Hi,

We, Levy Zavet PC (the “Firm”), will be pleased to provide you with our services in connection with reviewing or drafting your documents (e.g. reviewing, drafting, negotiating your lease, partnership agreement, employment contract, purchase or sales agreement).  This letter contains our standard terms of engagement for your review.  It also confirms our billing procedures, practice regarding potential conflicts and requests certain information we need from you our client in order to ensure an expedient and accurate transaction.

Services and Billing

Our legal fee generally ranges from $350 to $450 an hour unless a block fee is quoted (e.g. $1,500.00 to provide comments, suggestions on changes and answer your questions with respect to same for the first review of your document) but does not include HST and your disbursements, if any, (e.g. courier or copier charges).  The legal fee will be quoted to you by email sent from the lawyer or clerk on your file. The fee quote emailed to you will be deemed accepted upon us beginning any work on reviewing your documents or instructions, and as pursuant to this retainer.  If prior to us beginning any work, including reviewing your documents, you notify us in writing that you are not retaining our services, we will not charge you for any work or time spent, failing which, we will charge you accordingly.

Any block fee noted above or as otherwise quoted is in respect of reviewing or drafting the documents discussed, it does not include closing on any transactions that may be involved thereafter.  In the event of complexities, which result in additional work or extra disbursements we shall advise you of the increase in costs.  In particular please note:

In the event that in negotiating the terms of your document or changes to your document with the other parties involved or their counsel, requires more than one request to them of our review or draft, you will be charged hourly at the above mentioned rate or as quoted for the time we spend in negotiating same.

Should you decide to withdraw your retainer prior to negotiating any changes or our complete review or drafting of your document, for any reason, you will be charged for all disbursements incurred and a reasonable fee for services rendered, which may be the entire block fee amount or our hourly rate for the time spent.

Unless requested by the lawyer or clerk assigned to your file, we may not at this time ask for an initial retainer to start work as we will invoice you periodically as time is spent. We expect our invoices to be paid upon presentment to you.  We prefer that you pay such invoices by email money transfer sent to Ac********@*******et.com.

Our statement of account and trust ledger will be provided to you periodically upon invoicing and once finalized, outlining all your receipts and expenditures.

Note that, if required, we will be assisted in the performance of certain work by our other lawyers and law clerks whose rates can be higher.

We will provide you with complete, accurate and fair monthly accounts for any work.  We encourage you to promptly raise any questions or comments you have regarding any account.  In return, we ask for payment of our accounts within 7 days of receipt.

Tax Consequences

We will not be providing you with advice on tax issues or consequences related to any contracts you enter into.  Please note that contracts could have tax consequences.  We encourage you to contact an accounting professional to obtain tax advice.

Business, Financial, Risk, Economics, Building, Zoning Considerations: No Advice or Opinion

We do not provide any advice or opinions, and nor do we conduct any such searches necessary to provide such advice or opinions, on any business, financial, value, pricing, economic, risk, loan to value, appraisal, building or zoning considerations of your contracts, documents, the terms therein and of any assets or property involved, including, but not limited to, current and future economic feasibility, operations, uses, construction or development, road widenings, setbacks or how other lawful authorities may influence your intended contract obligations and benefits, uses and future plans for any business, its operations and any property involved including intangible assets and real estate. We encourage you to contact other professionals such as appraisers, accountants, actuaries, business consultants, property managers, surveyors, planners and architects to obtain any such advice, opinions, guidance, assurances, surveys and reviewing and advising on any such appraisals, financials, reports, plans and drawings, involved, provided or in public records, such as registered on title.

Insurance in Lieu of a Lawyer’s Opinion

Our firm’s policy is to not provide legal opinions, and we strongly urge you to obtain insurance when available and instead.

Privacy

The Firm is subject to the Personal Information and Protection Electronic Documents Act (PIPEDA).  You understand that we will be collecting personal information, including your address, telephone number and e-mail.  We will use that information to communicate with third parties on your behalf and will use it to advise you of our services.  However, we can assure you that we will not share this information with anyone without your instructions and will not sell your personal information.

Email Communication:

We are always happy to communicate with you by e-mail.  We find that this saves time and we feel that the use of e-mail fits in with the way most companies and individuals conduct business nowadays. Although we employ electronic and physical protection measures which meet our industry and regulator’s standards, there is a risk of interception of information when communication is exchanged by emails. If you do not wish to use email communication with us, we will employ traditional communication measures (telephone, fax, mail) but additional charges may apply.  Regardless it is incumbent on you to protect any correspondence and communication received by us and we assume no liability in this regard.  You must let us know immediately if you no longer wish to continue to communicate through email.

We have performed a conflicts check of our other clients to see if representing you in this matter would create a conflict of interest.  To the best of our knowledge, there are no conflicts, but please let us know otherwise.

If a conflict arises, we will advise you as soon as we become aware of it and will attempt to resolve it in a manner acceptable to all parties.  If we cannot resolve the conflict, we may be required, under our Rules of Professional Conduct, to withdraw from representing you, the other party, or both, depending on the nature of the conflict.

If the Firm or any of its lawyers have been requested to act for each of you, or more than one party, if applicable, in connection with this matter (the “Matter”):

1. The Firm has recommended that each of the said parties obtain Independent Legal Advice about jointly retaining the Firm or any of its lawyers in connection with the Matter;
2. In acting for the said parties, no information received by the Firm or any of its lawyers from either party in connection with the Matter can be treated as confidential insofar as the other parties are concerned;
3. If a conflict of interest should arise which cannot be reasonably resolved, arbitrated or settled, the Firm or any of its lawyers cannot continue to act for the undersigned, and in such case the Firm or any of its lawyers may have to withdraw completely from the Matter, however you hereby confirm and agree that, and if allowed or granted in law, the Firm or any of its lawyers may choose to act for and represent any one or more of the parties herein to the extent granted and that you waive any such rights to otherwise object to same; and
4. The Firm or any of its lawyers may take instruction or communicate with any of the said parties in regards to the Matter, without having to notify the other said parties.  For example, this is very common between directors or shareholders of the same company, executors of an estate, or spouses, where often only one of the directors, executors, shareholders or spouses are providing us with instructions.

File Retention

After this Agreement and engagement (the “Retainer”) terminates or expires, we will close all files relating to the Retainer or Matter, in accordance with its File Retention and Destruction policy. The file will be stored off-site during this period and destroyed as soon as its Destruction policy allows. In the event that you instruct us to extract the file from off-site storage and reopen it, you will be required to pay an administrative fee over and above any legal fees in connection with the Retainer. This clause will survive the termination of this Agreement indefinitely.

The Retainer will terminate on the sooner of the completion of the document review or drafting contemplated herein or as extended and the date in which the Matter may be cancelled or fail to complete, unless otherwise terminated by the parties hereto with notice by email or in writing.

Indemnification

You shall indemnify us, our Firm, our lawyers, contractors and employees harmless from any and all losses, costs, liabilities and expenses (including legal costs) in connection with:

1. A breach by you of this Agreement (including any third party legal proceedings arising out of that breach);
2. A claim against us, our Firm, our lawyers, our contractors and employees from a third party arising out of us representation you pursuant to this Retainer.  Provided that the indemnity in this paragraph will not apply if the third party claim is a direct result of a breach of this Agreement solely by us, our lawyers or employees, or professional negligence on the part of us.

This paragraph will survive the termination or expiry of this Agreement.

Our Liability To You

We acknowledge that we have solicitor/client liabilities to you (such as possibly a duty of loyalty and duty of care), arising out of our services in this Retainer as contemplated in Section 22 of the Solicitor’s Act (Ontario).

You acknowledge and agree that we, our Firm, our lawyers, our contractors and employees, are prepared to accept liability where decided in law, together in aggregate of up to $1,000,000.00, that being the maximum potential insurance claim under our lawyer’s basic errors and omissions insurance, with no exception and regardless of any excess insurance we may have, and that you will never claim for more in aggregate including all legal fees and disbursements, for any reason or cause no matter how severe or how large.

Change in Representation

If you choose to change lawyers at any time, in consideration of our review of documents and agreements and any other time spent on this Matter, the fees are deemed earned by the Firm and you will be responsible for the fees and disbursements.

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If no objection is raised with the above terms within one (1) business day after you receive this email, or we proceed with your Matter in any way and for any reason as provided or instructed by you or your agents, directors, officers, shareholders, executors, realtors, brokers, family members or advisors, you are deemed to have agreed to be bound by the above terms.  If you have any questions, please do not hesitate to contact myself or my assistants.

Thank you very much for choosing our firm to assist you in this Matter.

Note: This Retainer and message is not intended to be or replace any family law advice, wills or estates or otherwise opinions or advice from your legal counsel or anyone, however, if you are going through a divorce or separation, you should question and consider changing your power of attorney(s), will(s), beneficiary designations of any pensions, RRSPs, other registered accounts and investments, and to sever any joint tenancies on real estate properties, should any of the foregoing include a separating/divorcing spouse as a recipient (e.g. joint tenant or account holder).