Can I have a simple contract drawn up online?

I have related relevant experience in this area as I am the first American to be invited to have an Entrepreneur's Visa in Canada, and I am also an Attorney from Boston, MA. My experience in Canada has shown me that for Americans, it is very much similar to the United States, and as we are State-based in our choice of laws conflict provisions within the contract, Canada is Province- based. So first, understand what Province in Canada this company is from. Otherwise, the terms and conditions of the contractual negotiations are very similar to the U.S., so your relevant knowledge of your product, its margins, the anticipated percentages of net and gross margins and whether the respective market can withstand and or absorb that pricing, whether the distributor takes title or receives a commission while you retain tile, etc., are all normal, fundamental contractual terms and conditions which must be addressed and agreed upon before any product can be shipped. This, of course, implicates Canadian Customs, therefore is is important to know your NAFTA and or NAICS code of your product to understand the nature of the duty, if any - this is more of the Canadian's issue, but its good business practice for you to know, as this may impact the final selling price which the Canadian company has to sell at, and you want them to be successful, of course. Further, as you are in the prototype stage, you should have a solid NDA (Non-Disclosure Agreement) signed by the Canada company before divulging any information to them, other than the most basic and rudimentary. To craft the terms of that agreement effectively, you need to know what your information and intellectual property is comprised of, so you understand what it is that you are actually protecting (patents, trademarks, service marks, copyright, know-how, or trade secret). This was merely a quick outline, as I see it, regarding your question. Should you desire a more in depth explanation, please reach out to me on my mobile at 617-283-6995, I am based in Boston, MA and travel regularly. You may text first to establish a suitable time for us both to chat, should you so desire. Thank you for posting your question, and allowing me to answer. My Best, Joseph J. Shamon, Jr. - 617-283-6995,

It looks like you're not looking for someone who can scale and become a full fledged CTO (or you might not even need one), so try to look at it as a founding engineer hire instead. With early founding engineers, you can sell them on things like: - opportunity for learning - understanding business practices and models - opportunity for leadership down the road And the equity structure should be something around 1-5% of the business vested over a few years. You'll have to sit down and explain it to them as some people either aren't educated or they want to be assured of exactly what they're being given. I did this a few times last year and if done well, you can get some solid work out of them :) Feel free to call me up and chat about it more.

I would first attend that person's actual training sessions to judge his quality of delivery in a live setting. Once convinced, the next question is the revenue sharing ratio. If he is doing most of the work, including development of the training material, while he is using my training company name then I would consider something like 70:30, to him after paying for all the direct expenses. Of course, if the course fails to sell enough seats and is cancelled, or not cancelled but does not breakeven then the costs incurred including those on promotion should be evenly split. You are free to negotiate any other ratios.

Without more information it's not easy to answer your question, but I'll give it a fighting try :) The health insurance industry is a commodity industry, they sell the same things at around the same prices and every little competitive edge is something they hang on to dearly. It's not surprising or even unusual for them to wish for exclusive access to your product (whatever it might be) during the pilot period which I assume would then roll into exclusivity if they roll out into a full implementation too. That said, for your business this is a huge risk, it's the proverbial basket in which you put all your eggs and that's a significant risk to a young business, because if that pilot fails, you're 6 months behind in your goals and that's a big set back for a small company. You can do a few things to try to minimize the risk, or maximize the reward from agreeing to their terms (because if they are a major health insurer, you'll eventually capitulate either way). 1. Limit the scope of the exclusivity - If they are concerned about exclusivity in your state, be very clear that it is limited to your state and in other states you're allowed to pursue other clients. 2. Ask them to pay for the privilege - It's not unusual for a company to offer exclusivity in exchange for recompense. You basically tell them, listen that's fine but you're asking me to limit the profitability of my company, I'm happy to give you exclusive rights to the product but the pricing model for that is different. 3. Use exclusivity as a negotiating tool - You can add a condition to the exclusivity that states that if after 3 months they haven't declared their intent to proceed to a full implementation the exclusivity is revoked. 4. Get something in exchange - You may be able to give them exclusivity on the condition that they become a referral customer and give you a case study. They'll be happy to say nice things about you whenever anyone asks if that's all it costs for them to get exclusivity, and for you having someone important at a major health insurer say your product is great might be just what you need to get 2 or 3 more pilots in different states or industries If you're a start up and this is your first big enterprise client, they are going to try to bully you and push you around in the negotiation, they're the big kid in the school yard and you're the runt of the litter and they know it. So look for the way that you can give them what they want, but leverage it to make them more sympathetic to your situation and to invest them in your goals. Most importantly though, make sure that you don't give up your company's ability to grow in the future by signing away something that sounds so innocent. If giving this client exclusivity is going to lock you into a position where you have to pass on other opportunities as a result, maybe they're just not worth it.

Your business model seems to be a SAAS model (software as a service). The best way to make them forget about your company size is to provide them with a working free trial offer of your software and to get them to input as much of their own data into it so they will think twice before switching to another provider. I wish you success and prosperity. François B.