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Non-disclosure agreements, confidentiality agreements, business protection agreements, trade secret agreements.

No matter what you call it, a non-disclosure agreement (also called an NDA) an essential part of a company's internal and external contractual structure.

There is no good reason for your business not to use an NDA, and a number of good reasons why you should have at least one NDA template in your corporate toolbox. Many companies have several Non-Disclosure Agreements – one for employees, one for outside contractors, one for suppliers, etc.

Let's discuss the top 4 reasons your business needs an NDA.

Reason #1: A Non-Disclosure Agreement protects your customer information.

You are legally responsible for securing your customers' personal information to ensure that it's not stolen or disclosed, whether accidentally or intentionally. Most countries have adopted privacy laws to protect consumers against fraud, identity theft, and invasion of privacy. A business that fails to comply with those laws can suffer serious consequences.

All employees, managers, and contractors who have access to your customer records should be required to sign a Confidentiality Agreement prohibiting any disclosure of any such information to anyone, including family members. You can choose to incorporate the confidentiality provisions into your standard employment contract, or use a separate agreement or confidentiality pledge form.

Your company should also adopt a confidentiality policy that clearly states what the employee's / contractor's obligations are and what their liability will be if they breach the confidentiality provisions. The policy statement should also be distributed to any third party consultants that the company has contracted with, who may receive or have access to confidential information in the course of performing their services.

Reason #2: A Non-Disclosure Agreement keeps your financial data safe.

A competitor could use your financial data to their advantage. So could an ex-employee. A 2014 white paper by Osterman Research revealed that "68% of information workers store work-related information in a personally managed file-sharing solution". And "89% of employees continue to have access to at least one application from their former employer now that they are working for someone else."

A 2021 article by SmallBizGenius.net quotes some alarming employee theft statistics. According to the American Bar Association, "59% of ex-employees admitted to stealing the company's sensitive information when leaving previous jobs".

While requiring your employees and contractors to sign a Non-Disclosure Agreement may not completely protect you from employee theft or fraud, it creates a contractual obligation on their part to protect and not disclose your confidential information, which will continue beyond the term of their employment with you.

Reason #3: A Non-Disclosure Agreement helps your business maintain its competitive edge.

If you have a patented process, a unique business model, a "secret formula", or a software application you've developed specifically for your business, this is a valuable trade secret that your competitors would like to get their hands on.

Trade secrets and intellectual property are some of your company's most valuable assets. If you used outside consultants (programmers, researchers, and the like) to assist in developing those trade secrets, every one of them should be bound by confidentiality agreements. Likewise everyone inside your organization who is privy to these assets should also sign an NDA.

Reason #4: A Non-Disclosure Agreement helps to preserve the value of your business.

If you're planning to sell your business, potential buyers will want all the information about your operations so they can do their due diligence. If you don't require these potential buyers to sign a confidentiality agreement before turning over that information, you run the risk of having your data stolen by someone who may just become your next competitor - with your trade secrets in their hands.

Image by Gerd Altmann from Pixabay

If you operate a small business, you already fill a lot of different roles. Should Accountant / Bookkeeper be one of them? Maybe outsourcing is an option that will work for you. Here are some pros and cons to consider when deciding whether to outsource your accounting functions vs. doing them inhouse.

I just renewed my Canadian passport.

One of the questions on the renewal form was "Are you a naturalized Canadian?" Which started me wondering about what a "naturalized Canadian" is, and what the difference is between naturalization and Canadian citizenship.

Those of us who are lucky enough to have been born and raised in Canada get to enjoy all the rights, privileges and benefits of being citizens of this wonderful and amazing country. I believe that I live in the best country in the world. And apparently so do the quarter million new immigrants who arrive in Canada each year.

What is a naturalized Canadian?

A naturalized Canadian is someone who has obtained citizenship by means other than being born in Canada or being born to or adopted by Canadian citizens. In other words, a naturalized Canadian is a person who became a permanent resident and then applied for and was granted full citizenship.

What rights does a permanent resident have (or not have)?

Permanent residents have certain rights in Canada.

• Permanent residents are eligible for health care and most other social benefits.
• They can live and work anywhere in Canada.
• They are protected by Canadian laws and the Charter of Rights and Freedoms just as any Canadian-born citizen would be.

There are rights that citizens have but permanent residents do not.

As a Canadian citizen, I have the right to vote in every federal election. Permanent residents cannot vote, and they cannot run for public office.

I would not lose my Canadian citizenship if (heaven forbid) I was convicted of a criminal offence, but if I was a permanent resident I could be deported for criminal activity. Which is not a bad thing. Too bad we can't deport a few of our more notorious Canadian-born criminals!

Permanent residents cannot hold Canadian passports. They must have a passport from their country of origin in order to travel, but they must attach official documentation showing that they have permanent resident status in order to get back into Canada after traveling abroad.

How does an immigrant to Canada become a naturalized Canadian?

1. You must be at least 18 years of age.
2. You must have lived in Canada for at least 3 years.
3. You must acquire permanent resident status.
4. You must be able to speak and understand English or French.
5. You must have an understanding of Canadian government, history, geography and what the rights and responsibilities of Canadian citizenship are.
6. You must pass the Canadian citizenship test. The federal government will supply you with a guide that you can study in preparation for the test.
7. Once you have passed the test, you are now ready to take the oath of citizenship.

Who does not qualify for Canadian citizenship?

• Anyone who has been convicted of a criminal offence or an offence under the Citizenship Act in the 3-year period prior to their citizenship application.
• Anyone who is in prison, on parole or probation, or who has been in prison, on parole or probation for a period of more than 1 year at any time in the past four years.
• Anyone who has a deportation order against them.
• Anyone who has been charged with or convicted of a war crime or a crime against humanity.
• Anyone who has had their citizenship revoked within the past 5 years.

Image by jacqueline macou from Pixabay

What is an indemnity bond?

An indemnity bond (also called a surety bond or fidelity bond) is a form of insurance purchased by one party to a contract as a means of compensating a second party to the contract, should the first party fail to deliver on its promises or perform its obligations. The bond is guaranteed by a third party (usually a bank) which agrees to pay the second party if the first party defaults.

Under what circumstances would an indemnity bond be used?

There are many scenarios in which an indemnity bond might be required by one or more of the parties to a transaction. For instance, bid bonds are commonly used in situations where projects are offered through a bidding process.

Bid bonds ensure that the successful bidder follows through on the promises set out in its bid. Payment bonds are used extensively in construction projects to guarantee that the general contractor pays all of its subtrades and suppliers, to protect the project owner against exposure to lien claims.

An indemnity bond could be used to avoid double payment by a company redeeming its shares in the event of a lost share certificate, or to indemnify a freight carrier for delivery of a shipment of goods if the bill of lading is lost.

Is an indemnity bond the same as a personal guarantee?

No. These are two different types of obligations. A guarantee (or guaranty) is a promise to pay the indebtedness of a corporation or business if it becomes unable to meet its financial obligations, up to the full amount of the debt. An indemnity is a promise to protect the indemnified party against any losses it may suffer in connection with the transaction, without limit.

Do I have to get a lawyer to prepare the bond?

No. You can purchase a bond from any financial institution or insurance company. But you should review it with your lawyer so that they can explain exactly what the legal implications are.

Image by Dimitris Vetsikas from Pixabay

As a condo board member, I've been asked on several occasions at AGMs to discuss the benefits of having a professional property management company take over the management of our self-managed condominium. Every unit owner in our building knows that this will mean an increase in our monthly condo fees, but will the benefits make the extra costs worthwhile?

Let's look at the pros and cons of hiring a professional management company vs self-management by the condo association.

1. Cost

There's no doubt that hiring a condo manager will cost more than having the condo board manage the project. Residents' monthly condo fees will need to cover those costs, and no unit owner likes to hear that their fees are going up. So self-management is an attractive option to the owners in general.

However, if you calculate the value of the time the Board members put into looking after condominium issues, it becomes apparent that there's also a large personal cost to these folks that the other owners don't see.

Whether or not the project is self-managed, the condo association will still have to hire professionals to handle legal and accounting matters. These are roles the Board members cannot fill themselves unless they have the skills, training and expertise. Even if a Board member is qualified to provide legal or accounting services, the ethics and the legality of such an arrangement would be questionable.

Advantage: Professional management company for expertise, better optics.

2. Service Level

Individuals who serve on condo boards are typically career people who work during the day and must rely heavily on contractors and resident volunteers to take care of situations that arise while they're at work. This can be frustrating to an owner who has a plumbing problem and can't reach the Board members when the problem arises.

In emergency situations when time is of the essence, it's very important for the affected parties to contact plumbers, electricians, or other service people quickly to mitigate the damage as much as possible. This could be difficult in a self-managed scenario if it occurs at a time when all Board members are at work or away (such as over Christmas or a long weekend - we had just such an instance during my last stint on my condo board).

These are the situations when a professional property manager, with a 24/7 emergency line, is ideal. Owners have more peace of mind knowing that no matter what happens, they'll be able to reach someone to deal with the problem - day or night, 365 days a year.

Advantage: Professional management company.

3. Disputes, Violations and Sanctions

Managing a condominium or strata property sometimes means acting as a collection agency, an enforcer, or an arbitration panel. Imagine having to levy a fine against one of your neighbors because they've violated the Bylaws, or calling the police to deal with a noise complaint or (worst case scenario) to break up a domestic dispute. Those are all situations that our condo board has had to deal with on more than one occasion.

If the sanction is coming from one of your neighbors instead of a third party management company, it is much more personal and is likely to result in a strained relationship between the parties. It is also stressful for the Board members when they have to deal with unpleasant matters like collecting overdue fees and assessments or issuing warnings to fellow owners over infractions.

A property management company can handle these situations in an impersonal and detached manner, which allows the Board to maintain a neighborly relationship with the other owners.

Advantage: Professional management company.

4. Community Involvement

A self managed building relies heavily on its volunteers. Getting other owners involved in running the condominium creates a deeper sense of community and instills an even greater pride of ownership among the unit owners. The owners in our condo building routinely volunteer to look after flower beds, help out with sanding of the parkade ramp in winter, run the trash compactor, and sort recyclables.

A condo management firm does not have the same relationship with the owners that the Board members do, and in a self-managed condominium the Board has the opportunity to solicit help and support from other unit owners in a way that an outside management company could not accomplish.

Advantage: Self-management.

Image by Free-Photos from Pixabay

Designing critical elements of training before you sell franchises is essential if your franchisees are to succeed. Not only will effective training contribute to your brand’s quality and consistency, prospective franchisees are impressed when they see you’ve committed to robust training throughout the organization.

Are you in the process of registered a trade mark? Do you know which trade mark symbol to use at each stage of the process in connection with the trade mark?

Artists, artisans, vendors, crafters, home businesses and small manufacturers often find that selling their wares through traditional channels can be too difficult and too expensive. Selling goods on consignment, whether online or through a bricks-and-mortar storefront, can be a workable alternative that costs very little, and gives them an opportunity to obtain exposure for their work in several locations and sell goods through more than one dealer.

Are you thinking of starting a home business? Do you know whether you can do so legally in the neighborhood you live in? Before you invest a lot of money in inventory, supplies and equipment, make sure that your ability to operate your business will not be impacted by zoning laws, bylaws, or restrictions imposed by the local Home Owners Association. If you live in a condo, or if you rent, there may be further limitations imposed by the condominium association or by your lease.