Guest Blog: The Distributor Agreement

Below are answers to some frequently asked questions related to Distributor Agreements.

Q: How can I protect my interests as a Distributor?
A: Rule No. 1: "GET IT IN WRITING!" Make sure you have included the important terms in a well drafted  Distributor Agreement, and that it is signed by each of the parties.  

Q: How do I know who is responsible for the shipment and when risk transfers to me or another party?
A: Make sure the risk transfer terms are clearly set forth in a comprehensive Distributor Agreement.

Q: Who will pay for tariffs, taxes, customs duties, etc.?
A: Make sure the allocation of responsibility of tariffs, taxes and customs duties is clearly set forth in a well-drafted Distributor Agreement.

Q: How can I reduce the risk of my Buyer circumventing me and dealing with the Supplier directly?
A: Make sure non-circumvention terms are clearly set forth in a well-drafted comprehensive Distributor Agreement.

Below is a Distributor Agreement Checklist.*

1. Legal Identity of the Parties of Distributor Agreement (it is important that the identity reflect the legal names of the entity(ies) and/or individual(s) and the State or Country where the entity is registered, as well, as the full address).

2. Appointment of Distributor for Distributor Agreement (or Seller, Reseller or broker).

a. Specify whether Distributor Agreement is an exclusive or non-exclusive distributor agreement;

b. Set forth territory;

c. Specify if there is a right to bind supplier; and
d. Permit or prohibit assignments of the contract and/or appointment of sub-distributors.

3. Term and Termination of the Distributor Agreement.

4. Define Products or Services and reservation of rights, right of first refusal, etc.

5. Clearly set forth Pricing terms (e.g. initial, notice for changes, etc.) for the Distributor Agreement.

6. Terms of Payment (Currency, Letter of Credit, etc.) for the Distributor Agreement.

7. Performance requirements (sales targets, remedial measures, etc.) for the Distributor Agreement.

8. Procedures related to Ordering and Shipping (risk allocation, etc.) for the Distributor Agreement.

9. Supplier's Responsibilities (min. & max. order, tech. support, marketing, etc.) for the Distributor Agreement.

10. Distributor's Responsibilities (inventory, reporting, training, etc.) for the Distributor Agreement.

11. Government filings or approval (allocation of responsibility, etc.) in relation to the Distributor Agreement.

12. Warranty (minimum warranty required by law, defective product procedure, etc.) applicable to products sold under the Distributor Agreement.

13. Intellectual Property rights (parties rights, granted and reserved, etc.) including but not limited to, use of Trademarks for marketing purposes, granted via the Distributor Agreement.

14. Termination (auto renew, special circumstances, etc.) provisions of the Distributor Agreement.

15. Non-Circumvention & Confidentiality terms for Distributor Agreement.

16. Whether Assignment of Distributor Agreement is allowed and under what circumstances.

17. Post-Termination Rights, remedies, etc. to be included in Distributor Agreement.

18. Dispute Resolution process for disputes arising under Distributor Agreement.

19. Non-compete provisions required by either party to the Distributor Agreement.

* This checklist is published with authorization from Grenier Law Offices, PC.  To view the entire article, go to http://www.contactmylawyer.com/distributor-agreement.   This article is provided for information purposes only and is not legal advice.  Also, it does not contain an exclusive list of issues. Do not rely solely on this checklist. Consult a qualified attorney with regard to the specifics of your situation.

Michelle L. Grenier, Esq. is a business lawyer and founder of Grenier Law Offices, PC, a Better Business Bureau Accredited Business since 2002.

Keeping Business Travel Costs Down

With increasing fuel prices, it's inevitable that there will be a rise in the cost of travel. This means that cost of doing business for many companies will continue to put a serious squeeze on profits.  BBB is offering advice for small business owners on how to reduce travel expenses and preserve the bottom line.


Move meetings online.
While nothing can replace the work that is achieved with a face-to-face meeting, many businesses are reducing travel costs by conducting meetings and training through video conferencing.

Establish Reduced Rate Agreements.
Many major hotel and rental car companies will offer reduced rate deals for businesses through a contractual agreement. In exchange for the lower costs, the business establishes the company as a preferred vendor. Before entering into an agreement with a specific company, the business owner should make sure that the hotel or rental car company offers the most convenient services and locations for the travel needs of the business.

Dedicate a staff member to tracking down deals.
With countless Web sites offering discounted travel, finding deals can become a full time job. While dedicating a staff member to the sole task of booking travel seems like a counter-intuitive way to save money, some companies that are spending significant amounts on travel have found that the added salary expense is indeed less than the savings. It also allows the staff to spend more time doing their own job – such as tracking down sales leads – rather than tracking down travel deals.

Eliminate the perks.
Tough times call for tough measures and while a small business owner might not make any fans by limiting travel perks, it’s often necessary. Business owners should consider establishing travel policies for employees that include guidelines on booking flights, using preferred vendors and adhering to spending limits for entertainment and meals. 

For more advice you can trust on small business management, visit BBB online at bbb.org.

Guest Blog: The 12 ‘I’s’ of Workplace Safety

While there are a variety of ingredients to creating a sustainable safety system, basic, fundamental ingredients are common to every successful safety system. The following 12 ingredients can contribute to the success and sustainability of a safety system for any organization.

1. Invent or create the safety system specific to your organization. This is where the rubber meets the road. The “actions” of company leadership represent the only true measure of an organization’s commitment to safety and health. Develop a safety and health policy that states occupational health and safety is one of the company’s core values.
2. Invest in the system to demonstrate genuine commitment. Safety is good business, and a company can actually save money by spending on safety. If an organization cannot afford safety, it cannot afford to be in business! Studies show that for every dollar invested in safety, $3 to $4 is saved.
3. Integrate safety with other organizational core values such as production, quality, human resources, customer service, and finance and do not treat it is as an added activity. One is not more important than the other.
4. Introduce employees to the safety management system during new-hire orientation. Start at the earliest stage possible by cultivating attitude and instilling health and safety values in employees. Set the tone right out of the gate on how safety is viewed in your organization.
5. Involve employees in the safety system to establish trust because the only true way an organization can enhance health and safety is through partnerships. Simply put, safety cannot be managed effectively unless employees are directly involved in the day-to-day efforts to keep the facility or construction site safe. Real culture change in an organization comes when employees and management work together to create a safe working environment.
6. Inform employees about the safety system by providing clear communication. Communication is not just words; the organization’s safety message is also expressed in the amount of resources it provides for health and safety, on how “visible” senior management is and how “engaged” management allows employees to be involved in the safety process.
7. Instruct employees about the expectations of the safety system because knowledge is the foundation of a sound and sustainable safety system. Through proper safety training, employees must be able to demonstrate correctly the safe practices associated with their job before they have to work alone.
8. Inspect the workplace regularly to seek out potential hazards and implement effective controls. All hazard findings must be corrected as soon as practically possible and should not be repeated on subsequent inspections. You must inspect what you expect!
9. Investigate all accidents and near misses to determine the root cause, holding employees accountable. Accident investigation and analysis is an essential component of a safety management system. Most accidents are preventable and each one has a cause; once identified, they can be eliminated to prevent recurrences.
10. Intervene whenever necessary with progressive discipline because people must follow established workplace safety procedures. Everyone in the organization must be accountable and have a clear understanding of the consequences for failing to perform their health and safety responsibilities. Discipline demonstrates your safety system has teeth! Accountability is one of the most critical components of a safety management system.
11. Influence morale by providing a meaningful safety incentive program. This is the fun part of the safety system. When implemented correctly a safety incentive program will easily justify its cost through a reduction in many costs associated with injuries and accidents. Organizations should celebrate safety achievement and successes. 
12. Indicators to measure the safety system’s success. Management needs to be able to measure success and keep score with tangible, measurable metrics. Effective management of the safety management system cannot occur without measurement. At a minimum, management should annually evaluate their health and safety system.

These twelve critical ingredients -- all starting with the letter “I,” provide an organized way of achieving safety excellence and help create an injury-free culture or climate. Strong management commitment to health and safety and meaningful employee participation are two essential ingredients of any successful safety management system.

Michael Miozza is the President of Health & Safety Solutions, Inc, a BBB Accredited Business since 2007.

Keep Your Business Savvy with QR Codes

Quick Response codes, or QR codes for short, are popping up everywhere these days. From magazine ads to store windows, QR codes are the fastest way to get your tech-savvy customer to your business’ website.

So what is a QR code, exactly? These 2 dimensional barcodes, which originate back to circa 1994, aren’t exactly new, but are now being used in fun, innovative, business savvy ways that are luring in customers. By simply downloading a QR reader app for free, a QR code can be read quickly by your smartphone.

A business can use a QR code to show information such as directions to their business, their company’s BBB Business Review or even a URL that the viewer can click to receive a coupon. You can even put a QR on your business card with a link in the QR that takes the recipient directly to your website. Or add a QR that contains your contact information making it easy to add that info to a cell phone.

If you are considering a QR code, BBB offers the following tips:

Where to display? Many businesses are turning to the windows of their store, paper advertisements, business cards, email signatures, shirts, mugs, ties and other products to display their businesses’ QR code.

How do you generate your own QR code for free? BBB Accredited Businesses can generate QR codes for their BBB Business Review, for FREE! In addition, many sites offer a free QR generator that spits out an easily copied code that can be used as a template for all of your QR code needs.

Are there risks? Just like with any other website, you should never use a QR code that will link to a website that you don’t trust. Make sure that the website is reputable and that the QR code is found in a trustworthy place. Like any other malicious website, QR codes can potentially direct you to a harmful website that can ultimately lead to a virus infiltration on your smartphone.

Guest Blog: A Cost Effective Way To Advertise Online

If you have a website for your local business and would like to attract more customers to your store front or if you sell a service to local people in surrounding towns and would like to get more leads, adding your business to Google Maps is a cost effective way to get these customers and leads. 

1. If you haven't already claimed your local Google Places/Map listing, do that now. Just do a search on Google for "Google Business Directory" or click this link: www.google.com/placesforbusiness/ and list your business. 
2. You want to find all the searches that result in Google showing their local business directory. Google's local listings don't appear for all searches, so you need to do some research to find out which keywords or phrase make them show up. Example: If your a plumber try a search for plumber, or plumbers. If there isn't a local result for that, try adding your town like: "Boston Plumbers" or Plumbers in Boston MA". Find all the keyword phrases that produce a Google Maps result for your industry, include other town names in your service area.
3. Create one page for each phrase or keyword that Google shows their local directory listings for on your website. The best way to do this is to incorporate a blog on your website. If you do not have a blog, this is an easy addition. Write one new blog post a week about the keywords and phrases you found trigger the local maps listings. You could write a post about a job you did in that town, include reviews and testimonials from people you serviced in the town, include pictures of the job, whether or not you pulled a permit, what traffic was like in the area, etc. Make sure each page is about the single phrase or keyword. It should be the first words in the title of the page, include it in the "alt" text of an image on the page, and you page content should be somehow relevant to the phrase. 

PRO TIP* Start by writing about towns that are recession proof, neighborhoods where the median income is above average, and where you aren't likely to have many DIY types. 

A Google places listing is free, advertising does not get any more cost effective than that. Free is Good! showing up for searches by locals in your home town will certainly get you some leads every year. But, showing up in 10-20 local towns will get you enough work to stay busy every week.

Michael Kern is the Founder of Inform Local, a BBB Accredited Business since 2012.

Writing a Privacy Policy for Your Website

Online privacy policies have taken center stage as social networking sites and search engines have recently come under fire for sharing user information. Even if you think your business is too small to merit a privacy policy, the Better Business Bureau advises that if you have a website, you will benefit by having a comprehensive privacy policy.

When drafting your website’s privacy policy, BBB recommends using simple language to answer the following five questions:

• What information do you collect? – Outline the types of personal information that you collect from customers. This includes home address, e-mail, phone numbers and credit card numbers.
• How do you collect the information? – Disclose how data is being collected to show you have nothing to hide.
• How do you use the information? – Include background on how you share customer information with third parties such as to process orders.
• What control does the customer have over their personal information? – Customers need a way to contact your business and control their personal data. Plan to include a direct phone number or e-mail address that customers can use to manage their information.
• How do you protect the information? – Explain how you protect customer data including, but not limited to, website encryption, limiting employee access to sensitive customer data, and server security.

Your business is unique and your privacy policy should reflect that.  Seek legal guidance before you finalize your policy. You are legally liable if you fail to abide by your privacy policy statement or if the statement does not comply with local and national laws.

Is Pinterest Right for Your Business?

Facebook, Twitter and YouTube have dominated the world of social media, but it’s time to make way for a new tool for small businesses, called Pinterest.


Pinterest is an online bulletin board that allows users to pin and organize images into specific categories of interest.  When using it for business purposes, businesses can pin images of their business logos, coupons, discounts and other consumer friendly images. Followers of that business can like, comment or repin the image onto their own board. The images will link back to the businesses website. 

Pinterest is an excellent tool because, it’s a great way to spread the news and drive sales. It is also perfect for those who like to share. Pinterest is a good opportunity to share pins from other businesses and consumers.

Check out BBB’s Pinterest page, http://pinterest.com/bbbconnection.

BBB recommends trying new social media outlets to enhance your brand visibility.  For more business news you can trust visit bbb.org. 

What are 4 Things a Small Business Should be Doing for Data Security?

1. If you don't need it, don't collect it...and don't store it. If you have it and don't need it any more, destroy it — responsibly.
2. Restrict and limit access — by everyone — to sensitive data.  Use locks on doors and file cabinets.  Limit employee access to data to those that need it to do their jobs.  Take precautions when mailing records.  Encrypt sensitive electronic information inevery site it is stored — on computers, on laptops, on PDAs, iPhones and iPods, on USB drives (sometimes called "thumb" drives").  Transmit data over the Internet using secure connections (SSL technology).
3. Use effective passwords...and issue a unique password to every employee.  Never use the default password that comes from another product or service provider.  Never use obvious passwords, such as your name, business name, family member's name, "12345," "ABCDE," "password," or your user name. Change passwords every 45-60 days.
4. Block potential intruders.  Protect your IT systems from viruses and spyware by using antivirus protection and firewalls.  Make sure these protections are up-to-date.

Progressive Business Publications Charged Business Owners for Unwanted Newsletters

Nearly 2,000 businesses have filed complaints with the BBB claiming that Progressive Business Publications, a Pennsylvania firm, billed them for publications and newsletter subscriptions they never ordered and, in some cases, never received.  We have just learned a Massachusetts business, has received an invoice and is being pressured by Progressive to pay. 

BBB suggests caution when dealing with representatives of Progressive Business Publications of Malvern, Pa. The company has an “F” grade with the BBB, the lowest grade possible.

Progressive billed complainants as much as $700, although some bills were under $100.  Some businesses said Progressive had offered the publications for free, only to charge them later without their approval. Others said they had no contact with Progressive before receiving invoices from the company. Still others said they learned of the newsletters only after they were contacted by International Credit Recovery, a New York firm hired to collect past-due debts for Progressive. That company also has an “F” grade with the BBB. 

Most complainants said they felt pressured to pay for publications they did not want.

The BBB offers the following advice to consumers and businesses receiving phone solicitations:

• Find out who is calling.  If you have any question about who is phoning you, hang up and call back after researching the company’s number.
• Be wary of giving any personal or business information to strangers.  Such information may be used later as evidence that you agreed to a purchase.
• Be cautious about accepting free or trial offers. Some businesses may distribute their product at no cost for a short time, but then charge you unless you follow very specific cancellation instructions.
• If you feel you have been charged for a product you have not ordered, call the company immediately to make your case. If that does not work, contact the BBB, the attorney general in your state and/or the Federal Trade Commission.

Install the Customer Review Button

Customer reviews are an essential part of business. They have become part of everyday life for consumers. Through online reviews, it seems that consumers aren’t afraid to tell you how they really feel. In our experience, it seems that people really do want to say nice things when their interaction with a business has been positive.  

Your BBB offers online Customer Reviews. These reviews appear on your BBB Business Review and offer consumers a chance to publicly acknowledge you for a job well done. So far, more than 450,000 customer reviews have been published for accredited and non-accredited businesses.

As an Accredited Business, you can add the Customer Review button to your website. When customers click the button, it will take them directly to the customer review form, where they can leave feedback about their experience with your business. 

BBB takes the time to verify all reviews before they are posted. We want to ensure that the individual posting a review is indeed a customer and that a transaction did take place.

And remember, you can also order free Customer Review cards to encourage feedback from your customers!

7 Reasons to Add the BBB Dynamic Seal to Your Website

Here are seven reasons to download BBB’s dynamic seal: 

1. It's free and easy.
2. You have options. Select the color, size and layout of the seal that best compliments your website.
3. You may promote your BBB rating.
4. The dynamic seal automatically links to your Business Review. With one click, potential customers can verify your BBB Accreditation.
5. BBB will track the number of seal clicks and send your business a quarterly report.
6. Dynamic delivery contributes to improved search engine results for your business.
7. You’ve earned it! BBB Accredited Business Seal symbolizes your company’s ethical reputation and commitment to build trust.

To download the seal:

• Click here for step-by-step directions.
• If you need assistance, please contact your business relations team. We're glad to help!