Business & Commercial Agreements
We have experience dealing with a very wide variety of the types of agreements and other documents which your business may become involved in. For example, we regularly deal with land and equipment leases, financing arrangements, partnership and shareholder agreements, stock option agreements, consignment agreements, purchase orders, invoices, warranties, commission agreements, bills of lading, building contracts and farm agreements. We have the experience to advise you on not only the interpretation of agreements, but their implications and practical consequences and to negotiate or renegotiate agreements with or for you.
Most businesses start out with great enthusiasm and optimism. But what happens if one of your fellow shareholders passes away? What if a point of contention can’t be resolved, or a shareholder dies or becomes embroiled in matrimonial proceedings?
Unless you are an entrepreneur going it alone, a shareholder agreement between the several shareholders of a business should be negotiated and completed before capital is injected and the business started to protect the interests and set out responsibilities of the shareholders. The preparation of a shareholder agreement requires an understanding of the business and the respective contributions of the participants, the distribution of decision-making powers and responsibilities, the different roles of active and passive participants, the most suitable methods of dispute resolution and the appropriate methods of providing for the ultimate purchase and sale of shares between the shareholders or to others. The commercial lawyers of our firm can help participants in a business to put these agreements in place and we recommend that this be done at the beginning of the enterprise, where the objectives of the participants are agreed and before disputes or problems have arisen. A little planning upfront can save a large headache down the road.
Like a shareholders’ agreement, partnership agreements are essential in the operation of a partnership to create certainty and set out roles and expectations of the partners. The preparation of partnership agreements require the understanding of the business and the respective contributions of the participants, the distribution of decision-making powers and responsibilities, the different roles of active and passive participants, the most suitable methods of dispute resolution and the appropriate exit procedures for partners. The commercial law group of Waterous will always urge the participants to put these agreements in place at the beginning of the enterprise, while the objectives are mutual and before disputes have arisen. A little planning upfront can save a large headache down the road.
The Franchise Agreement is the cornerstone document setting out the details of the Franchisor-Franchisee relationship and sets out the respective rights and obligations of the parties. The commercial law group of Waterous represents both Franchisors and Franchisees in the preparation, review and negotiation of Franchise Agreements. We can also help ensure Disclosure Agreements, and all other documentation, meets the standards required by provincial law. Other agreements which are relevent to franchise arrangements may include leases, sub-leases and security documents and we can help you negotiate and interpret these documents as well as resolve misunderstandings and disputes if those should arise.
The commercial law group of Waterous represents both landlords and tenants in negotiating and finalizing lease documentation for office, retail, and industrial premises, restaurants, business parks, mixed-use projects, warehouses, hotels, resorts, airports, sports facilities, hospitals and medical/dental centres. We can help you negotiate and prepare term sheets, letters of intent, offers to lease, leases, subleases, licenses, agreements with head-landlords, restrictive covenants, exclusivity agreements, estoppel certificates, tenant acknowledgments, surrenders, terminations, renewals and extensions and rights of first refusal. If issues arise with an existing lease, Waterous Holden Amey Hitchon LLP has the experience to help guide you through your potential recourse or remedies.
Whether you are licensing patents, trademarks, software or other assets, Waterous can assist in providing the proper documentation and ensure you rights are protected and that you get what you bargained for. Front-end lump sum payments, performance-based royalties, performance or dollar minimums, milestone-based renewal rights, territory definitions and questions of exclusivity and protection from competition can all be worked out with the help of the specialized experience of the members of our commercial law group.