Legal Call Off Agreement

LEGAL CALL OFF AGREEMENT

This Legal Call Off Agreement (the Agreement) is made as of Effective Date: between Party A Name: , Entity Type: , Registered Address: (Supplier), and Party B Name: , Entity Type: , Registered Address: (Client).

RECITALS

WHEREAS, Supplier has expertise and capacity to provide legal services and related deliverables as set out in individual call off notices issued under this Agreement;

WHEREAS, Client requires the ability to procure specific legal services from Supplier from time to time by issuing Call Off Notices setting out the scope, price and delivery requirements for each call off; and

WHEREAS, the parties wish to record the terms that will govern each Call Off and the relationship between them during the term of this Agreement.

NOW THEREFORE, in consideration of the mutual covenants set forth below, the parties agree as follows:

1. DEFINITIONS

1.1 Definitions. In this Agreement, unless the context otherwise requires: "Call Off" means an order issued by Client in accordance with clause 2 specifying Services, Price and Delivery; "Call Off Notice" means the form and content of a Call Off as required by this Agreement; "Services" means the legal advice, representation, documentation and related tasks to be provided by Supplier pursuant to a Call Off. Capitalised terms used in this Agreement shall have the meanings set out in this clause 1.

2. CALL OFF PROCEDURE

2.1 Issuance. Client shall issue a Call Off Notice in writing to Supplier by email or physical delivery specifying: (a) the nature and scope of the Services; (b) the proposed Start Date and any milestones; (c) Price or pricing method; and (d) any additional acceptance criteria.

2.2 Acceptance. Supplier shall accept or reject a Call Off Notice within business days of receipt. Acceptance may be conditional only with prior written agreement of Client. A Call Off accepted by Supplier becomes a binding Firm Commitment between the parties.

2.3 Minimums and Aggregation. Any minimum volumes, aggregated commitments or survival of obligations for each Call Off shall be set out expressly in the applicable Call Off Notice.

3. PRICE AND PAYMENT

3.1 Price. The Price for Services under each Call Off shall be as specified in the accepted Call Off Notice (inclusive or exclusive of taxes as stated in the Call Off). Currency:

3.2 Payment Terms. Client shall pay valid and undisputed invoices within days of receipt. Supplier shall submit invoices referencing the Call Off number and any agreed milestones.

3.3 Disputed Invoices. If Client disputes an invoice in good faith it shall notify Supplier promptly and pay any undisputed portion in accordance with clause 3.2.

4. PERFORMANCE AND DELIVERY

4.1 Performance Standard. Supplier shall perform the Services with reasonable skill, care and in accordance with good industry practice and all applicable laws and professional rules.

4.2 Delivery Dates. Time is of the essence for any dates expressly stated as such in a Call Off. Where any milestone date is missed, Supplier shall promptly notify Client and propose remedial action.

5. TERM AND TERMINATION

5.1 Term. This Agreement commences on the Effective Date and continues until terminated in accordance with this clause. End Date (optional):

5.2 Termination for Convenience. Either party may terminate this Agreement for convenience on not less than days' prior written notice to the other party; provided that termination shall not affect Firm Commitments already accepted under Call Offs unless otherwise agreed.

5.3 Termination for Cause. Either party may terminate for material breach if the other party fails to cure such breach within 30 days after receipt of written notice specifying the breach.

6. CONFIDENTIALITY

6.1 Definition. "Confidential Information" means all information marked or reasonably understood to be confidential disclosed by one party to the other in connection with this Agreement, excluding information in the public domain or rightfully received from a third party without restriction.

6.2 Obligations. Each party shall keep Confidential Information confidential, shall not use it other than to perform its obligations under this Agreement, and shall disclose it only to those employees, agents or subcontractors having a strict need to know and subject to written confidentiality obligations no less protective than those in this clause.

7. LIABILITY AND INDEMNITY

7.1 Liability. Each party's liability to the other for direct loss arising from breach of this Agreement shall be limited to the total Fees paid or payable in respect of the relevant Call Off in the 12 months preceding the event giving rise to the claim. Neither party shall be liable for indirect, special or consequential loss except for liability arising from gross negligence, willful misconduct, or a breach of clause 6 (Confidentiality).

7.2 Indemnity. Supplier shall indemnify and hold harmless Client against any third-party claims arising from Supplier's negligent performance of Services, provided that Client promptly notifies Supplier and allows Supplier to control the defence and settlement of such claim.

8. INSURANCE

8.1 Insurance Requirements. Supplier shall maintain professional liability (errors & omissions) insurance and employer's liability insurance with minimum limits of in applicable currency and shall provide evidence of such insurance upon reasonable request.

9. NOTICES

9.1 Method. Notices shall be in writing and delivered by hand, certified mail, courier or email to the addresses set out above. Notice is effective on receipt, or if by email, upon confirmation of delivery by the recipient's systems.

10. AMENDMENT AND WAIVER

10.1 Amendment. No amendment to this Agreement shall be effective unless made in writing and signed by duly authorised representatives of both parties.

10.2 Waiver. A failure or delay by either party to exercise any right under this Agreement shall not constitute a waiver of that right unless the waiver is given in writing and signed by the waiving party.

11. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY; COUNTERPARTS

11.1 Governing Law. This Agreement and any dispute arising out of or in connection with it shall be governed by and construed in accordance with the laws of and the parties submit to the exclusive jurisdiction of its courts except where emergency injunctive relief is sought.

11.2 Entire Agreement. This Agreement, together with any accepted Call Offs, constitutes the entire agreement between the parties in relation to its subject matter and supersedes all prior agreements and understandings.

11.3 Severability. If any provision of this Agreement is held to be illegal, invalid or unenforceable, that provision shall be severed and the remainder shall continue in full force and effect.

11.4 Counterparts. This Agreement may be executed in counterparts, each of which is an original but all of which together constitute one agreement.

SCHEDULE — SAMPLE CALL OFF SUMMARY

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