The nature of the service is to assist the Client in filing for SR&ED. We cannot guarantee that the CRA will accept the Client’s submitted development activities as qualifying activities or that the CRA will approve all of the Client’s research & development expenditures. 

LFG represents and warrants to Client that it has the experience and ability to perform the services required by this Agreement; that it will perform said services in a professional, competent and timely manner; that it has the power to enter into and perform this Agreement; and that its performance of this Agreement shall not infringe upon or violate the rights of any third party or violate any federal, provincial and municipal laws. The Client acknowledges that all services are provided on a best efforts basis.

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Should the CRA contact the Client directly regarding the SR&ED claim, LFG must be notified.

LFG recognizes and acknowledges that this Agreement creates a confidential relationship between LFG and Client and that information concerning Client's business affairs, customers, vendors, finances, intellectual properties, software and documentation, whether written or oral is confidential in nature. LFG agrees to follow client information security procedures and otherwise take all reasonable precautions for the protection of confidential information.

LFG agrees that, except as directed by Client, it will not at any time during or after the term of this Agreement disclose any Confidential Information to any person whatsoever and that upon the termination of this Agreement it will turn over to Client all documents, papers, and other matter in its possession or control that relate to Client.
 

Client and LFG have discussed the risk, rewards and benefits of the Services.  Client and LFG acknowledge that the benefits vary disproportionately between them.  Accordingly, the risks have been allocated such that the Client agrees that, to the fullest extent permitted by law, that LFG’s total liability to Client for any and all injuries, claims, losses, expenses, damages or expenses arising out of this Consulting Agreement from any cause or causes shall not exceed the aggregate annual amounts paid to LFG under this Agreement. Such causes include but are not limited to LFG’s negligence, errors, omissions, strict liability, breach of Contract, or breach of warranty.

 

Nothing contained in this Consulting Agreement shall create a contractual relationship with or a cause of action in favour of a third party against either the Client or the LFG.  LFG’s services under this Consulting Agreement are being performed solely for the Client's benefit, and no other entity shall have any claim against LFG because of this Consulting Agreement or the performance or non-performance of services hereunder.

 

It is mutually understood that LFG will need to communicate information about the Client to third parties in order to fulfil its obligations under this Agreement. All communication to third parties regarding the Client requires the express consent of the Client. Thus LFG is not liable for reliance that third parties place on information provided by LFG on behalf of the Client. As a result the Client indemnifies LFG of any liability arising from third party litigation or claims.

If a dispute arises between the parties relating to this Agreement, or arising out of this Agreement, the parties agree to negotiate in good faith for a period of 30 days. If the parties are not successful in resolving the dispute through negotiation, then the parties agree that the dispute shall be settled by arbitration in accordance with the Arbitration Act [R.S.B.C. 1996] Chapter 55. The decision of the arbitrator shall be final and binding and shall not be subject to appeal on a question of fact, law or mixed fact and law. The costs of mediation or arbitration shall be shared equally between the parties. Costs shall not include costs incurred by a party for representation by counsel. Unless the parties otherwise agree, the rules of the British Columbia International Commercial Arbitration Centre shall apply.

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This Agreement shall be construed and enforced in accordance with the laws of the Province of British Columbia.

A success fee, based on the cumulative total of all SR&ED federal and provincial tax credits ("ITC's"), refundable or non-refundable, as assessed (including interest accrued on tax credits) for each of the fiscal years covered by the engagement letter or proposal. The fees shall be invoiced on the date of assessment by the CRA.  The basis for calculation shall be the tax credits ITC's assessed on filed tax returns or the proposed assessment or reassessment if an amended filing.

 

If LFG is not notified of the receipt of the Notice of Assessment/Reassessment by the Client, interest shall be payable on our fee at the rate indicated below on unpaid accounts beginning 30 days after the date of the Notice of Assessment/Reassessment. Client shall make full payment for services in accordance within 15 days of receiving an invoice from LFG. 

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Late payment will be subject to 15% per annum interest and fees not paid within 6 months of receiving an invoice are subject to legal action. If LFG brings a legal action to collect any sums due under this Agreement, it shall be entitled to collect, in addition to all damages, its costs of collection, including reasonable attorney's fees.

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Sales taxes are payable in accordance to the laws of the Province of British Columbia and are not included in the fees outlined in Section 1.2.

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If the Client amends or restates its corporate tax return, subsequent to SR&ED acceptance by the CRA, the success fees paid to LFG cannot be claimed back by the Client, in part or in whole, in the event that the ITC is reduced as a result of the Client's amendment or restatement of financial information or corporation type.  For example, if Client subsequently restates from a CCPC status to a non-CCPC status.

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This Agreement shall commence on the date signed, and shall remain in effect for the fiscal years identified in the engagement letter or proposal. Either party to this Agreement may terminate this Agreement with or without cause if no material work has been initiated by LFG for the fiscal year in question.