10 nature of the limited liability partnership llp cw

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10. Nature of the Limited Liability Partnership (LLP) - C&W is a registered limited liability partnership, as permitted by legislation enacted in our governing jurisdiction of the Province of Quebec. This legislation provides that a partner of an LLP is not personally liable for any of the debts, obligations, or liabilities of the LLP or any of the other partners which may arise as a result of any negligent act or omission of another partner of the LLP, or by any employee of the partnership, unless such act or omission is committed by the partner him or herself or by a person under the partner's direct supervision and control. All partners of an LLP remain personally liable for any acts or omissions arising as a result of their own negligence, and for the acts or omissions of those directly under their supervision or control, and shall continue to be subject to unlimited personal liability for all of the other liabilities of the partnership. The legislation does not reduce or limit in any way the liability of the partnership itself, and all of the partnership's assets and insurance coverage remain at risk. 11. Release and Limitation of Liability - The Company and C&W agree to the following with respect to C&W 's liability to the Company: a. In any action, claim, loss or damage arising out of the engagement, the Company agrees that C&W's liability will be several and not joint and the Company may only claim payment from C&W of C&W’s proportionate share of the total liability based on the degree of fault of C&W as finally determined by a court of competent jurisdiction. "We are - the relationship you can count on" - Chiu & Weisserman, LLP 2
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b. Other than for matters finally determined to have resulted from the gross negligence, fraud or willful misconduct of C&W, whether the claim be in tort, contract, or otherwise: i. C&W shall not be liable to the Company and the Company releases C&W for all claims, damages, costs, charges and expenses (including legal fees and disbursements) incurred or suffered by the Company related to, arising out of, or in any way associated with the engagement to the extent that the aggregate of such amounts is in excess of the total professional fees paid by the Company to C&W in connection with this engagement during the 12 month period commencing from the date of the engagement letter to which these terms and conditions are attached; and, ii. C&W shall not be liable to the Company for any consequential, indirect, lost profit or similar damages, or failure to realize expected savings, relating to C&W's services provided under the engagement letter to which these terms and conditions are attached. For the purposes of this paragraph, “C&W” shall mean Chiu & Weisserman LLP and its directors, officers, partners, professional corporations, employees, subsidiaries and affiliates and to the extent providing services under the engagement letter to which these terms are attached, Chiu & Weisserman LLP, its member firms, and all of their partners, principals, members, owners, directors, staff and agents; and in all cases any successor or assignee. “C&W” excludes any member of the
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