The Contract: Potential Issues and Sample Clauses

 The relationship between the Contract Lawyer or Paralegal and the contracting firm/lawyer/paralegal is contractual in nature so a written agreement is strongly recommended. The contract requires the same amount of careful drafting and review as you would give to a client's contract. Whether you use an agreement, engagement letter or some other form of contract, ensure that you address all the relevant issues for your circumstances.

Below is a list of important items that may form part of your contract. We have also identified potential issues and provided sample contract clauses.

  • Definitions
  • Parties
  • Date of agreement
  • Preamble (sample clause)
  • Term or duration (sample clause)
  • Title, where appropriate
  • Duties and nature of work
  • Supervision (sample clause)
  • Access to contracting firm/lawyer/paralegal and notices (sample clause)
  • Hours of work
  • Vacation
  • Remuneration and/or fee arrangement(s) (sample clause)
  • Expenses
  • Housing
  • Support staff
  • Office - equipment and resources
  • Office policies and procedures
  • Cancellation or termination (sample clause)
  • Default or breach (sample clause)
  • Solicitation of clients (sample clause)
  • Solicitation of staff (sample clause)
  • Confidentiality
  • LawPRO or other insurance
  • Indemnities
  • Disputes and arbitration
  • Entire Agreement
  • Amendments
  • Governing law
  • 1. Definitions

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    The parties may want to define some or all of the following terms:

    • End Date
    • Start Date
    • Term
    • Contract Lawyer/Paralegal
    • Contracting Firm/Lawyer/Paralegal
    • Termination
    • Services
    • Compensation
    • Client [Note: The definition of the term "client" does not permit the parties to derogate from the meaning of the term "client" or related obligations set out in the Rules of Professional Conduct or the Paralegal Rules of Conduct]

    2. Parties

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    Who are the parties to the agreement, (e.g. lawyers, paralegals, law firms or professional corporations?)

    3. Date of agreement

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    The parties should identify the signing and effective dates of the agreement.

    4. Preamble

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    It may be helpful for the parties to set out the context of the Contract Lawyer's or Paralegal's agreement.

    SAMPLE CLAUSE:

    "Whereas the contracting firm/lawyer/paralegal is about to commence a maternityleave, but wishes to ensure that the needs and interests of her clientsare preserved and protected during her absence"; and

    "Whereas the Contract Lawyer or Paralegal is prepared to substitute for thecontracting firm/lawyer/paralegal during the said maternity leave", etc.

    5. Term or duration

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    Typically, a contract will be for a short term and/or defined duration, whether for a vacation, maternity leave, medical leave or other circumstance. Accordingly, you might want to address such questions as:

    • What is the start date?
    • What is the completion or termination date of the relationship?
    • How will the parties make provision for the extension of the term, if, for example, the absent practitioner is away longer than expected?

     

    SAMPLE CLAUSE: 

    1. The Contract [Lawyer or Paralegal] 's Agreement is for a fixed Term, commencing on [date] (the "Start Date") and ending automatically on [date] (the "End Date"), unless terminated earlier in accordance with the provisions set out below [refer to termination provisions by section or paragraph], or extended by mutual, written agreement.
    2. The Contracting Firm/Lawyer/Paralegal will be absent from [his or her] practice, in order to [insert reason for leave, e.g. maternity leave, disability leave, etc.]. The Contracting [Lawyer or Paralegal] may, at [his or her] discretion, elect to return to work earlier than the End Date by providing notice in accordance with the provisions set out below [include terms that describe how a Contracting Lawyer or Paralegal may return earlier than the End Date, e.g. written notice of x weeks or months, whether compensation will be provided for the fixed Term, or whether it will be reduced; whether the Contract Lawyer or Paralegal is expected to keep working for a certain period while the Contracting Lawyer or Paralegal returns to work (see Section 18). The parties may wish to include terms that address how the relationship could be extended, including whether written notice is required and how compensation will be addressed]

    6. Title, where appropriate

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    In most cases, a Contract Lawyer or Paralegal will not take on a title; but, wherea title is appropriate, what is it?

    7. Duties and nature of work

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    The scope of the work and duties for which the Contract Lawyer or Paralegal will be responsible will be an important topic for discussion. These details should be recorded in and/or appended to the agreement. Will the contracting firm/lawyer/paralegal provide a detailed memo on active files for which the Contract Lawyer or Paralegal will have carriage? If so, by what date will the transfer memo be delivered to the Contract Lawyer or Paralegal, and will it allow for an opportunity before the departure of the contracting firm/lawyer/paralegal for discussion and questions? Will the contracting firm/lawyer/paralegal specify the steps to be completed, or stage to be reached, by the Contract Lawyer or Paralegal? Will the Contract Lawyer or Paralegal be responsible for checking and responding to voice mail and e-mails, or will the contracting firm/lawyer/paralegal's staff initially clear all messages and direct those requiring a lawyer's attention to the Contract Lawyer or Paralegal?

    You may also want to outline the approach and preferences of the contracting firm/lawyer/paralegal in handling client matters and/or files, e.g. returning client phone calls within 24 hours, which the Contract Lawyer or Paralegal will be expected to maintain. If so, this should be recorded in the agreement to avoid misunderstanding.

    The lawyer parties are reminded of their obligations under Rule 2.01(1) of the Rulesof Professional Conduct concerning the relationship with clients and competence. The paralegal parties are reminded of their obligations under Rule 3.01 of the Paralegal Rules of Conduct concerning the duty to clients and competence.

    8. Supervision

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    Where the Contract Lawyer or Paralegal is in need of supervision, having regard to his or her degree of experience and expertise, the agreement can set out how and by whom such supervision will be provided. Similarly, if the Contract Lawyer or Paralegal's duties under the arrangement include providing supervision of junior lawyers, paralegals and/or staff, such as law clerks, then the parties may wish to reflect that expectation.

    SAMPLE CLAUSE:

     The Contract [Lawyer or Paralegal]  [or use the Contract Lawyer or Paralegal's legal name] agrees to supervise associate lawyers [name lawyers as appropriate], junior paralegals [name of paralegals as appropriate], law clerks and staff [name staff and positions as appropriate]. Supervision shall include the following [revise as appropriate]:

    1. Associate lawyers and paralegals: [describe supervisory duties the Contract Lawyer or Paralegal is expected to perform, e.g. supervise preparation for court appearances etc.].
    2. Law Clerks: [describe supervisory duties the Contract Lawyer or Paralegal is expected to perform, e.g. delegation of work, day-to-day supervision of administrative and work-related responsibilities of paralegals and law clerks].
    3. Staff: [describe day-to-day supervision, including hours of work, any special arrangements with particular employees of which the Contract Lawyer or Paralegal should be aware, payroll and/or benefits administration if applicable, performance management and discipline scenarios].

     9. Access to contracting firm/lawyer and notices

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    How and when may the Contract Lawyer or Paralegal be able to contact the contracting firm/lawyer/paralegal, if necessary, or at all? Where should important, time-sensitive documents, be sent?

    SAMPLE CLAUSE:

      1. The Contract [Lawyer or Paralegal] must contact [Name of Contracting Firm, Lawyer or Paralegal] in any of the following circumstances [the circumstances will vary for each Contracting Firm, Lawyer or Paralegal's practice and personal preferences,] for example:
        1. upon receipt of x, y, z pleadings or motions in respect of all, or specific, clients
        2. upon receipt of an inquiry about a specific matter which the [Name of Contracting Firm/Lawyer/Paralegal] would like to handle himself or herself
        3. upon receipt of an inquiry about an account
        4. upon receipt of any questions from a financial institution, insurance company, payroll administration company etc.]
      2. The Contract [Lawyer or Paralegal] should contact [Name of Contracting Firm/Lawyer/Paralegal] in situations where a response or action is required and, in his or her professional estimation, it would be more appropriate for [Name of Contracting Firm/Lawyer/Paralegal] to respond. [The parties may want to provide more detail on the circumstances under which the Contract Lawyer or Paralegal should respond on his or her own.]
      3. The Contract [Lawyer or Paralegal], or [his or her designate, e.g. an employee of the Contracting Firm or a named individual], may open mail addressed to the [Name of Contracting Firm/Lawyer/Paralegal], save and except for any mail from [list any senders whose mail should not be opened by the Contract Lawyer or Paralegal]. Any important notices that require a response from [Name of Contracting Firm] by a specific deadline, and which cannot be answered by the Contract Lawyer or Paralegal, should be forwarded to [insert forwarding instructions].

      10. Hours of work

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    Depending upon the nature of the practice and the work for which the Contract Lawyer or Paralegal is being retained, the parties may wish to specify certain office hours or hours of work.

    The contracting firm/lawyer/paralegal may want the Contract Lawyer or Paralegal to devote full time and attention to the contracting firm/lawyer/paralegal's practice during the Term, such that the Contract Lawyer or Paralegal will not have competing obligations. If so, this requirement should be set out in the agreement.

     11. Vacation

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    Arrangements may have to be made for the Contract Lawyer or Paralegal's vacation if the Contract Lawyer or Paralegal term is lengthy.

    12. Remuneration and/or fee arrangement(s)

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    The parties will want to specify how the Contract Lawyer or Pralegal will be paid? for example, a fixed fee or salary for the services, and/or an hourlyrate for billable, docketed time.

    How does the contracting firm/lawyer/paralegal want dockets to be kept andwork/time to be recorded? This is important for client billing purposesand/or payment to the Contract Lawyer or Paralegal.

    SAMPLE

    [The parties will have to decide whether the Agreement will reflect an employment relationship, or an independent contractor relationship. Lawyer parties are advised to: (a) review the description of LawPRO considerations in Section 23, below, and (b) contact LawPRO to discuss specific details of the Agreement. Paralegal parties are advised to consult By-law 6, Part II, section 12(1) and their professional liability insurer to discuss specific details of the Agreement] 

    1. In consideration of the performance by the Contract [Lawyer or Paralegal] of the Services, [Name of Contracting Firm/Lawyer/Paralegal] shall provide payment in fixed [weekly, bi-weekly, monthly] installments of [$ dollars]. [The parties may wish to include a clause to address whether additional compensation will be provided where the Contract Lawyer or Paralegal exceeds a set number of billable docketed hours and whether a limit is appropriate.] 

    2. The Contract Lawyer or Paralegal shall be responsible and shall remain exclusively liable for payment of all applicable governmental charges on any amounts paid to the Contract Lawyer or Paralegal by [Name of Contracting Firm/Lawyer/Paralegal], including but not limited to federal and provincial income taxes, HST, provincial sales taxes, employer health tax, Canada Pension Plan and any other taxes as required, and any interest or penalties related to any of the foregoing. The Contract Lawyer or Paralegal shall be responsible for remitting any such amounts to the appropriate regulatory agency as required by law.

    [The following clauses apply where the parties have selected an independent contractor type of relationship.]

    Indemnity for income taxes:

    3. The Contract [Lawyer or Paralegal] hereby covenants and agrees to save harmless and indemnify [Name of Contracting Firm/Lawyer/Paralegal]

     [The parties will have to decide whether the Agreement will reflect an employment relationship, or an independent contractor relationship. Lawyer parties are advised to: (a) review the description of LawPRO considerations in Section 23, below, and (b) contact LawPRO to discuss specific details of the Agreement. Paralegal parties are advised to consult By-law 6, Part II, section 12(1) and their professional liability insurer to discuss specific details of the Agreement] 

     Indemnity: 

     4. The Contract [Lawyer or Paralegal] agrees to indemnify [Name of Contracting Firm/Lawyer/Paralegal] and its agents, servants and employees [delete or add as appropriate] against all claims, damages, losses and expenses (including but not limited to legal fees incurred in defending such claims) arising out of the performance of the Services by the Contract [Lawyer or Paralegal] which are caused in whole or in part by the Contract [Lawyer or Paralegal]'s act or omission. It is a condition of this Agreement that the Contract [Lawyer or Paralegal] have valid professional liability insurance as required by the Law Society of Upper Canada.

     13. Expenses

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    How will expenses be covered for disbursements or non-disbursablecosts incurred by the Contract Lawyer or Paralegal?

    14. Housing

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    If the Contract Lawyer or Paralegal is going to be provided with housing during the Contract Lawyer or Paralegal period, the terms should be specified.

    15. Support Staff

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    Will the contracting firm/lawyer/paralegal's support staff be available to the Contract Lawyer or Paralegal and/or will the Contract Lawyer or Paralegal be expected to use his or her own staff?

    16. Office - equipment and resources

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    Where will the Contract Lawyer or Paralegal work? Will the Contract Lawyer or paralegal have use of the contracting firm/lawyer/paralegal's office equipment, such as his orher desk, computer equipment, and access to the contractingfirm/lawyer/paralegal's resources?

    17. Office policies and procedures

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    To the extent that the contracting firm/lawyer/paralegal has office policies and procedures, is it expected that the Contract Lawyer or paralegal will comply withthose policies? If so, how will the Contract Lawyer or Paralegal be fully informed of and trained regarding the policies?

    18. Cancellation or termination

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    On what terms may either party end the relationship?

    Will it end automatically at the completion of the term, subject toextension on mutual consent in writing?

    Can the contracting firm/lawyer/paralegal terminate the relationship, without cause, by giving the contracting firm/lawyer/paralegal notice? If so, how much notice is required, having regard to the needs of clients, the length of the agreement, the nature of the relationship, etc?

    Can the Contract Lawyer or Paralegal terminate the contract before the end of the term? If so, how will the potential difficulty of an early termination be addressed by the contracting firm/lawyer/paralegal? Will it be specified as a condition of early termination by the Contract Lawyer or Paralegal, that he or she will be responsible for the orderly transfer of client files to a mutually acceptable back-up? Should that back-up arrangement be in place in advance of the contracting firm/lawyer/paralegal's departure? The Rules of Professional Conduct or the Paralegal Rules of Conduct should also be kept in mind in such circumstances.

    SAMPLE CLAUSES:

      1. [Name of Contracting Firm/Lawyer/Paralegal] may terminate this Agreement at any time by providing the Contract [Lawyer or Paralegal] with [insert number of days or weeks notice] written notice, or pay in lieu thereof, without any further obligation or compensation.
      2. The Contract [Lawyer or Paralegal] may terminate this Agreement on giving [insert number of days or weeks' notice] prior notice of termination, which may be waived in whole or in part in the sole discretion of [Name of Contracting Firm/Lawyer/Paralegal]. Upon the expiry of the notice period (or that part of the notice period which is not waived), [Name of Contracting Firm/Lawyer/Paralegal]'s sole liability to the Contract [Lawyer or Paralegal] shall be to pay to the Contract [Lawyer or Paralegal] any Compensation up to the last day on which the Contract [Lawyer or Paralegal]performs the Services.
      3. Notwithstanding the foregoing, it is a condition of early termination by the Contract [Lawyer or Paralegal] that [he or she] is responsible for the orderly transfer of client files to a mutually acceptable back-up lawyer [consider naming an individual, or listing the minimum qualifications that a back-up lawyer or paralegal must have].
      4. The Contract [Lawyer or Paralegal] agrees that upon any termination of this Agreement for whatever reason, the Contract [Lawyer or Paralegal] shall at once deliver or cause to be delivered to [Name of Contracting Firm/Lawyer/Paralegal] all books, documents, effects, monies, securities or other property [insert or delete items as appropriate, e.g. computers, keys] belonging to [Name of Contracting Firm/Lawyer/Paralegal] or for which [Name of Contracting Firm/Lawyer/Paralegal] is liable to others which are in the possession, charge, control or custody of the Contract [Lawyer or Paralegal].
      5. In the event of the termination of the Agreement under this section, the Contract [Lawyer or Paralegal]* and [Name of Contracting Firm] shall both ensure that there is no disruption to providing service to clients in a professional and competent manner. Furthermore, in the event that the Agreement is terminated for whatever reason, neither party shall engage in conduct that breaches the [Rules of Professional Conduct or the Paralegal Rules of Conduct].
      6. The parties confirm that the notice provisions in this Agreement are valid and reasonable and are fair and equitable. The parties agree that upon any termination of this Agreement in compliance with this Agreement, the payments made by [Name of Contracting Firm/Lawyer/Paralegal] in accordance with this Agreement shall satisfy all of the obligations that [Name of Contracting Firm/Lawyer/Paralegal] has to the Contract [Lawyer or Paralegal], and that upon the making of any such payments the Contract [Lawyer or Paralegal] shall not have any action, cause of action, claim or demand against [Name of Contracting Firm/Lawyer/Paralegal] or any other person as a consequence of this Agreement or the termination of this Agreement, whether such claim arises pursuant to any applicable legislation, pursuant to this Agreement or otherwise at law.

      19. Default or breach

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    Termination with cause, by either party, should be addressed in the contract. In the case of a termination by either party (e.g. Contract Lawyer or Paralegal terminates for breach of the contracting firm/lawyer/paralegal's obligation to pay the Contract Lawyer or Paralegal, or contracting firm terminates for breach of Contract Lawyer or Paralegal to undertake the duties as agreed) the clients' needs and the parties' obligations pursuant to the Rules of Professional Conduct or the Paralegal Rules of Conduct to the clients should be considered and should take precedence.

    SAMPLE CLAUSES:

      1. The [Contracting Firm/Lawyer/Paralegal] may terminate the Agreement upon the occurrence of any of the following events:
        1. the failure or refusal of the Contract [Lawyer or Paralegal] to perform the Services within [a number of days or weeks by which the Contract Lawyer or Paralegal should begin to work] after the Start Date;
        2. any breach by the Contract [Lawyer or Paralegal] of any material term of this Agreement, or
        3. any [professional negligence, gross negligence, malfeasance], including any breach of the [Rules of Professional Conduct or the Paralegal Rules of Conduct], on the part of the Contract [Lawyer or Paralegal] in performing [his or her, as appropriate] duties hereunder or rendering the Services.
      2. The Contract [Lawyer or Paralegal] may terminate the Agreement upon the occurrence of any of the following events:
        1. any breach by [Name of Contracting Firm/Lawyer/Paralegal] of any material term of this Agreement;
        2. [insert other circumstances in which the Contract Lawyer or Paralegal may terminate the Agreement for cause]
        3. In the event of the termination of the Agreement under this section, the Contract [Lawyer or Paralegal] and [Name of Contracting Firm/Lawyer/Paralegal] shall both ensure that there is no disruption to the provision of legal services to clients in a professional and competent manner. Furthermore, in the event that the Agreement is terminated for whatever reason, neither party shall engage in conduct that breaches [the Rules of Professional Conduct or the Paralegal Rules of Conduct].

      20. Solicitation of clients

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    The contracting firm/lawyer/paralegal may want to protect his or her client relationships from solicitation by the Contract Lawyer or Paralegal during and after the term.

    Both lawyer parties should note that under the Rules of Professional Conduct, a client is free to select the lawyer of his/her choice. The commentary to Rule 2.09 (1), dealing with withdrawal from representation provides

    "Although the client has the right to terminate the lawyer-client relationship at will, the lawyer does not enjoy the same freedom of action."

    The Contract Lawyer should be mindful of Rule 3.01(2) (d), which holds that

    "In offering legal services, a lawyer shall not use means

    (d) that are intended to influence a person who has retained another lawyer for a particular matter to change his or her lawyer for that matter, unless the change is initiated by the person or the other lawyer."

    Both paralegal parties should note that under the Paralegal Rules of Conduct, a client is free to select the paralegal of his/her choice. Rule 3.08(1), dealing with withdrawal from representation provides

    "A paralegal shall not withdraw from representation of a client except for good cause and upon notice to the client appropriate in the circumstances."

    Contract Paralegals should be familiar with Rule 8.02(2) of the Paralegal Rules of Conduct, which states

    8.02(2) In offering legal services, a paralegal shall not use means

    (d) that are intended to influence a person who has retained another paralegal or a lawyer for a particular matter to change his or her representative for that matter, unless the change is initiated by the person or the other representative

     
    The parties may also want to restrict the extent to which the Contract Lawyer or Paralegal will solicit the contracting firm/lawyer/paralegal's clients, at least during the contract and for some reasonable period following the contracting firm/lawyer/paralegal's return.

    SAMPLE CLAUSES:

      1. The Contract [Lawyer or Paralegal] shall not, for the duration of this Agreement, including where it is extended by mutual agreement as described in paragraph [insert reference where applicable], or for a period of [number of months] following the termination of the Agreement for any reason:
        1. solicit any Clients with whom she or he had contact with on behalf of [Name of Contracting Firm, Lawyer or Paralegal] during the life of the Agreement, including where extended by mutual agreement; or
        2. take any steps or make an approach, either directly or indirectly, to any prior existing client of [Name of Contracting Firm, Lawyer or Paralegal], which is designed to cause the client to discontinue his or her prior existing relationship with [Name of Contracting Firm, Lawyer or Paralegal].
      2. Nothing in this paragraph should be interpreted or applied such that the Contract [Lawyer or Paralegal] or [Name of Contracting Firm, Lawyer or Paralegal] would be in breach of [the Rules of Professional Conduct or the Paralegal Rules of Conduct] concerning a client's right to approach a lawyer or paralegal for the provision of legal services, or to terminate his or her lawyer/paralegal-client relationship with any lawyer/paralegal. The restrictions that the parties may agree to under this Agreement and/or the definition of the term "client" for the purposes of same does not permit the parties to derogate from the meaning of the term "client" or related obligations set out in the Rules of Professional Conduct.

     21. Solicitation of staff

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    The contracting firm/lawyer/paralegal may wish to protect against solicitation of his or her staff. The Contract Lawyer or Paralegal can agree not to solicit the contracting firm/lawyer/paralegal's staff to leave the contracting firm/lawyer/paralegal's employ to work with the Contract Lawyer or Paralegal for a reasonable period, after the Contract Lawyer or Paralegal's term.

    SAMPLE CLAUSES:

      1. The Contract [Lawyer or Paralegal] shall not, for the duration of this Agreement, including any additional period by which the Agreement is extended by mutual agreement as described in paragraph [insert reference where applicable], or for a period of [number of months] following the termination of the Agreement for whatever reason:
        1. solicit any employees with whom she or he had contact with on behalf of [Name of Contracting Firm, Lawyer or Paralegal] during the life of the Agreement, including where extended by mutual agreement; or
        2. take any steps or make an approach, either directly or indirectly, to any employee of [Name of Contracting Firm, Lawyer or Paralegal], which is designed to cause the employee to discontinue his or her employment with [Name of Contracting Firm, Lawyer or Paralegal]. [consider naming particular employees or positions that are particularly sensitive to solicitation, e.g. an experienced clerk or a valued associate]

      22. Confidentiality

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    The contract should specify that the Contract Lawyer or Paralegal will keep confidential all matters and information pertaining to the business and practice of the contracting firm/lawyer/paralegal.

    23. Professional liability insurance

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    It is the Contract Lawyer or Paralegal's responsibility to ensure that his or her professional liability insurance practice coverage is in place and properly accommodates the Contract Lawyer or Paralegal work. This includes ensuring, for example, that Contract Lawyer or Paralegal work is appropriately reflected in insurance options like the real estate practice coverage for lawyers, part-time practice, restricted area of practice and innocent party coverage.

    The contracting firm/lawyer/paralegal should satisfy themselves that the Contract Lawyer or Paralegal's program coverage reflects appropriate options, since the Contract Lawyer or Paralegal is working on their behalf and they may be affected and have related policy obligations. It is also important for both parties to consider what excess and other insurance needs there may be and whether such policies would respond.

    The LawPRO websitecontains further information on practice coverage and related issues.

    Paralegals should also be familiar with their obligations under By-law 6, Part II, section 12(1).

    24. Indemnities

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    Is the Contract Lawyer or Paralegal an employee of the contracting firm/lawyer/paralegal? If so, wages or salary paid to the Contract Lawyer Paralegal are subject to all applicable/statutory deductions and withholdings.

    The Contract Lawyer or Paralegal may be an independent contractor retained by the contracting firm/lawyer/paralegal to provide services, but not as an employee, in which case the Contract Lawyer or Paralegal's remuneration would not be subject to employment related withholdings.

    Particularly in the latter instance, the parties should include a statement that the Contract Lawyer or Paralegal is responsible for taxes, along an indemnity of the contracting firm/lawyer/paralegal from obligations, interest and/or penalties for employment-related taxes and withholdings.

    25. Disputes and arbitration

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    The parties may want to include an arbitration clause, so that any disputes between the contracting firm/lawyer/paralegal and the Contract Lawyer or Paralegal will be resolved by way of binding arbitration. The parties may also wish to specify that even jurisdictional issues are to be determined by the arbitrator.

    Other considerations include:

    • whether arbitration will be in accordance with the Ontario Arbitration Act, 1991
    • location of the arbitration hearing
    • method of selecting an arbitrator, and whether the arbitration will proceed before a sole arbitrator or a panel
    • who will bear the cost of the arbitration and whether the arbitrator will have discretion to award costs
    • whether the process is confidential
    • what procedure will be used and/or how procedural issues will be resolved

    26. Entire Agreement

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    The parties may want to state that the contract is the entire agreement between the parties, and that neither party is to rely upon any representations or other agreements. If there are other agreements that should be incorporated by reference, (e.g. a separate document addressing retainers with particular clients), that should be stated in the contract.

    27. Amendments

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    How may the parties make amendments to the agreement and must they be in writing?

    28. Governing Law

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    Particularly where the Contract Lawyer or paralegal is retained while outside theprovince, it is advisable to identify the governing law, and,particularly absent an arbitration clause, the preferred jurisdiction inwhich disputes will be determined.