Our Responsibilities

It is understood and agreed that:

• The corporation will provide us with accurate and complete information necessary to compile such work.

This engagement cannot be relied upon to prevent or detect error and fraud and other irregularities. We wish to emphasize that responsibility for the prevention and detection of error and fraud and other irregularities must remain with management.

Personal Information

It is acknowledged that we will have access to all personal information in your custody that we require to complete our engagement. Our services are provided on the basis that:

a) You represent to us that you have obtained any required consents for collection, use and disclosure to us of personal information required under applicable privacy legislation; and

b) We will hold all personal information in compliance with our Firm’s Privacy Statement.

Working Papers

The working papers, files, other materials, reports and work created, developed or performed by us during the course of the engagement are the property of our Firm, constitute confidential information and will be retained by us in accordance with our Firm’s policies and procedures.

File Inspections

In accordance with professional regulations (and by our Firm’s policy), our client files must periodically be reviewed by practice inspectors and by other Firm personnel to ensure that we are adhering to professional and our Firm’s standards. File reviewers are required to maintain confidentiality of client information.

Other Terms of Engagement

Nothing in this agreement supersedes the general engagement letter that is signed in relation to the preparation of the annual Notice to Reader financial statements.

Dispute Resolution

You agree that:

a) any dispute that may arise regarding the meaning, performance or enforcement of this engagement will, prior to resorting to litigation, be submitted to mediation; and

b) you will engage in the mediation process in good faith once a written request to mediate has been given by any party to the engagement.

Any mediation initiated as a result of this engagement shall be administered within the Province of Alberta, according to its mediation rules, and any ensuing litigation shall be conducted within such province, according to provincial law. The results of any such mediation shall be binding only upon agreement of each party to be bound.

The costs of any mediation proceeding shall be shared equally by the participating parties.

Indemnity

The Corporations hereby agrees to indemnify, defend (by counsel retained and instructed by us) and hold harmless our Firm, and its partners, agents or employees, from and against any and all losses, costs (including solicitors’ fees), damages, expenses, claims, demands or liabilities arising out of or in consequence of:

a) The breach by the Corporation, or its directors, officers, agents or employees, including, without restricting the generality of the foregoing, the misuse of, or the unauthorized dissemination of, our work product made available to you by our Firm.

b) The services performed by us pursuant to this engagement, unless, and to the extent that, such losses, costs, damages and expenses are found by a court of competent jurisdiction to have been due to the negligence of our Firm. In the event that the matter is settled out of court, we will mutually agree on the extent of the indemnification to be provided by your company.

We will use all reasonable efforts to complete the engagement as described in this letter within the agreed upon time frames. However, we shall not be liable for failures or delays in performance that arise from causes beyond our control, including the untimely performance by the Corporation of its obligations.

Fees

Our professional fees will be based on our regular billing rates, plus direct out-of-pocket expenses and applicable GST, and are due when rendered. Fees for any additional services will be established separately.

Billing

Our fees and costs will be billed monthly and are payable upon receipt. Invoices unpaid 30 days past the billing date may be deemed delinquent and are subject to an interest charge of 2.00% per month or 24.00% (APR) per annum.

We reserve the right to suspend our services or to withdraw from this engagement in the event that any of our invoices are deemed delinquent. In the event that any collection action is required to collect unpaid balances due to us, you agree to reimburse us for our costs of collection, including lawyers’ fees.

Termination

If we elect to terminate our services for nonpayment or for any other reason provided for in this letter, our engagement will be deemed to have been completed upon written notification of termination, even if we have not completed our report. You will be obligated to compensate us for all time expended and to reimburse us for all our out-of-pocket costs, through to the date of termination.

Costs of Responding to Government or Legal Processes

In the event we are required to respond to a subpoena, court order, government agency or other legal process for the production of documents and/or testimony relative to information we obtained and/or prepared during the course of this engagement, you agree to compensate us at our normal hourly rates for the time we expend in connection with such response and to reimburse us for all of our out-of-pocket costs (including applicable GST) incurred.

Not Liable For Any Failures or Delays Beyond Our Control

We will use all reasonable efforts to complete the engagement as described in this letter within the agreed-upon time frames. However, we shall not be liable for failures or delays in performance that arise from causes beyond our control, including the untimely performance by your company of its obligations.

Confidentiality

We will maintain the strictest confidence with respect to any client’s or former client’s information. Accordingly, your confidential information will not, without your consent, be disclosed to any individuals in our Firm beyond those who are engaged on your services. This policy applies to anyone outside the Firm, except as required by law or under the profession’s Rules of Professional Conduct.

Proceeds of Crime (Money Laundering) and Terrorist Financing Act

The Proceeds of Crime (Money Laundering) and Terrorist Financing Act places legal requirements on us to report transactions that may be suspicious of being related to a money laundering or terrorist financing offence. It also requires our Firm to report large cash transactions that exceed $10,000, cross-border currency and monetary instruments that exceed $10,000, and whether we are in possession or control of property that is considered terrorist property. Finally, the Act requires our Firm ascertain the identity and existence of clients and other entities.

To meet these obligations, we may have to report information about your Corporation that might otherwise be confidential. The reporting of this information may place your Corporation and this Firm in a conflict of interest. Should such a conflict arise this Firm may be required to withdraw from this engagement. Please be advised that we will do everything in our power to avoid such conflicts and that only information that is required will be disclosed. You hereby acknowledge this legal requirement placed upon this Firm and the potential conflict of interest that may arise as a result of it. You also hereby authorize this Firm to release and disclose information related to the Corporation when required by statute to do so.

Consequential Loss

Our Firm and its partners, officers or employees will not be responsible for any consequential loss, injury or damages suffered by the client including but not limited to loss of use, earnings and business interruption, or the unauthorized distribution of any confidential document or report prepared by or on behalf of our Firm, including the partners, officers or employees of the accounting Firm for the exclusive use of the client.

Relevant Parties

The client will not assert any claim for damages against our Firm unless the client has concurrently or previously asserted a claim against all other persons who might reasonably be liable in relation to that claim. Any release, waiver, or covenant to otherwise not sue or enforce any remedy known to law given by the client to a third party shall be deemed to apply in favor of our Firm.

Third Parties

These financial documents are prepared solely for the use of the client with whom we have entered into a contract and there are no representations of any kind made by us to any party with whom we have not entered into a written contract.