Commercial Lawyer
Serving Burlington, Mississauga & Oakville

When do I actually need a commercial lawyer instead of using a template?

Templates work for low-stakes, low-value agreements where the downside of a gap is small. Once real money, exclusivity, IP ownership, liability exposure, or a long-term relationship is on the line, a template's gaps become expensive. A commercial lawyer drafts for what actually happens if the deal goes sideways, not just for the happy path.

What's the difference between a master services agreement and a statement of work?

The master services agreement (MSA) sets the standing terms that govern the relationship: payment terms, liability, IP ownership, confidentiality, and termination. Statements of work (SOWs) sit underneath it and define the specific scope, deliverables, and pricing for each individual project. Getting the MSA right once means each new SOW can be short, because the heavy lifting is already done.

Can I negotiate the terms in a commercial lease?

Yes, and most tenants leave value on the table by assuming the landlord's first draft is final. Rent escalation clauses, repair and maintenance obligations, assignment and subletting rights, and exclusivity provisions are all commonly negotiated. A commercial lawyer reviewing the lease before signing can identify which clauses carry real financial risk and where there's room to push back.

What should a landlord look for when drafting a commercial lease?

A landlord's lease needs to protect the property and the income stream, not just lock in a tenant. That means clear default and remedy provisions, well-drafted assignment and subletting controls, repair and maintenance obligations that sit with the right party, and rent escalation language that holds up over a multi-year term. A commercial lawyer drafting from the landlord's side builds in the protections a generic template leaves out, so a problem tenant doesn't become a problem you can't get out of. Before you sign, take the Tenant Quality Audit to see how this prospective tenant actually stacks up.

Is it normal to give a personal guarantee in a commercial lease?

Yes, it's common, especially for newer companies, smaller tenants, or longer lease terms where the landlord wants more security than the corporate tenant alone provides. That doesn't mean the guarantee has to be unlimited. It's often possible to negotiate a cap on the amount, a fixed expiry date, a step-down as the tenant builds a track record, or a release tied to specific conditions being met. A commercial lawyer can tell you what's market for your situation and push for terms that limit your personal exposure.

Do I need a separate NDA if my contract already has a confidentiality clause?

It depends on timing and scope. A standalone NDA is usually signed before a deal is finalized, while parties are still sharing sensitive information during negotiation or due diligence. A confidentiality clause inside the final contract governs the ongoing relationship once that contract is signed. Many commercial relationships need both, used at different stages.

What should I look for in a SaaS agreement, as a buyer or a vendor?

As a buyer, the priorities are data ownership, uptime commitments, exit and data portability terms, and what happens if the vendor is acquired or shuts down. As a vendor, the priorities are limiting liability exposure, protecting IP in the underlying platform, and making sure the agreement scales across customers without needing a custom redraft every time. The right agreement looks different depending on which side of the table you're on.

How is Forgione Deal and Corporate Counsel different from a large firm for commercial contract work?

Wes Forgione drafts and negotiates every contract personally rather than handing it to a junior associate. Clients get direct access to the lawyer doing the work, with the responsiveness and deal-experience perspective that comes from having closed upwards of 400 transactions.