Start-up,
Technology,
Innovation.

Events to foster the entrepreneurial spirit.

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September 19, 2017 brian prokopowich0

 

 

Introduction

The case of Hibberd v. Hurricane Hydrocarbons Ltd. involved various issues regarding many stock options that were not exercised that were part of a consultant contract.

 

Facts

If you read through the 150 paragraphs of this case, you might find that the minutiae of details within the judgement are like the digressions on Targaryen history in Game of Thrones, interesting but not exactly necessary information. So I will summarize:

 

The defendants, Hurricane Hydrocarbons Ltd., had engaged the services of the plaintiff, Mr. Hibberd, and his company, for the purpose of raising capital for the defendant to purchase a company in Kazakhstan.  As part of the agreement for the plaintiff’s services, in lieu of money they were verbally offered 100,000 stock options.

A written agreement came into effect for 50,000 with a termination clause that the option may be exercised any time until 60 days after his services are terminated, or before the options expire.

According to the plaintiff – the contractor – who signed off on these options, he was given representations that it was a standard clause and it wouldn’t be exercised.

The plaintiff entered into another agreement for 50,000 stock options that included a termination clause. It was the plaintiff’s understanding that the contract would not be terminated until after the options expired – and this was confirmed verbally, according to the contractor.  Later, the defendant terminated the contract in question. The plaintiff did not exercise his options within the 60 days period of the termination, but he attempted to exercise the option months later.

To finish reading the Clausehound blog: Click Here

This blog was originally posted by Farrah Roahman

Co-authors: Brendan Sheehan and Rajah Lehal

This article is provided for informational purposes only and does not create a lawyer-client relationship with the reader. It is not legal advice and should not be regarded as such. Any reliance on the information is solely at the reader’s own risk. Clausehound.com is a legal tool geared towards entrepreneurs, early-stage businesses and small businesses alike to help draft legal documents to make businesses more productive. Clausehound offers a $10 per month DIY Legal Library which hosts tens of thousands of legal clauses, contracts, articles, lawyer commentaries and instructional videos. Find Clausehound.com where you see this logo.


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August 31, 2017 brian prokopowich0

Directors – names are (in most jurisdictions) recorded on the public registrar, role is to protect the shareholders, accept some legal liability, vote on company major decisions. No hands on day-to-day activities.

Executive Director – same as above, but also in an executive role (e.g. President), with hands on day-to-day operational activities.

Advisors – No voting rights, usually are experienced or well-connected business people, guide the founders.

 

Compensation may vary for directors/advisors 

I had previously written in this article that whether a company has a board of directors or a board of advisors, compensation is flexible.

A company may choose to compensate either a director or an advisor in cash, with options, a combination of cash and options, cash only, or the company may even choose not to compensate such directors. This is not a critical factor for choosing a board of advisors over a board of directors or vice versa. 

Public company board of director positions can receive seven digit compensation.  At the other end of the spectrum, a startup company more likely can offer options for compensation.  When offering option-based compensation consider the following:

To finish reading the Clausehound blog: Click Here

This blog was originally posted by Farrah Roahman

This article is provided for informational purposes only and does not create a lawyer-client relationship with the reader. It is not legal advice and should not be regarded as such. Any reliance on the information is solely at the reader’s own risk. Clausehound.com is a legal tool geared towards entrepreneurs, early-stage businesses and small businesses alike to help draft legal documents to make businesses more productive. Clausehound offers a $10 per month DIY Legal Library which hosts tens of thousands of legal clauses, contracts, articles, lawyer commentaries and instructional videos. Find Clausehound.com where you see this logo.


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July 25, 2017 brian prokopowich0

When you’re involved in a contractual dispute, the process for resolving the dispute should be set out in the contract itself.

If the contract is silent on the point and you can’t resolve your dispute, you will have to use the courts. This can lead to disagreement about which courts have jurisdiction, so it is important to include clauses dealing with both governing law (what law applies) and jurisdiction (which courts can decide a case) in your contract.

To finish reading the Clausehound blog: Click Here

This blog was originally posted by Farrah Roahman

This article is provided for informational purposes only and does not create a lawyer-client relationship with the reader. It is not legal advice and should not be regarded as such. Any reliance on the information is solely at the reader’s own risk. Clausehound.com is a legal tool geared towards entrepreneurs, early-stage businesses and small businesses alike to help draft legal documents to make businesses more productive. Clausehound offers a $10 per month DIY Legal Library which hosts tens of thousands of legal clauses, contracts, articles, lawyer commentaries and instructional videos. Find Clausehound.com where you see this logo.


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June 3, 2017 brian prokopowich0

Except for few specific circumstances, it is almost considered ancient to have parties to a contract physically meet up to a sign a contract in a boardroom. With the fast-paced lifestyles of most high-level executives, a more efficient method of signing contracts has been introduced: the e-Signature.

 

Although convenient, do e-signatures really create a valid and binding contract? Can e-signatures really replace hand-written signatures?

To finish reading the Clausehound blog: Click Here

This blog was originally posted by Farrah Roahman

This article is provided for informational purposes only and does not create a lawyer-client relationship with the reader. It is not legal advice and should not be regarded as such. Any reliance on the information is solely at the reader’s own risk. Clausehound.com is a legal tool geared towards entrepreneurs, early-stage businesses and small businesses alike to help draft legal documents to make businesses more productive. Clausehound offers a $10 per month DIY Legal Library which hosts tens of thousands of legal clauses, contracts, articles, lawyer commentaries and instructional videos. Find Clausehound.com where you see this logo.


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May 18, 2017 brian prokopowich0

A common question that entrepreneurs/inventors have when incorporating is how to structure the business. The options for structuring a business can be overwhelming, especially when it comes to determining the number of share classes to include in your corporation. Generally, founders will initially want to issue shares to themselves, their investors, and certain employees.

To finish reading the Clausehound blog: Click Here

This blog was originally posted by Farrah Roahman

This article is provided for informational purposes only and does not create a lawyer-client relationship with the reader. It is not legal advice and should not be regarded as such. Any reliance on the information is solely at the reader’s own risk. Clausehound.com is a legal tool geared towards entrepreneurs, early-stage businesses and small businesses alike to help draft legal documents to make businesses more productive. Clausehound offers a $10 per month DIY Legal Library which hosts tens of thousands of legal clauses, contracts, articles, lawyer commentaries and instructional videos. Find Clausehound.com where you see this logo.


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May 2, 2017 brian prokopowich0
An Invention Assignment Agreement, often known as an Intellectual Property (“IP”) Transfer Agreement, is an agreement where one party assigns its intellectual property rights to the other party, either absolutely or subject to compliance with the terms of the underlying agreement.

This means the inventor (eg. software developer) assigning his/her rights can no longer claim the property as their invention. The property now belongs to the person to whom the rights have been transferred.

To finish reading the Clausehound blog: Click Here

This blog was co-authored by Vi Vo & originally posted by Farrah Roahman

This article is provided for informational purposes only and does not create a lawyer-client relationship with the reader. It is not legal advice and should not be regarded as such. Any reliance on the information is solely at the reader’s own risk. Clausehound.com is a legal tool geared towards entrepreneurs, early-stage businesses and small businesses alike to help draft legal documents to make businesses more productive. Clausehound offers a $10 per month DIY Legal Library which hosts tens of thousands of legal clauses, contracts, articles, lawyer commentaries and instructional videos. Find Clausehound.com where you see this logo.


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April 12, 2017 brian prokopowich0

A startup, like any new business, is inherently risky, and you’ll want the venture to be as financially and legally secure as possible. But more than that, it’s kind of your baby. It’s something that you have created, and obviously you don’t want someone taking that away from you.

So it seems to make sense to want to make every potential investor you show your work to sign a non-disclosure agreement (NDA). It’s meant to keep an investor from having the ability to pass off your hard work to someone else and cut your competitive advantage.

It is very likely however, that a potential investor will refuse to sign an NDA before you’ve even gotten halfway through sliding it across the desk towards them. In some circles, it’s actually considered a faux pas.

To finish reading the Clausehound blog: Click Here

This article is provided for informational purposes only and does not create a lawyer-client relationship with the reader. It is not legal advice and should not be regarded as such. Any reliance on the information is solely at the reader’s own risk. Clausehound.com is a legal tool geared towards entrepreneurs, early-stage businesses and small businesses alike to help draft legal documents to make businesses more productive. Clausehound offers a $10 per month DIY Legal Library which hosts tens of thousands of legal clauses, contracts, articles, lawyer commentaries and instructional videos. Find Clausehound.com where you see this logo.

Image Source: Rob Cottingham/Flickr


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April 4, 2017 brian prokopowich0

Event cost: $10 on Eventbright and $15 at the door

What we are all about:

This is a perfect event to network with fellow entrepreneurs, startup founders, tech enthusiasts or to just meet new people.

Who are our members:

Our events are great for Startups and businesses of all stages of growth our members range from the following tech circles:

• RealTech • MarTech • CleanTech • FinTech • MedTech

• EdTech • Wearables • AR/VR • IOT • Big Data

….and so much more.

Our structure is we host an informal fireside chat with a featured speaker with a Q & A session and open networking. We will have more information coming in the next few weeks on who the speakers will be and the venue.

———————————————————————

Featured Speaker: Rajah S. Lehal CEO of Clausehound

Clausehound: Is a legal tool geared towards entrepreneurs, early-stage businesses and small businesses alike to help draft legal documents that make businesses more productive. Our $10 per month DIY Legal Library is the most highly annotated legal library on the internet.

—————————————————————————

We will also have the following companies presenting their business:

– BoostHQ: Your useful content is no longer lost in an endless stream of emails and messages; with BoostHQ everything your team shares is automatically indexed in topic-specific channels and made available exactly when it’s needed.

– TBD

– TBD

———————————————————————

The structure of the event is below:

6:30 pm: Doors open,  registration starts, and open networking till 7 pm

7:01 pm-7:15 pm: Introductions to StartupTech Unleashed & 3 min presentations with our 2-3 featured startup companies.

7:16 pm-8 pm: Interview & Q&A session with our featured speaker.

8 pm-8:30 pm: Open networking.

8:30 pm: Closing remarks.

——————————————————-

Bonus: Free pizza and fantastic door prizes.

—————————————————–

Sponsors:  

We would like to thank all our sponsors for helping make the StartupTech Unleashed events possible.

Verkspace: One of Toronto’s newest coworking experience in collaborative/community/shared workspaces located in Old Town. The beautiful space features a lounge and great areas designed to get work done and concierge services.

Conference Cloud: Is a next generation virtual attendance platform specifically designed for conferences to scale audiences and monetize their content. ConferenceCloud gives you a simple way to stream your conference live and help recover foregone revenue. Provide a truly unique digital attendee experience and with ConferenceCloud.

Skyphone: SkyPhone is a smartphone number in the cloud that manages all incoming calls into your business and directs them to the right person on your team regardless of their location or what type of phone they’re using.

Arvuu Inc.: An interactive marketing company focusing on Augmented Reality and traditional marketing. The launched their own augmented reality viewer called ARenginePRO so that anyone can create their own projects.

Upside Foundation: We provide a unique platform for corporate philanthropy: donate options or warrants, not cash.  We understand that cash is scarce, as is time, so the Upside Foundation makes charitable giving quick, easy and cash-free.

Clausehound: Is a legal tool geared towards entrepreneurs, early-stage businesses and small businesses alike to help draft legal documents that make businesses more productive. Our $10 per month DIY Legal Library is the most highly annotated legal library on the internet.

———————————————————————————————————————————-

Disclaimer: By signing up for Any STU meetup event, you agree that StartupTech Unleashed may record or photograph the Event, (including You, your likeness, voice and any guest you bring), and use it publicly or privately in any form of media, including for commercial purposes. By attending, You consent to the recording and photographing and grant StartupTech an unrestricted, perpetual, non-exclusive and sublicensable license, to take, use, display, perform, distribute or exploit for any lawful and commercial purpose any recordings or photographs.


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March 28, 2017 brian prokopowich0

To register for the event you must go to our Eventbrite site, tickets are limited as did sell out fast at our last event. Click below.

—->StartupTech Unleashed Event Registration<—-

Event cost: $10 on Eventbright and $15 at the door

What we are all about:

This is a perfect event to network with fellow entrepreneurs, startup founders, tech enthusiasts or to just meet new people.

Who are our members:

Our events are great for Startups and businesses of all stages of growth our members range from the following tech circles:

• RealTech • MarTech • CleanTech • FinTech • MedTech

• EdTech • Wearables • AR/VR • IOT • Big Data

….and so much more.

Our structure is we host an informal fireside chat with a featured speaker with a Q & A session and open networking. We will have more information coming in the next few weeks on who the speakers will be and the venue.

———————————————————————

Featured Speaker: Rajah S. Lehal CEO of Clausehound

Clausehound: Is a legal tool geared towards entrepreneurs, early-stage businesses and small businesses alike to help draft legal documents that make businesses more productive. Our $10 per month DIY Legal Library is the most highly annotated legal library on the internet.

—————————————————————————

We will also have the following companies presenting their business:

– BoostHQ: Your useful content is no longer lost in an endless stream of emails and messages; with BoostHQ everything your team shares is automatically indexed in topic-specific channels and made available exactly when it’s needed.

– TBD

– TBD

———————————————————————

The structure of the event is below:

6:30 pm: Doors open,  registration starts, and open networking till 7 pm

7:01 pm-7:15 pm: Introductions to StartupTech Unleashed & 3 min presentations with our 2-3 featured startup companies.

7:16 pm-8 pm: Interview & Q&A session with our featured speaker.

8 pm-8:30 pm: Open networking.

8:30 pm: Closing remarks.

——————————————————-

Bonus: Free pizza and fantastic door prizes.

—————————————————–

Sponsors:  

We would like to thank all our sponsors for helping make the StartupTech Unleashed events possible.

Verkspace: One of Toronto’s newest coworking experience in collaborative/community/shared workspaces located in Old Town. The beautiful space features a lounge and great areas designed to get work done and concierge services.

Conference Cloud: Is a next generation virtual attendance platform specifically designed for conferences to scale audiences and monetize their content. ConferenceCloud gives you a simple way to stream your conference live and help recover foregone revenue. Provide a truly unique digital attendee experience and with ConferenceCloud.

Skyphone: SkyPhone is a smartphone number in the cloud that manages all incoming calls into your business and directs them to the right person on your team regardless of their location or what type of phone they’re using.

Arvuu Inc.: An interactive marketing company focusing on Augmented Reality and traditional marketing. The launched their own augmented reality viewer called ARenginePRO so that anyone can create their own projects.

Upside Foundation: We provide a unique platform for corporate philanthropy: donate options or warrants, not cash.  We understand that cash is scarce, as is time, so the Upside Foundation makes charitable giving quick, easy and cash-free.

Clausehound: Is a legal tool geared towards entrepreneurs, early-stage businesses and small businesses alike to help draft legal documents that make businesses more productive. Our $10 per month DIY Legal Library is the most highly annotated legal library on the internet.

—————————————————————————————————————————–

Disclaimer: By signing up for Any STU meetup event, you agree that StartupTech Unleashed may record or photograph the Event, (including You, your likeness, voice and any guest you bring), and use it publicly or privately in any form of media, including for commercial purposes. By attending, You consent to the recording and photographing and grant StartupTech an unrestricted, perpetual, non-exclusive and sublicensable license, to take, use, display, perform, distribute or exploit for any lawful and commercial purpose any recordings or photographs.


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March 18, 2017 brian prokopowich0

Everyone is looking to offer that next top-selling app, but it’s not as easy as it looks. First, you have to come up with an idea that is innovative and hopefully not already taken. Once you have that idea in mind, the next hurdle is bringing that idea to fruition while avoiding theft of your hard work. Here are some tips on how you can protect yourself.

Tip #1: Prepare a Non-Disclosure Agreement

 

One basic way to protect yourself is to have a standard non-disclosure agreement prepared. To get your ideas rolling, you will have to work with many different people. It is fantastic if you can only work with people you trust, but usually that’s not the case, so don’t take any chances! A non-disclosure agreement will require anyone who works with you to discuss your confidential information only with those who need to know the information, such as yourself and team, and to not share the information with anyone else.

 

To strengthen your protection, consider a non-competition agreement as well. Unlike a non-disclosure agreement, which protects confidential information from being shared, adding a non-competition agreement would prevent anyone who has worked with you from competing against you to build the same kind of app. This agreement would be particularly useful when your ideas are in the early stages and can be easily recycled by others in other areas.

 

Check out a sample Non-Disclosure Agreement here!