SCHEDULE 1
CONSIGLIERE GROUP’S TERMS OF ENGAGEMENT FOR PROFESSIONAL SERVICES
Thank you for selecting Consigliere Group (Middle East) FZ LLE, an entity within Consigliere Group (or "Consigliere" / "we" / "us") to provide professional services as described in our engagement letter ("Engagement Letter") to be acknowledged, accepted and signed by you ("you" or "Client").
These Terms of Engagement for Professional Services ("Terms"), together with our Engagement Letter, set forth the basis upon which we will provide professional services to you. These Terms apply to any type of services for which you engage or may engage us, e.g., legal, tax, etc.
Absent a contrary agreement between you and us, we will understand that our Engagement Letter and these Terms supersede any prior oral understandings between you and us and together form the contract ("Engagement Contract") for our initial engagement and any subsequent assignments upon which you and we may mutually agree.
We believe it is important to establish clearly the basic terms of our engagement at the outset. Accordingly, if you have any questions concerning these Terms, please contact the professional responsible for your engagement so that your questions or concerns may be addressed and resolved promptly.
These Terms of Engagement for Professional Services ("Terms"), together with our Engagement Letter, set forth the basis upon which we will provide professional services to you. These Terms apply to any type of services for which you engage or may engage us, e.g., legal, tax, etc.
Absent a contrary agreement between you and us, we will understand that our Engagement Letter and these Terms supersede any prior oral understandings between you and us and together form the contract ("Engagement Contract") for our initial engagement and any subsequent assignments upon which you and we may mutually agree.
We believe it is important to establish clearly the basic terms of our engagement at the outset. Accordingly, if you have any questions concerning these Terms, please contact the professional responsible for your engagement so that your questions or concerns may be addressed and resolved promptly.
I. INTRODUCTION
Consigliere Group is an international network comprising a number of firms in the most well-known jurisdictions which enables us to meet the needs of our clients around the world, working as an integrated team to provide our clients with an international service of the highest quality.
Consigliere Group was established in 2016 and is one of the leading advisory groups in MENA region, with more than 15 years of experience, providing a wide range of professional services. The leading place in the business of Consigliere Group is occupied by the professional services, namely issues of corporate and financial law, transactions related to mergers and acquisitions, investments, as well as issues of taxation and corporate structuring.
Our strength is in the experience and expertise of our team and our ability to work in partnership with you. We have a wealth of experience providing our clients with compliance advice and supporting them in various processes.
Consigliere Group was established in 2016 and is one of the leading advisory groups in MENA region, with more than 15 years of experience, providing a wide range of professional services. The leading place in the business of Consigliere Group is occupied by the professional services, namely issues of corporate and financial law, transactions related to mergers and acquisitions, investments, as well as issues of taxation and corporate structuring.
Our strength is in the experience and expertise of our team and our ability to work in partnership with you. We have a wealth of experience providing our clients with compliance advice and supporting them in various processes.
II. PARTNER ENTITIES
You agree that, as your agent, we may engage partner entities to assist us in carrying out our engagement, where appropriate and with your prior written consent.
You agree that you will not be a client of another Consigliere partner entity unless we have so engaged it on your behalf, as described above.
Numerous countries in which our partner offices are located have enacted Anti-Money Laundering ("AML") laws. If lawyers or other specialists in any of these offices are engaged to assist you in matters within the scope of our engagement, it will be necessary to comply with the applicable AML laws.
In connection therewith, we or lawyers from the appropriate office may be required to obtain additional, specific evidence of client identity from you and / or to report certain transactions to the authorities. If these AML requirements are applicable, you will be informed of the details needed for compliance.
You agree that you will not be a client of another Consigliere partner entity unless we have so engaged it on your behalf, as described above.
Numerous countries in which our partner offices are located have enacted Anti-Money Laundering ("AML") laws. If lawyers or other specialists in any of these offices are engaged to assist you in matters within the scope of our engagement, it will be necessary to comply with the applicable AML laws.
In connection therewith, we or lawyers from the appropriate office may be required to obtain additional, specific evidence of client identity from you and / or to report certain transactions to the authorities. If these AML requirements are applicable, you will be informed of the details needed for compliance.
III. OUR PROFESSIONALS-CLIENT RELATIONSHIP
Consigliere has been engaged to represent only the Client (s) named in the Engagement Letter, even if someone other than you, including an insurer, is responsible for paying, or has agreed to pay, our statements. Accordingly, absent a specific, separate engagement to represent such other persons or entities, (1) if our Client is an individual, the Consigliere has not agreed to represent, and is not representing, any other person or any affiliated entity; (2) if our Client is a corporation, partnership, joint venture or other entity, the Consigliere has not agreed to represent, and is not representing, any of your constituents, including directors, officers, employees, managing agents, partners, members, shareholders, affiliates (including parents and subsidiaries) or other persons associated with you; and, (3) if our Client is a trade association or other member organization, Consigliere has not agreed to represent, and is not representing, any director, officer, member of or other entity represented by you or any of your other constituents.
In addition, Consigliere’s engagement to represent you is limited to the matter (s) described in Consigliere’s Engagement Letter and to any additional matters for which Consigliere expressly agrees to provide representation.
You acknowledge that Consigliere has not provided you with advice concerning the terms and conditions of our Engagement Contract.
In addition, Consigliere’s engagement to represent you is limited to the matter (s) described in Consigliere’s Engagement Letter and to any additional matters for which Consigliere expressly agrees to provide representation.
You acknowledge that Consigliere has not provided you with advice concerning the terms and conditions of our Engagement Contract.
IV. CHARGES FOR PROFESSIONAL SERVICES
A. Professional Fees
Our statements for professional services will be substantially based upon the time spent by professionals, including associates, middle and senior consultants, Head of Legal and Financial Departments and other staff members operating under the supervision of professionals who perform services on your behalf. The hourly rates for those individuals are based upon their experience and vary by office across Consigliere. Time spent on your matters will include meetings with you and others; traveling; considering, preparing and working on documents, pleadings and other papers; written and electronic correspondence; and, making and receiving telephone calls. This time-based description applies only to the extent the Engagement Letter does not specify a fixed fee for the relevant Services; where the Engagement Letter specifies a fixed fee, that fixed fee governs notwithstanding these Terms, and hourly rates apply only to work falling outside the agreed fixed-fee scope. Whether or not a matter proceeds to completion, our statements will include all work done and all expenses incurred, unless otherwise agreed.
Our hourly rates are periodically reviewed and adjusted. In preparing our statements for professional services, we will use our hourly rates in effect when our services were rendered.
Information regarding standard hourly rates and other charges established by Consigliere is proprietary to Consigliere. You agree not to disclose such information to third parties without Consigliere’s prior written consent. In the event that you are served with a demand or financial process that you believe requires you to disclose such information, you agree to notify Consigliere immediately of such demand or process, and to reasonably cooperate with Consigliere in protecting Consigliere’s proprietary information from disclosure without Consigliere’s consent.
Where requested, we may provide you an estimate of the overall costs that may be incurred in connection with a particular engagement. Any such estimate is necessarily based on a number of uncertain factors and future developments and may be influenced by your decisions and by the actions of third parties.
Accordingly, any estimate we provide shall not constitute a promise or agreement that we will render the necessary services within a specific time or for a specific amount. Consigliere’s statements for professional services will be based on Consigliere’s billing policies, as set forth herein, and the charges reflected in such statements may vary from any estimates previously given.
Our statements for professional services will be substantially based upon the time spent by professionals, including associates, middle and senior consultants, Head of Legal and Financial Departments and other staff members operating under the supervision of professionals who perform services on your behalf. The hourly rates for those individuals are based upon their experience and vary by office across Consigliere. Time spent on your matters will include meetings with you and others; traveling; considering, preparing and working on documents, pleadings and other papers; written and electronic correspondence; and, making and receiving telephone calls. This time-based description applies only to the extent the Engagement Letter does not specify a fixed fee for the relevant Services; where the Engagement Letter specifies a fixed fee, that fixed fee governs notwithstanding these Terms, and hourly rates apply only to work falling outside the agreed fixed-fee scope. Whether or not a matter proceeds to completion, our statements will include all work done and all expenses incurred, unless otherwise agreed.
Our hourly rates are periodically reviewed and adjusted. In preparing our statements for professional services, we will use our hourly rates in effect when our services were rendered.
Information regarding standard hourly rates and other charges established by Consigliere is proprietary to Consigliere. You agree not to disclose such information to third parties without Consigliere’s prior written consent. In the event that you are served with a demand or financial process that you believe requires you to disclose such information, you agree to notify Consigliere immediately of such demand or process, and to reasonably cooperate with Consigliere in protecting Consigliere’s proprietary information from disclosure without Consigliere’s consent.
Where requested, we may provide you an estimate of the overall costs that may be incurred in connection with a particular engagement. Any such estimate is necessarily based on a number of uncertain factors and future developments and may be influenced by your decisions and by the actions of third parties.
Accordingly, any estimate we provide shall not constitute a promise or agreement that we will render the necessary services within a specific time or for a specific amount. Consigliere’s statements for professional services will be based on Consigliere’s billing policies, as set forth herein, and the charges reflected in such statements may vary from any estimates previously given.
B. Disbursements
You will be billed for disbursements and other charges relating to our professional services. With respect to disbursements incurred on your behalf to vendors and other third parties for incidental expenses (such as filing fees and travel expenses), you will be billed at our invoiced cost.
With respect to internally-generated and other charges (such as photocopying and facsimile transmissions), you will be billed in accordance with our Schedule of Standard Charges (attached hereto as Exhibit A) in effect when the charge is incurred.
Where the nature of our engagement requires the retention of third parties (e.g., expert witnesses, legal, tax and financial consultants, actuaries or other consultants, mediators or arbitrators), we will obtain your approval for such retention, and we will forward their statements for services and expenses directly to you for payment.
You will be billed for disbursements and other charges relating to our professional services. With respect to disbursements incurred on your behalf to vendors and other third parties for incidental expenses (such as filing fees and travel expenses), you will be billed at our invoiced cost.
With respect to internally-generated and other charges (such as photocopying and facsimile transmissions), you will be billed in accordance with our Schedule of Standard Charges (attached hereto as Exhibit A) in effect when the charge is incurred.
Where the nature of our engagement requires the retention of third parties (e.g., expert witnesses, legal, tax and financial consultants, actuaries or other consultants, mediators or arbitrators), we will obtain your approval for such retention, and we will forward their statements for services and expenses directly to you for payment.
C. Other Partner Entities Charges
Where we have engaged another partner entity to assist us in our representation of you, we will include their charges in our statement for professional services unless you ask us to arrange for the other partner entity to invoice you separately.
Where we have engaged another partner entity to assist us in our representation of you, we will include their charges in our statement for professional services unless you ask us to arrange for the other partner entity to invoice you separately.
V. BILLING AND PAYMENT ARRANGEMENTS
A. Billing
It is our general practice to render statements for professional services and related charges prior to rendering the services. We will send a final statement after completion of our work.
It is our general practice to render statements for professional services and related charges prior to rendering the services. We will send a final statement after completion of our work.
B. Payment
An advance payment of 75% of the cost of the Services is payable within 3 (three) business days from the date of signing the Engagement Letter. The remaining 25% of the cost of the Services is payable within 3 (three) business days from the date of Consigliere Group’s invoice following actual completion of the Services. Payment should be made by you in the full amount of our statement, and you will also be responsible for any withholding tax or other deduction that may be chargeable to you by the relevant taxing authorities or by a governmental entity.
In the event our statements are not paid in a timely manner, we reserve the right to defer further work on your enquiry and, where such arrearage is not resolved after notice of delinquency is given to you, to terminate our representation of you.
Under such circumstances, you agree to consent to, and not oppose, such termination and to sign a substitution of consultant and / or such other document as may be reasonably necessary to effect Consigliere’s termination of our professional-client relationship, including Consigliere’s withdrawal from representation in the matter. The termination of our professional-client relationship shall not affect your ongoing responsibility for any fees or other charges incurred as of the date of our notice of termination.
An advance payment of 75% of the cost of the Services is payable within 3 (three) business days from the date of signing the Engagement Letter. The remaining 25% of the cost of the Services is payable within 3 (three) business days from the date of Consigliere Group’s invoice following actual completion of the Services. Payment should be made by you in the full amount of our statement, and you will also be responsible for any withholding tax or other deduction that may be chargeable to you by the relevant taxing authorities or by a governmental entity.
In the event our statements are not paid in a timely manner, we reserve the right to defer further work on your enquiry and, where such arrearage is not resolved after notice of delinquency is given to you, to terminate our representation of you.
Under such circumstances, you agree to consent to, and not oppose, such termination and to sign a substitution of consultant and / or such other document as may be reasonably necessary to effect Consigliere’s termination of our professional-client relationship, including Consigliere’s withdrawal from representation in the matter. The termination of our professional-client relationship shall not affect your ongoing responsibility for any fees or other charges incurred as of the date of our notice of termination.
C. Third Party Payment Responsibility
If a third party (including an insurer) undertakes to pay any portion of Consigliere’s bills, 1) you will remain responsible for payment of any amounts billed by Consigliere and not paid by that third party, 2) you hereby consent to the application of those funds to the outstanding balance of your account with Consigliere and waive any right you might otherwise have to direct us to pay or apply those funds in any other fashion, and 3) to the extent any such third party makes payment to us on your behalf accompanied by directions as to what portion of outstanding fees and expenses are to be covered by such payment, you hereby consent to us adhering to those directions and waive any right you might otherwise have to direct us to pay or apply those funds in any other fashion.
If you are awarded professional team fees or costs by a court or other party, you will remain responsible for payment of Consigliere’s billed fees and other charges, even if the award to you is less than the amounts we have billed you. Where we have agreed to represent multiple clients in a matter, each client will be jointly and severally responsible for payment of Consigliere’s statements.
If a third party (including an insurer) undertakes to pay any portion of Consigliere’s bills, 1) you will remain responsible for payment of any amounts billed by Consigliere and not paid by that third party, 2) you hereby consent to the application of those funds to the outstanding balance of your account with Consigliere and waive any right you might otherwise have to direct us to pay or apply those funds in any other fashion, and 3) to the extent any such third party makes payment to us on your behalf accompanied by directions as to what portion of outstanding fees and expenses are to be covered by such payment, you hereby consent to us adhering to those directions and waive any right you might otherwise have to direct us to pay or apply those funds in any other fashion.
If you are awarded professional team fees or costs by a court or other party, you will remain responsible for payment of Consigliere’s billed fees and other charges, even if the award to you is less than the amounts we have billed you. Where we have agreed to represent multiple clients in a matter, each client will be jointly and severally responsible for payment of Consigliere’s statements.
D. Questions
If you have any questions about any statement that we submit to you, you should contact the professional responsible for your engagement as soon as you receive it so that we may understand and address your concerns promptly.
If you have any questions about any statement that we submit to you, you should contact the professional responsible for your engagement as soon as you receive it so that we may understand and address your concerns promptly.
VI. TERMINATION
A. Your Right to Terminate
You may terminate our engagement on any or all matters at any time, with or without cause. Your termination of our services will not affect your responsibility to pay for billed and unbilled professional services rendered or other charges incurred as of the date of termination and, where appropriate, for such expenses as we may incur in effecting an orderly transition to successor professionals of your choice.
You may terminate our engagement on any or all matters at any time, with or without cause. Your termination of our services will not affect your responsibility to pay for billed and unbilled professional services rendered or other charges incurred as of the date of termination and, where appropriate, for such expenses as we may incur in effecting an orderly transition to successor professionals of your choice.
B. Our Right to Terminate
Subject to any applicable ethical rule or legal requirement, Consigliere reserves the right to terminate its representation of you, subject to such permission from any court or tribunal as may be required under the circumstances. In such event, we will provide you with reasonable notice of our decision to terminate and afford you a reasonable opportunity to arrange for successor professionals, and we will assist you and your successor professionals in effecting a transition of the engagement.
Reasons for Consigliere’s termination may include your breach of our Engagement Contract including, without limitation, failure to pay outstanding statements in a timely manner as set forth above, the risk that continued representation may result in our violation of applicable rules of professional conduct or legal standards or of our obligations to any tribunal or third parties, your failure to give us clear or proper direction as to how we are to proceed or to cooperate in our representation of your interests, or other good cause.
Subject to any applicable ethical rule or legal requirement, Consigliere reserves the right to terminate its representation of you, subject to such permission from any court or tribunal as may be required under the circumstances. In such event, we will provide you with reasonable notice of our decision to terminate and afford you a reasonable opportunity to arrange for successor professionals, and we will assist you and your successor professionals in effecting a transition of the engagement.
Reasons for Consigliere’s termination may include your breach of our Engagement Contract including, without limitation, failure to pay outstanding statements in a timely manner as set forth above, the risk that continued representation may result in our violation of applicable rules of professional conduct or legal standards or of our obligations to any tribunal or third parties, your failure to give us clear or proper direction as to how we are to proceed or to cooperate in our representation of your interests, or other good cause.
C. Termination Upon Conclusion
Unless it is previously terminated, our representation of you, and our professional-client relationship with you, will be deemed to have been terminated upon the conclusion of our services and our delivery of our final statement for the services described in our Engagement Letter and any additional matters for which Consigliere has expressly agreed to provide representation.
Unless it is previously terminated, our representation of you, and our professional-client relationship with you, will be deemed to have been terminated upon the conclusion of our services and our delivery of our final statement for the services described in our Engagement Letter and any additional matters for which Consigliere has expressly agreed to provide representation.
D. Post-Engagement Matters
After the conclusion or termination of our representation of you as described in our Engagement Letter and these Terms, changes in relevant laws, regulations or decisional authorities may affect your rights and obligations.
Unless you engage Consigliere to provide future services and to advise you with respect to any issues that may arise in the future as a result of such changes, we will have no continuing obligation to advise you with respect to future legal, tax and financial developments.
After the conclusion or termination of our representation of you as described in our Engagement Letter and these Terms, changes in relevant laws, regulations or decisional authorities may affect your rights and obligations.
Unless you engage Consigliere to provide future services and to advise you with respect to any issues that may arise in the future as a result of such changes, we will have no continuing obligation to advise you with respect to future legal, tax and financial developments.
E. Effect of Early Termination on Advance Payments
If our engagement is terminated before completion of the Services, whether by you or by us, any advance payment received from you will first be applied against fees for Services actually performed and expenses and disbursements actually incurred up to the date of termination. Any portion of the advance payment already earned in respect of Services performed is non-refundable. Any balance of the advance payment remaining after such application will be refunded to you within [TBC] business days of the effective date of termination, subject to delivery of our final statement of account.
If our engagement is terminated before completion of the Services, whether by you or by us, any advance payment received from you will first be applied against fees for Services actually performed and expenses and disbursements actually incurred up to the date of termination. Any portion of the advance payment already earned in respect of Services performed is non-refundable. Any balance of the advance payment remaining after such application will be refunded to you within [TBC] business days of the effective date of termination, subject to delivery of our final statement of account.
VII. LIMITATION OF LIABILITY
Except in respect of liability arising from our fraud, wilful misconduct, or gross negligence, or any other liability that cannot lawfully be excluded or limited, our aggregate liability to you arising out of or in connection with this Engagement Letter and the Services, whether in contract, tort (including negligence) or otherwise, shall not exceed the fixed amount of fees paid by you to us under this Engagement Letter. In no event shall we be liable for any indirect, incidental, special, consequential or punitive damages, or for any loss of profits, revenue, business opportunity or goodwill, even if we have been advised of the possibility of such damages. Nothing in this clause limits or excludes liability for death or personal injury caused by our negligence, to the extent such liability cannot be limited or excluded under applicable law.
VIII. OUR COMMUNICATIONS WITH CLIENTS
Consigliere’s professionals strive to keep our clients reasonably informed about the status of our engagements and promptly to comply with reasonable requests for information. To enable us to provide effective representation, you agree to be truthful and to cooperate with us in the course of the engagement and to keep us reasonably informed of material developments.
If there are particular limitations on how you would like us to communicate with you, please advise us in advance about your preferences. Unless you advise us to the contrary, however, we will assume that communication by e-mail and fax is acceptable to you. Absent special arrangements, we do not employ encryption technologies in our electronic communications.
We will correspond with you and other parties by post, fax, e-mail or instant messengers as appropriate — please let us know if you do not want us to use any one of these methods.
The nature of any advice or coordination support we give to you will necessarily depend both on the amount of detail provided to us and the timescale within which the advice is required. If general advice is provided, the applicability of this will necessarily depend on the particular circumstances in which it is implemented by you (of which we might not be aware) and should therefore be viewed accordingly. If advice is required in relation to a particular question, specific advice should always be sought, and all material information provided to us.
We will not normally seek to verify or check any information provided to us by you, or by others on your behalf, and you acknowledge that we should be entitled to rely on such information when performing our obligations under this Engagement Contract.
If there are particular limitations on how you would like us to communicate with you, please advise us in advance about your preferences. Unless you advise us to the contrary, however, we will assume that communication by e-mail and fax is acceptable to you. Absent special arrangements, we do not employ encryption technologies in our electronic communications.
We will correspond with you and other parties by post, fax, e-mail or instant messengers as appropriate — please let us know if you do not want us to use any one of these methods.
The nature of any advice or coordination support we give to you will necessarily depend both on the amount of detail provided to us and the timescale within which the advice is required. If general advice is provided, the applicability of this will necessarily depend on the particular circumstances in which it is implemented by you (of which we might not be aware) and should therefore be viewed accordingly. If advice is required in relation to a particular question, specific advice should always be sought, and all material information provided to us.
We will not normally seek to verify or check any information provided to us by you, or by others on your behalf, and you acknowledge that we should be entitled to rely on such information when performing our obligations under this Engagement Contract.
IX. CONFIDENTIALITY
A. Confidentiality and Disclosure
We owe a duty of confidentiality to all our clients. Accordingly, you acknowledge that we will not be required to disclose to you, or use on your behalf, any documents or information in our possession with respect to which we owe a duty of confidentiality to another client or former client.
We owe a duty of confidentiality to all our clients. Accordingly, you acknowledge that we will not be required to disclose to you, or use on your behalf, any documents or information in our possession with respect to which we owe a duty of confidentiality to another client or former client.
B. Disclosure to Certain Third Parties
You agree that we may, when required by our insurers, auditors or other advisers, provide details to them of any matter or matters on which we have represented you.
You agree that we may, when required by our insurers, auditors or other advisers, provide details to them of any matter or matters on which we have represented you.
C. Disclosure to partner entities
You agree that we may disclose confidential information relating to you, or any matters on which we are representing you, to partner entities.
You agree that we may disclose confidential information relating to you, or any matters on which we are representing you, to partner entities.
D. Data Protection
Any information, including personal data, that has been collected in our global legal and financial practice may be controlled, stored and processed in, and transferred among, any of our offices and with such contractors as we engage to assist us in our practice, and may be transferred to and through any country, including countries that may not have privacy (data protection) legislation and regulations comparable, for example, to countries in the European Economic Area.
The location of our partners and of such contractors may change from time to time, and we may acquire offices and engage contractors in other countries at any time. We understand that, in engaging Consigliere, you expressly consent to all such control, storage, processing and transfers.
Any information, including personal data, that has been collected in our global legal and financial practice may be controlled, stored and processed in, and transferred among, any of our offices and with such contractors as we engage to assist us in our practice, and may be transferred to and through any country, including countries that may not have privacy (data protection) legislation and regulations comparable, for example, to countries in the European Economic Area.
The location of our partners and of such contractors may change from time to time, and we may acquire offices and engage contractors in other countries at any time. We understand that, in engaging Consigliere, you expressly consent to all such control, storage, processing and transfers.
X. CONFLICTS OF INTEREST
Consigliere’s team, acting in a variety of practice areas and in multiple jurisdictions, provide and will provide professional services to many current and future clients. Those clients may be competitors, customers, suppliers or have other business dealings and relationships inter se. As a result, those clients may have matters in which their interests are actually or potentially adverse to one another.
In these circumstances, Consigliere’s ability 1) to represent you in any matter involving, directly or indirectly, another client, and 2) to represent as a client any individual or entity that is or has been adverse to you will be governed exclusively by applicable rules of professional conduct, unless otherwise agreed to by you and Consigliere and, as appropriate, any other Consigliere client. To allow Consigliere to represent both you and other current and future clients in pending or future matters to the fullest extent consistent with applicable ethical restrictions, we request our clients to agree to a limited waiver of certain actual or potential conflicts of interest.
Specifically, by this engagement, (1) you agree that Consigliere can represent other clients whose interests are actually or potentially adverse to you and can represent as a client any individual or entity that is or has been adverse to you, provided that: (a) the matter is not substantially related to any current or concluded matter in which Consigliere has represented you; (b) in carrying out any such other representation, Consigliere shall not violate the duty of confidentiality that we owe to you; and, © prior to undertaking the other representation, Consigliere has reasonably concluded, in the existing circumstances, including this consent, that Consigliere can provide competent and diligent representation to you and each other affected client and that the other representation complies with applicable ethical standards; and, (2) you agree that you will not seek to disqualify us from representing other clients with respect to any matters where such provisos are satisfied.
You further agree that, if you choose to withdraw your consent to Consigliere’s representation of another client in any such other representation, you will, at our request, engage other consultant, and, after any brief and reasonably necessary transition period (for which we will not bill you), you will permit us to terminate our representation of you unless any rule or statute or tribunal with jurisdiction precludes us from doing so.
Finally, you agree that, for the purposes of determining whether any conflict may exist, only the client (s) identified in our engagement letter, and not any affiliated entity or person, shall be considered our client.
In these circumstances, Consigliere’s ability 1) to represent you in any matter involving, directly or indirectly, another client, and 2) to represent as a client any individual or entity that is or has been adverse to you will be governed exclusively by applicable rules of professional conduct, unless otherwise agreed to by you and Consigliere and, as appropriate, any other Consigliere client. To allow Consigliere to represent both you and other current and future clients in pending or future matters to the fullest extent consistent with applicable ethical restrictions, we request our clients to agree to a limited waiver of certain actual or potential conflicts of interest.
Specifically, by this engagement, (1) you agree that Consigliere can represent other clients whose interests are actually or potentially adverse to you and can represent as a client any individual or entity that is or has been adverse to you, provided that: (a) the matter is not substantially related to any current or concluded matter in which Consigliere has represented you; (b) in carrying out any such other representation, Consigliere shall not violate the duty of confidentiality that we owe to you; and, © prior to undertaking the other representation, Consigliere has reasonably concluded, in the existing circumstances, including this consent, that Consigliere can provide competent and diligent representation to you and each other affected client and that the other representation complies with applicable ethical standards; and, (2) you agree that you will not seek to disqualify us from representing other clients with respect to any matters where such provisos are satisfied.
You further agree that, if you choose to withdraw your consent to Consigliere’s representation of another client in any such other representation, you will, at our request, engage other consultant, and, after any brief and reasonably necessary transition period (for which we will not bill you), you will permit us to terminate our representation of you unless any rule or statute or tribunal with jurisdiction precludes us from doing so.
Finally, you agree that, for the purposes of determining whether any conflict may exist, only the client (s) identified in our engagement letter, and not any affiliated entity or person, shall be considered our client.
XI. DOCUMENT RETENTION
Your original hard copy documents and property, described further below, will be returned to you upon conclusion of our representation of you on a particular matter (unless they are relevant to another matter on which we continue to represent you) and, upon our receipt of payment for outstanding fees and other charges, subject to applicable rules of professional conduct.
At that time, you will also have the opportunity to accept the remainder of your entire client file, including work product. Should you decide not to accept your remaining file at that time, you authorize us to destroy your files at our discretion. If you do not request the return of your file at the time your matter is concluded, we may retain or destroy the file without further notice to you.
Original documents and property, if not returned to you for any reason, will be designated for permanent retention and will not be destroyed without your prior approval. Such items include, but are not limited to, money orders, travelers checks, stocks and bonds, final executed releases, settlement agreements, contracts and sale or purchase agreements, judgments, deeds, titles, easements, wills and trusts, powers of attorney and all other dispositive estate planning documents.
You agree that our drafts of documents, notes, internal working papers, internal e-mail and electronic databases shall be and remain the property of Consigliere and shall not be considered part of your client file.
Consigliere retains the right to make copies of your file, at our expense, for our own information and retention purposes.
At that time, you will also have the opportunity to accept the remainder of your entire client file, including work product. Should you decide not to accept your remaining file at that time, you authorize us to destroy your files at our discretion. If you do not request the return of your file at the time your matter is concluded, we may retain or destroy the file without further notice to you.
Original documents and property, if not returned to you for any reason, will be designated for permanent retention and will not be destroyed without your prior approval. Such items include, but are not limited to, money orders, travelers checks, stocks and bonds, final executed releases, settlement agreements, contracts and sale or purchase agreements, judgments, deeds, titles, easements, wills and trusts, powers of attorney and all other dispositive estate planning documents.
You agree that our drafts of documents, notes, internal working papers, internal e-mail and electronic databases shall be and remain the property of Consigliere and shall not be considered part of your client file.
Consigliere retains the right to make copies of your file, at our expense, for our own information and retention purposes.
XII. CONSIGLIERE PROFESSIONALS' PRIVILEGE
We believe it is in your interest as well as Consigliere’s interest that, in the event ethical or other professional issues arise during our representation of you, including conflict of interest issues or potential disputes between us, Consigliere professionals working on your behalf are able to receive informed, confidential advice regarding their obligations.
Accordingly, if we determine in our discretion that it is necessary or advisable for Consigliere professionals to consult with our internal or outside consultant, you agree that they may do so and that you recognize Consigliere has a professional-client privilege protecting the communications between Consigliere professionals working on your behalf and Consigliere’s internal or outside consultant.
Accordingly, if we determine in our discretion that it is necessary or advisable for Consigliere professionals to consult with our internal or outside consultant, you agree that they may do so and that you recognize Consigliere has a professional-client privilege protecting the communications between Consigliere professionals working on your behalf and Consigliere’s internal or outside consultant.
XIII. CLIENT RESPONSIBILITIES
It is possible that you may have insurance policies relating to the matter that is the subject of our engagement. You should carefully check the insurance policies you have purchased and, if coverage may be available, you should provide notice to all insurers that may provide such coverage as soon as possible.
Although we will be pleased to assist you in assessing the potential for coverage under any policies you may have, our engagement will not include advising you with respect to the existence or availability of insurance coverage for matters within the scope of our engagement unless you supply us with copies of your insurance policies and expressly request our advice on the potential coverage available under such policies.
Although we will be pleased to assist you in assessing the potential for coverage under any policies you may have, our engagement will not include advising you with respect to the existence or availability of insurance coverage for matters within the scope of our engagement unless you supply us with copies of your insurance policies and expressly request our advice on the potential coverage available under such policies.
XIV. SEVERANCE OF TERMS
If all or any part of our Engagement Contract is or becomes illegal, invalid or unenforceable in any respect, then the remainder will remain valid and enforceable.
XV. THIRD PARTY RIGHTS
No provision of our Engagement Contract is intended to be enforceable by any third party. Accordingly, no third party shall have any right to enforce or rely on any provision of our Engagement Contract.
XVI. ASSIGNMENT
A. Permitted Assignment
We may assign the benefit of our Engagement Contract to any partnership or corporate entity that carries on the business of Consigliere in succession to us and you will accept the performance by such assignee of the Engagement Contract in substitution for our performance.
References in these Terms (other than in this paragraph) and in any relevant engagement letter (or agreement) to Consigliere shall include any such assignee.
We may assign the benefit of our Engagement Contract to any partnership or corporate entity that carries on the business of Consigliere in succession to us and you will accept the performance by such assignee of the Engagement Contract in substitution for our performance.
References in these Terms (other than in this paragraph) and in any relevant engagement letter (or agreement) to Consigliere shall include any such assignee.
B. Other Assignment
Subject to the foregoing paragraph, neither you nor we shall have the right to assign or transfer the benefit or burden of our Engagement Contract without the written consent of the other party.
Subject to the foregoing paragraph, neither you nor we shall have the right to assign or transfer the benefit or burden of our Engagement Contract without the written consent of the other party.
XVII. DEFINITIONS
In these Terms a reference to a "matter" is to a transaction, case or other matter as to which at any time you have engaged us to represent you; and, any reference to "our services" is to the professional services to be provided by us to you as described in our Engagement Letter and any other professional services provided by us to you at any time in relation to a matter.
XVIII. INCONSISTENCIES
In the event of any inconsistency between our Engagement Letter and these Terms, the Engagement Letter shall prevail.
XIX. DISPUTE RESOLUTION
Any dispute, controversy or claim arising out of or in connection with the Engagement Letter, including its existence, validity, interpretation, performance, breach or termination, shall be referred to and finally resolved by arbitration administered by DIAC (the Dubai International Arbitration Centre) in accordance with the DIAC Arbitration Rules, seated in Dubai, United Arab Emirates. The language of the arbitration proceedings shall be English. This dispute resolution clause governs disputes arising under the Engagement Letter and these Terms, notwithstanding any separate governing law or forum provisions that may apply to the underlying transaction documents. For the avoidance of doubt, the section below titled "Resolving Problems and Disputes" addresses internal complaint handling only and does not constitute, and shall not be construed as, a dispute resolution, forum-selection or arbitration clause.
XX. RESOLVING PROBLEMS AND DISPUTES
If you have any complaints or concerns about our work for you, please raise these in the first instance with the professional responsible for your engagement.
We will investigate your complaint promptly and carefully and do what we reasonably can to resolve the difficulties to your satisfaction.
We will investigate your complaint promptly and carefully and do what we reasonably can to resolve the difficulties to your satisfaction.
XXI. APPLICATION OF TERMS
These Terms supersede any earlier terms of business we may have agreed with you and, in the absence of express agreement to the contrary, will apply to the services referred to in any agreement or engagement letter accompanying these Terms and all subsequent professional services we provide to you.