Working With Lawyers How to Find the Right Lawyer(s)- Key characteristics to look for in a lawyer - Reputable,Knowledge and

nd expertise in relevant subject area ,Experience-

How to look for a lawyer-Seek recommendation from friend, colleague or another lawyer,Consider use of Law Society referral service,Conduct Internet searches,Firm web
sites,Ranking sites ,Try to confirm selection with trusted source-Working With Lawyers THE Retainer Letter- Matters to be Covered in a retainer letter: Description of services to
be provided by law firm, Names of partner(s), associate(s), student(s), and law clerk(s) who will be providing services,Duties of law firm,Confidentiality ,Use of personal
information. Matters to be covered in a retainer letter (cont):Arrangements for payment,Will fees be determined based on:Hourly rates by time expended,Hourly rates by time
expended, with an estimate of total fees,Hourly rates by time expended, subject to a cap,Fixed amount,Contingency fee basis (lawyer is paid only if successful outcome
achieved),Retainer amount, to be deposited into trust account.How often are bills rendered: e.g., monthly or upon completion of services -Working With Lawyers Styles and
Approaches- In most instances, the client drives the approach used,Common examples: Client wants lawyer to take complete control of file (but lawyer should still consult with
,client at key stages),Client wants to micromanage the file ,Client wants to learn from lawyer,Client wants lawyer to make key decisions,Client wants lawyer to take very aggressive
approach (win everything at all costs),The fit of the approach matters,Fits your project management style?,Fits your employers style?,Fits the circumstances?,Well-suited to the
lawyer who is being used?,There are advantages and disadvantages to each approach-Complaints About Lawyers-Law Society provides for a process allowing clients to
make,Complaints about lawyers conduct,Types of complaints that may result in disciplinary action if legitimate: Financial impropriety (e.g., misappropriation of money held in
trust account),Negligence (e.g., failure to identify problems with title to property in real estate deal),Misuse of confidential information,Conflict of interest,Failure to
communicate,Any other breach of lawyers code of conduct (e.g., integrity, civility, etc.), Lawyers may be subject to disciplinary proceedings before Law Society: possible
Penalties include reprimand, suspension or disbarment,Lawyers are also required to maintain insurance coverage with Lawyers Professional Indemnity Corporation (LPIC) and to
report any claims made against them to LPIC-CONTRACTS-Key Elements of an Enforceable Contract-Must be between two persons who are of legal capacity,Age of majority,Not
legally incompetent ,Offer by one person,Terms of offer must reflect intent to make a contract if offer is accepted,Offer must contain essential elements of a contract,Offer
must be communicated to the other party,Offer must not be withdrawn before its acceptance (offer may include a promise not to withdraw for specified time) ,Acceptance by
second person,Acceptance must be clear and unqualified acceptance of terms of offer (and not a counter-offer),Acceptance must be communicated to the person making the
offer (and if applicable, in the manner specified in the offer),Acceptance must be given prior to withdrawal of offer,Exchange of consideration,Something of value must
be,exchanged between parties,Consideration may be anything of value, promise to do something, or promise to refrain from doing something,Consideration does not include a
commitment to perform pre-existing duty, or to do something performed in past,Adequacy of consideration generally not relevant, Circumstances Affecting Enforceability-
Fraudulent misrepresentation: statement made knowingly with intent to defraud, and relied on by the other party to his/her detriment,Innocent misrepresentation: same
elements as for fraudulent misrepresentation but without intent to deceive,Duress: conduct that deprives a person of free will,Mistake: mistake as to material elements of
agreement (but mistake by one party not sufficient to void contract unless other party knew or should have known of mistake),Unconscionability: person in superior position
takes advantage of person in vulnerable position (but high burden of proof required),Illegal contract: court will not enforce a contract to perform an illegal act-Different Ways of
Entering into a Contract- A written document signed by the parties,Oral contract (i.e., made through a verbal exchange of promises),Any oral contract may be subject to
,challenge due to difficulty in proving (i) intention to form a contract and (ii) the terms of the contract,On-line -In Ontario, Electronic Commerce Act 2000, S.O. 2000, c 17
applies,Contract by means of conduct-Party receiving an offer may accept offer by doing the act set out in the offer (Example: use of web site may constitute acceptance of Terms
of Use of that site),Electronic Commerce Act 2000, S.O. 2000, c 17 applies- Any contract not invalid by reason of being in electronic form,Any requirement to provide information
is satisfied for information provided in electronic form, if it is accessible for future reference and is capable of being retained by recipient,Electronic information may be provided
by e-mail,requirement for a document to be signed is satisfied by an electronic signature (electronic information created by a person for the purpose of signing a document and
that accompanies the document)-Requirements for an internet CONTRACT MADE WITH A CONSUMER- Certain information must be disclosed to consumer,Consumer must be
given opportunity to accept or decline agreement and to correct errors,Information must be accessible and given in a manner to ensure access, and consumer must be able to
retain and print copy,Consumer must be given copy of agreement,Consumer must be given opportunity to cancel agreements(Consumer Protection Act, 2002, SO 2002,)-
Requirements for an internet CONTRACT MADE WITH A CONSUMER- Some types of contracts must be in writing-Requirements may include that the contract be in writing, be
signed by the parties, and be made under seal,Statute of Frauds (R.S.O. 1990, Chapter S.19)Example: Contract for the purchase and sale of real estate ,few Brunswick case
found that exchange of e-mails relating to proposed sale of condo was not sufficient to create a binding contract because parties did not intend to be legally bound through
exchange of e-mails (Druet v. Girouard, 2012 N.B.C.A. 40),Consumer Protection Act, 2002 (S.O. 2002, Chapter 30, Schedule A)-Special Issues for Certain Types of Contracts-.
Differences between contract and Letter of Intent (LOI),Parties in initial stages of negotiations may enter into LOI prior to entering into formal contract,Question is whether
parties intend for terms of LOI to be binding (in whole or in part) prior to execution of formal contract,Courts have sometimes found LOI to be binding if it contains essential terms
and parties conduct themselves as if it were binding,Some terms of an LOI may be binding, while other terms may not be binding-Remedies for Breach of Contract- Purpose of
remedies for contract breach is to put innocent party in same position as if breach had not occurred,Principal remedy is the right to receive damages (i.e., to recover an amount
corresponding to loss that is incurred),Innocent party has duty to mitigate (i.e., take reasonable steps to limit losses arising from breach),Innocent party may also be entitled in
some circumstances to injunction (to prevent continued breach) or an order for specific performance (an order requiring breaching party to perform obligations),Common
Provisions-Term,Termination,Compensation, payment and taxes,Governing law,Forum selection,Dispute resolution ,Non-disclosure,Force majeure, Warranties,Exclusion of
warranties,Limitations and exclusions of liability,Indemnities,Contractual limitation periods,Intellectual property,First partys,Other partys BUSINESS STRUCTURES-Types of Legal
Entities-Sole Proprietorship-Defining characteristics-A business with a single owner:he owner is fully responsible for all of the obligations of the business (i.e. creditors may claim
against both the business assets and the owners personal assets),Legal hurdles (Ontario)-Need to register the business name,Need to obtain a Business Number-Pros-Easy to set
up,Inexpensive to set up,Can be formed with minimal start-up capital,Owner controls business,Owner receives all profits,If owner has other personal income, business losses may
be deducted from it-Cons-Unlimited personal liability,Business may not be able to operate if owner is absent or unavailable,Not attractive for investors,Profits are personal
income, means personal rather than corporate tax rates-Registering a business name (Ontario) -Visit Service Ontario web site (http://www.serviceontario.ca/),Find the section of
the site for businesses-There are a variety of name searches,Detailed Business Names Report,Certified Detailed Business Names Report,Statement of No Match Found,Certificate
of Non-Registration,NUANS search --Registering for a Business Number -Visit Canada Revenue Agency web site for businesses to find information on Business Numbers and how
to register for them (http://www.cra-arc.gc.ca/tx/bsnss/menu-eng.html),Business Number covers the following program accounts,Corporation income tax,GST/HST,Payroll
Import/Export--Partnerships-Defining characteristics-Persons carrying on business in common,Not incorporated,Partners are responsible for the obligations of the partnership,In
Ontario, the Partnerships Act (R.S.O. 1990, Chapter P.5) applies,Legal hurdles (Ontario)-While not required, it is best to have a partnership agreement,Need to obtain a Business
Number ,Need to register the business name-Pros-Easy to set up,Sharing of start-up costs,Equal control over business,Equal share in profits,If a partner has other personal
income, business losses may be deducted from it-Cons-Unlimited liability ,Potential for conflict between partners,Any business decision made by a partner is enforceable against
the other partners-Partnership agreements-Why?,Protection for the partner,Reduction of conflicts between partners,Typically, a partnership agreement will set out: ,The amount
of capital to be contributed from each partner,How profits and losses will be shared,A scheme for draws,One or more decision-making processes,What happens when a partner
leaves, retires or dies,What must happen before a partner can be admitted or forced out-Limited Partnerships-Defining characteristics-Has two types of partners,General like
being a partner in a traditional partnership,Limited-Contributes capital,Does not participate in management,Has limited liability for the obligations of the partnership,In Ontario,
the Limited Partnerships Act (R.S.O. 1990, Chapter L.16)-Legal hurdles (Ontario)-A partnership agreement,A declaration must be filed in accordance with section 3(1) of the
Limited Partnerships Act (R.S.O. 1990, Chapter L.16),Need to obtain a Business Number ,Need to register the business name-Pros-Similar to partnership for general
partners,except for the added ability to attract capital from limited partners without giving up management control,bility of limited partners to limit their personal liability,Cons-
Unlimited liability for general partners ,Potential for conflict between partners ,Some restrictions on the authority of general partners (for example, section 8 of the Limited
Partnerships Act (R.S.O. 1990, Chapter L.16)-Incorporation- Defining characteristics-A business that is incorporated is a legal person distinct from its shareholders,May be
named or numbered,For Ontario corporations, the Business Corporations Act (R.S.O. 1990, Chapter B.16) applies,For federal corporations, the Canada Business Corporations Act
(R.S.C., 1985, c. C-44),Legal hurdles (Ontario),Incorporation,Named corporations, need to register the business name,Need to obtain a Business Number-Pros-separate legal
person,Limited liability,Shares are transferable,Structure is appealing to investors,Corporate tax rates,Cons-Initial set-up is more complicated and costly than it is for a partnership
or sole proprietorship,Increased record keeping obligations,Annual filings,Residency restrictions on directors,Potential for shareholders disputes-Requirements for directors
(Ontario)-Be an individual,Over 18,Legally competent,Not a bankrupt,Not required to hold shares unless the Articles state otherwise,At least one director must be a resident
Canadian and if there are more than three directors least 25 per cent of the directors must be resident Canadians unless it is non-resident corporation,(Section 118 of the
Ontario Business Corporations Act (R.S.O. 1990, Chapter B.16))-Requirements for shareholders meetings (Ontario)-PART VII of the Ontario Business Corporations Act (R.S.O. 1990,
Chapter B.16) sets out the provisions relating to shareholders including the following section relating to shareholder meetings,Section 93 the location of meetings,Section 94
the frequency of meetings,Section 100 the list of shareholders,Section 101 quorum ,Section 102 voting rights,Section 103 manner of voting,Section 104 resolution in lieu
of meeting-PMI CODE OF CONDUCT- CHPT VISION AND APPLICABILITY-This Code of Ethics and Professional Conduct describes the expectations that we have of ourselves and
our fellow practitioners in the global project management community , this Code will assist us in making wise decisions, particularly when faced with difficult situations
CHPT 2 RESPONSIBILITY-2.2.3We fulfill the commitments that we undertake we do what we say we will do.,2.3.1 We inform ourselves and uphold the policies, rules,
regulations and laws that govern our work, professional, and volunteer activities.,2.3.2 We report unethical or illegal conduct to appropriate management and, if necessary, to
those affected by the conduct.,CHPT 3 RESPECT-3.3.1 We negotiate in good faith.,3.3.4We respect the property rights of others. ,CHPT 4 FAIRNESS-4.2.1 We
demonstrate transparency in our decision-making process. ,4.3.1 We proactively and fully disclose any real or potential conflicts of interest to the appropriate
stakeholders.,4.3. We do not discriminate against others based on, but not limited to, gender, race, age, religion, disability, nationality, or sexual orientation. ,CHPT 5
HONESTY-5.2.4 We make commitments and promises, implied or explicit, in good faith.,5.3.1 We do not engage in or condone behavior that is designed to deceive others,
including but not limited to, making misleading or false statements, stating half-truths, providing information out of context or withholding information that, if known, would
render our statements as misleading or incomplete. Types of Agreements-NON-DISCLOSURE AGREEMENTS-NAME- As a stand-alone agreement, non-disclosure agreementsh,ave
many names,Non-disclosure Agreement,Confidentiality Agreement,Confidential Disclosure Agreement,Agreement Regarding Confidentiality Obligations,sUsed to protect
confidential proprietary information and personal Information- Types- Two types of non-disclosure agreements-Mutual agreement:-Each party undertakes to protect the other
partys confidential information,Appropriate where each party is disclosing information to the other (e.g., to determine whether to enter into a joint venture or
partnership),Unilateral agreement-Only one party undertakes to protect the other partys confidential information,Appropriate as part of employment agreement, or where one
company is considering whether to invest in, or to acquire, another company ,Defining Confidential Information - A general approach-Will define confidential information as
any information that a reasonable person would consider to be confidential,Is often useful when the parties do not know in advance what may be disclosed,A focused
approach-Will set out a listing of types of information that the parties consider to be confidential,May be used when the parties know in advance what will be disclosed, but leads
to a risk of missing something,Preferable course of action is often to combine the two approaches-Common Exceptions to the Definition of Confidential Information:
Information or materials that:Are placed in the public domain by the disclosing party ,Are, or at any time become, generally available to the public other than by a breach by
some person of any confidentiality obligations,At the time when disclosed, are known to the other party free of any restrictions ,Are independently developed by the
recipient,The exceptions should not extend to personal information,Purpose- Common Purposes-Evaluating whether or not to enter into a business relationship and negotiating
an agreement to govern that relationship,Fulfilling ones obligations and exercising ones rights with respect to a certain agreement,Conducting due diligence with respect to a
certain transaction,Agreement will prohibit the receiving party from using or disclosing the other partys Confidential Information except for the purposes specified in Agreement-
Basic Obligations- There can be a variety of obligations depending on how specific the parties wish to be, The basic obligations:Not disclose the information to third
partiesUse the information only for the specified purposes,Protect Confidential Information to the same extent that one protects ones own similar information and in any
event, use a reasonable degree of careA,Aditional Obligations -Other types of obligations to be met by receiving party,Disclose only to employees (possibly subcontractors),
and to other persons only as specified in agreement, where necessary to allow use of information for the specified purposes,Require any recipients to agree to keep it
confidential,Not remove any confidentiality, copyright or other proprietary rights notices ,Upon demand, inform the disclosing party of the location of its Confidential Information
and measures being taken to safeguard it,Notify the disclosing party upon becoming aware of any unauthorized disclosure or use of its Confidential Information and make a
commercially reasonable effort to minimize the effect of any such use or disclosure-Obligations On Termination- Common to require the recipient to return or destroy the
other partys Confidential Information, There may also be an obligation to certify that all of the other partys Confidential Information has been returned or destroyed, This is an
older approach that does not work all that well when computers are involved For example, is it realistic to delete all the back-ups of an email system or go through them to
remove the other partys Confidential Information?, Can be addressed with an exception whereby obligation to return or destroy is subject to a reasonableness or feasibility
requirement, There may also be an exception that allows a party to keep information that it is required by law to keep,Service Agreements Two Categories Category #1-
Services involving creation of new work product-Software development and customization,Maintenance/support services,Web site development,IT training,Data
conversion,Examples of new work product resulting from provision of services,Software code,New software releases/patches,New web site content,Training materials, Category
#2 Services involving access to IT infrastructure:Network access services,Web site/database hosting services,Cloud computing services,Under this category of agreement,
customer rather than supplier is generally responsible for creation or development of content,Suppliers obligations relating to content will generally be restricted to use of
content only for specified purposes, and safeguards to protect information-Service Agreements Two Possible Structures Structure #1- Simple services agreement with all
terms set out in one document, Entire agreement is executed prior to start of project,Agreement (with attached Schedules) will include all legal terms and conditions and will
cover all products and services to be pr000ovided by supplier,Appropriate structure for well-defined project where scope of work and deliverables can be identified up-front
Structure #2- Master Agreement/Schedules/Statements of Work (SOWs):Master Agreement sets out basic legal terms and conditions governing relationship between
,parties,Schedules set out terms dealing with key business processes,Statements of Work set out terms for discrete set of services or discrete part of project,Structure allows
for work to be divided into phases to be carried out over extended period of time,,Term,Termination,Compensation, payment and taxes,Governing law,Forum selection,Dispute
resolution,Non-disclosure,Warranties-Exclusion of warranties,Limitations and exclusions of liability,Indemnities,Contractual limitation periods,Intellectual property,First
partys,Other partys,Schedules forming part of Master Agreement will generally set out terms governing key business processes:,Change management,Project
governance,Dispute resolution,Incident/problem management. SOWs will set out key business terms governing discrete portions of the project or set of services:Description of
services and work product,Requirements/specifications,Prices,Resources to be provided,Start date/term,Acceptance criteria,Milestones triggering payment obligations,
Services Agreements Two Possible Structures- Advantages of first type of structure-All terms settled before project begins,Supplier has no right to stop work before services
are completed,Advantages of second type of structure-Allows parties to divide work into discrete parts,Allows customer to proceed with subsequent phases only if earlier phases
are successful,Allows parties to develop nature and scope of project in its early stages and to use that information in negotiating SOWs for later phases .Various Types of it service
agreements- software development agreements- What is it: Agreement to provide for the creation of new software code/modification of existing code,Basic
objectives:Customers key objective: obtain new/customized code that will meet identified business/technical requirements,Suppliers key objective: to be paid for work
performed in developing new/customized code,Key Concern: Description of business/technical requirements,Description of work phases:Requirements phase: Development
of high-level business/technical requirements,Design phase: development of detailed design (including more detailed technical requirements/specifications),Build phase:
preparation of software code/technical documentation,Verification/QA testing: confirmation that software code/documentation meet all requirements/specifications,Roll-
out/implementation: implementing the code in production environment (may involve multiple sites/systems),Ongoing operation/maintenance: ensuring software continues
to meet technical requirements and performance standards, and making periodic updates/revisions Intellectual property rights:Who owns any new/customized code,What if
developer uses third party/open source components?,Regardless of ownership, what is the scope of each partys rights?,Pricing/payment terms:Will service provider be paid
based on work performed (i.e., on a time and materials basis), based on expected outputs (i.e., as work product is accepted) or based on some combination (e.g., as work is
performed, but subject to achievement of milestones)?,1. Software Development Agreements- Two Approaches::Waterfall Approach-Entire scope of work set out in
advance,All phases for development work identified: completion of one phase results in immediate commencement of next phase,Budget for all work identified in advance:
price changes should be necessary only in case of scope change,When waterfall approach is appropriate:Requirements well-defined in advance,Software being developed is
similar to previously developed software,Technology is mature: outcomes are predictable,Drawbacks of waterfall approach,Does not reflect complexity,May not lead to
early resolution of issues,Does not reflect need for customer input,Agile Approach-Underlying principle is that successful software development should reflect ongoing
interaction between supplier and customer,Interactions between supplier and customer would include regular testing of code and inputting of changes to reflect customer
feedback,Project should allow for regular status meetings and exchange of communications,Project should allow for obtaining input from other stakeholders (e.g., user
groups),Project is consistent with MSA/SOW contract structure (i.e., later SOWs will be finalized based on outcome of earlier work, but can be made to work with simpler
contract structure),Key Advantages/Drawbacks of Agile Approach-Advantages:Anticipates periodic updates/changes to requirements,Allows for early identification of
problems (through early customer feedback),Allows for high level of cooperation/coordination between customer and supplier,Drawbacks:May be difficult to establish fixed
budget up-front,May be difficult to predict outcome (i.e., success or failure of project in its entirety),May result in project delays (because of ongoing changes in project scope)
2. Hosting Agreements-What is it: Agreement whereby service provider provides hosting services for content (e.g., applications and data),Some common types of hosting
service agreements,Provision of colocation space for customers equipment,Provision of facility and servers used to host data for customer,Provision of managed services
(may include detailed services relating to content management, monitoring, reporting),Customers Perspective:Description of hosting environment (e.g., environmental
controls, power supplies, including back-up and security controls),Service level commitments (e.g., availability of service, monitoring of service, obligation to restore
service),Provisions for protection of confidential information,Data back-ups (frequency and scope; off-site storage arrangements),Business continuity and disaster
recovery,Customers rights to access data centre and to review/audit suppliers compliance with its obligations,Rights to return of content upon termination, Suppliers
Perspective:Right of supplier to change/update its IT infrastructure or to change terms of service offerings (i.e., right to make same changes for all customers),Whether service
level commitments can be achieved and whether remedies granted to customers are reasonable,Whether customers have right to access service providers confidential
information or premises,Requiring customers to abide by service providers acceptable use policy (and right of supplier to change policy from time to time),Obligations on
termination (e.g., obligation to return data and to provide transition services),Preserving rights to intellectual property,Reasonable limits on suppliers liability upon any
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