.” ECDI has become the only U.S.  Small Business Administration intermediary micro-lender in 18 counties in  Central and Southwest Ohio.&nbsp; They are the  U.S. Treasury designated Community Development Financial Institution micro-lender  in Central Ohio.&nbsp; This organization  addresses the needs of small business owners by striving to fill the gap in the  credit industry by offering loans ranging from $500-$100,000. Your Management  Team will also help to facilitate ECDI in their marketing and PR efforts within  the community. The goal of this process is to add strength in Central Ohio to small  businesses, as well as gain exposure for ECDI.&nbsp;  McCarthy is very passionate about ECDI and their partnership: &nbsp;“As statistics have shown, small business is  the true backbone of our country.”</p>
<p>Your Management Team, Inc. is  based out of Westerville, Ohio.&nbsp; To find  more information on the programs being offered through ECDI and Your Management  Team, go to <a href="http://www.YourManagementTeam.com">www.YourManagementTeam.com</a> or <a href="http://www.ecdi.org">www.ecdi.org</a>, or email Mary McCarthy at <a href="http://worleylawllc.com/mailto:Mary@YourManagementTeam.com">Mary@YourManagementTeam.com</a>.</p>]]></description>
            <pubDate>Mon, 26 Sep 2011 18:35:45 GMT</pubDate>
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            <title>Five Completely Avoidable Pitfalls to Owning a Home Based Business</title>
            <link>http://worleylawllc.com/blog/five-completely-avoidable-pitfalls-to-owning-a-home-based-business.html</link>
            <description><![CDATA[<p>You want to start a new business, but you want to save costs by operating the business out of your home. In response to the tough economy, the home-based business sector is booming. For the purposes of this article, a "home-based business" is an organized business entity operated principally out of the home of one or more of the owners of the entity. Practitioners in the areas of taxation, insurance, accountancy and business planning are becoming more familiar with this type of structure. You'll be very happy to know that the law affords distinct benefits to home-based business operators. Once aware of the potential pitfalls (all of which are completely avoidable) you'll be ready to take advantage of the legal and operational benefits of using your home for business purposes.</p>
<h2>Organizing Your Home-Based Business</h2>
<p>Small business owners hear about this issue all the time (and for good reason), and most small business owners realize that forming a corporate entity isn't terribly difficult or expensive. The prospect of limited liability is very attractive; especially when your front lawn suddenly becomes the front line for your home-based business. Limited liability, however, isn't the only reason to incorporate your business, or even the best reason to do so. Limited liability is, itself, relatively limited, especially for the smallest corporations. For example, in order to obtain financing, lenders regularly require small business officers to sign personal guarantys supporting loans or lines of credit, because small businesses typically lack enough unencumbered assets to fully secure financial obligations.</p>
<p>Instead of focusing on the limited liability aspect of incorporation, consider the operational benefits. Using an entity to distinguish between your business assets and personal assets makes your business easier to manage from a financial and tax perspective. You'll have an easier time creating and updating your financial reports. Financial transparency and clarity is important to potential lenders and suppliers. Such third parties will have an easier time lending or extending trade credit to a business entity with its own unencumbered assets, its own bank account, and a distinguishable sense of financial health.</p>
<h2>Home-Based Business Taxation</h2>
<p>Let's say you've decided to organize your business. Good choice! There are two ways to view the tax laws your new home-business is subject to: a treacherous mess, or a wonderful opportunity to take certain deductions. Let's focus on the biggest benefit to home-based business owners: the aptly named home-based business deduction. While the deductions for business expenses and capital expenses apply to every business owner, as a home-based business owner, you are permitted to deduct certain homeowner's expenses as business expenses. If you can show that (i) your home is the principal place of business for your company, and (ii) that a specific area of your home is used exclusively for a business purpose, the IRS allows you to deduct certain homeowner's expenses like mortgage interest, utility bills and homeowner's insurance, on a pro rata basis for that particular area of your home.</p>
<p>Provide your tax professional with a complete a description your business, your business use of your home, your expenses related to owning your home, and the expenses related to your business, and she will be able to point out the particular advantages the tax law offers to home-based business.</p>
<h1>How Zoning Dictates Your Ability to Set Up Shop</h1>
<p>The discussion on zoning is a bit mundane, but very important. In fact, an inquiry into the zoning laws of your jurisdiction should be the first step before you consider using your home to operate your particular type of business. Check with your city and with your county. Your home-based business may be subject to the zoning and permit laws of one or both.</p>
<p>Here in Columbus, the Franklin County Economic Development and Planning Department most recently amended the Franklin County Zoning Resolution in 2010. Please review Section 511 of this Resolution. These restrictions are black and white, and may restrict whether and how you operate your home-based business. For example, the zoning resolution doesn't allow business-type alterations to the outside of the home, and prohibits exterior signage. Additionally, your business must be completely contained within your home, and cannot occupy more than 20% of the interior floor space. You are only permitted to allow one non-residential employee to work in your home, and if you are providing specialized instruction or tutoring, your class size is limited to three. Every jurisdiction (city and/or county) likely has a similar resolution or code; please find the restrictions in your area and review them before deciding if you are able to operate your business from your home in the way you wish. Most of these codes are available online for your convenience.</p>
<p>There is another important issue related to zoning: if you are a member of an association of homeowners or tenants, chances are there may be restrictions on your ability to operate your type of business (or any type of business) from your residence. Make sure you check any agreements to which your property is subject for limitations.</p>
<h2>Licensing Requirements Don't Change</h2>
<p>If you should notice any theme in this article, it is that the law expects you to treat your business like a business, and your home like a home. That rule becomes apparent in the areas of taxation and accounting, but it is also true when it comes to licensing your business and your own business operations. While you would expect there to be one big "licensing" board for businesses in Ohio, that isn't the case. Instead, individual departments have licensing authority over the types of professions that fall within their purview. Fear not: Ohio recognized this problem and created a database that lists each major area of profession and its authoritative agency, as well as directions for applying for the necessary permits (<a href="http://business.ohio.gov/licensing/" target="_blank">http://business.ohio.gov/licensing/</a>).</p>
<p>Additionally, the Ohio Department of Taxation has a series of vendor's licenses that may apply to you (<a href="http://tax.ohio.gov/divisions/sales_and_use/license.stm" target="_blank">http://tax.ohio.gov/divisions/sales_and_use/license.stm</a>). Besides referring to these two resources, place utilize the FAQ sections of these websites. Finally, refer to your local chamber of commerce for free advice on any licensure requirements to which you may be subject.</p>
<p>The important takeaway from this section of the article is that your home-based business is still completely subject to operational and occupational licensing requirements. Unlike the flexibility the Tax Code offers your home-based business, licensing requirements are rarely, if ever, flexible. Your business is still a business, and licensing requirements don't change based on whether your principal place of business is an office downtown or a spare bedroom in your home.</p>
<h2>The Insurance Pitfall</h2>
<p>As we've already discussed, the IRS and your state, city and county will all view your business as a business (have we hammered that point home?). But when it comes to your own personal liability, as well as the safety and financial security if your home, you should be very worried about how your homeowner's insurance company views your business.</p>
<p>Here's the dilemma. Up to this point, you have done everything to properly distinguish the assets and operations of your business from those of a personal nature. As you know, this distinction benefits you when it comes to operations, accounting and taxation. This distinction also makes it unlikely that your homeowner's insurance policy covers any loss or damage to such property, nor does it cover injuries suffered by invitees visiting your home.</p>
<p>Depending on the size and scope of your home-based business, you will probably need to acquire additional insurance that specifically covers your business operations and assets. This is particularly true if you engage in contracting or retail operations, or if you have any manufacturing equipment on your premises. Fortunately, your current insurance company probably offers the additional coverage you'll need. Many carriers have add-on insurance packages that can be tailored to the size and scope of your business. The AARP and The Hartford Group offers a good illustration (<a href="http://aarp.thehartford.com/Insurance/Home-Based-Business-Insurance/" target="_blank">http://aarp.thehartford.com/Insurance/Home-Based-Business-Insurance/</a>).</p>
<p>The important thing is that you inquire with your current carrier. Don't assume your policy will cover your business activities and assets, even if your business is entirely from your laptop.</p>
<p>(Materials in this article have been prepared by Worley Law, LLC for general informational purposes only. This list is for educational purposes and is not to be considered exhaustive. More items could be added to this checklist based upon the type of transaction or industry standards. These materials do not, and are not intended to, constitute legal advice. The information provided is not privileged and does not create an attorney-client relationship with Worley Law, LLC or any of the firm's lawyers. This checklist is not an offer to represent you. You should not act, or refrain from acting, based upon any information in this checklist. Worley Law, LLC maintains offices in Columbus, Ohio, and has lawyers licensed to practice in Ohio and in the United States District Court, Southern District of Ohio. The firm does not intend to practice law in any jurisdiction where the firm is not licensed.)</p>]]></description>
            <pubDate>Mon, 26 Sep 2011 18:29:20 GMT</pubDate>
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            <title>Are you running a Home-Based Business?</title>
            <link>http://worleylawllc.com/blog/are-you-running-a-home-based-business.html</link>
            <description><![CDATA[<div>
<p>.</p>
<p>
<p><b>Are you running a Home-Based Business?</b>                    </p>
<p> By Caroline Z. Worley, Ohio Small Business Attorney, Worley Law, LLC</p>
</p>
<p><b>If so, does the Ohio Home Solicitation Sales Act law apply to your business activities?</b></p>
<p>
<p>Most states have laws that protect consumers of household goods/services from being taken advantage of during a home solicitation sale. In Ohio, if your business is participating in transactions with Consumers (individuals purchasing products or services primarily for family, home, or personal purposes) – then you <b><i><span style="text-decoration: underline;">must</span></i></b> investigate whether The Home Solicitation Sales Act (HSSA) and the Ohio Consumer Sales Practices Act (CSPA) apply your transactions. The HSSA is particularly applicable to <span style="text-decoration: underline;">Home-Based Businesses.</span> The Act does not only apply to sales made directly by home solicitation but also to a business that operates out of an owner’s home and does not have a physical office open to the public. There are severe penalties for non-compliance, including possible rescission of any agreement to provide services or goods, even after you have provided such services or goods to a customer. In some circumstances, a consumer may also be relieved of her/his obligation to pay you. When conducting sales out of your home or meeting a prospective purchaser of services or goods at their home, the Home Solicitation Sales Act may apply to your business and if it does, it must be complied with. If the law applies to your business, a few of the requirements are as follows: If the act applies to your business activities, at the time a sales contract is explained and presented to customer, it must be accompanied by a 3 day notice of the right to rescind the contract. If the Act is not complied with, the customer may rescind the transaction (even after services are completed or goods received) and is relieved of any obligation of payment. Other requirements under this Ohio law require a business to:<br /><br />Give customer a signed copy of the sales contract with 2 copies of a Notice of Cancellation attached; Complete both copies of the Notice of Cancellation and give to customer. Make your own copies of both the executed contract and the Notices of Cancellation; Inform each customer orally at the time the sales agreement is presented/signed, of the 3 day right to cancel. The oral statement must be similar to the attached written Notice of Cancellation.  If customer exercises right of cancellation within the 3 day period, the within 10 days, Vendor must:  refund all payments made; and notify customer whether Vendor intends to repossess any shipped or delivered goods; Retain all Notices of Cancellation in records and envelope in which it was delivered. If there is no date on the Notice of Cancellation, then Vendor must record date of delivery on the Notice of Cancellation.<br /><br />Vendor must not commence services during 3 day period in which the customer may cancel. Noncompliance with the above sections constitutes a deceptive act or practice in connection with a consumer transaction.  If you are not sure if your business is subject to the requirements of the Act, check the Ohio Attorney General’s website regarding consumer transactions. For more info see the Ohio Attorney General website: <a href="http://www.ag.state.oh.us/citizen/pubs/hssa_2003_web.pdf">http://www.ag.state.oh.us/citizen/pubs/hssa_2003_web.pdf</a>. It should be noted that there are many exceptions to the application of the Acts to a business.</p>
<p><b><i>Caroline Z. Worley</i></b><i> is a small business attorney, who represents owners, investors, and entrepreneurs in all aspects of commercial, corporate, and business law, contracts and negotiations, business litigation, and real estate. For more information: Contact Caroline Z. Worley at 614.824.6200, visit her at ohiowomeninbusiness.com or worleylawllc.com or email her at </i><a href="http://worleylawllc.com/mailto:czw@worleyylawllc.com"><i>czw@worleyylawllc.com</i></a><i>. She is located in Columbus, Ohio. </i></p>
<p><i>Copyright © 2009, Caroline Z. Worley, all rights reserved.</i></p>
</p>
</div>]]></description>
            <pubDate>Thu, 30 Jun 2011 13:30:27 GMT</pubDate>
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            <title>The Value of Valuation</title>
            <link>http://worleylawllc.com/blog/the-value-of-valuation.html</link>
            <description><![CDATA[<p>Nothing lasts forever.  Just as there are transitions in “real life”, there are transitions in the life cycle of your business.  Valuing your business in advance of these transitions is a crucial step in maximizing profit and preserving value.</p>
<p>“Things” happen.  Someday you may want to sell your business, and obviously maximize the value you can get from it.&nbsp; Terms and conditions of the sale will greatly depend upon the established value.  Perhaps you may want to start gifting your business shares to children or other family members.  The determination of value of your business for gifting purposes will have an extreme impact on a number of issues, not the least of which is gift tax implications.  Finally, the one inevitable transition you and your business will face is your death.  The advance determination of the value of your business can allow you to plan with tax advisors so that the estate tax won’t be such a surprise that your family needs to sell off your life legacy to satisfy the government’s tax bill.</p>
<p>The determination of value of your business, as noted by any one of the three above scenarios is clearly important and unavoidable, meaning you must have a valuation of your business.  But what type of valuation do you get?  Who does that valuation?  Should your valuation be done by someone who has a financial stake in the outcome?</p>
<p>The concept of getting a valuation, and the importance and complexity of a valuation, can be misunderstood by individuals who have no financial background.  There are the untrained “sales people” who believe that using some sort of industry multiple will instantaneously give you a number to base a sale on.  There are the “Pander bears” that will create a ‘valuation’ of your business at a fraction of the true cost of a valuation and give birth to a number that will please (pander) you.  In both cases, you are actually worse off than you were beforehand.  Instead of just being in the dark as to what your business is worth, you will now have a skewed perception of value. An artificially inflated valuation can impede sale and an unfairly depressed value can cause you to leave an untold amount of money on the table.&nbsp;</p>
<p>Given the three above scenarios necessitating a valuation of a business, with one of them absolutely inevitable, does it make sense to trust the most important single number to you and your business to an untrained or lowest cost individual.  This is because the resulting value will have to be defended, either with the potential buyer, or with the IRS.</p>
<p>The professional valuation analyst will have an intimate knowledge of the business that not only creates a sound and defensible valuation number, but also allows the valuation analyst to discover the unique value drivers of your business.  These value drivers are the key elements that allow the valuation analyst to understand your business position relative to the other competitors in your domain. The discovery and analysis of the value drivers in your business will position the business owner to exploit strengths and correct weakness which will result in increasing the value of the business.</p>
<p>Keep in mind, value drivers are NOT ratios.  The inventory turnover ratio and the current ratio, to name only two, are symptoms of the state the business is in.  Measurements do not tell the whole story.  By way of analogy, you go to your doctor and he tells you that you have high blood pressure (the financial ratio).  However, why is your blood pressure high, what can be done about it, what sort of life style or dietary changes do you need to implement to improve your blood pressure (the value drivers).  The professional valuation analyst goes beyond the raw numbers into detailing and understanding the essential components of the business.  This type of thorough work creates a defensible value and provides information to the business owner to implement specific steps over time that will enhance the value of their business.</p>
<p>Value drivers also allow the owner to understand how his business compares to his competitors.  All of you must contend with other businesses that want your market share and will go to great lengths to get it.  The understanding of competitive advantage, why your inventory turnover is above or below your competitors, the nature of your workforce, understanding your customers/clients and how they perceive your product/service, all assist in understanding your competitive position.  The understanding of these types of value drivers, and many more, are and should be an integral part of a business valuation.</p>
<p>There are also those intangible value drivers that can profoundly impact the operation, and hence value, of your business. These intangible value drivers are not measurable by any traditional accounting methodology or ratio.&nbsp; And although these intangible value drivers don’t appear on the balance sheet, they are as real of an asset to your business as those assets that are listed on the balance sheet.&nbsp;&nbsp;&nbsp;&nbsp;</p>
<p>The use of multiples to ascertain your business value is an unsubstantiated approach that does not provide the owner with knowledge of his business’ value drivers. The&nbsp;&nbsp; approach of reviewing industry standards (which typically includes companies that have nothing in common with yours) to ‘arrive’ at ‘value’ does not provide knowledge as to value drivers either.&nbsp;</p>
<p>The cost of a professional business valuation is an investment in your business.  It is the spending of a dollar that can result in multiples of dollars being created through greater efficiencies in operations.  The professional business valuation positions you to make a determination of value that assists in the subsequent sale of the business. The professional business valuation positions you to have your CPA prepare a gift tax return for the gifting of shares that is defensible with the IRS.  The professional business valuation positions you to know the value of your business that in the event of your death a plan will be in place to satisfy the estate tax bill.</p>
<p>Other essential business planning activities, such as a Buy/Sell Agreement, benefit from a valuation. A valuation formula can be developed that can assist in the buy/sell agreement being able to withstand court scrutiny during litigation, such as in the event of the divorce of one of the business owners.</p>
<p>Operating a business without knowing its value, and how that value can be enhanced over time, is akin to operating a ship at sea without navigation.  We know we’re moving, but in what direction, where are the other ships, what sort of hazards lie ahead that we are unaware of? Ask the captain of the Titanic how that worked out.</p>
<p>In future articles, I will address some specific value drivers and some general aspects to them.  But keep in mind, I’m writing in generalities.  Your business is not a generality, it is a specific and focused part of your life, with your unique characteristics, the unique characteristics of your partners and employees, the unique routines and operating systems of your business, the unique characteristics of your products/services and your customers/clients and the unique domain that you and your competitors operate in.</p>
<p>Lift the fog and discover more of your business and its environment. There may be icebergs lying ahead.</p>]]></description>
            <pubDate>Thu, 30 Jun 2011 13:18:37 GMT</pubDate>
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            <title>W.O.W. Your Customers Make Them Smile and Feel Special – 6 Examples</title>
            <link>http://worleylawllc.com/blog/wow-your-customers-make-them-smile-and-feel-special-6-examples.html</link>
            <description><![CDATA[<p>What is exceptional customer service anyway? The United States Thesaurus states exceptional means outstanding, excellent, brilliant, extraordinary, or incomparable.</p>
<h3>When was the last time you…?</h3>
<ul>
<li>&nbsp;Received exceptional, extraordinary, or incomparable customer service? </li>
<li>Were surprised or delighted by a company or service provider going beyond your expectations?</li>
<li>Felt important or valued after making a purchase?</li>
<li>Were treated so well that the service made you smile or feel special?</li>
<li>You walked away saying WOW!</li>
</ul>
<p>W. O. W stands for Wonderful, Outstanding and Way beyond what you ever expected!<br />In my experiences the W.O.W. factor is hard to find.&nbsp; &nbsp;</p>
<p>It is often said that up to 95% of businesses will fail within their first five years. If a business lacks customers, it can no longer exist.&nbsp;&nbsp; 68% of customers will leave due to the attitude or indifference of the Service.<sup>1</sup>&nbsp;&nbsp; The good news is that 68% of customer retention is within our control. Read on to learn 3 reasons to provide W.O.W service, 3 companies leading in customer service and 3 personal ways that I have been W.O.W.ed.</p>
<br/>
<h3>Here are 3 big "R" advantages for providing exceptional customer service to retain customers:</h3>
<p>1.&nbsp;&nbsp;&nbsp;<b>Reduce Costs</b>&nbsp;- It costs us 6-7 times more to get a new customer than to keep our existing.<sup>2</sup><br />2.&nbsp;&nbsp;&nbsp;<b>Raise Sales</b>&nbsp;-Repeating Customers spend 67% more<sup>3</sup><br />3.&nbsp;&nbsp;&nbsp;<b>Recurrence Generates Referrals</b>&nbsp;- a loyal customer typically will refer up to 7 people after they make 10 purchases. <sup>3</sup></p>
<p>Satisfied customers stick around longer, cost less to service, and are easier to maintain.&nbsp; Additionally, they pay less attention to what your competitors are doing because.&nbsp; Conversely, dissatisfied customers tell 9-12 people about a negative experience.&nbsp; Often times we do not even know that our customers are unhappy because only 2% will tell you.&nbsp; The majority of customer switchovers occur without a customer ever telling you.3&nbsp; Think about strong brands that have built a business around a strong customer focus – small business owners to large corporations alike can draw from the same core principles for stability and success.</p>
<br/>
<h3>Here are 6 examples of companies leading in exceptional customer service:</h3>
<p><b>1. Nordstrom's&nbsp;- "offering the best possible service, selection, quality and value."</b><br />Nordstrom's, started in 1901, has a longstanding reputation for fanatical customer service. Their entire business model revolves around sustaining a customer-focused culture. My daughter worked for Nordstrom's for several years, so I was able to observe their unmatched customer service and customer retention practices.</p>
<p>Brand loyalty was ingrained in Rayna as early as her interview, when the hiring manager said, "This might be the only interview you need to go on in your entire life." The seed was planted for a long-term career vision; pride in company was passed on.&nbsp; This loyalty has a positive impact on how "Nordies", Nordstrom employees, treat the end customer.</p>
<p>Nordstrom's does not have a cumbersome policy and procedure book. Their values dictate the rules:</p>
<ul>
<li>Do what it takes to make the customer happy.</li>
<li>Use your best judgment.</li>
<li>Smile even if the customer does not deserve it.</li>
<li>Look for opportunities to be a customer hero.·  "Heroics" – employees who witness a colleague providing excellent  customer service are encouraged to write up a description of what they  saw.</li>
</ul>
<ul>
</ul>
<p>Some of my favorite heroic stories are:</p>
<ul>
<li>A Nordstrom's sales person delivering a suit to a time-crunched customer's hotel</li>
<li>Ironing a shirt for a customer who had a meeting that afternoon</li>
<li>Wrapping a gift for a customer that was purchased at Macy's</li>
<li>Warming a customer's car in the winter for a customer while the customer finished shopping</li>
<li>Knitting a shawl for an elderly customer who needed a special length to clear the wheel chair spokes</li>
<li>Selling a customer two different shoe sizes</li>
</ul>
<p>What can you do to go out of your way for your current customers? Can you make a positive connection? Make them smile? Make them laugh?</p>
<p>2. <b>Southwest Airlines</b> stands for freedom [to fly] and we are committed to proving our Customers something different in airline industry: everyday low fares and superior Customer Service.&nbsp; With this simple focus they have survived through bad times and good&nbsp;- price hikes, escalating fuel prices and more.&nbsp; They strive to be friendliest service in the sky.</p>
<p>I am a fan of Southwest Airlines and some of the special ways they W.O.W me are:</p>
<ul>
<li>Resisting the added baggage fees when the other airlines have</li>
<li>Sending customers an anniversary card</li>
<li>Rewarding customers with a loyalty rewards drink coupons</li>
<li>Having humor and dignity when talking to their customers in flight. Their culture has a fun spirit.</li>
</ul>
<p>3. <b>Walt Disney</b> is a magical place that describes its environment by stating, <b>"We create happiness." </b><br />They capture the customer's imagination.&nbsp; The average family will save up to three years for a trip to Disney World.&nbsp; Disney World acknowledges that the guest expectations are for the park to be clean, friendly and fun. Every employee is responsible for exceeding these expectations. What do your customers expect from you? Can you creatively exceed these expectations?<br />You don't need to be a Nordstrom's, Southwest, or Disney World employee to create a W.O.W. response.<br />Here are 3 more W.O.W experiences that I had recently that might inspire you to think of your own W.O.W. opportunities:</p>
<p>4. <b>Amel's Restaurant</b>, Pittsburgh, Pa.&nbsp; My husband and I returned to a restaurant that we went to when we were dating. We shared our story with our waiter-we were there visiting, we moved away, and we were there thirty years ago as boyfriend and girlfriend. Next he showed up with a glass of wine on the house for us to celebrate. After our meal, we were W.O.W. ed when the server brought a special dessert and had written (in chocolate syrup) around the plate "Welcome Back".&nbsp; Last the owner came over to personally acknowledge us. We were so touched by the way they made us feel that we bought a gift certificate so that we could send our friends there.</p>
<p>5. <b>Cheesecake Factory</b>&nbsp;- During a recent business trip to the east coast, while speaking at an International Women's Conference, myself and two other speakers had our flights cancelled. We went to dinner a little dispirited by our delay and mentioned our plight to the server. She quickly empathized and offered us to stay at her home. We did not accept however yet were touched by her response. &nbsp;</p>
<p>We wanted to share an entree.&nbsp; Whereas some establishments charge a fee for meal-shares or simply ban it, our waitress offered us another piece of fish to make our meal share-able without requiring us to order more than we wanted.&nbsp; Her general attitude was so accommodating that I reported to her manager that she had exceeded our expectations. He replied, "That is great to know, because we reward our staff with a free dinner certificate each time a customer compliments them. And they get a free meal for each compliment."</p>
<p>6.&nbsp; <b>Fed Ex Kinkos</b>&nbsp;- I was making a display board for a presentation and was having difficulty mounting the items on my display board. The employee saw that I was having trouble.&nbsp; In seeing this, he promptly helped me measure my board and equipped me with the right adhesive. It took longer than both of us thought so when the employee said "we normally charge for this service however this time I will not," I was certainly impressed. I would have gladly paid for his time however the fact that he went out of his way without charging made me want to tell everyone.</p>
<p>FedEx Kinkos is not the least expensive place to get copies however I happily pay a little more in a pinch because of their service.&nbsp; They have saved me so many times in a pinch before a presentation. I have sent them documents in the middle of the night that needed finished and delivered by morning.&nbsp; It is a good idea to build a relationship with your local Fed Ex Kinkos. &nbsp;</p>
<p>About a week later, I got a follow up call with a short survey about my experience. On a scale from 1 to 10 they wanted to know if I was satisfied with the service I had received. They got a perfect 10+ plus from me.</p>
<p>Each of these examples W.O.W.'d me. They found a way to deliver Nordstrom, Disney and Southwest level of service by paying attention to my needs and making me smile and feel special. They gave me more than what I was expecting and they were memorable.</p>
<br/>
<h3>Remember your customers and be memorable to your customers.</h3>
<p>Consider the varieties of ways you can reach someone in a personal way: by letter, email, phone, face to face. How can you create a W.O.W experience?</p>
<p>©&nbsp; 2010 All Rights Reserved.<b> Barb Girson</b> Original Work&nbsp; &nbsp;<br />Edited by Robyn Girson</p>]]></description>
            <pubDate>Mon, 27 Jun 2011 15:42:02 GMT</pubDate>
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            <title>Inventorship </title>
            <link>http://worleylawllc.com/blog/inventorship.html</link>
            <description><![CDATA[<p>
<p>You have just invented a new device that will sell like hotcakes.  Your friend helped you put together a prototype, and you really like your friend – so much that you want to list her on the patent application.  But should you? </p>
<p>Maybe.</p>
<p>While an <i>author</i> is typically included on a publication for performing experiments, writing the manuscript, or even as recognition of support, an <i>inventor</i> is one who actually conceived the invention.  He/she must have contributed to the idea (or a part of the idea) of the invention disclosed in the patent.</p>
<p>To better understand, consider the following examples:</p>
<p>1) An employee constructs a new molecule or a component part according to a plan devised by her supervisor. She was merely following the directions of her supervisor. She is not an inventor.  Her supervisor is the inventor.</p>
<p>2) An employee discovers an additional feature that will give an invention another useful purpose.  If the new feature is claimed in the patent application, the employee has contributed to the conception of the invention and, as a result, is an inventor.</p>
<p>Only the claims define the patent owner's rights.  If there is inventive concept owned by one inventor disclosed in a patent but not claimed in the patent, that inventor should not be listed on the patent.</p>
<p>Listing the right inventors is import for several reasons.  First, in the U.S., failure to correctly list <span style="text-decoration: underline;">all and only</span> the actual inventors may lead to invalidity of the patent.  In addition, all inventors on a patent are awarded equal rights - regardless of the amount of individual contribution to the invention.  Each named inventor on a patent has the right - without the consent of others - to exclude others from making, using, selling, offering to sell, importing or importing a product or  process claimed in the patent.  So take care to correctly name the inventors for your patent submissions.</p>
</p>
<p>© 2011, Melanie Martin-Jones</p>]]></description>
            <pubDate>Thu, 23 Jun 2011 19:05:37 GMT</pubDate>
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