Contracts
Contracts are essential for protecting your interests. You simply cannot assume that other parties will not cross certain boundaries if those boundaries have never been put down in writing. Therefore, it is crucial to have meticulously drafted agreements in place which clearly outline each party’s rights and obligations. We go a step above and ensure that the contract has terms that specifically favour our clients’ best interests.
Non-Competition Agreement
When two parties share sensitive information, there is potential for one party to exploit that information to gain an unfair competitive advantage. This can be highly detrimental to your business interests. A Non-Competition Agreement formalizes the business relationship and provides legal remedies in the event of a breach.
Coaching / Consulting Agreement
Coaches and consultants spend years, sometimes decades, honing their craft. However, every time they work with a client, they risk giving up ownership over their hard-earned strategies and materials. They also take the risk of being disparaged, uncompensated or sometimes even sued. By the time an issue comes up, it’s often too late. If you’re serious about your coaching or consulting business, then a tailored, precise and fulsome Coaching/Consulting Agreement can protect against all those risks and more.
Intellectual Property Assignment Agreement
Very few small business owners and entrepreneurs understand that a large portion of the value in their businesses exists in the intellectual property (IP) that the business owns. It is critical to have “clean” ownership of any intellectual property. What happens if an employee or independent contractor who developed valuable ideas, processes or data leaves your business? Believe it or not, they generally can take that IP with them. An Intellectual Property Assignment Agreement guards against that.
Confidentiality /
Non-Disclosure Agreement
Confidentiality and Non-Disclosure Agreements function as your business’s shield in the competitive arena. By requiring parties (such as prospects, employees, contractors, etc.) to commit to non-disclosure, you safeguard your trade secrets, proprietary information, and strategic plans. This legal contract not only builds trust between parties but also provides you with a solid foundation to take legal action if confidentiality is breached. It also sends a powerful message that your information is valuable enough to be worth protecting.
Shareholders’ Agreement
All corporations with more than one shareholder should have a Shareholders’ Agreement in place. This is a legally binding document that outlines the rights, responsibilities and relationships among the shareholders. It acts as a proactive tool to prevent conflicts that otherwise hinder growth. When two or more parties agree to run a business together, they don’t often foresee conflict. However, from our experience, successful founders who are serious about the stability of their business always ensure that a Shareholders’ Agreement is in place because they know the importance of hoping for the best while planning for the worst. They view it as an essential investment in the foundation and long-term prosperity of their business. A proper Shareholders’ Agreement addresses key issues such as the decision-making process, dividend policies, dispute resolution mechanisms, each shareholder’s role and the transfer of shares.
Partnership Agreement
Whether you intend it or not, if you are carrying business in common with someone with a view of profit, then you are deemed by law to be a partnership. This means that the laws and regulations relating to partnerships apply to you and your partners. This matters because according to the law, partners are presumed to share equally in profits and are jointly liable for the partnership’s debts. In other words, even if one partner contributed way more in the business, they share the profit equally. Even if one partner took on debt for the partnership without you knowing it, you are also personally liable for that debt too.
Rather than letting the Partnership Act dictate your relationship with your partners, having a tailored Partnership Agreement drafted allows you to control your own terms. This agreement is a legally binding document that not only safeguards the interests of each partner but also provides a structured framework for decision-making, capital contributions, profit-sharing, and dispute resolution. It ensures that everyone is on the same page by clearly defining the roles, responsibilities and expectations of each partner. Investing in a Partnership Agreement is an investment in the stability, transparency, and long-term fruitfulness of your business partnership.
Independent Contractor
Agreement
In the entrepreneurial and small business space, most of the people who you work with are independent contractors. For example, freelancers, designers, photographers and videographers, writers, consultants and bookkeepers. The law treats independent contractors very differently from employees. Unlike the case for employees, businesses are not responsible for deducting Canada Pension Plan (CPP) contributions, Employment Insurance (EI) premiums, and income tax for their independent contractors. They are also not bound by employment standards legislation. Furthermore, another underrated factor is that businesses generally cannot be held vicariously liable for the negligent or unlawful acts committed by their independent contractors. However, simply calling a person an independent contractor, even if the person verbally agrees, does not decide the issue.
Therefore, having an Independent Contractor Agreement in place is just one of the steps that you can take to ensure that your legal obligations and liabilities with respect to a person that you hire are clearly set out. Solid Independent Contractor Agreements also contain provisions regarding termination, indemnification, confidentiality, intellectual property, and dispute resolution in addition to outlining the key terms, expectations, and deliverables.
Employment Agreement
An employment agreement serves as a legal contract outlining the terms and conditions of the employment relationship. It not only defines each party’s roles and responsibilities but also provides clarity on compensation, benefits, and crucial policies. By formalizing these details, it minimizes misunderstandings and reduces ambiguities in case of disputes. For small businesses that hire employees, it is a strategic tool that protects the business’s interests. A well-drafted employment agreement safeguards the interests of the employer by ensuring that the employee maintains confidentiality and loyalty to the business.
Exclusion of Liability Waivers
A single lawsuit could destroy everything you’ve worked so hard to build. That’s why liability waivers exist. Most people are aware of what waivers are. However, only a select few are aware that waivers need to be specific enough to your situation for it to be effective. Relying on an unclear and unspecific waiver is arguably more dangerous to your business than not having one at all. This is because it creates false peace of mind and an unrealistic dependence on a piece of paper which is merely just that. Therefore, it is essential to have your waiver be drafted by a qualified lawyer who understands your specific situation and is capable of foreseeing inherent risks. They will ensure that your waiver is actually enforceable and based on current laws and regulations.
Referral Agreements
A referral agreement is a formal arrangement between two parties where one agrees to refer potential clients, customers, or business opportunities to the other in exchange for a specified benefit. While this arrangement promotes a win-win collaboration and a powerful source of leads for entrepreneurs and small businesses, it can be problematic if the terms are murky and unwritten. For example, how do the parties determine who is a “potential customer” versus a “converted customer”? Who has the final say when one referral source asserts a right to be paid commissions on the same sale as another referral source? Do you still owe the referral source if the customer doesn’t pay or requests a refund? Leaving these questions unanswered and unwritten can lead to disputes that seriously disrupt your business. A strong Referral Agreement shields against that.
Revenue / Profit Sharing Agreement
Profit-Sharing and Revenue-Sharing Agreements are used when a business agrees to share a portion of its profits or revenues with individuals or entities involved in contributing to its success. The last thing you want when you’re focused on running a business is whether or not you agreed to something vague — especially when it comes to profits. That’s your business’s hard-earned money and you want to protect that from vague expectations. Profit-Sharing and Revenue-Sharing Agreements do just that by clearly defining who gets what, how much, and when. Since they are basically only one step away from becoming a full on partner with someone, it is essential to negotiate carefully as changes to seemingly basic terms can lead to drastically different results. For example, does the other party have to share in losses? If your business did $200,000 in sales, but your overhead and expenses were $250,000, then your losses are $50,000. Are you bearing 100% of these losses? Moreover, who has the right to terminate the agreement, and how? Can they even terminate it at all? These are just some of the terms that need to be figured out in addition to percentages, how to calculate such percentages, timing of distributions, etc. These aren’t things that you’d want to leave to chance.
