Your commercial transactions have the power to be an effective tool in transforming your corporate initiatives into successful strategic partnerships – giving your company the competitive strategic advantage required in today’s global marketplace. However, the fast-paced evolution and innovation of technology and communications can create complex legal issues and risks for corporations. We draw on our extensive experience and our deep knowledge of the law and key industries, in order to provide deal specific, practical advice and guidance to our clients.

We have extensive experience in structuring, drafting, and negotiating complex commercial transactions for the development, acquisition, licensing, distribution, outsourcing, transfer, and protection of technology and communication products and services (and their underlying intellectual property rights). Our transaction experience includes:

  • Application Service Provider (ASP), SaaS, and Cloud-based service delivery agreements
  • Outsourcing arrangements
  • Joint ventures
  • Managed services arrangements
  • OEM arrangements
  • Software development and systems integration arrangements
  • Technology manufacturing agreements
  • Hardware acquisition and related maintenance and support agreements
  • Enterprise-wide software licensing and support arrangements
  • Global distribution arrangements
  • E-commerce transactions
  • Web site development agreements
  • Service level agreements/support agreements
  • Escrow arrangements
  • Colocation/Facilities management agreements

We prepare standard form commercial agreements for our clients.

We also assist deal teams on technology and IP-related matters in M&A transactions involving the acquisition, transfer, or assignment of technology and IP rights and assets, and on financial investment transaction involving early stage and emerging technology companies.

As recently noted by the General Counsel of a leading Canadian Chartered bank, “trying to operate a regulated business without understanding the legal and regulatory environment is like trying to play chess without knowing how the pieces can move.” The same is true of trying to provide goods and services to, and legal services on behalf of, regulated entities without having a full understanding of the regulatory environment in which regulated entities operate.

We provide legal advice to financial institutions and to vendors selling products and services to financial institutions and other regulated entities clients on how to manage risk in complex strategic arrangements, such as outsourcings, cloud based service arrangements, and other global initiatives involving mission critical systems and services. We provide guidance and advice to our clients on compliance with laws, statutes, and regulations applicable to financial and other regulated institutions, including orders, directives, and guidelines issued by governmental or regulatory authorities such as the Office of the Superintendent of Financial Institutions (OSFI), privacy legislation, anti-bribery and anti-corruption laws (including the Canadian Corruption of Foreign Public Officials Act, the UK Bribery Act 2010 and the U.S. Foreign Corrupt Practices Act), and Canada’s New Anti-Spam Law (CASL).

Effective risk management is fundamental to the success of financial institutions and publically traded corporations. We work closely with risk managers and senior and executive management to assess risk exposures in transactions, to confirm that the transactions and risks are in line with corporate policies, and to assist in developing and implementing strategies to measure, control, mitigate, and manage risk exposure in certain acquisitions and transactions.

We represent clients in the development, acquisition, sale, commercialization, licensing, and protection of their intellectual property rights and assets. We assist in structuring, drafting, negotiating, and implementing a full range of commercial contracts and strategic arrangements governing the ownership, transfer, distribution, and use of intellectual property rights and assets, including:

  • Licensing, joint venture, and collaboration documentation
  • Software and product development agreements
  • Distribution and agency agreements
  • Non-disclosure and confidentiality agreements
  • Advice on the impact of bankruptcy and insolvency proceedings
  • Escrow arrangements
  • Master Services Agreements involving the development of intellectual property
  • Reseller agreements
  • Sale and assignment of intellectual property rights – including warranty protection
  • Subcontracting agreements
  • Teaming arrangements
  • IP due diligence / chain of title in M&A transactions and financial, venture capital investments

We assist our clients in understanding and complying with federal and provincial privacy-related legislation and regulations including:

  • the federal Personal Information Protection and Electronic Documents Act (PIPEDA)
  • the Ontario Personal Health Information Act (PHIIPA)
  • Canada’s New Anti-Spam Legislation

In commercial transactions involving the collection, use, disclosure, processing, and storage of personal information and personal health information, we work closely with our client’s privacy and security teams to confirm that necessary safeguards are in place to protect customer and patient personal information.

As more corporate data and business processes move online, businesses are faced with the challenged of protecting their websites and infrastructures against data theft, denial of service attacks (DDoS), and other network security threats. We have experience in drafting, negotiating, and implementing strategic, mission critical enterprise-wide cloud-based security solution arrangements with leading providers of clouds based security solutions.

We represent Customers and Vendors, in both the public and private sectors, in all phases of the procurement process. We also work closely with our client’s strategic sourcing groups and procurement officers in structuring, implementing, maintaining, and managing long term strategic relationships with their business partners.

If you are a Customer (both private sector and government entities) we:

  • Draft terms of the engagement and confidentiality agreements
  • Assist in structuring and preparing procurement documents
  • Assist in evaluating bids
  • Prepare and negotiate contract documents
  • Confirm compliance with provincial, domestic, and international trade and procurement agreements

If you are a Vendor we:

  • Assist in assessing risk
  • Draft responses to requests for proposals, requests for information and tender calls
  • Confirm compliance with the procurement process requirements
  • Provide strategic advice on contract process
  • Negotiate contract documents

Confirm compliance with applicable provincial, domestic, and international trade and procurement agreements