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Job description
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 cross-functional business teams.
Familiarity with AI-enabled tools, or a demonstrated willingness to use AI to improve contract review, document management, and workflow efficiency.
Preferred Qualifications
Prior in-house legal experience, especially in software, SaaS, technology, or private equity-backed businesses.
Experience with M&A due diligence and post-acquisition integration.
Familiarity with corporate governance, subsidiary management, and legal entity administration.
Experience supporting privacy, cybersecurity, IP, employment, insurance, or procurement-related matters.
Experience working with U.S. parent companies, Canadian subsidiaries, or international corporate structures.
Experience using or implementing AI, CLM, contract repository, document management, or workflow automation tools.
Ideal Candidate Profile
Commercially practical and comfortable working directly with business teams.
Organized, detail-oriented, and capable of managing contract and governance matters across many subsidiaries.
Hands-on and willing to manage practical administrative coordination while helping build scalable legal processes as the company grows.
Thoughtful about risk, but focused on enabling the business with clear recommendations.
Location and Work Environment
Canada remote role.
Works closely with business operations, finance, HR, sales/procurement, executive leadership, and outside counsel.
Expected to support multiple subsidiaries and business units across different jurisdictions.
Remote-first environment requiring strong ownership, responsiveness, and documentation discipline.
Benefits
Competitive salary commensurate with experience.
Opportunities for career advancement and professional development.
Experience collaborating with a diverse, global team.
Comprehensive Health Benefits to support your wellbeing and peace of mind.
Originally posted on Himalayas
Who can apply
Eligible countries: United States. Accepted UTC offsets: UTC-10, UTC-9, UTC-8, UTC-7, UTC-6, UTC-5, UTC+14. Review the full description for employer-specific work authorization, residency and schedule requirements.