Sydney Winter Legal Services Price Guide. Andreyev Doman Lawyers Sydney Adelaide

Transcription

1 Sydney Winter 2012 Legal Services Price Guide Andreyev Doman Lawyers Sydney Adelaide

2 1 Legal Services Price Guide WHO ARE WE? We are a full service commercial law firm. We focus on working with successful entrepreneurs, family businesses and investors over the longer term. In order to achieve this, we practice law differently. In what ways are we different? First, we develop strong relationships. We do this by putting people and outcomes before money. We work as a member of your in-house team, rather than as an arm s length adviser. Then we put you in control. We listen, and we implement. Through our tailored documents, robust structures and dispute resolution tools, we limit your risks, reduce the cost of unexpected events and build a solid platform to take advantage of opportunities. Finally, we are open and straight forward about how we charge. For commercial matters we provide very accurate estimates of the fees we charge for the work we perform. For dispute matters we clearly set out the stages of the dispute process and the likely costs as things progress. We can only do this successfully if we take the time to clearly understand your objectives, stay within our areas of experience and expertise, and deliver what we promise. In summary, you come first. Not our egos or our profits. We do everything to put you at the centre. OUR PHILOSOPHY We believe we are unique in a number of ways: We put people first, and we have a genuine interest in business and investments. We use our knowledge of the law to provide modern documents and structures that meet your specific needs so they have real meaning and represent excellent value. We simplify complex issues. We provide advice that you can act on. We do not sit on the fence or provide overly academic advice. We hold opinions. We are able to put our advice into action through clear documents and innovative structures. We continually innovate so that our documents and structures blend the ever-changing law with the real world. We offer unique value through a blend of high quality documents and robust structures, delivered by a focused and talented team. If you would like to talk with us about a particular transaction or business concept, please call on or info@adlaw.com.au.

3 Contents 2 CONTENTS Contents... 2 Our Services... 3 How to use this Guide... 3 Overview of Services Provided... 3 Trusts... 6 Companies Self-Managed Super SMSF Borrowing Arrangement Business Structures Buy-Sell & Co-Ownership Agreements Business s Business Sales & Acquisitions Share/Unit Sales & Acquisitions Employment Law Loan & Security s Advice on Guarantees Intellectual Property & Licensing Debt Collection & Cash-flow Acceleration Estate Planning & Succession Probate & Administration Of Estates Sale of Residential Property Purchase of Residential Property Sale/Purchase of Commercial Property Leasing (Commercial) - NSW Family Law Zumedocs Consulting More Information Our Service Philosophy and Fees Need More Information? How to Contact Us... 51

4 3 Legal Services Price Guide OUR SERVICES HOW TO USE THIS GUIDE It is difficult to accurately estimate fees for legal work. This is because the range of circumstances we are presented with can vary widely. Furthermore, the length and intensity of negotiations depend very much on the attitude of the parties. That said, when people request a quote on legal work the usual response of "it depends" can get a bit tiring. Yes it depends, but in many instances, not by much. This is especially so, if you know the area of law well and practice it daily. The purpose of this Guide is to remove some of the fear and uncertainty that is often associated with engaging a lawyer, or referring a client or friend to a lawyer. By providing a clear indication of the legal costs involved in many day-to-day business and investment transactions, we hope to encourage a more confident use of our services. This Guide provides a brief description of each document and service. We have more detailed Information Flyers and Instruction Forms for a number of the more common documents. These can be found on our website at under the 's' tab. Unless otherwise specified, the prices set out in this Guide do not cover technical taxation advice. OVERVIEW OF SERVICES PROVIDED We are a full service commercial law firm, operating from our offices in Sydney and Adelaide. The services we offer include: BUSINESS AND INVESTMENT STRUCTURES Setting up business structures, including Partnerships, Companies and Trusts Setting up investments structures, including Trusts and Self-Managed Super Funds Assisting with the franchising of a business concept Implementing comprehensive Shareholder Agreements, Unit Holder Agreements and Constitutions Setting up structures for collective investments, including Units Trusts, Unregistered Managed Investment Schemes and Registered Managed Investment Schemes Providing advice and implementing strategies to protect accumulated wealth and business assets from unjust claims TRADING STRUCTURES Implementing Standard Trading Terms & Conditions (including privacy issues, trading references, guarantees, PPSA provisions etc)

5 Our Services 4 Drafting tailored commercial agreements, including specialised one off type agreements Drafting and advising on loans and structured (and securitised) financing arrangements Implementing debt collection procedures, and other cash acceleration strategies Providing advice on Human Resources issues, including standard Employment Terms, Awards and Minimum Conditions, dismissal and restraints BUSINESS SALES AND ACQUISITIONS Acting for people buying and selling businesses (ranging from small family businesses to medium sized enterprises) Acting for people buying into a business, or selling equity to an employee or outsider Implementing and challenging commercial restraints of trade ESTATE & BUSINESS SUCCESSION PLANNING Preparing Wills and implementing more complex Estate Planning strategies Applying for Probate of a Will Implementing Business Succession strategies, including Buy-Sell Agreements (both funded and unfunded) Assisting people make a claim under a Will for an adequate share of the Estate assets (i.e. challenging a Will ) Acting for Executors and Trustees of Wills to deal with claims for adequate provision PROPERTY AND CONVEYANCING Providing conveyancing services to people buying and selling real estate, including reviewing contracts, and providing associated GST advice Preparing and reviewing Commercial and Retail Leases Preparing Land Holding Agreements (including simple Co-Ownership Agreements) Providing advice on development structures, and then preparing and reviewing Development Agreements (and associated structures) FAMILY LAW Preparing and advising on Binding Financial Agreements (commonly known as Prenuptial Agreements ) Assisting with divorce, separation and property settlements Assisting with the dissolution of De facto relationships Advising on Domestic Relationship Agreements, Spousal Maintenance and Child Support

6 5 Legal Services Price Guide BANKRUPTCY AND INSOLVENCY LAW Assistance with all aspects of corporate and personal insolvency Providing advice on and assisting implement corporate reconstructions Providing a complete small business advisory service, including director duties and liabilities, and personal liability for taxation debts DISPUTES Acting for people in commercial disputes with third parties Acting for people in commercial disputes with their business partners Acting for people in a dispute with the Tax Office or other revenue authority, including handling audits, objections and appeals Assisting people make a claim under a Will for an adequate share of the Estate assets (i.e. challenging a Will) Acting for Executors and Trustees of Wills to deal with claims for adequate provision TAXATION LAW AND TAX DISPUTES Acting for people with significant tax debts to manage their situation with the Tax Office Providing technical tax advice on complex tax and superannuation laws NOTARIAL SERVICES Attestation, verification and certification of documents

7 Trusts 6 TRUSTS Discretionary Trust (Business or Investment) Professionally drafted modern Trust Deed Trustee Minutes and Trust Register Settling and stamping of Trust Deed in SA ($500 extra in NSW) If requested, a brief telephone discussion on whether the trust is appropriate in the particular circumstances Unit Trust (tax compliant "fixed") Professionally drafted modern Trust Deed Trustee Minutes and Trust Register Settling and stamping of Trust Deed in SA ($500 extra in NSW) If requested, a brief telephone discussion on whether the trust is appropriate in the particular circumstances Private Company (to act as corporate trustee) This covers: ASIC statutory Incorporation Fee of $433 Private company standard Constitution Professionally drafted Statutory Minutes Company Registers If requested, a brief telephone discussion on whether the company is appropriate in the particular circumstances, including choice of shareholders and directors $575 (Hard copy) $485 (PDF only) $165 (Zumedocs.com) $575 (Hard Copy) $485 (PDF only) $165 (Zumedocs.com) $873 (Bound Register) $756 (PDF only) $598 (Zumedocs.com)

8 7 Legal Services Price Guide Removal and/or Appointment of Trustee This relates to Discretionary Trusts and Unit Trusts Review of existing Trust Deed to confirm change of trustee powers Preparation of a Deed of Removal and Appointment of Trustee Consent from new trustee(s) to act Update schedule for Trustee Register This price does not include: Amendment to provide power to change trustee (if missing from Trust Deed) Amendment to provide for stamp duty issues in NSW (if original Trust Deed has not been properly drafted) Conveyance or transfer of trust assets from the former trustee to the new trustee Registration of Deed and any registration fees Stamping of Deed of change of trustee and any stamp duty Winding up of Discretionary Trust or Unit Trust Review of terms of the Trust Deed with respect to winding up/vesting of the Trust Letter of advice on what is involved in winding up of the Trust Vesting Deed or Vesting Minutes (as per the Trust Deed) A brief telephone discussion in relation to matter Additional advice on complex arrangements will be invoiced as quoted or at our standard hourly rates Discretionary Trust Deed Update - (Tax Provisions only) Review of terms of the Trust Deed with respect to updating the Trust, including consideration of potential resettlement issues Letter of advice on what is involved in amending the Discretionary Trust Deed Deed of Amendment as appropriate A brief telephone discussion in relation to matter Additional advice on complex arrangements will be invoiced as quoted or at our hourly rates $660 (Standard) $990 (Complex) $990 (Standard) $1,210 (Complex) Bamford Update: $770 Bulk from $575 (10+)

9 Trusts 8 Discretionary Trust Deed Update - (Tax & Estate/Succession Provisions) Review of terms of the Trust Deed with respect to updating the Trust, including consideration of potential resettlement issues Letter of advice on what is involved in amending the Discretionary Trust Deed of Amendment as appropriate A brief telephone discussion in relation to matter Additional advice on complex arrangements will be invoiced as quoted or at our hourly rates Discretionary Trust Replacement of lost trust deed A discussion of what is involved in acknowledging the lost Trust Deed Gathering relevant evidence of existence of Trust and terms of lost Trust Deed Deed of Acknowledgement of Trust, including comprehensive replacement operative provisions Statutory Declarations by trustee and relevant officers Leveraged (Hybrid) Trust Professionally drafted and bound Trust Deed ed PDF copy of stamped Trust Deed Stamping of Trust Deed as settled in SA ($500 extra in NSW) A brief telephone discussion on whether the trust is appropriate in the particular circumstances Estate Entitlement Trust Professionally drafted and bound Trust Deed Stamping of Trust Deed as settled in SA ($500 extra in NSW) A brief telephone discussion on whether the trust is appropriate in the particular circumstances Bamford & Succession Update: $990 Bulk from $660 (10+) $1,210 Plus $220 for each Statutory Declaration Trust Deed: $1,980 Written advice: +$2,200 $2,750 Written advice: +$2,200

10 9 Legal Services Price Guide Blind Trust Structure This structure enables a third party to hold assets on behalf of another party, while obscuring the ultimate controller's identity. The ultimate controller retains a real and effective means of controlling the structure. Initial consultation and advice as to the appropriateness of the structure; Drafting the documentation to implement the structure; and Providing advice as to how to move assets into the structure, and how to move assets and income out of the structure. This structure is not effective for the purposes of obscuring ownership or control from government authorities, including the Tax Office. Deed of Forgiveness/Release Reviewing terms of loan or trust entitlement Brief consideration of potential high level tax and stamp duty issues Drafting appropriate Deed of Forgiveness/Release $8,800 $1,100 per debt

11 Companies 10 COMPANIES New Private Company (Pty Ltd) This covers: ASIC statutory Incorporation Fee of $433 Private company standard Constitution Professionally drafted Statutory Minutes Company Registers If requested, a brief telephone discussion on whether the company is appropriate in the particular circumstances, including choice of shareholders and directors New Public Unlisted Company (Limited) This covers: ASIC statutory Incorporation Fee of $433 Professionally drafted and bound Constitution (if elected) Professionally drafted Statutory Minutes Company Registers If requested, a brief telephone discussion on whether the company is appropriate in the particular circumstances, including choice of shareholders and directors Private Company Constitution Update (Pty Ltd) Review of existing Constitution to determine update mechanism Sole director/shareholder provisions Differential dividend provisions Built-in Div 7A Loan provisions Professionally drafted replacement Constitution Professionally drafted Minutes to adopt amendments to the Constitution $873 (Bound Register) $756 (PDF only) $598 (Zumedocs.com) $926 (PDF only, Replaceable Rules) $1,366 (With Public Company Constitution) $485

12 11 Legal Services Price Guide Universal Private Company Constitution This comprehensive Constitution is designed to be used in place of a separate Shareholders Agreement Please see our separate Flyer for a detailed summary of what this document incorporates Pre-emption, Tag-along, Drag-along and change in control rights Employee share plan and 'leaver' framework Provisions dealing with member exits (including restraints) Built-in Div 7A Loan provisions Differential dividend provisions Professionally drafted and bound Constitution Professionally drafted Minutes to adopt new Constitution Subscription Agreement An agreement whereby a Company and an investor agree that the investor will subscribe for new shares in the Company at a given price and time A review of the Company s Constitution to determine the authority of the directors to issue new shares Preparation of a Subscription Agreement between the Company and the intended subscriber for shares Usual warranties from both the Company and the subscriber Minutes of the Company authorising entering into the Subscription Agreement This price does not include advice about compliance with the capital raising provisions of the Corporations Act, technical taxation advice and, if required, negotiations between the parties Issue of new shares Application by Subscriber Review of Constitution to determine authority to issue shares Confirmation of share class rights Minutes of board accepting Application and issuing shares Share Certificate Update to Register of Members $2,200 (Standard) From $2,750 (Tailored) $1,650 $880 Advice (excluding tax advice) +$1,650

13 Companies 12 Equal capital reduction (Pty Ltd) Review of Constitution to determine authority Preparation of Minutes Preparation of Member Consent Preparation of brief Information Circular to members Preparation of ASIC forms This price assumes that all existing members are in agreement as to the terms of the capital reduction This price does not include detailed corporate or taxation advice regarding capital reductions Selective capital reduction (Pty Ltd) Review of Constitution to determine authority Preparation of Minutes Preparation of Member Consent Preparation of brief Information Circular to members Preparation of ASIC forms This price assumes that all existing members are in agreement as to the terms of the capital reduction This price does not include detailed corporate or taxation advice regarding capital reductions Attending to the de-registration of a Private Company A discussion as to whether the Company is likely to qualify for de-registration The ASIC Deregistration Fee This price assumes that the Company s directors can confirm the Company meets the statutory requirements to de-register the Company $2,200 Advice +$2,750 $2,750 Advice +$3,300 $770 Advice +$1,650

14 13 Legal Services Price Guide Members' voluntary liquidation documentation Assisting with the preparation of documentation and ASIC forms to effect a members' voluntary liquidation We are not registered liquidators This price does not include: Preparation of accounting information Advice in relation to solvency Specific taxation advice Sale, transfer or distribution of assets on liquidation Acting in any formal capacity in the liquidation $5,500

15 Self-Managed Super 14 SELF-MANAGED SUPER Initial SMSF advice Quite often clients need some initial advice to get an understanding of what is involved in setting up a Self-Managed Super Fund, what assets they can acquire, and what the potential costs and benefits may be This price includes a meeting to discuss: What is a Self-Managed Super Fund What is involved in setting up a Fund Who can be a member Is it necessary to adopt a company trustee What assets can the fund acquire In what circumstances can the fund borrow to acquire assets Please note, no financial planning or product advice will be provided at this meeting Complying Self-Managed Superannuation Fund s Professionally drafted modern Super Fund Deed Professionally drafted Register and Minutes establishing the Fund, covering such matters as appointing the Trustee, opening a bank account, applying to become a complying fund and Applications by prospective Members Stamping of Deed (excluding any duty payable) Consent under section 118 of the SIS Act Statement under section 120 of the SIS Act Private Company to act as Trustee of Super Fund ASIC statutory Incorporation fee of $ Private company standard Constitution Professionally drafted Statutory Minutes Company Registers If requested, a brief telephone discussion on whether the company is appropriate in the particular circumstances, including choice of shareholders and directors $575 $585 (Bound) $495 (PDF only) $165 (Zumedocs.com) $873 (Bound) $756 (PDF only) $598 (Zumedocs.com)

16 15 Legal Services Price Guide Complying Superannuation Fund and Company Trustee ASIC statutory Incorporation fee of $ Company Registers and statutory Minutes for the Trustee Company Professionally drafted modern Super Fund Deed Professionally drafted Register and Minutes establishing the Fund, covering such matters as appointing the Trustee, opening a bank account, and Applications by prospective Members Consent under section 118 of the SIS Act Statement under section 120 of the SIS Act Stamping of Trust Deed (excluding any duty payable) A brief telephone discussion on whether the super fund is appropriate in the particular circumstances Registration of Self-Managed Super Fund Assistance with registering a Self-Managed Super Fund with the Australian Taxation Office and obtaining a Certificate of Compliance (Normally done by your Accountant) Removal and/or Appointment of Super Fund Trustee Professionally drafted Deed of Removal and Appointment Professionally drafted Minutes relating to the removal or appointment of Trustee Stamping of Deed of Removal and Appointment (excluding duty payable) Explanatory letter setting out effect of Deed of Removal and Appointment, including list of matters to be attended to post appointment or removal Consent under section 118 of the SIS Act Statement under section 120 of the SIS Act Transfer of assets post removal and/or appointment Assistance with the transfer of assets post removal or appointment of Trustee This will depend on the extent and nature of the assets concerned Quotes on application Please see our section on Conveyancing Services in relation to transfers of real property $1,351 (Bound) $1,196 (PDF only) $770 $770 (Standard) $1,210 (Complex) POA

17 Self-Managed Super 16 Transition to Retirement Pension Review of Super Fund Deed to establish power to pay pension Minutes to establish the Pension Standard Pension Terms Nomination of Reversionary Beneficiary Provision of simple (unregulated) Product Disclosure Statement explaining the key terms of the Pension Account Based Pension Review of Super Fund Deed to establish power to pay pension Minutes to establish the Pension Standard Pension Terms Nomination of Reversionary Beneficiary Provision of simple (unregulated) Product Disclosure Statement explaining the key terms of the Pension Winding up of Self-Managed Super Fund Review of terms of Super Fund Deed with respect to winding up of the Fund Letter of advice on what is involved in winding up of the Fund Vesting Deed or Minutes (as per the Super Fund Deed) A brief telephone discussion in relation to matter. Additional advice on complex arrangements will be invoiced as quoted or at our hourly rates $660 (Hard copy) $495 (PDF only) $165 (Zumedocs.com) $660 (Hard copy) $495 (PDF only) $165 (Zumedocs.com) $1,650 (Standard) $2,200 (Complex)

18 17 Legal Services Price Guide Superannuation Fund Deed Update Review of existing Super Fund Deed to identify powers to amend terms Professionally drafted Deed of Amendment incorporating updated and comprehensive operative Super Fund provisions Professionally drafted Minutes adopting the new operative Super Fund provisions Stamping of Deed of Amendment (excluding any duty payable) A brief telephone discussion in relation to matter. Additional advice on complex arrangements will be invoiced as quoted or at our hourly rates $585 (one off) $495 (5-15) $440 (15+)

19 SMSF Borrowing Arrangement 18 SMSF BORROWING ARRANGEMENT Bare Custodian Trust Deed (Complying borrowing arrangement) Custodian Trust Deed (Bare Trust) Stamping of Custodian Trust Deed ($50 extra in NSW) This price is a documentation price, and does not include any advice in relation to the borrowing arrangement. This price excludes the cost of setting up a corporate trustee. Complying Superannuation Borrowing arrangement - Bank Funded Review of Super Fund Deed for borrowing power Update of Super Fund Deed to include borrowing power (if necessary) Establishing private company to act as custodian ASIC statutory Incorporation fee of $ Custodian Trust Deed (Bare Trust) Liaising with conveyancer to ensure that the transaction is properly reflected on the property title Liaising with bank (or other provider of third party finance) to ensure compliance of arrangement with their internal credit criteria Stamping of Custodian Trust Deed ($50 extra in NSW) General advice and assistance with the transactions $770 (Hard copy) $575 (PDF only) $165 (Zumedocs.com) [Company: +$873 (Hard copy) or +$756 (PDF only) or +$165(Zumedocs.com)] $1,760 [Company: +$873 (Hard copy) or +$756 (PDF only) or +$165(Zumedocs.com)] [Deed Update +$330]

20 19 Legal Services Price Guide Complying Superannuation Borrowing arrangement - Self Funded (No direct lending to super fund by bank) Review of Super Fund Deed for borrowing power Update of Super Fund Deed to include borrowing power (if necessary) Establishing private company to act as custodian ASIC statutory Incorporation fee of $ Custodian Trust Deed (Bare Trust) Complying Limited Recourse Loan Agreement Liaising with conveyancer to ensure that the transaction is properly reflected on the property title Stamping of Custodian Trust Deed ($50 extra in NSW) General advice and assistance with the transactions Limited Recourse Loan Agreement This price is for a stand-alone complying limited recourse loan agreement, compliant with Section 67A of the SIS Act. It includes provisions for security to be granted by the borrowing fund custodian, but does not include the security documentation (see Loans & Security section of this Costs Guide for further details). $2,540 [Company: +$873 (Hard copy) or +$756 (PDF only) or +$165(Zumedocs.com)] [Deed Update +$330] $1,430 Advice on Superannuation Borrowing arrangements From $3,300

21 Business Structures 20 BUSINESS STRUCTURES Comments: The type of Articles of Partnership which are appropriate for your partnership will depend on a number of factors; including whether there will be discretionary distributions of profits between the partners or preferential profit entitlements and a range of other issues. Our Issues Check-List outlines the different documentation available. Partnership Agreement (Basic) Receiving and reviewing written instructions from client or advisers (via our Instruction Form, see Drafting Articles of Partnership A single round of amendments to Articles of Partnership to take into account comments from parties This price does not include any face-to-face meetings with the client, but includes normal telephone consultations Partnership Agreement Providing comprehensive Issues Check-List for parties to consider prior to meeting Attending meeting with parties to discuss key terms Drafting Universal Articles of Partnership if elected (more comprehensive than Standard Articles of Partnership) Attending meeting with parties to discuss any required amendments or clarifications to the Articles of Partnership Amending and finalising the Articles of Partnership to take into account comments from parties The complexity will depend on the number of parties involved, the complexity of the structure and the extent to which the parties wish to include special terms and conditions $990 Standard: $1,650 Universal: $2,750 Complex: From $4,400

22 21 Legal Services Price Guide Shareholders Agreement (Basic) Receiving and reviewing written instructions from client or advisers (via our Instruction Form, see Drafting standard Shareholders Agreement A single round of amendments to standard Shareholders Agreement to take into account comments from parties This price does not include any face-to-face meetings with the client, but includes normal telephone consultations Shareholders Agreement Providing comprehensive Issues Check-List for parties to consider prior to meeting Attending meeting with parties to discuss key terms Drafting Shareholders Agreement Attending meeting with parties to discuss any required amendments or clarifications to the Shareholders Agreement Amending and finalising the Shareholders Agreement to take into account comments from parties The complexity will depend on the number of parties involved, the complexity of the structures and the extent to which the parties wish to include special terms and conditions Unitholders Agreement Providing comprehensive Issues Check-List for parties to consider prior to meeting Attending meeting with parties to discuss key terms Drafting Unitholders Agreement Attending meeting with parties to discuss any required amendments or clarifications to the Unitholders Agreement Amending and finalising the Unitholders Agreement to take into account comments from parties The complexity will depend on the number of parties involved, the complexity of the structures and the extent to which the parties wish to include special terms and conditions $1,100 Standard: $1,980 Universal: $2,750 Complex: From $4,400 Standard: $1,980 Universal: $2,750 Complex: From $4,400

23 Business Structures 22 Standard Agency Agreement Joint Ventures Either general and limited appointments GST agency provisions (if required) Consideration and advice on joint venture structure/entity Consideration and advice on terms of joint venture, including contributions, rights and responsibilities Drafting Joint Venture documentation, usually a Joint Venture Agreement (and associated documents) Excludes cost of setting up the joint venture entity Application for Business Name This price does not include the ASIC statutory fee Responding to requisitions and contested names are charged at our standard hourly rates Application for an Australian Business Number Deed of Access & Indemnity Comprehensive Director and Officer version This price includes some tailoring to the company's particular circumstances and D&O insurance $990 From $2,750 Universal: $4,400 Complex: From $5,500 $385 per name $110 per ABN $1,650 (precedent on a per company basis) Discounts apply per Company Group

24 23 Legal Services Price Guide BUY-SELL & CO-OWNERSHIP AGREEMENTS Buy-Sell Agreement (Basic) Receiving and reviewing written instructions from client or advisers (via our Instruction Form, see website) Drafting Basic Buy-Sell Agreement in accordance with instructions This price does not include any face-to-face meetings with the client, but includes normal telephone consultations Buy-Sell Agreement Providing comprehensive 'Issues Check-List' for parties to consider prior to meeting (including comparison of Standard and Universal Buy-Sell Agreement) Attending meeting of up to an hour with parties to discuss key terms Providing advice on funding alternatives, including how to hold insurance funding Providing advice on standard valuation options (agreed value, market value or insured value) Drafting Standard Buy-Sell Agreement Amending and finalising the Standard Buy-Sell Agreement to take into account comments from parties The complexity will depend on the number of parties involved, the complexity of the structures and the extent to which the parties wish to include special terms and conditions Land Holding/Co-Ownership Agreement (Standard) Receiving and reviewing written instructions from client or advisers (via our Instruction Form, see website) Drafting Land Holding Agreement A single round of amendments to the Land Holding Agreement to take into account comments from parties $990 (Hard copy) $880 (PDF) $440 (Zumedocs.com) Standard: $1,650 Universal: $2,750 Complex: From $4,400 Standard: $770 (2 person) + $385 per additional person

25 Buy-Sell & Co-Ownership Agreements 24 Land Holding/Co-Ownership Agreement (Complex) Providing comprehensive 'Issues Check-List' for parties to consider prior to meeting Attending meeting of up to an hour with parties to discuss key terms Drafting Land Holding Agreement Attending meeting of up to an hour with parties to discuss any required amendments or clarifications to the Land Holding Agreement A single round of amendments to the Land Holding Agreement to take into account comments from parties Complex: $1,100 (2 person) + $385 per additional person

26 25 Legal Services Price Guide BUSINESS DOCUMENTS Consultancy Agreement Confidentiality provisions Commercial Restraint of Trade Provided in MS Word Format, single perpetual licence Standard Trading Terms and Conditions Limitations of liability Rebuttal of implied warranties Privacy provisions Commercial credit provisions Director guarantee provisions Credit reference provisions Provided in MS Word Format, single perpetual licence Business Management Agreement Whereby one party appoints the other party to manage their business Distributor (Sub-Distributor) Agreement (Product) Whereby one party appoints the other party to distribute products in a territory Agency (Sub-Agency) Agreement (Product) Whereby one party appoints the other party to sell products as agent in a territory Business Licence Agreement This price does not include any associated tax or structuring advice Put & Call Option Agreement This price does not include any associated tax advice Basic: $990 Tailored: $1,980 Complex: $3,300 Small Business: $990 Medium Business: $2,200 Industry Schedules $1,100 per schedule Special Terms & Conditions drafted at standard hourly rates $1,650 (Standard) $2,750 (Complex) $1,650 (Standard) $2,750 (Complex) $1,650 (Standard) $2,750 (Complex) $2,200 $1,980

27 Business Sales & Acquisitions 26 BUSINESS SALES & ACQUISITIONS Stage Comments: The cost of assisting on the sale or purchase of a business depends on a number of factors, including whether we are preparing the documentation, the size and complexity of the transaction, the number of parties involved and the nature of the business or assets. In the context of simple business sales and acquisitions we will utilise the services of our registered conveyancer, alongside our commercial lawyers. This can save considerably on costs, without compromising our service. Non-disclosure Agreement Review of business sale or acquisition agreement This fee includes a review of the draft documents or Heads of Agreement setting out the terms of the deal, and us providing our comments on those documents. This fee does not include negotiation of any suggested amendments that we may propose. The fee for this review will be rebated against the business sale or acquisition fee if the transaction proceeds Small business sale or acquisition [As a guide, businesses with a value less than $1m] Preliminary scoping advice ation (drafting or reviewing, as applicable) Up to three rounds of negotiation of terms and document amendments Standard confidentiality and restraint of trade provisions At our cost $1,320 $3,300

28 27 Legal Services Price Guide Stage Medium business sale or acquisition [As a guide, businesses with a value up to $3m] Preliminary scoping advice ation (drafting or reviewing, as applicable) Up to three rounds of negotiation of terms and document amendments High-level GST considerations High-level stamp duty considerations Standard confidentiality and restraint of trade provisions Standard business sale or acquisition [As a guide, businesses with a value up to $5m] Preliminary scoping advice ation Negotiation of terms and document amendments High-level GST considerations High-level stamp duty considerations Comprehensive confidentiality and restraint of trade provisions Business sales and acquisitions over $5m will be quoted on application, and will depend on the complexity of the proposed transaction Attendance at Settlement (Optional) This service may include: Preparation or review of Adjustment Statement and Settlement Statement Bank liaison Lease finance liaison $6,600 $9,900 (Guide) POA $2,200

29 Business Sales & Acquisitions 28 Stage Post Settlement matters (Optional) Asset assignments Contract assignments Lease assignments ASIC lodgements OCBA/Fair Trading lodgements/notifications Stamp duty submission (Objections and further liaison charged at hourly rates) $2,200 - $4,400 NORMAL PACKAGE $7,700 - $16,500 Due Diligence (Optional) Assistance with undertaking legal due diligence of target business Vendor Finance provisions (Optional) Loan and repayment terms Security issues General structuring advice (Optional) General tax advice Advice on Small Business CGT Concessions Complex GST issues Complex stamp duty issues In-house Transfer of Business Drafting a Business Sale Agreement between related parties This price does not include attending to settlement of the transaction or post settlement matters POA (hourly rates) $2,200 $4,400 - $8,800 (Guide) $2,750

30 29 Legal Services Price Guide SHARE/UNIT SALES & ACQUISITIONS Stage One-way Non-Disclosure Agreement Simple share/unit sale or acquisition Preliminary scoping advice ation Standard warranties package/review Up to three rounds of negotiation of terms and document amendments High-level stamp duty considerations Standard confidentiality and restraint of trade provisions Standard share/unit sale or acquisition Preliminary scoping advice Balance Sheet review ation Comprehensive warranties and indemnity package/review Up to three rounds of negotiation of terms and document amendments High-level stamp duty considerations Comprehensive confidentiality and restraint of trade provisions At our cost $3,300 [<$1m value] $6,600 [<$3m value] $9,900 [<$5m value] [POA > $5m] Comprehensive Tax Indemnity $1,650 Attendance at Settlement (Optional) This service covers: Preparation of Completion Adjustments Bank liaison Lease finance liaison Post Settlement ASIC lodgements OCBA/Fair Trading lodgements/notifications Stamp duty submission (Objections and further liaison charged at hourly rates) $2,200 $2,200 - $4,400

31 Share/Unit Sales & Acquisitions 30 Stage NORMAL PACKAGE Due Diligence Assistance with undertaking legal due diligence of target entity Vendor Finance provisions Bank liaison Lease finance liaison Security issues General structuring advice Balance Sheet adjustments and excluded assets General tax advice Advice on Small Business CGT Concessions Complex stamp duty issues $7,700 - $18,150 (Guide) POA $1,980 $4,400 - $8,800

32 31 Legal Services Price Guide EMPLOYMENT LAW Compliance Review Small Business Review of existing employment contract terms Assessment of relevant employment conditions Letter of advice on deficiencies and costs to remedy Compliance Review Medium Business Review of existing employment contract terms Assessment of relevant employment conditions Assessment of terms of engagement of company officers and senior staff Letter of advice on deficiencies and costs to remedy Employment Pack (Standard) Cover letters (new employee, continuing employee) Standard Employment Terms Confidentiality provisions If requested, a brief telephone discussion on whether this pack is appropriate in the particular circumstances Provided in MS Word Format, single perpetual licence Employment Pack (Executive) Cover letters (new employee, continuing employee) Standard Employment Terms Confidentiality provisions Commercial Restraint of Trade If requested, a brief telephone discussion on whether this pack is appropriate in the particular circumstances Provided in MS Word Format, single perpetual licence $1,650 $2,750 $990 (Basic) $1,540

33 Employment Law 32 Non-Executive Director Pack Standard Engagement Terms Confidentiality provisions Commercial Restraint of Trade If requested, a brief telephone discussion on whether this pack is appropriate in the particular circumstances Provided in MS Word Format, single perpetual licence Consultancy Agreement Confidentiality provisions Commercial Restraint of Trade Provided in MS Word Format, single perpetual licence $1,540 Basic: $990 Tailored: $2,200 Complex: From $3,300

34 33 Legal Services Price Guide LOAN & SECURITY DOCUMENTS Basic Fixed Loan Agreement Loan Agreement to cover a fixed amount This Loan Agreement does not include guarantor or security provisions Secured Loan Facility Loan agreement structured around a maximum facility limit Provision for taking security Provision for nominating guarantors This price excludes arranging for taking and registration of security Compliant with the Personal Property Securities Act (Cth) General Security Agreement (formerly Deed of Charge) Compliant with the Personal Property Securities Act (Cth) Excludes stamp duty, ASIC fees and arranging registration Chattel Mortgage Compliant with the Personal Property Securities Act (Cth) Excludes stamp duty, registration fees and arranging registration Real Property Mortgage Excludes stamp duty, registration fees and arranging registration Deed of Forgiveness/Release Reviewing terms of loan or entitlement Brief consideration of potential tax and stamp duty issues Drafting appropriate Deed of Release Personal Guarantee Separate personal guarantee in support of loan obligations Registration of Security Interest on Personal Property Security Register (PPSR) $880 $1,650 $1,540 $1,540 From $1,430 $1,210 $880 (+$485 extra guarantors) $220 + Statutory Charge

35 Advice on Guarantees 34 ADVICE ON GUARANTEES Independent Legal Advice - Bank loan (<$1m) Verification of client's identity in accordance with Law Society of NSW guidelines Reviewing the loan, security and guarantee documentation Meeting with the client to provide advice on the guarantee obligation Providing a written letter of advice on the key terms of the guarantee obligation Witnessing client's relevant Statutory Declaration in evidence of independent advice, in accordance with Law Society of NSW guidelines Independent Legal Advice - Bank loan (>$1m) Verification of client's identity in accordance with Law Society of NSW guidelines Reviewing the loan, security and guarantee documentation Meeting with the client to provide advice on the guarantee obligation Providing a written letter of advice on the key terms of the guarantee obligation Witnessing client's relevant Statutory Declaration in evidence of independent advice, in accordance with Law Society of NSW guidelines Independent Legal Advice - Private loan Verification of client's identity in accordance with Law Society of NSW guidelines Reviewing the loan, security and guarantee documentation Meeting with the client to provide advice on the guarantee obligation Providing a written letter of advice on the key terms of the guarantee obligation Witnessing client's relevant Statutory Declaration in evidence of independent advice, in accordance with Law Society of NSW guidelines $1,650 $1,980 $2,750

36 35 Legal Services Price Guide INTELLECTUAL PROPERTY & LICENSING Standard Non-disclosure Agreement Mutual (covers disclosures by either party) One-way (covers disclosures by only one party) Comprehensive Non-disclosure Agreement Mutual (covers disclosures by either party) One-way (covers disclosures by only one party) This NDA includes "Springboard Doctrine" provisions Contracting Agreement - Preparation Individual or company contractor status Assignment of IP provisions Tax sensitivities around employee status Contracting Agreement - Review Individual or company contractor status Assignment of IP provisions Tax sensitivities around employee status IP Development Agreement Including: Sharing/assignment of IP provisions Background IP provisions One-off IP/Software Licence Agreement Single instance, not for commercial re-use Standard Commercial IP/Software Licence Agreement For ongoing commercial re-use Can be provided in formal Agreement or Click-Through format Assignment of Intellectual Property Categories of intellectual property potentially covered include Copyright, Patents, Registered Designs and Trade Marks This price does not include Title Transfers, Updating Public Registers, Statutory Charges or Search Costs (POA) At our cost $880 $1,450 to $2,750 $990 to $1,650 $2,200 to $4,400 $990 to $2,200 $1,980 to $3,750 $1,100 to $2,200

37 Intellectual Property & Licensing 36 Application for Trade Mark This price does not include Statutory Charges and Search Costs Responding to requisitions and contested marks are charged at our standard hourly rates Application for Business Name This price does not include the ASIC statutory fee Responding to requisitions and contested names are charged at our standard hourly rates Website Compliance Review Includes review of disclosures and site terms and brief advice Website Terms & Conditions A suite of standard Terms & Conditions governing access to and use of your website (and its content) by visitors Website Privacy Statement A statement in relation to the collection and use of data from visitors of your website $660 per mark $385 per name $440 per domain $880 $660

38 37 Legal Services Price Guide DEBT COLLECTION & CASH-FLOW ACCELERATION Standard suite of reminder and demand letters A suite of reminder letters to encourage voluntary payment Solicitor's Letters of Demand Provided on Solicitor's letterhead This price includes preparation of letter and posting to debtors nominated address Lower fees may apply to high-volume clients Undefended enforcement proceedings The issuing and prosecution of legal proceedings to summary judgement is charged at the relevant Court Scale of Fees and Costs If the collection action is successful the debtor may be ordered to reimburse you for these costs. This may depend on your Trading Terms Ask for a copy of our Booklet on Debt Collection for more information Contested enforcement proceedings Stage estimates of anticipated fees will be provided as the matter proceeds Ask for a copy of our Booklet on Debt Collection for more information At our cost $82.50 Court Scale Time billed

39 Estate Planning & Succession 38 ESTATE PLANNING & SUCCESSION Estate Situation Review Comprehensive review of your current Estate Planning and Business Succession Planning status Outline and discussion of key risks and options This is usually a 2-3 hour process, resulting in written recommendations and options Half of this fee will be rebated against Estate Planning and Business Succession Planning implementation fees if you proceed further Basic Will This price assumes: Estate comprises only personally owned assets Simple direct gifting of assets to nominated beneficiaries No Testamentary Trusts This price includes witnessing of Will at our offices Complete Will - Intermediate This price assumes: Estate comprises personally owned assets Simple direct gifting of assets to nominated beneficiaries Self-Managed Super Fund (basic directions) Companies and trusts (basic directions) No Testamentary Trusts This price includes witnessing of Will at our offices $990 Single $770 Couple $990 Single $990 Couple $1,650

40 39 Legal Services Price Guide Complete Will - Advanced This price assumes: Estate comprises personally owned assets, and o o o Self-Managed Super Fund; and/or Family Trusts; and/or SME business and farming interests Simple direct gifting of assets to nominated beneficiaries 'Housing funds' and charitable trusts No Testamentary Trusts This price includes witnessing of Will at our offices Testamentary Trust Will Standard This price assumes: Estate comprises only personally owned assets Gifting of assets to beneficiaries through one or more Testamentary Trusts This price includes witnessing of Will at our offices Testamentary Trust Will Intermediate This price assumes: Estate comprises personally owned assets Self-Managed Super Fund (basic directions) Companies and trusts (basic directions) Gifting of assets to beneficiaries through one or more Testamentary Trusts This price includes witnessing of Will at our offices Testamentary Trust Will Advanced Please see our separate Flyer for a detailed summary of what this document incorporates This price assumes: Estate comprises personally owned assets; and o o o o Self-Managed Super Fund; and/or Family Trusts; and/or SME business interests Farming interests 'Housing funds' and charitable trusts Gifting of assets to beneficiaries through one or more Testamentary Trusts This price includes witnessing of Will at our offices Single $1,650 Couple $2,750 Single $990 Couple $1,320 Single $1,650 Couple $1,980 Single $2,200 Couple From $3,300 (Guide)

41 Estate Planning & Succession 40 Testamentary Trust Will Sophisticated We are happy to provide quotes for particularly large, complex or sophisticated Estates when we have a better understanding of the client's personal circumstances and objectives Complex Family Trust provisions Separate documentation dealing with the succession of control over family trusts (and their underlying assets) General & Enduring Power of Attorney Including "cascading" provisions Appointment of Enduring Guardian Including "cascading" provisions Power Pack General & Enduring Power of Attorney (x2) Appointment of Enduring Guardian (x2) Deed of Mutual Wills A document whereby family members agree on how family assets are to be preserved and shared among family members, including between generations. These are commonly used in blended families, or when significant assets are held outside the family members' personal Estates Estate & Succession Planning Other special super, trust and business succession provisions POA [~$4,400 - $11,000] In addition to Will charges: Standard: $1,650 Intermediate: $1,980 Advanced from: $2,750 $220 per document $220 per document +$660 (total) if prepared in conjunction with Wills Standard: $1,320 Intermediate: $1,650 Advanced from: $2,420 Hourly rate

42 41 Legal Services Price Guide PROBATE & ADMINISTRATION OF ESTATES Service Our charges for applying for Probate are based on the Supreme Court Scale fees. A summary of these Scale fees are set out below. A Supreme Court Application Fee is payable on lodgement, which is set with reference to the value of assets disclosed in the Inventory of Property. The maximum fee is $1,741 for Estate with over $1m in assets. Applying for Probate of Will This price does not include: Court filing fee Rectification of Will Management of any dispute or challenge Assisting with the administration of an Estate $30k: Base fee $626 $150k: Base fee $1,670 $1m: Base fee $5,470 $1.5m: Base fee $6,300 $5m: Base fee $11,000 $10m: Base fee $15,500 Normal hourly rate

43 Sale of Residential Property 42 SALE OF RESIDENTIAL PROPERTY Preparation of Contract for Sale of Residential Property This price excludes external property search costs, which can range up to around $750 Conveyance of residential property Acting for vendor on conveyance of Property, including: Contract negotiation Attending to exchange of Contracts Advising on legal issues Matters up to and including effecting settlement on your behalf This price does not include acting on the discharge of a mortgage, as set out separately below In-house conveyance of residential property Transfer between related parties This price does not include acting on the discharge of a mortgage, as set out separately below Discharge of bank mortgage Acting on discharge of vendor's bank mortgage, including: Liaising with Bank to obtain final payout figure Coordinating settlement Production of Title documents $575 $1,735 $1,210 $575 per mortgage [Note: Additional fees may apply for off-the-plan purchases and company title properties]