This engagement agreement (sometimes referred to as a retainer agreement) sets out and defines the terms of the relationship between you and your Lawyer, and the role of Goodlawyer Inc. in supporting that relationship.
This engagement agreement specifies the scope of your engagement, the respective duties and obligations of you and your Lawyer (referred to as “Counsel”, below), and the fees, expenses and disbursement charges applicable to your engagement. It also establishes a solicitor-client relationship which activates Counsel’s professional obligations to you as their Client and protects both you and Counsel.
This engagement letter protects you and Counsel from the risk of misunderstanding your engagement by helping to ensure that you’re both clear about important aspects of the relationship before any work begins.
It is your responsibility to review this Agreement. If at any time you disagree with this Agreement, do not use the Platform. If you have any questions about this Agreement, please contact us.
Omnibus Engagement Agreement (the “Agreement")
1.1 This Agreement establishes the terms and conditions of Counsel’s engagement as legal advisor to Client and Goodlawyer’s appointment as billing, support and engagement success agent for Client and Counsel.
1.2 Counsel’s engagement does not include the representation of related persons or entities, such as the individuals or entities that are shareholders, directors or officers of a corporation, its parent, subsidiaries or affiliates; partners of a partnership or joint venture; or members of a trade association or other organization. In acting for Client, Counsel is not acting for or taking on any responsibilities, obligations or duties to any such related persons or entities and no lawyer-client or other fiduciary relationship exists between Counsel and any such related persons or entities.
1.3 Counsel is authorized to seek and take instructions from the person using the Platform on behalf of the Client or such other person designated in writing by the person having created the Client Account.
1.4 Goodlawyer does not guarantee or review the quality, suitability, sufficiency or outcome of the Services (defined below). Client is aware that the Services are subject to inherent risks and other factors beyond Goodlawyer’s control. Each of Counsel and the Client acknowledge and agree that Goodlawyer is not a law firm and does not engage in the practice of law or the performance of legal services. Client further acknowledges that Goodlawyer has not provided any legal advice, whether in written or oral form, legal opinion or recommendation regarding Client’s legal rights, remedies, defences, options or legal strategies.
2. Services; General Retainer.
2.1 Counsel shall provide to Client general corporate and commercial legal services (the “Services”). Notwithstanding the foregoing, or any purported expiry or termination of this Agreement, the exact scope and extent of the legal services required from Counsel may evolve over time and, in the absence of a written agreement to the contrary, the terms of this Agreement will also apply to any additional legal services as Client and Counsel may agree to via the Platform or otherwise (such additional legal services being “Additional Work”).
2.2 Client acknowledges and understands that Counsel’s engagement in respect of the Services shall be deemed a “General Retainer” under applicable law society rules and, as such, any money charged by Counsel on account of fees for Services not yet rendered, or Disbursement (defined below) not yet made or on account of expenses not yet incurred, (a) is non-refundable, (b) belongs to Counsel immediately upon receipt, and (c) shall not be paid into Counsel’s trust account. Furthermore, Client acknowledges and understands that (x) Counsel is not obliged to account for the money or render Services with respect to the money, and (y) Services may never be rendered in respect of the money.
2.3 Nothing in this Agreement shall prevent Client from performing for itself or acquiring from other providers the same or similar services, nor prevent Counsel from providing the same or similar services to other clients (subject to confidentiality, intellectual property and conflict of interest obligations set forth below).
3. Fees and Expenses; Payment Terms.
3.1 Goodlawyer Fee. In consideration of all associated engagement support and success services provided by Goodlawyer (the “Platform Services”), Client shall pay Goodlawyer’s Service Fees as indicated in an Invoice for Services.
3.2 Legal Fees and Expenses. In consideration of the provision of the Services by Counsel and the rights granted to Client under this Agreement, Client shall pay legal fees, disbursements and expenses to Counsel as follows:
(a) Fixed Price Arrangement. Where Services are provided for a fixed price, legal fees shall be payable in the amounts set out in the relevant Invoice.
(b) Hourly Fee Arrangement. For Services provided on hourly fee arrangement, legal fees shall be calculated according to Counsel’s applicable billing rate and minimum time increments of 0.1-hour, and payable in the amounts set out in the relevant Invoice. Billing rates are subject to change and Counsel’s applicable billing rate will be provided to Client on request
(c) Disbursements and Expense Reimbursement. Counsel shall be authorized to incur and/or charge to the Client such third party or Counsel costs as may be reasonably necessary in connection with the provision of the Services (“Disbursements”). Disbursements include amounts paid to third parties such as regulatory filing fees, the fees of process servers, professional fees or charges of agents retained by Counsel and similar out-of-pocket expenses. Such third-party expenses will be billed to the Client and/or reimbursed by the Client at cost, plus applicable processing fees.
3.3 Invoicing and Payment.
As the billing and engagement success agent, Goodlawyer is authorized to generate Invoices and receive payment from Client on Counsel’s behalf for the settlement of all Client’s payment obligations. Client hereby expressly authorizes Goodlawyer to execute Counsel’s billing instructions to immediately charge the Payment Method associated with the Client’s Account for payment of any fees associated with delivery of the Services.
Counsel shall issue Invoices to Client:
(a) in the case of fixed-price arrangements, (i) for a portion of the aggregate fee following completion of a representative portion of the Services; (ii) for the entirety of the aggregate fee following completion of the Services; or (iii) on such date as mutually agreed between Counsel and Client;
(b) in the case of hourly fee arrangements, in arrears for the immediately preceding period (typically monthly); and
(c) in the case of Disbursements and reimbursable expenses, in arrears for the immediately preceding period or in advance as mutually agreed between Counsel and Client.
Client shall pay all properly invoiced amounts due to Counsel and Goodlawyer within 5 days of Client's receipt of such invoice, with no right of set-off. All payments hereunder shall be in Canadian dollars and charged directly to the Client. If the Client fails to timely pay an invoice (a) Goodlawyer may charge interest on unpaid amounts at a rate of 18% per annum or the maximum amount permitted by law, whichever is lower, from the date such payment was due until the date paid; and (b) Counsel may suspend performance for all Services until payment has been made in full.
3.4 Taxes. Client shall be responsible for all goods and services tax, harmonized sales tax, provincial sales taxes, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, provincial, territorial, or municipal governmental entity or regulatory authority on any amounts payable by Client hereunder; provided that, in no event shall Client pay or be responsible for any taxes, statutory withholdings, deduction, or remittances, imposed on, or with respect to, Counsel's income, revenues, gross receipts, personnel, or real or personal property or other assets.
4. Non-Solicitation Covenants.
4.1 Client agrees that during the term of the Services and for 6 months after termination of this Agreement (the "Restricted Period"), Client shall not, and shall not permit any of its affiliates to, directly or indirectly, hire, recruit, solicit, or engage Counsel or any personnel of Counsel, other than through the Platform, or encourage Counsel or any personnel of Counsel to end their relationship with Goodlawyer.
4.2 Counsel agrees that during the Restricted Period, Counsel shall not, and shall not permit any of its affiliates to, directly or indirectly, offer, supply, complete or perform legal services for Client, other than through the Platform, or encourage Client to end their relationship with Goodlawyer.
4.3 If, during the Restricted Period, either party breaches its non-solicitation covenants in Section 4, each of Client and Counsel shall pay to Goodlawyer a Disintermediation Fee, as further outlined in Exhibit A. The Parties intend that the Disintermediation Fee constitutes compensation and not a penalty. The Parties acknowledge and agree that Goodlawyer's harm or actual damages caused by a breach of this Section 4 would be impossible or very difficult to accurately estimate as of the Effective Date (defined below), and that the Disintermediation Fee is a reasonable estimate of the anticipated or actual harm or actual damages that might arise from any such breach.
4.4 Client and Counsel acknowledge that the restrictions contained in this section 4 are reasonable and necessary to protect the legitimate interests of Goodlawyer and constitute a material inducement to Goodlawyer to enter into this Agreement. The covenants contained in Section 4 and each provision hereof are severable and distinct covenants and provisions. The invalidity or unenforceability of any such covenant or provision as written shall not invalidate or render unenforceable the remaining covenants or provisions hereof, and any such invalidity or unenforceability in any jurisdiction shall not invalidate or render unenforceable such covenant or provision in any other jurisdiction.
5. Conflicts of Interest.
5.1 At times, Services delivered for the Client may also involve the legal interests of one or more of its subsidiaries, affiliates, or constituents (each, a “Related Party"). This is known as joint representation or joint retainer. The Client and Counsel acknowledge that where Counsel is asked to represent the legal interests of a Related Party such arrangement shall be governed by the joint retainer rules under the Code of Conduct of Counsel’s governing Law Society (the “Code”). In accordance with the Code, by requesting Counsel to represent the interests of a Related Party, Client and Related Party hereby agree and acknowledge, notwithstanding anything else herein contained: (a) they consent to a joint retainer, (b) they have determined a joint retainer is in their best interests; (c) where Counsel represents Client and a Related Party with respect to a common matter, no information received from one party can be treated as confidential or withheld from the other; and (d) if a conflict arises between Client and a Related Party that cannot be resolved, Counsel cannot continue to act for both Client and the Related Party and may have to withdraw. Notwithstanding the foregoing, all obligations of the Client or any Related Party are joint and several as between the Client and the Related Parties.
5.2 Counsel may be asked to represent parties in matters that are adverse to the Client’s interests. If Counsel is asked to represent any new or existing clients in any matter that is directly or indirectly adverse to the legal interests of the Client, such matter shall be considered a “Conflicting Matter”, which requires Client’s consent. If a Conflicting Matter arises, Client consents to Counsel acting on the Conflicting Matter if: (i) Counsel provides Client with sufficient disclosure regarding the nature of the Conflicting Matter; (ii) Counsel reasonably believes that they can represent Client and the other client without having a material adverse effect upon their representation of or loyalty to Client; and (iii) the same informed consent is obtained from the other client. However, if Counsel’s duties of client representation and loyalty to Client would be impaired by accepting the Conflicting Matter, Counsel will decline to act in the Conflicting Matter.
5.3 Client hereby agrees, acknowledges and confirms that Goodlawyer has no obligation to notify Client if any Lawyer offering their services through the Platform, now or in the future, represents any person in any matter that is adverse to Client (directly or indirectly), including in respect of a Conflicting Matter.
6. Limitation of Liability.
The Goodlawyer representatives are not responsible for the conduct, whether online or offline, of Client or Counsel, and the Goodlawyer representatives will not be liable for negligence, gross negligence, negligent misrepresentation, fundamental breach, damages of any kind, under any legal theory, including any direct, indirect, special, incidental, consequential, or punitive damages, including, but not limited to, personal injury, pain and suffering, emotional distress, loss of revenue, loss of profits, loss of business or anticipated savings, loss of use, loss of goodwill, loss of data, and whether caused by tort (including negligence), breach of contract, breach of privacy, or otherwise, even if a Goodlawyer representative were allegedly advised or had reason to know, arising out of or in connection with the Services or Additional Work.
7. Term and Termination.
7.1 Term. This Agreement shall commence on the Effective Date and shall continue until the Services are completed unless extended by any agreed-upon engagement for Additional Work or sooner terminated pursuant to Section 7.3.
7.2 Renewal. Upon completion of the Services, this Agreement, as amended from time to time, shall automatically renew each time the Client requests — and Counsel accepts such request for — Additional Work, unless Client or Counsel agree to govern their relationship in respect of such Additional Work by the terms of a new written engagement agreement. Goodlawyer may revise and update this Agreement from time to time. Any and all such modifications are effective immediately upon posting and apply to any Services or Additional Work requested and accepted following such posting. You agree your continued use of the Platform for Services or Additional Work shall be your acceptance of any amendments to this Agreement.
7.3 Termination for Convenience. The engagement created by this Agreement may be terminated by either party on written notice. In the event that Counsel terminates this Agreement by written notice, Counsel will take such steps as are reasonably practicable to protect Client’s interests in the Services and Client shall take all steps necessary to free Counsel of any obligation to perform further Services, including the execution of any documents necessary to complete their withdrawal. In the event of termination pursuant to this Section, Client agrees to compensate Counsel for Services performed and expenses incurred up to and including the effective date of termination, as well as for reasonable time and expenses incurred to bring this Agreement and the Services to a close in a prompt and orderly manner. Counsel’s representation of Client will cease upon receipt by Client of Counsel’s final Invoice for services rendered.
Any right or obligation of the parties in this Agreement which, by its nature, should survive termination or expiration of this Agreement, will survive any such termination or expiration of this Agreement.
9. Force Majeure.
No party shall be liable or responsible to the other party, nor be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement (except for any obligations of Client to make payments to Counsel hereunder), when and to the extent such failure or delay is caused by or results from acts or circumstances beyond the impacted party's ("Impacted Party") reasonable control including, without limitation, the following force majeure events ("Force Majeure Event(s)"): (a) acts of God; (b) flood, tsunami, fire, earthquake, explosion; (c) epidemics, pandemics, including the 2019 novel coronavirus pandemic (COVID-19); (d) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot, or other civil unrest; (e) government order, law or actions; (f) embargoes or blockades in effect on or after the date of this Agreement; (g) national or regional emergency; and (h) other similar events beyond the reasonable control of the Impacted Party. The Impacted Party shall resume performance under this Agreement as soon as reasonably practicable after the Force Majeure Event has been resolved or terminated.
10. Independent Contractors.
The parties are independent contractors, and nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment, or fiduciary relationship between them. No party shall be authorized to contract for or bind any other party in any manner whatsoever.
11. Public Announcements.
Client consents to Counsel and Goodlawyer disclosing to third parties from time to time our relationship and to Goodlawyer's use of Client's trademarks, trade names, logos, symbols, and brand names in marketing materials, public announcements, press releases, or other newspaper, blog, magazine or social media publicity. Such disclosure would not in any way extend to any sensitive information or to any pertinent details beyond a general description of the Services without Client’s consent.
All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a "Notice") shall be in writing and addressed to the parties attention via the Platform (or to such other address that may be designated by the receiving party from time to time in accordance with this Section). Notice is deemed to have been received on the date sent through the Platform (or by email with confirmation of transmission) if sent during normal business hours of the recipient, and on the next business day if sent after normal business hours of the recipient.
13. Successors and Assigns.
This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns.
14. Third-Party Beneficiaries.
This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person any legal or equitable right, benefit, or remedy of any nature whatsoever, under or by reason of this Agreement.
No waiver by any party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the party so waiving. Except as otherwise set forth in this Agreement, no failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from this Agreement shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.
If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.
17. Governing Law.
This Agreement and all related Exhibits and Schedules, and all matters arising out of or relating to this Agreement, are governed by, and construed in accordance with, the laws of the Province of Alberta, and the federal laws of Canada applicable therein without giving effect to any choice or conflict of law provision, principle, or rule.
18. Entire Agreement.
19. Defined Terms.
Capitalized terms used but not otherwise defined in the body of this Agreement shall have the following meanings:
“Account” means an account for use of the Platform as Client or Lawyer;
“Client” means a User that creates an Account to request Services. When a User creates an Account on behalf of and as an authorized representative or as an agent of an Organization, then the Client means that Organization;
"Invoice" means (i) an itemized record of the Services delivered to the Client under this Agreement; (ii) the total amounts due for such deliverables, including any applicable government fees, disbursements, and applicable taxes; (iii) the preferred payment method to satisfy such amounts; and (iv) the date such amounts are due — typically within 5 days of receipt of such invoice;
“Organization” means any person other than a natural person, including a corporation, association (whether incorporated or unincorporated), society, partnership, limited partnership, trust, mutual fund, charity, or not-for-profit other than any governmental entity;
“Lawyer” means a User, being an individual licensed to practice law in a province or territory of Canada in good standing with the governing body of the legal profession to which they are subject, that creates an Account to offer, provide, deliver, and bill Services through the Platform;
“Payment Method” means the pre-authorized debit, credit card or other banking or financial payment details you provide to Goodlawyer as your method of payment for Services;
“Platform” means (i) Goodlawyer.ca and any subdomains of it, and any other websites through which Goodlawyer makes its services available (the “Website), (ii) any applicable web, mobile, tablet or other smart-device applications, and application program interfaces (the “Application”); and (iii) all services facilitated by the Website and the Application;
“User” means any visitor to or user of the Platform, including a Client or a Lawyer.
20.1 Client Acknowledgement.
THIS AGREEMENT TAKES EFFECT WHEN YOU CLICK THE "I ACCEPT” BUTTON OR WHEN YOU INSTRUCT COUNSEL TO PROVIDE THE SERVICES (THE "EFFECTIVE DATE"). BY CLICKING "I ACCEPT" OR BY INSTRUCTING COUNSEL TO PROVIDE THE SERVICES, YOU (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT; (B) REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, POWER, AND AUTHORITY TO ENTER INTO THIS AGREEMENT AND, IF ENTERING INTO THIS AGREEMENT FOR AN ORGANIZATION, THAT YOU HAVE THE LEGAL AUTHORITY TO BIND THAT ORGANIZATION; AND (C) ACCEPT THIS AGREEMENT AND AGREE THAT YOU ARE LEGALLY BOUND BY ITS TERMS.
IF YOU DO NOT AGREE TO THESE TERMS, DO NOT CLICK "I ACCEPT". IF YOU DO NOT ACCEPT THESE TERMS, YOU MAY NOT ACCESS OR USE THE PLATFORM FOR THE SERVICES.
20.2 Counsel Acknowledgement.
THIS AGREEMENT TAKES EFFECT WHEN YOU CREATE A FEE QUOTE OR ACTIVE SERVICE VIA THE PLATFORM OR OTHERWISE ACCEPT THE CLIENT’S INSTRUCTION TO PROVIDE THE SERVICES. BY CREATING A FEE QUOTE OR ACTIVE SERVICE VIA THE PLATFORM OR OTHERWISE ACCEPTING THE CLIENT’S INSTRUCTION TO PROVIDE THE SERVICES, YOU (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT; (B) REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, POWER, AND AUTHORITY TO ENTER INTO THIS AGREEMENT AND, IF ENTERING INTO THIS AGREEMENT FOR AN ORGANIZATION, THAT YOU HAVE THE LEGAL AUTHORITY TO BIND THAT ORGANIZATION; AND (C) ACCEPT THIS AGREEMENT AND AGREE THAT YOU ARE LEGALLY BOUND BY ITS TERMS.
IF YOU DO NOT AGREE TO THESE TERMS, DO NOT PROVIDE SERVICES TO THE CLIENT. IF YOU DO NOT ACCEPT THESE TERMS, YOU MAY NOT ACCESS OR USE THE PLATFORM TO SERVE THE CLIENT.
1. Disintermediation Fee —Liquidated Damages.
1.1 As liquidated damages for a breach of the non-solicitation covenants contained in the Agreement, Client and Counsel accept joint and several liability for the following Disintermediation Fee: $5,000.
1.2 Invoicing and Payment. Client and Counsel shall promptly notify Goodlawyer of any breach of the non-solicitation covenants in the Agreement and Goodlawyer shall issue an invoice for the applicable Disintermediation Fee. The invoiced party shall pay the Disintermediation Fee within 10 days of receipt of such invoice, with no right of set-off. All payments hereunder shall be in Canadian dollars. If the invoiced person fails to timely pay a Disintermediation Fee, Goodlawyer may charge interest on unpaid amounts at a rate of 18% per annum or the maximum amount permitted by law, whichever is lower, from the date such payment was due until the date paid.
1.3 Taxes. The invoiced party shall be responsible for all goods and services tax, harmonized sales tax, provincial sales taxes, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, provincial, territorial, or municipal governmental entity or regulatory authority on any Disintermediation Fees payable hereunder.
Goodlawyer is a platform that enables businesses to connect with experienced lawyers within our network and provides tools to facilitate that relationship. Goodlawyer is not a law firm, does not provide any legal services, legal advice or “lawyer referral services”, and does not provide or participate in any legal representation.