$39.00
It makes a big difference in how we write your agreement. We'll make the agreement favour you depending on if you're the buyer or the seller.
Is the seller from Quebec?
Is the buyer from Quebec?
We'll change your agreement to put in a few things that are needed for Quebec contracts.
Intellectual property includes:
The buyer may want to agree to how the purchase price will be divided up among the assets being purchased. For example, you could say a $5,000 total purchase price is divided up with $2,000 going to equipment and $3,000 going to intellectual property.
This gets technical, but here's the simple version. The buyer would want to do this because different types of assets are depreciable at different rates of capital cost allowance for taxes. This impacts the adjusted cost base and capital gains. So, it's something for the purchaser to think about and talk over with their accountant.
It's optional to include the purchase price allocation for each asset, so you can leave it blank if you want.
There are some tax elections you can make if you're buying or selling pretty much all of the assets of a business. For example, you can defer GST/HST payments. Your accountant can help you understand how best to apply these deferrals in your circumstances. For now, click "yes" if you feel you're buying or selling basically all of the assets in the business. If not, click "no".
Usually when you buy an asset from someone, you're just buying the thing and not any liabilities attached to it. For example when you buy a car you're getting the car, not the seller's car loan along with it.
Sometimes though you may agree to take on the liability that comes with the asset. In our car example, maybe the interest rate on the loan is really quite good so you agree to assume the seller's loan rather than getting your own financing.
If you are taking on any liabilities attached to any of the assets you're buying, choose "yes". If you're not, then choose "no".
A promissory note is an "I owe you" for the balance that is paid off over time, usually with interest
This could be shares in the buyer's company or even another company (but usually it is shares in the buyer company)
What consents and permissions do you need for the asset sale? We'll include the description in your agreement. If no consents or permissions are needed, you can skip this step.
For example, a bank that gave a loan on the equipment may need to give its permission for the sale to go through, particularly if the buyer wants to take over the loan. So you could say:
Name: Royal Bank of Canada
Description of Consent: Consent required under the loan agreement dated January 1, 2019
Responsible Party: Vendor
Click on the "+" button to add more lines if you need it.
Is anyone using a broker or agent that will be getting a fee or commission for the sale?
Since you're the seller, we can put in some extra protections to limit your liability. Let us know what you want to put in your Agreement.
It's common for the seller to promise to pay for the buyer's losses if it made a serious misrepresentation about what's being sold. For example, if the seller promised that it owned the asset but it turns out that someone else actually claims to own it, the buyer could get brought into a lawsuit and have unexpected costs (or even lose the asset). In that case, the seller promises to pay for the buyer's losses. This promise is called an "indemnity".
While it's common for the seller to make an indemnity promise to the buyer, you can limit your liability. We'll go over how here.
A minimum liability basket means that the buyer can't claim any amounts against you until its losses reach a certain amount. For example, the buyer cannot claim anything against you until the amount claimed is at least $1,000.
A maximum liability cap means the buyer cannot claim over a certain amount against you. For example, no matter how bad its losses are, the buyer is not allowed to claim more than $5,000 against you.
For example, the buyer cannot claim anything against you until the amount claimed is at least $1,000. If you're unsure about the amount, 5% of the total purchase price is a good place to start.
For example, no matter how bad its losses are, the buyer is not allowed to claim more than $10,000 against you. If you're unsure where to start, a common approach is to cap your liability at the total purchase price amount. You could make the cap lower though, especially if you're selling tangible property (like equipment, inventory, or goods) on an "as is" basis.
Being a sole proprietor means you haven't incorporated and are doing business in your own personal name.
Sole proprietors usually operate their business under a trade name. For example, if your name is Tony Stark and you're a sole proprietor, you might be calling your business Stark Consulting. So, what name are you using for your business?
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Promissory Note. Since part of the purchase price is being paid through a promissory note, here's a link to where you can make your own in just a few minutes (opens in a new tab, you won't lose your spot).
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Answer some questions and we'll suggest some contracts and legal docs you should have for your business.
What kind of business do you have?
What kind of things are you up to with your business right now?
What else is important to you right now?
Starting Up: Corporations and Partnerships
Starting up a business is exciting. There's also a lot of legal terms thrown at you and it's hard to know where to start. We'll explain the difference between Sole Proprietorships (doing business as "just you"), setting up a Corporation, and forming a legal Partnership, and which one may be best for you.
Learn more.
Software Terms of Service
App companies, Software as a Service (SaaS) companies, and other tech companies use Software Terms of Service to set out how people can use their software or app. For example, the Terms of Service include your pricing and payment terms and the services and features you offer. They’ll also cover intellectual property protection and data and privacy. The Terms of Service are your contract with your user and they accept your Terms of Service when they sign up with you for access to your software platform or app.
Services Agreement
A Services Agreement (sometimes also called a Consulting Agreement or an Independent Contractor Agreement) is a contract that outlines what services a person or company will do. Service businesses of all kinds use a Services Agreement for their work – website designers, marketers, consultants, and freelancers are just some examples.
You can also use a Master Services Agreement format if you’re working on a project with a few different phases. This format uses a Statement of Work that outlines what you will do for each project phase.
Independent Contractor Agreement
Sometimes it doesn’t make sense to hire a person as an employee just yet, but you still want to work with them. Maybe you’re not ready to hire employees for now or you might want them to keep the risk of what they do in their own business rather than taking that on yourself. Whatever the reason, you still want to work with them. If that’s the case, you can work with them as an Independent Contractor. We’ll walk you through what you need to put into your contract for their work.
Sales and Services Terms and Conditions
A professional business has Sales Terms and Conditions covering things like warranty and product support, product delivery, privacy and data use, any software licensing that goes along with your product. Your Sales Terms and Condition should also cover things you may not have thought about, like keeping your rights to copyrights, patents, and branding and limiting your liability if your customer uses your product in strange ways (the “seriously, please don’t do this at home” kind of stuff).
You can add your Sales and Services Terms and Conditions to an e-commerce order, a sales invoice, or have them signed as a separate document.
Sales Representative Agreement
You have great things to sell and now you need great people to help you sell them. That’s what a Sales Representative Agreement helps you with. We’ll get you set up with commission payments, any geographic territory limits you want to include, inventory management, and the other key things you need to think about when hiring or contracting with someone to sell your products.
Employment Contract
Employing quality people means you should have a quality contract. But where do you start? We’ll walk through all the pieces of an employment contract, like how your employee will be paid. For example, salary or hourly wage, bonuses, and commissions. We’ll also go over how much notice you’ll give if you decide to end their employment. We’ll look at some not so obvious things too, like whether your employee should be allowed to compete with you or approach your clients after they stop working for you and if you’ll have a fixed employment end date or not.
Stock Option and Equity Compensation Plan
Termination of Employment and Release of Claims
Things don’t always work out with someone. So if you need to let someone go without cause (e.g. laying off someone because business is slow or because they’re just not the right fit for your company), you’ll have to formally tell them. You should also try to get a release of claims, which means they are giving up any rights to sue you because of the termination.
Confidentiality Agreement
A Confidentiality Agreement allows you to share your ideas and confidential information and keep it all safe. The person you share your information with promises to keep it confidential and to give it back to you when you ask for it. They also promise not to use your information against you, like using it to compete with you. The other person also agrees to be responsible for any misuse of your information by their employees and representatives.
You can also include a non-solicitation promise, which means the person you share the information with can’t steal current customers or your employees and contractors.
Letter of Intent
You’re hustling and working on landing that new client or business deal. You need to start sharing ideas and sketching out what the deal will look like, but you’re not ready to sign the contract just yet. So what do you do to protect your ideas, deal points, and info in the meantime?
That’s where a Letter of Intent comes in. It’s a “handshake” deal put down on paper, letting you write out your major deal points so you can move ahead. A Letter of Intent includes things like a description of the deal or project, cost and profit sharing, and other key points that will eventually go into a larger, binding agreement (like a Joint Venture Agreement or a Services Agreement). A Letter of Intent can also include confidentiality promises and agreements to not shop the deal (meaning the other person can’t use your offer to shop around for something better). We’ll guide you through it.
Asset Purchase Agreement
Buying or selling assets is a great way to grow your business. Protect your investment and business with an Asset Purchase Agreement. Whether it’s physical things, like equipment, goods, or inventory, or intangibles like intellectual property or rights to a contract, this is where to start. Check all the legal boxes – payment types, consents, brokers or agents, and even seller and buyer protections.
Intellectual Property Purchase Agreement
Businesses often grow by buying important assets from other businesses. With today’s high tech economy, it’s really common for businesses to buy intellectual property from other companies. For example, you could be buying some of another company’s copyrighted materials. Perhaps you’re buying trademarks or patents, too. You could even be buying their tech, like a software platform, code, or an app. If that’s what you’re up to, this agreement is where you should start.
Assumption of Risk and Waiver of Liability
If you’re a business that offers an experience to your customers then you could really use an Assumption of Risk and Waiver of Liability. For example, rock climbing centres, tours, and gyms have some risk of injury to them. So why use an Assumption of Risk and Waiver of Liability? Well, it outlines the risks for your customer and gets them to agree they’re accepting them before they go ahead. It also has them agree they are limiting your liability and giving up their right to sue you.
Release of Claims
When something wrong happens someone could threaten you with a lawsuit. For example, maybe someone got hurt at your location. Or maybe they weren’t happy with your work and are threatening to sue now. Whatever the reason, you’ve settled the dispute and you’re wanting to make sure the matter is final and you can’t be sued. That’s what a Release of Claims is for. It’s what we use when a person agrees to give up a legal claim they have (or think they have) against you.
Website Terms of Use
Your website is a big part of how you connect with people, so there are a lot of legal things to cover in your site’s Terms of Use (sometimes also called “Terms and Conditions”). We’ll look at how you use your site and add terms and conditions for user accounts and any sales you do through the website. If your site allows people to post content, like reviews and comments, we’ll add some rules for that. We’ll also protect your copyright and trademarks, making it clear you own your content and branding. Your Terms of Use will also tell your visitors how they’re allowed to use your site. We’ll limit your liability and set you up with the notices you need to use website visitor data legally to get everything in order.
Privacy Policy
Privacy is a big topic and it’s been in the news lately, a lot. Having a Privacy Policy protects you in some important ways. It lets people know what kind of information you collect about them and how you use it. Also, it tells people how you might share information with others. Laying that all out in your Privacy Policy protects you from claims you misused someone’s information.
Having a Privacy Policy also gives your visitors confidence about how you handle their information. Knowing that you will protect their credit card numbers, contact information, and other sensitive information makes you look trustworthy. Internet privacy laws are changing and getting stronger for website visitors, so an up to date Privacy Policy is quite important.
Cookies Policy
Cookies are at the center of privacy laws around the world. A Cookies Policy will protect your business by making sure you have the legal disclosures you need to stay onside those laws. It will also give your website visitors and customers confidence about how you use cookies. Maybe you just use essential cookies to make your website or platform run properly, like for authentication or to save a person’s shopping cart. Maybe you also use them for advertising, integrating other services on your website or in your app, or for showing specific content. We’ll help you make a Cookies Policy that’s unique to your business.
Unanimous Shareholder Agreement
A Unanimous Shareholder Agreement, also called a “USA”, is an agreement among all the shareholders of a company. Think of it as the rule book for your business relationship. It says who gets to buy new shares in the company and how you’re allowed to sell your shares. It also says how you’ll vote on important business decisions and what happens if you want to sell the company. We’ll even go over things you may not have thought about, like what happens if someone goes bankrupt or goes through a divorce and someone else claims that person’s shares. All that and more is set out in your Unanimous Shareholder Agreement.
Shareholder Loan Agreement
Shareholders often loan money to their business, especially in the early stages of your company when you’re just getting started, and that’s what a Shareholder Loan Agreement is for. When you loan money to your company, the idea is the business will repay the loan at some point in the future. We’ll go over all the typical considerations for a shareholder loan, like whether you will charge interest and if the company has to make periodic payments or not.
Share Subscription (Purchase) Agreement
Found someone that wants to buy into your business? Amazing, it’s a great way to build a team and finance your business. Your legal agreement for selling a piece of your business doesn’t have to be a headache. We’ll go over the key things to put into your agreement when someone buys into your business.
Promissory Note
Use a Promissory Note to put your simple loan down on paper. A Promissory Note shows that someone has borrowed money from someone else and promises to repay it. You can include details about interest, due dates, and whether the loan will be secured by any of the borrower’s assets. We’ll also help you decide what kind of Promissory Note you need. For example, you can choose to have regular payments or not. You can also decide if you want it to be a revolving loan, meaning the borrower can repay and re-borrow as needed.
Guarantor Contribution Agreement
You’d think that when several people guarantee a bank loan, lease, or some other obligation, the creditor would have to collect the fair share from each person if the company doesn’t pay the obligation, but that’s not how it works. The creditor can go after one or more of the people as it sees fit, usually going after the ones that actually have the money to pay. A Guarantor Contribution Agreement solves that problem by making an agreement among all the guarantors that they will reimburse anyone who pays more than their fair share.
Joint Venture Agreement
Entrepreneurs and innovators love to work together, and some great business gets done when they do. But, you may not want to create a formal partnership right now like you would with a new company. That’s where a Joint Venture Agreement comes in. It allows you to set up a project and work with another company, much like a partnership, without creating a whole new company or formal legal partnership. We’ll outline your project and what each of you will do and be responsible for. Your Joint Venture Agreement will also say how you will vote on major business decisions and how money will go in and out of the venture. We’ll go over these and other big deal points to keep your project and working relationship on the right track.
This contract recommendation tool is a software tool to suggest legal documents that may be applicable to you. It is not legal advice.
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