Quick Answer
Commercial contracts cover the agreements a business signs outside of a transaction: supply and service agreements, licensing, NDAs, distribution and franchise arrangements, and the contractor and employment-adjacent agreements that keep a team running. The clauses that matter most in almost all of them are limitation of liability, termination rights, and how disputes get resolved if something goes wrong.
The Contracts You'll Encounter
1
Supply & service
2
Licensing
3
NDAs
4
Distribution
5
Termination & disputes
The Complete Guide
Supply
Supply Agreements
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Services
Service Agreements
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IP
Licensing Agreements
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Confidentiality
Non-Disclosure Agreements
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Distribution
Distribution Agreements
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Franchise
Franchise Agreements
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Digital
Terms of Service
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Labour
Independent Contractor Agreements
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Protection
Non-Compete & Non-Solicit Clauses
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Risk
Limitation of Liability Clauses
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Exit
Termination Clauses
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Disputes
Dispute Resolution Clauses
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Frequently Asked Questions
What's the difference between a supply agreement and a service agreement?
A supply agreement covers the delivery of physical goods, pricing, and quantities over time. A service agreement covers the performance of work, whether that's one project or an ongoing arrangement, and focuses on scope, deliverables, and standards of performance rather than shipments.
Are non-compete clauses enforceable in Ontario?
Non-compete clauses are enforceable in Ontario only in limited circumstances, mainly on the sale of a business or against certain executives, and courts read them narrowly even then. For most employment relationships, a well-drafted non-solicit clause is more likely to hold up and does most of the same job.
Do I need a limitation of liability clause in every contract?
In almost every commercial contract, yes. A limitation of liability clause caps what one party can be on the hook for if something goes wrong, and without one, you're exposed to whatever damages a court decides are reasonable, which can be far more than the value of the contract itself.
Should disputes go to arbitration or the courts?
It depends on what you're trying to protect. Arbitration is private, faster, and the process can be tailored in the contract, which suits disputes where confidentiality or industry expertise matters. Court is public and slower, but it's usually cheaper for smaller disputes and gives you access to a broader range of remedies.
How often should I review my standard contract templates?
At least every one to two years, and sooner if your business, your customer base, or the law around a key clause has changed. Templates that haven't been touched in years are one of the most common sources of contract risk Wes sees, because they were often drafted for a business that no longer looks like the one signing them today.
What should I look for in a distribution agreement?
Focus on exclusivity, territory, minimum purchase or sales targets, and termination rights. Distribution agreements run for years, so the clauses that decide what happens if the relationship sours, like notice periods and post-termination obligations, matter as much as the ones that govern day-to-day operations.
Do I need a written NDA, or is a verbal understanding enough?
Get it in writing, every time. A verbal understanding gives you nothing to point to if the other side discloses your information or claims they never agreed to confidentiality in the first place. A written NDA takes minutes to put in place and it's one of the cheapest protections available.
What happens if I don't have a termination clause in a contract?
Without a termination clause, you're stuck relying on the common law, which generally requires reasonable notice and can leave both sides guessing at what that means. A clear termination clause sets out exactly how, and how quickly, either party can walk away, which avoids a dispute over notice when the relationship ends.
Can I use the same contract template for every customer?
You can use the same base template, but it should be built to flex on the terms that actually change deal to deal, like pricing, scope, and liability caps. A rigid one-size-fits-all contract either overreaches with small customers or under-protects you with larger ones.
What's the risk of using a contract I found online?
Templates found online are usually drafted for a different jurisdiction, a different type of business, or no business in particular, and they rarely reflect current Ontario law. The clauses that matter most, limitation of liability, termination, and dispute resolution, are exactly the ones most likely to be missing or unenforceable in a generic template.