CBA TASK FORCE ON CONFLICTS OF INTERESTS CONFLICTS OF INTEREST TOOLKIT

Welcome to the CBA Task Force on Conflicts of Interests Toolkit. These materials provide practical checklists and precedents that are intended to help lawyers to recognize deal with and avoid conflicting interests. These doc!ments complement and s!pplement the in"depth legal disc!ssion and analysis that is in the final #eport and recommendations of the Task Force. What are conflicting of interests? A conflict of interest is an interest that gives rise to a s!$stantial risk of material and adverse effect on the representation. A conflicting interest can arise when% a lawyers self"interest conflicts with the performance of a client retainer &a conflict of d!ty and interest' a lawyers d!ty to another client conflicts with the performance of a client retainer &a conflict of d!ty and d!ty' a lawyers d!ty to another client impairs the lawyers relationship with a client and there$y impairs client representation &a conflict of d!ty with relationship'.

What is it a$o!t a conflict of interest that is so $ad( The answer is )!ite simple. Conflicts can impair effective representation of a client. It is f!ndamental to the lawyer"client relationship that a lawyer $e free of conflicts other than those willingly accepted $y the client. And if a client has reason to )!estion the representation provided $y his or her lawyer the very f!nctioning of o!r legal system is called into )!estion. F!rther the conse)!ences of a conflict of interest for the lawyer can $e severe and costly. They can incl!de% dis)!alification from representation of one or more clients* forfeit!re of fees charged* and the ina$ility to charge for work in progress and other time invested* a damage claim which may incl!de p!nitive damages* em$arrassment and cost in time and money of defending a malpractice claim or investigation.

The co!rts may dis)!alify a lawyer to protect a clients confidential information which m!st $e preserved whether or not there is a conflict of interest. Checking for identifying and avoiding conflicts of interest and ens!ring that a clients confidential information is protected need to $e a part of every lawyers practice. In fact every time yo! have a new client or a new matter for an e+isting client and thro!gho!t the co!rse of any active matter yo! sho!ld $e on the looko!t for the e+istence of a real or potential conflict of

interest and alert to the possi$ility that confidential client information yo! have a$o!t one client may $ar yo! from acting for another. The file management systems !sed $y law firms !s!ally catch conflicts and most lawyers instinctively recognize a conflicts iss!e when it act!ally arises. ,nfort!nately lawyers in a r!sh to please a client co!ld get into tro!$le if they miss the early warning signals of a conflict. The re)!irements for s!ccessf!lly managing conflicts of interest are )!ite $asic% $e aware of yo!r o$ligations* e+ercise good -!dgment* and effectively comm!nicate and doc!ment the decisions yo! make and actions yo! take when dealing with conflicts of interest. The g!idelines checklists and precedents in this Toolkit are designed to assist yo! in achieving this o$-ective.

ACKNOWLEDGE ENT OF SO!RCES

.ike most other lawyers working on drafting endeavo!rs the mem$ers of the CBA Task Force on Conflicts of Interest have drawn on the work others have done $efore !s. We felt it $etter to rely on e+perience and tested approaches knowing that o!r work will in t!rn $e adapted and !sed $y others who will follow !s. We e+press o!r gratit!de to everyone who directly and indirectly contri$!ted to this reso!rce. In terms of information and precedents for professional cond!ct matters and in partic!lar for dealing with conflict of interest iss!es there was a wealth of material from the work of some people we wo!ld like to specifically acknowledge incl!ding% The comments and precedents that came from vario!s CBA mem$er lawyers and law firms* #eso!rces on the .aw /ociety of British Col!m$ias we$site &www.ls$c.org'* #eso!rces on the .AW0#1 &www.lawpro.ca' and practice0#1 &www.practicepro.ca' we$sites incl!ding the 2anaging Conflict of Interest /it!ations $ooklet $y 3aren Bell* 0ractice 2anagement Advisors from vario!s state and provincial $ar associations* and an informal work gro!p of Toronto law firm risk management co!nsel.

We greatly appreciate the assistance we received from three e+pert colleag!es in the ,nited /tates% Anthony 4. 5avis 6inshaw C!l$ertson ..0* William Freivogel &www.freivogelonconflicts.com'* and 0rofessor 7ary A. 2!nneke 0ace ,niversity .aw /chool. We wo!ld also like to recognize and thank Blakes &Toronto and 2ontreal offices' who were instr!mental in the standardization and translation of this Toolkit.

ABO!T T"E TOOLKIT

This precedent is a part of the CBA Conflicts of Interest Task Forces Conflicts 2anagement #eso!rces and Toolkit. An electronic version of this doc!ment is availa$le at www.c$a.org8conflicts. The Toolkit provides lawyers with practical checklists and precedents that are intended to help them recognize avoid and if necessary deal with and avoid conflicts of interest. The Toolkit doc!ments compliment and s!pplement the in"depth legal disc!ssion and analysis of conflicts iss!es that is in the f!ll report and recommendations of the Task Force availa$le at www.c$a.org8conflicts

DISCLAI ER
The information checklists and model agreements and letters provided in this reso!rce are for yo!r consideration and !se when yo! draft yo!r own doc!ments. They are 91T meant to $e !sed :as is;. Their s!ita$ility will depend !pon a n!m$er of factors s!ch as the c!rrent state of the law and practice in each area of law yo!r writing style yo!r needs and the needs and preferences of yo!r clients. The model doc!ments may re)!ire modifications to correspond to c!rrent law and practice. The information and doc!ments provided in this Toolkit are not intended to report esta$lish or create the standard of care for lawyers.

CO#$RIG"T INFOR ATION

< =>>? $y the Canadian Bar Association. All rights reserved. .awyers and law firms may !se and adapt these contents and doc!ments for the operations of their practices and firms. 1therwise no part of this p!$lication may $e transcri$ed reprod!ced stored in any retrieval system or translated into any lang!age or comp!ter lang!age in any form or $y any means mechanical electronic magnetic optical chemical man!al or otherwise witho!t the prior written consent of the Canadian Bar Association.

Ta%le of Contents
7eneral conflicts systems materials Conflicts analysis framework Conflicts of interest systems checklist

:0hantom; clients Checklist for avoiding phantom clients 2odel law firm we$site terms of !se and disclaimer 2odel 0rivacy 0olicy

Tactical conflicts Avoiding tactical conflicts First contact conflicts screening form

Acting for family and friends Beware the dangers of acting for family and friends

9on"engagement and termination of engagement 7!idelines for non"engagement letters 2odel non"engagement letter 2odel termination of mandate letter

4ngagement8retainer letters 2odel engagement letter &long' 2odel engagement letter &short' 2odel :I am not yo!r lawyer; letter

@oint8m!ltiple representations 7!idelines for m!ltiple representations

Waivers Checklist for client waiver of conflict 2odel letter confirming consent of clients to proceed despite possi$le conflict

Independent legal advice 7!idelines for giving independent legal advice Independent legal advice checklist A generic Independent legal advice checklist A family law matter

Barriers and confidentiality screens 6ints on the constr!ction of screens 2odel confidentiality screen memorand!m to team mem$ers 0otential conflict arising from former mandate

#F0s and :$ea!ty contests; 2odel litigation :$ea!ty contest; pre"meeting letter 2odel pre"#F0 meeting and review letter 2odel #F0 response letter

4mployment"related reso!rces Checklist for interviewing transferring lawyer 2odel lateral hire memorand!m

Conflicts involving lawyers personal interest 7!idelines to identify conflicts involving lawyers personal interest

/erving as a director of a client corporation Considerations $efore serving as a director of a client corporation

Avoiding and managing conflicts 1ngoing assessment of conflicts Checklist for managing a s!$se)!ent and previo!sly foreseea$le conflict Action plan for managing a conflicts sit!ation

CONFLICTS OF INTEREST S$STE S C"ECKLIST

This checklist is designed to help yo! eval!ate yo!r firms proced!res for detecting real and potential conflicts of interest and to raise )!estions that co!ld help yo! to avoid conflicts pro$lems.

$es B. =. C. D. E. F. 5o yo! have a system for discovering real or potential conflicts of interest( 5o yo! have ro!tine proced!res to o$tain $asic conflict of interest information $efore opening a file( 5o yo! check for any potential conflicts prior to receiving confidential information from a potential client( 5o yo! circ!late information on the identity of new and prospective clients thro!gho!t the firm promptly( 5o yo! have a central file inde+ either in a file $ook card system or comp!terized list of all files( 5oes yo!r central file inde+ incl!de the following information( B. =. C. D. E. F. G. ?. H. G. client name incl!ding known aliases affiliates or partners of client :also known as; name&s' directors officers or shareholders of client adverse parties co"plaintiffs co"defendants third party defendants known relatives of client and other parties common law spo!ses of client lawyers for any names in the inde+

No

If a potential conflict is detected does yo!r firm have one or more lawyers assigned the responsi$ility of determining whether a conflict does e+ist(

$es ?. H. B>. BB. B=. If a potential conflict is fo!nd do yo! either decline to take the case or notify the client of the potential conflict in writing( Are yo!r conflicts proced!res e+pressed in writing so that all yo!r staff are aware of them( 5oes yo!r firm have one person responsi$le for maintaining the central file inde+( Are the lawyers and staff in yo!r office aware of r!les of professional cond!ct pertaining to conflicts of interest( Are yo! and the mem$ers of yo!r firm aware of the legal principles esta$lished in MacDonald Estate v. Martin R. v. Neil and Strother v. 3464920 Canada Inc.? If yo! share office space with a lawyer who is not a mem$er of yo!r firm do yo! have a policy on acting for clients who have adverse interests( 5o yo! have standard letters for dealing with disclos!re of conflicts and conflict waivers( If yo! are asked to represent clients -ointly do yo! ask them to sign a consent letter( 5o yo! review potential conflicts of interest when dealing with the lateral hire of a lawyer( 5o yo! act for two or more clients in the same matter witho!t their written informed consent( 5o yo! act for a client in a matter in which yo! yo!r relative friend or partner has a financial interest which wo!ld reasona$ly $e e+pected to affect yo!r professional -!dgement( 5o yo! represent opposing parties in :friendly; litigation or transactions where there seem to $e no opposing interests(

No

BC. BD. BE. BF. BG. B?.

BH.

Io!r answers to )!estions B"BF sho!ld $e I4/. Io!r answers to )!estions BG"BH sho!ld $e 91. Fail!re to give the preferred answer does not necessarily mean yo! have a pro$lem $!t it does s!ggest yo! sho!ld eval!ate yo!r practice and proced!res. /o!rce of doc!ment% .aw /ociety of British Col!m$ia we$site &with !pdates $y CBA Task Force on Conflicts of Interest'.

C"ECKLIST FOR A&OIDING #"ANTO

CLIENTS

4ntering into a lawyer"client relationship imposes considera$le o$ligations on yo! as a lawyer and when it comes to conflicts of interest those o$ligations can have reperc!ssions for every other lawyer and client of yo!r firm. For that reason yo! sho!ld enter into a lawyer"client relationship only with f!ll knowledge of the implications that the relationship may have. In partic!lar yo! want to avoid the :phantom; or :ghost; client A the client yo! dont even know yo! have. /pecial care sho!ld $e taken with e"mail and voicemail comm!nications $oth of which tend to $e informal and with we$sites which reach a very wide a!dience. Take the following steps to avoid having an !nknown :phantom; or :ghost; client% B. 5ont give legal advice over the phone or d!ring cas!al social contacts to people whom yo! dont intend to take on as clients. Invite prospective clients to come to yo!r office and complete a client intake form and a f!ll conflicts search. =. In cases where yo! think do!$t may e+ist or it is otherwise important to disavow a lawyer" client relationship have people whom yo! choose not to represent sign a non"engagement statement or send them a non"engagement letter. Write to clients who come to yo! for s!mmary advice to confirm the limits and )!alifications of that advice. C. When a c!rrent client asks a$o!t a new matter* clarify whether the client wants yo! to act or represent them on that new matter and if so complete a f!ll conflicts check and open a new file. D. Treat work yo! do for friends or family with the same formality as other work &incl!ding doing a f!ll conflicts check and opening a file' even if yo! intend to charge them red!ced fees or no fees at all. E. Be very clear in yo!r file opening doc!mentation and in correspondence with the client&s' whether yo! represent a legal entity s!ch as a corporation a partnership or !nincorporated association as opposed to other affiliated or related persons s!ch as officers shareholders or mem$ers. The same iss!e can arise in estate law and family law and in cases involving the elderly or minors. /end them letters confirming their stat!s as clients &an engagement letter' or an :I am not yo!r lawyer letter; to non"clients. F. Avoid !ndermining the statement that yo! dont represent the person with phrases like J$!t if yo! have )!estions get $ack to me. G. #ecord the names of everyone &individ!als and entities' yo! see whether yo! accept them as a client or not and incl!de re-ected clients names in yo!r conflicts"checking system. This ens!res that all names necessary for checking for conflicts of interest are entered into the firms list of past c!rrent and re-ected clients.

?. 1n yo!r firms general voicemail greeting and if appropriate on individ!al lawyers voicemail greetings incl!de a warning for callers not to leave confidential information H. 1n yo!r firms we$site incl!de terms of !se and disclaimer statements that warn site visitors that !nsolicited information or materials sent to the firm or left on voicemail will not $e g!aranteed confidentiality and that access to or !se of the site or firm voicemail does not create a lawyer"client relationship.

ODEL

LAW FIR

WEBSITE TER S OF !SE AND DISCLAI ER

We%site Ter's of !se All !se of this we$site Kwww.law ir!a"c.co!L is s!$-ect to the following Terms and Conditions. If yo! do not agree with these Terms and Conditions please do not access or !se this we$site. These terms may $e changed $y Klaw ir! #$CL at any time witho!t notice. Io!r !se of the we$site constit!tes yo!r agreement to $e $o!nd $y these terms. TER S AND CONDITIONS Disclai'ers The materials provided on this site are for information p!rposes only. These materials constit!te general information relating to areas of law familiar to o!r firm lawyers. They do 91T constit!te legal advice or other professional advice and yo! may not rely on the contents of this we$site as s!ch. The contents of the we$site do not necessarily represent the opinions of Klaw ir! #$CL or its clients. If yo! re)!ire legal advice yo! sho!ld retain competent legal co!nsel to advise yo!. If yo! wo!ld like to retain Klaw ir! #$CL please contact one of o!r lawyers who will $e pleased to disc!ss whether o!r firm can assist yo!. A solicitor"client relationship will arise $etween yo! and o!r firm only if we specifically agree to act for yo!. ,ntil we specifically agree to act for yo! on a matter yo! sho!ld not provide !s with any confidential information or material. Confi(entialit) of Co''*nications Klaw ir! #$CL does not g!arantee the confidentiality of any comm!nications sent $y e"mail or thro!gh its we$site or left in voicemail messages on firm telephones. ,nsolicited information and material may not $e treated as confidential and will not $e protected $y any solicitor"client privilege. Accessing or !sing this we$site does not create a solicitor"client relationship. Altho!gh the !se of the we$ site may facilitate access to or comm!nications with mem$ers of Klaw ir! #$CL $y e"mail or voicemail receipt of any s!ch comm!nications or transmissions $y any mem$er of Klaw ir! #$CL does not create a solicitor"client relationship !nless o!r firm agrees to represent yo!. Altho!gh Klaw ir! #$CL has made reasona$le efforts to ens!re that the materials contained on this site are acc!rate it does not warrant or g!arantee% the acc!racy c!rrency or completeness of the materials* that the site will $e availa$le witho!t interr!ption error or omission* that defects will $e corrected* or that the we$site and the server&s' that make it availa$le are free from vir!ses or harmf!l components. The we$site and the materials provided on the we$site are provided :as is; and :as availa$le; witho!t representations warranties or conditions of any kind either e+pressed or implied.

Lia%ilit) Klaw ir! #$CL and its partners will have no lia$ility for any damage arising from the mis!se of any information provided on this we$site. The information provided on the we$site is not legal advice and sho!ld not $e relied !pon as s!ch. 5oing so witho!t seeking the advice of legal co!nsel constit!tes a mis!se of the information. Co+)right an( Tra(e ar,s

The copyright in this we$site and all materials contained in it is owned or licensed $y Klaw ir! #$CL. The Klaw ir! #$CL we$site as a whole or in part may not $e reprod!ced witho!t the e+press prior written consent of Klaw ir! #$CL. To o$tain s!ch consent please contact o!r marketing department at K!ar%etin&'law ir!a"c.co!- or K000(000(0000L. Klaw ir! #$CLM Ktrade!ar%LM and Ktrade!ar%L=M are trade marks of Klaw ir! #$CL. All other $rand names prod!ct names and trade marks are the property of their respective owners. Lin,ing to .../la.fir'a%c/co' Klaw ir! #$CL acknowledges and appreciates links to the Klaw ir! #$CL we$site. .inks sho!ld go directly to the homepage at Kwww.law ir!a"c.co!L or to the $iography of one of the firms professionals. .inking directly to other pages within the site or framing content on the site is prohi$ited witho!t the prior written consent of a representative of Klaw ir! #$C)sL marketing department. Lin,s to Thir( #art) Sites The Klaw ir! #$CL we$site has $een designed to $e a reso!rce for information on matters that might $e of interest to c!rrent or potential clients. As a res!lt there are links thro!gho!t the we$site to third party sites. These links are provided for convenience only and do not mean that Klaw ir! #$CL endorses or recommends the information contained in linked we$sites or g!arantees its acc!racy timeliness or fitness for a partic!lar p!rpose. Klaw ir! #$CL takes no responsi$ility for the content or practices of third party sites. #ri0ac) The model privacy policy is on the ne+t page. Fee(%ac, We welcome yo!r feed$ack if yo! have )!estions or comments a$o!t the Klaw ir! #$CL we$site the legal notice or the firms privacy policy please contact o!r marketing department at K!ar%etin&'law ir!a"c.co!L.

ODEL

#RI&AC$ #OLIC$

K*ir! na!eL is a firm that specializes in intellect!al property law with offices in KlocationsL. The lawyers patent and trade mark agents and staff at K ir! na!eL &sometimes referred to as :we;' are committed to protecting yo!r privacy. This 0rivacy 0olicy o!tlines how we handle yo!r personal information to protect yo!r privacy. #ri0ac) Legislation /ince @an!ary B =>>D all Canadian organizations engaged in commercial activities have $een re)!ired to comply with the +ersonal In or!ation +rotection and Electronic Doc,!ents #ct &:0I045A;' and the Canadian /tandards Association 2odel Code for the 0rotection of 0ersonal Information incorporated $y reference into 0I045A. These o$ligations e+tend to lawyers and law firms incl!ding K ir! na!eL. In addition an #ct res-ectin& the +rotection o +ersonal In or!ation in the +rivate Sector has $een in force in N!e$ec since BHHD and sets o!t r!les regarding the collection !se and disclos!re of personal information within that province. .astly as a professional services firm we have professional and ethical o$ligations to keep confidential the information we receive in the conte+t of a lawyer"client and agent"client relationship. #ersonal Infor'ation 0ersonal information is defined in 0I045A as information a$o!t an identifia$le individ!al $!t does not incl!de the name title or $!siness address or telephone n!m$er of an employee of an organization. In other words it does not incl!de the information that one e+pects to find on a $!siness card. Consent to O*r Collection of #ersonal Infor'ation In most cases we o$tain yo!r consent to collect !se and disclose yo!r personal information. ,s!ally if yo! retain o!r firm we ass!me that we have yo!r implied consent to o!r collection and !se of yo!r personal information however at times we may ask for yo!r e+press consent either ver$ally or in writing. 7enerally we collect yo!r personal information directly from yo! at the start of or d!ring the co!rse of yo!r retainer with o!r firm. /ometimes we may o$tain information a$o!t yo! from other so!rces s!ch as a government registry or other professionals who serve yo!. !se of #ersonal Infor'ation at 1firm nameWe !se yo!r personal information to provide legal advice and services to yo! to iss!e invoices and to maintain o!r data$ase of clients. In addition if yo! apply for a position with K ir! na!eL we will !se yo!r personal information to assess yo!r candidacy. .astly we may !se yo!r contact information &name e"mail and postal address' so that we may comm!nicate with yo! a$o!t

recent developments in the law keep yo! a$reast of K ir! na!eL news and invite yo! to o!r firm events. With(ra.al of Consent Io! may withdraw yo!r consent to o!r collection !se and disclos!re of yo!r personal information at any time s!$-ect to legal and8or contract!al restrictions and !pon reasona$le notice. Io!r withdrawal of consent to o!r collection !se and disclos!re of yo!r personal information may impact o!r a$ility to represent yo! and provide yo! with legal advice. Io! can ask !s not to send yo! marketing comm!nications $y following the opt"o!t instr!ctions in each comm!nication or yo! may let !s know $y contacting o!r marketing department at K,ns,"scri"e' ir!na!e.co!L. Disclos*re of #ersonal Infor'ation 7enerally we do not disclose yo!r personal information to third parties witho!t yo!r consent !nless permitted or re)!ired $y applica$le laws or co!rt orders. The following are some e+amples where we may disclose yo!r personal information% s!ch disclos!re is necessary to collect fees or dis$!rsements* we contract with a third party to provide !s with certain services s!ch as archival file storage or ins!rance. &In s!ch cases we will !se contract!al or other means to ens!re the third party service provider is $o!nd $y o$ligations regarding privacy which are consistent with this policy'* or we engage e+pert witnesses or other law firms on yo!r $ehalf. Acc*rac) of $o*r Infor'ation It is important that the information that we have on file $e acc!rate and !p"to"date. If d!ring the co!rse of the retainer any of yo!r information changes please inform !s so that we can make any necessary changes. We may also ask yo! from time to time whether yo!r personal information is !p"to"date. Safeg*ar(s K*ir! na!eL !ses vario!s safeg!ards to ens!re that yo!r personal information is protected against loss theft mis!se !na!thorized access disclos!re copying or alteration. These incl!de% sec!rity of o!r physical premises* o!r professional o$ligations* sec!rity software and firewalls to prevent !na!thorized comp!ter access or OhackingO* and internal passwords that restrict access to o!r electronic files. Access to )o*r #ersonal Infor'ation Io! have a right to challenge the acc!racy and completeness of yo!r personal information and to have it amended as appropriate. Io! also have a right to re)!est access to yo!r personal information and receive an acco!nting of how that information has $een !sed and disclosed s!$-ect to certain e+ceptions prescri$ed $y law. For e+ample if the re)!ested information wo!ld reveal personal information a$o!t another individ!al yo!r re)!est for access may $e limited or

denied. If yo!r re)!est for access is denied K ir! na!eL will notify yo! in writing of the reason for the denial. To re)!est access or to amend yo!r personal information please contact the lawyer or agent with whom yo! normally correspond or write to o!r 0rivacy Contact at the address $elow. K*ir! na!eL will respond within thirty &C>' days of receipt of yo!r written re)!est. Challenging Co'+liance K*ir! na!eL will respond to in)!iries a$o!t its policies and practices relating to its handling of yo!r personal information. In)!iries sho!ld $e directed to K ir! na!e.sL 0rivacy Contact !sing the contact information $elow. K*ir! na!eL will investigate all complaints and will respond within C> days of receipt of a written in)!iry. If the complaint is fo!nd to $e -!stified K ir! na!eL will take appropriate meas!res to resolve it incl!ding if necessary amending this 0olicy and its proced!res. We%site #ri0ac) .ike most other commercial we$sites we may monitor traffic patterns site !sage and related site information to optimize yo!r visit to o!r we$site. We do not !se cookies or any electronic means to collect personal information from yo! or yo!r comp!ter* however o!r we$site server will a!tomatically collect I0 addresses. We may view the I0 log from time to time for e+ample to maintain the sec!rity of o!r we$site. We do not link the I0 addresses to other personally identifia$le information. #ri0ac) Contacts If yo! have any )!estions or complaints a$o!t this 0olicy or the handling of yo!r personal information if yo! wish to withdraw yo!r consent to o!r !se of yo!r personal information or to re)!est access to or !pdate any information we have on file please contact the lawyer or agent with whom yo! are dealing or contact% Kcontact -ersonL Klaw ir!L KaddressL If any complaint or in)!iry is not handled to yo!r complete satisfaction yo! may contact% 0rivacy Commissioner of Canada BB= 3ent /treet 1ttawa 1ntario 3BA B6C Telephone% FBC.HHE.?=B> Toll free% B.?>>.=?=.BCGF.

Commission dPaccQs R lPinformation d! N!S$ec D?> /t. .a!rent /!ite E>B 2ontreal N!e$ec 6=I CIG Telephone% EBD.?GC.DBHF Toll Free% B.???.E=?.GGDB Changes to this #ri0ac) #olic) We may change this 0rivacy 0olicy from time to time. Any changes will $e posted on o!r we$site at Kwww.law ir!.co!L and will $e made availa$le !pon re)!est thro!gh yo!r contact at K ir! na!eL. 0lease check from time to time to ens!re yo! are aware of o!r c!rrent policy. This 0rivacy 0olicy is effective KdateL.

A&OIDING TACTICAL CONFLICTS

1n occasion a party will intentionally contact or attempt to meet with one or more lawyers for the sole p!rpose of creating a conflict that will prevent the lawyer&s' from acting for another party on a pending matter. 5espite the $ad intentions of the individ!al making these contacts the lawyer&s' contacted may not $e a$le to act for the other party especially if confidential information was disclosed. This $ehavio!r occ!rs )!ite fre)!ently in the family law area and in specialized areas of the law where there are a limited n!m$er of e+perts. In smaller comm!nities this can $e very fr!strating as s!ch $ehavio!r can make it diffic!lt or even impossi$le for someone to retain a local lawyer. And when a client is looking for lawyers with specialized e+pertise choices may $e limited. In $oth cases it means that a lawyer or firm m!st t!rn away a matter that they co!ld otherwise have handled. To prevent these tactical conflicts from occ!rring law firms sho!ld have clear and esta$lished proced!res to screen all incoming calls and en)!iries for potential conflicts. /taff and lawyers sho!ld $e on the looko!t for these types of calls especially on family law matters. They sho!ld $e trained to collect eno!gh information to eval!ate potential conflicts while at the same time $eing sensitive not to ask for or collect confidential information. An intake conflicts screening form can help ens!re that the appropriate information is collected to identify possi$le conflicts. When it appears that a caller may $e trying to create a tactical conflict this sho!ld $e caref!lly confirmed and if so a non"engagement letter sho!ld $e sent to the caller. 1n yo!r firms general voicemail greeting and if appropriate on individ!al lawyers voicemail greetings consider incl!ding a warning for callers not to leave confidential information. And on yo!r firms we$site incl!de statements that warn site visitors that !nsolicited information or materials sent to the firm or left on voicemail will not $e g!aranteed confidentiality and that access to or !se of the site or firm voicemail does not create a solicitor"client relationship.

FIRST CONTACT CONFLICTS SCREENING FOR

/his or! is intended to ens,re that an0 law0er or sta -erson havin& an initial conversation or co!!,nication with a -otential client collects all in or!ation necessar0 or a con licts o interest search while at the sa!e ti!e avoidin& an0 disclos,re to the ir! o an0 con idential in or!ation that wo,ld tri&&er con licts o interest iss,es with c,rrent or ,t,re clients.

0lease !se this form to screen incoming calls for potential conflicts of interest. In partic!lar this form is intended to help prevent clients from intentionally creating a conflict of interest that wo!ld dis)!alify one of the lawyers at the firm from action on a matter.
Instr*ctions to *ser2 0lease !se this form for the p!rpose of collecting information from a potential client for the p!rposes of cond!cting a conflicts of interest search prior to conferring or meeting with the client. 0.4A/4 51 91T C1..4CT A9I C19FI549TIA. I9F1#2ATI19 W649 C120.4TI97 T6I/ F1#2. 0lease !se the attached list of potentially relevant people or entities to make s!re yo! collect all relevant information so that the firm can complete a proper search for a conflicts of interest search

5ate% 0erson taking call% #esponsi$le lawyer if matter is opened% 0erson making contact% Contact information 0hone n!m$er% 4"mail% Address% 0otential Client&s' &people and entities' 9ew client 9ew matter for e+isting client

Brief description of matter

All other people or entities involved in the matter and their role8stat!sT

Conflicts search information% 5one $y% /teps taken% 5ate completed% /earch res!lts% 9o conflicts Confirmed conflicts 0ossi$le conflicts 5etails on confirmed8possi$le conflicts%

#efer to conflicts person8committee% #etainer declined%

Ies Ies

9o 9o

T0otentially relevant people or entities for a conflicts of interest search $y matter type% .itigation% ins!red plaintiffs defendants g!ardian ad litem spo!se e+pert witness&es' lay witness&es' opposing co!nsel Corporate8B!siness8#eal 4state% owner8spo!se partner&s' shareholder&s' director&s' officer&s' s!$sidiaries8affiliates key employees $!yer&s' seller&s' property address any opposing party in transaction property 0I9 n!m$er.

4state 0lanning% e+ec!tor spo!se or partner8children8heirs8devisees personal representative testator 0ro$ate% deceased personal representative spo!se or partner8children8heirs8devisees tr!stees8g!ardian8conservator Family law% client spo!se prior married names maiden name children grandparents Criminal% client witness&es' victim&s' co"defendant&s' Workers Compensation% in-!red worker employer ins!rer Bankr!ptcy% client spo!se or partner creditor&s'

BEWARE T"E DANGERS OF ACTING FOR FA IL$ AND FRIENDS

At one time or another every practising lawyer has $een approached $y a friend or family mem$er for legal advice. For most the nat!ral inclination is to help. 6owever acting for friends and family is risky $!siness% Io! sho!ld think twice $efore doing so. 5!e to the closeness of the relationship the help offered $y lawyers acting for family or friends tends to $e informal or is at a level that is less formal than it wo!ld $e for a reg!lar client. This lack of formality can res!lt in the c!tting of corners or a fail!re to o$tain consents or written instr!ctions. 2is!nderstandings as to the scope and nat!re of the services to $e provided are more likely d!e to the informal handling of the matter. .astly standard proced!res may not $e followed incl!ding completing a conflicts check opening a file signing a retainer agreement sending correspondence etc. All these standard proced!res are s!pposed to $e followed for good reason and sho!ld occ!r on every matter that yo! handle regardless of yo!r relationship to a client. For several reasons family and friends can $e the most diffic!lt and awkward of clients% They can $e e+tremely demanding clients. They can &and will' ask yo! )!estions =D ho!rs a day. It is more diffic!lt to give them honest o$-ective independent and professional advice. 9o matter how hard yo! and they try yo!r personal relationship will clo!d yo!r -!dgment and their a$ility to listen to the advice that yo! are giving. They can $e the most !nreasona$le of clients. An ina$ility to properly listen to and accept the advice yo! are giving makes for !nreasona$le e+pectations. Family mem$ers and fees dont mi+. The disc!ssion of fees is more diffic!lt with family mem$ers and often yo! will find yo!rself doing the work on a -ro "ono $asis or at a red!ced ho!rly rate. If the matter doesnt go as e+pected the conse)!ences for the relationship can $e disastro!s. A malpractice claim is often the res!lt notwithstanding the family or personal relationship. The inevita$le h!rt feelings may affect yo!r relationship with that person and with other family mem$ers. /imilarly changes in family relationships or circ!mstances A s!ch as separation or divorce A can also colo!r how family mem$ers view yo!r earlier legal advice or services.

Be aware that da""lin& &working o!tside yo!r !s!al area of e+pertise' is also dangero!s. .awyers are more inclined to da$$le when they are trying to help a family mem$er or friend. In

all cases yo! sho!ld avoid acting on a matter that is o!tside yo!r area or areas of e+pertise and this is especially tr!e in the case of matters for family or friends. 5ont $e a da$$lerU What do yo! do when a family mem$er or friend approaches yo! for help on a legal matter( 0olitely and firmly e+plain to them that it wo!ld $e $etter to have someone else in the firm or even an o!tside lawyer handle the matter for them. 4+plain that $y doing this they can $etter ens!re that the lawyer acting on their $ehalf has the right e+pertise and is a$le to offer independent and o$-ective advice. ,sing o!tside co!nsel ens!res that errors do not affect personal relationships things are more likely to $e doc!mented family mem$ers are more likely to $e more realistic in their e+pectations and the acting lawyer can more easily give the client the advice they wo!ld prefer not to hear &e.g. :yo! dont have a case;'.

G!IDELINES FOR NON3ENGAGE ENT LETTERS

Whenever yo! decline to represent someone yo! sho!ld send a non"engagement or non" representation letter. The point of sending s!ch letter is fo!r"fold% To doc!ment that yo! are not representing a partic!lar person* To advise the party to seek other representation* and To confirm that yo! have not received any confidential information regarding his or her interests in the matter. &If this is tr!e'. To confirm the clients circ!mstances as e+plained to yo! and the advice that yo! gave to the client in the case of a cons!ltation

Witho!t s!ch a letter the person can later allege that he or she relied on yo! for legal representation even tho!gh yo! provided none or that yo! received confidential information which co!ld prevent yo! from acting against the interests of that person in the f!t!re. #o!tinely !sing non"engagement letters for all matters the firm cannot or does not wish to accept will help to avoid these pro$lems. Io!r non"engagement letters sho!ld $e clearly worded and address the following iss!es% Confirm that the representation is declined and that there is no lawyer"client relationship. Incl!de the date of the interview and if possi$le or appropriate why the firm cannot or will not represent the individ!al altho!gh yo! need not give reasons. #et!rn any doc!mentation or other property o$tained d!ring the cons!ltation. Advise the person to seek other legal co!nsel as soon as possi$le to p!rs!e his8her rights. #efer to the fact that stat!tes of limitations may apply to $ar recovery if steps are not taken promptly to p!rs!e rights or remedies. If a specific stat!te of limitations poses as an immediate pro$lem specific reference sho!ld $e made to a need for the person to take !rgent action. Take care not to e+press an opinion on the merits of a claim or other legal position !nless after completing an initial cons!ltation yo! have a f!ll and clear !nderstanding of the clients circ!mstances and gave the client advice specific to those circ!mstances. Where possi$le ask the client to co!ntersign and ret!rn the non"engagement letter.

2aintain a file for the non"engagement letters yo! send o!t so that yo! have a clear record of what was done in the event )!estions arise in the f!t!re. 0!t the names of clients or matters that did not engage the firm in yo!r conflicts system so that appropriate flags are raised in the event of a f!t!re conflicts search.

ODEL

NON3ENGAGE ENT LETTER

/his is a &eneral non(en&a&e!ent letter that con ir!s to a -otential client1 a ter a cons,ltation or -hone conversation1 that the ir! is ,na"le to act on the !atter. Reasons or declinin& the retainer !a0 or !a0 not "e stated. It contains a warnin& a"o,t li!itation -eriods. #ltho,&h -erha-s i!-ractical or so!e t0-es o !atters1 i 0o, have done the cons,ltation witho,t receivin& con idential in or!ation con ir! this in the letter so that 0o, are -rotected ro! ,t,re alle&ations o a con lict o interest. K*ir! letterheadL KDeliver0 !ethodL KDateL K+otential client addressL Re2 #otential Engage'ent Regar(ing 1Descri"e -otential !andate-

5ear K+otential client na!eL% Thank yo! for yo!r visit KcallL today regarding Kdescri"e !atterL. I appreciate the confidence yo! have e+pressed in o!r firm $!t for vario!s reasons the firm has decided it cannot represent yo! in this matter. In declining to !ndertake this matter the firm is not e+pressing an opinion on the likely o!tcome of the matter. 0lease note that since we are not e+pressing an opinion in this instance no charge is $eing made. KWhere potential client is a claimant% There are stat!tes of limitations or deadlines that may apply to prevent yo! from p!rs!ing yo!r claim if yo! do not take action on a timely $asis to protect yo!r rights or remedies.L KWhere a specific stat!te of limitations poses as an immediate pro$lem% 0lease note that there is a stat!te of limitation that applies with respect to yo! p!rs!ing yo!r claim. Io! m!st commence a co!rt action $y KdateL. If yo! fail to do so yo! will not $e a$le to p!rs!e a claim for damages against Kna!e o de endantL. For this reason we recommend that yo! immediately contact another lawyerlaw firm for assistance regarding yo!r matterL. KWhere yo! completed an initial cons!ltation% From my cons!ltation with yo! I !nderstand Kset o,t details o client)s circ,!stances as e2-lained to 0o,L. In yo!r circ!mstances I wo!ld advise yo! to Kset o,t the advice 0o, &ave the clientL. I do not charge fees for initial cons!ltationsL.

KIf there is a local lawyer referral service% If yo! do not have another lawyer in mind to represent yo! we s!ggest contacting the Kna!e o local law0er re erral serviceL which maintains a list of lawyers who may $e availa$le to represent yo!r interests in this matter. They can $e reached at Kinsert tele-hone n,!"erL. KWhere comm!nications with the potential client involved doc!ment or property e+change% We are ret!rning with this letter doc!ments we reviewed regarding this matter and confirm that we are not in possession of any f!rther doc!ments or property received from yo!.L KIf yo! did not receive any confidential information when meeting with the client% Finally we confirm Ki 0o,1 ideall01 a&reed when the a--oint!ent was set(,- as was agreed when we initially set"!p o!r appointment L that yo! did not reveal any confidential information to !s at the meeting today and as s!ch there can $e no o$-ection on a conflict of interest $asis to o!r firm acting in this or related matters for any other c!rrent or f!t!re client.L KIn 3,e"ec onl0 4re5,ired "0 /he Charter o the *rench lan&,a&e)% This letter of agreement has $een drafted in 4nglish at the e+press re)!est of the parties. Cette lettre dentente a StS rSdigSe en anglais R la demande e+presse des parties.L We appreciate yo!r having approached !s regarding this matter. If yo! ever have need of legal assistance in the field of K-ractice concentrationL we hope that yo! will think of !s again in that conte+t. KIf appropriate add6 We enclose a copy of o!r $roch!re descri$ing o!r practice in K-ractice areaL.L

/incerely KSi&nat,reL

I VVVVVVVVVVVVV here$y acknowledge receipt of the a$ove letter and my agreement with all that is stated in it. KSi&nat,reL KDateL

/o!rce of doc!ment% .aw /ociety of British Col!m$ia we$site &with !pdates $y CBA Task Force on Conflicts of Interest'.

ODEL

TER INATION OF

ANDATE

LETTER

/he -,r-ose o this letter is to !a%e clear that the en&a&e!ent has ended and to avoid the in erence that the ir! has a contin,in& o"li&ation to the or!er client. /he -,r-ose is also to !a%e clear that the or!er client is not a c,rrent client or con lict o interest -,r-oses. In -lain lan&,a&e it states to the client6 the !atter is over1 0o, have -aid o,r ees1 and 0o, are no lon&er a client o the ir!. /hat !eans we have no ,rther d,t0 to loo% a ter 0o,r interests. /hat also !eans we are ree to s,e 0o, when we act or other clients on !atters that are not related to the co!-leted !atter. K*ir! letterheadL KDeliver0 !ethodL KDateL KClient addressL Re2 Final re+orting letter an( ter'ination of retainer

5ear KclientL% We are writing to provide yo! with o!r final report and acco!nt on yo!r matter. We confirm that Kset o,t details o wor% that was doneL. As there is nothing left to $e done on yo!r matter we enclose o!r final acco!nt and confirm that o!r representation of yo! has ended. We appreciate yo!r having retained !s regarding this matter. KIdeall0 0o, have had the lan&,a&e in the ollowin& -ara&ra-h in 0o,r retainer a&ree!ent1 and reviewed it with the client at the ti!e o retainerL 0lease note as yo! are no longer o!r client !nder applica$le professional r!les we may represent another client in any matter that is directly adverse to yo!r immediate interests provided that &i' the other matter is not the same as or related to the matter in which we previo!sly represented yo! and &ii' we protect yo!r relevant confidential information. KIo! acknowledge that the timely esta$lishment of a confidentiality screen will $e s!fficient protection of the confidentiality of s!ch information so that o!r firm may represent another client in s!ch other matter.L 7Note that how 0o, -rotect con idential in or!ation will de-end on the circ,!stances o each !atter. I 0o, wo,ld li%e 0o,r client to consent to the ir!)s ,t,re ,se o con identialit0 screens to -rotect con idential in or!ation1 incl,de the last sentence. Note that ,lti!atel01 the a--ro-riateness o a con identialit0 screen will alwa0s t,rn on the -artic,lar acts. I 0o, are not re5,estin& that consent in advance1 delete the last sentence.L

KIn 3,e"ec onl0 4re5,ired "0 /he Charter o the *rench lan&,a&e)% This letter of agreement has $een drafted in 4nglish at the e+press re)!est of the parties. Cette lettre dentente a StS rSdigSe en anglais R la demande e+presse des parties.L If yo! ever have need of legal assistance in the field of K-ractice concentrationL we hope that yo! will think of !s again in that conte+t. KI a--ro-riate1 add6 We enclose a copy of o!r $roch!re descri$ing o!r practice in K-ractice areaL.L

/incerely KSi&nat,reL

I VVVVVVVVVVVVV here$y acknowledge receipt of the a$ove letter and my agreement with all that is stated in it. KSi&nat,reL KDateL

ODEL
K*ir! letterheadL KDeliver0 !ethodL

ENGAGE ENT LETTER 3 LONG

#RI&ILEGED 4 CONFIDENTIAL KClient addressL Re2 Retainer With Res+ect to KDescri"e !andateL

5ear KclientL% We write to confirm that yo! wish to retain K ir! na!eL. We are pleased to represent yo! on the $asis set o!t $elow% B. Descri+tion of &a' an(ate

Io! have retained !s to provide yo! with legal services in connection with KL. 7+rovide as !,ch detail as -ossi"le a"o,t the s-eci ic wor% conte!-lated "0 the !atter. Identi 0 clearl0 an0 restrictions or li!itations on the retainer. I the retainer is li!ited to certain areas o -ractice1 identi 0 s,ch li!itations in order to ens,re that there will "e no s,"se5,ent !is,nderstandin& as to the e2tent o 0o,r res-onsi"ilities. *or e2a!-le1 s-eci 0 whether or not ta2 advice is incl,ded as -art o the retainer. Descri"e the retainer in s,ch a wa0 that the sco-e o wor% does not carr0 on inde initel0 ",t will co!e to a de inite and identi ia"le end.8

&$' &c'

We will provide yo! with legal services which in o!r professional -!dgment are reasona$ly necessary and appropriate to carry o!t this mandate. We confirm that &i' we are not providing legal advice or services e+cept as descri$ed a$ove and &ii' once o!r work on this matter has $een completed &see /ection H $elow' we will not advise yo! as to s!$se)!ent legal developments relating to this matter.

=.

Descri+tion of Client

We will $e representing Kna!e4s9 o -erson4s9 or entit04ies9L &:yo!;' in this matter. KIf another entity will $e paying the fees add% even tho,&h in certain instances the -a0!ent o o,r ees !a0 "e the res-onsi"ilit0 o KL Ks-eci 0 arran&e!entsL.L 1!r representation of yo! does not incl!de the representation of related persons or entities s!ch as the individ!als or entities that are shareholders directors or officers of a corporation its parent s!$sidiaries or affiliates* partners of a partnership or -oint vent!re* or mem$ers of a trade association or other organization. In acting for yo! we are not acting for or taking on any responsi$ilities o$ligations or d!ties to any

s!ch related persons or entities and no lawyer"client or other fid!ciary relationship e+ists $etween !s and any s!ch related persons or entities. KConsider tailorin& this -ara&ra-h to the circ,!stances o 0o,r client4s9. :here 0o, are actin& or !ore than one client1 0o, !,st incl,de -rovisions on the ;oint re-resentation < See Section = "elow.L C. Instr*ctions

We will accept instr!ctions from anyone in yo!r organization who has apparent a!thority in connection with this matter !nless yo! instr!ct !s otherwise. KorL We will accept instr!ctions for this engagement from Kna!e o -ersonL or s!ch other person as Kna!e o -ersonL advises !s is a!thorized to instr!ct !s. KConsider whether the -erson desi&nated to -rovide instr,ctions has or !i&ht have a con lict &iven the s,";ect !atter o the en&a&e!ent.L D. !n(erta,ing to #reser0e Confi(entialit) &a' &$' We !ndertake not to disclose or mis!se yo!r confidential information s!$-ect only to applica$le law and o!r professional and ethical o$ligations. Beca!se we owe this d!ty to all of o!r clients we will not disclose to yo! information we hold in confidence for others &even where s!ch confidential information wo!ld $e relevant to o!r representation of yo!' or disclose to others information we hold in confidence for yo! &even where s!ch confidential information may $e relevant to o!r representation of those others'. KConsider whether to e2-and this sentence in circ,!stances where it is antici-ated that the ir! !a0 have in or!ation ro! another client that is !aterial to this client. /his co,ld re5,ire1 or e2a!-le1 the esta"lish!ent o a con identialit0 screen.L E. I(entification of #otential Conflicts &a' We !ndertake not to take on any matter that wo!ld create a s!$stantial risk that o!r representation of yo! on this matter wo!ld $e materially and adversely affected &a :conflicting interest;'. We have cond!cted a review of o!r records and we confirm that we have not identified a conflicting interest in representing yo! in this matter. We searched yo!r name as well as the following names that yo! have provided to !s as $eing relevant% K>ist all na!es searched.L

&$'

KI the con lict search reveals a con lictin& interest1 the ir! re5,ires the in or!ed consent o "oth clients to the ir! actin&. /his -ara&ra-h sho,ld "e a!ended to re lect the con lictin& interest. In addition1 this !a0 "e an a--ro-riate -lace to descri"e the con lictin& interest and con ir! the consent o this client.L &c' 0lease let !s know immediately if there are any other names that we sho!ld search in connection with this matter or if there are any changes or additions to these names in the f!t!re. We are relying on yo! to let !s know of any other parties who $ecome involved in this matter incl!ding any parties whose interests may $e adverse to yo!rs. 0lease note that we do not normally consider o!rselves to have a conflicting interest $eca!se we represent another client who is a $!siness competitor c!stomer or s!pplier of yo!rs* or is asserting thro!gh !s legal positions or arg!ments that may $e inconsistent with those yo! are asserting or may wish to assert* or is adverse in interest in another matter to an entity with which yo! have a relationship thro!gh ownership contract or otherwise. ,nless yo! have asked !s to perform a search against partic!lar entities descri$ed in one of the a$ove categories o!r conflict search will not identify any iss!es arising from o!r representation of them.

&d'

F.

Re+resentation of Other Clients

We wish to avoid any circ!mstances in which yo! wo!ld regard o!r representation of another client to $e inconsistent with o!r d!ties to and !nderstandings with yo!. K1ption B% normally for long"standing clients of the firmL &a' &$' While yo! are o!r client we will not act for another client in a matter which creates a conflicting interest. We are not aware of any c!rrent matters where we act on $ehalf of other clients which create a conflicting interest. KI a con lict search reveals a !atter in which there is a con lictin& interest and "oth clients consent to the ir! actin&1 this -ara&ra-h sho,ld "e a!ended to re lect that act. In addition1 this !a0 "e an a--ro-riate -lace to descri"e the con lict and con ir! the consent o this client.L &c' If we learn while we are representing yo! that we are engaged in a matter which creates a conflicting interest we may ask for yo!r agreement to o!r contin!ing to act on terms satisfactory to all concerned. KConsider incl,din& the ollowin& cla,se which addresses the ir!)s o"li&ations to the client when it "eco!es a or!er client.L When yo! are no longer o!r client !nder applica$le professional r!les we may represent another client in any matter that is adverse to yo!r interests provided

&d'

that &i' the other matter is not the same as or related to the matter in which we previo!sly represented yo! and &ii' we protect yo!r relevant confidential information. KIo! acknowledge that the timely esta$lishment of a conflict screen will $e s!fficient protection of the confidentiality of s!ch information so that o!r firm may represent another client in s!ch other matter.L KNote that how 0o, -rotect con idential in or!ation will de-end on the circ,!stances o each !atter. I 0o, wo,ld li%e 0o,r client to consent to the ir!)s ,t,re ,se o con identialit0 screens to -rotect con idential in or!ation1 incl,de the second sentence. Note that ,lti!atel01 the a--ro-riateness o a con identialit0 screen will alwa0s t,rn on the -artic,lar acts. I 0o, are not re5,estin& that consent in advance1 delete the second sentence.L K1ption =% Consider for limited mandates agency retainers and other one"off matters where yo! want to $e free to act against the client in other matters.L &a' While yo! are o!r client we will not act for another client in a matter which creates a conflicting interest !nless yo! consent. 1!r acceptance of this matter is on the $asis that yo! now consent to o!r representation of other clients in other matters that may $e adverse to yo!r interests and to o!r representation in other matters of the party that is adverse to yo! in this matter provided that &i' the other matter is not the same as or related to any matter in which we are then representing yo! and &ii' we protect yo!r confidential information. KIo! acknowledge that the timely esta$lishment of a conflict screen will $e s!fficient protection of the confidentiality of s!ch information so that o!r firm may represent another client in s!ch other matter.L KNote that how 0o, -rotect con idential in or!ation will de-end on the circ,!stances o each !atter. I 0o, wo,ld li%e 0o,r client to consent to the ir!)s ,t,re ,se o con identialit0 screens to -rotect con idential in or!ation1 incl,de the second sentence. Note that ,lti!atel01 the a--ro-riateness o a con identialit0 screen will alwa0s t,rn on the -artic,lar acts. I 0o, are not re5,estin& that consent in advance1 delete the second sentence.L &$' Io!r consent means that while we are representing yo! in this matter we co!ld represent another client in an !nrelated matter that is adverse to yo!r interests incl!ding a laws!it negotiation financing transaction a!ction or other ac)!isition transaction reg!latory proceeding insolvency8restr!ct!ring or other matter. K/his consent will -er!it 0o, to act a&ainst an ?-tion 2 client in ,nrelated !atters1 ",t does not e2tend to 0o,r actin& a&ainst an ?-tion 2 client in a related !atter. I 0o, want to do this1 0o, sho,ld o"tain an e2-ress consent ro! each client.L &c' When yo! are no longer o!r client !nder applica$le professional r!les we may represent another client in any matter that is adverse to yo!r interests provided that &i' the other matter is not the same as or related to the matter in which we

previo!sly represented yo! and &ii' we protect yo!r relevant confidential information. KIo! acknowledge that the timely esta$lishment of a conflict screen will $e s!fficient protection of the confidentiality of s!ch information so that o!r firm may represent another client in s!ch other matter.L KI 0o, wo,ld li%e this client to consent to the ir!)s ,t,re ,se o con identialit0 screens to -rotect con idential in or!ation1 incl,de the last sentence. Note that ,lti!atel01 the a--ro-riateness o a con identialit0 screen will alwa0s t,rn on the -artic,lar acts. I 0o, are not re5,estin& that consent in advance1 delete the last sentence.L We are relying on the consents descri$ed a$ove in agreeing to represent yo! in this matter and we will not $e seeking any f!rther consent from yo! or cons!lting with yo! $efore advising acting for or representing another client with interests adverse to yo!rs. We therefore recommend that yo! seek advice from independent legal co!nsel &which !a0 incl,de 0o,r in( ho,se co,nsel' if yo! have any )!estions concerning the implications of providing this consent. G. 5oint Re+resentation KDelete this -ara&ra-h i 0o, are actin& onl0 or one client in this !atter or transactionL

KConsider whether these are a--ro-riate circ,!stances or a ;oint retainer ,nder the R,les. *or e2a!-le1 it is -er!issi"le 4with client consent9 to act or !,lti-le -arties on the sa!e side o a transaction ",t a law0er !,st not advise the! on an0 contentio,s iss,es or act on !ore than one side o a dis-,te. It is i!-ortant that 0o,r ;oint clients ,nderstand that there can "e @no secretsA as "etween the!. Note that this -ara&ra-h !a0 not re lect the r,les relatin& to ;oint re-resentation in #l"erta or the re5,ired or! in $ritish Col,!"ia.L &a' We have $een asked $y each of yo! to -ointly represent yo! in this matter. We !nderstand from yo! that there are c!rrently no contentio!s iss!es $etween yo!. 6owever $eca!se of the potential for conflict that arises whenever we are representing more than one client in the same matter in which each client has separate and potentially conflicting interests we can only accept s!ch an engagement if &i' we $elieve that we can provide competent and diligent representation to each client and &ii' we have the informed consent of each client to the terms of the -oint retainer as they relate to conflicts and confidentiality. KEns,re that the in or!ed consent is "ein& &iven inde-endentl0 "0 each client and not "0 a -erson who is s,";ect to a con lict o interest.L &$' We $elieve that we will $e a$le to provide competent and diligent representation to each of yo! in a -oint retainer $eca!se K>ist the reasons wh0 0o, "elieve a ;oint retainer is a--ro-riate. Incl,de an0 ass,!-tions 0o, are !a%in& a"o,t the -otential or con lict1 the so-histication o the -arties1 li!itations on the en&a&e!ent1 the re-resentation o third -art0 interests 4s,ch as !inorit0 shareholders9 and an0 other considerations that !i&ht "e relevant1 s,ch as in or!ation the client has &iven 0o, and on which 0o, are rel0in& to satis 0 0o,rsel as to the a--ro-riateness o the ;oint re-resentation.L

&c'

Beca!se we are -ointly representing each of yo! !nder this engagement !nder o!r professional and ethical o$ligations% &i' 9o information received $y !s from either Kan0L of yo! in connection with this matter can $e treated as confidential insofar as each other is concerned. If a conflict develops $etween Ka!on&L yo! that cannot $e resolved Kincl!de one of the following options%L we will $e !na$le to act for all of yo! and may $e re)!ired to withdraw completely. KorL yo! have agreed that we may contin!e to act for KL incl!ding against KL &which will seek other co!nsel to represent KitBthe!L'. KL recognizes that we are permitted to contin!e to !se all information o$tained from KitBthe!L. KL Ka&reesBa&reeL that KitBthe0L will not assert that o!r prior representation of KitBthe!L prevents !s from acting for K avo,red clientLL. &iii' KIn appropriate circ!mstances yo! may wish to incl!de the following.L KKL acknowledge that o!r firm has a long"standing and contin!ing relationship with KL.L

&ii'

&d'

We recommend that yo! take the opport!nity to cons!lt with independent legal co!nsel Kwhich !a0 incl,de 0o,r in(ho,se co,nselL regarding the terms of this -oint representation.

?.

Ter's

The attached /ched!le sets o!t the financial terms of o!r engagement on this matter incl!ding where appropriate an identification of the personnel who will $e working on the matter and their standard rates. H. Ter'ination &a' Io! may terminate yo!r engagement of !s for any reason prior to the completion of this engagement $y giving !s written notice to that effect. 1n s!ch termination all !npaid legal fees and dis$!rsements will $ecome d!e and paya$le. /!$-ect to o!r professional and ethical o$ligations we may terminate o!r legal representation of yo! prior to the completion of this engagement for any reason incl!ding as a res!lt of conflicts of interest that arise or !npaid legal fees or dis$!rsements. ,nless o!r engagement has $een previo!sly terminated o!r representation of yo! will cease !pon receipt $y yo! of o!r final acco!nt for services rendered. If !pon termination or completion of this engagement yo! wish to have any doc!mentation ret!rned to yo! please advise !s. 1therwise any doc!mentation

&$'

that yo! have provided to !s and the work prod!ct completed for yo! will $e dealt with in accordance with o!r records retention policies and practices. 0lease note that o!r records retention policies and practices may not $e synchronized with yo!rs. If yo! have any concerns a$o!t what we retain in o!r records or dispose of yo! m!st alert !s to yo!r concern. A$sent written agreement with yo! to the contrary we are free to retain or destroy the records we possess with respect to this engagement as we determine to $e appropriate. The fact that we may s!$se)!ently send yo! information on legal developments witho!t charge or that we may incl!de yo! in general mailings will not change the fact that o!r engagement has $een terminated. B>. Electronic Co''*nications

5!ring the co!rse of o!r engagement we may e+change electronic versions of doc!ments and e" mails with yo! !sing commercially availa$le software. ,nfort!nately the availa$le technology is v!lnera$le to attack $y vir!ses and other destr!ctive electronic programs. As a res!lt while we have so!ght to take co!ntermeas!res o!r system may occasionally re-ect a comm!nication yo! send to !s or we may send yo! something that is re-ected $y yo!r system. Accordingly we cannot g!arantee that all comm!nications and doc!ments will always $e received or that s!ch comm!nications and doc!ments will always $e vir!s free and we make no warranty with respect to any electronic comm!nications $etween !s. In addition we make no warranty with respect to the sec!rity of any electronic comm!nication $etween !s and yo! consent to o!r e+change of electronic comm!nications incl!ding confidential doc!ments !nencrypted. BB. #ri0ac)

In the co!rse of acting for yo! yo! may provide to !s &and we may collect' personal information that is s!$-ect to applica$le privacy protection laws. 1n yo!r $ehalf we will collect !se or disclose that personal information for the sole p!rpose of providing o!r services to yo! Kall in accordance with o,r +rivac0 +olic0L. B=. Go0erning La.

1!r engagement with yo! is governed $y the laws of the province of KL and the federal laws of Canada. Any disp!te $etween !s will $e dealt with e+cl!sively in the co!rts of that province. K/he &overnin& law sho,ld nor!all0 "e the law o the -lace in which the -artner in char&e o the !atter -ractices.L /ched!le of Fees Costs and 0ayment Terms Staffing ,nless yo! instr!ct !s otherwise o!r staffing of this matter will $e to draw on the necessary reso!rces of the firm in order to handle this matter properly. If it is appropriate to do so we will involve different lawyers articling st!dents or legal assistants to deal with different aspects of

the matter. 1!r legal assistants incl!de law clerks law st!dents research li$rarians and technical specialists. K/he -erson4s9 -ri!aril0 res-onsi"le or handlin& this !atter and re-ortin& to 0o, isBare6 KL.L Legal Fees K1ption B% ho!rly"$ased retainerL 1!r fees are $ased on o!r assessment of the reasona$le val!e of o!r services. To assist !s in determining that val!e we assign ho!rly $illing rates to each of o!r lawyers and legal assistants and record the time spent and services rendered $y them on the matter. C!rrently the ho!rly $illing rates for the lawyerKsL who will $e involved in this matter KisBareL% W KL per ho!r W KL per ho!r

It may $e necessary to involve other lawyers articling st!dents and legal assistants to work on this matter in which case their time will also $e recorded and $illed at their c!rrent ho!rly rates. 1!r rates may change to reflect increases in o!r costs the increased e+perience and a$ilities of o!r lawyers and legal assistants and other factors. If o!r rates change $efore this matter has $een completed the new rates will apply to the $alance of the engagement. KWe wo!ld $e pleased to provide an estimate of legal fees and costs and e+penses that we anticipate will $e inc!rred and to provide !pdated estimates as the matter progresses. Beca!se of the inherent diffic!lty of predicting the amo!nt of time a partic!lar matter will re)!ire and the co!rse the engagement will take the estimate will $e an appro+imation only. 1!r act!al fees and costs and e+penses may vary possi$ly significantly from the estimate. 4stimates are $ased on the circ!mstances as we !nderstand them at the time and on ass!mptions a$o!t events that will affect the scope and nat!re of o!r work.L K1ption =% fi+ed fee retainerL 7iven the nat!re of this engagement we agree that o!r fee Ke2cl,din&Bincl,din&L costs and e+penses will $e W KL ass!ming the following% KL KL and KL. We will revisit this fee if these ass!mptions prove incorrect or in the !nlikely event that we can complete the matter witho!t having to perform all of the work ass!med to $e involved. Costs an( E6+enses

1!r legal fees do not incl!de costs and e+penses that we inc!r in connection with this matter. These costs and e+penses will $e $illed in addition to o!r fees for legal services. They typically incl!de long distance telephone charges messenger and e+press delivery charges postage and co!rier charges comp!ter research charges word"processing charges printing and reprod!ction costs overtime costs for administrative staff facsimile transmission costs travel e+penses filing charges Kco,rt re-orter ees or e2a!inations and transcri-ts1 witness ees1 ees or service o le&al -rocessL and other costs and e+penses. Where we o$tain these services directly from o!tside s!ppliers we $ill yo! the amo!nt $illed to !s. Where the amo!nts charged for these services are significant we may forward the invoices from these o!tside s!ppliers directly to yo! in which case yo! will $e responsi$le to pay the invoices in accordance with their terms directly to the o!tside s!pplier. Certain costs and e+penses are inc!rred in"ho!se and are $illed at an amo!nt intended to cover o!r direct costs and associated overhead. KIt may $e necessary for !s to engage o!tside e+perts Ks!ch as acco!ntants economists appraisers or investigatorsL to assist in this matter. We will cons!lt with yo! $efore retaining any e+perts.L KIt may KalsoL $e necessary for !s to retain lawyers and others as agents in other -!risdictions. Fees for Ko,tside e2-ertsL KandL Ka&ents in other ;,risdictionsL are not incl!ded in o!r legal fees. Io! will $e responsi$le for payment of all fees and costs and e+penses of all Ke2-ertsL KandL Ka&ents in other ;,risdictionsL retained on yo!r matter. 1rdinarily yo! will $e asked to pay the invoices in accordance with their terms directly to these parties.L #a)'ent 1!r statements of acco!nt for fees and costs and e+penses will $e sent to yo! monthly Kand at the closin& o the ileL and are paya$le Kon recei-tBat closin&L. Interest is charged at the pre-!dgment rate of interest on amo!nts o!tstanding greater than C> days. KEach state!ent will -rovide a detailed s,!!ar0 o the services -rovided.L KCo, will a--reciate that o,r contin,ed wor% on this !atter is contin&ent on the ti!el0 -a0!ent o o,r state!ents o acco,nt Kand the hono,rin& o the inancial retainer arran&e!ent disc,ssed "elowL.L Financial Retainer For !s to accept this matter we ask that yo! provide !s with an advance retainer payment on acco!nt of fees costs and e+penses in the amo!nt of W KL. KThis retainer will $e held in tr!st and credited against the final statement of acco!ntX$!t not against any interim statements of acco!ntXand any amo!nt remaining after final payment will $e ret!rned.L KThis retainer will $e held in tr!st. We will render o!r monthly statements of acco!nt against this retainer on the $asis that yo! will refresh the retainer to this level on receipt of each statement of acco!nt.L KWe may re)!est an increase in the amo!nt of the retainer $efore any period of significant activity.L KIn 3,e"ec onl0 4re5,ired "0 /he Charter o the *rench lan&,a&e9% This letter of agreement has $een drafted in 4nglish at the e+press re)!est of the parties. Cette lettre dentente a StS rSdigSe en anglais R la demande e+presse des parties.L

0lease confirm the terms of the #etainer $y signing this letter and ret!rning a copy to my attention. Io!rs tr!ly KSi&nat,reL We here$y acknowledge and agree to the terms of the #etainer as set forth a$ove. By% 9ame% Title%

ODEL

ENGAGE ENT LETTER 7 S"ORT

Engage'ent Confir'ation

Client1s-2 The clientKsL for which we are engaged to act in this matter KisBareL KL. We are not acting for any KotherL related corporations or individ!als. Sco+e of Engage'ent2 We are engaged to do the following% KL. Res+onsi%le La.)er2 The lawyerKsL responsi$le for this engagement KisBareL KL. Instr*ctions2 We are a!thorized to act for the clientKsL in this engagement on the instr!ctions of KL or s!ch other person as yo! advise !s in writing is a!thorized to instr!ct !s. Legal Fees2 K.egal fees will $e $ased on o!r assessment of the reasona$le val!e of o!r services having regard among other factors to the time and effort e+pended the novelty and comple+ity of the legal iss!es involved the res!lts of the representation the effect of the engagement on o!r a$ility to !ndertake other engagements and the ho!rly rates at which we record the time of those involved.L or K.egal fees will $e $ased on the ho!rly rates generally charged for those involved as ad-!sted over the period of the engagement KL.L Costs an( E6+enses2 KCosts and e+penses inc!rred $y !s in connection with the engagement &incl!ding any dis$!rsements' will $e $illed in addition to o!r legal fees.KL.L Billing Arrange'ents2 KWe ordinarily $ill on a monthly $asis. 1!r fees are $ased on the ass!mption of prompt payment. Amo!nts that remain !npaid after C> days will $ear interest.KL.L Ter'ination2 The engagement may $e ended $y yo! or !s at any time &in o!r case s!$-ect to applica$le lawyer professional8ethical r!les'. ,nless otherwise terminated the engagement ends when o!r work on the engagement is completed and o!r final acco!nt in the matter is rendered. Conflicts an( Confi(entialit) Con identialit0. We !ndertake not to disclose or mis!se yo!r confidential information s!$-ect only to applica$le law and lawyer professional8ethical r!les. #ctin& adverse to 0o, a ter 0o, are no lon&er a client. Io! acknowledge that after yo! are no longer a client we may represent other clients whose interests may $e adverse to yo!rs provided we protect yo!r confidential information. #ctin& adverse to 0o, while 0o, are a client. While yo! are a client we will not act for another client whose interests conflict with yo!r interests in this matter !nless yo! consent. KIn this re&ard1 -rovided that 4i9 the other !atter is not the sa!e as or related to an0 !atter in which we are c,rrentl0 re-resentin& 0o,1 and 4ii9 we -rotect 0o,r con idential in or!ation1 0o, a&ree not to o";ect to o,r re-resentation o another client in an0 en&a&e!ent that is adverse to 0o,r interests 4incl,din& in liti&ation9.L KAnother clients interests will not normally $e considered

adverse to yo!rs merely $eca!se the other client is a $!siness competitor of yo!rs or is asserting thro!gh !s legal positions that are inconsistent with legal positions yo! are asserting or is adverse in interest to entities with which yo! have a relationship thro!gh ownership or otherwise.L KDoint re-resentation. :e have "een as%ed "0 each o 0o, to ;ointl0 re-resent 0o, in this !atter. $eca,se o the -otential or con lict that arises whenever we are re-resentin& !ore than one client on !atters on which each client has se-arate and -otentiall0 con lictin& interests1 we can acce-t s,ch an en&a&e!ent onl0 i 4i9 we "elieve that we can -rovide co!-etent and dili&ent re-resentation to each client1 and 4ii9 we have the in or!ed consent1 &iven "0 re-resentatives o each client who are the!selves not s,";ect to the -otentiall0 con lictin& interests1 to the ter!s o the ;oint retainer as the0 relate to con licts and con identialit0.L We $elieve that we will $e a$le to provide competent and diligent representation to each of yo! in a -oint retainer $eca!se KL. Beca!se we are -ointly representing each of yo! !nder this engagement !nder lawyer professional8ethical r!les no information received $y !s from any of yo! in connection with this matter can $e treated as confidential insofar as each other is concerned. If a conflict develops among yo! that cannot $e resolved Kwe will $e !na$le to act for all of yo! and may $e re)!ired to withdraw completelyL Kyo! have agreed that we may contin!e to act for KL incl!ding against KL &which will seek other co!nsel to represent KitBthe!L.L KWe recommend that yo! each o$tain independent legal advice $efore agreeing to this -oint engagement.L KWe !nderstand that yo! Khave each o"tainedBeach intend to o"tainL independent legal advice $efore agreeing to this -oint engagement.L To whom duties are owed. These conflicts an( confi(entialit) (*ties are o.e( onl) to )o* an( not to relate( cor+orations or in(i0i(*als/ KIn 3,e"ec onl0 4re5,ired "0 /he Charter o the *rench lan&,a&e)% This letter of agreement has $een drafted in 4nglish at the e+press re)!est of the parties. Cette lettre dentente a StS rSdigSe en anglais R la demande e+presse des parties.L 0lease confirm the terms of the #etainer $y signing this letter and ret!rning a copy to my attention. Io!rs tr!ly KSi&nat,reL We here$y acknowledge and agree to the terms of the #etainer as set forth a$ove. By% 9ame% Title%

ODEL

8I A

NOT $O!R LAW$ER9

LETTER

?n occasion 0o, will !eet with -eo-le who are connected with a !atter ",t not otherwise 0o,r client. *or e2a!-le1 where 0o, have !et with several -eo-le d,rin& the creation o a ",siness and will end ,- actin& or the ",siness ",t not or one or !ore o the individ,als. ?r1 where 0o, !eet with the children o an elderl0 co,-le in the co,rse o doin& estate -lannin& wor%. In these cases an @I a! not 0o,r law0erA letter can serve to !a%e it cr0stal clear or which individ,als 0o, are and are not actin&.

K*ir! letterheadL KDeliver0 !ethodL KDateL KNon(client addressL 5ear sir8madam% #e% KS,";ectL

We are writing f!rther to o!r meeting on Kinsert dateL. We want to confirm that we will $e representing KNa!e the -art0 or -arties the ir! will re-resentL in connection with K+rovide details re&ardin& the nat,re o the ir!)s !andate or the transactionL. We will not however $e representing yo! personally. Altho!gh we !nderstand yo!r personal involvement in this matter and anticipate having m!ch contact with yo! thro!gho!t o!r mandate please !nderstand that yo! personally are not o!r client. For this reason we strongly recommend that yo! cons!lt with yo!r own lawyer regarding iss!es which have an impact on yo!r personal interests in this matter. We f!rther confirm that we have not received any confidential information regarding yo!r interests in the matter. KWhere comm!nications with the non"client involved doc!ment or property e+change% We ret!rn herewith those doc!ments we reviewed regarding this matter and confirm that we are not in possession of any doc!ments or property $elonging to Knon(clientLL KIn 3,e"ec onl0 4re5,ired "0 /he Charter o the *rench lan&,a&e)% This letter of agreement has $een drafted in 4nglish at the e+press re)!est of the parties. Cette lettre dentente a StS rSdigSe en anglais R la demande e+presse des parties.L 0lease confirm yo!r receipt of this letter $y signing and ret!rning a copy to my attention. Thank yo! very m!ch and we look forward to working with yo!.

Io!rs tr!ly K>aw0er si&nat,reL I VVVVVVVVVVVVV here$y acknowledge receipt of the a$ove letter and my agreement with all that is stated in it. KSi&nat,reL KDateL

/o!rce of doc!ment% Adapted $y the Task Force from portions of a precedent letter $y William Freivogel an American e+pert on conflicts matters and precedent from the .aw /ociety of British Col!m$ia we$site.

G!IDELINES FOR

!LTI#LE

RE#RESENTATIONS

2!ltiple client representation can involve interests which are either divergent from the o!tset or will $ecome so at some stage. Whether or not the proceeding or matter is contentio!s the fact that the interests are divergent means that yo! will not $e a$le to commit yo!r loyalty and -!dgment in favo!r of each of the interests as is re)!ired of yo!. The reality is that it may $e diffic!lt to show that each client received the $est possi$le advice that he or she wo!ld have received if the lawyer was acting for that party alone and did not have any responsi$ility to the other client or clients with the divergent interest. In the end one or more of the clients may complain. Therefore yo! sho!ld not actU If in do!$t cons!lt with a colleag!e yo!r firm management or conflicts person8committee o!tside co!nsel or yo!r .aw /ocietys practice advice hotline. N!estions to help identify a m!ltiple interest conflict% What are all of the interests that m!st $e considered d!ring the representation( Is there anyone else who has anything to do with the s!$-ect matter of the representation( If so what is his8her interest( Is more than one person relying on yo!r advice( If so for what advice( If someone attends with a relative or friend does the relative or friend $elieve that yo! are representing his8her interests as well( Is someone other than the person affected $y the s!$-ect matter of the representation paying yo!r fees( Where people are contri$!ting to create a $!siness are their contri$!tions different( Are their rights and o$ligations different( Where people have a -oint interest are their $argaining positions !ne)!al( To ma+imize the interest of one of the persons involved will the interests of another person $e compromised or negatively affected( Will yo! have to keep secret any information from one of the participants that is material to yo!r representation of the other&s'( Is there real potential for the parties to have a falling o!t in the f!t!re(

4+amples of m!ltiple interest sit!ations to avoid% Interests $etween spo!ses regarding% family law matters e.g. marriage contracts separation agreements divorce c!stody property disp!tes assets and o$ligations

financial o$ligations e.g. loan or line of credit g!arantees mortgage for other than a -oint $enefit wills and estate planning matters e.g. im$alance in asset holdings or $oth are very wealthy or previo!s marriage and family relationships.

Interests among family mem$ers regarding% financial o$ligations e.g. loans g!arantees sec!rity interests motor vehicle accidents e.g. involving a com$ination of negligent driver owner and passenger estate and administrator g!ardian and ward tr!stee and $eneficiary shareholders of a closely held company partners in a partnership.

Commercial interests regarding% tr!stee and $eneficiary landlord and tenant partners in a partnership the partnership and one or more partners general partner and limited partner sec!rities iss!er and !nderwriter de$tor and creditor e.g. mortgagor8mortgagee* assignor8assignee $!yer and seller parties attempting to collect from one f!nd shareholders of a closely held corporation the corporation and one or more individ!als with an interest in the corporation individ!als involved in a -oint vent!re competitors

C"ECKLIST FOR CLIENT WAI&ER OF CONFLICT

The nee( for infor'e( consent To elicit an informed consent to waive a conflict of interest yo! are o$liged to e+plain to the client in plain lang!age the circ!mstances of the conflict. The e+planation sho!ld incl!de the following% a description of the s!$-ect matter of the service to $e performed the nat!re of the conflict the factors that create the conflict the clients or other parties affected $y the conflict whom yo! will represent and not represent the implications of the representation on each of the clients the reasons for proceeding with the representation notwithstanding the conflict the things yo! will do and not do the potential if any for the interests to diverge in the f!t!re if a confidentiality screen is !sed e+plain the intended process and how it is intended to protect the confidential information.

Doc*'ent the consent in .riting The consent sho!ld take the form of a clearly worded letter and sho!ld incl!de the disclos!re s!ggested a$ove.

The letter sho*l( also incl*(e the follo.ing2 an acknowledgment $y each client that even tho!gh the representation may $e potentially adverse they are prepared to proceed with the representation* an o!tline of the process to $e followed if the interests cannot $e represented together in the f!t!re. Incl!de whether yo!r representation will contin!e for at least one of the parties in the f!t!re as well as yo!r entitlement to retain fees and provision for the additional costs involved in the event that one of the clients has to seek alternative representation* a statement that the clients have $een asked to o$tain independent legal advice with respect to the waiver. If o$tained incl!de a copy of the certificate* if not o$tained reference the clients election to proceed witho!t independent legal advice.

aintain file co+ies of the consent Copies of the signed consent to waive sho!ld $e kept $y the person in the firm responsi$le for monitoring conflicts and in the file.

ODEL

LETTER CONFIR ING CONSENT OF CLIENTS TO #ROCEED DES#ITE #OSSIBLE CONFLICT

:here there is a -otential con lict "etween two or !ore clients1 this letter1 ;ointl0 addressed to the!1 con ir!s their consent or the law ir! to act. KDateL KNa!e and address o #$CL Attention% KNa!e and /itleL KNa!e and address o ECFL Attention% KNa!e and titleL Re2 1S,";ect-

KSal,tationL% This letter confirms o!r recent Kadd tele-hone conversation or e(!ail e2chan&e1 i and as a--ro-riateL when we advised yo! that K ir! or weL have $een asked to represent K#$C Inc.L and8or related entities K#$CL in connection with Kinsert descri-tion o #$C !andateL &the :/!$-ect 2atter;'. We have advised K#$CL that o!r firm KSelect one o 6 has acted in the -ast1 or c,rrentl0 actsL and may in the f!t!re act for KECF >td.L and8or related entities KECFL and that as a res!lt vario!s Firm lawyers may have ac)!ired confidential information regarding KECFL. K*ir!L has not and will not $e representing KECFL in connection with /!$-ect 2atter Kand where applica$le add% and1 to o,r %nowled&e1 we have no con idential in or!ation ro! 7ECF8 that is relevant to the S,";ect Matter.L 6aving said that in acting for K#$CL in the /!$-ect 2atter we may $e re)!ired to act adverse to the interests of KECFL. That is why we so!ght yo!r consent for !s to act in connection with the /!$-ect 2atter. We confirm that each of K#$CL and KECFL has consented to o!r firm acting for the other and in partic!lar has waived any conflict of interest that co!ld res!lt from o!r firm acting as co!nsel to K#$CL in the /!$-ect 2atter. Io! acknowledge and agree that all confidential information and any doc!ments that either K#$CL or KECFL has provided or may provide to o!r firm relating to the /!$-ect 2atter will $e treated $y !s as $oth confidential and privileged insofar as the other client is concerned. For greater certainty any information which we may have as a res!lt of o!r firms representation of KECFL or K#$CL will not $e disclosed to the other client or its representatives witho!t prior a!thorization.

K#$CL and KECFL each acknowledges and confirms that o!r firm reserves the right to decline to contin!e to act for one or $oth of yo! if litigation or any other irresolva$le contentio!s iss!es arise $etween yo!. F!rther yo! each agree that if o!r firm e+ercises its right to decline to contin!e to act for one of yo! the client for whom we have ref!sed to contin!e to act will not challenge o!r firms a$ility to contin!e to represent the other. We ask that yo! kindly sign and ret!rn the attached d!plicate copy of this letter. By doing so yo! confirm yo!r agreement of the terms set o!t a$ove and waive any claim that yo! might have against o!r firm relating to the conflict or potential conflict of interest that we have disclosed. Io! each also confirm that yo! have $een advised $y !s to o$tain independent legal advice $efore signing this letter and have had a reasona$le opport!nity to do so. This letter may $e e+ec!ted $y facsimile and in co!nterparts each of which so e+ec!ted shall $e deemed to $e an original and all s!ch co!nterparts together shall constit!te one and the same letter. KIn 3,e"ec onl0 4re5,ired "0 /he Charter o the *rench lan&,a&e)% This letter of agreement has $een drafted in 4nglish at the e+press re)!est of the parties. Cette lettre dentente a StS rSdigSe en anglais R la demande e+presse des parties.L Io!rs very tr!ly K*ir!L ACKNOWLEDGED AND AGREED2 K>ocationL KDateL 1ABC INC.0er% A!thorized #epresentative 9ame% Title% 9ame% Title% 1XYZ LTD.0er% A!thorized #epresentative

G!IDELINES FOR GI&ING INDE#ENDENT LEGAL AD&ICE

A person seeking independent legal advice is as m!ch yo!r client as any other. #esist the temptation to r!sh or take shortc!ts. A lower standard of service is not warranted -!st $eca!se yo!r meeting is $rief and yo! may not see the client again. #emem$er that a modest WBE> independent legal advice &I.A' cons!ltation can leave yo! e+posed to a significant malpractice claim. 7iving independent legal advice is never ro!tine not even if the person seeking advice has already made a decision and -!st wants it r!$$er stamped. Io!r cons!ltation may $e the clients only opport!nity to consider o$-ectively a transaction that e+poses the client to significant lia$ility or pre-!dice while primarily $enefiting some other party. It is essential that yo! diligently interview the client gather information analyze the iss!es and form!late yo!r advice. To ens!re that the client receives ade)!ate I.A and that yo!r advice is clearly !nderstood and doc!mented follow these steps% B. 7ive independent legal advice only if yo! are competent in the area of law in )!estion. =. Check the identification of the person for whom yo! are giving independent advice. C. If the client needs an interpreter have a ne!tral party interpret rather than a mem$er of the family. D. 7ather eno!gh information a$o!t the circ!mstances s!rro!nding the transaction to $e a$le to e+plain them to yo!r client and predict pro$lems. In partic!lar gather information on the clients age and level of e+perience the clients motivation the relationship of the parties and their relative $argaining power. Find o!t eno!gh a$o!t the clients financial sit!ation to know the financial impact of the transaction. E. 4ns!re that yo!r client !nderstands not only the nat!re and effect of the doc!ment $!t also the clients !nderlying rights and entitlements. F. #ather than ask clients if they !nderstand the doc!ment in )!estion have them e+plain in their own words their !nderstanding of the transaction. G. 4ns!re clients are e+ercising their own freewill. Be especially diligent if a g!arantor is a relative of the $orrower s!$servient to the $orrower or an !nsophisticated party. ?. Be s!re the doc!ment is complete in all respects $efore yo! or the client sign.

INDE#ENDENT LEGAL AD&ICE C"ECKLIST 7 GENERIC

#ecord the following information% 5ate start time and finish time Clients name Clients address Telephone Client I5 checked #eferred $y 1ther parties to the agreement transaction or co!rse of action Backgro!nd facts and circ!mstances and why independent legal advice is necessary .ist the doc!ments reviewed% .ist everyone present at the meeting%

If lang!age or !nderstanding the client is an iss!e% Clients spoken lang!ages Written lang!ages The client has limited facility with 4nglish so I o$tained an interpreter whose name was%

0art A " The Client I reviewed the c!rrent state of the clients relevant personal8health8family8$!siness circ!mstances. I reviewed the $ackgro!nd facts and circ!mstances for the s!$-ect agreement transaction or co!rse of action. The client said that the reason for his or her consent to this agreement transaction or co!rse of action was KL. I satisfied myself that the client was not s!$-ect to d!ress or !nd!e infl!ence and that the client was signing relevant doc!ments or proceeding with the planned co!rse of action freely and vol!ntarily. I accepted payment from the client only and not from anyone adverse in interest to the client.

0art B " If the independent legal advice relates to a contract or agreement I o$tained relevant disclos!re &personal financial other' from $oth my client and the other side. I determined that doc!ments were s!fficiently well"drafted to accomplish my clients o$-ectives. I ens!red that the terms of the agreement were $oth certain and enforcea$le. I e+plained the final nat!re of the agreement. I reviewed the risks and conse)!ences of the agreement. I caref!lly e+plained all the cla!ses of the agreement and the client indicated that he or she !nderstood same.

0art C " When client signs or proceeds contrary to advice I advised the client against signing the doc!ments or p!rs!ing the intended co!rse of action $!t the client wished to proceed contrary to my advice so I e+plained my advice in the presence of a witness whose name was KL. The client signed an acknowledgement in the presence of this witness that he or she was signing the doc!ments or proceeding against my advice.

0art 5 " File management I opened a file. I placed this form a copy of the doc!ment and my notes in the general independent legal advice file. I took notes of my meeting&s' with the client and retained these. I docketed the time spent advising the client. I sent a reporting letter o!tlining the terms of the agreement or o$ligation ass!med together with my acco!nt. 2y advice was ver$al only and I sent no reporting letter.

/o!rce of doc!ment% Adapted $y the CBA Task Force on Conflicts of Interest from an I.A Checklist prepared $y 0hilip 4pstein a specialist in family law practicing in 1ntario for the .awyers 0rofessional Indemnity Company

INDE#ENDENT LEGAL AD&ICE C"ECKLIST 7FA IL$ LAW

ATTER
#ecord the following information% 5ate start time and finish time Clients name Clients address Telephone Clients spoken lang!ages Written lang!ages Family stat!s Age #eferred $y #eason for independent legal advice Clients net worth /po!ses net worth /ec!rity re)!ested $y lending instit!tion The client has limited facility with 4nglish so I o$tained an interpreter whose name was% Also present d!ring o!r meeting was% I reviewed the following doc!ments%

0art A " I e+plained the following to the client The nat!re and conse)!ences of a mortgage The nat!re and conse)!ences of a g!arantee The effect of power and sale8-!dicial sale and foreclos!re The effect of an action on the covenant and the lia$ility for any ins!fficiency The conse)!ences of his or her spo!ses defa!lt The possi$le conse)!ences of fail!re to hono!r the financial o$ligations &loss of his or her ho!se $!siness and all other property' The possi$ility of o$taining sec!rity for the financial o$ligations That an indemnity will $e worthless if the spo!se declares $ankr!ptcy The risks to the client if there is a $reakdown of the marriage

0art B " The Client I reviewed the c!rrent state of the clients marriage. I reviewed the c!rrent state of the clients health. I asked a$o!t domestic violence and was told KL. The client said that the reason for his or her consent to this transaction or agreement was KL.

I satisfied myself that the client was not s!$-ect to d!ress or !nd!e infl!ence and that the client was signing relevant doc!ments freely and vol!ntarily. I accepted payment from the client only and not from anyone adverse in interest to the client.

0art C " If the independent legal advice relates to a domestic contract I o$tained complete financial disclos!re from $oth my client and the other side. I determined that the doc!ment was s!fficiently well"drafted to accomplish my clients o$-ectives. I ens!red that the terms of the agreement were $oth certain and enforcea$le. I ens!red that if the agreement is to $e filed against property or as an order of the co!rt the stat!tory re)!irements for filing have $een met. I e+plained the final nat!re of the agreement. I reviewed the risks and conse)!ences of the agreement. I disc!ssed the effect of the agreement !pon the client if his or her spo!se dies first. I caref!lly e+plained all the cla!ses of the agreement and the client indicated that he or she !nderstood same.

0art 5 " When client signs contrary to advice I advised the client against signing the doc!ments $!t the client wished to proceed contrary to my advice so I e+plained my advice in the presence of a witness whose name was KL. The client signed an acknowledgement in the presence of this witness that he or she was signing the doc!ments against my advice.

0art 4 " File management I opened a file. I placed this form a copy of the doc!ment and my notes in the general independent legal advice file. I took notes of my meeting&s' with the client and retained these. I docketed the time spent advising the client. I sent a reporting letter o!tlining the terms of the agreement or o$ligation ass!med together with my acco!nt. 2y advice was ver$al only and I sent no reporting letter.

/o!rce of doc!ment% This I.A Checklist was prepared $y 0hilip 4pstein a specialist in family law practicing in 1ntario for the .awyers 0rofessional Indemnity Company

"INTS ON T"E CONSTR!CTION OF CONFIDENTIALIT$ SCREENS

As the CBA BHHC Task Force Final #eport noted :a proper screen is not a rote set of proced!res and affidavits $!t rather a Jspecific set of instit!tional mechanisms designed to prevent inadvertent disclos!re of client confidences;. The case law shows that in order to s!rvive -!dicial scr!tiny a confidentiality screen m!st $e !nimpeacha$le in two respects% :its components; and :its implementation;. Case law in Canada 4ngland and elsewhere s!ggests many practical hints for so!nd confidentiality screen constr!ction &*ord Motor Co. o Canada v. ?sler1 Gos%in H Garco,rt &BHHF' =G 1.#. &Cd' B?B &7en. 5iv.' and +rince De ri $ol%iah v. I+MJ KBHH=L B All 4.#. EBG &6...' incl!ding the following% B. 5o not wait !ntil conflicts arise. To $e effective the confidentiality screen m!st $e part of the firms instit!tional fa$ric. 2anagement sho!ld circ!late among all firm mem$ers &not -!st lawyers' a general memorand!m reminding firm mem$ers of their ethical o$ligations concerning screens and revise it reg!larly. =. When yo! face a potential conflict start planning early. 5o not wait !ntil work has act!ally started on a retainer to constr!ct the confidentiality screen. 2ore importantly do not wait !ntil confidential information has $een e+changed. As soon as yo! have any indication that yo! might need a screen e+amine the str!ct!ral re)!irements. C. 6ave an independent firm mem$er assess the conflict and design and constr!ct the confidentiality screen. The independent lawyer o!tside the immediate client service team m!st $e availa$le to monitor the screens effectiveness and address any diffic!lties. D. Identify the nat!re so!rces and c!rrent location of confidential information. E. Consider o$taining well"worded client consents. Altho!gh the law does not clearly state whether s!ch consents are always effective they do not h!rt. Any consent sho!ld $e clear freely given and ideally confirmed $y independent legal advice. F. 4ns!re that the confidentiality screen and other screening mechanisms are !niversal and respected firm"wide. G. /egregate all files whose access is limited to a!thorized team mem$ers. ?. 4+tend file preca!tions to comp!ter systems. 0reca!tions m!st cover word processing files e"mail spreadsheets data$ases and transcript archives. Altho!gh a separate comp!ter network offers the $est protection !sing network sec!rity to partition access also provides significant protection. H. If files m!st $e deleted from comp!ter systems ens!re that $ack"!p copies and archives are also deleted !sing a file"wiping software program. For fail"safe sec!rity place one

$ack"!p on C5"#12 or ,/B flash drive in escrow to $e released only with the opposing partys a!thorization. B>. If the confidentiality screen is likely to $e challenged consider selecting an independent systems a!ditor to ens!re that all comp!ter systems comply with the screen. It might $e pr!dent to ens!re that the other party finds the a!ditor accepta$le. BB. 4ns!re that a!thorized team mem$ers do not disc!ss the case with anyone o!tside the team. B=. 4ns!re that no disclos!re of confidential client information or the teams working doc!ments is made to anyone o!tside the confidentiality screen. BC. If the firm has different offices or m!ltiple floors consider locating the screened mem$ers of the firm physically apart from team mem$ers. BD. 4ns!re that all mem$ers involved affirm the protective meas!res !nder oath $y e+ec!ting appropriate affidavits or acknowledgements. BE. #emind firm mem$ers that the firm will enforce compliance thro!gh sanctions. BF. 5evelop proced!res to deal with Co!rt"approved practices. For e+ample in 1ntario the s!ccess of 5avies Ward Beck in defending their screens $efore the 1ntario Co!rt of Appeal in Davies1 :ard H $ec% v. $a%er and McIenKie &BHH?' D> 1.#. &Cd' =EG* &BHH?' BFD 5...#. &Dth' D=C* &BHH?' BBB 1.A.C. CE= led many Bay /treet firms to constr!ct $arriers !sing their $arriers as models or templates. BG. File and retain any !ndertakings waivers and affidavits. F!lly doc!ment the confidentiality screen. B?. Instit!te a reg!lar mandatory review of e+isting confidentiality screens and their effectiveness. This might involve an o$-ective a!dit. BH. Be prepared for the worst A and the !ne+pected. 4+perience shows that confidentiality screens will $e challenged and may have to $e dismantled.

ODEL

CONFIDENTIALIT$ SCREEN
E BERS

E ORAND!

TO

TEA

e'oran(*'
KDateL To2 KClient # /ea! !e!"ersL and KClient $ /ea! !e!"ersL Fro'2 Re2 KSenderL KKClient #LL #e% KDescri"e KClient #)sL MatterL K*ile no.L and KKClient $LL #e% KDescri"e KClient $)sL MatterL K*ile no.L

The firm has $een retained $y KClient #L in a matter involving Kdescri"e retainerL. The firm also acts for KClient $L in a matter involving Kdescri"e retainer and1 i not o"vio,s1 the nat,re o the con lictL. In order to protect the interests and with the consent of $oth clients a confidentiality screen is here$y esta$lished as set o!t $elow% B. .egal and other staff involved in representing KClient #L in connection with KClient #)sL 2atter will not disc!ss their representation of KClient #L in respect of KClient #)sL 2atter with anyone who is not a mem$er of the KClient #L Team incl!ding witho!t limitation mem$ers of the KClient $L Team as hereinafter defined. The following staff &the :KClient #L Team;' have $een identified as $eing involved in representing KClient #L in connection with KClient #)sL 2atter% K>ist sta and law0ers involvedL =. .egal and other staff involved in representing KClient $L in connection with the KClient $)sL 2atter will not disc!ss their representation of KClient $L in respect of KClient $)sL

2atter with anyone who is not a mem$er of the KClient $L Team incl!ding witho!t limitation mem$ers of the KClient #L Team. The following staff &the :KClient $L Team;' have $een identified as $eing involved in representing 7Client $8 in connection with KClient $)sL 2atter% K>ist sta and law0ers involvedL C. While this screen is in effect no one may $e a mem$er of $oth the KClient #L Team and the KClient $L Team.

In order to provide complete protection for each clients confidential information we have decided to erect this information $arrier in accordance with the provisions of Kinsert as re)!ired% the Code o Ethics o #dvocates1 in the +rovince o 3,e"ec1 and the R,les o +ro essional Cond,ct o the res-ective law societies in the other +rovinces or /erritoriesL and to take all actions necessary to ens!re that no confidential information concerning either matter is disclosed directly or indirectly to any lawyer articling st!dent s!mmer st!dent paralegal or assistant who is not specifically mentioned in this memorand!m. To implement the meas!res necessary to ens!re that no confidential information concerning either the KClient #L Team or the KClient $L Team files is disclosed either directly or indirectly $etween the mem$ers of the KClient #L Team and the KClient $L Team the following meas!res will $e taken immediately% B. There will $e no direct or indirect comm!nication a$o!t the respective matters $etween the mem$ers of the KClient #L Team and the KClient $L Team incl!ding their respective assistants. 6ard copy doc!ments concerning the KClient #L files shall $e distri$!ted among the mem$ers of the KClient #L Team only. 6ard copy doc!ments concerning the KClient $L files shall $e distri$!ted among the mem$ers of the KClient $L 7ro!p only. Those working with the KClient #L Team files shall take appropriate meas!res to protect the confidentiality of KClient #L doc!ments. Those working with the KClient $L Team files shall take appropriate meas!res to protect the confidentiality of KClient $L doc!ments. 9o electronic information concerning either the KClient #L Team files or the KClient $L team files shall $e kept on the Firms comp!ter network !nless protected $y strong passwords or confidential access codes. All electronic storage media containing information a$o!t the KClient #L Team files or the KClient $L Team files shall $e kept locked in a sec!re location. All hard copy doc!mentation concerning the KClient #L Team files and the KClient $L Team files incl!ding memoranda opinions e+hi$its correspondence proceedings and

=. C. D. E. F.

G. ?.

other doc!ments shall $e placed when no longer needed in the shredding containers designed to receive confidential doc!ments identified for destr!ction once the Firms partner in charge of professional lia$ility ins!rance matters has given approval. H. All information a$o!t the KClient #L Team files and the KClient $L Team files contained on electronic storage media shall $e destroyed once the information is no longer needed to provide legal services or to protect the Firms rights. There shall $e no s!$stantive disc!ssion a$o!t matters s!$-ect to confidentiality screens at any practice gro!p meeting any committee meeting any partners meeting or any general retreat meeting.

B>.

All mem$ers of the KClient #L Team and the KClient $L Team m!st acknowledge they have read and accepted the meas!res set o!t a$ove. If a person needs to $e added to a partic!lar gro!p the principal lawyer for s!ch gro!p shall advise the KCoordinator o the Con licts Co!!itteeL and o$tain clearance from Ka !e!"er o the Con licts Co!!itteeL $efore any confidential information is given to the new mem$er of the gro!p and $efore any work is performed $y this new mem$er. The new mem$er m!st also confirm to the Conflicts Committee that he or she has read this memorand!m and accepts the meas!res set o!t a$ove. The proced!res o!tlined a$ove are of co!rse in addition to the o$ligation which all personnel have to maintain the confidentiality of client information for all clients. As far as lawyers are concerned these proced!res are in addition to the professional o$ligation respecting confidentiality of client information. Any violation of the a$ove policy sho!ld $e immediately reported to Klaw0erL. #lease note that the 'eas*res i'+le'ente( to safeg*ar( the confi(entialit) of a 'atter 'a) carr) sanctions in the case of a %reach/ All facts: circ*'stances or co'+laints regar(ing a +ossi%le %reach of s*ch 'eas*res '*st %e re+orte( i''e(iatel) to 1law0er1 con licts -artnerBco!!ittee or !ana&in& -artner- .ho '*st en;*ire into the 'atter an( (eci(e on the a++ro+riate sanctions: in accor(ance .ith this 'e'oran(*'/ De+en(ing on the serio*sness of the %reach: the sanctions 'a) incl*(e (is'issal or: in the case of a +artner: e6+*lsion fro' the +artnershi+ in accor(ance .ith the Fir'<s r*les on go0ernance/ KIn 3,e"ec onl0 4re5,ired "0 /he Charter o the *rench lan&,a&e)% This letter of agreement has $een drafted in 4nglish at the e+press re)!est of the parties. Cette lettre dentente a StS rSdigSe en anglais R la demande e+presse des parties.L Tea' A We are all mem$ers of Team A and acknowledge having read and accepted the meas!res set o!t a$ove. KMe!"ers to si&n !e!orand,! and ret,rn it to the con licts co!!itteeL Tea' B

We are all mem$ers of Team B and acknowledge having read and accepted the meas!res set o!t a$ove. KMe!"ers to si&n !e!orand,! and ret,rn it to the con licts co!!itteeL

ODEL

E ORAND! FRO

RE2 #OTENTIAL CONFLICT ARISING FOR ER ANDATE

e'oran(*'
KDateL To2 K+ersons who will "e wor%in& on the !andate or KClient ELL K+ersons who wor%ed on the or!er !andate or KClient CLL Fro'2 Re2 KSenderL Confi(entialit) Screen #roce(*res2 #otential conflict %et.een 1Client E- an( 1Client C-

K/he ir!L has recently accepted a mandate to act on $ehalf of KClient EL in a matter involving Kdescri"e the retainer &the :2atter;'L. There e+ists a potential conflict of interest $etween KClient EL and KClient CL. We have acted in the past and may c!rrently $e acting for KClient CL $!t not in the 2atter. The potential conflict arises $eca!se we have acted for KClient CL in respect of KL and may have received confidential information potentially relevant to the 2atter. Beca!se of this potential conflict it is appropriate to p!t into force immediately a confidentiality screen to ens!re that the information disclosed to !s $y KClient CL and relevant to the 2atter remains confidential and is not disclosed to the mem$ers of the firm working on the 2atter. Accordingly the following meas!res will $e taken immediately% B. Any person who worked for KClient CL in respect of KL &as identified in /ched!le A and referred to herein as the KC /ea!L' m!st not participate in any manner in the 2atter for KClient EL. &a' Any person working on the mandate for KClient EL or who has any confidential information relating to KClient EL &as identified in /ched!le B and referred to herein as the KE /ea!L' m!st not disclose any confidential information with respect to KClient EL to any person not on /ched!le B and in partic!lar shall not disclose any s!ch information to any person on the KC /ea!L.

=.

&$' Any person on the KC /ea!L m!st not disclose any confidential information with respect to KClient CL to any person not on /ched!le A and in partic!lar shall not disclose any s!ch information to any person on the KE /ea!L. C. Any person on the KC /ea!L sho!ld not share an assistant with any person on the KE /ea!L. D. &a' All files relating to the mandate for KClient EL shall $e la$elled :#4/T#ICT45 C.I49T FI.4 A T64 19.I 04#/19/ 04#2ITT45 T1 6AY4 ACC4// T1 T6I/ FI.4 A#4 T61/4 04#/19/ W1#3I97 19 T6I/ 2ATT4# F1# KC>IEN/ EL; and kept in a sec!red ca$inet. 9o person shall give access to any s!ch file to anyone on the KC /ea!L. &$' All files relating to the mandate for KClient CL in respect of KL shall $e $o+ed and sent off site or kept in a sec!red ca$inet on site. 4ach $o+ on file shall $e la$elled :#4/T#ICT45 C.I49T FI.4 AT64 19.I 04#/19/ 04#2ITT45 T1 6AY4 ACC4// T1 T6I/ FI.4 A#4 T61/4 04#/19/ W1#3I97 19 T6I/ 2ATT4# F1# KC>IEN/ CL;. 9o person shall give access to any s!ch file to anyone on the KE /ea!L. E. &a' Access to all doc!ments in the comp!ter system relating to the mandate for KClient EL shall $e limited to the a!thor of the doc!ment his or her assistant and any other person that Kthe law0er res-onsi"le or the !atterL may a!thorize. 9o person shall give access to any s!ch doc!ment to anyone on the KC /ea!L. &$' Access to all doc!ments in the comp!ter system relating to the mandate for KClient CL in respect of KL shall $e limited to the a!thor of the doc!ment his or her assistant and any other person that the lawyer responsi$le for the matter may a!thorize. 9o person shall give access to any s!ch doc!ment to anyone on the KE /ea!L. 4ach person c!rrently on the KE tea!L or KC tea!L is re)!ired to sign a copy of this memo and to ret!rn it to Kperson res-onsi"leL. If a person needs to $e added to either team K-rinci-al law0er or Client E !atterL or K-rinci-al law0er or Client C !atterL shall advise Kperson res-onsi"leL and o$tain clearance $efore any confidential information is given to the new mem$er of the team and $efore any work is performed $y this new mem$er. F!rthermore each person who in the f!t!re works on the mandate for KClient EL or KClient CL shall $e given a copy of this memo and shall $e asked to sign and ret!rn it with a copy to Kperson res-onsi"leL. The proced!res o!tlined a$ove are in addition to the o$ligation on all personnel respecting maintenance of confidentiality of client information for all clients. As far as lawyers are concerned these proced!res are in addition to the professional o$ligation respecting confidentiality of client information. Any violation of the a$ove policy sho!ld $e immediately reported to Klaw0erL. #lease note that the 'eas*res i'+le'ente( to safeg*ar( the confi(entialit) of a 'atter 'a) carr) sanctions in the case of a %reach/ All facts: circ*'stances or co'+laints regar(ing a +ossi%le %reach of s*ch 'eas*res '*st %e re+orte( i''e(iatel) to 1-erson res-onsi"le- .ho

shall en;*ire into the 'atter an( (eci(e on the a++ro+riate sanctions: in accor(ance .ith this 'e'oran(*'/ De+en(ing on the serio*sness of the %reach: the sanctions 'a) incl*(e (is'issal or: in the case of a +artner: e6+*lsion fro' the +artnershi+ in accor(ance .ith the Fir'<s r*les on go0ernance/ KIn 3,e"ec onl0 4re5,ired "0 /he Charter o the *rench lan&,a&e)% This letter of agreement has $een drafted in 4nglish at the e+press re)!est of the parties. Cette lettre dentente a StS rSdigSe en anglais R la demande e+presse des parties.L I acknowledge having read and accepted the meas!res set o!t a$ove. /igned at K-laceL this KdateL.

ODEL

LITIGATION 8BEA!T$ CONTEST9 #RE3 EETING LETTER

K*ir! letterheadL KDateL K+otential client addressL Re2 #ro+ose( Action against 1party or parties on other side of liti ation-/

5ear KContact o -otential clientL% This is to confirm that yo! will visit this firm on KdateL. Io! wish to hire a law firm to K"rin& an action a&ainst 8 de end an action "0L K-art0 or -arties on other side o liti&ationL with respect to K"rie descri-tion o !atterL. The p!rpose of yo!r visit will $e to eval!ate the a$ility of this firm to handle this matter for yo!. We !nderstand that yo! will $e interviewing other firms as well. 1n the telephone we disc!ssed the possi$ility that if yo! do not hire !s K-art0 or -arties on other side o liti&ationL or some other party in the action may seek to hire !s to represent them in this disp!te. We have agreed that at o!r meeting on KdateL yo! will not reveal any confidential information to !s. We have f!rther agreed that nothing that is said or revealed at the meeting will form the $asis for an o$-ection on yo!r part to o!r representing one or more of the other parties in the action. KIn 3,e"ec onl0 4re5,ired "0 /he Charter o the *rench lan&,a&e)% This letter of agreement has $een drafted in 4nglish at the e+press re)!est of the parties. Cette lettre dentente a StS rSdigSe en anglais R la demande e+presse des parties.L Thank yo! very m!ch and we look forward to o!r meeting. Io!rs very tr!ly KSi&nat,reL

ODEL
K*ir! letterheadL KDateL

#RE3RF#

EETING AND

RE&IEW LETTER

K+otential client addressL Re2 eeting to re0ie. Re;*est for #ro+osals for Legal Ser0ices 1"rie l0 descri"e nat,re o the !andate-

5ear KContact o -otential clientL% This is to confirm that yo! will visit this firm on KdateL with respect to yo!r #e)!est for 0roposals for .egal /ervices. Io! wish to hire a law firm to Kdescri"e nat,re o the !andateL and the p!rpose of yo!r visit will $e to review the #F0 and disc!ss the a$ility of this firm to handle this matter for yo!. We !nderstand that yo! will $e interviewing other firms as well. 1n the telephone we disc!ssed the possi$ility that yo! may not hire !s. We have agreed that yo! will not reveal any confidential information to !s in yo!r #e)!est for 0roposal for .egal /ervices or at o!r meeting on KdateL. We f!rther agreed that nothing said or revealed at the meeting or in yo!r #F0 will form the $asis for an o$-ection on yo!r part to o!r firm acting for any other c!rrent or f!t!re client. KIn 3,e"ec onl0 4re5,ired "0 /he Charter o the *rench lan&,a&e)% This letter of agreement has $een drafted in 4nglish at the e+press re)!est of the parties. Cette lettre dentente a StS rSdigSe en anglais R la demande e+presse des parties.L Thank yo! very m!ch and we look forward to o!r meeting. Io!rs very tr!ly KSi&nat,reL

ODEL
K*ir! letterheadL KDateL K+otential client addressL Re2

RF# RES#ONSE LETTER

Re;*est for #ro+osals for Legal Ser0ices 1descri"e nat,re o the !andate-

5ear KContact o -otential clientL% We are responding to yo!r re)!est for proposals for legal services. We !nderstand that yo! wish to hire a law firm to Kdescri"e &eneral nat,re o the !andate or transaction or which the ir! is solicitedL &the :#etainer;'. We do not $elieve that we have any conflicts of interest which wo!ld prevent !s from accepting the #etainer or f!lly representing yo!r interests. 6owever we wo!ld like to note that similar to virt!ally all other law firms we often represent Kdescri"e the ind,str0Bsector in which the ir! is involved with other clients which !a0 have adverse interests to those o the -otential clientL. We also act for a variety of clients on matters in which their interests may $e adverse to those of K-otential clientL. As $est as we can ascertain at this time we $elieve that none of these others matters concerns K-otential clientL or any other matter which wo!ld $e material to the present #F0. Consistent with o!r professional o$ligations we cannot a$andon o!r representation of s!ch other clients on Kdescri"e !atters in which the ir! is involved which !a0 con lict with the R*+ and the -otential clientL. Accordingly we wish to confirm that the Kc,rrent clients which wo,ld have adverse interests to those o the -otential clientL wo!ld $e prepared to accept the firms proposal to act for K-otential clientL on the !nderstanding that s!ch representation will not interfere with o!r o$ligations to these other clients. We confirm that we do not $elieve that o!r firm is in receipt of any confidential information relevant to the matter contemplated $y the #F0. In addition the firm !ndertakes that it will take all appropriate meas!res to protect the Kc,rrent clients which wo,ld have adverse interests to those o the -otential clientL confidential information. We also wish to confirm that we do not $elieve that the firms other mandates in any way affect or diminish o!r a$ility to f!lly represent K-otential clientL. Finally we wish to confirm that prior to reviewing and responding to yo!r #F0 we disc!ssed the possi$ility that yo! may not hire !s. We confirm that as initially agreed yo! did not reveal any confidential information to !s in yo!r #F0. We f!rther agree that nothing that has $een said or revealed in the process of !s reviewing and responding to yo!r #F0 will form the $asis for an o$-ection on yo!r part to o!r firm acting for any other c!rrent or f!t!re client.

KIn 3,e"ec onl0 4re5,ired "0 /he Charter o the *rench lan&,a&e)% This letter of agreement has $een drafted in 4nglish at the e+press re)!est of the parties. Cette lettre dentente a StS rSdigSe en anglais R la demande e+presse des parties.L Thank yo! and we look forward to working with yo! sho!ld we $e selected. Io!rs very tr!ly KSi&nat,reL $cc% KChair1 *ir! Con licts Co!!itteeL

C"ECKLIST FOR INTER&IEWING TRANSFERRING LAW$ER

.ateral hires of partners or associates occ!r at firms of every size. In addition to reviewing the transferring lawyers credentials firms will need to identify and deal with potential conflicts that may arise with respect to clients at the transferring lawyers previo!s firm and in partic!lar clients for whom the transferring lawyer worked. The hiring firm m!st have s!fficient information to complete an internal conflicts check while at the same time making s!re that no confidential client information is disclosed $y either the transferring lawyer or the hiring firm. Take these steps to identify potential conflicts of interest when dealing with a lateral hire% Ask for a c!rrent c!rric!l!m vitae so that yo! can review the $ackgro!nd of the transferring lawyer. Io! will want to look $ack at least E years or to the time of articling if this was less than E years ago. Check with the lawyers in yo!r firm or search within yo!r conflicts system if it has the data to identify any matters on which the transferring lawyers previo!s firm was on the other side. Ask the transferring lawyer for list of ma-or clients and the matters he or she worked on &$!t not any confidential information incl!ding the identity of clients if that is confidential' and have yo!r firms conflicts person r!n these names thro!gh yo!r firms conflicts data$ase. In an interview &not in writing' ask the transferring lawyer if he or she is aware of any potential conflicts d!e to work done while at his or her previo!s firm. Ask the transferring lawyer if he or she sat on any $oards and if so have yo!r firms conflicts person r!n this information thro!gh yo!r firms conflicts data$ase &incl!ding the name of the entity the directors and officers.

It is critical that $oth the firm and the transferring lawyer take an honest and critical look at any potential conflicts sit!ations. A strong desire to hire a transferring lawyer sho!ld not lessen the need to identify and f!lly assess potential conflicts and to take appropriate steps to deal with them if necessary. This may incl!de erecting confidentiality screens or seeking client consents. In some cases it may mean that the transferring lawyer cannot $e hired or that the hiring firm may have to send e+isting clients to another firm. #esist any temptation to overlook or ignore any real conflicts that arise when a lawyer transfers firms. A fail!re to deal appropriately with these conflicts only delays the inevita$le% in all likelihood the firm will have to refer any clients with a conflict to another firm.

ODEL

LATERAL "IRE

E ORAND!

e'oran(*'
KDateL To2 c/c/2 All lawyers articling st!dents st!dents paralegals and law clerks K+artner in char&e o ileL 7>ateral hire8 Fro'2 Re2 K+erson res-onsi"le or the screenL Confi(entialit) Screen #roce(*res Concerning K>ateral Gire and KClient EL-

K>ateral hireL formerly a lawyer with Klaw ir!L will -oin Kthe *ir! 4o ice location9L on KdateL. K>ateral hire)sL former firm is acting for KClient CL in a matter where K/he ir!L is acting for KClient EL. In light of the fact that KClient EL and KClient CL have adverse interests it is appropriate for Kthe ir!L to p!t into place immediately a confidentiality screen in accordance with the provisions of Kinsert as re)!ired% the Code o Ethics o #dvocates1 in the +rovince o 3,e"ec1 and the R,les o +ro essional Cond,ct o the res-ective law societies in the +rovinces or /erritoriesL to ens!re that there is no disclos!re $y Klateral hireL of any confidential information which KheBsheL has and no appearance of any disclos!re of confidential information which KheBsheL has or may $e pres!med to have. These proced!res will remain in force !ntil the matter involving KClient EL and KClient CL is finally resolved. To implement the meas!res necessary to ens!re that Klateral hireL does not disclose confidential information concerning KClient CL either directly or indirectly to mem$ers of Kthe ir!L the following meas!res will $e taken immediately% B. =. K>ateral hireL m!st not participate in any manner in Kthe ir!)sL representation of KClient EL. &a' K>ateral hireL m!st not disclose any confidential information with respect to KClient CL to any person and in partic!lar shall not disclose any s!ch information to any person working on the mandate for KClient EL. At present the following persons are considered to $e working on the mandate for KClient EL% K>ist -ersons involved in Client E ileL

&$' K>ateral hireL m!st not disc!ss the matter involving KClient EL and KClient CL or any )!estion of fact or law related directly or indirectly to the matter involving KClient EL and KClient CL with or in the presence of any person and in partic!lar any person working on the mandate for KClient EL. C. The persons working on the mandate for KClient EL m!st not disc!ss the matter involving KClient EL and KClient CL or any )!estion of fact or of law related directly or indirectly to the matter involving KClient EL and KClient CL with Klateral hireL or in the presence of Klateral hireL. D. K>ateral hireL will not share an assistant with anyone working on the mandate for KClient EL. E. All files relating to KClient EL in respect of KL sho!ld $e la$elled :#4/T#ICT45 C.I49T FI.4 A T64 19.I 04#/19/ 04#2ITT45 T1 6AY4 ACC4// T1 T6I/ FI.4 A#4 T61/4 04#/19/ W1#3I97 19 T6I/ 2ATT4#; and kept in a sec!red ca$inet. 9o person shall give access to any s!ch file to Klateral hireL. F. Access to all doc!ments in the firms network relating to KClient EL in respect to Kdescri"e !atterL shall $e limited to the a!thor of the doc!ment his or her assistant and any other person that the lawyer responsi$le for the matter may a!thorize. 9o person shall give access to any s!ch doc!ment to Klateral hireL. G. K>ateral hireL m!st not $ring with Khi!BherL to Kthe ir!L any file or doc!ment relating to KClient CL. ?. All electronic storage media containing information a$o!t KClient EL or KClient CL shall $e kept locked at the desk of an assistant to a gro!p manager. K>ateral hireL and each person c!rrently working on the mandate for KClient EL are re)!ired to sign a copy of this memo and to ret!rn it to K-erson res-onsi"leL. If a person needs to $e added to a confidentiality screen Klateral hireL or K-rinci-al law0er or Client E !atterL shall advise K-erson res-onsi"leL and o$tain clearance from the firms conflicts person $efore any confidential information is given to the new mem$er of the gro!p and $efore any work is performed $y this new mem$er. F!rthermore each person who in the f!t!re works on the mandate for KClient EL shall $e given a copy of this memo and shall $e asked to sign and ret!rn it with a copy to K-erson res-onsi"leL. The proced!res o!tlined a$ove are of co!rse in addition to the o$ligation on all personnel respecting maintenance of confidentiality of client information for all clients. As far as lawyers are concerned these proced!res are in addition to the professional o$ligation respecting confidentiality of client information. Any violation of the a$ove policy sho!ld $e immediately reported to Klaw0erL. #lease note that the 'eas*res i'+le'ente( to safeg*ar( the confi(entialit) of a 'atter 'a) carr) sanctions in the case of a %reach/ All facts: circ*'stances or co'+laints regar(ing a +ossi%le %reach of s*ch 'eas*res '*st %e re+orte( i''e(iatel) to 1-erson res-onsi"le- .ho

'*st en;*ire into the 'atter an( (eci(e on the a++ro+riate sanctions: in accor(ance .ith this 'e'oran(*'/ De+en(ing on the serio*sness of the %reach: the sanctions 'a) incl*(e (is'issal or: in the case of a +artner: e6+*lsion fro' the +artnershi+ in accor(ance .ith the Fir'<s r*les on go0ernance/ KIn 3,e"ec onl0 4re5,ired "0 /he Charter o the *rench lan&,a&e)% This letter of agreement has $een drafted in 4nglish at the e+press re)!est of the parties. Cette lettre dentente a StS rSdigSe en anglais R la demande e+presse des parties.L I acknowledge having read and accepted the meas!res set o!t a$ove. /igned at K-laceL this KdateL.

G!IDELINES TO IDENTIF$ CONFLICTS IN&OL&ING LAW$ER<S #ERSONAL INTEREST

.awyers who act for clients in any sit!ation where there is a personal interest financial &other than fees' or otherwise are in a conflict of interest. The e+pos!re to a malpractice claim is inevita$le if the client $ecomes !nhappy a$o!t any aspect of the transaction. 4ven with a written waiver from the client in hand the $!rden of proof regarding ade)!acy of disclos!re and demonstrating e+ercise of good -!dgment will $e most challenging. Therefore in sit!ations where there is a real or likely personal conflict of interest yo! sho!ld not actU If in do!$t cons!lt with a colleag!e yo!r firm management or conflicts person8committee o!tside co!nsel or yo!r .aw /ocietys practice advice hotline. N!estions to help yo! identify whether yo! have a personal interest conflict% What is the clients interest( What is yo!r interest( Will ma+imizing yo!r interest negatively affect the clients interest( If so yo! sho!ld not act. Will yo! always $e a$le to place the interests of yo!r client first( If not yo! sho!ld not act.

Is there potential for a falling o!t $etween the client and yo! in connection with the matter( If so yo! sho!ld not act.

4+amples of personal interest sit!ations to avoid at all costs% 0articipating in a $!siness transaction with a client* 6aving a personal or $!siness relationship with another party interested in the representation or transaction* Ac)!iring an ownership or other interest in a matter adverse to a client* 0!rchasing real estate from a client* Taking a financial interest in a client matter other than reasona$le fees* Creating a legal doc!ment wherein the lawyer is entitled to a $eneficial interest e.g. $eing a $eneficiary !nder a clients will which yo! have drafted* 6aving a personal social or political interest in a client matter* or Borrowing money from a client at the same time as providing legal advice and drafting doc!mentation evidencing the loan and sec!rity therefrom.

SER&ING AS A DIRECTOR OF A CLIENT COR#ORATION

1ver the last several years there have $een increasing concerns a$o!t the potential lia$ilities to partners and firms as a res!lt of lawyers serving as directors and8or officers of corporate clients. Conflict of interest concerns also arise where the lawyer is involved as a director officer and8or shareholder in a client company. 2any firms carry o!tside director and officerPs lia$ility ins!rance and re)!ire an indemnity from the client. 6owever there may $e sit!ations where the ins!rance will not cover the partner or the firm and the indemnity will $e of little val!e. 2any firms have implemented policies that limit their lawyers from serving as directors or officers for clients and the trend is that more and more firms are preventing their lawyers from doing so. There can $e sit!ations where there are positive $enefits to a firm and8or the comm!nity in having its professionals serve as directors or officers. To properly assess and minimize the risk firms sho!ld implement controls to ens!re that directorships are taken on only in sit!ations where there is a positive $enefit to the firm and where there are safeg!ards in place to ens!re that e+pos!re to lia$ility is minimized. The following information can help a firm eval!ate risks and $enefits of having a lawyer serve as a director or officer of a client corporation% B. 9ame of Corporation =. @!risdiction of Incorporation C. Address D. 0rincipal Contact E. 1ffice to $e held $y the firms lawyer F. Brief description of $!siness G. 5escription of involvement of firms lawyer ?. 0!$licly traded private or not"for"profit H. Fees $illed to company $y the firm ann!ally &estimate' B>. Will any $enefits or rem!neration come from the office other than legal fees( BB. What is the $enefit to the firm in holding this position( B=. Attach a copy of the last financial statements received BC. Are ann!al meetings held or ann!al resol!tions passed in writing( BD. 5o we maintain the min!te $ook(

BE. If the corporation has employees or an active $!siness how is it confirmed that there are no arrears in the filing of ta+ ret!rns or the remittance of re)!ired ta+es or payroll withholdings( BF. Is the company involved in any environmental iss!es( BG. What directorPs and officers lia$ility ins!rance does the firm have and will it cover the lawyer serving this client( B?. What general or other lia$ility ins!rance does the client have and is there an indemnity from the client( The a$ove information sho!ld $e o$tained prior to approving any re)!est to serve as a director or officer and it sho!ld $e !pdated and reviewed ann!ally.

ONGOING ASSESS ENT OF CONFLICTS

.awyers need to $e aware that conflicts can develop d!ring an engagement and that they need to assess sit!ations for conflicts thro!gho!t the representation. Beca!se these conflicts are o!tside the initial screening process they often appear !ne+pectedly. /ome however are foreseea$le at the o!tset of the retainer. !ne6+ecte( Conflicts /!$se)!ent conflicts typically arise !ne+pectedly. Common triggers are the addition of a new party to a transaction or laws!it or a lateral hire who has acted for a party opposed in interest to the c!rrent client. These types of conflicts sho!ld $e managed in the same way as s!ggested for initial conflicts. #re0io*sl) Foreseea%le Conflicts In some instances s!$se)!ent conflicts were foreseea$le. Typically this type of conflict was identified prior to the engagement $!t did not involve a contentio!s matter* the conflict was managed with doc!mented disclos!re to the clients and their written waiver $ased on informed consent. .ater the conflict materializes and re)!ires f!rther management. The typical sit!ation involves previo!sly aligned interests diverging s!ch as the individ!al interests of partners in a partnership. 5epending on -!st how contentio!s the matter has $ecome contin!ed representation of some or all of the clients affected may or may not $e possi$le. The Checklist for 2anaging a /!$se)!ent and 0revio!sly Foreseea$le Conflict may $e helpf!l.

C"ECKLIST FOR ANAGING A S!BSE=!ENT AND #RE&IO!SL$ FORESEEABLE CONFLICT

The approach s!ggested for managing conflicts identified $efore the representation $egins is e)!ally appropriate for conflicts which arise !ne+pectedly and s!$se)!ent to the commencement of an engagement. 6owever when managing a previo!sly foreseea$le conflict consider these additional )!estions% #eview the disclos!re doc!ment and written consent which was prepared in light of the acknowledged potential for conflict* it may $e that yo! already determined a plan of action that yo! will now implement. Consider whether the matter has $ecome contentio!s making representation impossi$le at least for some of the parties affected. 5isc!ss with all clients and parties affected that the possi$le conflict previo!sly identified has now materialized* review the nat!re e+tent and implications of this conflict. If it is still appropriate to contin!e the representation prepare a new consent in writing which o!tlines yo!r disclos!re and have it e+ec!ted $y all affected parties. If representation $ecomes limited to only one or two of the parties prepare non" representation letters for those who are no longer $eing represented and direct them to o$tain independent representation for the remaining portion of the matter. /!ggest that the parties o$tain independent legal advice with respect to the consent $eing e+ec!ted. Be alert to f!t!re signs that the representation of one or all of the parties is no longer appropriate. #e"e+amine conflicts policies and proced!res and incorporate any changes that might have $ecome apparent as $eing necessary to avoid s!$se)!ent conflicts.

ACTION #LAN TO

ANAGE A

CONFLICTS SIT!ATION

The fail!re to identify and manage a conflict when it arises whether initially prior to the start of the engagement or s!$se)!ently can res!lt in a conflicts sit!ation that m!st $e addressed. These sit!ations incl!de% Io! find yo!rself representing more than one interest* At least some of the interests have or are a$o!t to $ecome adverse and even contentio!s* At least one of the clients interests is $eing preferred or is perceived as $eing preferred $y another of the clients.

It can $e even more of a pro$lem when one &or more' of the clients is not aware of these circ!mstances. At this point it is likely too late to manage the conflict thro!gh the disclos!re and consent approach. If yo! find yo!rself in this sit!ation yo!r reaction may $e to try to fi+ it yo!rself or alternatively to simply ignore the pro$lem. /top A doing this will most likely create an even greater pro$lem. Instead follow these three steps% #ecognize it is not too late to react. #ecognize that altho!gh adverse effects may already $e in play yo! may $e a$le to minimize them. The earlier yo! address the sit!ation the $etter. Cons!lt with someone. #ecognize that the independent o$-ectivity of another lawyer is essential to !nderstanding the circ!mstances yo! are in and the proper co!rse of action to follow. #eview the sit!ation with a colleag!e yo!r firm management or conflicts person8committee o!tside co!nsel or yo!r .aw /ocietys practice advice hotline. Caref!lly listen to and follow the advice yo! receive. 5o not contin!e to act. Finally recognize that yo! cannot contin!e to act. It is a h!ge mistake to try to deal with the conflict yo!rself. 9o matter how good yo!r intentions or how o$-ective yo! think yo! are yo! will $e challenged $y the competing interests inherent in the conflict itself. 1nce people $ecome adverse in interest yo! will very )!ickly find yo!rself in a contentio!s and possi$ly acrimonio!s sit!ation.

It is almost a certainty that at least one of the clients will $lame his or her loss on yo!r conflict of interest and an alleged fail!re to safeg!ard their interest. Io! sho!ld inform all of the affected clients of the conflict that it may affect yo!r a$ility to act in their interests and that they each sho!ld seek their own independent co!nsel. By doing these things the clients will get the independent advice and direction they need and yo! have done something to contain the damage.