Rajah Lehal
Rajah Lehal is Founder and CEO of Clausehound.com. Rajah is a legal technologist and technology lawyer who is, together with the Clausehound team, capturing and sharing lawyer expertise, building deal negotiation libraries, teaching negotiation in classrooms, and automating negotiation with software.
Rajah has authored 395 articles.
Here are 3 (three) ways in which you can easily and effectively integrate legal technologies into your work.In this short article, we try to tackle a question that we've gotten asked recently, Why EDI instead of DEI?Issuing shares to advisors and other senior executives can be a difficult decision to make. While it may seem like a complicated matter, it can be broken down rather easily when you incorporate the game of chess into this concept.This article examines the care that a director must take when making decisions, and what the review process and potential implications might be, should that care not be taken.Constructive dismissal is a legal concept which refers to a situation where an employer unilaterally changes the terms of an employment contract. This aricle looks into what constitutes as constructive dismissal as well as ways to identify constructive dismissal in the workplace. Finally, this article seeks to identfiy ways to avoid the occurance of constructive dismissal.If you are considering placing non-compete or non-solicit clauses in your shareholder’s agreements to protect your business’ goodwill, Martin v. ConCreate demonstrates that these clauses must be carefully drafted to ensure they are reasonable and thus enforceable.For the sole director of a corporation, when making decisions, one potential concern is the requirement (that flows from their fiduciary duty pursuant to s.134 of the Ontario Business Corporations Act (R.S.O. 1990, c. B. 16) “OBCA”) to avoid a conflict of interest with the corporation.Whether it’s an image recognition app, a fraud detection app or many of the possible use cases for AI or ML, when picturing the “robots” that will be replacing jobs and changing industries, it’s the leanest and fittest that will survive.When authoring a book or publishing an article, you, as the author, may wish to include images of a brand name product on the cover, or may wish to reference a brand within the text. You might wond...Legal drafting is hard! Our organizational members can access our knowledge helpdesk. This Is No Substitute for Expert Legal Advice: Our knowledge-helpdesk is intended to assist you to find knowled...Following the ethos of all our Clausehound products, our Paperchaser product is a 'blueprint' to a company's legal foundation. Regardless of whether you are starting a bakery, restaurant, software bu...The Simple Agreement for Future Equity (SAFE) has been gaining popularity as a result of its use by seed accelerators such as Y Combinator in the US, and NACO in Canada. It has allowed startups to gr...One of the most common strategies employed by start-up companies to leverage their limited cash resources and still have the financial resources to compete in the marketplace is to offer key employ...By now we think we're pretty smart - we've made it easier for folks to navigate and read one of the most complicated things in the world to read - legal documents. But then along has come 'smart contracts', to remind our team at my beloved Clausehound.com that there's always someone smarter out there.Startup founders are often 'sipping their own Kool Aid'. In the early days of a startup company, the founders often envision and believe with almost cult-like intensity in a product or market need that sometimes no one else can see.This dog is travelling to New York City!! We’ve just been accepted into the Canadian Tech Accelerator New York NYC, and will be opening an office in Manhattan in the next few weeks. We’re hopeful that this Year of the Earth Dog brings us plenty of learning and growth over here at the ‘Hound.This week my beloved Clausehound.com was accepted into the CTA New York accelerator. Our small team has been scattered around the countryside this month with team members in Ottawa, Toronto, Boston, London (Ontario) and now New York at the same time. Managing a distributed team is a puzzle that I’m eager to solve.Blueprint is a great platform which allows you to create, manage and track all legal documents. Read this article to find out more about Blueprint!The Clausehound Playbook is a framework that walks the user through the entire legal drafting process.Over 150 Legal Contracts Tens of Thousands of Clauses, Articles and Legal Commentary Download and Edit Documents for Quick and Easy Access
A library of legal contracts, clauses and articles...I had the pleasure this weekend of judging the 2017 IBK Business Plan competition which brings MBA students from around the world in a head to head elimination competition, showcasing the next big thing.So you have an idea. It starts in your head and your excitement leads you to bring it to the world. You describe it to some folks. Some of those folks understand it, some don’t.I just watched this video on spirals and it struck me that pattern matching is very important to us collectively. Pattern matching is helpful.I’ve been researching the concept of 'openness' in organizations. I came across this concept when I watched this fireside chat with Mike Cannon-Brookes of Atlassian at Startup Battlefield Australia, released one week ago. I've been a fan of Atlassian products for years (our company uses both Bitbucket and Trello daily as important tools for our business operations).Our team is growing at my beloved Clausehound.com, and that is great. It is no longer a big panic to get from version to version or from demo to demo. New staff and old staff are starting to create their own groups of friends and this has prompted me to think about the kind of culture that we want to be known for.For this week's Founder's Only I dug into Faheem's podcast archives. Faheem Moosa is a member of Founder's Only, and he and I were MBA friends over a decade ago. Faheem assembled a great collection of stories from new company founders who have decided to leave 9 to 5 jobs to start a business.This article discusses some common binding terms that may be useful to incude in your LOIThis article discusses the important features of a Pre-emptive Rights Clause.Julie Zuzek 'the Corporate Yogi' and I have been friends for nearly a decade, and I have often tried to apply her approach to the 'entrepreneur mindset' over the course of my own founder journey. I had a chance to recently listen to her podcast series on co-founders.This is one of clausehound.com's legal templates. Feel free to scroll through the contract and determine whether the template is useful for your needs. You can login and browse our learning materials for free.As dividend structuring and timing have been making headlines recently, this article discusses the 'what, when and how' of dividends.As lawyers we are often guiding our clients on defining the “business of the company”, so I thought I’d write a post on this topic. “Business of the company” is formally declared in several circumstances and for several reasons.This article discusses the right of first refusal clause (ROFR), often seen in the shareholders' agreements or directly in a company's articles of incorporation.This article discusses why a liquidation preference is often inserted into deal terms by the investors in a major round of financing.We had previously written an article on the selection of a business name, and as well a second article on defending your business name. I thought I would write an article about changing a company’s business name.When most of us think about directors of corporations, what comes to mind is the hefty pay (at least in bigger corporations), the prestige, and the power. But with power comes responsibility; the subject of our discussion.This article outlines the difference between the often confused concepts of authorized shares, issued shares and allocated shares.This article provides an overview of the steps involved in issuing shares, once the negotiations with investors have been completed. The process includes the four (4) steps.As dividend structuring and timing have been making headlines recently, this article discusses the 'what, when and how' of dividends.As soon as I met Jennifer and Upside Foundation of Canada, I liked what they were all about. Their foundation promotes the allocation of 1% of your company’s equity to a charitable purpose. Reserving a portion of your wealth is not new or unique.This article discusses key features of NDA's, with reference to celebrity use.The case of Hibberd v. Hurricane Hydrocarbons Ltd involved various issues regarding many stock options that were not exercised that were part of a consultant contract.Our partner organization Multiplicity is excited to announce their next accelerator program!There are compelling reasons to invest in a startup company’s shares. But with the benefits of investing, comes risks – and there are many.A company may choose to compensate either a director or an advisor in cash, with options, a combination of cash and options, cash only, or the company may even choose not to compensate such directors."I like starting things, I don’t like ending them. So maybe I’m not the right person to be writing a post on walking away. But I've seen many businesses begin and fail.This article discusses the difference between a Contract and a Memorandum of Understanding.We had a chance to talk to Sam Natur, President and CEO of Bullfrog Insurance about his Founder journey. Here were some of the highlights from his conversation with Rajah Lehal, Founder of Clausehound.com.A lot of us can think of that movie scene where two business persons, at the time deprived of a notepad or laptop, transcribed their deal on a square napkin and called it a contract. (Some of us might have even done so ourselves!) Happily, many of those situations involved parties in agreement over their intention to make a deal.There was a call today asking for Sundar to resign from the CEO role of Google around, as the New York Times has phrased it, 'diversity drama'. Diversity is a touchy subject these days, and we were proud to see a fellow Founder’s comments on their approach to diversity in last week’s Journey post.The business of corporate law relies upon the entrepreneurial spirit of its clients. So, if you have decided to pursue your dream of becoming an entrepreneur, for a lawyer (and for our beloved Clausehound.com), that’s great!This article discusses some important things to note about shares when forming a company.Clausehound is an active contributor to the Multiplicity Media Small Business Community, and Rajah Lehal, Founder of Clausehound is Co-Founder of Multiplicity.I was recently asked to speak at Big Data Toronto on the topic of machine learning and AI, and I decided to speak to a question on my mind that I have been struggling with: what are the implications of the replacement of junior staff in an organization by software-based solutions?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.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.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.A Memorandum of Understanding (MOU) is often the first stage in the process of negotiating a formal agreement, and it sets out the main features that the parties understand will be included in their agreement.A Business Name Assignment Agreement is a legal document where one party assigns, or transfers, their business name or trademark to another party.This Cease & Desist Letter seeks to prevent a party from using another party’s registered trademark without permission.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.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.Overview of Content Sharing Terms of UseThis document provides a sample of a shareholders' resolution authorizing share split.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.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.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.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.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.The Consent to Assignment of Lease and Amendment of Lease is an agreement between a landlord, a tenant, and the person to whom the tenant wishes to assign the lease.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.A Material Transfer Agreement governs the use and transfer of materials to be used for scientific research.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.A Technology Usage Policy is a general guideline outlining an employee’s obligations with using technology in the workplace.A Share Split Agreement enables a corporation to enact a share/stock split that results in the overall number of issued shares being increased.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.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.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.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.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.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.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...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.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.This document outlines a company's policy with respect to romantic relations in the workplace.This document establishes a company's policy about the use of drugs and alcohol in the workplace.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.This document establishes the commission terms and structure between a company and its employee or contractor.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.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.This document is an agreement of understanding between two parties who are agreeing to use mediation to settle a dispute.It is an agreement entered into by a married couple, or two people intending to marry on a specified date.A share subscription agreement is the purchase agreement between a company and an investor when the company issues shares to the investor.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.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.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.This document is a script that can be used as a guideline to conduct shareholders meetings.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.The Equipment Lease is an agreement to lease (or rent) equipment.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.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.Minutes of a Shareholder Meeting is a document that records who was present at the shareholders’ meeting, and what happened during the meeting.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”).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.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.An End User Licensing Agreement is an agreement where a company provides a license to a customer to use their product or service.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.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.A Share Buyback Agreement gives the corporation a right to repurchase shares from a shareholder.A Loan Agreement is a contract made between a borrower and lender. It establishes the terms of the loan.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.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.‘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.Overview of Articles of Incorporation: The basic ‘constitution’ of a (business) corporation.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.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.A Privacy Policy governs the collection and use of personal information by a corporation.This articles provides an overview of a Terms of Use agreement.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.See Pointers on How to Draft a Shareholders Agreement.See Pointers on How to Draft & Manage Your Minute Book.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.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.The CBCA requires that the directors of a corporation call the first annual general meeting (an “AGM”) no later than eighteen (18) months after incorporation.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.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.The Corporate Minute Book is a collection of documents that forms the official record of the activities of the corporation, beginning at incorporation.This documents provides an overview of a shareholders' agreement.Links from this article: City of Toronto Launching Civic Innovation Office to Procure Tech Solutions for City Problems
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Clausehound.com was created out of a desire to change how legal services are provided...Links from this article: NAFTA Tweaks And Your Business
'Clausehound’s partner organisation, Bullfrog Insurance, has written an overview the...Sniffing out awesome startup events, we’re venturing out of the doghouse to check out the 4th annual Access to Justice Symposium hosted by Western University on March 24, 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).While attending a startup technology event this week, we came across a very cool tech tool that Clausehound will be i...Sniffing out awesome startup events, we’re venturing out of the doghouse to check out Enterprise Toronto’s 2017 Small Business Money Forum in Toronto on March 7th!If you are starting your own business, you need to protect your intellectual property to avoid someone else using your hard work in a different market. But what if you come up with an idea while working on a different project?Sniffing out awesome startup events, we’re venturing out of the doghouse to check out StartupTech Unleashed’s roadshows in Toronto on February 27th and in Waterloo on February 28th!Clausehound.com’s community partner, Impact Hub, is launching a social accelerator in conjunction with Booking.com.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.It is helpful to design formal testing criteria for both the vendor and customer during negotiations of the MSA. This allows the vendor to know what to test for before sending it in for acceptance. This also saves time on behalf of the customer.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.Clausehound.com will be looking to hire new talent at Canada’s largest startup career expo on January 27!Clausehound.com is excited to be working with HackerNest - Canada’s largest technology meet up organization!Links from this article:Clausehound.comevent pagepromo video
Sniffing out awesome startup events, we’re venturing out of the doghouse to check out...This article discusses the highly debated topic of unpaid interns and the strict regulations imposed by the Ontario government for unpaid interns.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.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! 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.Are you starting or growing your business? Clausehound.com is passionate about connecting budding entrepreneurs with valuable resources that will help realize their business dreams.An MSA allows for the two parties to quickly renegotiate future transactions or agreements since they can rely on the terms of the existing master agreement.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!Links from this article:Canadian Innovation Exchange 2016ZoomCIXI’ve been writing a series of regular articles on things I find super-efficient and wonderfu...This post if to inform our readers of the Gllobal Ivey's Day Tehcnology Event!This post is to inform our readers that Clausehound.com will be featured at the Canadian Innovation Exchange (CIX) on November 22, 2016 hosted by MaRS Discovery District.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?This article discusses the Esso Petroleum Co Ltd. v Mardon, in a case which exemplifies that if an expert negligently gives unsound advice or misleading information to induce another party to enter into a contract, that expert is liable for any damages that resulted from their advice.On November 14, 2016, Rajah Lehal, Founder and CEO of Clausehound, will be hosting a legal Webinar on the topic of hiring contract employees in the context of operating a social enterprise.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. Discussion: In 1200757 Ontario Ltd. v. Ontario (Minister of Finance) (2011, Ont SC), prepayments under a guaranteed power purchase agreement by Onta...This post is to inform our readers that Clausehound.com will be featured at the Legal Innovation Zone's Industry Night on November 9, 2016.This article dicusses the details and important notes from the Elsegood v. Cambridge Spring Service Ltd. case.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.Discussion: Sikh Cultural Society of Metropolitan Windsor et al v Kooner et al (2011, Ont SC) is relevant for highlighting the significance of an organization's bylaws as well as the process for organizing board meetings.This case highlights what it means to act reasonably when defending against a strict liability offence.This case emphasizes the importance of knowing who your counterparty is, in the event that you decide to litigate.Duty to Bargain in Good Faith: It is well established that there is NO duty to bargain in good faith unless some conditions are met.This was an appeal of two orders of the Divisional Court declaring that the provisions in the Drug Interchangeability and Dispensing Fee Act (the DIDFA) and the Ontario Drug Benefits Act (the ODBA) that attempted to ban pharmacies from selling private label generic drugs, were ultra vires and of no force and effect.This was an appeal of two orders of the Divisional Court declaring that the provisions in the Drug Interchangeability and Dispensing Fee Act (the DIDFAâ) and the Ontario Drug Benefits Act (the ODBA) that attempted to ban pharmacies from selling private label generic drugs, were ultra vires and of no force and effect.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).Generally, the courts have stated that they will not lend their aid to a person whose claim is based upon an immoral or illegal act.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...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...Contracts contrary to personal interests may be found to be contrary to public policy, and voided by the court.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.The registered holder and beneficial owner of a security can make an application to the court to give it a standing oppression claim.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.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.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.When entering into an agreement, ensure that your understanding of the agreement is in line with the understanding that a reasonable person would have.A contract only exists with consensus ad idem, a common understanding between parties during the formation of the contract.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.If a bank has an automatic exercise of options program, they may be able to evade the insider reporting requirements (section 91 of the Securities Act) in respect to the sale of common shares of the bank to employees.In the company's articles, explicitly provide which class of shares is to be issued under the Employee Stock Option Plan (ESOP). Also, ensure that redemption rules for all classes of shares are clearly stipulated.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.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.This article discusses the details and important notes from the Wood v. Enbridge Gas Distribution Inc. case.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...This article discusses the importance of properly documenting and storing consent in case any claim or objection arises.Part 4 of 4 of Canadian Articles of Incorporation: The importance of strategically selecting the number and attributes of your business’ director(s).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 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...Part 3 of 4 of Canadian Articles of Incorporation: There are multiple considerations that an entrepreneur must take when selecting their business’ official name.CEMs, in the context of CASL, include any message sent by means of telecommunication, including text, sound, voice, and/or image message...Part 2 of 4 of Canadian Articles of Incorporation: The next factor to consider is what the entrepreneur wants to achieve through their articles of incorporation.Sending a CEM to an email obtained through a social networking web page is permissible under CASL. An email displayed on a social networking site would be considered a conspicuous publication, and CEM...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.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...Although a corporation is a separate legal entity, a corporation can be held liable for the actions of its directors/officers in some circumstances.
IMPLIED AUTHORIZATION TO BIND THE COMPANY. A co...On October 18, 2013 key elements of the Canada - European Union Comprehensive Economic and Trade Agreement (CETA) were agreed on by Canada and European Union representatives. The finalization of CETA...This article discusses Terms of Use and enforcing production of documents.Privacy policies of popular websites have most captivated the media and the public’s attention.
Google’s privacy policy has caused the most cont...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.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.Disgorment damages are intended to strip the defendant of any benefits they obtained as a result of their wrong doing. As such, even if the plaintiff...Discussion: In the sale of a business, the agreement of the vendor not to compete may be part of the consideration by agreeing to acquire the business.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...A party can waive the strict language of a contract where, by its actions or representations, it leads the other to believe that those contractual rights will not be enforced.When drafting a limitation of liability clause, ensure that all persons who may be covered by the liability exemption clause are included and specify the degree of coverage.Ensure that all people who may want to sue or enforce rights under a contract are listed as parties to the contract.In Re Temple (2012, Ont SC), the applicant lent money to Temple (an individual) in 2005. The debt was due in 2006, and the last payment was made in November 2007. The applicant brought an application...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).The signer has the responsibility of knowing the terms of the contract(s) and carefully signing. The court will not support any carelessness.Links from this article:X MovementDeena Douara Karim X Movement aims to energize schools through Aussie sports, proactive engagement, and a s...On October 28, 2016, between 12:00-5:30 PM, Clausehound.com will be featured at the Toronto Tech Summit located at the St. Lawrence Centre for the Arts. We’re celebrating new achievements and want to offer you some appealing incentives.Links from this article:membershiphereClausehound.com is very excited to have joined forces with Project Spaces, a fantastic and reputable co-workin...Rajah Lehal, Founder and CEO of Clausehound is speaking today at the Ted Rogers School of Management on Clausehound. He will also be discussing his journey as an entrepreneur.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.October 4, 2016 Toronto, ON
Clausehound.com and Propel have joined forces to promote business innovation and growth! Many budding entrepreneurs...This post is to remind subscribers that on October 25, 2016, between 9:00 AM - 4:00 PM, Clausehound.com will be featured at Enterprise Toronto’s Small Business Forum located at the Toronto Metro Convention Centre.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.Clausehound bloggers have mentioned in previous articles that the life of an articling student can be quite daunting, with a steep learning curve.On 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.On 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!).ALERT: 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.To celebrate our first year of our Small Business Law Library, Clausehound is excited to be offering more than...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.com and Bullfrog Insurance are joining forces! We’re celebrating this n...If you have opted for our concierge service (which is not part of our standard Small Business La...Compensation 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.Issue to Counterparty common shares of HoundCo upon the execution of the definitive agreement, plus common shares on each of the next five anniversaries...Clausehound.com and Ryerso...We are excited to announce the winner of our fishbowl competition for one free year of Clausehound.com (Small Business Law Library).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.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.In 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.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).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.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.This article discusses the case nClosures Inc. v. Block and Co. and the risks of not signing a confidentiality agreement before entering into negotiations.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.I took a journey into the internet see-saw and tried to journey back to a neutral place.A commercial lease governs the terms between the tenant and landlord of a lease agreement.Clausehound will be attending the L-SPARK 2016 in Toronto.Clausehound is attending the Toronto Entrepreneurs Conference & Tradeshow on June 8, 2016.Clausehound is attending the Business Transitions Forum in a week on June 7 and 8, 2016.Clausehound will be visiting York Angels in a week on June 7, 2016.This article discusses the first steps to take in protecting your mobile apps from reserse engineering pirates and other forms of tampering.This article examines the possibility of employee dismissal, as a result of the refusal to sign a modified employee contract.This article discusses the importance of following NDA procedures to prevent the loss of confidentiality.Parties to an agreement should look out for additional expenses being added upon renewal of an agreement.Tenants to a commercial lease should consider drafting a 'rent catch-up' clause, in the event that additional rent owed increases by a drastic amount. 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.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.This articles discusses how to protect confidential information, and maintain intellectual property while naming a product.The article calls on Congress to protect innovative companies from attacks by patent privateers, who divert energy from innovation.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.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.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.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.This article outlines the importance of following conventions set forth in an NDA to prevent the loss of confidentiality.Commercial leases involving the lease of croplands may have various options for the minimum/additional rent clause.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.The Board of Calico Resources set new corporate objectives and revised its executive compensation policy to align with those objectives.This article discusses considerations including the use granted, territory, term, exclusivity, revocability, sub-licensing, termination, exclusivity and non-exclusivity, among others.This article discusses NDA alternatives for startups when dealing with investors.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.Triton Emission Solutions appointed a new director and Chairman of the Board. His compensation included a stock option plan.Having a policy in place for sharing while protecting background IP can make or break a startup and its partners such as universities.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.A reverse stock split reduces the number of shares that a company has and is intended to increase the per-share trading place.Parties to a commercial lease who wish to negotiate a renewal must make sure they are negotiating with the right person.When trying to separate from a co-founder or partner, shareholders should carefully review the “shotgun” clause in their shareholder’s agreement.Parties renewing a lease should ensure that the renewal terms are not contravening any laws within the jurisdiction where the agreement is being applied.This article discusses protection of confidential information.Startup companies often struggle with the valuation calculation, and how to determine the number of shares to issue to a new team member.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.Many jurisdictions require not for profit corporations to register before fundraising in the jurisdiction.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.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..Status as a not for profit corporation does not automatically qualify a corporation for exemption from property taxes.This article discusses various employee stock plan characteristics.Even on company acquisitions, an ESOP can be used creatively to both share company profits with employees and provide assets for a retirement plan.This article argues that maximizing shareholder returns is not the best way to run a sustainable for-profit corporation.Many people are in favour of green energy projects, and in Ontario this would include wind turbine pro...The cultural image of the family farm with a red barn, some chickens and a family sized country kitchen...Land owners faced with expropriation are quickly plunged into a complex, time sensitive, stressful and often unpleasant pr...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.When 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.The old adage 'the customer is always right!' applies to farming as it does to every industry. Grain c...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.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.A critical part of a company acquisition is ensuring that the transaction is not missing any of the consents required of the contractual counterparties.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 directorsNot 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.FTI 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'.With the market recovering and stabilizing in 2014, ESOP's became a tool for the retention and motivation of employees especially in the financial sector.What 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...This article considers the not uncommon situation where a senior falls in love with another senior and decides to marry.The article discusses the objectives and benefits of an open API license, which are similar to a software license.Apple's streaming music service has attracted a great deal of attention, from both music lovers and consumer interest groups alike.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.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.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.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..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.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.An 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.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.This article outlines that the general rule is that a 'subcontractor cannot bring a claim...A 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.A product sales agreement should generally have a specific product description in the agreement. However, par...Parties to a subscription agreement need to be aware of the regulatory approvals required fo r the shares to be issued or transferred.This article discusses Copyright and Patent Agreements, with reference to the case between Stanford v. Roche.This article explains why employment agreements cannot be changed unilaterally.This article discusses the importance of negotiating strict termination clauses in an Executive Employment Agreement when an Owner becomes an Employee.This article discusses the popularity of 'zero-hour' contracts in the United Kingdom.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.This article is about a lawsuit alleging fraud by the supplier, who controlled the distributor, in the form of exorbitant distribution fees.Parties may enter into marriage contracts to address issues they could face during their marriage and that may arise upon the breakdown of marriage.It 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.The New American Arbitration Association rules require that parties must try to resolve issues first through a teleconference with an arbitrator.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.If 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.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.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.Marriage contracts and prenuptial agreements may have full release and waiver clauses embedded but they may not be enforceable. Links from this article:Read the article here.Websites and internet service providers should consider inserting as many positive steps as poss...This article discusses the the importance of identifying all actions that result in Immediate Termination of the Terms.This 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.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.This article discusses the importance of drafting an NDA for a new employee in order to protect the employer.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.Netflix 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.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. The 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.This 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.Both 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.Website 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.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.Some 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.A 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.A 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.This article discusses an employee's general duty of confidentiality to an employer.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.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.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.A 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.A settlement does not have to be an admission of wrongdoing. This is done to help protect the settlor’s reputation.The purpose of a settlement agreement is to “bury the hatchet” between the parties once and for all.Links from this article:Read the article here.While it seems obvious that billing and payment of expenses should be clearly dealt with in c...Links 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...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.Under US patent law, a FRAND technology (fair, reasonable, and nondiscriminatory patent licensing) is standard and essential to the ongoing operation of a particular productCustomers using fly.co.uk were extremely frustrated when they were charged a hidden fee after purchasing their plane tickets.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.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.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.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. Purchasers under an APA may waive any of the closing conditions, but should consider carefully before doing so.Links from this article: Read the article here.
When one company acq...This article discusses the American case of MacKinnon v. IMVU, Inc., which challenged a website operator's unilateral amendment of the website terms of use.Indemnities 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.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.When employees resign and enter into consulting agreements, it is important to ensure that all restrictive covenants continue in effect, and that the consulting agreement contain an IP transfer agreement similar to the one contained in the employment agreementParties who choose arbitration to settle disputes under an APA should note that courts have become increasingly reluctant to interfere with arbitration awards if a fair process has been used to arrive at an arbitration decision.Business owners will often assume all commercial leases to be standardized agreements, therefore signing without reading.This article recommends a number of provisions for website owners and internet service providers to consider when drafting their terms and conditions.Although parties are generally free to negotiate their sale price, in the case of a sale by a bankrupt, the price must reflect the market value of the assets in order to be able to withstand an objection by a Trustee in Bankruptcy.The LCIA has made changes to its rules which require parties to an LCIA arbitration to require their counsel to comply with rules of conduct.If the subscriber under a subscription agreement is a corporate body, they may satisfy the purchase price with a mix of cash and equity/debt securities.When drafting an indemnity clause in an asset purchase agreement, parties may wish to limit the time period in which the indemnity clause is to be effective.Sometimes, one mistake leads to another. A Toronto law firm was recently hit with a $40,000 damages award for failing to advise their former client that she consider receiving advice on how to invest the $1.1 million they held in trust for her.When will a website user be bound by an arbitration clause that is buried in the Terms of Use Agreement? When addressing such questions, courts look to the basic principles of contract formation - the meeting of the minds - to determine whether consent was given to the formation of a contract.The developer of the app 'Prized' was caught using its users' smartphones and other electronic devices to mine for cryptocurrency, which was damaging for the hardware, with the potential to leave it barely functional.A court may stay proceedings brought against a contractor to repay wages paid by the counterparty to subcontractors in accordance with employment legislation, even when the amount payable is not in dispute, if the payments were inextricably interwoven with the dispute.This article discusses the copyright issues associated with the use of the popular social networking site Pinterest. Pinterest encourages users not to pin their own items and cautions against self-promotion, but their terms of service contain representations and warranties about the ownership of all IP posted on Pinterest and non-infringement of third party IP.A good settlement agreement should clearly define 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.This article is about the Official Rules and Regulations of the Flip-Flop Friday contest sponsored by CTV Regina.The delay of the Government of India in setting prices for natural gas has prompted the contractor group of the D6 block to serve a notice of arbitration over the issue.Joint ventures (JV) have lower capital costs than 100% acquisitions, which makes them increasingly popular during times of economic uncertainty, however JV partners are likely to be actual or potential competitors.When declaring dividends it is important to be aware that your company may be susceptible to a reassessment by the Canada Revenue Agency (“CRA”). This is something you want to avoid, therefore knowing when reassessment can be triggered can be important to your business.I performed some searches yesterday to identify recent publicly-listed technology companies via TMX Money and I found that technology companies and biotechnology companies are starting to take a major share of new listings on the venture exchange. For a growing company in this space, this is good news.Selecting a board of directors or a board of advisors is an important decision and should be given careful consideration. Both roles are treated differently for liability purposes.To do business outside of the jurisdiction that a corporation is registered in, your corporation may need to apply for a licence for your corporation to be formed in that jurisdiction.This month Home Depot announced that it was hacked and that 56 million credit card accounts were compromised, and that around 53 million customer email addresses were stolen as well. This articles discusses how hackers could have breached security and a suggested security protocol that a company and its data security team should consider.This article discusses tips to make sure that your interests are protected when entering an investor term sheetAn early stage company, once incorporated, is required to have a board of directors. To protect the shareholders of the corporation, rules and formalities of organizing a board of directors are set out.I am often queried about what terms should be considered by companies that are considering entering into a merger, partnership or joint venture (which I will describe in this article as Joint Venture.When raising money in Ontario or anywhere in Canada for your startup company, you fall under the scrutiny of the rules of the Securities Act and related National Instruments that set the rules on the nature and type of disclosure that you need to provide to your potential investors.Once your company has started to gain some 'traction' (subscribers, customers) you will turn a corner where it has its own brand and identity. At that point in time you will likely want to protect that identity with a trade-mark.The article provides advice on Website Terms of Use and Consumer Protection Law.In this article, we describe four (4) simple steps to follow to make sure that your interests are protected when drafting a term sheet.This article provides guidance on how to moderate Minimum Age Requirements for Web/Mobile App Subcribers.Although the language appears the same every time you read these clauses, subtle differences can and will make a difference in interpreting your commercial agreement or acquisition transaction documents.