7 Tools You Need in Your Legal Toolkit

Growth isn’t going to happen for your small business unless you have the right framework in place to support your operations. This includes having the right legal contracts and documents on hand to ensure your firm is protected with customers, employees, and even your co-owners.

Growth isn’t going to happen for your small business unless you have the right framework in place to support your operations. This includes having the right legal contracts and documents on hand to ensure your firm is protected with customers, employees, and even your co-owners.

During a recent COSE WebEd webinar, Sharon Toerek, principal of intellectual property and marketing law firm Toerek Law, outlined seven important types of legal tools every small business owner needs to make sure are in their legal toolkit.

  1. Choose and Document a Legal Structure

First, choose the legal structure that is appropriate for your business (a sole proprietorship, partnership, or entity like a corporation or LLC).  Keep in mind that if you don’t select one, you’ll automatically be considered a sole proprietor (if one owner) or a partnership (if more than one owner) for legal purposes. Then, make sure your company has the proper documentation to support it, such as bylaws, a code of regulations, or an operating agreement. These documents are important because they prove and define your legal structure and liability. Also, before they can provide any sort of capital assistance, bank officials are going to want to make sure a correct corporate structure is in place.

  2. Keep Track of Relationships

It’s critical to document all of a business’s relationships—both inside and outside of the company—in writing.  If the business has more than one owner, do you have documents that detail how that relationship can be unwound if necessary? How are you going to value the share the departing owner holds if they are bought out? Businesses should have a buy/sell document on file that states exactly how such a situation will be handled. And don’t forget to include wording on whether a non-compete or non-solicitation promise will come into play if someone leaves the business. If two businesses collaborate on a project, such as in a joint venture, the roles and responsibilities of each party should be clear and defined in writing.

  3. Handling Customers

Sure, handshakes are important. But don’t enter into any deals with customers based solely on a handshake. Have something in writing that spells out the conditions of your relationship with the customer. For example, if you’re a service firm, use a service agreement that indicates your fees, the services the company is agreeing to provide, when the customer will pay, along with other relevant terms. Also, remember to state in the agreement what happens if a customer doesn’t pay, or isn’t paying in a timely fashion, such as recovering collection costs and attorney's fees.

  4. Employment Law Documents

Even the smallest company should document its employment relationships and policies in writing in either an Employee Policy Manual, an Employment Agreement, or both.  Try to create these employment documents to be able to accommodate growth in the business, and review and update them periodically. Also, make sure job descriptions are up to date and consider whether the company needs additional policies to cover such issues as a zero-tolerance policy on workplace violence, discrimination and harassment, or accommodations such as employee telecommuting or employee personal device use.

5.  Employment Law Postings

Businesses need to make available, in a place accessible to all employees, postings of certain employment laws. These include:

  • EEOC Notice
  • Wage and Hour Law Notice
  • FMLA Requirements and policies
  • OHSA documents
  • Child Labor rules
  • company polygraph policy (if applicable)

6.  Government Filings Required for Employees

In addition to the employment law postings you have to display, don’t forget about the various filings that are required as well for each of your employees. These include:

  • Reports to the IRS, state and city tax authorities on income
  • I-9 Reports
  • Ohio New hire reporting

Be sure to have all forms or related reporting websites handy so you don’t have to start from scratch with these forms every time you bring someone new on board.

7.  Thinking about IP

Every small business has some intellectual property, including, for most, your customer list and your goodwill and brand. Do a trademark search (a federal search, especially if you conduct business online or outside of the state). A good place to start this search is with the U.S. Patent and Trademark Office’s website at www.uspto.gov/. Keep in mind trademarks are classified by category, so it’s possible for a lawn care company to have the same trademark as a consulting firm. Also, for businesses that rely on freelance help, it’s critical to have a written agreement in place that indicates you own the rights of any assets created by an outside freelancer or contractor. Finally, remember to have a confidentiality policy to protect company trade secrets like customer information or proprietary products or processes – this information can only be a trade secret if it’s carefully maintained.

Interested in learning more about COSE’s WebEd Series and other events? Visit www.cose.org/events

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  • Next up: ‘A Day in the Life’ of a Hyland Solution Developer
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  • ‘A Day in the Life’ of a Hyland Solution Developer

    Curious what it’s like to work at Hyland, creator of OnBase? Not play badminton in the atrium or order the daily special from the diner. I mean work at Hyland. Do amazing work and feel great about it. Our new blog series, A Day in the Life, explores what it’s like to work at Hyland, in one of a hundred different disciplines. Today we chat with Tom Alspach, a Hyland solution developer.

    Curious what it’s like to work at Hyland, creator of OnBase?

    Not play badminton in the atrium or order the daily special from the diner. I mean work at Hyland. Do amazing work and feel great about it.

    Our new blog series, A Day in the Life, explores what it’s like to work at Hyland, in one of a hundred different disciplines.

    Today we chat with Tom Alspach, a Hyland solution developer.

    OnBase Blog (OB): Tell us a little bit about yourself and how you came to Hyland.

    Tom Alspach (TA): I graduated with a degree in MIS and worked at two small companies doing custom software development and consulting work in the Cleveland area before Hyland. I was aware of the company as I had friends working here, but was always concerned of losing my identity in a larger company, so I didn’t seriously pursue moving initially.

    OB: How did you choose your career path?

    TA: It took me a while to settle on what I’d really like to do, but MIS was a perfect fit. I really enjoy technology, as well as building things, so software development was a good choice. I found out early on that I really enjoyed helping customers solve their problems. Having some business knowledge in combination with technical knowledge has fulfilled that.

    OB: What kind of education and experience did you need to land your role at Hyland?

    TA: I attended a Hyland tech fair one summer on the recommendation of a friend. Basically to “give it a try.” I ended up talking for a long time with the person who is now my manager. I loved how he described the job and company. It changed my mind on what coming to a large company would mean.

    We obviously work as part of a larger whole, but our group is small and close-knit. That made it a comfortable transition for me.

    For my position, individuals with a technical degree and programming experience are desired. The technologies we touch vary from project-to-project.

    OB: What technology do you closely work with?

    TA: We work pretty closely with Microsoft technologies, but we can pretty much hit anything depending on the customer. In our role, it is relatively rare that we develop directly against a database, but not unheard of (typically SQL Server or Oracle).

    The languages and technologies we use are really determined by the project. They can be anything from C# to BizTalk to web-based technologies (and many in-between).

    OB: What projects are you working on and what do you spend the majority of your time doing?

    TA: I am in an uncommon scenario for our group. I am on a dedicated project and have been for 15 months. Usually we’re on several shorter projects at a time.

    It’s a web-based HR onboarding/offboarding solution that integrates with OnBase as hosted by our cloud services offering.

    I spend a majority of my time doing development work, though my days vary depending on what part of the release phase we’re in.

    My duties are similar, however, to most of our group’s projects where we’re responsible for discovery, implementation, testing and go-live.

    In my time at Hyland. I’ve done AP integration work, college admissions projects, custom websites and web-services, signature pad development – it’s really all over the board. That’s what I love about my job.

    OB: What are some of the common misconceptions associated with your job?

    TA: I’m not sure if I’ve heard of one! If I had to name something it might be that we just do integration and scripting work.

    OB: What is most enjoyable about your job?

    TA: I love developing relationships with co-workers and customers and building something that really helps them day-to-day in their business.

    OB: What are some personal tips for doing this job well?

    TA: Having the desire and ability to pick-up new technologies quickly is an important skill. A good balance of communication and technical skills is also a must, since we’re responsible for interacting with the customer to get their requirements, as well as actually doing the software development following.

    OB: What is the worst part of your job? What helps to deal with it?

    TA: The nature of our job – installations, upgrades, and so forth – makes it necessary to sometimes do that work off-hours. It’s not frequent, but it does occur. There is always flexibility given around late nights/long hours to maintain balance.

    OB: What is your advice for people who are interested in this position?

    TA: Nothing beats experience, but I’ve also seen our group bring on people with expertise in one or two areas. In the end, it’s a desire to learn and contribute. If the job sounds exciting, I’d recommend applying.

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  • Next up: A Night at the Nerd Oscars
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  • A Night at the Nerd Oscars

    OHTec’s 11th annual Best of Tech Awards took place April 27 at Trinity Cathedral and attendees were quick to jump to Twitter to share their thoughts about the big event.

    April 27 was a night for the nerds. That’s when OHTec’s 11th annual Best of Tech Awards (lovingly referred by all as the Nerd Oscars) was held inside Cleveland’s Trinity Cathedral.

    RELATED: Check out a list of who won what at the 2017 Best of Tech Awards

    With such a tech savvy crowd, it may come as no surprise that the attendees shared their experience during the awards ceremony on Twitter. Check below for a Twitter-based recap of the night’s events!

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  • Next up: Coping with COVID-19: A Pandemic Strategy for Your Small Business
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  • Coping with COVID-19: A Pandemic Strategy for Your Small Business

    While the scope and severity of this pandemic caught most of us by surprise, the next one better not. So, create a crisis plan for dealing with the next one and surviving it. Here are six potential components of that plan.


    So, this is our new Covid-19 reality. Many COSE businesses are temporarily surviving with some or all the staff working from home. Some are closed with dim prospects for ever reopening. 

    Some businesses are even flourishing—those whose products or services are in greater demand now than they were in February, like florists, take-out-only food shops, commercial cleaning firms and liquor stores.  

    The rest of us hunker down and wait for this crisis to pass so we can get back to as much normal as we’ll ever see again. 

    While the scope and severity of this pandemic caught most of us by surprise, the next one better not. So, create a crisis plan for dealing with the next one and surviving it. Here are six potential components of that plan:

    Crisis planning component no. 1: Have a solid understanding of your business insurance. While many business interruption policies exclude pandemics, some might. It’s important to check with your provider. Determine if more and/or better insurance coverage is available and makes sense to protect your business.

    Crisis planning component no. 2: Develop a detailed process for converting parts or all of your operations to staff working from home. This won’t work for most manufacturers unless they are producing essential products, but parts of the business might be able to function remotely. And create safe social distancing for those people still working on site.

    RELATED: Five tips to make working from home work for you.

    Crisis planning component no. 3: Consider your current staff. If you anticipate losing some people who won’t be available when the crisis is passed, start thinking about where you would look for replacements. If you have a file of unsolicited but worthy resumes, reach out to those people to see how they’re doing … just in case. Even consider scanning the primary job boards to see who is out there.

    Crisis planning component no. 4: Reinvent your business. Determine if your company can switch gears and produce medical supplies needed to battle a future pandemic. If so, create a process for that conversion.

    Crisis planning component no. 5: Create a crisis communication plan for reaching out to your customers. Since the COVID-19 pandemic has only been affecting what we do for less than two months, it’s not too late to check in with them if you haven’t already done so. Ask how they’re doing and what they’re doing differently.

    Crisis planning component no. 6: Continue to check in. If your business still provides some products or services, let customers know what you can do for them and follow up with an email. If you had to stop completely, indicate when you think you might be open again, even if it’s a big guess. If you’ve identified sources of relief or resources, share that information. Depending on what you discussed, plan to check back in with them periodically during the quarantine period.  

    RELATED: Read more from Phil Stella.

    A crisis of this scope and magnitude can bring out the best of us. It can also bring out the worst. Do what you can now to cope with it and be better prepared for the next one so you bring out the best in you and your team. No excuses next time.

    ‘That which does not kill us makes us stronger!’  Friedrich Nietzsche, 19th century German philosopher, poet and influential scholar

    Phil Stella runs Effective Training & Communication, http://www.communicate-confidently.com/, 440 449-0356, and empowers business leaders to reduce the pain with workplace communication. A popular trainer and executive coach on writing, communication styles and sales presentations, he is also on the Cleveland faculty of the Goldman Sachs 10,000 Small Businesses program.  

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  • Next up: ABC’s of LEDs: Debunking Myths
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  • ABC’s of LEDs: Debunking Myths

    Lingering (untrue) myths about LED lighting are holding some companies back from making the switch to the cost-saving lighting source.

    As an energy efficiency company specializing in LED retrofit to drastically cut operating expenses, it is surprising how often business owners and facilities operators view of “conventional wisdom” does not meet the definition—the view and practice follows a path that is neither “conventional” nor “wise.” From predicting the winner of next year’s sports champions to predicting next week’s stock market, “conventional wisdom” can lead you astray. Let’s explore some of the history and myths related to the subject of LED Lighting in respect to cost saving retrofit opportunities. (The various sports teams’ destiny can be worked out in a separate effort).  

    It seems nearly everyone today has heard something about LED lighting. From flashlights to computer and TV screens, from light bulbs to headlights in cars, it’s as if the whole world is to be lit by LED in one form or another. This technology is everywhere because of a much longer lifespan, no mercury content, instant on and flicker-free capabilities, and delivering higher efficiency and operating cost savings than traditional light sources.  

    A LED is a light emitting diode, a semi-conductive, solid-state device. Did you know the phenomena of electroluminescence from a diode was first reported in 1907 by Henry Joseph Round in a publication titled Electrical World? Round was the personal assistant of G. Marconi, and while performing vacuum tube experiments to support long distance radio communication, came across the phenomena. He reported it and further research was accomplished in 1927 by Oleg Vladimirovich Losev in a work that was referenced by future scientists.  

    Also, did you know the first practical application for visible red LEDs was made in 1962 by General Electric, with the lighting application being calculator displays for Hewlett Packard? Or that blue LEDs did not arrive until 1993 when Nichia Corporation of Japan brought the technology to mass production; and this step also enabled white light LED?  

    At the end of 2015, there was an explosion in LED technology. But, even so, if LEDs and Solid State Lighting (SSL) products are so great, why doesn’t EVERYONE switch to SSL products immediately, which would mean doing away with traditional light sources of incandescent/halogen, fluorescent and CFLs, and all HID lamps (Metal Halide, High Pressure Sodium, etc.)? Our world would be lit by green technology, comparatively energy efficient, and we could go on with the bliss of the collective achievement to better everything in sight with the saved Operating Expense (OPEX). Right? Well, not so fast. There're is a word describing why we do not switch immediately.  

    One Word: myths. So, let’s take a look at four of these Myths.  

    Myth #1: All SSL Products are basically the same.  

    Debunked: LED diode/chips and SSL products vary drastically in light quality, lifetime, and light output.  

    A SSL product relies on many components. Just because it is an LED-based lighting product, that alone does not mean it is any good. LED chips, heat sinking (thermals), power/driver electronics, optics, and controls all have to be designed to work together. These things must be optimized to deliver the required light levels, meet the organizations efficiency and budgetary needs, and last as long as promised.  

    Best Advice: Look for testing reports on the LED components, such as LM80. Ensure mechanical construction (corrosion resistive components, etc.) and driver electronics of the fixture have a reputation for high quality, and can ensure your product will adhere to the same high standard. Look for performance data of the fixture/lamp, such as LM79. LM79 will expose the performance difference between SSL products in terms of efficiency. If these items are difficult to gain/understand, seek another supplier.  

    Myth #2: LEDs and SSL products do not work well in high temperature areas.  

    Debunked: Well-designed SSL products are made to operate across a broad environmental range.  

    During high temperature testing by independent labs, LEDs have shown to perform equally as well as fixtures lit with fluorescent and HID lamps. Product design quality matters, and a SSL product that manages its heat dissipation well is a prerequisite. A good indication of the SSL products’ thermal performance is to see the thermal data generated from the LM80 testing report. LM80 is a standard conducted by third party NAVLAP qualified testing facilities. SSL manufacturers and distributors should have access to this information.  

    It is also important to note LEDs work extremely well, without warm-up time, in cold environments, such as cold storage of warehousing environments.  

    Best Advice: Look for testing data to substantiate a broad operating temperature rage. Most quality suppliers have tested product reliability, and would be capable of sharing this information.  

    Myth #3: LED and SSL products will always drop in price, so it pays to wait.  

    Debunked: Waiting for prices to drop will cost you more money.  

    While it is certainly true SSL products have experienced significant price erosion during the past five years, most major price decreases have already occurred. Any further decreases will likely be incremental, and there are still commodity materials used in the products. Operational cost savings typically far exceed any modest price modification.

    Here is an example: Using $0.10 / kWh, 18hrs/day Burn Time, compare a 6-Lamp T8 High Bay vs. LED Tubes:  

     Annual Energy Cost
     6-Lamp T8 Fixture
     LED T8 (12W, 140LPW)
     Annual Energy Cost Savings

    Even if LED T8 Tube prices drop an unrealistic $5 per tube over the next year, it would save $6 x $5 = $30 in product cost, but you would still spend $62 per fixture ($92-$30) during that year.  

    Best Advice: It makes no sense to wait. Start an evaluation to retrofit your facility to LED today.  

    Myth #4: There needs to be a budget  

    Debunked: Budgeting Processes cost you money.  

    As companies weigh the options on how to best spend an allocated maintenance budget, the organization loses money every time in the form of operational expenses because of lighting. Energy Financing is a method to use the saved operational expense an LED Retrofit project creates as cash flows to pay for the project through time. A Capital Lease program can be administered to use the concept of energy financing.  

    At times, we do not think of a Capital Lease for an item such as Lighting. But why not? Businesses use leasing agreements all the time on computers, cell phone and IT services, furniture and other office equipment.  

    Things to consider are no upfront cash, no origination or closing costs, being cash flow positive from day 1, and flexible leasing terms. There are different terms available within a capital lease, so be sure to look for many options.  

    Best Advice: It really makes sense to investigate using Energy Financing and the Capital Lease to speed up savings.  

    Mark Kelly is executive director, national accounts/energy solutions for LEFF Electric.

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  • Next up: Accessing Capital for Efficiency and Renewable Energy Projects
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  • Accessing Capital for Efficiency and Renewable Energy Projects

    Since 2017, the COSE Interest Rate Buydown Program has invested $123,403 in 8 small business energy efficiency projects that have resulted in 1,728,372 kWh savings across the 300,000 square feet of commercial space. These projects have generated $1.3 million of total development.

    Featured Project: Lee Silsby Compounding Pharmacy 

    Lee Silsby Compounding Pharmacy is one of the largest and most respected compounding pharmacies in the country with a new location in Beachwood coming soon.

    COSE performed a comprehensive (ASHRAE Level II) energy assessment of the 20,620 square foot former bus garage to assess the potential for cost effective Energy Conservation Measures (ECMs) (a $3,000 value, paid for by FirstEnergy and an exclusive benefit to COSE/GCP members). 

    Working with a raw space with intended new usage, the COSE Energy Team identified 23 main ECM’s for consideration during the retrofit to provide the maximum utility and O&M expenditure reduction.

    Extensive upgrades are being made to the building to accommodate the Pharmacy, including LED lighting and HVAC. 

    Benefits of working with the Energy Team included:

    • Captured $2,698 in cash rebates for lighting; 
    • Leveraged COSE’s Interest Rate Buy-down Program and saved $68,422 on its loan for LED lighting and HVAC measures through KeyBank (a 3.5% interest rate reduction) 
    • Lee Silsby leveraged more than $73,000 in total value through their relationship with the GCP/COSE energy teamFeatured Project: Lee Silsby Compounding Pharmacy 

    Contact the COSE Energy team today to learn more about the program at 216-592-2205 or email energy@cose.org

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