Client-Friendly Engagement Letter Template

In this Letter, the following capitalized terms shall have the meanings set out below, unless the context otherwise requires.

"Affiliate" means, in relation to a Party, any entity that directly or indirectly controls, is controlled by, or is under common control with that Party, where "control" means the power to direct the management and policies of an entity, whether through ownership of voting securities, by contract or otherwise.

"Applicable Law" means all laws, regulations, rules, codes, orders and binding requirements of any competent authority applicable to a Party or to the Services from time to time, including mandatory rules of professional conduct.

"Business Day" means any day other than a Saturday, a Sunday or a public holiday in [jurisdiction] on which commercial banks are generally open for business.

"Client Materials" means all documents, data, records, information, instructions and other materials, in any form or medium, that are provided or made available to the Adviser by or on behalf of the Client in connection with the Services.

"Confidential Information" means all non-public information, in any form, disclosed by or on behalf of a Party to the other Party in connection with this Letter, including Client Materials, business plans, financial information, personal data, and the terms of this Letter, together with all notes, analyses and other materials derived from such information.

"Deliverables" means all reports, analyses, opinions, advice, documents, models and other materials that the Adviser is required to produce and deliver to the Client as part of the Services, as described in this Letter.

"Engagement" means the engagement of the Adviser by the Client to provide the Services on the terms of this Letter.

"Fixed Fee" means the total fixed fee payable by the Client to the Adviser for the Services, as specified in this Letter.

"Key Personnel" means the individuals identified as such in this Letter, and any replacement approved in accordance with this Letter.

"Services" means the professional services described in this Letter, together with any additional services agreed in accordance with this Letter, and all services reasonably incidental to or necessary for the proper performance of them.

"Work Product" means all Deliverables and all other materials, works, inventions, data and results, in any form, created by or on behalf of the Adviser in the course of performing the Services, excluding Adviser Pre-Existing Materials.

"Adviser Pre-Existing Materials" means all tools, methodologies, templates, software and know-how owned by or licensed to the Adviser that were developed independently of this Engagement and before or outside of it.

Headings are for convenience only and do not affect interpretation. References to the singular include the plural and vice versa, and the words "including" and "includes" shall be construed without limitation. References to a "Section" are to a section of this Letter, and references to "written" or "in writing" include email unless this Letter states otherwise. No rule of construction shall operate to the disadvantage of a Party by reason of that Party having drafted any provision.

The Client hereby appoints the Adviser, and the Adviser hereby accepts appointment, to provide the Services to the Client on the terms of this Letter.

The Services consist of the following: [detailed description of the Services, including objectives, activities and tasks].

The Adviser shall deliver the following Deliverables to the Client in the form and by the dates indicated: [list of Deliverables, format and delivery dates or milestones].

The Services are provided for the benefit of the Client [and the following Affiliates: [names]]. The Adviser shall perform the Services solely on the basis of this Letter and shall not be entitled to extend, reduce or vary the scope of the Services except as provided in this Section.

Any change to the scope of the Services shall be effective only if set out in a written amendment signed by authorized representatives of both Parties, which shall state the revised Services, Deliverables, timetable and any adjustment to the Fixed Fee. The Adviser shall not be entitled to any additional remuneration for work performed outside the agreed scope unless such work was requested in advance and in writing by the Client in accordance with this Section.

The Adviser shall promptly notify the Client in writing if it considers that any instruction, request or circumstance would require a change to the scope of the Services, and shall not proceed with any work that would result in additional charges without the Client's prior written approval.

The Adviser acts as an independent contractor. Nothing in this Letter creates a partnership, joint venture, agency or employment relationship between the Parties, and the Adviser has no authority to bind the Client or to make representations on its behalf except as expressly authorized in writing.

The Services shall not include any service not expressly described in this Letter, including [excluded services, if any]. The Adviser shall not rely on any other arrangement, course of dealing or oral understanding as expanding the scope of the Services.

This Letter shall take effect on the Effective Date and, unless terminated earlier in accordance with its terms, shall continue until the Services have been completed and all Deliverables have been delivered to and accepted by the Client (the "Term").

The Adviser shall commence performance of the Services on [start date] and shall complete the Services on or before [completion date], subject to any extension agreed in writing by the Client.

The Adviser shall perform the Services in accordance with the timetable and milestones set out in this Letter. Time is of the essence with respect to the delivery dates for the Deliverables.

The Adviser shall promptly notify the Client in writing upon becoming aware of any actual or anticipated delay, stating the cause, the expected duration and the steps being taken to mitigate it. Such notice shall not relieve the Adviser of its obligations or constitute a waiver of any right of the Client.

Where a delay is caused solely by the Client's failure to perform its obligations under this Letter, and the Adviser has notified the Client in writing within [number] Business Days of becoming aware of the cause, the affected delivery date shall be extended by a period reasonably corresponding to the delay actually caused.

The Term may be extended only by written agreement signed by both Parties, which shall specify the duration of the extension and any applicable terms. Neither Party is obliged to agree to any extension or renewal, and no continued performance after expiry shall be construed as an extension.

The Adviser shall perform the Services with the degree of skill, care, diligence and professionalism that would reasonably be expected of a leading professional firm experienced in providing services of a similar nature, scope and complexity in the [industry] sector.

The Adviser shall comply with Applicable Law and with all professional, ethical and regulatory standards binding on it or its personnel, and shall maintain throughout the Term all licenses, registrations, memberships and qualifications necessary to provide the Services.

The Adviser represents, warrants and undertakes that: it has full power and authority to enter into and perform this Letter; the Services and Deliverables shall conform to this Letter and be fit for the purposes communicated to the Adviser; and the Work Product shall not infringe the rights of any third party.

The Adviser shall exercise independent professional judgment, shall act in the best interests of the Client in relation to the Services, and shall promptly inform the Client of any matter that comes to its attention that may materially affect the Client's interests or the Adviser's ability to perform.

The Adviser shall maintain complete and accurate records of the work performed and shall, upon reasonable request, make them available to the Client for inspection and copying during the Term and for a period of [number] years thereafter.

The Adviser shall, at its own expense, maintain throughout the Term and for [number] years thereafter professional indemnity insurance and such other insurance as is customary for a firm of its type, with a reputable insurer and in an amount not less than [amount], and shall provide evidence of such cover upon request.

If any Deliverable does not conform to this Letter, the Adviser shall, at its own cost and within [number] Business Days of the Client's written notice, correct or re-perform the non-conforming Deliverable, without prejudice to any other right or remedy of the Client.

The Client's review, comment on, approval or acceptance of any Deliverable shall not relieve the Adviser of its responsibility for the quality and accuracy of the Services.

The Adviser shall assign to the Engagement the following individuals as Key Personnel: [name, title and role of each Key Personnel], and the lead engagement partner or manager responsible for the Services shall be [name].

The Adviser shall ensure that the Key Personnel devote such time and attention to the Services as is necessary for their proper and timely performance, and shall not remove, reassign or replace any Key Personnel without the prior written consent of the Client, except in the case of death, illness, resignation, or termination of employment.

If any Key Personnel become unavailable, the Adviser shall promptly notify the Client and propose a replacement of at least equivalent qualifications and experience. The Client may approve or reasonably reject any proposed replacement, and the Adviser shall bear all costs of the handover and training of any replacement, without any increase in the Fixed Fee.

The Adviser shall ensure that all personnel assigned to the Services, whether Key Personnel or otherwise, are suitably qualified, experienced and supervised, and are bound by written obligations of confidentiality no less protective than those in this Letter.

The Client may, acting reasonably, require the Adviser to remove from the Engagement any person whose conduct or performance is unsatisfactory, and the Adviser shall promptly replace that person in accordance with this Section.

The Adviser may engage subcontractors or third-party service providers to perform any part of the Services only with the Client's prior written consent. The Adviser shall remain fully liable for the acts and omissions of its subcontractors and personnel as if they were its own.

The Adviser shall be solely responsible for the remuneration, benefits, taxes, insurance and all other obligations relating to its personnel and subcontractors, and the Client shall have no liability in respect of them.

The Client shall designate [name and title] as its representative (the "Client Representative") with authority to give instructions, approvals and decisions on behalf of the Client in connection with the Services.

The Client shall provide the Adviser, within a reasonable time after written request, with access to the Client Materials and to the Client's personnel and premises as is reasonably necessary for the performance of the Services.

The Client shall use reasonable efforts to ensure that the Client Materials provided by it are accurate and complete in all material respects, and the Adviser may rely on the Client Materials without independent verification unless the Adviser knows, or ought reasonably to know, that they are inaccurate or incomplete, in which case it shall promptly notify the Client.

The Client shall make decisions and provide approvals reasonably required for the Services within [number] Business Days of a written request containing sufficient information to enable the Client to do so.

The Adviser shall promptly notify the Client in writing of any failure or anticipated failure by the Client to comply with this Section, specifying the effect on the Services. The Adviser shall not be entitled to claim relief from any obligation, or any additional fee, by reason of any such failure where it has not given such notice.

The Client's responsibilities under this Section are limited to those expressly stated, and the Client shall not be responsible for the Adviser's choice of methodology, for the performance of the Services, or for the results of the Adviser's work. The Client retains responsibility for its own business decisions, including any decision whether to act upon the Deliverables.

In consideration of the proper performance of the Services, the Client shall pay to the Adviser a fixed fee of [amount and currency] (the "Fixed Fee"), [exclusive/inclusive] of applicable value added, sales or similar taxes.

The Fixed Fee is a lump sum covering all Services and Deliverables, all time, effort, overheads, personnel, and resources of the Adviser, and all costs of performance, regardless of the time actually spent or the difficulty or complexity encountered by the Adviser. The Adviser shall not be entitled to any additional or increased fee, rate, premium, uplift or surcharge.

The Fixed Fee is payable in monthly installments of [amount] in accordance with the schedule: [payment schedule or milestone linkage], subject to the Adviser's satisfactory performance of the Services and delivery of the Deliverables due up to the relevant installment date.

The Fixed Fee shall not be subject to adjustment for inflation, currency movement, increases in the Adviser's costs or otherwise, except by written amendment signed by both Parties in accordance with this Letter.

The Adviser shall bear all of its own costs and expenses incurred in performing the Services, including travel, accommodation, subsistence, communications, administrative and overhead costs, and the fees of subcontractors, unless the Client has approved in writing, before they are incurred, specific expenses to be reimbursed.

Any pre-approved expenses shall be reimbursed at cost without markup, up to a maximum aggregate amount of [amount], and only against valid receipts or supporting documentation submitted with the relevant invoice.

Each Party shall bear its own taxes on its income. Where the Client is required by Applicable Law to deduct or withhold any tax from any payment, the Client may do so and any amount so withheld and paid to the competent authority shall be treated as having been paid to the Adviser.

The Adviser shall invoice the Client monthly in arrears, on or after the last Business Day of each calendar month, for the installment of the Fixed Fee and any pre-approved expenses due for that month in accordance with this Letter.

Each invoice shall be addressed to [Client invoicing entity], shall quote [purchase order or reference number], and shall include the Adviser's tax registration details, a description of the Services performed and Deliverables provided in the period, the installment of the Fixed Fee being invoiced, any pre-approved expenses with supporting documentation, and all applicable taxes shown separately.

The Client shall pay each properly issued and undisputed invoice within [number] days of receipt, by bank transfer to the account designated in writing by the Adviser: [bank account details]. The Client shall not be obliged to pay any invoice that does not comply with this Section until a compliant invoice has been delivered.

If the Client disputes any invoice in good faith, it shall notify the Adviser in writing within the payment period, stating the reasons, and shall pay any undisputed portion by the due date. The Parties shall endeavor to resolve the dispute promptly, and the Client shall not be in breach of this Letter nor liable for any interest by reason of withholding the disputed amount.

The Adviser shall not suspend or withhold the Services or any Deliverables by reason of a payment dispute or of any late payment of less than [number] days.

Late payment of any undisputed amount shall bear simple interest from the due date until payment at the rate of [rate] per annum, which shall be the Adviser's sole remedy for late payment.

The Client may set off against any amount payable to the Adviser any amount that the Adviser owes to the Client under this Letter. The Adviser shall not be entitled to claim any invoice, fee or expense not invoiced within [number] days after the end of the month in which it was incurred.

Each Party shall hold the other Party's Confidential Information in strict confidence, shall use it solely for the purposes of this Letter, and shall not disclose it to any third party without the prior written consent of the disclosing Party, except as permitted by this Section.

The Adviser shall protect the Client's Confidential Information using no less than the degree of care it uses for its own most sensitive information, and in any event no less than a reasonable degree of care and appropriate technical and organizational security measures.

A Party may disclose Confidential Information to its employees, officers, professional advisers and, in the case of the Client, its Affiliates, who need to know it for the purposes of this Letter and who are bound by obligations of confidentiality no less protective than those in this Letter. The receiving Party shall be responsible for any breach of this Section by those persons.

The obligations in this Section do not apply to information that: is or becomes public other than through breach of this Letter; was lawfully known to the receiving Party before disclosure without restriction; is lawfully received from a third party without restriction; or is independently developed without use of the Confidential Information.

A Party may disclose Confidential Information to the extent required by Applicable Law, court order or competent authority, provided that, where lawful, it gives the other Party prompt prior written notice and discloses only the minimum necessary.

To the extent the Adviser processes any personal data on behalf of the Client, the Adviser shall process it solely on the Client's documented instructions and in compliance with Applicable Law, shall implement appropriate technical and organizational safeguards, shall not transfer it outside [jurisdiction] without the Client's prior written consent, shall assist the Client in meeting its legal obligations, and shall enter into any additional data processing terms reasonably requested by the Client.

The Adviser shall notify the Client without undue delay, and in any event within [number] hours, upon becoming aware of any actual or suspected unauthorized access to, or loss or disclosure of, the Client's Confidential Information or personal data, shall take immediate steps to contain and remedy it, and shall cooperate fully with the Client's investigation.

The Adviser shall not make any public announcement or use the Client's name, logo or the existence of the Engagement in any publicity or marketing material without the Client's prior written consent. The obligations in this Section shall survive for [number] years after termination or expiry of this Letter, and in respect of personal data and trade secrets, for as long as such information remains confidential.

The Adviser represents and warrants that, as of the Effective Date, it has no actual or potential conflict of interest in relation to the Client or the Services, and has disclosed to the Client in writing all relationships, interests and engagements that could reasonably be considered to give rise to such a conflict.

The Adviser shall, throughout the Term, avoid any situation in which its interests or those of its personnel, Affiliates or other clients conflict or may reasonably be perceived to conflict with the interests of the Client, and shall promptly disclose in writing any such situation arising.

Upon disclosure or discovery of a conflict, the Client may, in its sole discretion, require the Adviser to implement measures to manage or eliminate the conflict, consent to continued performance on specified conditions, or terminate this Letter in accordance with the Section on Termination of Engagement.

The Adviser shall maintain its independence, objectivity and impartiality in performing the Services, and shall comply with all independence requirements imposed by Applicable Law or applicable professional standards.

The Adviser shall not, without the Client's prior written consent, during the Term and for [number] months thereafter, act for any person in a matter directly adverse to the Client that is related to the subject matter of the Services, or use the Client's Confidential Information to the Client's disadvantage.

The Adviser shall not accept or offer any gift, commission, payment, hospitality or other benefit from or to any third party in connection with the Services that could reasonably be seen to compromise its independence, and shall comply with all anti-bribery and anti-corruption requirements of Applicable Law.

The Client acknowledges that the Adviser may provide services to other clients, provided that doing so does not conflict with this Section, impair the performance of the Services, or involve use or disclosure of the Client's Confidential Information.

As between the Parties, all right, title and interest, including all intellectual property rights, in and to the Work Product shall vest in the Client upon creation. To the extent that any such rights do not vest automatically, the Adviser hereby irrevocably assigns them to the Client with full title guarantee, effective on creation and without further consideration beyond the Fixed Fee.

The Adviser shall procure that all personnel and subcontractors who contribute to the Work Product assign to the Adviser, or waive in favor of the Client, all rights they may have in it, including any moral rights to the extent permitted by Applicable Law, so as to enable the Adviser to give the Client the rights provided in this Section.

The Adviser retains ownership of the Adviser Pre-Existing Materials. To the extent that any Adviser Pre-Existing Materials are incorporated into or necessary for the use of the Work Product, the Adviser hereby grants the Client a perpetual, irrevocable, worldwide, non-exclusive, royalty-free, fully paid-up, transferable and sublicensable license to use, copy, modify and adapt them for the Client's and its Affiliates' business purposes.

The Client Materials, and all intellectual property rights in them, remain the exclusive property of the Client. The Adviser is granted a limited, non-exclusive, non-transferable license to use the Client Materials solely to the extent necessary to perform the Services during the Term.

The Adviser warrants that the Work Product and the Adviser Pre-Existing Materials, and the Client's use of them as contemplated by this Letter, do not and will not infringe or misappropriate any intellectual property or other right of any third party.

The Adviser shall, at the Client's request and expense of the Adviser if the request is made within [number] months after termination or expiry, execute all documents and do all acts reasonably necessary to perfect, register or enforce the Client's rights under this Section.

The Adviser shall deliver all Work Product to the Client upon request and upon termination or expiry of this Letter, whether complete or in progress, in an editable and usable form.

Nothing in this Letter limits or excludes the liability of either Party for: death or personal injury caused by negligence; fraud or fraudulent misrepresentation; gross negligence or willful misconduct; or any other liability that cannot lawfully be limited or excluded.

Subject to the preceding clause, and to the exceptions set out in this Section, the total aggregate liability of the Adviser to the Client arising out of or in connection with this Letter, whether in contract, tort (including negligence), breach of statutory duty or otherwise, shall not exceed an amount equal to the total fees paid by the Client to the Adviser under this Letter.

The limitation in the preceding clause shall not apply to: the Adviser's obligations under the Section on Indemnification; breach of the Section on Confidentiality and Data Protection; infringement of intellectual property rights; or any liability covered, or required to be covered, by the insurance that the Adviser is obliged to maintain under this Letter, in respect of which the Adviser's liability shall be the greater of the cap and the amount recoverable under that insurance.

The Client's total aggregate liability to the Adviser arising out of or in connection with this Letter shall not exceed the unpaid portion of the Fixed Fee properly due and payable under this Letter, and the Client shall in no event be liable to the Adviser for any indirect, consequential or special loss or damage, or for loss of profit, revenue or opportunity.

The Adviser shall not be entitled to rely on any limitation of liability if it has failed to maintain the insurance required by this Letter, or to the extent that such failure has increased the Client's loss.

Any liability of the Adviser to the Client under this Letter shall not be reduced by reason of the Client's review, approval or use of any Deliverable, nor by any contribution of any other person for whom the Adviser is responsible.

The Client shall use reasonable efforts to mitigate any loss for which it seeks to hold the Adviser liable, but the costs of such mitigation shall constitute recoverable loss.

The Adviser shall indemnify, defend and hold harmless the Client, its Affiliates, and their respective directors, officers, employees and agents (the "Client Indemnitees") from and against all losses, liabilities, damages, penalties, fines, costs and expenses, including reasonable legal fees, arising out of or in connection with any third-party claim, demand, action or proceeding to the extent arising from: any breach by the Adviser of this Letter; any negligent act or omission or willful misconduct of the Adviser, its personnel or subcontractors; or any claim that the Work Product or its use as permitted by this Letter infringes the rights of a third party.

The Adviser shall further indemnify the Client Indemnitees against all losses and costs arising from any breach by the Adviser of the Section on Confidentiality and Data Protection, or from any claim by the Adviser's personnel or subcontractors relating to their engagement, remuneration, taxes or social contributions, or relating to their employment status.

The Client shall give the Adviser prompt written notice of any claim for which it seeks indemnification, provided that any delay in giving notice shall relieve the Adviser of its obligations only to the extent that it is materially prejudiced by that delay.

The Adviser shall, at its own expense, conduct the defense of any such claim using counsel reasonably acceptable to the Client. The Client may participate in the defense with counsel of its own choosing at its own expense, and the Adviser shall not settle any claim in a manner that imposes any liability, obligation or admission on a Client Indemnitee without the Client's prior written consent.

If the Adviser fails to assume the defense of a claim promptly after notice, the Client may defend or settle the claim on such terms as it reasonably considers appropriate, at the Adviser's cost.

If any Work Product is, or in the Client's reasonable opinion is likely to be, held to infringe the rights of a third party, the Adviser shall at its own expense, and without prejudice to the Client's other remedies, procure for the Client the right to continue using it, or modify or replace it so that it is non-infringing without loss of functionality.

The Client shall have no obligation to indemnify the Adviser, except to the extent expressly agreed in writing by the Client in a separate instrument signed by an authorized representative. The rights of the Client Indemnitees under this Section are in addition to any other rights and remedies they may have.

Either Party may terminate this Letter for convenience at any time by giving not less than 30 days' prior written notice to the other Party.

The Client may terminate this Letter with immediate effect by written notice to the Adviser if the Adviser: commits a material breach that is incapable of remedy or, if capable of remedy, is not remedied within [number] days after written notice; repeatedly commits breaches that together demonstrate an intention not to be bound by this Letter; or breaches the Section on Confidentiality and Data Protection or the Section on Conflicts of Interest and Independence.

The Client may also terminate this Letter with immediate effect by written notice if the Adviser: becomes insolvent, is unable to pay its debts as they fall due, enters into any arrangement with its creditors, or has a receiver, administrator or liquidator appointed; ceases or threatens to cease to carry on business; loses any license or registration necessary to provide the Services; or undergoes a change of control that the Client reasonably considers adverse to its interests.

The Adviser may terminate this Letter by written notice to the Client if the Client fails to pay any undisputed amount that is due and payable under this Letter within [number] days after receiving written notice of non-payment from the Adviser specifying the amount and stating that it intends to terminate.

Either Party may terminate this Letter with immediate effect by written notice if the other Party's performance is prevented by an event beyond its reasonable control, which is not within its power to prevent or avoid and which continues for more than [number] consecutive days.

Any termination notice shall be in writing, delivered in accordance with this Letter and, in the case of termination for cause, shall specify the grounds. A termination shall not affect any right or remedy accrued up to its effective date.

The Client may, by written notice, terminate this Letter in part, in respect of any portion of the Services, in which case the Fixed Fee shall be equitably reduced.

Upon termination or expiry of this Letter for any reason, the Adviser shall promptly cease performance of the Services, except as the Client may direct in writing in order to protect its interests or to ensure an orderly transition.

The Client shall pay the Adviser the portion of the Fixed Fee that is properly attributable to Services performed and Deliverables accepted up to the effective date of termination, calculated on a fair and proportionate basis, less any amounts already paid and any amounts the Client is entitled to set off. If termination is by the Client for cause, the Client shall not be liable for any amount in respect of Services that do not conform to this Letter, and the Adviser shall refund any amount paid in advance for Services not performed.

Within [number] Business Days after the effective date of termination or expiry, the Adviser shall deliver to the Client all Work Product, whether complete or in progress, together with all Client Materials and all other property of the Client in its possession or control, and shall not retain any copies except as required by Applicable Law, in which case the retained materials shall remain subject to the Section on Confidentiality and Data Protection.

The Adviser shall retain no lien or right of retention over any Work Product, Client Materials or other property of the Client, whether in respect of unpaid fees or otherwise.

For a period of up to [number] days after the effective date of termination or expiry, the Adviser shall provide such reasonable transition assistance as the Client may request, including cooperation with the Client and any replacement adviser, the handover of work in progress, and responses to reasonable queries. Such assistance shall be provided at no additional charge where termination is for cause by the Client, and otherwise at the rates or on the basis that the Parties agree in writing in advance.

Upon the Client's request, an officer of the Adviser shall certify in writing that the Adviser has complied with this Section.

The expiry or termination of this Letter shall not affect those provisions that by their nature are intended to survive, including the Sections on Confidentiality and Data Protection, Ownership of Work Product and Intellectual Property, Limitation of Liability, Indemnification, and Governing Law and Dispute Resolution, nor any accrued rights or liabilities.

This Letter, and any dispute or claim arising out of or in connection with it or its subject matter or formation, including non-contractual disputes or claims, shall be governed by and construed in accordance with the laws of [governing jurisdiction], without regard to its conflict of laws rules.

The Parties shall first attempt to resolve any dispute arising out of or in connection with this Letter amicably through good faith negotiations between their senior representatives. Either Party may initiate such negotiations by written notice describing the dispute (a "Dispute Notice").

If the dispute is not resolved within [number] days after delivery of the Dispute Notice, the Parties may agree to refer it to mediation administered by [mediation institution] in accordance with its rules then in force, with the costs of the mediator shared equally.

If the dispute is not resolved by negotiation or, where agreed, mediation within [number] days after the Dispute Notice, it shall be finally resolved by [arbitration under the rules of [arbitral institution] by [number] arbitrator(s), seated in [city], conducted in the English language / the competent courts of [jurisdiction], to whose exclusive jurisdiction the Parties submit].

Nothing in this Section prevents either Party from seeking urgent injunctive or other interim relief from any competent court to protect its Confidential Information, intellectual property rights or other legitimate interests, and the Client may seek such relief without first complying with the preceding procedures.

The Adviser shall continue to perform the Services in accordance with this Letter pending resolution of any dispute, unless and until this Letter is terminated in accordance with its terms.

The prevailing Party in any proceedings shall be entitled to recover from the other Party its reasonable costs, including legal fees, as determined by the tribunal or court.

This Letter constitutes the entire agreement between the Parties relating to its subject matter and supersedes all prior proposals, negotiations, representations, understandings and agreements, whether written or oral, relating to it. In the event of any conflict between this Letter and any proposal, terms of business or other document issued by the Adviser, this Letter shall prevail, and the Adviser's standard terms shall not apply.

No amendment or variation of this Letter shall be effective unless made in writing and signed by authorized representatives of both Parties. No waiver of any right shall be effective unless in writing, and no failure or delay in exercising any right shall operate as a waiver of it.

The Adviser shall not assign, transfer, subcontract or otherwise deal with any of its rights or obligations under this Letter without the prior written consent of the Client. The Client may assign or transfer this Letter, in whole or in part, to any Affiliate or to any successor to all or substantially all of its business or assets, upon written notice to the Adviser.

If any provision of this Letter is held to be invalid, illegal or unenforceable, that provision shall be modified to the minimum extent necessary to make it valid and enforceable, or, if that is not possible, severed, and the remaining provisions shall continue in full force and effect.

Neither Party shall be liable for any failure or delay in performing its obligations, other than payment obligations, to the extent caused by an event beyond its reasonable control that could not have been prevented by reasonable precautions, provided that it promptly notifies the other Party and uses reasonable efforts to mitigate the effects. Failures of the Adviser's personnel, subcontractors or suppliers shall not constitute such an event unless caused by an event that would itself qualify.

All notices under this Letter shall be in writing and delivered by hand, by recognized courier, or by email with confirmation of transmission, to the address of the receiving Party set out in this Letter or as notified in writing from time to time: for the Client, [notice address and email, attention of]; for the Adviser, [notice address and email, attention of]. A notice shall be deemed received on delivery if by hand or courier, and on the next Business Day after transmission if by email.

This Letter does not confer any rights on any person other than the Parties, except that the Client Indemnitees may enforce the provisions of the Section on Indemnification.

This Letter may be executed in counterparts, including by electronic signature or exchange of scanned copies, each of which shall be deemed an original and all of which together constitute one instrument.