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Retainer Agreement

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MILLAR KREKLEWETZ LLP is a boutique law firm offering Canadian tax and trade advice to national and international clients.

This document sets out the basis on which Millar Kreklewetz LLP ("Millar Kreklewetz" or "We/Us") will agree to provide services to our clients, and if you decide to retain Millar Kreklewetz as your legal counsel, our agreement in respect of the legal services we provide to you will be as set out below ("our Agreement").

Legal Services Provided to You

As client of Millar Kreklewetz, you can expect that our legal services will be performed on a professional and competent basis, and in a timely manner.

We reserve the right to determine how the legal services provided to you are performed, by whom they are performed, and whether we engage as agents on your behalf, or as independent contractors on our own behalf, other competent law firms or professionals to assist with various elements of the legal services to be provided by us to you. If you have particular requirements in this regard, or as to the timeliness of our services, you will raise these with us at the outset of our Agreement, so that the appropriate resources can be directed to your particular needs.

Fees for Services Rendered

Under our Agreement, we will charge you a fee for our services that will be determined in a manner that is consistent with the Law Society of Upper Canada rules (which is the Law Society that governs our professional practice), and that will represent a fair and reasonable fee, based on a number of factors, including but not limited to: the time and effort involved, the complexity of the matter, the amounts in issue, the overall results obtained, and the degree to which special skills and expertise are involved in dealing with the matter. In doing so, we will seek an appropriate value for the intellectual capital inherent in our services, and the proprietary knowledge inherent in our law firm, which may not necessarily relate to the time value of the hours spent on your file, although the time value for our service can often serve as a bench-mark for our fee.

Our published rates for services, which may be a guidepost in this process, currently range from US $300 per hour for our most junior tax and trade associates, to US $1,110 for our most senior partners, but may change from time to time, and without express notice to you.

Where appropriate, we attempt to have junior lawyers or law clerks involved, on a supervised basis, so that the most cost effective service can be provided. If you have particular requirements in this regard, you will raise these with us at the outset of our Agreement. In addition to our fees, we will charge you for any disbursements which we incur on your behalf or in relation to the matter for which we have been retained, as well as all applicable GST/HST - which may apply to both fees and disbursements.  Clients that are non-resident of Canada will generally not be charged this tax, as our services to non-residents will generally be zero-rated.  Canadian residents shall be liable for fees calculated in Canadian dollars.  Non-residents of Canada shall be liable for fees calculated in US dollars.

Retainer Policy

Millar Kreklewetz's usual policy is to request an initial monetary retainer amount (the "Initial Retainer Amount"), in advance, from all new clients, and from any clients where our engagement is likely to result in substantial services being required. We will attempt to base the amount of the Initial Retainer Amount on our best estimate of the time and effort that will be initially required to deal with the preliminary aspects of any particular matter. While the Initial Retainer Amount is intended to secure, in part, our payment for services rendered in the matter for which we have been engaged, it is no guarantee or representation as to a "fixed fee" or "capped fee" in the matter, and our final account for services rendered may, and often will, exceed the Initial Retainer Amount. Where appropriate we may notify you and request that the Initial Retainer Amount be further replenished, and may require such replenishment before additional steps are taken by us in the matter to which we have been engaged. We also reserve the right under our Agreement to cease all work on your file until such replenishment has been made.

Where we request an Initial Retainer Amount from you, which request may be made orally or in writing, the provision of that Initial Retainer Amount by you to us shall constitute your acceptance of our Agreement, and subject to our professional obligations to screen for conflicts of interest, and attend to the Law Society of Upper Canada’s Client Identification requirements (and, if applicable, Client Verification requirements), we will consider ourselves engaged to act for you as your lawyers. Until each of these steps are addressed, however, we will not be retained, and the completion of same by us or you shall be a condition precedent to our retainer.

Where we choose not to require an Initial Monetary Retainer in advance for our services to you, the provision of any information or documentation to us by you or by your employees or agents, shall constitute your acceptance of our Agreement, and subject to our professional obligations to screen for conflicts of interest, and attend to the Law Society of Upper Canada’s Client Identification requirements (and, if applicable, Client Verification requirements), we will consider ourselves engaged to act for you as your lawyers. Until each of these steps are addressed, however, we will not be retained, and the completion of same by us or you shall be a condition precedent to our retainer.

Statements of Account & Unpaid Balances

Statements of Account will be issued to you periodically throughout the term of our engagement, and are payable upon receipt. To the extent surplus retainer funds are held by us in trust at the time the Statements of Account are issued, those funds will be applied directly to the Statements of Account at the time of issue. Any balance remaining unpaid more than fifteen (15) days after the Statement date will bear interest from the Statement date to the date of payment, currently at the rate of 1.5% per month. If your account with us remains outstanding for a period of five (5) business days from date of issuance, we reserve the right under our Agreement to cease all work on your file, until such payment has been made.  Canadian residents shall be charged fees in Canadian dollars.  Non-residents of Canada shall be charged fees in US dollars.

If you have any particular requirements with respect to billing (e.g. monthly billing, use of specified invoice forms, etc.) you will raise these with us in writing at the outset of our Agreement.

Communications

During the course of our engagement, you can expect that we will keep you informed about developments on your file on a timely basis. There may, however, be times when we are waiting for actions or information from others, and you will not hear from us. We will generally respond to communications received on a “first in, first out” basis, although we reserve the right to prioritize communications that are of an urgent nature. Unless we otherwise agree in writing, our primary and preferred method of communication shall be e-mail, and you hereby authorize us to use e-mail to contact you and provide information and documents, which may be unencrypted. If a particular matter is urgent, you may still email us, but shall also telephone our offices at (416) 864- 6200, and specifically confirm our receipt of that email.

Please note that unencrypted e-mail communications between you and us may not be entirely secure. To increase the security of your communications with us, you can in your discretion contact us by telephone or in person.

Confidentiality & Privacy

Millar Kreklewetz recognizes the importance of privacy and the sensitivity of personal information. You can expect that the information that you provide us will be treated with the strictest of confidence by us. Further, the law protects communications between lawyers and clients to help ensure that we may discuss matters with you frankly and freely, and provide our advice and assistance based on a complete understanding of the underlying facts. Accordingly, we will not disclose your confidential information unless we are required to do so by law or lawyers’ professional rules of conduct. You also authorize us to disclose such information, on a need to know basis, to the extent that we are required or believe it advisable to use agents or independent contractors, counterparts at other law firms or other professionals who may be retained by us to assist us in rendering services to you.

To protect your interests in this regard, you should keep all of our correspondence, including e-mails, in a secure location, as it is possible that you could lose the privileged and confidential status of our communications to you if you distribute them to other people. When providing information to us, you should also mark it: "Privileged & Confidential - Solicitor-Client Privileged Communications".

You acknowledge that you have reviewed the Millar Kreklewetz’s Privacy Policy about the collection, use and disclosure of personal information, steps taken to protect the information and your right to review your personal information and agree to Millar Kreklewetz collecting, using and disclosing personal information about you as set out in the Millar Kreklewetz’s Privacy Policy.

Conflicts of Interest

If you engage our services we will be required to screen for conflicts of interest with our existing clients. We will not take on new work for a client who has an interest that is directly in conflict with the interests of an existing client unless the existing client agrees to allow us to do so. However, we may work for other clients who are your business competitors. You consent to our working for these clients unless their interests are directly in conflict with your interest in the particular subject matter of our Agreement.

End of Our Work for You

Our Agreement ends when the work you asked us to do has been completed, or you instruct us to stop working on it. We also reserve the right to terminate our Agreement if, among other things, you fail to honour the terms of our Agreement, including non-payment of our invoices. We also reserve the right to withdraw our services if you fail to cooperate, or follow our advice on a material matter, or if any fact or circumstance arises or is discovered that would, in our view, render our continuing representation improper, inadvisable, or unethical. In the event of a termination of our solicitor-client relationship, we will make a reasonable effort to effect an orderly transfer of documents, instruments and other papers in our files to whomever you may designate, and you agree that you will take all necessary steps to free us of any obligations to perform further, including the execution of any documents necessary to complete our withdrawal and we will be entitled to be paid for all services rendered and disbursements made or expenses incurred on your behalf to the date of the actual withdrawal.

Please note that we will always have an obligation to protect your confidential information, even when you are no longer our client.

Please also note that further communication from our office about legal developments which may be of interest to you are not a continuation of our solicitor-client relationship, as our solicitor-client relationship may only be renewed in accordance with the foregoing, and would require our specific assent to begin working on a new matter for you.

A new matter shall arise when we are retained again by you, and we shall confirm our retainer by separate retainer confirmation letter to you, in writing to you, which may be emailed or mailed.  The retainer terms and conditions applicable to each new retainer, including the original retainer, shall be the terms and conditions set out on our on-line Retainer Agreement as of 5:00 pm ET on the date of the retainer confirmation letter.  If you would like a physical copy of these we will provide that to you at no cost, but upon written request.  Rates may subsequently change without notice to you, but we agree to be bound by all other terms and conditions as set out in our on-line Retainer Agreement as of 5:00 pm ET on the date of the retainer confirmation letter.  

Place Where Legal Services Rendered

Should it become necessary, in course of our services, for us to visit you or your facilities or any other persons outside of Canada, you agree that the purpose of our visits to places outside of Canada shall be for the purposes of obtaining information only, and that as Canadian counsel, all of our legal services will be performed and rendered to you in Canada.

Record Retention Obligations

Unless we otherwise specifically agree in writing, you agree that we may keep a physical or electronic record of your file, and that after a period of ten (10) years following our last substantive interaction with you with respect to the particular matter for which we are retained, (1) the entire physical file -- whether owned by us, owned by you, or owned by both of us -- may be shredded and otherwise disposed of by us, and (2) the entire electronic file may also be securely deleted. You also agree that the physical or electronic disposal of same may not be used against us or to our harm or detriment in any proceeding brought against us. If you have particular requirements in this regard, or specific desires or requirements as to file storage, you will raise these with us at the outset of our Agreement, so that we may specifically agree to same, in writing.

Limitation of Liability

Unless we otherwise specifically agree in writing, you agree that any liability we owe to you with respect to the performance of our legal services under our Agreement, whether owed to you in contract or tort, shall be limited to Cdn $5,000,000, or the upper limit of our available errors and omissions insurance, whichever amount is less.

Other Important Matters

Our Agreement constitutes the entire agreement between us and supersedes all prior agreements, understandings, negotiations and discussions, whether written or oral. No amendment or waiver of any provision of our Agreement shall be binding on either of us unless consented to in writing by both of us. Our Agreement shall also be governed by and construed exclusively in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein. In the event you feel the need to bring suit against us, you agree to bring such suit in the Ontario Courts.

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Toronto Office

24 Duncan Street, Third Floor, Toronto, Ontario, M5V 2B8 Canada
Phone: (416) 864-6200| Fax: (416) 864-6201

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