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Attorney JoAnn Holmes volunteers at Discovery High School Entrepreneurship Program

JoAnn Holmes ("Jo") joined Discovery High School to teach Business and Intellectual Property Law to students of the Entrepreneurship Program. Jo serves on the Advisory Council for the Program, and supports its teachers and students in developing successful startup strategies and growth tactics. Thanks to educators Mary Warren and Carla Youmans for the kind invitation.

JoAnn Holmes is the founder of HOLMES@LAW, LLC, where her practice focus areas are Business Contracts, Trademark & Tech. She works with a broad array of clients, including small and midsize companies, marketers, professional service providers, consultants, creative content and software developers. Having practiced law for over 17 years, Jo offers clients pragmatic legal solutions and strategic business guidance. Her goal is to live the firm's slogan - Your Business Ally™.

Holmes, How … about the Disclaimers?

Information shared by JoAnn Holmes and/or HOLMES@LAW, LLC ("We or Us") is for educational purposes only. It is not legal advice. Each situation is unique, so the information We share may not be relevant to your circumstance. Until you enter a formal engagement agreement with Us, We are not your legal counsel, and no attorney-client relationship exists. So, please do not share any confidential information with Us, and please only interact with Us if you agree to these ground rules. Thanks!

© 2017 HOLMES@LAW, LLC. All Rights Reserved.


We’re proud to announce that HOLMES@LAW was voted a 2016 Best of Gwinnett Intellectual Property Law Firm award winner! Gwinnett Magazine annually recognizes outstanding businesses and professional service providers throughout Gwinnett County, as chosen by readers.

The 2016 Best of Gwinnett recipients will be featured in the magazine later this year. Likewise, HOLMES@LAW has been nominated as a Small Business candidate for an IMPACT Regional Business Award. Thanks for your support, and we’re excited to continue serving the Gwinnett and Atlanta metro business community.

JoAnn Holmes ("Jo") is a Business Contracts, Trademark & Tech attorney. She’s practiced law for over 17 years, advising startups to global corporations, and in 2015 she founded HOLMES@LAW. The firm provides quality legal solutions and strategic business guidance for entrepreneurs, small and midsize companies.

Jo also volunteers as a speaker for SCORE, a nationwide partner to the Small Business Administration. Through SCORE and via Student Entrepreneurship Programs, Jo teaches how to protect and grow ideas into successful companies. In 2016, Jo volunteered over 125 hours supporting local schools, charities and leadership groups.

Holmes, How … about the Disclaimers?

Information shared by JoAnn Holmes and/or HOLMES@LAW, LLC ("We or Us") is for educational purposes only. It is not legal advice. Each situation is unique, so the information We share may not be relevant to your circumstance. Until you enter a formal engagement agreement with Us, We are not your legal counsel, and no attorney-client relationship exists. So, please do not share any confidential information with Us, and please only interact with Us if you agree to these ground rules. Thanks!


Even when a business seller and purchaser are familiar with one another, they may have different understandings about a deal's scope. To avoid misunderstandings, it’s critical to enter a written contract. Here are some key terms to consider.

  1. Give Me the Numbers – To independently affirm business revenue and profitability, require a third party financial audit. Request that seller certify the accuracy of its financial records, and include an offset or penalty for anything that’s proven false. Also, pay the purchase price in phases to allow time for reconciliation of any discrepancies that arise.

  2. What’s the Deal? Identify all business owners, and clearly outline what you’re buying from each of them. Include a listing of both real property like inventory, equipment and office supplies, as well as “intellectual property” such as brand names (trademarks), customer lists (trade secrets), marketing materials (copyrights), and inventions (patents).

  3. Who’s with Me? Will existing employees stay with the business? Unless under contract to remain, employees sometimes leave during a change in ownership. So, identify any key team members, and know their compensation and benefits structure. It may be wise to incent them to remain with the organization through a transition period.

  4. What’s my Downside? Require a detailed inventory of any outstanding business disputes, governmental inquiries, liens, taxes, accounts receivable and broker fees applicable to your deal. Make sure that the purchase agreement explains who will assume those costs and risks. Likewise, agree on a process for reconciling disputes between the buyer and seller.

  5. Cooperation and Non-competition – If the legacy business owner has favorable relationships with customers or vendors, require and incent them to assist in the transition. And, include an offset in the purchase price to account for customer attrition, so that you don’t pay for business that’s lost without any fault on your part. Finally, assure that the seller won’t compete with the business after your purchase.

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This article is jointly published in the May 2016 issue of the Gwinnett Citizen newspaper.

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JoAnn Holmes ("Jo") is the founder of HOLMES@LAW, LLC. She serves as Outside General Counsel to select, intimate management teams for midsize companies. Likewise, Jo provides strategic support for lean law departments.

Jo founded HOLMES@LAW to provide agile, result-driven legal solutions. Beyond risk management, we help identify opportunities. The firm's focus areas are business law and strategy, commercial contracts and global intellectual property management. We build long-term relationships as trusted collaborators, and our flexibility consistently yields great value for clients.

HOLMES@LAW is also committed to service work, including through supporting local schools and leadership groups, as well as domestic and international charities. Since its founding, the firm has dedicated more than 200 hours to community service.

Contact Us to discuss how we can work together for your business success. HOLMES@LAW - Your Business Ally™.

Holmes, How … about the Disclaimers?

Information shared by JoAnn Holmes and/or HOLMES@LAW, LLC ("We or Us") is for educational purposes only. It is not legal advice. Each situation is unique, so the information We share may not be relevant to your circumstance. Until you enter a formal engagement agreement with Us, We are not your legal counsel, and no attorney-client relationship exists. So, please do not share any confidential information with Us, and please only interact with Us if you agree to these ground rules. Thanks!

© 2016 HOLMES@LAW, LLC. All Rights Reserved.

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Material presented on this website is not professional advice.  It is intended for information purposes only. Communications with HOLMES@LAW, LLC do not reflect an attorney-client relationship, and information shared will not be treated as confidential, until a formal representation agreement is executed. 

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