Perhaps its an invoice for a product you didn’t order. Or maybe you’re being hounded by a debt collector seeking a past due collection on an internet service you didn’t buy. Could it be you’re being gouged for some ink you didn’t receive?

Either way, now is as good of time as any to learn how to protect your business from these predators. Take a moment now to watch this video and learn what you can do to protect your business from fraud.

Now, tricksters, fraudsters, scammers,and gangsters beware!

If so, now might be the time to formalize your Pennsylvania restarurant, winery or hospitality business infrastructure by putting your future agreements in writing. Why? Because parties often forget the terms of their oral agreements. While oral agreements often exist, they can be difficult to prove and to enforce. A written contract will help you guard against confusion, misunderstandings and the forgetful mind as you go about your day to day business operations.

Whether you make agreements with your local suppliers for daily produce deliveries or your favorite caterer to reserve banquet room or tasting room space, a written contract is a sound business practice. Routinely, hospitality businesses often find it objectionable to draft contracts for every single business transaction. Oftentimes the cost of retaining a lawyer might appear to out way the benefits derived from memorializing mutual promises. In these instances you may want to alternatively consider having your attorney prepare form agreements that can be used multiple times and can prove to be cost effective. In the event of a dispute, having your written agreement for purchases, catering, or meeting space can be very beneficial.

The written agreement doesn’t have to be a complex document full of legal mumbo jumbo. It should be in plain english and contain certain essential provisions. Thus when promises between the two parties are not kept and contract obligations go un-fulfilled, you will be on stronger legal ground to pursue economic remedies for your losses.

For example, lets imagine that the local tour bus company in your area contracts with 40 of its customers to participate in a tasting at your winery or dinner at your restaurant. When the tour group arrives they find your establishment is unable to accommodate the prior reservation. Perhaps the tour bus company oversold the event. Your understanding was that you agreed to twenty customers not forty. The tour bus company because of the confusion and misunderstanding may now find itself in breach of its contract with its patrons. The tour bus company then pursues litigation against your establishment for failure to provide food and/or alcohol services to their customers. Do you see where this is headed? Hence the best way to avoid these circumstances is to get your agreements in writing.

If and when a disagreement arises, you won’t have the need to shout “talk to the hand”. Instead you can produce your written contract of what he said, she said that was intended to safeguard against any subsequent misunderstandings.

Your interests are now protected.

But Rome wasn’t built in a day. And neither was Apple or Comcast for that matter. Succeeding at your dream of building your own restaurant or hospitality business starts by planting the seeds of good leadership and sound business infrastructure. As an owner in control of your business, you quickly come to know that everyday decisions aren’t made on guts alone. They are founded on sound decision making in order to avoid financial and legal pitfalls.

Here are a few good tips you’ll want to consider to when building your winery, wine or hospitality business that will help you avoid these pitfalls:

Prepare Your Business Plan For Your Winery Or Hospitality Business:
Rather than planning as you go, execute. Create a Business Plan that details your
business strategy to determine where your business is headed in the future. Identify
measurable goals and business tactics that will guide you.

Establish Early On The Ownership Structure Of Your Winery Or Hospitality Business:
Choose the business structure that is right for your business. Whether you’re a
Sole Proprietorship, Limited Liability Company, or Corporation, choosing the right
business structure that’s a fit for your business is key. In doing so, seek legal counsel
when necessary to assist you in making the right business choices.

Read Your Contracts:
Do not sign agreements you do not read. You may be presented with contract
agreements from your suppliers, vendors and speciality suppliers for products that
make your business unique. Consult with legal counsel to read your contracts and
advise you of the risks associated with various contractual provisions.

Maintain Good Record-Keeping:
Good record-keeping shows the quality of your company to future investors. Due
diligence is necessary to maintain good corporate formalities. Maintain policies
outlining your internal practices on check signing, accounts payable and financial
reporting.

Seek Legal Guidance When Franchising:
Many aspiring restauranteurs often look to buy a franchise when breaking into the
food and wine business. Franchising is not a guarantee of financial success. While
instant branding comes with franchising, there are also numerous costs associated
with franchising that you may not have contemplated. The U.S. Small Business
Administration provides guidance on answering common questions about franchising.
Before entering a franchise relationship, you will need to consider what opportunities
best suit your needs and interests.

Is there a winery, wine or hospitality business in your future? If so, join the new wealth economy, get your business on and watch your step!

But once you’ve come up with that one memorable business name that perfectly reflects your brand, you should now give consideration to taking those steps necessary to protect your business identity. Register your new business name as a trademark.

A trademark is a distinctive word, slogan, phrase, logo, graphic, symbol or other mechanism used to identify the product source and to distinguish your product from everyone else. If you’re starting out as a new winery, restaurant, or hospitality based business, having the exclusive right to use your selected name without interference and confusion by use of others can be greatly beneficial.

A good example is Black Boxed Wine. Its a wine that is sold in a square black box. Its very hard not to miss the identity and source of that wine and its brand. Its a product that is well distinguished from other wine brands. Just like Black Boxed Wines, if you’re the first to use and register your trademarked name you can prevent other businesses from using the same or similar marks.

How can you can achieve comprehensive protection of your brand’s identity? You can accomplish this by registering your mark under state, county and federal trademark laws.

To do so, you’ll need to conduct a full search to ensure no one else is utilizing the name or mark you have in mind. You can conduct your search by checking with both your Secretary of State’s trademark registers and the Federal trademark register at the U.S. Patent and Trademark Office. These are ways you can determine if the name you have selected is available for your business.

You may also consider the use of a professional trademark search service. While the latter can be quite expensive, such services have a high degree of reliability. A well conducted search will help you to avoid the possibility of paying damages to a first user in a trademark infringement suit who has challenged your use of their name.

Once you have checked the availability of your new business name, register your name with the Secretary of State in your jurisdiction and the U.S. Patent and Trademark Office. By doing so, you will have established the legal presumption that you are the trademark owner of your business name. You can more likely substantiate ownership if a dispute over your mark ends up challenged in a court of law or whether other marks exists that conflict with your own. If someone infringes your mark, you can hire legal counsel to pursue and protect your interests.

Does your Pennsylvania wine, winery, restaurant or hospitality business have a winning name? If so, protect your brand. Trademark your name.

As the summer approaches and the volume of customers at your establishment increases, its a good time to be vigilant and put a few best practices in place that are designed to limit your winery or restaurant’s potential liability related to the sale of alcohol at your facility.

Whether you’re serving alcohol in a tasting room, restaurant, wedding, catered event, bed and breakfast or bar, its important to remember that the person who serves the liquor is on the front line to limit your establishment’s liability and help your guests from over indulging.

Let’s review some useful tips that will help your establishment limit its potential liability as a result of alcohol service:

Check ID’s for all customers
Train your staff to recognize “visibly intoxicated persons”
Ensure that your employees do not drink on the job
Do not over-pour
Do not price alcohol too low so as to encourage heavy drinking
Do not allow self service at your event
Provide non-alcoholic beverages
Do not allow pets in the tasting room or catered event.
Purchase liquor liability insurance

As you entertain and educate your customers about your wines or your brand, you can also use these valuable customer contact opportunities to encourage your guests to drink responsibly. Your customers will appreciate the fact that when they leave your establishment, they are left with a sense of having been well cared for during their outing.

At the end of the day, you’ve kept them safe…and you’ve saved yourself some dough!

Perhaps you too are considering opening a wine or hospitality business by purchasing a “franchise”. Maybe you already own a successful wine or hospitality business model that you would like now to franchise. If so, franchising may be your path to business.

When purchasing a franchise, while you don’t own the business, you own the rights to do business under the existing brand of the original business owner. Alternatively, as an owner of a franchise, you have an opportunity to grow your existing brand as other franchisees pay fees and grow their businesses. Whether or not you have the chops to enter the world of franchising, you’ll need to consider the many advantages and disadvantages of the franchise relationship.

When purchasing a franchise, the original business owner is known as the “franchisor”. The buyer of the franchise is known as the “franchisee”. Typically the franchisor will furnish the franchisee the operational plans to get the business underway . The franchisor will assist the franchisee in the daily operations and support of its business. In exchange for the franchisor’s expertise, the franchisee, can expect to invest thousands of dollars for this support through franchise fees, royalties, equipment costs, training, marketing fees and other costs.

The franchisor will license its way of doing business to the franchisee by executing a complex legal contract known as a Franchise Agreement. The Franchise Agreement will identify both parties commitments, restrictions, specifications, obligations, income and fee payments, warranties, customer service requirements, and terms of the business relationship. The Franchise Agreement eliminates a lot of the guess work that comes with the daily decision making processes of the business.

The Federal Trade Commission (FTC) requires that disclosure documents be given to franchisees before purchasing a franchise. Franchisors are required to provide buyers with a copy of the Uniform Franchisor Offering Circular 10 days prior to executing the Franchise Agreement. This franchise disclosure document provides prospective franchisees with basic information on the franchisor’s business, background, initial investment, fees, terms, and dispute resolution processes. The more you know about the franchisor, the better informed you’ll be to make a sound business decision.

Before entering a franchise relationship, determine what kind of franchise opportunity best suits your needs and interests. If you are concerned about the numerous risks involved in going it alone in opening your wine or hospitality business than franchising may just be the right vehicle for you.

For additional resources on how to start and grow your wine or hospitality franchise the U.S. Small Business Administration offers some useful guidance to assist you in buying a franchise.

Now, is there a wine or hospitality franchise in your future?

Perhaps you’ve identified a potential business partner whose business combined with yours makes practical sense while bringing a new and different business synergy. Maybe you and your new found partner have sketched out a few ideas of what role each of you intends to play in your newly planned business venture.

Conceptually, you may have wisely given consideration to formally executing a written Partnership Agreement. But before proceeding too quickly, you may want to consider another option. Ask yourself, is a Partnership Agreement really what you need?

Maintaining your own business autonomy while still collaborating with your new business partner can be achieved with a different choice. You may want to consider creating a different kind of business marriage by executing a Consulting Agreement.

Let’s say for example, that you’re a wine sommelier. You offer wine knowledge and expertise to a wide range of hospitality and wine business clients for a fee. Your new potential business partner wants to open a new food and wine bar, but lacks your knowledge and expertise of the wine industry. Combined the two of you decide your backgrounds are complimentary and together you can maximize your business opportunities.

However, you may not want to create a business relationship wherein together you share in the profits and losses of the newly conceived food and wine bar. Yet, you want to lend your expertise to the business, get compensated for those efforts, but still maintain your own separate autonomy for your own existing business. In this instance, executing a Consulting Agreement may be the right choice for this kind of business relationship.

Executing a Consulting Agreement allows you to define your terms in advance while assuring the other person that you will provide services to them in a professional manner. In these type of agreements, the responsibilities of the Consultant are defined in writing, identifying the expected work to be performed, anticipated compensation and payment schedules, start and end dates of the work, termination and dispute resolutions for the planned business arrangement.

The Consulting Agreement can set forth whether the Consultant will work exclusively for a single client and in what markets or territories. The Consulting Agreement is also a good vehicle to use to determine whether you and the other party can have a happy business marriage without the financial investment risks that often comes with forming a partnership.

So, when that next proposal for a business marriage with another presents itself, consider whether your winery, wine, event planning or hospitality based business really needs a Partner or a Consultant.

Before establishing your winery, wine or hospitality based business, you will want to consider what name to use when forming your new Corporation or Limited Liability Company. While many business owners choose to operate their business under the name they put in their state filed Articles of Incorporation, you may choose for marketing purposes to operate your corporate entity under a name that’s different from the formal name listed in your Articles of Incorporation. Perhaps you have a catchy name in mind for marketing purposes. Or your own name is too long or not savvy enough for purposes of building your brand. If so, consider a “fictitious business name”.

For example, your may be planning to operate a wine event planning business under the name “John Rose Wine Events, LLC and subsequently plan to do business under that name. Alternatively, some business owners like to operate their corporations under a name that’s different from their individual name or formal legal entity name identified in their Articles of Incorporation. This is what is known as a “fictitious business name” or “dba” doing business as name.

For marketing purposes you may prefer to identify your business as “My Wine Sommelier”. Thus, you might alternatively establish your business name as “John Rose Wine Events, LLC, dba My Wine Sommelier.” You could then market your business as “My Wine Sommelier”.

In order to do so, most states require your corporate entity to file a “fictitious” or “assumed” business name and pay a fee. This legal filing allows creditors, customers, and vendors to know that your business operates under a “fictitious name” yet they are still able to identify you as the business owner. In order to protect your chosen name and establish exclusivity, you may consider registering your chosen name as a trademark.

So now, can a rose by any other name still be a rose? Well yes it can. Consider a “fictitious business” or “dba” name and you too could be the next “My Wine Sommelier”.

Do you have a business strategy? Do you know who your customers are and where to find them? How will you try to raise money? What do you want your business to look like five years from now? A good business plan sets out your goals and tactics in a measurable way to guide you in achieving your dreams.

A good business plan at a minimum will address key elements:

Business strategy – What is the nature of your business? How will you describe your products and services? What are the elements that make your business a success? What is your geographical location? How consolidated or fragmented is your customer base geographically? Why and how will your business have a competitive advantage?

Marketing and Sales Planning – What’s your commercialization strategy? Who’s your target market? How do you plan to reach your customers? How will you gain market share? What trends and changes impact your target market?

Financial Information - How much income will you need? What are your sources of financing? Do you turn your inventory quickly or slowly? What are your sales projections? Do you have audited financial statements, profit and loss reports, balance sheets?

Management - What is the legal structure of your business? Are you incorporated? Are you a partnership? How will your business be managed? What is the biographical information for your directors/officers?  What are the details of the ownership or your company? Will your family members work in your business?

Operations - What is your company’s organizational structure? How much personnel will be required to reach your goals? What functions will your business require and how will they relate to the generation of revenue for your business? What facilities, equipment and supplies will you need? How will your operations change as your business grows? How will your business operate day to day?

Milestones – What factors will determine when you’ve reached and achieved your goals and objectives?  Are your milestones measurable? What are your short and long term goals? How will you overcome challenges and gage your accomplishments? How will you determine if you are on track?

As you can see, there are many factors to consider.  A well written business plan is your blueprint for success.  It will serve as your guide for your business vision months and even years later. A solid business plan can be critical to ascertaining funding and investors for your business.  A banker or loan officer will require you to produce a business plan.  Your business plan is your calling card.

Are you ready to start a winery or vineyard?  Are you ready to open your restaurant or wine tasting business? Do you have an existing business you want to grow?    If so, commit to writing your thoughts in a logical, organized way. The U.S. Small Business Administration has a useful guide to writing your business plan and a tutorial to guide your through the process.

Plan for the success of your business.  Create your business plan.

Ready…Set…Go!!

Employment agreements are valuable tools to have in your business toolbox. They can be beneficial to both the employer and the employee. The parties enter into these written agreements in order to define their expectations around the employment relationship. These agreements can be very useful for recruiting, attracting, and retaining key employees.

For example, as an employer you may not want your competitors to hire that valuable employee you’ve managed to land, or to lose the intellectual property information about your business that he or she possesses. Thus, the employment agreement can offer you a level of protection that you may not have had otherwise. The employment agreement can be an insurance policy of sorts, protecting against an employee’s failure to act in accordance with the prior agreed upon terms.

Alternatively, your future employee  may want certain assurances in the event of discharge. If the employment relationship begins to crumble, there are typically termination and severance provisions in the agreement that address what are to be the financial payments to the employee in the event of termination.

While these agreements may include provisions that obligate the employer, they can also restrict the employees in areas of key interest to the employer. There are various clauses that may be included in the employment agreement to protect an employer’s interest. A few important provisions to consider in a well drafted employment agreement are as follows:

Compensation Clause: This provision details monetary expectations including salary, bonuses, benefits, relocation and other compensatory items the employer and employee may negotiate.

Non Compete Clause: This provision protects the employer from employees accepting employment with a competitor, starting their own competing venture, or working for the competition while they are still employed with you.

Non-Disclosure Clause: A non disclosure or confidentiality clause prohibits an employee from unauthorized disclosure of confidential or proprietary information, trade secrets, inventions created or known as a result of their employment.

Ownership of Intellectual Property Clause: This provision details who owns the intellectual property created by the employee during the duration of the employment period.

Non-Solicitation Clause: This provision is designed to prevent your employees from soliciting your valuable assets such as other employees, customers, suppliers or clients away from your business when they leave.

Arbitration Clause: This provision provides for the arbitration of employment disputes versus court litigation.

So, the next time you have your eye on hiring that very special winemaker, executive chef, marketing guru or …better yet…your own idea of that “must have” talent for your business, carefully consider an employment agreement.