Gowling WLG (Canada) LLP and Affiliates
Terms of Business

1.

TERMS

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 Quebec, the Law Society of British Columbia, the Law Society of Alberta and the Russian Federation 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” or “our” 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 bills are payable in Canadian dollars, or other agreed currency, on receipt. Bills issued by our affiliate, Gowling WLG (International) Inc. are payable on receipt, in US dollars, or other agreed currency.

3.2

All payments are to be made to us by cheque or wire drawn in the currency in which our bill is issued (or such other payment method or currency as we agree with you in writing). Applicable taxes will be added to our fees, disbursements (amounts we pay or are required to pay to a third party on your behalf), and internal charges (including charges for telephone costs, in-house photocopying and printing, online library searches and research, and corporation searches. Please note that these charges include an element of profit costs and will be billed as such.)

Tax Withholding

3.3

Except as may be required by law, all fees, internal charges 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, internal charges 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, Disbursements and Internal Charges

3.4

We may ask you to pay a sum in advance for our fees and any disbursements and internal charges. 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 or in the Russian Federation will be held to be used as a credit on your file. The amount paid in advance may then be used to pay future bills 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 bill on any amounts not paid within one month of the date on the bill issued to you.

3.7

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

Disbursements and Internal Charges

3.8

We will ask for payment of disbursements and internal charges incurred in working for you. We will add these to your bill, or in some cases we may send you a bill for disbursements and internal charges 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 or in the Russian Federation is held in an account on your behalf. 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.

Electronic Billing

3.11

If we have agreed with you to send you bills electronically, you waive your rights to have the bill 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:

4.2.1

the job is finished;

4.2.2

any interim or final bill remains unpaid for more than 30 days after the date it is issued to you (or such other period expressly agreed with you);

4.2.3

we consider that it is not in our mutual best interests for us to continue to act for you;

4.2.4

you decide not to instruct us any longer;

4.2.5

you become or we consider it likely that you will become insolvent or, in our reasonable opinion, you will have difficulty in paying us in accordance with our terms; or

4.2.6

we consider that we are unable to continue to act for professional reasons such as a conflict of interest arising, or your instructions are unlawful, unethical or impractical.

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

EQUALITY AND DIVERSITY POLICY

6.1

We are committed to promoting equality and diversity in all of 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, or 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. It may be that, while acting for another client, we have received information which might 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 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.

7.3

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 or Gowling WLG (International) Inc., as the case may be, 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

8.1

We will use any personal information that you provide to us (“Personal Information”) 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 Personal Information to keep you up to date on legal developments and other services which we offer (which may involve providing some Personal Information to third parties we work alongside, such as where we are co-ordinating joint seminars). Our work for you may occasionally require us to disclose Personal Information to other third parties, including other members of Gowling WLG International Limited, 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 Personal Information you provide to us for any other reason, we will ask your permission before we do so.

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, Quebec, Alberta and British Columbia and the federal laws of Canada applicable in these provinces and the laws of the Russian Federation. 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 or Gowling WLG (International) Inc, as the case may be. 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 in order 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. In the case of Gowling WLG (International) Inc., the law of Ontario 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 of 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.