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Do you have experience in Canadian Law? Province -

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Do you have experience in Canadian Law?

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Province - Saskatchewan

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Answered in 9 minutes by:
1/16/2018
Debra
Debra, Lawyer
Category: Canada Law
Satisfied Customers: 104,516
Experience: Lawyer
Verified
I️ am a lawyer in Canada and happy to help.Please let me know the basic facts and then your specific question.Thanks
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Customer reply replied 4 months ago
I just submitted the question
Customer reply replied 4 months ago
Do you see the question? I just paid the $79 for submitting the question in a question box
I am sorry but I do not see the question.Please click reply and copy and paste it here.
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Customer reply replied 4 months ago
Here is what I submitted:
Do you have knowledge in Canadian Law? I’ve been Reviewing my contract and NDA that I signed with a Canadian company (I'm from Canada). Looks like the latest signed Agreement is with Company #1 for filling CEO role and to obtain funding. Instead of filling those two requirements for Company #1,we started a new company, taking one of the products from Company #1 and adding other partnerships/products from other companies. Company #1 they said they would honor the Agreement with Company #2, and also honor it for any other people I hired for Company #2. I do have a Shareholders Agreement with Company #2 giving me 10% of Class A Common Shares for all the extra work I've done to build the company, but no Independent Contractor Agreement for the hiring activities or the funding. I'm thinking of terminating the Contract, so I’ll need to get a quick legal opinion on:
1. Does NDA & Agreement from Company #1 transfer to Company #2, legally?
2. Can I start a competing company to Company #2?
2. Upon termination of contract, does Company #2 still need to pay me for any roles for people I've hired who may stay with Company #2?
Customer reply replied 4 months ago
Shall I add the confidential files for you to look at?
Is there a noncompetition agreement or just a nondisclosure agreement?
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Customer reply replied 4 months ago
I can upload it. Is it confidential if I upload it?
There really is no confidentiality so perhaps you could summarize it for me.Please take your time.
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Customer reply replied 4 months ago
The separate NDA was signed, along with a different agreement. We parted ways in October 2015, then re-engaged in December 2015. See the original NDA, and the latest engagement Agreement.
Customer reply replied 4 months ago
I'll switch to a Live Call, as long as I don't get charged for the previous question I submitted this through, AND this one.
Can I record the call, so I can go back through it later?
Customer reply replied 4 months ago
Are you reviewing the documents?

I am not able to speak to you on the phone, but just so you do understand, the way the site works is you do have to pay for the question as well as the call.

I don't see anything in either agreement that prohibits you from competing.

Essentially you cannot reveal confidential information pursuant to the contracts. But that would be the case even without an agreement in most cases. And you cannot solicit their staff or clients etc. So it applies in both cases.

But there is nothing that I can see that prohibits you from competing so long as you don't use any information you received from them and so long as you don't solicit their customers/clients or staff. So I believe you can start a competing company so long as you do it carefully and fairly.

I don't see anything that gives you the right to be paid after you terminate the contract.

Does that help as a starting point?

Please feel free to post back with any follow-up questions you may have. If you don't have any then I hope I have earned a 5 star rating but if you don't feel that I have please don't hesitate to reply back and let me know what more I can do to assist you. Finally, please know that even after you rate me I will be here for you and you can ask follow-up questions if you think of them later on at no further charge of course.

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Customer reply replied 4 months ago
Company #2 has no current clients, it was a startup. The relationships with potential clients is either ones that I have brought forward, or ones people I've hired have brought forward. No money has been exchanged, everything to this point has been done through sweat equity.
Customer reply replied 4 months ago
The people I've hired have been brought on as Independent Contractors and are on a Commission or Commission plus equity position.

So I really think you are free to move on.

It would seem that you should valuate the shares and sell them.

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Customer reply replied 4 months ago
Proposals have been sent, no client engagements signed.
We do have two potential funders, who I've brought to the table. Again, no signed agreements

I am not sure if our posts are crossing or you are replying to the last one but what I said was:

So I really think you are free to move on. It would seem that you should valuate the shares and sell them.
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Customer reply replied 4 months ago
Can I keep the shares and wait for them to be worth something?
Can I contact my relationships (who haven't signed with the Company #2), and speak with them about the NewCo I'll be forming?
Can I contact the people I hired as Independent Contractors for Company #2 to see if they want to work with me at the NewCo?
Customer reply replied 4 months ago
Are you still there?
If you start another corporation you would at least have to reveal your potential conflict of interest to the directors. As a shareholder you cannot do something that will harm your cooperation.You cannot solicit the independent contractors that are now with this corporation.
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Customer reply replied 4 months ago
does that mean that I can contact my relationships for potential clients and potential funders (who haven't signed with the Company #2), and speak with them about the NewCo I'll be forming?
long as you are not getting the contact information from the current corporation.
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Customer reply replied 4 months ago
They are connected to me through my personal LinkedIn, or have originated through my own company's recruitment/reach out efforts.
Customer reply replied 4 months ago
You mentioned "You cannot solicit the independent contractors that are now with this corporation." As Independent Contractors, aren't they able to work with any company they wish?
Customer reply replied 4 months ago
Also, since I created many of the documents for the Company #2, can I use them as a basis for the NewCo?
you can.
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Customer reply replied 4 months ago
Thank you!
And can the Independent Contractors work with any company they wish, including the NewCo?
they can but you cannot solicit them.
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Customer reply replied 4 months ago
OK great!
One more question: is there a way to capture this conversation? Will it be emailed to me?
After you rate me you will be given that option.
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Customer reply replied 4 months ago
ok Thanks!
Do I hand over all documents that I created for Company #2, even though there is no formal agreement for me to be creating documents? Do I hand over all human resources information on the people hired as Independent Contractor, that has been done through my own separate company?
Customer reply replied 4 months ago
Even though I haven't been paid for it?

You don't have over what is yours. You hand over what is theirs and what you agreed to give them.

But you have to remember that you are a shareholder and cannot harm them.

Debra
Debra, Lawyer
Category: Canada Law
Satisfied Customers: 104,516
Experience: Lawyer
Verified
Debra and 87 other Canada Law Specialists are ready to help you
Ask your own question now
Customer reply replied 4 months ago
Ok, thank you.
That's all for now. Much appreciated!

You are very welcome.

Take good care.

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Satisfied Customers: 104,516
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