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Contracts & Agreements
Drafting, reviewing and negotiating the everyday agreements Ontario businesses rely on — service agreements, contractor agreements, NDAs and more.
Most contract problems are easier to prevent than to fix. A well-drafted agreement, reviewed carefully before signing, resolves ambiguity while both sides are still cooperating — long before a disagreement has a chance to form.
This hub focuses on the everyday agreements that Ontario businesses and individuals sign most often: what belongs in them, what to watch for, and how to negotiate terms that hold up if circumstances change.
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More guides in this hub
Independent Contractor Agreements in Ontario: What to Include and Why It Matters
How contractor agreements differ from employment contracts, and the terms that help keep the classification clear.
Non-Disclosure Agreements in Ontario: What They Protect and Their Limits
What an NDA typically covers, common exclusions, and where confidentiality obligations tend to run into trouble.
Employee vs. Independent Contractor in Ontario: Why the Label Matters
Calling someone a “contractor” doesn’t control the legal analysis — courts look at control, tool ownership, profit/loss risk, integration, the dependent-contractor middle category, and the exposure of misclassification.
Non-Compete Agreements in Ontario: What’s Actually Enforceable
Since October 2021, Ontario’s Employment Standards Act generally bans employee non-competes, with narrow exceptions for senior executives and business sales; distinguishes non-solicitation and confidentiality clauses from non-competes.
Sale of Goods Agreements in Ontario
How the Sale of Goods Act implies terms into contracts for the sale of goods unless validly excluded, risk of loss vs. passing of title, remedies for defective goods, and how this differs from a services contract.
Licensing Agreements in Ontario Explained
What a licence grants versus an assignment, exclusive vs. non-exclusive licences, royalty/fee structures, term and termination, and territory/field-of-use scope restrictions.
Loan Agreements and Promissory Notes in Ontario
Covers the difference between a promissory note and a full loan agreement, personal loans between friends/family, the federal criminal interest rate cap, and what to put in writing even for informal loans.
Consulting Agreements in Ontario: Key Terms to Get Right
Explains scope/deliverables, fee structures, IP ownership of work product, confidentiality, independent contractor status language, and termination in consulting agreements.
Letters of Intent in Ontario: Binding or Not?
Explains how an LOI can be fully binding, non-binding, or a hybrid, depending entirely on wording and intentions rather than the document’s label, plus drafting tips.
Asset Purchase Agreements in Ontario
Explains how buying or selling a business through an asset purchase works in Ontario — what’s included, what liabilities stay with the seller, and how it differs from a share purchase.
Shareholder Agreements in Ontario Explained
Covers why a shareholder agreement matters even for small companies, and provisions like transfer restrictions, shotgun clauses, and drag-along/tag-along rights.
Employment Contracts in Ontario: Key Terms to Know
Walks through the core terms of an Ontario employment contract and how the Employment Standards Act sets minimums a termination clause cannot validly undercut.
Severance and Termination Clauses in Ontario Employment Contracts
Breaks down the gap between ESA minimum notice/severance and common-law reasonable notice, and why many termination clauses fail and get struck down entirely.
Franchise Agreements in Ontario: What the Law Requires
Explains Ontario’s Arthur Wishart Act disclosure requirements, the 14-day disclosure window, the statutory right of rescission, and what a franchise agreement typically covers.
Waivers and Release Agreements in Ontario: Are They Enforceable?
Explains what liability waivers try to accomplish, when Ontario courts enforce them, the notice requirement, and limits around gross negligence and minors’ waivers.
Vendor and Supplier Agreements in Ontario
Covers key vendor/supply contract terms, the Sale of Goods Act’s implied terms, exclusivity/minimum-purchase commitments, and what happens when a vendor relationship breaks down.
Amending a Contract in Ontario: How Changes Should Be Documented
Explains the risk of verbal side understandings, no-oral-modification/entire agreement clauses, and proper written amendment practice.
Are Electronic Signatures Legally Binding in Ontario?
Covers the Electronic Commerce Act, 2000’s general rule, practical exceptions, and what makes an e-signature process defensible.
Standard Form Contracts in Ontario: Are They Enforceable?
Explains why take-it-or-leave-it contracts are generally enforceable, the notice requirement for onerous fine-print clauses, and the Consumer Protection Act, 2002 overlay.
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FAQ
Agreements: frequently asked questions
What's the difference between an employee and an independent contractor?
Courts and tribunals look past the label in the contract to the real relationship — factors like control, ownership of tools, chance of profit and risk of loss all matter, not just what the agreement calls the relationship.
How specific does an NDA need to be?
Specific enough that both sides understand exactly what information is protected, for how long, and what's excluded (such as information that was already public). Vague NDAs are harder to enforce.
Can I use a template for a business agreement?
A template can be a reasonable starting point for a simple, lower-stakes agreement, but it rarely reflects the specific risks of your situation. Higher-value or longer-term agreements are usually worth a closer, tailored review.
What makes a settlement agreement enforceable?
Like any contract, a settlement agreement generally needs clear terms both sides agree to, along with consideration — most often the payment or action being exchanged for a release of further claims.
Understand your agreement. Know your next step.
Ontario-wide, plain-English contract law information — built to help you make sense of your situation before you decide what to do next.