Gowling WLG (Canada) LLP and affiliates terms of business

1.1

These Terms of Business apply to all the work we do for you unless we agree otherwise in writing. We are authorized and regulated by the Law Society of Ontario, the Barreau du Québec, the Law Society of British Columbia and the Law Society of Alberta depending on the jurisdiction in which the professionals working on your matter are licensed or authorized.

1.2

Where we carry out work for you after you have received these Terms of Business, you will be deemed to have agreed to them unless you notify us otherwise.

1.3

"You" means the corporation (including, where specifically designated in our Engagement Letter, any subsidiary or affiliated entity), person or other entity who is our client and who instructs us.

1.4

"We". "our" or "us" refers to Gowling WLG (Canada) LLP, a limited liability partnership registered in Ontario or one of its affiliates. Gowling WLG (Canada) LLP is a member of Gowling WLG, an international law firm comprising the members of Gowling WLG International Limited, an English Company Limited by Guarantee, and their respective affiliates, each of which is an autonomous and independent entity. Gowling WLG International Limited does not provide legal or other services to clients. Rather, its purpose is to act as a coordinating entity for its members.

2.

GOWLING WLG (CANADA) LLP, ITS AFFILIATES AND YOU

2.1

Any advice we give will be provided solely to you as our client and solely for the purpose for which we were instructed.

2.2

Our advice may not be used or relied on for any other purpose or by any person other than you without our express prior written agreement.

3.

OUR FEES

3.1

Unless we agree otherwise, we will bill you on a monthly basis. Our invoices are payable in Canadian dollars, or other agreed currency, 30 days after the invoice date.

3.2

All payments are to be made to us by wire transfer in the currency in which our invoice is issued (or such other payment method or currency as we agree with you in writing). Applicable taxes will be added to our fees, and disbursements (amounts we pay or are required to pay to a third party on your behalf).

Tax withholding

3.3

Except as may be required by law, all fees and disbursements we ask you to pay us will be paid free and clear of all deductions or withholdings whatsoever. If you are required by law to withhold any deductions or other amounts from any fees or disbursements payable to us by you, you must pay us the sum that will, after the deduction or withholding has been made, leave us with the same amount as we would have been entitled to receive in the absence of any such requirement to make a deduction or withholding. If we obtain the benefit of any tax credit or other relief by reference to any such deductions or withholdings, then we shall repay to you the amount (not exceeding the amount paid by you pursuant to the above) that, after that repayment has been made, will leave us in no worse position than we would have been had the deductions or withholdings not been required.

Advance fees and disbursements

3.4

We may ask you to pay a sum in advance for our fees and any disbursements. If you do not meet our request, we may cease to work for you. Any advance payments made will be paid into our trust account. The amount paid in advance may then be used to pay future invoices when they are billed by transfer from this account.

Hourly rates

3.5

Our hourly rates are calculated on the basis of ten six - minute units per hour.

Late or non-payment

3.6

We will charge you interest at the rate set out on the relevant invoice on any amounts not paid within 30 days of the date on the invoice.

3.7

We are also entitled to keep deeds, documents and any other items we may hold for you until our fees and disbursements are paid.

Disbursements

3.8

We will ask for payment of disbursements incurred in working for you. We will add these to your invoice, or in some cases we may send you an invoice for disbursements only, as they arise.

Trust money/money held on deposit

3.9

Any money we receive on your behalf is placed in our trust account. We will transmit cleared funds received on your behalf on receiving instructions to do so.

3.10

We reserve the right to return any monies received to the account from which they came.

Trust reporting rules

If we have agreed with you to set up and maintain a separate trust investment or designated trust account, and the separate trust investment or designated trust account exists for three months or more, we will be required under the Income Tax Act (Canada) and, if applicable, the Taxation Act (Québec), despite our duty of confidentiality as described in paragraph 7.1, to:

You will comply with all requests for the required information and provide us with accurate and complete information to complete the T3 tax return and, if applicable, the TP-646-V return, in respect of any separate trust investment or designated trust account we maintain for you. Further, you consent to us reporting the required information to, and filing the T3 tax return with, the Canada Revenue Agency and, if applicable, reporting the required information to, and filing the TP-646-V return with, Revenu Québec.

Any costs we are required to pay, including to prepare and file a T3 tax return and, if applicable, a TP-646-V return, in respect of any separate trust investment or designated trust account we maintain for you, will be your sole responsibility.

The laws relating to our obligation to provide the required information and file the T3 tax return and, if applicable, the TP-646-V return, do not apply to funds deposited into our general trust account. If you have any questions about the application of these laws to you, please speak with the professional responsible for any matter in which funds may be deposited into a separate trust investment or designated trust account.

¹ A tax identification number or TIN includes a social insurance number, a business number, an account number issued to a trust and, for a jurisdiction other than Canada, a TIN (or functional equivalent) used in that jurisdiction to identify an individual or entity.

Electronic billing

3.12

If we have agreed with you to send you invoices electronically, you waive your rights to have the invoice signed by us and delivered personally, sent by mail, or left at your address.

4.

TERMINATION OF INSTRUCTIONS

4.1

You may terminate our retainer at any time and for any reason.

4.2

We may terminate our work for, or retainer with you if:

We will not cease to act for you without good reason and we will try to provide you with reasonable notice where appropriate.

4.3

You will remain responsible for all fees and disbursements up to the date of termination and for any fees and disbursements incurred on the transfer of your work to another firm (if applicable). Once we have sent or given you an invoice or otherwise notified you in writing of the fees and disbursements owing to us, we are entitled to payment and may use any of your money held in our trust account for this purpose. We are also entitled to keep deeds, documents and any other items we may hold for you until our fees and disbursements are paid.

5.

DOCUMENTS

Electronic mail

5.1

Unless you let us know otherwise, we will use e-mail to communicate with you. However you acknowledge that e-mail is not completely secure or confidential, and agree to that risk. We do not routinely encrypt e-mails.

Extranet

5.2

The services and information we make available via the internet (e.g., extranets and deal rooms) may be subject to separate agreements covering their terms of use.

Copyright

5.3

Unless we agree otherwise, we retain the copyright in any documents we prepare for you. You may use such documents only for the purposes for which they were prepared for you.

6.

DIVERSITY, EQUITY AND INCLUSION

We are committed to embedding diversity, equity and inclusion in all our dealings with clients, third parties and employees.

7.

CONFIDENTIALITY

7.1

The information we receive from you will, of course, be kept confidential except to the extent you agree otherwise, including as permitted by paragraph 7.2, or where we are required to disclose it by law or our ethical and professional rules. We owe the same duty of confidentiality to all our clients, and it may be that while acting for another client we have received information that may be material to the job we are doing for you. You understand and acknowledge that we are nevertheless unable to disclose that information to you.

7.2

We will share your contact details, and those of your staff with whom we have contact, with other members of Gowling WLG International Limited and their affiliates ("Gowling WLG Entities") in order to provide you with information relevant to your business, and to ensure your continuous access to publications, events and news in areas of interest to you. Where your employees supply their contact details to us, we will only use that personal data in accordance with our Privacy Policy or as otherwise consented to by them.

7.3

We will not exchange information that will result in waiver or loss of any client privilege with other Gowling WLG Entities. Otherwise, you agree that we may exchange your information (including personal data) with other Gowling WLG Entities, including for the purposes of conflict checking, compliance, financial planning, billing, business development and matter management. Arrangements are in place among all Gowling WLG Entities to protect the confidentiality of the information exchanged in the same manner that we maintain the confidentiality of your information.

7.4

We will rely on you to make sure all officers, employees and agents of your organisation who give us instructions are properly authorized to provide instructions to us so that we may act on their instructions without reference to anyone else. However, if you have any special requirements (e.g., if we are to accept, or not to accept, instructions from any one person or to inform a particular person before acting on any instructions) or if you require us to follow any procedures to ensure confidentiality within your organisation, please let us know.

7.5

In order to provide you with the most efficient service, certain business support tasks may be carried out other than by employees of Gowling WLG (Canada) LLP, and client information may be disclosed to the extent required for that purpose. We have put in place appropriate safeguards to ensure the confidentiality of your information.

8.

DATA PROTECTION

We will use any contact information that you provide to us to provide legal services to you, to keep our client records up to date, analyse and help us manage our practice, for statutory returns and legal and regulatory compliance. We may also use the your contact information to keep you up to date on legal developments and other services which we offer (which may involve providing this information to third parties we work alongside, such as where we are co-ordinating joint seminars). Receipt of such communications is not a condition of service, and you can unsubscribe at any time. Our work for you may occasionally require us to disclose your information to other third parties, including other members of Gowling WLG International Limited, the Canada Revenue Agency and, if applicable, Revenu Québec, as required by paragraph 3.11, and other professional advisors or expert witnesses. Where any such third parties are not bound by existing duties of confidentiality we will ensure that appropriate steps are taken to ensure confidentiality. If we intend to use this information you provide to us for any other reason, we will ask your permission before we do so, unless doing so is not required or permitted by applicable law.

9.

LAWYERS IN OTHER JURISDICTIONS

9.1

We (that is, the offices of Gowling WLG (Canada) LLP and its affiliates) are qualified and authorized to advise only in relation to the laws of Ontario, Québec, Alberta and British Columbia and the federal laws of Canada applicable in these provinces. We cannot therefore provide advice in relation to the laws of any other jurisdiction. However, where you require advice in a jurisdiction in which one of the member law firms of Gowling WLG International Limited or an affiliate has an office, that advice can readily be obtained in respect of the laws of that jurisdiction.

9.2

It may be appropriate for us to instruct lawyers, on your behalf, in foreign jurisdictions from time to time where we do not have offices or affiliated offices while we are providing services to you. While we are happy to instruct or assist you in identifying appropriate foreign qualified lawyers for appropriate transactions, in relation to the involvement of foreign qualified lawyers you will appreciate that we cannot accept any liability in respect of the advice provided by the foreign qualified lawyers to you (whether or not that advice is routed through us).

9.3

We will instruct a foreign qualified lawyer on your behalf only after we have discussed the basis of appointment with you. The payment of the fees of the foreign qualified lawyers will be your responsibility and not the responsibility of Gowling WLG (Canada) LLP. Invoices from the foreign qualified lawyers will be addressed to you.

10.

MEDIA INTEREST

10.1

Your choosing us, either for a specific piece of work or as part of a panel, may be of interest to the legal media. Experience has taught us that managing this process effectively can result in positive coverage for both of us. We will contact you as and when appropriate to ask for your approval for the issue of a press release.

10.2

We would like to make reference to the fact that you are a client, and to the work we do with you, on our website, in submissions to directories, in promotional literature and in discussions with potential new clients. We will contact you to ask for your approval in this regard, unless our involvement is already public knowledge.

11.

GENERAL

11.1

Our Engagement Letter plus these Terms of Business contain the entire agreement between you and us. Neither of us will have any claim against the other for misrepresentation, unless that misrepresentation was made fraudulently.

11.2

If any term or provision or part of any term is held to be invalid for any reason, that invalidity will not affect the rest of the retainer.

11.3

In the case of Gowling WLG (Canada) LLP, the law of the province in which the professional signing our Engagement Letter primarily practises and the federal law of Canada applicable in that province apply to these Terms of Business.

11.4

Any matter, dispute or claim arising out of or in connection with these Terms of Business will be subject to the exclusive jurisdiction of the courts of the province referred to in the previous paragraph. However, you agree that we have sole discretion to commence proceedings against you in another jurisdiction concerning any matter, dispute or claim arising out of or in connection with our retainer with you.

11.5

If we transfer all or substantially all our businesses to another firm (the "Successor Entity") our engagement with you will not automatically terminate by reason of the transfer. You agree that the Successor Entity is automatically appointed by you so that continuity of service can be provided to you.