Our blog explores ideas around the law and technology.

Clausehound's a legal tech company, helping companies and firms automate their agreement negotiations.

How to Get Cheap Office Space!

May 08, 2017
Clausehound’s partner organization, Bullfrog Insurance, discusses ways that growing organizations can save on the cost of commercial offices.
Announcements

What rights can you not sign away in a contract?

May 05, 2017
Contracts won’t be enforceable if they’re unconscionable and, in making enforceability determinations, courts give significant weight to public policy.
Intellectual Property
NDA
Intellectual Property Transfer
Master Services Agreement
Software Development
IP Transfer
Learn
All Jurisdictions

Welcome to the cloud, Toronto

April 27, 2017
Clausehound’s partner organization, StartupHere Toronto, has shared a blog on a Toronto-based DevOps firm and the unique strategy the firm employed to become a leading player in space.
Announcements

Blog Bites: The factors that the court considers in accounting for profit remedies in a Canadian patent infringement litigation

April 25, 2017
This article posted on our partner site Mondaq.com highlights the major issues in an important patent infringement case relating to the disgorgement of profits in Canada. The Federal Court of Canada found in favour of DOW Chemicals in a case of patent infringement.
Intellectual Property
Technology
Liability
Business
Ownership of Intellectual Property
Intellectual Property Transfer
Litigation
Blog Bites
Royalties
Canada (General)

Can I Exclude a Loss of Profits in My Limitation of Liability Clause?

April 13, 2017
Landing a huge contract is exciting - and risky! The stakes are high when a large proportion of your business’ resources are dedicated to an important project - especially if the contract is terminated prematurely by the customer.
Limitation of Liability
Master Services Agreement
Software Development

Toronto - A City That Makes Makers!

April 10, 2017
Clausehound’s partner organization, StartUp HERE, has written a blog about Toronto’s rich entrepreneurial environment and factors that make the city stand out as a place for ‘makers’ to thrive.
Announcements

Name a social impact business!

April 07, 2017
I recently chatted with some folks at LinkedIn and their messaging around business vision really stuck with me: Create economic opportunity for every member of the global workforce.
Journey

Should I ask potential investors to sign an NDA before pitching my idea?

April 07, 2017
A startup, like any new business, is inherently risky, and you’ll want the venture to be as financially and legally secure as possible. But more than that, it’s kind of your baby. It’s something that you have created, and obviously you don’t want someone taking that away from you.
NDA
Investor
Term Sheet
Share Purchase Agreement
Investor Term Sheet

Overview of Non-Disclosure Agreement/Confidentiality Agreement

April 06, 2017
Overview of Non-Disclosure Agreement/Confidentiality Agreement   What is this document?   An NDA is a non-disclosure agreement, also known as a confidentiality agreement. The person receiving conf...
Confidentiality
NDA
Confidentiality Agreement
Contract Overviews

Overview of Software Development Agreement

April 06, 2017
A Software Development Agreement is an agreement between a developer and a customer, where the developer will be developing software for the customer.
Software Development
Contract Overviews

Overview of Referral Agreement

April 06, 2017
A Referral Agreement is an agreement between companies or individuals who refer potential clients or leads to the other party, in exchange for some form of compensation for the referral.
Contract Overviews
Referral Agreement

Overview of Promissory Note

April 06, 2017
Promissory notes can be used whenever one person owes another person money, and the person who is to receive the money wants some security that the money will be paid.
Contract Overviews
Promissory Note

Overview of Employment Agreement

April 06, 2017
This article provides an overview of some important aspects of an Emnployment Agreement.
Employment Agreement
Contract Overviews

Beware the Continuous Operation Leasing Clause

April 02, 2017
Leasing requires more than just a good eye for location. Your professional duties require you to provide competent services. This means you must understand the legal implications of standard terms and how these terms can make or break your client’s business.
Business
Commercial Lease
Commercial Activities
Continuous Operation

What if I Can't Deliver on my Contract?

April 01, 2017
'What if I Can't Deliver on my Contract?' Although they apply in only the most strictly interpreted, limited situations, the doctrine of frustration and force majeure clauses can come to the rescue.
Force Majeure
Distribution Agreement
Consulting Agreement
Master Services Agreement

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

March 30, 2017
Often, companies will try to secure a Letter of Intent or Memorandum of Understanding ("LOI/MOI") 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.
Termination
No-Shop
Term Sheet
Costs and Expenses
Acquisition
Contract Negotiations
Letter of Intent
Merger
Dispute Resolution
Mergers and Acquisition
Share Purchase Agreement

Overview of Buy-Sell Agreement

March 30, 2017
A Buy-Sell Agreement, also known as a Shotgun Agreement or a Buyout Agreement, is an agreement between shareholders that enables the shareholders to end their relationship, and is especially useful when they can’t get along any more.
Compulsory Buy Sell Provision
Contract Overviews

Overview of Business Name Assignment Agreement

March 30, 2017
A Business Name Assignment Agreement is a legal document where one party assigns, or transfers, their business name or trademark to another party.
Contract Overviews
Business Name Assignment Agreement

Overview of Cease & Desist Letter

March 30, 2017
This Cease & Desist Letter seeks to prevent a party from using another party’s registered trademark without permission.
Contract Overviews
Cease ; Desist Letter

Overview of Deed of Assignment of Intellectual Property

March 30, 2017
A Deed of Assignment of Intellectual Property is an agreement between an individual or corporation transferring its intellectual property to another individual or corporation, but signed as a deed.
Transfer of Intellectual Property
Contract Overviews

Overview of Credit Agreement

March 30, 2017
A Credit Agreement is a contract made between a borrower and a lender. It establishes how much money the borrower will lend, as well as the terms of the loan.
Contract Overviews
Credit Agreement

Overview of Release and Waiver from Sporting Event

March 30, 2017
A Release and Waiver is a legal document where one party agrees before participating in an athletic/sporting event to waive any present or future claims against the other party.
Contract Overviews
Release and Waiver from Sporting Event

Overview of Receipt of Payment and Release of Obligations

March 30, 2017
A Receipt of Payment and Release of Obligations is a document confirming that a selling party has received payment from a purchasing party in a transaction.
Contract Overviews
Receipt of Payment and Release of Obligations

Overview of Partnership Agreement

March 30, 2017
A Partnership Agreement governs the relationship between two or more partners in a venture. It establishes the rules of the partnership and governs each party’s responsibilities to the business and to other partners.
Contract Overviews
Partnership Agreement

Overview of Bill of Sale

March 30, 2017
A Bill of Sale is a legal document that records that the seller sold specific property on a specific date to the buyer. It is proof that the property was transferred from the seller to the buyer.
Contract Overviews
Bill of Sale

Overview of Accounting Agreement

March 30, 2017
An Accounting Agreement is an agreement between an individual and an accountant, where the accountant agrees to provide tax filing services for personal or corporate taxes.
Contract Overviews
Accounting Agreement

Overview of Share Buyback Notice

March 30, 2017
A Share Buyback Notice is a notice to a corporation that a shareholder is transferring shares of the corporation to the corporation for a stated price (the share buyback amount) under a Share Buyback Agreement.
Contract Overviews
Share Buyback Notice
Options and Buyback

Overview of Material Transfer Agreement

March 30, 2017
A Material Transfer Agreement governs the use and transfer of materials to be used for scientific research.
Contract Overviews
Material Transfer Agreement

Overview of Asset Purchase Agreement

March 30, 2017
This is an agreement between a vendor/seller and a purchaser which sets out the terms and conditions relating to the purchase and sale of a company’s assets.
Asset Purchase Agreement
Contract Overviews

Overview of Technology Usage Policy

March 30, 2017
A Technology Usage Policy is a general guideline outlining an employee’s obligations with using technology in the workplace.
Contract Overviews
Technology Usage Policy

Overview of Share Split Agreement

March 30, 2017
A Share Split Agreement enables a corporation to enact a share/stock split that results in the overall number of issued shares being increased.
Contract Overviews
Share Split Agreement

Overview of Intellectual Property Licensing Agreement

March 30, 2017
An Intellectual Property License Agreement (IP License Agreement) is an agreement where a company or individual agrees to license certain intellectual property to another party.
Contract Overviews
Intellectual Property Licensing Agreement

Overview of Resignation, Release and Waiver

March 30, 2017
A Resignation, Release and Waiver is a legal document where one party agrees to resign from their position, and waive any present or future claims against the other party.
Contract Overviews
Resignation Release & Waiver

Overview of Marketing and Collaboration Agreement

March 30, 2017
A Marketing and Collaboration Agreement is an agreement between two organizations where the organizations agree to enter into a cross-promotional relationship for the purpose of mutual benefit.
Collaboration
Contract Overviews

Overview of Voting Trust

March 30, 2017
A Voting Trust transfers to a Trustee the legal right to attend shareholders meetings and vote the shares that are subject to the trust. The Trust is usually for a specified amount of time.
Voting Trustee
Contract Overviews

Overview of Borrowing By-Law

March 30, 2017
This corporate by-law, often referred to as “By-Law No. 2”, is a by-law that is approved by the directors and shareholders of the corporation once the entity has been incorporated.
Contract Overviews
Borrowing By-Law

Overview of General By-Law

March 30, 2017
This corporate by-law, often referred to as “By-Law No. 1”, is a by-law that is approved by the directors and shareholders of the corporation once the entity has been incorporated.
Contract Overviews
General By-Law

Overview of Bulk Sales Act Affidavit

March 30, 2017
A Bulk Sales Affidavit is a document required by the Bulk Sales Act (Ontario). The purpose of the Bulk Sales Act is to protect creditor...
Contract Overviews
Bulk Sales Act Affidavit

Overview of Agreement to Terminate

March 30, 2017
An Agreement to Terminate is a document in which parties to a previous agreement agree that the previous agreement is to be terminated and be of no further force and effect.
Termination Agreement
Contract Overviews

Overview of Leave of Absence Agreement

March 30, 2017
A Leave of Absence Agreement is an agreement between an employee and employer, where the employer agrees to permit the employee to take a temporary leave of absence.
Contract Overviews
Leave of Absence Agreement

Overview of Drug and Alcohol Policy

March 30, 2017
This document establishes a company's policy about the use of drugs and alcohol in the workplace.
Contract Overviews
Drug & Alcohol Policy

Overview of Workplace Harassment Policy

March 30, 2017
This document can be used by companies that would like a policy in place to handle workplace harassment. It outlines what constitutes harassment, and employee and supervisor responsibilities if they see or are subject to harassment.
Contract Overviews
Workplace Harassment Policy

Overview of Commission Agreement

March 30, 2017
This document establishes the commission terms and structure between a company and its employee or contractor.
Contract Overviews
Commission Agreement

Overview of Engagement Letter

March 30, 2017
This document is used by a lawyer to establish a lawyer-client relationship with his or her client. It outlines the relationship between the lawyer and client, the scope of the work and information about pricing.
Contract Overviews
Lawyer Engagement Letter

Overview of Notice of Mediation

March 30, 2017
This document is a notice to both parties involved in a dispute that a mandatory mediation session will be occurring at a certain time and place.
Contract Overviews
Notice of Mediation

Overview of Mediation Agreement

March 30, 2017
This document is an agreement of understanding between two parties who are agreeing to use mediation to settle a dispute.
Contract Overviews
Mediation Agreement

Overview of Marriage Agreement

March 30, 2017
It is an agreement entered into by a married couple, or two people intending to marry on a specified date.
Marriage Contract
Contract Overviews

Overview of Subscription Agreement

March 30, 2017
A share subscription agreement is the purchase agreement between a company and an investor when the company issues shares to the investor.
Subscription Agreement
Contract Overviews
Share Subscription Agreement

Overview of Commercial Sublease

March 30, 2017
The Commercial Sublease is an agreement between a tenant (who is leasing the commercial property) and the person who wishes to sublet the property from the original tenant.
Contract Overviews
Commercial Sublease Agreement

Overview of Offer to Lease

March 30, 2017
An Offer to Lease is a binding document that outlines and confirms certain terms and conditions before the parties enter into a formal Commercial Lease.
Contract Overviews
Offer to Lease

Overview of Commercial Lease

March 30, 2017
A Commercial Lease is an agreement where a commercial tenant agrees to rent property from a commercial landlord for a specified fee, purpose, and duration of time.
Commercial Lease
Contract Overviews

Overview of Closing Agenda

March 30, 2017
A Closing Agenda is a document that is often used in order to structure a transaction. It works as a checklist to determine what steps and documents are required in order to close the transaction.
Contract Overviews
Closing Agenda

Overview of Equipment Lease

March 30, 2017
The Equipment Lease is an agreement to lease (or rent) equipment.
Contract Overviews
Equipment Lease

Overview of Joint Venture Agreement

March 30, 2017
A Joint Venture Agreement is a document that is signed by two or more persons that wish to enter into a joint venture. The document specifies what the roles and responsibilities are of each party, as well as what the hoals of the venture are.
Joint Ventures
Contract Overviews

Overview of Letter of Intent

March 30, 2017
A Letter of Intent (often referred to as an LOI) or an Investor Term Sheet is a document that is often used between a potential investor and a company to settle the material terms and conditions of an investment.
Letter of Intent
Contract Overviews

Overview of Minutes of a Shareholder Meeting

March 30, 2017
Minutes of a Shareholder Meeting is a document that records who was present at the shareholders’ meeting, and what happened during the meeting.
Contract Overviews
Minutes of Shareholder Meeting

Overview of Employee Stock Option Plan

March 30, 2017
The purpose of an Employee Stock Option Plan (ESOP) is to enable the corporation to grant stock options to its directors, officers, employees and consultants (the “participants”).
ESOP
Contract Overviews
Options and Buyback

Overview of Directors Resolutions

March 30, 2017
Director Resolutions are decisions made by the directors of the corporation.  These resolutions relate to managing the corporation and include decisions such as issuing shares, appointing officers, financial matters and approving major agreements entered into by the corporation.
Contract Overviews
Directors Resolutions

Overview of Standard Disclaimer Language

March 30, 2017
This Standard Disclaimer Language is intended to protect a company from liability for injuries or loss sustained by a guest participating in a company activity.
Contract Overviews
Standard Disclaimer Language

Overview of End User Licensing Agreement

March 30, 2017
An End User Licensing Agreement is an agreement where a company provides a license to a customer to use their product or service.
Contract Overviews
EULA

Overview of Merchant Terms of Use/Merchant Agreement

March 30, 2017
Various websites/apps facilitate transactions between the website’s subscribers and participating merchants. The Merchant Terms of Use/Merchant Agreement (MTOU) is the agreement that governs the relationship between the merchant and the website/app.
Contract Overviews
Merchant Terms of Use

Overview of Event Photography Agreement

March 30, 2017
An Event Photography Agreement is an agreement used between a photographer (or photography company and their photographers) and the client who has hired them to take photos.
Contract Overviews
Photography Agreement

Overview of Share Buyback Agreement

March 30, 2017
A Share Buyback Agreement gives the corporation a right to repurchase shares from a shareholder.
Contract Overviews
Share Buyback Agreement
Options and Buyback

Overview of Loan Agreement

March 30, 2017
A Loan Agreement is a contract made between a borrower and lender. It establishes the terms of the loan.
Contract Overviews
Loan Agreement

Share Transfer in Connection with a Tax Rollover

March 30, 2017
A Share Transfer Agreement is an agreement that transfers shares from the vendor, to a purchaser corporation in exchange for shares in the purchaser corporation.
Contract Overviews
Share Transfer Agreement

Overview of General Security Agreement

March 30, 2017
A General Security Agreement (GSA) creates a security interest in the personal property of a debtor, and is used to give security for a loan.
Contract Overviews
General Security Agreement

Overview of Dispute Resolution Agreement

March 30, 2017
‘Dispute resolution’ refers to the process by which disputes are to be resolved between parties to an agreement. The two basic approaches to resolving disputes are the court system, and mediation/arbitration.
Dispute Resolution
Contract Overviews

Overview of Articles of Incorporation

March 30, 2017
Overview of Articles of Incorporation: The basic ‘constitution’ of a (business) corporation.
Contract Overviews
Articles of Incorporation
All Jurisdictions

Overview of Intellectual Property Release Agreement

March 30, 2017
An IP Release Agreement is an agreement where a person (the ‘Releasor’) releases all claims it might have in relation to the intellectual property described in the agreement.
Intellectual Property
Contract Overviews
IP Transfer

Overview of Consulting Agreement

March 30, 2017
A Consulting Agreement (also known as a Contractor Agreement) is used to establish the terms and conditions of the service relationship between a company and an individual or another company.
Consulting Agreement
Contract Overviews

Overview of Privacy Policy

March 30, 2017
A Privacy Policy governs the collection and use of personal information by a corporation.
Privacy Policy
Contract Overviews

Overview of Terms of Use

March 30, 2017
This articles provides an overview of a Terms of Use agreement.
Terms of Use
Contract Overviews

Overview of Share Transfer Agreement

March 30, 2017
A Share Transfer Agreement is an agreement that transfers shares from the vendor, to a purchaser corporation in exchange for shares in the purchaser corporation.
Contract Overviews

Meet Propel Entrepreneurship's Startup of the week - North In Focus

March 28, 2017
Clausehound’s partner organization, Propel Entrepreneurship, has shared a feature on one of their fantastic student-run startups based at Western University. North In Focus, a startup founded by students Gabrielle Foss and Patrick Hickey, is a completely student-run organization that aims to promote mental health in Canada’s North through youth-oriented workshops.
Announcements

DementiaHack 2017 Winners!

March 24, 2017
Clausehound’s partner organisation, HackerNest, has written an excellent article on their efforts to raise awareness and create technology solutions to support individuals suffering from dementia.
Announcements

MyShop - The Ultimate Marketplace

March 23, 2017
Clausehound’s partner organization, MyShop Makerspace located in Kitchener, Ontario, has released an engaging advertisement showcasing the opportunities available at their state-of-the-art facility.
Announcements

Maintaining the Corporation 5/5 - Managing the Registers

March 23, 2017
Managing the Registers starts with Approving the Form of the Share Certificates. Conventionally, a sample of each share certificate to be used for each class of share is prepared, the word 'SAMPLE' is printed on its face and the certificate is inserted into the corporation's minute book. The directors must then approve the form of the share certificates in a resolution.
Playbooks

Maintaining the Corporation 4/5 - Management & Finances

March 23, 2017
Appointment of Officers: Directors appoint the officers, who are responsible for managing the day to day business of the corporation.  An officer can also be a director of the corporation and can be paid a salary for the work done as an officer.
Playbooks

CPD Finance Conference 2017

March 23, 2017
Clausehound’s partner organization, CPDonline.com, will be hosting an event for small business CFOs and finance professionals focused on common legal issues that can arise over the course of business operations.
Events
Announcements

Maintaining the Corporation 2/5 - Corporate By-laws

March 23, 2017
The by-laws of a corporation govern its day-to-day activities. The by-laws must be approved by a resolution of the board of directors. As soon as the resolution is adopted, the by-laws come into effect.
Playbooks

Maintaining the Corporation 1/5 - Corporation’s Minute Book:

March 23, 2017
Properly maintaining a corporation’s minute book is crucial for all businesses. The corporation’s minute book includes the fundamental documents required for a corporation to maintain its status with governmental agencies, raise capital, enable important actions (such as the corporation taking on debt), or selling the business.
Playbooks

Overview of Corporate Minute Books

March 23, 2017
The Corporate Minute Book is a collection of documents that forms the official record of the activities of the corporation, beginning at incorporation.
Contract Overviews
Corporate Minute Book

Overview of Distribution Agreements

March 23, 2017
A Distribution Agreement is an agreement between a supplier of goods and distributor of goods where the distributor sells the supplier’s product.
Distribution Agreement
Contract Overviews

NAFTA Tweaks And Your Business

March 21, 2017
Links from this article: NAFTA Tweaks And Your Business 'Clausehound’s partner organisation, Bullfrog Insurance, has written an overview the...
Announcements

Getting unstuck

March 03, 2017
Do you sometimes feel like your job is repetitively getting more boring?  In my years of working in big business, the snails pace of decision-making combined with rigidity around roles and responsibilities were difficult to bear. If you feel the same way now, here's a suggestion: don’t quit your job and remortgage your house to start a business (just yet).
Journey

Is there a less costly way to incorporate a company in Luxembourg?

February 20, 2017
This article posted on our partner site Mondaq.com states that it is now possible to incorporate a company with equity and with reduced costs and fees via an alternative structure to the ordinary Limited Liability Company.
Jurisdiction Shopping
Learn
Luxembourg

How do I incorporate in Nigeria?

February 17, 2017
This article posted on our partner site Mondaq.com discusses the procedure, documents and eligibility requirements to incorporate a company in Nigeria.
Jurisdiction Shopping
Learn
Nigeria

Let Clausehound.com help you incorporate your startup!

February 07, 2017
Are you interested in incorporating your business? Let Clausehound.com usher you through the process and ensure that you and your business are properly protected.
Not for Profit Articles of Incorporation

How can a business incorporate in India?

February 06, 2017
This article posted on our partner site Mondaq.com highlights key changes to the rules for the incorporation of a company in India.
Jurisdiction Shopping
Learn
India

Blog Bite: How can companies collaborating on a research project use intellectual property assignment agreements to establish IP ownership arrangements?

February 02, 2017
This article posted on our partner site Mondaq.com discusses the importance of executing Intellectual Property assignment agreements when companies collaborate on research projects.
Intellectual Property
Technology
Payment Terms
Ownership of Intellectual Property
Intellectual Property Transfer
Agreements
IP Transfer
Blog Bites
Canada (General)

Check out HACKJUSTICE’s two day hackathon taking place on February 3rd and 4th

February 02, 2017
Sniffing out awesome startup events, we’re venturing out of the doghouse to check out HACKJUSTICE’s two day ‘hackathon’ taking place on February 3rd and 4th. The hackathon will bring together legal professionals, students, computer scientists, members of the public, and professionals of various disciplines to code and create technology applications that will improve access to justice.
Events

What is the Maximum Term of an NDA if it is Not Mentioned in the Contract?

January 13, 2017
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.
Termination
Confidentiality
Confidential Information
Generally Used Clauses
Company Formation
Confidentiality Agreement
CPD

Are volunteers unpaid interns or employees?

January 13, 2017
This article discusses the highly debated topic of unpaid interns and the strict regulations imposed by the Ontario government for unpaid interns.
Employment Agreement
Human Resources
Employment

Software Development/Master Services Agreements Part VIII: Customer Responsibilities from the Vendor’s Point of View in an MSA

January 12, 2017
The vendor (consultant, developer, etc.) in an MSA will want the customer to agree on certain obligations and responsibilities during the course of the agreement. This is important since it ensures that a vendor will not fail to meet deadlines due to customers not replying or providing the necessary information.
Commercial Activities
Master Services Agreement
Software Development

What legal agreements should be signed before giving a project to a software developer?

January 10, 2017
You had a brilliant idea, set up your company, and now it’s finally time to make your dreams a reality and bring your product to life! When hiring a developer to help build your software or mobile application, it is important to take the time to agree on several points.
Technology
Contract Drafting
Commercial Activities
Software Development
Venturelaw

HTML500: Canada's largest learn to code event

January 09, 2017
We wanted to share with you the news of our community partnership with Lighthouse Labs' HTML500, and an interview with Johnny Hsiao, who we have recruited to Clausehound.com from the Lighthouse Labs program!
Events

What Makes a Contract Enforceable?

January 09, 2017
There are numerous stories that can be found on the internet about people requesting to be reimbursed for coffee or a drink upon being turned down for a second date. While these are light-hearted examples of slightly eccentric dating behaviour, the stories are actually a real-world manifestation of a legal issue—namely, when is a contract valid and enforceable?
Start-up
Contract Drafting
Human Resources
Dispute Resolution

Be it resolved

January 05, 2017
Be it resolved that I will go with the flow. Be it resolved that I will let myself be open to the chaos. Be it resolved that 2017 will be the breakthrough year for my beloved Clausehound.
Journey

Santa's Got A Brand New Brand

November 25, 2016
Toronto’s Yorkdale Shopping Centre (“Yorkdale”) has forever changed the way we visualize Santa Claus. The latter and Paul Mason are fighting over the ‘Fashion Santa’ brand that both parties took part in making a success.
Intellectual Property
Consulting Agreement
Commercial Activities
Employment

Four Things I Love about SAAS Apps

November 25, 2016
As I start to pack my bag for the SAAS North conference in Ottawa, here are four reasons that I choose SAAS (software as a service) applications (apps) over traditional services!
Technology
Events

My Journey into Social Consciousness

November 15, 2016
We took our eye off the ball. I’m writing, of course, about the current political turmoil south of the Canadian border in the United States and its ripple effect felt around the world. How can I/we get from individual-thinking and into a social consciousness?
Journey

Software Development/Master Services Agreements Part VI: Payment Terms

November 08, 2016
Once the engagement commences, invoicing made by the vendor in a Master Services Agreement (MSA) is particularly important as it can be a form of control by the customer. If the MSA includes milestones for which invoices are submitted, the customer may require that the contractor can only provide invoices for approved or accepted work products.
Commercial Activities
Master Services Agreement
Software Development

When is a loan not really a loan?

November 07, 2016
Discussion: In 1200757 Ontario Ltd. v. Ontario (Minister of Finance) (2011, Ont SC), prepayments under a guaranteed power purchase agreement by Onta...
Venturelaw

What are the benefits of incorporating in Panama?

November 04, 2016
This article posted on our partner site Mondaq.com highlights the benefits and advantages of incorporating in Panama, including tax benefits, less strict meeting requirements, and the free movement of funds absent in a bi-lateral agreement.
Jurisdiction Shopping
Learn
Panama

Clausehound will be at SAAS NORTH Nov 30 - Dec 1!

November 01, 2016
Register here using the discount code SAASPASS prior to November 30 deadline and receive a two free months of access, $10 per month thereafter. Clausehound celebrates its collaboration with SAAS NORTH, taking place Nov 30 - Dec 1 with this offering.
Collaboration
Events

Director Disclosure of Interest

October 27, 2016
The purpose of the Municipal Conflict of Interest Act (the Act) is to prohibit members of councils and local boards from engaging in the decision-making process in respect to matters in which they have a personal economic interest.
Case Law

'Unfair' agreements may be rejected by the court

October 27, 2016
Generally, when a signor signs a contract, they are bound by it. However, courts have created exceptions to set aside a contract if they are unconscionable (when there is unequal bargaining power between the contracting parties).
Independent Legal Advice
Case Law

No waiver necessary for instances of implied consent

October 27, 2016
There is likely no need for a waiver in situations where implied consent exists. Implied consent exists when there are known risks. For example, in sporting events, there is implied consent for ordina...
No Waiver

No waiver necessary for a medical emergency

October 27, 2016
In the event of a medical emergency, the consent of the patient is not required when the doctor believes the treatment is necessary. For example, in M...
No Waiver

Contracts contrary to public policy from a statue

October 27, 2016
Ensure that you have understood all the rules, regulations, statues, and law that apply to your business before entering into any contracts. Hire counsel if necessary.
Contract Drafting
Case Law

Claims of oppression

October 27, 2016
The registered holder and beneficial owner of a security can make an application to the court to give it a standing oppression claim.
Case Law

Contractors need to specify payments for incomplete tasks

October 27, 2016
When drafting a work related contract, ensure that payment due for the completion of the task, as well as payment due for partial completion of the task is included and specify the degree of completion for each respective payment amount.
Independent Contractor
Consulting Agreement

Damages in the event of misrepresentation

October 27, 2016
When an individual makes statements that have the purpose of inducing an individual to enter into a contract, then a representation (a convincing statement) and possibly a warranty (a guarantee of a period of fitness, or some other quantity) will exist. The statements that are made when negotiating a contract are legally binding.
Representations and Warranties
Case Law
Share Purchase Agreement

Information in a brochure can be held against a seller

October 27, 2016
Information within a manufacturer's brochure can act as a warranty. In several scenarios, the manufacturer will not be a party to the written contract; however, if the manufacturer publishes a brochure that includes information on a product that is then sold by a seller, that brochure is intended to be a sales tool, and the information within the brochure can be treated as a representation.
Representations and Warranties
Case Law

Issuing dates of employee stock option plans

October 27, 2016
To avoid confusion, stipulate the date the agreement is to take effect into the agreement. It should also be indicated that this is the date that will be used to determine the price of the stock option.
ESOP
Case Law
Options and Buyback

Required consideration for an ESOP

October 27, 2016
When issuing an ESOP, ensure that the proper consideration (money, property, or past services) is received and recorded. Even if the ESOP is issued on the basis of a loan provision, consideration must be received from the registered owner of the ESOP.
ESOP
Case Law

Mandatory ESOPs

October 27, 2016
Ensure employees have sufficient knowledge about a mandatory Employee Stock Option Plans (ESOP). If the ESOP becomes mandatory, ensure that employees are given sufficient notice and are well aware of this change.
ESOP
Case Law

Integrating your privacy policy

October 27, 2016
When creating a privacy policy, ensure that all information is in one format and that the document is clear, accurate, and readily available. A complaint was filed against Bell Sympatico (Bell) about...
Privacy Policy

How to Document and Store Consents

October 27, 2016
This article discusses the importance of properly documenting and storing consent in case any claim or objection arises.
CASL
Consent

CASL Enforcement

October 27, 2016
Related amendments to the Competition Act and PIPEDA are enforced by the Competition Bureau and the Office of the Privacy Commissioner of Canada (OPC) respectively. The Competition Bureau is an indepe...
CASL

CASL Penalties for Businesses and Consumers

October 27, 2016
CASL should not be taken lightly as, in addition to the broad application of the Act, there are considerable penalties for violations of its provisions. If you are a corporation, the CRTC will have th...
CASL

Canadian Articles of Incorporation – Part 1 of 4: Introduction to Incorporation

October 27, 2016
Part 1 of 4 of Canadian Articles of Incorporation: Incorporating a business can be one of the most important decisions any entrepreneur makes in establishing their business and it is usually one of the first decisions they have to make.
Not for Profit Articles of Incorporation
Company Formation
Articles of Incorporation
Canada (ON)
Canada (General)

Composition of a Marketing Message to Comply with CASL

October 27, 2016
It is important to understand how to properly construct a CEM that complies with the regulations outlined within CASL. The construction of CEMs that violate any of the conditions in CASL has the poten...
CASL

Modern privacy concerns

October 27, 2016
Privacy policies of popular websites have most captivated the media and the public’s attention. Google’s privacy policy has caused the most cont...
Privacy Policy
Current Events

You may be liable for expenses when a contract is broken

October 26, 2016
When two or more parties enter into a contract, which is subsequently broken, the parties that were not responsible for breaking the contract may be entitled to damages resulting from the expenditures incurred after the formation of the contract as well as the expenditures incurred in negotiating the contract.
Costs and Expenses
Case Law

Contractors need to specify payments for incomplete tasks

October 26, 2016
When drafting a work related contract, ensure that payment due for the completion of the task, as well as payment due for partial completion of the task is included and specify the degree of completion for each respective payment amount.
Employment Agreement
Independent Contractor
Consulting Agreement

Know who you are suing

October 26, 2016
Discussion: Stekel v. Toyota Canada Inc (2011 Ont SC) emphasizes the importance of knowing who your counterparty is, in the event that you decide to litigate. Although the plaintiff, in this case, was...
Parties
Litigation

Get your name on the contract!

October 26, 2016
Ensure that all people who may want to sue or enforce rights under a contract are listed as parties to the contract.
Contract Drafting
Parties and Privity
Drafting 101

Unfair agreements may be rejected by the court

October 26, 2016
Generally, when a signor signs a contract, they are bound by it. However, courts have created exceptions to set aside a contract if they are unconscionable (when there is unequal bargaining power between the contracting parties).
Approval of Terms
Contract Drafting
Case Law
Drafting 101

Read the fine print

October 26, 2016
The signer has the responsibility of knowing the terms of the contract(s) and carefully signing. The court will not support any carelessness.
Approval of Terms
Case Law

CLAUSEHOUND.COM PARTNERS WITH PROJECT SPACES

October 13, 2016
Links from this article:membershiphereClausehound.com is very excited to have joined forces with Project Spaces, a fantastic and reputable co-workin...
Clausehound

From briefcase and shiny shoes to backpack and sneakers

October 12, 2016
Some say you don’t become an entrepreneur - you’re born an entrepreneur, but I certainly didn’t start my career as one. After a dozen years climbing the monkey bars of large organizations, I traded my corporate attire for an irregular paycheck, uncertainty, doubt and worry. This week I was asked to speak to a class of students on my journey in starting a new business and so I sat back and thought about the steps that I took that brought me here.
Journey

How To Become Profitable Faster In SaaS (Tom Tunguz)

October 11, 2016
Clausehound is an active contributor to the Multiplicity Media Small Business Community, and Rajah Lehal, Founder of Clausehound is also the Co-Founder of Multiplicity.
Business
Tech News
Small Business Corner

Software Development/Master Services Agreements Part V: Compensation Levers

October 03, 2016
Links from this article:hereSUCCESS FEES AND DISCOUNTS Fees discounts and/or success fees may be applied and this can either be formalized or discretionary. Other forms of compensation levers in an MSA are rate card, fees for onboarding replacement staff, and research tax credits.
Commercial Activities
Master Services Agreement
Software Development