Fixed-Fee Contract Review in Ontario — What to Check Before Signing an NDA ($395) or Service Agreement ($750)
The NDA traps and the seven service-agreement clauses that shift liability, IP ownership and termination risk onto small businesses — and what a fixed-fee lawyer review checks.
Direct Answer
Most Ontario contract disputes trace back to a signed counterparty template that nobody checked for limitation of liability, indemnities, IP ownership, auto-renewal, and termination rights. Astor Nobel Law offers fixed-fee contract reviews by David J. Rose, Barrister & Solicitor:
- NDA / Confidentiality Agreement Review — $395 + HST
- Standard Business Contract Review — $750 + HST (contractor, consulting, SaaS, MSA, vendor, employment offer)
- Commercial Lease or Key Transaction Review — $1,250 + HST
Each review includes a Word redline (tracked changes) and a plain-English risk summary, typically within 48 business hours after the conflict check clears.
| Tier | Fixed fee | Typical documents | Turnaround | Deliverables |
|---|---|---|---|---|
| NDA / Confidentiality | $395 + HST | Mutual or one-way NDAs, evaluation NDAs | 48 business hours | Redline + plain-English risk summary |
| Standard Business Contract | $750 + HST | MSAs, contractor/consulting, SaaS/vendor, employment offers | 48 business hours | Redline + risk memo + call with David Rose |
| Commercial Lease / Key Transaction | $1,250 + HST | Offers to Lease, commercial leases, shareholder agreements, asset/share purchase term sheets | 48–72 business hours | Risk memo + targeted redline + strategy call |
Page limits and exact scope are confirmed in your 1-page Limited-Scope Retainer before work begins. No disbursements apply to contract reviews.
Have an NDA or service agreement to sign this week?
Send it for a fixed-fee review: $395 for an NDA, $750 for a standard business contract (+ HST).
Part 1: What to Check Before Signing a “Standard” NDA ($395 Review)
1. Hidden non-solicitation or non-compete clauses
An NDA should restrict use and disclosure of confidential information. Some bury a 24-month employee/client non-solicit or a non-circumvention clause that can restrict your hiring or sales just for taking a meeting.
2. One-way vs. mutual protection
If both sides share pricing, roadmaps or client lists, the NDA must be genuinely mutual. Watch for definitions that only protect information stamped “CONFIDENTIAL” or summarized in writing within a few days — which often protects only the drafter.
3. Perpetual confidentiality vs. a reasonable term
Trade secrets can stay protected while they remain secret, but general business information usually warrants a fixed term (often 2–3 years).
4. Independent development and residuals carve-outs
Developers, agencies and consultants need a clear carve-out so a prospect who never hires you cannot later claim your independent work used their information.
5. Automatic injunctions, cost awards and foreign courts
Be cautious of clauses granting automatic injunctions without proof of damage, full-indemnity legal costs, or exclusive jurisdiction outside Ontario.
Part 2: 7 Clauses to Check in a Service, Contractor or SaaS Agreement ($750 Review)
1. Limitation of liability
Ontario courts generally enforce clear liability limits between commercial parties. Check whether there is a cap (commonly fees paid in the prior 6–12 months), whether it is mutual, whether indirect and consequential damages are excluded for both sides, and whether uncapped carve-outs (indemnity, confidentiality, data breach) swallow the cap.
2. Broad one-way indemnities
A fair indemnity covers third-party claims from your negligence, wilful misconduct or IP infringement. “Any and all claims arising out of or relating to this Agreement” can turn an ordinary dispute into an obligation to fund the other side's lawyers.
3. IP ownership: background IP vs. custom deliverables
Under Canada's Copyright Act, paying a contractor does not by itself transfer copyright. Hiring businesses need a signed written assignment and a moral-rights waiver; consultants should carve out pre-existing tools and make transfer conditional on payment.
4. Contractor vs. employee misclassification
Calling someone an “independent contractor” does not bind the CRA, the Ministry of Labour or an Ontario court. Exclusivity, control, and termination terms can point to employee or dependent-contractor status and reasonable-notice exposure.
5. Termination for convenience and auto-renewal
Watch 60- or 90-day cancellation windows paired with automatic 12–36-month renewals and price increases. Consultants should ensure early termination pays for work performed and non-cancellable commitments.
6. Payment terms, interest and the right to suspend
Without an express right to suspend work for overdue invoices, stopping work can be alleged as a breach. Under s. 4 of the federal Interest Act, a rate stated only per month (e.g. “2% per month”) may be limited to 5% per year unless the equivalent annual rate is stated.
7. Governing law and venue
Mandatory arbitration in California or litigation in New York can cost more than a small contract is worth. Where possible, negotiate Ontario law and a Toronto venue.
Why a Litigation-Experienced Lawyer Reviews Your Contract
David J. Rose has practised both corporate/commercial law and civil litigation in Ontario for over 25 years, so reviews focus on how clauses operate when a relationship breaks down.
Send your contract for a fixed-fee review
$395 NDA · $750 Standard Business Contract · $1,250 Commercial Lease or Key Transaction (+ HST).
Frequently Asked Questions
How much does a lawyer charge to review an NDA or service agreement in Ontario?
At Astor Nobel Law, an NDA or confidentiality agreement review is a fixed $395 + HST, and a standard business contract review (independent contractor, consulting, SaaS, MSA, vendor or employment offer) is a fixed $750 + HST. Commercial leases and key transaction agreements are $1,250 + HST.
What is included in a fixed-fee contract review?
A conflict check and 1-page Limited-Scope Retainer, a full review by David J. Rose, a Word tracked-changes redline (or rider language for locked PDFs), and a plain-English risk summary. Every tier ($395, $750 and $1,250) includes a 20-minute review call with David Rose.
How fast is the turnaround?
Typically within 48 business hours after the conflict check clears and the retainer is signed; 48–72 business hours for commercial leases and key transaction agreements.
What if the other party pushes back on the redline?
We provide primary and fallback wording so you can negotiate yourself. If you want us to negotiate directly or review a second heavily revised draft, we quote a fixed fee or cap in writing before doing further work.
Does paying a contractor give my business ownership of their work in Canada?
Not automatically. Under the Copyright Act, the author generally owns copyright unless there is a written assignment signed by the author; a waiver of moral rights is also typically needed.
Should I send my contract before the conflict check?
Please send only the other party's name first. Do not send confidential documents until we confirm there is no conflict and a written Limited-Scope Retainer is signed.
Legal information only, not legal advice. Reading this guide or contacting Astor Nobel Law by email, phone, or intake form does not create a lawyer-client relationship. Legal services are provided by David J. Rose, Barrister & Solicitor (licensed by the Law Society of Ontario), only after an Ontario conflict-of-interest check is completed and a written Limited-Scope Retainer is signed by both parties. Government fees quoted are as of October 2026 and may change. Astor Nobel Law · 170 Chiltern Hill Rd, Toronto, ON M6C 0A9 · david.rose@roselawfirm.ca · Phone (416) 519-2543