AIDS (Acquired Immune Deficiency Syndrome) is the final and most serious stage of HIV disease, which causes severe damage to the immune system.
According to the Centers for Disease Control and Prevention, AIDS begins when a person with HIV infection has a CD4 cell count below 200. CD4 cells are also called "T-cells" or "helper cells"; they are a type of immune cell. AIDS is also defined by numerous opportunistic infections and cancers that occur in the presence of HIV infection.

Causes
AIDS is the fifth leading cause of death among persons between ages 25 and 44 in the United States, down from number one in 1995. About 25 million people worldwide have died from this infection since the start of the epidemic, and 40.3 million people are currently living with HIV/AIDS globally

Human immunodeficiency virus (HIV) causes AIDS. The virus attacks the immune system and leaves the body vulnerable to a variety of life-threatening infections and cancers.

Common bacteria, yeast, parasites, and viruses that ordinarily do not cause serious disease in people with healthy immune systems can cause fatal illnesses in people with AIDS.

HIV has been found in saliva, tears, nervous system tissue and spinal fluid, blood, semen (including pre-seminal fluid), vaginal fluid, and breast milk. However, only blood, semen, vaginal secretions, and breast milk generally transmit infection to others.

Transmission of the virus occurs:

Through sexual contact -- including oral, vaginal, and anal sex Through blood -- via blood transfusions (now extremely rare in the U.S) or needle sharing From mother to child -- a pregnant woman can transmit the virus to her fetus through their shared blood circulation, or a nursing mother can transmit it to her baby in her milk Other transmission methods are rare and include accidental needle injury, artificial insemination with donated semen, and organ transplants.

HIV infection is not spread by casual contact such as hugging, by touching items previously touched by a person infected with the virus, during participation in sports, or by mosquitoes.

It is not transmitted to a person who DONATES blood or organs. Those who donate organs are not in direct contact with those who receive them. Likewise, a person who donates blood is not in contact with the person receiving it. In all these procedures, sterile needles and instruments are used.

However, HIV can be transmitted to a person RECEIVING blood or organs from an infected donor. This is why blood banks and organ donor programs screen donors, blood, and tissues thoroughly.

Those at highest risk include:

Persons engaging in unprotected sex Sexual partners of those who participate in high-risk activities (such as anal sex) Intravenous drug users who share needles Infants born to mothers with HIV who don't receive HIV therapy during pregnancy People who received blood transfusions or clotting products between 1977 and 1985 (prior to the beginning standard screening for the virus in the blood) AIDS begins with HIV infection. People infected with HIV may have no symptoms for ten years or longer, but they can still transmit the infection to others during this symptom-free period. Meanwhile, if the infection is not detected and treated, the immune system gradually weakens, and AIDS develops.

Acute HIV infection progresses over time to asymptomatic HIV infection and then to early symptomatic HIV infection. Later, it progresses to AIDS (defined as very advanced HIV infection with T-cell count below 200).

Most individuals infected with HIV, if not treated, will develop AIDS. There is a small group of patients who develop AIDS very slowly, or never at all. These patients are called non-progressors, and many seem to have a genetic difference that prevents the virus from attaching to certain immune receptors.


Symptoms
The symptoms of AIDS are primarily the result of infections that do not normally develop in individuals with healthy immune systems. These are called opportunistic infections.

Patients with AIDS have had their immune system depleted by HIV and are very susceptible to such opportunistic infections. Common symptoms are fevers, sweats (particularly at night), swollen glands, chills, weakness, and weight loss.

See the signs and tests section below for a list of common opportunistic infections and major symptoms associated with them.

Note: Initial infection with HIV can produce no symptoms. Most people, however, do experience flu-like symptoms with fever, rash, sore throat, and swollen lymph nodes, usually two weeks after contracting the virus. Some people with HIV infection remain without symptoms for years between the time of exposure and development of AIDS.


Signs and Tests
The following is a list of AIDS-related infections and cancers that people with AIDS acquire as their CD4 count decreases. Previously, having AIDS was defined as having HIV infection and getting one of these additional diseases. Now it is additionally defined as a CD4 count below 200, even without an opportunistic infection. Many other illnesses and corresponding symptoms may develop in addition to those listed here.

Common with CD4 count below 350 cells/ml:

Herpes simplex virus -- causes ulcers/vesicles in the mouth or genitals, occurring more frequently and more severely in an HIV-infected patient than before HIV infection Tuberculosis -- infection by the tuberculosis bacteria that predominately affects the lungs, but can affect other organs such as the bowel, lining of the heart or lungs, brain, or lining of the central nervous system Oral or vaginal thrush -- yeast infection of the mouth or genitals Herpes zoster (Shingles) -- ulcers/vesicles over a discrete patch of skin caused by the varicella zoster virus Non-Hodgkin's lymphoma -- cancer of the lymph glands Kaposi's sarcoma -- Cancer of the skin, lungs, and bowel, associated with a herpes virus (HHV-8). Can occur at any CD4 count, but more likely at lower CD4 counts, and more common in men than women CD4 count below 200 cells/ml

Pneumocystis carinii pneumonia, "PCP pneumonia," now called Pneumocystic jiroveci pneumonia Candida esophagitis -- painful yeast infection of the esophagus Bacillary angiomatosis -- Skin lesions caused by a bacteria called Bartonella, which is usually acquired from cat scratches CD4 count below 100 cells/ml

Cryptococcal meningitis -- infection of the lining of the brain by a yeast AIDS dementia -- worsening and slowing of mental function, caused by HIV itself Toxoplasmosis encephalitis -- infection of the brain by a parasite, which is frequently found in cat feces; causes discrete lesions in the brain Progressive multifocal leukoencephalopathy -- a viral disease of the brain caused by a virus (called the JC virus) that results in a severe decline in cognitive and motor functions Wasting syndrome -- extreme weight loss and loss of appetite, caused by HIV Cryptosporidium diarrhea -- Extreme diarrhea caused by one of several related parasites CD4 count below 50/ml

Mycobacterium avium -- a blood infection by a bacterium related to tuberculosis Cytomegalovirus infection -- a viral infection that can affect almost any organ system, especially the large bowel and the eyes In addition to the CD4 count, HIV RNA load, and basic screening lab tests, regular vaginal Pap smears are important to monitor in HIV infection, due to the increased risk of cervical cancer in immunocompromised patients. . Anal Pap smears to detect potential cancers may also be important in both HIV infected men and women.


Treatment
There is no cure for AIDS at this time. However, a variety of treatments are available that can delay the progression of disease for many years, and improve the quality of life of those who have developed symptoms.

Antiretroviral therapy suppresses the replication of the HIV virus in the body. A combination of several antiretroviral agents, termed highly active antiretroviral therapy (HAART), has been highly effective in reducing the number of HIV particles in the blood stream, as measured by a blood test called the viral load. This can help the immune system recover from the HIV infection and improve T-cell counts.

Although not a cure for HIV, and people on HAART with suppressed levels of HIV can still transmit the virus to others through sex or sharing of needles, these treatments have been enormously effective for the past ten years. There is good evidence that if the levels of HIV remain suppressed and the CD4 count remains high (above 200), life can be significantly prolonged and improved. However, HIV may become resistant to HAART in patients who do not take their medications on schedule every day. Genetic tests are now available to determine whether a particular strain is resistant to a particular drug -- these may be useful in determining the best drug combination, and adjusting the regimen if it starts to fail. These tests should be performed for any failing treatment course, and prior to starting therapy.

When HIV becomes resistant to HAART, salvage therapy is required, to try to suppress the resistant strain of HIV. Different combinations of medications are used to try to reduce viral load, and there are a variety of new drugs coming out on the market for the treatment of drug-resistant HIV.

Treatment with HAART is not without complications. HAART is a collection of different medications, each with its own side effects. Some common side effects are nausea, headache, weakness, malaise, and fat accumulation on the back and abdomen ("buffalo hump"). When used long-term, these medications increase the risk of heart attack by affecting fat breakdown, specifically through increasing lipids and glucose levels.

Any doctor prescribing HAART should carefully follow the patient for possible side effects associated with the combination of medications the patient takes. In addition, routine blood tests measuring CD4 counts and HIV viral load (a blood test that measures how much virus is in the blood) should be taken every three to four months. The goal is to get the CD4 count as close to normal as possible, and to suppress the HIV viral load to an undetectable level.

Other antiviral agents are in investigational stages and many new drugs are in development. In addition, growth factors that stimulate cell growth, such as Epogen (erthythropoetin) and G-CSF are sometimes used to treat anemia and low white blood cell counts associated with AIDS.

Medications are also used to prevent opportunistic infections (such as Pneumocystis carinii pneumonia) if the CD4 count is low enough. This keeps AIDS patients healthier for longer periods of time. Opportunistic infections are treated as they occur.


Expectations (prognosis)
At the present time, there is no cure for AIDS. It is always fatal if no treatment is provided. In the U.S., most patients survive many years following diagnosis because of the availability of HAART. HAART has dramatically increased the time from diagnosis to death, and research continues in the areas of drug treatments and vaccine development. Unfortunately, HIV medications are not always available in the developing world, where the bulk of the epidemic is raging, due to socioeconomic reasons.


Complications
When a person is infected with HIV, the virus slowly begins to destroy that person's immune system. How fast this occurs differs in each individual. Treatment with HAART can help slow and even halt the destruction of the immune system.

Once the immune system is severely damaged, that person has AIDS, and is now susceptible to infections and cancers that most healthy adults would not get. However, antiretroviral treatment can still be very effective, even at that stage of illness.


Prevention
See the article on safe sex to learn how to reduce the chance of acquiring or spreading HIV, and other sexually transmitted diseases. Try not to use intravenous drugs. If IV drugs are used, do not share needles or syringes. Many communities now have needle exchange programs, where used syringes can be disposed of and new, sterile needles obtained for free. These programs can also provide referrals to addiction treatment. Avoid contact with another person's blood when the HIV status of the bleeding individual is unknown. Protective clothing, masks, and goggles may be appropriate when caring for people who are injured. Anyone who tests positive for HIV can pass the disease to others and should not donate blood, plasma, body organs, or sperm. An infected person should warn any prospective sexual partner of their HIV-positive status, should not exchange body fluids during sexual activity, and should use whatever preventive measures (such as condoms) will afford the partner the most protection. HIV-positive women who wish to become pregnant should seek counseling about the risk to unborn children, and medical advances which may help prevent the fetus from becoming infected. Use of certain medications can dramatically reduce the chances that the baby will become infected during pregnancy. Mothers who are HIV-positive should not breast feed their babies. Safe-sex practices, such as latex condoms, are highly effective in preventing HIV transmission. HOWEVER, there remains a risk of acquiring the infection even with the use of condoms, if the condom breaks. Abstinence is the only sure way to prevent sexual transmission of HIV. The riskiest sexual behavior is unprotected receptive anal intercourse -- the least risky sexual behavior is receiving oral sex. Performing oral sex on a man is associated with some risk of HIV transmission, but this is less risky than unprotected vaginal intercourse. Female-to-male transmission of the virus is much less likely than male-to-female transmission. Performing oral sex on a woman who does not have her period carries low risk of transmission.

HIV-positive patients who are taking anti-retroviral medications are less likely to transmit the virus. For example, pregnant women who are on effective treatment at the time of delivery with undetectable viral loads transmit HIV to the infant less than 1 percent of the time, compared to approximately 20 percent if medications are not used.

The U.S. blood supply is among the safest in the world. Nearly all people infected with HIV through blood transfusions received those transfusions before 1985, the year HIV testing began for all donated blood. Currently, the risk of infection with HIV through a blood transfusion or blood products is vanishingly low in the United States, even in geographic areas with high HIV prevalence.

If you believe you have been exposed to HIV, seek medical attention IMMEDIATELY. There is some evidence that an immediate course of antiviral drugs can reduce the chances that you will be infected. This is called post-exposure prophylaxis (PEP), and has been used to treat health care workers injured by needlesticks, to prevent ultimate transmission.

There is less information on the effectiveness of PEP for people exposed via sexual activity or intravenous drug use. However, if you believe you have been exposed, you should discuss the possibility with a knowledgeable specialist (check local AIDS organizations for the latest information) as soon as possible. Anyone who has been raped should be offered PEP and should consider its potential risks and benefits in their particular case.

Related climatic issues

A variety of issues are often raised in relation to global warming. One is ocean acidification. Increased atmospheric CO2 increases the amount of CO2 dissolved in the oceans.CO2 dissolved in the ocean reacts with water to form carbonic acid, resulting in acidification. Ocean surface pH is estimated to have decreased from 8.25 near the beginning of the industrial era to 8.14 by 2004, and is projected to decrease by a further 0.14 to 0.5 units by 2100 as the ocean absorbs more CO2.Since organisms and ecosystems are adapted to a narrow range of pH, this raises extinction concerns, directly driven by increased atmospheric CO2, that could disrupt food webs and impact human societies that depend on marine ecosystem services.

Global dimming, the gradual reduction in the amount of global direct irradiance at the Earth's surface, may have partially mitigated global warming in the late twentieth century. From 1960 to 1990 human-caused aerosols likely precipitated this effect. Scientists have stated with 66–90% confidence that the effects of human-caused aerosols, along with volcanic activity, have offset some of the global warming, and that greenhouse gases would have resulted in more warming than observed if not for these dimming agents.

Ozone depletion, the steady decline in the total amount of ozone in Earth's stratosphere, is frequently cited in relation to global warming. Although there are areas of linkage, the relationship between the two is not strong.

Economics of global warming

Some economists have tried to estimate the aggregate net economic costs of damages from climate change across the globe. Such estimates have so far failed to reach conclusive findings; in a survey of 100 estimates, the values ran from US$-10 per tonne of carbon (tC) (US$-3 per tonne of carbon dioxide) up to US$350/tC (US$95 per tonne of carbon dioxide), with a mean of US$43 per tonne of carbon (US$12 per tonne of carbon dioxide). One widely publicized report on potential economic impact is the Stern Review; it suggests that extreme weather might reduce global gross domestic product by up to 1%, and that in a worst-case scenario global per capita consumption could fall 20%. The report's methodology, advocacy and conclusions have been criticized by many economists, primarily around the Review's assumptions of discounting and its choices of scenarios, while others have supported the general attempt to quantify economic risk, even if not the specific numbers.

Preliminary studies suggest that costs and benefits of mitigating global warming are broadly comparable in magnitude.

According to United Nations Environment Programme (UNEP), economic sectors likely to face difficulties related to climate change include banks, agriculture, transport and others. Developing countries dependent upon agriculture will be particularly harmed by global warming.

Green house gases

The greenhouse effect was discovered by Joseph Fourier in 1824 and was first investigated quantitatively by Svante Arrhenius in 1896. It is the process by which absorption and emission of infrared radiation by atmospheric gases warm a planet's lower atmosphere and surface.


Recent increases in atmospheric carbon dioxide (CO2). The monthly CO2 measurements display small seasonal oscillations in an overall yearly uptrend; each year's maximum is reached during the Northern Hemisphere's late spring, and declines during the Northern Hemisphere growing season as plants remove some CO2 from the atmosphere.Existence of the greenhouse effect as such is not disputed. Naturally occurring greenhouse gases have a mean warming effect of about 33 °C (59 °F), without which Earth would be uninhabitable.[24][25] On Earth, the major greenhouse gases are water vapor, which causes about 36–70% of the greenhouse effect (not including clouds); carbon dioxide (CO2), which causes 9–26%; methane (CH4), which causes 4–9%; and ozone, which causes 3–7%.[26][27] The issue is how the strength of the greenhouse effect changes when human activity increases the atmospheric concentrations of some greenhouse gases.

Human activity since the industrial revolution has increased the concentration of various greenhouse gases, leading to increased radiative forcing from CO2, methane, tropospheric ozone, CFCs and nitrous oxide. Molecule for molecule, methane is a more effective greenhouse gas than carbon dioxide, but its concentration is much smaller so that its total radiative forcing is only about a fourth of that from carbon dioxide. Some other naturally occurring gases contribute small fractions of the greenhouse effect; one of these, nitrous oxide (N2O), is increasing in concentration owing to human activity such as agriculture. The atmospheric concentrations of CO2 and CH4 have increased by 31% and 149% respectively since the beginning of the industrial revolution in the mid-1700s. These levels are considerably higher than at any time during the last 650,000 years, the period for which reliable data has been extracted from ice cores.[28] From less direct geological evidence it is believed that CO2 values this high were last attained 20 million years ago.[29] Fossil fuel burning has produced approximately three-quarters of the increase in CO2 from human activity over the past 20 years. Most of the rest is due to land-use change, in particular deforestation.[30]


Yearly increase of atmospheric CO2: In the 1960s, the average annual increase was 37% of what it was in 2000 through 2007.[31]The present atmospheric concentration of CO2 is about 385 parts per million (ppm) by volume.[32] Future CO2 levels are expected to rise due to ongoing burning of fossil fuels and land-use change. The rate of rise will depend on uncertain economic, sociological, technological, and natural developments, but may be ultimately limited by the availability of fossil fuels. The IPCC Special Report on Emissions Scenarios gives a wide range of future CO2 scenarios, ranging from 541 to 970 ppm by the year 2100.[33] Fossil fuel reserves are sufficient to reach this level and continue emissions past 2100, if coal, tar sands or methane clathrates are extensively used.[34]

warming

Global warming is the increase in the average temperature of the Earth's near-surface air and oceans since the mid-twentieth century, and its projected continuation.

The average global air temperature near the Earth's surface increased 0.74 ± 0.18 °C (1.33 ± 0.32 °F) during the hundred years ending in 2005.[1] The Intergovernmental Panel on Climate Change (IPCC) concludes "most of the observed increase in globally averaged temperatures since the mid-twentieth century is very likely due to the observed increase in anthropogenic (man-made) greenhouse gas concentrations"[1] via an enhanced greenhouse effect. Natural phenomena such as solar variation combined with volcanoes probably had a small warming effect from pre-industrial times to 1950 and a small cooling effect from 1950 onward.[2][3]

These basic conclusions have been endorsed by at least thirty scientific societies and academies of science,[4] including all of the national academies of science of the major industrialized countries.[5][6][7] While individual scientists have voiced disagreement with some findings of the IPCC,[8] the overwhelming majority of scientists working on climate change agree with the IPCC's main conclusions.[9][10]

Climate model projections summarized by the IPCC indicate that average global surface temperature will likely rise a further 1.1 to 6.4 °C (2.0 to 11.5 °F) during the twenty-first century.[1] This range of values results from the use of differing scenarios of future greenhouse gas emissions as well as models with differing climate sensitivity. Although most studies focus on the period up to 2100, warming and sea level rise are expected to continue for more than a thousand years even if greenhouse gas levels are stabilized. The delay in reaching equilibrium is a result of the large heat capacity of the oceans.[1]

Increasing global temperature will cause sea level to rise, and is expected to increase the intensity of extreme weather events and to change the amount and pattern of precipitation. Other effects of global warming include changes in agricultural yields, trade routes, glacier retreat, species extinctions and increases in the ranges of disease vectors.

Remaining scientific uncertainties include the amount of warming expected in the future, and how warming and related changes will vary from region to region around the globe. Most national governments have signed and ratified the Kyoto Protocol aimed at reducing greenhouse gas emissions, but there is ongoing political and public debate worldwide regarding what, if any, action should be taken to reduce or reverse future warming or to adapt to its expected consequences.

Franchise

There are 4 parts to a UFOC: * Cover Page * Table of Contents * Items 1-23 * Exhibits The format for each of these sections is very specific and covers the following: Cover Page The Cover Page identifies the franchise business, including the name under which the franchisee would operate and what type of business it is. It also includes the amounts of the initial franchise fee. In addition, any additional risk factors are included on the cover in all capital letters. Risk factors that may be included pertain mostly to which state is governing the franchise agreement and where any litigation is permitted to be filed and heard. Table of Contents The Table of Contents contains the specific 23 items listed below, as well as the exhibits, in a standard format. Items 1-23 Item 1: The Franchisor, Its Predecessors, and Affiliates This section gives you a background on the Franchisor, including anyone he/she has purchased the franchise from, and any affiliates, meaning anyone else who has a controlling interest in the franchise. Do your research on these representatives, including a credit check if possible. You're quite possibly investing your life savings with these people and knowing any other businesses in which they have been involved and how well they manage financial aspects is important. Item 2: Business Experience This section gives you a background on the officers and directors of the franchise for the past five years. Similar to the information you will review on the Franchisor itself, you want to carefully review the expertise these people bring to the table. These are the people you will be working with and who will contribute greatly to the success of your franchise. You should get to know them as well as you can. Item 3: Litigation Any history of litigation, including cases terminated by settlement, must be disclosed in this section. Any Franchisor who is under some kind of restrictive injunction is one to stay away from. Additionally, if a franchisor or any officer has a criminal history or any litigation pending that may affect his or her ability to maintain a franchise then this opportunity is not a worthwhile risk. Item 4: Bankruptcy The bankruptcy disclosure requires that they tell you up front about any bankruptcy in the last 10 years concerning, "the franchisor, its affiliate, its predecessor, officers, or general partner". Entrepreneurs often have several failures before they are successful. Learning from failed business is not the experience you want to have, which is why you are considering a franchise. This doesn't always mean that having a bankruptcy in the disclosure is a sure prediction of a bankruptcy in the future, but you want to review the circumstances of the bankruptcy carefully, including the amount of time that has lapsed since that bankruptcy. You typically don't want to give your money to someone with a proven track record of not being able to manage it. Item 5: Initial Franchise Fee The initial franchise fee is the fee you pay to purchase the right to operate as a franchise. This does not include all of the other fees that may be required to get started or continue operation. The important thing to know about the initial franchise fee is exactly what you are getting for those dollars. Knowing how they came up with that number is important. A large initial franchise fee does not equate to a larger earning or a better investment. Consider this fee in addition to the Other Fees (Item 6) and Initial Investment (Item 7) before concluding what it will actually cost to open a franchise. Item 6: Other Fees Other fees include any other monies you will be required to pay to the franchisor, including royalties, advertising fees, service fees, training fees, or any other ongoing or one-time fees that you as a franchisee will be expected to pay directly to the franchisor. Item 7: Initial Investment This is the key item in terms of figuring out what is will cost you to get a franchise up and running. This section is laid out as a table, and includes the estimated costs for training, equipment, opening, inventory and other costs associated with starting your franchise. For each item in the list, you are given the amount, the method of payment, when it is due and to whom the payment is to be made. Review this information carefully. Speak with other franchisees and see if the estimated costs were realistic. Expect that you will need more for unexpected expenses. Remember that most businesses are not profitable for at least a year, so include the amount of money it would take you and your family to survive for a year without income. Item 8: Restrictions on Sources of Products and Services If the franchisor requires you to purchase or lease from designated sources, investigate further. Sometimes the purchase restrictions are because the franchise has negotiated a lower price for certain goods in return for guaranteed orders. However, sometimes the cost of the supplies is not competitive and the franchisor makes a bit of money from the procurement of supplies. This makes the franchise more expensive to run, even if the startup costs look attractive. If the costs are reasonable, the restrictions are not a big issue. Again, talk to existing franchisees to see if they feel these restrictions are reasonable and whether or not they are satisfied they are receiving their money's worth. Item 9: Franchisee's Obligations Your obligations as a franchisee can be laid out in various agreements, including but not limited to the franchise agreement. This section explains what your obligations are and exactly where in the legal documentation you can find the information governing your obligations. This is an important section for you to review carefully, as they define your contractual obligations and if you breech these obligations your franchise can be terminated. Talk to current franchisees and see whether meeting these obligations has presented any difficulty. If the obligations seem unreasonable, move on. Item 10: Financing Sometimes the financing required to start-up a franchise comes from the franchisor him/herself. As with any financial contract, review the conditions and be sure that they are competitive and make sense. Have an accountant or banking representative review the terms and give an opinion. Having a credit check would, again, be handy here. Item 11: Franchisor's Obligations Just as the UFOC lays out your obligations as a franchisee, the obligations of the franchisor must be clearly disclosed in this section. You are putting your financial future into the hands of the franchise that you purchase, at least in part. Be sure you understand exactly what you are getting for what you are paying. You may want to approach this section in a different manner than the others...perhaps backward. Rather than reading what they will provide, begin by making a list of what you think you will need to be successful. Determine what kind of training you will need and see whether they provide it, when it will be offered, what kind of training it is, and whether or not it meets your needs. What kind of ongoing support or documentation do they include? Also determine what you would need after you have opened the franchise and see whether those items are included in their list of obligations. If they are missing things that you think you will need to be successful, ask to have those things added to the franchise agreement. Verbal promises from salespeople are not sufficient - promised items should be added to this section. Item 12: Territory Opening a franchise just to see another franchise open up a half mile down the road would be enough to make anyone crazy. The territory section of the UFOC is designed to lay out exactly what rights you have to any territory. Having the right to an "exclusive area" cuts down on the competition, at least from within your own franchise. Unfortunately, not all franchisees are alike. Some will take full advantage of their area and develop the market to its fullest. Others will assume that the lack of competition in their immediate area means they have a right to the business and therefore don't work quite as hard to develop that area. There are many other situations in which an exclusive area causes issues for a franchisor, and most will not grant them. Some will grant an exclusive area only for a specified amount of time or only as long as a certain level of achievement is reached by the franchisee. Understanding what options the franchise offers is very important. Item 13: Trademarks This section discloses any trademarks, service mark, service name or logotype used in the franchise business and whether or not that trademark or service mark are registered with the US Patent Office. Using a trademark symbol (™) is not the same thing as having a registered trademark. The registered trademark (®) means a certificate of registration has been granted to the franchisor. A trademark registered in the Supplemental Register does not have the same legal rights and there should be a statement in the Trademarks section disclosing this information. Item 14: Patents, Copyrights, and Proprietary Information This section is important to you only if patents are important to the franchise. If so, get a copy of the patent from the U.S. Patent Office and review the status of the patent. Be familiar with any copyrighted or proprietary information outlined in the UFOC, as the franchisor has a right to modify or prohibit use of anything patented, copyrighted, or proprietary information disclosed in the UFOC. Item 15: Obligation to Participate in and the Actual Operation of the Franchise Business This section outlines any requirements for the franchisee to personally be involved in the operation of the franchise. If the franchise does not require the franchisee to run the business him or herself, then there must be a statement outlining whether or not a manager running the day-to-day operations of the franchise in place of the owner must complete the franchisor's training program and/or own an equity share of the business, and any limitations placed on the manager (such as being approved by the franchise). Item 16: Restrictions on What the Franchisee May Sell Restrictions on what you may sell will affect those franchisees who want to operate an expandable business while they own the franchise. This section is also important if you are limited to selling goods or services that won't make you enough return. Item 17: Renewal, Termination, Transfer, and Dispute Resolution This section is one of the most important in the entire document, and is presented in a table format for easy browsing. The best contract is one stating that as long as you do not breech your contract you can renew your franchise agreement, forever. Contracts that place a limit on your possibility to renew solely at the discretion of the franchisor are bad. Also pay close attention to extensive repairs or decoration that will required as a condition of renewal. The amount of money expected to be spent should be reasonable and there should be some kind of formula so that costs are not incurred all in the same year. Additionally, the refurbishment should keep you industry competitive. There are many types of transfers. Transferring among business entities, such as from a sole proprietorship into a corporation, should definitely be allowed. A good agreement will also allow your franchise to be transferred to your heirs. If this is not allowed and you're still interested in purchasing the franchise, try to make some provision for the repurchase of your franchise by the franchisor. This section also outlines the causes for termination of the franchise agreement, states whether the franchise can be sold and who has the right of first refusal (your own blood relatives should not, ideally, come after the franchisor on first rights), and delineates your right to arbitration. Essentially, the more rights you have to control the renewal and transfer of your franchise, the more rights you have for the continuation of your business and the better the agreement. Make sure your franchise attorney reviews these rights as well as your rights to litigation (or requirement to use arbitration). Any additional risks for litigation will also be on the cover page, remember. Item 18: Public Figures This section requires the disclosure of any public figures the franchise uses as a spokesperson, how much they were paid, and how much control they have in the business (if any). Find out how this arrangement relates to you, whether you can use that figure in personal appearances or advertising, how much it would cost and how frequently you would be allowed to do so. Item 19: Earnings Claims It is very tricky for a franchisor to project, estimate, or in any way forecast financial sales. There are so many variables in play for an individual franchise that it would be mostly guesswork and optimism to project for a prospective franchisee how much money they will make with their business. Any claims made by the franchisor to this effect must be substantiated, so rarely will you see any earning claims included in a UFOC. The best way to get an idea of what to expect for earnings is to talk to existing franchisees. Find out how long they've been in business, when the business turned profitable, and what their average profits have been. Remember that each business is unique and that each franchisee does not run a business equally well. Speak to several franchisees to get a clearer picture of a range that you might be able to expect. Item 20: List of Outlets All of the existing franchise locations, along with the franchisee's contact information, is listed in this section. This is the pot of gold, right here. Contacting franchisees with questions about their relationship to the franchisor, their ability to meet their contractual obligations, their general earnings, and how realistic the start-up projections are is the best bit of research and review you can possibly do before purchasing your franchise. Prepare your questions and schedule time with franchees in advance; this one is important. Item 21: Financial Statements This section points you to the exhibits containing the audited financial statements of the franchisor for the last three years. Take these statements to a qualified accountant for review. The financial status of the franchisor is a track record, showing you not only the ability of the franchisor to run the business, but also the likelihood of success or failure. Item 22: Contracts All contracts or agreements a franchisee will need to sign must be attached to the UFOC. This includes the Franchise Agreement, purchase agreements, lease agreements, and others. Item 23: Receipt This document is a receipt of acknowledgment of the UFOC. This has to be provided as the last page of the document for the franchisee to acknowledge that they have received it. This is only important because no monies can legally be exchanged until 10 days after the receipt of the UFOC (the "cooling off" period provided for by law). Exhibits Any documents that have been identified in the UFOC for the franchise to review or sign must be included as an Exhibit. The exhibits will include copies of such things as the financial statements, Franchise Agreement, leases, or Loan Agreements.

Economic Downturn

An economic downturn is a phase of the business cycle in which the economy as a whole is in decline.This phase basically marks the end of the period of growth in the business cycle. Economic downturns are characterized by decreased levels of consumer purchases (especially of durable goods) and, subsequently, reduced levels of production by businesses. While economic downturns are admittedly difficult, and are formidable obstacles to small businesses that are trying to survive and grow, an economic downturn can open up opportunities. A well-managed company can realize the opportunity to gain market share by taking customers away from their competitors. Resourceful entrepreneurs capture the available opportunities, from an economic downturn, by developing alternate methods of doing business that were never implemented during a prior growth period. The challenge of successfully navigating your business through an economic downturn lies in the realignment of your business with current economic realities. Specifically, you, as the business owner, need to renew a focus on your core clients/customers, reduce your operating expenses, conserve cash, and manage more proactively, rather than reactively, is paramount. Here are best practices that will help you to successfully navigate your business through an economic downturn: Goals: The primary goal of any business owner is to survive the current economic downturn and to develop a leaner, more cost-effective and more efficient operation. The secondary goal is to grow the business even during this current economic downturn. Objectives: • Conserve cash. • Protect assets. • Reduce costs. • Improve efficiencies. • Grow customer base. Required Action: • Do not panic… History shows that economic downturns do not last forever. Remain calm and act in a rational manner as you refocus your attention on resizing your company to the current economic conditions. • Focus on what YOU can control… Don’t let the media's rhetoric concerning recessions and economic slowdown deter you from achieving business success. It´s a trap! Why? Because the condition of the economy is beyond your control. Surviving economic downturns requires a focus on what you can control, i.e. your relevant business activities. • Communicate, communicate, and communicate! Beware of the pitfall of trying to do too much on your own. It is a difficult task indeed to survive and to grow your business solely with your own efforts. Solicit ideas and seek the help of other people (your employees, suppliers, lenders, customers, and advisors). Communicate honestly and consistently. Effective two-way communication is the key. • Negotiate, negotiate, and negotiate! The value of a strong negotiation skill set cannot be overstated. Negotiating better deals and contracts is an absolute must for realigning and resizing your company to the current economic conditions. The key to success is not only knowing how to develop a win-win approach in negotiations with all parties, but also keeping in mind the fact that you want a favorable outcome for yourself too. Recommended Best Practice Activities: The Nuts and Bolts… The following list of recommended best practice activities is critical for your business' survival and for its growth during an economic downturn. The actual financial health of your particular business, at the outset of the economic downturn, will dictate the priority and urgency of the implementation of the following best practice activities. 1. Diligently monitor your cash flow: Forecast your cash flow monthly to ensure that expenses and planned expenditures are in line with accounts receivable. Include cash flow statements into your monthly financial reporting. Project cash requirements three-to- six months in advance. The key is to know how to monitor, protect, control, and put cash to work. 2. Carefully convert your inventories: Convert excess, obsolete, and slow-moving inventory items into cash. Consider returning excess and slow-moving items back to the suppliers. Close-out or inventory reduction sales work well to resize your inventory. Also, consider narrowing your product offerings. Well-timed order placement helps to reduce excess inventory levels and occasional material shortages. The key is to reduce the amount of your inventory without losing sales. 3. Timely collection of your accounts receivable: This asset should be converted to cash as quickly as possible. Offer prompt payment discounts to encourage timely payments. Make changes in the terms of sale for slow paying customers (i.e. changing net 30 day terms to COD). Invoicing is an important part of your cash flow management. The first rule of invoicing is to do it as soon as possible after products are shipped and/or after services are delivered. Place an emphasis on reducing billing errors. Most customers delay payments because an invoice had errors, and therefore, will not pay until they receive a corrected copy. Email or fax your invoices to save on mailing time. Post the payments that you have received and make deposits more frequently. The key is to develop an efficient collection system that generates timely payments and one that gives you advance warning of problems. 4. Re-focus your attention on your existing clients/customers: Make customer satisfaction your priority. A regular review of your customers' buying history and frequency of purchases can reveal some interesting facts about your customers' buying habits. Consider signing long-term contracts with your core clients/customers which will add to your security. Offer a discount for upfront cash payments. The key is to do what it takes to keep your current customers loyal. 5. Re-negotiate with your suppliers, lenders, and landlord: i) Suppliers: Always keep your negotiations on the level of need, saying that your company has reviewed its cost structure and has determined that it needs to lower supplier costs. . Tell the supplier that you value the relationship you have developed, but that you need to receive a cost reduction immediately. Ask your supplier for a lower material price, a longer payment cycle, and the elimination of finance charges. Also, see if you can buy material from them on a consignment basis. In return for their price concessions, be willing to agree to a long-term contract. Explore the idea of bartering as a form of payment. ii) Lenders: Everything in business finance is negotiable and your relationship with a bank is no exception. The first step to successful renegotiations is to convince your lenders that you can ultimately pay off the renegotiated loan. You must point out to your lenders why it would be in their best interest to agree to a new arrangement. Showing them your business plan and your action plan that includes your cost-savings initiatives, along with "the how" and "the when" of the implementation of your plan is the best way to achieve this goal. Explain to them that you will need their cooperation to insure that you can survive, as well as, grow your business during the economic downturn. Negotiated items include: the rate of interest, the required security to cover the loan, and the beginning date for repayment. A beginning date for repayment could be immediate, within several months or as long as a year. The key is to realize that your lender will work with you, but that frequent and continual communications with them is critical. iii) Landlord: Meet with your landlord. Explain your need to have them extend the term of your lease at a reduced cost. Make sure you have a clause in the lease agreement that entitles you to have the right to sublet any or all of the leased space. 6. Re-evaluate your staffing requirements: This is a very critical area. Salaries/wages are a major expense of doing business. Therefore, any reduction in the hours worked through work schedule changes, short-term layoffs or permanent layoffs has an immediate cost saving benefit. Most companies ramped up hiring new employees in the good times, only to find that they are currently overstaffed due to slow sales during the economic downturn. In terms of down-sizing your staff, be very careful not to reduce your staff to a level that forces you to skimp on customer service and quality. Consider the use of part-timers or the current trend of outsourcing certain functions to independent contractors. 7. Shop for better insurances rates: Get quotations from other insurance agents for comparable coverage to determine whether or not your present insurance carrier is competitive. Also, consider revising your coverage to reduce premium costs. The key is to have the right balance-to be adequately insured, but not under or over insured. 8. Re-evaluate your advertising: Contrary to the other cost-cutting initiatives, evaluate the possibility of increasing your advertising expenditures. This tactic realizes the advantage of the reduced "noise" and congestion (fewer advertisers) in the marketplace. The downturn period a great opportunity to increase brand awareness and create additional demand for your product/service offerings. 9. Seek the help of outside advisors: The use of an advisory board comprised of your CPA, attorney, and business consultant offers you objectivity and provides you with professional advice and guidance. Their collective experience in working with similar situations in past economic downturns is invaluable. 10. Review your other expenses: Target an across-the-board cost-cutting initiative of 10-15%. Attempt to eliminate unnecessary expenses. Tightening your belt in order to weather the downturn makes practical, financial sense. Proactively managing your business through an economic downturn is an enormous challenge and is critical for your survival. However, through well-planned initiatives, an economic downturn can create tremendous opportunity for your company to gain greater market share. In order to take advantage of this growth opportunity, you must act quickly to implement the above best business practices to continue realigning and resizing your company to the current economic conditions.