Terms of Engagement

General

We are delighted that you have chosen Goodmans LLP to act as your legal counsel. We look forward to working with you. The following terms and conditions apply to our engagement as your legal counsel:

  1. Scope of Representation - We will provide you with legal services which in our professional judgment are reasonably necessary and appropriate to carry out our mandate. We confirm that (a) we are not providing legal advice or services except as described in a retainer letter or other communication with you, and (b) once our work on your matter has been completed, we will not advise you as to subsequent legal developments relating to your matter unless we expressly commit to do so in writing.
  2. Staffing and Legal Fees – Unless you instruct us otherwise, our staffing of this matter will be to draw on the necessary resources of the firm in order to handle this matter properly. If it is appropriate to do so, we will involve different lawyers, articling students or legal assistants to deal with different aspects of the matter as efficiently as possible. Our legal assistants include law clerks, law students, research librarians and technical specialists. Our fees are based on our assessment of the reasonable value of our services. To assist us in determining that value, we assign hourly billing rates to each of our lawyers and legal assistants, and record the time spent and services rendered by them on you matter. Our rates may change to reflect increases in our costs, the increased experience and abilities of our lawyers and legal assistants and other factors over the course of your matter. If our rates change before your matter has been completed, the new rates will apply to the balance of the engagement.
  3. Disbursements and Other Charges – Our legal fees do not include costs and expenses that we incur in connection with your matter. These costs and expenses will be billed in addition to our fees for legal services. They typically include long distance telephone charges, messenger and express delivery charges, postage and courier charges, computer research charges, word-processing charges, printing and reproduction costs, overtime costs for administrative staff, certain legal technologies, applications and tools (including those based in the cloud and managed by third party service providers), travel expenses, filing charges, court reporter fees for examinations and transcripts, witness and expert fees, fees for service of legal process and other costs and expenses.

    Where we obtain these services directly from outside suppliers, we will bill you the amount billed to us. Where the amounts charged for these services are significant, we may forward the invoices from these outside suppliers directly to you, in which case, you will be responsible to pay the invoices, in accordance with their terms, directly to the outside supplier. Certain costs and expenses are incurred in-house, and are billed at an amount intended to cover our direct costs. Our retainer letter will include a Schedule setting out our agreed upon billing practices with respect to disbursements and other internal charges.

    For some matters, it may be necessary for us to engage outside experts, such as accountants, economists, translators, appraisers or investigators. We will consult with you before retaining any such experts. It may also be necessary for us to retain lawyers and others as agents in other jurisdictions. Fees for outside experts and agents in other jurisdictions are not included in our legal fees. You will be responsible for payment of all fees and costs and expenses of all experts and agents in other jurisdictions retained on your behalf in connection with your matter. Ordinarily, you will be asked to pay the invoices, in accordance with their terms, directly to these parties.
  4. Invoicing and Payment – Our practice is to bill on a monthly or other periodic basis for the fees, disbursements and related charges incurred in the preceding month or months including work completed prior to the date of your engagement. Regardless of the outcome of any matter and whether any transaction is initiated or completed, you will be responsible for paying all of our fees, disbursements and related charges, regardless of when incurred, and our invoices are payable upon receipt. We reserve the right to request cash retainers from time to time which we will place in our trust account and apply at our discretion towards our fees and disbursements, and you agree to provide us with such retainers to cover reasonably anticipated fees if so requested. Pursuant to Section 33 of the Solicitors Act (Ontario), we reserve the right to impose an interest charge on invoices outstanding for more than one month. In addition, we may apply all payments we receive from you to your oldest outstanding invoice. Any other method of payment must be agreed to in writing prior to our tendering an account.
  5. Undertaking to Preserve Confidentiality – We undertake not to disclose or misuse your confidential information, subject only to applicable law and our professional and ethical obligations. Because we owe this duty to all of our clients, we will not disclose to you information we hold in confidence for others (even where such confidential information would be relevant to our representation of you) or disclose to others information we hold in confidence for you (even where such confidential information may be relevant to our representation of those others). In the case of public offerings, we may be acting on other transactions that may or may not be perceived by the market as capable of impacting your or other public offerings. In such circumstances we confirm that we cannot share any information as to any aspect of any such transaction for another client, regardless of its apparent importance to your public offering and this retainer.
  6. Conflicts of Interest - We undertake not to take on any matter that would create a substantial risk that our representation of you on your matter would be materially and adversely affected (a “conflicting interest”). Please note that we do not normally consider ourselves to have a conflicting interest because we represent another client who is a business competitor, customer or supplier of yours; or is asserting through us legal positions or arguments that may be inconsistent with those you are asserting or may wish to assert; or is adverse in interest in another matter to an entity with which you have a relationship through ownership, contract or otherwise. In the case of public offerings, it is not a conflict for us to act on another transaction at the same time as yours when such other transaction might be perceived by the market as a competitive offering. Unless you have asked us to perform a search against particular entities described in one of the above categories, our conflict search will not identify any issues arising from our representation of them.

    You also acknowledge that we act for a number of different institutional lenders, underwriters and professional service providers on various matters in various capacities. Certain of these clients will not permit us to act in an adverse capacity in a litigious context. As a result, if any dispute arises between you and any institutional lender, underwriter or professional service provider in connection with any commercial transaction on which we are acting for you, subject to our attempts to resolve such dispute amicably, you acknowledge that we may be unable to continue to act for you or any other party in respect of such dispute and shall request that you obtain independent legal counsel in connection therewith. For the purposes of these terms of engagement, “dispute” means a contentious matter that has not, after a reasonable period of time, been resolved and which we determine in our sole discretion would, or would be likely to, lead to legal proceedings.
  7. Representation of Other Clients – We wish to avoid any circumstances in which you would regard our representation of another client to be inconsistent with our duties to and understandings with you. Our acceptance of your matter is on the basis that you consent to our representation of other clients in other matters that may be adverse to your interests and to our representation in other matters of the party that is adverse to you in this matter provided that (a) the other matter is not the same as or related to any matter in which we are then representing you, and (b) we protect your confidential information. You acknowledge that the timely establishment of a conflict screen or ethical wall will be sufficient protection of the confidentiality of such information so that our firm may represent another client in such other matter. Your consent means that while we are representing you in your matter, we could represent another client in an unrelated matter that is adverse to your interests including a lawsuit, negotiation, financing transaction, auction or other acquisition transaction, regulatory proceeding, insolvency/restructuring or other matter.

    When you are no longer our client, under applicable professional rules, we may represent another client in any matter that is adverse to your interests provided that (a) the other matter is not the same as or related to the matter in which we previously represented you, and (b) we protect your relevant confidential information. You acknowledge that the timely establishment of a conflict screen or ethical wall will be sufficient protection of the confidentiality of such information so that our firm may represent another client in such other matter.

    We rely on the consents described above in agreeing to represent you in your matter and we will not be seeking any further consent from you or consulting with you before advising, acting for or representing another client with interests adverse to yours.
  8. Termination - You may terminate your engagement of us for any reason prior to the completion of your engagement by giving us written notice to that effect. On such termination, all unpaid legal fees and disbursements will become due and payable. Subject to our professional and ethical obligations, we may terminate our legal representation of you prior to the completion of your engagement for any reason including as a result of conflicts of interest that arise or unpaid legal fees and disbursements.

    The fact that we may subsequently send you information on legal developments without charge or include you in general mailings or invite you to Continuing Professional Development or other programs will not change the fact that your engagement has been terminated.

    Unless our engagement has been previously terminated, our representation of you will cease upon the completion of the mandate and receipt by you of our final account for services rendered. If, upon termination or completion of this engagement, you wish to have any documentation returned to you, please advise us. Otherwise, any documentation that you have provided to us and the work product completed for you will be dealt with in accordance with our records retention policies and practices. Generally speaking, we are required by the Law Society of Ontario and our insurers to maintain a file for 15 years after your matter has closed. We also maintain back-up storage devices and other archiving technologies for disaster recover and business continuity purposes.

    Please note that our records retention policies and practices may not be synchronized with yours. If you have any concerns about what we retain in our records or how we dispose of them and when, you must alert us to your concern. Absent written agreement with you to the contrary, we are free to retain or destroy the records we possess with respect to this engagement as we determine to be appropriate.
  9. Security of Electronic Communications and Systems – During the course of our engagement, we may exchange electronic versions of documents and emails with you and may maintain and process information using commercially available software and electronic systems. Unfortunately, the available technology is vulnerable to attack by viruses and other destructive electronic programs and may be intercepted or interfered with by third parties. As a result, while we seek to take reasonable countermeasures, our systems may occasionally reject a communication you send to us, or we may send you something that is rejected by your system. We cannot guarantee that all electronic communications and documents will always be received, will always be virus free, and will never be intercepted or interfered with by third parties, and we make no representation or warranty with respect to any electronic communications or documents. You consent to our exchanging electronic communications, including those containing confidential documents and other confidential information, unencrypted. In addition, while we routinely assess and monitor the security of our electronic systems and adopt safeguards intended to protect and prevent unauthorized access to and use of our electronic systems, we make no representation or warranty with respect to the security of electronic communications or our systems.

    We confirm that we have physical, technological and administrative information technology and data security safeguards in place that are in keeping with best practices within the Canadian legal profession and which are derived from the ISO 27001 international standard published by the International Organization for Standardization (ISO) and the International Electrotechnical Commission (IEC). These safeguards include physical security of our premises, and anti-virus/anti-malware, log, firewall, patching, vulnerability, asset, backup mobile and remote access management policies, procedures and systems.
  10. Legal Technologies, Applications and Tools – Leveraging the right technology is crucial to the efficient delivery of our legal services. We may use collaborative technologies, artificial intelligence, machine learning document analysis, matter management tools, electronic signatures, etc. in connection with your matter (sometimes managed internally and sometimes involving cloud-based systems). We may also use cloud-based platforms to manage corporate records and minute books, data rooms, e-discovery and other litigation support, legal research and various transaction closings. We would be pleased to discuss with you any proposed use of any cloud-based legal technologies, applications and tools in connection with your matter and will address any security, confidentiality, geography or other concerns you may have before doing so. While we assess and monitor the security of our cloud-based third party service providers, we make no representation or warranty with respect to the security of their systems.
  11. Privacy – In the course of acting for you, you may provide to us (and we may collect) personal information that is subject to applicable privacy protection laws. On your behalf, we will collect, use or disclose that personal information for the sole purpose of providing our legal services to you.
  12. Limited Liability Partnership - Goodmans LLP is a limited liability partnership formed under the laws of the Province of Ontario and includes professional corporations. This does not affect our services or our relationship with you, and it does not impact the limit of the firm’s liability. All of the firm’s assets and insurance protection are at risk. We comply with mandatory professional liability requirements established by the Law Society of Ontario and maintain separate excess coverage well in excess of those requirements. Because we are an Ontario limited liability partnership, our partners are not personally liable for debts, obligations or liabilities that arise from the negligence or omission of another partner or by any person under another partner’s direct supervision or control.