6-ROOM CANADIAN LEGAL OPERATING SYSTEMZero Login Wall · Legal Information, Never Legal Advice
LegalAI Studio · Canadian Contract, Employment, Privacy & Immigration Operating System
Planned one-time license for the major version you own. Contracts and local AI stay on your computer at $0/mo in studio compute. Not on sale yet; installers are in preparation.
Traditional Corporate Law Firm First-Pass Review
$600/hr
Example partner or senior-associate rate used for this comparison
$1,200+ for a single MSA or commercial retail lease review (two billable hours at that rate)
5 to 10 business days to book the review, wait for it and get comments back (example timeline)
Example figures, not survey results. For a published benchmark, Canadian Lawyer's 2013 Legal Fees Survey reported a national average of $375/hr for lawyers called more than 20 years; rates vary by city, firm and seniority. Canadian Lawyer, The Going Rate 2013
vs
Legal AI Studio Desk Shield
Under 3 seconds
Deterministic 4-trap X-ray, run in your browser tab
3-posture replacement matrix: Protective, Balanced and Quick-Close wording side by side
Polite opposing-counsel email, ready to paste
Planned one-time offline desktop vault (in preparation; not on sale yet)
Law Society of Ontario boundary: Legal information and contract literacy workbench; never legal advice and never replaces a licensed lawyer.
Room 1: Contract Red-Flag Scanner & Side-by-Side Redline Studio
Drop in a contract to light up the four hidden traps, compare three replacement options side by side, and copy a polite email for the other side's lawyer. The 8 predatory archetypes sit underneath for clause-by-clause study.
Active Portal: Freelancer & Creator
Live Contract Drop-In · 4-Trap X-Ray
Drop in a client contract or store lease and watch the hidden traps light up
Paste the text or drop a .txt file. The X-ray runs in this browser tab against fixed rules: nothing is uploaded and no AI model reads your contract.
4/4 Traps Lit · 2 Critical
Scanned 2,585 characters across 12 clauses against 4 trap rules. A trap that is not detected is not a clearance: unusual wording still needs a licensed lawyer's review.
9.1 Indemnity. Contractor shall indemnify and hold harmless Client from any and all third-party claims, losses and legal fees arising out of the Services, however caused, and Contractor's liability under this Agreement shall be unlimited.
Uncapped
No ceiling on your downside: one third-party claim can exceed the CAD $48,000 fee many times over. A Balanced cap holds it to CAD $48,000.
Legal anchor: Tercon Contractors Ltd. v. British Columbia, 2010 SCC 4: a limitation or exclusion clause is applied according to its wording, subject to unconscionability and overriding public policy. There is no default cap, so any cap must be written into the agreement.
HIGHSection 11.2
One-Sided Termination Without a Kill Fee
11.2 Termination for Convenience. Client may terminate this Agreement at any time and for any reason on five (5) days' written notice, without any further liability or payment to Contractor beyond invoices already accepted.
CAD $24,000 at risk
If the client walks at the halfway point on 5 days' notice, CAD $24,000 of booked work disappears. A thirty-five percent kill fee on the unbilled half recovers CAD $8,400.
Legal anchor: C.M. Callow Inc. v. Zollinger, 2020 SCC 45: a termination right must be used honestly, but a bare convenience clause still lets the client leave without paying for the capacity you reserved.
HIGHSection 12.1
Pre-Payment IP Theft / Immediate Work-for-Hire Assignment Before Invoice Payment
12.1 Work Made for Hire. All deliverables, drafts, designs and source files are works made for hire. Contractor hereby assigns to Client all right, title and interest in them immediately upon creation, whether or not any invoice has been paid.
CAD $48,000 transferable unpaid
Every file belongs to the client the moment it exists, so a Net-60 invoice can sit unpaid while the client already owns and uses the work.
Legal anchor: Copyright Act (Canada), R.S.C. 1985, c. C-42, s. 13(4): ownership moves only by a signed written assignment, so the assignment can wait for payment. A contractor is not an employee under s. 13(3).
CRITICALSections 15.4 + 18.1
Commercial Store Lease Demolition Clause & Unlimited Personal Guarantee
15.4 Demolition and Redevelopment. If Landlord intends to demolish or redevelop all or part of the Building, Landlord may terminate this Lease at any time on three (3) months' written notice, and Tenant shall not be entitled to any compensation for leasehold improvements, relocation or loss of business.
18.1 Personal Guarantee. The Indemnifier, jointly and severally with Tenant, personally guarantees the full and punctual payment and performance of every Tenant obligation for the entire Term and any renewal, without limit as to amount.
CAD $80,750 build-out at risk
On 3 months' notice the landlord can end the lease in month 3; CAD $80,750 of the CAD $85,000 build-out is still unamortized and the clause pays nothing for it. The personal guarantee puts CAD $360,000 of rent on your own assets with no cap.
Legal anchor: Commercial Tenancies Act (Ontario), R.S.O. 1990, c. L.7 sets no demolition notice period and no build-out reimbursement, so both must be written into the lease. Guarantees are read strictly (Manulife Bank of Canada v. Conlin, [1996] 3 S.C.R. 415), but clear unlimited wording is enforced.
3-Option Replacement Matrix
Protective, Balanced and Quick-Close wording, side by side
Compare the exact replacement wording for every trap found above. Pick a column to set the posture for the email and the redline studio below.
Protective
Maximum protection
The strongest wording for your side. Expect one round of counter-offers.
1. Liability Cap · Section 9.1
Each party's total aggregate liability under this Agreement, including under any indemnity, shall not exceed the fees actually paid to Contractor in the twelve (12) months before the claim (never more than CAD $48,000), except for fraud or wilful misconduct. Neither party is liable for indirect, consequential or lost-profit damages, and Contractor's indemnity covers only third-party claims caused by Contractor's own negligence.
2. Kill-Fee Floor · Section 11.2
Client may terminate for convenience on thirty (30) days' written notice and shall then pay (a) all work performed and expenses incurred to the termination date and (b) a kill fee of fifty percent of the unbilled balance of the fees (CAD $12,000 if terminated at the halfway point). Any deposit already paid is credited against these amounts.
All right, title and interest in the Deliverables passes to Client only upon Contractor's receipt of full payment of every invoice under this Agreement. Until then Client holds a non-exclusive, revocable licence to use the Deliverables for internal review only. Contractor keeps all Background IP and may show the work in its portfolio.
4. Commercial Lease Demolition & Personal Guarantee Cap · Sections 15.4 + 18.1
Landlord shall not give notice of termination for demolition or redevelopment during the first thirty-six (36) months of the Term, and after that only on eighteen (18) months' prior written notice. On termination Landlord shall reimburse Tenant's unamortized leasehold improvements, straight-line over the Term from a documented cost of CAD $85,000, and pay a relocation allowance of six (6) months' Basic Rent (CAD $36,000). The Indemnifier's guarantee is capped at six (6) months' Basic Rent (CAD $36,000) and is released after twenty-four (24) months without default.
Archetype clause in the studio below: Sec 9.1 Indemnification Carve-Out (Nullifies Cap)
Provider's total aggregate liability across all claims, including indemnification under Section 9.1, is strictly capped at 100% of fees actually received by Provider under this Statement of Work ($8,500).
Balanced
Mutual middle ground
Symmetric terms that either side can defend to its own client.
1. Liability Cap · Section 9.1
Each party's total aggregate liability under this Agreement, including under any indemnity, shall not exceed the total fees paid or payable under this Agreement (CAD $48,000). Indemnities are mutual and cover only third-party claims caused by the indemnifying party's negligence. The cap does not apply to fraud or wilful misconduct.
2. Kill-Fee Floor · Section 11.2
Client may terminate for convenience on fifteen (15) days' written notice and shall then pay (a) all work performed and expenses incurred to the termination date and (b) a kill fee of thirty-five percent of the unbilled balance of the fees (CAD $8,400 if terminated at the halfway point).
Copyright in each milestone's Deliverables is assigned to Client upon Contractor's receipt of payment for that milestone. Contractor keeps its Background IP and grants Client a non-exclusive licence to it to the extent it is embedded in the Deliverables.
4. Commercial Lease Demolition & Personal Guarantee Cap · Sections 15.4 + 18.1
Landlord shall not give notice of termination for demolition or redevelopment during the first thirty-six (36) months of the Term, and after that only on twelve (12) months' prior written notice. On termination Landlord shall reimburse Tenant's unamortized leasehold improvements, straight-line over the Term from a documented cost of CAD $85,000, and pay a relocation allowance of three (3) months' Basic Rent (CAD $18,000). The Indemnifier's guarantee is capped at twelve (12) months' Basic Rent (CAD $72,000).
Archetype clause in the studio below: Sec 9.1 Indemnification Carve-Out (Nullifies Cap)
Each party's indemnification obligations under this Section 9.1 shall be subject to a super-cap equal to two times (2x) the fees actually paid under the applicable Statement of Work ($17,000 maximum) and shall exclude consequential damages.
Quick-Close
Fastest signature
The smallest ask that still puts a ceiling on every trap.
1. Liability Cap · Section 9.1
Contractor's total aggregate liability under this Agreement, including under any indemnity, shall not exceed two times (2x) the total fees under this Agreement (CAD $96,000). Client's indemnity wording may otherwise stand as drafted, subject to this cap.
2. Kill-Fee Floor · Section 11.2
Client may terminate for convenience on ten (10) days' written notice and shall then pay for all work performed to the termination date plus a kill fee of twenty-five percent of the unbilled balance of the fees (CAD $6,000 if terminated at the halfway point).
Client may use the Deliverables from delivery under a non-exclusive licence, and copyright is assigned to Client upon payment of the final invoice. The licence ends automatically if any invoice is more than thirty (30) days overdue.
4. Commercial Lease Demolition & Personal Guarantee Cap · Sections 15.4 + 18.1
Landlord shall not give notice of termination for demolition or redevelopment during the first twenty-four (24) months of the Term, and after that only on twelve (12) months' prior written notice. On termination Landlord shall reimburse Tenant's unamortized leasehold improvements, straight-line over the Term from a documented cost of CAD $85,000. The Indemnifier's guarantee is capped at eighteen (18) months' Basic Rent (CAD $108,000).
Archetype clause in the studio below: Sec 9.1 Indemnification Carve-Out (Nullifies Cap)
Subject to the aggregate liability cap in Section 10.1, Provider shall indemnify Client solely against direct third-party claims finally awarded by a court of competent jurisdiction arising from Provider's willful infringement.
Polite Opposing-Counsel Email · Balanced Posture
Win the protection without killing the deal
Ready to paste to the other side's lawyer. Each ask is framed commercially and leaves price, scope and timeline untouched.
Subject: Master Client Services Agreement and Retail Store Lease Schedule: 4 proposed mutual revisions before signature
Dear Counsel,
Thank you for sending the draft Master Client Services Agreement and Retail Store Lease Schedule. We are keen to sign and to start on schedule, and there are four points we would like to settle first. None of them changes the price, the scope or the timeline; each one makes the risk on both sides clear and measurable.
1. Liability Cap (Section 9.1). Each party's total aggregate liability under this Agreement, including under any indemnity, shall not exceed the total fees paid or payable under this Agreement (CAD $48,000). Indemnities are mutual and cover only third-party claims caused by the indemnifying party's negligence. The cap does not apply to fraud or wilful misconduct.
2. Kill-Fee Floor (Section 11.2). Client may terminate for convenience on fifteen (15) days' written notice and shall then pay (a) all work performed and expenses incurred to the termination date and (b) a kill fee of thirty-five percent of the unbilled balance of the fees (CAD $8,400 if terminated at the halfway point).
3. IP-on-Full-Payment Condition Precedent (Section 12.1). Copyright in each milestone's Deliverables is assigned to Client upon Contractor's receipt of payment for that milestone. Contractor keeps its Background IP and grants Client a non-exclusive licence to it to the extent it is embedded in the Deliverables.
4. Commercial Lease Demolition & Personal Guarantee Cap (Sections 15.4 and 18.1). Landlord shall not give notice of termination for demolition or redevelopment during the first thirty-six (36) months of the Term, and after that only on twelve (12) months' prior written notice. On termination Landlord shall reimburse Tenant's unamortized leasehold improvements, straight-line over the Term from a documented cost of CAD $85,000, and pay a relocation allowance of three (3) months' Basic Rent (CAD $18,000). The Indemnifier's guarantee is capped at twelve (12) months' Basic Rent (CAD $72,000).
We have aimed for the middle ground that commercial parties usually settle on, and we hope these can be accepted as drafted.
Kind regards,
[Your name]
[Your business name]
Legal information and a negotiation starting point only; not legal advice. Have a licensed lawyer review the wording before you send or sign.
Clause-by-Clause Archetype Studio
Select any of the 8 predatory contract archetypes, flip hazardous clauses to protective counter-redlines, and copy polite negotiation scripts.
Live Trap Score: 86/100
Deal-Saving Polite Negotiation Script
Section 9.1 · Indemnification Carve-Out (Nullifies Cap) (Zero em dashes)
Hi team, we are excited to kick off the project. Our standard insurance policy requires that indemnification in Section 9.1 remain subject to the aggregate contract cap in Section 10.1 so both sides have predictable risk boundaries. I have attached the clean tracked-changes update so we can sign today.
Framed around mutual insurance & statutory compliance so you keep the client relationship warm.
Early access - free while we build
Legal help that knows Canada
Five working tools for Canadian legal self-help and professional workflows - immigration scoring, contract review, document generation, compliance, and plain-language legal Q&A. Legal information, never legal advice.
Canadian jurisdiction, federal & provincialLegal information, not legal advice
Freelancer & Creator Shield
A clearer contract starts with the clause.
Start free, without signing in. Choose an authored example, compare the wording and take a briefing to your lawyer.
Example cases, processed locally
Choose a contract example
Find a contract module
1. Side-by-Side Clause Redline Studio
Compare the example wording with a proposed negotiation starting point.
An Ontario designer is offered a fixed-fee brand project with payment tied to subjective acceptance.
Compare the original clause and proposed wording
Original example clause
Client may reject deliverables in its sole discretion. Invoices are payable Net-90 after acceptance. Contractor assigns all background tools on creation.
Proposed discussion wording
List objective acceptance criteria and a review deadline. Propose Net-30 from invoice receipt. Exclude pre-existing tools from the deliverables assignment and discuss ownership after full payment.
Ask counsel to review acceptance, payment triggers and the background-IP schedule together.
Open the case dossier and unsent note
Review this example before sharing. Nothing is sent automatically.
Case fact sheet: 1,236 / 3,072 bytes
Deterministic example inputs. No AI interpretation or uploaded-document analysis is claimed.
{
"schema_version": "1.0",
"case_id": "creator-msa",
"portal": "freelancer",
"workspace_id": "redline",
"currency": "CAD",
"example_only": true,
"provenance": "Authored example, not an uploaded contract or legal finding",
"scenario": "An Ontario designer is offered a fixed-fee brand project with payment tied to subjective acceptance.",
"original_clause": "Client may reject deliverables in its sole discretion. Invoices are payable Net-90 after acceptance. Contractor assigns all background tools on creation.",
"proposed_clause": "List objective acceptance criteria and a review deadline. Propose Net-30 from invoice receipt. Exclude pre-existing tools from the deliverables assignment and discuss ownership after full payment.",
"review_note": "Ask counsel to review acceptance, payment triggers and the background-IP schedule together.",
"payment": {
"principal_cents": 500000,
"net_days": 90,
"overdue_days": 0,
"annual_interest_pct": 0,
"illustrative_interest_cents": 0
},
"boundary": "Law Society of Ontario boundary: Information and contract literacy tool only; not legal advice. Have a licensed lawyer review your actual agreement and jurisdiction before using draft wording."
}
Law Society of Ontario boundary: Information and contract literacy tool only; not legal advice. Have a licensed lawyer review your actual agreement and jurisdiction before using draft wording. Find a licensed professional through the LSO directory.
Draft a founder counter-proposal email and replacement clauses
Before you sign
Founder Redline Counter-Proposal
Choose the terms you want to discuss. Copy an unsent email and replacement clauses, or keep a plain-text draft for your review.
Combined modeled exposure reduction
CAD 104,000
CAD 117,000 example before less CAD 13,000 example after.
Example assumptions: CAD 100,000 indemnity claim capped at CAD 12,000 fees paid in the last 12 months; CAD 5,000 background-IP replacement cost retained; CAD 12,000 annual renewal replaced by CAD 1,000 for 30 days of service.
Only selected, separate cost buckets are added. Uncapped liability has no finite maximum. This is a claim scenario, not actual savings or an enforceability finding. Renewal assumes notice at renewal. The cap is a negotiation proposal, not an Ontario or Canadian statutory default.
Review the draft before sharing. Nothing is sent automatically.
Email and replacement clause pack
Subject: Proposed contract revisions for discussion
Hello,
Thank you for sharing the agreement. As a solo founder, freelancer or small-business owner, I would like to discuss the following revisions before signing. Please review the replacement clause pack below and let me know whether we can agree to these changes in writing.
- Propose a mutual aggregate cap based on 12-month fees paid.
- Keep background tools and transfer final deliverables after full payment.
- Replace silent renewal with written consent and a 30-day exit.
These are proposed discussion terms for an Ontario/Canadian business agreement. They require review against the actual agreement and are not effective unless agreed by the parties.
REPLACEMENT CLAUSE PACK
1. Uncapped Mutual/One-Way Indemnity
Mutual indemnity and liability cap: Each party shall indemnify the other only for third-party claims caused by its own breach of this agreement or negligence. Each party's aggregate liability under or in connection with this agreement, including all indemnity obligations, shall not exceed the fees paid by the Client under this agreement in the 12 months preceding the event giving rise to the claim. This replaces any uncapped or one-way indemnity. Liabilities that cannot lawfully be limited remain unaffected.
2. Overbroad IP Assignment Trap
Background IP and payment: The Provider retains all pre-existing tools, templates, know-how and materials developed independently of this engagement. Only the final deliverables expressly identified in the statement of work are assigned to the Client, effective upon full invoice settlement. Upon that payment, the Client receives a non-exclusive, perpetual licence to background materials embedded in those deliverables solely as needed to use them. Third-party rights remain subject to their licences. Moral rights are not assigned or waived by this clause.
3. Silent Auto-Renewal Lock-In
Renewal and termination: The agreement expires at the end of its current term unless both parties give mutual written renewal consent. No 60-day or 90-day advance non-renewal window or silent annual renewal applies. Either party may terminate for convenience on 30 days' written notice, including during a renewed term. Only fees for services supplied through the effective termination date are payable, with no remaining annual lock-in fee; prepaid unused service fees shall be refunded.
Please share any proposed revisions so we can resolve the wording before signature. Thank you.
EXAMPLE PLANNING NOTES (remove or adapt before sharing)
Authored, illustrative Ontario/Canadian business-contract example only. No actual contract was analyzed. Proposed terms are not accepted terms or a finding of enforceability.
The 12-month cap is a negotiation proposal, not a statutory Ontario or Canadian default. Uncapped liability has no finite maximum; the model uses a stated claim scenario instead.
Indemnity example: CAD 100,000 claim compared with CAD 12,000 fees paid over the preceding 12 months.
Background IP example: CAD 5,000 assumed replacement cost compared with zero replacement cost if those materials are retained. This is not an IP valuation.
Renewal example: CAD 12,000 annual service cost compared with CAD 1,000 for 30 days at CAD 1,000 per month. Assumes notice given at renewal; other notice dates change the result.
Combined model adds only the selected, separate example cost buckets. Do not add overlapping losses. This is an illustrative claim scenario, not actual savings or a legal outcome.
Combined modeled exposure reduction: CAD 117,000 less CAD 13,000 = CAD 104,000.
Educational contract information and negotiation drafting aid only. This is not legal advice or lawyer representation. Have a licensed Ontario lawyer review the actual agreement, applicable law and proposed wording before use.
Compact JSON redline fact sheet (2516 bytes)
{"schema":"founder-redline-v1","currency":"CAD","example_only":true,"jurisdiction_context":"Ontario/Canada; negotiation proposal, not a statutory rule","selected":["indemnity","ipTrap","autoRenewal"],"assumptions":{"indemnity_claim_cad":100000,"fees_paid_last_12_months_cad":12000,"background_ip_replacement_cad":5000,"annual_renewal_cad":12000,"renewal_30_day_notice_cad":1000},"exposure":{"baselineCad":117000,"proposedCad":13000,"reductionCad":104000},"formula":"sum(selected separate example costs) before less after; no overlapping losses","limits":"Uncapped maximum unknown. Claim scenario only. No actual savings, acceptance or enforceability finding. Renewal notice assumed at renewal.","clauses":["Mutual indemnity and liability cap: Each party shall indemnify the other only for third-party claims caused by its own breach of this agreement or negligence. Each party's aggregate liability under or in connection with this agreement, including all indemnity obligations, shall not exceed the fees paid by the Client under this agreement in the 12 months preceding the event giving rise to the claim. This replaces any uncapped or one-way indemnity. Liabilities that cannot lawfully be limited remain unaffected.","Background IP and payment: The Provider retains all pre-existing tools, templates, know-how and materials developed independently of this engagement. Only the final deliverables expressly identified in the statement of work are assigned to the Client, effective upon full invoice settlement. Upon that payment, the Client receives a non-exclusive, perpetual licence to background materials embedded in those deliverables solely as needed to use them. Third-party rights remain subject to their licences. Moral rights are not assigned or waived by this clause.","Renewal and termination: The agreement expires at the end of its current term unless both parties give mutual written renewal consent. No 60-day or 90-day advance non-renewal window or silent annual renewal applies. Either party may terminate for convenience on 30 days' written notice, including during a renewed term. Only fees for services supplied through the effective termination date are payable, with no remaining annual lock-in fee; prepaid unused service fees shall be refunded."],"boundary":"Educational contract information and negotiation drafting aid only. This is not legal advice or lawyer representation. Have a licensed Ontario lawyer review the actual agreement, applicable law and proposed wording before use."}
Educational contract information and negotiation drafting aid only. This is not legal advice or lawyer representation. Have a licensed Ontario lawyer review the actual agreement, applicable law and proposed wording before use.
Explore retainer savings, lease red flags and deposit planning
3-Second Outside Counsel Hourly Review vs Instant Contract Shield
Pre-Screen Predatory Clauses Before Spending Outside Counsel Retainer Hours
Select your monthly agreement volume to compare first-pass manual review hours against instant deterministic AST clause triage.
Information and contract literacy tool only; not legal advice
Manual First-Pass Review Benchmark
$1,400 CAD / mo
2 contracts x 2 hrs @ $350/hr CAD benchmark
Annualized First-Pass Triage Value
$16,800 CAD / yr
Spot uninsurable traps before escalating to licensed counsel
Copy this deterministic checklist into your deal room, Slack, or counsel briefing note.
Liability Cap Integrity: Confirm Section 9 indemnity does not carve out your stated liability ceiling into unlimited exposure.
IP & Pre-Existing Tools: Verify background tools, templates, and prior frameworks remain your sole property with a limited client license only upon full payment.
Auto-Renewal Trap Window: Check whether evergreen renewal requires 30, 60, or 90 days prior written notice and calendar the safe cancellation date.
Late-Fee Usury Guard: Ensure overdue invoice interest stays well under the 35% APR criminal rate in force since January 1, 2025 under Criminal Code (Canada) s. 347, and states its yearly rate (Interest Act s. 4).
Unilateral Termination & Kill Fee: Require written notice before any termination for convenience, scaled to the engagement (for example 7 days on a small SOW up to 30 days on an annual retainer), plus payment for all work completed and in progress and a kill fee on the unbilled balance.
Benchmark source: Canadian Lawyer Legal Fees Survey. Law Society of Ontario statutory boundary: Information and contract literacy tool only; not legal advice.
3-Second Commercial Lease & Contractor IP Red-Flag Simulator
Switch Between 3 High-Risk Clauses to Inspect Dollar Exposure & Replacement Wording
Information and contract literacy tool only; not legal advice
Predatory Clause Trap & Dollar Exposure$18,500 to $42,000 CAD unbudgeted annual CAM & capital assessment exposure
Tenant shall pay its pro-rata share of all Common Area Maintenance (CAM), roof replacement, structural capital improvements, and administrative management fees without annual cap or audit ceiling.
Plain-English Impact: Allows the landlord to pass 100% of structural roof/HVAC capital replacements and uncapped year-over-year operating spikes onto your small business.
Controllable Common Area Maintenance (CAM) charges shall not increase by more than 5% per annum on a non-cumulative basis, and shall expressly exclude structural roof, foundation, HVAC capital replacements, and landlord executive overhead.
Copies the strike-through clause, protective replacement wording, dollar exposure summary, and statutory reference.
Get Paid Before You Start, and Paid If the Client Walks Away
Pick the engagement you are about to sign. See the deposit to collect at signature, the kill fee owed if the client cancels, and the payment term to put in writing.
Information and contract literacy tool only; not legal advice
Collect at Signature
$2,500 CAD
50% deposit before work starts
Kill Fee if Cancelled on Day 1
$1,250 CAD
50% of the $2,500 CAD unbilled balance
Your Floor if the Client Walks
$3,750 CAD
75% of the $5,000 CAD fee, before any work is billed
Deposit kept
$2,500 CAD
Kill fee owed
$1,250 CAD
Not owed on day 1
$1,250 CAD
Net 15 instead of the Net 60 a client's paper usually proposes: 45 fewer days of free credit on every invoice. Late interest is written as 1.5% per month and 18% per annum, because a monthly rate with no yearly equivalent is capped at 5% a year under Interest Act s. 4.
PROTECTIVE DEPOSIT, PAYMENT-TERM & KILL-FEE CLAUSE
Engagement: $5,000 Creator / Design SOW (Total Fee: $5,000 CAD)
1. Deposit. Before any work begins, Client shall pay a deposit of 50% of the Total Fee ($2,500 CAD). Work and the delivery schedule start on the date the deposit is received. The deposit is non-refundable once work begins and is applied to the first fees earned.
2. Payment Terms. Each invoice is due within 15 days of the invoice date (Net 15). Overdue amounts bear simple interest at 1.5% per month, being 18% per annum, from the due date until paid. Deliverables are not released while any invoice is overdue.
3. Termination for Convenience and Kill Fee. Client may end this engagement for convenience on 7 days' written notice. Within 15 days after the termination date, Client shall pay (a) all fees earned for work completed and in progress to the termination date, to the extent the deposit does not already cover them, and (b) a kill fee of 50% of the unbilled balance of the Total Fee, meaning the Total Fee less the greater of (i) all amounts invoiced, including the deposit, and (ii) all fees earned to the termination date. If the engagement ends on its first day, the kill fee is $1,250 CAD.
4. Genuine Pre-Estimate. The parties agree the kill fee is a genuine pre-estimate of the capacity Contractor reserved and the work Contractor declined for this engagement, and is not a penalty.
5. Ownership on Payment. Ownership of, and any licence to use, the Deliverables passes to Client only when every amount due under this clause has been paid in full.
NOTES FOR YOU (not part of the clause; delete before pasting into the contract)
Interest Act, R.S.C. 1985, c. I-15, s. 4: a rate stated only per month is limited to 5% per annum unless the contract states the yearly equivalent, which is why clause 2 states 18% per annum.
Criminal Code, R.S.C. 1985, c. C-46, s. 347: the criminal interest rate has been 35% APR since January 1, 2025.
Law Society of Ontario boundary: Information and contract literacy tool only; not legal advice. Have a lawyer licensed in your province review the final wording before you sign.
Copies the deposit, payment-term, kill-fee and ownership wording with the dollar figures filled in for this engagement.
Everything below is live in the product today - no vaporware, no waitlist features.
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Tauri v2 + local AES-256-GCM SQLite vault + loopback local LLM. The desktop app must share the web frontend, backend contracts and deterministic clause scanner. No second calculation brain.
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Choose one model at a time for longer plain-language explanations. Available RAM, quantization and context length affect whether it fits.
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Planned local endpoint: 127.0.0.1:11434. A 3,072-byte deterministic JSON fact sheet is the maximum input envelope. The model explains scanner facts; it must not calculate legal or financial facts. Output checks and human review remain required.
Copy a command to run yourself after installing Ollama. The first model download needs the internet. These commands do not install or connect Legal AI Studio; its local adapter is still in preparation.
What is planned to work without the internet?
Planned desktop and cloud capability comparison. This is a source contract, not proof of a released desktop app. Current web early access stays free; future online plan allowances have not been set.
Contract workflow
Planned owned desktop
Planned hosted cloud
MSA, NDA, freelance contract and commercial lease scans
On this computer / No monthly limitPlanned packaging of the shared deterministic clause scanner.
Online plan allowance
Deposit, kill-fee and unpaid-invoice calculations
On this computer / No monthly limitSame deterministic calculations as the web tools.
Online plan allowance
Redline drafts, negotiation packs and dossier exports
On this computer / No monthly limitPlanned local export of the shared contract tools, with human review.
Online plan allowance
Local AI plain-language explanations
On this computer / No monthly limitPlanned local adapter; requires Ollama and a downloaded model. Deterministic tools must still work without it.
Online plan allowance for managed cloud AI
Persistent encrypted contract vault
On this computer / No monthly limitPlanned AES-256-GCM SQLite vault; persistent native storage is not implemented yet.
Needs the internet for hosted history
Deal-room collaboration, sync and managed cloud AI
Needs the internetOptional online services are outside the offline ownership license.
Online plan allowance / Needs the internet
Legal information, not legal advice. Local AI drafts need human review. Consult a licensed Canadian lawyer or paralegal for advice about your circumstances.
Individuals & newcomers
48.4% of Canadian adults meet at least one legal problem they consider serious and hard to resolve within a three-year period. Start with free self-help tools: CRS scoring, immigration pathways, document templates, and plain-language answers.
A working surface for contract review, employment-standards lookups, compliance checklists, and client-ready document generation, built for Canadian law and for small practices rather than enterprise legal departments.
What LegalAI Studio does and where it stops
Honest about what this is
Legal software should be held to a higher standard of honesty than most software. Here is exactly where we stand.
What LegalAI Studio does
Plain-language legal information grounded in Canadian federal and provincial sources
Deterministic calculators and checklists - the CRS engine follows published IRCC scoring rules
Document review and generation where you stay in control of every output
A clear disclaimer on every output, and a clear line where a licensed professional is needed
What it will never do
Give legal advice or apply the law to your specific situation
Present AI output as verified legal authority or invent citations
Replace a licensed Canadian lawyer, paralegal, or regulated immigration consultant (RCIC)
Claim capabilities we haven't built - what you see working is what exists
Follow the build
We're building LegalAI Studio in public. Leave your email for occasional progress updates and early-access invitations - nothing else, no spam.
Free during early access
Every module is free while the product is in early access. Paid plans are not live yet - no payment is collected today, and we'll say so plainly here when that changes.