NDA Lawyer in Toronto — Drafting & Review Under Ontario Law

When you're raising capital and need to share financial projections, customer data, proprietary technology, or strategic plans, an NDA can protect that information from being used against you. Common with angel investors, strategic partners, family offices, and corporate development teams who are evaluating your business.

We draft investor NDAs that protect your information without being so aggressive they discourage the conversation — a frequent problem with template NDAs that founders pull off the internet.

Because Ontario banned non-compete clauses in 2021 under the Working for Workers Act, the NDA is now your primary protection against information leaving with departing employees. That makes the drafting standard higher than it used to be — generic templates that worked when you also had a non-compete are no longer enough on their own.

We draft employee NDAs that are calibrated to your actual trade secrets and confidential information, set reasonable post-employment restrictions on use, and pair cleanly with the rest of your employment documents (offer letter, IP assignment, handbook).

When you bring on a contractor, freelancer, or agency that will see confidential information — source code, client data, designs, financial projections — they need a stronger contractual structure than an employee. Contractor NDAs need to address what they can do with the information during and after the engagement.

Important: contractor NDAs should usually be paired with IP assignment language. Unlike employees, contractors don't automatically assign their work product to you — they own it unless your contract says otherwise. Most off-the-shelf NDA templates miss this entirely.

When you're exploring a sale, acquisition, joint venture, or significant strategic partnership, the NDA is the first document exchanged — and it sets the tone for everything that follows. M&A NDAs are typically more complex than standard NDAs: they involve multiple categories of information, extended duration, non-solicit considerations, and standstill or no-shop provisions in some cases.

We scope M&A and due diligence NDAs on the consultation call because the right structure depends on whether you're the buy-side or sell-side, what kind of process is running, and the counterparty's sophistication.

If someone has handed you an NDA to sign — a prospective employer, a larger company you want to do business with, a counterparty in a deal — don't sign blind. NDAs are often more aggressive than they need to be, and once signed, the obligations can follow you for years.

We review NDAs and return a plain-English summary of what you're agreeing to, identify overbroad or unenforceable clauses, flag terms that conflict with your other obligations (employment, prior NDAs, fiduciary duties), and recommend specific redlines or negotiation points. You leave knowing exactly what you'd be signing, and where the leverage is.