Thank you for choosing
Osler, Hoskin & Harcourt LLP to act as your counsel.
These standard client
service terms will apply to any matter in which you engage us. These standard
terms are subject to any other terms that may be agreed upon between you and
Osler, Hoskin & Harcourt LLP.
We look forward to
working with you.
1. Your Service Team
An Osler partner will be
assigned to take primary responsibility for seeing that your legal needs are
met and for supervising all legal work we undertake on your behalf. The
responsible partner will also determine the appropriate additional staffing for
each matter you entrust to us. Lawyers and other legal professionals will be
assigned to assist with each matter on the basis of their experience and
expertise, the nature and scope of the issues and the time constraints imposed
by the situation.
In Canada, Osler has offices in Calgary,
Toronto, Ottawa
and Montreal.
In the United States, Osler
has an office in New York.
The Canadian and US offices are operated by closely affiliated partnerships
that share information, expertise and database systems to enhance client
service. From time to time, legal professionals located in offices other than
the office primarily working with you may be assigned to assist. When we refer
to “Osler” we are referring to both of these partnerships and all of these
offices, and when we refer to an “Osler partner” or “Osler lawyers” we are
referring to lawyers in any of these offices. All Osler lawyers are bound by
obligations to protect client confidentiality and solicitor-client or
attorney-client privilege under applicable law.
In addition, please note
that certain specialized areas of law, such as tax law, are complex and
constantly changing, and often involve sub-specialty areas in which Osler
lawyers have worked to develop in-depth expertise. As a result, the individuals
engaged in resolving a specific legal matter may find it useful to consult with
other Osler lawyers and other legal professionals regarding particular issues.
We have found that drawing upon the expertise of colleagues, when appropriate,
enables us to provide a higher quality of advice at a lower cost to you than
strictly limiting the number of individuals involved in a particular matter.
We are always pleased to
discuss the staffing of a particular transaction or other matter with you.
2. Scope of Our Role
The scope of our role for
each specific matter you entrust to us will be confirmed in continued
communications between us as work progresses. We will not expand the scope of
our engagement without instructions from you. In particular, we will not advise
you in respect of the tax aspects of a matter unless it is specifically agreed
that tax services will be included in the engagement.
Our role is to provide
legal advice and legal services to you. Although we will use every effort to
help you achieve your financial and business objectives for any transaction or
other matter, you should rely on your internal experts or other external
advisors for financial and business advice.
We will accept
instructions from anyone within your organization who has apparent authority in
connection with the matter at hand, unless you instruct us otherwise.
3. How We Manage Conflicts
We have clients who rely
upon us for general representation and clients to whom we provide
representation regarding discrete matters. It is possible that an adverse
relationship may exist or may develop in the future between you and another of
our clients.
In retaining us, you
consent and agree that we may represent other clients (some of whom may be
engaged in business activities competitive to yours) on matters that may be
considered adverse to you or your interests, so long as we have not been
engaged by you on the specific matter for which the other client seeks representation.
Furthermore, you agree that you will not assert that our representation of you
constitutes a basis for disqualifying us from representing another client in
any such matter.
However, be assured that
we have comprehensive policies and procedures in place for the creation and
maintenance of “ethical walls”, when required, between Osler lawyers
representing clients whose matters may be adverse in interest. In common with
our treatment of the confidential information of all of our clients, at no time
will any of your confidential information be disclosed to or used for the
benefit of any other client.
You may wish to obtain
independent legal advice as to the implications of your agreement to these
terms.
4. Fees and Disbursements
Our fees are generally
based on the time spent by lawyers and others on your behalf, and are charged
at hourly rates. Our hourly rates are adjusted periodically to reflect
experience, capability and seniority of our professionals and staff, as well as
general economic factors. At your request, the responsible partner may provide
you with more specific details on our rates.
Although time expended is
a significant factor in determining our fees, there may be circumstances in
which our final fee takes into account other factors, including:
- The experience, reputation
and abilities of those rendering our services;
- The amount at issue;
- Particularly favourable
results obtained;
- Time limitations imposed by
you or by the circumstances of the matter; and
- Whether working on the matter
will preclude or limit us from rendering services to other clients.
Our fees will not be
affected by the failure of a transaction to be completed.
Generally our accounts
are issued monthly. All of our accounts are due and payable on receipt. If an
account is not paid within 30 days, we may charge interest at an annual rate in
accordance with the rules that govern the professional conduct of lawyers, from
the date the account is issued until the date paid.
In addition to our
professional fees, our accounts will include disbursements incurred by us on
your behalf, such as long-distance telephone charges, photocopying and
facsimile charges; charges for courier, messenger and other communication
services; computer database access; charges for legal research; travel
expenses; necessary non-legal staff overtime incurred on your behalf; postage;
filing fees paid to government agencies; and other out-of-pocket costs incurred
on your behalf. For larger disbursements, we may seek funds from you in advance
or forward invoices to you for direct payment.
You will be responsible
for payment of the fees and disbursements of other law firms retained by us on
your behalf to provide advice on the laws of other jurisdictions. Also, the
fees and disbursements of experts or other third-party service providers
retained by us on your behalf will be your responsibility. These experts’ or
other service providers’ fees and disbursements may be billed to you directly,
or we may forward their invoices to you for direct payment by you to them.
5. Limited Liability Partnership
Osler is a registered
limited liability partnership (LLP) (in Ontario
and New York,
respectively). A partner in an LLP is not personally liable for any debts,
obligations or liabilities of the LLP that arise from any negligent act or
omission by another partner or by any person under that other partner’s direct
supervision or control. Partners of an LLP are personally liable only for their
own actions and omissions, and for the actions and omissions of those they
directly supervise or control.
6. Privacy
In the course of acting
for you, you may disclose to us (and we may collect, use and disclose) personal
information that is subject to applicable privacy protection laws. We will
collect, use or disclose that personal information for the sole purpose of
providing our services to you. You can review a copy of our Privacy Statement
on osler.com, or contact a member of your legal service team.
7. Our Client and Our Reporting Obligations
When we are engaged to
act on behalf of an organization, our obligations are to that organization and
not the directors, officers, employees or other agents who retain us and
provide us with instructions or to whom we may provide advice. In accordance with
the rules that govern the professional conduct of lawyers, if we have any
evidence of wrong-doing by or on behalf of the organization, or any officer,
director, employee or agent of the organization, we may be obligated to report
the wrong-doing to appropriate senior officers or directors of the
organization.
8. Electronic Communications
We will communicate with
you and provide documents to you through various forms of electronic
communications, including email through the public Internet. You may also correspond
or provide documents to us through electronic means. Those electronic
communications may contain information or documents that are confidential or
privileged, unless you instruct us not to send such information or documents
electronically.
There is a risk that any
such electronic communications may be intercepted or interfered with by third
parties or may contain computer viruses. In addition, we employ filtering
techniques (e.g., anti-spam software) which might interfere with the timely
delivery of electronic communications you send to us. Neither of us will be
responsible to the other, or have any liability for any actions of any third
parties, with respect to electronic communications either of us might send the
other, or for any delay or non-delivery, or other damage caused in connection
with an electronic communication.
If you would prefer that
any correspondence or documents sent to you be transmitted with a greater
degree of certainty or protection (e.g., encryption), please let us know. In addition,
if you have any concerns or doubts about the authenticity or timing of any
electronic communication purportedly sent by us, please contact us immediately.
9. Termination
You may terminate your
engagement of us for any reason by giving us written notice to that effect. On
such termination, all unpaid legal fees and disbursements become immediately
due and payable, whether or not an account for them has yet been issued.
We may stop performing
legal services and terminate our legal representation of you for any reason in
accordance with the rules that govern the professional conduct of lawyers,
including for unanticipated conflicts of interest or unpaid legal fees and
disbursements.
Unless our engagement has
been previously terminated, our representation of you will cease upon the
issuance by us of our final account for services to you. If, upon termination
or completion of a matter, 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 program. Please note that for various reasons, including the
minimization of unnecessary storage expenses, we reserve the right to destroy
or dispose of this documentation.
After completing any
particular matter, changes may occur in the applicable laws or regulations, or
their interpretation, that could affect your current or future rights,
obligations and liabilities. We have no continuing obligation to advise you
with respect to future legal developments, unless we are specifically engaged
to do so after the completion of the matter at hand.
10. Governing Law and Arbitration
The terms of our
engagement by you will be governed by the laws applicable in the jurisdiction
in which the partner responsible for your matter works.
To the extent that any
services are provided to you from the Osler New York office, and a dispute
arises relating to our fees, you may have the right to arbitration to resolve
the dispute pursuant to Part 137 of the Rules of the Chief Administrator of the
Courts of New York, a copy of which will be provided to you upon request.
11. For More Information
The foregoing will be the
agreed terms of service between us as we continue to work together unless, as
mentioned above, they become subject to any other terms that we may agree upon.
If
you have any questions or concerns regarding our work on your behalf or the
terms of our engagement, please feel free, at any time, to contact the partner
responsible for our relationship with you.