Click here to bookmark Clausehound and search for clause/contract language

Who is responsible for payments if a contract is terminated?

Whether you (the client/customer) have an obligation to pay when a contract has been terminated depends on the reason for termination, the timing of the termination, which party terminated...

How can the language of indemnification and limitation of liability be drafted in the interest of resolving issues quickly?

TRIAL REQUIRED TO PROPERLY INTERPRET AMBIGUOUS LIMITATION OF LIABILITY CLAUSE Astellas Pharma Canada Inc. v. WellSpring Pharmaceutical Canada Corp. 2008 CanLII 46324 (ON SC) The interplay betwee...

How to Properly Sign a Contract – e-Signatures

Except for few specific circumstances, it is almost considered ancient to have parties to a contract physically meet up to a sign a contract in a boardroom. With the fast-paced lifestyles ...

What rights can you not sign away in a contract?

The power to contract is extremely broad, but that doesn’t mean the power is limitless. You can’t contract to perform illegal activities and you certainly can’t contract away constit...

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

Landing a huge contract is exciting - and risky! The stakes are high when a large proportion of your business’ resources are dedicated to an important project - especially if the contrac...

What if I Can’t Deliver on my Contract?

When you sign a contract, one of the most worrisome questions is “What if I simply can’t deliver? What happens if I physically cannot perform my contractual obligations through no faul...

As a Programmer, Are You Committing Intellectual Property Theft by Abstracting Ideas Learned at Work Into a SaaS Product?

In this day and age, technology is taking over every aspect of our lives. Ideas developed for one area can be modified with ease and adopted in another area. If you are starting your own business, you...

Software Development Master Services Agreements Part IX: Acceptance of the Delivered Work in an MSA

ACCEPTANCE OF THE DELIVERED WORK For the vendor in a Master Services Agreement (MSA), acceptance of their delivered work is usually a required customer step before payment. With speci...

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

CUSTOMER RESPONSIBILITIES WANTED FROM THE VENDOR We have all run into this problem at some point in our business lives: trying to get a project or task done but you have to wait on another pers...

Software Development Master Services Agreements Part VII: The Term of an MSA

TERM OF A MASTER SERVICES AGREEMENT The term of a consulting agreement that is a Master Services Agreement (MSA) may be for an extended period, because the scope of work may, in fact, be a series ...

Software Development/Master Services Agreements Part VI: Payment Terms

DEPOSIT/RETAINER We had discussed the payment of a deposit or retainer prior to commencement of the services within Part II of this series. Once the engagement commences, invoicing made by the ve...

Software Development/Master Services Agreements Part V: Compensation Levers

SUCCESS FEES AND DISCOUNTS Fees discounts and/or success fees may be applied and this can either be formalized or discretionary. For example a discount may be applied in the event that the transactio...

Software Development/Master Services Agreements Part IV: Compensation in Cash and Alternative Forms of Compensation

COMPENSATION 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 compensa...

Software Development/Master Services Agreements Part III: Fee Estimates/Quoting/Fee Caps/Fixed Fee

In a previous post, we discussed how payment in a software development agreement as a Master Service Agreement (MSA) may be separated into phases and various clauses that can protect either party. Now...

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

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 agr...

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

INDEPENDENT CONTRACTORS 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 softw...

Cloud tools for businesses and law firms – Part 1: Five Reasons Lawyers Need Cloud Computing

When I think of the cloud, I think of a marshmallow-like floating bubble of air. When someone mentions the ‘cloud’ today, more often than not, they’re talking about a completely differ...

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

  Most loyal Central Perk-loving ‘Friends’ addicts know the small details of each of their favorite Friends characters. Phoebe’s a massage therapist/smelly cat singer; Rache...

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

You are an entrepreneur with a brilliant idea for the next technological ‘sensation’. You do some preliminary product development, and find customers. To save money, you look at MSA’s (Master Se...

The ABCs of MSAs

Introduction There are three things you need to consider carefully in every Software Development Master Services Agreement (MSA): (A) Indemnity; (B) Liability; and (C) Ownership of Intelle...

A License to Pirate – Counterfeit Labels in Your Software Agreements

  We see what we expect to see, and the fashion industry has been making $ billions exploiting this principle. Who wants a lawyer in a ripped pair of jeans – unless the jeans have a designer...
Announcements API Arbitration Articles of Incorporation Asset Purchase Agreement Assignment Australia Board of Directors Business Canada (BC) Canada (General) Canada (ON) Case Law CASL Clausehound Collaboration Commercial Lease Confidential Information Confidentiality Confidentiality Agreement Consulting Agreement Contract Drafting Corporation Costs and Expenses CPD Dispute Resolution Distribution Agreement Employee Employment Employment Agreement Entire Agreement ESOP Events Farming Law Generally Used Clauses Governing Law Grant of Licence Indemnity Independent Contractor Independent Legal Advice Intellectual Property Investor Joint Venture Agreement Journey Learn Liability Limitation of Liability Long Form Marriage Contract Master Services Agreement Nature of Relationship NDA Non-competition Not for Profit Articles of Incorporation Ownership of Intellectual Property Partnership Privacy Policy Purpose Representations and Warranties Restrictive Covenants Safeguarding Requirements Settlement Agreement Shareholder Agreement Shareholders Agreement Software Development Subscription Agreement Technology Termination Terms of Use Trademark Registration Transfer of Intellectual Property UK USA Waivers and Releases Website Terms of Use
Show All Tags