Legal Counsel, Commercial & Corporate

This is a remote position. We are looking for a practical, business-minded Legal Counsel to support day-to-day commercial contracts, corporate governance, M&A integration, and legal risk management across Embrace and its subsidiaries. Documents requiring review will come from business operations, finance, HR, sales/procurement, and other departments across the group. This is a hands-on role: until the company reaches its next stage and the team expands, the Legal Counsel should expect to handle related administrative coordination, including document intake, tracking, follow-up, and records organization. Provide practical legal support for commercial contracts and business matters across multiple subsidiaries. Help business teams identify and manage legal, operational, financial, and compliance risks. Coordinate with outside counsel for specialized matters, including employment, IP, privacy, litigation, and complex M&A issues. Use technology, including AI-enabled tools, to improve contract review, document management, and workflow efficiency. Key Responsibilities Commercial Contracts Review, draft, revise, and negotiate SaaS, software license, professional services, NDA, reseller/channel, vendor, amendment, and renewal agreements. Identify key legal and business risks, including liability caps, indemnities, data/security obligations, IP, payment terms, termination, assignment, and governing law. Advise business, finance, sales, procurement, and operations teams on contract positions and practical fallback language. Maintain and improve standard contract templates, clause language, approval rules, and contract review playbooks. Corporate Governance and Entity Management Support corporate governance and entity management for Embrace and its subsidiaries. Prepare and maintain resolutions, consents, officer/director records, organizational documents, and corporate records. Coordinate annual filings, business registrations, entity qualifications, and other corporate compliance matters. Work with internal teams and outside counsel to maintain accurate subsidiary records across jurisdictions. M&A and Integration Support Support acquisitions and strategic transactions through legal due diligence, document review, contract summaries, and issue tracking. Review target company contracts for assignment, change-of-control, consent, termination, exclusivity, liability, IP, and compliance issues. Support post-closing integration, including contract assignments, entity updates, IP records, and governance cleanup. Coordinate with finance, operations, HR, executive leadership, and outside counsel during diligence and integration. IP, Insurance, and Risk Management Coordinate with outside IP counsel on trademark, copyright, domain, assignment, renewal, and maintenance matters. Maintain internal IP records, including registrations, applications, licenses, assignments, and ownership changes. Support annual insurance renewals and review customer/vendor insurance requirements with finance, brokers, and business teams. Advise on contract risk allocation, including indemnity, limitation of liability, insurance obligations, and related provisions. HR, Compliance, and Special Projects Support HR and management on employment-related documentation and risk-management matters, with outside employment counsel for higher-risk issues. Review confidentiality, contractor, and other standard employment-related agreements as needed. Support RFPs, RFIs, procurement questionnaires, customer compliance requests, and regulatory response activities. Research legal, regulatory, operational, and compliance issues and provide practical business-oriented recommendations. AI-Enabled Contract and Document Management Use AI-enabled tools, including a group-wide contract/document management system currently under evaluation, to improve efficiency and consistency. Help organize, classify, and manage contract documents submitted by business operations, finance, HR, sales/procurement, and other departments. Use AI-assisted review outputs responsibly, validating key legal conclusions before relying on them or sharing them externally. Help develop practical workflows for contract intake, review, approval, storage, search, and renewal tracking across the group. Requirements Required Qualifications Qualified lawyer in good standing in a Canadian province. Approximately 3–5 years of relevant legal experience. Experience reviewing, drafting, and negotiating commercial contracts. Strong understanding of SaaS, software, technology, or commercial services agreements. Practical business judgment and ability to balance legal risk with commercial priorities. Strong written and verbal communication skills, with ability to explain legal risks in plain English. Highly organized and comfortable managing multiple matters across multiple subsidiaries. Ability to work independently in a remote-first, fast-paced environment. Comfort coordinating with outside counsel and c