Our blog explores ideas around the law and technology.

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

Clausehound Helpful Hints

September 21, 2016
Links from this article:here here.We hope that you have found Clausehound useful in your review and edits of the contractor agreement assigned. We...
Helpfulhints

Clausehound.com Participates in Startup Open House 2016

September 16, 2016
On 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.
Clausehound
Events

Legal Tips & Tricks: Negotiating an Agreement should Start with a Blank Page

September 09, 2016
When 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.
Terms of Use
Intellectual Property
Confidentiality
NDA
Employment Agreement
Independent Contractor
Term Sheet
Privacy Policy
Releases
Distribution Agreement
Website Terms of Use
Consulting Agreement
Commercial Activities
Playbooks
Contract Overviews
Share Buyback Agreement
Loan Agreement
Articles of Incorporation
IP Transfer
Share Purchase Agreement
Promissory Note
Shareholders Agreement
Option Agreement
Share Subscription Agreement
Library
Advisor Agreement

Four (4) Important Points to Remember about Wrongful Dismissal

September 08, 2016
Whether 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).
Human Resources
Employment

Considerations for the transaction

August 26, 2016
Issue to Counterparty common shares of HoundCo upon the execution of the definitive agreement, plus common shares on each of the next five anniversaries...

MR. BREXIT, and Making Political Sense of the Implications of Brexit for Canadian Businesses.

August 22, 2016
Donald 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.
Corporation
Commercial Activities

IOC Not “Russian” to Enforce Full Olympic Ban

August 11, 2016
Despite 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.
Governing Law
Dispute Resolution
Agreements

Corporate Transactions Part II: CEO's and Founders as Board Members

August 03, 2016
A 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.
Corporation
Board of Directors
Company Formation

Corporate Transactions Part I: Confirming the Current Composition of Board Members

August 03, 2016
As 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.
Corporation
Board of Directors
Company Formation

Blog Bite: Can a Franchise Enforce a Restrictive Covenant Against Its Competitors?

July 27, 2016
In 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.
Restrictive Covenants
Non-competition
Commercial Activities
Franchise

Trends on the Horizon: Five Drivers Transforming the Legal Industry

July 25, 2016
There 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).
Journey

Commercial Leases & The Overholding Clause – How To Hold On To Your Space After Your Lease Term Ends

July 20, 2016
Congratulations - 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.
Commercial Lease
Commercial Activities

Arbitration: How to Prepare for War - Legal War That Is

July 11, 2016
Going 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.
Contract Drafting
Dispute Resolution
Dispute Resolution
Arbitration

Software Development/Master Services Agreements Part II: Fees, Deposits, Refunds, and Good Faith

July 04, 2016
Now 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.
Commercial Activities
Master Services Agreement
Software Development

EVENTS: StartUp HERE Toronto Cafe Launch

June 27, 2016
Clausehound 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.
Events

Software Development/Master Services Agreements Part I: Determining the Scope of Work in an MSA

June 06, 2016
As 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.
Commercial Activities
Master Services Agreement
Software Development

Journey Out of Net Neutrality

June 03, 2016
I took a journey into the internet see-saw and tried to journey back to a neutral place.
Commercial Activities
Editorial
Journey

Are the Robots Taking Over? Legal Research in the Future

May 27, 2016
Who 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.
Technology
Commercial Activities

Commercial Lease – Overview

May 27, 2016
A commercial lease governs the terms between the tenant and landlord of a lease agreement.
Commercial Lease
Commercial Activities
Overview

EVENTS: York Angels Visit

May 24, 2016
Clausehound will be visiting York Angels in a week on June 7, 2016.
Commercial Activities
Events

Avoiding lawsuits in lease deals

May 17, 2016
Lawyers 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.
Business
Commercial Lease
Commercial Activities
Rentable Area
Useable Area

Exclusive use clauses: A classic real estate newbie mistake

May 16, 2016
It 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.
Business
Commercial Lease
Commercial Activities
Exclusive Use

The dangers of the insurance clause

May 13, 2016
The 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.
Business
Commercial Lease
Commercial Activities
Insurance

Think like a lawyer, act like a leasing guru

May 13, 2016
You’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.
Business
Commercial Lease
Commercial Activities
Relocation

Auto-Protecting Against Reverse Engineering Pirates

May 11, 2016
This article discusses the first steps to take in protecting your mobile apps from reserse engineering pirates and other forms of tampering.
NDA
Handling of Confidential Information
Reverse Engineering
Commercial Activities

Balancing Privacy and Law Enforcement: Apple vs. FBI

May 10, 2016
Every 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.
Confidentiality
Technology
Business
Commercial Activities

The Panama Papers - What's Tech Got to Do With It?

April 29, 2016
Most 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.
Confidentiality
Technology
Handling Confidential Information
Commercial Activities

I’ll Be There For You - Warranty Provisions for Defects

April 22, 2016
Most 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.
Business
Commercial Activities
Master Services Agreement

A-C-C-E-P-T: Find out What It Means to the Customer in Your Services Agreement

April 22, 2016
You 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.
Business
Commercial Activities
Master Services Agreement

The ABCs of MSAs

April 01, 2016
The article discusses three factors to consider in a Software Development Master Services Agreement.
Liability
Indemnity
Ownership of Intellectual Property
Commercial Activities
Master Services Agreement

Envy Isn't Illegal: How You Should Use It

March 23, 2016
Greed 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.
Business
Commercial Activities

Designer Labels and Legal Fashion: Don’t Be Fooled by Appearances

March 14, 2016
We 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.
Long Form
Business
Headings
Commercial Activities

From Lease to Purchase

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.
Commercial Lease
Minimum Rent
Commercial Activities

Beware When Entering Into a Lease Agreement

March 01, 2016
Before 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.
Landlord's Work
Commercial Lease
Commercial Activities

Confidential Information & Name For Your Product

March 01, 2016
This articles discusses how to protect confidential information, and maintain intellectual property while naming a product.
Confidentiality
NDA
Confidential Information
Commercial Activities
Confidentiality Agreement

Answer All the Questions About Ownership of IP Before Collaborating with a University

February 14, 2016
The 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.
Intellectual Property
Transfer of Intellectual Property
Background Intellectual Property
Commercial Activities

Drag-along Provisions Allow for Future Flexibility

February 13, 2016
If 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.
ESOP
Drag Along Right
Human Resources

Paying With Shares: The Employer’s Perspective

February 12, 2016
This 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.
ESOP
Employment Agreement
Shareholders Agreement
Human Resources

Good Background IP Protection is Not a Luxury in a Difficult Economy.

February 07, 2016
Mining 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.
Intellectual Property
Grant of Licence
Background Intellectual Property
Commercial Activities

WFOE in China and Their Role in a Commercial Lease

February 02, 2016
Depending 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.
Commercial Lease
Parties
Commercial Activities

Commercial Leases in the Agricultural Sector

February 01, 2016
Commercial leases involving the lease of croplands may have various options for the minimum/additional rent clause.
Commercial Lease
Additional Rent
Commercial Activities

The End of A General Partnership

February 01, 2016
Business partners tend to come and go. It is important to know your rights when it is time to part ways with your business partner.
Long Form
Partnership
Commercial Activities

The Purpose of a Stock Option Plan

January 31, 2016
Stock 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.
ESOP
Purpose
Human Resources

Limited Liability Partnership: What is an LLP?

January 26, 2016
Are you starting a business related to law, accounting or medicine? These high risk fields often operate as a 'Limited Liability Partnership' (LLP).
Long Form
Partnership
Commercial Activities
LLP

When a Confidentiality Agreement Isn’t Enough…

January 26, 2016
This article describes how to protect specific confidential information, within or in addition to a Confidentiality Agreement.
Confidentiality
NDA
Confidential Information
Long Form
Releases
Commercial Activities
Confidentiality Agreement

Is An NDA Always A Good Idea?

January 26, 2016
This article discusses the advantages of an NDA, and key information to review before signing.
Confidentiality
NDA
Confidential Information
Releases
Commercial Activities
Confidentiality Agreement

Blog Bite: Do you understand the nature of the IP that is being transferred?

January 23, 2016
This article discusses considerations including the use granted, territory, term, exclusivity, revocability, sub-licensing, termination, exclusivity and non-exclusivity, among others.
Intellectual Property
Definition of Intellectual Property
Licence Restrictions
Grant of Licence
Commercial Activities
IP Transfer

Drag-along Provisions: How, When, Why

January 17, 2016
Drag-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.
ESOP
Drag Along Right
Human Resources

Background IP Licensing Agreements Promote Innovation

January 16, 2016
Having a policy in place for sharing while protecting background IP can make or break a startup and its partners such as universities.
Intellectual Property
Grant of Licence
Background Intellectual Property
Commercial Activities

Advantages of an NDA

January 15, 2016
This article discusses the advantages of using an NDA.
NDA
Long Form
Commercial Activities

Stock Option Plans Can Help Motivate and Retain Key Employees

January 09, 2016
SH 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.
ESOP
Purpose of Option Plan
Human Resources
Options and Buyback

‘Sole Discretion’ Contract Renewal

January 07, 2016
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?
Termination
Commercial Activities

What Rights Attach to Your Shares?

January 07, 2016
Entrepreneurs 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.
Commercial Activities
Shareholders Agreement

Can a competitor use my trademark on their website for comparative pricing?

January 05, 2016
Many 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?
Intellectual Property
Trademark Registration
Ownership of Intellectual Property
Commercial Activities

Utilities of a Reverse Stock Split

January 03, 2016
A reverse stock split reduces the number of shares that a company has and is intended to increase the per-share trading place.
ESOP
Stock Split
Human Resources

Legal Tips and Tricks: “Shotgun Clause”

January 02, 2016
When trying to separate from a co-founder or partner, shareholders should carefully review the “shotgun” clause in their shareholder’s agreement.
Compulsory Buy Sell Provision
Company Formation
Shareholders Agreement

Commercial Leases vs Residential Leases in India

January 02, 2016
Parties renewing a lease should ensure that the renewal terms are not contravening any laws within the jurisdiction where the agreement is being applied.
Commercial Lease
Term and Renewal
Commercial Activities

Protection of Confidential Information

January 01, 2016
This article discusses protection of confidential information.
NDA
Handling of Confidential Information
Safeguarding Requirements
Long Form
Technology
Commercial Activities

Tips and Tricks: How to Compensate a New Team Member in Equity

December 27, 2015
Startup companies often struggle with the valuation calculation, and how to determine the number of shares to issue to a new team member.
ESOP
Long Form
Start-up
Valuation of Shares
Human Resources
Articles of Incorporation
All Jurisdictions

Your Best ‘Interest’ - Interest Rates

December 23, 2015
Every 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.
Commercial Activities
Consumer Protection

Spam Messages and What You can do to Stop Them

December 22, 2015
Do 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?
Long Form
Technology
Business
Commercial Activities
CASL
Consumer Protection

“Extra Charges May Apply”: When is a Deal Not a Deal?

December 21, 2015
Everyone 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.
Commercial Activities
Consumer Protection

Cashing in on Cashless Exercise of ESOP's

December 14, 2015
One 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.
ESOP
Cashless Exercise
Human Resources

Non Profit Organizations May Be Required to Appoint Independent Directors

December 12, 2015
Depending 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.
Not for Profit Articles of Incorporation
Appointing and Removing Directors
Company Formation

Can ESOP's Help Improve the Financial Position of the Middle Class?

December 12, 2015
According 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..
ESOP
Taxation
Human Resources

CASL Part II: B2B Messages and the Concept of Consent

December 11, 2015
Are 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”).
Long Form
Technology
Business
Commercial Activities
CASL

Protect Your Goodwill - Register Your Trademark!

December 11, 2015
Trademarks 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.
Intellectual Property
Long Form
Trademark Registration
Ownership of Intellectual Property
Commercial Activities

Property Powers of Attorney - Why You Need One

December 03, 2015
The 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?
Long Form
Business
Commercial Activities

How to Identify Harmful Clauses and Avoid Litigation

December 01, 2015
Record 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.
Commercial Lease
Commercial Activities

Why You Need an API License Agreement

November 15, 2015
Some 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.
API
Grant of License
Commercial Activities

Reverse Stock Split Impacts Company ESOP

November 01, 2015
The 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.
ESOP
Adjustments
Human Resources

Is Your Company ESOP Worth the Paper it's Printed On?

October 31, 2015
The 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.
ESOP
Expiry of Options
Human Resources

Legal Tips and Tricks: Prepping Your Contracts for Acquisition

October 28, 2015
A critical part of a company acquisition is ensuring that the transaction is not missing any of the consents required of the contractual counterparties.
Employee
Long Form
Business
Acquisition
Privacy Policy
Assignment
Mergers and Acquisition
Option Agreement

Role of the Board of Directors: To Protect the Investors

October 28, 2015
A 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
Corporation
Board of Directors
Investor
Term Sheet
Company Formation
Shareholders Agreement
Investor Term Sheet

Not For Profit Doesn't Mean that the Books Don't Need to Balance!

October 28, 2015
Not 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.
Corporation Type
Not for Profit Articles of Incorporation
Company Formation

Why You Have to Care About Insurance Clauses

October 16, 2015
The 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.
Commercial Lease
Commercial Activities

Gramma Might Need a Prenup Too

October 15, 2015
This article considers the not uncommon situation where a senior falls in love with another senior and decides to marry.
Marriage Contract
Waivers and Releases
Commercial Activities

Licensing of Open APIs

October 14, 2015
The article discusses the objectives and benefits of an open API license, which are similar to a software license.
API
Grant of License
Commercial Activities

Blog Bite: Should and will segments of unconscionable provisions remain?

October 14, 2015
This 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.
Entire Agreement
Severability
Learn
USA

The Shut-Off of Twitter's Firehose is a Hazard of the API Economy

October 11, 2015
Since 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.
API
Grant of License
Commercial Activities

Marriage Contracts and Child Support

October 10, 2015
Parties to a marriage contract cannot waive their obligations to provide support for their own children.
Marriage Contract
Waivers and Releases
Commercial Activities

Market Pressure May Ease Data Restrictions

October 10, 2015
Controlling 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.
API
Data Restrictions
Commercial Activities

Passionate Users Will Appreciate an Excellent API Licence

October 08, 2015
If 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.
API
License Restrictions
Commercial Activities

Compliance with Privacy Policy Essential for API Use

October 06, 2015
Compliance 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.
API
License Restrictions
Commercial Activities

Was the Marriage Contract Signed under Duress?

October 04, 2015
The 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..
Marriage Contract
Waivers and Releases
Commercial Activities

The Marriage Contract is a Couple’s Self-Made Law

October 04, 2015
In 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.
Purpose
Marriage Contract
Commercial Activities

No Marriage Contract: a $60 Million Mistake for Gwen Stefani?

October 02, 2015
A 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.
Marriage Contract
Prenuptial Agreements
Commercial Activities

Trending: Ins and Outs of a Pre-Nup

September 29, 2015
The 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.
Marriage Contract
Prenuptial Agreements
Commercial Activities

FBI Purchases Hacking Software

September 24, 2015
A product sales agreement should generally have a specific product description in the agreement. However, par...
Description of Product
Product Sales Agreement
Commercial Activities

Transfer of Title in Cuba

September 24, 2015
Providing payment for a product before the transfer of title can make for a more efficient...
Transfer of Title
Product Sales Agreement
Commercial Activities

The Second Marriage: Will a Marriage Contract Give Financial Protection?

September 22, 2015
People 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?'
Marriage Contract
Prenuptial Agreements
Commercial Activities

It never hurts to take a look at the assets after the deal is closed.

September 22, 2015
Purchasers 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.
Asset Purchase Agreement
Inspection
Commercial Activities

Exorbitant Fees Leads to Demise of Distributor

September 22, 2015
This article is about a lawsuit alleging fraud by the supplier, who controlled the distributor, in the form of exorbitant distribution fees.
Costs and Expenses
Distribution Agreement
Commercial Activities

What Can be Included in Marriage Contracts?

September 21, 2015
Parties may enter into marriage contracts to address issues they could face during their marriage and that may arise upon the breakdown of marriage.
Purpose
Marriage Contract
Commercial Activities

Settlement Agreement Must Clearly Describe the Claims Covered by the Agreement

September 19, 2015
A 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.
Confidentiality
Settlement Agreement
Commercial Activities

There is No One-Size-Fits-All Marriage Contract

September 17, 2015
Parties 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.
Purpose
Marriage Contract
Commercial Activities

Why Independent Legal Advice is Crucial to Finalizing Terms of a Marriage Contract

September 12, 2015
Lawyers 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.
Marriage Contract
Financial Disclosure
Commercial Activities

Duress Should not Be Used to Obtain a Signature to Settlement Agreement

September 11, 2015
Hollywood 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.
Settlement Agreement
Releases
Commercial Activities

Changes in Marriage Contracts since Ancient Egyptian Times

September 07, 2015
Some 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!
Independent Legal Advice
Marriage Contract
Commercial Activities

Doubt on Acceptance of Terms of Use

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...
Terms of Use
Browsewrap
Clickwrap
Approval of Terms
Commercial Activities

Family Farms and Marriage Contracts

September 03, 2015
Many 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.
Purpose
Marriage Contract
Commercial Activities

How to Make Marriage Contracts Less Vulnerable to Attack

September 02, 2015
Under 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.
Marriage Contract
Financial Disclosure
Commercial Activities

The Biggest Mistake Landlords, Tenants, and Leasing Agents Make

August 29, 2015
I’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.
Commercial Lease
Commercial Activities

Rights Grabbing Agreements Transfer Copyright to Subject of Photo

August 28, 2015
Photographers 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.
Intellectual Property
Intellectual Property Transfer
Licence Restrictions
Commercial Activities

Termination Clauses in Distribution Agreements

August 27, 2015
When drafting a distribution agreement, the parties should ensure that each party has the right to terminate the agreement under certain circumstances.
Termination
Distribution Agreement
Commercial Activities

Distribution Agreements and App Stores

August 20, 2015
Distributing 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.
Indemnity
Distribution Agreement
Commercial Activities

Businesses Need to be Concerned About Infringing the IP of Other Businesses

August 12, 2015
Every 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.
Intellectual Property
Infringement of Third Party Intellectual Property
Commercial Activities

Employee or Consultant?

August 11, 2015
Consulting agreements are often structured carefully to make it clear that the nature of the relationship is not an employment relationship, but a consulting relationship.
Consulting Agreement
Nature of Relationship
Human Resources

Not Consulting A Lawyer Can Be a Costly Mistake

August 11, 2015
Independent 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.
Termination
Consulting Agreement
Commercial Activities

Applicable Tax Laws must be Considered When Structuring an Asset Purchase Agreement

August 10, 2015
The 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.
Restrictive Covenants
Asset Purchase Agreement
Commercial Activities

A Non-Compete Clause Must be Unambiguous

August 09, 2015
Restrictive 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.
Restrictive Covenants
Asset Purchase Agreement
Commercial Activities

Settling Is Not Admitting

August 03, 2015
A settlement does not have to be an admission of wrongdoing. This is done to help protect the settlor’s reputation.
No Admission of Wrongdoing
Settlement Agreement
Dispute Resolution

Seek Forum for Arbitration with Best Prospect of Achieving and Enforcing Successful Contract

July 25, 2015
While 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.
Dispute Resolution
Governing Law
Dispute Resolution

FRAND Technology May Alter The Bargaining Power of Licensors

July 24, 2015
Under US patent law, a FRAND technology (fair, reasonable, and nondiscriminatory patent licensing) is standard and essential to the ongoing operation of a particular product
Intellectual Property
Definition of Intellectual Property
Commercial Activities

Service Fees Hidden in Website Contract

July 24, 2015
Customers using fly.co.uk were extremely frustrated when they were charged a hidden fee after purchasing their plane tickets.
Website Terms of Use
Fees and Payment
Commercial Activities

Consultants are Advised to Read the Consulting Agreement Very, Very Carefully

July 23, 2015
Consulting 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.
Obligations
Services
Consulting Agreement
Human Resources

Guarantors: The Third Party to a Lease Agreement

July 22, 2015
Where a commercial lease agreement so provides clearly and unambiguously, a guarantor can continue to be a guarantor upon the renewal of the lease.
Commercial Lease
Parties
Commercial Activities

Closing Conditions May Include the Acquisition of Assets

July 18, 2015
Parties 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.
Conditions of Closing
Subscription Agreement
Company Formation

Anti-Dilution Clause May Prevent Company from Issuing Additional Shares

July 17, 2015
When 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.
Term Sheet
Letter of Intent
Representations and Warranties
Subscription Agreement
Company Formation
Share Purchase Agreement
Investor Term Sheet
Memorandum of Understanding

Using the Right Amount of…Force Majeure

July 16, 2015
In 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.
Force Majeure
Long Form
Commercial Activities

Can You Still Use API's After the Google/Oracle Fight?

July 15, 2015
This 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.
Intellectual Property
Infringement of Third Party Intellectual Property
Commercial Activities

Non-Transferable Digital Assets and Death: A New Legal Issue

July 06, 2015
This 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.
Termination
Intellectual Property
Transfer of Intellectual Property
Commercial Activities