Ontario incorporations for small business
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Retainer

This Agreement is a contract between you (the Client) and Smuglers LLP (Smuglers). It applies to the legal services you are retaining Smuglers to provide you with. You must read, agree with and accept all of the terms and conditions contained in this Agreement, as you will be legally bound by them.

1. Client Retains Smuglers as a Law Firm

You are hereby retaining Smuglers to carry on the legal services as set out in the Scope of Work, for the compensation as set out in Payment Section. The solicitor-client relationship will be created upon your payment of the fees. Smuglers is a legal firm that provides all of its legal services on the Internet, by fax and over the telephone. The Client acknowledges the nature of this service.

2. Reliance on Information Provided by You

You hereby acknowledge that Smuglers is relying entirely upon the information provided in the order form submitted by the Client, and you warrant that this information is correct. You also release Smuglers from any liability for relying upon this information.

3. Your Authority

As the Client executing this Agreement, you represent and warrant that you have the authority and power to do so from the Party on whose behalf you are executing this Agreement and submitting this Order.

4. Authority Provided to Smuglers

You hereby authorize Smuglers to act on your behalf with respect to all the matters listed in the Scope of Work, and more specifically you authorize Smuglers to ‘sign’, electronically or otherwise, all electronic or other documents associated therewith on your behalf.

5. Notices and Communication with You

You agree that Smuglers may provide notices and all communication with you by emailing them to the email address provided in the Contact Section of your Order, or by mailing them to the street address provided in the Contact Section of your Order. Such notice shall be considered to be received by you within 24 hours of the time it is emailed to you unless we receive notice that the email was not delivered. If the notice is sent by mail, we will consider it to have been received by you three business days after it is sent. It is your obligation to advise us of any changes in your email or mailing address. Most of our communications are done by email, by fax or by phone. Email in particular can be prone to problems. We will use reasonable efforts to ensure that you receive our communication, but we cannot guarantee it. Similarly, you cannot assume that we receive everything you send to us. Our records of receipt and sending will be considered conclusive. You may request a paper copy of any electronic communications by contacting Smuglers. Smuglers reserves the right to charge you a Records Request Fee of $10 to provide a paper copy of any email or attachment thereto. Smuglers reserves the right to terminate its services if you withdraw your consent to receive electronic communications.

6. Electronic and Telephone Instructions

You agree that Smuglers may accept all electronic and telephone instructions relating to this matter. It is your responsibility to ensure that all electronic instructions relating to your order are accurate and do not contain errors. You agree that electronic instructions are final and binding on you and have the same effect as if you had given them in writing and signed them. Smuglers will not be liable for any loss or damages resulting from acting or declining to act upon any electronic or verbal instructions.

7. Termination of Legal Services

You have the right to terminate our services to you, upon written notice to us or by email notice that we have acknowledged. Subject to our obligations to you to maintain proper standards of professional conduct, we reserve the right to terminate our services to you for good reasons which include, but are not limited to: (a) if you fail to cooperate with us in any reasonable request; (b) if you fail to provide us with timely responses to our requests for instructions; (c) if our continuing to act would, in our opinion, be unethical, impractical or contrary to your best interest; or (d) if our fees have not been paid. If you terminate our services or we withdraw, you would have to pay our fees and expenses only up until the time we stopped acting for you.

8. Disputes with Smuglers

If a dispute arises between you and Smuglers, our goal is to learn about and address your concerns and, if we are unable to do so to your satisfaction, to provide you with a neutral and cost-effective means of resolving the dispute quickly. Smuglers will consider reasonable requests to resolve disputes through alternative dispute resolution procedures, such as mediation or binding arbitration as alternatives to litigation. Such fora might include the Better Business Bureau.

9. Governing Law

This Agreement will be governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein.

10. Solicitor-Client Relationship

Since a solicitor-client relationship is being created, the information you provide to us will be treated with the highest degree of confidence and security.

11. Fees and Charges

Unless there is a specific agreement to the contrary, the Client shall pay Smuglers the amount as set out in the websites operated by Smuglers for the scope of services as set out in the websites.

12. Any Additional Costs Must be Pre-Approved

Any additional work that must be done for the Client beyond the normal scope of work that will entail any cost to the Client must first be pre-approved by the Client.

13. Scope of Work for Trademarks and Incorporations

Subject to any other specific agreement, Smuglers shall provide the legal services as set out in websites operated by Smuglers. The scope of our basic trademark and incorporation services are set out below:

13.1 Trademark Registry Search and Opinion
* receipt and review of your trademark search information
* preparation, structuring and filing of a search query or queries for the trademark registry search(es)
* retrieval of the Search and review for trademark registrability
* forwarding of the trademark registry Search, together with our opinion as to trademark registrability, to you

13.2 Business Name Search
* receipt and review of your trademark search information
* preparation, structuring and filing of a Search Query for the business name Report
* retrieval of the Search and review for trademark registrability
* forwarding of the Business Name Search, together with our opinion as to trademark registrability, to you

13.3 Preparation and Filing of the Trademark Application
* receipt and review of your trademark information
* preparation of a draft trademark registration application for your review and approval
* preparation of the final trademark registration application
* electronic submission of the application to CIPO or the USPTO
* payment of the government application charges on your behalf
* email transmittal to you of the Filing Notice and Filing Receipt, with a comprehensive reporting letter
* acting as your Representative for Service and Registered Trademark Agent
* monitoring of your application until the first correspondence is received from CIPO or the USPTO
* forwarding of the first CIPO/USPTO correspondence to you
* such other communications as may be necessary

13.4 Trademark Prosecution and Registration

* monitoring of the progress of the trademark application from filing to registration
* receipt and forwarding of Approval Notice
* monitoring for Publication in the Trademarks Journal or the Official Gazette
* monitoring of the Opposition Period
* monitoring for Notice of Allowance (NOA)
* receipt and review of NOA
* forwarding of the NOA to you with our comments and recommendations
* receiving instructions from you
* request and receipt of information from you for the Declaration of Use (DOU) if one is needed
* preparation of the Declaration of Use, if needed
* forwarding Declaration of Use to CIPO / USPTO
* for U.S. applications, filing for suspensions as necessary and monitoring the suspension period(s)
* for U.S. applications, filing of the Canadian registration if necessary
* paying CIPO registration fee of $200 on your behalf
* forwarding of the Certificate to you, with a comprehensive reporting letter

13.5 Basic Incorporation Package
* receipt and review of your incorporation information
* conducting a NUANS prescreen search and advising you if there are any apparent difficulties with your proposed name
* preparation, structuring and ordering of a full NUANS Report
* preparation of the incorporation application (Articles of Incorporation)
* electronic submission of the Articles of Incorporation to the Government of Ontario or Canada
* email transmittal to you of the NUANS Report, approved Articles of Incorporation and the Certificate of Incorporation, together with a comprehensive reporting letter

13.6 Complete Incorporation Package
* receipt and review of your incorporation information
* conducting a NUANS prescreen search and advising you if there are any apparent difficulties with your proposed name
* preparation, structuring and ordering a full NUANS Report
* preparation of the incorporation application (Articles of Incorporation)
* electronic submission of the Articles of Incorporation to the Government of Ontario or Canada
* for Ontario incorporations, electronic submission of Form 1 – Initial Return to the Government of Ontario, showing incorporating directors and registered office
* email transmittal to you of the NUANS Report, approved Articles of Incorporation and the Certificate of Incorporation
* interim reporting letter to you outlining incorporation
* preparation of the initial Directors and Shareholders’ Resolutions, covering the election of directors and officers, issuing shares, the form of share certificates and fixing the number of directors
* preparation of By-law #1 setting out the organization of the corporation, including the powers and election of directors and officers, filling vacancies, holding meetings of shareholders and directors, required notice periods, setting the fiscal year end and the execution of documents
* preparation of the Register of Directors, the Register of Shareholders, the Register of Officers and the Stock Transfer Register
* issuance of share certificates per your instructions
* provision of blank share certificates
* preparing a shareholder ledger for each shareholder
* sending you our Guide to Organizing Your Corporation, which include instructions on setting up your Minute Book and on the ongoing requirements for maintaining your corporation
* comprehensive reporting letter