guide to RFPs RFQs and procurement bidding

This guide to RFPs, RFQs, and procurement bidding explains how Canadian procurement actually works: which solicitation instrument to use, how Contract A and Contract B duties arise, and how vendor, indemnity, risk allocation, and logistics clauses fit together. In Canadian procurement, a Request for Quotation (RFQ) is used when requirements are already well-defined and price is the main basis of evaluation. A Request for Proposal (RFP) is used for complex goods or services where methodology, experience, and price are weighted together against predetermined criteria, rather than simply awarding to the lowest price.

This article is written for Ontario and Canadian businesses on both sides of the table: organizations issuing tenders, suppliers responding to them, in-house counsel, business owners, and procurement leads who have to live with the resulting contracts. At Hadri Law, our corporate and commercial practice regularly supports clients through each stage covered below, from drafting solicitation documents to negotiating master vendor agreements and logistics contracts.

Why Procurement Bidding Is a Legal Discipline
RFPs vs. RFQs vs. Other Bid Instruments
The Bidding Process and the Contract A / Contract B Doctrine
From Bid Award to Procurement Contract in Canada
Essential Vendor and Supplier Contract Terms
Indemnities, Warranties, and Limitations of Liability
Risk Allocation Across the Supply Chain
Logistics and Transportation Contracts in Canada
Putting It All Together: A Practical Procurement Workflow
Frequently Asked Questions

Why Procurement Bidding Is a Legal Discipline

Procurement touches almost every B2B relationship a business has: buying goods, services, technology, logistics, outsourced operations, and professional advice. Treat it as pure purchasing and the legal risks go unmanaged. Treat it as a legal discipline and each step becomes defensible.

In Canada, the moment a formal solicitation is issued, contract law can engage immediately. A compliant bid in response to a properly drafted tender creates binding obligations on both sides before any agreement to actually perform the work is signed. That preliminary contract, usually referred to as Contract A, is the reason a procurement process cannot simply be restarted, redirected, or awarded to a favourite supplier without consequences.

It is useful to think about procurement law in four layers. The first layer is the solicitation itself (RFP, RFQ, ITT, and their variations) and the rules that govern how bids are evaluated and awarded. The second layer is the main contract that governs the work (sometimes called Contract B, a master services agreement, or a supply agreement). The third layer is the risk allocation mechanics that sit inside that contract, such as indemnities, warranties, limitations of liability, insurance, and force majeure. The fourth layer adds sector-specific rules for specialized procurement, such as logistics and transportation agreements, which carry their own federal and provincial overlays.

The rest of this guide works through those four layers in order.

RFPs vs. RFQs vs. Other Bid Instruments

Canadian purchasers have a surprisingly wide toolkit of solicitation instruments. Choosing the wrong instrument, or responding to the right one without appreciating what it commits you to, is a common source of procurement bidding disputes.

Request for Quotation (RFQ)

An RFQ is used when the buyer already knows exactly what it wants. The specifications are fixed, the quantities are defined, and the main variable is price. Bids are typically evaluated on lowest compliant price. RFQs move quickly and work well for commodity items, off-the-shelf products, and well-defined consumables.

Request for Proposal (RFP)

An RFP is used when the "how" matters as much as the "how much". The buyer describes the problem or outcome and invites suppliers to propose solutions. Evaluations use predetermined weighted criteria (often methodology, experience, team, sustainability, and price). RFPs are standard for complex services, technology implementations, and professional engagements.

Invitation to Tender (ITT) or Invitation to Quote (ITQ)

ITTs are strict-compliance tenders used heavily in construction and public works. Deviations from the tender form can result in disqualification. The Government of Canada's federal procurement portal, CanadaBuys, describes these instruments and outlines their characteristics. See CanadaBuys -- Types of bid solicitations.

Request for Information (RFI)

An RFI is a market-sounding exercise. It is not a binding solicitation and no contract forms as a result. RFIs are used to test feasibility, learn about available technologies, and refine requirements before a formal RFP or RFQ is issued.

Requests for Standing Offer (RFSO) and Supply Arrangement (RFSA)

At the federal level, these pre-qualify suppliers for repeated use. A standing offer sets pricing and terms that can be called upon as needed; a supply arrangement creates a short list from which further competitions are run.

Negotiated RFP

A negotiated RFP builds dialogue into the process. Shortlisted bidders can be engaged in structured negotiations around price, terms, or technical approach before a final award. These are common in complex IT, healthcare, and defence procurement.

Which Bid Instrument Fits Which Situation?

Instrument	Best For	Evaluation Basis	Binding?
RFI	Market sounding	Not a procurement	No
RFQ	Well-defined goods	Price	Typically yes
RFP	Complex services / solutions	Weighted criteria	Depends on wording
ITT	Construction, public works	Strict compliance	Yes
RFSO / RFSA	Repeat purchasing at federal level	Pre-qualified pool	Yes, when called on
Negotiated RFP	High-complexity, high-value deals	Weighted + negotiation	Yes

For publicly funded organizations engaged in public procurement bidding in Ontario, the Broader Public Sector Procurement Directive adds further procedural requirements on top of these choices. See Ontario's Broader Public Sector Procurement Directive Implementation Guidebook.

The Bidding Process and the Contract A / Contract B Doctrine

Canadian procurement law differs from many other jurisdictions because of a uniquely Canadian doctrine: when a compliant bid is submitted in response to a solicitation that invites Contract A formation, a binding preliminary contract springs into existence immediately. The main performance contract (Contract B) is formed later, if and when a bid is accepted. This Contract A / Contract B procurement framework was established by the Supreme Court of Canada in R. v. Ron Engineering & Construction, [1981] 1 SCR 111.

Contract A matters because it imposes obligations on both the owner and the bidder during the evaluation window. The owner must follow the rules set out in the tender documents (evaluation criteria, timelines, award process). The bidder is bound to its price and terms for the stipulated irrevocability period.

The Duty of Fairness in Tendering

Once Contract A forms, the owner owes a duty of fairness to all compliant bidders. The Supreme Court in MJB Enterprises Ltd. v. Defence Construction (1951) Ltd., [1999] 1 SCR 619 confirmed that owners cannot accept a non-compliant bid when their own tender rules require compliance. Treating bidders unequally, using undisclosed evaluation criteria, or conducting bid shopping (sharing one bidder's price to pressure another) can all breach the duty of fairness and trigger damages.

The general common law duty of honest performance, established in Bhasin v. Hrynew, 2014 SCC 71, also applies to procurement communications. Misleading statements to bidders about the status of the process, or about what will happen post-award, can give rise to liability even where the formal terms were met.

Does Contract A Always Form in an RFP?

Not necessarily. Whether Contract A forms depends on the language of the solicitation. A document labelled "RFP" can be drafted to avoid Contract A (for example, by stating clearly that no contract, express or implied, is formed by submission), and many sophisticated buyers do exactly that. Others use RFP language but retain the hallmarks of a binding tender, in which case Contract A can form. Do not assume one way or the other without reading the actual words of the solicitation.

Exclusion Clauses in Tender Documents

Owners often try to insert broad exclusion clauses into tender documents (for example, "no legal obligations will arise from this process"). The enforceability of such clauses is governed by the three-step test set out in Tercon Contractors Ltd. v. British Columbia, 2010 SCC 4. A court asks whether the clause even applies on the facts, whether it was unconscionable when made, and whether enforcing it would be contrary to public policy. A well-drafted exclusion clause can be effective, but sweeping or hidden ones routinely fail.

Practical Checklists

For bidders: Read every word of the solicitation. Identify every mandatory requirement. Ask questions during the Q&A window rather than guessing. Document all communications with the owner. Make sure your internal approval for the bid price and terms is in place before submission.

For owners: Draft the solicitation deliberately. Decide in advance whether you want Contract A to form (and draft accordingly). Do not deviate from the stated evaluation criteria. Preserve the audit trail. When in doubt, ask counsel to review the solicitation before it goes out, not after a bidder complains.

The Supreme Court also clarified in Double N Earthmovers Ltd. v. Edmonton (City), 2007 SCC 3 that owners are not generally required to investigate whether a low bidder will in fact comply with all representations in its bid. The duty of fairness does not become a duty of verification.

From Bid Award to Procurement Contract in Canada

Once a bid is accepted, the focus shifts from Contract A (the tender rules) to Contract B (the actual procurement contract). This is where most of the commercial substance of procurement contracts in Canada lives. The common procurement contract structures include:

Fixed-price (lump sum) contracts. The supplier commits to perform a defined scope for a fixed price. Price certainty is the advantage; scope discipline is essential, because every change becomes a renegotiation.
Cost-reimbursable or cost-plus contracts. The buyer pays documented costs plus a margin. These are used where scope cannot be priced up front and the buyer is willing to carry scope risk in exchange for transparency.
Time and materials (T&M) contracts. A hybrid commonly used in consulting, technology integration, and engineering services. Hourly rates, materials pass-throughs, and not-to-exceed caps are typical.
Unit-price contracts. Common in construction, logistics, and warehousing, where quantities fluctuate but unit rates can be fixed.
Master Services Agreement (MSA) plus Statements of Work (SOWs). The preferred structure for ongoing supplier relationships. The MSA sets out the legal framework once; individual SOWs attach the specific scope, fees, and timelines for each engagement.
Framework agreements and standing offers. Pre-negotiated terms that are drawn on as needs arise. Common in public sector procurement.

A typical procurement lifecycle runs through planning, solicitation, evaluation, award, execution (contract drafting and signing), performance management, renewal, and exit. Most procurement disputes originate in poorly scoped Statements of Work, vague acceptance criteria, or mismatches between the MSA and the SOW (for example, liability caps in the MSA that are accidentally overridden by SOW-level indemnities). Investing time in scope definition pays off across every subsequent stage. Federal buyers are guided by the Directive on the Management of Procurement, which sets standards for how procurement contracts should be structured and managed.

Essential Vendor and Supplier Contract Terms

Most vendor and supplier agreements share a common set of core clauses. These vendor supplier contract terms decide how risk is distributed, whether you are drafting, negotiating, or reviewing.

Scope of work and specifications. Attach the specifications or SOW rather than embedding them in the body. The order of precedence between the agreement, the SOW, and attached exhibits should be explicit.
Price, payment terms, and price adjustment. Net payment windows (30, 60, 90 days), milestone payments, volume rebates, currency (CAD or USD), foreign exchange mechanics, and indexation for multi-year contracts.
Delivery, acceptance, and title or risk of loss. For international sales, Incoterms 2020 are the common shorthand (EXW, FCA, FOB, CIF, DDP). They shift risk and cost obligations between seller and buyer at defined points.
Quality standards and inspection rights. Reference industry standards where possible; build in inspection, audit, and rejection rights.
Term and renewal. Fixed term versus evergreen; watch auto-renewal clauses and notice windows, which are common sources of accidental extension.
Termination rights. For cause (breach), for convenience (no-fault exit), and for insolvency. Build in wind-down, transition assistance, and data return obligations.
Change control and change orders. A structured process prevents scope creep.
Service levels and remedies. Service level agreements (SLAs), service credits, step-in rights, and material-breach triggers linked to chronic SLA failure.
Confidentiality and intellectual property ownership. Clearly separate background IP from foreground IP and work product. License scope, sublicensing rights, and residual-knowledge language are all worth careful thought.
Data protection and cybersecurity obligations. Especially important given federal privacy obligations under PIPEDA and Ontario's evolving privacy landscape. Vendors handling personal information should be subject to specific security, breach notification, and subprocessor controls.
Governing law and dispute resolution. Ontario law is a common choice for Ontario-based buyers; decide between courts and arbitration, and consider mediation-before-arbitration ladders. For cross-border deals, the choice of forum can determine enforcement realities.
Anti-corruption, sanctions, and forced labour compliance. Canada's Fighting Against Forced Labour and Child Labour in Supply Chains Act (S.C. 2023, c. 9, often referred to as Bill S-211) imposes annual reporting obligations on certain entities. Vendors may be asked to warrant compliance and cooperate with due diligence.
Assignment and change of control. Whether the supplier can assign the contract or bring in subcontractors, and whether the buyer must consent to a sale of the supplier's business, are commercially significant.
Entire agreement and order of precedence. Where an MSA, SOW, and purchase orders coexist, the order of precedence clause decides which document wins in a conflict. Get this right at the MSA stage.

Ontario's Sale of Goods Act implies warranties of title, description, merchantable quality, and fitness for purpose into contracts for the sale of goods. Those implied warranties can be contracted out of, but only with clear language. A vendor agreement that disclaims "all warranties, express or implied, to the maximum extent permitted by law" generally does the job; silent disclaimers may not.

Indemnities, Warranties, and Limitations of Liability

Indemnities and warranties in procurement both allocate risk, but they work differently and should not be confused.

A warranty is a promise that a particular fact is true or will remain true (for example, "the goods conform to the specifications" or "the service provider holds all required licences"). The remedy for breach is damages flowing from the breach, subject to proof and mitigation.

An indemnity is a promise to make the other party whole for a defined loss, typically a third-party claim. The remedy is a direct payment obligation, often without the same proof-of-loss constraints as a damages claim.

Common Warranties in Procurement

Title and non-infringement of third-party IP
Conformity to specifications
Fitness for purpose and merchantable quality (overlapping with Sale of Goods Act implied terms)
Compliance with applicable laws (sanctions, export control, anti-corruption, forced labour)
Authority to enter into the contract and no conflicting obligations

Common Indemnities

Third-party intellectual property infringement (heavily negotiated in technology and SaaS deals)
Third-party personal injury and property damage
Data breach and privacy indemnities
Tax and withholding indemnities in cross-border deals

Drafting Traps in Indemnity Clauses

The substantive indemnity is only half the battle. The procedural mechanics often decide whether the indemnity is usable: notice requirements, control of defence, consent to settle, mitigation obligations, tie-ins to insurance coverage, and survival past termination all matter. Watch for caps and baskets (thresholds below which the indemnity does not trigger), and whether the cap on indemnification matches the cap on the rest of the agreement.

Limitations of Liability

Most commercial contracts contain a limitation of liability clause. Typical elements include:

An exclusion of indirect, consequential, incidental, special, and punitive damages (and sometimes lost profits, lost revenue, and loss of goodwill).
A cap on direct damages, often expressed as the fees paid in a defined lookback period (for example, fees paid in the 12 months before the claim), an insurance-backed amount, or a fixed sum.
Carve-outs from the cap for wilful misconduct, gross negligence, breach of confidentiality, IP indemnities, and sometimes breaches of law.

The enforceability of a limitation of liability clause is governed by the same Tercon three-step analysis noted earlier. A clause that is clearly drafted, negotiated between commercial parties, and not unconscionable or contrary to public policy will generally be upheld by Ontario courts. A clause that purports to exclude liability for, say, personal injury caused by gross negligence is much more vulnerable.

Hold-Harmless Language Versus Indemnity Language

"Indemnify" and "hold harmless" are sometimes used interchangeably, but they are not always treated the same way across Canadian jurisdictions. "Defend, indemnify, and hold harmless" is a common formulation that separates three distinct obligations (defence of the claim, payment of the claim, and protection from the liability itself) and is a better drafting choice than relying on a single ambiguous term. Federal procurement includes detailed rules on contractor liability and indemnification set out in Appendix B to the Directive on the Management of Procurement.

Risk Allocation Across the Supply Chain

Stepping back from individual clauses, the goal of a procurement contract is supply chain risk allocation: assign each risk to the party best able to prevent, absorb, or insure it. The contract is the instrument; the allocation is the strategy.

Contractual Tools for Risk Allocation

Force majeure. Post-pandemic drafting now routinely names specific events (pandemics, epidemics, government orders, cyber incidents, supply chain disruption), sets a clear causation standard ("prevents" versus "hinders"), and spells out notice, mitigation, cost allocation during the event, and the switch from suspension to termination if the event persists.
Change in law, change in tax, and hardship clauses. These distribute the risk of legal or economic shifts over a long-term contract.
Business continuity and disaster recovery obligations. Especially important for mission-critical services.
Step-in rights, source-code or key-input escrow, and second-sourcing obligations. Contractual levers that keep operations running when a supplier fails.

Insurance as a Risk Tool

Insurance complements contractual risk allocation. A well-built vendor agreement typically requires:

Commercial general liability (CGL)
Product liability
Professional liability or errors and omissions (E&O) for service providers
Cyber liability for technology and data-handling vendors
Cargo, marine, or transit coverage for logistics vendors
Auto liability and workers' compensation or equivalent

Additional insured status for the buyer, waiver of subrogation in the buyer's favour, and primary and non-contributory wording all make the insurance actually responsive when a loss occurs.

Financial Backstops

Where the contract value is significant, financial instruments can backstop performance: parent company guarantees, performance bonds, labour and material payment bonds, surety bonds, and standby letters of credit. These are especially common in construction, logistics, and multi-year public sector contracts.

ESG and Supply Chain Due Diligence

Canadian supply chain compliance obligations have broadened quickly. The Fighting Against Forced Labour and Child Labour in Supply Chains Act imposes annual reporting requirements on certain government institutions and private-sector entities that meet thresholds based on size and Canadian business connection. Whether your business is a reporting entity requires case-by-case analysis. Buyers are increasingly flowing related diligence obligations down to suppliers through the contract itself.

A Practical Risk-Mapping Exercise

Before drafting, map the deal on a simple grid: likelihood of the risk occurring, severity if it does, and which party actually controls it. Risks you control should be yours; risks the other side controls should be theirs; risks no one controls should be pushed to insurance or shared through force majeure and financial caps. This mapping exercise, done before you open the template, often reveals clauses you did not know you needed.

Logistics and Transportation Contracts in Canada

Logistics and transportation contracts in Canada sit at the intersection of commercial law and a dense layer of federal and provincial transportation regulation. Getting them wrong is easy, because the default rules are often buried in provincial regulations rather than the contract itself.

The Federal-Provincial Split

The Bills of Lading Act is a federal statute that governs the rights and liabilities of parties to a bill of lading as a transferable document of title. The Motor Vehicle Transport Act delegates regulation of extra-provincial trucking to the provinces. The provinces have, in turn, adopted substantially uniform conditions of carriage through their respective motor carrier legislation and regulations, which are often incorporated by reference into provincial bills of lading. The result is a patchwork that looks federal on the surface but is, in practice, largely provincial.

Marine and air carriage are governed by separate federal regimes (the Canada Marine Act, the Carriage by Air Act, and international conventions).

Typical Logistics Contract Types

Motor carrier and trucking agreements (truckload and less-than-truckload)
Freight broker and freight forwarder agreements
Warehousing and third-party logistics (3PL) agreements
Lead logistics provider (4PL) agreements
Rail, marine, and air carrier agreements

Key Clauses That Are Specific to Logistics

Carrier liability caps. Under the traditional uniform conditions, carrier liability for loss or damage is often capped at a fixed rate per pound (historically $2.00 per pound) unless a higher declared value is noted on the bill of lading. Actual caps vary by province and by contract; treat $2.00 per pound as a common default rather than a universal rule.
Declared value and excess value coverage. Shippers of high-value goods can declare value on the bill of lading and may pay premium freight for higher liability exposure.
Accessorial charges. Demurrage, detention, layover, fuel surcharge, lumper fees, and reconsignment charges should all be defined and priced.
Lien rights on cargo. Carriers typically retain a lien for unpaid freight; define the scope.
Loss and damage claim procedures. Notice windows under the uniform conditions are short (often nine months for filing a written claim). Missing a window can extinguish an otherwise valid claim.
Customs brokerage and CARM. The Canada Border Services Agency's CBSA Assessment and Revenue Management (CARM) initiative has changed how importers and brokers manage duties and taxes. Contracts need to specify who holds the CARM account and who bears duties and penalties.
Cross-border issues. Shipments into the United States pick up the Carmack Amendment, which sets its own liability regime for interstate motor carriers. International road carriage in Europe may fall under the CMR Convention. Get these flagged before signing.

Driver Classification

Owner-operator and independent contractor arrangements are standard in Canadian trucking, but misclassification can trigger employment standards, tax, and CPP and EI reclassification risks. The contract should reflect the operational reality.

Insurance Specific to Carriers

Motor truck cargo insurance, bailee's customers coverage for warehousing, contingent auto liability, and freight broker errors and omissions coverage are all common asks that go well beyond a standard CGL policy.

Putting It All Together: A Practical Procurement Workflow

The side of the table you sit on changes the priorities, but the core discipline is the same. A good procurement workflow looks like this:

Define what you are buying and the risks that matter. Map likelihood, severity, and control before drafting anything.
Pick the right solicitation instrument. RFI, RFQ, RFP, ITT, or negotiated RFP. If you are on the supplier side, respond to the instrument on its own terms.
Negotiate the contract around the risks, not around a template. The template is a starting point, not an endpoint.
Wire in indemnities, warranties, and limitations of liability that reflect the deal's economics. The uncapped IP indemnity that makes sense for a $50 million software deal does not automatically make sense for a $50,000 office services contract.
Layer insurance and financial backstops. Additional insured status, waiver of subrogation, parent guarantees, and bonds where appropriate.
Manage the contract actively after signature. Track SLAs, audit rights, renewals, compliance reporting (including Bill S-211 obligations where applicable), and exit.

Common mistakes include signing the other side's paper without negotiation, ignoring Contract A exposure when issuing an "RFP" that actually imposes it, letting SOWs drift from the MSA's liability framework, forgetting supply chain compliance reporting, and treating logistics contracts as commodity forms.

Frequently Asked Questions

Is an RFP legally binding in Canada?

Whether an RFP creates binding obligations depends on how it is drafted. An RFP can be structured as a non-binding solicitation (the buyer and bidders are free to walk away) or as a binding process that creates Contract A when a compliant proposal is submitted. Read the RFP closely: if it contemplates irrevocability, strict compliance, and an evaluation methodology, a court may find Contract A formed even though the document is called an RFP rather than a tender.

What is the difference between a warranty and an indemnity in a procurement contract?

A warranty is a promise about a fact or performance, enforceable through a damages claim subject to proof and mitigation. An indemnity is a promise to reimburse the other party for a defined loss (often a third-party claim), usually triggered by the loss itself rather than a breach. Indemnities are typically stronger remedies because the procedural mechanics often allow faster and fuller recovery.

Does force majeure excuse a supplier from performing during a supply chain disruption?

Only if the clause says so. Canadian courts read force majeure clauses narrowly and will usually not imply the concept where the contract is silent. Post-pandemic clauses often name specific events and set a higher causation standard ("prevents" rather than "hinders"). Even where the clause applies, it typically only suspends performance and requires notice, mitigation, and eventually a switch to termination if the event persists.

What liability does a carrier have in Canada for lost or damaged goods?

For motor carriers, liability is usually governed by the uniform conditions of carriage adopted in the relevant province and incorporated into the bill of lading. Liability is often capped (historically $2.00 per pound of goods) unless a higher declared value is recorded on the bill of lading and premium freight paid. Recognized defences typically include acts of God, acts of the Crown's enemies, riots, strikes, inherent defects in the goods, and acts of the shipper or consignee. Actual outcomes depend heavily on the wording of the bill of lading and the province.

Who has to report under Canada's Fighting Against Forced Labour Act (Bill S-211)?

The Act applies to certain government institutions and to private-sector "entities" that meet thresholds relating to Canadian business presence and size (assets, revenue, and employees). Reporting entities must file an annual report describing the steps they have taken to prevent and reduce the risk of forced and child labour in their operations and supply chains. Whether a particular business qualifies requires case-by-case analysis, and thresholds and guidance have evolved since the Act came into force.

What is the difference between an MSA and a SOW?

A Master Services Agreement (MSA) is the legal framework that governs the ongoing relationship between a buyer and a supplier. It contains the terms that do not change from engagement to engagement: liability, indemnities, IP, confidentiality, insurance, governing law. A Statement of Work (SOW) attaches to the MSA and describes a specific engagement: scope, deliverables, fees, timelines, acceptance criteria. Using an MSA plus SOW structure avoids renegotiating core legal terms every time a new project begins.

Sources & Official Resources

Federal Statutes Cited

Ontario Statutes Cited

Ontario Sale of Goods Act, R.S.O. 1990, c. S.1

Supreme Court of Canada Decisions

Government of Canada Procurement Resources

Ontario Procurement Resources

Ontario Broader Public Sector Procurement Directive Implementation Guidebook

Contact Hadri Law

Whether you are issuing an RFP, bidding on a tender, negotiating a master services agreement with a new supplier, or reviewing a logistics contract, the clauses you agree to can shift significant risk and value. At Hadri Law, our corporate and commercial practice advises Ontario and Canadian businesses across the full procurement lifecycle, from solicitation design and bid response through contract negotiation, risk allocation, and supply chain compliance.

Call +1 (437) 974-2374 for a free consultation. We serve clients across Toronto, Mississauga, Oakville, Burlington, Hamilton, Kitchener, Niagara, Vaughan, and Markham, in English, French, Spanish, and Catalan.

This article provides general information about Canadian procurement and commercial contracting and is not legal advice. Every situation is different. Contact a lawyer to discuss your specific circumstances.