[Client Name], [Client Address]; [Client Email]; [Client Phone].

We have conducted a conflict of interest check in accordance with the Rules of Professional Conduct of the Law Society of Ontario and are satisfied that no conflict exists that would prevent us from acting for you in this matter. If a conflict arises during the course of our engagement, we will notify you immediately and take appropriate steps in accordance with our professional obligations.

In accordance with the Law Society of Ontario’s By-Law 7.1, you will be required to verify your identity before substantive legal work begins. As a virtual law firm, identity verification is conducted through Stripe Identity, a secure digital verification service that meets regulatory requirements for client verification.

You will be asked to present a valid, non-expired government-issued photo identification document. Examples of acceptable documents include:

• Federal: Canadian passport, Permanent Resident card, Citizenship card (issued prior to 2012), or Secure Certificate of Indian Status
• Provincial or territorial driver’s licence from any Canadian jurisdiction
• Provincial or territorial photo identification card from any Canadian jurisdiction, including the Ontario Photo Card (a non-driver photo ID issued by ServiceOntario, available to Ontario residents who do not hold a current driver’s licence)
• Foreign equivalents: A foreign government-issued photo identification document is acceptable if it is equivalent to a Canadian issued document

This is not an exhaustive list. Photo identification documents issued by a municipal government, whether Canadian or foreign, are not acceptable. The Ontario Health Card (OHIP) is also not accepted, as Ontario privacy law prohibits the use of an individual’s health card for verification purposes.

Stripe Identity does not permanently retain your identification document beyond the verification process. Entcounsel independently maintains a record of the verification — including the type of document presented and the date of verification — in our secure file system for the period required by the Law Society of Ontario.

This engagement is for the client named above only. Entcounsel does not represent any other party in connection with this matter, and in particular, we are not acting for any of your directors, officers, or shareholders. If a conflict of interest arises involving another party, you will be notified immediately and the appropriate steps will be taken in accordance with the Rules of Professional Conduct.

If two or more clients (such as artist couples, collectives, partners, or co-owners) wish to be represented jointly under this engagement letter, joint representation is permitted only with the informed written consent of each client and only where their interests are aligned, in accordance with Rules 3.4-2 and 3.4-5 of the Rules of Professional Conduct of the Law Society of Ontario. By agreeing to joint representation, each client acknowledges and agrees that:

• No client receives preferential treatment over another;
• There can be no confidentiality between joint clients with respect to the matter — information shared by one client with Entcounsel may be shared with the other client(s);
• If a conflict of interest arises during the joint representation, Entcounsel may be required to withdraw from acting for one or both clients;
• Fees and disbursements are shared equally between joint clients unless otherwise agreed in writing;
• Each client has the right to seek independent legal advice before consenting to joint representation.

This engagement letter is the master framework that governs all current and future legal services provided by Entcounsel to the Client. It is intended to be signed once and to remain in effect for the duration of the lawyer-client relationship.

The scope of each legal matter is defined in a separate quote issued through the Entcounsel client portal. Each quote specifies the services, applicable fees, expected timeline, key steps and responsibilities, fee assumptions, and any other matter-specific conditions. Upon acceptance and payment of a quote through the portal, the scope of work, fees, and terms described therein are automatically incorporated into this engagement letter by reference, as if fully set out herein. New matters do not require a new engagement letter — only the acceptance of a new quote.

The current list of accepted quotes and active matters governed by this engagement letter is available at any time in the client portal at portal.entcounsel.com.

You agree to authorize us and any other lawyers we deem necessary to assist with each file to act for you in this engagement. The parties agree to use good faith reasonable efforts to keep costs and times to a reasonable level. Matter description: [Matter Description].

Only the specific services described in an accepted quote are included in each engagement. Any additional legal services required beyond the stated scope will be discussed with you and confirmed through a separate quote issued via the client portal.

Limited scope retainer. By signing this engagement letter, you provide your informed consent to a limited scope retainer covering only the matter described in the accepted quote. You acknowledge that (a) Entcounsel is not your lawyer for any matter other than the one described in the accepted quote; (b) upon delivery of the work product for that matter, the engagement is concluded and Entcounsel is no longer your lawyer for any purpose unless and until you accept a new quote; (c) no ongoing or general retainer is created; and (d) Entcounsel may represent other clients in matters concurrent with or subsequent to this engagement, in accordance with the Rules of Professional Conduct of the Law Society of Ontario. You have been advised of your right to seek independent legal advice about the limited scope of this engagement before signing.

Right to independent legal advice. You have the right at any time to seek independent legal advice about the terms of this engagement, the scope of the services, the fees, or any other aspect of the lawyer-client relationship. Entcounsel encourages you to exercise this right if you have any concerns or questions before signing. Your signature on this engagement letter confirms that you either have sought independent legal advice or have chosen to proceed without doing so after having had a reasonable opportunity to consider it.

Entcounsel bills for legal services after the work has been performed, in accordance with By-Law 9 of the Law Society of Ontario. Entcounsel does not require advance retainers held in trust and does not maintain a client trust account for the purpose of holding general retainers.

Fees for this engagement may be calculated on one or more of the following bases, as set out in your accepted quote:

• Hourly rate: Time spent on the matter is billed at [Hourly Rate] per hour, exclusive of disbursements and applicable taxes.
• Flat fee (also called a block fee): A fixed amount for a defined scope of work, quoted and agreed in writing before the work begins. A flat fee is earned by Entcounsel as the services are performed under the accepted quote. If the engagement is terminated before the work is complete, Entcounsel will render an account for work performed to the date of termination.
• Contingency fee: Where permitted and agreed in writing, fees may be calculated as a percentage of the amount recovered, subject to the Solicitors Act and the Rules of Professional Conduct.

HST is added to all fees where applicable. Entcounsel HST Registration Number: [HST Number]. Disbursements and third-party costs are billed in addition to legal fees and are itemized on each account.

Accounts are rendered through the secure client portal and are payable upon receipt by credit card, debit card, or electronic bank transfer. Entcounsel does not accept cash or cheques.

Any advice we provide will be directed solely to you as our client and solely for the purpose for which we were instructed. Our advice may not be used or relied upon for any other purpose or by any person other than you without our express prior written agreement. We are entitled to retain deeds, documents, and any other items we may hold for you until our fees, disbursements, and charges are paid.

The specific services and fee amounts for your matter are set out in the quote you accepted:

• [Services and flat fees from your accepted quote]

Accounts will be rendered [billing frequency — e.g., monthly or on completion]. In accordance with Rule 3.6-1.1 of the Rules of Professional Conduct, you will receive a written statement of account at least every six months during the course of this engagement and at its conclusion.

You agree to pay each invoice immediately upon receipt. Late penalties and interest will accrue on overdue amounts as set out below.

Accepted Payment Methods

All payments are processed through the secure client portal. Entcounsel accepts credit card, debit card, and electronic bank transfer. Entcounsel does not accept cash or cheques. This policy supports our compliance with anti-money laundering obligations and ensures a clear, auditable record of all transactions.

Accounts rendered by Entcounsel are payable upon receipt. Accounts unpaid for more than 30 days from the date of invoicing will bear interest at the Bank of Canada overnight rate plus 3%, calculated on an annualized basis, in accordance with the Solicitors Act, R.S.O. 1990, c. S.15.

The costs and expenses we incur for any engagement (including disbursements paid or required to be paid to a third party by us on your behalf) will be included in the accounts we provide to you, along with our legal fees. Such disbursements and costs may include, but are not limited to, fees for filing and serving court documents, government fees for trademarks and copyrights, messenger, courier, and postal services, process servers, photocopying and other reproduction costs, investigation expenses, transcripts, and travel costs if required, such as parking, mileage, transportation, meals, and hotel costs, private mediation and expert witness fees. These include charges for telephone costs, in-house photocopying and printing, and flat fees for online searches and online research.

You acknowledge that the best results will be obtained if there is full and candid disclosure between lawyer and client. You agree to disclose all relevant facts and documents to Entcounsel, to keep all notes and records requested, and to sign all necessary releases of information requested. Entcounsel will protect your information as confidential, except to the extent necessary to advance your interests in this matter or as otherwise agreed between the parties, and will keep you informed of developments in the matter and seek your instructions whenever applicable.

Any dispute regarding fees and disbursements may be reviewed by an officer of the court, including an assessment by the Superior Court of Justice. You are entitled to apply for an appointment for an assessment within 30 days of the delivery of any account from Entcounsel. After 30 days, you may bring an application to the Superior Court of Justice under the Solicitors Act to seek an order for assessment. After one year, such an application can only be obtained with proof of special circumstances.

To enable Entcounsel to deliver legal services effectively, you agree to:

• Respond promptly to requests from Entcounsel for information, instructions, or documents;
• Provide accurate and complete information and notify Entcounsel of any material changes;
• Keep your contact information current in the client portal;
• Review drafts and other work product within reasonable timeframes;
• Cooperate with identity verification, conflict checks, and any other regulatory requirements;
• Pay invoices in accordance with the billing terms set out in this engagement letter.

Delays caused by failure to meet these obligations may affect the timeline, scope, and cost of the engagement, and may be grounds for withdrawal.

At all times you shall have the right, with or without cause, to terminate our services by giving us written notice to that effect and making arrangements for the payment of our fees and expenses. We reserve the right to terminate our services at any time, with or without cause. We would expect to withdraw under the following circumstances:

• If you fail to cooperate with us in any reasonable request or demonstrate that you have lost confidence in us;
• If continuing to act would be unethical, impractical, or could lead to a breach of the Rules of Professional Conduct of the Law Society of Ontario;
• If this agreement is breached in any way;
• If the work is completed;
• If any interim or final bill remains unpaid for more than 30 days after the date it is issued, or such other period as expressly agreed upon by you;
• If we consider that it is not in our mutual best interests for us to continue to act for you;
• If you decide not to instruct us any longer;
• If you become, or we reasonably consider it likely that you will become, unable to pay our fees in accordance with our terms; or
• If we consider that we are unable to continue to act for professional reasons such as a conflict of interest, or where your instructions are unlawful, unethical, or impractical; or
• If we reasonably suspect that the matter involves proceeds of crime, terrorist financing, or other unlawful activity.

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

If this agreement is terminated, Entcounsel retains the right to a solicitor’s lien on your file and will only release the file to a new lawyer upon satisfactory payment of all outstanding fees, disbursements, and expenses. Upon withdrawal, reasonable notice will be provided and all client documents will be made available to you or successor counsel in accordance with Rule 3.7-8 of the Rules of Professional Conduct.

If you are no longer our client: If you are no longer our client, we may represent clients whose interests are adverse to yours in any matter other than one on which we have represented you. However, we will continue to protect your relevant confidential information from our prior retainers with you.

All communications between you and Entcounsel in connection with this engagement are protected by solicitor-client privilege. This means they cannot be disclosed to any third party without your consent, and cannot be compelled by government authorities in most circumstances. This privilege survives the termination of the retainer and does not expire.

Please treat all matters and correspondence between us as confidential. Do not share our legal advice, opinions, or work product with third parties without consulting us first. The absence of a “Privileged and Confidential” marking on any communication does not mean that privilege does not apply.

The information we receive from you will be kept confidential except to the extent you agree otherwise, or we are required to disclose it by law or our professional obligations. We owe the same duty of confidentiality to all our clients.

Acting adverse to you: While you are a client, we will not represent another client whose interests conflict with yours in this matter unless you provide written consent. After you cease being a client, we may represent other clients whose interests may be adverse to yours in unrelated matters, provided we continue to protect your confidential information.

To whom duties are owed: Our confidentiality and conflicts duties are owed only to you and not to related corporations or individuals. Limited client information (names and nature of engagements, without substantive content) may be used internally for conflict checking purposes only.

If you are an organization, please ensure that all persons who give us instructions are properly authorized to do so. If you have specific confidentiality requirements within your organization, please let us know.

Entcounsel operates as a fully virtual law firm. We do not maintain a physical office for client meetings. All client interactions, document exchanges, and meetings take place through the secure client portal and via video conference or telephone, which allows us to serve clients across Ontario efficiently and securely.

All communications regarding this matter will occur through the secure client portal at portal.entcounsel.com. Email notifications will be sent for new messages, documents, and status updates. The typical response time is 2-3 business days. Urgent matters should be flagged as such in the portal.

Entcounsel will provide proactive status updates on active matters at least every 30 days, or at the completion of each key step (whichever comes first). You may also request a status update at any time through the client portal.

Authorized Third Parties: If you wish to authorize Entcounsel to communicate about this matter with a specific third party (such as a spouse, business partner, accountant, or agent), please notify us in writing through the client portal. Entcounsel will not discuss your matter with anyone other than you (or your authorized representatives) without your express written consent.

Email Security Notice: Please be aware that email communication is not fully secure and may be subject to interception. By proceeding with this engagement, you consent to electronic communication through both the secure portal and email. Sensitive documents will be shared through the encrypted client portal whenever possible.

We will use any personal information that you provide to us (‘Personal Information’) to provide legal services to you, maintain our client records, analyze and manage our practice, and ensure statutory returns and legal and regulatory compliance. We may also use the Personal Information to keep you informed about legal developments and other services we offer. Where third parties are not bound by existing duties of confidentiality, we will take appropriate steps to ensure confidentiality. If we intend to use Personal Information you provide to us for any other purpose, we will seek your permission beforehand.

Entcounsel collects, uses, and discloses your personal information in accordance with the Personal Information Protection and Electronic Documents Act (PIPEDA) and applicable provincial privacy legislation. You have the right to access, correct, and request deletion of your personal information, subject to legal retention obligations. Data access requests can be submitted through the Privacy section of your client portal. Requests will be responded to within 30 days.

Upon completion of this 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. After the applicable retention period, the file may be destroyed by secure digital deletion and/or shredding without further notice. Original documents provided by the client will be returned upon request at the conclusion of the matter. You have the right to retrieve your original documents at any time before the file is destroyed.

Files may be stored off-site or in secure cloud storage. If you request documents from off-site stored files after the matter has concluded, an administrative fee may apply for retrieval.

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

For greater certainty, 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 engagement transfers any ownership of your intellectual property to Entcounsel. Our work is to protect and advance your intellectual property rights, not to acquire them.

During the course of our work, we will provide you with originals or copies (which may include electronic copies) of documents as needed. Copies will be retained in our files.

File Ownership. The file (including correspondence, documents you have provided, and documents prepared on your behalf) belongs to you and will be made available to you upon request. Entcounsel’s working notes, internal memoranda, draft research, and other internal work product remain the property of Entcounsel.

Marketing and Publicity. Entcounsel will not use your name, logo, brand, image, or any details of your matter in case studies, testimonials, marketing materials, social media, website content, or other publicity without your prior written consent. This restriction does not prevent Entcounsel from disclosing the existence of an engagement (without substantive details) for the purpose of conflict checks, regulatory reporting, or as required by law.

Entcounsel’s total liability in connection with any matter under this engagement shall not exceed the fees actually paid by you for the specific legal service giving rise to the claim. This limitation does not apply to liability arising from gross negligence, fraud, or breach of fiduciary duty, and does not limit any obligations imposed by the Law Society of Ontario or applicable law.

You agree to indemnify and hold harmless Entcounsel from any claims, losses, costs, or liabilities arising from:

• False, misleading, or materially incomplete information provided by you in connection with this engagement;
• Claims brought by third parties who rely on legal advice provided to you, where such reliance occurred without Entcounsel’s prior written consent;
• Your decision not to follow legal advice provided, or actions taken contrary to such advice;
• Actions taken by you independently of Entcounsel’s advice that adversely affect the outcome of a matter; and
• Non-payment of fees resulting in Entcounsel’s withdrawal from representation, where losses arise from the interruption or cessation of legal services.

Entire Agreement

This agreement expresses the parties’ entire understanding concerning the matters covered herein and supersedes any prior agreements relating to its subject matter. It cannot be modified except in writing signed by each party. If any provision is held invalid or unenforceable, it shall be severed from this agreement and the remaining provisions shall not be affected.

Related Documents

By signing this engagement letter, you acknowledge that you have read and agree to be bound by Entcounsel’s Terms and Conditions and Privacy Policy, which are incorporated into this engagement letter by reference. In the event of any conflict between this engagement letter and the documents referenced above, this engagement letter governs with respect to the specific matter being undertaken.

Changes to Incorporated Documents

Entcounsel may update its Terms and Conditions, Privacy Policy, and any other documents incorporated by reference from time to time as required by changes in law, professional obligations, or operational needs. The current version of each document will always be available at the corresponding URL on entcounsel.com. Material changes affecting an active engagement will be communicated through the client portal. Continued use of the portal or services after notice constitutes acceptance of the updated documents.

Audit Trail and Certificate

Once signed, this engagement letter and a signing audit certificate (including signature timestamps, signer IP address, and document hash) will be available in your client portal at portal.entcounsel.com under the corresponding matter.

Professional Conduct Prevails

All legal services provided under this engagement are subject to the Rules of Professional Conduct and By-Laws of the Law Society of Ontario. In the event of any conflict between any term of this engagement letter and Entcounsel’s professional obligations under those Rules and By-Laws, the Rules and By-Laws shall prevail.

Referrals and Outside-Scope Matters

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

Concerns or Complaints

If you have any concerns about the quality of our services or the conduct of any lawyer at Entcounsel, we encourage you to raise them with us directly so we can address them promptly. Nothing in this engagement letter restricts your right to raise concerns with the appropriate regulatory authorities or to seek assessment of any account under the Solicitors Act, R.S.O. 1990, c. S.15.

Governing Law and Jurisdiction

This agreement is governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein. Entcounsel is licensed to practise law in Ontario only and cannot provide legal advice on matters governed by the laws of other jurisdictions without appropriate arrangements. Any disputes arising under this engagement will be resolved by the courts of Ontario.

No Ongoing Obligation

Upon completion of a matter, Entcounsel has no ongoing obligation to monitor changes in law, regulations, or circumstances that may affect the advice previously provided. If you require updated advice, please submit a new request through the client portal.

Scope of Advice

Any legal question, issue, or request that falls outside the scope of an accepted quote constitutes a new matter and will require a separate quote. Informal questions posed during meetings or via messages may not constitute legal advice unless confirmed in writing. Legal advice, opinions, and work product are provided solely for the benefit of the named client. No third party may rely on Entcounsel’s advice, opinions, or work product without Entcounsel’s prior written consent, and Entcounsel disclaims all duty of care to any non-client who relies on its work without that consent.

Recording Consent

Meetings conducted via video conference or telephone may be recorded for quality assurance and file documentation purposes. By participating in a meeting, you consent to recording. All recordings are treated as confidential solicitor-client communications.

Service Delay or Interruption

Entcounsel is not liable for delays or inability to provide services due to circumstances beyond reasonable control, including illness, technology failures, natural disasters, or other force majeure events. Reasonable efforts will be made to notify affected clients and reschedule as soon as practicable.

No Guarantee

Legal matters often 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 for your claims, or that opposing parties will accommodate demands.

Electronic Signature

The parties agree that electronic signatures shall have the same legal effect as original signatures in accordance with the Electronic Commerce Act, 2000 (Ontario). By signing this letter electronically, you confirm the terms of this engagement.