Legal ILA Document

Legal ILA Document

This Independent Legal Advice Acknowledgement and Indemnity Agreement (the Agreement) is made on between Client Name: with address: (Client) and Legal Advisor Name: of Firm: with address: (Advisor).

RECITALS

WHEREAS, the Client contemplates entering into or completing the transaction described as: (the Transaction);

WHEREAS, the Client has been advised of the advisability of obtaining independent legal advice in respect of the Transaction and has requested that the Advisor provide such independent legal advice and, where applicable, a written certificate or confirmation of having done so; and

WHEREAS, the Advisor represents that the Advisor is duly qualified, authorized and regulated to provide independent legal advice to the Client and is not aware of any conflict of interest that would preclude the Advisor from providing such advice, subject to the disclosures set out herein.

NOW, THEREFORE

In consideration of the mutual covenants and agreements set forth below, and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows:

1. DEFINITIONS

In this Agreement, unless the context otherwise requires: (a) "Advisor" means the legal practitioner identified above who provides independent legal advice to the Client in respect of the Transaction; (b) "Client" means the person identified above who has sought independent legal advice in respect of the Transaction; (c) "Independent Legal Advice" means advice given by the Advisor to the Client that (i) addresses the legal consequences and risks of the Transaction; (ii) explains alternatives reasonably available to the Client; and (iii) confirms the Client's informed and voluntary consent to proceed with the Transaction.

2. ACKNOWLEDGMENT OF ADVICE

The Client acknowledges that the Advisor has:

(a) explained the legal effect and likely consequences of the Transaction and any documents to be executed in connection with the Transaction;

(b) answered the Client's questions arising out of the Transaction and has explained material alternatives and options reasonably available to the Client;

(c) confirmed that the Client has the capacity to give instruction and has not been subject to undue influence or duress in respect of the Transaction, to the best of the Advisor's knowledge after reasonable inquiry.

3. SCOPE OF CERTIFICATION

If requested by the Client or any third party with whom the Client will deal in relation to the Transaction, the Advisor shall, at the Advisor's discretion and subject to applicable professional obligations, provide a written certificate confirming that Independent Legal Advice was provided and briefly describing the matters on which advice was given. Any such certificate shall state the Advisor's reliance on the Client's instructions and representations and shall be limited to matters of law or legal advice.

4. DISCLOSURE OF CONFLICTS

The Advisor represents that, except as disclosed below, the Advisor is not aware of any conflict of interest that would prevent the Advisor from giving independent advice to the Client in respect of the Transaction. Disclosures (if any):

5. NO RELIANCE ON OTHER REPRESENTATIONS

The Client acknowledges that, other than the Independent Legal Advice provided by the Advisor, the Client has not relied on any representation, statement or warranty by the Advisor or any other person in deciding to enter into the Transaction, except as expressly set out in writing and signed by the parties.

6. CONFIDENTIALITY

Except as required by law, regulation or professional obligation, neither party shall disclose Confidential Information of the other party obtained in connection with the Independent Legal Advice. "Confidential Information" shall mean non-public information disclosed by a party that is designated as confidential or that should reasonably be understood to be confidential.

7. INDEMNITY

The Client agrees to indemnify, defend and hold harmless the Advisor and the Advisor's officers, employees and agents from and against any and all losses, liabilities, claims, damages and expenses (including reasonable legal fees) arising out of or in connection with the Client's reliance on the advice provided, except to the extent that such losses arise directly from the Advisor's gross negligence, willful misconduct or breach of professional regulatory duties.

8. LIMITATION OF LIABILITY

Except for liability which cannot be excluded by applicable law, the Advisor's liability to the Client for any claim arising out of this Agreement or the provision of Independent Legal Advice shall not exceed the aggregate amount of fees paid by the Client to the Advisor in respect of the services giving rise to the claim.

9. NOTICES

Notices given under this Agreement shall be in writing and shall be deemed received when delivered personally, when sent by confirmed facsimile (during normal business hours), one business day after deposit with an overnight courier, or three business days after posting by certified mail, to the addresses set forth above or to such other address as either party may designate by notice in accordance with this Section.

10. AMENDMENT AND WAIVER

No amendment to this Agreement shall be effective unless in writing and signed by both parties. No failure or delay in exercising any right or remedy shall operate as a waiver thereof unless made in writing and signed by the waiving party.

11. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of law principles.

12. ENTIRE AGREEMENT

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior negotiations, understandings and agreements relating thereto.

13. SEVERABILITY

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect and the parties shall negotiate in good faith to replace the invalid or unenforceable provision with a valid provision that achieves, to the extent possible, the economic, legal and commercial objectives of the invalid or unenforceable provision.

14. COUNTERPARTS

This Agreement may be executed in any number of counterparts, each of which when executed shall be an original, but all counterparts together shall constitute one and the same instrument. Delivery of an executed counterpart by electronic transmission shall be effective as delivery of an original.

ADDITIONAL TERMS

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