on September 13, 2014
by Burton Law

Starting a Startup in Ohio? You’ve come to the right place.

It’s no surprise that Cincinnati, Dayton and Columbus are becoming quite a hotbed of new startups. A combination of new incubators, educational programs, and increased interest from the funding community make Ohio an increasingly attractive first home for many new businesses.

In 2013 the total amount of funding dollars invested in Northwest Ohio alone reached $259 Million. A figure not seen since our pre-recession days. This attraction however is not recent, it is a combination of years of planning, advocacy and frankly just plain old hard work.

This trend of growth, and increased community support is an attractive proposition for any new startup, entrepreneur or small business looking for a nest. Here are just a few of the programs, and events to check out if you’re new to the Ohio startup club.

Tech Columbus

Offering three incubators with full service facilities and every amenity a business could ask for. Springbox Labs, The DEC and Innovate New Albany each have their own style. Paired perfectly with coaching, mentorship, and investment opportunities business who grow within these spaces stand a greater chance of success.

Dayton’s Tech Town

Dayton’s landscape of incubators also knows as Dayton’s Tech Town offers a blend of high tech, manufacturing and aerospace facilities. Making it easy to find just the right fit for your unique idea. Check out The Entrepreneurs Center, Dayton RFID Convergence Center, Ohio’s Aerospace Hub, and Creative Technology Accelerator.

Cincinnati Style

Startups are flocking to this booming tech-centric city. One of the fastest growing tech communities in the nation, Cincinnati boasts a phenomenal array of accelerator programs and events.

The Brandery

One of the leading accelerator programs in the entire US, the Brandery offers each participant $20,000.00 in seed funding, coaching, mentorship and support.


Cincitech provides funding and support specific to every stage in a startup’s life cycle. Focusing on Enterprise software, Bioscience products, Digital Marketing technologies, and Digital Healthcare services it’s clear their vision is to assist in the growth of business that will produce jobs and cultivate talent in the Southwest Ohio region.


Finding funding is no easy task, no matter the size, or age of a start up. Cincitech is a first of it’s kind blend of public and private financing aimed to infuse local organization with the funding they need to get off the ground and grow.

Startup Ohio | A Startup America Community

An online community of entrepreneurs, industry partners, mentors, investors and fans based throughout Ohio. Offering webinars, training, support and education for every stage of your business.


Got a resource you’d like to share? Share your own Startup story with us!

We hope that you’ll share your startup goals with us! Whether you’re tossing around a new idea, or are already working on your pitch deck we’re here to chat.


by Burton Law

The 3 Documents Your Startup Can’t Live Without.

When starting a new business, creating a product, or building software, there are three essential documents you need to move forward responsibly.

1. Business Incorporation Paperwork          

Before you bring on clients, or start investing money in your idea, you should incorporate as a business, for tax and liability purposes. In order to incorporate your business you will need to prepare a few things first. If you need help, a local business attorney should be able to help you with each of these.

  • The name of your corporation which will most likely include one of the following after your business name: Inc., Corporation, Incorporated or Limited.
  • The name and address of your business’ registered agent, which is sometimes called the “agent for service of process” which will most likely be an attorney or a responsible, long term team member that all state correspondence is directed towards.
  • The number of shares your business currently has and the names and addresses of shareholders, officers and the board of directors.
  • The date of the incorporation and information about the incorporator which in most states must be listed as the individual who is filing the Articles of Incorporation and any other official documents required by the state. You will then be listed as the “Incorporator” on the Articles of Incorporation.

2. Non-disclosure Agreement

Protecting your ideas when you are just getting started is something you should take very seriously. A non-disclosure agreement is a legal contract between several parties that establishes the confidentiality of shared knowledge or materials and restricts any sort of third party access.

In simpler terms, the non-disclosure agreement allows business associates to make sure neither party is allowed to speak about or divulge covered aspects of the agreement to anyone else outside of the company or outside of necessity. Non-disclosure agreements can cover any information, knowledge, or materials that are not publicly or typically known from an average consumer. Most typically non-disclosure agreements only cover information that is directly divulged from the involved parties within the company and do not prevent the sharing of information that was discovered from some outside means- even if that information would have otherwise been covered by the agreement.

A standard non-disclosure agreement includes the sensitive information to be disclosed, terms of the agreement’ including the time period of the agreement’s legitimacy; exceptions, consequences and waivers that affect the agreement; and any other information vital to the agreement’s relevancy and finally includes all of the signatures of all parties involved. Having a standard non-disclosure agreement within your company that employees are encouraged to use, will protect from any legality issues and keep your confidential information confidential and without compromise.

3. Terms of Service / Service Agreement

When embarking on a new business venture online, it is very important to construct and create a clean, precise and informative Terms of Service. The Internet has become one of the main markets for goods, services and media and it is essential that you protect your company if ever wrapped up in any sort of legal procedures. If you are going to include a section for your website member to post their own content, plan on selling or exchanging something for money in return, giving anything away for free or any other sort of business transaction, it is imperative for you to have a Terms of Service page.

The smartest approach to have is to list the Terms of Service link upon every page of your website in order to keep it in the forefront of importance and to allow there to be no discrepancies if an issue should arise. If you have a hard time tackling your Terms of Service, Burton Law has put together a small list of guidelines to help get you started.

In Conclusion

You work hard enough on your business. Putting proper legal documents protects your investment, employees and client relationships. If you need help, or have questions about any of the documents we’ve mentioned above, we’re here to help.

on September 4, 2014
by Burton Law

Does your startup need a prenup?

Prenuptial agreements are seemingly reserved for Hollywood celebrities and the independently wealthy. Often the center of water-cooler talk and the brunt of a cocktail party joke. So what similarities does your budding startup and the Kimye wedding share? A lot more than you’d think.

Startups and fledgling businesses usually begin by cobbling together every resource you can get your hands on. Family members volunteering to help, lending services, making cold calls to help you get off the ground, while getting paid in pizza.

It’s during this time that you feel like you’re just trying to hold on and keep sane as you ride this lighting bolt of entrepreneur adrenaline. You’re making quick decisions, trying to save money everywhere you can and working hours equivalent to what feels like slave labor.

The good news is… that you won’t be there for long. All those hours, hard work and late nights will pay off. You have a good idea, you’ve got friends in your corner and a team of cheerleaders ra-ra-ing you on. So what happens when you get there? What happens when you start seeing some success… and money?

The conversations start. Unfortunately not always the ones you want. Sometimes the people closest to you, your best friend, your old co-worker turned new teammate, your sister, cousin, wife, and lazy (but free) accountant might present you with some harsh words or demanding requests. This is not a coincidence, this sadly is a natural cycle in business, and one that not many know will come or how to plan accordingly.

Enter… the prenup.

Your business is the closest thing to marriage you will ever encounter. We often advise our entrepreneurs to ‘date before you marry.’ As you truly don’t know a person until you’ve dated, and maybe even lived together. So many entrepreneurs co-found their business with a best friend, colleague, spouse or family member. Long before they have road-tested their idea, figured out funding, or worked together in such close capacity. Only to find out their partner in this life journey isn’t really ‘all that into it’ or is constantly juggling other commitments you weren’t made aware of.

This is business, this is life. In the same way a prenup can help protect the interests and clear the bargaining table in a marriage, proper legal planning does the same for your business. Not can the proper documents clear the air and define exactly what will be expected from each party, they can also outline the rewards for achievement.

Here are just a few of the tools you can use to ensure that everyone involved in launching your idea feels both accountable and rewarded. When delivered by a strong legal partner who can be both a neutral voice and business advisor you can remove yourself from the emotions of running your business, and make logical decision that shape the future success of your work.

Business Incorporation: We cannot express this enough. Date before you get married. Once you’ve entered into the sacred ground of business ownership you’re rooted there. For a long time, like a really, really long time. Like marriage. Only this divorce might cost you a lot more than a real one. So many times we’ve seen the ambitious bright eyed couple, pair of brothers, college roommates or new-found friends go 50/50 on a business. Only to find out six months later they can’t stand each other. Don’t let your story end like this too. Baby step your way into business ownership together. Hold onto your equity until you really know what and who you need. There’s no telling what will happen, and you may really need that 20% you gave to your college friend to get the funding you need to grow. Use employment contracts, letters of intent and other tools to offer a commitment of ownership without giving up your bargaining chips before you see results.

Operating Agreement: Who owns, gets and makes what? That might be easy to decipher if everyone’s under the impression they’re in a 50/50, 60/40, or 70/30 split. Then life comes to the party, sales go up, then down, reinvestment of dollars for growth is needed. People can’t just pull their money out and head to Mexico for retirement. No, this is a long haul not a trip to the corner store. An operating agreement dictates what milestones must be achieved to receive financial rewards, how partners may join or leave, as well as several other key facets of business ownership and management.

Employment Contract: Working for free pizza, even if it’s really good pizza won’t go over so well when you start making money. Outlining how each person will be compensated when that happens, as well as what they will be expected to deliver can mitigate some serious employment issues before they occur.

So before you jump headfirst into business marriage, take a moment, breathe, and think through some of the ‘what if’ scenarios you might encounter. If and when you still have questions, we’re here to help. Consultations with our team of business law advisors will meet with you in person, or over the phone.

Until then, onward and upward!

on September 1, 2014
by Burton Law

The Business Break Up

Envisioning a perfect joint venture with a co-founder that you carefully choose is a great vision to have but you also need to be realistic that not everything in life goes to plan. Planning for, or at least thinking through the potential split of a partner(s) is a critical responsibly that all founders must account for. Having a Plan B can be the essential difference between a comfortable transition and a complete financial crisis.

Here are a few pointers from the Burton Law Business team as you think through, and move past this common business obstacle.

Rule No. 1… Be Honest.

The number one rule to follow in the event of a business “break-up” is honesty. Being honest and candid with your former business partner can lead to a smoother transition and less hostility between both parties.

Admit your mistakes and expect the same from your partner. Don’t jump too quickly to conclusions and hear your partner’s side of the story without any judgment, viewing the situation from their perspective may open your eyes to new ideas. Giving your partner the benefit of doubt can only lead to good.  The first step is to find some common ground between the two of you; have a clear, concise idea of what you would like to present.

Sharing Shares? Where was that Kindergarten lesson?

Splitting the equity of the business is most likely going to be the next step, and one of the hardest in the “break-up” process.

The benefit of an even split is the ease of making that decision between the two partners. Ever wonder why people make a big deal over having 51% instead of an even 50/50? Imagine what would happen if you and your co-founder get into a disagreement over an important company decision.

This can be very problematic for early stage startups with an even number of co-founders since having even split equity there would be no tie breaker in decision making. You can prevent this from happening by maintaining your status as Majority Shareholder even as you bring on partners, or co-founders. Even though you might be best friends, or relatives with your partner, you must separate yourself and ask:

  • Who do you want making the final decisions when it comes down to your business… and in the end equity?
  • Who can you trust to take all business perspectives into account and make a decision that is best for the company?

Choose someone that will have a bit more equity, whether it’s you, or your rock-solid CFO. Allowing them to prevent a tie in the event of a spit decision. Even if the final decision wasn’t your choice, preventing the stagnation that can occur due to indecision will be beneficial in the long run.

Documentation, documentation, documentation.

Documentation is not just for developers, and customer service staff. When discussing equity, business decisions and the “break-up” itself, make sure you document everything that you communicate. This can prevent any blurred lines that may occur between business partners and prevent potential legal issues.

One way to assist in this is to develop  a proper founder’s agreement that specifies a vesting schedule, whereby each founder accumulates equity over time and if they leave the company, they only take with them the equity they’ve invested, making it possible for the company to use the remaining equity to recruit a replacement.

When your journey together is over.

In the end, how you and your partners decide to divide your startup’s equity is completely up to you and your co-founders, but it is a decision that should be carefully considered, properly documented and handled in a mature, professional and fair matter.

If you find yourself in a situation that has gotten out of hand, no longer makes sense, or just seems like your running in circles, it might be time to ask for help. Leaning on an experienced third party, such as a business attorney, or professional mediator can save you time, money, and often salvage the personal relationship you had with your partner before it’s too late.

on August 30, 2014
by Burton Law

Tackling Your Terms of Service

We’re all familiar with the Terms & Conditions boxes on websites. The one they require us to complete before giving us access to a software trial, the new version of iTunes or another digital tool we’re dying to have right at that moment. But what does that Terms & Conditions do for a business on the other side of that empty box?

The Terms of Service, or Terms and Conditions is a legal tool used by digital entrepreneurs to explain and caveat the services and security they will be delivering to their clients.

The Internet has become the leading marketplace for goods, services and media, which means it is required that businesses display and cite a well-written Terms of Service on their website, listed with any contest or promotion they conduct and generally, any business they do online.

Create and Leverage Your Terms of Service

When embarking selling software online, it is imperative to construct and create a clean, precise and informative Terms of Service. Especially if you will allow website member(s) to post their content, plan on selling or exchanging something for money in return, giving anything away for free or any other sort of business transaction, you must have a Terms of Service page.

Once you have created your Terms of Service, and placed on its page of your website, you cannot simply forget it. You must remember to mention the Terms of Service whenever dealing with any purchase giveaway, contest or publication. Not remembering to cite the agreement will then void its validity. The smartest approach to have is to list the Terms of Service link upon every page of your website in order to keep it in the forefront of importance. Presenting the Terms of Serve immediately, allows the viewer to feel comfortable with the policies in place and that they do not agree to something that they were tricked into erroneously.

What your terms should include:

  • Address the uses of this website, what is appropriate within the website and how the Terms of Use can be applied throughout the website. It more than likely will simply state that the agreement applies to everyone and that you and the website you own will assume no responsibility for third party links that you will undoubtedly be linked on your site.
  • Clarify what the content is that falls under the Terms of Use including but not limited to video, images, and written documents.
  • List the restrictions and guidelines for any user content that may be within your website. This includes; mentioning the regulations of ages that can post, who is the owner of the content that is submitted, what is appropriate to submit to the website, and to restrict posters from posting any falsified information that may harm your company or the content.
  • General website access should be covered in your agreement. Stating that access is granted to all, unless, of course, there is an option to open an account within your page which will call for an address to keep passwords secure, forbidding users from the modifying content and not being responsible for any information that may get lost. A sentence after this clarification that any account may be deleted or banned if the Terms of Service have been broken may be beneficial in keeping your community in order.
  • Shortly following or preceding this section should be a disclaimer that your company does not endorse the opinions or representations of user comments or content within the website. Preventing any legal action against your company if any user-content gets out of hand or goes outside or your company’s mission or values.

As you create your terms, the specifications listed within the Terms and Conditions will most likely vary depending on the type of content or offerings that you feature on your website and the underlying commercial relationship between the user and the website operator (your business.)

We recommend that you obtain legal assistance to ensure that the Terms and Conditions you use in connection with your website, contests or products offer adequate protection for your business, while anticipating potential issues. If you need guidance, advice, or have questions about creating your terms, our team is here to help.

on August 25, 2014
by Burton Law

Do I still need a contract if my business is an LLC?

When forming a new business there’s a lot to think about. Incorporation, setting up your website, finding customers and making payroll. Many owners file their LLC incorporation paperwork and get right to work, assuming that the two ‘L’s are covering their legal bases.

That would actually make sense at face value. Limited Liability sounds like it would provide some level of legal protection to the business and its owner(s.) So what does an LLC really cover, and should you be using a service agreement, contract or other protection document as you engage clients, partners or employees?

An LLC at its core is an entity that is recognized by the government separately from its owners or managers. An LLC can purchase and own property, or enter into contracts. The major benefit of an LLC is to provide investors protection against losing more money than they invest into the organization. Especially LLC’s who maintain an Operating Agreement, clearly outlining financial and management responsibilities. Therefore, if a business were to take debt that resulted in the need to file bankruptcy, the LLC could declare corporate bankruptcy shielding the owners from some financial consequence.

Everyday business operations, work for clients, and partnerships however do not fall into the overall scope of an LLC. Which is why it is important to establish agreements or contracts with those who you do business with. The following agreements are important to have and establish as your business grows, to protect yourself, your investors and employees.

Sales Agreement: When a client purchases a product or service from you, how do you ensure both parties have a clear understanding of what will be delivered? How can you ensure that you will be paid for your services? A sales agreement, or service contract is a two way commitment between you and your client outlining such details.

Terms of Service: If you are selling goods or services online having a terms of service should be just as important as making sure your website it up. These are basically the rules or guidelines wherein you agree to provide a product or service, and your client accepts these terms. Also referred to loosely as your product disclaimer.

Employment Contract: While most of your first employees might be family or friends, that doesn’t mean you’re immune to employment issues. Having a clearly documented agreement of salary, role and hire date can hedge future risk of employment issues.

Nondisclosure agreement: There will be times in your business where you will need to share trade secrets, sensitive information about your processes or engage in discussions with potential partners. During the course of those discussions, and some time afterwards you will want to protect that information for getting out. A nondisclosure agreement, often mutual allows you to share this information with a person or organization under the understanding that it will go no further.

Affiliate agreement: Most commonly seen in online businesses an affiliate agreement is a contract that allows another website, public figure, business, or organization the ability to sell your product, or refer potential clients to you, and be paid for those efforts. Typically a fixed amount for each new client or lead generated. Due to the recent rise in online referrals and affiliate marketing in general, entering into an affiliate agreement is the best way to protect your brand and business in the event your affiliate partnership goes south.

Depending on your product, or business there are various forms of agreements and contracts to provide you with additional peace of mind. The first step in building your library of legal protection documents can begin with an easy and often free consultation with a business attorney in your area.

on July 4, 2014
by Burton Law

Happy Independence Day from Burton Law!

On this patriotic day, we would like to celebrate and give thanks for America’s hard earned and defended independence. Independence that gives our clients the ability to bring their hopes into fruition, to create jobs, and to contribute to the growing world around us.

Starting a business is a true American privilege. Entrepreneurialism is embraced, and exalted not only as a sign of achievement but of courage, boldness and integrity. We are fortunate enough to witness America’s unwavering desire to build, create, and dream everyday in the startups that we work with.

“I look forward to a great future for America. A future in which our country will match its strength with our moral restraint, its wealth with our wisdom, and its power with our purpose.” John F. Kennedy

Endless Opportunity

America is such a unique market for starting businesses because we have a diverse culture combined with the economic power and the intelligence to demand top notch products and services. There’s a reason why this country attracts so much diversity from all over the globe, and that is because of innovation and progress. It may sound like a pipe dream, but the people who have the drive to succeed will find it here in some shape or form.

People from all over the world have come to the states hoping to realize this dream. They bring their ambitions but they also bring their culture. Imagine what the United States would look like without our diversity in language, food, holidays, or music. This opens the door for an endless amount of opportunity to create products, services, and build companies to meet the ever changing needs of our nation.

From giants like Microsoft, Apple, IPG, Google, to smaller companies like LinkedIn and Solarwinds, our businesses change the way we live in the world around us — each of which started with just an idea, and ambition. These three startups below are aiming to do the same, and continue to motivate us to help every entrepreneur build their dream too.


FiscalNote’s mission is to unlock government data and make it useful. Whether legislation, regulations, or court cases, all this information is in the form of unstructured data, and they aim to clean it up. They aggregate government data across all 50 states, D.C., and Congress. They run advanced machine learning and natural language processing algorithms to find useful trends relating to the government data and present it through beautiful visualizations.


Suneris prides itself in utilizing scientific ingenuity to solve complex problems with hopes to better society. Taking lessons from scientists, philosophers, and scholars around the world, Suneris is currently researching products to expedite the healing cycle in the human body, a truly marvelous feat.


This startup has changed the world of education around the globe, and it has given university level classes FREE to anyone with an internet connection.

Offering classes in multiple languages online, this company has exploded over the past couple of years and is now offering classes where the participants actually get a certificate which may be used in a university for credit.

At Burton Law, we are also fortunate to have our own culture of sharing ideas and communicating. Reflecting on our nation’s history is a helpful reminder of the greatness of our country and how fortunate we are to be apart of the business community. Happy Fourth of July from Burton Law, wishing you a great holiday weekend!


on June 20, 2014
by Burton Law

Surviving your start-up - Self-preservation for new business owners

Creating a startup business from the ground up is never an easy feat. It takes plenty of time, money and sometimes, a negative toll on your mind and body. Many new business owners do not take into account the physical and mental toll of starting a new business. However, thanks to modern technology and professional legal services, start-up businesses are now able to grow and run smoothly.

The key to all successful startups is self-preservation. Many businesses fail because the founder, CEO, CFO, or whatever they decided to title themselves, burnt out when the going got rough. This usually happens when they have too much on their plate and too little of a cash flow needed to outsource the work. This is where technology comes into play and helps businesses save money and stay afloat. Back in the day, if you wanted out-source work, you had to search for another human being to do it for you. Today, we have the luxury to have access to a variety of online services and applications made specifically for small business owners without a substantial amount of disposable funds.

These five mobile and web applications are likely to contribute to your success, while helping you save time and money:

inDinero (iOS / Windows )- Manages payroll, accounting and tax needs.

Evernote (iOS / Windows / Android) – The ultimate virtual notepad, its features include, keeping track of trips, meetings, and frequently browsed web pages. It also shares notes with others and stays in-sync on all devices.

Expensify (iOS / Windows / Android)  – Create and manage expense reports.

Google Drive (iOS / Windows / Android)  – Create, edit and send files from your PC, tablet or smartphone seamlessly. It also comes with 5GB of free storage space.

HipChat (iOS / Windows / Android)  – On-demand business chat, perfect for business professionals with an overloaded email or for when emails just don’t cut it.

Another major overlooked aspect of creating a startup business is the legalities. Properly incorporating your business, operating with proper agreements, and having timely access to legal counsel are some of the most important steps in ensuring the future of a business. These services come in handy several ways, but most importantly, they will help cover your back and protect your precious investment. It is also a recommendation to seek legal advice before collaborating with another person or business because if negative situations arise, everyone involved is legally bound to their word. This may also help to protect personal relationships involved within a business.

The last important aspect of surviving your startup is staying true to your original business model. This involves sticking to your guns when opportunities, not only including investors, come knocking at your door. Many small business owners and entrepreneurs feel they are not in the position to say no, which is not true. Of course, at times, it is hard to say no especially, when bills are starting to add up and quick money is lingering in front of your face. Investors can sense desperation, and in turn, use it to their advantage.  When meeting with new investors, it is always important to stay cool, calm and collected. By doing so, it portrays that you have everything together business wise and are less of a financial risk. Also, when pitching your idea, make the investor feel like they are being invited into a secretive, elite club they have to buy into. This can only be done if your pitch includes solid reasoning as to why the investor can benefit from investing with you and not how you can benefit from them.

Keep in mind every business situation is different, what works for someone else does not always work for perfectly you. Just remember to keep calm and work on.

on April 1, 2014
by Burton Law

Burton Law’s Drone Program Solves Lack of Printer Ink Problem

We like to pride ourselves as innovative, disruptive and any other fancy term that describes a culture of change in the legal profession. We constantly keep an eye on ways to improve client service — often looking to our friends in the tech space for inspiration. One trend seems to be particularly ripe for our use — drones.

The team at Burton Law is excited to announce our Online Legal Services Drone Delivery Program.

Here is how it works/why it matters:

Our existing online delivery services provide a unique opportunity to have business/estate planning documents created through web-based interactions with our team of lawyers. A client signs up through our website, fills out questionnaires, the documents are generated and reviewed by Burton Law attorneys, and then upon consultation with the client, the documents are sent to the client in electronic form for signature.

The above paragraph current service offerings. The problem? When it comes time for the client to print the documents for signature, they may find that their printer is out of ink. How inconvenient!

The solution? For no additional charge, our Burton Drones will deliver hard copies of the legal documents to our clients’ doorsteps. We even think that the drones can open and place the documents in mailboxes to make sure the documents stay dry during inclement weather.

We expect to roll out the drone army in 4Q 2014. Keep an eye out for the revolution!

on March 25, 2014
by Burton Law

THE Benjamin Cramer, Of Counsel

Attorneys obsessed with technology and how it improves client service are a natural fit with the Burton Law team. This is especially true since we tend to work with tech companies — everyone is speaking the same language. We are pleased to welcome Ben Cramer, one such tech-obsessed attorney, from Cincinnati as Of Counsel.

Ben’s big firm background and judicial clerking experience fits nicely to serve our clients in dispute resolution and business advisory roles.

To find out more about Ben, click here.