September 28, 2016Clausehound bloggers have mentioned in previous articles that the life of an articling student can be quite daunting, with a steep learning curve.
September 27, 2016On October 4th, 2016, between 7:30am-12:00pm, Clausehound.com will be featured at the Fireside Chat with the CEO’s at the Toronto Stock Exchange.
September 26, 2016In AIM Health Group Inc. v 40 Finchgate Limited Partnership (2012) ONCA 795, the landlord ('Finchgate'), entered into a 5 year lease agreement with the tenant ('AIM').
September 26, 2016On September 27th, between 12:00-1:00pm, Clausehound.com will be attending Lunch and Law hosted by the Legal Innovation Zone (which is also the location of the Clausehound office!).
September 26, 2016ALERT: WEATHER-DEFERRED BY ONE WEEK -NEW DATE OCTOBER 6. Between 11:00am to 5:00pm, Clausehound.com will be participating in the Gould Street Party hosted by Ryerson Digital Media Zone - Zone Learning.
September 21, 2016Links from this article:here here.We hope that you have found Clausehound useful in your review and edits of the contractor agreement assigned. We...
September 16, 2016On September 22, 2016, between 3:00 - 8:00 PM, Clausehound.com is excited to be participating in Startup Open House 2016. This event enables participants to walk into various startups throughout Toronto to network, seek out employment opportunities, or just to see what the startup is all about.
September 09, 2016When entering into an important contract, take the time to discuss with your business partners, advisors and legal counsel, to make sure that you are clear about your opportunities and risks. In this article, we describe four simple steps to follow to make sure that your interests are protected when negotiating an agreement.
September 08, 2016Whether you are a valued employee dismissed for wrongful reasons, or an employer who has essentially been forced to dismiss an employee without any bad faith, there are four (4) points to consider about all wrongful dismissal cases. See the instant cases of Coppola v Capital Pontiac Buick Cadillac Gmc Ltd (2011 SKQB); and Rodrigues v Shendon Enterprises Ltd. (2010 BCSC).
September 05, 2016Compensation in cash (or freely available funds, which could also mean payment by cheque, bank draft, wire transfer, email money transfer and so on) is the most common form of compensation. Compensation may also be non-monetary in the form of share options offered by the customer.
August 26, 2016Issue to Counterparty common shares of HoundCo upon the execution of the definitive agreement, plus common shares on each of the next five anniversaries...
August 25, 2016The article discusses the benefits of including a mutual release upon termination in an employment contract agreement. Referencing the Ontario case between General Motors of Canada Ltd. v Johnson.
August 22, 2016Donald Trump posted this tweet at 5:11 A.M. and mystified the internet. In flowed the jokes and memes, but the underlying political commentary is perhaps the best of all. If you think about it, Brexit is a lot like Donald Trump—loud, fearful, anti-immigration, and perhaps more bark than bite. That last one might be a new one to think about, at least in the case of Brexit.
August 18, 2016This article discusses the implications of fiduciary duty post-termination. Referencing the Ontario Court of Appeal decision in the case of GasTOPS Ltd. v. Forsyth Reservoir Group Partnership v. 1304613 Ontario Ltd.
August 11, 2016Despite widespread state-supported doping among Russian athletes at the 2014 Sochi Olympics, the International Olympic Committee (IOC) declined to give a blanket ban on Russia’s ability to participate in the 2016 Olympic Games in Rio De Janeiro.
August 11, 2016This article posted on our partner site Mondaq.com critically examines the claim that joint ventures are riskier than other contracting structures.
August 11, 2016This article posted on our partner site Mondaq.com discusses a recent case where the High Court permitted a university to disclose personal information of a student accused of sexual assault.
August 10, 2016This article posted on our partner site Mondaq.com talks about how businesses may desire to jointly solve problems under a mentor-protege definition, that, under specific rules, might trigger a definition of an 'affiliated business'.
August 07, 2016Thanks to social media, it is not difficult to achieve your claim to fame. However, it also is not difficult to receive unwanted attention or fame.
August 03, 2016A shareholder who is a founder and/or CEO may wish to entrench their decision-making powers. In this Part II, the article discusses how a company’s CEO and/or founders can maintain a seat on the board of directors.
August 03, 2016As our entrepreneur clients grow and enter into commercial transactions and take on financing, questions frequently asked include how to manage the composition of the potentially growing board. This article will deal with the first point: Confirming the Current Composition of Board Members.
August 01, 2016In a previous post, we discussed how payment in a software development agreement as a Master Services Agreement (MSA) may be separated into phases and various clauses that can protect either party. Now we will discuss the forms of payment that are generally used.
July 27, 2016In an interesting case for parties seeking to impose a geographic boundary on competitive operations, an Ontario Court has held that a franchisor was not entitled to enforce a restrictive covenant because it did not have a legitimate interest to protect within the geographic area prescribed in the covenant.
July 25, 2016There has been a lot written up about changes to the legal industry. As a start-up lawyer, upstart small law firm founder, and legal tech CEO, I have often thought about, argued, discussed, observed and speculated about legal industry shifts (albeit quietly, and to myself).
July 20, 2016Congratulations - you’re the proud owner of a business! One of the most important steps you will take in operating that business will be to lease out a space from which to sell your goods and/or services. This commercial lease will have a number of standard clauses, including a description of the leased premises, the rental payments, the term of the lease, possible term renewal options, and, in all likelihood, an overholding clause.
July 11, 2016Going to court or going to war? For most people, the two words refer to the same thing when it comes to legal disputes. To avoid ‘going to war’, dispute resolution methods such as arbitration are becoming the weapon of choice.
July 04, 2016Now that you have decided to work together, whether you are the client or the software developer, how are you going to decide the timing of payments for work performed under a Software Development Agreement/Master Services Agreement (MSA)? In order to properly protect yourself, there are a few considerations you should make regarding payment.
June 27, 2016Clausehound will be attending the StartUp HERE Toronto Cafe Launch on Monday June 27 in Toronto. Come say hi to us, we're giving away 10 three-month memberships to our Small Business Law Library.
June 14, 2016This article discusses the case nClosures Inc. v. Block and Co. and the risks of not signing a confidentiality agreement before entering into negotiations.
June 06, 2016As any business, if you do not have the skills necessary to create software that your company needs, you can look towards independent contractors. When entering into a Software Development Agreement and creating the Master Services Agreement (MSA), it is necessary to define the scope of the work that you want performed.
June 06, 2016This article posted on our partner site Mondaq.com discusses this recent Federal Court of Australia decision in which an American refund policy violated Australian consumer legislation. The court fou...
June 01, 2016This article posted on our partner site Mondaq.com explores the benefits to Canadian entrepreneurs of using both Canadian and American based corporations.
May 27, 2016Who ever thought we would live to see robots being hired as lawyers! The time has come, and one robot in particular has arrived to fulfill your legal needs. ‘His’ name is Ross. Not Ross Geller. Just Ross.
May 27, 2016We all hear about the big commercial deal where millions or even billions exchanged hands. But what we don’t hear about is an unusual document that can make or break that deal.
May 20, 2016This article posted on our partner site Mondaq.com discusses the significance of two immunity provisions that apply to whistleblowers contained in new federal law (the Defend Trade Secrets Act).
May 20, 2016This article posted on our partner site Mondaq.com is discussing how companies can better prepare their privacy matters to mitigate issues with trade secrets and intellectual property.
May 17, 2016Lawyers are great assets for any real estate agent or realty team. They’ll help you craft a legally acceptable arrangement, but they have their limits.
May 16, 2016It felt like I had a gun to my head. Either lease up one of the most unpopular rundown buildings in Alberta or go bust. We made a classic real estate “newbie” mistake.
May 13, 2016The most hated of lease clauses – the insurance clause – is not only frequently ignored, but is also poorly understood by almost everyone in the real estate industry. And that includes real estate lawyers. Yet, it can be the most dangerous.
May 13, 2016You’re a professional. You’ve been trained to understand what your client needs. And you know how to find the best real estate. You and your client are excited, you sign the offers and then close the deal.
May 12, 2016When I think of the cloud, I think of a marshmallow-like floating bubble of air. When someone mentions the ‘cloud’ today, more often than not, they’re talking about a completely different cloud!
May 11, 2016This article discusses the first steps to take in protecting your mobile apps from reserse engineering pirates and other forms of tampering.
May 10, 2016Every system of government must balance individual privacy and rights, against state control. Where the lines are drawn determines what type of society we live in.
May 05, 2016This article posted on our partner site Mondaq.com the author advises businesses on how they can update terms of use agreements. The author recommends websites make users agree to the modified terms...
April 29, 2016Most readers understand that the Panama Papers exposes problematic tax havens and the users of such havens. However, the Panama Papers also expose a complex set of issues rolled into one big overwhelming story.
April 29, 2016This article posted on our partner site Mondaq.com speaks about how online businesses can ensure that their website terms of use is enforceable. The author recommends that the website terms of use be...
April 22, 2016Most loyal Central Perk-loving ‘Friends’ addicts know the small details of each of their favorite Friends characters. It took, however, over 10 years and Google to finally solve the mystery that Chandler Bing is an IT Procurement Manager - the guy in your company who plays a fundamental role in the negotiations of your technology services agreements.
April 22, 2016You are an entrepreneur with a brilliant idea for the next technological ‘sensation’. Understandably you're concerned about protecting your IP, you will likely focus on those parts of the MSA. This is good and important, but the chances are that while protecting your IP, you could be overlooking an equally essential clause.
April 01, 2016Tenants to a commercial lease should consider drafting a 'rent catch-up' clause, in the event that additional rent owed increases by a drastic amount.
March 24, 2016In the world of fashion, the label changes everything. In the world of legal (drafting) fashion however, lawyers, being human, will of course look at the headings, and must resist being influenced by them.
March 23, 2016Greed isn’t good. Because greed is never satisfied. Greed creates an endless void that motivates poor decisions, causes the destruction of critical partnerships and inflames one’s sense of inadequacy. But, Envy. That’s different. Envy is good. And now there’s science to prove it.
March 14, 2016We see what we expect to see, and the fashion industry has been making $ billions exploiting this principle. In the world of fashion, the label changes everything. In the world of legal (drafting) fashion however, lawyers, being human, will of course look at the headings, and must resist being influenced by them.
March 04, 2016This article posted on our partner site Mondaq.com highlights the importance of obtaining the broadest possible rights in intellectual property created by an independent contractor in the course of their work for the hiring party (also known in the US as "work made for hire").
March 02, 2016 A lease may have an option to purchase clause. For example, a lease may have a minimum rent provision along with a payment to be held in escrow for the purchase of the property. The escrow payment is not minimum rent.
March 01, 2016Before entering into a lease agreement, the tenant should negotiate the option to remove trade fixtures and leave the premises as the tenant had entered it.
February 22, 2016This article posted on our partner site Mondaq.com discusses the decision-making of the location of the registered office (and books and records) as a strategy to choose the venue for litigation.
February 17, 2016This article posted on our partner site Mondaq.com looks at the growing relationship of Switzerland to Asia by means of a free trade agreement that creates prospects for growth through mergers and acquisitions in a variety of industries.
February 15, 2016This article posted on our partner site Mondaq.com discusses how parties who are from different provinces can decide together upon what governing law their contract shall preside under.
February 14, 2016The hugely successful corporation, Google, was a spin off from research done for a PhD thesis at Stanford. But if your business is considering working with IP that originates from a university, there are many questions to ask.
February 13, 2016If there is a bona fide takeover bid from a third party, a majority of the shareholders can agree to the take-over on behalf of all shareholders due to the drag-along provisions.
February 12, 2016This article discusses the option of "paying with shares" which allows startups to offer their employees to purchase shares in the company in lieu of a raise.
February 07, 2016Mining corporations have been especially vulnerable to the recent economic upheavals in the Chinese economy, however mining corporations should think twice beofre neglecting to protect their IP.
February 02, 2016Depending on the circumstances of the parties involved in a commercial lease agreement, the name of the tenant on the lease can vary where a wholly foreign owned enterprise is leasing the property.
February 02, 2016This article posted on our partner site Mondaq.com looks at the relationship between shippers and railways to discuss how the latter's liability can be limited for third party claims.
February 01, 2016This article discusses what is needed for a non-competition clause to be enforceable, specifically if 5 years is too long for a non-compete to be enforceable.
January 31, 2016Stock options are often issued as a part of a company’s incentive program to the company’s and its subsidiaries’ key persons who are working on the company’s projects. The purpose of the stock options is to give personnel a financial incentive to work hard to increase the company’s shareholder value.
January 26, 2016Are you starting a business related to law, accounting or medicine? These high risk fields often operate as a 'Limited Liability Partnership' (LLP).
January 24, 2016The Board of Calico Resources set new corporate objectives and revised its executive compensation policy to align with those objectives.
January 23, 2016This article discusses considerations including the use granted, territory, term, exclusivity, revocability, sub-licensing, termination, exclusivity and non-exclusivity, among others.
January 17, 2016Drag-along provisions are clauses in a stock option plan or some other form of agreement which grant investors and shareholders the right to compel the founders and other stockholders to vote in favor of (or otherwise agree to) the sale, merger or other “deemed liquidation” of the company.
January 15, 2016What happens when leased equipment is installed in a rental property, and the tenant fails to pay the rent? The answer can depend on whether the equipment has become a ‘fixture’.
January 11, 2016This article posted on our partner site Mondaq.com explains the benefits of a shareholders' agreement by analogizing the agreement to a marital agreement as well as descussing compulsory buy-out clauses.
January 09, 2016SH Communications launched a new stock option plan to give their employees incentives to work harder and stay longer with the company. The assumption is that the employee option holder will want to do everything possible to increase the company’s shareholder value.
January 07, 2016Businesses 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?
January 07, 2016Entrepreneurs and investors are rightly concerned about what rights attach to their shares, and what mechanisms are in place to protect those rights - these concerns are highlighted in a recent Ontario court decision.
January 05, 2016Many websites use numerous brand names to compare pricing of each company’s products. Issues may arise when such ‘price-comparison’ websites are using other companies’ trademark names or designs. How is a trademark protected?
January 02, 2016When trying to separate from a co-founder or partner, shareholders should carefully review the “shotgun” clause in their shareholder’s agreement.
January 02, 2016Parties renewing a lease should ensure that the renewal terms are not contravening any laws within the jurisdiction where the agreement is being applied.
December 27, 2015Startup companies often struggle with the valuation calculation, and how to determine the number of shares to issue to a new team member.
December 23, 2015Every season has its own charm. In North America, December brings...shopping! But January brings...bills. Credit cards and ‘buy-now-pay-later’ plans have made it ever-so-easy to spend more than we earn, so interest rates can have a huge impact on consumer finances.
December 22, 2015Do you ever get annoying emails from companies you’ve never heard of? Or continuous emails from a company you once agreed to receive an email from years ago?
December 21, 2015Everyone loves a good deal! But how do we know if the deal is really a deal? Many of us rely on the integrity of the retailer, and trust that the advertised discount is actually a discount.
December 14, 2015One of the best ways to increase stockholder value is to make each employee a stockholder, and get each employee to 'think like a stockholder'. This has motivated many companies to offer broad based employee stock option plans.
December 12, 2015Depending on the status of the not for profit corporation under applicable tax or corporate legislation, the members may be required to appoint a stated percentage of independent directors.
December 12, 2015According to a referenced article, from 2000 to 2012 productivity went up about 25%, but wages increased only about 7% in the United States. Fairly structured ESOP's may be a mechanism for promoting employee engagement and improved financial stability of the middle class..
December 11, 2015Are you trying to use the web to reach out to as many people as you can to build your business? - Not so fast! Canada’s new anti-spam legislation (“CASL”), which came into force July 1, 2014, creates restraints on your ability to do this if you are sending commercial electronic messages (“CEM”).
December 11, 2015Trademarks are the name, design, brand or logo that represent the products and services a company offers, they can be the major reason why consumers purchase the product or service.
December 03, 2015The other day I was at the library with my 10-year old son. I bumped into a bookshelf next to the children’s section and a book fell to the floor. I picked it up and was surprised to note that the book was an introduction to the topic of powers of attorney, written for the general public. As I glanced through it a title caught my eye: 'If powers of attorney are important, why do so few people have them?' Why indeed?
December 03, 2015In order to prevent the growing threat of debit and credit card fraud, in 2006, major credit card payment brands such as Visa and Mastercard collaboratively created the Payment Card Industry Council.
December 01, 2015Record high numbers of people are quitting their jobs to start their own businesses. This rise in entrepreneurial pursuits is creating an opportunity for tenant-only commercial real estate leasing agents.
November 29, 2015Even on company acquisitions, an ESOP can be used creatively to both share company profits with employees and provide assets for a retirement plan.
November 15, 2015Some companies may open up their API to third party developers without an API license agreement ('going naked'), however this can cause problems and lead companies to later need to create a license and restrict what developers are doing.
November 14, 2015When drafting an API licensing agreement, it may be prudent to consider that the less one-sided the restrictions are, the more the API will attract innovation by open source developers.
November 01, 2015The reverse stock split is intended to increase the per-share trading price, in order to satisfy the $1 minimum bid price requirement for continued listing on the NASDAQ Capital Market.
October 31, 2015The way ESOPs usually work in startup companies is by issuing the options with a vesting period, usually four years. Once the shares are vested an optionee may purchase and own the shares. However, Skype followed different conventions.
October 28, 2015A critical part of a company acquisition is ensuring that the transaction is not missing any of the consents required of the contractual counterparties.
October 28, 2015A Unanimous Shareholder Agreement is sensible when there are a small number of shareholders, however as a company start to grow, decision making will start to occur not by shareholder decision but instead, at a meeting of the board of directors
October 28, 2015Not for profit corporations must make money to 'stay in business', but how the amount of surplus income and the purposes for which it is made is treated by tax authorities, may vary from jurisdiction to jurisdiction.
October 28, 2015FTI Consulting granted 'Employment Inducement Awards' to induce its new Chief Strategy and Transformation Officer to join the company. The Inducement Awards included a stock option grant that was 'outside of the shareholder approved program' but 'subject to the same terms and conditions'.
October 28, 2015With the market recovering and stabilizing in 2014, ESOP's became a tool for the retention and motivation of employees especially in the financial sector.
October 27, 2015What is Docstoc? The go-to business to for business related documents and cloud file sharing, Docstoc, is closing down on December 1st, 2015. Docstoc operated with the target market of small or start...
October 16, 2015The most hated of lease clauses - the Insurance Clause - is not only frequently ignored, but also poorly understood by almost everyone in the real estate industry. And that includes real estate lawyers. Yet, it can be the most dangerous.
October 14, 2015If a spouse operates or owns a family business, one strategy to protect that business would be to enter into a marriage contract that contains a waiver by the non-owner spouse of the owner spouse’s interest in the business.
October 14, 2015This article posted on our partner site Mondaq.com looks at a Supreme Court decision in 2011 which mandated that courts should not dump the entire agreement as long as it can be enforced after severing the provisions which are unconscionable.
October 11, 2015Since Twitter will no longer be selling its firehose data (full, unfiltered stream of tweets available from the service) to third party sellers, but will license the data to users of its API, it is important to be a licensee/subscriber to Twitter's API set in order to access the huge amounts of real time-data that Twitter has to offer as a social media giant.
October 10, 2015Controlling the license of the brand is important for both the licensor and the licensee. An API license allows a licensor to increase its brand recognition.
October 09, 2015This article posted on our partner site Mondaq.com uses case law to illustrate that the Courts in India have not offered consistent decision whether parties can rely on foreign law to settle disputes.
October 08, 2015If a social media site wants to attract attention or encourage community participation, it may consider giving API licences to third parties. This way, passionate members can transform their ideas into reality and benefit the application.
October 06, 2015Compliance with the privacy policy of the API licensor is an important term and condition of using the API. If the licensor is bound by privacy rules and is not allowed to retain private data, then the licensee should be prohibited from retaining data as well.
October 04, 2015The article discusses the high profile case of McCain v. McCain (currently on appeal to the ONCA). After 15 years of marriage, the spouses entered into a marriage contract under which the wife waived her equalization and support rights..
October 04, 2015In Ontario, there is a default statutory regime that governs matrimonial property. However, if a couple preparing to wed or an already married couple wishes to avoid the default statutory regime, the couple may opt out of the regime by signing a marriage contract in which the couple shapes its own rights regarding property division.
October 02, 2015A marriage contract can save grief and tension between two splitting parties. By outlining the terms, prior to the dissolution of the relationship, and before the relationship/marriage begins, both parties will be very aware of the division of assets should the marriage fail.
October 01, 2015An open source API will allow developers to attach services to the software platform that they are using. This can help even on platforms that emphasize security and confidentiality.
October 01, 2015This article posted on our partner site Mondaq.com discusses the importance of effective privacy guidelines, policies, and procedures relating to video surveillance on school property.
September 29, 2015The idea of creating a prenuptial marriage contract may sound unromantic but it is an idea that is quickly becoming quite common. The article draws an analogy between a seat belt and a marriage contract - you put one in place and hope you will never need it, but if you do, you're glad it is there.
September 24, 2015A recent UK High Court decision, (Polypearl Ltd v E.On Energy Solutions Ltd), emphasized the importance of business common sense in interpreting a limitation of liability clause.
September 24, 2015Parties to a subscription agreement need to be aware of the regulatory approvals required fo r the shares to be issued or transferred.
September 23, 2015While it seems obvious that billing and payment of expenses should be clearly dealt with in consulting contracts, many parties fail to address some key details.
September 22, 2015This article discusses the importance of negotiating strict termination clauses in an Executive Employment Agreement when an Owner becomes an Employee.
September 22, 2015People who marry later in life and have accumulated assets (or debts) or are entering second marriages and have experienced the process of an acrimonious division of assets, are among those who may benefit most from a marriage contract. The question often posed is, 'Will this contract actually protect my assets or income?'
September 22, 2015Purchasers and their financers will require satisfactory inspection reports as a condition for closing the transaction. An asset purchase agreement should include clear procedures for inspection, and clear standards for determining whether the inspected assets comply with the terms of the agreement.
September 22, 2015This article is about a lawsuit alleging fraud by the supplier, who controlled the distributor, in the form of exorbitant distribution fees.
September 21, 2015Parties may enter into marriage contracts to address issues they could face during their marriage and that may arise upon the breakdown of marriage.
September 20, 2015It is a good idea to have a clause in your contract that defines the standard of care, to ensure that the other party does not attempt to include a higher standard, which may be interpreted as a warranty.
September 19, 2015A good settlement agreement should clearly defines the effect the agreement will have on future and current claims, and whether it applies to all claims between the parties, or only those claims arising out of a particular agreement or set of circumstances.
September 18, 2015The New American Arbitration Association rules require that parties must try to resolve issues first through a teleconference with an arbitrator.
September 17, 2015Parties usually enter into marriage contracts to protect their property and finances in case of a breakdown of marriage. Thus, many marriage contracts deal with property division and support.
September 16, 2015Multi-tiered dispute resolution clauses may be enforceable if the procedure is certain, mandatory language is used, a clear time limit is provided before arbitration is available and duties to act 'in good faith' to resolve the dispute are in the context of a clause.
September 15, 2015If the language of the arbitration clause states that friendly discussions "shall" or "must" take place within a defined time period before a party may give notice of intention to arbitrate, the friendly discussion clause may be enforced as a condition precedent to arbitration.
September 12, 2015Lawyers who accept independent legal advice (ILA) mandates with respect to domestic contracts should not assume this task lightly and should take the time to analyze all the terms of the proposed marriage contract and ensure that the client fully understands their consequences.
September 11, 2015Hollywood and Oscar nominated star Terrence Howard cried in court about his wife's threats to release his private medical information. During acrimonious divorce proceedings, Howard was contacted by his wife and allegedly forced to sign a divorce settlement agreement under duress.
September 07, 2015Some may think entering into marriage contracts is a recent trend. However archeological evidence shows the contrary: marriage contracts have been around for quite some time - since ancient Egyptian times!
September 07, 2015 Links from this article:Read the article here.Websites and internet service providers should consider inserting as many positive steps as poss...
September 05, 2015This article is about a company who used an automated system to extract flight information from Ryanair's website, and then charged consumers for booking through its site.
September 03, 2015Many farm owners have a personal, emotional, and familial attachment to their farm. For this reason, it is especially important for farm owners to consider protecting their farm upon marital breakdown.
September 02, 2015Under subsection 56(4) of the Ontario Family Law Act (FLA), a court may set aside a marriage contract if it finds that there was a failure to disclose significant assets and liabilities at the time a marriage contract was made.
August 29, 2015I’ve had the opportunity to meet with numerous agents and lawyers who specialize in commercial leasing and they’ve all say the same thing: it’s a tedious, difficult and boring job to read a full lease, but it’s necessary.
August 29, 2015Netflix has decided to clamp down on those who use a VPN. A VPN is a virtual private network that many people use to avoid geographic restrictions for the content Netflix provides.
August 28, 2015Photographers normally own the copyright to their photos, unless they are hired to take the photo, in which case, unless the agreement specifies otherwise, the person who hired them owns the copyright.
August 27, 2015The Financial Accounting Standards Board and the International Accounting Standards Board have issued new rules that offer a one-stop, comprehensive source for how companies and nonprofit enterprises are to report revenue.
August 27, 2015This article provides a good explanation on the definition of representations and warranties at the end of the first section, and their use in protecting an asset or share purchaser.
August 27, 2015When drafting a distribution agreement, the parties should ensure that each party has the right to terminate the agreement under certain circumstances.
August 25, 2015Both vendors and purchasers have a strong interest in ensuring that the ownership of all liabilities has been clearly allocated by the APA. When drafting an asset purchase agreement, the buyer will likely negotiate for narrow assumed liability and broad excluded liability.
August 22, 2015Website Terms of Use for application program interfaces ('API's') for programs that are designed to work with that website often contain a representation that the developer owns the IP connected with that API, and that the software does not infringe on the IP rights of third parties.
August 20, 2015This article posted on our partner site Mondaq.com looks at how limitation of liability is negotiated against indemnity through measures like caps, time periods, and using qualifying language in the agreement.
August 20, 2015Distributing an app in the Google or Apple app stores? It would be wise to carefully review distribution agreements that come along with these two stores.
August 20, 2015Some jurisdictions, including California, permit only post-acquisition non-competes, in order to protect a purchaser’s interest in capitalizing on acquired goodwill for a limited period.
August 18, 2015This article posted on our partner site Mondaq.com uses case law to discuss the enforceability of entire agreement clauses since courts are more and more taking into account pre-contractual and post-contractual details in cases.
August 18, 2015A municipality was served with a notice of arbitration disputing the valuation of expropriated land five (5) years after the expropriation, because there was no time limit on the ability to file a notice.
August 17, 2015A settlement is beneficial to the defendant in two distinctive ways. It terminates the legal action, and permits the defendant to end the litigation without admitting to any wrongdoing.
August 12, 2015Every business is concerned about others infringing their intellectual property rights, though businesses need to be concerned about the possibility that they may be infringing the intellectual property rights of others.
August 11, 2015Consulting agreements are often structured carefully to make it clear that the nature of the relationship is not an employment relationship, but a consulting relationship.
August 11, 2015Independent legal advice is important when entering into a consulting agreement, and equally important when determining whether the agreement can be terminated. This is illustrated in a case dated 2008 when Ceylon Electricity Board (CEB) awarded a consulting contract for its proposed head office, following government procedure.
August 10, 2015The APA should contain clear provisions allocating responsibility for taxes. Parties should also be familiar with the tax laws applicable to their transaction, particularly if it could be argued that the transaction had no practical economic effects other than the creation of income tax losses.
August 09, 2015Restrictive covenants must be drafted carefully to give adequate protection to the purchaser, and purchasers should be able to show the connection between the price paid for the goodwill of the business, and the temporal and geographic aspects of the non-compete provision.
August 05, 2015A three step dispute resolution mechanism which moved from informal negotiation to mediation to binding arbitration, was questioned as being prohibitively expensive for a county when compared to the resources of the counterparty corporation.
July 27, 2015Links from this article:Read the article here.While it seems obvious that billing and payment of expenses should be clearly dealt with in c...
July 26, 2015Links from this article:Read the article here.Are you a consultant with a full time client and a related sideline where you enjoy trying ou...
July 25, 2015While international arbitration seeks to aid in the legal predictability and stability of international contracts by providing for the neutral, impartial, centralized and enforceable resolution of disputes arising out of international contracts, parties should always seek to negotiate the forum where they have the best prospect of achieving and enforcing success.
July 24, 2015Under US patent law, a FRAND technology (fair, reasonable, and nondiscriminatory patent licensing) is standard and essential to the ongoing operation of a particular product
July 23, 2015Consulting agreements between academics and industry provide opportunities for enrichment in every sense of the word - both academically and financially. Academics entering into consulting agreements should get good legal advice, and make sure that their agreements are consistent with the policies of their institution.
July 22, 2015Where a commercial lease agreement so provides clearly and unambiguously, a guarantor can continue to be a guarantor upon the renewal of the lease.
July 20, 2015It is important for parties to understand their rights and obligations in standard commercial leases. Strictly speaking, tenants cannot expect to enforce any guarantee not contained in the lease.
July 18, 2015Parties may wish to add closing conditions to a share purchase where part of the value of the shares/securities that are being purchased results from an action yet to be taken by the company.
July 17, 2015When subscribing to shares of a company, consider negotiating an anti-dilution provision in your subscription agreement to avoid having your equity holding in the company significantly diluted.
July 16, 2015In days gone by, an act of God, strikes, horrible weather and the like could result in disruption of business to such an extent that a company would call upon a 'force majeure' clause to halt their requirement to perform their contractual duties.
July 15, 2015This article posted on our partner site Mondaq.com discusses recent legal developments that have taken place with the advancement of Virtual Reality
July 15, 2015This article discusses a recent appellate decision which confirmed a lower court's decision to reject Google's arguments and claims to the API source code which it 'borrowed' from Oracle.
July 07, 2015This article discusses the American case of MacKinnon v. IMVU, Inc., which challenged a website operator's unilateral amendment of the website terms of use.
July 07, 2015Indemnities originated in the construction industry where contractors had complete control of the job site, and owners required them to be responsible for any site-related problems that arose.
July 06, 2015This article discusses the UFADAA, a model US statute that aims to make online websites require confirmation by the account holder that they agree to limit their digital assets in accordance with the user agreement.