We draft and review various commercial contracts. A contract is an enforceable agreement between two parties which sets out the rights and obligations of each party, provides structure to the arrangement between the parties, prevent disputes, limits liability and, if necessary, can be enforced through the courts.

The following are a few of the contracts which we commonly prepare and review for our clients:

Employment and Independent Contractor Agreements

Employment and independent contractor agreements set out the terms upon which a person provides services to another. The distinction between an employee and independent contractor has important tax and labour implications and does not depend on the description provided by the parties, but generally based on four elements: control, ownership of tools, chance of profit / risk of loss and the integration into the business of the person receiving services.

Shareholder Agreements

A shareholder agreement is an agreement between shareholders of a corporation. The terms are dependent on the circumstances and needs of the parties, but generally deal with management, the right to transfer shares, the distribution of profits, the obligation to provide additional funding, confidentiality and non-competition and dispute resolution.

Partnership Agreements

A partnership agreement is an agreement which sets out the terms of a partnership. Absent a partnership agreement, the terms of the partnership are governed by the Partnerships Act, the common law and, if applicable, the Limited Partnerships Act. A partnership will often deal with the formation of the partnership, admission of new partners, retirement, withdrawal and expulsion of partners, capital contributions, distribution of profits, management, death and disability, dispute resolution.

Share or Asset Purchase Agreements

In general businesses are bought and sold through one of two ways - the sale of shares or sale of assets. A share purchase agreement deals with the sale by one person of their shares in a corporation to another person, while an asset purchase agreement deals with the sale of assets from one person to another.

IT Contracts

Information Technology and Internet agreements are a category of contracts which include development and licencing agreements, e-commerce agreements, services agreements, terms of use and privacy policies.