Insights

This executive guide breaks down representations and warranties in Ontario share purchase agreements. You will learn what these promises mean, why they protect buyers from hidden debts and lawsuits, and how sellers use tools like knowledge qualifiers, materiality thresholds, survival periods, and indemnification caps to limit exposure. The guide covers Ontario-specific rules under the OBCA,

Master Service Agreements (MSAs) and Statements of Work (SOWs) are fundamental building blocks of many business relationships. Think of an MSA as the umbrella or parent contract that defines broad terms for an ongoing relationship between a service provider and a client. The SOW is the child contract under that umbrella, detailing specific projects, deliverables, timelines, and costs. Together they form a two-tier

A cost recovery clause in a service agreement decides who pays legal fees, court costs, or collection expenses when a contract is broken. Without this clause, winning a lawsuit can still leave you paying your own lawyer. Ontario courts have broad discretion under the Courts of Justice Act, meaning a contractual cost right is not

During the process of selling or buying a business, the main focus for business owners in Ontario will always be on the bottom line, the total cost of the deal, the terms of payment, and the closing date. However, it can be argued that the schedules accompanying the agreement of sale are equally important. Ignoring