Three agreements for the people an Ontario company brings on: an employment package, an independent contractor agreement and an advisor agreement, each with confidentiality, IP assignment and the covenants Ontario law still allows. Signed before the work starts.
Each form is drafted for your company once and reused for every person of that type, with the variable terms — role, pay, start date, deliverables — in a schedule. Prepared by the firm’s team under the lawyer’s review.
An offer letter and an employment agreement for Ontario employees: role, pay, hours and overtime, vacation, probation, and a termination clause drafted to meet the Employment Standards Act, 2000 — the clause Ontario courts strike most often when it is drafted loosely.
For the developer, designer or fractional executive who is not an employee: services and deliverables, fees and invoicing, term and termination, insurance and indemnity, and IP that passes to the company on payment — drafted so the relationship reads as what it is.
For the industry advisor or former operator who gives a few hours a month: scope and time commitment, term, confidentiality, IP in anything they contribute, and a clean hand-off to the option plan if equity is part of the arrangement.
Provisions, not separate documents: confidentiality that survives the relationship, assignment of everything created for the company with moral rights waived, and a duty to sign what a patent or trademark filing later needs. This is the chain of title an investor’s diligence follows.
Ontario banned non-competition clauses in employment agreements in 2021, with two exceptions. The kit relies on what still works — non-solicitation of clients and staff, reasonable in reach and time, and confidentiality — and includes a non-compete only for an executive or a seller, where the Act permits it.
An intake call with the lawyer to go through who is joining, in what capacity and on what terms — and to sort employee from contractor before the wrong form is used. One consolidated round of comments, then the three agreements delivered with a short guide to using them.
Whether a non-compete is enforceable, whether the person is an employee or a contractor, and what a termination clause has to say. Each is settled in the drafting, not discovered later.
Since 25 October 2021 an Ontario employer cannot enter into one with an employee. The two exceptions are executives in chief positions and a seller who joins the buyer after a sale of the business.
The Working for Workers Act, 2021 added the prohibition to the Employment Standards Act: a non-competition agreement with an employee is void, and the executive exception reaches only a president, chief executive officer, chief financial officer or another chief position. Agreements signed before that date are outside the ban but still face the common-law test, which most non-competes failed even before 2021.
What still works is a non-solicitation covenant — a promise not to approach the company’s clients or recruit its staff for a defined period — and a confidentiality covenant, both enforceable when they are reasonable in reach and duration. The kit’s employment agreement uses those; a non-compete appears only in the executive form, and only where the facts support it. For contractors the statutory ban does not apply, but a non-compete is still weighed for reasonableness and can itself be evidence that the contractor is really an employee.
The label on the contract does not decide it. The facts do — control, tools, the chance of profit or loss, exclusivity — and getting it wrong is expensive.
Courts and the Canada Revenue Agency look at control over how and when the work is done, who supplies the tools, whether the person can profit or lose on the engagement, whether they work for others, and how integrated they are in the business. A developer working set hours, on company equipment, under a manager, for one company, is an employee whatever the agreement calls them. The Employment Standards Act prohibits treating an employee as if they were not one.
Misclassification surfaces at the worst moments: a termination, a CRA review, or an acquirer’s diligence. The cost is back vacation pay, overtime and termination pay, payroll remittances with penalties, and on a sale a price adjustment or indemnity. There is also a middle category, the dependent contractor, who works mostly for one company and is owed reasonable notice on termination like an employee. The intake call sorts each person into the right form; a written opinion on a borderline case is scoped separately.
Three forms, drafted for your company and reused for each person: an employment package, an independent contractor agreement and an advisor agreement, each carrying confidentiality and IP assignment.
Employment. An offer letter and employment agreement: position, pay, hours and overtime, vacation, probation, benefits if any, confidentiality, IP assignment, non-solicitation, and a termination clause that gives the employee at least what the Act requires in every circumstance. Ontario courts read the whole clause together and, since the Court of Appeal’s decision in Waksdale in 2020, strike all of it if any part falls short — which leaves the employer paying common-law notice of months rather than weeks. The agreement is signed before the first day, because a contract signed after work has begun needs fresh consideration to bind.
Contractor. Services, deliverables and acceptance, fees and invoicing, term and termination on notice, the contractor’s own tools and insurance, indemnities, confidentiality, and IP assigned to the company on payment with moral rights waived.
Advisor. Scope, expected hours, term, confidentiality, IP in contributions, no authority to bind the company, and a reference to the option plan for any equity, which is granted under the ESOP Plan Setup Kit rather than promised in the advisor agreement. Once a company reaches twenty-five employees, Ontario adds written-information and job-posting rules; the delivery guide flags them.
For companies moving beyond the founders: the documents in place before people create work product, see confidential information or represent the company.
A contractor who was really an employee, code the company does not own, a termination clause that does not hold, a non-compete that was void the day it was signed — none of it shows until a departure, a CRA review or a diligence request.
Three agreements drafted to Ontario law and signed before day one, so that the company owns the work, the relationship is what it says it is, and leaving costs what the contract says.
The employment package, the independent contractor agreement and the advisor agreement, each with confidentiality, IP assignment and the covenants Ontario law allows; an intake call, one consolidated revision round, and a delivery guide. Drafted for reuse across the people you bring on. HST is separate. An executive agreement with negotiated terms, equity for team members, or a classification opinion is scoped separately by the same firm.
Start Team Documents IntakeSubmitting intake does not create a lawyer-client relationship. Work begins after conflict review, scope confirmation and written engagement terms.
Standard documentation for standard roles is the kit. Equity is the next kit. Negotiated executive terms and anything contentious are scoped on their own, and where a matter needs employment litigation counsel the firm brings them in.
Three forms, drafted for your company.
Same firm, its own engagement.
After the founders’ agreement, before the first hire, and before any equity is promised. Each step is its own fixed-fee engagement, subject to intake and conflict review.
The agreements are made with the corporation, so it has to exist. Launch incorporates and organizes it within five business days.
View LaunchThe founders’ shareholders’ agreement and founder IP assignment come before the team grows; the first hire’s agreement then mirrors the founders’ own.
View Startup KitAn employee or advisor promised equity gets it through an option plan, not a line in their agreement. The plan comes first; grants follow.
View ESOP Plan Setup KitFor a key hire or advisor receiving shares rather than options: restricted shares with vesting and a repurchase right if they leave.
View Equity Structuring KitEach new role, a change to an existing agreement, a departure, the policies the Act requires at twenty-five employees — on standing terms rather than kit by kit.
Request Ongoing Support ReviewThe founders page sets the kits out in the order a company needs them, with the fee for each. An executive hire with negotiated terms is advisory work by the same firm, scoped in phases.
View Founders & StartupsThe lawyer sorts the roles on the intake call; the team drafts to the firm’s forms under the lawyer’s review; one round of comments; the agreements delivered with a guide to using them for each new person.
Who is joining, in what capacity, where they will work and whether anything has already been signed or promised. The firm runs a conflict check and confirms the matter fits the kit.
Scope and fee confirmed in writing, then the call with the lawyer: employee or contractor for each role, the covenants the company actually needs, and the terms that go in the schedules.
The three agreements drafted for your company, with the first person of each type papered as the worked example. One consolidated round of comments, incorporated within scope.
The agreements delivered with a short guide: which form for whom, what to fill in, when to sign, and when to come back — an executive, a foreign hire, a promise of equity.
Only where Ontario law allows it. Since October 2021 an employer cannot enter into a non-competition agreement with an employee; the exceptions are executives in chief positions and a seller who joins the buyer after a sale of the business. For everyone else the kit uses a non-solicitation covenant and confidentiality, which courts enforce when they are reasonable, and the employment agreement is drafted so that nothing in it is void on signing. The executive form carries a non-compete where the facts support one. Contractors are outside the statutory ban but not outside the common-law test, and a non-compete on a contractor can itself suggest the person is an employee.
Yes: an offer letter and an employment agreement for Ontario employees, with the termination clause drafted to meet the Employment Standards Act in every circumstance it covers, and signed before the first day so it binds. An executive hire with negotiated compensation, change-of-control or severance terms is scoped separately, using the kit’s agreement as the base.
Yes, both. The independent contractor agreement covers services, deliverables, fees, term, insurance and IP passing to the company on payment, and is drafted so the relationship reads as a contract for services rather than a job by another name. The advisor agreement covers scope, time, confidentiality and IP, and points to the option plan for any equity, so that nothing is promised in a document that cannot deliver it.
Yes, in all three agreements: everything created for the company is assigned to it, moral rights are waived, and the person agrees to sign what a later patent or trademark filing needs. Under Canadian law the copyright in an employee’s work generally belongs to the employer, but an invention or a contractor’s work does not unless assigned, and moral rights can only be waived, never assigned — which is why the provisions are drafted rather than assumed.
The intake call sorts each role by the tests courts and the CRA apply: control, tools, chance of profit and risk of loss, exclusivity and integration. Most first hires who work set hours under direction are employees, and the kit papers them that way. Where a role is borderline — a long-term contractor who works only for you, for instance — the firm says so and offers a written opinion as a separately scoped piece, because the cost of being wrong is back pay, remittances and, on a sale, a price adjustment.
Equity is granted under a plan, not promised in an employment or advisor agreement, so it is the next kit: options through the ESOP Plan Setup Kit, restricted shares through the Equity Structuring Kit. The Build a Team agreements are drafted to refer to the plan, so a grant can follow without amending them.
The termination clause is the part of the employment agreement the kit spends the most care on, because it decides what a departure costs. Advice on an actual termination — notice, severance, a release, a dispute or a threatened claim — is scoped separately when it arises, and where a matter becomes contentious the firm brings in employment litigation counsel and coordinates.
The kit is drafted for people working in Ontario. A contractor abroad can usually be engaged on the kit’s agreement with a short review of the local rules, which is scoped when it comes up; an employee in another province or country needs that jurisdiction’s employment law, and where immigration is involved the firm brings in immigration counsel. For a team split between Canada and the United States or the UAE, see Canada–US and Canada–UAE.
The agreements are the kit; policies are separate and usually come later. Ontario requires certain written policies once a company has twenty-five or more employees — on disconnecting from work and on electronic monitoring — and adds written-information and job-posting rules at the same threshold. The delivery guide flags them, and they are prepared under Ongoing Counsel Support or as a scoped piece when the company approaches that size.
Usually, yes, and it is the most common reason companies come to it. An existing employee can sign the agreement with fresh consideration — a raise, a bonus, options — so that it binds; a contractor signs a new agreement covering past work and assigning the IP already created. The intake asks what has been promised so far, so nothing signed now contradicts it.
The roles are sorted and the covenants decided with Khaled El Fauri, a member of the Bar of Ontario, on the intake call, and he reviews the agreements before delivery. The documents are prepared by the firm’s team to the firm’s standard forms, which is what keeps three lawyer-reviewed agreements at a fixed fee.
You have three signed agreements for the first people and the forms to reuse for the next ones. The delivery guide names the next step if there is one: the ESOP Plan Setup Kit before any options are promised, the Funding Kit when money is coming in, or Ongoing Counsel Support once hiring is continuous. The founders and startups page sets the sequence out in full.
Tell us who is joining and in what capacity. The intake sorts employee from contractor, the engagement letter fixes the fee, and the three agreements arrive drafted to Ontario law and ready to sign.