Calgary Business Contract Lawyers
Most businesses require a broad variety of contracts and agreements to govern their operations, including their corporate structure, stakeholders, and financial interests. DBB Law ensures clients’ ventures are positioned for success by carefully drafting detailed, comprehensive agreements that address potential liabilities and secure their rights.
Shareholder agreements are critical for securing shareholder rights, setting out the management of a business, and determining how a company’s shares can be disposed of. These agreements help reduce misunderstandings and avoid unnecessary conflict. They also can set out clear methods to reduce disputes if they arise.
Some of the issues commonly addressed in a shareholder agreement include the following:
- Shareholder rights and duties to the business;
- How the board of directors will be constituted and how it will make decisions;
- The terms of each share class
- Levels of decision-making authority; and
- Any restrictions on the sale or transfer of share classes, including the buy-back of shares.
Management agreements create a roadmap for overseeing a business’s operations, including the division of leadership roles and responsibilities. They may also address management rights and obligations, including:
- Incentives and bonuses;
- Benefits and pensions;
- Severance packages, including management’s entitlements in the event of a merger and acquisition or winding up of the company; and
- Fiduciary obligations, including restrictive covenants and non-disclosure/confidentiality requirements.
Equipment Purchasing & Leasing
Purchase and leasing agreements can be complex and are critical for smooth business operations. They can include terms relating to all aspects of procuring and leasing equipment, including:
- Rental payments and remedies upon default;
- Rent-to-own arrangements;
- Security deposits;
- Responsibility for corollary costs, such as utility charges and insurance;
- Authorized and prohibited use; and
- Cancellation of the agreement and repossession of the equipment.
Professional Service Agreements
Professional service agreements govern the relationship between a contractor or consultant who provides their skills and expertise to a business (but is not employed as an employee of the company). Examples of standard terms in a professional service agreement include:
- The services for which the professional is being engaged to perform;
- The length of the term;
- Timelines for completing project milestones or work outcomes;
- Clarification about the contractor/consultant nature of the relationship (and not an employment relationship);
- Compensation for the professional’s services;
- Ownership of any finished product or data created by the professional;
- Any insurance requirements and the parties’ responsibility to obtain insurance;
- Liability for damage caused by the services or project;
- Governing laws, regulations, or other compliance requirements;
- Whether the professional can assign the agreement or use contractors/subcontractors; and
- How each party can terminate the agreement and their rights and obligations upon termination.
In June 2021, the Partnership Act of Alberta was amended to reduce many administrative requirements for creating a legal partnership. As a result of these amendments, greater discretion was given to partners to set out the terms of their partnership in a partnership agreement.
Partnership agreements should not only set out financial considerations such as profit sharing between the partners but also address possible areas of dispute, including:
- Leadership roles and responsibilities between partners;
- Rules and remedies for conflict of interest;
- Division of ownership;
- Buy-out of a partner; and
- Dissolution of the partnership and winding up the business.
DBB Law: Creating Innovative Business Contracts & Agreements in Calgary
The corporate law group at DBB Law understands the critical role that well-drafted, forward-thinking agreements play in a business’s success. We can create a suite of robust agreements at the outset of a venture’s operations or can conduct a thorough review of existing contracts to ensure they continue to meet our client’s needs and reduces their risk.
Located in the heart of downtown Calgary, DBB Law provides personalized, modern business solutions throughout Alberta. To schedule a confidential consultation with a knowledgeable corporate lawyer, contact the firm online or call 403-265-7777.