{"componentChunkName":"component---src-templates-blog-list-ts","path":"/page/4","result":{"data":{"site":{"siteMetadata":{"title":"Clausehound Blog"}},"allMarkdownRemark":{"edges":[{"node":{"excerpt":"Clausehound bloggers have mentioned in previous articles that the life of an articling student can be quite daunting, with a steep learning…","fields":{"slug":"/shhh-secrets-of-organizational-success-for-articling-students-and-newly-called-lawyers/"},"frontmatter":{"date":"September 28, 2016","title":"Shhh....Secrets of Organizational Success for Articling Students and Newly Called Lawyers","description":"Clausehound bloggers have mentioned in previous articles that the life of an articling student can be quite daunting, with a steep learning curve.","author":{"id":"rajah@cobaltcounsel.com","first":"Rajah","last":"Lehal"},"tags":["Human Resources","Drafting 101","CPD","Rajah"]}}},{"node":{"excerpt":"September 27, 2016 Toronto, ON: On October 4th, 2016, between 7:30am-12:00pm, Clausehound.com will be featured at the Fireside Chat with the…","fields":{"slug":"/clausehound-founder-ceo-rajah-lehal-featured-fireside-chat-ceos-toronto-stock-exchange-october-4-2016/"},"frontmatter":{"date":"September 27, 2016","title":"Clausehound Founder and CEO, Rajah Lehal, to be featured at Fireside Chat with the CEOs at the Toronto Stock Exchange on October 4, 2016","description":"On October 4th, 2016, between 7:30am-12:00pm, Clausehound.com will be featured at the Fireside Chat with the CEO’s at the Toronto Stock Exchange.","author":{"id":"rajah@cobaltcounsel.com","first":"Rajah","last":"Lehal"},"tags":["Clausehound","Events","Rajah"]}}},{"node":{"excerpt":"In AIM Health Group Inc. v 40 Finchgate Limited Partnership (2012) ONCA 795, the landlord (“Finchgate”), entered into a 5 year lease…","fields":{"slug":"/blog-bite-overholding-clauses-vs-surrender-clauses-in-a-commercial-lease/"},"frontmatter":{"date":"September 26, 2016","title":"Blog Bite: Overholding Clauses vs Surrender Clauses in a Commercial Lease","description":"In AIM Health Group Inc. v 40 Finchgate Limited Partnership (2012) ONCA 795, the landlord ('Finchgate'), entered into a 5 year lease agreement with the tenant ('AIM').","author":{"id":"frahman@cobaltcounsel.com","first":"","last":null},"tags":["Commercial Lease","Commercial Activities","frahman"]}}},{"node":{"excerpt":"September 26, 2016\nToronto, ON: On September 27th, between 12:00-1:00pm, Clausehound.com will be attending Lunch & Law hosted by the Legal…","fields":{"slug":"/clausehound-com-excited-attend-legal-innovation-zones-lunch-law-september-27th/"},"frontmatter":{"date":"September 26, 2016","title":"Clausehound.com is excited to attend the Lunch and Law hosted by the Legal Innovation Zone on September 27th!","description":"On September 27th, between 12:00-1:00pm, Clausehound.com will be attending Lunch and Law hosted by the Legal Innovation Zone (which is also the location of the Clausehound office!).","author":{"id":"rajah@cobaltcounsel.com","first":"Rajah","last":"Lehal"},"tags":["Clausehound","Events","Rajah"]}}},{"node":{"excerpt":"September 26, 2016\nToronto, ON: ALERT:  WEATHER-DEFERRED BY ONE WEEK - NEW DATE OCTOBER 6. On October 6, between 11:00am to 5:00pm…","fields":{"slug":"/startupstreet/"},"frontmatter":{"date":"September 26, 2016","title":"Clausehound.com will be featured at the Ryerson DMZ Learning Zone's Street Party on October 6, 2016","description":"ALERT:  WEATHER-DEFERRED BY ONE WEEK -NEW DATE OCTOBER 6. Between 11:00am to 5:00pm, Clausehound.com will be participating in the Gould Street Party hosted by Ryerson Digital Media Zone - Zone Learning.","author":{"id":"rajah@cobaltcounsel.com","first":"Rajah","last":"Lehal"},"tags":["Events","Rajah"]}}},{"node":{"excerpt":"This article posted on our partner site Mondaq.com explores the enforceability of mandatory arbitration clauses in employment agreements…","fields":{"slug":"/blog-bite-are-arbitration-clauses-in-employment-agreements-enforceable/"},"frontmatter":{"date":"September 23, 2016","title":"Blog Bite: Are arbitration clauses in employment agreements enforceable?","description":"This article discusses the enforceability of mandatory arbitration clauses in employment agreements.","author":{"id":"alina@clausehound.com","first":"Alina","last":null},"tags":["Employment Agreement","Arbitration","Mondaq","Learn","Canada (General)"]}}},{"node":{"excerpt":"Links from this article:\nhere\n here. We hope that you have found Clausehound useful in your review and edits of the contractor agreement…","fields":{"slug":"/clausehound-helpful-hints/"},"frontmatter":{"date":"September 21, 2016","title":"Clausehound Helpful Hints","description":"Links from this article:here here.We hope that you have found Clausehound useful in your review and edits of the contractor agreement assigned. We...","author":{"id":"margaret@clausehound.com","first":"Margaret","last":"Rimek"},"tags":["Helpfulhints","margaret"]}}},{"node":{"excerpt":"To celebrate our first year of our Small Business Law Library, Clausehound is excited to be offering more than $10,000 worth of sponsored…","fields":{"slug":"/clausehound-com-celebrates-sponsorship-enterprise-torontos-small-business-forum/"},"frontmatter":{"date":"September 19, 2016","title":"Clausehound.com Celebrates its Sponsorship of Enterprise Toronto!","description":"To celebrate our first year of our Small Business Law Library, Clausehound is excited to be offering more than...","author":{"id":"rajah@cobaltcounsel.com","first":"Rajah","last":"Lehal"},"tags":["Collaboration","Rajah"]}}},{"node":{"excerpt":"On September 22, 2016, between 3:00 - 8:00 PM, Clausehound.com is excited to be participating in Startup Open House 2016. This event enables…","fields":{"slug":"/clausehound-com-celebrates-participation-startup-open-house-2016/"},"frontmatter":{"date":"September 16, 2016","title":"Clausehound.com Participates in Startup Open House 2016","description":"On September 22, 2016, between 3:00 - 8:00 PM, Clausehound.com is excited to be participating in Startup Open House 2016. This event enables participants to walk into various startups throughout Toronto to network, seek out employment opportunities, or just to see what the startup is all about.","author":{"id":"rajah@cobaltcounsel.com","first":"Rajah","last":"Lehal"},"tags":["Clausehound","Events","Rajah"]}}},{"node":{"excerpt":"“Canada: Whole Agreement Clause Upheld By Court Of Appeal”, uses case law to discuss the enforceability of entire agreement clauses. The…","fields":{"slug":"/blog-bite-will-an-entire-agreement-clause-preclude-negligent-or-innocent-misrepresentations/"},"frontmatter":{"date":"September 12, 2016","title":"Blog Bite: Will an entire agreement clause preclude negligent or innocent misrepresentations?","description":"This article posted on our partner site Mondaq.com uses case law to discuss the enforceability of entire agreement clauses.","author":{"id":"alina@clausehound.com","first":"Alina","last":null},"tags":["Entire Agreement","Mondaq","Learn","Canada (AB)"]}}},{"node":{"excerpt":"When entering into an important contract, take the time to discuss with your business partners, advisors and legal counsel, to make sure…","fields":{"slug":"/legal-tips-tricks-negotiating-an-agreement-should-start-with-a-blank-page/"},"frontmatter":{"date":"September 09, 2016","title":"Legal Tips & Tricks: Negotiating an Agreement should Start with a Blank Page","description":"When entering into an important contract, take the time to discuss with your business partners, advisors and legal counsel, to make sure that you are clear about your opportunities and risks.  In this article, we describe four simple steps to follow to make sure that your interests are protected when negotiating an agreement.","author":{"id":"alva@clausehound.com","first":"Alva","last":"Ching"},"tags":["Terms of Use","Intellectual Property","Confidentiality","NDA","Employment Agreement","Independent Contractor","Term Sheet","Privacy Policy","Releases","Distribution Agreement","Website Terms of Use","Consulting Agreement","Commercial Activities","Playbooks","Contract Overviews","Share Buyback Agreement","Loan Agreement","Articles of Incorporation","IP Transfer","Share Purchase Agreement","Promissory Note","Shareholders Agreement","Option Agreement","Share Subscription Agreement","Library","Advisor Agreement"]}}},{"node":{"excerpt":"Whether you are a valued employee dismissed for wrongful reasons, or an employer who has essentially been forced to dismiss an employee…","fields":{"slug":"/4-important-points-to-remember-about-wrongful-dismissal/"},"frontmatter":{"date":"September 08, 2016","title":"Four (4) Important Points to Remember about Wrongful Dismissal","description":"Whether you are a valued employee dismissed for wrongful reasons, or an employer who has essentially been forced to dismiss an employee without any bad faith, there are four (4) points to consider about all wrongful dismissal cases. See the instant cases of Coppola v Capital Pontiac Buick Cadillac Gmc Ltd (2011 SKQB); and Rodrigues v Shendon Enterprises Ltd. (2010 BCSC).","author":{"id":"frahman@cobaltcounsel.com","first":"","last":null},"tags":["Human Resources","Employment","frahman"]}}},{"node":{"excerpt":"Links from this article:\nClausehound.com\nBullfrog Insurance Clausehound.com and Bullfrog Insurance are joining forces! We’re celebrating…","fields":{"slug":"/bullfrog-insurance-and-clausehound-com-announce-a-new-collaboration/"},"frontmatter":{"date":"September 07, 2016","title":"Bullfrog Insurance and Clausehound.com Announce a New Collaboration","description":"Clausehound.com and Bullfrog Insurance are joining forces! We’re celebrating this n...","author":{"id":"rajah@cobaltcounsel.com","first":"Rajah","last":"Lehal"},"tags":["Collaboration","Rajah"]}}},{"node":{"excerpt":"Let us know what agreements you are looking for! If you have opted for our concierge service (which is not part of our standard Small…","fields":{"slug":"/requesting-additional-agreements/"},"frontmatter":{"date":"September 06, 2016","title":"Clausehound Concierge:  Requesting additional agreements","description":"If you have opted for our concierge service (which is not part of our standard Small Business La...","author":{"id":"rajah@cobaltcounsel.com","first":"Rajah","last":"Lehal"},"tags":["Clausehound","Rajah"]}}},{"node":{"excerpt":"Compensation Compensation in cash (or freely available funds, which could also mean payment by cheque, bank draft, wire transfer, email…","fields":{"slug":"/software-developmentmaster-services-agreements-part-iv-compensation-in-cash-and-alternative-forms-of-compensation/"},"frontmatter":{"date":"September 05, 2016","title":"Software Development/Master Services Agreements Part IV: Compensation in Cash and Alternative Forms of Compensation","description":"Compensation 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.","author":{"id":"rajah@cobaltcounsel.com","first":"Rajah","last":"Lehal"},"tags":["Commercial Activities","Master Services Agreement","Software Development","Rajah"]}}},{"node":{"excerpt":"United States: Ten Common Problems That Plague Privacy Policies explains some of the most common errors found in privacy policies.  First…","fields":{"slug":"/blog-bite-what-are-the-most-common-mistakes-in-privacy-policies-and-how-can-they-be-corrected/"},"frontmatter":{"date":"September 01, 2016","title":"Blog Bite: What are the most common mistakes in privacy policies, and how can they be corrected?","description":"This article posted on our partner site Mondaq.com explains some of the most common errors found in privacy policies.","author":{"id":"alina@clausehound.com","first":"Alina","last":null},"tags":["Privacy Policy","Governing Law","Mondaq","Learn","USA"]}}},{"node":{"excerpt":"As consideration for the transaction: (ii) Issue to Counterparty common shares of HoundCo upon the execution of the definitive agreement…","fields":{"slug":"/considerations-for-the-transaction/"},"frontmatter":{"date":"August 26, 2016","title":"Considerations for the transaction","description":"Issue to Counterparty common shares of HoundCo upon the execution of the definitive agreement, plus common shares on each of the next five anniversaries...","author":{"id":"rajah@cobaltcounsel.com","first":"Rajah","last":"Lehal"},"tags":["Rajah"]}}},{"node":{"excerpt":"Links from this article: Clausehound.com\nRyerson’s Law Practice Program (LPP)\nAbout Clausehound.com: Toronto, ON: Clausehound.com and…","fields":{"slug":"/clausehound-and-ryerson-lpp/"},"frontmatter":{"date":"August 26, 2016","title":"Clausehound.com and Ryerson’s Law Practice Program Announce a New Collaboration","description":"Clausehound.com and Ryerso...","author":{"id":"rajah@cobaltcounsel.com","first":"Rajah","last":"Lehal"},"tags":["Collaboration","Rajah"]}}},{"node":{"excerpt":"An Ontario decision recently decided that General Motors of Canada Ltd (“GM”) did not commit a breach of an employment contract with a…","fields":{"slug":"/blog-bite-no-intention-to-repudiate-employment-agreement-found-in-the-dismissal-of-former-employee/"},"frontmatter":{"date":"August 25, 2016","title":"Blog Bite: No Intention to Repudiate Employment Agreement Found in the Dismissal of Former Employee","description":"The article discusses the benefits of including a mutual release upon termination in an employment contract agreement. Referencing the Ontario case between General Motors of Canada Ltd. v Johnson.","author":{"id":"frahman@cobaltcounsel.com","first":"","last":null},"tags":["Employment Agreement","Human Resources","frahman"]}}},{"node":{"excerpt":"Donald Trump posted this tweet at 5:11 A.M. and mystified the internet. In flowed the jokes and memes, but the underlying political…","fields":{"slug":"/mr-brexit-and-making-political-sense-of-the-implications-of-brexit-for-canadian-businesses/"},"frontmatter":{"date":"August 22, 2016","title":"MR. BREXIT, and Making Political Sense of the Implications of Brexit for Canadian Businesses.","description":"Donald Trump posted this tweet at 5:11 A.M. and mystified the internet. In flowed the jokes and memes, but the underlying political commentary is perhaps the best of all. If you think about it, Brexit is a lot like Donald Trump—loud, fearful, anti-immigration, and perhaps more bark than bite. That last one might be a new one to think about, at least in the case of Brexit.","author":{"id":"frahman@cobaltcounsel.com","first":"","last":null},"tags":["Corporation","Commercial Activities","frahman"]}}},{"node":{"excerpt":"A recent Ontario Court of Appeal decision affirmed that employees who play a vital role in a company owe a fiduciary duty to their employer…","fields":{"slug":"/employers-beware-does-your-employee-owe-a-fiduciary-post-termination/"},"frontmatter":{"date":"August 18, 2016","title":"Employers Beware: Does Your Employee Owe a Fiduciary Duty Post-Termination?","description":"This article discusses the implications of fiduciary duty post-termination. Referencing the Ontario Court of Appeal decision in the case of GasTOPS Ltd. v. Forsyth Reservoir Group Partnership v. 1304613 Ontario Ltd.","author":{"id":"frahman@cobaltcounsel.com","first":"","last":null},"tags":["Employment Agreement","Non-competition","Human Resources","frahman"]}}},{"node":{"excerpt":"Links from this article: Snapchat, battle and train virtual Pokemon as though in the real world, here, legal concerns. Unless you’re living…","fields":{"slug":"/gotta-catch-em-all-pokemon-go-and-your-privacy/"},"frontmatter":{"date":"August 15, 2016","title":"Gotta Catch 'Em All: Pokemon Go and Your Privacy","description":"Unless you’re living under a r...","author":{"id":"frahman@cobaltcounsel.com","first":"","last":null},"tags":["Commercial Activities","Privacy","frahman"]}}},{"node":{"excerpt":"Despite widespread state-supported doping among Russian athletes at the 2014 Sochi Olympics, the International Olympic Committee (IOC…","fields":{"slug":"/ioc-not-russian-to-enforce-full-olympic-ban/"},"frontmatter":{"date":"August 11, 2016","title":"IOC Not “Russian” to Enforce Full Olympic Ban","description":"Despite widespread state-supported doping among Russian athletes at the 2014 Sochi Olympics, the International Olympic Committee (IOC) declined to give a blanket ban on Russia’s ability to participate in the 2016 Olympic Games in Rio De Janeiro.","author":{"id":"frahman@cobaltcounsel.com","first":"","last":null},"tags":["Governing Law","Dispute Resolution","Agreements","frahman"]}}},{"node":{"excerpt":"This article posted on our partner site Mondaq.com critically examines the claim that joint ventures are riskier than other contracting…","fields":{"slug":"/blog-bite-are-joint-ventures-riskier-than-other-contracting-structures/"},"frontmatter":{"date":"August 11, 2016","title":"Blog Bite: Are joint ventures riskier than other contracting structures?","description":"This article posted on our partner site Mondaq.com critically examines the claim that joint ventures are riskier than other contracting structures.","author":{"id":"alina@clausehound.com","first":"Alina","last":null},"tags":["Nature of Relationship","Joint Venture Agreement","Mondaq","Learn","Australia"]}}},{"node":{"excerpt":"This article UK: High Court Permits University’s Contravention Of Its Own Privacy Policy discusses a recent case where the High Court…","fields":{"slug":"/blog-bite-can-organizations-in-the-uk-legally-disclose-information-that-violates-its-own-privacy-policy/"},"frontmatter":{"date":"August 11, 2016","title":"Blog Bite: Can organizations in the UK legally disclose information that violates its own privacy policy?","description":"This article posted on our partner site Mondaq.com discusses a recent case where the High Court permitted a university to disclose personal information of a student accused of sexual assault.","author":{"id":"alina@clausehound.com","first":"Alina","last":null},"tags":["Privacy Policy","Mondaq","Learn","UK"]}}},{"node":{"excerpt":"This article posted on our partner site Mondaq.com talks about how businesses may desire to jointly solve problems under a mentor-protege…","fields":{"slug":"/blog-bite-what-is-the-threshold-test-that-a-joint-venture-has-been-formed-for-the-purpose-of-triggering-affiliation-from-the-tax-perspective/"},"frontmatter":{"date":"August 10, 2016","title":"Blog Bite: What is the threshold test that a joint venture has been formed for the purpose of triggering affiliation from the tax perspective?","description":"This article posted on our partner site Mondaq.com talks about how businesses may desire to jointly solve problems under a mentor-protege definition, that, under specific rules, might trigger a definition of an 'affiliated business'.","author":{"id":"alina@clausehound.com","first":"Alina","last":null},"tags":["Nature of Relationship","Joint Venture Agreement","Mondaq","Learn","USA"]}}},{"node":{"excerpt":"UPDATE: September 9, 2016 We are excited to announce the winner of our “fishbowl” competition for one free year of Clausehound.com’s Small…","fields":{"slug":"/cne-lets-go-to-the-ex/"},"frontmatter":{"date":"August 09, 2016","title":"Clausehound.com Celebrates New Collaborations and Offers to Customers","description":"We are excited to announce the winner of our fishbowl competition for one free year of Clausehound.com (Small Business Law Library).","author":{"id":"rajah@cobaltcounsel.com","first":"Rajah","last":"Lehal"},"tags":["Events","Rajah"]}}},{"node":{"excerpt":"Thanks to social media, it is not difficult to achieve your claim to fame. However, it also is not difficult to receive unwanted attention…","fields":{"slug":"/its-not-a-love-story-taylor-kanye-and-privacy-concerns-with-snapchat/"},"frontmatter":{"date":"August 07, 2016","title":"It's Not a Love Story: Taylor, Kanye and Privacy Concerns with Snapchat","description":"Thanks to social media, it is not difficult to achieve your claim to fame. However, it also is not difficult to receive unwanted attention or fame.","author":{"id":"frahman@cobaltcounsel.com","first":"","last":null},"tags":["Technology","Dispute Resolution","Privacy","frahman"]}}},{"node":{"excerpt":"A shareholder who is a founder and/or CEO may wish to entrench their decision-making powers as a company takes on more capital and dilutes…","fields":{"slug":"/corporate-transactions-part-ii-ceos-and-founders-as-board-members/"},"frontmatter":{"date":"August 03, 2016","title":"Corporate Transactions Part II: CEO's and Founders as Board Members","description":"A shareholder who is a founder and/or CEO may wish to entrench their decision-making powers. In this Part II, the article discusses how a company’s CEO and/or founders can maintain a seat on the board of directors.","author":{"id":"rajah@cobaltcounsel.com","first":"Rajah","last":"Lehal"},"tags":["Corporation","Board of Directors","Company Formation","Rajah"]}}},{"node":{"excerpt":"As our entrepreneur clients grow and enter into commercial transactions and take on financing, questions frequently asked include how to…","fields":{"slug":"/corporate-transactions-part-i-confirming-the-current-composition-of-board-members/"},"frontmatter":{"date":"August 03, 2016","title":"Corporate Transactions Part I: Confirming the Current Composition of Board Members","description":"As our entrepreneur clients grow and enter into commercial transactions and take on financing, questions frequently asked include how to manage the composition of the potentially growing board. This article will deal with the first point: Confirming the Current Composition of Board Members.","author":{"id":"rajah@cobaltcounsel.com","first":"Rajah","last":"Lehal"},"tags":["Corporation","Board of Directors","Company Formation","Rajah"]}}},{"node":{"excerpt":"In a previous post, we discussed how payment in a software development agreement as a Master Services Agreement (MSA) may be separated into…","fields":{"slug":"/paying-out-an-msa-forms-and-structure-of-payment/"},"frontmatter":{"date":"August 01, 2016","title":"Software Development/Master Services Agreements Part III:  Fee Estimates/Quoting/Fee Caps/Fixed Fee","description":"In 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.","author":{"id":"rajah@cobaltcounsel.com","first":"Rajah","last":"Lehal"},"tags":["Commercial Activities","Master Services Agreement","Software Development","Rajah"]}}},{"node":{"excerpt":"This article posted on our partner site Mondaq.com examines a recent decision concerning browsewrap agreements.  In the case, the Court…","fields":{"slug":"/blog-bite-are-browsewrap-agreements-enforceable-in-california/"},"frontmatter":{"date":"July 29, 2016","title":"Blog Bite: Are browsewrap agreements enforceable in California?","description":"This article discusses whether or not browsewrap agreements are enforceable in California.","author":{"id":"alina@clausehound.com","first":"Alina","last":null},"tags":["Terms of Use","Mondaq","Learn","USA"]}}},{"node":{"excerpt":"In an interesting case for parties seeking to impose a geographic boundary on competitive operations, an Ontario Court has held that a…","fields":{"slug":"/blog-bite-can-a-franchise-enforce-a-restrictive-covenant-against-its-competitors/"},"frontmatter":{"date":"July 27, 2016","title":"Blog Bite: Can a Franchise Enforce a Restrictive Covenant Against Its Competitors?","description":"In an interesting case for parties seeking to impose a geographic boundary on competitive operations, an Ontario Court has held that a franchisor was not entitled to enforce a restrictive covenant because it did not have a legitimate interest to protect within the geographic area prescribed in the covenant.","author":{"id":"frahman@cobaltcounsel.com","first":"","last":null},"tags":["Restrictive Covenants","Non-competition","Commercial Activities","Franchise","frahman"]}}},{"node":{"excerpt":"There has been a lot written up about changes to the legal industry. As a start-up lawyer, upstart small law firm founder, and legal tech…","fields":{"slug":"/trends-on-the-horizon-five-drivers-transforming-the-legal-industry-2/"},"frontmatter":{"date":"July 25, 2016","title":"Trends on the Horizon: Five Drivers Transforming the Legal Industry","description":"There has been a lot written up about changes to the legal industry. As a start-up lawyer, upstart small law firm founder, and legal tech CEO, I have often thought about, argued, discussed, observed and speculated about legal industry shifts (albeit quietly, and to myself).","author":{"id":"rajah@cobaltcounsel.com","first":"Rajah","last":"Lehal"},"tags":["Journey","Rajah"]}}},{"node":{"excerpt":"This article posted on our partner site Mondaq.com explains the common clauses that are found in a shareholders’ agreement and how they are…","fields":{"slug":"/blog-bite-what-is-the-underlying-advantages-of-a-shareholders-agreement/"},"frontmatter":{"date":"July 25, 2016","title":"Blog Bite: What is the underlying advantages of a shareholders' agreement?","description":"This article highlights the advantages of a shareholders' agreement.","author":{"id":"alina@clausehound.com","first":"Alina","last":null},"tags":["Shareholders Agreement","Mondaq","Learn","Canada (General)"]}}},{"node":{"excerpt":"Congratulations - you’re the proud owner of a business! One of the most important steps you will take in operating that business will be to…","fields":{"slug":"/commercial-lease-the-overholding-clause-how-to-hold-on-to-your-space-after-your-lease-term-ends/"},"frontmatter":{"date":"July 20, 2016","title":"Commercial Leases & The Overholding Clause – How To Hold On To Your Space After Your Lease Term Ends","description":"Congratulations - you’re the proud owner of a business! One of the most important steps you will take in operating that business will be to lease out a space from which to sell your goods and/or services. This commercial lease will have a number of standard clauses, including a description of the leased premises, the rental payments, the term of the lease, possible term renewal options, and, in all likelihood, an overholding clause.","author":{"id":"frahman@cobaltcounsel.com","first":"","last":null},"tags":["Commercial Lease","Commercial Activities","frahman"]}}},{"node":{"excerpt":"About a week ago, the Federal Bureau of Investigation announced that it would not be pressing charges against Hillary Clinton for her use of…","fields":{"slug":"/emailgate-how-an-nda-is-affecting-the-presidential-election/"},"frontmatter":{"date":"July 17, 2016","title":"Emailgate: How an NDA is Affecting the Presidential Election","description":"This article discusses the affects an NDA had on Clinton's email controversy in the 2016 Presidential Election.","author":{"id":"frahman@cobaltcounsel.com","first":"","last":null},"tags":["Confidentiality","NDA","Human Resources","Commercial Activities","Confidentiality Agreement","Current Events","frahman"]}}},{"node":{"excerpt":"Going to court or going to war? For most people, the two words refer to the same thing when it comes to legal disputes. To avoid ‘going to…","fields":{"slug":"/arbitration-how-to-prepare-for-war/"},"frontmatter":{"date":"July 11, 2016","title":"Arbitration: How to Prepare for War - Legal War That Is","description":"Going to court or going to war? For most people, the two words refer to the same thing when it comes to legal disputes. To avoid ‘going to war’, dispute resolution methods such as arbitration are becoming the weapon of choice.","author":{"id":"frahman@cobaltcounsel.com","first":"","last":null},"tags":["Contract Drafting","Dispute Resolution","Dispute Resolution","Arbitration","frahman"]}}},{"node":{"excerpt":"This article posted on our partner site Mondaq.com discusses the complexity in terminating education employment contracts in the UAE…","fields":{"slug":"/blog-bite-how-can-education-employment-contracts-be-terminated-in-the-uae/"},"frontmatter":{"date":"July 06, 2016","title":"Blog Bite: How can education employment contracts be terminated in the UAE?","description":"This article posted on our partner site Mondaq.com discusses the complexity in terminating education employment contracts in the UAE.","author":{"id":"alina@clausehound.com","first":"Alina","last":null},"tags":["Termination","Mondaq","Learn","UAE"]}}},{"node":{"excerpt":"For drafters of asset or share purchase agreements, it’s useful to think about the effects of the representations you are making. In our…","fields":{"slug":"/the-scope-of-your-confidential-information/"},"frontmatter":{"date":"July 05, 2016","title":"The Scope of your Confidential Information: Too Broad, Too Narrow, or Just Right?","description":"For drafters of asset or share purchase agreements, it's useful to think about the effects of the representations you are making.","author":{"id":"frahman@cobaltcounsel.com","first":"","last":null},"tags":["Confidentiality","NDA","Confidential Information","Releases","Commercial Activities","Confidentiality Agreement","Case Law","Disclosure","frahman"]}}},{"node":{"excerpt":"Now 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…","fields":{"slug":"/software-developmentmaster-services-agreements-part-ii-fees-deposits-refunds-and-good-faith/"},"frontmatter":{"date":"July 04, 2016","title":"Software Development/Master Services Agreements Part II:  Fees, Deposits, Refunds, and Good Faith","description":"Now 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.","author":{"id":"rajah@cobaltcounsel.com","first":"Rajah","last":"Lehal"},"tags":["Commercial Activities","Master Services Agreement","Software Development","Rajah"]}}},{"node":{"excerpt":"This article posted on our partner site Mondaq.com discusses an ever-increasing legal issue in the food industry: whether chefs and others…","fields":{"slug":"/blog-bite-how-can-chefs-and-others-in-the-food-industry-protect-their-culinary-creations-and-food-designs-or-arrangements-from-being-copied-for-commercial-gain/"},"frontmatter":{"date":"June 27, 2016","title":"Blog Bite: How can chefs and others in the food industry protect their culinary creations and food designs or arrangements from being copied for commercial gain?","description":"This article posted on our partner site Mondaq.com discusses an ever-increasing legal issue in the food industry.","author":{"id":"alina@clausehound.com","first":"Alina","last":null},"tags":["Intellectual Property","Start-up","Services","Blog Bites","Mondaq","USA"]}}},{"node":{"excerpt":"Clausehound will be attending the StartUp HERE Toronto Cafe Launch on Monday June 27 in Toronto. 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Otherwise, Risk a Leak of Confidential Information","description":"This article discusses the case nClosures Inc. v. 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The author…","fields":{"slug":"/blog-bite-how-can-businesses-best-update-and-modify-online-agreements-in-the-usa/"},"frontmatter":{"date":"May 05, 2016","title":"Blog Bite: How can businesses best update and modify online agreements in the USA?","description":"This article posted on our partner site Mondaq.com the author advises businesses on how they can update terms of use agreements. The author recommends websites make users agree to the modified terms...","author":{"id":"alina@clausehound.com","first":"Alina","last":null},"tags":["Terms of Use","Mondaq","Learn","USA"]}}},{"node":{"excerpt":"A few weeks ago we have witnessed the biggest leak of data to date. 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The author recommends that the website terms of use be...","author":{"id":"alina@clausehound.com","first":"Alina","last":null},"tags":["Terms of Use","Mondaq","Learn","USA"]}}},{"node":{"excerpt":"Most loyal Central Perk-loving ’Friends’ addicts know the small details of each of their favorite Friends characters. Phoebe’s a massage…","fields":{"slug":"/ill-be-there-for-you-warranty-provisions-for-defects/"},"frontmatter":{"date":"April 22, 2016","title":"I’ll Be There For You - Warranty Provisions for Defects","description":"Most loyal Central Perk-loving ‘Friends’ addicts know the small details of each of their favorite Friends characters. 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Who wants a lawyer in a ripped…","fields":{"slug":"/designer-labels-and-legal-fashion-dont-be-fooled-by-appearances/"},"frontmatter":{"date":"March 14, 2016","title":"Designer Labels and Legal Fashion: Don’t Be Fooled by Appearances","description":"We see what we expect to see, and the fashion industry has been making $ billions exploiting this principle. In the world of fashion, the label changes everything. 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This is the first perspective in a three part series.","author":{"id":"info@clausehound.com","first":"","last":null},"tags":["Long Form","Technology","Contract Drafting","Commercial Activities","Clausehound"]}}},{"node":{"excerpt":"This article posted on our partner site Mondaq.com highlights the importance of obtaining the broadest possible rights in intellectual…","fields":{"slug":"/blog-bite-what-can-a-business-do-to-obtain-rights-to-intellectual-property-developed-by-an-independent-contractor/"},"frontmatter":{"date":"March 04, 2016","title":"Blog Bite: What can a business do to obtain rights to intellectual property developed by an independent contractor?","description":"This article posted on our partner site Mondaq.com highlights the importance of obtaining the broadest possible rights in intellectual property created by an independent contractor in the course of their work for the hiring party (also known in the US as \"work made for hire\").","author":{"id":"alina@clausehound.com","first":"Alina","last":null},"tags":["Consulting Agreement","Transfer of Intellectual Property","Mondaq","Learn","USA"]}}},{"node":{"excerpt":"A lease may have an option to purchase clause. For example, a lease may have a minimum rent provision along with a payment to be held in…","fields":{"slug":"/from-lease-to-purchase/"},"frontmatter":{"date":"March 02, 2016","title":"From Lease to Purchase","description":" A lease may have an option to purchase clause. For example, a lease may have a minimum rent provision along with a payment to be held in escrow for the purchase of the property. The escrow payment is not minimum rent.","author":{"id":"rajah@cobaltcounsel.com","first":"Rajah","last":"Lehal"},"tags":["Commercial Lease","Minimum Rent","Commercial Activities","Rajah"]}}},{"node":{"excerpt":"Before entering into a lease agreement, the tenant should negotiate the option to remove trade fixtures and leave the premises as the tenant…","fields":{"slug":"/beware-when-entering-into-a-lease-agreement/"},"frontmatter":{"date":"March 01, 2016","title":"Beware When Entering Into a Lease Agreement","description":"Before entering into a lease agreement, the tenant should negotiate the option to remove trade fixtures and leave the premises as the tenant had entered it.","author":{"id":"rajah@cobaltcounsel.com","first":"Rajah","last":"Lehal"},"tags":["Landlord's Work","Commercial Lease","Commercial Activities","Rajah"]}}},{"node":{"excerpt":"Links from this article:Read the article here. Allowing a provision under Toxic Chemical Substances Act to remain intact, allows…","fields":{"slug":"/confidential-information-name-for-your-product/"},"frontmatter":{"date":"March 01, 2016","title":"Confidential Information & Name For Your Product","description":"This articles discusses how to protect confidential information, and maintain intellectual property while naming a product.","author":{"id":"rajah@cobaltcounsel.com","first":"Rajah","last":"Lehal"},"tags":["Confidentiality","NDA","Confidential Information","Commercial Activities","Confidentiality Agreement","Rajah"]}}},{"node":{"excerpt":"People sometimes want to register in other jurisdictions for reasons such as: (1) minimum director requirements;  (2) favorable corporate…","fields":{"slug":"/blog-bite-can-corporations-in-kentucky-establish-the-venue-for-derivative-and-books-and-records-litigation-in-their-articles-of-incorporation/"},"frontmatter":{"date":"February 22, 2016","title":"Can corporations establish the venue for litigation based on their registered business address?","description":"This article posted on our partner site Mondaq.com discusses the decision-making of the location of the registered office (and books and records) as a strategy to choose the venue for litigation.","author":{"id":"alina@clausehound.com","first":"Alina","last":null},"tags":["Jurisdiction Shopping","Mondaq","Learn","USA","All Jurisdictions","USA(KY)"]}}},{"node":{"excerpt":"Recent developments in the field of robotics highlight the difficulty of balancing the need for a free market to foster innovation and…","fields":{"slug":"/innovative-companies-need-well-drafted-ip-protection/"},"frontmatter":{"date":"February 20, 2016","title":"Blog Bite: When is Patent Defense dangerous for Innovation?","description":"The article calls on Congress to protect innovative companies from attacks by patent privateers, who divert energy from innovation.","author":{"id":"rajah@cobaltcounsel.com","first":"Rajah","last":"Lehal"},"tags":["Intellectual Property","Proprietary Rights","Commercial Activities","Rajah"]}}},{"node":{"excerpt":"This article posted on our partner site Mondaq.com looks at the growing relationship of Switzerland to Asia by means of a free trade…","fields":{"slug":"/blog-bite-what-should-a-swiss-business-keep-in-mind-when-considering-establishing-a-joint-venture-in-china/"},"frontmatter":{"date":"February 17, 2016","title":"Blog Bite: What should a Swiss business keep in mind when considering establishing a joint venture in China?","description":"This article posted on our partner site Mondaq.com looks at the growing relationship of Switzerland to Asia by means of a free trade agreement that creates prospects for growth through mergers and acquisitions in a variety of industries.","author":{"id":"alina@clausehound.com","first":"Alina","last":null},"tags":["Nature of Relationship","Joint Venture Agreement","Mondaq","Learn","Switzerland"]}}},{"node":{"excerpt":"Canada: Governing Law And Choice Of Forum Clauses discusses how parties who are from different provinces can decide together upon what…","fields":{"slug":"/blog-bite-what-laws-will-govern-an-agreement-when-the-parties-are-from-different-provinces/"},"frontmatter":{"date":"February 15, 2016","title":"Blog Bite: What laws will govern an agreement when the parties are from different provinces?","description":"This article posted on our partner site Mondaq.com discusses how parties who are from different provinces can decide together upon what governing law their contract shall preside under.","author":{"id":"alina@clausehound.com","first":"Alina","last":null},"tags":["Governing Law","Mondaq","Learn","Canada (ON)"]}}},{"node":{"excerpt":"The hugely successful corporation, Google, was a spin off from research done for a PhD thesis at Stanford, which makes looking at university…","fields":{"slug":"/answer-all-the-questions-about-ownership-of-ip-before-collaborating-with-a-university/"},"frontmatter":{"date":"February 14, 2016","title":"Answer All the Questions About Ownership of IP Before Collaborating with a University","description":"The hugely successful corporation, Google, was a spin off from research done for a PhD thesis at Stanford. But if your business is considering working with IP that originates from a university, there are many questions to ask.","author":{"id":"rajah@cobaltcounsel.com","first":"Rajah","last":"Lehal"},"tags":["Intellectual Property","Transfer of Intellectual Property","Background Intellectual Property","Commercial Activities","Rajah"]}}},{"node":{"excerpt":"If there is a bona fide takeover bid from a third party, a majority of the shareholders can agree to the take-over on behalf of all…","fields":{"slug":"/drag-along-provisions-allow-for-future-flexibility/"},"frontmatter":{"date":"February 13, 2016","title":"Drag-along Provisions Allow for Future Flexibility","description":"If there is a bona fide takeover bid from a third party, a majority of the shareholders can agree to the take-over on behalf of all shareholders due to the drag-along provisions.","author":{"id":"rajah@cobaltcounsel.com","first":"Rajah","last":"Lehal"},"tags":["ESOP","Drag Along Right","Human Resources","Rajah"]}}},{"node":{"excerpt":"Introduction What makes a stock option plan or agreement attractive to an employee? The short answer is - the opportunity to make money…","fields":{"slug":"/paying-with-shares-the-employees-perspective/"},"frontmatter":{"date":"February 12, 2016","title":"Paying with Shares: The Employee’s Perspective","description":"This article discusses the employee benefits of a stock option plan or agreement.","author":{"id":"info@clausehound.com","first":"","last":null},"tags":["ESOP","Employment Agreement","Long Form","Human Resources","info@clausehound.com"]}}},{"node":{"excerpt":"Introduction Your startup is thriving but you still have more goodwill than cash, and you need to retain your talent. You can’t afford to…","fields":{"slug":"/paying-with-shares-the-startup-employers-perspective/"},"frontmatter":{"date":"February 12, 2016","title":"Paying With Shares: The Employer’s Perspective","description":"This article discusses the option of \"paying with shares\" which allows startups to offer their employees to purchase shares in the company in lieu of a raise.","author":{"id":"info@clausehound.com","first":"","last":null},"tags":["ESOP","Employment Agreement","Shareholders Agreement","Human Resources"]}}},{"node":{"excerpt":"The recent economic upheavals in the Chinese economy have had a dramatic global effect on commodity producers. Mining corporations have been…","fields":{"slug":"/good-background-ip-protection-is-not-a-luxury-in-a-difficult-economy/"},"frontmatter":{"date":"February 07, 2016","title":"Good Background IP Protection is Not a Luxury in a Difficult Economy.","description":"Mining corporations have been especially vulnerable to the recent economic upheavals in the Chinese economy, however mining corporations should think twice beofre neglecting to protect their IP.","author":{"id":"rajah@cobaltcounsel.com","first":"Rajah","last":"Lehal"},"tags":["Intellectual Property","Grant of Licence","Background Intellectual Property","Commercial Activities","Rajah"]}}},{"node":{"excerpt":"Depending on the circumstances of the parties involved in a commercial lease agreement, the name of the tenant on the lease can vary where a…","fields":{"slug":"/wfoe-in-china-and-their-role-in-a-commercial-lease/"},"frontmatter":{"date":"February 02, 2016","title":"WFOE in China and Their Role in a Commercial Lease","description":"Depending on the circumstances of the parties involved in a commercial lease agreement, the name of the tenant on the lease can vary where a wholly foreign owned enterprise is leasing the property.","author":{"id":"rajah@cobaltcounsel.com","first":"Rajah","last":"Lehal"},"tags":["Commercial Lease","Parties","Commercial Activities","Rajah"]}}},{"node":{"excerpt":"Read the full article here. Take away: When undertaking a confidential transaction, one should respect the conventions set forth in the NDA…","fields":{"slug":"/make-sure-your-actions-are-consistent-with-your-nda-or-risk-waiving-all-confidentiality/"},"frontmatter":{"date":"February 02, 2016","title":"Make Sure Your Actions are Consistent with your NDA, or Risk Waiving All Confidentiality","description":"This article outlines the importance of following conventions set forth in an NDA to prevent the loss of confidentiality.","author":{"id":"rajah@cobaltcounsel.com","first":"Rajah","last":"Lehal"},"tags":["NDA","Safeguarding Requirements","Handling Confidential Information","Commercial Activities","Rajah"]}}},{"node":{"excerpt":"This article Canada: Scope Of Limitation Of Liability Clauses In Rail Tariffs Considered By Federal Court Of Appeal looks at the…","fields":{"slug":"/blog-bite-can-the-limitation-of-liability-protect-a-party-against-third-party-claims/"},"frontmatter":{"date":"February 02, 2016","title":"Blog Bite: Can the limitation of liability protect a party against third party claims?","description":"This article posted on our partner site Mondaq.com looks at the relationship between shippers and railways to discuss how the latter's liability can be limited for third party claims.","author":{"id":"alina@clausehound.com","first":"Alina","last":null},"tags":["Liability","Mondaq","Learn","Canada (Federal)"]}}},{"node":{"excerpt":"Introduction Every startup needs a name, a location, a business structure, financing and at least one employee (or self-employed…","fields":{"slug":"/piece-by-piece-5-legal-considerations-for-startups/"},"frontmatter":{"date":"February 01, 2016","title":"Piece by Piece – 5 Legal Considerations for Startups","description":"This article outlines five essential considerations for startups.","author":{"id":"info@clausehound.com","first":"","last":null},"tags":["Employment Agreement","Long Form","Trademark Registration","Business","Commercial Lease","Commercial Activities","info@clausehound.com"]}}},{"node":{"excerpt":"Commercial leases involving the lease of croplands may have various options for the minimum/additional rent clause. An option a few…","fields":{"slug":"/commercial-leases-in-the-agricultural-sector/"},"frontmatter":{"date":"February 01, 2016","title":"Commercial Leases in the Agricultural Sector","description":"Commercial leases involving the lease of croplands may have various options for the minimum/additional rent clause.","author":{"id":"rajah@cobaltcounsel.com","first":"Rajah","last":"Lehal"},"tags":["Commercial Lease","Additional Rent","Commercial Activities","Rajah"]}}},{"node":{"excerpt":"Introduction Business partners tend to come and go. It is important to know your rights when it is time to part ways with your business…","fields":{"slug":"/the-end-of-a-general-partnership/"},"frontmatter":{"date":"February 01, 2016","title":"The End of A General Partnership","description":"Business partners tend to come and go. It is important to know your rights when it is time to part ways with your business partner.","author":{"id":"info@clausehound.com","first":"","last":null},"tags":["Long Form","Partnership","Commercial Activities"]}}},{"node":{"excerpt":"Employment Contracts Non-competition clauses are often found in employment and consulting contracts. Generally speaking, these clauses have…","fields":{"slug":"/non-competition-clauses-is-5-years-too-long-to-promise-not-to-compete/"},"frontmatter":{"date":"February 01, 2016","title":"Non-competition Clauses: Is 5 Years Too Long to Promise not to Compete?","description":"This article discusses what is needed for a non-competition clause to be enforceable, specifically if 5 years is too long for a non-compete to be enforceable.","author":{"id":"info@clausehound.com","first":"","last":null},"tags":["Employment Agreement","Long Form","Business","Consulting Agreement","Non-competition","Commercial Activities"]}}},{"node":{"excerpt":"Stock options are often issued as a part of a company’s incentive program to the company’s and its subsidiaries’ key persons who are working…","fields":{"slug":"/the-purpose-of-stock-option-plan/"},"frontmatter":{"date":"January 31, 2016","title":"The Purpose of a Stock Option Plan","description":"Stock options are often issued as a part of a company’s incentive program to the company’s and its subsidiaries’ key persons who are working on the company’s projects. The purpose of the stock options is to give personnel a financial incentive to work hard to increase the company’s shareholder value.","author":{"id":"rajah@cobaltcounsel.com","first":"Rajah","last":"Lehal"},"tags":["ESOP","Purpose","Human Resources","Rajah"]}}},{"node":{"excerpt":"Introduction Are you starting a business related to law, accounting or medicine? These high risk fields often operate as a “Limited…","fields":{"slug":"/limited-liability-partnership-what-is-an-llp/"},"frontmatter":{"date":"January 26, 2016","title":"Limited Liability Partnership: What is an LLP?","description":"Are you starting a business related to law, accounting or medicine? These high risk fields often operate as a 'Limited Liability Partnership' (LLP).","author":{"id":"info@clausehound.com","first":"","last":null},"tags":["Long Form","Partnership","Commercial Activities","LLP"]}}},{"node":{"excerpt":"When determining how to protect specific confidential information, it is important to consider whether the terms of the confidentiality…","fields":{"slug":"/when-a-confidentiality-agreement-isnt-enough/"},"frontmatter":{"date":"January 26, 2016","title":"When a Confidentiality Agreement Isn’t Enough…","description":"This article describes how to protect specific confidential information, within or in addition to a Confidentiality Agreement.","author":{"id":"info@clausehound.com","first":"","last":null},"tags":["Confidentiality","NDA","Confidential Information","Long Form","Releases","Commercial Activities","Confidentiality Agreement","info@clausehound.com"]}}},{"node":{"excerpt":"Entrepreneurs often assume that using an NDA will provide the tightest security possible for their confidential information. This is not…","fields":{"slug":"/is-an-nda-always-a-good-idea/"},"frontmatter":{"date":"January 26, 2016","title":"Is An NDA Always A Good Idea?","description":"This article discusses the advantages of an NDA, and key information to review before signing.","author":{"id":"info@clausehound.com","first":"","last":null},"tags":["Confidentiality","NDA","Confidential Information","Releases","Commercial Activities","Confidentiality Agreement","info@clausehound.com"]}}},{"node":{"excerpt":"The Board of Calico Resources set new corporate objectives and revised its executive compensation policy to align with those objectives. As…","fields":{"slug":"/option-plan-incentives-tied-directly-to-new-corporate-objectives-cash-payments-eliminated-for-directors/"},"frontmatter":{"date":"January 24, 2016","title":"Option Plan Incentives Tied Directly to New Corporate Objectives - Cash Payments Eliminated for Directors","description":"The Board of Calico Resources set new corporate objectives and revised its executive compensation policy to align with those objectives.","author":{"id":"rajah@cobaltcounsel.com","first":"Rajah","last":"Lehal"},"tags":["ESOP","Acceleration","Human Resources","Rajah","Options and Buyback"]}}},{"node":{"excerpt":"A thorough understanding of the IP involved in a transaction is an essential first step to drafting an IP transfer or licensing agreement…","fields":{"slug":"/understanding-the-nature-of-the-ip-is-key-to-drafting-ip-transfer-and-licensing-agreements/"},"frontmatter":{"date":"January 23, 2016","title":"Blog Bite: Do you understand the nature of the IP that is being transferred?","description":"This article discusses considerations including the use granted, territory, term, exclusivity, revocability, sub-licensing, termination, exclusivity and non-exclusivity, among others.","author":{"id":"rajah@cobaltcounsel.com","first":"Rajah","last":"Lehal"},"tags":["Intellectual Property","Definition of Intellectual Property","Licence Restrictions","Grant of Licence","Commercial Activities","Rajah","IP Transfer"]}}},{"node":{"excerpt":"I was recently asked the following question: “Dealing with investors is the most common situation for NDA questions for startups. From my…","fields":{"slug":"/how-soon-is-too-soon-to-ask-for-the-nda/"},"frontmatter":{"date":"January 21, 2016","title":"How Soon is Too Soon to ask for  the NDA?","description":"This article discusses NDA alternatives for startups when dealing with investors.","author":{"id":"rajah@cobaltcounsel.com","first":"Rajah","last":"Lehal"},"tags":["NDA","Corporate Finance","Rajah"]}}},{"node":{"excerpt":"Drag-along provisions are clauses in a stock option plan or some other form of agreement which grant investors and shareholders the right to…","fields":{"slug":"/drag-along-provisions-how-when-why/"},"frontmatter":{"date":"January 17, 2016","title":"Drag-along Provisions: How, When, Why","description":"Drag-along provisions are clauses in a stock option plan or some other form of agreement which grant investors and shareholders the right to compel the founders and other stockholders to vote in favor of (or otherwise agree to) the sale, merger or other “deemed liquidation” of the company.","author":{"id":"rajah@cobaltcounsel.com","first":"Rajah","last":"Lehal"},"tags":["ESOP","Drag Along Right","Human Resources","Rajah"]}}},{"node":{"excerpt":"Triton Emission Solutions appointed a new director and Chairman of the Board. His compensation included a stock option plan. The options…","fields":{"slug":"/adjustment-clause-in-a-stock-option-plan-allows-flexibility-for-future-change/"},"frontmatter":{"date":"January 17, 2016","title":"Adjustment Clause in a Stock Option Plan Allows Flexibility for Future Change","description":"Triton Emission Solutions appointed a new director and Chairman of the Board. His compensation included a stock option plan.","author":{"id":"rajah@cobaltcounsel.com","first":"Rajah","last":"Lehal"},"tags":["ESOP","Adjustments","Human Resources","Rajah","Options and Buyback"]}}},{"node":{"excerpt":"An Australian specialist in cricket helmets wanted to break into the jockey helmet market, but couldn’t quite perfect the manufacturing…","fields":{"slug":"/background-ip-licensing-agreements-promote-innovation/"},"frontmatter":{"date":"January 16, 2016","title":"Background IP Licensing Agreements Promote Innovation","description":"Having a policy in place for sharing while protecting background IP can make or break a startup and its partners such as universities.","author":{"id":"rajah@cobaltcounsel.com","first":"Rajah","last":"Lehal"},"tags":["Intellectual Property","Grant of Licence","Background Intellectual Property","Commercial Activities","Rajah"]}}},{"node":{"excerpt":"Looking to enter into business with someone but worried information you possess will be disclosed and no longer be your secret? Have no fear…","fields":{"slug":"/advantages-of-an-nda/"},"frontmatter":{"date":"January 15, 2016","title":"Advantages of an NDA","description":"This article discusses the advantages of using an NDA.","author":{"id":"info@clausehound.com","first":"","last":null},"tags":["NDA","Long Form","Commercial Activities"]}}},{"node":{"excerpt":"What happens when leased equipment is installed in a rental property, and the tenant fails to pay the rent? The answer can depend on whether…","fields":{"slug":"/what-happens-when-leased-equipment-is-installed-in-a-rental-property/"},"frontmatter":{"date":"January 15, 2016","title":"What Happens When Leased Equipment is Installed in a Rental Property?","description":"What happens when leased equipment is installed in a rental property, and the tenant fails to pay the rent? The answer can depend on whether the equipment has become a ‘fixture’.","author":{"id":"info@clausehound.com","first":"","last":null},"tags":["Long Form","Commercial Lease","Commercial Activities"]}}},{"node":{"excerpt":"This article posted on our partner site Mondaq.com explains the benefits of a shareholders’ agreement by analogizing the agreement to a…","fields":{"slug":"/blog-bite-what-are-the-benefits-of-drafting-a-shareholders-agreement-when-i-hope-to-never-use-one/"},"frontmatter":{"date":"January 11, 2016","title":"Blog Bite: What are the benefits of drafting a shareholders' agreement when I hope to never use one?","description":"This article posted on our partner site Mondaq.com explains the benefits of a shareholders' agreement by analogizing the agreement to a marital agreement as well as descussing compulsory buy-out clauses.","author":{"id":"alina@clausehound.com","first":"Alina","last":null},"tags":["Shareholders Agreement","Mondaq","Learn","Canada (General)"]}}},{"node":{"excerpt":"SSH Communications launched a new stock option plan to give their employees incentives to work harder and stay longer with the company. The…","fields":{"slug":"/stock-option-plans-can-help-motivate-and-retain-key-employees/"},"frontmatter":{"date":"January 09, 2016","title":"Stock Option Plans Can Help Motivate and Retain Key Employees","description":"SH Communications launched a new stock option plan to give their employees incentives to work harder and stay longer with the company. The assumption is that the employee option holder will want to do everything possible to increase the company’s shareholder value.","author":{"id":"rajah@cobaltcounsel.com","first":"Rajah","last":"Lehal"},"tags":["ESOP","Purpose of Option Plan","Human Resources","Rajah","Options and Buyback"]}}},{"node":{"excerpt":"Businesses today have become increasingly reliant on software as a service (SAAS) provided by other corporations. What happens if the SAAS…","fields":{"slug":"/sole-discretion-contract-renewal/"},"frontmatter":{"date":"January 07, 2016","title":"‘Sole Discretion’ Contract Renewal","description":"Businesses today have become increasingly reliant on software as a service (SAAS) provided by other corporations. What happens if the SAAS contract is suddenly terminated or not renewed?","author":{"id":"info@clausehound.com","first":"","last":null},"tags":["Termination","Commercial Activities"]}}},{"node":{"excerpt":"Entrepreneurs and investors are rightly concerned about what rights attach to their shares, and what mechanisms are in place to protect…","fields":{"slug":"/what-rights-attach-to-your-shares/"},"frontmatter":{"date":"January 07, 2016","title":"What Rights Attach to Your Shares?","description":"Entrepreneurs and investors are rightly concerned about what rights attach to their shares, and what mechanisms are in place to protect those rights - these concerns are highlighted in a recent Ontario court decision.","author":{"id":"info@clausehound.com","first":"","last":null},"tags":["Commercial Activities","info@clausehound.com","Shareholders Agreement"]}}},{"node":{"excerpt":"Many websites use numerous brand names to compare pricing of each company’s products. Issues may arise when such ‘price-comparison’ websites…","fields":{"slug":"/can-a-competitor-use-my-trademark-on-their-website-for-comparative-pricing/"},"frontmatter":{"date":"January 05, 2016","title":"Can a competitor use my trademark on their website for comparative pricing?","description":"Many websites use numerous brand names to compare pricing of each company’s products. Issues may arise when such ‘price-comparison’ websites are using other companies’ trademark names or designs. How is a trademark protected?","author":{"id":"frahman@cobaltcounsel.com","first":"","last":null},"tags":["Intellectual Property","Trademark Registration","Ownership of Intellectual Property","Commercial Activities","frahman"]}}},{"node":{"excerpt":"A reverse stock split reduces the number of shares that a company has and is intended to increase the per-share trading place. This can be…","fields":{"slug":"/utilities-of-a-reverse-stock-split/"},"frontmatter":{"date":"January 03, 2016","title":"Utilities of a Reverse Stock Split","description":"A reverse stock split reduces the number of shares that a company has and is intended to increase the per-share trading place.","author":{"id":"rajah@cobaltcounsel.com","first":"Rajah","last":"Lehal"},"tags":["ESOP","Stock Split","Human Resources","Rajah"]}}},{"node":{"excerpt":"Parties to a commercial lease who wish to negotiate a renewal must make sure they are negotiating with the right person. For example…","fields":{"slug":"/tips-to-consider-when-renewing-a-commercial-lease/"},"frontmatter":{"date":"January 03, 2016","title":"Tips to Consider When Renewing a Commercial Lease","description":"Parties to a commercial lease who wish to negotiate a renewal must make sure they are negotiating with the right person.","author":{"id":"rajah@cobaltcounsel.com","first":"Rajah","last":"Lehal"},"tags":["Commercial Lease","Parties","Commercial Activities","Rajah"]}}},{"node":{"excerpt":"When trying to separate from a co-founder or partner, shareholders should carefully review the “shotgun” clause in their shareholders…","fields":{"slug":"/legal-tips-and-tricks-shotgun-clause/"},"frontmatter":{"date":"January 02, 2016","title":"Legal Tips and Tricks: “Shotgun Clause”","description":"When trying to separate from a co-founder or partner, shareholders should carefully review the “shotgun” clause in their shareholder’s agreement.","author":{"id":"rajah@cobaltcounsel.com","first":"Rajah","last":"Lehal"},"tags":["Compulsory Buy Sell Provision","Company Formation","Shareholders Agreement"]}}},{"node":{"excerpt":"Parties renewing a lease should ensure that the renewal terms are not contravening any laws within the jurisdiction where the agreement is…","fields":{"slug":"/commercial-leases-vs-residential-leases-in-india/"},"frontmatter":{"date":"January 02, 2016","title":"Commercial Leases vs Residential Leases in India","description":"Parties renewing a lease should ensure that the renewal terms are not contravening any laws within the jurisdiction where the agreement is being applied.","author":{"id":"rajah@cobaltcounsel.com","first":"Rajah","last":"Lehal"},"tags":["Commercial Lease","Term and Renewal","Commercial Activities","Rajah"]}}},{"node":{"excerpt":"I am often asked to either draft or review non-disclosure agreements. Within a standard agreement I will typically come across or include a…","fields":{"slug":"/protection-of-confidential-information/"},"frontmatter":{"date":"January 01, 2016","title":"Protection of Confidential Information","description":"This article discusses protection of confidential information.","author":{"id":"rajah@cobaltcounsel.com","first":"Rajah","last":"Lehal"},"tags":["NDA","Handling of Confidential Information","Safeguarding Requirements","Long Form","Technology","Commercial Activities","Rajah"]}}},{"node":{"excerpt":"Startup companies often struggle with the valuation calculation, and how to determine the number of shares to issue to a new team member. A…","fields":{"slug":"/tips-and-tricks-how-to-compensate-a-new-team-member-in-equity/"},"frontmatter":{"date":"December 27, 2015","title":"Tips and Tricks: How to Compensate a New Team Member in Equity","description":"Startup companies often struggle with the valuation calculation, and how to determine the number of shares to issue to a new team member.","author":{"id":"rajah@cobaltcounsel.com","first":"Rajah","last":"Lehal"},"tags":["ESOP","Long Form","Start-up","Valuation of Shares","Human Resources","Rajah","Articles of Incorporation","All Jurisdictions"]}}},{"node":{"excerpt":"Every season has its own charm. In North America, December brings…shopping! But January brings…bills. Credit cards and ‘buy-now-pay-later…","fields":{"slug":"/your-best-interest-interest-rates/"},"frontmatter":{"date":"December 23, 2015","title":"Your Best ‘Interest’ - Interest Rates","description":"Every season has its own charm. In North America, December brings...shopping! But January brings...bills. Credit cards and ‘buy-now-pay-later’ plans have made it ever-so-easy to spend more than we earn, so interest rates can have a huge impact on consumer finances.","author":{"id":"info@clausehound.com","first":"","last":null},"tags":["Commercial Activities","Consumer Protection"]}}},{"node":{"excerpt":"Do you ever get annoying emails from companies you’ve never heard of? Or continuous emails from a company you once agreed to receive an…","fields":{"slug":"/spam-messages-and-what-you-can-do-to-stop-them/"},"frontmatter":{"date":"December 22, 2015","title":"Spam Messages and What You can do to Stop Them","description":"Do you ever get annoying emails from companies you’ve never heard of? Or continuous emails from a company you once agreed to receive an email from years ago?","author":{"id":"info@clausehound.com","first":"","last":null},"tags":["Long Form","Technology","Business","Commercial Activities","CASL","Consumer Protection","info@clausehound.com"]}}},{"node":{"excerpt":"Everyone loves a good deal! But how do we know if the deal is really a deal? Many of us rely on the integrity of the retailer, and trust…","fields":{"slug":"/extra-charges-may-apply-when-is-a-deal-not-a-deal/"},"frontmatter":{"date":"December 21, 2015","title":"“Extra Charges May Apply”: When is a Deal Not a Deal?","description":"Everyone loves a good deal! But how do we know if the deal is really a deal? Many of us rely on the integrity of the retailer, and trust that the advertised discount is actually a discount.","author":{"id":"info@clausehound.com","first":"","last":null},"tags":["Commercial Activities","Consumer Protection","info@clausehound.com"]}}},{"node":{"excerpt":"One of the best ways to increase stockholder value is to make each employee a stockholder, and get each employee to “think like a…","fields":{"slug":"/cashing-in-on-cashless-exercise-of-esops/"},"frontmatter":{"date":"December 14, 2015","title":"Cashing in on Cashless Exercise of ESOP's","description":"One of the best ways to increase stockholder value is to make each employee a stockholder, and get each employee to 'think like a stockholder'. This has motivated many companies to offer broad based employee stock option plans.","author":{"id":"rajah@cobaltcounsel.com","first":"Rajah","last":"Lehal"},"tags":["ESOP","Cashless Exercise","Human Resources","Rajah"]}}},{"node":{"excerpt":"Many jurisdictions require not for profit corporations to register before fundraising in the jurisdiction. One important element is the…","fields":{"slug":"/non-profit-organizations-may-need-to-register-before-collecting-funds-in-a-jurisdiction/"},"frontmatter":{"date":"December 14, 2015","title":"Non Profit Organizations May Need to Register before Collecting Funds in a Jurisdiction","description":"Many jurisdictions require not for profit corporations to register before fundraising in the jurisdiction.","author":{"id":"rajah@cobaltcounsel.com","first":"Rajah","last":"Lehal"},"tags":["Not for Profit Articles of Incorporation","Registered Address","Company Formation","Rajah"]}}},{"node":{"excerpt":"Depending on the status of the not for profit corporation under applicable tax or corporate legislation (eg. charitable/not for public…","fields":{"slug":"/non-profit-organizations-may-be-required-to-appoint-independent-directors/"},"frontmatter":{"date":"December 12, 2015","title":"Non Profit Organizations May Be Required to Appoint Independent Directors","description":"Depending on the status of the not for profit corporation under applicable tax or corporate legislation, the members may be required to appoint a stated percentage of independent directors.","author":{"id":"rajah@cobaltcounsel.com","first":"Rajah","last":"Lehal"},"tags":["Not for Profit Articles of Incorporation","Appointing and Removing Directors","Company Formation","Rajah"]}}},{"node":{"excerpt":"According to this article, from 2000 to 2012 productivity went up about 25%, but wages increased only about 7%. Where is the wealth going…","fields":{"slug":"/can-esops-help-improve-the-financial-position-of-the-middle-class/"},"frontmatter":{"date":"December 12, 2015","title":"Can ESOP's Help Improve the Financial Position of the Middle Class?","description":"According to a referenced article, from 2000 to 2012 productivity went up about 25%, but wages increased only about 7% in the United States. Fairly structured ESOP's may be a mechanism for promoting employee engagement and improved financial stability of the middle class..","author":{"id":"rajah@cobaltcounsel.com","first":"Rajah","last":"Lehal"},"tags":["ESOP","Taxation","Human Resources","Rajah"]}}},{"node":{"excerpt":"Is my message spam? Are you trying to use the web to reach out to as many people as you can to build your business? - Not so fast! Canada’s…","fields":{"slug":"/cem-casl-part-ii-b2b-messages-and-the-concept-of-consent/"},"frontmatter":{"date":"December 11, 2015","title":"CASL Part II: B2B Messages and the Concept of Consent","description":"Are you trying to use the web to reach out to as many people as you can to build your business? - Not so fast! Canada’s new anti-spam legislation (“CASL”), which came into force July 1, 2014, creates restraints on your ability to do this if you are sending commercial electronic messages (“CEM”).","author":{"id":"info@clausehound.com","first":"","last":null},"tags":["Long Form","Technology","Business","Commercial Activities","CASL","info@clausehound.com"]}}},{"node":{"excerpt":"What’s in a name? Trademarks are the name, design, brand or logo that represent the products and services a company offers. They can be the…","fields":{"slug":"/protect-your-goodwill-register-your-trademark/"},"frontmatter":{"date":"December 11, 2015","title":"Protect Your Goodwill - Register Your Trademark!","description":"Trademarks are the name, design, brand or logo that represent the products and services a company offers, they can be the major reason why consumers purchase the product or service.","author":{"id":"frahman@cobaltcounsel.com","first":"","last":null},"tags":["Intellectual Property","Long Form","Trademark Registration","Ownership of Intellectual Property","Commercial Activities","frahman"]}}},{"node":{"excerpt":"Status as a not for profit corporation does not automatically qualify a corporation for exemption from property taxes. The legal tests vary…","fields":{"slug":"/a-not-for-profit-is-not-always-eligibile-for-property-tax-exemptions/"},"frontmatter":{"date":"December 05, 2015","title":"A Not for Profit is Not Always Eligibile for Property Tax Exemptions","description":"Status as a not for profit corporation does not automatically qualify a corporation for exemption from property taxes.","author":{"id":"rajah@cobaltcounsel.com","first":"Rajah","last":"Lehal"},"tags":["Corporation Type","Not for Profit Articles of Incorporation","Company Formation","Rajah"]}}},{"node":{"excerpt":"The other day I was at the library with my 10 year old son. I bumped into a bookshelf next to the children’s section and a book fell to the…","fields":{"slug":"/property-powers-of-attorney-why-you-need-one/"},"frontmatter":{"date":"December 03, 2015","title":"Property Powers of Attorney - Why You Need One","description":"The other day I was at the library with my 10-year old son. I bumped into a bookshelf next to the children’s section and a book fell to the floor. I picked it up and was surprised to note that the book was an introduction to the topic of powers of attorney, written for the general public. As I glanced through it a title caught my eye: 'If powers of attorney are important, why do so few people have them?' Why indeed?","author":{"id":"info@clausehound.com","first":"","last":null},"tags":["Long Form","Business","Commercial Activities"]}}},{"node":{"excerpt":"In order to prevent the growing threat of debit and credit card fraud, in 2006, major credit card payment brands such as Visa and Mastercard…","fields":{"slug":"/do-i-need-to-be-pci-compliant-a-brief-look-into-pci-compliance/"},"frontmatter":{"date":"December 03, 2015","title":"“Do I need to be PCI compliant? 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CASL…","fields":{"slug":"/canadas-anti-spam-legislation-what-you-need-to-know/"},"frontmatter":{"date":"December 03, 2015","title":"Canada’s Anti-Spam Legislation: What You Need to Know","description":"This article provides an overview of Canada's Anti-Spam Legislation.","author":{"id":"info@clausehound.com","first":"","last":null},"tags":["Employment Agreement","Long Form","Business","Commercial Activities"]}}},{"node":{"excerpt":"Record high numbers of people are quitting their jobs to start their own businesses. This rise in entrepreneurial pursuits is creating an…","fields":{"slug":"/how-to-identify-harmful-clauses-and-avoid-litigation/"},"frontmatter":{"date":"December 01, 2015","title":"How to Identify Harmful Clauses and Avoid Litigation","description":"Record high numbers of people are quitting their jobs to start their own businesses. This rise in entrepreneurial pursuits is creating an opportunity for tenant-only commercial real estate leasing agents.","author":{"id":"natalka@clausehound.com","first":"Natalka","last":"Falcomer"},"tags":["Commercial Lease","Commercial Activities","Natalka"]}}},{"node":{"excerpt":"If you’re trying to decide between compensation strategies, “cash is king”.  However, for both early stage companies where cash may not be…","fields":{"slug":"/employee-stock-ownership-plan-characteristics/"},"frontmatter":{"date":"November 29, 2015","title":"Employee Stock Ownership Plan Characteristics","description":"This article discusses various employee stock plan characteristics.","author":{"id":"rajah@cobaltcounsel.com","first":"Rajah","last":"Lehal"},"tags":["ESOP","Exercise of Options","Termination","Employment Agreement","Rights of Option Holders","Human Resources","Rajah"]}}},{"node":{"excerpt":"Under Sleep Train’s ESOP, employees acquired 26% of the shares of the company. Sleep Train had contributed funds out of its profits to…","fields":{"slug":"/sleep-train-esop-terminated-after-takeover-by-mattress-firm/"},"frontmatter":{"date":"November 29, 2015","title":"Sleep Train ESOP Terminated after Takeover by Mattress Firm","description":"Even on company acquisitions, an ESOP can be used creatively to both share company profits with employees and provide assets for a retirement plan.","author":{"id":"rajah@cobaltcounsel.com","first":"Rajah","last":"Lehal"},"tags":["ESOP","Termination of the Plan","Human Resources","Rajah"]}}},{"node":{"excerpt":"This article argues that maximizing shareholder returns is not the best way to run a sustainable for-profit corporation. The author points…","fields":{"slug":"/some-b-corps-are-using-esops-to-unite-stakeholders-interests/"},"frontmatter":{"date":"November 28, 2015","title":"Some B Corps are using ESOP's to Unite Stakeholders' Interests","description":"This article argues that maximizing shareholder returns is not the best way to run a sustainable for-profit corporation.","author":{"id":"rajah@cobaltcounsel.com","first":"Rajah","last":"Lehal"},"tags":["ESOP","Plan Administrator","Human Resources","Rajah"]}}},{"node":{"excerpt":"Links from this article: Read the article here. Many people are in favour of green energy projects, and in Ontario this would include wind…","fields":{"slug":"/wind-turbines-the-high-costs-of-opposition/"},"frontmatter":{"date":"November 23, 2015","title":"Wind Turbines: The High Costs of Opposition","description":"Many people are in favour of green energy projects, and in Ontario this would include wind turbine pro...","author":{"id":"rajah@cobaltcounsel.com","first":"Rajah","last":"Lehal"},"tags":["Farming Law","Rajah"]}}},{"node":{"excerpt":"Links from this article: Read the article here. The cultural image of the family farm with a red barn, some chickens and a family sized…","fields":{"slug":"/farming-is-a-legally-complex-business/"},"frontmatter":{"date":"November 19, 2015","title":"Farming is a (Legally) Complex Business!","description":"The cultural image of the family farm with a red barn, some chickens and a family sized country kitchen...","author":{"id":"rajah@cobaltcounsel.com","first":"Rajah","last":"Lehal"},"tags":["Farming Law","Rajah"]}}},{"node":{"excerpt":"An expert opinion is usually needed to determine whether this would be a worthwhile effort. Depending on the circumstances, if a settlement…","fields":{"slug":"/understanding-the-expropriation-process-making-the-best-decisions-in-a-high-pressure-situation/"},"frontmatter":{"date":"November 18, 2015","title":"Understanding the Expropriation Process: Making the Best Decisions In a High Pressure Situation","description":"Land owners faced with expropriation are quickly plunged into a complex, time sensitive, stressful and often unpleasant pr...","author":{"id":"rajah@cobaltcounsel.com","first":"Rajah","last":"Lehal"},"tags":["Commercial Activities","Farming Law","Expropriation","Rajah"]}}},{"node":{"excerpt":"Some companies may open up their API to third party developers without an API license agreement (“going naked”), however this can cause…","fields":{"slug":"/why-you-need-an-api-license-agreement/"},"frontmatter":{"date":"November 15, 2015","title":"Why You Need an API License Agreement","description":"Some companies may open up their API to third party developers without an API license agreement ('going naked'), however this can cause problems and lead companies to later need to create a license and restrict what developers are doing.","author":{"id":"rajah@cobaltcounsel.com","first":"Rajah","last":"Lehal"},"tags":["API","Grant of License","Commercial Activities","Rajah"]}}},{"node":{"excerpt":"When drafting an API licensing agreement, it may be prudent to consider that the less one-sided the restrictions are, the more the API will…","fields":{"slug":"/open-source-code-allows-your-community-to-give-helpful-feedback/"},"frontmatter":{"date":"November 14, 2015","title":"Open Source Code (API) Allows Your Community to Give Helpful Feedback","description":"When drafting an API licensing agreement, it may be prudent to consider that the less one-sided the restrictions are, the more the API will attract innovation by open source developers.","author":{"id":"rajah@cobaltcounsel.com","first":"Rajah","last":"Lehal"},"tags":["API","Commercial Activities","Rajah"]}}},{"node":{"excerpt":"Links from this article: Read the article here. The old adage “the customer is always right!” applies to farming as it does to every…","fields":{"slug":"/understanding-crop-demand-by-importing-countries-and-their-regulations/"},"frontmatter":{"date":"November 05, 2015","title":"Understanding Crop Demand by Importing Countries and Their Regulations","description":"The old adage 'the customer is always right!' applies to farming as it does to every industry. Grain c...","author":{"id":"rajah@cobaltcounsel.com","first":"Rajah","last":"Lehal"},"tags":["Farming Law","Rajah"]}}},{"node":{"excerpt":"It felt like I had a gun to my head: either lease up one of the most unpopular rundown buildings in Alberta or go bust. We made a classic…","fields":{"slug":"/why-you-have-to-care-about-exclusive-use-clauses/"},"frontmatter":{"date":"November 02, 2015","title":"Why You Have to Care About Exclusive Use Clauses","description":"It felt like I had a gun to my head: either lease up one of the most unpopular rundown builings in Alberta or go bust.","author":{"id":"natalka@clausehound.com","first":"Natalka","last":"Falcomer"},"tags":["Commercial Lease","Commercial Activities","Natalka"]}}},{"node":{"excerpt":"The reverse stock split is intended to increase the per-share trading price, in order to satisfy the $1 minimum bid price requirement for…","fields":{"slug":"/reverse-stock-split-impacts-company-esop/"},"frontmatter":{"date":"November 01, 2015","title":"Reverse Stock Split Impacts Company ESOP","description":"The reverse stock split is intended to increase the per-share trading price, in order to satisfy the $1 minimum bid price requirement for continued listing on the NASDAQ Capital Market.","author":{"id":"rajah@cobaltcounsel.com","first":"Rajah","last":"Lehal"},"tags":["ESOP","Adjustments","Human Resources","Rajah"]}}},{"node":{"excerpt":"The way ESOPs usually work in startup companies is by issuing the options with a vesting period, usually four (4) years. Once the shares are…","fields":{"slug":"/is-your-company-esop-worth-the-paper-its-printed-on/"},"frontmatter":{"date":"October 31, 2015","title":"Is Your Company ESOP Worth the Paper it's Printed On?","description":"The way ESOPs usually work in startup companies is by issuing the options with a vesting period, usually four years. Once the shares are vested an optionee may purchase and own the shares. However, Skype followed different conventions.","author":{"id":"rajah@cobaltcounsel.com","first":"Rajah","last":"Lehal"},"tags":["ESOP","Expiry of Options","Human Resources","Rajah"]}}},{"node":{"excerpt":"A critical part of a company acquisition is ensuring that the transaction is not missing any of the consents required of the contractual…","fields":{"slug":"/legal-tips-and-tricks-prepping-your-contracts-for-acquisition/"},"frontmatter":{"date":"October 28, 2015","title":"Legal Tips and Tricks: Prepping Your Contracts for Acquisition","description":"A critical part of a company acquisition is ensuring that the transaction is not missing any of the consents required of the contractual counterparties.","author":{"id":"rajah@cobaltcounsel.com","first":"Rajah","last":"Lehal"},"tags":["Employee","Long Form","Business","Acquisition","Privacy Policy","Assignment","Mergers and Acquisition","Rajah","Option Agreement"]}}},{"node":{"excerpt":"Links from this article: shareholder concerns will be brought forward by such independent member of the board Many early stage companies are…","fields":{"slug":"/role-of-the-board-of-directors-to-protect-the-investors/"},"frontmatter":{"date":"October 28, 2015","title":"Role of the Board of Directors: To Protect the Investors","description":"A Unanimous Shareholder Agreement is sensible when there are a small number of shareholders, however as a company start to grow, decision making will start to occur not by shareholder decision but instead, at a meeting of the board of directors","author":{"id":"rajah@cobaltcounsel.com","first":"Rajah","last":"Lehal"},"tags":["Corporation","Board of Directors","Investor","Term Sheet","Company Formation","Shareholders Agreement","Investor Term Sheet"]}}},{"node":{"excerpt":"Not for profit corporations must make money to ‘stay in business’, but how the amount of surplus income and the purposes for which it is…","fields":{"slug":"/not-for-profit-doesnt-mean-that-the-books-dont-need-to-balance/"},"frontmatter":{"date":"October 28, 2015","title":"Not For Profit Doesn't Mean that the Books Don't Need to Balance!","description":"Not for profit corporations must make money to 'stay in business', but how the amount of surplus income and the purposes for which it is made is treated by tax authorities, may vary from jurisdiction to jurisdiction.","author":{"id":"rajah@cobaltcounsel.com","first":"Rajah","last":"Lehal"},"tags":["Corporation Type","Not for Profit Articles of Incorporation","Company Formation","Rajah"]}}},{"node":{"excerpt":"FTI Consulting granted ‘Employment Inducement Awards’ to induce its new Chief Strategy and Transformation Officer to join the company. The…","fields":{"slug":"/employment-inducement-awards-for-chief-executive-includes-acceleration-clause-in-stock-option-plan/"},"frontmatter":{"date":"October 28, 2015","title":"Employment Inducement Awards for Chief Executive Includes Acceleration Clause in Stock Option Plan","description":"FTI Consulting granted 'Employment Inducement Awards' to induce its new Chief Strategy and Transformation Officer to join the company. The Inducement Awards included a stock option grant that was 'outside of the shareholder approved program' but 'subject to the same terms and conditions'.","author":{"id":"rajah@cobaltcounsel.com","first":"Rajah","last":"Lehal"},"tags":["ESOP","Acceleration","Human Resources","Rajah"]}}},{"node":{"excerpt":"With the market recovering and stabilizing in 2014, ESOP’s became very popular in the financial sector. ESOP’s are a tool for the retention…","fields":{"slug":"/esops-become-increasingly-popular-in-the-financial-sector/"},"frontmatter":{"date":"October 28, 2015","title":"ESOP's Become Increasingly Popular in the Financial Sector","description":"With the market recovering and stabilizing in 2014, ESOP's became a tool for the retention and motivation of employees especially in the financial sector.","author":{"id":"rajah@cobaltcounsel.com","first":"Rajah","last":"Lehal"},"tags":["ESOP","Purpose of Option Plan","Human Resources","Rajah"]}}},{"node":{"excerpt":"What is Docstoc? The go-to business to for business related documents and cloud file sharing, Docstoc, is closing down on December 1st, 201…","fields":{"slug":"/docstoc-is-shutting-down-and-urging-users-to-download-their-documents-before-closure/"},"frontmatter":{"date":"October 27, 2015","title":"Docstoc is Shutting Down and Urging Users to Download Their Documents Before Closure","description":"What is Docstoc? The go-to business to for business related documents and cloud file sharing, Docstoc, is closing down on December 1st, 2015. Docstoc operated with the target market of small or start...","author":{"id":"rajah@cobaltcounsel.com","first":"Rajah","last":"Lehal"},"tags":["Tech News","Commercial Activities","Rajah"]}}},{"node":{"excerpt":"The most hated of lease clauses - the insurance clause - is not only frequently ignored, but also poorly understood by almost everyone in…","fields":{"slug":"/why-you-have-to-care-about-insurance-clauses/"},"frontmatter":{"date":"October 16, 2015","title":"Why You Have to Care About Insurance Clauses","description":"The most hated of lease clauses - the Insurance Clause - is not only frequently ignored, but also poorly understood by almost everyone in the real estate industry. And that includes real estate lawyers. Yet, it can be the most dangerous.","author":{"id":"natalka@clausehound.com","first":"Natalka","last":"Falcomer"},"tags":["Commercial Lease","Commercial Activities","Natalka"]}}},{"node":{"excerpt":"This article considers the not uncommon situation where a senior falls in love with another senior and decides to marry. Both spouses have…","fields":{"slug":"/gramma-might-need-a-prenup-too/"},"frontmatter":{"date":"October 15, 2015","title":"Gramma Might Need a Prenup Too","description":"This article considers the not uncommon situation where a senior falls in love with another senior and decides to marry.","author":{"id":"rajah@cobaltcounsel.com","first":"Rajah","last":"Lehal"},"tags":["Marriage Contract","Waivers and Releases","Commercial Activities","Rajah"]}}},{"node":{"excerpt":"If a spouse operates or owns a family business, one strategy to protect that business would be to enter into a marriage contract that…","fields":{"slug":"/is-a-waiver-a-good-strategy-to-protect-a-family-business-from-marital-breakup/"},"frontmatter":{"date":"October 14, 2015","title":"Is a Waiver a Good Strategy to Protect a Family Business from Marital Breakup?","description":"If a spouse operates or owns a family business, one strategy to protect that business would be to enter into a marriage contract that contains a waiver by the non-owner spouse of the owner spouse’s interest in the business.","author":{"id":"info@clausehound.com","first":"","last":null},"tags":["Marriage Contract","Waivers and Releases","Commercial Activities","info@clausehound.com"]}}},{"node":{"excerpt":"The article discusses the objectives and benefits of an open API license, which are similar to a software license. These include defining…","fields":{"slug":"/licensing-of-open-apis/"},"frontmatter":{"date":"October 14, 2015","title":"Licensing of Open APIs","description":"The article discusses the objectives and benefits of an open API license, which are similar to a software license.","author":{"id":"rajah@cobaltcounsel.com","first":"Rajah","last":"Lehal"},"tags":["API","Grant of License","Commercial Activities","Rajah"]}}},{"node":{"excerpt":"Apple’s Licensing Restrictions - Do They Violate Competition Laws? Apple’s streaming music service has attracted a great deal of attention…","fields":{"slug":"/apples-licensing-restrictions-do-they-violate-competition-laws/"},"frontmatter":{"date":"October 14, 2015","title":"Apple's Licensing Restrictions - Do They Violate Competition Laws?","description":"Apple's streaming music service has attracted a great deal of attention, from both music lovers and consumer interest groups alike.","author":{"id":"rajah@cobaltcounsel.com","first":"Rajah","last":"Lehal"},"tags":["API","License Restrictions","Commercial Activities","Rajah"]}}},{"node":{"excerpt":"“United States: Don’t Throw The Class Waiver Baby Out With The Arbitration Agreement Bathwater”, looks at a Supreme Court decision in 201…","fields":{"slug":"/blog-bite-should-and-will-segments-of-unconscionable-provisions-remain/"},"frontmatter":{"date":"October 14, 2015","title":"Blog Bite: Should and will segments of unconscionable provisions remain?","description":"This article posted on our partner site Mondaq.com looks at a Supreme Court decision in 2011 which mandated that courts should not dump the entire agreement as long as it can be enforced after severing the provisions which are unconscionable.","author":{"id":"alina@clausehound.com","first":"Alina","last":null},"tags":["Entire Agreement","Severability","Mondaq","Learn","USA"]}}},{"node":{"excerpt":"Since Twitter will no longer be selling its firehose data (full, unfiltered stream of tweets available from the service) to third party…","fields":{"slug":"/the-shut-off-of-twitters-firehose-is-a-hazard-of-the-api-economy/"},"frontmatter":{"date":"October 11, 2015","title":"The Shut-Off of Twitter's Firehose is a Hazard of the API Economy","description":"Since Twitter will no longer be selling its firehose data (full, unfiltered stream of tweets available from the service) to third party sellers, but will license the data to users of its API, it is important to be a licensee/subscriber to Twitter's API set in order to access the huge amounts of real time-data that Twitter has to offer as a social media giant.","author":{"id":"rajah@cobaltcounsel.com","first":"Rajah","last":"Lehal"},"tags":["API","Grant of License","Commercial Activities","Rajah"]}}},{"node":{"excerpt":"Parties to a marriage contract cannot waive their obligations to provide support for their own children. However, if your spouse has brought…","fields":{"slug":"/marriage-contracts-and-child-support/"},"frontmatter":{"date":"October 10, 2015","title":"Marriage Contracts and Child Support","description":"Parties to a marriage contract cannot waive their obligations to provide support for their own children.","author":{"id":"info@clausehound.com","first":"","last":null},"tags":["Marriage Contract","Waivers and Releases","Commercial Activities","info@clausehound.com"]}}},{"node":{"excerpt":"Controlling the license of the brand is important for both the licensor and the licensee. An API license allows a licensor to increase its…","fields":{"slug":"/market-pressure-may-ease-data-restrictions/"},"frontmatter":{"date":"October 10, 2015","title":"Market Pressure May Ease Data Restrictions","description":"Controlling the license of the brand is important for both the licensor and the licensee. An API license allows a licensor to increase its brand recognition.","author":{"id":"rajah@cobaltcounsel.com","first":"Rajah","last":"Lehal"},"tags":["API","Data Restrictions","Commercial Activities","Rajah"]}}},{"node":{"excerpt":"The article India: Whether Indian Parties Can Choose Foreign Law To Settle Disputes? uses case law to illustrate that the Courts in India…","fields":{"slug":"/blog-bite-can-parties-in-india-agree-to-settle-disputes-using-foreign-law/"},"frontmatter":{"date":"October 09, 2015","title":"Blog Bite: Can parties in India agree to settle disputes using foreign law?","description":"This article posted on our partner site Mondaq.com uses case law to illustrate that the Courts in India have not offered consistent decision whether parties can rely on foreign law to settle disputes.","author":{"id":"alina@clausehound.com","first":"Alina","last":null},"tags":["Governing Law","Mondaq","Learn","India"]}}},{"node":{"excerpt":"If a social media site wants to attract attention or encourage community participation, it may consider giving API licences to third parties…","fields":{"slug":"/passionate-users-will-appreciate-an-excellent-api-licence/"},"frontmatter":{"date":"October 08, 2015","title":"Passionate Users Will Appreciate an Excellent API Licence","description":"If a social media site wants to attract attention or encourage community participation, it may consider giving API licences to third parties. This way, passionate members can transform their ideas into reality and benefit the application.","author":{"id":"info@clausehound.com","first":"","last":null},"tags":["API","License Restrictions","Commercial Activities","info@clausehound.com"]}}},{"node":{"excerpt":"Compliance with the privacy policy of the API licensor is an important term and condition of using the API. If the licensor is bound by…","fields":{"slug":"/compliance-with-privacy-policy-essential-for-api-use/"},"frontmatter":{"date":"October 06, 2015","title":"Compliance with Privacy Policy Essential for API Use","description":"Compliance with the privacy policy of the API licensor is an important term and condition of using the API. If the licensor is bound by privacy rules and is not allowed to retain private data, then the licensee should be prohibited from retaining data as well.","author":{"id":"rajah@cobaltcounsel.com","first":"Rajah","last":"Lehal"},"tags":["API","License Restrictions","Commercial Activities","Rajah"]}}},{"node":{"excerpt":"The article discusses the high profile case of McCain v. McCain (currently on appeal to the ONCA). After 15 years of marriage, the spouses…","fields":{"slug":"/was-the-marriage-contract-signed-under-duress/"},"frontmatter":{"date":"October 04, 2015","title":"Was the Marriage Contract Signed under Duress?","description":"The article discusses the high profile case of McCain v. McCain (currently on appeal to the ONCA). After 15 years of marriage, the spouses entered into a marriage contract under which the wife waived her equalization and support rights..","author":{"id":"rajah@cobaltcounsel.com","first":"Rajah","last":"Lehal"},"tags":["Marriage Contract","Waivers and Releases","Commercial Activities","Rajah"]}}},{"node":{"excerpt":"In Ontario, there is a default statutory regime that governs matrimonial property. However, if a couple preparing to wed or an already…","fields":{"slug":"/the-marriage-contract-is-a-couples-self-made-law/"},"frontmatter":{"date":"October 04, 2015","title":"The Marriage Contract is a Couple’s Self-Made Law","description":"In Ontario, there is a default statutory regime that governs matrimonial property. However, if a couple preparing to wed or an already married couple wishes to avoid the default statutory regime, the couple may opt out of the regime by signing a marriage contract in which the couple shapes its own rights regarding property division.","author":{"id":"rajah@cobaltcounsel.com","first":"Rajah","last":"Lehal"},"tags":["Purpose","Marriage Contract","Commercial Activities","Rajah"]}}},{"node":{"excerpt":"A marriage contract can save grief and tension between two splitting parties. By outlining the terms, prior to the dissolution of the…","fields":{"slug":"/no-marriage-contract-a-60-million-mistake-for-gwen-stefani/"},"frontmatter":{"date":"October 02, 2015","title":"No Marriage Contract: a $60 Million Mistake for Gwen Stefani?","description":"A marriage contract can save grief and tension between two splitting parties. By outlining the terms, prior to the dissolution of the relationship, and before the relationship/marriage begins, both parties will be very aware of the division of assets should the marriage fail.","author":{"id":"rajah@cobaltcounsel.com","first":"Rajah","last":"Lehal"},"tags":["Marriage Contract","Prenuptial Agreements","Commercial Activities","Rajah"]}}},{"node":{"excerpt":"An open source API will allow developers to attach services to the software platform that they are using. This can help even on platforms…","fields":{"slug":"/encrypted-message-platform-to-meet-regulatory-requirements-for-financial-institutions-by-storing-message-content-for-several-years/"},"frontmatter":{"date":"October 01, 2015","title":"Encrypted Message Platform to Meet Regulatory Requirements for Financial Institutions by Storing Message Content for Several Years","description":"An open source API will allow developers to attach services to the software platform that they are using. 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A VPN is a virtual private network that many people use to avoid geographic restrictions for the content Netflix provides.","author":{"id":"rajah@cobaltcounsel.com","first":"Rajah","last":"Lehal"},"tags":["Termination","Website Terms of Use","Commercial Activities","Rajah"]}}},{"node":{"excerpt":"Photographers normally own the copyright to their photos, unless they are hired to take the photo, in which case, unless the agreement…","fields":{"slug":"/rights-grabbing-agreements-transfer-copyright-to-subject-of-photo/"},"frontmatter":{"date":"August 28, 2015","title":"Rights Grabbing Agreements Transfer Copyright to Subject of Photo","description":"Photographers normally own the copyright to their photos, unless they are hired to take the photo, in which case, unless the agreement specifies otherwise, the person who hired them owns the copyright. ","author":{"id":"rajah@cobaltcounsel.com","first":"Rajah","last":"Lehal"},"tags":["Intellectual Property","Intellectual Property Transfer","Licence Restrictions","Commercial Activities","Rajah"]}}},{"node":{"excerpt":"The Financial Accounting Standards Board and the International Accounting Standards Board have issued new rules that offer a one-stop…","fields":{"slug":"/consultants-should-review-compensation-packages-in-light-of-new-accounting-rules/"},"frontmatter":{"date":"August 27, 2015","title":"Consultants Should Review Compensation Packages in Light of New Accounting Rules","description":"The Financial Accounting Standards Board and the International Accounting Standards Board have issued new rules that offer a one-stop, comprehensive source for how companies and nonprofit enterprises are to report revenue.","author":{"id":"rajah@cobaltcounsel.com","first":"Rajah","last":"Lehal"},"tags":["Consulting Agreement","Compensation","Human Resources","Rajah"]}}},{"node":{"excerpt":"This article provides a good explanation on the definition of representations and warranties at the end of the first section, and their use…","fields":{"slug":"/representations-may-be-limited-by-the-schedules-to-the-asset-purchase-agreement/"},"frontmatter":{"date":"August 27, 2015","title":"What's in a rep - how reps and warranties work to protect the acquirer.","description":"This article provides a good explanation on the definition of representations and warranties at the end of the first section, and their use in protecting an asset or share purchaser.","author":{"id":"rajah@cobaltcounsel.com","first":"Rajah","last":"Lehal"},"tags":["Asset Purchase Agreement","Representations and Warranties","Commercial Activities","Rajah"]}}},{"node":{"excerpt":"When drafting a distribution agreement, the parties should ensure that each party has the right to terminate the agreement under certain…","fields":{"slug":"/termination-clauses-in-distribution-agreements/"},"frontmatter":{"date":"August 27, 2015","title":"Termination Clauses in Distribution Agreements","description":"When drafting a distribution agreement, the parties should ensure that each party has the right to terminate the agreement under certain circumstances.","author":{"id":"info@clausehound.com","first":"","last":null},"tags":["Termination","Distribution Agreement","Commercial Activities","info@clausehound.com"]}}},{"node":{"excerpt":"Both vendors and purchasers have a strong interest in ensuring that the ownership of all liabilities has been clearly allocated by the APA…","fields":{"slug":"/has-the-particular-liability-been-specifically-assumed-excluded-or-not-mentioned-in-the-apa/"},"frontmatter":{"date":"August 25, 2015","title":"Has the Particular Liability Been Specifically Assumed, Excluded or Not Mentioned in the Apa?","description":"Both vendors and purchasers have a strong interest in ensuring that the ownership of all liabilities has been clearly allocated by the APA. When drafting an asset purchase agreement, the buyer will likely negotiate for narrow assumed liability and broad excluded liability.","author":{"id":"rajah@cobaltcounsel.com","first":"Rajah","last":"Lehal"},"tags":["Limitation of Liability","Asset Purchase Agreement","Commercial Activities","Rajah"]}}},{"node":{"excerpt":"Website Terms of Use for application program interfaces (“API’s”) for programs that are designed to work with that website often contain a…","fields":{"slug":"/due-diligence-is-required-before-developing-software-that-operates-with-a-social-media-platform/"},"frontmatter":{"date":"August 22, 2015","title":"Due Diligence is Required before developing software that operates with a social media platform","description":"Website Terms of Use for application program interfaces ('API's') for programs that are designed to work with that website often contain a representation that the developer owns the IP connected with that API, and that the software does not infringe on the IP rights of third parties.","author":{"id":"rajah@cobaltcounsel.com","first":"Rajah","last":"Lehal"},"tags":["Representations and Warranties","Website Terms of Use","Commercial Activities","Rajah"]}}},{"node":{"excerpt":"The article Canada: Indemnity Clause And Limitation Of Liability In Business Acquisition Transactions looks at how limitation of liability…","fields":{"slug":"/blog-bite-how-can-limitation-of-liability-be-used-to-negotiate-on-indemnities/"},"frontmatter":{"date":"August 20, 2015","title":"Blog Bite: How can limitation of liability be used to negotiate on indemnities?","description":"This article posted on our partner site Mondaq.com looks at how limitation of liability is negotiated against indemnity through measures like caps, time periods, and using qualifying language in the agreement.","author":{"id":"alina@clausehound.com","first":"Alina","last":null},"tags":["Liability","Indemnity","Learn","Canada (General)"]}}},{"node":{"excerpt":"Distributing an app in the Google or Apple app stores? It would be wise to carefully review the distribution agreements that come along with…","fields":{"slug":"/distribution-agreements-and-app-stores/"},"frontmatter":{"date":"August 20, 2015","title":"Distribution Agreements and App Stores","description":"Distributing an app in the Google or Apple app stores? It would be wise to carefully review distribution agreements that come along with these two stores.","author":{"id":"rajah@cobaltcounsel.com","first":"Rajah","last":"Lehal"},"tags":["Indemnity","Distribution Agreement","Commercial Activities","Rajah"]}}},{"node":{"excerpt":"Some jurisdictions, including California, permit only post-acquisition non-competes, in order to protect a purchaser’s interest in…","fields":{"slug":"/non-compete-in-an-asset-purchase-agreement-is-enforceable-but-it-may-not-be-in-an-employment-agreement/"},"frontmatter":{"date":"August 20, 2015","title":"Non-Compete in an Asset Purchase Agreement is Enforceable, but It May Not Be in an Employment Agreement","description":"Some jurisdictions, including California, permit only post-acquisition non-competes, in order to protect a purchaser’s interest in capitalizing on acquired goodwill for a limited period.","author":{"id":"rajah@cobaltcounsel.com","first":"Rajah","last":"Lehal"},"tags":["Restrictive Covenants","Asset Purchase Agreement","Commercial Activities","Rajah"]}}},{"node":{"excerpt":"“Canada: Court Of Appeal Clarifies Enforceability Of Entire Agreement Clauses”, uses case law to discuss the enforceability of entire…","fields":{"slug":"/blog-bite-does-an-entire-agreement-clause-keep-pre-and-post-contractual-considerations-from-being-introduced-to-court/"},"frontmatter":{"date":"August 18, 2015","title":"Blog Bite: Does an entire agreement clause keep pre- and post-contractual considerations from being introduced to court?","description":"This article posted on our partner site Mondaq.com uses case law to discuss the enforceability of entire agreement clauses since courts are more and more taking into account pre-contractual and post-contractual details in cases.","author":{"id":"alina@clausehound.com","first":"Alina","last":null},"tags":["Entire Agreement","Mondaq","Learn","Canada (ON)"]}}},{"node":{"excerpt":"A municipality was served with a notice of arbitration disputing the valuation of expropriated land five (5) years after the expropriation…","fields":{"slug":"/lack-of-time-limit-results-in-filing-of-arbitration-notice-5-years-after-dispute-arose/"},"frontmatter":{"date":"August 18, 2015","title":"Lack of Time Limit Results in Filing of Arbitration Notice Five (5) Years After Dispute Arose","description":"A municipality was served with a notice of arbitration disputing the valuation of expropriated land five (5) years after the expropriation, because there was no time limit on the ability to file a notice.","author":{"id":"rajah@cobaltcounsel.com","first":"Rajah","last":"Lehal"},"tags":["Dispute Resolution","Notice of Arbitration","Dispute Resolution","Rajah"]}}},{"node":{"excerpt":"A settlement is beneficial to the defendant in two (2) distinctive ways. It terminates the legal action, and permits the defendant to end…","fields":{"slug":"/800000-purchases-universitys-release-from-sexual-assault-litigation/"},"frontmatter":{"date":"August 17, 2015","title":"$800,000 Purchases University's Release From Sexual Assault Litigation","description":"A settlement is beneficial to the defendant in two distinctive ways. It terminates the legal action, and permits the defendant to end the litigation without admitting to any wrongdoing.","author":{"id":"rajah@cobaltcounsel.com","first":"Rajah","last":"Lehal"},"tags":["No Admission of Wrongdoing","Settlement Agreement","Dispute Resolution","Rajah"]}}},{"node":{"excerpt":"The article discusses an employee’s general duty of confidentiality to an employer. Although there are some circumstances where there is an…","fields":{"slug":"/inter-lapping-business-documents-and-employees-private-property/"},"frontmatter":{"date":"August 14, 2015","title":"Inter-lapping Business Documents and Employees' Private Property","description":"This article discusses an employee's general duty of confidentiality to an employer.","author":{"id":"rajah@cobaltcounsel.com","first":"Rajah","last":"Lehal"},"tags":["Confidentiality","NDA","Confidential Information","Employment","Confidentiality Agreement","Rajah"]}}},{"node":{"excerpt":"Every business is concerned about others infringing their intellectual property rights. But all businesses need to be concerned about the…","fields":{"slug":"/businesses-need-to-be-concerned-about-infringing-the-ip-of-other-businesses/"},"frontmatter":{"date":"August 12, 2015","title":"Businesses Need to be Concerned About Infringing the IP of Other Businesses","description":"Every business is concerned about others infringing their intellectual property rights, though businesses need to be concerned about the possibility that they may be infringing the intellectual property rights of others.","author":{"id":"rajah@cobaltcounsel.com","first":"Rajah","last":"Lehal"},"tags":["Intellectual Property","Infringement of Third Party Intellectual Property","Commercial Activities","Rajah"]}}},{"node":{"excerpt":"Consulting agreements are often structured carefully to make it clear that the nature of the relationship is not an employment relationship…","fields":{"slug":"/employee-or-consultant/"},"frontmatter":{"date":"August 11, 2015","title":"Employee or Consultant?","description":"Consulting agreements are often structured carefully to make it clear that the nature of the relationship is not an employment relationship, but a consulting relationship.","author":{"id":"info@clausehound.com","first":"","last":null},"tags":["Consulting Agreement","Nature of Relationship","Human Resources","info@clausehound.com"]}}},{"node":{"excerpt":"In 2008 the Ceylon Electricity Board (CEB) awarded a consulting contract for its proposed head office, following government procedure. 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Parties should also be familiar with the tax laws applicable to their transaction, particularly if it could be argued that the transaction had no practical economic effects other than the creation of income tax losses.","author":{"id":"info@clausehound.com","first":"","last":null},"tags":["Restrictive Covenants","Asset Purchase Agreement","Commercial Activities","info@clausehound.com"]}}},{"node":{"excerpt":"Restrictive covenants must be drafted carefully to give adequate protection to the purchaser, and purchasers should be able to show the…","fields":{"slug":"/a-non-compete-clause-must-be-unambiguous/"},"frontmatter":{"date":"August 09, 2015","title":"A Non-Compete Clause Must be Unambiguous","description":"Restrictive covenants must be drafted carefully to give adequate protection to the purchaser, and purchasers should be able to show the connection between the price paid for the goodwill of the business, and the temporal and geographic aspects of the non-compete provision.","author":{"id":"rajah@cobaltcounsel.com","first":"Rajah","last":"Lehal"},"tags":["Restrictive Covenants","Asset Purchase Agreement","Commercial Activities","Rajah"]}}},{"node":{"excerpt":"A three step dispute resolution mechanism which moved from informal negotiation to mediation to binding arbitration, was questioned as being…","fields":{"slug":"/county-commissioners-reconsider-controversial-3-step-dispute-resolution-mechanism-in-proposed-contract/"},"frontmatter":{"date":"August 05, 2015","title":"County Commissioners Reconsider 'Controversial' 3 Step Dispute Resolution Mechanism in Proposed Contract","description":"A three step dispute resolution mechanism which moved from informal negotiation to mediation to binding arbitration, was questioned as being prohibitively expensive for a county when compared to the resources of the counterparty corporation.","author":{"id":"rajah@cobaltcounsel.com","first":"Rajah","last":"Lehal"},"tags":["Dispute Resolution","Informal Discussions","Dispute Resolution","Rajah"]}}},{"node":{"excerpt":"A settlement does not have to be an admission of wrongdoing. 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While it seems obvious that billing and payment of expenses should be clearly dealt with in…","fields":{"slug":"/billing-and-payment-for-expenses-should-be-set-out-in-detail-in-consulting-contracts/"},"frontmatter":{"date":"July 27, 2015","title":"Billing and Payment for Expenses Should Be Set Out in Detail in Consulting Contracts","description":"Links from this article:Read the article here.While it seems obvious that billing and payment of expenses should be clearly dealt with in c...","author":{"id":"rajah@cobaltcounsel.com","first":"Rajah","last":"Lehal"},"tags":["Costs and Expenses","Consulting Agreement","Human Resources","Rajah"]}}},{"node":{"excerpt":"Links from this article:\nRead the article here. Are you a consultant with a full time client and a related sideline where you enjoy trying…","fields":{"slug":"/engaging-in-other-business-without-violating-a-non-compete-clause/"},"frontmatter":{"date":"July 26, 2015","title":"Engaging in 'Other Business' without Violating a Non-Compete Clause","description":"Links from this article:Read the article here.Are you a consultant with a full time client and a related sideline where you enjoy trying ou...","author":{"id":"rajah@cobaltcounsel.com","first":"Rajah","last":"Lehal"},"tags":["Consulting Agreement","Non-competition","Commercial Activities","Rajah"]}}},{"node":{"excerpt":"While international arbitration seeks to aid in the legal predictability and stability of international contracts by providing for the…","fields":{"slug":"/seek-forum-for-arbitration-with-best-prospect-of-achieving-and-enforcing-successful-contract/"},"frontmatter":{"date":"July 25, 2015","title":"Seek Forum for Arbitration with Best Prospect of Achieving and Enforcing Successful Contract","description":"While international arbitration seeks to aid in the legal predictability and stability of international contracts by providing for the neutral, impartial, centralized and enforceable resolution of disputes arising out of international contracts, parties should always seek to negotiate the forum where they have the best prospect of achieving and enforcing success.","author":{"id":"rajah@cobaltcounsel.com","first":"Rajah","last":"Lehal"},"tags":["Dispute Resolution","Governing Law","Dispute Resolution","Rajah"]}}},{"node":{"excerpt":"Under US patent law, a FRAND technology (fair, reasonable, and nondiscriminatory patent licensing) is standard and essential to the ongoing…","fields":{"slug":"/frand-technology-may-alter-the-bargaining-power-of-licensors/"},"frontmatter":{"date":"July 24, 2015","title":"FRAND Technology May Alter The Bargaining Power of Licensors","description":"Under US patent law, a FRAND technology (fair, reasonable, and nondiscriminatory patent licensing) is standard and essential to the ongoing operation of a particular product","author":{"id":"rajah@cobaltcounsel.com","first":"Rajah","last":"Lehal"},"tags":["Intellectual Property","Definition of Intellectual Property","Commercial Activities","Rajah"]}}},{"node":{"excerpt":"Customers using fly.co.uk were extremely frustrated when they were charged a hidden fee after purchasing their plane tickets. The fees were…","fields":{"slug":"/service-fees-hidden-in-website-contract/"},"frontmatter":{"date":"July 24, 2015","title":"Service Fees Hidden in Website Contract","description":"Customers using fly.co.uk were extremely frustrated when they were charged a hidden fee after purchasing their plane tickets.","author":{"id":"rajah@cobaltcounsel.com","first":"Rajah","last":"Lehal"},"tags":["Website Terms of Use","Fees and Payment","Commercial Activities","Rajah"]}}},{"node":{"excerpt":"Consulting agreements between academics and industry provide opportunities for enrichment in every sense of the word - both academically and…","fields":{"slug":"/consultants-are-advised-to-read-the-consulting-agreement-very-very-carefully/"},"frontmatter":{"date":"July 23, 2015","title":"Consultants are Advised to Read the Consulting Agreement Very, Very Carefully","description":"Consulting agreements between academics and industry provide opportunities for enrichment in every sense of the word - both academically and financially. Academics entering into consulting agreements should get good legal advice, and make sure that their agreements are consistent with the policies of their institution.","author":{"id":"rajah@cobaltcounsel.com","first":"Rajah","last":"Lehal"},"tags":["Obligations","Services","Consulting Agreement","Human Resources","Rajah"]}}},{"node":{"excerpt":"Where a commercial lease agreement so provides clearly and unambiguously, a guarantor can continue to be a guarantor upon the renewal of the…","fields":{"slug":"/guarantors-the-third-party-to-a-lease-agreement/"},"frontmatter":{"date":"July 22, 2015","title":"Guarantors: The Third Party to a Lease Agreement","description":"Where a commercial lease agreement so provides clearly and unambiguously, a guarantor can continue to be a guarantor upon the renewal of the lease.","author":{"id":"info@clausehound.com","first":"","last":null},"tags":["Commercial Lease","Parties","Commercial Activities","info@clausehound.com"]}}},{"node":{"excerpt":"It is important for parties to understand their rights and obligations in standard commercial leases. Strictly speaking, tenants cannot…","fields":{"slug":"/when-guarantees-are-not-explicitly-included-in-a-commercial-lease-agreement-they-are-not-enforceable/"},"frontmatter":{"date":"July 20, 2015","title":"When 'Guarantees' Are Not Explicitly Included in a Commercial Lease Agreement, They Are Not Enforceable","description":"It is important for parties to understand their rights and obligations in standard commercial leases. Strictly speaking, tenants cannot expect to enforce any guarantee not contained in the lease.","author":{"id":"info@clausehound.com","first":"","last":null},"tags":["Commercial Lease","Definition of Commercial Lease","Commercial Activities","info@clausehound.com"]}}},{"node":{"excerpt":"Parties may wish to add closing conditions to a share purchase where part of the value of the shares/securities that are being purchased…","fields":{"slug":"/closing-conditions-may-include-the-acquisition-of-assets/"},"frontmatter":{"date":"July 18, 2015","title":"Closing Conditions May Include the Acquisition of Assets","description":"Parties may wish to add closing conditions to a share purchase where part of the value of the shares/securities that are being purchased results from an action yet to be taken by the company.","author":{"id":"info@clausehound.com","first":"","last":null},"tags":["Conditions of Closing","Subscription Agreement","Company Formation","info@clausehound.com"]}}},{"node":{"excerpt":"The representation that the company may issue additional shares in the future means that the company may dilute the shares of the subscriber…","fields":{"slug":"/anti-dilution-clause-may-prevent-company-from-issuing-additional-shares/"},"frontmatter":{"date":"July 17, 2015","title":"Anti-Dilution Clause May Prevent Company from Issuing Additional Shares","description":"When subscribing to shares of a company, consider negotiating an anti-dilution provision in your subscription agreement to avoid having your equity holding in the company significantly diluted.","author":{"id":"rajah@cobaltcounsel.com","first":"Rajah","last":"Lehal"},"tags":["Term Sheet","Letter of Intent","Representations and Warranties","Subscription Agreement","Company Formation","Rajah","Share Purchase Agreement","Investor Term Sheet","Memorandum of Understanding"]}}},{"node":{"excerpt":"In days gone by, an act of God, strikes, horrible weather and the like could result in disruption of business to such an extent that a…","fields":{"slug":"/using-the-right-amount-offorce-majeure/"},"frontmatter":{"date":"July 16, 2015","title":"Using the Right Amount of…Force Majeure","description":"In days gone by, an act of God, strikes, horrible weather and the like could result in disruption of business to such an extent that a company would call upon a 'force majeure' clause to halt their requirement to perform their contractual duties.","author":{"id":"rajah@cobaltcounsel.com","first":"Rajah","last":"Lehal"},"tags":["Force Majeure","Long Form","Commercial Activities","Rajah"]}}},{"node":{"excerpt":"This article posted on our partner site Mondaq.com discusses recent legal developments that have taken place with the advancement of Virtual…","fields":{"slug":"/blog-bite-what-legal-considerations-should-be-made-when-contemplating-using-or-providing-virtual-reality-products/"},"frontmatter":{"date":"July 15, 2015","title":"Blog Bite: What legal considerations should be made 'in reality' when contemplating using or providing virtual reality products?","description":"This article posted on our partner site Mondaq.com discusses recent legal developments that have taken place with the advancement of Virtual Reality","author":{"id":"alina@clausehound.com","first":"Alina","last":null},"tags":["Intellectual Property","Technology","Intellectual Property Transfer","Licence Restrictions","Blog Bites","Mondaq","USA"]}}},{"node":{"excerpt":"Links from this article:\nRead the article here. The recent fight between Google and Oracle over the ‘use’ of API source code has raised many…","fields":{"slug":"/can-you-still-use-apis-after-the-googleoracle-fight/"},"frontmatter":{"date":"July 15, 2015","title":"Can You Still Use API's After the Google/Oracle Fight?","description":"This article discusses a recent appellate decision which confirmed a lower court's decision to reject Google's arguments and claims to the API source code which it 'borrowed' from Oracle. ","author":{"id":"rajah@cobaltcounsel.com","first":"Rajah","last":"Lehal"},"tags":["Intellectual Property","Infringement of Third Party Intellectual Property","Commercial Activities","Rajah"]}}},{"node":{"excerpt":"Purchasers under an APA may waive any of the closing conditions, but should consider carefully before doing so. 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When one company acquires another, especially if the acquired company’s major assets include…","fields":{"slug":"/early-ip-due-diligence-in-ma-is-essential/"},"frontmatter":{"date":"July 13, 2015","title":"Blog Bite: What steps should be taken to due diligence IP for M&A?","description":"Links from this article: Read the article here.\n\n\n<!--td {border: 1px solid #ccc;}br {mso-data-placement:same-cell;}-->\nWhen one company acq...","author":{"id":"rajah@cobaltcounsel.com","first":"Rajah","last":"Lehal"},"tags":["Intellectual Property","Grant of Licence","Commercial Activities","Rajah","IP Transfer"]}}},{"node":{"excerpt":"This article discusses the American case of MacKinnon v. IMVU, Inc., which challenged a website operator’s unilateral amendment of the…","fields":{"slug":"/are-unilateral-changes-to-website-terms-of-use-agreements-unconscionable/"},"frontmatter":{"date":"July 07, 2015","title":"Are Unilateral Changes to Website Terms of Use Agreements Unconscionable?","description":"This article discusses the American case of MacKinnon v. IMVU, Inc., which challenged a website operator's unilateral amendment of the website terms of use.","author":{"id":"rajah@cobaltcounsel.com","first":"Rajah","last":"Lehal"},"tags":["Purpose of Terms of Use","Website Terms of Use","Commercial Activities","Rajah"]}}},{"node":{"excerpt":"Indemnities originated in the construction industry where contractors had complete control of the job site, and owners required them to be…","fields":{"slug":"/planning-is-required-to-ensure-that-the-consulting-agreement-contains-only-consultant-friendly-indemnification-provisions/"},"frontmatter":{"date":"July 07, 2015","title":"Planning is Required to Ensure that the Consulting Agreement Contains Only Consultant-Friendly Indemnification Provisions","description":"Indemnities originated in the construction industry where contractors had complete control of the job site, and owners required them to be responsible for any site-related problems that arose.","author":{"id":"rajah@cobaltcounsel.com","first":"Rajah","last":"Lehal"},"tags":["Limitation of Liability","Indemnity","Consulting Agreement","Human Resources","Rajah"]}}},{"node":{"excerpt":"A novel legal issue has arisen: authority over administering the digital assets and accounts of an account holder upon death or disability…","fields":{"slug":"/non-transferable-digital-assets-and-death-a-new-legal-issue/"},"frontmatter":{"date":"July 06, 2015","title":"Non-Transferable Digital Assets and Death: A New Legal Issue","description":"This article discusses the UFADAA, a model US statute that aims to make online websites require confirmation by the account holder that they agree to limit their digital assets in accordance with the user agreement.","author":{"id":"rajah@cobaltcounsel.com","first":"Rajah","last":"Lehal"},"tags":["Termination","Intellectual Property","Transfer of Intellectual Property","Commercial Activities","Rajah"]}}}]}},"pageContext":{"limit":255,"skip":765,"numPages":5,"currentPage":4,"previousPath":"/page/3","nextPath":"/page/5"}}}