[Hiring] Legal Counsel, Commercial & Corporate @Embrace Software Inc.

Role 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. 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.

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.