Jackie Dinsmore from Cognition LLP shares a general overview and understanding of general legal contract issues.

1. Contracts
A Fun Legal Primer
Presented by:
Jacqueline Dinsmore

2. Contract Basics

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

4. Who Are We?
 Founded in recognition of the fact that traditional legal
services model was too expensive for startups and growth
companies
 Virtual model means lower overhead and lower rates
 Former In House lawyers (e.g. Canadian Tire, RIM, Nortel,
Sun Microsystems, etc.) who also practiced on Bay St (e.g.
Gowlings, Stikemans, Oslers)
 32 lawyers in Toronto & Ottawa

5. Contract Issues – A Primer
 Ensure that you have proper contracts and policies in
place for all of your business relationships – a handshake
and/or a letter of acceptance is not sufficient
 Use experts to help you such as your accountant, financial
advisor, and lawyers
 Do not start anything in a relationship until the contract
is signed
 Do not ignore the schedules and ensure that they are
completed before signature

6. Contract Issues – A Primer
 Try to avoid LOIs and MOUs etc.
 Take the time to read and understand the contracts
 Do not overpromise and as such don’t commit to things
you cannot or may not be able to meet

7. Do Not Let Liability Pool Around You
YOU
3rd Parties
Service
Providers
Consultants
Customers
Partners
Competitors
Government

8. Contract Basics
Life does not work
like cartoons

9. Contract Basics
The Rules of Engagement
Your contracts set the rules for the game and most people start
to read the details only when trouble is on the horizon. Make
sure that, when trouble is coming your way, you have put
yourself in the best possible position.
Just because contract value is $1,000 doesn’t mean that this is
your exposure!
Your contracts can either serve to protect you, your employees,
customers, and investors, or conversely expose you to
liability that may cripple, or indeed, destroy your business.
No contract can be better than a bad contract

10. Contract Basics
Customer Contracts
 Are the parties correct?
 What are they providing and what are you providing?
 Service levels and audit rights
 What are the payment terms?
 Remember privacy/confidentiality
 Term and impact of termination
 Read and understand the boilerplate
 Read and understand the reps/warranties, limitation of liability,
indemnity, and IP ownership

11. Contract Basics
Final Contract Words
 All contracts are negotiable!
 Remember: You are more powerful than you think even if you
negotiate with a Google or Microsoft

12. Contract Basics
Now – a Test
 Get your pens
 Take out a piece of paper
 Write your name in the top left corner (legible)
 Write the date in the top right corner
 First Question: What should you watch out for in Vendor Contracts?
 …