June 16, 2017Whether 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 the contract, and the terms of the contract. Mostly, it depends on what the contract says!
June 01, 2017Trial Required to Properly Interpret Ambiguous Limitation of Liability Clause. See instant case of Astellas Pharma Canada Inc. v. WellSpring Pharmaceutical Canada Corp. 2008 CanLII 46324 (ON SC).
May 26, 2017Except 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 of most high-level executives, a more efficient method of signing contracts has been introduced: 'the e-Signature'.
May 05, 2017Contracts won’t be enforceable if they’re unconscionable and, in making enforceability determinations, courts give significant weight to public policy.
April 13, 2017Landing a huge contract is exciting - and risky! The stakes are high when a large proportion of your business’ resources are dedicated to an important project - especially if the contract is terminated prematurely by the customer.
April 01, 2017'What if I Can't Deliver on my Contract?' Although they apply in only the most strictly interpreted, limited situations, the doctrine of frustration and force majeure clauses can come to the rescue.
February 24, 2017If 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?
February 06, 2017It 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.
January 12, 2017The 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.
December 05, 2016An 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.
November 08, 2016Once 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.
October 03, 2016Links 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.
September 05, 2016Compensation in cash (or freely available funds, which could also mean payment by cheque, bank draft, wire transfer, email money transfer and so on) is the most common form of compensation. Compensation may also be non-monetary in the form of share options offered by the customer.
August 01, 2016In a previous post, we discussed how payment in a software development agreement as a Master Services Agreement (MSA) may be separated into phases and various clauses that can protect either party. Now we will discuss the forms of payment that are generally used.
July 04, 2016Now that you have decided to work together, whether you are the client or the software developer, how are you going to decide the timing of payments for work performed under a Software Development Agreement/Master Services Agreement (MSA)? In order to properly protect yourself, there are a few considerations you should make regarding payment.
June 06, 2016As any business, if you do not have the skills necessary to create software that your company needs, you can look towards independent contractors. When entering into a Software Development Agreement and creating the Master Services Agreement (MSA), it is necessary to define the scope of the work that you want performed.
May 12, 2016When I think of the cloud, I think of a marshmallow-like floating bubble of air. When someone mentions the ‘cloud’ today, more often than not, they’re talking about a completely different cloud!
April 22, 2016Most loyal Central Perk-loving ‘Friends’ addicts know the small details of each of their favorite Friends characters. It took, however, over 10 years and Google to finally solve the mystery that Chandler Bing is an IT Procurement Manager - the guy in your company who plays a fundamental role in the negotiations of your technology services agreements.
April 22, 2016You are an entrepreneur with a brilliant idea for the next technological ‘sensation’. Understandably you're concerned about protecting your IP, you will likely focus on those parts of the MSA. This is good and important, but the chances are that while protecting your IP, you could be overlooking an equally essential clause.
March 24, 2016In the world of fashion, the label changes everything. In the world of legal (drafting) fashion however, lawyers, being human, will of course look at the headings, and must resist being influenced by them.