Legal Terms of Reference

LEGAL TERMS OF REFERENCE

This Terms of Reference is made on by and between Client Name: of Client Address: (hereinafter "Client") and Service Provider Name: of Service Provider Address: (hereinafter "Provider"). The Client and the Provider are each a Party and collectively the Parties.

RECITALS

WHEREAS, the Client requires professional services described herein for Project Title: to achieve the objectives set out in this Terms of Reference; and

WHEREAS, the Provider possesses the experience, personnel and resources to perform the required services and has submitted a proposal and methodology to the Client which the Parties intend to form part of the contractual relationship; and

WHEREAS, the Parties wish to define the scope, deliverables, timetable, payment and governance for the services to be provided under this Terms of Reference.

NOW THEREFORE, in consideration of the mutual covenants contained herein, the Parties agree as follows:

1. DEFINITIONS

In this Terms of Reference, unless the context otherwise requires:

"Acceptance" means the Client's written confirmation that a Deliverable meets the Acceptance Criteria set out in Section 3. "Deliverable" means any tangible or intangible output described in Section 3 delivered by the Provider. "Confidential Information" means information designated as confidential by either Party or that by its nature a reasonable person would consider confidential.

2. SCOPE OF SERVICES

The Provider shall perform the services described in the following scope. The services shall be provided in a professional and workmanlike manner consistent with industry standards.

3. DELIVERABLES, ACCEPTANCE AND TIMETABLE

The Provider shall deliver the Deliverables and adhere to the timetable set out below. Each Deliverable shall be subject to the Acceptance Criteria specified and shall be delivered for review to the Client contact identified in Section 6.

Commencement Date: Estimated Completion Date:

4. PROJECT MANAGEMENT AND REPORTING

The Parties shall each appoint a Project Manager responsible for coordination. The Provider shall submit progress reports and attend scheduled status meetings as specified below. Reports shall be delivered in the format and frequency identified in the Reporting Requirements field.

5. FEES, INVOICING AND PAYMENT

In consideration for the performance of the Services, the Client shall pay the Provider the fees set out below and in accordance with the payment schedule. All fees are payable in the currency specified unless otherwise agreed in writing.

Invoices shall be submitted to the Client contact and are payable within days of receipt, subject to Acceptance of the relevant Deliverable.

6. CONFIDENTIALITY

Each Party shall keep confidential and shall not disclose Confidential Information except to those employees, agents or advisers who need to know for the performance of their obligations and who are bound by confidentiality obligations no less protective than those contained in this clause. Confidential Information shall not include information which is or becomes public other than through breach of this Terms of Reference or which is required to be disclosed by law or court order, provided that the disclosing Party gives prompt written notice to the other Party where legally permitted.

7. INTELLECTUAL PROPERTY

Except as otherwise agreed in writing, all Intellectual Property Rights in materials developed specifically for the Client under this Terms of Reference shall vest in the Client upon full payment of fees. The Provider hereby assigns to the Client all rights, title and interest in such materials. The Provider warrants that the Deliverables will not infringe third party rights and shall, at its expense, defend and indemnify the Client against any claim arising from infringement.

If the Parties agree that certain pre-existing Provider materials are to remain the Provider's property, such materials shall be licensed to the Client on a non-exclusive, royalty-free, transferable license sufficient for the Client to use the Deliverables for their intended purpose.

8. LIABILITY AND INDEMNITY

The Provider shall indemnify and hold harmless the Client from and against any losses, liabilities, costs and expenses arising out of the Provider's negligent acts, omissions or willful misconduct in the performance of the Services. Except for liability arising from gross negligence, willful misconduct or indemnities provided in this Terms of Reference, each Party's aggregate liability to the other for any claim arising under or in connection with this Terms of Reference shall be limited to the greater of the total fees paid under this Terms of Reference and .

9. TERMINATION

Either Party may terminate this Terms of Reference for convenience by giving the other Party no less than days' prior written notice. Either Party may terminate immediately by written notice if the other Party commits a material breach that is not remedied within 15 days after receipt of written notice requiring remedy or if the other Party becomes insolvent or enters bankruptcy proceedings.

On termination, the Provider shall deliver to the Client all completed and partially completed Deliverables and shall be entitled to payment for Services performed to the date of termination in accordance with the payment provisions, less any amounts reasonably attributable to defects or non-performance.

10. CHANGES AND AMENDMENTS

Any change to the scope, timetable or fees shall be documented in a written amendment signed by authorized representatives of both Parties. The Provider shall notify the Client promptly of any circumstance that may result in a change and shall not proceed with work that would materially alter the scope until the Parties have agreed in writing.

11. NOTICES

Notices under this Terms of Reference shall be in writing and delivered by hand, registered mail, or certified delivery to the addresses set out in the opening paragraph or to such other address as a Party may designate by notice. Notices are effective upon receipt.

12. FORCE MAJEURE

Neither Party shall be liable for delay or failure to perform to the extent that performance is prevented by circumstances beyond its reasonable control, including acts of God, natural disasters, strikes, governmental actions, epidemics or pandemics. The affected Party shall notify the other promptly and take reasonable steps to mitigate the effect.

13. GOVERNING LAW; DISPUTE RESOLUTION

This Terms of Reference shall be governed by and construed in accordance with the laws of the jurisdiction selected by the Parties: . The Parties shall attempt in good faith to resolve any dispute promptly through negotiation between senior representatives. If unresolved within 30 days, disputes shall be referred to mediation and, if necessary, submitted to the competent courts of the governing jurisdiction.

14. ENTIRE AGREEMENT; SEVERABILITY

This Terms of Reference, together with any documents expressly incorporated herein by reference, constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior agreements, understandings and communications. If any provision of this Terms of Reference is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

15. WAIVER; COUNTERPARTS

No failure or delay by a Party to exercise any right shall operate as a waiver. Any waiver must be in writing and signed by the waiving Party. This Terms of Reference may be executed in counterparts, each of which is an original and all of which constitute one instrument. Signatures transmitted by electronic means shall be valid and binding.

16. INSURANCE

The Provider shall maintain, at its expense, insurance coverage appropriate to the services performed including professional liability and general commercial liability insurance in amounts customary for the industry. Upon request, the Provider shall provide certificates of insurance to the Client.

NOTICES FOR CONTACT

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