Perpetual confidentiality, missing carve-outs, one-way obligations and residuals clauses: what a good NDA looks like, and the four defects that appear in most of the ones that cross our desk.
Bhasin, Callow and Wastech changed Canadian contract law: every contract carries a duty of honest performance, and even unfettered discretion must be exercised reasonably. Plus the Interest Act trap hiding in your late-payment clause.
IP clauses that take your pre-existing tools, uncapped indemnities against a token liability cap, 90-day payment terms, one-sided termination and over-broad non-competes: the five recurring traps in MSAs and services agreements.
Delaware courts enforce unambiguous contracts as written — and anti-reliance clauses mean the email promises that never made it into the document may not save you. Osborn v Kemp, Abry Partners, and what they mean for your next signature.