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2021 Midwest Road, Suite 200, Oak Brook, IL 60523

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Starting a corporation is not as hard as it sounds, but some guidance is always great. Once you file your articles of incorporation, you need to take care of your 'meeting minutes' and have your shareholders elect your board of directors then the board must turn around and appoint the officers. If you're still in the start up phase or you are just one or two people, this process can actually be quite informal but necessary to maintain records for your corporation. I've created some templates that you can find in our Free Resources section (yes, there is no catch, they are actually free!)

And que the disclaimer that these resources are for informational purposes only and usage of these resources do not create an attorney- client privilege.

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If you are starting a new business or just have a new idea that you want or need to share with others in order to launch your idea, you need to protect your idea from being stolen. Merely telling someone that your idea is secret or kindly asking them not to share is just not enough. I've provided a sample

Non-Disclosure Agreement (NDA) that you can present for signing before sharing your valuable idea. It's free to download and use! (Disclaimer: it is always best to consult with an attorney about your specific situation and the sharing of this document does not constitute legal advice and does not create an attorney-client relationship).

Before entering into a contract, one needs to understand how contracts are enforced and their value. The reality is that a contract is only as good as it can be enforced and it can only be enforced in court. Otherwise, if there is a contract dispute between two parties, there is little, legally, that can be done.

For example, John and Joanna enter into a contract and John agrees to paint Joanna's house. Joanna decides not to pay John and John obviously wants his money. How can he get his money? He can not take back the paint or undo his work. He can not take Joanna's property to fulfill this debt. He can not call Joanna's bank and demand the bank pays him from Joanna's bank account. He can only sue her in the court of law, get a judgement, then enforce the judgment by attaching the judgment to Joanna's assets (absent a settlement).

So if you are negotiating a contract and find that the other party engages in unethical behavior or does not respect your rights as early as the negotiation phase, putting terms to penalize that person after a contract is signed means that you may have to spend months (if not years) and way too much money to solve a situation that you saw coming. Additionally, consider that the type of person who engages in unethical behavior will probably makes the legal process even more difficult such as evading service of process, delaying court dates, not speaking the truth under oath, and rebuffing settlement offers. The upshot is that contracts are great, and necessary, for enforcing the parties' rights should things go sour in an unexpected way, but you can not use a contract to avoid or mitigate a bad relationship. And this is why I tell my clients: you can not contract your way out of a bad relationship and sometimes it's better to just walk away.

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Attorney Danya Shakfeh created an easy guide that both employers and employees can use in order to assess whether their non-compete agreements and restrictive covenants are valid. You can download the PDF here.

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In the face of problems, we often do not consider the law to be a viable route. People often mistakenly think that the law can not help them or the law is not on their side. If you find yourself in such a situation, consider challenging that notion.
Here I will debunk 3 myths relating to legal problems:

  1. You don't think you have a contract. Many people mistakenly think that only disputes that involve written contracts are legally actionable, but all a contract requires is parties entering into an agreement with a bargain for exchange. You do not need any lofty language or signatures. A contract can be oral (admittedly more difficult to prove) or even just an an exchange over email. Sometimes contracts can simply form through one's actions. So if you have a dispute with another person or business, definitely consider speaking with a lawyer to make sure there is no contract-based legal claim.
  2. You do you have a contract but the terms do not appear to support your position. Generally speaking, parties can contract to whatever they please and courts do not typically interfere. However, there are provisions that are not enforceable. For example, in Illinois, no-oral-modification clauses are not enforceable so the fact that your contracts require 'written modification' of the contract is likely meaningless and you can challenge it. Another common example are improperly drafted non-compete agreements. The bottom line here is if you want to challenge your contract, definitely consider doing so.
  3. You 'Heard'... I commonly encounter other non-attorney professionals making comments (and yikes, giving advice) about the law when they they should not be. This is usually well-intended and without realizing that said person is giving legal advice, but nevertheless, detrimental to people. For example, an accountant might give advise related to corporate liability or a salesperson might give advice about contracts. Being that other professions encounter the law on the daily basis, those professionals will come to their own conclusions about the law. So when advice, even if not apparently legal advise, does not seem quite right, consult with an attorney to ensure the advise is accurate.
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