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Thank you for your interest in our Legal Document Gap Processing Tool! As required by our partnering law firms, they will require that you complete the form below. Privacy and data protection is a high priority at Clausehound and we take all of the necessary steps and precautions to ensure the safety of your information. If you have any questions or concerns, please do not hesitate to contact us at info@clausehound.com

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Last modified: 25 April 2016

Effective date: 25 April 2016

Clausehound

Gap Processing Terms of Use

This Gap Processing terms of use (the “Gap Processing User Agreement”) is pursuant and subject to the Clausehound terms of use which can be accessed at https://clausehound.com/terms-use/ (the “ Clausehound Terms of Use”) between Clausehound, a corporation incorporated in Ontario with a registered office address at 615 – 341 King Street East, Toronto Ontario, M5A 1L1 (the “Company”) and [insert Gap Processing User name] (the“Gap Processing User”, and together with the Company, each individually a “Party” and collectively, the “Parties”).

RECITALS

A. The Company wishes to provide the Gap Processing Features (as defined below) of Clausehound’s Gap Processing Tool (the “Product”) to Gap Processing User for the purposes of testing and feedback and in return, will receive a license to use agreement templates, and to receive feedback as compensation from the Gap Processing User.

B. The Gap Processing User wishes to access the Gap Processing Feature of the Product and use such Gap Processing Features for Gap Processing User’s benefit.

In consideration of the mutual covenants herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby covenant and agree as follows:

1. Approval of Terms. By accessing the Product, Gap Processing User agrees to the terms and conditions of this Gap Processing User Agreement, and furthermore, the Gap Processing User represents, warrants and signifies that Gap Processing User has: (a) the required capacity to enter into a binding contract; (b) read, understands and agrees to be bound by this Gap Processing User Agreement as they may be amended from time to time; and (c) read and understands Clausehound Terms of Use.

2. Term. This Gap Processing User Agreement is effective on the date the Gap Processing User accesses the Product and shall continue until the termination of this contract by the Company or the Gap Processing User in accordance with the termination provision below (the “Gap Processing User Agreement Term”).

3. Features. The specific features of the Product that Gap Processing User will have access to under this Gap Processing User Agreement are set out below (the “Gap Processing Features”), and include:

(a) A gap processing report;

(b) A gap analysis tool used to determine missing clauses;

4. Compensation. As full compensation (the “Compensation”) for access to the Gap Processing Features, the Gap Processing User shall provide the Company with templates, and feedback on the Gap Processing Features and usability of the Product.

5. Intellectual Property Rights.

(a) The Gap Processing User understands that: (i) the Product; and (ii) all Company-related e-mails; computer software; advertisements; sponsored content, trade-marks, copywritten material and other intellectual property (all such information, individually and collectively, being the “ Company Content”) are the property of the Company unless stated otherwise. The Gap Processing User hereby assigns to the Company any existing and future right, title or interest that the Gap Processing User may have in the Product during the term of this Gap Processing User Agreement and further waives all of its rights of attribution, paternity, integrity, disclosure and withdrawal, any rights the Gap Processing User may have throughout the world that may be known as "moral rights" (collectively, "Moral Rights") in the Product. No interest, license or right, respecting the Product, other than expressly set out herein, is granted to the Gap Processing User under this Gap Processing User Agreement by implication or otherwise. At the request of the Company, the Gap Processing User agrees to execute such further documentation as may be necessary to give effect to this paragraph.

(b) The Gap Processing User agrees that to the extent that the Product contains any intellectual property owned by the Gap Processing User prior to entrance into this Gap Processing User Agreement (the “Pre-Existing IP”) or unassignable intellectual property during the term of this Gap Processing User Agreement, the Gap Processing User hereby grants to the Company a perpetual, irrevocable royalty-free, worldwide license to use, only as necessary and for internal business purposes of the Company, the Pre-Existing IP and such unassignable intellectual property.

(c) The Company does not claim ownership of Gap Processing User Content (defined below), however by providing information or documentation to the Company, either through (a) registration or use of the Product, or (b) by posting information on the Product or any affiliated social media, including reviews and feedback written by the Gap Processing User, the Gap Processing User grants to the Company an unlimited, perpetual, irrevocable, royalty-free, worldwide and non-exclusive license to reproduce, modify, adapt, translate, incorporate into advertisements and other works, create derivative works, publish, distribute and make the Gap Processing User’s content (“Gap Processing User Content”) available to other companies, organizations, individuals, and Gap Processing Users. The Gap Processing User agrees that such license will continue even after the Gap Processing User stops using the Product.

6. Limited Scope Engagement. You have agreed to enter into a limited scope retainer with Cobalt Lawyers as set out in the limited scope engagement. This limited scope retainer is required in order for Cobalt Lawyers to fulfill their insurance requirements and Cobalt Lawyers has therefore conducted a conflict check and has confirmed there are no conflicts with you. The scope of this engagement is to provide general recommendations based on Cobalt Lawyer’s understanding of the contracts and will be based on the comparison of the two documents selected or provided by the client. This will be based on the comparison table provided to Cobalt Lawyers by the Company. Any additional reviews, comments, clarifications and/or revisions requested by you shall be beyond this limited scope and Cobalt Lawyers (or another lawyer of your choice) will need to be retained separately for those purposes. The cost of the review is $350 (less applicable discounts, if any) which is comprised of the Company software license fee in the amount of $262.50 as well as a work fee charged by the reviewing lawyer to review the processed report in the amount of $87.50 which is priced to reflect a volume discount negotiated by Cobalt Lawyers for the 2016 Q2 beta test period, which if you decide to proceed with a revision of your contract, you agree shall be paid to the Company. Cobalt Lawyers will collect that payment from the Company and Cobalt Lawyers agrees that it has received compensation from the Company.

7. Termination. This Gap Processing User Agreement is effective on the date that the Gap Processing User accesses the Product and will continue to apply until the relationship with the Company is terminated. The Gap Processing User may terminate this Gap Processing User Agreement with the Company at any time by providing the Company thirty (30) days written notice. The Company may terminate the relationship with the Gap Processing User immediately under the following circumstances:

(a) If the Gap Processing User has not adhered to any or all the provisions of this Gap Processing User Agreement or if it appears that the Gap Processing User does not intend to or are unable to comply with this Gap Processing User Agreement, such determination to be made solely at the Company’s discretion;

(b) if the Company has changed its Website Terms of Use or privacy policy and has not received the Gap Processing User’s required consent, subject to the amendment provision in this Gap Processing User Agreement;

(c) if required to terminate the relationship by law;

(d) if the Company receives any notice of the Gap Processing User’s misuse of the Product; or

(e) if provision of the Product is no longer commercially viable for the Company.

Upon termination of the relationship, the Gap Processing User and the Company will immediately revoke the Gap Processing User’s license to use the Product and block all access to the Gap Processing User’s account and, at the sole discretion of the Company, the Company may delete all data and information associated with the Gap Processing User’s account.

8. Confidentiality. Each Party understands and it agrees that it may receive, or have access to, information of an extremely confidential nature during the term of this Gap Processing User Agreement relating to the other Party, its affiliates and subsidiaries, including but not limited to the financial data namely information related to costs, profits, forecasts, sales or commissions, discussions on the Company’s funding valuations, share structure and share ownership, revenue traffic figures, current and prospective customer information, pricing and sales policies and concepts; business plans; marketing data and plans; work product namely from performance under any agreement including reports, correspondence and documentation; sensitive competitive company information; current and prospective client information; pricing and sales policies and concepts; financial information; current and prospective employee information; document assembly systems and software, trade secrets; disclosures; technical information namely inventions, patents, patent applications and registrations, trademarks, trademark applications and registrations, copyrights, copyright applications and registrations and trade names; and other information given in confidence (collectively and individually referred to as the “Confidential Information”).

Each Party is under a legal duty to respect the confidentiality of the Confidential Information. It is imperative that each Party not disclose or discuss the Confidential Information with anyone who is not under a similar confidentiality obligation with Company (either during the term of this Gap Processing User Agreement or after its termination).

9. Non Competition. The Gap Processing User shall not, during and any time prior to one (1) year after termination of this Gap Processing User Agreement, directly or indirectly, engage in any business or activity whatsoever which reasonably may be determined to compete with any portion of the business interests of the Company.

10. Warranties and Liability. The Gap Processing User agrees to adhere to the warranties and liability provisions of the Clausehound Terms of Use.

11. Indemnity. The Gap Processing User agrees that they will defend, indemnify and hold harmless Company and Company’s officers, directors, shareholders, employees, agents and representatives, from and against any and all damages, judgments, liability, costs and expenses (including without limitation any reasonable legal fees), in whole or in part arising out of or attributable to: (a) generally, Gap Processing User’s breach of this Gap Processing User Agreement; Gap Processing User’s access to and/or use of the Product; and any loss of, or damage to, any property, or injury to, or death of, any person (including the Gap Processing User caused by the Gap Processing User’s access to and/or use of the Product; and (b) specifically, the Gap Processing User’s breach of the intellectual property rights of any third party to this Gap Processing User Agreement.

12. Precedence. In the event of a conflict between this Gap Processing User Agreement and the Website Terms of Use, the terms and conditions found herein will prevail.

13. Entire Agreement. This Gap Processing User Agreement sets forth the entire agreement and understanding of the Parties hereto with respect to the subject matter hereof and all prior agreements, discussions and understandings are merged herein. None of the Parties shall be bound by any conditions, definitions, warranties, representations or understandings with respect to the subject matter hereof other than as expressly provided for herein or as duly set forth in writing by subsequent written agreement of the Parties.

14. Amendments. This Gap Processing User Agreement may be modified by Company from time to time, such modifications to be effective by written notice to the Gap Processing User or by Company posting such amendments and modifications on the website.

15. No Waiver. The Gap Processing User agrees that if the Company does not exercise or enforce any legal right or remedy which is contained in this Gap Processing User Agreement or which the Company has the benefit of under any applicable law, this will not be taken to be a formal waiver of the Company’s rights and that those rights or remedies will still be available to the Company. Waivers must be in written form and signed by an authorized representative of the Company.

16. Severability. If any portion of this Gap Processing User Agreement or the Website Terms of Use is deemed unlawful, void or unenforceable by any arbitrator or court of competent jurisdiction, this Gap Processing User Agreement as a whole shall not be deemed unlawful, void or unenforceable, but only that portion of this Gap Processing User Agreement that is unlawful, void or unenforceable shall be stricken from this Gap Processing User Agreement.

17. Assignment. The Gap Processing User may not, without the Company’s prior written consent, assign the Gap Processing User Agreement, in whole or in part, either voluntarily or by operation of law, and any attempt to do so will be a material default of the Gap Processing User Agreement and will be void. The Company may assign this Gap Processing User Agreement to a third party at any time in its sole discretion. The Gap Processing User Agreement will be binding upon and will inure to the benefit of the respective parties hereto, their respective successors in interest, legal representatives, heirs and assigns.

18. Counterparts. This Gap Processing User Agreement may be executed by the parties in counterparts and may be executed and delivered by facsimile and all such counterparts and facsimiles shall together constitute one and the same Gap Processing User Agreement.

Clausehound

Gap Processing Terms of Use

This Gap Processing terms of use (the “Gap Processing User Agreement”) is pursuant and subject to the Clausehound terms of use which can be accessed at https://clausehound.com/terms-use/ (the “ Clausehound Terms of Use”) between Clausehound, a corporation incorporated in Ontario with a registered office address at 615 – 341 King Street East, Toronto Ontario, M5A 1L1 (the “Company”) and [insert Gap Processing User name] (the“Gap Processing User”, and together with the Company, each individually a “Party” and collectively, the “Parties”).

RECITALS

A. The Company wishes to provide the Gap Processing Features (as defined below) of Clausehound’s Gap Processing Tool (the “Product”) to Gap Processing User for the purposes of testing and feedback and in return, will receive a license to use agreement templates, and to receive feedback as compensation from the Gap Processing User.

B. The Gap Processing User wishes to access the Gap Processing Feature of the Product and use such Gap Processing Features for Gap Processing User’s benefit.

In consideration of the mutual covenants herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby covenant and agree as follows:

1. Approval of Terms. By accessing the Product, Gap Processing User agrees to the terms and conditions of this Gap Processing User Agreement, and furthermore, the Gap Processing User represents, warrants and signifies that Gap Processing User has: (a) the required capacity to enter into a binding contract; (b) read, understands and agrees to be bound by this Gap Processing User Agreement as they may be amended from time to time; and (c) read and understands Clausehound Terms of Use.

2. Term. This Gap Processing User Agreement is effective on the date the Gap Processing User accesses the Product and shall continue until the termination of this contract by the Company or the Gap Processing User in accordance with the termination provision below (the “Gap Processing User Agreement Term”).

3. Features. The specific features of the Product that Gap Processing User will have access to under this Gap Processing User Agreement are set out below (the “Gap Processing Features”), and include:

(a) A gap processing report;

(b) A gap analysis tool used to determine missing clauses;

4. Intellectual Property Rights.

(a) The Gap Processing User understands that: (i) the Product; and (ii) all Company-related e-mails; computer software; advertisements; sponsored content, trade-marks, copywritten material and other intellectual property (all such information, individually and collectively, being the “ Company Content”) are the property of the Company unless stated otherwise. The Gap Processing User hereby assigns to the Company any existing and future right, title or interest that the Gap Processing User may have in the Product during the term of this Gap Processing User Agreement and further waives all of its rights of attribution, paternity, integrity, disclosure and withdrawal, any rights the Gap Processing User may have throughout the world that may be known as "moral rights" (collectively, "Moral Rights") in the Product. No interest, license or right, respecting the Product, other than expressly set out herein, is granted to the Gap Processing User under this Gap Processing User Agreement by implication or otherwise. At the request of the Company, the Gap Processing User agrees to execute such further documentation as may be necessary to give effect to this paragraph.

(b) The Gap Processing User agrees that to the extent that the Product contains any intellectual property owned by the Gap Processing User prior to entrance into this Gap Processing User Agreement (the “Pre-Existing IP”) or unassignable intellectual property during the term of this Gap Processing User Agreement, the Gap Processing User hereby grants to the Company a perpetual, irrevocable royalty-free, worldwide license to use, only as necessary and for internal business purposes of the Company, the Pre-Existing IP and such unassignable intellectual property.

(c) The Company does not claim ownership of Gap Processing User Content (defined below), however by providing information or documentation to the Company, either through (a) registration or use of the Product, or (b) by posting information on the Product or any affiliated social media, including reviews and feedback written by the Gap Processing User, the Gap Processing User grants to the Company an unlimited, perpetual, irrevocable, royalty-free, worldwide and non-exclusive license to reproduce, modify, adapt, translate, incorporate into advertisements and other works, create derivative works, publish, distribute and make the Gap Processing User’s content (“Gap Processing User Content”) available to other companies, organizations, individuals, and Gap Processing Users. The Gap Processing User agrees that such license will continue even after the Gap Processing User stops using the Product.

5. Limited Scope Engagement. You have agreed to enter into a limited scope retainer with Cobalt Lawyers as set out in the limited scope engagement. This limited scope retainer is required in order for Cobalt Lawyers to fulfill their insurance requirements and Cobalt Lawyers has therefore conducted a conflict check and has confirmed there are no conflicts with you. The scope of this engagement is to provide general recommendations based on Cobalt Lawyer’s understanding of the contracts and will be based on the comparison of the two documents selected or provided by the client. This will be based on the comparison table provided to Cobalt Lawyers by the Company. Any additional reviews, comments, clarifications and/or revisions requested by you shall be beyond this limited scope and Cobalt Lawyers (or another lawyer of your choice) will need to be retained separately for those purposes. The cost of the review is of no charge.

6. Termination. This Gap Processing User Agreement is effective on the date that the Gap Processing User accesses the Product and will continue to apply until the relationship with the Company is terminated. The Gap Processing User may terminate this Gap Processing User Agreement with the Company at any time by providing the Company thirty (30) days written notice. The Company may terminate the relationship with the Gap Processing User immediately under the following circumstances:

(a) If the Gap Processing User has not adhered to any or all the provisions of this Gap Processing User Agreement or if it appears that the Gap Processing User does not intend to or are unable to comply with this Gap Processing User Agreement, such determination to be made solely at the Company’s discretion;

(b) if the Company has changed its Website Terms of Use or privacy policy and has not received the Gap Processing User’s required consent, subject to the amendment provision in this Gap Processing User Agreement;

(c) if required to terminate the relationship by law;

(d) if the Company receives any notice of the Gap Processing User’s misuse of the Product; or

(e) if provision of the Product is no longer commercially viable for the Company.

Upon termination of the relationship, the Gap Processing User and the Company will immediately revoke the Gap Processing User’s license to use the Product and block all access to the Gap Processing User’s account and, at the sole discretion of the Company, the Company may delete all data and information associated with the Gap Processing User’s account.

7. Confidentiality. Each Party understands and it agrees that it may receive, or have access to, information of an extremely confidential nature during the term of this Gap Processing User Agreement relating to the other Party, its affiliates and subsidiaries, including but not limited to the financial data namely information related to costs, profits, forecasts, sales or commissions, discussions on the Company’s funding valuations, share structure and share ownership, revenue traffic figures, current and prospective customer information, pricing and sales policies and concepts; business plans; marketing data and plans; work product namely from performance under any agreement including reports, correspondence and documentation; sensitive competitive company information; current and prospective client information; pricing and sales policies and concepts; financial information; current and prospective employee information; document assembly systems and software, trade secrets; disclosures; technical information namely inventions, patents, patent applications and registrations, trademarks, trademark applications and registrations, copyrights, copyright applications and registrations and trade names; and other information given in confidence (collectively and individually referred to as the “Confidential Information”).

Each Party is under a legal duty to respect the confidentiality of the Confidential Information. It is imperative that each Party not disclose or discuss the Confidential Information with anyone who is not under a similar confidentiality obligation with Company (either during the term of this Gap Processing User Agreement or after its termination).

8. Non Competition. The Gap Processing User shall not, during and any time prior to one (1) year after termination of this Gap Processing User Agreement, directly or indirectly, engage in any business or activity whatsoever which reasonably may be determined to compete with any portion of the business interests of the Company.

9. Warranties and Liability. The Gap Processing User agrees to adhere to the warranties and liability provisions of the Clausehound Terms of Use.

10. Indemnity. The Gap Processing User agrees that they will defend, indemnify and hold harmless Company and Company’s officers, directors, shareholders, employees, agents and representatives, from and against any and all damages, judgments, liability, costs and expenses (including without limitation any reasonable legal fees), in whole or in part arising out of or attributable to: (a) generally, Gap Processing User’s breach of this Gap Processing User Agreement; Gap Processing User’s access to and/or use of the Product; and any loss of, or damage to, any property, or injury to, or death of, any person (including the Gap Processing User caused by the Gap Processing User’s access to and/or use of the Product; and (b) specifically, the Gap Processing User’s breach of the intellectual property rights of any third party to this Gap Processing User Agreement.

11. Precedence. In the event of a conflict between this Gap Processing User Agreement and the Website Terms of Use, the terms and conditions found herein will prevail.

12. Entire Agreement. This Gap Processing User Agreement sets forth the entire agreement and understanding of the Parties hereto with respect to the subject matter hereof and all prior agreements, discussions and understandings are merged herein. None of the Parties shall be bound by any conditions, definitions, warranties, representations or understandings with respect to the subject matter hereof other than as expressly provided for herein or as duly set forth in writing by subsequent written agreement of the Parties.

13. Amendments. This Gap Processing User Agreement may be modified by Company from time to time, such modifications to be effective by written notice to the Gap Processing User or by Company posting such amendments and modifications on the website.

14. No Waiver. The Gap Processing User agrees that if the Company does not exercise or enforce any legal right or remedy which is contained in this Gap Processing User Agreement or which the Company has the benefit of under any applicable law, this will not be taken to be a formal waiver of the Company’s rights and that those rights or remedies will still be available to the Company. Waivers must be in written form and signed by an authorized representative of the Company.

15. Severability. If any portion of this Gap Processing User Agreement or the Website Terms of Use is deemed unlawful, void or unenforceable by any arbitrator or court of competent jurisdiction, this Gap Processing User Agreement as a whole shall not be deemed unlawful, void or unenforceable, but only that portion of this Gap Processing User Agreement that is unlawful, void or unenforceable shall be stricken from this Gap Processing User Agreement.

16. Assignment. The Gap Processing User may not, without the Company’s prior written consent, assign the Gap Processing User Agreement, in whole or in part, either voluntarily or by operation of law, and any attempt to do so will be a material default of the Gap Processing User Agreement and will be void. The Company may assign this Gap Processing User Agreement to a third party at any time in its sole discretion. The Gap Processing User Agreement will be binding upon and will inure to the benefit of the respective parties hereto, their respective successors in interest, legal representatives, heirs and assigns.

17. Counterparts. This Gap Processing User Agreement may be executed by the parties in counterparts and may be executed and delivered by facsimile and all such counterparts and facsimiles shall together constitute one and the same Gap Processing User Agreement.

Limited Engagement Letter from Cobalt Lawyers

Terms of Service

Fixed fee

The cost of your contract comparison review is of no charge.

Conflict of Interest Check
Cobalt Lawyers will perform a “conflict check” prior to commencing work on this matter. If there is a material conflict, Cobalt Lawyers will notify you, the client. In certain matters, the law society will only allow us to represent one of the parties on the matter.

Discussions and/or Negotiations are outside of scope
If discussions are required or if, negotiations commence, our hourly rate will apply. A commercial/transaction lawyer will be assigned to your file should any such negotiations arise.

Taxes, expenses and disbursements not included
Any government filing fees (this comes up from time to time, e.g. when amending a company's articles of incorporation) are not included in our fees, nor are taxes, or expenses that have been approved by you in writing.

Time frame
As specified in the Clausehound Gap Processing Terms of Use.

Expiration of quote
Prices are subject to change, and this fixed fee quote is valid for 30 days from the date at which this quote was provided to you, after which time we will be happy to provide you with a new quote (if there are any changes to your requirements or to our fees).


Additional Terms

Additional clarification on Fees
Our blended rate of CAD 350 per hour is based on fees that range between CAD 90 per hour for our paralegals and CAD 450 per hour for our senior lawyers. Please be advised that charges for services rendered are based primarily on the time expended by lawyers and staff, but also include factors such as complexity, urgency and value received. Please also note that Cobalt reviews its fees annually in February of each year, and that our charge out rates and any other fee arrangements may be revised at that time.

Scope of Work - Change Management
COBALT LAWYERS WILL NOT PERFORM ANY LEGAL SERVICES IN CONNECTION WITH THE SCOPE OF WORK WITHOUT EXPLICIT INSTRUCTION FROM THE CLIENT TO DO SO, AND SHOULD THERE BE ANY CONFLICTS OR ISSUES IDENTIFIED IN CONNECTION WITH THE SCOPE OF WORK THAT WOULD RESULT IN ADDITIONAL EFFORT BEYOND TIME ESTIMATES, COBALT WILL INFORM THE CLIENT AND WOULD SEEK APPROVAL FROM THE CLIENT PRIOR TO COMMENCING SUCH ADDITIONAL WORK. Whenever possible (i.e other than in situations of urgency), for tasks requested of Cobalt that are not included in the Scope of Work, Cobalt will provide a fee estimate to be approved by the Client in advance of the commencement of such tasks.

Contact
This Engagement Letter is intended to address any immediate queries the Client might have about the terms of Cobalt’s engagement to perform the Scope of Work. The Client is encouraged to contact Cobalt at the email, mailing address or telephone numbers listed herein with any questions or concerns. Cobalt has strict confidentiality policies and procedures and any information you provide to Cobalt will be kept strictly confidential. Please note that Cobalt’s voicemail and email systems are confirmed by our service providers to be confidential. You should be aware that e-mail is not a fully secure medium, and you should be aware of this when contacting us to send personal or confidential information.


Scope of Work (List of Requested Services)

You have agreed to enter into a limited scope retainer with Cobalt Lawyers as set out in the scope below. This limited scope retainer is required in order for Cobalt Lawyers to fulfill their insurance requirements and Cobalt Lawyers has therefore conducted a conflict check and has confirmed there are no conflicts with you. The scope of this engagement is to provide general recommendations based on our understanding of this contract and based on the comparison of the two documents selected or provided by the client. This will be based on the comparison table provided to Cobalt Lawyers by Clausehound Inc. Any additional reviews, comments, clarifications and/or revisions requested by you shall be beyond this limited scope and Cobalt Lawyers (or another lawyer of your choice) will need to be retained separately for those purposes.


Fees:

$0.00

Taxes (Default: ON: HST 13%):

$0.00

TOTAL:

$0.00

All amounts are in CAD.

Cobalt Business Counsel PC is a professional corporation registered in Ontario, Canada under certificate number C02265, and is regulated by the Law Society of Upper Canada. Cobalt's HST# is 855244661RT0001.

Our mailing address:

Cobalt Lawyers
330 Bay Street, Suite 1400
Toronto, Ontario M5H 2S8

Limited Engagement Letter from Cobalt Lawyers

Terms of Service

Fixed fee

The cost of your contract comparison review is $350 (less applicable discounts, if any) which is comprised of a Clausehound software license fee in the amount of $262.50 as well as a work fee charged by the reviewing lawyer to review the processed report in the amount of $87.50 which is priced to reflect a volume discount negotiated by Cobalt Lawyers for the 2016 Q2 beta test period, which if you decide to proceed with a revision of this agreement, you agree shall be paid to Clausehound Inc. Cobalt Lawyers will collect that payment from Clausehound Inc and Cobalt Lawyers agrees that it has received compensation from Clausehound.

Conflict of Interest Check
Cobalt Lawyers will perform a “conflict check” prior to commencing work on this matter. If there is a material conflict, Cobalt Lawyers will notify you, the client. In certain matters, the law society will only allow us to represent one of the parties on the matter.

Discussions and/or Negotiations are outside of scope
If discussions are required or if, negotiations commence, our hourly rate will apply. A commercial/transaction lawyer will be assigned to your file should any such negotiations arise.

Taxes, expenses and disbursements not included
Any government filing fees (this comes up from time to time, e.g. when amending a company's articles of incorporation) are not included in our fees, nor are taxes, or expenses that have been approved by you in writing.

Time frame
As specified in the Clausehound Gap Processing Terms of Use.

Expiration of quote
Prices are subject to change, and this fixed fee quote is valid for 30 days from the date at which this quote was provided to you, after which time we will be happy to provide you with a new quote (if there are any changes to your requirements or to our fees).


Additional Terms

Additional clarification on Fees
Our blended rate of CAD 350 per hour is based on fees that range between CAD 90 per hour for our paralegals and CAD 450 per hour for our senior lawyers. Please be advised that charges for services rendered are based primarily on the time expended by lawyers and staff, but also include factors such as complexity, urgency and value received. Please also note that Cobalt reviews its fees annually in February of each year, and that our charge out rates and any other fee arrangements may be revised at that time.

Scope of Work - Change Management
COBALT LAWYERS WILL NOT PERFORM ANY LEGAL SERVICES IN CONNECTION WITH THE SCOPE OF WORK WITHOUT EXPLICIT INSTRUCTION FROM THE CLIENT TO DO SO, AND SHOULD THERE BE ANY CONFLICTS OR ISSUES IDENTIFIED IN CONNECTION WITH THE SCOPE OF WORK THAT WOULD RESULT IN ADDITIONAL EFFORT BEYOND TIME ESTIMATES, COBALT WILL INFORM THE CLIENT AND WOULD SEEK APPROVAL FROM THE CLIENT PRIOR TO COMMENCING SUCH ADDITIONAL WORK. Whenever possible (i.e other than in situations of urgency), for tasks requested of Cobalt that are not included in the Scope of Work, Cobalt will provide a fee estimate to be approved by the Client in advance of the commencement of such tasks.

Contact
This Engagement Letter is intended to address any immediate queries the Client might have about the terms of Cobalt’s engagement to perform the Scope of Work. The Client is encouraged to contact Cobalt at the email, mailing address or telephone numbers listed herein with any questions or concerns. Cobalt has strict confidentiality policies and procedures and any information you provide to Cobalt will be kept strictly confidential. Please note that Cobalt’s voicemail and email systems are confirmed by our service providers to be confidential. You should be aware that e-mail is not a fully secure medium, and you should be aware of this when contacting us to send personal or confidential information.


Scope of Work (List of Requested Services)

You have agreed to enter into a limited scope retainer with Cobalt Lawyers as set out in the scope below. This limited scope retainer is required in order for Cobalt Lawyers to fulfill their insurance requirements and Cobalt Lawyers has therefore conducted a conflict check and has confirmed there are no conflicts with you. The scope of this engagement is to provide general recommendations based on our understanding of this contract and based on the comparison of the two documents selected or provided by the client. This will be based on the comparison table provided to Cobalt Lawyers by Clausehound Inc. Any additional reviews, comments, clarifications and/or revisions requested by you shall be beyond this limited scope and Cobalt Lawyers (or another lawyer of your choice) will need to be retained separately for those purposes.


Fees:

$87.50

Taxes (Default: ON: HST 13%):

$11.40

TOTAL:

$98.90

All amounts are in CAD.

Cobalt Business Counsel PC is a professional corporation registered in Ontario, Canada under certificate number C02265, and is regulated by the Law Society of Upper Canada. Cobalt's HST# is 855244661RT0001.

Our mailing address:

Cobalt Lawyers
330 Bay Street, Suite 1400
Toronto, Ontario M5H 2S8