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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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Breitbart vs. Kellogg’s: When business gets politicized, terms get forgotten

Breakfast is the most important meal of the day, but you’ve probably never heard of your morning bowl of cereal “serving up bigotry at your breakfast table.” That’s what conservative news source Breitbart said about Kellogg’s just this past week.

Kellogg’s was scrutinized on social media for advertising with Breitbart, and as a result pulled its ads from the website citing the website’s values “aren’t aligned with the values of the company.” In quick succession, many other companies pulled their advertisements from Breitbart, including names like Allstate and Warby Parker.

Source

Breitbart has responded with swift and uncalculated retaliation, calling for people to #DumpKelloggs by boycotting the food company’s products. The news website has also been publishing a series of articles that stir up old negative publicity about Kellogg’s, including headlines like SHOCK: Amnesty International Blasts Kellogg’s for Using Child Labor-Produced Ingredients” and “Criminal Investigation Opened After Man Appears to Urinate on Kellogg’s Cereal Assembly Line.”

First things first, none of these companies had any idea who they were advertising with—they all work through third-party agencies that target and make deals for them. As a result, Breitbart isn’t exactly justified in saying Kellogg’s is a hypocrite for backing out when they never directly committed to them anyways.

The politicization of this point is what has left the issue much more complex than the business of it. Breitbart is a right-wing news source—some might even say alt-right. The public pressure companies face is often more left, making the waters of corporate social responsibility murky.

It is useful to look at the situation objectively. Breitbart did not have a contract with Kellogg’s, and Kellogg’s did not have one with Breitbart. Instead, their dealings were mediated by a third party marketing or advertising agreement. Inside of this agreement, the contractual language related to termination is key.

The agreement would have, ideally, well-constructed and fair termination clauses. Termination for Convenience allows a party to, unilaterally, end an agreement upon notifying the other party, with reason or not. More restrictive would be Termination for Cause, where a reason is required and often comes from a predetermined list of reasons.

Keeping that in mind, and whatever termination language is in the Breitbart-Kellogg’s contract, there probably isn’t any sort of breach of contract. Breitbart isn’t pursuing action for them leaving the agreement for any contractual reason. They’re just sore about it, and that’s where real action could be taken—by Kellogg’s.

libel

Source: NY Photographic

Kellogg’s may choose to bring a  libel claim against Breitbart.

Libel is defined as “a written or oral defamatory statement or representation that conveys an unjustly unfavorable impression.” This is where more specific termination language related to defamation, non-disparagement, and libel and slander would have been useful for Kellogg’s to push for inclusion in their contracts. It would give them the footing to hold Breitbart to civil liability and make up for losses caused by this whole controversy. However, at this time Kellogg’s doesn’t look like it’s going to diverge from its aim to disengage, even as Breitbart continues to instigate.

Libel can be difficult to prove, but it is not impossible. For example, in Leenen v. Canadian Broadcasting Corp. (2001) (ONCA), the CBC aired a television special on the questionable use of potentially harmful heart medication by cardiologists that was found to have been defamatory. To prove the cardiologist’s claim of libel, the statement had to be made to a third party, be identifiably about the cardiologist, and considered defamatory by the judge.

In deciding if what a party has done is libelous or not, the courts often have to consider if what was said can be considered a fair commentary on the situation, or if it was justified as per public interest. Of course, the politics of the issue would become relevant at this point. However, it can be difficult for the law to offer an opinion, because the question here would essentially be who is speaking the truth, the right or the left? That’s a scary question to have the law decide upon, so perhaps it’s for the best that that question isn’t being brought up.

To see a standard software development agreement, 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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eBay? More like e-Bye! Court rejects unilateral termination of a $98K shoe sale

Source

Look at that pair of shoes. That is a nice pair of shoes. So nice, in fact, that while they retail for around $180, they end up reselling at twice that. There’s apparently a whole market for limited edition NBA All-Star sneakers like these on sites like eBay. Who would’ve thought?

In February of 2012, Montreal brothers Sandrin Thierry and Kevin Mofo Moko bought a pair of these glorious “Galaxy” Nike Air Foamposite Ones from a reseller and quickly set up an auction on eBay. They were looking to make a quick buck to ease the student life and help their parents out.

The auction rapidly gained interest, and a few hours before its end they received a bid of $98,000. Shortly after, eBay took down their auction with the vague explanation of problems with the post. There was no suspension or attempt to contact the brothers about the matter.

The brothers pursued damages, arguing that eBay had unilaterally ended their site-user agreement, an action that goes against language in both the Consumer Protection Act and the Civil Code of Québec. The latter requires adequate notice of unilateral termination to be given. A threshold for the appropriateness of unilateral termination is also given in s. 2126, where “the provider of services may not resiliate the contract unilaterally except for a serious reason, and never at an inopportune moment; otherwise, he is bound to make reparation for injury caused to the client as a result of the resiliation.”

foamposite-galaxy-main-3-960x640

eBay argued that the brothers had violated their site-user agreement, giving them reason to unilaterally terminate the auction.

The company put forward a number of violations, such as that the shoes were used (which they were not), or inaccurately represented in pictures (which they were also not).

The Mofos were found to have not violated any rules of the site-user agreement, and now eBay has to pay up $86,700 in damages.

The contractual implications here are clear: be sure the contract you are making is compliant with legal statute. Or, at the very least, be aware that despite the provisions you put into your contract, they might not be enforceable in court. Enforceability of unilateral termination is contingent upon two subjective factors:

  • “A serious reason” being present
  • “Never [occurring] at an inopportune moment”

In a site-user agreement, a company provides users with the ability to use a service, and here it is to sell their wares. While users have the responsibility to use the service fairly, companies like eBay have the responsibility to provide a fair and good service. Here, it can be seen that the onus is on the company to be conscientious.

Better luck next time, eBay. Nothing can sour such sweet kicks.

To see standard terms of use and site-user agreements, visit our Small Business Law Library!

This article was co-authored by: Alina Butt

 

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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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Survival Gear: Making the Confidentiality Clause a ‘Survivor’ of the Employment Contract

The Jungle

For most of us, the toughest ‘jungle’ we will have to learn to survive in is the world of employment. Most of us will not win a $1 million prize by being crowned the Sole Survivor on the popular show Survivor – we will have to earn our $1 million day by day at work. And unlike the rules on the TV show, it takes more than personality conflicts to snuff out our membership in the workplace ‘tribe’ in which we find ourselves. This is demonstrated in the following case, Gillespie v. 1200333 Alberta Ltd. [2012] ABQB 105, cited at http://www.canlii.org/en/ab/abqb/doc/2012/2012abqb105/2012abqb105.html.

 

The business world’s toughest challenge is to survive each day.

A few years ago, an employee was fired because of ‘personality conflicts’. She cleared out her desk and left. Later it was discovered she had taken home some papers which contained confidential personal information of some of the employer’s clients. This violated the confidentiality agreement.

She sued the employer for wrongful dismissal and claimed 4 months’ wages in lieu of notice. The employer argued in defence that she had breached the confidentiality agreement and so her termination was justified. On appeal the court held that at the moment she was fired they had no cause to fire her because she had not yet breached the confidentiality agreement. She was awarded the 4 months’ wages.

 

The Challenge

Why didn’t the employer claim for a breach of the confidentiality agreement? Why did the employer rely only on defending the wrongful dismissal suit?

When an employee is fired, the employment contract ends immediately. This means that if the confidentiality agreement was contained in the employment contract, it would no longer bind the employee as soon as she/he is fired. So in this situation, as soon as she was fired, and then cleared out her desk, she may no longer have been bound by the confidentiality agreement.

This is troublesome for employers, who need protection for confidential information for at least three reasons: to comply with privacy protection legislation; to protect their own confidential information; to comply with agreements with their clients to protect the clients’ confidential information.

What is an employer to do?

 

The Survival Gear

Can an employer make the confidentiality obligations ‘survive’ the employment contract? Yes!

The legal survivor gear is called a ‘survival clause’, and typically says something like this: “Notwithstanding any other provision of this Agreement, the Confidentiality Clause shall survive the termination of this Agreement.”

While some survival clauses are more detailed, and some contain definite periods of time for which the named obligations will survive the termination of the agreement, the key feature is that the survival clause clearly identifies which obligations are to survive.

Why didn’t this employment contract contain a survival clause? In the rush of a busy practice, it is easy to overlook what most people call ‘boilerplate’, and to underestimate the significance of one missing clause.

You can check out our gap highlighting tool as a way to minimize the risk of missing important ‘little’ clauses like the survival clause.

 

Do you have the legal survival gear you need to make it to the top?

 

In reality, the survival clause is not ‘just boilerplate’ – but like the immunity necklace on the show, Survivor, it makes all the difference. If our employer had included a survival clause in the employment agreement, and this survival clause had clearly covered the confidentiality obligations, this ‘episode’ might have had a different ending.

 

Takeaways:

  • the termination of an employee cannot be justified by events that happen after the employee is fired
  • confidentiality obligations will end when an employee is fired unless the employment contract contains a survival clause
  • the survival clause must clearly identify the obligations which are to survive the termination of the contract

 

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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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Legal Tips and Tricks: Deal Negotiations Using an LOI/MOU

Often, companies will try to secure a Letter of Intent or Memorandum of Understanding (“LOI/MOU”; the two expressions are used interchangeably) from a potential contracting counterparty, for the purpose of outlining the high-level terms of a contractual relationship and to help demonstrate the viability of a project. An LOI/MOU can be used for many purposes, including outlining broad terms of an asset purchase or acquisition agreement.

 

Such high-level outlining is helpful in many circumstances:

1. When securing financing:  it is useful to demonstrate to potential financiers your potential for orders.  Programs like Kickstarter are ideal for that purpose, as, not only are you able to demonstrate orders, paying customers are waiting to receive the finished product.  Use an LOI/MOU to build an order pipeline.

2.  When entering into merger/acquisition discussions:  to set the terms of the future agreement in advance before opening the financial and legal books and records of the company – so that, at a high level, the merger/acquisition value and terms are negotiated in advance.

After the LOI/MOU is settled and the formal agreement is being entered into, certain closing conditions are usually set out, including the statement that nothing has adversely affected the business in a material way since the time of the initial deal negotiation (this is referred to as a “MAC” or Material Adverse Clause).  This is important, to ensure that you are getting what you paid for.

 

3.  When developing the framework for any future agreement: an LOI/MOU can set “guiding principles”, to further the negotiations and discussion to ensure that the parties agree with the spirit of the proposed agreement.

 

Binding vs. Non-Binding Nature of the LOI/MOU

An LOI/MOU is often structured as an “agreement to agree” and not binding.  However, it is useful to include certain binding provisions.  Some consideration must be given to make the LOI/MOU binding, and perhaps this is the opportunity to explore a future business relationship, or something more tangible, such as $500 in cash.

Typically, the binding provisions to include in an LOI/MOU are:

  • Confidentiality: of the deal negotiations, and of information shared between the parties.
  • No-shop“: an agreement not to shop the proposed deal around to other suitors, which adversely affects the party that is disbursing, oftentimes, significant resources into legal and financial due diligence.
  • A “break-fee“: a dollar value penalty, often used to cover legal fees, in the event that a deal – usually an M&A deal – fails for any reason.
  • Termination date: this is useful to prevent the other party from taking the potential deal off the table from other buyers indefinitely.  A “time is of the essence clause” is good to include as well, for this reason.
  • Dispute Resolution provisions:  To plan for the worst, a good dispute resolution process sets out the forum (location) and rules for litigating/arbitrating the LOI/MOU.
  • Duty of good faith:  This places a general duty on the other party to ensure that they are not wasting your time and money through the exploratory process, which is useful to establish if you are forced to go to court to make a claim for expenditures wasted trying to close a potential transaction.
  • Costs:  It’s important to specify who is paying the legal bill up front, especially if you are concerned that the other party is going to try to charge you for it.  A limitation of liability clause is also good to include for this reason.

 

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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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‘Sole Discretion’ Contract Renewal

Links from this article:
2014 SCC 71 (CanLII)

Businesses today have become increasingly reliant on software as a service (SAAS) provided by other corporations. What happens if the SAAS contract is suddenly terminated or not renewed?

In Data & Scientific Inc. v Oracle Corp., 2015 ONSC 4178 (CanLII) the plaintiff DS had been a partner of Oracle’s partner network (OPN) for 20 years. The contract was renewable annually at Oracle’s ‘sole discretion’, and Oracle had renewed the contract every year in November. In the fall of 2014 Oracle invited DS to renew the contract. When DS attempted to do so online, the renewal was refused. In subsequent correspondence Oracle confirmed that the OPN agreement would not be renewed. DS had become dependent on the OPN for its business, and sued Oracle for damages for failure to give reasonable notice for the non-renewal of the contract. Oracle moved to strike the pleadings as disclosing no cause of action. The Court dismissed the motion to strike, stating that it was not plain and obvious that the plaintiff had no cause of action.

The agreement between the parties was clear on the point of Oracle’s ‘sole discretion’ to renew (or not renew) the contract, and provided that: “Any renewal of this agreement shall be subject to Oracle’s standard terms and fees … and shall be at Oracle’s sole discretion. You may apply for renewal of your membership in OPN by on-line electronic acceptance of the terms of the then current OPN agreement and Oracle will notify you if it accepts your application for renewal.” DS’s argument was that this discretionary contractual power ‘must be exercised reasonably’, and that after 20 years of renewals and reliance upon those renewals, the total absence of notice was an unreasonable exercise of discretion.

The court distinguished this situation from the Supreme Court of Canada’s decision in Bhasin v Hrynew, 2014 SCC 71 (CanLII), stating that the court’s focus in Bashin was dishonesty, not the unreasonable exercise of discretion to renew. In Bashin the defendant had complied with the procedure established in the contract, and had given the required 6 month notice, thus “it would be difficult if not impossible to argue that the exercise of the discretion not to renew was unreasonable.” The court concluded that the “Supreme Court’s decision in Bhasin v.

Hrynew does not stand for the (extreme) proposition that under no circumstances does a “sole discretion” contract renewal power have to be exercised reasonably.”

The questions to be decided if this case makes its way through the court system include: ‘Does a ‘sole discretion’ contract renewal power have to be exercised reasonably?’, and if so, ‘What notice is required for a reasonable exercise of this discretion?’

The stakes are high for both licensors and licensees of software. This will be a case to watch as the upcoming year unfolds.

 

Take aways:

  • Exercise of a discretionary renewal power is arguably ‘reasonable’ if the contractual notice requirements have been satisfied
  • ‘Sole discretion’ renewal provisions that do not contain any notice requirements may be subject to a court imposed standard of the ‘reasonable exercise of discretionary contractual powers’ where no notice is given for non-renewal, and where the parties have a long term business relationship

 

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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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Employee Stock Ownership Plan Characteristics

If you’re trying to decide between compensation strategies, “cash is king”.  However, for both early stage companies where cash may not be readily available, and also to later stage companies in which employees are encouraged to think of themselves as “owners” of the company, it will make sense to offer access to an Employee Stock Ownership Plan or ESOP.

An ESOP can have a number of characteristics.  Here are a few of them:

Paid/Unpaid Options:  The employee can pay to receive options, the options may be granted automatically with the passing of milestones (financial or time-based) or the Board of Directors may be given discretion to grant options.

Payment for shares – determination of strike price:  The “strike price” or price per share at which the option is exercised can be based on market value or anticipated market value at the time of exercise (as determined at the time of option grant).

 Market value at the time of option grant is preferable, because, presumably, as time passes, the employee’s effort had contributed to the increase in the market value.  Where a company is a public company, generally there are rules that set out how much the grant of an option can deviate from the current market value, so as not to unfairly prejudice existing shareholders.

Rights of option holders:  Typically option holders will have limited rights.  Option holders usually do not have any shareholder rights in the corporation and thus, for example, would not receive any dividends before their options are exercised. Option holders are often unable to exercise their options right after the options are granted as they need to be vested which is usually spread over time. Finally, exercising of options may be governed by very stringent rules setting, for example, very tight expiry dates.

Result of termination of the employment agreement:  Unvested options will typically be revoked.  In some cases vested but unconverted options will also be revoked.  In some cases the company will buy back shares that were purchased.  In some cases a fixed price for buyback will be determined in advance (and this is typical for a company in which the ESOP is used to distribute excess cash, to provide to current employees the opportunity to share in company profits).

Dilution:  ESOP is a pool of shares that is intended to benefit all employees.

As a result, it is difficult to negotiate an anti-dilution clause.  A company may run more than one ESOP program simultaneously so as to reward executives separately from non-executives.

Number of shares set aside for ESOP:  While there are many ways tostructure an ESOP, typically, five to fifteen per cent of the company’s issued and outstanding shares are usually set aside for the purpose of ESOP, but, further to the dilution point mentioned above, that may be distributed amongst various plans. The company should also consider allocating a larger option pool if it is in early stages of development. Doing this will allow the company to attract good talent at early stages.

Vesting: The company should carefully consider its ESOP vesting schedule. The company would want to provide options as an incentive and a reward for talented employees and advisors rather than as a source of financing. Short periods of vesting might be damaging to the company as its employees’ performance may decrease after they exercise their options. The company may wish to provide shorter vesting period for early stage employees as they assume more risk.

 

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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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Going From an Owner to an Employee in the Sale of a Business

Links from this article:
Read the full article here.

In the sale of a business, sometimes the previous owners (the “ex-owner”) are asked by the purchasers to stay with the company for a fixed time period to help transition existing clients or customers to the new ownership. In this case, such ex-owners are usually required to enter into an executive employment agreement with the new company. However, problems may arise when the purchase price for the business is directly tied to the retention of the company’s customer/clients (also referred to as an earnout). This is because if the ex-owner’s employment agreement with the company is terminated, the retention of the customers/clients may also drop, which in turn would negatively affect the purchase price. For this reason, it is very important for ex-owners in a similar situation to negotiate strict termination clauses into their executive employment agreement.

As an ex-owner, is your employment secure?

Read the full article here.

 

Take away:

  • Ex-owners should consider requesting a clause which states that their executive employment agreement may not be terminated by the company unless the ex-owner materially breaches the executive employment agreement.

 

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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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