The firm drafts the full range of operating contracts a corporation runs on master services agreements and statements of work, sales and purchase orders, vendor and supply agreements, reseller and distribution agreements, licensing and franchise agreements, consulting and independent-contractor engagements, joint-venture and profit-sharing arrangements, finder's-fee and referral agreements, manufacturing and OEM agreements, intercompany management agreements, and non-disclosure and confidentiality agreements. The work is calibrated to the commercial context rather than pulled from a template library.
A master services agreement is the framework agreement under which a service provider and its customer transact, with the legal terms, warranties, indemnities, IP, confidentiality, limitation of liability, termination, and dispute resolution set out once in the MSA, and the project-specific commercial terms set out separately in a statement of work that incorporates the MSA by reference. A corporation that engages multiple customers on similar terms or that engages multiple vendors of a similar kind almost always benefits from an MSA architecture; the alternative is renegotiating the same legal terms with each counterparty on each transaction.
Yes. NDAs are drafted as either mutual or one-way agreements depending on the direction of the disclosure, and the operative terms' definitions of confidential information, permitted use, term, return-or-destroy obligations, exceptions for compelled disclosure, and remedies are calibrated to the commercial context. We draft NDAs for investor diligence, employee onboarding, vendor and channel-partner discussions, and pre-acquisition diligence on a target.
Templates work where the deal is identical to the deal the template was drafted for. Most commercial relationships are not, and the points where the deal differs in scope, IP ownership, payment mechanics, indemnity caps, and change-of-control treatment are the points that drive the economic outcome of the contract. A template that does not match the commercial reality of the deal is a template that produces a result the parties did not intend, and that result generally surfaces only when something has already gone wrong.
Yes. A material portion of the firm's commercial-contract practice is the review of counterparty forms, vendor forms presented to a customer, customer forms presented to a vendor, and distribution and licensing forms presented by a larger counterparty. We return a marked-up redline with a short cover memo identifying the points of substance, and we negotiate the redline against the counterparty's counsel where the relationship justifies it.
For a contract to be legally binding in Ontario, it generally requires four elements: an offer, acceptance, consideration (something of value exchanged), and an intention to create legal relations. The parties must also have legal capacity, and the subject matter must be lawful. Most commercial contracts are best in writing, even when the law would accept an oral agreement.
Yes, in most cases. Verbal contracts are generally enforceable provided the basic elements of a contract are met. The challenge is evidence: proving what was actually agreed without a written record is difficult and frequently leads to disputes. Some contracts, including those involving real property and certain guarantees, must by statute be in writing.
A letter of intent outlines the headline terms of a proposed deal before the definitive contract is signed. Most provisions are non-binding placeholders, but specific clauses such as exclusivity, confidentiality, and expense reimbursement typically are binding. A definitive contract, by contrast, is intended to bind the parties on all material terms once signed.
A limitation of liability clause caps the maximum amount one party can be required to pay the other if something goes wrong. It typically excludes certain types of damages (such as indirect or consequential loss) and sets a dollar ceiling on direct damages. Without one, exposure under a routine commercial contract can be open-ended.
The non-breaching party can typically claim damages to put it back in the position it would have been in had the contract been performed. Depending on the contract, remedies can also include specific performance, injunctions, or termination rights. Many commercial contracts include dispute-resolution clauses requiring mediation or arbitration before either party can litigate.
