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Our Favorite Things: Tech to support your practice – Cloud-based Phone Systems

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Skyphone


While attending a startup technology event this week, we came across a very cool tech tool that Clausehound will be implementing shortly,  We spoke with the founder, Michael Kirlew, about his business – a cloud-based phone service called Skyphone.

For our law firm which is based in the cloud, our team is completely mobile and can work from either of our office locations or from home without the stress of accessing our file system. However, accessing our phone system has always had been more challenging.  Although Clausehound conducts almost all of our business via electronic mail, we still have landlines in our main office.  We have found that managing a central landline and voicemail system to be a clunky way of routing calls and voicemails to our team members, and, historically, this has prompted us to supply our mobile phone numbers as our primary work phone numbers.

This is where a cloud-based phone system (such as SkyPhone) is brilliant and convenient. Skyphone provides a “smart phone number” in the “cloud” that manages all incoming calls and that will direct such calls to the correct person on your team, regardless of their location or what type of phone they’re using. This system will reroute phone calls to our team members’ mobile phones and will include: an opportunity for the caller to select the person with whom they wish to speak to; a notification to our employee that the call is coming from the work line; and a cloud-hosted voice mail system dedicated to the office phone number. Additionally, incoming calls can go to all of the included team members and the first to accept the call will speak with the customer.  This enables Clausehound to have a fully operational business phone line that leverages our existing cell phone plans.

Who would find this useful:

 

Small or solo lawyers or business consultants: This is a great tool for a sole practitioner or business owner who does not want a second phone for their firm/business, but who also does not want to share a personal phone number with clients. By using SkyPhone, a lawyer such as this could is able to have a dedicated law firm line and answering machine, without having to physically install and maintain a secondary phone or phone line.


 

Virtual law firms or consultancies:  Businesses with a geographically-dispersed workforce may wish to provide clients with a single central line to give the impression of a traditional business experience, but may also want the flexibility of calls going to lawyers in different geographical locations.   Phone systems like SkyPhone enable such businesses with a single phone number along with an automated menu, extensions for each lawyer and dedicated voicemails, providing the communication capabilities and professionalism that clients expect.  

 

Mature businesses:  Most employees now have unlimited local dialling on their phone lines, making a local landline redundant, other than for providing a clear phone connection.  Cloud systems such as SkyPhone can fill the gaps of designated phone numbers and voicemails, and office “phone rooms” can fill the final gap of having a land line for outgoing phone calls (if required).

 

Benefits of a cloud-based phone system:

  • Operates like a normal business line from the customer’s perspective
  • Contractors can have their own designated company phone number
  • Enables phone numbers in multiple area codes
  • Designated business voice mail that is sent to your email
  • Supports the modern decentralized business place
  • Extremely affordable

 

Shortcomings:

  • Outgoing call functionality may be limited (SkyPhone, specifically, has indicated that improvements are on the way).

 

Want to learn more about SkyPhone.io?

Reach out to SkyPhone’s founder:

Michael Kirlew

T: 1-888-973-4566

E: Michael@SkyPhone.io

 

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This article is provided for informational purposes only and does not create a lawyer-client relationship with the reader. It is not legal advice and should not be regarded as such. Any reliance on the information is solely at the reader’s own risk. Clausehound.com is a legal tool geared towards entrepreneurs, early-stage businesses and small businesses alike to help draft legal documents to make businesses more productive. Clausehound offers a $10 per month DIY Legal Library which hosts tens of thousands of legal clauses, contracts, articles, lawyer commentaries and instructional videos. Find Clausehound.com where you see this logo.

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What is the maximum term of an NDA if it is not mentioned in the contract?

Casey Marshall / Flickr 

When signing a non-disclosure agreement, the benefits of including a term clause (i.e., end of the contractual obligations) depend on whether you are more likely to be disclosing or receiving confidential information.

If you are the disclosing party, you want to ensure that your confidential information is kept confidential and there are no potential unauthorized disclosures. This means you want to protect the confidentiality of that information for as long as possible.

If you are the receiving party, you want to limit your obligations in the agreement, which includes what information you have to keep confidential and for how long you have to keep it confidential.

 

You can view and customize a Confidentiality Agreement on Clausehound:

NDA

 

Term of a Confidentiality Agreement

If a term clause is not included in an NDA, the parties can imply that the NDA will be in effect indefinitely. An NDA with no term clause is more common in an agreement where an ongoing relationship is taking place.

Assuming that the NDA contains a termination clause, once a party gives notice to terminate the contract, all of the obligations under the contract will terminate on the termination date unless the NDA includes a survival clause. However, circumstances may vary depending on whether the information is considered a trade secret, where the Ontario Court of Appeal held that disclosing a company’s trade secrets can be considered a restraint on trade.  

Note that after the termination date, the receiving party will no longer be under an obligation of confidentiality for information received after the termination date. This will be true whether or not the confidentiality clause continues to apply to confidential information received before the termination date.

 

Survival Clause

For an example of a contract with a survival clause, follow the image below!

Survival

The exception to all the obligations being terminated on the termination date is where a survival clause has been included. A survival clause explicitly states which obligations will ‘survive’ the life of the agreement. Clauses that survive an agreement usually include the confidentiality clause.

Although a confidentiality clause can ‘survive’ the term of the agreement, the standard term of survival for a confidentiality clause is generally  two to four years after the termination date. Companies that are receiving confidential information will be reluctant to agree to an unlimited term for the confidentiality clause.

To see a standard non-disclosure agreements, visit our Small Business Law Library!

 

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This article is provided for informational purposes only and does not create a lawyer-client relationship with the reader. It is not legal advice and should not be regarded as such. Any reliance on the information is solely at the reader’s own risk. Clausehound.com is a legal tool geared towards entrepreneurs, early-stage businesses and small businesses alike to help draft legal documents to make businesses more productive. Clausehound offers a $10 per month DIY Legal Library which hosts tens of thousands of legal clauses, contracts, articles, lawyer commentaries and instructional videos. Find Clausehound.com where you see this logo.

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My favorite things: CIX and my top five reasons for loving trade shows

I’ve been writing a series of regular articles on things I find super-efficient and wonderful. As a technology lawyer, there’s nothing I like more than tradeshows. I also love technology events. Rolling those up together and you will have, among others Canadian Innovation Exchange 2016, which is the topic of today’s column on “My Favorite Things.”

As an emerging company, the decision whether to invest resources and effort towards attending or presenting at tradeshows has become a consistent theme in our office. Trade shows are expensive (both cost to attend and from a staffing perspective).  Here are five things that I already know will come out of our exhibition at CIX.

1. Chance to reconnect with friends.  Busy lawyers and entrepreneurs can relate that the busier you get, the less and less likely it is that such folks will be able to find time for business development, so finding opportunities to optimize time is essential to survival.

Some of these folks who will be attending CIX will be my friends and they/I am so busy that we seem to only find time to meet during work hours in a public place, with a thousand other people present.  Reconnecting once or twice a year also keeps me relevant, gives me a chance to smile to my community and to remind them that we’re still here, and that we’re growing.  It also helps me to stay aware of industry movements.

2.  Chance to meet with people face to face.  At CIX and other major events, I will finally be able to shake hands and directly chat face-to-face with folks who have, up until now, been only on the other end of a phone or Zoom call.  Certain events like CIX bring out the industry’s “who’s who”. I might not know who they are. This is why I do my best to read ahead to see who is presenting.  I find that there’s never any harm in sending a LinkedIn “hello” ahead of time to folks you know will be attending.  I have definitely found that some event organizers will make it easier than others to let you scan the list of attendees, and I have also found that some people are more receptive than others to hearing from me in advance.

3. Exposure, and of course, making sales! We have been busy building a new law firm and now with the growth of Clausehound.com, we have found that it is often difficult to get our brand in front of the proper audience. As tradeshows are typically themed (startup/business, industry specific, geographically specific, etc.), I have enjoyed the opportunity to put our product directly in front of different categories of potential users or consumers in a “pop-up”-rescue environment, and as a result, to narrow our focus on who our target audience is. The amount of time and investment required to open a store on the street or in a mall, as compared to either attending or exhibiting at trade shows, is significant.  Tradeshows have provided my business the opportunity to get our product or service in front of large audiences, and as I have discovered, the referrals and word-of-mouth that have been generated from our attendance at events, have also increased the breadth of my business’ reach.

In the chaotic environments of tradeshows, I know that I’ve had to keep my energy level up especially over the course of the day, as it can be daunting to put on our ‘sales hat’ and to engage hundreds or thousands of individuals. Some of our learnings from this past year of trade shows are very simple and traditional.

We have found that if we put together a nice and clean booth, and offer tiny giveaways like branded swag, interested people will flock to our booth. Recently we have been giving away candy, and that’s come with it’s own built-in danger – when things get quiet, I can honestly say that I have never been able to resist chomping on our giveaways. 

4. Consumer Research.  Tradeshows have proven to be a great opportunity to speak directly with a wide range of potential customers to understand exactly what they are looking for and what they value in a product. If your business or sales pitch or new product offerings are still at an early stage of development, tradeshows are a great opportunity to engage in design thinking – giving you the opportunity to shape your product(s) based on the needs and desires of the consumer, while also avoiding small failures.  I certainly have found that our pitch has changed, the amount and type of swag we have brought along has iterated, and our conversations with end customers have become much more focused over time.

5. Partnerships.  Tradeshows are a fantastic place to meet a wide variety of stakeholders. Similar to the importance of networking, the opportunity to develop formal partnerships may prove to be a game-changer for your business, and it certainly has been for us. Regardless of the type of theme of the trade show, the personalities we have had the opportunity to meet can be amazingly invaluable. We have met potential investors, customers, and people to collaborate with in the future, all of which we have found to be essential to building our brand.

I certainly have found that it is important to offer our potential partners mutually beneficial opportunities (It can’t be one-sided!  Even if people would like to help you they will have to optimize their time and mutual-benefit will always come first!), and borrowing from my second point above, I have certainly found that it is important to go to any trade show or similar event with an idea of the type of stakeholders our business requires to grow and to seek those people out.

Friends, customers, future business partners, I am certainly looking forward to attending CIX and I hope to see you there!

– Rajah Lehal

CEO, Clausehound Inc.

 

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This article is provided for informational purposes only and does not create a lawyer-client relationship with the reader. It is not legal advice and should not be regarded as such. Any reliance on the information is solely at the reader’s own risk. Clausehound.com is a legal tool geared towards entrepreneurs, early-stage businesses and small businesses alike to help draft legal documents to make businesses more productive. Clausehound offers a $10 per month DIY Legal Library which hosts tens of thousands of legal clauses, contracts, articles, lawyer commentaries and instructional videos. Find Clausehound.com where you see this logo.

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Are you an expert in your field? Your expert opinion will be held as a representation

When walking your client through a due diligence checklist, or discussing the representations and warranties being made by your client who is the vendor of a business in a sale-of-business transaction, you as counsel should think about the possibility that your client “ought to have known” about certain representations and warranties.

For example, if a selling party, who has or claims to have an expert knowledge or skill in a particular field, makes a representation with the intention of inducing an individual to enter into a contract, then that party is responsible for ensuring that the representation is reliable and correct.

Moreover, if an expert negligently gives unsound advice, misleading information, or expresses an erroneous opinion to induce another party to enter into a contract, the expert is liable for any damages that result from his/her advice. If negligent misrepresentation can be proven then it will take precedent over innocent misrepresentation in court.

Therefore, despite misrepresenting information without the intent, if an individual can be proven to have acted in a reckless and careless manner in which the individual, under normal circumstances, is expected to know that the information has been misrepresented, then the individual can be found liable for damages.

Esso Petroleum Co Ltd v Mardon stands as precedent for this. In this case, Mr. Mardon (Mardon) entered into a contract with Esso Petroleum Co Ltd. (Esso) to purchase a petrol station that was franchised by Esso. Esso had told Mardon that, according to their calculations, the petrol station would sell 200,000 gallons per year. However, Esso had failed to take into account that local council had made a decision to reject permission for the petrol station to have direct access from the main street. This ultimately meant that the petrol station’s actual sales were substantially lower than that stated in Esso’s estimate.

Mardon then brought an action against Esso for damages resulting from breach of a representation and related warranty.

Esso countered that its estimate was simply an opinion and did not constitute a warranty. The court ruled that Esso’s estimate did not constitute a warranty, in the sense that it did not guarantee that the petrol station would sell 200,000 gallons per year. However, the court also acknowledges that Esso, who had expert knowledge and skill in the approximation of sales, were in a better position than Mardon to make the estimation. Esso had also made this estimation with the intent that Mardon act upon it, and he did in fact act upon it. Thus, the court concluded that the estimate can be interpreted as a warrant because a reasonable individual would assume that an expert in this field would make a forecast that is reliable. The court ultimately decided that Esso was liable for damages that occurred as a result of their misrepresentation.

Therefore, if an individual can be proven to have acted in a reckless and careless manner in which the individual, under normal circumstances, is expected to know that the information has been misrepresented, then the individual can be found liable for damages. Esso Petroleum Co Ltd v Mardon stands as precedent for this.

 

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This article is provided for informational purposes only and does not create a lawyer-client relationship with the reader. It is not legal advice and should not be regarded as such. Any reliance on the information is solely at the reader’s own risk. Clausehound.com is a legal tool geared towards entrepreneurs, early-stage businesses and small businesses alike to help draft legal documents to make businesses more productive. Clausehound offers a $10 per month DIY Legal Library which hosts tens of thousands of legal clauses, contracts, articles, lawyer commentaries and instructional videos. Find Clausehound.com where you see this logo.

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Shhh….Secrets of Organizational Success for Articling Students and Newly Called Lawyers

Links from this article:
previous articles
Google Keep
Trello

Clausehound bloggers have mentioned in previous articles that the life of an articling student can be quite daunting, with a steep learning curve. It’s important to remember that your call to the bar is not the end of your learning path to becoming a successful lawyer, it’s only the beginning…

When beginning your articling or newly-called position at a new firm, here are some organizational tips to consider:

 

(1) Clean off your desks every day. Not only do we mean literally, but also figuratively. It’s 6:00 pm and you have to finish off a file. When you have an item close to the finish line – finish it. Waiting till the next day to finish off tasks leftover from the previous day creates an unnecessary backlog.  Finishing off your work to avoid an overflow is known as “the one touch system” by some lawyers. Start, finish and deliver the work that you’re working on, so you don’t have to touch it again.

(2) Managing priorities. After a short time at a busy firm you’ll have multiple priorities. Trying to juggle them will make it hard to complete tasks. When you’re feeling overloaded, provide a list of your tasks and assignments to your supervisors. Your team will be helpful in ordering your priorities.

(3) Always make your work product presentation-ready.  If it’s always ready to present or hand off, you and your team will be happy that they can make minor changes and forward onwards to a client. A need for multiple changes to the work of another student/lawyer makes for an unhappy senior lawyer.

(4) Don’t leave a mistake backlog.  Fix any mistakes in your work that you’re aware of during the day so you don’t start your next day in a deficit. If you start the day fixing previous mistakes, the synchronization problem between you and your co-workers to review your mistakes may spiral into a several day backlog which means that new work cannot be assigned.

(5) Think about formatting when you prepare drafts of anything. Given that you are providing a high-paying service, your clients expect perfection. The less polished the final product looks, the less polished the quality of your work looks. Make sure your draft or final product is picture perfect.

(6) Make an organized list of all your questions and ask the members of your team periodically rather than in an ongoing dialogue.  You are entering a new field, with little to no experience. You will be uncertain about the work required from you at times, and will have questions. However, it is important to remain sensitive of your colleagues’ time. Strategies to avoid disruption are:  

  • using internal instant messaging tools to ask rather than asking verbally; and
  • using screenshots to capture information you want conveyed to avoid having your colleagues download, reopen or retrieve a document

your colleagues will be grateful if they can promptly review materials on their mobile phone.

(7) Always acknowledge receipt of emails. You would like to avoid the firm partner having to ask you something more than once. When your colleague sends you an email and received no response (most likely, because you are swamped with other work), they will likely not know the reason for your failure to communicate. This can leave them with a negative impression. A quick response is a necessity during work hours, but may not be so accessible during off-hours. However, emails should be scanned during off hours so that you’re ready for anything urgent and have a mental priority list before you go into work.  Setting out your plan of attack is also a useful skill – that can be done through organization tools such as Google Keep or Trello.  Try to write messages that result  in a yes/no answer rather than open-ended question. Everyone’s busy – you will start to earn trust and respect if you lighten the load for your team.

(8) Push, don’t pull. Wherever possible, proactively report.  As noted above, screenshots, updated lists in email form, maybe even screenshots of your list, will be preferred to dropping your items into a list and expecting your colleagues to retrieve.  

chess-1500087_640

When entering a new environment, you will often note that others are working at the speed of lightening. To avoid being a disruption to workflow in a new environment, keep these helpful tips in mind.

 

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This article is provided for informational purposes only and does not create a lawyer-client relationship with the reader. It is not legal advice and should not be regarded as such. Any reliance on the information is solely at the reader’s own risk. Clausehound.com is a legal tool geared towards entrepreneurs, early-stage businesses and small businesses alike to help draft legal documents to make businesses more productive. Clausehound offers a $10 per month DIY Legal Library which hosts tens of thousands of legal clauses, contracts, articles, lawyer commentaries and instructional videos. Find Clausehound.com where you see this logo.

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Started from The Bottom: An Articling Student’s Legal Drafting Experience using a Document Comparison Tool

“How has legal technology affected you?” This is the second perspective in a three part series.

 

In law school, my contract law course taught me all about the basic requirements that make for a valid contract:

  • offer:
  • acceptance;
  • consideration; and
  • meeting of the minds.

These requirements are obviously important to the drafting of a contract, but my contract law course failed to teach how to actually draft a contract.

Just as my academic life ended my legal career life began. Being a freshly graduated law student, I began applying the knowledge collected over the never-ending law school years into a fast-paced demanding environment.

The first nerve-racking interview as a fresh law graduate!

 

An articling student usually drafts contracts based on the precedents that senior associates have collected over the years of their career. Obstacles I experienced as a fresh grad, and new students often face in drafting legal agreements include:

  • how to make sense of variant language and clauses in agreements;
  • how to look out for potential issues in a complex agreement being reviewed; and
  • how to point out what important language is missing from the agreement.

At the beginning of your articling term, who would think that a clause as general as severability could be vital to an agreement? How do you know, off the top of your head, what exclusions to include in a confidentiality clause? What if, on top of having to understand general clauses, you also need to customize the clause to the client’s needs?

 

The pressure is real, while also meeting strict deadlines from clients.

 

The high-demand articling term which all law students love to hate is preparation for the real legal world. Many senior peers push their law students to get into the habit of handling their own files by the end of their term – a way to prepare them for the associate life. This expectation can be quite stressful for a student, especially where they are drafting or reviewing agreements without fully understanding the importance and repercussions of each clause. This is where innovations in legal drafting come in handy.

As I come close to the end of my articling term, I have gotten familiar with understanding the background of the legal documents I draft on a daily basis, with the help of online legal drafting and research tools. Piloting legal technology, such as Clausehound, has taken my articling experience one-step further by maximizing my understanding of various agreements’ frameworks and the importance of variant language.

For example, I often work on ‘parsing’ or ‘mapping’ non-disclosure agreements in order to determine gaps missing from a client’s standard non-disclosure agreement. Generally, the client wants to know what is missing from their agreement and why it’s important to include. At the click of a button, Clausehound can:

  • display what ought to be in the non-disclosure agreement;
  • iterate summaries of each clause’s purpose;
  • draft missing language to include in my client’s non-disclosure agreement; and most importantly
  • build a library of my very own, that will be available to me for the life of my career.

It has been argued that these technological tools will eventually put us out of work. However, I think that with the help of technological advances in the legal industry, we now have the ability to speed up the development of our legal drafting skills. The legal drafting skills I have learned in a few short months, by utilizing legal software tools, are skills that would generally require months of an associate’s training and supervision.

Technological tools also give a competitive advantage for years to come. It takes a great lawyer many years to develop a library of ‘tight’, well-drafted legal agreements and their customized ‘style guide’. I’m sure I will have a deep library of legal knowledge to assist in future drafting and reviewing of various agreements while taking advantage of legal software compatible with cloud technology. I also get to develop hands-on legal software skills simultaneously with learning the legal profession – killing two birds with one stone!

 

By utilizing legal software tools, the process of drafting contracts can be vastly sped up.

 

As articling students, we are entering into a profession that has historically been bound by tradition and resistance to change. But the legal industry is changing, and as we prepare for the disruptive innovation storm, it is important to embrace technology instead of avoiding it. Rather than being a threat, legal technology tools can guide you into becoming a stronger legal drafter and expand your knowledge of the law for your client’s specific needs.

 

Stay tuned for the third blog in this series, to learn how an articling student has adapted in his work environment by using legal technology.

 

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This article is provided for informational purposes only and does not create a lawyer-client relationship with the reader. It is not legal advice and should not be regarded as such. Any reliance on the information is solely at the reader’s own risk. Clausehound.com is a legal tool geared towards entrepreneurs, early-stage businesses and small businesses alike to help draft legal documents to make businesses more productive. Clausehound offers a $10 per month DIY Legal Library which hosts tens of thousands of legal clauses, contracts, articles, lawyer commentaries and instructional videos. Find Clausehound.com where you see this logo.

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