Hi,

Levy Zavet PC (the “Firm”), will be pleased to provide you with our services in connection with incorporating your business.  This letter (also known as the “Retainer”) contains our standard terms of engagement.  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 incorporation.

Services and Billing

Our legal fees to incorporate an Ontario provincial or Canadian federal corporation ranges between $1,295.00 to $1,395.00 and includes the following:

1. Legal fees for acting in drafting your:

• Ontario Articles of Incorporation, or
• Federal Articles of Incorporation
• Name Search
• Minute Book
• Incorporation resolutions, minutes, ledgers, registers and share certificates

The package does not include HST, disbursements other than the cost of the filing fee for incorporating, the cost of the minute book and the cost of the name search, where applicable. You will be charged separately for these other disbursements. 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 your incorporation or corporation, including reviewing any of your documents or emails, and as pursuant to this retainer.

The fee noted above is in respect of an incorporation involving our standard suggested forms of share structure and additional provisions, no business, partnership or tax planning advice or opinions are provided or advised on. In the event of complexities, which result in additional work or extra disbursements we shall advise you of the increase in costs.

Should you decide to withdraw your retainer after we begin drafting or filing any of the documents, you will be charged for all disbursements incurred and a reasonable fee for services rendered.

We may not at this time ask for an initial retainer to start work but will ask for full payment upon execution or filing or ordering of the above documents.

Our statement of account and trust ledger will be provided to you after completion, outlining all your receipts and expenditures.

Unless otherwise agreed in advance, any services in addition the above, will be charged at our usual hourly rates.  If required, we will be assisted in the performance of certain work by our other lawyers whose rates can be higher.

We will provide you with complete, accurate and fair monthly accounts for any work that is in addition but is within the scope of this Retainer.  We encourage you to promptly raise any questions or comments you have regarding any account.  In return, we ask for payment of our accounts upon receipt.

Tax Consequences

We will not be providing you with advice on tax issues related to the above mentioned incorporation, filing and drafting of documents.  Please note that your proposed business may have unique tax consequences.  We encourage you to contact an accounting professional to obtain tax advice to the extent that you need it.

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, economics, risk, loan to value, appraisal, building or zoning considerations of your transaction and 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 uses and future plans for the 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.

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 email.  We find that this saves time and we feel that the use of email 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.

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 the parties involved herein or named parties above, or more than one incorporator, shareholder, director or officer, in connection with the above-noted incorporation and drafting of documents (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 this 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 this 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 this 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 this Matter, without having to notify the other said parties.  For example, this is very common between spouses, where often only one of the 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 incorporating, the signing date of the documents contemplated herein or as extended and the date in which this Matter may be cancelled or fail to execute, unless otherwise terminated by the parties hereto with notice by email or in writing.

Indemnification

You shall indemnify us, our Firm, our lawyers 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 and employees from a third party arising out of us representation you pursuant to this Retainer.  Provided, that the indemnity in this subparagraph will not apply if the third party claim is a direct result of a breach of this Agreement by us, our lawyers and 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, searches conducted, as well as any other consultations or discussions had (if applicable) and any other time spent on your file, the fees are deemed earned by the Firm and you will be responsible for the fees and disbursements.

If no objection is raised with the above terms within one (1) business day after you receive this retainer by reviewing it here on our website and sending us your instructions or details to incorporate (whether complete or incomplete), including by separate email or from your family members, agents, directors, officers, shareholders, executors, advisors or partners, and we proceed with the work illustrated herein, including drafting of the documents or completing any searches or filings,  you are deemed to have agreed to be bound by the above terms.  If you have any questions, please do not hesitate to contact us.

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