LABARGE WEINSTEIN LLP

CLIENT SERVICE TERMS

Thank you for choosing LaBarge Weinstein LLP (“LW” or “we” or “our” or “us”) to act as your legal counsel. These Client Service Terms will apply to any matter we work on during your engagement of LW. These Client Service Terms are subject to any other terms that may be agreed upon between us, including those set out in an engagement letter or email communication outlining the terms of our engagement. If at any time you have questions or concerns about our services, please contact the lawyer primarily responsible for our relationship with you, as indicated on your engagement letter (the “Responsible Lawyer”).

LW may amend these Client Service Terms from time to time by posting a revised version on our web site at www.lwlaw.com. Please periodically review our Client Service Terms so that you are aware of our current terms. Your continuous use of our services after we have published an updated set of Client Service Terms on our web site shall constitute your agreement to the revised terms.

Scope and Nature of our Engagement

As a law firm, our role is to offer legal advice and legal services to you. The scope of our engagement will only include the services outlined in your engagement letter or email communication specifically outlining the terms of our engagement. We may agree to a variation or expansion in the scope of our engagement at a later date, in which case we may ask for an updated or revised engagement letter or email communication specifically outlining the updated terms of our engagement. While we may discuss your financial or business goals during our engagement, please seek expert advice for business, investment, accounting or tax advice. Unless otherwise specifically agreed to in writing, LW is not responsible to handle tax filings with applicable tax authorities including the filing of any tax elections or other documents.

Our lawyers are qualified to provide you legal advice on federal and provincial laws in the jurisdictions in which we operate in Canada. If one of your matters requires legal advice beyond these Canadian laws, unless we tell you otherwise, any advice we provide for that matter should not be treated as legal advice. We are always happy to introduce you to other like-minded lawyers who can help you with such matters.

We will accept instructions for our engagement from anyone in your organization who has apparent authority to provide instructions, unless you tell us otherwise. By engaging and instructing us, you authorize us to negotiate agreements and otherwise act on your behalf as we deem to be in your best interests, subject to such specific prior
approvals as we may seek from time to time. In representing you, we will provide any necessary legal opinions, develop appropriate legal strategies, prepare and file necessary legal documents, report to you regularly on important developments and meet with you in person, by phone, or via other means as required. Where necessary, and in accordance with your stated preferences, we will seek your specific instructions.

Assignment of Resources

During our engagement, the Responsible Lawyer will be your primary LW contact unless you are notified otherwise. The Responsible Lawyer may involve other LW team members to help with your matters, including other lawyers, partners, clerks and articling students based on their experience, as well as the nature, complexity and time constraints of the matter at hand. LW has offices in Ottawa, Toronto and Vancouver. From time to time, LW team members located in offices other than the one primarily handling your matters may be assigned to assist. We are always happy to discuss our assignment of staff for any particular matter and please feel free to reach out to your Responsible Lawyer should you wish to do so.

Client Obligations

We will be representing the client(s) named in the engagement letter or email communication specifically outlining the terms of our engagement. Unless we expressly agree otherwise, we do not represent any other person, whether they are related persons or entities, including your family members, shareholders, officers, directors, parent companies, subsidiaries, affiliates, joint venturers, partners of a partnership, participants in a joint venture, or investee entities, employees, contractors or agents. While we may interact with or receive instructions on behalf of the client from such related persons or entities as set out in these Client Service Terms, no lawyer-client or other fiduciary relationship exists between us and any such related persons or entities.

Legal Fees and Expenses

Unless otherwise agreed, professional fees will be charged based on billable hours we spend working on your matters. The hourly fees of our staff are determined by LW in accordance with industry practice, and are subject to change. Our hourly rates vary based on seniority and experience of our staff.

It is very difficult to accurately predict future legal costs. The length, complexity and expense of any legal matter may be directly affected by matters beyond our control, including the experience and conduct of the parties and their lawyers and time limitations imposed by you or other parties or by the circumstances of the matter. Upon request, we will provide you with estimates of legal costs in respect of particular matters. Please note that any estimate of costs we provide is solely a good faith estimate based on our past experience and knowledge of your circumstances at the time but is not binding.

In addition to our fees for legal services, our invoices may include charges for disbursements, third party services and taxes incurred during our engagement. These costs and expenses typically include fees for government filings, database access, courier and messenger services, legal transaction management software and the cost of other kinds of services directly related to handling your legal work. We do not bill for photocopies or for our internal expenses (such as staff overtime), only for out-of-pocket amounts incurred to third parties. We are required to charge applicable taxes on our fees, administrative charges and applicable disbursements. Our invoices will identify these taxes.

Full dockets will either accompany our invoices or are available on request so you can see who worked on your matter and what they were doing. Upon request, invoices may be sent to you in draft prior to being formally issued to give you a chance to review and confirm the amounts being billed. If you have any questions about our hourly rates, please feel free to discuss them with your Responsible Lawyer.

Unless stated otherwise, we normally bill on a periodic basis (usually at the end of each calendar month or quarter) or following the completion of a transaction or other matter during our engagement. We strive to establish this billing routine for all of our clients. However, with start-up clients who are pre-revenue and pre-financing, we recognize the
need for good legal advice in an environment where there is little or no cash available to pay legal fees. Therefore, in our discretion, we may agree to alternative billing arrangements from time to time. We reserve the right to revisit any such arrangements if circumstances change. Once fees are billed, we generally ask that all our clients pay our bills within 30 days from the date of invoice, unless your invoice indicates otherwise. We reserve the right to charge interest on unpaid fees in accordance with the rules of professional conduct that apply to LW lawyers. Such interest will be charged on accounts more than 30 days overdue. In the unusual event that our accounts become long overdue, we reserve the right to stop working for you.

Please be advised that payment of our accounts is not contingent in any way on the outcome of the matter. Once fees are billed and invoiced, they are due and payable regardless of outcome.

Depending on the nature and scope of the engagement, it may be necessary for you to engage outside experts, including those in other jurisdictions, such as accountants, appraisers, agents or lawyers. Fees for outside experts and agents are not included in our legal fees. You will be responsible for the payment of the fees and disbursements of these outside experts.

Privacy

During our engagement, we may receive, collect, use and disclose personal information that is subject to applicable privacy protection laws. We safeguard such personal information in accordance with applicable privacy laws. Further, we may transfer personal information to service providers who provide us with products or services in connection with the legal services we provide. These products or services include document management systems, email service providers, due diligence platforms, data room providers, closing logistics platforms and esignature platforms. For more information, please see our Privacy Policy, the latest version of which is available on

our website at: https://www.lwlaw.com/privacy-policy/.

Client Identification and Verification Requirements

Please be advised that the law societies in Canada require us to comply with certain mandatory identification and verification requirements in connection with any matter that involves the transfer of funds other than in certain limited circumstances. In relation to certain financial transactions, we may need to obtain, view and retain certain information about the identity of clients where applicable. We may make a copy of a piece of personal identification (such as a driver’s license or passport) for you and for any other person who will be authorized to provide us with instructions for our engagement. Where applicable, we may also verify your identity prior to the completion of financial transactions or other matters involving transfers of funds or assets. These identification and verification rules apply not only to our direct clients but also to the individuals who instruct us on behalf of our client as well as to any clients of our client.

Confidentiality

As a legal services firm, we are subject to professional and ethical obligations imposed by Provincial law societies in the jurisdictions in which we operate to keep confidential the information we receive from you in the context of a solicitor-client relationship. In accordance with such professional and ethical obligations, we will not disclose your confidential information except:

• with your express or implied consent, which includes your implied consent to disclose information as required to complete any task related to our engagement;
• as required by Provincial law societies in the jurisdictions in which we operate; or
• as required by law.

Since we owe this duty to all of our clients, we will not disclose information to you that we hold in confidence for other clients (even where such confidential information might be relevant to our engagement) unless permitted by law. See our privacy policy linked above for additional information. Please consult our Privacy Policy for more information on how we store and process your confidential information while providing you with legal services.

•  you confirm that we may disclose your confidential information (other than any information we determine to be privileged, if privilege represents an exception to the Mandatory Disclosure Rules) to the relevant authorities in compliance with the Mandatory Disclosure Rules;
•  you will cooperate with us and provide information relevant to our compliance with the Mandatory Disclosure Rules;
•  we will provide you with a copy of any disclosure we make, if and when possible;
• you shall notify us right away if you or your other advisors determine that the Mandatory Disclosure Rules require disclosure that is related to the services provided by LW in any way, and you will promptly, and in advance of filing, provide us with a copy of any proposed disclosure; and
• you agree that we may charge you for costs we incur to comply with Mandatory Disclosure Rules, separate from any fee arrangement for our engagement.

Unless specifically agreed by you and your Responsible Lawyer in writing, we will not provide you with any opinion or determination as to your or another party’s tax disclosure obligations under the Mandatory Disclosure Rules.

Communication and Exchange of Information

To properly represent you, we will require your cooperation in providing us with requested information, documents, explanations and instructions. Our primary method of communication with you will be via email but we may also communicate with you via fax or other means of electronic communication (including commercial software such as web and cloud-based programs) even if such information or documents are confidential or subject to solicitor/client privilege. If you have a preferred mode of communication or have specific reporting needs, or if your contact information changes, please let your Responsible Lawyer know as soon as possible.

Unfortunately, electronic communications are vulnerable to attack by viruses, phishing and other cyberattacks. You acknowledge that the use of electronic communication and commercially available software creates some risk for the security of your information. Accordingly, we cannot guarantee the confidentiality of any communications made by you via email or otherwise. If you are ever in doubt as to the veracity of electronic communications received from any member of our team, we encourage you to contact us to verbally confirm the authenticity of such correspondence. We will not be responsible if you act upon instructions or a request received from a third party impersonating a member of our firm.

We use anti-spam software and other electronic communications filters, which might interfere with the timely delivery of electronic communications you send to us. Please note that we will not be liable for any delay or non-delivery of electronic communications, or other damage related to an electronic communication.

Termination and Withdrawal

You may terminate our engagement for any reason at any time by giving us written notice. We may terminate our legal representation of you for any reason in accordance with the applicable rules of professional conduct that apply to LW lawyers. Reasons for our termination of our engagement may include unanticipated conflicts of interest, unpaid legal fees or disbursements, or a breakdown in the lawyer-client relationship. Upon any such termination, all unpaid legal fees and disbursements will become due and payable, whether or not an account for them has yet been issued.

Unless our engagement has been previously terminated, our representation of you will cease upon the issuance of the final invoice for our services to you.

Upon a termination or completion of our engagement, we have no continuing obligation to advise you with respect to future legal or factual developments, unless you specifically engage us to do so.

Upon a termination or completion of our engagement, if 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 Privacy Policy and the rules of professional conduct that govern LW lawyers. Please be advised that it may be necessary to destroy such documentation in accordance with our Privacy Policy and rules of professional conduct, unless we agree otherwise in writing. If you have any concerns or questions about our retention policies and practices, please let your Responsible Lawyer know.

Publicity

Subject to our ongoing obligation to preserve your confidential information and the rules of professional conduct that govern LW lawyers, from time to time we may publicly mention a transaction or other matter of yours that has already been the subject of disclosure to third parties in LW’s publications, promotional materials, website, media and social media. Such public mentions will generally reference our representation of you as your legal counsel. If a transaction or other matter of yours has not yet been disclosed to third parties, we will get your prior consent prior to making any such public mentions and if you advise us that you would prefer that we do not publicize a matter, we will not do so. Please feel free to reach out to your Responsible Lawyer if you have any questions about such public mentions.

Other

Our engagement will be governed by the laws of the province in which your Responsible Lawyer is based.

If any provision of this engagement letter is found by a court of competent jurisdiction to be unenforceable, such provision shall not affect the other provisions, but such unenforceable provision shall be deemed modified to the extent necessary to render it enforceable, preserving to the fullest extent permissible the intent of the parties set forth herein.

Last Updated

January 17th, 2025.