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Sample Nondisclosure Agreement

Sample Nondisclosure Agreement

The information contained in this sample is provided for informational purposes only, and should not be construed as legal advice on any subject matter. You should not act or refrain from acting on the basis of any content included in this site without seeking legal or other professional advice. The contents of this post contain general information and may not reflect current legal developments or address your situation. We disclaim all liability for actions you take or fail to take based on any content on this site.

Nondisclosure Agreement

Preamble

EMPLOYEE CONFIDENTIALITY, NONDISCLOSURE, AND NONRECRUITING AGREEMENT (California)

This Employee Confidentiality, Nondisclosure, and Nonrecruiting Agreement (the “Agreement”) is entered into between _ _[name of employer]_ _ (“Company”) and the employee whose name and signature appear below (“Employee”), as of the date set forth below, in regard to the following facts:

Recitals

A. As part of Employee’s employment with Company, Employee has been or will be exposed to or provided with trade secrets (“Trade Secrets”) and proprietary and confidential information (“Confidential Information”) relating to the operation of Company’s business and its clients or customers.
B. Company wishes to protect its Trade Secrets and Confidential Information from unauthorized possession, use, or disclosure and to protect itself from unfair competition. Accordingly, Employee acknowledges that a part of the consideration that Employee is providing Company in exchange for his or her employment and continued employment with Company is Employee’s agreement to maintain the secrecy of Company’s Trade Secrets and Confidential Information in the manner provided herein.

In consideration of the foregoing, Employee agrees as follows:

Duty of Loyalty

1. Duty of Loyalty. While employed by Company, Employee agrees at all times to devote his or her best efforts to the business of the Company, to perform conscientiously all duties and obligations required or assigned, and to not usurp for personal gain any opportunities in Company’s line of business.

Definition of Trade Secrets

2. Protection of Company’s Trade Secrets and Confidential Information.
a. Definition of Trade Secrets. Employee acknowledges and agrees that, through his or her employment with Company, he or she has been or will be exposed to or provided with the Company’s Trade Secrets. As defined by California law, “Trade Secrets” means information, including a formula, pattern, compilation, program, device, method, technique or process, that (i) derives independent economic value, actual or potential, from not being generally known to the public or to other persons or entities who can obtain economic value from its disclosure or use and (ii) is the subject of efforts that are reasonable under the circumstances to maintain its secrecy. Company’s Trade Secrets include, but are not limited to, the following: _ _[Describe specific formulas, patterns, compilations, programs, devices, methods, techniques, and processes that the company believes constitute its trade secrets]_ _. Employee acknowledges and agrees that Company’s Trade Secrets are not generally known to the public or to the Company’s competitors, were developed or compiled at significant expense by Company over an extended period of time, and are the subject of Company’s reasonable efforts to maintain their secrecy and that Company derives significant independent economic value by keeping secret its Trade Secrets.

Definition of Confidential Information

b. Definition of Confidential Information. Employee acknowledges and agrees that, through his or her employment with Company, he or she has been or will be exposed to or provided with Company’s Confidential Information. “Confidential Information” means information belonging to Company, whether reduced to writing or in a form from which such information can be obtained, translated, or derived into reasonably usable form, that has been provided to Employee during his or her employment with Company, that Employee has gained access to while employed by Company, or that was developed by Employee in the course of Employee’s employment with Company, and that is proprietary and confidential in nature. Company’s Confidential Information includes, but is not limited to, the following: (i) information believed by Company to be a Trade Secret that ultimately does not qualify as such under California law but nonetheless was maintained by Company as confidential; (ii) information concerning the nature of Company’s business and its manner of operation; (iii) the methods and systems used by Company in soliciting, selling, and providing its services and products to its clients and customers; (iv) financial and accounting information, such as cost, pricing, and billing information, client and customer profiles, financial policies and procedures, and revenues and profit margins; (v) sales and marketing information, such as sales strategies and programs; (vi) information concerning Company’s clients and customers and prospective clients or customers; (vii) information concerning Company’s vendors and suppliers; (viii) client and customer lists; (ix) prospective client and customer lists; (x) information regarding client and customer buying habits and special needs; (xi) employment policies and procedures; (xii) personnel records; (xiii) software developed by or for the benefit of Company and related data source code and programming information (whether or not patentable or registered under copyright or similar statutes); (xiv) information about Company’s circuit designs, blueprints, CAD drawings and designs, layouts, algorithms, design technology and know-how, formulas, manufacturing and/or design techniques, inventions (whether patentable or not); and (xv) information concerning Company’s business relationships with persons, firms, corporations, and other entities.

Exclusions From Definitions

c. Information Not Included Within Definition of Trade Secrets or Confidential Information. For avoidance of doubt, Company’s Trade Secrets and Confidential Information do not include any information that (i) is already in the public domain or becomes available to the public through no breach of this Agreement by Employee; (ii) was lawfully in Employee’s possession prior to disclosure to the Employee by Company; (iii) is lawfully disclosed to Employee by a third party without any obligations of confidentiality attaching to such disclosure; or (iv) is developed by Employee entirely on his or her own time without Company’s equipment, supplies, or facilities and does not relate at the time of conception to Company’s business or actual or demonstrably anticipated research or development of Company.

Property of Company

d. Property of Company. Employee acknowledges and agrees that all Trade Secrets and Confidential Information developed, created, or maintained by Employee, alone or with others, while he or she is employed by Company, shall remain at all times the sole property of Company.

Covenant Not to Disclose

e. Covenant Not to Use, Publish, or Disclose Company’s Trade Secrets or Confidential Information During and After Termination of Employment. Employee acknowledges and agrees that Employee’s employment with Company creates a relationship of confidence and trust with Company with respect to all of Company’s Trade Secrets and Confidential Information. Therefore, at any time during Employee’s term of employment or following the termination of Employee’s employment with Company, whether voluntary or involuntary, Employee shall not, except as required in the conduct of Company’s business or as authorized in writing by Company, use, publish, or disclose any of Company’s Trade Secrets or Confidential Information in any manner whatsoever.

Covenant Not to Solicit

f. Covenant Not to Solicit Company’s Clients or Customers After Termination of Employment Through Use of Company’s Trade Secrets or Confidential Information. Employee agrees that for a period of _ _[insert number of months or years; typically under California law 1 to 2 years]_ _ following the termination of his or her employment with Company, whether voluntary or involuntary, Employee shall not, directly or indirectly, solicit or attempt to solicit any business from any of Company’s clients or customers for the purposes of providing products or services that are competitive with those provided by Company when such solicitation or attempt at solicitation is done by Employee through the use of Company’s Trade Secrets or Confidential Information.

Nonrecruiting Covenant

3. Nonrecruiting Covenant. Employee acknowledges and agrees that Company has invested substantial time and effort in assembling its current personnel. Therefore, Employee agrees that for _ _[insert number of months or years; typically under California law 1 to 2 years]_ _ following his or her termination of employment with Company, whether voluntary or involuntary, Employee will not, in regard to any employee of Company that Employee had “material contact” with, directly or indirectly recruit or attempt to recruit any employee of Company or induce or attempt to induce any employee of Company to terminate or cease employment with Company. For purposes of this paragraph, “material contact” shall exist when Employee supervised the employee of Company, or worked directly with the employee of Company, or otherwise received Trade Secrets or Confidential Information from the employee of Company. Notwithstanding the foregoing, nothing in this Section 3 shall prevent Employee from receiving and considering any application from any employee of Company that is not solicited by Employee or on Employee’s behalf.

Covenant Not to Compete During Employment Term

4. Covenant Not to Compete During Term of Employment. Employee agrees that, during his or her term of employment with Company, he or she will not, directly or indirectly, either as an employee, employer, consultant, agent, principal, partner, corporate officer, board member, or director, or in any other individual or representative capacity, engage or attempt to engage in any competitive activity relating to the subject matter of his or her employment with Company or relating to Company’s line of business.

Reasonableness of Restrictive Covenenats

5. Reasonableness of Restrictive Covenants. Employee acknowledges that he or she has carefully read and considered Sections 2, 3, and 4 of this Agreement and agrees that the restrictions set forth therein are fair and reasonable, are supported by valid consideration, and are reasonably required to protect the legitimate business interests of Company.

Prior Agreements

6. Prior Agreements, Relationships, and Commitments.
a. Employee represents that he or she has no agreements, relationships, or commitments to or with any other person or entity that conflict with or would prevent Employee from performing any of Employee’s obligations to Company under this Agreement or would otherwise prevent Employee from performing his or her job duties while employed by Company.
b. Employee will not disclose and has not disclosed to Company and will not use or induce Company to use any trade secrets or confidential information of others. Employee represents and warrants that he or she has returned all property, trade secrets, and confidential information belonging to others and is not in possession of any such property, confidential information, or trade secrets.
c. Employee agrees to indemnify, defend, and hold harmless Company and its officers, directors, and employees from any and all claims, damages, costs, expenses, or liability, including reasonable attorney fees and costs, incurred in connection with or resulting from any breach or default of the representations and warranties contained in this Section 6.

Termination of Employment

7. Termination of Employment. If Employee’s employment with Company is terminated for any reason, whether voluntarily or involuntarily, Employee shall promptly:
a. Inform Company of and deliver to Company all records, files, electronic data, documents, plans, reports, books, notebooks, notes, memoranda, correspondence, contracts, and the like in Employee’s possession, custody, or control that contain any of Company’s Trade Secrets or Confidential Information that Employee prepared, used, or came in contact with while employed by Company;
b. Inform Company of and deliver to Company all records, files, electronic data, documents, plans, reports, books, notebooks, notes, memoranda, correspondence, contracts, and the like in Employee’s possession, custody, or control that pertain in any way to the business of Company and that Employee prepared, used, or came in contact with while employed by Company;
c. Deliver to Company all tangible property in Employee’s possession, custody, or control belonging to Company, including but not limited to key cards, office keys, cell phones, pagers, personal digital assistants, external hard drives, thumb drives, Zip drives, laptop computers, and desktop computers; and
d. Allow Company’s representative to inspect Employee’s personal desktop computer, laptop computer, thumb drive, Zip drive, and any other external hard drive in order to determine whether any of Company’s Trade Secrets or Confidential Information reside on that computer or drive and to remove any Trade Secrets or Confidential Information.
e. Sign the Certificate of Compliance Post-Termination attached to this Agreement as Exhibit A.

Injunctive Relief

8. Injunctive Relief. Employee acknowledges and agrees that if Company’s Trade Secrets or Confidential Information were disclosed to a competing business or used in an unauthorized manner as provided herein, such unauthorized disclosure or use would cause immediate and irreparable harm to Company and would give a competing business an unfair business advantage against Company for which Company may not have an adequate remedy at law. Therefore, Employee agrees that, in addition to any other remedies available to Company at law or in equity, Company shall be entitled to any proper injunction, including but not limited to any temporary, preliminary, or final injunction, any temporary restraining order, and any temporary protective orders, to enforce Sections 2, 3, and 4 of this Agreement in the event of breach or threatened breach by Employee. The restrictive covenants contained in this Agreement are independent of any other obligations between the parties, and the existence of any other claim or cause of action against Company is not a defense to enforcement of those covenants by injunction.

Employment at Will

9. Employment at Will. Employee understands and agrees that nothing in this Agreement shall confer any right with respect to continuation of employment with Company, nor shall it interfere in any way with Employee’s right or Company’s right to terminate Employee’s employment at any time, with or without cause, with or without notice.

Waiver

10. Waiver. No waiver by Company of any breach of this Agreement shall constitute a waiver of any preceding or succeeding breach. No waiver by Company of any right under this Agreement shall be construed as a waiver of any other right.

Tolling and Suspension

11. Tolling and Suspension. In the event of a breach by Employee of any restrictive covenant contained in this Agreement, the running of the period of restriction shall automatically be tolled and suspended for the amount of time that the breach continues and shall automatically commence when the breach is remedied so that Company shall receive the benefit of Employee’s compliance with the terms and conditions of this Agreement.

Entire Agreement, Governing Law, Survival

12. Entire Agreement, Governing Law, Survival. This Agreement constitutes the entire agreement between Company and Employee regarding the secrecy, use, and disclosure of Company’s Trade Secrets and Confidential Information, and this Agreement supersedes any and all prior agreements regarding these matters. The provisions of this Agreement shall be governed by and construed in accordance with the laws of the State of California without giving effect to the principles of conflict of laws. This Agreement consists of a series of separate restrictive covenants, all of which shall survive and be enforceable in law and equity after Employee’s termination or cessation of employment.

Severability

13. Severability. Each provision of this Agreement is intended to be severable. If any court of competent jurisdiction determines that one or more of the provisions of this Agreement, or any part thereof, is or are invalid, illegal, or unenforceable, that invalidity, illegality, or unenforceability shall not affect or impair any other provision of this Agreement, and this Agreement shall be given full force and effect while being construed as if such invalid, illegal, or unenforceable provision(s) had not been contained in it. If the scope of any provision in this Agreement is found to be too broad to permit enforcement of that provision to its full extent, Employee consents to judicial modification of that provision and enforcement to the maximum extent permitted by law.

Closing Paragraph, Signatures

The undersigned acknowledges that he or she has read and understood this Agreement and that he or she signs this Agreement intending to be bound by its terms as of the date set forth below.

Date: _ _ _ _ _ _
[Signature of employee]__ _ _
[Typed name]_ _

Accepted and agreed to by Company:

Date: _ _ _ _ _ _ _ _
[NAME OF ENTITY]_ _, a _ _[specify entity, e.g., California corporation]_ _
By: __[Signature]__
Name: _ _[Typed name]_ _
Its: _ _[Title]_ _

EXHIBIT A CERTIFICATE OF COMPLIANCE POST-TERMINATION

To be executed at time of termination only.

I hereby certify that I have complied with and shall continue to comply with all the terms of the Employee Confidentiality, Nondisclosure, and Nonrecruiting Agreement (the “Agreement”), which I signed. All capitalized terms used but not defined in this Certificate shall have the meanings assigned to them in the Agreement.

I further certify that I do not have in my possession, nor have I failed to return to Company, any Trade Secrets or Confidential Information, or copies of the same, or any other documents, materials, equipment, or other property belonging to Company. I further certify that I will not retain any electronic, written, or other tangible material containing any information concerning or disclosing any of Company’s Trade Secrets or Confidential Information.

I agree that, in compliance with the Agreement, I will preserve as secret all of Company’s Trade Secrets or Confidential Information, and I will not participate in the unauthorized use or disclosure of Company’s Trade Secrets or Confidential Information.

On termination of my employment with Company, I will be employed by ____________________________________________ and will be working in connection with the following projects or matters:

________________________________________________________

________________________________________________________

________________________________________________________

________________________________________________________

________________________________________________________

________________________________________________________

________________________________________________________

Date: _ _ _ _ _ _ __[Signature of employee]__ _ _[Typed name]_ _

Sample Non-Solicitation Declaration

Sample Non-Solicitation Declaration

The information contained in this sample is provided for informational purposes only, and should not be construed as legal advice on any subject matter. You should not act or refrain from acting on the basis of any content included in this site without seeking legal or other professional advice. The contents of this post contain general information and may not reflect current legal developments or address your situation. We disclaim all liability for actions you take or fail to take based on any content on this site.

This sample has been provided in conjunction with Meyerdirk Consulting. MeyerdirkConsulting.com

DECLARATION OF NON-SOLICITATION

To: <Investor>

From: <Company>

I, the undersigned person, do hereby declare that I have requested information pertaining to <type of investment> investment opportunities with your company.

I have not requesting this information as a result of any public solicitation, offering or promotion and have requested this data for my own personal use. I was referred to you by a private party.

I realize that the requested information is for private use and is not available to the public and that the purpose of this information is not to solicit me to invest in anything.

If I choose to participate in any <type of investment> investment opportunities or private placement opportunities referred to in the requested information provided to me, it will be of my own free will and accord and not through solicitation or coercion by any agents, affiliates or non-affiliated entities related to you directly or indirectly.

Date: ______________________

Signature: ________________________________________________

Name Printed: <investor name>

Full Address:

Telephone: ________________________________________________

E-Mail Address:

This sample has been provided in conjunction with Meyerdirk Consulting. MeyerdirkConsulting.com

Sample Employment Agreement

Sample Employment Agreement

The information contained in this sample is provided for informational purposes only, and should not be construed as legal advice on any subject matter. You should not act or refrain from acting on the basis of any content included in this site without seeking legal or other professional advice. The contents of this post contain general information and may not reflect current legal developments or address your situation. We disclaim all liability for actions you take or fail to take based on any content on this site.

See also Sample Non Employment Agreement

EMPLOYMENT AGREEMENT

Article 1

Parties

THIS EMPLOYMENT AGREEMENT, (hereinafter referred to as the “Agreement”), is signed this _____ day of _________________, by and between
________________________________________ (hereinafter referred to as the “Employer”), and ______________________________, (hereinafter referred to as the “Employee”).

Article 2

Recital

WHEREAS, Employer is engaged in the business of [insert description];

WHEREAS, the Employee has experience in this area;

WHEREAS, Employer desires to retain the services of Employee and Employee desires to render services to Employer as a(n) [employee title or position] pursuant to the terms and conditions contained herein.

NOW, THEREFORE, in consideration of the promises and mutual agreements,representations and warranties contained herein, the parties hereto agree as follows:

Article 3

Agreement

3.1 Services. Employee agrees to render services as a(n) [title or position] to Employer, as more fully described on Exhibit A attached hereto and incorporated herein by this reference.

3.2 Time and Effort. Employee shall devote [amount of time i.e. full time, part time, as directed by Employer], attention, knowledge and skill to the business and interests of Employer to discharge the duties required under this Agreement.

3.3 Employment At-Will. Employment is employment at-will. By signing this Agreement, Employee understands and acknowledges that Employer may terminate Employee at any time for any reason or for no reason. This Agreement is effective immediately upon execution by the parties and may be terminated at any time by either Employer or Employee, with or without cause, by giving notice to the other. Unless sooner terminated as provided in this paragraph, this Agreement will terminate on [fixed date if applicable]

3.4 Compensation. Employee will be compensated by Employer at the rate of [insert compensation terms].

3.5 Confidentiality. Employee agrees not to use or disclose to unauthorized persons or publish, directly or indirectly, at any time without the written consent of Employer, any proprietary or confidential information of Employer (including any such information resulting from services provided under this Agreement) obtained during the course of employment, and Employee further agrees not to take with her following termination or expiration of this Agreement, any confidential or proprietary information, including but not limited customer and prospective customer lists, addresses, plans for future business operations and development, and pricing and supplier information. This section shall survive termination of the Agreement. Without regard to whether any confidential or trade secret information concerning the subject matter of this Article would otherwise be deemed material or important, Employee stipulates that any and all confidential or trade secret information ascertained while doing work for Employer is material, important and gravely affects the effective and successful conduct of the business of Employer and its goodwill, and that any breach of the terms of this Article will be a material breach of this Agreement.

3.6 Non-Solicitation. Employee agrees that the names of customers and suppliers are and shall remain the exclusive property of Employer, are confidential and are of great value to Employer. Employee further agrees that all information used by Employer in soliciting customers and suppliers are trade secrets, confidential and valuable to Employer. Employee agrees not to directly or indirectly solicit any of Employer’ current or former customers located within [insert reasonable geographic area] of Employer’ place of business for a period of [insert reasonable period of time] after termination of this Agreement.

Article 4

Miscellaneous

4.1 Severability. If any term, provision, covenant, or condition of this Agreement is held by a Court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the provisions shall remain in full force and effect and shall, in no way, be affected, impaired or invalidated.

4.2 Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of California, exclusive of California’s choice of law rules. If any legal action is necessary to enforce the terms and conditions of this Agreement, the parties hereby agree that the Superior Court of the State of California, County of [insert County], shall be the sole jurisdiction and venue for the bringing of such action.

4.3 Legal Fees. If any legal action is necessary to enforce the terms and conditions of this Agreement, the prevailing party shall be entitled to recover all costs of suit and reasonable attorneys’ fees, as determined by the Court.

4.4 Waiver of Breach. Waiver of any default or breach of this Agreement or of any warranty, representation, covenant or obligation contained herein shall not be construed was a waiver of any subsequent breach.

4.5 Entire Agreement. This Agreement contains the entire agreement of the parties hereto and supersedes any prior written or oral agreement between them relating to the subject matter contained herein.

4.6 Amendment. This Agreement may be modified or amended only by, and to the extent of, the written agreement of the parties hereto.

4.7 Cumulative Remedies. No right or remedy herein conferred, or reserved to, either party is intended to be exclusive of any other remedy or right, and each and every right or remedy shall be cumulative and in addition to any right or remedy given hereunder or now or hereafter existing at law or in equity or by statute.

4.8 Successors. This Agreement shall be binding upon and inure to the benefit of the successors and assigns of the parties, to the extent this Agreement is assignable.

4.9 Section Headings. The various section headings are inserted for convenience of reference only and shall not affect the meaning or interpretation of this Agreement or any Section thereof.

4.10 Assignability. This Agreement is not assignable by either party without the express written consent of both parties.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement in one or more counterparts, which taken together, shall constitute one agreement, which Agreement shall be effective as of and on the date first stated above.

EMPLOYER
[insert Employer’s full legal name]

EMPLOYEE
[insert Employee’s full legal name]

By _______________________
[insert name of signatory and title if Employer is not an individual]

Sample Convertible Note Purchase Agreement

Sample Convertible Note Purchase Agreement

The information contained in this sample is provided for informational purposes only, and should not be construed as legal advice on any subject matter. You should not act or refrain from acting on the basis of any content included in this site without seeking legal or other professional advice. The contents of this post contain general information and may not reflect current legal developments or address your situation. We disclaim all liability for actions you take or fail to take based on any content on this site.

This sample has been provided in conjunction with Meyerdirk Consulting. MeyerdirkConsulting.com

XYZ CORPORATION CONVERTIBLE NOTE PURCHASE AGREEMENT

THIS CONVERTIBLE NOTE PURCHASE AGREEMENT (the “Agreement”) is made as of the__ day of _________, 20__by and between XYZ Corporation, an <State> corporation (the “Company”) and _____________________ the Purchaser (the “Purchaser”).

RECITALS:

The Company and Purchaser have executed a document entitled “Term Sheet for the Purchase and Sale of Secured Convertible Promissory Note” (the Term Sheet”) dated the __ day of _________, 20__ which is attached hereto and incorporated herein by reference as Exhibit 1. which identifies the creation of a convertible promissory note (the “Note”) as described in the following paragraph. This Note and the associated documentation that accompanies it and this Agreement are part and parcel of an investment made by the Purchaser in the business of the Company.

This Agreement establishes the terms of the Company’s sale and the Purchaser’s purchase of the Note, substantially in the form attached to this Agreement as Exhibit 2 (the “Note”) which shall be convertible on the terms stated therein into equity securities of the Company. The Notes and the equity securities issuable upon conversion thereof are collectively referred to herein as the “Securities.”

AGREEMENT

NOW THEREFORE, In consideration of the mutual promises contained herein and other good and valuable consideration, receipt of which is hereby acknowledged, the parties to this Agreement agree as follows:

1. Purchase and Sale of Notes.
a. Sale and Issuance of Notes. Subject to the terms and conditions of this Agreement, the Purchaser agrees to purchase at the Closing (as defined below) and the Company agrees to sell and issue to Purchaser a Promissory Note in the principal amount set forth opposite such Purchaser’s name on the signature page. The purchase price of each Note shall be equal to 100% of the principal amount of such Note.
b. Closing Delivery.
1) The purchase and sale of the Notes shall take place at such time and place as the Company and the Purchasers mutually agreed upon, orally or in writing (which time and place are designated as the “Initial Closing”). In the event there is more than one closing, the term “Closing” shall apply to each such closing, unless otherwise specified herein.
2) At each Closing, the Company shall deliver to Purchaser the Note to be purchased by such Purchaser against (a) payment of the purchase price therefore by check payable to the Company or by wire transfer to a bank designated by the Company, (b) delivery of counterpart signature pages to this Agreement and the Note.
3) Purchaser acknowledges that the Company may sell additional Notes and Warrants to such persons or entities as determined by the Company, or to any Purchaser who desires to acquire additional Notes and Warrants.
2. Documents for Conversion. Purchaser understands and agrees that the conversion of the Notes into equity securities of the Company, and a completion of the provisions set forth in the Term Sheet will require such Purchaser’s execution of certain agreements relating to the purchase and sale of such securities as well as any rights relating to such equity securities.
3. Representations and Warranties of the Company. The Company hereby represents and warrants to Purchaser that:
a. Organization, Good Standing and Qualification. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of <State> and has all requisite corporate power and authority to carry on its business as now conducted and as proposed to be conducted. The Company is duly qualified to transact business and is in good standing in each jurisdiction in which the failure so to qualify would have a material adverse effect on its business or properties.
b. Authorization. The Agreement and the Notes, and the stock issuable upon conversion of the Notes have been duly authorized by the Board of Directors of the Company; however:
1) no shareholder approval has been obtained,
2) the Company has not obtained the necessary corporate approval for the authorization of any shares of Capital Stock issuable upon conversion of the Notes, and
3) a sufficient number of shares of Capital Stock has not been authorized under the Company’s Articles of Incorporation to provide for the issuance of such shares upon conversion of the Notes. The Agreement and the Notes, when executed and delivered by the Company, shall constitute valid and legally binding obligations of the Company, enforceable against the Company in accordance, with their respective terms except as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, and other laws of general application affecting enforcement of creditors’ rights generally, and as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies.
4. Representations and Warranties of the Purchasers. Purchaser hereby represents and warrants to the Company that:
a. Authorization. Such Purchaser has full power and authority to enter into this Agreement. This Agreement, when executed and delivered by the Purchaser, will constitute a valid and legally binding obligation of the Purchaser, enforceable in accordance with its terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, and any other laws of general application affecting enforcement of creditors’ rights generally, and as limited by laws relating, to the availability of a specific performance, injunctive relief, or other equitable remedies.
b. Purchase Entirely for Own Account. This Agreement is made with the Purchaser in reliance upon the Purchaser’s representation to the Company, which by the Purchaser’s execution of this Agreement, the Purchaser hereby confirms, that the Securities to be acquired by the Purchaser will be acquired for investment, for the Purchaser’s own account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, and that the Purchaser has no present intention of selling, granting any participation in, or otherwise distributing the same. By executing this Agreement, the Purchaser further represents that the Purchaser does not presently have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participations to such person or to any third person, with respect to any of the Securities. The Purchaser has not been formed for the specific purpose of acquiring any of the Securities.
c. Knowledge. The Purchaser is aware of the Company’s business affairs and financial condition and has acquired sufficient information about the Company to reach an informed and knowledgeable decision to acquire the Securities.
d. Restricted Securities. The Purchaser understands that the Securities have not been, and will not be, registered under the Securities Act of 1933, as amended (the “Securities Act”), by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser’s representations as expressed herein. The Purchaser understands that the Securities are “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws, the Purchaser must hold the Securities indefinitely unless they are registered with the Securities and Exchange Commission and. qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Purchaser acknowledges that the Company has no obligation to register or qualify the Securities for resale. The Purchaser further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Securities, and, on requirements relating to the Company which are outside of the Purchaser’s control and for which the Company is under no obligation and may not be able to satisfy.
e. No Public Market. The Purchaser understands that no public market now exists for any of the securities issued by the Company, that the Company has made no assurances that a public market will ever exist for the Securities.
f. Legends. The Purchaser understands that the Securities, and any securities issued in respect thereof or exchange therefore, may bear one or all of the following legends:
1) “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THERE OF. NO SUCH SALE OR DISTRIBUTION MAY BE AFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL IN A FORM SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE 1933 SECURITIES ACT OF 1933.”
2) Any legend required by the Blue Sky laws of any state to the extent such laws are applicable to the shares represented by the above described certificate.
g. Accredited Investor. The Purchaser is an “accredited investor” as defined in Rule 501 of Regulation D or a “qualified California investor” as defined in Rule 1001 of Regulation D promulgated under the Securities Act.
h. Lock-up Agreement.
1) Lock-up Period Agreement. In connection with the initial public offering of the Company’s securities and upon request of the Company or the underwriters. managing such offering of the Company’s securities, Purchaser agrees not to sell, make any short sale of, loan, grant any option for the purchase of, or otherwise dispose of any securities of the Company, however or whenever acquired (other than those included in the registration), without the prior written consent of the Company or such underwriters, as the case may be, for such period of time (not to exceed 180 days) from the effective date of such registration as may be requested by the Company or such managing underwriters and to execute an agreement reflecting the foregoing as may be requested by the underwriters at the time of the Company’s initial public offering.
2) Limitations. The obligations described in Section 4.h.1) shall apply only if all officers and directors of the Company, all one-percent security holders and all other persons with registration rights enter into similar agreements, and shall not apply to a registration relating solely to employee benefit plans, or to a registration relating solely to a transaction pursuant to Rule 145 under the Securities Act.
3) Stop-Transfer Instructions. In order to enforce the foregoing covenants, the Company may impose stop-transfer instructions with respect to the securities of Purchaser (and the securities of every other person subject to the restrictions in Section 4.h.1).
4) Transferees Bound. Purchaser agrees that it will not transfer securities of the Company unless each transferee agrees in writing to be bound by all of the provisions of this Agreement, provided that this Section 4.h.4) shall not apply to transfers pursuant to a registration statement or transfers after the 12-month anniversary of the effective date of the Company’s initial registration statement-subject to this Section 4.h.
5. Conditions of the Purchasers’ Obligations at Closing. The obligations of each Purchaser to the Company under this Agreement are subject to the fulfillment, on or before the Closing, of each of the following conditions, unless otherwise waived:
a. Representations and Warranties. The representations and warranties of the Company contained in Section 3 shall be true on and as of the Closing with the same effect as though such representations and warranties had been made on and as of the date of the Closing.
b. Qualifications. All authorizations, approvals or permits, if any, of any governmental authority or regulatory body of the United States or of any state that are required in connection with the lawful issuance and sale of the Securities pursuant to this Agreement shall be obtained and effective as of the Closing.
6. Conditions of the Company’s Obligations at Closing. The obligations of the Company to Purchaser under this Agreement are subject to the fulfillment, on or before the Closing, of each of the following conditions, unless otherwise waived:
a. Representations and Warranties. The representations and warranties of Purchaser contained in Section 4 shall be true on and as of the Closing with the same effect as though such representations and warranties had been made on and as of the Closing.
b. Qualifications. All authorizations, approvals or permits, if any, of any governmental authority or regulatory body of the United States or of any state that are required in connection with the lawful issuance and sale of the Securities pursuant to this Agreement shall be obtained and effective as of the Closing.
7. Miscellaneous.
a. Successors and Assigns. The terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective successors and assigns of the parties. Nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties hereto or their respective successors and assigns any rights, remedies, obligations, or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement.
b. Governing Law. This Agreement and all acts and transactions pursuant hereto and the rights and obligations of the parties hereto shall be governed, construed and interpreted in accordance with the laws of the State of <State>, without giving effect to principles of conflicts of law.
c. Counterparts. This Agreement may be executed in two or more counter-parts, each of which shall be deemed an original and all of which together shall constitute one instrument.
d. Titles and Subtitles. The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement.
e. Notices. Any notice required or permitted by this Agreement shall be in writing and shall be deemed sufficient upon receipt, when delivered personally or by courier, overnight delivery service or confirmed facsimile, or 48 hours -after being deposited in the U.S. mail as certified or registered mail with postage prepaid, if such notice is addressed to the party to be notified at such party’s address or facsimile number as set forth below or as subsequently modified by written notice.
f. Finder’s Fee. Each party represents that it neither is nor will be obligated for any finder’s fee or commission in connection with this transaction. Purchaser agrees to indemnify and to hold harmless the Company from any liability for any commission or compensation in the nature of a finder’s fee (and the costs and expenses of defending against such liability or asserted liability) for which Purchaser or any of its officers, employees, or representatives is responsible. The Company agrees to indemnify and hold harmless Purchaser from any liability for any commission or compensation in the nature of a finder’s fee (and the costs and expenses of defending against such liability or asserted liability) for which the Company or any of its officers, employees or representatives is responsible.
g. Amendments and Waivers. Any term of this Agreement may be amended or waived only with the written consent of the Company and the holders of 67% in interest of the Notes. Any amendment or waiver affected in accordance with this Section 7(g) shall be binding upon Purchaser and each transferee of the Securities, each future holder of all such Securities, and the Company.
h. Severability. If one or more provisions of this Agreement are held to be unenforceable under applicable law, the parties agree to renegotiate such provision in good faith, in order to maintain the economic position enjoyed by each party as close as possible to that under the provision rendered unenforceable. In the event that the parties cannot reach a mutually agreeable and enforceable replacement for such provision, then (i) such provision shall be excluded from this Agreement, (ii) the balance of the Agreement shall be interpreted as if such provision were so excluded and (iii) the balance of the agreement shall be enforceable in accordance with its terms.
i. Entire Agreement. This Agreement and the documents referred herein constitute the entire agreement between the parties hereto pertaining to the subject mat hereof, and any and all other written or oral agreements existing between the parties hereto expressly canceled.
j. Exculpation Among Purchasers. Purchaser acknowledges that it not relying upon any person, firm or corporation, other than the Company and its officers or directors, in making its investment or decision to invest in the Company. Purchaser agrees that no Purchaser nor the respective controlling persons, officers, directors, partners, agents, employees of any Purchaser shall be liable for any action heretofore or hereafter taken or omitted to be taken by any of them in connection with the Securities.
k. Corporate Securities Law. THE SALE OF THE SECURITIES WHICH ARE THE SUBJECT OF THIS AGREEMENT HAS NOT BEEN QUALIFIED WITH THE COMMISSIONER OF CORPORATIONS OF THE STATE OF <STATE>.
l. Subordination. The Company agrees not to incur, at any time after the Initial Closing and for so long as any Notes are outstanding, any debt for borrowed money (other than the Notes) unless such debt is subordinated to the Notes on terms of subordination reasonably acceptable to holders of a majority in interest of the Notes.

IN WITNESS WHEREOF, the Parties to this Agreement have executed the same on the date first written above.

INVESTOR: ______________________________.

By: __________________________. Principal amount of Note: U.S. $ ____________.

THE COMPANY: XYZ CORPORATION, an <State> corporation

By: __________
Name:_________
Title:_________

This sample has been provided in conjunction with Meyerdirk Consulting. MeyerdirkConsulting.com

Sample Business Plans

Sample Business Plans

This is a sample business plan for Go Green Yoga Mats. This sample is an example of a customized level 2 business plan. The links at the right can be used for simple navigation between sections of the business plan. The plan starts below with the executive summary.

Contents

Executive Summary

History

Go Green Yoga Mats sells eco-friendly yoga products in the continental U.S. and was established in 2008. Owners Tyler and Hunter Jensen are determined to make gogreenyogamats.com the #1 seller of eco-friendly yoga packages and products in the United States. We will be successful through good business practices, fast delivery, quality products, and a great marketing plan.

Marketing

The yoga industry has 16 million participants and is continuing to grow.[1] The green movement is also on the rise with people becoming more conscious about how the decisions they make will affect the environment. Consumers are spending more time researching products online and then making purchases, instead of always going to a brick and mortar store.

There are several competitors in this industry and including large organizations with online and brick and mortar stores and smaller companies that only sell online. Go Green Yoga Mats plans to set themselves apart through their high quality products and package deals. They offer a variety of eco-friendly yoga mats and package deals for consumers to choose from. They even have a “MATmatcher” to help customers determine what option is best for them. All of their products are sold at the same or lower price than their competitors making them a better choice for most consumers. The website also contains additional information about yoga so consumers can continue to gain more knowledge about the industry while they shop.

The key in this industry is to create a user friendly and trust worthy company that sells high quality eco-friendly products with great customer service.

Go Green Yoga Mats marketing goals are to increase our website traffic by 15 percent each month. They plan for their sales on e-bay to have a similar increase, 15 percent per month.

Financials

The company is expect to generate $355,000 at the end of the second year with very low overhead

Operations

Hunter Jensen and his team of four staff members handle software development and some marketing at the Pacific Beach office. Accounting, customer service, marketing, and order fulfillment are handled by Tyler Jensen and a team of three to four staff members at the Solana Beach office.

Mission Statement

Go Green Yoga Mats is dedicated to selling high quality, “green” yoga products to the eco-minded individual through individual mat sales and discounted package deals. Our superior products and fast delivery are sure to create satisfied customers! We believe business can change the world; and through the eco movement, gogreenyogamats.com sets out to make positive impacts on the environment while delivering the products our consumers need.

Core Values

High Quality
Environmental Awareness
Customer Service
Balance

Core Purpose

Provide yoga enthusiasts with high quality yoga products from a trusted source while considering our environmental impact.

PRODUCT & SERVICE DESCRIPTION

Go Green Yoga Mats is an online based company created in August of 2008. That has set out to provide customers with eco-friendly yoga mats and products that help protect and keep the environment safe for generations to come. Gogreenyogamats.com does not sell any products containing more than 1% PVC. Why PVC is bad for our environment:
PVC (polyvinyl chloride) plastic, commonly referred to as vinyl, is one of the most hazardous consumer products ever created.
Most consumers do not know that a 3 in the recycle symbol indicates that the plastic is made of PVC. PVC cannot be effectively recycled due to the many different toxic additives used. One PVC bottle can contaminate a recycling batch of 100,000 bottles. Less than 1% of PVC is recycled!
When produced or burned, PVC plastic releases dioxins, a group of the most potent synthetic chemicals ever tested, which can cause cancer and harm the immune and reproductive systems.
Health risks include angiosarcoma of the liver, lung cancer, brain cancer, lymphomas, leukemia, and liver cirrhosis.
Communities surrounding vinyl chloride facilities suffer from groundwater and air pollution.
New car smell? New shower curtain smell? That’s the smell of poisonous chemicals off-gassing from the PVC. Our bodies are contaminated with poisonous chemicals released during the PVC lifecycle, such as mercury, dioxins, and phthalates, which may pose irreversible life-long health threats.

Go Green Yoga Mats provides people with yoga packages that are put together with the yoga user in mind. They set themselves apart from other companies with their unique packages and brand comparisons that other companies are not offering. Go Green Yoga Mats provides mats as package deals to save consumers money. Go Green Yoga Mats will provide fast, reliable, and quality products to consumers to help them better their lives in the area of health and well-being.

Go Green Yoga Mats distributes Manduka and Jade Yoga products. Manduka and JadeYoga handle the inventory and shipping of the products through a drop-shipping program. Orders are sent to Manduka or Jade Yoga via e-mail, the order is placed and shipped to the customer’s location accordingly. We will create a pricing market that is equal to Manduka, JadeYoga, and our competitors.

Product Development Activities

We plan to expand our product line to include other green yoga related products. This may include training videos, clothing, and other yoga accessories.

Customer service

Go Green Yoga Mats has set up a return policy for both damaged mats and when consumers change their minds. For damaged mats, Go Green Yoga Mats must be notified within 3 days of the consumer receiving the product or no refund/exchange will be possible.
Go Green Yoga Mats accepts returns or exchanges up to 30 days from the date of purchase. There is a $15.00 restocking fee for all non-defective Go Green Yoga Mats merchandise that is returned out of the original packaging. In order to process a return/exchange, we must receive ALL of the following:
Returned merchandise in clean condition
Proof of purchase (i.e. sales receipt)
Return Authorization Form

MARKET ANALYSIS

Market Segmentation

The market segmentation for Go Green Yoga Mats reaches four potential segments; women, 23-34 and 35-55, men and yoga instructors. People who practice yoga often have a median income of $75,000 or higher[1] and are looking for health benefits and stress reduction. Go Green Yoga Mats has something to offer all yoga students whether they are concerned with website security and accessibility or focused on getting high quality eco-friendly products.

Market Trends & Growth Patterns

Women
According to the US Census Bureau, as of 2008, Women between the ages of 25-44 accounted for 26.18% of the US female population, approximately 40.9 million people. As a percentage of the total population, this segment is projected decrease slightly to 25.68% of women by 2020. However, this will still result in a population increase, to an estimated 43.5 million people in 2020. Overall, the Census Bureau predicts a slow but steady increase in this population over the next decade.[2]
Yoga
A 2008 study indicated that almost half (49.4%) of current yoga students began practicing to improve their overall health, which has grown since 2003 when that number was 5.6%. Nearly 8%, or 18.3 million Americans, say they are very or extremely interested in yoga and 4.1% of non-practitioners, or about 9.4 million people, say they will definitely try yoga within the next year.[3]
“Green”
Mintel forecasts that there will be a 19% growth for green products by 2013.[4] About 50% of women say are looking for more green options. 37% say they are paying more attention to brands that are committed to environmental causes and of all the products in woman’s shopping carts today, 25% of them are environmentally friendly.[5] 30% of American consumers are willing to pay up to a 20% premium on clean, green products over non-sustainable alternatives.[6]
Online
Consumers are spending more time investigating what brands are doing before buying products.[7] Currently approximately 63% of online shoppers are women.[8] These positive trends in online shopping and green products suggest strong market growth for Go Green Yoga Mats.

Market Size and Potential

Women
72% of yoga practitioners are women who do the main purchasing for the household.
Yoga
Go Green Yoga Mats market size consists of the entire population of yoga practitioners, approximately 15.8 million people.[9]
“Green”
The green movement is continuing on the rise, growing around 5% per year.[10]
Online
In today’s market place more people are buying online, which is currently averaging around 68 million online shoppers.[11] Go Green Yoga Mats has a large market size of individuals that shop online for green yoga products.

INDUSTRY ANALYSIS

Industry Overview

Size
The NAICS Code is 451110 – Sporting Goods Stores, subsector 454 – non store retailers. The SIC Code is 5941 – Exercise equipment stores. These two code numbers represent the industry
classifications. The Sporting goods stores industry contains approximately 18,390 firms[1], that vary from online small stores to large nationwide organizations.

Industry Statistics

The Yoga Journal estimated that in 2008 Americans spent $5.7 billion a year on yoga classes and products, including equipment, clothing, vacations and media (DVDs, videos, books and magazines). This figure represents an increase of 87 percent compared to the previous study in 2004—almost double of what was previously spent.[2]
The Bureau of Labor Statistics provides projection data for fitness trainers and aerobics instructors. It has projected that the 2008 employment figure of 261,100 will increase to 337, 900 by the year 2018. This includes an increase of 76,800 jobs available within the yoga sector and sums up to a 29% increase.2 The North American Studio Alliance (NAMSTA) estimates that there are approximately 70,000 yoga teachers in North America.[3] The yoga mat industry clearly will benefit with this projected increase of yoga professionals.
Yoga instructors now need specialized training in their particular method of exercise. There are several types of training programs for instructors that range from online programs to programs that give the title of Registered Yoga Teacher. Most yoga studios require teachers to complete a 200-500 hour program which helps to standardize the industry.[4] This allows yoga participants to feel more confident in the yoga studios and their instructors.

History

Yoga has been around for thousands of years, but really took hold around the 1960’s as more types of yoga become available for a wider variety of participants.[5] Today millions of people practice yoga. The trend is credited to people looking for natural remedies to health problems and individuals looking to improve their overall health and quality of life.[6]

Economic Factors

The recession has created a new segment of cash-strapped individuals, looking for inexpensive new ways to exercise. Yoga and cardio kickboxing were among the biggest gainers from 2008 to 2009. Purchases of yoga instructions, mats and supplies continue to increase in a health and money conscious market place.[7] During this economic down turn green businesses are still surviving. Many companies are seeing the green movement as a way to cut costs and improve their reputation. Businesses are using the movement to improve operations, foster innovation, engage employees and satisfy customers.[8] Online shopping is also becoming increasingly popular during the recession because consumers can research products in advance and find what they want at the least expensive price out there. [9]

Major Trade Organization Contributors:

Bureau of Labor Statistics run by the United States Department of Labor (Occupational Outlook Handbook)
The 2010 Statistical Abstract Report collected by the U.S Census Bureau[10]
YogaDayUSA.org operated by Yoga Alliance (Integrity. Diversity. Community)[11]
YogaJournal.com continues to expand and provide necessary information for those with yoga on mind. [12]
Blog sites like www.life.gaiam.com provides insightful and up to date information regarding the new current trends taking place in the yoga industry. The site is well aware that despite the economy and the recession, there was constant growth and expansion in the yoga world.[13]

Industry Participants

In the yoga industry the size of organizations varies widely. Many of the larger organizations have both an online and mortar and brick store. This gives consumers a chance to see the products in person. For example large organizations include Luluemon Athletica and Prana, who have both online, and brick and mortar stores. Gaiam has only online stores. Other organizations tend to be smaller with only online stores. These stores usually sell a variety of products from various brands, focusing on lower costs and strong customer service. Some do have their own brand and often focus on a higher quality product that consumers are willing to pay for. These smaller companies include Yoga-Clothing.com, Barefoot Yoga.

Industry Trends & Growth

Yoga
The yoga industry continues to grow almost every year. According to the National Sporting Goods Association (NSGA), yoga has the second highest growth rate among sports and recreation activities. Following closely behind running/jogging, in 2008 yoga had a growth rate of 17.1% reaching about 16 million participants.[14]

Complementary and alternative medicine (CAM) has also become increasingly popular in the past several years. Based on data from 2007 approximately 38% of adults in the past 12 months spent 34 billion on CAM. Self care accounted for 22 billion of the market and 4 billion of that was spent on classes such as yoga and tai chi.[15]

The U.S Census Report Health and Nutrition (Table 161) “Adults 18 years and over who used complementary and alternative medicine (CAM) in the past 12 months by selected type of therapy 2002 and 2007″ shows that between the years 2002-2007 there was a 26.8 percent increase from 10,386,000 to 13,172,000 in the usage of yoga practices. A 26.8 percent increase within the 5 year bracket shows that yoga is a growing industry and an increasingly common method of alternative medicine. [16]

Also, the Bureau of Labor Statistics expects that jobs for fitness workers are expected to increase much faster than the average for all occupations, because of continued job growth in health clubs, fitness facilities and other settings in which fitness workers are concentrated.[17]

“Green”
Green businesses are also becoming increasingly popular. Over the last three years (2004-2007) they have grown at a rate of 5% annually.[18]

Online

The online shopping industry is continuing to grow every year. The industry is expected to double over the next five years to 132 million users. A recent study also showed that 19% of internet users shop online at least once a week and this is expected to continue to grow.[19]
The online, green and yoga industries will allow them to get the information and products they need to find alternative methods to stay healthy, in shape and environmentally friendly.

Industry Improvements and Developments

The green industry is continuing to grow in this economy because many organizations are using environmental improvements and innovations to get through lean times and give them a way to rebound as the economy improves. The green industry is continuing to educate the public, which is leading companies to not only move towards greener organizations, but to also share how their organization is effecting the environment. This allows consumers to make smarter choices about the products and services they will use.[20]
The online shopping industry is ever evolving. As more consumers shop online there are increased expectations on how user friendly websites are and the experience they have while shopping. Consumers are normally shopping sites looking for the best deal out there. This forces organizations to try to turn price hunters in to loyal followers to continue to increase revenues.[21]
The yoga industry, although growing, continues to face many misconceptions that make people cautious about taking part in this healthy practice. In December 2009, a survey was conducted on behalf of Yoga Alliance to identify those factors that may be inhibiting people from beginning a yoga practice. These factors include beliefs that yoga is religious, only flexible people can practice yoga and doubts that yoga is really exercise. Yoga Alliance is focused on increasing education about yoga, through online information and word of mouth, and establishing requirements for teachers and schools in order to help encourage new people to give it a try.[22]
Developments such as the recent Lululemon Athletica Inc. profit increase shows what is happening in the yoga sector. The Vancouver based company released better-than-expected 2009 fourth-quarter results and an upbeat outlook. Investors rewarded it by sending its stock to a 52-week high after it had quadrupled in value over the past year.[23] Yoga retailers are doing a great job in keeping customers satisfied with a variety of yoga commodities.
The yoga, green and online shopping industries will continue to thrive, according to the statistics and information that are currently available. As the industries continue to grow, yoga supplies will continue to be in high demand, more companies will move more toward green methods and online stores will continue to pop up. The market is expected to grow as individuals become more aware of eco-friendly yoga mats and the availability of them online.

COMPETITIVE ANALYSIS

Competitive Overview

Go Green Yoga Mats is in the yoga industry and is focused on selling eco-friendly yoga products. Their main competition rests in companies that sell eco-friendly yoga mats, bags, and props. Go Green Yoga Mats products stand out compared to others by means of quality and by offering package deals. They also offer a variety of eco-friendly yoga mats for customers to compare.

Go Green Yoga Mats’ direct competitors are other online distributers of yoga products. Some of the competitors compile all the top brand names to sell on their sites. Consumers will continue to do more research on companies, products and pricing as more information is available to them online.
Direct Competitors: Gaiam, Barefoot Yoga, Yoga-Clothing.com, Manduka and Jade Yoga.

Indirect Competitors: include all companies that sell yoga products, but don’t offer green products, or sell their products online.

Indirect competition comes in many forms including offline retailers such as Wal-Mart and Target. They are indirect competitors that offer inexpensive yoga products with the appeal of instant gratification (no wait time to receive your product). However, the low-quality, short product life, and the lack of eco-friendliness create a consumer market that we are not targeting. Other indirect competitors include Amazon and Lululemon Athletica, which are large companies.

Market Share Analysis

Exact market size for online eco-friendly yoga stores is difficult to determine because many of these businesses are private. There are a small number of dominant organizations with significant market share, but most of these companies also have brick and mortar stores in addition to their online sales. The major organizations in the market include Lululemon Athletica, who has a brick and mortar store along with online shopping and net revenue increase 54.5% in the last year[1], and Gaiam and Amazon, who sell solely online. These stores are either well branded or have a wide variety of options, and have some focus on eco-friendly products. Many companies sell yoga products as part of a much wider line, such as Amazon, Wal-Mart, etc

Competitive Advantages

Go Green Yoga Mats only carries organic, toxin free, naturally made mats with no exceptions. Their premium yoga mats are made with only all natural products, contain no harmful substances like PVC (polyvinyl chloride), and are lovingly crafted using sustainable green practices. Go Green Yoga Mats products stand out from their competitors due to their high quality and package deals. They offer a variety of eco-friendly yoga mats for customers to be able to compare to determine what option is best for them. The website also contains additional information about yoga so consumers can continue to gain more knowledge about the industry.

Barriers to Entry

There are few barriers to entry in the yoga product distribution industry, due to the nature of the industry and the organization being online. The most relevant barrier of entry for this organization would be brand recognition. Many of the organizations have very strong brands which get consumers attention and loyalty. Getting our name heard and our website viewed will be the main challenge, though our prices, packages, and quality of products will be on our side. Marketing and advertising are another potential barrier due to the size of the competition and the money they are willing to spend to get there brand noticed.

Sample Articles of Incorporation

Sample Articles of Incorporation

The information contained in this sample is provided for informational purposes only, and should not be construed as legal advice on any subject matter. You should not act or refrain from acting on the basis of any content included in this site without seeking legal or other professional advice. The contents of this post contain general information and may not reflect current legal developments or address your situation. We disclaim all liability for actions you take or fail to take based on any content on this site.

Articles of Incorporation

This form includes the statutory minimum for valid Articles of Incorporation in California, available in a downloadable form here

Corporate Name

(List the proposed corporate name. Go to name availability for general corporate name requirements and restrictions.)

The name of the corporation is _______________________________________________________________________________________

Corporate Purpose

The purpose of the corporation is to engage in any lawful act or activity for which a corporation may be organized under the General Corporation Law of California other than the banking business, the trust company business or the practice of a profession permitted to be incorporated by the California Corporations Code.

Service of Process

(List a California resident or an active 1505 corporation in California that agrees to be your initial agent to accept service of process in case your corporation is sued. You may list any adult who lives in California. You may not list your own corporation as the agent. Do not list an address if the agent is a 1505 corporation.)

a. Agent’s name: _______________________________________________________________________________________

b. Agent’s address:_______________________________________________________________________________

Street Address (if agent is not a corporation) City (no abbreviations) State Zip

Shares

(List the number of shares the corporation is authorized to issue. Note: Before shares of stock are sold or issued, the corporation must comply with the Corporate Securities Law of 1968 administered by the California Department of Corporations. For more information, go to corp.ca.gov or call the California Department of Corporations at (213) 576-7500.)

This corporation is authorized to issue only one class of shares of stock.
The total number of shares which this corporation is authorized to issue is ___________________________________________ .

This form must be signed by each incorporator. If you need more space, attach extra pages that are 1-sided and on standard letter-sized paper (8 1/2″ x 11″). All attachments are made part of these articles of incorporation.

Incorporator – Sign here

Print your name here

Sample Business Plan Templates

Sample Business Plan Templates

Business Plan Template

Business plans can take many forms, but every business plan should include ten essential topics:
1) Executive Summary
2) Mission, Vision, and Core Purpose
3) Product and Service Description
4) Industry Analysis
5) Market Analysis
6) Competitive Analysis
7) Sales and Marketing Plan
8) Operations Plan
9) Management Team
10) Financial Plan

The business plan does not need to be in this order or have these defined sections, but the content found in each section needs to be in every business plan. It is

In your business plan, it is essential that you achieve the following:
– Demonstrate how your product or service is superior to and differentiated from your closest competitors;
– Identify the target markets that present the best opportunity for launching your business;
– Determine the size and potential of these markets;
– Develop sales and marketing strategies for reaching these markets;
– Add value to the business by maximizing potential revenue streams;
– Put together a financial model with realistic growth assumptions;
– Determine the operational procedures and expenses that will allow you t
sustain this growth model;
– Develop a capitalization strategy that identifies the best sources of capital for you and your business and that outlines your capital needs and uses of fund;
– Demonstrate how you and your team are the right people to execute this business plan.

Sample Table of Contents

EXECUTIVE SUMMARY……………………………………….. 4

MISSION & VISION ……………………………………………. 7
• Mission Statement ………………………………………… 7
• Core Purpose ……………………………………………….. 7
• Core Values …………………………………………………. 7

PRODUCT & SERVICE DESCRIPTION …………………….. 8
• Overview of Products & Services ……………………… 8
• Problems, Causes, Solutions & Benefits …………… 10
• Product & Service Advantages ……………………….. 10

INDUSTRY ANALYSIS ………………………………………. 11
• Industry Overview ……………………………………….. 11
• SaaS and CRM Industry Size and Trends ………….. 12

COMPETITIVE ANALYSIS ………………………………….. 14
• Competitive Overview ………………………………….. 14
• Direct Competitors ………………………………………. 15
• Indirect Competitors ……………………………………. 16
• Competitive Advantages ………………………………. 18
• Market Share Analysis ………………………………….. 19
• Barriers to Entry ………………………………………….. 19

MARKET ANALYSIS ………………………………………….. 21
• Addressable Market ……………………………………… 21
• B2B Market Segmentation ……………………………… 22
• Ideal Customer Profile ………………………………….. 23

SALES & MARKETING PLAN ………………………………. 24
• Sales & Marketing Goals ……………………………….. 24
• SWOT ………………………………………………………… 26
• Pricing Strategy …………………………………………… 26
• Branding ……………………………………………………. 27
• Marketing Strategies ……………………………………. 28

OPERATIONS PLAN …………………………………………. 29
• Location …………………………………………………….. 29
• Staffing and Training …………………………………… 29
• Personnel Plan ……………………………………………. 29
• Customer Service ………………………………………… 30
• Purchasing Procedures …………………………………. 30
• Quality Control Measures ……………………………… 30
• Organizational Chart ……………………………………. 31

MANAGEMENT TEAM ………………………………………. 32
• Key Management …………………………………………. 32
• Board of Directors & Board of Advisors ……………. 32

FINANCIAL PLAN …………………………………………….. 33
• Financial Summary ……………………………………….. 33
• Marketing and Personnel Expenses …………………. 35
• Projected Profit and Loss ………………………………. 37
• Projected Cash Flow …………………………………….. 38
• Projected Balance Sheet ………………………………… 39
• Current Ownership Summary …………………………. 40
• Funding Request & Terms of Investment …………. 40
• Exit Strategy ……………………………………………….. 42

APPENDICES ………………………………………………….. 44
• Product Comparison …………………………………….. 44

To see what goes into the Table of Contents, read our blog at The Startup Garage [1]

Business Plan Table of Contents

Business Plan Table of Contents

Business Plan

A business plan is a document that clearly communicates what your company does, identifies your goals, and shows potential investors how you plan on being successful. It will act as a road map, giving you an idea about what audience to target and how to go about doing it. Creating a business plan also gives your business focus so you can put all the puzzle pieces together and create a strategy and plan for how the company is going to succeed.

Definition

A Table of Contents will act as an organized outline and navigational system for your business plan. It should be placed at the very beginning of the business plan so that your readers may quickly identify which sections apply to their specific interests and easily access them. The Table of Contents should clearly state all the major sections of the business plan, as well as subcategories under each major section. The Table of Contents usually precedes the Executive Summary.

Sample

EXECUTIVE SUMMARY……………………………………….. 4

MISSION & VISION ……………………………………………. 7
• Mission Statement ………………………………………… 7
• Core Purpose ……………………………………………….. 7
• Core Values …………………………………………………. 7

PRODUCT & SERVICE DESCRIPTION …………………….. 8
• Overview of Products & Services ……………………… 8
• Problems, Causes, Solutions & Benefits …………… 10
• Product & Service Advantages ……………………….. 10

INDUSTRY ANALYSIS ………………………………………. 11
• Industry Overview ……………………………………….. 11
• SaaS and CRM Industry Size and Trends ………….. 12

COMPETITIVE ANALYSIS ………………………………….. 14
• Competitive Overview ………………………………….. 14
• Direct Competitors ………………………………………. 15
• Indirect Competitors ……………………………………. 16
• Competitive Advantages ………………………………. 18
• Market Share Analysis ………………………………….. 19
• Barriers to Entry ………………………………………….. 19

MARKET ANALYSIS ………………………………………….. 21
• Addressable Market ……………………………………… 21
• B2B Market Segmentation ……………………………… 22
• Ideal Customer Profile ………………………………….. 23

SALES & MARKETING PLAN ………………………………. 24
• Sales & Marketing Goals ……………………………….. 24
• SWOT ………………………………………………………… 26
• Pricing Strategy …………………………………………… 26
• Branding ……………………………………………………. 27
• Marketing Strategies ……………………………………. 28

OPERATIONS PLAN …………………………………………. 29
• Location …………………………………………………….. 29
• Staffing and Training …………………………………… 29
• Personnel Plan ……………………………………………. 29
• Customer Service ………………………………………… 30
• Purchasing Procedures …………………………………. 30
• Quality Control Measures ……………………………… 30
• Organizational Chart ……………………………………. 31

MANAGEMENT TEAM ………………………………………. 32
• Key Management …………………………………………. 32
• Board of Directors & Board of Advisors ……………. 32

FINANCIAL PLAN …………………………………………….. 33
• Financial Summary ……………………………………….. 33
• Marketing and Personnel Expenses …………………. 35
• Projected Profit and Loss ………………………………. 37
• Projected Cash Flow …………………………………….. 38
• Projected Balance Sheet ………………………………… 39
• Current Ownership Summary …………………………. 40
• Funding Request & Terms of Investment …………. 40
• Exit Strategy ……………………………………………….. 42

APPENDICES ………………………………………………….. 44
• Product Comparison …………………………………….. 44

To see what goes into the Table of Contents, read our blog at The Startup Garage [1]