By Philip L. Marcus

I have often shouted in my “ezine” “Get it in writing.”  But there is a go-with to that which goes, “Understand the writing.”

I bring this up because so often these days someone needing a contract or similar document will find a form on line and blindly use it.  Even lawyers will succumb to this seduction.

Let me tell you a story—a true one, but I don’t even know the names because I heard the story from another lawyer.  Some time ago all the shareholders in a small corporation signed a shareholder agreement.  It provided that a majority of shareholders could ‘drag along’ a minority into a deal to sell all the shares for a price certain per share.  My friend’s client is not happy but would go along, except … The drag-along said that all shareholders would have the same “terms and conditions” in such a sale.  What does that mean?  Well, what the buyer wants is every shareholder to sign a non-competition agreement.  Buyer does not want some shareholders (I think it is a high-tech startup) starting another startup the next day doing the same sort of research and development.

A bunch of lawyers on a forum have been debating all day as I write this whether a court will enforce the “terms and conditions” to include a non-compete and they aren’t even being paid to debate.

My point is some people, maybe all the shareholders, signed the ‘drag-along’ without understanding how broad terms and conditions” could be.  It seems no one thought to limit what could be the subjects of the terms and conditions.

Take-home lesson: if you run into a phrase or word you do not understand in a contract, take it to a lawyer before you sign it.  Am I pumping up business for lawyers?  Sure.  Would you rather not spend the money and get sick to your stomach later when you find out how screwed you are.  Hey, it’s your money and your stomach.

Read my other (often more detailed) articles at http://www.negotiationpro.com/Articles.html.

Philip L. Marcus is a Maryland lawyer now living in Beaverton OR.  His Oregon legal practice is limited to copyrights, trademarks and federal trade secret law.  See www.YourIPLawyer.com.

Reviewed by Dave Chin

Patrick Lencioni offers another interesting fable of a newly hired executive struggling to take the reins of a troubled company and create a functioning executive team. Kathryn Petersen, Decision Tech’s CEO, faces the ultimate leadership crisis: Uniting a team in such disarray that it threatens to bring down the entire company. Will she succeed? Will she be fired? Will the company fail? Lencioni’s gripping tale serves as a reminder that leadership requires as much courage as it does insight.

This is a fascinating and easy to read story where one gets to know the characters and participate in their business decisions. However, if you just want to learn about better teamwork, skip to the final chapters where Lencioni provides a powerful model for diagnosing the five dysfunctions of a team, along with actionable steps to overcome these common hurdles. The model is a pyramid, building from the bottom, up.

Each dysfunction contributes to the next. Absence of trust brings on fear of conflict and so on.

I find Lencioni’s advice to be clear, concrete and highly effective. I teach my clients these concepts. They appreciate the insights and learn quickly how to turn their own dysfunction (every team has some) around. With new awareness they begin to work more successfully as a team.

Get your own copy at Amazon.com

Dave Chin is an ActionCOACH of Portland business coach and long time Beaverton Chamber member. Have questions about the book? Contact Dave @ dave@actioncoachofportland.com or (503) 645-0592.

What’s Stopping Somebody from Stealing Your Brand?  How to use trademarks, copyrights and patents

Presented by Phil Marcus, Copyright & Trademark Law Center

June 6th (7:30AM) 

Your logos, trade name, color schemes and tag lines that you use to mark your packages, brochures, cards, website and everything else are what identify you and set you apart from competitors.  Yet if you do well in business you become a target for brand thieves, trying to pass off their goods or services as yours.  (Be thankful you are not Coach Leather® or Prada®, for examples.)  But if you do things correctly you can use the law to protect your brands, as Coach and Prada do. 

 What you will learn:

• How the protection from registering a trade name with a state is limited.
• How you can protect a graphic logo inexpensively with a design copyright, but with some chinks in your armor.
• What makes for a trademark, how one acquires the right to a trademark, how one registers it and keeps it registered and why registration matters?
• What is the difference between a copyright and a trademark, and how do the two laws complement each other.

Business Matters is a PRO*Development event. Check out PRO*Development for more professional development events available through the Beaverton Area Chamber of Commerce.