Contracts

A Fun Legal Primer

Presented by:Jacqueline Dinsmore

Contract Basics

The “Fine Print”

The information provided in this presentation represents a general overview and understanding of general legal contract issues. It is not intended to be used as legal advice. Any application of the contents of this seminar in the context of a specific business should entail further legal consultation and consideration.

Who Are We?

Founded in recognition of the fact that traditional legal services model was too expensive for startups and growth companies

Virtual model means lower overhead and lower rates

Former In House lawyers (e.g. Canadian Tire, RIM, Nortel, Sun Microsystems, etc.) who also practiced on Bay St (e.g. Gowlings, Stikemans, Oslers)

32 lawyers in Toronto & Ottawa

Contract Issues – A Primer

Ensure that you have proper contracts and policies in place for all of your business relationships – a handshake and/or a letter of acceptance is not sufficient

Use experts to help you such as your accountant, financial advisor, and lawyers

Do not start anything in a relationship until the contract is signed

Do not ignore the schedules and ensure that they are completed before signature

Contract Issues – A Primer

Try to avoid LOIs and MOUs etc.

Take the time to read and understand the contracts

Do not overpromise and as such don’t commit to things you cannot or may not be able to meet

Do Not Let Liability Pool Around You

YOU

3rd Parties

ServiceProviders

Consultants

Customers

Partners

Competitors

Government

Contract Basics

Life does not work like cartoons

Contract Basics

The Rules of EngagementYour contracts set the rules for the game and most

people start to read the details only when trouble is on the horizon. Make sure that, when trouble is coming your way, you have put yourself in the best possible position.

Just because contract value is $1,000 doesn’t mean that this is your exposure!

Your contracts can either serve to protect you, your employees, customers, and investors, or conversely expose you to liability that may cripple, or indeed, destroy your business.

No contract can be better than a bad contract

Contract Basics

Customer Contracts

Are the parties correct?What are they providing and what are you providing?Service levels and audit rightsWhat are the payment terms?Remember privacy/confidentialityTerm and impact of terminationRead and understand the boilerplateRead and understand the reps/warranties, limitation

of liability, indemnity, and IP ownership

Contract Basics

Final Contract Words

All contracts are negotiable!Remember: You are more powerful than you think

even if you negotiate with a Google or Microsoft

Contract Basics

Now – a Test

Get your pensTake out a piece of paperWrite your name in the top left corner (legible)Write the date in the top right cornerFirst Question: What should you watch out for in

Vendor Contracts? …