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  • This paper addresses boilerplate provisions in contracts. It highlights 10 common boilerplate provisions, and discusses why to include or exclude them in an agreement. It also provides sample boilerplate clauses. The provisions discussed include: recitals and attachments; heading, articles, and sections; entire agreement; no waiver; severability; assignments; governing law; counterparts; time of essence; and notice. This paper is part of a collection presented at LESA’s Contract Review and Clause Negotiation seminar held in Edmonton on February 15, 2017 and in Calgary on February 23, 2017.  
  • This paper focuses on restrictive covenants in employment contracts and commercial agreements. It discusses the different interpretations of restrictive covenants in employment contracts compared to business sale agreements. It also sets out the reasonableness criteria for restrictive covenants, and reviews the principles behind the criteria, with references to relevant case law. Additionally, hybrid agreements containing both an employment and commercial element are considered, including how to interpret restraint of trade clauses. Finally, severing unlawful portions of restrictive covenants to render them unenforceable is discussed. This paper includes sample non-competition, non-solicitation, and confidentiality agreements in the context of both a share purchase agreement and an asset purchase agreement. As well, sample restrictive covenant provisions for employment contracts are also included. This paper is part of a collection presented at LESA’s Contract Review and Clause Negotiation seminar held in Edmonton on February 15, 2017 and in Calgary on February 23, 2017.  
  • This paper considers confidential information and the use of non-disclosure agreements. It provides an overview of confidential information and confidentiality agreements, and then discusses the elements of a non-disclosure agreement, including the purpose, terms, exceptions, liability, and mutual obligations. The return and destruction of confidential information is also discussed, as well as the survival of confidentiality obligations. Additionally, exceptions to the definition of confidential information are provided. A summary of non-disclosure agreement drafting tips is also included with the paper. This paper is part of a collection presented at LESA's Contract Review and Clause Negotiation seminar held in Edmonton on February 15, 2017 and in Calgary on February 23, 2017.  
  • Delve into common contract clauses, developments in contract law, key cases, and implications for your practice. Discover specifically what to look for when reviewing common types of contract clauses, including key clauses and boilerplate provisions as well as potential options for negotiation. This on-demand program was originally presented as an in-person program in February 2017. Total running time is 2 hours, 50 minutes.
  • This paper provides an overview of practical and substantive considerations for lawyers to effectively close the purchase and sale of a business. First, preparing ancillary agreements and other closing documents is reviewed. Next, the practical aspects of managing the transaction from start to finish are discussed, including tips for organization and handling the closing itself. Finally, a brief overview of post-closing considerations is provided. This paper also includes, as appendices, an example working group list, an example closing agenda, examples of master signature page documents, and an example signature checklist. This paper is part of a collection presented at LESA’s Buying and Selling a Business seminar held in Edmonton on March 2, 2017 and in Calgary on March 9, 2017.