Author: R.W. Ewasiuk KC

The primary purposes of a commercial agreement are to document the understanding of the parties and to set out their respective obligations and entitlements. As much as possible, a commercial agreement should also endeavour to limit disputes, litigation, costs, and risk. This paper explores vendor protection considerations that are often overlooked, or if they are considered, they may be insufficiently done so. Topics addressed include: helping clients manage their expectations, earn outs, liability of limited partners in other jurisdictions, securing unpaid dividends and redemption amounts, vendor take back arrangements, entire agreement clauses, releasing directors, T4 tax slips, wire transfers, paying out encumbrances, differing time zones, ownership of emails and privileged communications, association/loss of CCPC status, fraud, warranty expirations, widow/widower clauses, indemnity limitations, minute books, non-competition agreements or clauses, and more.

These materials are part of a collection presented at LESA’s Legal Strategies in Mergers & Acquisitions program in Edmonton on April 29, 2025.