As a result of downsizing in the computer industry, the interest in employment contacts and
contract or consulting contracts has peaked. Many computer professionals have left their
positions or been terminated and are in the process of offering their services via their own
corporations.
In this column, I intent to consider the consulting services agreement between a one man
corporation (which I will refer to as the "consultant") and a larger corporation (the "corporation")
which will use the professional services of this consultant.
The following is a partial list of clauses that the consultant and corporation may want to consider:
* definition of consulting services
* separate legal entity of consultants
* assignability of this agreement by consultant
* compensation
* terms
* payment and taxes
* non-disclosure of confidential information
* non-solicitation of customers of the corporation by consultant
* non-competition clause
* moral rights clause
* copyright of software
* protection of trade secrets and other confidential information of the corporation
* rights of the consultant to gainful employment
As space in this column is limited, I will briefly discuss only two of these clauses; namely,
protection of trade secrets and the moral rights clause.
The Canadian Copyright Act would grant to the consultant certain "moral rights" as the author of
a software work product. These rights may include the right where reasonable under the
circumstances to be associated with a work product as its author and to remain anonymous and/or
to prohibit a work product from being distorted, mutilated or otherwise modified, or used in
association with a product, service, cause or institution if any of these would prejudice the
consultant's "honour or reputation." It would therefore be reasonable for the corporation to ask
for a waiver of this right.
Whether the corporation's main business be in information technology or otherwise, the consultant
will likely have access to fairly important data and software. The consultant should be asked by
the corporation to hold in confidence and safeguard this information. The consultant should be
willing to follow any steps that the corporation has developed for its in house computer
professionals to protect its trade secrets.
DISCLAIMER: George Eyre wishes to advise the reader that this column does not provide you with particular legal advice and those seeking advice are requested to seek appropriate legal counsel.