We live in a competitive world. In fact, one of the cornerstones of a free market economy is competition. With competition comes risk to all entrepreneurs. That risk involves the failure to protect business goodwill due to weak restrictive covenants. Although most legal agreements contain some form of restrictive covenants, in many cases they do not go far enough in protecting an entrepreneur who has invested years of blood, sweat and tears in building a top-notch business. Simply put, restrictive covenants are contractual clauses that prohibit a party from doing certain acts for a certain period of time within a certain geographical area. Restrictive covenants typically involve provisions relating to non-competition and non-solicitation of employees. Obviously, such restrictions have to be reasonable otherwise they will not be enforceable.
In an employment context, the interests of both parties must be carefully balanced in order to have an enforceable covenant. On the one hand, employers will be understandably concerned to protect their business interests. On the other hand, some types of restrictive covenants seek to impose unreasonable restrictions on employees which could seriously prevent them from operating in their chosen profession or industry. Dont get contractually handcuffed if you can help it. Keep in mind that there are clearly two sides to the argument.
In broad terms, there are four types of restrictive covenant:
- Non-compete covenants seek to prevent a seller or ex-employee from directly competing or working for a competitor, usually within a specific geographical area, for a set period following a sale or termination;
- Non-solicitation covenants seek to prevent a seller or ex-employee from entering into working relationships with former customers, by seeking or accepting orders for goods and services for a set period following a sale or termination;
- Non-solicitation of employees clauses seek to prevent a seller or ex-employee from recruiting former colleagues for a set period following a sale or termination;
- Restrictions on the use of confidential information seek to prohibit the use of any confidential information (usually identified by a non-exhaustive list of examples) acquired by a party in a transaction or an employee during employment.
Non-competition clauses are the first line of defense that an entrepreneur has in protecting their business goodwill. A common scenario that occurs in buy-sell transactions is a vendor who has sold their business and presumably moved on to other things. Upon the deal closing, the vendor suddenly changes his or her mind and opens a new office in direct competition with the purchaser. This can create a real problem for the purchaser, because many clients can be extremely loyal to their original service provider. The longer a customer has been a client of the vendor, the greater the degree of loyalty. Unless the radius restriction zone in the non-competition clause is adequately broad, many of these types of customer will follow a vendor to his or her new business location and the purchaser faces a huge loss of goodwill. In short, the purchaser has now lost something that they paid a significant amount of money for.
A buy-sell agreement should go further than simply contain a blanket prohibition against establishing a new competitive business within a certain radius restriction zone for a set term. Liquidated damages payable by the vendor to the purchaser in the event of breach should also be included within the scope of any restrictive covenant, as well as the right to seek injunctive relief.
Another valuable component of business goodwill that is often overlooked in many buy-sell agreements are clauses prohibiting the solicitation of staff members for a set period of time after the closing date of the purchase. Typically, entrepreneurs invest significant time and money in training their staff. This investment is factored into the goodwill allocation in any business valuation. Again, a properly drafted liquidated damages clause is critical in the event that a vendor solicits and hires any of their ex-employees at their new location. The best clauses set liquidated damages for soliciting specific employees such as key business development and sales personnel, operations specialists, or office managers. Different employees will be more valuable in different businesses. Obviously, damages must be reasonable otherwise such clauses will not be worth the paper that they are written on and only suitable for recycling purposes.
In an employment context where an employee leaves of their own accord the situation is different. The covenants still need to be reasonable to be enforceable. For example, a covenant prohibiting an employee from soliciting the business of former customers with whom they were regularly involved is more likely to be enforceable than a covenant which simply prohibits contact with any of the former employer’s customers, many of which the employee may never have had contact with. Restrictive covenants must go no further than is reasonably necessary to protect an entrepreneurs legitimate business interests otherwise the covenants will be deemed to be unlawful restraints of trade and rendered unenforceable. However this fairly simple statement disguises the complex considerations involved in defining what is “reasonable” and what is a “legitimate business interest” in any given circumstance. For example, a covenant which prevents an employee from working for a competitor for a period of six months anywhere within Canada may be enforceable against a national sales director but would not be appropriate for a yoga instructor who only deals with people in the immediate locality. Further, this is not simply an issue about ideas of perceived professional status. A ten mile geographical restriction might be appropriate for an acupuncturist working in a rural area, whereas the same restriction placed on a dentist working in an urban location might well be unreasonable.
At the end of the day, there is no magic formula for restrictive covenants. They must be drafted and shaped to fit your own individual business and jurisdiction. The law relating to restrictive covenants differs from jurisdiction to jurisdiction therefore it is absolutely critical to obtain proper legal advice from an experienced professional. Restrictive covenants are a bit of a game and to get the best results case law has shown, you need to know the rules. To use an old hockey analogy, defense wins games and in the entrepreneurs competitive world, restrictive covenants serve as an excellent defence against unlawful attacks against business goodwill.
With this in mind, C2K Law Corporation provides timely legal advice in relation to all types of corporate/commercial and business law matters. We strive to deliver an affordable, value-added service to suit your individual needs. We recognize that you are concerned about the costs of legal services. We do our best to provide a low cost value added service by leveraging technology and reducing overhead expenses passing the savings on to you. We use our entrepreneurship in our creative problem-solving approach, which enables us to take immediate and decisive action.
*The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.
Building An E-Commerce Business In Canada? Here’s What You Need To Know
The consumer market in Canada is changing at a rapid pace. On the west coast, start-ups are becoming increasingly common as entrepreneurs call cities like Vancouver, Victoria, and Surrey their home.
In this changing market, e-commerce is slowly taking the place of traditional brick-and-mortar storefronts in many respects.
As an aspiring e-commerce entrepreneur, there are several significant resources and insights to keep in mind ad you begin to build your business.
Track Your Income & Expenses
Before you can strategize and create lofty long-term goals, you’ll want to ensure you have the financial structure you need to grow your business.
Often, entrepreneurs in Canada struggle with the basics and must look to alternative lenders or online payday loans in Surrey or wherever their business has been established. To ensure you don’t make the same mistakes, you’ll want to set up a separate account for your professional expenses.
Whether you choose to create monthly spreadsheets or use a budget app, having a money management tool you can refer back to will help ensure you’re never overspending and you’re investing your profits where they’ll best serve you and your company.
Invest In a Web Developer
Many e-commerce brands are as popular as they are today because of the functionality and engagement their site brings to the market.
When you’re in the process of hiring a web developer, look at their resume and past clients — you’ll want to see what kind of sites they’ve created and how consumers have responded.
This hire can make or break your brand before you even launch, which is why it’s vital to do the necessary research.
There are certain areas of creating an e-commerce brand in Surrey or throughout Canada, and e-mail marketing is one of the most significant.
While social media is becoming increasingly popular as a marketing technique, e-mails remain a tried-and-true method for reaching customers and convincing them to make repeat purchases.
Creating lists for promotions and sales is a skillful way to keep customers engaged, rather than simply e-mailing only when they’ve made a purchase.
You’ll want to continuously test and optimize your emails using A/B testing to ensure you’re maximizing your growth potential.
Prioritize Customer Service
Without customers, your business will be unable to survive, let alone sustainably grow. The e-commerce market is competitive no matter the industry you’re in, which means customers are looking for brands that care about their shopping experience.
If your operation is small, you’ll likely be handling customer inquiries on your own. Remember to prioritize a portion of your day to comb through questions or concerns to keep your potential customers invested. When buyers have a seamless experience online, they’re more likely to recommend that product or service to their network.
If you have the capital to hire a single employee or a small team, you can delegate the customer care tasks and focus on the departments that need your immediate attention. You’ll want to ensure these candidates have strong writing skills and sales backgrounds — because they’ll know how to engage with your customers and ensure their satisfaction.
Surrey teenage entrepreneur’s food delivery app boasts of 10,000 users, unique dine-in feature
Surrey-based entrepreneur Ekam Panesar’s home delivery app DishPal is giving competition to the big delivery companies in the Lower mainland.
Two years after starting DishPal, the app now has 10,000 users and 100 active drivers. The app has partnered with 75 local restaurants already with many more to come.
The app was started by Ekam Panesar in Grade 12. The Seaquam Secondary School graduate is proud of its success so far. “This is only the beginning”.
“I was 16 at the time, when my father while eating lunch at one of the restaurants shared a concern of restaurants that they make very less profit on their orders from third-party food delivery platforms because of higher commission fees,” Panesar said.
“That’s when I decided to create DishPal, a smart app for ordering food and delivery online that helps local restaurants earn more by offering a lower commission of 10%.”
Panesar worked relentlessly to transform the idea into reality. After research, trials, and surveying the restaurant industry, DishPal was launched with a unique dine-in feature.
It is a mobile reservation, payment, and menu planning app that enables you to make reservations, order online, pay at the table, and tip. This contactless service helps you ditch your wallet.
DishPal also has a subscription plan called “DishPal Plus” which offers cashback/credit on every order, free delivery, and other benefits which helps you save while you shop.
Users may use the online credit or go to one of our partnered locations in person to pick up the order.
Panesar attributes his success and positive work ethic to his family. “My parents always taught me not to compare myself with anyone as everyone is unique in their own way.”
About the Founder-CEO:
Ekam Panesar is a solution-driven young entrepreneur who balanced his academic life with entrepreneurial dream and community work.
Ekam currently attends classes at Simon Fraser University. His drive to expand his business to the next level is fired by his vision. He wants DishPal to be a name brand in Canada and India that stands for trust, transparency, reliability, and quality.
How Businesses Are Prioritizing Appointments As They Open Their Doors Again
Restaurants and retail stores have finally reopened their doors after months of closure. As they reopened, shoppers have lined up and flocked to stores in record numbers, even amid recent Covid-19 surges.
The reopening has been a welcome occurrence for many, not least because of the 24,000 jobs recovered in Surrey. However, while consumers are eager to support their favourite clothing brands, small businesses, and other non-essential businesses, owners and management have had to strike a fine balance between maximizing customer footfall and prioritizing customer safety in-store.
Getting the balance right between generating income and deciding which clients get the first appointments can be a tricky decision. Thankfully, each business is adopting its own ways of prioritizing appointments and maintaining great customer service at the same time.
Dental And Medical Institutions Turn To AI And Scheduling Software
Based on safety guidelines from the Royal College of Dental Surgeons of Ontario, dentists are relying on a prioritization scheduling approach for patients. The organization recommends physical spacing between appointments to allow for appropriate sanitization measures between patient visits, along with pre-appointment screenings.
Dental practices are also encouraging patients to practice good dental care at home, and take note of the signs of gum inflammation early on to avoid more severe consequences, such as periodontal disease, which can occur if gingivitis develops and is left untreated.
Patients with urgent dental concerns like a severe dental infection are being referred to emergency dental clinics or earmarked for emergency clinic hours. Dental practice management software like ACE Dental and DentiCon are also being used to schedule and track appointments.
Scheduling software such as these also offers useful scheduling hacks like the ability to group patients as family members – and possibly group their appointments to minimize the spread of infections.
Other dental practices are using AI to prioritize urgent patient appointments, similar to the UK’s NHS approach to working through the patient backlog. Booking and patient interaction software like Dr. Doctor relies on predictive algorithms to help hospitals and dental care surgeries prioritize appointments by urgency instead of seeing patients on a first come first served basis.
Patients are given a patient questionnaire to complete, and graded using a colour-coded charting system. These and other dental booking software systems help to reduce the administrative burden on clinicians, which leaves them with more time to focus on patient care.
Pre-Booked Appointments And Outdoor Dining Feature Heavily For Restaurants
Due to a recent surge in cases across British Columbia, restaurants are closed to indoor dining until April 19, 2021. However, takeaways and outdoor dining are still permitted. Most restaurants have taken their appointment booking and takeaway services online, allowing customers to make reservations based on table availability, or pick up their meals to go.
The use of online appointment scheduling software such as Zoho Bookings and Yocale are popular amongst food establishments to keep track of bookings.
Currently, no more than six people are allowed to sit together when booking a restaurant reservation in order to maintain social distancing, according to reopening guidelines by Work Safe British Columbia. Therefore, larger parties are either being spilt into separate dining reservations (if outdoor space permits) or offered an alternative date.
Retailers Continue To Rely On Crowd Control, Navigation Signs, And Queues
Other retail stores have also implemented crowd control techniques instead of an appointment system. Retail stores in malls are now limiting the number of shoppers in-store at any one time, and have implemented navigation signs for customers to help with the flow of traffic in-store and outdoors.
Doormen and security staff are a common feature, as they maintain the number of shoppers in-store and regulate the flow of traffic in a bid to prioritize social distancing.
Stores are also incorporating an omni-channel approach as a way to stagger in-store traffic. Caposhie in South Granville has continued to keep a focus on online operations to balance demand.
Owner Adelle Reynaud said, “We sort of spent our time kind of building the back end up, and hopefully through this our online sales will grow and we’ll kind of figure out new and improved ways to figure that out.” Other retailers have embraced the use of the click and collect model, and are encouraging customers to use their virtual services where possible.
Jewellers like Tiffany’s in Vancouver now allow consumers to book their virtual appointments online, or book a time slot for in-store consultations. Golden Tree Jewellers in Surrey has done the same, providing a dedicated contact number for appointment bookings.
As business resumes, companies are having to find new and innovative ways to balance their profitability and customer safety. Deciding how to prioritize appointments is a crucial part of that.
The basis of prioritization and appointment models differ greatly according to businesses, but one thing that remains consistent is that businesses in BC are finding ways to rise to the challenge.
New Device Repair Service On Wheels Launches In Surrey, Bringing Residents Contactless, Convenient And Professional Repairs Right To Their Doorstep
Mobile Klinik goes mobile: Innovative smartphone and tablet repair service on wheels is now available in more than 100 cities and towns across Canada
Mobile Klinik waiving $29.99 convenience fee to support Canadians with safe contactless customer repair support amid Covid-19
Today Mobile Klinik, Canada’s leading chain of professional smartphone and tablet repair stores, launched Onsite Repair Units, the first van service of its kind to offer consumers and businesses nationwide the convenience of professional smartphone and tablet repair at the location of their choice.
With more Canadians working and learning from home and physical distancing protocols in place, it is more important than ever for their devices to be working without issue, and now residents and businesses in more than 100 communities nationwide can conveniently access Mobile Klinik’s Onsite Repair Unit service.
“The launch of Mobile Klinik’s Onsite Repair service is our latest initiative to make smartphone and tablet repair a more accessible, cost effective, and convenient option for Canadian consumers,” said Tim McGuire, CEO of Mobile Klinik.
“Because we are spending so much time learning, working, and seeking entertainment at home, having reliable smartphones and tablets is paramount. We are proud to bring our services right to our customers’ doorsteps – at no extra charge – so they can resume using their device, often in less than an hour.”
As a leader in professional smartphone and tablet repair, Mobile Klinik is committed to providing Canadians with flexible and affordable options to keep their devices for longer, servicing common issues like cracked screens, broken cameras, software updates, and battery replacements using high quality parts and state of the art diagnostics – right from inside the Mobile Klinik service van, outside their homes or place of work.
To further support Canadians throughout the Covid-19 pandemic, for a limited time, Mobile Klinik is waiving the $29.99 Onsite Repair Unit convenience fee.
Customers in the following communities can book today either online or by phone to have a Mobile Klinik technician arrive at the location of their choice and service their repair in 60 minutes or less.
- North Vancouver
- West Vancouver
- Pitt Meadows
- Maple Ridge
- White Rock
- New Westminster
- St. Albert
- Spruce Grove
- Quebec City
- Saint Jean Sur Richelieu
To find out if Mobile Klinik’s new Onsite Repair service is available in your community or for more information, visit us:
About Mobile Klinik
Mobile Klinik is Canada’s leader in professional smartphone and tablet repair, refurbishment and resale with more than 90 convenient locations from coast to coast, Onsite Repair Units in over 100 markets across Canada and an online store.
We are committed to providing Canadian consumers and businesses with flexible and affordable options to repair, buy, sell, protect and connect their wireless devices.
Attention Entrepreneurs: This Could Be The Ideal Time To Start That Business
Every business has been impacted in one way or another by the COVID-19 pandemic. In many cases, this has led to layoffs, reduced hours, and other major changes for workers. While the economy is struggling to bounce back, entrepreneurs have a unique opportunity to push their business dreams forward.
There is more talent accessible on the market than ever before, and you’re not constrained by geographic location. It’s easier to be nimble and succeed with a small team (even just yourself) than it used to be. And if you need a small business loan to get your company up and running, interest rates are expected to remain low for several years.
Many of the world’s most successful companies were started in the midst of a financial crisis. It all comes down to whether or not you can provide consumers with something they need or want. If you decide to start your business in the near future, however, you’ll need to ensure that you manage your capital well so that you can stay in a strong position for long-term success.
Surrey604 is here with some ideas. From conducting a market evaluation to saving up a healthy financial cushion, here are a few key practices for stretching your startup capital in the early stages of your entrepreneurship:
Evaluating the Market
Assuming you already have an idea of what type of product or service you want to offer, you will need to do a thorough market evaluation to ensure there is demand for it.
How big is the market? What are potential competitors offering and how is your product different? What are the price points like?
Writing a Business Plan
Once you’ve assessed the market, you’ll need to create a business plan. Much can be said on this subject, but to keep it short: Your business plan should contain all the information pertinent to the launch and growth of your company over the next five to 10 years.
Some examples of what you need to include are your mission statement, a description of products or services, financial projections, the kind of staff needed, and your marketing strategies.
Outsourcing Time-Consuming Tasks
It might seem counter-intuitive, but hiring people can be a cost-effective method of growing your business. Think about it: If you try to do everything yourself all the time, everything will take longer to get done. And chances are they won’t be done properly and you’ll get burned out in no time.
Consider any tasks or roles that will distract you from your vision as the business owner, and start looking for qualified workers to fill them. For example, you can easily hire professional accounting, legal, and branding services through freelance job platforms.
Using Financial Management Tools
A lot goes into managing finances when you’re a business owner. It’s easy to get overwhelmed keeping track of your taxes, expenses, payments, invoicing, and other factors.
Fortunately, there is a slew of software tools on the market (e.g., Freshbooks, Xero, QuickBooks, etc.) that can simplify this process. Use them.
Just like with personal finances, saving up a contingency fund for your business can provide you with security and peace of mind. You never know what is going to happen tomorrow — or even today! — and having money saved up can help you avoid significant financial hardships or the loss of your business.
Start setting aside money each week, and try to put away at least six months of expenses. If you’ve been thinking about opening a business, why wait?
There are many reasons why now is a great time, and if you prepare beforehand, you can take advantage of the moment and establish a stable foundation for long-lasting success.
Along with considering the tips above, keep researching to see what others steps you can take to build a healthy, thriving business from the ground up!
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