Mark S. LongMark S. LongLong Performance AdvisorsLong Performance Advisors

To Protect You…◦Protect you legally◦Protect your time◦Protect your image

To Protect Your Clients…◦Safety issues◦Security issues◦Legal issues

To maintain order & property

It has AUTHORITY AND APPLICABILITY It has TRACEABILITY It has CLARITY and UNDERSTANDING It has IMPLEMENTATION and a COST OF COMPLIANCE

It is MONITORED and MEASURED IT IS IN WRITING!

Ownership of the policy should be clear and mandated from an appropriate level within the organization

It should be from a level that is representative of authority over ALL levels of the organization

The aims of the policy should be clear and apply to all users◦If the policy is to restrict behavior, then all users need to know “why”

◦The policy should be clearly stated and understood by everyone, and flow to a natural conclusion

Policies have to change with Policies have to change with the times…the times…

What is the policy trying to enable?

The wider objective should relate to the organization’s bottom line

The wider objective should focus people’s attention

Attempt to eliminate any loopholes

If you want people to abide by the policy, they must be able to READ IT!

It must be clearly written and laid out

It must be free of technical jargon

“This policy exists to optimize the flow of data essential for our core business objective over our network circuit; any unauthorized individual use of dataflow circuitry which results in pipeline flow constriction is prohibited and will result in data access being restricted and/or eliminated.”

Which sounds better?Which sounds better?

"Internet access is provided to achieve or sustain our business purpose. Using it for personal reasons compromises that goal by potentially slowing or halting important network services. This is why we have chosen to prohibit personal Internet use, except for the limited use described in [section y]."

Plainly speaking…Plainly speaking…

If you are not consistent – could a client claim discrimination?

Enforcement is often a small issue for a small number of violators

Specify the consequences of not following the policy

Warnings are usually sufficient for corrective action

A Good policy isA Good policy isEnforcedEnforced

A Good policy isA Good policy isAdaptableAdaptable

No policy is perfect Revision control

must be maintained Important to provide

information on how the policy can be changed or questioned

Topic/Title - name of the policy/area addressed

Policy Statement - broad intent or general aim/goal of the policy/mission statement

Objective or Purpose - a more specific intent of the policy and the area(s) covered

Procedure- an outline of specific actions that people affected by this policy should take

Content- further elaborations on the procedure of a policy

Components of a Good policyComponents of a Good policy

Responsibility- an outline of who the policy relates to, could also outline who needs to manage the actual policy document or the procedures that result from it

Related forms- references to other documents that have a relationship to this particular policy document

Relevant legislation- references to legislation related to this particular policy document.

Document or version control also containing authorization- outlines when the document was last updated, by whom, when it needs to be reviewed, etc.

Components (Continued)Components (Continued)

Context - The actions must properly describe the activity to be performed

Consistency - All references or terms must be used in the same way every time, and the procedure must ensure consistent results.

Completeness - There must be no information, logic or design gaps.

Control - The document and prescribed actions demonstrate control and feedback

7 “C’s” to avoid in 7 “C’s” to avoid in Policy WritingPolicy Writing

Compliance – all sections are sufficient for their intended compliance.

Correctness – the document must be grammatically correct without spelling errors.

Clarity - documents must be easy to read and understandable.

7 “C’s” (continued)…7 “C’s” (continued)…

Relationship Agreements Leases/Program Agreements, Affiliates Rules for buildings, conference rooms,

Information Technology usage, shared equipment use, security, etc.

Equity policies, investment policies, warrant agreements, licenses

Admissions policies, guidelines, letters, criteria tables, conflict of interest, disclosure

Manuals, Handbooks, Business plans, surveys

What TYPES of policies?What TYPES of policies?

Examples – Master Relationship Agreement, Lease, Building Rules, IT Rules, Conference Room Rules, Warrants (if applicable), Handbooks.

Other useful items – non-disclosure agreements, Conflict of interest, non-compete

Standard PoliciesStandard Policies

Indemnification Clause – for YOUR protection as well as for your client’s protection!

Applicable Law – also known as “State of Jurisdiction” clause – often specified by University Counsel.

Force Majeure – “Acts of God” beyond your control.

Assignment – contract cannot be assigned without your agreement.

Entire Agreement – overrides any oral or other written agreement.

Standard ClausesStandard Clauses

Alterations. CLIENT may make alterations to CLIENT Space at its own expense only with LESSOR's prior written approval. Any alteration must not impair the safety or the appearance of CLIENT Space or the Facility and shall be made according to all applicable laws, ordinances and regulations. Any addition or improvement to CLIENT Space during the Term, other than to the tangible property of CLIENT shall be the sole property of LESSOR, unless otherwise provided in writing by LESSOR.

Examples of Examples of Clauses/PoliciesClauses/Policies

Reporting: All CLIENTS are required to submit financial statements on a ____________ basis to Facility management in order to keep management updated on the Client’s progress. Financial information will be kept strictly confidential.

Governing Law: This Lease shall be governed in accordance with the laws of the State of _______________.

Assignment: This Lease cannot be assigned by CLIENT without prior written approval from LESSOR.

More Examples…More Examples…

No tenant may hire any employee from any other tenant of the The Incubator (including the Incubator or its affiliates) up to six (6) months of that employees’ termination or leave of any The Incubator client’s employ without the express advance written consent of the hiring manager of the prospective employee’s client company.

Client Space and common areas shall not be used as a residence or for sleeping.

Examples of Rules…Examples of Rules…

The Incubator Management reserves the right to make such other rules and regulations as in its judgment may from time to time be needed for the safety, care and cleanliness of the Incubator Facility and for other business and professional reasons as determined by The Incubator Management.

Last But Not Least…Last But Not Least…

mlong@longperformanceadvisors.comhttp://www.longperformanceadvisors.com