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Apr 26

Contract Template: Employment Agreement (Part 9)

Employment Comments Off

Please note that the information provided herein is not legal advice and is provided for informational and educational purposes only. If you need legal advice with respect to an Employment Agreement, you should seek professional assistance (e.g. make a post on Dynamic Lawyers). We have Toronto, Ottawa, Hamilton, Brampton, Mississauga and other Ontario lawyers registered to help you.

This is the ninth of a series of blog posts about Employment Agreements in Ontario. In the first blog, I talked about who is an Employee and how they differ from independent contractors. In the second blog, I discussed why Employment Agreements are used and what makes them different from ordinary commercial agreements. In the third blog, fourth blog, fifth blog, sixth blog and seventh blog I discussed some of the basic terms you will find in a standard contract template for an Employment Agreement with an indefinite term. In the eighth blog, I talked about the first 5 tips when it comes to Employment Agreement: things EMPLOYERS MUST KNOW AND WATCH OUT FOR!  Here, I’ll be continuing that tips and traps discussion when it comes to drafting, reviewing, and negotiating an Employment Agreement.

Tip #6: Give Everything to the Employee up front!
Lets say the Employment Agreement references external rules, policies, procedures, etc.  Maybe there are important provisions (e.g. benefits, termination, location of work, expenses) that affect the Employment Agreement.  To avoid creating problems later on, the Employer should provide those rules, policies, and procedures up front at the same time as the Employment Agreement is being offered. Employees are often shy and don’t want to start demanding things from the get go (particularly if they are on probation).  But they can later complain that they didn’t understand or agree to terms in rules, policies and procedures which they never knew about!  So give ‘em everything!

Tip #7: Make the Employee Sign BEFORE they start working
There must be “consideration” any contract in favour of the employer. That is, an employer must provide something in return to the employee if the employer wishes to insert a clause that negatively affects the employee’s interests. Therefore, employers should ensure that the employee signs the contract prior to or as part of accepting employment. That way, it can be argued that the employee received the position in return for signing the contract.  If the Employee starts working under an ORAL contract or OFFER of Employment (but not a full fledged written Employment Agreement), then they will be receiving consideration (payment and benefits) already.  If the Employer then wants to change things up by having them sign a full fledged written Employment Agreement, the Employee can claim they didn’t agree, didn’t receive any additional consideration (because they were already getting paid for working), and therefore that Employment Agreement is invalid and unenforceable.  What would govern in those situations?  Basically, the oral agreement, offer of employment, common law, and Employment Standards Act, 2000 could all govern – but not the Employment Agreement – OUCH!

Tip #8: Avoiding Procedural Defects with the Employment Agreement
I’ve previously talked about how contracts (and Employment Agreements are no different) can be challenged on the basis of procedural defects.  These procedural defects relate to the way in which the Employment Agreement was entered into – e.g. through duress, undue influence, unconscionable bargain, misrepresentation, etc.  Just make sure – as much as humanely possible that is – that the Employee understands the agreement, has had enough time to review it carefully, has had independent legal advice concerning it, is signing freely and voluntarily, etc.  Having the Employee initial in the bottom right hand corner of every page and including a certificate of independent legal advice are good practices.

Tip #9: Changing the Employment Agreement
Minor changes can be made to the Employment Agreement – assuming the Agreement itself allows them – by the Employer giving notice to the Employee of those changes.  It’s a contentious issue.  What’s minor?  Well, this will depend on the specific circumstances of the case.  Regular annual pay raises will likely be minor.  This is a good thing for the Employee, who may have little to complain about (other than the amount is too little).  If the Employer considers changing a policy manual a minor thing, a good course of action is to give the Employee written notice of the change.  It’s the Employer’s hope that the Employee will not claim that the Employee unilaterally changed a fundamental aspect of the employment relationship without giving additional CONSIDERATION (e.g. more pay, benefits, title, etc.).  In those situations, the employee can claim that they were CONSTRUCTIVELY DISMISSED AT COMMON LAW and therefore entitled to reasonable notice.  So if an Employer wants to make a change to the Employment Agreement and not find themselves in litigation, then they should offer something more than what you’re presenting giving the Employee (i.e. new CONSIDERATION).  If in doubt, consult with a lawyer.

Tip #10: Review and Make Amendments to the Employment Agreement
Things change.  And when they do, you should include those changes as amendments to the Employment Agreement.  The Employer and Employee should sign these amendments.  Importantly, the amendments should show what new CONSIDERATION is being provided in exchange for the changes.  This will help protect the Employer from claims of constructive dismissal.  Make sure the amendment agreement confirms the remaining terms of the Employment Agreement other than those that are being changed!  If you need a lawyer’s help, feel free to make a post.

By the way, if you’re an Employer and looking for an Employment Agreement (indefinite term), then you’ve come to the right place:

Employment Agreement (Client) – Indefinite Term

This Ontario Agreement can be used by an Employer who wants to hire an Employee. The “indefinite term” part means that the Agreement starts on a date provided for in the Agreement and then comes to an end only when the Employee resigns or is terminated by the Employer (by giving notice, payment in lieu of notice, or for Just Cause). Here’s the sample Video Guide that comes with this Employment Agreement – Indefinite Term:

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written by admin \\ tags: commercial agreements, contract template, employment agreement, employment agreements, indefinite term, independent contractors, ontario lawyers, professional assistance, work expenses

Apr 26

Contract Template: Employment Agreement (Part 8)

Employment Comments Off

Please note that the information provided herein is not legal advice and is provided for informational and educational purposes only. If you need legal advice with respect to an Employment Agreement, you should seek professional assistance (e.g. make a post on Dynamic Lawyers). We have Toronto, Ottawa, Hamilton, Brampton, Mississauga and other Ontario lawyers registered to help you.

This is the eighth of a series of blog posts about Employment Agreements in Ontario. In the first blog, I talked about who is an Employee and how they differ from independent contractors. In the second blog, I discussed why Employment Agreements are used and what makes them different from ordinary commercial agreements. In the third blog, fourth blog, fifth blog, sixth blog and seventh blog I discussed some of the basic terms you will find in a standard contract template for an Employment Agreement with an indefinite term. Here, I’ll be talking about some tips and traps an Employer should be aware of when it comes to drafting, reviewing, and negotiating an Employment Agreement.

Tip #1: Put it in writing!
Wow.  Employers assume things.  They do it all the time.  Who can blame them?  Well, if things go afoul with their employees, they can and should be blaming themselves if they never entered into a written Employment Agreement.  Instead of having a he-said / she-said debate about job title, responsibilities, pay, benefits, termination, and restrictive covenants (which are all very contentious issues), put it in writing from the get go and BEFORE the employee start working.  If you need a lawyer to help you draft a customized employment agreement, you can contact me directly.  You need to define the rights, responsibilities, and duties of the Employer and Employer if you want to avoid costly litigation!

Tip #2: Make sure the Employment Agreement is Clear, Certain, and Complete
Ahhh…the triple C: Clear, Certain, and Complete.  These are general grounds upon which an Employment Agreement can be invalid and unenforceable in whole or in part: it was vague and ambiguous (open to interpretation) and missing certain important terms (e.g. compensation, duties and responsibilities).

Importantly, if certain things are NOT SAID, courts may imply them as terms of the Employment Agreement. For example, Courts will assume that the Term of the Employment Agreement was INDEFINITE (i.e. starts on one day and doesn’t end until the Employee resigns or is terminated) unless the Employment Agreement says in very clear and unequivocal language that it is for a FIXED TERM.  Courts will also assume that, absent a fixed term contract or contractual notice provision, an Employer can dismiss an employee by giving them reasonable notice or payment in lieu of notice.  Furthermore, Employers can also dismiss an employee for Just Cause without paying them notice or payment in lieu thereof.

Finally, if an Employer fails to include certain terms in the Employment Agreement but merely reference them in other documents (e.g. policies, manuals, etc.), then Courts may disregard these external terms and conditions.  For example, in Christensen v. Family Counselling Centre of Sault Ste. Marie & District (2001), 151 O.A.C. 35, the Ontario Court of Appeal found that an Employment Agreement that tried to incorporate termination provisions in a policy manual did not rebut the common law presumption of REASONABLE NOTICE.  Recall that REASONABLE NOTICE is the amount of notice or payment in lieu thereof at common law (i.e. based on judge-made law) which an Employer will be required to give an Employee in order to terminate them.  The Employer can rebut the presumption that they owe the Employer notice or payment in lieu thereof through a clear and unequivocal Employment Agreement.  So in Christensen, the fact that there were too many interpretations of the Employment Agreement concerning whether the termination provisions in the employee manual rebutted the presumption of REASONABLE NOTICE led the court to conclude that id didn’t: it wasn’t clear and unequivocal.  Therefore, they didn’t apply.  OUCH!

Tip #3: The Whole Deal
Employment Agreements – for whatever reason – sometimes fail to include an Entire Agreement clause in the General Terms (that’s where I put this clause, in any event). This clause basically says that the subject matter of Employment Agreement (i.e. the employment) is covered only by the agreement itself and not by external discussions, contracts (oral or written), or understandings.  Those things are superseded and replaced by the Employment Agreement.  Make sure, however, that you don’t accidentally cancel out any required documents like a separate written confidentiality and non-disclosure agreements!  That would be a messy thing if you did…

Tip #4: Contra Proferentem
Since the Employer is the party drafting the Employment Agreement, courts will interpret any ambiguities in favour of the Employee and AGAINST the Employer!  This is the Contra Proferentem doctrine and Employers should be weary of it!  For more information, check out these cases: Machtinger v. HOJ Industries Ltd.[1992] S.C.J. No. 41 (Supreme Court of Canada), Ceccol v. Ontario Gymnastic Federation, [2001] O.J. No. 3488 (Ont. C.A.); and Christensen v. Family Counselling Centre of Sault Ste. Marie & District [2001] O.J. No. 4418 (Ont. C.A.).

Tip #5: Minimum Standards
OK, so you can contract out of the common law when it comes to things like giving notice or payment in lieu thereof (if you need help doing so, consult a lawyer).  But can you contract out of minimal standards legislation like the Employment Standards Act, 2000?  NOPE!  It’s minimum standards legislation for a reason.  Section 5 says:

5. (1) Subject to subsection (2), no employer or agent of an employer and no employee or agent of an employee shall contract out of or waive an employment standard and any such contracting out or waiver is void.

Greater contractual or statutory right
(2) If one or more provisions in an employment contract or in another Act that directly relate to the same subject matter as an employment standard provide a greater benefit to an employee than the employment standard, the provision or provisions in the contract or Act apply and the employment standard does not apply.

So if your Employment Agreement goes against the minimum standards legislation when it comes to things like minimum wage, maximum hours, parental leave, notice, payment in lieu of notice, severance, etc., then it will be INVALID AND UNENFORCEABLE!  The Courts will then turn to the common law doctrine of reasonable notice to determine what the employee ought to have received upon getting terminated.

By the way, if you’re an Employer and looking for an Employment Agreement (indefinite term), then you’ve come to the right place:

Employment Agreement (Client) – Indefinite Term

This Ontario Agreement can be used by an Employer who wants to hire an Employee. The “indefinite term” part means that the Agreement starts on a date provided for in the Agreement and then comes to an end only when the Employee resigns or is terminated by the Employer (by giving notice, payment in lieu of notice, or for Just Cause). Here’s the sample Video Guide that comes with this Employment Agreement – Indefinite Term:

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written by admin \\ tags: commercial agreements, contentious issues, contract template, costly litigation, employment agreement, employment agreements, indefinite term, independent contractors, job title, lawyer, legal advice, ontario lawyers, professional assistance, restrictive covenants, traps

Mar 22

Lawyers in Toronto

Access to Justice Comments Off

Michael CarabashThere are many avenues for average Torontonians to find not only a lawyer, but the right lawyer for their particular case.  Unfortunately, most of these avenues are inconvenient and sometimes very costly (e.g. an initial meeting with a lawyer could run you a few hundred bucks!).

More often than not, people find a lawyer through word of mouth referrals from family, friends, colleagues, or other professionals they do know (e.g. bankers, accountants, consultants, real estate agents, insurance agents, paralegals, other lawyers they know, etc.).  This, in fact, is how most lawyers find their clients.

Alternatively, people may turn to the Yellow Pages and simply pick an advertisement and make a phone call.  I’ve been told that people tend to pick the biggest advertisement because they somehow believe that the bigger the ad, the more successful the lawyer or law firm.

They may even turn to the Law Society of Upper Canada’s Lawyer Referral Service, which charges users $6 for a 30-minute conversation with one lawyer.

The point here is that finding the right lawyer for you is an important undertaking.  You don’t want to have the lawyer who drafted your will or acted on your house deal to represent you in a criminal case: they may not be up-to-date on court room procedure or have experience cross-examining adverse parties.

Torontonians generally only need a lawyer for a limited time and have a limited budget for such engagements. Yet it is hard for these people to distinguish lawyers and law firms from each other, especially given that many small and medium law firms have a general practice. It may also be intimidating for them to approach lawyers with their legal issues, given that doing so may cost money (e.g. $500 for the initial hour visit) and ultimately retaining a lawyer could be very expensive given the uncertainty of hourly billings.

These factors make ordinary Torontonians shy away from seeking or hiring lawyers. Those sophisticated Torontonians who surf the Web looking for a lawyer are hungry for more information than what is provided in the YellowPages or a newspaper advertisement. They are doing a Google or Yahoo search to seek out a particular type of attorney in a particular field in a particular area. They are also looking for testimonials and looking for the experience of a lawyer.

All in all, it makes perfect sense for users facing these challenges to turn to Dynamic Lawyers as a way of finding the right lawyer for the right price.  Making a post is free and anonymous, posts remain on the website for up to 45 days, and users have the opportunity to receive information and multiple quotes from local lawyers specializing in the area of law requested.  Comparing answers and then following up with the lawyer of your choice is just plain smart – particularly in a field where it is hard to compare one service provider from the next.  All in all, a very good deal…

So now that you have found the right avenue to find a lawyer in a convenient and cost-effective manner: what next?  Well, let’s talk about legal fees.  Many lawyers will charge you a fixed fee for the first consultation.  At this meeting, they’ll ask you questions about yourself and your situation.  The lawyer is trying to understand the legal issues so that he can offer you some type of recommendation on how to proceed.  If the meeting goes well, you may end up signing the lawyer’s retainer agreement, which stipulates the services that are going to be offered and the fees that are going to be charged.  The fees are typically hourly fees ranging from $200 to upwards of $1000 / hour, depending on the size of the law firm, where it’s located (and it’s physical appearance and amenities), and the particular lawyer’s expertise and reputation.

At the first meeting with the lawyer, you should ask some basic questions related to:

  1. What services will the lawyer specifically provide;
  2. Billing, costs and budget;
  3. Time line;
  4. Communication (e.g. by phone, e-mail, etc. and how regularly);
  5. Past Experience in a particular field;
  6. Strategy;
  7. Style (e.g. aggressive trial lawyer or alternative dispute resolution lawyer); and
  8. Terminating the retainer (e.g. failure to pay, failure to act, breakdown in the relationship, loss of confidence, etc.).
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written by admin \\ tags: breach of contract, charity status, Civil Litigation, commercial agreements, company intellectual property, criminal case, criminal offence, divisional court, employment agreement, family friends, finding the right lawyer, government action, government need, human rights and freedoms, landlord and tenant, law firms, law firms toronto law office toronto, law society of upper canada, lawyer referral service, lawyers, lawyers in Toronto, legal claim, legal toronto, notarize, referrals, small claims court, support government, toronto law firms, toronto lawyer, toronto legal services, Wills and Estates

Mar 22

Toronto Legal Services

History of DL 1 Comment »

Michael CarabashToronto law firms can help answer your legal questions, facilitate your transaction (e.g. business, real estate, wills and estates, family, etc.) or even represent you in court.  To find a Toronto lawyer or law firm, go to Dynamic Lawyers and make a post.  It’s free and anonymous and Toronto lawyers and law firms will respond to you with information and quotes for you to compare.

Here are some of the different types of legal services that Toronto law firms can offer:

  • Accidents and Injuries: Involved in an accident where you suffered personal injury?
  • Business: Need corporate or commercial agreements? Need to have a lawyer help you do a transaction?
  • Charities and Not-For-Profit: Need to establish a Not-For-Profit corporation or obtain charity status?
  • Civil Litigation – Higher Court: Have a serious legal claim that needs to be litigated in the Superior Court, Divisional Court, etc.?
  • Civil Litigation – Small Claims Court: Have a legal claim (e.g. breach of contract, negligence, etc.) for less than $10,000?
  • Constitutional / Human Rights and Freedoms: Challenging a law or government action / inaction?
    Criminal: Charged with a criminal offence? Appealing a conviction?
  • Employment and Labour: Need an employment agreement? Unjustly terminated? Need to know your rights?
  • Family: Going through a separation or divorce? Fighting to get custody or access? Dealing with spousal and child support?
  • Government: Need to lobby the government? Need to resolve a dispute with a government agency?
  • Highway Traffic Tickets: Charged with speeding or DUI? Need to fight traffic tickets?
  • Immigration: Need to immigrate to Canada? Fighting against deportation?
  • Insurance: Having difficulties with your Insurance company?.
  • Intellectual Property: Need to register a copyright or trademark? Need help with a patent?
  • Landlord and Tenant: Need a resolve a dispute? Need to know your rights?.
  • Notary Public / Commissioner: Need to notarize or commission your documents?
  • Real Estate: Need someone to facilitate your residential or commercial purchase, sale, or lease?
  • Tax: Need help structuring your tax affairs? Need help resolving tax disputes with the Canada Revenue Agency?
  • Wills, Estates and Trusts: Need a will? Need to update your will? Find out why having an up-to-date will is a must.

Try to consult with a couple of Toronto law firms and Toronto attorneys until you’re comfortable with whom you’re speaking with.  Toronto law firms differ in size, location, expertise, and reputation.  Go to Dynamic Lawyers and save time and money finding the right Toronto law firms and Toronto attorneys who specialize in the legal area you require!

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written by admin \\ tags: breach of contract, charity status, Civil Litigation, commercial agreements, company intellectual property, criminal offence, divisional court, employment agreement, government action, government need, human rights and freedoms, landlord and tenant, law firms toronto law office toronto, lawyers in Toronto, legal claim, legal toronto, notarize, small claims court, support government, toronto law firms, toronto lawyer, toronto legal services, Wills and Estates

Mar 22

Toronto law firms

History of DL Comments Off

Michael CarabashToronto law firms can help answer your legal questions, facilitate your transaction (e.g. business, real estate, wills and estates, family, etc.) or even represent you in court.  To find a Toronto lawyer or law firm, go to Dynamic Lawyers and make a post.  It’s free and anonymous and Toronto lawyers and law firms will respond to you with information and quotes for you to compare.

Here are some of the different types of law that Toronto law firms can assist you in:

  • Accidents and Injuries: Involved in an accident where you suffered personal injury?
  • Business: Need corporate or commercial agreements? Need to have a lawyer help you do a transaction?
  • Charities and Not-For-Profit: Need to establish a Not-For-Profit corporation or obtain charity status?
  • Civil Litigation – Higher Court: Have a serious legal claim that needs to be litigated in the Superior Court, Divisional Court, etc.?
  • Civil Litigation – Small Claims Court: Have a legal claim (e.g. breach of contract, negligence, etc.) for less than $10,000?
  • Constitutional / Human Rights and Freedoms: Challenging a law or government action / inaction?
    Criminal: Charged with a criminal offence? Appealing a conviction?
  • Employment and Labour: Need an employment agreement? Unjustly terminated? Need to know your rights?
  • Family: Going through a separation or divorce? Fighting to get custody or access? Dealing with spousal and child support?
  • Government: Need to lobby the government? Need to resolve a dispute with a government agency?
  • Highway Traffic Tickets: Charged with speeding or DUI? Need to fight traffic tickets?
  • Immigration: Need to immigrate to Canada? Fighting against deportation?
  • Insurance: Having difficulties with your Insurance company?.
  • Intellectual Property: Need to register a copyright or trademark? Need help with a patent?
  • Landlord and Tenant: Need a resolve a dispute? Need to know your rights?.
  • Notary Public / Commissioner: Need to notarize or commission your documents?
  • Real Estate: Need someone to facilitate your residential or commercial purchase, sale, or lease?
  • Tax: Need help structuring your tax affairs? Need help resolving tax disputes with the Canada Revenue Agency?
  • Wills, Estates and Trusts: Need a will? Need to update your will? Find out why having an up-to-date will is a must.

Try to consult with a couple of Toronto law firms and Toronto attorneys until you’re comfortable with whom you’re speaking with.  Toronto law firms differ in size, location, expertise, and reputation.  Go to Dynamic Lawyers and save time and money finding the right Toronto law firms and Toronto attorneys who specialize in the legal area you require!

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written by admin \\ tags: accident, accidents, agreement, attorneys, breach, breach of contract, charity status, Civil Litigation, commercial agreements, commissioners, company intellectual property, contracts, conviction, corpor, corporation, court, criminal, criminal offence, custody, different, different types of law, divisional court, family, firms, government need, human rights and freedoms, injuries, injury, insurance, landlord and tenant, law, lawyer, lawyers, legal claim, litigants, litigation, money, negligence, notarize, notary, offence, publicity, purchaser, quotes, separation, small claims court, support government, toronto, toronto law firms, toronto lawyer, toronto lawyers, traffic, types of law, Wills and Estates

Mar 02

Drafting, reviewing, and negotiating Confidentiality Agreements

Business Law 3 Comments »

Michael CarabashPlease keep in mind that this is not legal advice.  The information provided herein is for educational purposes only.  If you believe you require assistance in reviewing, drafting, negotiating, etc. a Confidentiality and Non-Disclosure Agreement, then you are encouraged to seek a professional (e.g. make a post on Dynamic Lawyers).

Confidentiality and Non-Disclosure Agreements (also known as NDAs) are nothing more than ordinary contracts with specific terms related to the idea that one party (disclosing party) is going to provide information of a confidential nature to the other party (receiving party).  Breach of a Confidentiality and Non-Disclosure Agreement may result in a claim that can be enforced by going to court, through equitable remedies such as an injunction, or as otherwise set out in the agreement itself (e.g. arbitration, etc.).  In what follows, I’ll provide some general issues that are dealt with in these types of agreements.

1. Consideration
Like all commercial agreements, a Confidentiality and Non-Disclosure Agreement requires something that’s called “consideration”.  Consideration is something of value given by both parties to a contract that induces them to enter into the agreement.  Consideration is typically something like money for goods or services, etc.  One party receives something of value and the other party receives something of value.  This makes the contract valid, binding, and enforceable.  For a Confidentiality and Non-Disclosure Agreement, the consideration will likely be part of the overall agreement (e.g. I will give you confidential information to do something and then I’ll pay you in exchange for that something).

2. Definition of Confidential Information
Defining confidential information is of utmost importance.  The disclosing party will cast the net wide here to increase the receiving party’s obligations and liability with respect to the information it receives; the opposite is true of the receiving party (who wants a narrow definition of confidential information). Examples of types of confidential information include trade secrets, proprietary information, know-how, or information described in a Schedule. Use of a Schedule should still include an accurate definition of confidential information.  Sometimes, a disclosing party will also say that anything it labels confidential will be considered confidential information as well.

3. Exclusions from Confidential Information
Most confidentiality agreements will normally contain various exclusion clauses which outline the types of information which are deemed not to be confidential within the terms of the agreement.  Generally, these types of exclusions will include:

  • information which is publicly available (i.e. information in the public domain);
  • information which is already known to the recipient at the time of its disclosure to the recipient by the information provider;
  • information which is received by the recipient from a third party who is not in breach of any confidentiality obligations to the information provider;
  • professional expertise which the recipient had at the time of disclosure or which the recipient developed or enhanced as a result of reviewing the information or material provided; and
  • information which the recipient is required by a court or regulatory body to disclose.

4. Limitations on Use of Confidential Information
The uses the receiving party is permitted to make of the confidential information should be clearly specified in the agreement. This will ensure that the recipient does not use the information for any other purpose.

5. Who Should be Bound by the Confidentiality Agreement
A Confidentiality and Non-Disclosure agreement may need to bind all relevant parties (e.g. parent companies, subsidiary companies, directors, officers, employees, representatives, etc.).  In many cases, it is not practical or necessary to obtain signatures from all relevant parties; in these cases, the receiving party should acknowledge and assume responsibility for making sure that these relevant parties comply with the agreement.

6. Required Protective Measures to be Taken by Recipient
The Confidentiality and Non-Disclosure agreement may include a provision requiring the receiving party to take all reasonable measures available to it to keep the confidential information in the strictest confidence.  Such reasonable steps may include:

  • Electronic security (e.g. confidential information may be stored on a computer, server, network, cell phone, etc.);
  • Physical security (e.g. confidential information may be in a filing cabinet, on a desk, in a box, etc.);
  • Visitor control;
  • Controls over photocopying confidential information; and
  • Document and computer network control systems which limit access to the confidential information to those who are cleared for such access.

7. Return of Confidential Information
The Confidentiality and Non Disclosure Agreement may need to specify that, upon request, all of the confidential information, in whatever format, should be returned to the information provider and that all memoranda or other ancillary documents prepared by the recipient and based on the confidential information be destroyed.

8. Injunctive Relief
An injunctive relief clause may be included wherein the receiving party acknowledges that monetary damages may be an insufficient remedy and that the disclosing party should be entitled to injunctive or other equitable relief for any breach of the Confidentiality and Non-Disclosure agreement. In most cases where confidential information is being disclosed, the disclosing party cannot wait until a court determines the amount of monetary damages suffered. Here, the disclosing party will want to immediately apply for an injunction prohibiting any further disclosure of the confidential information.

9. No Liability Regarding Information
The agreement should make it clear that the disclosing party is making no warranty or other commitment regarding the accuracy or completeness of any information provided, and that there is in fact no obligation to provide any particular information to the other party.

In case you’re looking for an Ontario Mutual or One-Sided Confidentiality Agreement, then look no further:

Confidentiality and Non-Disclosure Agreement (Mutual)

This Agreement can be used to restrict both parties’ use and disclosure of confidential information that is being provided to it. If only ONE party is sharing confidential information and want to restrict the other’s use and disclosure of that information, then you can purchase a ONE-SIDED Confidentiality and Non-Disclosure Agreement:

Confidentiality and Non-Disclosure Agreement (One-Sided)

Here’s the sample Video Guide that comes with the Confidentiality and Non-Disclosure Agreement (Mutual):

Here’s the sample Video Guide that comes with the Confidentiality and Non-Disclosure Agreement (One-Sided):

All of Dynamic Lawyers‘ legal forms are lawyer-prepared, simple to read, easy to customize, and only a fraction of the price a lawyer would charge. Also, each legal form comes with a FREE VIDEO GUIDE (watch a useful example of how this legal form can be customized), a FREE DL GUIDE (read helpful information about this legal form), and another FREE DL GUIDE that sheds valuable insight into how legal forms can be challenged. What are you waiting for? Best of all, if you DO need a lawyer and need some legal advice, simply make a post and get FREE quotes from Ontario lawyers focusing on the area of law you require!

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written by admin \\ tags: agreement, arbitration, breach, business agreements, commercial agreements, confidential information, confidential nature, confidentiality, contracts, educational purposes, equitable remedies, guidelines for confidentiality agreements, injunction, lawyers, legal advice, money, negotiating, non disclosure agreement, non disclosure agreements, utmost importance

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