Conflicts Toolkit

8/12/2019 Conflicts Toolkit

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CBA TASKFORCEONCONFLICTSOFINTERESTS

CONFLICTSOFINTERESTTOOLKIT

Welcome to the CBA Task Force on Conflicts of Interests Toolkit. These materials providepractical checklists and precedents that are intended to help lawyers to recognize deal with andavoid conflicting interests. These doc!ments complement and s!pplement the in"depth legaldisc!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 adverseeffect 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 canimpair effective representation of a client. It is f!ndamental to the lawyer"client relationship thata lawyer $e free of conflicts other than those willingly accepted $y the client. And if a client hasreason 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. Theycan 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 $epreserved whether or not there is a conflict of interest.

Checking for identifying and avoiding conflicts of interest and ens!ring that a clientsconfidential information is protected need to $e a part of every lawyers practice. In fact everytime yo! have a new client or a new matter for an e+isting client and thro!gho!t the co!rse ofany active matter yo! sho!ld $e on the looko!t for the e+istence of a real or potential conflict of


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interest and alert to the possi$ility that confidential client information yo! have a$o!t one clientmay $ar yo! from acting for another.

The file management systems !sed $y law firms !s!ally catch conflicts and most lawyersinstinctively 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% $e aware ofyo!r o$ligations* e+ercise good -!dgment* and effectively comm!nicate and doc!ment thedecisions yo! make and actions yo! take when dealing with conflicts of interest. The g!idelineschecklists and precedents in this Toolkit are designed to assist yo! in achieving this o$-ective.

ACKNOWLEDGEENTOFSO!RCES

ike most other lawyers working on drafting endeavo!rs the mem$ers of the CBA Task Forceon 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 $y others who will follow !s. We e+press o!r gratit!de to everyone who directly andindirectly contri$!ted to this reso!rce. In terms of information and precedents for professionalcond!ct matters and in partic!lar for dealing with conflict of interest iss!es there was a wealthof 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 wereinstr!mental in the standardization and translation of this Toolkit.
http://www.practicepro.ca/http://www.freivogelonconflicts.com/http://www.practicepro.ca/http://www.freivogelonconflicts.com/


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ABO!TT"ETOOLKIT

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$le atwww.c$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 ofinterest. The Toolkit doc!ments compliment and s!pplement the in"depth legal disc!ssion andanalysis of conflicts iss!es that is in the f!ll report and recommendations of the Task Forceavaila$le at www.c$a.org8conflicts

DISCLAIER

The information checklists and model agreements and letters provided in this reso!rce are foryo!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 ofthe law and practice in each area of law yo!r writing style yo!r needs and the needs andpreferences of yo!r clients. The model doc!ments may re)!ire modifications to correspond toc!rrent law and practice. The information and doc!ments provided in this Toolkit are notintended to report esta$lish or create the standard of care for lawyers.

CO#$RIG"TINFORATION

< =>>? $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 retrievalsystem or translated into any lang!age or comp!ter lang!age in any form or $y any meansmechanical electronic magnetic optical chemical man!al or otherwise witho!t the priorwritten consent of the Canadian Bar Association.
http://www.cba.org/conflictshttp://www.cba.org/conflicts


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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


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Independent legal advice

7!idelines for giving independent legal advice

Independent legal advice checklist generic

Independent legal advice checklist 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


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CONFLICTSOFINTERESTS$STESC"ECKLIST

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

pro$lems.

$es No

. 5o yo! have a system for discovering real or potential conflicts ofinterest(

=. 5o yo! have ro!tine proced!res to o$tain $asic conflict of interestinformation $efore opening a file(

. 5o yo! check for any potential conflicts prior to receiving confidentialinformation from a potential client(

D. 5o yo! circ!late information on the identity of new and prospectiveclients thro!gho!t the firm promptly(

E. 5o yo! have a central file inde+ either in a file $ook card system orcomp!terized list of all files(

. 5oes yo!r central file inde+ incl!de the following information(

. client name incl!ding known aliases

=. affiliates or partners of client

. :also known as; name&s'

D. directors officers or shareholders of client

E. adverse parties

. co"plaintiffs co"defendants third party defendants

G. known relatives of client and other parties

?. common law spo!ses of client

H. lawyers for any names in the inde+

G. If a potential conflict is detected does yo!r firm have one or morelawyers assigned the responsi$ility of determining whether a conflict doese+ist(


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$es No

?. If a potential conflict is fo!nd do yo! either decline to take the case ornotify the client of the potential conflict in writing(

H. 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 centralfile inde+(

. Are the lawyers and staff in yo!r office aware of r!les of professionalcond!ct pertaining to conflicts of interest(

=. Are yo! and the mem$ers of yo!r firm aware of the legal principlesesta$lished inMacDonald Estate v. MartinR. 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 firmdo yo! have a policy on acting for clients who have adverse interests(

D. 5o yo! have standard letters for dealing with disclos!re of conflicts andconflict waivers(

E. If yo! are asked to represent clients -ointly do yo! ask them to sign aconsent letter(

. 5o yo! review potential conflicts of interest when dealing with the lateralhire of a lawyer(

G. 5o yo! act for two or more clients in the same matter witho!t theirwritten 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 toaffect yo!r professional -!dgement(

H. 5o yo! represent opposing parties in :friendly; litigation or transactionswhere there seem to $e no opposing interests(

o!r answers to )!estions " sho!ld $e 4/.

o!r answers to )!estions G"H sho!ld $e 91.

Fail!re to give the preferred answer does not necessarily mean yo! have a pro$lem $!t it doess!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 TaskForce on Conflicts of Interest'.


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C"ECKLISTFORA&OIDING#"ANTOCLIENTS

4ntering into a lawyer"client relationship imposes considera$le o$ligations on yo! as a lawyerand 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"clientrelationship 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 the client yo! dont even knowyo! 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%

. 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 andcomplete 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"engagementstatement or send them a non"engagement letter. Write to clients who come to yo! fors!mmary advice to confirm the limits and )!alifications of that advice.

. When a c!rrent client asks a$o!t a new matter* clarify whether the client wants yo! to act orrepresent them on that new matter and if so complete a f!ll conflicts check and open a newfile.

D. Treat work yo! do for friends or family with the same formality as other work &incl!dingdoing a f!ll conflicts check and opening a file' even if yo! intend to charge them red!cedfees 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 !nincorporatedassociation as opposed to other affiliated or related persons s!ch as officers shareholders ormem$ers. The same iss!e can arise in estate law and family law and in cases involving theelderly 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.

. Avoid !ndermining the statement that yo! dont represent the person with phrases like J$!t ifyo! have )!estions get $ack to me.

G. #ecord the names of everyone &individ!als and entities' yo! see whether yo! accept them asa client or not and incl!de re-ected clients names in yo!r conflicts"checking system. Thisens!res that all names necessary for checking for conflicts of interest are entered into thefirms list of past c!rrent and re-ected clients.


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?. 1n yo!r firms general voicemail greeting and if appropriate on individ!al lawyersvoicemail 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 visitorsthat !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 notcreate a lawyer"client relationship.


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ODELLAWFIRWEBSITETERSOF!SEAND

DISCLAIER

We%site Ter's of !se

All !se of this we$site Kwww.lawir!a"c.co!L is s!$-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 $y Klawir! #$CL at any time witho!t notice. o!r !se of thewe$site constit!tes yo!r agreement to $e $o!nd $y these terms.

TERS 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!telegal advice or other professional advice and yo! may not rely on the contents of this we$site ass!ch.

The contents of the we$site do not necessarily represent the opinions of Klawir! #$CL or itsclients. If yo! re)!ire legal advice yo! sho!ld retain competent legal co!nsel to advise yo!. Ifyo! wo!ld like to retain Klawir! #$CL please contact one of o!r lawyers who will $e pleasedto 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 foryo! on a matter yo! sho!ld not provide !s with any confidential information or material.

Confi(entialit) of Co''*nications

Klawir! #$CL does not g!arantee the confidentiality of any comm!nications sent $y e"mail orthro!gh its we$site or left in voicemail messages on firm telephones. ,nsolicited informationand material may not $e treated as confidential and will not $e protected $y any solicitor"clientprivilege. Accessing or !sing this we$site does not create a solicitor"client relationship. Altho!ghthe !se of the we$ site may facilitate access to or comm!nications with mem$ers of K lawir!#$CL $y e"mail or voicemail receipt of any s!ch comm!nications or transmissions $y anymem$er of Klawir! #$CL does not create a solicitor"client relationship !nless o!r firm agrees torepresent yo!.

Altho!gh Klawir! #$CL has made reasona$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 ofthe materials* that the site will $e availa$le witho!t interr!ption error or omission* that defectswill $e corrected* or that the we$site and the server&s' that make it availa$le are free from vir!sesor harmf!l components. The we$site and the materials provided on the we$site are provided :asis; and :as availa$le; witho!t representations warranties or conditions of any kind eithere+pressed or implied.


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Lia%ilit)

Klawir! #$CL and its partners will have no lia$ility for any damage arising from the mis!se ofany information provided on this we$site. The information provided on the we$site is not legaladvice 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 $y Klawir!#$CL. The Klawir! #$CL we$site as a whole or in part may not $e reprod!ced witho!t thee+press prior written consent of Klawir! #$CL. To o$tain s!ch consent please contact o!rmarketing department at K!ar%etin&'lawir!a"c.co!-or K000(000(0000L.

Klawir! #$CLM Ktrade!ar%LM and Ktrade!ar%L=M are trade marks of Klawir! #$CL. Allother $rand names prod!ct names and trade marks are the property of their respective owners.

Lin,ing to .../la.fir'a%c/co'

Klawir! #$CL acknowledges and appreciates links to the Klawir! #$CL we$site. inks sho!ldgo directly to the homepage at Kwww.lawir!a"c.co!L or to the $iography of one of the firmsprofessionals. inking directly to other pages within the site or framing content on the site isprohi$ited witho!t the prior written consent of a representative of Klawir! #$C)sL marketingdepartment.

Lin,s to Thir( #art) Sites

The Klawir! #$CL we$site has $een designed to $e a reso!rce for information on matters thatmight $e of interest to c!rrent or potential clients. As a res!lt there are links thro!gho!t thewe$site to third party sites. These links are provided for convenience only and do not mean thatKlawir! #$CL endorses or recommends the information contained in linked we$sites org!arantees its acc!racy timeliness or fitness for a partic!lar p!rpose. Klawir! #$CL takes noresponsi$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 Klawir! #$CLwe$site the legal notice or the firms privacy policy please contact o!r marketing department atK!ar%etin&'lawir!a"c.co!L.
mailto:marketing@lawfirmabcmailto:@LAWFIRMABC.COMmailto:@LAWFIRMABC.COMmailto:marketing@lawfirmabcmailto:@LAWFIRMABC.COM


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ODEL#RI&AC$#OLIC$K*ir! na!eL is a firm that specializes in intellect!al property law with offices in KlocationsL. Thelawyers patent and trade mark agents and staff at Kir! 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 =>>D all Canadian organizations engaged in commercial activities have $eenre)!ired to comply with the+ersonal Inor!ation +rotection and Electronic Doc,!ents #ct&:0I045A;' and the Canadian /tandards Association 2odel Code for the 0rotection of 0ersonalInformation incorporated $y reference into 0I045A. These o$ligations e+tend to lawyers andlaw firms incl!ding Kir! na!eL.

In addition an#ct res-ectin& the +rotection o +ersonal Inor!ation in the +rivate Sectorhas

$een in force in N!e$ec since HHD and sets o!t r!les regarding the collection !se and disclos!reof personal information within that province.

astly as a professional services firm we have professional and ethical o$ligations to keepconfidential the information we receive in the conte+t of a lawyer"client and agent"clientrelationship.

#ersonal Infor'ation

0ersonal information is defined in 0I045A as information a$o!t an identifia$le individ!al $!tdoes 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$tain yo!r consent to collect !se and disclose yo!r personal information.,s!ally if yo! retain o!r firm we ass!me that we have yo!r implied consent to o!r collectionand !se of yo!r personal information however at times we may ask for yo!r e+press consenteither ver$ally or in writing. 7enerally we collect yo!r personal information directly from yo! atthe start of or d!ring the co!rse of yo!r retainer with o!r firm. /ometimes we may o$taininformation a$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 name-

We !se yo!r personal information to provide legal advice and services to yo! to iss!e invoicesand to maintain o!r data$ase of clients. In addition if yo! apply for a position with Kir! na!eLwe will !se yo!r personal information to assess yo!r candidacy. astly we may !se yo!r contactinformation &name e"mail and postal address' so that we may comm!nicate with yo! a$o!t


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recent developments in the law keep yo! a$reast of Kir! na!eL news and invite yo! to o!r firmevents.

With(ra.al of Consent

o! may withdraw yo!r consent to o!r collection !se and disclos!re of yo!r personalinformation at any time s!$-ect to legal and8or contract!al restrictions and !pon reasona$lenotice. o!r withdrawal of consent to o!r collection !se and disclos!re of yo!r personalinformation may impact o!r a$ility to represent yo! and provide yo! with legal advice.

o! can ask !s not to send yo! marketing comm!nications $y following the opt"o!t instr!ctionsin each comm!nication or yo! may let !s know $y contacting o!r marketing department atK,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 somee+amples where we may disclose yo!r personal information% s!ch disclos!re is necessary tocollect fees or dis$!rsements* we contract with a third party to provide !s with certain servicess!ch as archival file storage or ins!rance. &In s!ch cases we will !se contract!al or other meansto ens!re the third party service provider is $o!nd $y o$ligations regarding privacy which areconsistent 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 theco!rse of the retainer any of yo!r information changes please inform !s so that we can makeany necessary changes. We may also ask yo! from time to time whether yo!r personalinformation 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 protectedagainst 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 toprevent !na!thorized comp!ter access or OhackingO* and internal passwords that restrict access too!r electronic files.

Access to )o*r #ersonal Infor'ation

o! have a right to challenge the acc!racy and completeness of yo!r personal information and tohave it amended as appropriate. o! also have a right to re)!est access to yo!r personalinformation and receive an acco!nting of how that information has $een !sed and discloseds!$-ect to certain e+ceptions prescri$ed $y law. For e+ample if the re)!ested information wo!ldreveal personal information a$o!t another individ!al yo!r re)!est for access may $e limited or


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denied. If yo!r re)!est for access is denied Kir! na!eL will notify yo! in writing of the reasonfor the denial.

To re)!est access or to amend yo!r personal information please contact the lawyer or agent withwhom yo! normally correspond or write to o!r 0rivacy Contact at the address $elow. K*ir!

na!eL will respond within thirty &>' 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 ofyo!r personal information. In)!iries sho!ld $e directed to Kir! na!esL 0rivacy Contact !singthe contact information $elow. K*ir! na!eL will investigate all complaints and will respondwithin > days of receipt of a written in)!iry. If the complaint is fo!nd to $e -!stified Kir!na!eL will take appropriate meas!res to resolve it incl!ding if necessary amending this 0olicyand its proced!res.

We%site #ri0ac)

ike most other commercial we$sites we may monitor traffic patterns site !sage and related siteinformation to optimize yo!r visit to o!r we$site.

We do not !se cookies or any electronic means to collect personal information from yo! or yo!rcomp!ter* however o!r we$site server will a!tomatically collect I0 addresses. We may view theI0 log from time to time for e+ample to maintain the sec!rity of o!r we$site. We do not link theI0 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 personalinformation if yo! wish to withdraw yo!r consent to o!r !se of yo!r personal information or tore)!est access to or !pdate any information we have on file please contact the lawyer or agentwith whom yo! are dealing or contact%

Kcontact -ersonLKlaw ir!LKaddressL

If any complaint or in)!iry is not handled to yo!r complete satisfaction yo! may contact%

0rivacy Commissioner of Canada= 3ent /treet1ttawa 1ntario3A 6

Telephone% .HHE.?=>Toll free% .?>>.=?=.G.


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Commission dPaccQs R lPinformation d! N!S$ecD?> /t. a!rent/!ite E>2ontreal N!e$ec

6= G

Telephone% ED.?G.DHToll Free% .???.E=?.GGD

Changes to this #ri0ac) #olic)

We may change this 0rivacy 0olicy from time to time. Any changes will $e posted on o!rwe$site at Kwww.lawir!.co!L and will $e made availa$le !pon re)!est thro!gh yo!r contact atKir! na!eL. 0lease check from time to time to ens!re yo! are aware of o!r c!rrent policy. This0rivacy 0olicy is effective KdateL.


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A&OIDINGTACTICALCONFLICTS

1n occasion a party will intentionally contact or attempt to meet with one or more lawyers forthe 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 thelawyer&s' contacted may not $e a$le to act for the other party especially if confidentialinformation was disclosed.

This $ehavio!r occ!rs )!ite fre)!ently in the family law area and in specialized areas of the lawwhere there are a limited n!m$er of e+perts. In smaller comm!nities this can $e very fr!stratingas 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 havehandled.

To prevent these tactical conflicts from occ!rring law firms sho!ld have clear and esta$lishedproced!res to screen all incoming calls and en)!iries for potential conflicts. /taff and lawyerssho!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$eing sensitive not to ask for or collect confidential information. An intake conflicts screeningform can help ens!re that the appropriate information is collected to identify possi$le conflicts.

When it appears that a caller may $e trying to create a tactical conflict this sho!ld $e caref!llyconfirmed 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 voicemailgreetings 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 ormaterials sent to the firm or left on voicemail will not $e g!aranteed confidentiality and thataccess to or !se of the site or firm voicemail does not create a solicitor"client relationship.


18/76

FIRSTCONTACTCONFLICTSSCREENINGFOR

/his or! is intended to ens,re that an lawer or sta -erson havin& an initial conversation orco!!,nication with a -otential client collects all inor!ation necessar or a conlicts o

interest search while at the sa!e ti!e avoidin& an disclos,re to the ir! o an conidentialinor!ation that wo,ld tri&&er conlicts o interest iss,es with c,rrent or ,t,re clients.

0lease !se this form to screen incoming calls for potential conflicts ofinterest. In partic!lar this form is intended to help prevent clients fromintentionally creating a conflict of interest that wo!ld dis)!alify one of thelawyers 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 ormeeting with the client.

04A/4 51 91T C14CT A9 C19FI549TIA I9F1#2ATI19 W649

C1204TI97 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 aconflicts 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


19/76

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

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% es 9o

#etainer declined% es 9o

0otentially 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' laywitness&es' opposing co!nsel

Corporate8B!siness8#eal 4state% owner8spo!se partner&s' shareholder&s' director&s' officer&s's!$sidiaries8affiliates key employees $!yer&s' seller&s' property address any opposing party intransaction property 0I9 n!m$er.


20/76

4state 0lanning% e+ec!tor spo!se or partner8children8heirs8devisees personal representativetestator

0ro$ate% deceased personal representative spo!se or partner8children8heirs8deviseestr!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'


21/76

BEWARET"EDANGERSOFACTINGFORFAIL$AND

FRIENDS

At one time or another every practising lawyer has $een approached $y a friend or familymem$er for legal advice. For most the nat!ral inclination is to help. 6owever acting for friendsand family is risky $!siness% o! sho!ld think twice $efore doing so.

5!e to the closeness of the relationship the help offered $y lawyers acting for family or friendstends to $e informal or is at a level that is less formal than it wo!ld $e for a reg!lar client. Thislack of formality can res!lt in the c!tting of corners or a fail!re to o$tain consents or writteninstr!ctions. 2is!nderstandings as to the scope and nat!re of the services to $e provided aremore likely d!e to the informal handling of the matter. astly standard proced!res may not $efollowed incl!ding completing a conflicts check opening a file signing a retainer agreementsending correspondence etc. All these standard proced!res are s!pposed to $e followed for goodreason and sho!ld occ!r on every matter that yo! handle regardless of yo!r relationship to aclient.

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!dyo!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$ers and often yo! will find yo!rself doing the work on a-ro "ono$asisor 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 orpersonal relationship. The inevita$le h!rt feelings may affect yo!r relationship withthat person and with other family mem$ers.

/imilarly changes in family relationships or circ!mstances s!ch as separation ordivorce can also colo!r how family mem$ers view yo!r earlier legal advice orservices.

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


22/76

all cases yo! sho!ld avoid acting on a matter that is o!tside yo!r area or areas of e+pertise andthis 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 $etterens!re that the lawyer acting on their $ehalf has the right e+pertise and is a$le to offerindependent and o$-ective advice. ,sing o!tside co!nsel ens!res that errors do not affectpersonal relationships things are more likely to $e doc!mented family mem$ers are more likelyto $e more realistic in their e+pectations and the acting lawyer can more easily give the clientthe advice they wo!ld prefer not to hear &e.g. :yo! dont have a case;'.


23/76

G!IDELINESFORNON3ENGAGEENTLETTERS

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 legalrepresentation 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 acceptwill help to avoid these pro$lems. o!r non"engagement letters sho!ld $e clearly worded andaddress 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 posesas an immediate pro$lem specific reference sho!ld $e made to a need for the personto 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 tothose 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 ofwhat was done in the event )!estions arise in the f!t!re. 0!t the names of clients or matters thatdid not engage the firm in yo!r conflicts system so that appropriate flags are raised in the eventof a f!t!re conflicts search.


24/76

ODELNON3ENGAGEENTLETTER

/his is a &eneral non(en&a&e!ent letter that conir!s to a -otential client1 ater a cons,ltationor -hone conversation1 that the ir! is ,na"le to act on the !atter. Reasons or declinin& the

retainer !a or !a not "e stated. It contains a warnin& a"o,t li!itation -eriods. #ltho,&h-erha-s i!-ractical or so!e t-es o !atters1 i o, have done the cons,ltation witho,treceivin& conidential inor!ation conir! this in the letter so that o, are -rotected ro! ,t,re

alle&ations o a conlict o interest.

K*ir! letterheadL

KDeliver !ethodL

KDateL

K+otential client addressL

Re2 #otential Engage'ent Regar(ing 1Descri"e -otential !andate-

5ear K+otentialclient 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!tcomeof the matter. 0lease note that since we are not e+pressing an opinion in this instance no chargeis $eing made.

KWhere potential client is a claimant% There are stat!tes of limitations or deadlines that mayapply to prevent yo! from p!rs!ing yo!r claim if yo! do not take action on a timely $asis toprotect yo!r rights or remedies.L

KWhere a specific stat!te of limitations poses as an immediate pro$lem% 0lease note that there isa stat!te of limitation that applies with respect to yo! p!rs!ing yo!r claim. o! m!st commencea co!rt action $y KdateL. If yo! fail to do so yo! will not $e a$le to p!rs!e a claim for damagesagainst Kna!e o deendantL. 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 Kseto,t details o client)s circ,!stances as e-lained to o,L. In yo!r circ!mstances I wo!ld adviseyo! to Kset o,t the advice o, &ave the clientL. I do not charge fees for initial cons!ltationsL.


25/76

KIf there is a local lawyer referral service% If yo! do not have another lawyer in mind to representyo! we s!ggest contacting the Kna!e o local lawer reerral serviceL which maintains a list oflawyers who may $e availa$le to represent yo!r interests in this matter. They can $e reached atKinsert tele-hone n,!"erL.

KWhere comm!nications with the potential client involved doc!ment or property e+change%Weare ret!rning with this letter doc!ments we reviewed regarding this matter and confirm that weare 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 weconfirm Ki o,1 ideall1 a&reed when the a--oint!ent was set(,- as was agreed when weinitially set"!p o!r appointmentL that yo! did not reveal any confidential information to !s at themeeting today and as s!ch there can $e no o$-ection on a conflict of interest $asis to o!r firmacting in this or related matters for any other c!rrent or f!t!re client.L

KIn ,e"ec onl re5,ired" /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 legalassistance in the field of K-ractice concentrationL we hope that yo! will think of !s again in thatconte+t. KIf appropriate add We enclose a copy of o!r $roch!re descri$ing o!r practice inK-ractice areaL.L

/incerely

KSi&nat,reL

I VVVVVVVVVVVVV here$y acknowledge receipt of the a$ove letter and my agreement with all thatis 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 TaskForce on Conflicts of Interest'.


26/76

ODELTERINATIONOFANDATELETTER

/he -,r-ose o this letter is to !a%e clear that the en&a&e!ent has ended and to avoid theinerence 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 conlict o interest -,r-oses. In -lainlan&,a&e it states to the client the !atter is over1 o, have -aid o,r ees1 and o, are no lon&era client o the ir!. /hat !eans we have no ,rther d,t to loo% ater o,r interests. /hat also

!eans we are ree to s,e o, when we act or other clients on !atters that are not related to the

co!-leted !atter.

K*ir! letterheadL

KDeliver !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 thatKset 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 thismatter.

KIdeall o, have had the lan&,a&e in the ollowin& -ara&ra-h in o,r retainer a&ree!ent1 andreviewed it with the client at the ti!e o retainerL

0lease note as yo! are no longer o!r client !nder applica$le professional r!les we may representanother client in any matter that is directly adverse to yo!r immediate interests provided that &i'the other matter is not the same as or related to the matter in which we previo!sly representedyo! and &ii' we protect yo!r relevant confidential information. Ko! acknowledge that the timelyesta$lishment of a confidentiality screen will $e s!fficient protection of the confidentiality ofs!ch information so that o!r firm may represent another client in s!ch other matter.L

7Note that how o, -rotect conidential inor!ation will de-end on the circ,!stances o each

!atter. I o, wo,ld li%e o,r client to consent to the ir!)s ,t,re ,se o conidentialit screensto -rotect conidential inor!ation1 incl,de the last sentence. Note that ,lti!atel1 the

a--ro-riateness o a conidentialit screen will alwas t,rn on the -artic,lar acts. I o, are

not re5,estin& that consent in advance1 delete the last sentence.L


27/76

KIn ,e"ec onl re5,ired" /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 rSdigSeen 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 add 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 thatis stated in it.

KSi&nat,reL

KDateL


28/76

ODELENGAGEENTLETTER3 LONG

K*ir! letterheadL

KDeliver !ethodL

#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 Kir! na!eL. We are pleased to represent yo! on the

$asis set o!t $elow%

. Descri+tion of an(ate

&a' o! 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-eciic wor% conte!-lated " the

!atter. Identi clearl an restrictions or li!itations on the retainer. I theretainer is li!ited to certain areas o -ractice1 identi s,ch li!itations in order

to ens,re that there will "e no s,"se5,ent !is,nderstandin& as to the etent o

o,r res-onsi"ilities. *or ea!-le1 s-eci whether or not ta advice is incl,ded

as -art o the retainer. Descri"e the retainer in s,ch a wa that the sco-e o wor%does not carr on indeinitel ",t will co!e to a deinite and identiia"le end.8

&$' We will provide yo! with legal services which in o!r professional -!dgment arereasona$ly necessary and appropriate to carry o!t this mandate.

&c' We confirm that &i' we are not providing legal advice or services e+cept asdescri$ed a$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 developmentsrelating to this matter.

=. Descri+tion of Client

We will $e representingKna!es o -ersons or entitiesL &:yo!;' in this matter. KIf anotherentity will $e paying the fees add%even tho,&h in certain instances the -a!ent o o,r ees !a

"e the res-onsi"ilit o KL Ks-eci 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 areshareholders directors or officers of a corporation its parent s!$sidiaries or affiliates* partnersof a partnership or -oint vent!re* or mem$ers of a trade association or other organization. Inacting for yo! we are not acting for or taking on any responsi$ilities o$ligations or d!ties to any


29/76

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 o,r clients. :here o, are actin&or !ore than one client1 o, !,st incl,de -rovisions on the ;oint re-resentation < See Section =

"elow.L

. Instr*ctions

We will accept instr!ctions from anyone in yo!r organization who has apparent a!thority inconnection with this matter !nless yo! instr!ct !s otherwise.

KorL

We will accept instr!ctions for this engagement fromKna!e o -ersonLor s!ch other person asKna!e o -ersonLadvises !s is a!thorized to instr!ct !s.

KConsider whether the -erson desi&nated to -rovide instr,ctions has or !i&ht have a conlict&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!$-ectonly to applica$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 confidentialinformation wo!ld $e relevant to o!r representation of yo!' or disclose to othersinformation we hold in confidence for yo! &even where s!ch confidentialinformation may $e relevant to o!r representation of those others'.

KConsider whether to e-and this sentence in circ,!stances where it isantici-ated that the ir! !a have inor!ation ro! another client that is

!aterial to this client. /his co,ld re5,ire1 or ea!-le1 the esta"lish!ent o aconidentialit 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 thato!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 notidentified a conflicting interest in representing yo! in this matter. We searchedyo!r name as well as the following names that yo! have provided to !s as $eingrelevant%

K>ist all na!es searched.L


30/76

KI the conlict search reveals a conlictin& interest1 the ir! re5,ires the inor!edconsent o "oth clients to the ir! actin&. /his -ara&ra-h sho,ld "e a!ended to

relect the conlictin& interest. In addition1 this !a "e an a--ro-riate -lace todescri"e the conlictin& interest and conir! the consent o this client.L

&c' 0lease let !s know immediately if there are any other names that we sho!ld searchin connection with this matter or if there are any changes or additions to thesenames in the f!t!re. We are relying on yo! to let !s know of any other partieswho $ecome involved in this matter incl!ding any parties whose interests may $eadverse to yo!rs.

&d' 0lease note that we do not normally consider o!rselves to have a conflictinginterest $eca!se we represent another client who is a $!siness competitorc!stomer or s!pplier of yo!rs* or is asserting thro!gh !s legal positions orarg!ments that may $e inconsistent with those yo! are asserting or may wish toassert* or is adverse in interest in another matter to an entity with which yo! havea relationship thro!gh ownership contract or otherwise. ,nless yo! have asked!s to perform a search against partic!lar entities descri$ed in one of the a$ovecategories o!r conflict search will not identify any iss!es arising from o!rrepresentation of them.

. Re+resentation of Other Clients

We wish to avoid any circ!mstances in which yo! wo!ld regard o!r representation of anotherclient to $e inconsistent with o!r d!ties to and !nderstandings with yo!.

K1ption % 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 whichcreates a conflicting interest.

&$' We are not aware of any c!rrent matters where we act on $ehalf of other clientswhich create a conflicting interest.

KI a conlict search reveals a !atter in which there is a conlictin& interest and"oth clients consent to the ir! actin&1 this -ara&ra-h sho,ld "e a!ended to

relect that act. In addition1 this !a "e an a--ro-riate -lace to descri"e the

conlict and conir! 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 toact on terms satisfactory to all concerned.

&d' KConsider incl,din& the ollowin& cla,se which addresses the ir!)s o"li&ationsto 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 mayrepresent another client in any matter that is adverse to yo!r interests provided


31/76

that &i' the other matter is not the same as or related to the matter in which weprevio!sly represented yo! and &ii' we protect yo!r relevant confidentialinformation. Ko! acknowledge that the timely esta$lishment of a conflict screenwill $e s!fficient protection of the confidentiality of s!ch information so that o!rfirm may represent another client in s!ch other matter.L

KNote that how o, -rotect conidential inor!ation will de-end on thecirc,!stances o each !atter. I o, wo,ld li%e o,r client to consent to the

ir!)s ,t,re ,se o conidentialit screens to -rotect conidential inor!ation1incl,de the second sentence. Note that ,lti!atel1 the a--ro-riateness o a

conidentialit screen will alwas t,rn on the -artic,lar acts. I o, 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 ison the $asis that yo! now consent to o!r representation of other clients in othermatters that may $e adverse to yo!r interests and to o!r representation in othermatters of the party that is adverse to yo! in this matter provided that &i' the othermatter is not the same as or related to any matter in which we are thenrepresenting yo! and &ii' we protect yo!r confidential information. Ko!acknowledge that the timely esta$lishment of a conflict screen will $e s!fficientprotection of the confidentiality of s!ch information so that o!r firm mayrepresent another client in s!ch other matter.L

KNote that how o, -rotect conidential inor!ation will de-end on the

circ,!stances o each !atter. I o, wo,ld li%e o,r client to consent to their!)s ,t,re ,se o conidentialit screens to -rotect conidential inor!ation1

incl,de the second sentence. Note that ,lti!atel1 the a--ro-riateness o a

conidentialit screen will alwas t,rn on the -artic,lar acts. I o, are notre5,estin& that consent in advance1 delete the second sentence.L

&$' o!r consent means that while we are representing yo! in this matter we co!ldrepresent another client in an !nrelated matter that is adverse to yo!r interestsincl!ding a laws!it negotiation financing transaction a!ction or other ac)!isitiontransaction reg!latory proceeding insolvency8restr!ct!ring or other matter.

K/his consent will -er!it o, to act a&ainst an -tion 2 client in ,nrelated!atters1 ",t does not etend to o,r actin& a&ainst an -tion 2 client in a related!atter. I o, want to do this1 o, sho,ld o"tain an e-ress consent ro! each

client.L

&c' When yo! are no longer o!r client !nder applica$le professional r!les we mayrepresent another client in any matter that is adverse to yo!r interests providedthat &i' the other matter is not the same as or related to the matter in which we


32/76

previo!sly represented yo! and &ii' we protect yo!r relevant confidentialinformation. Ko! acknowledge that the timely esta$lishment of a conflict screenwill $e s!fficient protection of the confidentiality of s!ch information so that o!rfirm may represent another client in s!ch other matter.L

KI o, wo,ld li%e this client to consent to the ir!)s ,t,re ,se o conidentialitscreens to -rotect conidential inor!ation1 incl,de the last sentence. Note that,lti!atel1 the a--ro-riateness o a conidentialit screen will alwas t,rn on the

-artic,lar acts. I o, are not re5,estin& that consent in advance1 delete the lastsentence.L

We are relying on the consents descri$ed a$ove in agreeing to represent yo! in this matter andwe will not $e seeking any f!rther consent from yo! or cons!lting with yo! $efore advisingacting for or representing another client with interests adverse to yo!rs. We thereforerecommend that yo! seek advice from independent legal co!nsel &which !a incl,de o,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 o, are actin& onl 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. *orea!-le1 it is -er!issi"le with client consent to act or !,lti-le -arties on the sa!e side o atransaction ",t a lawer !,st not advise the! on an contentio,s iss,es or act on !ore than one

side o a dis-,te. It is i!-ortant that o,r ;oint clients ,nderstand that there can "e @no

secretsA as "etween the!. Note that this -ara&ra-h !a not relect 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 arerepresenting more than one client in the same matter in which each client hasseparate and potentially conflicting interests we can only accept s!ch anengagement if &i' we $elieve that we can provide competent and diligentrepresentation to each client and &ii' we have the informed consent of each clientto the terms of the -oint retainer as they relate to conflicts and confidentiality.

KEns,re that the inor!ed consent is "ein& &iven inde-endentl " each client andnot " a -erson who is s,";ect to a conlict o interest.L

&$' We $elieve that we will $e a$le to provide competent and diligent representationto each of yo! in a -oint retainer $eca!se

K>ist the reasons wh o, "elieve a ;oint retainer is a--ro-riate. Incl,de anass,!-tions o, are !a%in& a"o,t the -otential or conlict1 the so-histication o

the -arties1 li!itations on the en&a&e!ent1 the re-resentation o third -artinterests s,ch as !inorit shareholders and an other considerations that !i&ht

"e relevant1 s,ch as inor!ation the client has &iven o, and on which o, are

relin& to satis o,rsel as to the a--ro-riateness o the ;oint re-resentation.L


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&c' Beca!se we are -ointly representing each of yo! !nder this engagement !nder o!rprofessional and ethical o$ligations%

&i' 9o information received $y !s from either KanL of yo! in connection withthis matter can $e treated as confidential insofar as each other is

concerned.

&ii' If a conflict develops $etween Ka!on&L yo! that cannot $e resolvedKincl!de one of the following options%L we will $e !na$le to act for all ofyo! 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 KitBtheL will not assert that o!r prior

representation of KitBthe!L prevents !s from acting for Kavo,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

&d' We recommend that yo! take the opport!nity to cons!lt with independent legalco!nsel Kwhich !a incl,de o,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!dingwhere appropriate an identification of the personnel who will $e working on the matter and theirstandard rates.

H. Ter'ination

&a' o! may terminate yo!r engagement of !s for any reason prior to the completionof this engagement $y giving !s written notice to that effect. 1n s!chtermination all !npaid legal fees and dis$!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 reasonincl!ding as a res!lt of conflicts of interest that arise or !npaid legal fees ordis$!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 !pontermination or completion of this engagement yo! wish to have anydoc!mentation ret!rned to yo! please advise !s. 1therwise any doc!mentation


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that yo! have provided to !s and the work prod!ct completed for yo! will $e dealtwith in accordance with o!r records retention policies and practices. 0lease notethat o!r records retention policies and practices may not $e synchronized withyo!rs. If yo! have any concerns a$o!t what we retain in o!r records or disposeof 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 tothis engagement as we determine to $e appropriate.

The fact that we may s!$se)!ently send yo! information on legal developments witho!t chargeor that we may incl!de yo! in general mailings will not change the fact that o!r engagement has$een terminated.

>. 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 technologyis 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 wecannot g!arantee that all comm!nications and doc!ments will always $e received or that s!chcomm!nications and doc!ments will always $e vir!s free and we make no warranty with respectto any electronic comm!nications $etween !s. In addition we make no warranty with respect tothe sec!rity of any electronic comm!nication $etween !s and yo! consent to o!r e+change ofelectronic comm!nications incl!ding confidential doc!ments !nencrypted.

. #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 ordisclose that personal information for the sole p!rpose of providing o!r services to yo! Kall inaccordance with o,r +rivac +olicL.

=. 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!all "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 necessaryreso!rces of the firm in order to handle this matter properly. If it is appropriate to do so we willinvolve different lawyers articling st!dents or legal assistants to deal with different aspects of


35/76

the matter. 1!r legal assistants incl!de law clerks law st!dents research li$rarians and technicalspecialists. K/he -ersons -ri!aril res-onsi"le or handlin& this !atter and re-ortin& to o,

isBare KL.L

Legal Fees

K1ption % 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 indetermining that val!e we assign ho!rly $illing rates to each of o!r lawyers and legal assistantsand 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%

KL per ho!r

KL per ho!r

It may $e necessary to involve other lawyers articling st!dents and legal assistants to work onthis 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 ofo!r lawyers and legal assistants and other factors. If o!r rates change $efore this matter has $eencompleted 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 weanticipate will $e inc!rred and to provide !pdated estimates as the matter progresses. Beca!seof the inherent diffic!lty of predicting the amo!nt of time a partic!lar matter will re)!ire and theco!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 $ased onthe circ!mstances as we !nderstand them at the time and on ass!mptions a$o!t events that willaffect 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 Kecl,din&Bincl,din&L costs and

e+penses will $e 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 cancomplete the matter witho!t having to perform all of the work ass!med to $e involved.

Costs an( E6+enses


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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 typicallyincl!de long distance telephone charges messenger and e+press delivery charges postage andco!rier charges comp!ter research charges word"processing charges printing and reprod!ctioncosts overtime costs for administrative staff facsimile transmission costs travel e+penses filing

charges Kco,rt re-orter ees or ea!inations and transcri-ts1 witness ees1 ees or service ole&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 invoicesfrom these o!tside s!ppliers directly to yo! in which case yo! will $e responsi$le to pay theinvoices in accordance with their terms directly to the o!tside s!pplier. Certain costs ande+penses are inc!rred in"ho!se and are $illed at an amo!nt intended to cover o!r direct costs andassociated overhead.

KIt may $e necessary for !s to engage o!tside e+perts Ks!ch as acco!ntants economistsappraisers or investigatorsL to assist in this matter. We will cons!lt with yo! $efore retaining anye+perts.L KIt may KalsoL $e necessary for !s to retain lawyers and others as agents in other-!risdictions. Fees for Ko,tside e-ertsL KandL Ka&ents in other ;,risdictionsL are not incl!ded ino!r legal fees. o! will $e responsi$le for payment of all fees and costs and e+penses of allKe-ertsL KandL Ka&ents in other ;,risdictionsL retained on yo!r matter. 1rdinarily yo! will $easked 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 $e sent to yo! monthly Kand atthe closin& o the ileL and are paya$le Kon recei-tBat closin&L. Interest is charged at thepre-!dgment rate of interest on amo!nts o!tstanding greater than > days. KEach state!ent will

-rovide a detailed s,!!ar o the services -rovided.L Ko, will a--reciate that o,r contin,edwor% on this !atter is contin&ent on the ti!el -a!ent o o,r state!ents o acco,ntKand thehono,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 KL. KThis retainer will $e held in tr!st and

credited against the final statement of acco!ntX$!t not against any interim statements ofacco!ntXand any amo!nt remaining after final payment will $e ret!rned.L KThis retainer will $eheld 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 mayre)!est an increase in the amo!nt of the retainer $efore any period of significant activity.L

KIn ,e"ec onl re5,ired" /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 rSdigSeen anglais R la demande e+presse des parties.L


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0lease confirm the terms of the #etainer $y signing this letter and ret!rning a copy to myattention.

o!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%


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ODELENGAGEENTLETTER7 S"ORT

Engage'ent Confir'ation

Client1s-2 The clientKsL for which we are engaged to act in this matter KisBareL KL. We are notacting 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 Kegal 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+ityof the legal iss!es involved the res!lts of the representation the effect of the engagement on o!ra$ility to !ndertake other engagements and the ho!rly rates at which we record the time of thoseinvolved.L or Kegal 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 > 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 toapplica$le lawyer professional8ethical r!les'. ,nless otherwise terminated the engagement endswhen o!r work on the engagement is completed and o!r final acco!nt in the matter is rendered.

Conflicts an( Confi(entialit)

Conidentialit. We !ndertake not to disclose or mis!se yo!r confidential information s!$-ectonly to applica$le law and lawyer professional8ethical r!les.

#ctin& adverse to o, ater o, are no lon&er a client. o! acknowledge that after yo! are nolonger 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 o, while o, are a client.While yo! are a client we will not act for anotherclient whose interests conflict with yo!r interests in this matter !nless yo! consent. KIn thisre&ard1 -rovided that i the other !atter is not the sa!e as or related to an !atter in which we

are c,rrentl re-resentin& o,1 and ii we -rotect o,r conidential inor!ation1 o, a&ree notto o";ect to o,r re-resentation o another client in an en&a&e!ent that is adverse to o,r

interests incl,din& in liti&ation.L KAnother clients interests will not normally $e considered


39/76

adverse to yo!rs merely $eca!se the other client is a $!siness competitor of yo!rs or is assertingthro!gh !s legal positions that are inconsistent with legal positions yo! are asserting or is adversein interest to entities with which yo! have a relationship thro!gh ownership or otherwise.L

Koint re-resentation. :e have "een as%ed " each o o, to ;ointl re-resent o, in this !atter.

$eca,se o the -otential or conlict that arises whenever we are re-resentin& !ore than oneclient on !atters on which each client has se-arate and -otentiall conlictin& interests1 we can

acce-t s,ch an en&a&e!ent onl i i we "elieve that we can -rovide co!-etent and dili&ent

re-resentation to each client1 and ii we have the inor!ed consent1 &iven " re-resentatives oeach client who are the!selves not s,";ect to the -otentiall conlictin& interests1 to the ter!s o

the ;oint retainer as the relate to conlicts and conidentialit.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 lawyerprofessional8ethical r!les no information received $y !s from any of yo! in connection with thismatter can $e treated as confidential insofar as each other is concerned. If a conflict developsamong 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 -ointengagement.L KWe !nderstand that yo! Khave each o"tainedBeach intend to o"tainL independentlegal 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 ,e"ec onl re5,ired" /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 rSdigSeen 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 myattention.

o!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%


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ODEL8I ANOT$O!RLAW$ER9 LETTER

n occasion o, will !eet with -eo-le who are connected with a !atter ",t not otherwise o,rclient. *or ea!-le1 where o, 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 o,!eet with the children o an elderl co,-le in the co,rse o doin& estate -lannin& wor%. In thesecases an @I a! not o,r lawerA letter can serve to !a%e it crstal clear or which individ,als

o, are and are not actin&.

K*ir! letterheadL

KDeliver !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 $erepresenting KNa!e the -art or -arties the ir! will re-resentL in connection with K+rovidedetails 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 personalinvolvement in this matter and anticipate having m!ch contact with yo! thro!gho!t o!r mandateplease !nderstand that yo! personally are not o!r client. For this reason we stronglyrecommend that yo! cons!lt with yo!r own lawyer regarding iss!es which have an impact onyo!r personal interests in this matter.

We f!rther confirm that we have not received any confidential information regarding yo!rinterests in the matter. KWhere comm!nications with the non"client involved doc!ment orproperty e+change%We ret!rn herewith those doc!ments we reviewed regarding this matter andconfirm that we are not in possession of any doc!ments or property $elonging to Knon(clientLL

KIn ,e"ec onl re5,ired" /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 rSdigSeen 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!.


41/76

o!rs tr!ly

K>awer 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 WilliamFreivogel an American e+pert on conflicts matters and precedent from the aw /ociety of

British Col!m$ia we$site.


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G!IDELINESFOR!LTI#LERE#RESENTATIONS

2!ltiple client representation can involve interests which are either divergent from the o!tset orwill $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 $ediffic!lt to show that each client received the $est possi$le advice that he or she wo!ld havereceived if the lawyer was acting for that party alone and did not have any responsi$ility to theother client or clients with the divergent interest. In the end one or more of the clients maycomplain.

Therefore yo! sho!ld not actU If in do!$t cons!lt with a colleag!e yo!r firm management orconflicts 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


43/76

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


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C"ECKLISTFORCLIENTWAI&EROFCONFLICT

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 theclient in plain lang!age the circ!mstances of the conflict. The e+planation sho!ld incl!de thefollowing%

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 intendedto 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!res!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 $epotentially 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 theparties in the f!t!re as well as yo!r entitlement to retain fees and provision for theadditional costs involved in the event that one of the clients has to seek alternativerepresentation*

a statement that the clients have $een asked to o$tain independent legal advice withrespect to the waiver. If o$tained incl!de a copy of the certificate* if not o$tainedreference the clients election to proceed witho!t independent legal advice.


45/76

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 formonitoring conflicts and in the file.


46/76

ODELLETTERCONFIRINGCONSENTOFCLIENTSTO

#ROCEEDDES#ITE#OSSIBLECONFLICT

:here there is a -otential conlict "etween two or !ore clients1 this letter1 ;ointl addressed to

the!1 conir!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 FL

Attention% KNa!e and titleL

Re2 1S,";ect-

KSal,tationL%

This letter confirms o!r recent Kadd tele-hone conversation or e(!ail echan&e1 i and asa--ro-riateL when we advised yo! that Kir! or weL have $een asked to represent K#$C Inc.Land8or 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 has acted in the -ast1 or

c,rrentl actsL and may in the f!t!re act for KF >td.L and8or related entities KFL and that as ares!lt vario!s Firm lawyers may have ac)!ired confidential information regarding KFL.

K*ir!L has not and will not $e representing KFL in connection with /!$-ect 2atter Kandwhere applica$le add% and1 to o,r %nowled&e1 we have no conidential inor!ation ro! 7F8that is relevant to the S,";ect Matter.L 6aving said that in acting for K#$CL in the /!$-ect2atter we may $e re)!ired to act adverse to the interests of KFL. That is why we so!ght yo!rconsent for !s to act in connection with the /!$-ect 2atter.

We confirm that each of K#$CL and KFL has consented to o!r firm acting for the other and inpartic!lar has waived any conflict of interest that co!ld res!lt from o!r firm acting as co!nsel toK#$CL in the /!$-ect 2atter.

o! acknowledge and agree that all confidential information and any doc!ments that eitherK#$CL or KFL has provided or may provide to o!r firm relating to the /!$-ect 2atter will $etreated $y !s as $oth confidential and privileged insofar as the other client is concerned. Forgreater certainty any information which we may have as a res!lt of o!r firms representation ofKFL or K#$CL will not $e disclosed to the other client or its representatives witho!t priora!thorization.


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K#$CL and KFL each acknowledges and confirms that o!r firm reserves the ri

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