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	<title>Townsend Lockett</title>
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	<link>http://townsendlockett.com</link>
	<description>From Start to Finish 360 Degrees of Service</description>
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		<title>What Is Equity Financing?</title>
		<link>http://townsendlockett.com/2013/05/31/what-is-equity-financing/</link>
		<comments>http://townsendlockett.com/2013/05/31/what-is-equity-financing/#comments</comments>
		<pubDate>Fri, 31 May 2013 15:40:15 +0000</pubDate>
		<dc:creator>Travis Townsend</dc:creator>
				<category><![CDATA[Townsend Lockett Blog]]></category>
		<category><![CDATA[commercial financing]]></category>
		<category><![CDATA[debt or equity financing]]></category>
		<category><![CDATA[equity financing]]></category>
		<category><![CDATA[what is equity financing]]></category>

		<guid isPermaLink="false">http://townsendlockett.com/?p=952</guid>
		<description><![CDATA[<p>If you&#8217;ve held any interest in business and entrepreneurship, then its highly likely you&#8217;ve heard the term equity financing or something similar mentioned. Equity financing is the process of raising money for company growth by offering personal or company stock, in exchange for investments. In return for the money paid, investors are entitled to a [...]</p><p>The post <a href="http://townsendlockett.com/2013/05/31/what-is-equity-financing/">What Is Equity Financing?</a> appeared first on <a href="http://townsendlockett.com">Townsend Lockett</a>.</p>]]></description>
				<content:encoded><![CDATA[<p>If you&#8217;ve held any interest in business and entrepreneurship, then its highly likely you&#8217;ve heard the term equity financing or something similar mentioned. Equity financing is the process of raising money for company growth by offering personal or company stock, in exchange for investments. In return for the money paid, investors are entitled to a pre-determined amount of interest in the business.</p>
<p><a href="http://townsendlockett.com/wp-content/Uploaded-Files/2013/05/venture-capital-594.jpg" target="_blank"><img class="aligncenter size-full wp-image-961" alt="Sign at the entrance of Startup city, Washington" src="http://townsendlockett.com/wp-content/Uploaded-Files/2013/05/venture-capital-594.jpg" width="420" height="279" /></a></p>
<p><strong>Types of Investors</strong></p>
<p>There are two main investor types, the Angel investor being one and the Venture Capitalist the other. Angel investors tend to be wealthy individuals, family members or even friends. Angel investors are more likely to provide financial support during the start-up phase of the business for either equity or full ownership. There may also be a number of benefits of working with an Angel investor, such as contacts and connections.</p>
<p>Venture Capitalists tend to invest larger sums of money than Angel investors. VC&#8217;s are more likely to invest in companies that are in the second stage of growth, this is because there is less risk during this stage of companies development. VC&#8217;s will also take a bigger chunk of equity and control. One of the main benefits of the Venture Capitalist is that they can help groom the company for merges or buyouts. There are various types of Venture Capitalist&#8217;s and they all operate in different ways.</p>
<p>The intended goals of the business should always be factored in when seeking the right form of investments to accept.<span id="more-952"></span></p>
<p>Three areas of Venture Capital financing:</p>
<ul>
<li>Early Stage Financing.</li>
<li>Expansion Financing.</li>
<li>Acquisition or Buyout Financing.</li>
</ul>
<p><strong>Debt vs Equity Financing: The Balancing Act</strong></p>
<p><a href="http://townsendlockett.com/wp-content/Uploaded-Files/2013/05/equity-debt-balancing1.jpg" target="_blank"><img class="size-medium wp-image-971 alignright" alt="equity-debt-balancing" src="http://townsendlockett.com/wp-content/Uploaded-Files/2013/05/equity-debt-balancing1-300x234.jpg" width="246" height="192" /></a>It is not always possible for a growing business to rely solely on equity financing, in which case they may also need to take on some dept financing. Debt financing is essentially loans that must be paid off over time with interest. Loans are typically granted by banks and government agencies, and occasionally wealthy individuals provide debt financing to businesses as well.</p>
<p>An advantage of dept funding is that paying the interest on a loan becomes tax deductible, furthermore the lender does not typically receive any ownership in the business. The main disadvantage of dept financing is that a smaller business may have difficulties keeping up with loan payments, mainly due to inconsistent cash flow. In this situation the business leaves itself vulnerable to hikes in interest rates. A business with too much dept will find it extremely difficult to receive further capital in the future, whether in the form debt or equity.</p>
<p>The best advice for a growing business is to leverage both debt and equity financing together. For example, it may be more ideal for a business to rely on equity finance in the beginning stages of the business. Once enough capital has been received and the company has seen significant growth it may be a perfect time to also receive some debt financing, this will help build more capital and provide tax expense benefits.</p>
<p>The decisions a company makes on its financing can often determine the future success of the business. For more advice on equity financing feel free to <a href="http://townsendlockett.com/contact-us/#.Uai5_Zwh3mc" target="_blank">contact Townsend &amp; Lockett</a>, LLC via the contact form on the sidebar.</p>
<p>The post <a href="http://townsendlockett.com/2013/05/31/what-is-equity-financing/">What Is Equity Financing?</a> appeared first on <a href="http://townsendlockett.com">Townsend Lockett</a>.</p>]]></content:encoded>
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		<title>Business Organization Types Explained</title>
		<link>http://townsendlockett.com/2013/05/22/the-types-of-business-organizations-explained/</link>
		<comments>http://townsendlockett.com/2013/05/22/the-types-of-business-organizations-explained/#comments</comments>
		<pubDate>Wed, 22 May 2013 20:36:20 +0000</pubDate>
		<dc:creator>Travis Townsend</dc:creator>
				<category><![CDATA[Townsend Lockett Blog]]></category>
		<category><![CDATA[Business Organization]]></category>
		<category><![CDATA[business organization types]]></category>
		<category><![CDATA[business organizations]]></category>
		<category><![CDATA[kinds of business organization]]></category>

		<guid isPermaLink="false">http://townsendlockett.com/?p=860</guid>
		<description><![CDATA[<p>Here at Townsend &#38; Lockett, LLC &#8211; we love to encourage the next generation of entrepreneurs. Ambition is a quality that can bring you places you never imagined in life, and many of us are born with the level of ambition needed to take us there. However, before you begin your journey of entrepreneurship it [...]</p><p>The post <a href="http://townsendlockett.com/2013/05/22/the-types-of-business-organizations-explained/">Business Organization Types Explained</a> appeared first on <a href="http://townsendlockett.com">Townsend Lockett</a>.</p>]]></description>
				<content:encoded><![CDATA[<p>Here at Townsend &amp; Lockett, LLC &#8211; we love to encourage the next generation of entrepreneurs. Ambition is a quality that can bring you places you never imagined in life, and many of us are born with the level of ambition needed to take us there. However, before you begin your journey of entrepreneurship it is important to have a basic understanding of organization structure.</p>
<p>When conducting business, whether on your own or with partners, it is vital that you cover all possible outcomes when planning out your venture. You will need to understand the different business organization structures and understand where they benefit you or leave you vulnerable. Below we explain the different types of business organizations and how they work.</p>
<p><a href="http://townsendlockett.com/wp-content/Uploaded-Files/2013/05/sole-proprietor.jpg"><img class="aligncenter size-full wp-image-941" alt="sole proprietor" src="http://townsendlockett.com/wp-content/Uploaded-Files/2013/05/sole-proprietor.jpg" width="660" height="300" /></a></p>
<p><strong>Sole Proprietorship</strong></p>
<p>The Sole Proprietorship is without a doubt the most common form of business structure in the United States. With the Sole Proprietorship the business is run by an individual, and there is no legal distinction between the business owner and the business itself. This structure would be ideal for home businesses, shop or retail businesses and one-person consulting firms. As the business grows into a more high profit platform with demanding staff requirements, the sole proprietor should be willing to transition to a business structure that will protect themselves against the number of legal vulnerabilities that will present themselves.</p>
<p><strong>Pros</strong>:</p>
<ul>
<li>Easy to start-up and operate.</li>
<li>Less capital needed to start-up.</li>
<li>Business can be run from literally anywhere.</li>
<li>The owner receives all the profit of the business.</li>
</ul>
<p><strong>Cons</strong>:</p>
<ul>
<li>Unlimited liability, all debts must be paid by the business owner.</li>
<li>Banks are reluctant to grant loans to Sole Proprietors due to low assets and a high mortality rate.</li>
<li>Finding a successor to the business is difficult as the replacement will be agreeing to take on all outstanding liabilities.</li>
</ul>
<p><a href="http://townsendlockett.com/wp-content/Uploaded-Files/2013/05/partnership.jpg"><img class="aligncenter size-full wp-image-942" alt="partnership business organization" src="http://townsendlockett.com/wp-content/Uploaded-Files/2013/05/partnership.jpg" width="697" height="243" /></a><br />
<span id="more-860"></span><br />
<strong>Partnership<br />
</strong></p>
<p>A partnership is when two or more people join together to run a business. Each proprietor has a share of the profits, and must file their own taxes individually just like in a sole proprietorship. However, a partnership must file an annual information return to report the income, deductions, gains and losses from the business.</p>
<p><strong>Pros</strong>:</p>
<ul>
<li>Shared cost of start-up.</li>
<li>Responsibility is spread fairly between partners.</li>
<li>The combined skills and contacts of each partner can result in a higher potential of growth than possible as a sole proprietor.</li>
</ul>
<p><strong>Cons</strong>:</p>
<ul>
<li>Partners will be liable for both company debts and the actions of their partners.</li>
<li>Control of the business is split between the partners, this can cause disagreements.</li>
<li>All profits must be shared to an agreeable amount.</li>
</ul>
<p><a href="http://townsendlockett.com/wp-content/Uploaded-Files/2013/05/business-organization.jpg"><img class="aligncenter size-full wp-image-938" alt="corporation business organization" src="http://townsendlockett.com/wp-content/Uploaded-Files/2013/05/business-organization.jpg" width="527" height="351" /></a></p>
<p><strong>Corporations</strong></p>
<p>Corporations completely separate the liabilities and obligations from the business owners and are subject to the laws of the state in which they are formed. Unlike sole proprietor and partnership businesses, corporations are taxed as separate entities at corporate tax rates. Corporation owners are taxed by the IRS at individual tax rates.</p>
<p>There are two common types of corporation structures: Subchapter C and S. Subchapter C corporations are considered to be the regular corporation type; Subchapter S corporations differ in the sense that they can pass income and losses onto their shareholders to avoid paying federal income taxes and prevent double taxation.</p>
<p><strong>Pros</strong>:</p>
<ul>
<li>Owners are protected from liabilities and obligations.</li>
<li>Corporations are more attractive to investors.</li>
<li>Stock benefits and options available to employees.</li>
</ul>
<p><strong>Cons</strong>:</p>
<ul>
<li>The incorporation process can be both expensive and time-consuming. A number of documents must be prepared, and filing fees must be paid to the Secretary of state.</li>
<li>Corporations must conform to a number of formalities to ensure the business is being run as a separate entity.</li>
<li>Subchapter C corporations are subject to double-taxation.</li>
</ul>
<p><a href="http://townsendlockett.com/wp-content/Uploaded-Files/2013/05/llc.jpg"><img src="http://townsendlockett.com/wp-content/Uploaded-Files/2013/05/llc.jpg" alt="llc" width="615" height="409" class="aligncenter size-full wp-image-945" /></a></p>
<p><strong>Limited Liability Company<br />
</strong></p>
<p>A Limited Liability Company (LLC) is a hybrid business structure with similarities to partnerships, corporations and even sole proprietorships. The primary characteristic an LLC shares with a corporation is limited liability, which means when legal action is taken against the company it is the company itself being sued. LLC&#8217;s share the same <a href="http://en.wikipedia.org/wiki/Flow-through_entity" target="_blank">pass through</a> taxation as a partnership.</p>
<p><strong>Pros</strong>:</p>
<ul>
<li>An LLC can elect to be taxed as a sole proprietor, partnership, S corporation or C corporation.</li>
<li>Limited liability, meaning that the owners of the LLC, called “members”, are protected from some or all liability for acts and debts of the LLC depending on state shield laws.</li>
<li>Less admin and paperwork required when compared to a corporation.</li>
<li>In some states, an LLC can be set up with just one natural person involved.</li>
</ul>
<p><strong>Cons</strong>:</p>
<ul>
<li>In some jurisdictions LLCs are subject to franchise tax or capital values tax. This can be seen as the price the LLC pays for the benefit of limited liability.</li>
<li>The District of Columbia considers LLCs to be taxable entities, thus eliminating the benefit of flow-through taxes by subjecting members to double taxation. Many LLCs will choose to be taxed as a partnership to avoid double taxation, which occurs in corporations. This allows companies to distribute their income among members who then report it on their personal tax returns.</li>
<li>It can be more difficult to raise financial capital for LLCs as investors may find a corporation structure easier to comprehend.</li>
</ul>
<p>There are other variables to consider when selecting the business organization type for your company, and we recommend seeking professional advice tailored to your own situation. We hope that this guideline has been helpful in understanding the different organization types, and that we can inspire the next generation of entrepreneurs to bring their business ideas to light.</p>
<p>Feel free to send us any further questions via our contact form on the right sidebar.</p>
<p>The post <a href="http://townsendlockett.com/2013/05/22/the-types-of-business-organizations-explained/">Business Organization Types Explained</a> appeared first on <a href="http://townsendlockett.com">Townsend Lockett</a>.</p>]]></content:encoded>
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		<title>Contract Drafting Tip Series: Must-have Provisions Part II (270&#176;)</title>
		<link>http://townsendlockett.com/2013/05/15/contract-drafting-tip-series-must-have-provisions-part-ii/</link>
		<comments>http://townsendlockett.com/2013/05/15/contract-drafting-tip-series-must-have-provisions-part-ii/#comments</comments>
		<pubDate>Wed, 15 May 2013 14:05:34 +0000</pubDate>
		<dc:creator>Travis Townsend</dc:creator>
				<category><![CDATA[Townsend Lockett Blog]]></category>
		<category><![CDATA[contingency planning]]></category>
		<category><![CDATA[Contract drafting tips]]></category>
		<category><![CDATA[dispute resolution]]></category>
		<category><![CDATA[intellectual property assignment]]></category>
		<category><![CDATA[must-have provisions]]></category>

		<guid isPermaLink="false">http://townsendlockett.com/?p=854</guid>
		<description><![CDATA[<p>In our last entry of the Townsend Lockett Contract Drafting Tip Series, we talked about the importance of properly identifying the parties, setting the duration of the agreement, outlining where the contract is to be performed and correctly quantifying the consideration. Today we are going to round out the Must-Have Provisions discussion by addressing vital items [...]</p><p>The post <a href="http://townsendlockett.com/2013/05/15/contract-drafting-tip-series-must-have-provisions-part-ii/">Contract Drafting Tip Series: Must-have Provisions Part II (270&deg;)</a> appeared first on <a href="http://townsendlockett.com">Townsend Lockett</a>.</p>]]></description>
				<content:encoded><![CDATA[<p>In our <a title="Contract Drafting Tip Series: Must-have Provisions Part I (180°)" href="http://townsendlockett.com/2013/04/24/contract-drafting-tip-series-must-have-provisions-part-i/" target="_blank">last entry of the Townsend Lockett Contract Drafting Tip Series</a>, we talked about the importance of properly identifying the parties, setting the duration of the agreement, outlining where the contract is to be performed and correctly quantifying the consideration. Today we are going to round out the Must-Have Provisions discussion by addressing vital items relating to responsibility in the face of mishap, planning for the unexpected, and resolving disagreements.</p>
<p style="text-align: center;"><a href="http://townsendlockett.com/wp-content/Uploaded-Files/2013/05/contract-signing-small.jpg"><img class="size-medium wp-image-870 aligncenter" alt="contract-signing-small" src="http://townsendlockett.com/wp-content/Uploaded-Files/2013/05/contract-signing-small-300x199.jpg" width="300" height="199" /></a></p>
<p><b>Contingency Provisions</b></p>
<p><strong></strong>When preparing a solid business contract, it is rare that every fact and circumstance that might arise over the lifetime of the relationship will be determined at the onset. Thus including contingency provisions are vital to a thoroughly drafted and functional business agreement. In a manufacturing agreement, it is wise to make provision for obtaining comparable parts and to set forth what alternatives are acceptable; or where they might be obtained. Shipping contingencies are also good to have. In the event the preferred carrier is unable to perform, you can prevent a delay in delivery of materials, parts and product by prescribing other options as method of delivery. Outlining contingent solutions to foreseeable problems is a great way to keep your business arrangement moving forward without the need to come back to the table for every little thing.</p>
<p><strong>Limitation of Liability and Indemnification</strong></p>
<p>While we always hope that every business arrangement goes smoothly and without any hitches, glitches or fumbles, the ball does hit the ground sometime. A good contract drafter always accounts for who will take responsibility for what. Malfunctioning products, improperly performed services, delays, and the like, can all cause damages and it is very likely that a party to the agreement is going to be on the hook for those damages even if the harmed party is a third-party. Provisions directing the responsibility for such damages and setting forth the extent of such responsibility will go a long way to ensuring efficient compensation for those damages. Such provisions also afford the parties the opportunity to plan and budget for such liabilities. Lastly, they put parties to the contract on notice which shapes behavior in a way that reduces mishaps. Once someone knows they are going to be responsible for the cost of a particular thing going wrong, they work a lot harder to ensure that thing goes right.</p>
<p style="text-align: center;"><a href="http://townsendlockett.com/wp-content/Uploaded-Files/2013/05/Mediation-Dispute-Resolution.jpg"><img class="size-medium wp-image-889 aligncenter" alt="Mediation-Dispute-Resolution" src="http://townsendlockett.com/wp-content/Uploaded-Files/2013/05/Mediation-Dispute-Resolution-300x199.jpg" width="300" height="199" /></a></p>
<p><span id="more-854"></span><br />
<strong>Dispute Resolution</strong></p>
<p><strong></strong>No matter how well-drafted a contract is, and regardless of the best intentions of the parties, disputes do arise from time to time. Drafting dispute resolution provisions can save the agreement parties a considerable amount of time and money. Very few things impact business operations more than a material disagreement between vital business partners, vendors, suppliers or customers. Disputes that rise to the level of litigation almost always hurt the bottom line of all involved, even the successful party by way of loss of attention to ongoing business operations and diversion of financial resources over the course of the litigation. A provision prescribing arbitration or mediation is highly recommended in business agreements because they can be completed a lot faster than formal litigation and do not bring all of the attendant costs associated with litigation.</p>
<p style="text-align: center;"><a href="http://townsendlockett.com/wp-content/Uploaded-Files/2013/05/interllectual-property-assignment.jpg"><img class="size-medium wp-image-898 aligncenter" alt="interllectual-property-assignment" src="http://townsendlockett.com/wp-content/Uploaded-Files/2013/05/interllectual-property-assignment-300x225.jpg" width="300" height="225" /></a></p>
<p><b>Works Made for Hire/Intellectual Property Assignment (if applicable)</b></p>
<p>If I had a nickel for every time someone came into our offices with an issue surrounding the ownership of a concept, invention, or process I could stop practicing law. Agreements between employees, contractors and developers of any sort that involve the creation and production of things should always, and I mean ALWAYS, contain &#8220;works made for  hire&#8221; and &#8220;intellectual property assignment&#8221; provisions. These provisions execute the assignment of ownership in the created ideas, concepts or what  have you, to the party paying for the service and leave no doubt as to who has the right, title and interest in such. Much consternation can result from having to fight with former employees or independent contractors who claim a right to something they produced for you.</p>
<p><strong>Miscellaneous Provisions</strong></p>
<p>Miscellaneous things are usually considered not so important. Well in the context of contract drafting, the miscellaneous provisions include subjects such as what law will govern the contract, where disputes will be resolved, and how notices must be sent. These provisions may seem minor but never forget that sometimes it the little things that count the most. Be sure these topics are addressed within the four corners of the agreement or else they could be the subject of costly litigation.</p>
<p><strong></strong>There are several other provisions that can be included to bolster the soundness of a contract, but the provisions discussed in <a title="Contract Drafting Tip Series: Must-have Provisions Part I (180°)" href="http://townsendlockett.com/2013/04/24/contract-drafting-tip-series-must-have-provisions-part-i/" target="_blank">Must-have Provisions Parts I</a> &amp; II are those that you absolutely must not go without. Continue to follow our Contract Drafting Tips for more agreement prep insights that can protect you from the pain and angst associated with poor drafting.</p>
<p>The post <a href="http://townsendlockett.com/2013/05/15/contract-drafting-tip-series-must-have-provisions-part-ii/">Contract Drafting Tip Series: Must-have Provisions Part II (270&deg;)</a> appeared first on <a href="http://townsendlockett.com">Townsend Lockett</a>.</p>]]></content:encoded>
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		<title>Why High Billing Rates From Law Firms Doesn&#8217;t Always Equal Quality of Service</title>
		<link>http://townsendlockett.com/2013/04/25/why-high-billing-rates-from-law-firms-dont-always-equal-quality-of-service/</link>
		<comments>http://townsendlockett.com/2013/04/25/why-high-billing-rates-from-law-firms-dont-always-equal-quality-of-service/#comments</comments>
		<pubDate>Thu, 25 Apr 2013 20:16:00 +0000</pubDate>
		<dc:creator>Tennell Lockett</dc:creator>
				<category><![CDATA[Townsend Lockett Blog]]></category>
		<category><![CDATA[high legal fees]]></category>
		<category><![CDATA[Law firm billing]]></category>
		<category><![CDATA[law firm billing costs]]></category>
		<category><![CDATA[Lawyer fees]]></category>
		<category><![CDATA[Legal fees]]></category>

		<guid isPermaLink="false">http://townsendlockett.com/?p=825</guid>
		<description><![CDATA[<p>While browsing the Wall Street Journal online an interesting article about legal billing fees stood out to me. It addresses law firms billing clients up to $1,150 per hour, which many would deem outrageous. In fact these same law firms who charge these incredibly high fees are often demanded discounts by their clients as a [...]</p><p>The post <a href="http://townsendlockett.com/2013/04/25/why-high-billing-rates-from-law-firms-dont-always-equal-quality-of-service/">Why High Billing Rates From Law Firms Doesn&#8217;t Always Equal Quality of Service</a> appeared first on <a href="http://townsendlockett.com">Townsend Lockett</a>.</p>]]></description>
				<content:encoded><![CDATA[<p>While browsing the Wall Street Journal online <a href="http://online.wsj.com/article/SB10001424127887323820304578412692262899554.html" target="_blank">an interesting article about legal billing fees</a> stood out to me. It addresses law firms billing clients up to $1,150 per hour, which many would deem outrageous. In fact these same law firms who charge these incredibly high fees are often demanded discounts by their clients as a result.</p>
<p><a href="http://townsendlockett.com/wp-content/Uploaded-Files/2013/04/law-discounts.jpg"><img class="alignleft size-medium wp-image-831" alt="law-discounts" src="http://townsendlockett.com/wp-content/Uploaded-Files/2013/04/law-discounts-300x200.jpg" width="300" height="200" /></a></p>
<p>Not only does this make things difficult for legal firms who choose to price their rates at reasonable prices, but these firms are often not delivering on the value for money with their service. When clients have to demand a discount every time they seek legal advice they begin to get used to this mindset. This in turn makes them more likely to talk down a lawyers asking fee whether it&#8217;s reasonable or not. This can be detrimental to firms who strive to deliver a quality service at a reasonable price, especially when these firms have targets that must be met to maintain the running of their business.</p>
<p>Furthermore, law firms consistently offering discounted service to their clients vastly alters the perception of the legal profession to those looking in from the outside. Discount&#8217;s are great when you&#8217;re shopping for groceries, and goods. It helps to build consumer loyalty and satisfaction. But discounting services such as legal advice has a greater affect on those who work in the profession. It also makes clients question whether they are truly receiving the level of quality expected of lawyers.</p>
<blockquote><p>Think of hourly fees &#8220;as the equivalent of a sticker on the car at a dealership,&#8221; said legal consultant Ward Bower, a principal at Altman Weil Inc. &#8220;It&#8217;s the beginning of a negotiation.…Law firms think they are setting the rates, but clients are the ones determining what they&#8217;re going to pay.&#8221;</p></blockquote>
<p>The above quote is insightful in the sense that an hourly fee is not arbitrary, but is fixed and guided by the market and quality of service. The tried and true method of offering a reasonable rate that the market will bear and driving quality service still seems to be the best model. This builds a level of trust with your clients and it will ensure they are naturally inclined to use your service in the long term.</p>
<p>We understand that there are a few factors that encourage firms to raise their prices such as escalating firm overhead. This in turn urges partners to raise their own rates. Townsend &amp; Lockett however, understands that delivering a great service translates to long-lasting relationships and great client experience. Providing clients with high-quality expertise at market acceptable rates seems to be good working order for client, firm and market.</p>
<p>The post <a href="http://townsendlockett.com/2013/04/25/why-high-billing-rates-from-law-firms-dont-always-equal-quality-of-service/">Why High Billing Rates From Law Firms Doesn&#8217;t Always Equal Quality of Service</a> appeared first on <a href="http://townsendlockett.com">Townsend Lockett</a>.</p>]]></content:encoded>
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		<title>Contract Drafting Tip Series: Must-have Provisions Part I (180&#176;)</title>
		<link>http://townsendlockett.com/2013/04/24/contract-drafting-tip-series-must-have-provisions-part-i/</link>
		<comments>http://townsendlockett.com/2013/04/24/contract-drafting-tip-series-must-have-provisions-part-i/#comments</comments>
		<pubDate>Wed, 24 Apr 2013 11:11:18 +0000</pubDate>
		<dc:creator>Travis Townsend</dc:creator>
				<category><![CDATA[Contacts]]></category>
		<category><![CDATA[Townsend Lockett Blog]]></category>
		<category><![CDATA[contract drafting]]></category>
		<category><![CDATA[contract drafting provisions]]></category>
		<category><![CDATA[Contract drafting tips]]></category>
		<category><![CDATA[must-have provisions]]></category>

		<guid isPermaLink="false">http://townsendlockett.com/?p=802</guid>
		<description><![CDATA[<p>Welcome to the second installment of the Townsend Lockett Contract Drafting Tip Series. In our introduction we discussed the purpose of contracts to provide context for everything we will be covering in the series. If this is your first visit to the series, be sure to read our previous article. Today we cover the first [...]</p><p>The post <a href="http://townsendlockett.com/2013/04/24/contract-drafting-tip-series-must-have-provisions-part-i/">Contract Drafting Tip Series: Must-have Provisions Part I (180&deg;)</a> appeared first on <a href="http://townsendlockett.com">Townsend Lockett</a>.</p>]]></description>
				<content:encoded><![CDATA[<p>Welcome to the second installment of the Townsend Lockett Contract Drafting Tip Series. In our <a title="Contract Drafting Tip Series Introduction (90 Degrees)" href="http://townsendlockett.com/2013/04/10/contract-drafting-tip-series-introduction/" target="_blank">introduction</a> we discussed the purpose of contracts to provide context for everything we will be covering in the series. If this is your first visit to the series, be sure to read our <a href="http://townsendlockett.com/2013/04/10/contract-drafting-tip-series-introduction/#.UZJPdcol9PE" target="_blank">previous article</a>. Today we cover the first set of key components of a contract and outline the provisions that every single agreement must have. While each of these provisions could be dissected and expounded upon over hundreds of pages, I am going to limit today&#8217;s entry to explaining the nature of the provisions and offering some guidance on tightening them up.</p>
<p><a href="http://townsendlockett.com/wp-content/Uploaded-Files/2013/04/pile-of-contracts.jpg"><img class="alignleft size-medium wp-image-817" alt="Contract Drafting provisions" src="http://townsendlockett.com/wp-content/Uploaded-Files/2013/04/pile-of-contracts-300x180.jpg" width="232" height="139" /></a></p>
<p><b>Contract Party Identification</b></p>
<p><strong></strong>For an agreement to be effective, the parties need to be identified. You cannot have a working arrangement if you do not know who must do what. That seems simple enough right? Not exactly. With over 7 billion people in the world and the millions of companies, and the varied spellings of names, misidentification of parties to a contract is not uncommon. Further, often times there is a separation between the negotiating parties and the performing parties. Be sure to check down legal names, confirm spellings, include middle names or initials, and add place of residence or principal place of business of the parties if possible to ensure the intended parties are on the hook.</p>
<p><strong>Consideration</strong></p>
<p><strong></strong>&#8220;Consideration&#8221; is just a fancy term for what the parties are going to give each other. By law, no contract can exist without it. So understand if you have a contract that essentially says you can walk, without doing anything, if you choose to, you do not have an enforceable agreement. Typically, one party&#8217;s consideration in a contract will be money. Money is fairly easy to incorporate into an agreement as consideration. Goods and services are the other items that most often represent a party&#8217;s consideration in a contract. Whatever the form, ensure it is not left out of the agreement provisions.</p>
<p><strong>Term, Termination and Renewal</strong></p>
<p>Assuming you have determined who is going to do what, you have to button down how long the relationship will last. The drafter should always cover when the obligations of the parties begin and end, whether there is an opportunity to renew, and under what circumstances the arrangement may be terminated prior completion of the designated term. It is best to set forth the precise dates and years of commencement and termination.</p>
<p><a href="http://townsendlockett.com/wp-content/Uploaded-Files/2013/04/contract-agreement.png"><img class="alignleft size-medium wp-image-818" alt="contract agreement" src="http://townsendlockett.com/wp-content/Uploaded-Files/2013/04/contract-agreement-300x199.png" width="243" height="161" /></a></p>
<p><b>The &#8220;Where&#8221;</b></p>
<p>Things have to be done pursuant to contracts, and where those things will be done must be designated in the four corners of the contract. Whether it is delivery of payment, delivery of goods, materials and supplies, or the provision of services, the location of where each should be made must be spelled out clearly. The location can even be &#8220;any location designated by one party,&#8221; so long as that location option is spelled out in the contract. The main point is that some expectation of where things will be done, or how the &#8220;where&#8221; will be selected, must be included in the agreement.</p>
<p><strong>How Much</strong></p>
<p>I touched on this item slightly in the consideration discussion above. If money is the consideration, the amount of money or at least a formula for determining the amount of money needs to be written into the contract. The same goes for amounts of goods that are provided as consideration. If services are provided, the number of hours or the project commitment must be addressed in the provisions of the contract.</p>
<p><b><br />
</b>Contracts are very much like novels. As laid out above, there needs to be a who, what, when and how &#8220;much&#8221;. In the next installment of the Townsend Lockett Contract Tip Series, we will round out the must-have provisions of a contract and talk about contingencies, liability, dispute resolution and more.</p>
<p><b> </b></p>
<p>&nbsp;</p>
<p>The post <a href="http://townsendlockett.com/2013/04/24/contract-drafting-tip-series-must-have-provisions-part-i/">Contract Drafting Tip Series: Must-have Provisions Part I (180&deg;)</a> appeared first on <a href="http://townsendlockett.com">Townsend Lockett</a>.</p>]]></content:encoded>
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		<title>Contract Drafting Tip Series Introduction (90&#176;)</title>
		<link>http://townsendlockett.com/2013/04/10/contract-drafting-tip-series-introduction/</link>
		<comments>http://townsendlockett.com/2013/04/10/contract-drafting-tip-series-introduction/#comments</comments>
		<pubDate>Wed, 10 Apr 2013 16:52:02 +0000</pubDate>
		<dc:creator>Travis Townsend</dc:creator>
				<category><![CDATA[Townsend Lockett Blog]]></category>
		<category><![CDATA[contract drafting]]></category>
		<category><![CDATA[Contract drafting tips]]></category>
		<category><![CDATA[legal contract drafting]]></category>

		<guid isPermaLink="false">http://townsendlockett.com/?p=744</guid>
		<description><![CDATA[<p>What is most often produced on Xerox paper, contains lots of words, printed on non-color printers, but fails to come out black and white sometimes? Here&#8217;s an additional clue. While it loves to give an address, when not given the proper coddling it will refuse to speak when you need it to most. Yes my [...]</p><p>The post <a href="http://townsendlockett.com/2013/04/10/contract-drafting-tip-series-introduction/">Contract Drafting Tip Series Introduction (90&deg;)</a> appeared first on <a href="http://townsendlockett.com">Townsend Lockett</a>.</p>]]></description>
				<content:encoded><![CDATA[<p>What is most often produced on Xerox paper, contains lots of words, printed on non-color printers, but fails to come out black and white sometimes? Here&#8217;s an additional clue. While it loves to give an address, when not given the proper coddling it will refuse to speak when you need it to most. Yes my friends, I&#8217;m talking about our good friend the contract.  Contracts are the ties that bind relationships in business at every level. Service providers enter contracts with clients, retailers execute them with customers, employers sign their employees to them, manufacturers make them with suppliers, and the list goes on.</p>
<p><img class="size-full wp-image-752 alignleft" alt="Contract Drafting tips" src="http://townsendlockett.com/wp-content/Uploaded-Files/2013/04/Contract-Drafting.jpg" width="211" height="139" /></p>
<p>If you are in business, you have contracts. Or at least you <em>should</em> have contracts. They are important. However, contracts can be unruly if not properly trained. Unruly contracts are terrible for business. If badly behaving contracts have ever been a thorn in your business end, have no fear, Townsend Lockett has developed a series to help you wrangle those pesky bad behaving papers. Welcome to our &#8220;Contract Drafting Tips,&#8221; where we provide insight, guidance and dos and donts when preparing contracts.<br />
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In order to truly grasp any contract drafting concept, understanding the overriding goal of contracts is imperative. So to kick off our series, we will look at the overall purpose of contracts. In a nutshell, contracts are created to outline all of the important terms of a relationship so as to provide predictability, guidelines and parameters, and set expectations for such relationship. The result should always be a framework that allows the parties in the relationship to have their desires and needs met without any undue or unexpected burdens or obligations.</p>
<p>With the aforementioned in mind, the approach to preparing a contract is best done with fairness at the forefront. The television portrayals of the hyperbolic sharky lawyer crushing his counterpart across the table with sharp sneaky clauses is not a great example of what good contract drafters are like.</p>
<p><a href="http://townsendlockett.com/wp-content/Uploaded-Files/2013/04/How_to_Avoid_Common_Contract_Drafting_Mistakes.jpg"><img class="alignleft size-medium wp-image-761" alt="How_to_Avoid_Common_Contract_Drafting_Mistakes" src="http://townsendlockett.com/wp-content/Uploaded-Files/2013/04/How_to_Avoid_Common_Contract_Drafting_Mistakes-300x195.jpg" width="202" height="131" /></a></p>
<p>Instead, the best business contract drafters understand that optimized agreements foster satisfaction on the parts of all parties and facilitate the continuation of the relationship. That is not to say that a good agreement distributes everything equally. The leverage, stature, expertise of the parties and numerous other factors play a major role in establishing what is fair and what is not. For example, in a joint venture relationship, if one party has much greater capital or is bringing substantially greater contacts to the table, it may be perfectly fair and acceptable for said party to receive a larger return, have more control over decisions, or contribute less sweat equity. However, at all times, the development of the contract should have guard rails of equity that keep it in a place where all parties are motivated, receiving quality benefits, and are adhering to its terms.</p>
<p>The term &#8220;win-win&#8221; is very much overused in today&#8217;s society. However, it is extremely appropriate as a compass while working up a contract. As you review each segment of Townsend Lockett&#8217;s Contract Drafting Tips, keep that in mind. In the next segment we will address the basic &#8220;Must-Have Provisions of an Agreement.&#8221; Not addressing key aspects of your business relationship can spiral your activities into ruin. Check back in with us to ensure you&#8217;ve covered everything.</p>
<p>Read the next entry in the series <a href="http://townsendlockett.com/2013/04/24/contract-drafting-tip-series-must-have-provisions-part-i/#.UZJPb8ol9PE" target="_blank">here</a>.</p>
<p>The post <a href="http://townsendlockett.com/2013/04/10/contract-drafting-tip-series-introduction/">Contract Drafting Tip Series Introduction (90&deg;)</a> appeared first on <a href="http://townsendlockett.com">Townsend Lockett</a>.</p>]]></content:encoded>
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		<title>Licensing the Right to Sue for Third-Party Patent Infringement</title>
		<link>http://townsendlockett.com/2012/05/25/licensing-the-right-to-sue-for-third-party-patent-infringement/</link>
		<comments>http://townsendlockett.com/2012/05/25/licensing-the-right-to-sue-for-third-party-patent-infringement/#comments</comments>
		<pubDate>Fri, 25 May 2012 17:00:21 +0000</pubDate>
		<dc:creator>Tennell Lockett</dc:creator>
				<category><![CDATA[Townsend Lockett Blog]]></category>
		<category><![CDATA[Business-to-Business]]></category>
		<category><![CDATA[end-user licensing]]></category>
		<category><![CDATA[License]]></category>
		<category><![CDATA[Patent Infringement]]></category>
		<category><![CDATA[Patent License]]></category>
		<category><![CDATA[Patent Prosecution]]></category>
		<category><![CDATA[Patent Protection]]></category>
		<category><![CDATA[Technology License]]></category>

		<guid isPermaLink="false">http://townsendlockett.com/?p=595</guid>
		<description><![CDATA[<p>IP Licensing is everywhere. Many of us were introduced to licensing practices during the 1990&#8242;s when shrink wrap licensing was popularized by Microsoft and other software manufacturers. More recently, click-through (or click wrap) licenses have emerged. With the rise of shrink wrap and click-through licensing, most of us, whether wittingly or unwittingly, are or have [...]</p><p>The post <a href="http://townsendlockett.com/2012/05/25/licensing-the-right-to-sue-for-third-party-patent-infringement/">Licensing the Right to Sue for Third-Party Patent Infringement</a> appeared first on <a href="http://townsendlockett.com">Townsend Lockett</a>.</p>]]></description>
				<content:encoded><![CDATA[<p>IP Licensing is everywhere. Many of us were introduced to licensing practices during the 1990&#8242;s when shrink wrap licensing was popularized by Microsoft and other software manufacturers. More recently, click-through (or click wrap) licenses have emerged. With the rise of shrink wrap and click-through licensing, most of us, whether wittingly or unwittingly, are or have been a patent or technology licensee. Whether you read the license or simply check the “I have read and agree to be bound by the foregoing terms” box before you hit the download button, you understand the basic concepts: you get some right to a licensed technology or product, usually the right to use that technology or product, subject to certain restrictions and conditions. This type of licensing is typically referred to as end-user licensing.</p>
<p><a href="http://townsendlockett.com/wp-content/Uploaded-Files/2012/05/Stephen-Baidoe-ansah-Patent.jpg"><img class="alignleft size-medium wp-image-765" alt="Patent  Defined" src="http://townsendlockett.com/wp-content/Uploaded-Files/2012/05/Stephen-Baidoe-ansah-Patent-300x195.jpg" width="234" height="152" /></a></p>
<p>End-user licensing is conceptually similar to license arrangements between companies, which can be referred to as business-to-business, or B-to-B licensing. Basically, one company acquires some right to a licensed technology or product from another company. Patent rights licensed in B-to-B licensing arrangements, however, tend to be very different in many respects. One arrangement that is sometimes used by patent owners involves granting a licensee the right to sue third-parties for infringements of licensed patent claims.<br />
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Several years ago, I had a client that was in an industry where this practice was heavily used. It provides a good example of one of the reasons why companies might license enforcement rights to another company. The industry was large, lucrative and was dominated by a handful of huge companies. Each of the top feeders owned a portfolio of patents that, if asserted against the others, would be crippling to the market. Specifically, each seemed to appreciate that launching a direct patent infringement assault against one of the other major actors would cause the target of the assault to counter with its own patent claims, which would most likely cause a chain reaction of escalating assaults which would ensure mutual self-destruction for all. To avoid that outcome, the patent holder would typically assign a patent, or more commonly license a right to sue on the patent, to a third party, who could then sue the target or otherwise enforce patent rights against the target. Although it was clear what was going on to anyone paying attention, this veil of plausible deniability was enough for patent holders to strategically slow down their competitors and prevent total industry meltdown.</p>
<p>The scenario above is just one example of how licensing the right to sue can be strategically used in patent cases. Be mindful, however, that patent licensing in this area is extremely nuanced and any strategy involving granting the right to sue to another party should be carefully thought out and well planned. As outlined in my April 26, 2010, <strong><a href="http://atlantatribune.typepad.com/the_legal_beat/2010/04/licensees-be-mindful-of-what-you-ask-for.html" target="_self">Legal Beat </a></strong><a href="http://atlantatribune.typepad.com/the_legal_beat/2010/04/licensees-be-mindful-of-what-you-ask-for.html" target="_self">blog post</a>,  too often patent holders <em>intend</em> to grant a licensee the right to sue under a patent. But they only discover at the time of suit that the licensee can only bring suit if the patent holder is joined as a co-plaintiff or may discover that the licensee has no right to bring suit under any condition. This result can undermine the entire license strategy and might only be discovered after significant time has passed and after the licensee has paid substantial license fees to the licensor. Moreover, as outlined in my May 10, 2010, <a href="http://atlantatribune.typepad.com/the_legal_beat/2010/05/patent-licensorsbe-mindful-of-what-you-give-away.html" target="_self">blog post</a>, it is possible to arrive at a much more damaging result through poor licensing, where <em>no one</em> has the right to bring suit on the patent(s).</p>
<p>The post <a href="http://townsendlockett.com/2012/05/25/licensing-the-right-to-sue-for-third-party-patent-infringement/">Licensing the Right to Sue for Third-Party Patent Infringement</a> appeared first on <a href="http://townsendlockett.com">Townsend Lockett</a>.</p>]]></content:encoded>
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		<title>The Trademark Application Process</title>
		<link>http://townsendlockett.com/2012/05/24/the-trademark-application-process/</link>
		<comments>http://townsendlockett.com/2012/05/24/the-trademark-application-process/#comments</comments>
		<pubDate>Thu, 24 May 2012 17:45:52 +0000</pubDate>
		<dc:creator>Tennell Lockett</dc:creator>
				<category><![CDATA[Townsend Lockett Blog]]></category>
		<category><![CDATA[Appeal a Rejection]]></category>
		<category><![CDATA[Examining Attorney]]></category>
		<category><![CDATA[IP Lawyer]]></category>
		<category><![CDATA[Official Gazette]]></category>
		<category><![CDATA[Protect your Brand]]></category>
		<category><![CDATA[trademark application]]></category>
		<category><![CDATA[USPTO Registration]]></category>

		<guid isPermaLink="false">http://townsendlockett.com/?p=597</guid>
		<description><![CDATA[<p>During my practice as an IP lawyer, I have noticed that my trademark clients routinely have a misapprehension about how long the trademark process will take. In fact, once, after what I thought was a thorough consultation with a client about their soon-to-be-filed trademark application, the client leaned back and said, “Okay. Good. I think [...]</p><p>The post <a href="http://townsendlockett.com/2012/05/24/the-trademark-application-process/">The Trademark Application Process</a> appeared first on <a href="http://townsendlockett.com">Townsend Lockett</a>.</p>]]></description>
				<content:encoded><![CDATA[<p>During my practice as an IP lawyer, I have noticed that my trademark clients routinely have a misapprehension about how long the trademark process will take. In fact, once, after what I thought was a thorough consultation with a client about their soon-to-be-filed trademark application, the client leaned back and said, “Okay. Good. I think I understand everything. So what am I looking at? A couple weeks? A month? How long before this thing is finalized?” I realized then that: 1) the IP bar, myself included, needed to do a better job informing clients and the public about this topic; and 2) my consultation session was not over. In that vein, I thought a brief overview of the application process might be helpful.</p>
<p><a href="http://townsendlockett.com/wp-content/Uploaded-Files/2012/05/Intent-To-Use-Trademark-Application-300x225.jpg"><img class="alignleft size-full wp-image-797" alt="Intent-To-Use-Trademark-Application-300x225" src="http://townsendlockett.com/wp-content/Uploaded-Files/2012/05/Intent-To-Use-Trademark-Application-300x225.jpg" width="300" height="225" /></a></p>
<p>As an initial matter, the United States Patent and Trademark Office will very seldom, if ever, immediately grant a federal trademark application after it is filed. In fact, it generally takes up to 5-8 months (or more) before a trademark office official, referred to as an Examining Attorney, will pick up your application to formally review it and start the substantive examination process. Once he has reviewed your application, the EA determines whether there are grounds to reject your application or whether other modifications or clarifications are necessary. If the EA finds grounds for rejection, modification or clarification, the EA will send you a response, called an Office Action, soliciting your response to his findings. These Office Actions are routine and you can expect at least one Office Action as a matter of course during the application process. You or your attorney will respond to the EA’s Office Action, either providing the EA with arguments to overcome his rejection, or providing clarification or amendments to your application to overcome his cited objections. There may be multiple rounds of this back-and-forth between you and the EA during this period.</p>
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<p>Importantly, you have 6 months from the time any Office Action is mailed to respond to it. If you fail to timely respond, your application will go abandoned. There is a procedural mechanism that allows you to attempt to revive the application after it has gone abandoned, but you will incur additional filing fees and will need to submit compelling explanation and argument for your delinquency.</p>
<p>If the examiner is satisfied with your amendments, explanations and comments, the examiner will approve your mark to be published for opposition.</p>
<p>Your mark is typically published for opposition within 30 days of the examiner&#8217;s approval of the mark for publication. Your mark will publish in the USPTO&#8217;s Official Gazette for a 30-day opposition period. Any party who believes it would be harmed by the registration of your mark may file an objection (opposition) within that 30-day period with the Trademark Trial and Appeal Board. If the mark is opposed, the timeframe for that process varies, but it is usually a considerably lengthy period as TTAB oppositions are separate administrative proceedings and can easily take up to 6 months and substantially longer.</p>
<p>Within approximately 3 months after the mark published in the Official Gazette, if no opposition is filed, the USPTO issues a registration for your mark.</p>
<p>The post <a href="http://townsendlockett.com/2012/05/24/the-trademark-application-process/">The Trademark Application Process</a> appeared first on <a href="http://townsendlockett.com">Townsend Lockett</a>.</p>]]></content:encoded>
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		<title>Franchise Negotiation Considerations</title>
		<link>http://townsendlockett.com/2012/05/23/franchise-negotiation-considerations/</link>
		<comments>http://townsendlockett.com/2012/05/23/franchise-negotiation-considerations/#comments</comments>
		<pubDate>Wed, 23 May 2012 19:08:00 +0000</pubDate>
		<dc:creator>Travis Townsend</dc:creator>
				<category><![CDATA[Townsend Lockett Blog]]></category>
		<category><![CDATA[Business]]></category>
		<category><![CDATA[Business Expansion]]></category>
		<category><![CDATA[Business Operations]]></category>
		<category><![CDATA[Facility Standards]]></category>
		<category><![CDATA[Franchise]]></category>
		<category><![CDATA[franchise negotiation]]></category>
		<category><![CDATA[Intellectual Property]]></category>
		<category><![CDATA[Licensing]]></category>

		<guid isPermaLink="false">http://townsendlockett.com/?p=590</guid>
		<description><![CDATA[<p>The wild world of entrepreneurship is a high risk, high reward realm in which to play. Those who step into the rocky waters of self-employment and business building turn in the security of steady and predictable compensation for the unpredictable ebb and flow of eating what they kill. A total lack of control over policy [...]</p><p>The post <a href="http://townsendlockett.com/2012/05/23/franchise-negotiation-considerations/">Franchise Negotiation Considerations</a> appeared first on <a href="http://townsendlockett.com">Townsend Lockett</a>.</p>]]></description>
				<content:encoded><![CDATA[<p>The wild world of entrepreneurship is a high risk, high reward realm in which to play. Those who step into the rocky waters of self-employment and business building turn in the security of steady and predictable compensation for the unpredictable ebb and flow of eating what they kill. A total lack of control over policy and business approach is exchanged for complete control over management, administrative duties, marketing and every other aspect of business operations. Indeed it takes a special kind of person to go out on a limb and attempt to start a business from scratch. For those quasi-special people who are brave enough to undertake running a business, but do not quite want to start one from scratch, franchise negotiation is a great option.</p>
<p><img src="http://townsendlockett.com/wp-content/Uploaded-Files/2012/05/franchise.jpg" alt="franchise negotiation" width="240" height="180" class="alignleft size-full wp-image-769" /></p>
<p>Operating a franchise is a good idea for the more risk-averse entrepreneur because franchises have proven systems that are articulated clearly and definitively in a franchise manual, and typically entail support from the franchisor to help make the business successful. I know, I know &#8230; that sounds like the franchisor sales pitch doesn’t it? Well, I will temper my exuberance with a sampling of the legal issues a franchisee should consider when embarking upon a franchise venture – or otherwise find oppression from a new boss in the form of a franchisor.<br />
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Franchises typically entail licensing intellectual property from the franchisor, with that intellectual property being the basis upon which the franchisee will conduct its business. Therefore it is important to ensure you are licensing everything you will need to start up, operate and grow your franchise. Some unsuspecting franchisees find that after entering into a franchise agreement, they do not have the right to use certain valuable intellectual property owned by the franchisor that is useful, and in some cases necessary, to achieve the full profit potential of the franchise. When negotiating a franchise agreement, make sure you receive the right to use all names, trademarks, systems, processes, and other intellectual property you anticipate using to implement the franchise. If you don’t, you may be required to pay additional fees just conduct basic actions required to succeed in your franchise enterprise.</p>
<p>Franchisors often times upgrade their brand images, logos, facility standards, etc. When they do, they require their franchisees to incur costs to implement changes at their franchise location consistent with these changes. The costs associated with these changes can be very extensive, and unexpected. The best way to limit these costs is to establish a cap for the expenditures required to be undertaken in connection with such upgrades in the franchise agreement during initial negotiations. Moreover, include a reasonable notice provision requiring the franchisor to give you a sufficient amount of time to implement the changes. This will afford you the opportunity to budget and plan for the expense as the requirement comes down from the franchisor.</p>
<p>Another big matter to address in managing a franchise is the opportunity to be rewarded for the business you build. Franchisors love to horn in on a franchisee’s sale of the franchise. They will require a payment in connection with any sale of the franchise, usually some percentage of the sale price. This is sometimes in addition to a franchise fee that must be paid by the new franchisee; basically allowing the franchisor to double dip. While negotiating this provision away is usually contentious, it will make your franchise more marketable as you seek to exit and cash out down the road, and is worth the effort.</p>
<p>Franchising is a nice middle-of-the-road approach to entrepreneurship, but to get that real feeling of controlling your own destiny, fight hard to keep the strong arm of the franchisor from around your neck.</p>
<p>The post <a href="http://townsendlockett.com/2012/05/23/franchise-negotiation-considerations/">Franchise Negotiation Considerations</a> appeared first on <a href="http://townsendlockett.com">Townsend Lockett</a>.</p>]]></content:encoded>
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		<title>Trayvon Martin and a Look at “Stand Your Ground”</title>
		<link>http://townsendlockett.com/2012/03/29/trayvon-martin-and-a-look-at-stand-your-ground/</link>
		<comments>http://townsendlockett.com/2012/03/29/trayvon-martin-and-a-look-at-stand-your-ground/#comments</comments>
		<pubDate>Thu, 29 Mar 2012 14:53:17 +0000</pubDate>
		<dc:creator>Travis Townsend</dc:creator>
				<category><![CDATA[Townsend Lockett Blog]]></category>
		<category><![CDATA[Florida Police Department]]></category>
		<category><![CDATA[Politic365]]></category>
		<category><![CDATA[Racial Profiling]]></category>
		<category><![CDATA[Stand Your Ground]]></category>
		<category><![CDATA[Trayvon Martin]]></category>

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		<description><![CDATA[<p>BY TRAVIS TOWNSEND, ESQ. In the wake of the death of 17-year old Trayvon Martin, many important issues relating to law enforcement, self-defense, race and profiling have arisen in public discourse. The questions of whether George Zimmerman’s fatal shooting of Trayvon was justified, and whether the Sanford, Florida police department was derelict in its law [...]</p><p>The post <a href="http://townsendlockett.com/2012/03/29/trayvon-martin-and-a-look-at-stand-your-ground/">Trayvon Martin and a Look at “Stand Your Ground”</a> appeared first on <a href="http://townsendlockett.com">Townsend Lockett</a>.</p>]]></description>
				<content:encoded><![CDATA[<p><em>BY TRAVIS TOWNSEND, ESQ.</em></p>
<p>In the wake of the death of 17-year old <strong>Trayvon Martin</strong>, many important issues relating to law enforcement, self-defense, race and profiling have arisen in public discourse. The questions of whether <em>George Zimmerman’s</em> fatal shooting of Trayvon was justified, and whether the Sanford, <strong>Florida police department</strong> was derelict in its law enforcement duties for failing to arrest and initiate the prosecutorial process against him are foremost among them.</p>
<p>It would be convenient if resolving these questions were a simple matter of interpreting the Florida “<strong>Stand Your Ground</strong>” law. But, unfortunately, a complex analysis of the intersection of dangerous racial stereotypes and self-defense principles is required.</p>
<p>Sections 776.012 and 776.031 of the law permit the use of deadly force against another in self-defense or the defense of others, respectively – but only within a narrow set of circumstances. The letter of the Florida statute permits the use of deadly force and says a person does not have a duty to retreat if he reasonably believes such force is necessary to prevent imminent death or great bodily harm to himself or another or to prevent the imminent commission of a forcible felony.</p>
<p>As set forth, this should be a very high standard to establish; however, the Sanford justice system made the determination simply by taking George Zimmerman’s word for it as Trayvon Martin lay dead, incapable of sharing his side of the story.</p>
<p>This law deals in life and death.  Given the value our society places on life, on its face, the Florida statute warrants investigation of the matter beyond a simple onsite inquiry of the killer. Thus the law’s permission of the use of deadly force, while problematic, is not the chief driver in the Sanford PD’s failure to arrest and initiate prosecution. Instead, it is Section 776.032, the “immunity” provision in the statute, that is a major cause of the Sanford PD’s defective actions.</p>
<p>Section 776.032 makes a user of justifiable force immune from criminal prosecution and civil action, and defines “criminal prosecution” to include arrests, detention and even charging the defendant. Further it goes on to state that law enforcement may not arrest the person for using force unless it determines there was probable cause that the force that was used was unlawful.</p>
<p>Ultimately, this law is flawed for it discourages even the most preliminary steps in seeking justice, namely detaining a potential manslaughterer or murderer. It continues by requiring a court to award attorney’s fees, court costs and compensation for loss of income to a defendant prosecuted when they stand immune pursuant to the statute. Thus, it effectively discourages law enforcement from arresting, detaining and investigating someone like Zimmerman because law officers do not want to be the agents responsible for costing their departments money and jeopardizing their employment.</p>
<p>Despite the law’s flaws, it would seem that it still permits an arrest in this case because the facts and circumstances surrounding Trayvon’s death overwhelmingly establish probable cause to arrest Zimmerman. Zimmerman’s 911 calls make it clear that neither he nor anyone, aside from Trayvon it turns out, was in imminent danger of death, serious bodily injury or victimization of forcible felony. Zimmerman had time to call the police and provide an extensive report of the situation – that alone shatters any claim by him of believing imminent danger. Further, he was instructed by the law enforcement agent on the other end of the 911 call not to pursue Trayvon, yet he continued against those clear instructions. Had he allowed police to arrive on the scene and manage the situation, Trayvon would be alive today and no one would’ve been harmed.</p>
<p>This leads us to the elephant in the room, the role that the race and ethnicity of Zimmerman and Trayvon, respectively, have played in this tragedy. The Florida statute allows for a person’s mind state to impact the legality of a killing. The interpretation by Zimmerman, a White Hispanic man, of Trayvon as a threat because he was a Black teen, dressed in a hoodie, is ultimately the reason why Trayvon is dead today. His belief that Trayvon was a threat at all was based primarily on Zimmerman’s stereotyping of Black teens. There is evidence to this effect abound in the tone of his statements to the 911 dispatcher, which may even include a racial epithet describing Trayvon. This highlight’s what is probably the biggest shortcoming of “Stand Your Ground” laws. Someone’s life may ultimately be taken away based on a person’s biases.</p>
<p>Now that many more facts about this case have been unearthed, there can be little debate that Zimmerman should be arrested and prosecuted to the fullest extent of the law. Our justice system’s adversarial process will afford him an opportunity to establish a self-defense fight against conviction, but he should have that burden and it should require more than a simple assertion that Trayvon attacked him.</p>
<p>Beyond justice for <em>Trayvon, Florida’s “Stand Your Ground”</em> law must be taken under review as well as those of the various other states that have similar laws to prevent similar tragedies from occurring. For deeper understanding of self-defense laws I recommend a review of my book, <a href="http://www.amazon.com/When-Knockin-School-Organization-Edition/dp/0983522405/ref=sr_1_2?ie=UTF8&amp;qid=1332944779&amp;sr=8-2"><em>When the Cops Come Knockin’: An Illustrated Guide to Criminal Law</em></a>. The discussion around Trayvon’s death must be elevated so we can move closer to justice. For that to happen all engaged must become more knowledgeable of the criminal laws.</p>
<p><strong>TRAVIS TOWNSEND, ESQ.</strong><em> is a young attorney and President of the <a title="Urban League of Greater Atlanta - Young Professionals " href="http://bit.ly/ULGA-Young-Professionals  ">Urban League of Young Professionals in Atlanta</a>, and author of the book </em><a href="http://www.amazon.com/When-Knockin-School-Organization-Edition/dp/0983522405/ref=sr_1_2?ie=UTF8&amp;qid=1332944779&amp;sr=8-2"><strong>When the Cops Come Knockin’</strong></a></p>
<p>The post <a href="http://townsendlockett.com/2012/03/29/trayvon-martin-and-a-look-at-stand-your-ground/">Trayvon Martin and a Look at “Stand Your Ground”</a> appeared first on <a href="http://townsendlockett.com">Townsend Lockett</a>.</p>]]></content:encoded>
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