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Meet Our Volunteer – Mike Lancaster

By Diana Garcia

Meet Mike Lancaster. Mike was born and raised in San Antonio, TX, but later moved to Round Rock with his wife and kids. He attended the University of Texas at San Antonio and earned a degree in Business Management.  Mike is a 25-years veteran in the banking industry. He is currently a Middle Market Business Banker at Wells Fargo Bank.  Mike has held many leadership positions in the consumer and business lending division of Wells Fargo across Texas, New Mexico, and Louisiana.  Mike also is a mentor to many junior bankers.  

He is on the board of EGBI and a Board Member of the Round Rock Chamber of Commerce.

Mike shares his experience as a volunteer with EGBI and how you can get involved too. 

Hi Mike! To get started tell us a fun fact about yourself.

I am a graduate of Leadership Round Rock class of 2014. In my free time I Coach YMCA Soccer, and love to travel around trying out new restaurants. 

How have you volunteered for EGBI?

I have taught classes, attended events and have been an active board member for the past 7 years. I just love to hear the stories from our clients of what inspired them to start a small business and how they went about accomplishing their goals. 

Why do you think it is important to support and volunteer with EGBI?

EGBI helps individuals fulfill their dream of starting and running a small business. EGBI provides clients the coaching and support they need to accomplish their goals. 

“You should support EGBI because they provide the coaching and support to small businesses to help them succeed financially.” Mike Lancaster

Why is it important for EGBI to help small businesses in Central Texas? 

EGBI helps build the foundation and provide ongoing coaching support for business owners to help them be successful. So many businesses fail because they don’t have the support or knowledge about how to run a small business.   EGBI helps bridge those gaps and provide a support network to help clients to be more successful. 

In 2020, volunteers put in more than 130 hours to help EGBI support and serve over 400 small businesses. Volunteers like Mike make this possible and continue to help EGBI pursue their mission of training ,coaching, and supporting aspiring and existing business owners who face barriers to growing a successful business. 

Want to get involved too? Contact us to find out how to get involved.  

Meet Our Volunteer – Mary Lou Lugo

By Diana Garcia

Meet Mary Lou Lugo, an Austinite unicorn (someone born and raised in Austin, Texas). For the last 10 years Mary Lou has dedicated her life to the Greater Austin Hispanic Chamber of Commerce, graduated in their Hispanic Leadership class of 2020, and has volunteered at EGBI.

Mary Lou shares her experience as a volunteer at EGBI, and how you can get involved too. 


Hi Mary Lou! To get started tell us a fun fact about yourself that many people may not know. 

I was a HUB certified business owner; the name of my company was 4D Printing. My biggest customer was the Texas Lottery where I printed for them for 20 years. 

How have you volunteered for EGBI?

I have volunteered as a committee member for Celebrating Success.

Why do you think it is important to support and volunteer with EGBI?

EGBI is a tremendous advocate of helping people become entrepreneurs. Supporting EGBI in turn supports new small businesses.

“EGBI is a strong advocate of helping small businesses which helps stimulate the local economy and create and sustain jobs.” Mary Lou, Volunteer

Why is it important for EGBI to help small businesses in Central Texas? 

Small businesses are the heart of Central Texas and need our support. 

In 2020, volunteers put in more than 130 hours to help EGBI support and serve over 400 small businesses. Volunteers like Mary Lou make this possible and continue to help EGBI pursue their mission of training ,coaching, and supporting aspiring and existing business owners who face barriers to growing a successful business. 

Want to get involved too? Contact us to find out how to get involved.

Meet Our Volunteer – Nayeli Gallegos

By Diana Garcia

Meet Nayeli Gallegos, the President and Co-Founder of Red Carpet Productions, a brand management agency. Nayeli has 15 plus years of experience in marketing, communication, event planning, and business development, through her previous jobs at the Greater Austin Hispanic Chamber of Commerce (GAHCC) and EGBI. Nayeli graduated from the University of Texas at Austin with a Bachelor of Business Administration and holds an MBA on Entrepreneurship from CEPADE Universidad Politécnica de Madrid. A champion of women empowerment, in 2019 Nayeli was recognized as the Hispanic Female Entrepreneur of the year by the GAHCC. 

Nayeli Gallegos shares her journey at EGBI, and how you can get involved too.


Hi Nayeli! To get started tell us a fun fact about yourself that many people may not know. 

Well, I’m originally from Mexico. In 2002, I did something crazy and married my high school sweetheart. I left my country and moved to Austin, I was only 19 years old. We have grown up together, have two beautiful girls, and co-founded a business in the liquor industry. In this journey, almost 19 years after moving to Austin, I finally became a US citizen this year.

How have you volunteered for EGBI?

I feel like I’ve always been a part of EGBI. When I was Director of Economic Development at the GAHCC, EGBI was an important component of our initiatives. Then, I went to work for EGBI for about 6 years, and when I left my job to focus on my business, I continued to stay involved with the marketing and the Celebrating Success committee.

Why do you think it is important to support and volunteer with EGBI?

I’ve always believed in the importance of giving back to the community, and aside from the financial support, one of the best ways to help is by volunteering time and talent to EGBI. 

“ Volunteers are key in helping EGBI accomplish its mission.” Nayeli Gallegos

Why is it important for EGBI to help small businesses in Central Texas? 

Small businesses are the backbone of our economy, if we have healthy businesses that are producing and creating jobs, families will prosper, and our entire community will benefit from it.

In 2020, volunteers put in more than 130 hours to help EGBI support and serve over 400 small businesses. Volunteers like Nayeli make this possible and continue to help EGBI pursue their mission of training ,coaching, and supporting aspiring and existing business owners who face barriers to growing a successful business. 

Want to get involved too? Contact us and find out how to get involved.

Meet Our Volunteer – Amber Kani

By Diana Garcia

Meet Amber Kani, a passionate nonprofit executive and corporate citizenship leader.  Amber serves as an advocate for financial mobility, and has held past roles with the American Red Cross, Texas Stars Foundation, and Congressional Hispanic Caucus Institute. She works at DreamSpring, a nonprofit community development finance organization that assist underserved entrepreneurs access to their piece of the American Dream. Actively engaged in her community, Amber recently served as Board Chair of the Financial Literacy Coalition of Central Texas, and has volunteered her time with EGBI’s marketing department, Celebrating Success Committee, and as an instructor. 

Amber Kani shares her experience as an EGBI volunteer and how you can get involved too. 

Hi Amber! To get started tell us a fun fact about yourself that many people may not know. 

I am a vegan, but I absolutely adore vegan junk food. I have an instagram account dedicated to my Austin food finds and at-home creations: @vegantrashmonster

How have you volunteered for EGBI?

I’ve served on the marketing and events committees and taught small business workshops. I’ve also participated in matchmaking events where entrepreneurs ask market research questions and learn more about potential clientele. 

Why do you think it is important to support and volunteer with EGBI? 

Small businesses need help now more than ever. EGBI provides entrepreneurs with the tools and support they need to grow and thrive. Empowered with expertise, mentorship, and access to subject matter experts from EGBI, small business owners can create new jobs and offer critical products and services. Volunteering allows me to connect directly with emerging entrepreneurs and keep my skills fresh while helping create new opportunities in my own backyard. 

“EGBI makes the American Dream a reality and you can be a part of helping a neighbor in need. Support for EGBI is support for your favorite small business – the taco shop you couldn’t live without, the mechanic who always fits you in, the hair stylist who gives you the perfect bangs. These businesses make our community vibrant and by supporting EGBI, we are ensuring their success for years to come.  Amber Kani, Volunteer

Why is it important for EGBI to help small businesses in Central Texas?

The pandemic shed light on the enormous challenges small businesses face, but even in a normal environment entrepreneurship is hard. For underserved groups like women, minorities, and low income people, the chance to own a business can seem like a distant dream. It shouldn’t be as difficult as it is, and EGBI provides the boost entrepreneurs need to take that next step. To be a small business owner, you need to be a marketing guru, operations lead, human resources manager, and financial advisor – all in one. EGBI makes it easier to deconstruct the components of a successful business.

In 2020, volunteers put in more than 130 hours to help EGBI support and serve over 400 small businesses. Volunteers like Amber make this possible and continue to help EGBI pursue their mission of training ,coaching, and supporting aspiring and existing business owners who face barriers to growing a successful business. 

Want to get involved too? Contact us and become an EGBI volunteer!

Top 3 Bookkeeping Must Do’s before Year end

By Amy Cobb, Business Owner at AmyCobb.Co

  1. RECONCILE your Bank Accounts: verify that all your accounting records match your bank accounts.
  2. COLLECT your Past Due Invoices: collect all the money that customers owe your business.
  3. ORGANIZE your business receipts: 
    1. Sort receipts by type of expense, 
    2. Organize receipts chronologically, and 
    3. Save receipts digitally on your computer or device

You don’t want to do all these tasks after year end. Please be proactive about your approach and it will save you or your accountant stress, time and money.

The Benefits of Forming a Limited Liability Company

By Rachel Luna, Attorney and Owner of Luna Law, PLLC

At some point, most small business owners consider creating a separate entity to run their business. Since its inception, the limited liability company (LLC) [1] has increasingly become the entity of choice for most small businesses in Texas. If you are considering whether to create an LLC for your business, you may be wondering what benefits you really get from creating a separate entity and whether it’s worth the additional paperwork and cost involved.

Read on for some guidance to these questions.

The process and costs to form and operate an LLC are relatively minimal

To form an LLC in Texas, you must file a Certificate of Formation with the Texas Secretary of State and pay a filing fee of $300. Critical decisions that must be made as part of this process include:

  1. Determining the name of the LLC, which generally cannot be the same as or similar to the name of any existing company doing business in Texas;
  2. Deciding whether the LLC will be governed by its owner(s); and
  3. Identifying the LLC’s registered agent.

One of the most appealing features of an LLC is the flexibility allowed in its governance. To maximize and tailor this flexibility, it is a good idea to create a company agreement (often called an operating agreement in other jurisdictions). A company agreement governs the internal affairs of the LLC, including the duties and obligations among the company, the owner(s), any managers, and any officers of the LLC. A final recommended step in an LLC’s formation is the documentation of the initial decisions of the organization, either through resolution or written consent. Such decisions include issues such as approval of the formation of the company and confirmation of the organization’s banking authority.

Ongoing formality requirements are fairly minimal, however, to help ensure personal liability protection the business should operate under and through the LLC and not its owner(s). For example, bank accounts, contracts, insurance, and similar matters of the business should be transitioned to the name of the LLC.

The benefits and flexibility of an LLC are substantial

Owners and managers generally are not responsible for the debts, obligations, and liabilities of the company, except as provided in the company agreement. Additionally, through the company agreement, owners can establish charging order protection against the creditors of any other owners. Through charging order protection, any creditor that has seized ownership interests in the company could be limited to allocations and distributions of the company and would have no rights to make operational decisions on behalf of the company.

By default, an LLC with only one owner is taxed as a sole proprietorship, and an LLC with more than one owner is taxed as a partnership. However, in either case, the LLC has the option of electing C-Corp or S-Corp status. [2] Likewise LLC owners have great flexibility in determining how and when allocations and distributions are made, ownership interest transfers are allowed, and additional ownership interests are created.

Forming (or converting to) an LLC is often the best small business entity choice

Each entity structure has pros and cons when compared with the other options; however, for most small businesses, the advantages of an LLC will likely outweigh the negatives and make it the best choice. Below are some highlights of this comparison based on Texas law.

Sole Proprietorships

Sole proprietorships are how many small businesses with a single owner get started. There is no need to take any formal action to start a sole proprietorship. If you are running a business on your own and you have not taken any steps to formalize its structure, you are likely a sole proprietor.

  • Advantages over an LLC. No need to file any documentation with the Secretary of State; no formal governance requirements.
  • Disadvantages when compared with an LLC. No personal liability protection; no taxing flexibility (i.e. can only be taxed as a sole proprietorship); no ability to co-own the business with anyone else.

General Partnerships

Like sole proprietorships, many small businesses get started as a general partnership, because there is no need to take any formal action to start a general partnership. If you are running a business with anyone else and you have not taken any steps to formalize its structure, you are likely operating as a general partnership.

  • Advantages over an LLC. No need to file any documentation with the Secretary of State; no formal governance requirements.
  • Disadvantages when compared with an LLC. No personal liability protection unless additional documentation is filed with the Secretary of State; no ability for the business to have only one owner.

Limited Partnerships

Limited partnerships are businesses with two classes of partners: (1) partners that own and operate the company (general partners); and (2) partners who invest money into the business but are not involved with the operations of the company (limited partners).

  • Advantages over an LLC. May be more attractive to investors who do not want to be involved in the operations of the business or be exposed to the liabilities of the company.
  • Disadvantages when compared with an LLC. No personal liability protection for general partners unless additional documentation is filed with the Secretary of State; no ability for the business to have only one owner.

Corporations

With a long and rich history, corporations are a readily recognized form of business structure that are attractive to investors for a myriad of reasons, including strong personal liability protection for owners.

  • Advantages over an LLC. May be more attractive to investors.
  • Disadvantages when compared with an LLC. Has more extensive and structured governance and record-keeping requirements; no charging order protection.

Moving forward

Deciding whether to form an LLC should be an individualized decision based on the totality of your circumstances. However, the rich benefits afforded by operating through an LLC balanced against the minimal upkeep requirements likely justifies discussion and consideration of the issue by most business owners with their tax professional and attorney.

[1] In addition to general LLCs, Texas law allows for the formation of professional limited liability companies (PLLCs) as well as series limited liability companies (SLLCs). Stay tuned for additional information on these entity forms in a future installment of The General Counsel Blog.

[2] You should work with your accountant to review any additional tax filings, payment obligations, or other tax consequences that might arise through the formation of an LLC as part of the process of determining whether creating an LLC makes sense for you.

This update is for informational purposes only and does not provide legal advice. Every legal situation is different and must be independently analyzed by an attorney. Please consult with an attorney for specific guidance.

Contactor or employee

Fundamentals For Small Business Employers – Independent Contractors vs. Employees

By Rachel Luna, Attorney and Owner of Luna Law, PLLC

A common belief among business owners is that any person hired to perform services on behalf of the organization can be classified as an independent contractor so long as the worker agrees or has signed a written contract. However, this is a misconception, and inadvertently misclassifying an employee as an independent contractor leaves businesses open to substantial liability. Read on for some guidance to help avoid common pitfalls concerning this issue.1

What is the difference between an independent contractor and an employee?

Employees and independent contractors both provide services in exchange for compensation; however, they differ in many ways, including:

  • Independent contractors usually work for a business for only a specified duration and/or until a project is completed, retain control over the method and manner of their work, maintain economic independence, offer their services to and perform work for multiple businesses, and provide services that are distinct from the business.
  • Employees are customarily employed for an ongoing duration, subject to substantial oversight by the business, economically dependent on the business, work full-time and/or exclusively for one business, and provide services that are an integral part of the business.

Additionally, independent contractors, often business owners in their own right, are not safeguarded to the same extent as employees. For example, in Texas, independent contractors generally are not protected:

  • With regard to their pay by the Texas Payday Act and/or minimum wage laws.
  • If they are injured on the job by the Texas Workers Compensation Act.
  • If they need medical leave as afforded by the Family and Medical Leave Act.
  • If they lose their job by the Texas Unemployment Compensation Act.
  • If they are subject to discrimination by federal and/or state employment anti-discrimination laws.

A consequence of the lack of legal protection afforded independent contractors, is that businesses often save money when retaining independent contractors, because, for example, they do not have to pay unemployment taxes or procure workers compensation insurance for such workers. Likewise, independent contractors typically do not receive paid time off or other employee benefits.

Why does it matter if an employee is misclassified as an independent contractor?

Misclassification issues often arise during routine agency audits as well as when a worker files a claim for workers compensation, unpaid wages, unemployment, and/or discrimination. When issues arise, a business often has the burden of establishing that the worker meets the requirements to be classified as an independent contractor and faces significant liability for unpaid wages and benefits, back taxes, interest, fines, liquidated damages, attorneys’ fees, and other costs if the business has incorrectly classified any employees as independent contractors (or otherwise improperly paid any employees, because the scope of such audit often expands beyond the issues of the initial claim).

How do I determine if my worker is properly classified as an independent contractor?

In determining whether someone has been properly classified as an independent contractor or whether they are really an employee, the law looks to the relationship between the business and the worker. Generally, in Texas, a worker:

  • Is your employee if you have the right to control the progress, details, and methods of operation of the worker.
  • May be classified as an independent contractor if you control only the end results of the worker.

Please note that because various governmental agencies at the state and national level use different factors in determining whether someone is an independent contractor, there is no single test or checklist available to ensure you make the correct determination for all purposes (for example, the Texas Workforce Commission considers different issues when determining whether a worker is really an employee for unemployment purposes than the IRS uses when making the same determination for tax obligation purposes). However, the Independent Contractor Common Factors Checklist linked below summarizes some of the more common factors considered by agencies reviewing this issue.

Independent contractor common factors checklist

What steps can I take to protect my company from potential misclassification liability?

There are many steps you can take, in coordination with your human resources professional and/or your attorney, to help protect your company from potential misclassification problems, including:

  • Pre-hire/self-audit evaluation. Review relevant circumstances, such as those listed in the Independent Contractor Factors Checklist, to determine whether a worker can be classified as an independent contractor. Be sure to review such factors whenever you are considering retaining someone as an independent contractor and/or you are auditing your current workforce. Performing this review can help you tailor the position as well as determine if a position needs modification and/or reclassification.
  • Training. Train your team on classification issues to ensure hiring managers and any personnel that interact with contractors understand the distinction between such personnel and employees so that they treat the worker as required to ensure compliance with applicable laws.
  • Agreements. Draft agreements with independent contractors in a manner that documents their distinction from employees when such personnel are hired by your organization.
  • Record retention. Consistently retain key documents in your vendor files for each of your independent contractors, including:
    • The contracts and a record of dates of engagement.
    • Payment records and copies of 1099s.
    • The independent contractor’s Employer Identification Number, contact information, insurance information, and any other documentation of their independent business (such as business cards, letterhead, invoices).

Implementing processes to ensure employees have not been misclassified as independent contractors involves effort, however, taking proactive steps now is recommended as the work can save you and your organization from being required to endure a substantially more difficult and expensive assessment in the future.

[1] Please note that this post does not consider or review: (1) COVID relief for independent contractors; (2) issues specific to transportation network companies and other industries expressly regulated on this issue; and/or (3) workers specifically classified by regulatory agencies, such as those considered by the IRS to be statutory employees or statutory non-employees.

This update is for informational purposes only and does not provide legal advice. Every legal situation is different and must be independently analyzed by an attorney. Please consult with an attorney for specific guidance.

The Devil’s in the Details — The Significance of Your Contract’s Fine Print

By Rachel Luna, Attorney and Owner of Luna Law, PLLC

Many people enter contracts on behalf of their business without paying too much attention to much of the language in the agreement they are signing. A typical contract review focuses on particulars related to the deal—for example, the price, the date for performance, and the services, products, or materials purchased. Often, the general terms and conditions (“GTCs”) of the agreement are quickly examined or overlooked completely.

A limited evaluation of the GTCs normally does not end up being a problem, because each party performs their end of the agreement, and the contract ends successfully. However, if things go awry, the GTCs can significantly impact the outcome of any related dispute. To keep yourself from navigating troubled waters only after things have soured, it’s a good idea to understand some fundamentals of GTCs.

To assist in this endeavor, the information below includes an explanation of some common provisions found in GTCs, some of the issues to consider in deciding whether to include or amend such provisions, and draft language that can be used as a starting or comparison point when preparing or revising such clauses. When evaluating GTCs, it is important to keep in mind that whether and to what extent these clauses are enforceable depends on the law governing the agreement, and to work with your attorney to tailor GTCs.

Attorneys’ Fees

An attorneys’ fees provision can upend the bargaining position of parties in a dispute. This scenario intensifies when the amount in controversy decreases because attorneys’ fees can equal or exceed the claimed loss. When negotiating this clause, a major consideration is its ultimate implications; for example, if you are more likely to be sued because of a contract breach, you may want to exclude the clause or make it as limited as possible.

Sample language: If any party institutes any legal suit, action, or proceeding against the other party to enforce the covenants contained in this Agreement or obtain any other remedy in respect of any breach of this Agreement, the prevailing party in the suit, action, or proceeding shall be entitled to receive, in addition to all other damages to which it may be entitled, the costs incurred by such party in conducting the suit, action, or proceeding, including reasonable attorneys’ fees and expenses and court costs.

Governing Law

A governing law provision allows parties to select which state law controls how a contract will be interpreted, which limits controversies and decreases costs that might otherwise be expended in determining which law applies. When determining which state law to specify, you should think about the location of the parties and the transaction. It is often advantageous to choose the state of your location because your attorney is likely more familiar with the laws. Other pertinent issues include which state has the most developed or favorable relevant laws.

Sample language: This Agreement and all related documents and all matters arising out of or relating to this Agreement, whether sounding in contract, tort, or statute, are governed by, and construed in accordance with, the laws of the State of Texas, without giving effect to the conflict of laws provisions thereof to the extent such principles or rules would require or permit the application of the laws of any jurisdiction other than those of the State of Texas.

Submission to Jurisdiction

While related to and often combined with a governing law provision, rather than specifying which state’s law applies, a submission to jurisdiction clause allows parties to choose where a claim can be brought. In determining which jurisdiction to specify, be sure to keep in mind that it is usually more convenient and cheaper to choose a nearby location as the relevant jurisdiction.

Sample language: Any legal suit, action, or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby shall be instituted in any United States federal court or state court located in the State of Texas in the City of Austin and County of Travis, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding. The parties irrevocably and unconditionally waive any objection to the laying of venue of any suit, action, or proceeding in such courts and irrevocably waive and agree not to plead or claim in any such court that any such suit, action, or proceeding brought in any such court has been brought in an inconvenient forum.

Waiver of Jury Trial

The unknowns of a jury can significantly affect the cost of litigation and settlement. To decrease the likelihood that a case will be decided by a jury of people who may not fully understand the complexities of your case, you may want to include alternative dispute resolution language, such as mandatory arbitration or a jury trial waiver. You may need to format any such clause in a prominent manner to prevent a party from later claiming they were unaware of the waiver language and to increase the likelihood that the provision will be enforced.

Sample language: EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY THAT MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY TO THIS AGREEMENT CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT SEEK TO ENFORCE THE FOREGOING WAIVER IN THE EVENT OF A LEGAL ACTION, (B) SUCH PARTY HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (C) SUCH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (D) SUCH PARTY HAS DECIDED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

Force Majeure

One of the many impacts of COVID-19 included an immediate and ongoing evaluation and revision of force majeure (literally, “greater force” in French) clauses, provisions that specify what happens when performance of a contract is no longer possible for unforeseeable reasons. When drafting and negotiating the language of a force majeure clause, think about whether the clause should apply to all parties, whether payments should be excluded (i.e., whether payment is required regardless of a calamity), and whether termination should be required or allowed after a certain amount of time of nonperformance.

Sample language: No party shall be liable or responsible to the other party, nor be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement (except for any obligations to make payments to the other party hereunder), when and to the extent such failure or delay is caused by or results from acts beyond the affected party’s control, including, without limitation: (a) acts of God; (b) flood, fire, earthquake, or explosion; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot, or other civil unrest; (d) government order or law; (e) actions, embargoes, or blockades in effect on or after the date of this Agreement; (f) action by any governmental authority; (g) national or regional emergency; (h) strikes, labor stoppages or slowdowns, or other industrial disturbances; (i) epidemics, pandemics, or quarantines; (j) failure of a power grid or the internet; or (k) shortage of adequate power or transportation facilities (each a “Force Majeure Event”). The party suffering a Force Majeure Event shall give notice (within ten days of the Force Majeure Event) to the other party, stating the period of time the occurrence is expected to continue and shall use diligent efforts to end the failure or delay and ensure the effects of such Force Majeure Event are minimized.

Entire Agreement

Parties often spend a great deal of time negotiating a deal before executing a contract that memorializes the agreement. To ensure that the parties have a true meeting of the minds related to the specifics of the transaction, contracts often stipulate that language that is not within the contract is not part of the agreement through an entire agreement clause. When including or reviewing an entire agreement provision, you should be mindful of any ancillary agreements and amend the entire agreement provision as appropriate.

Sample language: This Agreement constitutes the sole and entire agreement of the parties to this Agreement with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter.

Severability

Specific clauses within any contract may be interpreted differently by certain courts and jurisdictions and may even be found unenforceable due to nuances in the jurisdiction or changes in the law. In such circumstances a severability clause can save the contract by removing or modifying any objectionable language. When preparing a severability clause, an important issue to determine is what you would like to happen if any clause is found to be invalid—do you want it modified or removed?

Sample language: If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal, or unenforceable, the court may modify this Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.

Next Steps

While the information in this document highlights some common GTCs and some related considerations, there are many others, and it is important for business owners to be acquainted with them and to understand how they could impact their company. Taking preventative action now can give you immediate peace of mind as well as save you from considerable difficulty and expense in the future.

Practical next steps include reviewing these terms on your standard contract templates and determining whether it makes sense to prepare standard amendment language if you often sign agreements based on the standard agreements of other parties. Also, if at any point you do not understand the purpose or importance of a certain clause within any contract’s GTCs, be sure to seek appropriate guidance and support from your attorney.

This update is for informational purposes only and does not provide legal advice. Every legal situation is different and must be independently analyzed by an attorney. Please consult with an attorney for specific guidance.

Dueños de pequeñas empresas ayudan a sus empleados a obtener un seguro médico

Escrito por Joni Foster, Directora de programas

Eres dueño de una pequeña empresa y no puedes pagar por un seguro médico para tus empleados (ni siquiera para ti mismo). ¿Qué harías? Puedes ayudar a tus empleados a encontrar el plan adecuado en el Mercado de Seguros Médicos (Obamacare).

En caso que hayas revisado las tarifas y los planes este año, te sentirás feliz o incluso sorprendido, al saber lo económicos que son los planes de seguro médico. El Plan de Rescate Estadounidense aprobado a principios de 2021 agregó subsidios impresionantes al Affordable Care Act (Ley de Atención Médica Accesible – ObamaCare), lo que ha hecho que el costo de la atención médica sea notablemente bajo en este momento.

Lo que puedes hacer como empleador, es ayudar a tus empleados a encontrar un agente de seguros de salud que los guíe hacia el plan correcto. Usar a un agente es gratis, y es fácil encontrar uno en el directorio en línea: https://www.healthcare.gov/find-assistance/. Tú, como empleador, puedes entrevistar a varios agentes y seleccionar uno para recomendar a tus empleados. Sería de mucha ayuda poder proveer una breve descripción de cómo obtener un seguro médico, y el nombre e información de contacto de un agente que ya has examinado. El agente también puede ayudarte como dueño de la empresa a encontrar un seguro asequible.

Recuerde, Atención Médica Accesible no depende de la cantidad de horas que alguien trabaja cada semana. Se basa en los ingresos de la persona; por lo que los empleados a tiempo parcial también son elegibles para esta opción.

Un dueño de negocios que ayuda a sus empleados a obtener un buen seguro médico, incluso si no lo paga, demuestra responsabilidad y preocupación por ellos, su salud y su seguridad. Un buen empleado recompensa a un buen dueño también.

Las inscripciones en ACA van desde el 1 de noviembre hasta el 15 de enero de 2022, para los planes de Seguro Médico que empiezan el 1 de enero de 2022.

Y lo mejor es que no tienes que buscar el mejor plan por tu cuenta. De hecho, es mejor hablar con un agente de seguros: según estadísticas, el 38% de las personas que se inscribieron por si solas en un plan, están satisfechas; mientras que de las personas que usaron un agente, 85% están satisfechas con su plan.

Small biz owners help employees get health insurance

By Joni Foster, Program Director with EGBI

You’re a small business owner and you can’t afford to provide health insurance to your employees (or even for yourself). What do you do? You help your employees find the right plan on the Health Insurance Marketplace (Obamacare).

If you haven’t checked rates and plans this year, you will be happy, shocked even, at how inexpensive health insurance plans are. The American Rescue Plan passed at the beginning of 2021 added incredible subsidies to the Affordable Care Act (ObamaCare) making the cost of health care remarkably low right now.

What you as an employer can do is help your employees find a health insurance agent to guide them to the right plan. It’s free to use an agent and easy to find one using this online directory: https://www.healthcare.gov/find-assistance/. You, as the employer, might interview a couple of agents and then select one to recommend to all your employees. A simple half page write-up about getting health insurance with a name of a vetted agent and contact information is very helpful. The agent can also help you as the business owner to find affordable insurance!

Remember, affordable health care isn’t based on the number of hours someone works each week. It’s based on how much income the person earns; so, part time employees are eligible for this option also.

Helping your employees get access to good health insurance, even if you don’t pay for it, will mean something to your employees. It means that you care about them and their health.

Open enrollment begins November 1 until January 15, 2022, for health insurance coverage that begins January 1, 2022.

And you don’t have to figure out the best plan by yourself. In fact, you are better off talking to an insurance agent: according to someone’s statistics, 38% of people who enrolled themselves in a plan are happy with it verses people who used an agent, 85% are happy with their plan.