Structuring Strong Joint Venture and Strategic Alliance Agreements
Don Macintosh
Fraser Milner Casgrain LLP

• Examining forms of alliances: contractual, corporate and partnership
• Defining rights and obligations
• Evaluating contributions of the parties

Strategic Alliances

• Clarifying and articulating goals of the alliance
• What is each party bringing to the deal?
• Learning tips for quantifying contributions
• Reviewing key aspects of due diligence
• Drafting the alliance agreement: key elements
• Examining exit provisions and pre-emptive rights

Joint Ventures

• Determining what type of business structure to use for the JV
• Detailing a governance structure
• Clarifying parties’ responsibilities
• Creating performance milestones
• Anticipating issues such as insolvency of a party
• Reviewing triggers for terminating the venture
• Creating a cost effective dispute resolution mechanism
• Details of exit provisions and pre-emptive rights

Financing, Underwriting, Subscription and Other Securities Agreements
Jay F. King
Cassels Brock Blackwell LLP

• Examining the fundamental elements of underwriting agreements
  - Representations and warranties
  - Conditions of closing
  - Termination events
  - Indemnity provisions
• Negotiating the engagement letter
• Comparing and analyzing:

1. Public offering vs. private placement
2. Bought deal / firm commitment / agency underwritings

• Common aspects of the underwriting / agency agreement and what to negotiate
• Common aspects of the subscription agreements and what to negotiate
• Understanding registration rights agreements
• Considering inter-provincial and cross-border underwriting agreements
• New legal updates to keep top of mind

3:30 Networking Refreshment Break

Strengthening International and Inter-Provincial Aspects in Business Agreements
Carol D. Pennycook
Davies Ward Phillips & Vineberg LLP

• Understanding threshold issues in negotiating cross-border agreements:
  - Contract formation
  - Common cross-border agreement structures
  - Enforceability of key terms in any context
  - Governing law and jurisdiction selection
• Anticipating dispute resolution options in cross-border agreements
• Identifying and addressing key foreign issues:
  - Bulk sales law
  - Taxation law
  - Regulatory aspects for securities, environmental, competition
  - Employment law
• Tackling multi-national financing transactions
  - Financial assistance in different jurisdictions
  - Implications for Canadian borrowers and lenders
• Identifying key inter-provincial regulatory issues: Ontario, Quebec, BC and Alberta

Making a Strong Start with an Effective Tendering Process
Matthew R. Alter
Borden Ladner Gervais LLP

• Selecting the most appropriate procurement process for a given context
• Examining expressions of interest, the pre-qualification process, and the legal implications of each
• Reviewing fundamental principals on the law of tendering
• Analyzing latest case law developments on the law of tendering
• Utilizing limitation of liability and discretion clauses to protect business interests, including a review of
  the Tercon Constructors Ltd. v. British Columbia decision
• Understanding how to avoid common traps
• Making effective use of electronic communications during the tendering process

5:15 Closing Remarks from Chair, Conference Adjourns

DAY 2 – Thursday, February 25, 2010

9:00 Opening Remarks from Chair
Jonathan Fleisher
Cassels Brock & Blackwell LLP

Confidentiality and Non-Compete Clauses: Ensuring Enforceability
Jonathan Levin
Fasken Martineau DuMoulin LLP

• Understanding key considerations in any context to ensure enforceability and to minimize access to damages
• Determining the scope and the proper language
• Mastering successful strategies for the negotiating process
• Special considerations for public companies
• Knowing when should separate agreements be used
• Use of information obtained in the course of negotiating the purchase and sale of a business
• New legal updates to keep top of mind

11:00 Networking Coffee Break

Contracts for the Purchase of Services and Consulting Agreements: Best Practices
to Manage Your Risks
Abdul-Basit Khan
Blake Cassels & Graydon LLP

• Designing contracts to ensure independent contractor status
• Structuring the appropriate working relationship
• What is the recourse in the event of non-performance or timeline delays?
• Negotiating for the right terms and conditions to guarantee work product
• Bullet-proofing your non-performance and penalty clauses
• Protecting your interests by incorporating key clauses unique to consulting and service agreements:
  - Warranties, representations, indemnities and disclaimers
  - Confidentiality, privacy and licensing clauses
  - Non-compete and non-solicitation agreements
• Understanding key clauses that should and should not be in consulting agreements
• Maintaining a consistency between contract and reality

ADR Agreements: Minimizing Litigation Risks and Costs
Gary M. Caplan
McCague, Peacock, Borlack, McInnes & Lloyd LLP

• When to include ADR agreements?
• Identifying the best options available for your business deal: pros and cons of litigation vs. arbitration
• Minimizing claim and dispute costs by incorporating key language and clauses
• Practice tips on how to avoid major pitfalls in drafting ADR clauses

12:30 Networking Luncheon for Delegates and Speakers

Asset and Share Purchase Agreements: Fundamental Considerations
I. Berl Nadler
Davies Ward Phillips & Vineberg LLP

• Deciding whether to purchase shares or assets
• Key factors to consider:
  - Tax implications
  - Regulatory implications within your province and cross-border
  - Consents required
  - Potential employment and labor issues
• Conducting proper due diligence
• Building in strong indemnity clauses
• Updates on high risk concerns and how to handle them
• General clauses to look out for

Drafting Effective Employment Agreements
Christine Thomlinson
Rubin Thomlinson LLP

• Non-competition and non-solicitation clauses: examining critical updates on restrictive clauses
• Confidentiality clauses: reviewing strategic tips on how to protect proprietary information
• Termination clauses: assessing legal developments on what pitfalls to avoid
• Incorporating employer remedies in the event of breach of employment agreements and/or restrictive clauses
• Reviewing legal updates on employee’s duty of good faith
• Identifying common problems and learning tips on how to minimize litigation risks
• Best practices for drafting and implementing employment agreements
• Examining latest case law on how to introduce employment agreements for pre-existing employment relationships

3:15 Networking Refreshment Break

Commercial Leasing Agreements: Practical Hints
Harvey M. Haber, Q.C., LSM, C.Med., C.Arb.
Goldman Sloan Nash & Haber LLP
Lisa A. Borsook
WeirFoulds LLP

• Examining key issues for commercial leasing agreements:
  - Is there a difference between a “renewal” of lease & an “extension” of lease?
  - Is “percentage rent” being phased out?
  - How to distinguish between “net”, “net net” and “net, net, net”
  - How to properly evaluate “proportionate share”: distinguishing “rented” vs. “rentable”
• Reviewing key differences between an “Offer to Lease” and an “Agreement to Lease”
• Is a “non-binding” Offer to Lease really non-binding?
• Is an “Offer to Lease” necessary?
• Is the lease really the entire agreement?
• Demystifying covenants: Is there a difference between a “guarantee” and an “indemnity”?
• Incorporating effective enforcement clauses
• Analyzing the significance of a “non-disturbance agreement” for a tenant
• Assessing the site plan: critical examination of “red-line” vs. “black-line” plans
• Understanding relevant insurance issues
• Avoiding common mistakes

Key Aspects of Financing Tangible Personal Property
Jonathan Fleisher
Cassels Brock & Blackwell LLP

• Understanding the business of equipment finance
• Identifying post credit crunch changes to the finance environment
• Overview of key issues
• Knowing key areas to be negotiated
• Clarifying issues respecting assignment of the lease by the lessor
• Anticipate common traps for the unwary
• Examining the impact of changes to the new BIA and CCAA
• Identifying PPSA considerations
• Review of vendor programs
• New legal updates to keep top of mind

5:00 Closing Remarks from the Chair, Conference Concludes