Instructor Guide

Module 1: Starting a Business (Part I)

Module 2: Starting a Business (Part II)

Module 2 Summary

This is the second of two modules for starting a business (note that all 7 modules are relevant to starting a business -- but Modules 1 & 2 cover the most common initial legal issues.

This module picks up where the last one left off. This time, Templeton decides to rebrand his business under the name 99 Designs. He later finds out that his new business name is already trademarked by another company. That company sues Templeton for trademark infringement, but (again) Templeton doesn’t receive the court documents -- only this time, it’s because his unreliable friend Floyd failed to pass them along. When Templeton gets a second chance, his solution to do a proactive trademark search, pick an available business name, and update his registered agent’s address.

Students learn about:

• Trademarks generally;
• Trademark searches and infringement;
• Protecting against “piercing the corporate veil”
• Fictitious name registration (someone known as “d/b/a”)
• Registered agents

Module 3: Hiring Help

Module 3: Summary

This module is designed to help you appreciate the importance of written legal documents. When a dispute comes up, your documents are your first line of defense. Paying close attention to detail and forecasting risks and complications is the best way to prepare for the unknown. Relying on friendships and handshakes is a quick way to fail. In this module, we’re going to get a sense of just how important our agreements (or lack of) become.

In the videos, Templeton hires a friend to build his website based on a handshake deal. His friend takes months longer than Templeton expected. And when he sends the final deliverable to Templeton, its poor quality and contains a fraction of the webpages Templeton expected his friend would create. Worse, Templeton runs into copyright issues. Templeton’s solution is to use a contract template and understand its provisions and their effects and consequences. 

Students learn about:

• Written contracts generally
• How to detail expected deliverables in a contract
• Copyrights
• Works made for hire
• Indemnification

Module 4: Your First Customer

Module 4 Summary

This module explores the complications that can arise once a business starts taking on customers. While paying customers are the lifeblood of a business, they come with legal risks. As with anything in business, the devil is in the details and you’ll have to learn to anticipate possible problems. While this module's legal topics might seem esoteric, they're applicable in almost every written contract and help the students better understand nuances in legal issues. 

In the videos, Templeton gets the good news that he has his very first paying customer! After a few early mistakes, he once again lets his guard down when he learns his new customer’s husband is an attorney. Thinking he can rely on the attorney, he accepts a contract (that he only briefly reviews) written by the husband and gets to work. 

Templeton’s solution is to change the jurisdiction clause to his home state of Florida and to adjust the warranty and indemnification clauses.

Students learn about:

• Nuances in written contracts (applies to all written contracts)
• Jurisdiction
• Warranties
• How attorneys can be good (or bad)

Module 5: Protecting Your Company's IP

Module 5 Summary

As your company expands, your team will grow right along with it. There’s a common misconception that if you hire “right,” you won’t run into problems with your employees. There’s also a misconception that employment problems only begin after an employee is hired. Both of these assumptions are incorrect. Legal troubles with employees can begin the moment you start looking to hire and come in a variety of shapes and sizes. Often, you can hire a great candidate and still run into a problem. 

So then why is this module called “Protecting Your Company’s IP?” Because, like most of these modules, legal issues are intertwined in all components of your business -- whether you hire employees or not. This module is great for any entrepreneurs, not just ones looking to hire employees or those focused on intellectual property. 

In this module, Templeton hires a sales rep from a competitor. The sales rep brings his customer list from his previous employer and also convinces another sales rep to join Templeton’s company. Eventually, Templeton finds out his two hires left his company to go back to working for the competitor. He sues to prevent them from stealing his customers and loses. When Templeton got a second chance, this time before he hired Chaz, he asked Chaz if he had any restrictions on working for a competitor. Chaz said he had signed a non-compete and an NDA.

Students learn about:

• Confidential information and NDAs
• Noncompete clauses for employer or employee
• Nonsolicitation clauses
• Hiring smartly

Module 6: Tax Issues

Module 6 Summary

Taxes are a major component of your company’s financial well being. After all, the bottom line is critical to sustaining a business. In today’s day and age, we work, travel, and communicate across state lines pretty regularly and without much thought about the boundaries. When it comes to taxes, those boundaries can be pretty important. Understanding how different states’ tax laws affect your business is a high priority. In this module we’ll explore some of the ways that an unexpected state tax law might come up. But it also emphasizes that “unexpected laws,” including tax laws, could be everywhere -- and helps students “think legal” about how the government plays a role in everyone’s business.

In the videos, Templeton has several clients and is working diligently to expand his team, the right way. He decides to hire an employee and wants to stay compliant. This particular employee lives out of state, which creates some complications for Templeton to navigate. Templeton learns that he owed taxes he wasn’t paying and didn’t know he needed to pay. When he gets his second chance, Templeton proactively pays all the taxes he owes to the state agency of his out-of-state employee.

Students learn about:

• Operating in more than one state
• How to know if you’re “operating” or doing business in other states
• Sales taxes
• Employment taxes
• Government roles in business

Module 7: Hiring an Attorney

Module 7 Summary

Having a reliable and trustworthy team is critical to your business’ success. When an actual or potential legal matter is beyond your ability to handle, your attorney becomes a critical team member. 

As with any other profession, not all attorneys are created equal. Understanding the kind and quality of conversations you should have with your attorney will dramatically enhance your relationship with them. In this module, we’re going to explore the ways we get to know our attorneys.

In the videos, Templeton reflects on situations where he contemplated hiring an attorney that wouldn’t have been right for what he needed. Templeton realizes that having a strong relationship with his attorney and asking the right questions would have made a dramatic difference. And this last video closes with Templeton finally getting along with the recurring character, Judge Bacon.

Students learn about:

• What to consider when hiring attorneys
• When attorneys are good or bad for your situation
• Hiring attorneys generally