Retainer Agreement
MILLAR KREKLEWETZ LLP is boutique 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.
Accordingly, if you decide to retain Millar Kreklewetz as your legal counsel, our agreement 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 guide post in this process, currently range from Cdn $300 per hour for our most junior tax and trade associates, to Cdn $900 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, as well as all applicable GST/HST - which may apply to both fees and disbursements.
Retainer Policy
Millar Kreklewetz's usual policy is to request an initial retainer amount, in advance, from all new clients, and from all clients where our retainer is likely to result in substantial services being required.
We will attempt to base the amount of any retainer requested on our best estimate of the time and effort that will be initially required to deal with the preliminary aspects of any particular matter. However, initial retainer amounts requested are not a guarantee or an agreement as to a fixed or capped fee in respect of the matter, and 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. We also reserve the right under our Agreement to cease all work on your file until such replenishment has been made.
Where we request a retainer from you, the provision of that retainer by you to us shall constitute your acceptance of our Agreement. Where we choose not to require a 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.
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 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.
Other
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 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.
If you are a non-resident of Canada, and should it become necessary for us to visit you or your facilities outside of Canada, you agree that the purpose of our visits shall be to obtain information only, and that as Canadian counsel, all of our legal services will be performed in Canada.
Unless we otherwise agree in writing prior to our retainer, 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 other 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 prior to our retainer.
Unless we otherwise agree in writing, you agree that any liability we owe to you relating to the performance of our legal services under our Agreement shall be limited to Cdn $5,000,000, or the upper limit of our available errors and omissions insurance, whichever is less.
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