[Date]

[Name of Client]
[Address of Client]

Dear Sirs/Mesdames:

You have retained our services for the purposes of [Detailed Description of Work and Services to
be performed] (the "Services")

For the purposes of our engagement, we will require access to the following:

1. [List of documents, data, information and other resources you require access to]

2.

3.

In providing the Services, we will rely upon the documents, data, information and resources
provided by you and upon the documents, data, information and resources to which we are given
access as outlined above. We will make no independent investigation or review in order to
confirm the accuracy or completeness of any documents, data, information and resources
provided to us.

None of the products, documents or reports we produce or deliver to you in connection with the
performance of the Services is intended to be reproduced or used for any purpose other than as
outlined above, nor can anyone other than you make use of such products, documents or reports
or the information contained therein, without our prior written approval in each specific instance.
We cannot be held responsible or liable for any losses occasioned to you or others as a result of
the circulation, publication, reproduction or unauthorized use of any products, documents or
reports we furnish to you. You shall indemnify and save us harmless should those documents be
circulated, published or reproduced contrary to the provisions of this paragraph and any person
suffers any loss or damage, directly or indirectly, as a result thereof.

We will render accounts to you periodically for the services of each professional at the rate of
$[Hourly Rate of Employee] per hour, plus reasonable out of pocket expenses and applicable
taxes. All accounts are due and payable when rendered. Interest will be charged on outstanding
 -2-

accounts at the rate of 12% per annum. As is our usual practice in these matters, we request a
retainer cheque for $[Amount of Retainer, if any] at the outset. The retainer will be applied
against the last account we will render to you.

We agree to hold and maintain in trust and confidence any confidential information we receive
from you and not disclose such confidential information, by publication or otherwise, to any
person other than those persons whose services are contemplated for the purposes of carrying out
the Services, or otherwise for your benefit.

You acknowledge that we are providing the Services to you as an independent contractor and that
we reserve the right to enter into engagements and/or retainers with others, including your
competitors, for the provision of similar services, provided that we observe the confidentiality
provisions outlined above.

If the foregoing terms of our engagement are acceptable, would you kindly sign the enclosed
duplicate of this letter where indicated and return it to us. Your signature will confirm your
agreement to this engagement.

Yours truly,

[NAME OF SERVICE PROVIDER]

Per:
Name:
Title:

This is to confirm that we have retained the firm of [Name of Service Provider] on the above-
described basis.

[NAME OF CLIENT]

Per:
Name:
Title: