by: R. Joy Jackson, FCIP, RF

One frustration all risk managers experience is being brought into the contract process when it is too late to reduce the risk. Only yesterday, I was asked to review a contract for the acquisition of health equipment. When I sent my recommendations back to our contract negotiator I was told “But it’s too late – we already told the supplier that the draft they approved was the final version.”

The best time to negotiate contract terms and conditions is before the contract is signed!

Contract law is complicated, involving numerous federal, state and municipal laws (not to mention internal policies, procedures and protocols!) that apply different conditions depending upon the type and cost of the item under consideration.

Terms in the tender document or request for proposal are the starting point for most acquisition processes. The language of the tender or RFP is critical to successfully achieving a satisfactory relationship with the supplier of goods or services. The terms of the tender document, with the terms of the successful bidder’s response, are substantially the terms that will be included in the final contract. Procurement officers need to know the extent of negotiating ability they have upon receipt of bids or proposals. The variety in responses possible from bidders can often lead to very good reasons for going off in a new direction. But, straying too far from the tender specifications can quickly lead to multiple claims from unsuccessful bidders.

Purchasing and Risk Management Departments must work closely with other corporate colleagues to review or create business contracts that limit the organization’s liability exposure. Well-drafted, the indemnification and insurance clauses ensure that if something goes wrong it is clear who will bear financial responsibility.

The Risk Manager’s Role

The importance of risk transfer requires Involving risk management early in the process. The risk manager can help examine the purpose of the contract from an ‘outsider’s perspective. Specifically - what could go wrong with the work (or product/service)? If something were to go wrong – what are the implications of that problem? “Implications” can be financial cost, a delay in using the end result (e.g. a building), negative publicity or any combination of these three outcomes.

Risk manager can provide advice and consultation in structuring tender or RFP, assist colleagues in properly drafting contracts consistent with corporate policies and minimize financial risk by identifying and dealing with possible contingencies. They do this because they know that poorly prepared contracts can lead to nasty surprises. You want to enter into contracts with some assurance that the end result will satisfactorily meet your expectations.

The classic risk management process is helpful in conducting a review of any proposed transaction. To avoid surprises, you need to identify risks by considering what potential downsides can arise from the project. Once this step is complete, assess the risk by determining how likely it is that something will go wrong and if it does, how expensive the problem is likely to be.

The contribution of the risk manager to the contract language is central to successfully achieving risk transfer. Clearly define the circumstances under which the contractor will hold harmless and indemnify the municipality for losses arising from the supply of goods or services. If a serious loss occurs, these clauses can be analyzed word-by-word. Any ambiguity is likely to be held against you. Review and revise both the hold harmless and indemnify clauses until it is absolutely clear to you and to your procurement officer.

The term “Contractual Risk Transfer” is used by risk managers to avoid saying ‘passing the buck’. The goal is to always make the party who has control over the products or services accept financial responsibility.

Usually insurance does not cover problems arising from poorly-drafted contracts, negligence in the procurement process or poor performance of the work described by a contract. For example, there is usually no coverage for situations where unauthorized employees engage in work under an unapproved contract or for breach of contract claims. Poor business judgments and financial mistakes are also the responsibility of the organization. Claims arising from these errors typically must be paid by the municipality as those costs are rarely transferable to insurers or anyone else. The municipality is likely to incur all of their own costs arising from problems, plus any award to the claimant.

Always use written contracts and state terms and conditions clearly. In many situations verbal agreements are legally permissible. Properly drafted written contracts, however, reduce the chance of misunderstandings in the future. Documented business transactions protect the rights of all parties to the contract. The written contract provides an audit trail and authorizes the use of funds when paying invoices. Further, if the subject of the contract becomes an adversarial issue due to a lawsuit, the contract can show the intent of both parties at the outset of the work.

Written agreements ensure both parties have an opportunity to clear up at the negotiation stage any confusion or differing interpretations. The main purpose of written contracts is to prevent conflicts or litigation caused by inadequate documentation of crucial points. It is time-consuming and expensive to take issues to court for interpretation. Judges may interpret the contract differently than either party intended. The courts do not usually consider very great weight to verbal evidence as verbal statements are considered unreliable once a dispute has arisen. When contracts are vague or indefinite, or the intended performance cannot be determined, the court may rule the contract unenforceable - to the disappointment of both parties.

Power does not always prevail – when one party is larger than the other it may make them feel that they can dictate contract terms and conditions. Remember that you want a contract that is enforceable. When unfair bargaining strength is used, it can become contentious later if other problems arise. It is in all parties’ best interest to avoid ambiguous language and unreasonable or unlawful conditions. Always be prepared to be flexible and to take the time required for a good result!

Remember, it is important to note that any language showing a clear intention to negotiate cannot defeat an inherent duty of fairness with which the municipality must conduct themselves at all times. The trade-off is clear: the more extensive the negotiations, the more stress it puts on the municipality’s duty to be fair to all bidders.

To ensure changes are binding make them in writing and have the amendments signed by duly authorized representatives of both parties. This documents the change, provides clarity and binds both parties should problems arise later.

Three clauses complement and support the risk management process. They are hold harmless, indemnification and insurance. I recommend that these clauses be written separately.

In most vendor-provided contract documents, the Indemnification/Hold Harmless provision is far broader than what your organization would want to accept. Many vendor-provided indemnification and hold harmless clauses are limitless. If you accept these clauses you may be accepting responsibilities that your organization never wanted nor intended to assume and may not be able to insure. Usually you want to only sign contracts where the language limits your liability to acts over which the municipality has control and to the extent that it exercises that control. Assuming liability for independent contractors and consultants who are not under the municipality’s control is unwise.

The intention of the hold harmless clause is to describe exactly what type of circumstances the supplier accepts responsibility for. In particular, they specify who will pay for loss or damage arising out of the performance of the work contemplated by the contract. Most corporations will only enter into contracts in which the indemnification language limits their liability to acts over which they have control and to the extent that they exercise control. The hold harmless clause however, is only one clause of the trio needed to adequately protect the parties.

The second clause used is an ‘indemnity clause’. It will state that if something does occur leading to a loss, of a type that I/we have held you harmless for – then we will pay on your behalf (or reimburse you) any costs arising from our negligence. In other words, ‘the buck stops here’.

The final clause of the trio is the insurance clause. The insurance clause promises that the party performing the work (e.g. builder, supplier, etc.) will obtain and maintain the type and amount of insurance that you have stipulated to pay for any claims, losses and related expenses that may arise out of their negligence in performing the work planned in the contract. The intention is to ensure that the contractor has sufficient financial resources to support the indemnification provision in the contract.

With these three clauses, you have obtained a promise from your supplier or contractor to:
1. accept responsibility for their own errors or negligence,
2. pay any costs arising from those errors or negligence, and
3. carry insurance evidencing sufficient resources to keep their promises.

Often, I find that contract document presented by contractors have been written by lawyers or other ‘non-insurance’ professionals. In these cases, the language used may be out-of-date or simply not reflective of terminology used by insurance professionals. When this occurs, it is prudent to revise or replace those clauses with descriptions and phrases commonly used in the insurance industry today. This reduces the chance of ambiguity and difficulty in obtaining evidence of the type of insurance you want the contractor to carry. The most common example I see is the phrase “Additional Insured’ VS ‘Additional Named Insured’.

It is important that this phrase be limited to ‘Additional Insured’. Additional Named Insureds have at least two disadvantages: only Named Insureds are responsible for paying premiums and some policy exclusions apply only to Named Insureds. Benefits to your municipality of being an additional insured are:

 Coverage remains in force for Additional Insureds if a Named Insured breaches a policy condition,
 Reinforces risk transfer agreements in the contract,
 The Additional Insured has a right to claim defense from the insurer, and
 It usually prevents the insurer from subrogating from the Additional Insured.

Certificates of Insurance:

There is much debate amongst the risk management and insurance community about the value of obtaining and maintaining evidence of insurance on contracts. Certificates of Insurance verify the type of insurance that the Named Insured on the policy has purchased and specifies the coverage levels under that policy at the point in time that the certificate is issued. I firmly believe that certificates are of limited value – but they are the best and only evidence available at this time providing some level of comfort that contractors have a source of funds for defined claims situations.

There are two broad categories of certificates, those that you receive coming in and those that your send out to other parties. Municipalities usually receive certificates and infrequently send them to others.

Incoming certificates of Insurance are commonly issued by the contractor’s insurer or insurance broker. To be valid, I want to see the ‘live’ signature of a person authorized by the insurer to issue the certificate. Before issuing a certificate, the insurer wants some information describing reason for the certificate, the length of the subject of the certificate (e.g. a multi-year contract) and specific details of the name of the contact person/mailing address of their and at your organization.

Upon receipt of a certificate in your office, you will want to see at least the following information:

• name and address of the organization to whom the Certificate is being issued,
• brief description of planned activities/work,
• name and address of the Named Insured, (who must match the name on the contract)
• amount and type of insurance in force,
• effective dates of coverage, and
• a statement that your municipality is included as an ‘additional insured’.

When you are asked to issue certificates of insurance you should review the contract to be sure that you provide evidence of the proper type and amount of coverage required. Under no circumstances should you issue a certificate on behalf of any party or other organizations independent of your municipality, no matter how close a working relationship you may have with it.

When reviewing tender or RFP documents and the contracts that arise from them you can effectively use the risk management process to review the proposal and draft appropriate language. Manage exposure in any contract situation by ensuring conformity with generally accepted ‘due diligence’ practices from the very beginning. Be sure that appropriate risk transfer provisions are included at the tender or RFP stage. Finally, once the contract draft is agreed upon, ensure that evidence of insurance (and bonding, if required) is obtained and maintained throughout the life of the contract. As a risk management professional, remember that your training and experience makes YOU an expert who can protect your municipality.
About The Author

Joy Jackson is president of Cunnart Associates; specializing in risk management training and consulting services for the public and non-profit sector. To contact, email joy@cunnart.com or visit http://www.cunnart.com

In today’s litigious society, no profession can escape the cost and aggravation of legal claims and suits. Design Professionals, architects and engineers, are no exception. One important and distinct type of claim or suit is the professional liability or malpractice claim.

A variety of other types of claims and suits may be made against the design professional, such as claims for ordinary negligence, such as automobile liability cases, or slip and falls on the company’s property. There are suits for wrongful employment practices such as discrimination, sexual harassment, or wrongful discharge. Finally, there are suits for commercial disputes over contracts, trade secrets, and patents.

Professional liability claims are unique and distinct from other types of claims because they are made against the professional in relation to the performance of professional services and the specific duties owed by professionals which are not applicable to the public at large. As a result special rules and standards apply to these claims that do not apply to other types of negligence actions.

A claimant may file a claim or suit asserting professional negligence, as a tort, such as negligence or misrepresentation, or may assert the claim as a breach of contract claim or that the design professional was negligent in the performance of its contractual duties.

ELEMENTS OF A CAUSE OF ACTION FOR PROFESSIONAL MALPRACTICE

In the absence of a specific contractual undertaking, the architect or engineer design professional owes legal duties to perform their work in accordance with the standard of practice of their profession.

Generally speaking, in order to prevail on a professional malpractice or professional negligence cause of action, the Plaintiff must assert and establish:

a. what the standard of practice is for the design professional under the circumstances;

b. that the design professional violated the standard of practice, and the way in which the standard of care was violated; and

c. that the Plaintiff suffered damages as a proximate result of the violation of the standard of practice.

STANDARD OF PRACTICE

What does it mean for there to be a standard of practice or a violation of the standard of practice? The standard of practice is the exercise of ordinary skill and care common to the professional under the circumstances. It is not the average performance of all professionals or the best performance of professionals. The standard of practice can relate to any aspect of a design professional’s work, from design to construction administration.

Just because a majority of professionals would do a task a certain way or that the claimant’s expert would do it differently does not mean that the way that the design professional performed the task is wrong or was a violation of the standard of practice.

Professional negligence must be contrasted with ordinary negligence. Professionals, like any other person, can be sued for ordinary negligence for matters not relating to their professional duties and practice. For example, if a person slips and falls on ice on their property of the professional, in the course of driving to or from a construction site, negligently causes a motor vehicle accident, those claims would be ordinary negligence claims where the standard of practice would not be applicable.

The design professional does not guaranty success (unless the design professional contractually or expressly makes a guaranty or warranty), and a bad result does not necessarily constitute a violation of the standard of practice.

Ordinarily, a claimant must present expert testimony to support a claim of professional negligence. There is an exception where the alleged professional negligence is a matter of common knowledge, or if the defendant professional establishes by his/her own testimony the standard of practice and breach.

PROXIMATELY CAUSED DAMAGES

Proximate cause is a legal term that involves elements of forseeability and a close relationship between the conduct alleged to impose liability and the damages.

In the context of claims against design professionals for malpractice, it is often alleged that the design professional should have designed the building or system differently, specified different equipment, or omitted something of significance from the design or specifications.

However, where the alleged damages involve things that should have been provided, but were omitted, or where betterments or improvements should have been specified or designed into the building or system, those may not be proximately caused damages. If the additional work or additional equipment, such as more expensive or sophisticated features or controls, would have been required had the design professional acted properly, then those costs would ordinarily have been incurred by the owner at the time of construction if the professional had not been negligent, and are not proximately caused damages. If the alleged damages involve improvements that make the building or system better or more valuable to the owner, then those betterments may not be proximately caused damages as the owner would benefit from those improvements and would have paid for those betterments.

On the other hand, if the cost of providing those improvements including the cost of the additional equipment or system, or the cost of installation of that additional system or equipment is more than it would have been had the design professional properly designed the system or properly prepared the specifications at the outset of the project, then those additional costs may be recoverable as proximately caused damages. For example, if the price of purchasing the additional HVAC equipment has gone up since the original contract and bidding process, or if it would cost more to install the equipment after the fact because other equipment would have to be remove and reinstalled, then those would be recoverable costs and/or expenses.

BREACH OF CONTRACT VERSUS NEGLIGENCE

Completely apart from the issue of professional malpractice for violating the standard of practice, a design professional may be liable for breach of a specific contractual promise or a specific guaranty or warranty.

However, in the absence of such a contractual undertaking or warranty, to what extent is a design professional liable to a third party under principles of contract or tort?

Historically, Defendants and design professionals were not liable to third parties for property damage or bodily injury, or to other contractors for their economic losses, in the absence of privity of contract, i.e., a direct contractual relationship with the party making the claim.

The principles of privity of contract were eroded over the years both in ordinary negligence cases and in professional liability cases and claims have been allowed in most states against professionals by third parties in spite of the lack of contractual privity.

However, at least in Michigan, recently there has been a movement in the opposite direction limiting the liability of contractors and design professionals to third parties.

The court in Matrix relied upon a Michigan Supreme Court decision in Fultz v Union-Commerce Associates, 470 Mich 460-463 (2004) which held that a third party cannot sue a contractor without having a contractual relationship with the contractor in the absence of proving some duty owed to the claimant independent of the duties undertaken by the contractor under the contract with the owner.

Other states still allow suits by third parties against design professionals in the absence of privity of contract.

Third party Plaintiffs which are not in contractual privity with the design professional may also assert that they are third party beneficiaries of the contract between the design professional and the owner and thus entitled to sue. This approach often does not succeed because a third party beneficiary must establish that the parties to the original contract with the owner intended to benefit the third party.

FRAUD AND MISREPRESENTATION

Claims against design professionals for fraud or misrepresentation are generally considered distinct from ordinary malpractice claims involving breach of the standard of practice. They do not require proof of the standard of practice and violation of the standard of practice, but rather have their own independent elements as follows:

a. a misrepresentation or omission of an important fact;

b. the misrepresentation or omission was made negligently, innocently, or intentionally;

c. the claimant reasonably relied upon the misrepresentation or omission; and

d.the claimant suffered damages as a proximate result of the misrepresentation or omission.

Frequently claimants will assert misrepresentation or omission allegations against design professionals relating to errors or omissions in specifications, or in statements made to the contractors in the course of the bidding process or construction or administration of the contract. In such cases, the third party may not be able to establish the necessary element of reasonable reliance where the design professional’s duty is owed to the owner, not the third party.

Claims for misrepresentation often require a higher level of proof, i.e., proof by clear and convincing evidence.

Misrepresentation claims by third parties may be allowed even where professional liability claims based on breach of contract are not, because they are considered to be a distinct type of claim.

STATUTE OF LIMITATIONS/STATUTE OF REPOSE

One of the different rules applicable to professional liability claims is the time period during which a claimant can sue, or the statute of limitations or in some instances a statute of repose. A statute of limitations usually limits a claimants right to sue after a certain number of years after the claim accrues. The accrual date can be the date of the alleged wrongful act, the completion date of a project, the date of the injury or damage, or in some instances, the last day that the professional performed services for its client.

A statute of repose limits the time after which suit can be performed to a certain number of years after a date, often the completion or occupancy of a project or building, without regard to when the injury or damage occurred or could have been discovered. Thus a statute of repose could preclude a suit even though the damages had not occurred or became manifest or discoverable before the deadline.

COMMON CAUSES OF MALPRACTICE CLAIMS

Malpractice claims can arise out of a variety of situations and causes too numerous to relate. However, some of the more common ones are addressed here.

Many malpractice claims arise out of disputes over the scope of work and claims relating to oral agreements or representations. As a result, it is very important for the design professional to document its scope of work and all agreements or understandings, even for small projects and for clients where there is a long term ongoing relationship.

Too often, after an initial proposal or professional services contract for an initial project, and after an ongoing relationship settles in, informalities arise, where formal documentation of the project and scope of work can go by the wayside. If a major loss or claim arises, that prior close or long term relationship may not prevent disagreements over scope of work and duty issues or prevent one party from asserting revisionist history to support their claim. Good documentation is an important measure to prevent malpractice claims and help defeat them when they arise.

Similarly, informal or oral decisions or changes made in the field without the necessary investigation, communication, and documentation can lead to malpractice claims based on ambiguous decisions or change orders, lack of owner consent, or insufficient information.

Failure to address complaints or issues raised by the owner, or contractors, in a timely fashion and respectfully can cause anger and blow out of proportion a manageable issue that could have been solved early at little expense. Complaints over billings or charges that are ignored or blown off can sometimes lead to other claims of poor work or services and snowball into a malpractice suit.

Where delays are caused by unexpected circumstances or conditions, bad weather or supplier issues, claims may be made against the owner for delay damages and extra expenses or result in litigation against the contractor for delayed or uncompleted work, missed deadlines, and poor workmanship. These claims often result in the design professional being brought into the fray and litigation. It is best to identify and address these issues clearly and directly with the owner and contractor and resolve them before the amount of money and time involved becomes critical to either side making litigation more likely.

About The Author

Randall Phillips, principal of Provizer and Phillips, P.C. of Bingham Farms, Mi; rphillips@p-ppc.com 25+ years of experience in complex litigation including professional liability, toxic tort,environmental, construction defect,and insurance coverage litigation.

by: The Business Plan Factory

Your business plan is typically the first impression potential lenders of investors get about your business idea. Even with a great product, team, and customers, and you are unable to convey to properly convey your image, it could be the last impression if your plan has some of the following, common mistakes.

Lenders and investors review hundreds of business plan every year and with every plan, lenders and investors become more cynical because the same mistakes pop up with regular frequency. With so much competition for a limited amount of capital, it is imperative to not make these mistakes.

1. Financials

Unrealistic Financial Projections - Simply saying that you are going to do $100,000 in sales is not enough nor can you simply say there is no way of knowing. Everyone knows there is no way to accurately come up with financial projections over the next three years, especially in a start-up. But, what is required in your plan is that reasonable assumptions are made and supported with research. By incorporating a detailed list of assumptions and how you arrived at your numbers, the lender/investor can judge your analysis and decision making process. If you are projecting to generate high sales outside of industry norms, explaining how you arrived at this conclusion is a must. Lenders and investors have seen many, many plans that claim sales are going through the roof once funded and as a result are very jaded at statements like this. Financial data that is inconsistent with industry averages and overly aggressive sales figures will raise flags. Explain every number.

Confusing Cash with Profits - Revenues do not always equal cash. For example, suppose you make a sale this month for $100 that cost $50 to produce. Assuming your buyer doesn’t pay for 30-60 and even 90 days if dealing with state or federal sources (and assuming they all pay), the effect on your cash flow is significant. Suppliers and employees still have to be paid for their work while you are waiting on payment from the buyer.

While you may not have a significant portion of sales coming from receivables, the timing of cash flows is critical for developing a financial strategy as cash flow is much more important than profits. Profits are an accounting concept while cash is money in the bank. If you don’t believe me try paying your bills with profits.

No Adjustment for Seasonality - All businesses are seasonal to some extent, some more significant than others. Seasonality refers to the percentage of sales that are made in a month. For example, most retailers have huge November and December sales and lousy January and February sales. Did you make enough cash during the good months to cover the slow months to cover salaries, rents and lights?

If You Build It They Will Come - Be careful in assuming once your doors open people will be streaming in to buy. You have a new, relatively unheard of business. This is a time when your business is particularly vulnerable as most of new owner’s cash reserves have typically been used to open the store. If sales projections are off during the first couple of months and you don’t have enough working capital to keep the lights on, you may be quickly going out of business.

Insufficient financial projections - Basic financial projections consist of four elements: Income Statements, Profit & Loss, Balance Sheets, and Cash Flow Statements.

For most businesses a three-year projection is sufficient, but if yours is a capital intensive one and will take longer to show profitability then use five. Actual figures are a must if you can get them and any number in the projections needs to be in the business plan narrative. If you are purchasing an existing business use the historical financials to show support for your sales figures.

No Quotes - Any significant expenses should have a quote accompanied in the appendix, especially for construction or remodeling as this is an area where most entrepreneurs slip as they do it themselves and greatly underestimate the costs.

2. Marketing

Failing to relieve the customer’s pain - Businesses are rewarded to make consumer’s pain go away. Pain can include; my car stopped working, my doggie is sick or my tax returns are too hard to prepare.

If your business plan can’t show how you are relieving the customer’s pain, then the chances for success in the marketplace is extremely limited.

Remember pain equals market opportunity. The greater the pain, the greater number of customer’s with this pain and the better you can relieve the pain equals greater market potential.

One Billion Customers Served - Claiming everyone needs your product/service will send a strong message to the reviewer that you don’t know your market and remove any credibility to your plan. In the good old days the shotgun approach to marketing could work as there were limited channels for advertisement. Today with unlimited outlets and more narrowly defined markets, this approach does not fly.

While it’s true everyone eats, not everyone will eat at your restaurant, nor could you effectively advertise to everyone. By researching the segments that are most likely to use your product/service and showing how your message will get to them will ultimately make your endeavor more successful. Having clearly defined target markets will show you have done your homework and be the cornerstone of a marketing strategy that can succeed.

We have no competition - Use this statement if your want your plan rejected. Every business has competition. While there may not be a direct competitor, meaning one that offers the same or similar product, there is always an indirect competitor.

Saying there is no competition tells the reviewer that you have either not done any market research or there is not a market for your product.

3. Organization

Writing For The Wrong Audience - A plan for a lender should be written differently than one for an investor. Banks are interested in seeing the likelihood that debts be repaid and investors are interested in the upside profit potential. Be sure to write your plan to your audience. For both, keep to the facts, keep it clear and keep it simple. If you don’t feel you have the writing abilities to make your plan shine, then get help.

Poor spelling and grammar - Leaving spelling and grammatical errors in your plan only tells the reviewer that you are not paying attention to details and may not pay enough attention to the business. Use spelling and grammar checkers and let others review your plan to make sure there are no errors.

Too repetitive - Many times, plans will cover the same points over and over. A well-written plan should cover key points only twice: once in the executive summary then again in greater detail in the narrative of the plan.

Remove the Jargon - Using simple language is imperative to getting a technical business funded. Don’t think that by using complex terms that lenders/investors will be so impressed with your knowledge that they will whip open the checkbook. Businesses that can’t be understood don’t get funded. If you can’t explain your business to a sixth grader your chances of funding are in jeopardy.

Investors are really only interested in your technology if it solves a problem that people will pay for, is better than the competition, can be protected through patents and can reasonably go to market without spending a lot of money.

Keep the technical details out of the business plan and in the white papers.

Appearance matters - Make sure your plan looks professional. Use professional printing, binding, keeping fonts consistent and easy to read. The more money being requested means investing more time in making sure your plan will stand out from the crowd. Be careful that you don’t go overboard and give the impression that the plan is all style and no substance.

Length - A long business plan does not make a better business plan. All of the industry and marketing research won’t save a flawed plan. Too many plans have been immediately rejected because they are too long. Lenders and investors favor entrepreneurs who can efficiently demonstrate the ability to efficiently get to the point.

An executive summary should be no more than 1-3 pages. Ideally it should only be one page but some complex plans require more. An ideal business plan is 20-30 pages, including financials. Remember less is more!

Use operating plans, white papers and marketing plans for the in-depth details.

Fluffing - Using phrases like “unmatched in the industry;” “narrow window of opportunity;” or “ground floor” are empty phrases filled with hype. If anything, the cynical reviewer will be turned off by the hype and trash your plan. Stick with laying out the facts – what is the problem, how will you solve the problem, how big is the market, how will consumers buy it and what is your competitive advantage. If the opportunity is there the lender/investor will be able to make the decision for themselves.

Overvaluing the business idea - What gives a business value is not the idea but the execution of the idea. A great idea is a start, but almost everyone has had a great idea at some point in their lives. How you will execute this idea is what sets apart a real business from the dreamers.

4. Execution Mistakes

Waiting too long - Funding a business takes a long time. Expect three months at a minimum after finishing your business plan to get funding. Unless you have sufficient capital, other sources of income and can be funded in-house at a bank, this number may be reduced. Bank financing for business with less than two years of operating history are typically funded through an SBA guarantee, which requires additional time, patience and paperwork. Financing through investors is usually an even longer process as they have a lot of people competing for their money and they tend to do significant due diligence to secure their investment. Waiting until you need the money is a sure way to keep your business from launching.

Unreasonable time lines - Many business owners underestimate the timelines for completing milestones. Its human nature to think we can do things faster than is possible. When getting a business started there will be several tasks you could not have anticipated and the some tasks you think will be easy which will end up taking much longer. It is best to overestimate and finish early, rather than scramble and execute your opening poorly.

Failing to seek outside review - When preparing your plan, be sure that you have at least a few people review it before sending it out. Preferably look for people in your industry or who have a specialization in sales, distribution, etc that could lend a fresh set of eyes and find any flaws in the plan. Being so close to the action can keep you from being objective and this additional scrutiny may save you countless headaches and money down the road.

Perfecting - It can be easy to spend countless hours perfecting your plan and ultimately never launching. Remember, your plan will never be perfect and in practice should be continually updated as you learn more about the business, market and customers. Don’t make your plan an academic practice, finish it and get in front of investors and lenders. Use this feedback to see if your plan really needs the additional perfection.

About The Author

The Business Plan Factory has helped entrepreneurs since 1999 with the development and review of business plans, creation of financial projections and business coaching. More information on The Business Plan Factory can be found at www.thebusinessplanfactory.com

Here are a few success quotes that can keep you motivated to achieve it in life.
Success has different connotations for different people. While for some it may mean making lots of money, to others it could mean achieving one’s goals in life, and for still others, it is about fulfilling one’s potential. No matter how one may define success, one of the best ways to keep oneself on track is reading the success quotes written by some of the best thinkers and successful people in the world. Given below are some of the most profound success quotes, which can keep one motivated to strive to achieve it.

“Take up one idea. Make that one idea your life - think of it, dream of it, live on that idea. Let the brain, muscles, nerves, every part of your body, be full of that idea, and just leave every other idea alone. This is the way to success, that is the way great spiritual giants are produced.” - Swami Vivekananda

“Courage is the discovery that you may not win, and trying when you know you can lose.” - Tom Crause

“The greatest barrier to success is the fear of failure.” Sven Goran Eriksson

“Success is simple. Do what’s right, the right way, at the right time.” - Arnold H. Glasgow

“They can because they think they can.” - Virgil

“Success means having the courage, the determination, and the will to become the person you believe you were meant to be.” - George Sheehan

“Nothing can stop the man with the right mental attitude from achieving his goal; nothing on earth can help the man with the wrong mental attitude.” - Thomas Jefferson

“Don’t wait until everything is just right. It will never be perfect. There will always be challenges, obstacles and less than perfect conditions. So what. Get started now. With each step you take, you will grow stronger and stronger, more and more skilled, more and more self-confident and more and more successful.” - Mark Victor Hansen

“Success is not measured by what you accomplish, but by the opposition you have encountered, and the courage with which you have maintained the struggle against overwhelming odds.” - Orison Swett Marden

“Keep steadily before you the fact that all true success depends at last upon yourself.” - Theodore T. Hunger

“You are the embodiment of the information you choose to accept and act upon. To change your circumstances you need to change your thinking and subsequent actions.” - Adlin Sinclair

“The first step toward success is taken when you refuse to be a captive of the environment in which you first find yourself.” - Mark Caine

“Success is the sum of small efforts, repeated day in and day out.” - Robert Collier

“Success is not the key to happiness. Happiness is the key to success. If you love what you are doing, you will be successful.” - Herman Cain

“The thing always happens that you really believe in; and the belief in a thing makes it happen.” - Frank Loyd Wright

“You have to learn the rules of the game. And then you have to play better than anyone else.” - Albert Einstein

“There is only one success–to be able to spend your life in your own way.” - Christopher Morley

“Success is focusing the full power of all you are on what you have a burning desire to achieve.” - Wilfred Peterson

“Success comes in cans; failure in can’ts” - Unknown Author

“The difference between a successful person and others is not a lack of strength, not a lack of knowledge, but rather a lack in will.” - Vince Lombardi

“Success means doing the best we can with what we have. Success is the doing, not the getting; in the trying, not the triumph. Success is a personal standard, reaching for the highest that is in us, becoming all that we can be.” - Zig Ziglar

“The road to success is always under construction” Lily Tomlin

“Success is the good fortune that comes from aspiration, desperation, perspiration and inspiration.” - Evan Esar

“For true success ask yourself these four questions: Why? Why not? Why not me? Why not now?” - James Allen

By Rita Putatunda
Published: 2/16/2008

by: Kathy Austin

With the Style that only Chevrolet can offer, its compact truck the S10 has turn in one of the most common compact pick up truck in the market. It is like Goliath in the body of David, it have the power of a big truck and the style and convenience of a pickup. It is made for people that work hard but takes things easy. It is made for people that are sure of what they want and work to achieve their goals. That’s why if you want to state your style you need a Chevrolet S10 keychain.

We all want to live, we want adventure, we want to see new things, and we all want to fulfill our dreams. Well, we have to work hard to achieve our goals; we need to be strong, we need power and we have all that in ourselves. Just think in the first time you see that Chevrolet S10 and you think “that’s my baby”, you want it and you do all you need to do to have it. After sit behind the wheel, you probably think “I can do whatever I want, I have the power”.

Sometimes, we just need a little reminder and there it is for us, we just need to see our keys and we feel free. Then, what will you feel if our keys are attached to a symbol of power as the Chevrolet S10 keychain, black leather with silver keychain with the Chevrolet S10 logo.

It is all matter of attitude towards life. What we expect, what we wish, what we desire, but most important, what will we do to get it. Do we feel that we have what it takes? If we want some thing, then we just have to believe we can reach it and with some effort we can get it. If we have the right attitude we are able to do anything, and in those times we don’t have the attitude we need a reinforcement, something that tells us that we have what it takes, as the Chevrolet S10 is synonym of potential, then our round chromed Chevrolet S10 keychain will give us that reinforcement.

Your car represents you and your expectations, that why it is so important for you. It has to show the world what do you want and, most important what you are capable to do. No matter if you are an adventurer or more conservative person, if you know what do you want from life, there is a car with a set of keys and there is a keychain for you. The Chevrolet S10 keychain comes in a wide range of colors and shapes to suit your style.

You love power, you love style, you love freedom, you know that your Chevrolet S10 fulfill all your expectation, it gives us flexibility, convenience and the force that only a Chevrolet can, then keep all that with you all the time, no matter where you are, or what your doing your keys will always be with you and also your Chevrolet S10 keychain.

by: Melissa Kellett

You have decided you want a new car, but your last experience buying a car was not so good because of the huge burden financing the purchase was. Now you need a loan but do not want to be caught in a bad deal again. You do not need to worry, buying a new car and getting a good deal on a car loan is possible if you follow these easy steps and you pay attention to the tips we provide in this article.

Few cars are bought fully on cash, most people have to use some sort of finance in order to get all the money needed to buy a car. The most common financial products used for this purpose are personal car loans and financial schemes offered by car dealerships. The first thing you need to understand if you want to save money on your purchase is that car dealers are not loan specialist and they can not provide you with a competitive loan. Moreover they work in association with certain financial institutions and they receive a share of the profits. The financial institution will most certainly charge you for that cost and you will end up paying a lot more.

Personal Car Loans

When requesting a loan, what you need to be aware of is that the lending industry is a buyer’s market which means that lenders will be competing to get clients and thus, you need to shop around to get the best loan offer available. Do not be afraid to bargain with lenders, if you get a better offer let the others know so they can improve theirs and so on. You might end up paying far less than you thought.

The easiest way to compare loan offers is to take note of the APRs and compare them in order to see which one is the lower. However, the APR is not the only thing you need to compare. There are some fees and costs not included in the APR, beware of these as they can greatly increase the overall cost of the loan. Watch for prepaying penalty fees, closing costs, and any other loan term that may affect you.

The best place to look around for car loan lenders is the internet. You will find many lenders dealing with car loans. There are lenders willing to approve car loans for people with bad credit, no credit or even bankruptcy. You need to request loan quotes from them and make sure they will not pull your credit report till you are certain to get approved. If you are unsure whether you will meet their requirements or not, do not authorize them to check your credit history because too many credit checks or declines can affect your credit score negatively.

Raise Your Credit Score

It is important to have a good credit score since a good credit score equals to lower interest rates. If you are about to finish paying an outstanding loan and you have paid the installments on time, it is better if you just wait to cancel it completely before applying for your car loan. This will increase your credit score substantially.

Do not pay late and never miss payments. Prepay any small loan you may have as this will increase your credit score. Too much outstanding credit, even if not used, affects your credit score. So, you should close store cards accounts and credit card accounts you do not use. Bear in mind though, that you should not do so with all the accounts at the same time as this might be misinterpreted.

Make A Down Payment

Finally, another great way for saving money by getting a better deal on a car loan is to put aside as much cash as possible and make a down payment. This will greatly reduce the interest rate you will have to pay for financing and thus, you will save thousands of dollars over the whole life of the loan. Down payments show the lender you have the capacity to save money and that you will be able to repay the loan. Thus, the risk for the lender is greatly reduced and the interest offered will be substantially lower.

by: Timothy Rudon

Defensive driving teaches safe driving techniques to drivers. At defensive driving classes students learn to overcome mistakes in driving techniques, learn to improve their driving skills; learn to make informed decisions and to anticipate situations while driving.

Defensive driving classes have been set up in every state by the government and police departments to make the world a safer place to live in. The need for speed can kill, it is important to teach driver discipline and safety rules. Defensive driving aims to reduce the risk of driving. Drivers must instinctively anticipate dangerous situations and avoid risks while driving vehicles in normal as well as adverse conditions. Defensive driving courses cover aspects like: emergency care, principles of safety, control of fear and emotions, on the spot decision making, quick reactions, fear, and so on.

More than 50,000 people in the US loose their lives due to road accidents. Accidents can be prevented by following simple rules. There are websites online that teach the rules that can help save lives. See http://www.roadtripamerica.com/DefensiveDriving/Drive-Safe-With-Uncle-Bob.htm .

The benefits of defensive driving classes are many and vary with each state.

1. Most states offer as incentive a reduction of points on your driver’s license following a driving violation ticket and offer the additional incentive of not increasing insurance rates.

2. In some states a defensive driving course would get at least 10% reduction is insurance rates for a period of 3-5 years. This being a considerable saving.

3. A defensive driving course will teach safe and accident free driving techniques.

4. The course will teach protection techniques and how to handle road rage and speeding.

5. The defensive driving course will teach safe driving techniques in bad weather and adverse conditions. The course will hone skills in highway driving, night driving, and extreme weather driving.

6. The course will inculcate critical safety issues and teach emergency action too.

7. By taking a defensive driving course you will not have to appear in court.

8. The driving violation charges will be dismissed and a fine will not be assessed.

9. Defensive driving classes create responsible citizens which mean children and families will remain protected.

10. Most important the defensive driving classes will improve driving skills, reiterate driving laws and rules and make better drivers of people.

A defensive driving class can even be taken virtually. States have set up defensive driving classes both online and offline to create a safe environment for citizens. Defensive driving teaches people to be responsible drivers and take all necessary precautions when seated behind the wheel of a car. It protects not just the driver but pedestrians, animals, and fellow commuters. It makes the roads safer.

Defensive driving saves lives.

by: Timothy Rudon

Buying a new or used motorcycle is serious business. It needs thought and careful selection. A motorbike is sacred to many and just a vehicle to some. However no motorcycle buyer should be without a check list that will help him or her make a great selection.

10 musts before paying for a motorcycle:

1. Check it out and do so with a motorcyclist friend in tow. Check if the motorcycle is clean and straight down centerline and forks.

2. Take along a list of models and their pros and cons. Discuss the nuances with the friendly sales person.

3. Find out about gears, brakes, clutch, and all other mechanics.

4. Determine engine specifics and details of gas tank and wheels.

5. Ask about service and warranties.

6. Get details of accessories and other musts like helmets, rear view mirrors and so on.

7. Sit on a lot of bikes to get a feel of height and riding position.

8. Read up on bikes in discover Today’s Motorcycling. Get all the information on types of bikes, financing, bike care and more.

9. If you are new to motorcycles choose a light-weight bike rather than the coolest, sexiest bike that only pros can ride. New riders should aim for a four-cylinder of less than 600 cc or 75- cc for sports machines and 150cc for everyday use.

10. Ask about safety gear and budget for this too in the cost of the motorcycle. Use pants, helmet, gloves, and jacket meant for motorcycling.

All motorcyclists must consider safety and reliability. Get a valid motorcycling license and insurance too. Be wise and take a Motorcycle Safety Foundation (MSF) course see: http://www.msf-usa.org/ .

Refer to magazines like beginner Bikes magazine for recommendations on good starter bikes. According to dedicated bikers, a good choice of a motorcycle for a beginner would be Honda, Suzuki, Kawasaki, Yamaha, and Buell Blast.

Choose a bike that suits you and not one that looks good on the cover of a magazine. The rule of thumb is the motorcycle and its rider must fit like hand in glove. Test ride the motorcycle and get a feel. A large part of selecting a motorcycle is comfort and instinct. So choose a motorcycle with care so that you get long hours of riding as well as comfort and safety.

Never buy a bike on first sight or visit. Take your time in making a selection. Visit the many motorcycle websites on the internet and comparison shop. Find out what offline prices of motorcycles are and compare features as well as prices, service contracts, and warranties. Many people find that the best deals are available on the internet. Others feel a motorcycle must not be bought without viewing and test riding. So get all your thoughts and options in order before you make a choice.

Look, we understand that different people have different tastes, but bronze and gold gadgets have have always been a novelty and never sold that well — so we’re totally confused by Sony’s decision to release a limited-edition “matte bronze” PSP. That’s right, it’s not even shiny, it’s basically beige — like, aggressive, 1950s-kitchen beige. Only 60,000 of these abominations are set to be released in Japan, for ¥23,800 ($230), and the bundle includes a TV-out cable for the first time. Of course, we recommend that you pop the extra $29 or whatever to pick up that cable separately and buy a PSP that doesn’t immediately call to mind the phrase “nude hose,” but if you gotta do it, we’ll still be here for you. Just, you know, not when anyone else can see us around that thing.

Taken from http://www.engadget.com/