The solicitor-client relationship is formed exclusively between you and Entcounsel (Vandana Taxali). CARFAC Ontario is not a party to, and has no role in, the solicitor-client relationship. All communications between you and your lawyer are protected by solicitor-client privilege, which CARFAC Ontario cannot access, waive, or override.

Entcounsel operates as an independent legal practice and is not engaged as an employee of, or in a partnership, joint venture, or agency relationship with, CARFAC Ontario.

Legal services provided through the Program are limited to brief, non-litigation legal services related to the practice, profession, and presentation of visual arts in Ontario, including but not limited to:

• Contract review and drafting (gallery agreements, licensing, commissions)
• Copyright and trademark advice and protection
• Intellectual property consultations
• Artist-gallery and artist-institution dispute resolution (non-litigation)
• Licensing and reproduction rights
• Cease and desist letters
• AI platform terms of service review
• General legal consultations on arts-related matters
• Negotiations and advocacy on behalf of artists
• Rights assessments

Not included. The Program does not include litigation, tribunal proceedings, court applications, enforcement actions, or extended legal representation. If litigation or extended representation is required, you and Entcounsel may agree to engage in such services outside the scope of the Program through a separate engagement agreement that does not involve CARFAC Ontario.

Remote delivery. All legal services are delivered remotely (e.g., phone, video conference, email, client portal) unless other arrangements are made between you and Entcounsel.

The specific scope of each legal matter will be defined in a quote issued through the Entcounsel client portal. Upon your acceptance of a quote, the scope, fees, and terms described therein become part of your engagement letter.

No guarantee of outcome. Legal matters involve uncertainty and risk. No assurance can be given that a particular outcome, result, or objective can be achieved. There is no guarantee that you will recover damages or other funds, or that opposing parties will accommodate demands. This applies to all legal services provided through the Program.

Vandana Taxali shall perform all legal services in accordance with the standard of care reasonably expected of a lawyer licensed to practise in Ontario, acting competently and in good standing under applicable professional rules, including the Rules of Professional Conduct of the Law Society of Ontario.

Entcounsel may engage other lawyers, articling students, or legal professionals as needed to support the delivery of legal services through the Program. Vandana Taxali remains responsible for all legal services provided under her supervision.

All conflict-of-interest determinations shall be made exclusively by Vandana Taxali in accordance with the Rules of Professional Conduct. Intake approval, eligibility screening, or program participation decisions by CARFAC Ontario do not bind Vandana Taxali, who may decline or withdraw from representation at any time for professional reasons.

CARFAC Ontario shall not describe, summarize, or characterize the scope, availability, or outcomes of legal services under the Program, and shall not make representations that could reasonably be interpreted as legal advice or guarantees of legal outcomes. CARFAC Ontario shall clearly identify Vandana Taxali as independent legal counsel in all Program communications.

If you have questions about your legal matter, need an update on your file, or want to discuss any aspect of your representation, please contact Entcounsel directly. We are here to support you throughout your engagement.

For matters relating to program administration, membership, or intake coordination, CARFAC Ontario is happy to assist. For anything relating to the legal services themselves, Entcounsel is your point of contact and will address your inquiry promptly.

CARFAC Ontario does not provide legal services and does not engage in the practice of law. CARFAC Ontario has no liability whatsoever for the legal services provided through the Program, including but not limited to:

• The quality, timeliness, or outcome of any legal advice or representation provided by Entcounsel
• Any act or omission of Vandana Taxali or any lawyer engaged by Entcounsel in connection with the Program
• Any loss, damage, or expense arising from or in connection with legal services received through the Program
• Any decision by Entcounsel to decline, withdraw from, or limit the scope of representation

CARFAC Ontario facilitates access to legal services for its members but does not control, direct, or assume responsibility for the outcome of those services. Legal services provided for, or actions taken on behalf of, members through this Program are provided by Vandana Taxali, not by CARFAC Ontario.

Indemnification. You agree to indemnify, defend, and hold harmless CARFAC Ontario, its directors, officers, employees, agents, and volunteers from and against any and all claims, demands, actions, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising out of or in connection with: (a) the legal services provided by Entcounsel through the Program; (b) any dispute between you and Entcounsel regarding the quality, scope, or outcome of legal services; or (c) any breach of this agreement by you.

Limitation of liability. In no event shall CARFAC Ontario's total liability to you in connection with the Program exceed the amount of any Administrative Fee paid by you to CARFAC Ontario, if applicable. CARFAC Ontario shall not be liable for any indirect, incidental, consequential, special, or punitive damages of any kind arising from or related to the Program or the legal services provided thereunder.

Release. By receiving legal services through the Program, you release and forever discharge CARFAC Ontario, its directors, officers, employees, agents, volunteers, successors, and assigns from any and all claims, demands, actions, causes of action, damages, losses, costs, and expenses of any kind, whether known or unknown, foreseen or unforeseen, arising out of or in connection with the legal services provided by Entcounsel through the Program.

This release applies to claims of any nature, whether arising in contract, tort, statute, equity, or otherwise, to the fullest extent permitted by applicable law.

Survival. This release and the indemnification obligations set out in Section 5 shall survive the termination or expiry of this agreement, the termination of the Program, and the conclusion of any legal services provided through the Program, and shall continue in full force and effect in perpetuity.

Waiver of future claims. You acknowledge that this release extends to claims that may arise after the date of this agreement, including claims arising from acts, omissions, or events that are not yet known or anticipated. You expressly waive any right to assert that this release does not extend to claims that were unknown or unanticipated at the time of entering into this agreement.

Acknowledgment. You acknowledge that you have read and understood this release, that you have had the opportunity to seek independent legal advice regarding its terms, and that you are entering into this release voluntarily and with full knowledge of its significance.

Binding effect. This release and the obligations set out in this agreement shall be binding upon you and your heirs, executors, administrators, successors, and assigns.

For greater certainty, nothing in this release restricts your right to raise concerns directly with the Law Society of Ontario or other appropriate regulatory bodies regarding the conduct of any lawyer.

By participating in the Program, you consent to Entcounsel sharing the following limited information with CARFAC Ontario for program reporting and rate verification purposes:

• Your full name and contact information (email, phone)
• The type of legal service provided (e.g., contract review, consultation)
• The fee charged and whether a special rate was applied
• The date and duration of the service
• Your CARFAC membership number for rate verification

Entcounsel will never share the following with CARFAC Ontario:

• The substance or details of your legal matter
• Any documents you provide to your lawyer
• The identity of any opposing parties
• Any communications between you and your lawyer (protected by solicitor-client privilege)
• Your personal financial information beyond the fee charged
• Any notes, strategies, or legal advice provided

Special rates under the Program are contingent upon active CARFAC Ontario membership at the time of service. Entcounsel reserves the right to verify membership status and apply standard rates if membership has lapsed or cannot be confirmed.

The Program is available to artists, students, associates, and institutional members of CARFAC Ontario. Specific terms or rate structures may vary by membership category.

Special rates are part of a pilot project and may change from time to time. For the most current program details and rates, please visit the CARFAC Ontario website and entcounsel.com/terms.

All legal fees charged by Entcounsel are payable directly to Entcounsel. CARFAC Ontario acts solely as an administrative payment processor in connection with the Program and does not receive any referral fee, commission, or percentage-based compensation from legal fees.

CARFAC Ontario may charge members a flat administrative file management fee for the intake and administration of member requests for legal support (the "Administrative Fee"). The Administrative Fee is intended solely to cover CARFAC Ontario's non-legal administrative activities, including file opening and closing, intake coordination, document collection and routing, scheduling, record-keeping, and general administrative support. The Administrative Fee is not a legal fee, is not charged for the provision of legal services, and is not contingent upon or calculated as a percentage of any legal fees charged by Entcounsel.

Disbursements incurred by Entcounsel on your behalf in connection with a specific legal matter are your responsibility and will be discussed and agreed upon between you and Entcounsel.

Fees for legal services rendered through the Program are non-refundable once the services have been provided.

All requests for legal services under the Program must be submitted through the Entcounsel client portal at portal.entcounsel.com. The client portal is owned, controlled, and administered by Vandana Taxali as part of her legal practice infrastructure.

All legal information, documents, and data submitted through the portal will be owned, controlled, and stored by Vandana Taxali, not by CARFAC Ontario. CARFAC Ontario shall not access, review, or store solicitor-client privileged materials, legal advice, legal opinions, or solicitor work product.

Solicitor-client privilege. All communications between you and Entcounsel in connection with your legal matter are protected by solicitor-client privilege. This privilege belongs to you and cannot be disclosed to any third party, including CARFAC Ontario, without your express consent. Solicitor-client privilege survives the termination of the engagement and does not expire.

Confidential information. Entcounsel will treat all information received from you in the course of the engagement as confidential, except to the extent you agree otherwise or disclosure is required by law or professional obligations. This includes the facts of your matter, documents you provide, legal advice given, and any work product prepared on your behalf.

CARFAC Ontario's access limitations. CARFAC Ontario shall not access, review, or store solicitor-client privileged materials, legal advice, legal opinions, or solicitor work product. CARFAC Ontario personnel shall not provide legal advice or exercise legal judgment on behalf of clients. All intake platforms, storage systems, and access permissions related to the Program must be approved in advance by Vandana Taxali.

Administrative support personnel. Where CARFAC Ontario provides administrative personnel to support the Program, such personnel shall be bound by written confidentiality agreements in favour of Vandana Taxali and Entcounsel. Such personnel are limited to non-legal administrative functions and shall not provide legal advice, act on behalf of clients, or access the substance of any legal matter.

Reporting. Any reporting by Entcounsel to CARFAC Ontario regarding the Program shall be aggregated and anonymized. Reports shall not require or include the disclosure of client identities, legal opinions, privileged information, or the substance of any legal matter. Nothing in this agreement obligates Vandana Taxali to disclose client identification or privileged information to CARFAC Ontario.

Data security. Legal information, documents, and data submitted by members through the Program will be owned, controlled, and stored by Vandana Taxali using secure systems. Both parties will agree on the use of technologies, software, and applications for the collection, transmission, and storage of confidential information. Each party shall notify the other without undue delay of any actual or reasonably suspected unauthorized access, use, or disclosure of confidential or personal information relating to the Program.

Survival. The confidentiality obligations set out in this section shall survive the termination or expiry of this agreement, the termination of the Program, and the conclusion of any engagement between you and Entcounsel.

Entcounsel is committed to providing legal services that are informed by and consistent with the standards and guidelines developed by CARFAC for the benefit of visual artists in Canada. When advising on matters involving artist compensation, exhibition fees, reproduction royalties, and professional services, Entcounsel will be guided by the following resources:

• CARFAC-RAAV Minimum Recommended Fee Schedule — the national standard for artist fees, including exhibition royalties, reproduction royalties, and professional services rates
• CARFAC Best Practice Standards — guidelines for professional relationships between artists, galleries, and institutions
• CARFAC Copyright Resources — information on copyright protection for visual artists under Canadian law
• CARFAC Public Art Toolkit — best practices for contract and payment standards in public art commissions
• CARFAC Tools and Templates — contract templates, advisory notes, and professional resources for artists

These resources represent widely recognized national standards for the fair treatment and compensation of visual artists. While the specific terms of each engagement are determined by the applicable engagement letter and the professional judgment of Entcounsel, these guidelines inform the advice and representation provided through the Program.

Entcounsel also acknowledges the unique considerations relating to Indigenous art and cultural expressions and will approach such matters with professional sensitivity, recognizing the limits of existing legal frameworks.

CARFAC Ontario's membership includes both individual artists and institutional or associate members such as galleries, arts organizations, and collectives. Situations may arise where both an artist and an institution with whom the artist has a professional relationship are members of CARFAC Ontario and eligible for services through the Program.

In such cases, Entcounsel will conduct a conflict of interest assessment in accordance with the Rules of Professional Conduct of the Law Society of Ontario. Entcounsel cannot represent both parties in the same matter where their interests conflict or may reasonably be expected to conflict. Where a conflict is identified, Entcounsel will advise the affected parties and, if necessary, decline to act for one or both parties in respect of that matter.

When advising on contracts or negotiations between an artist and a gallery or institution, Entcounsel will be guided by the CARFAC-RAAV Minimum Recommended Fee Schedule and CARFAC Best Practice Standards to promote fair and equitable outcomes consistent with industry standards.

Where a legal matter requires expertise outside Vandana Taxali's scope of practice or professional competence, Entcounsel may, in accordance with the applicable engagement letter and professional obligations, recommend or coordinate with other qualified professionals. Any such involvement shall be governed by a separate engagement between you and such professional.

If you are deemed ineligible for the Program, have expressly requested an independent referral, or are unable to afford services under the Program, CARFAC Ontario may refer you to alternative legal counsel, legal resources, pro-bono summary advice legal clinics, or other legal supports, provided that CARFAC Ontario has first directed you to Entcounsel as the primary legal service option. Any such referral shall be clearly identified as outside the Program.

From time to time, Entcounsel may design, organize, and deliver educational programs for CARFAC Ontario members, including webinars, workshops, and legal information sessions related to artists' professional and legal issues.

The content of such educational programming is under the professional control of Vandana Taxali and does not constitute legal advice provided by CARFAC Ontario. General information provided in educational sessions is not a substitute for legal advice specific to your circumstances.

By participating in the Program, you consent to receiving communications from Entcounsel and CARFAC Ontario by email, SMS, and through the client portal regarding:

• Updates on the status of your legal matter
• Program announcements, updates, and scheduling
• Educational programming and events
• Invoices, quotes, and engagement letters
• Notifications requiring your attention or action

You also consent to the use of electronic signatures for engagement letters and other documents in accordance with the Electronic Commerce Act, 2000 (Ontario). Electronic signatures shall have the same legal effect as original signatures.

You may update your communication preferences or opt out of non-essential communications at any time through the client portal or by contacting carfac@entcounsel.com.

In accordance with the Law Society of Ontario's By-Law 7.1, Entcounsel may require you to provide government-issued photo identification and additional documentation to verify your identity before or during the course of an engagement. This is a regulatory requirement applicable to all legal engagements in Ontario.

All client identification and verification shall be conducted solely by Vandana Taxali as part of her legal practice. CARFAC Ontario shall not conduct, rely on, or make determinations regarding client identification or verification.

Upon completion of a matter, the file will be retained for a minimum of 10 years as required by the Law Society of Ontario. Financial records will be retained for 7 years as required by the Canada Revenue Agency. Full details regarding file retention and destruction are set out in your engagement letter and at entcounsel.com/terms.

Your intellectual property. Your pre-existing intellectual property, including your creative works, trademarks, patents, and other IP assets, remains your sole property at all times. Nothing in this agreement or in the provision of legal services through the Program transfers any ownership of your intellectual property to Entcounsel or CARFAC Ontario. The purpose of the legal services is to protect and advance your intellectual property rights, not to acquire them.

Entcounsel work product. Unless otherwise agreed in writing, Entcounsel retains the copyright and all intellectual property rights in any documents, templates, legal opinions, contracts, and other materials prepared for you. You are granted a non-exclusive licence to use such documents solely for the purposes for which they were prepared.

Program materials. All intellectual property created, developed, or provided by Vandana Taxali in connection with the Program, including legal resources, templates, checklists, educational materials, presentations, workflows, and methodologies, remains the sole property of Vandana Taxali.

Your use of the Program and receipt of legal services is governed by the following documents, listed in order of priority. In the event of a conflict, the higher-priority document prevails:

• Engagement Letter — governs the specific legal matter between you and Entcounsel, including fees, scope, billing, termination, and confidentiality
• Terms and Conditions and Privacy Policy — general terms applying to all users of the website and portal
• This CARFAC Member Legal Services Agreement — program-specific terms for CARFAC Ontario members

In the event of any conflict between this agreement and the Terms and Conditions or Privacy Policy, the Terms and Conditions and Privacy Policy shall prevail. In the event of any conflict between this agreement and your engagement letter, the engagement letter shall prevail with respect to the provision of legal services.

Where no engagement letter has been signed, the Terms and Conditions at entcounsel.com/terms govern the provision of any legal services accessed through the website or portal.

This agreement, as well as the Terms and Conditions and Privacy Policy, may be updated from time to time as the Program evolves or as required by changes in law, professional obligations, or operational needs.

The most current version of this agreement will always be available at entcounsel.com/carfac-agreement. By continuing to request or receive legal services through the Program after any changes are posted, you consent to the updated terms. We encourage you to review this agreement, the Terms and Conditions, and the Privacy Policy periodically.

Where a material change is made, we will make reasonable efforts to notify you through the client portal or by email. Changes will not affect legal services already in progress under an executed engagement letter.

Termination of the Program does not constitute a termination of legal services provided by Entcounsel and shall be governed by the engagement letter between you and Entcounsel.

Entcounsel collects, uses, and discloses personal information in accordance with the Personal Information Protection and Electronic Documents Act (PIPEDA) and applicable provincial privacy legislation. Full details regarding how your personal information is handled are set out in Entcounsel's Privacy Policy and Terms and Conditions:

• entcounsel.com/privacy — Privacy Policy
• entcounsel.com/terms — Terms and Conditions

By participating in the Program, you acknowledge that you have reviewed and agree to be bound by Entcounsel's Privacy Policy and Terms and Conditions, which are incorporated into this agreement by reference.

All legal services provided through the Program are subject to Entcounsel's professional obligations under the Rules of Professional Conduct of the Law Society of Ontario. In the event of a conflict between any term of this agreement and Entcounsel's professional obligations, the professional obligations shall prevail.

Entcounsel may decline to act or cease representation in any matter where, in Vandana Taxali's professional judgment:

• A conflict of interest exists or arises
• Continued representation would not be in accordance with CARFAC guidelines or best practices
• The matter falls outside Entcounsel's scope of competence
• Continued representation would be unethical, impractical, or contrary to the Rules of Professional Conduct
• The member has failed to cooperate or has lost confidence in Entcounsel
• Outstanding fees remain unpaid

Where Entcounsel withdraws from representation, reasonable notice will be provided and the member will be advised of their options, including referral to alternative legal resources where appropriate.

In order to provide you with effective legal services, we rely on your cooperation. By participating in the Program, you agree to:

• Provide accurate and complete information to Entcounsel, including full and candid disclosure of all facts and documents relevant to your matter
• Organize and provide all materials related to your matter in a timely manner, including contracts, correspondence, images, and any other relevant documentation
• Respond to communications from Entcounsel within reasonable timelines so that your matter can progress efficiently
• Follow through on instructions and action items provided by your lawyer
• Treat all Entcounsel and CARFAC Ontario staff with respect and professionalism
• Pay all fees and disbursements in accordance with your engagement letter and accepted quotes
• Maintain active CARFAC Ontario membership in good standing for the duration of any engagement at a special rate
• Notify Entcounsel promptly of any change in your contact information, CARFAC membership status, or any new developments relevant to your matter
• Keep all legal advice, opinions, and work product received from Entcounsel confidential, and not share them with third parties without consulting Entcounsel first
• Sign all necessary releases of information and identification documents as required by law

The quality and timeliness of legal services depends in part on your cooperation and responsiveness. Delays in providing information or responding to communications may affect the progress and outcome of your matter.

Failure to comply with these obligations may result in Entcounsel declining to continue representation or applying standard rates in place of special member rates.

This agreement shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein.

This agreement, together with your engagement letter with Entcounsel, constitutes the entire agreement between you and CARFAC Ontario with respect to the Program. There are no oral, email, or other representations that form part of this agreement unless set out herein.

If any provision of this agreement is held to be invalid, void, or unenforceable by a court or other body of competent jurisdiction, such provision shall be severed from this agreement, and the validity and enforceability of the remaining provisions shall not be affected.

Delay or failure to insist on strict performance of any provision of this agreement shall not constitute a waiver of that provision or any other provision.

For questions about this agreement or the Program, please contact:

Legal services: Vandana Taxali, Entcounsel — carfac@entcounsel.com

Program administration: CARFAC Ontario — carfacontario.ca