Engagement Letter Template

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

"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 in [City].

"Client Information" means all documents, data, records, instructions, representations, materials and other information, in any form, that are provided or made available to the Service Provider by or on behalf of the Client, or obtained from the Client's personnel or advisers, in connection with the Services.

"Confidential Information" means all non-public information, in any form, disclosed by or on behalf of one Party to the other in connection with this Letter, that is designated as confidential or that a reasonable person would understand to be confidential given its nature and the circumstances of disclosure, but excluding the information described in the Confidentiality section of this Letter as not being confidential.

"Expenses" means all reasonable costs, charges and disbursements incurred by the Service Provider in connection with the performance of the Services, including those described in the Expenses and Disbursements section of this Letter.

"Fees" means the professional fees payable by the Client to the Service Provider for the Services, calculated on the basis of the Hourly Rates and the time recorded in accordance with this Letter.

"Hourly Rates" means the hourly rates of the Service Provider's personnel set out in the Professional Fees and Hourly Rates section of this Letter, as they may be adjusted from time to time in accordance with that section.

"Retainer" means the upfront advance payment, in the amount stated in the Retainer, Invoicing and Payment Terms section of this Letter, to be paid by the Client to the Service Provider prior to the commencement of the Services.

"Services" means the professional services described in the Engagement and Scope of Services section of this Letter, and any additional services that the Parties agree in writing to add to the engagement.

"Termination Date" means the date on which the engagement under this Letter ends, whether by expiry of a notice of termination given under this Letter or otherwise in accordance with its terms.

"Work Product" means all reports, analyses, advice, opinions, drafts, documents, deliverables and other materials, in any form, created or prepared by the Service Provider in the course of performing the Services, excluding the Service Provider's Pre-Existing Materials.

"Pre-Existing Materials" means all methodologies, templates, know-how, tools, software, processes, precedents and other materials that were owned or developed by the Service Provider before the Effective Date or independently of the Services, together with all improvements and derivatives thereof.

Headings are for convenience only and do not affect interpretation. The words "including" and "includes" shall be construed without limitation. References to the singular include the plural and vice versa, references to writing include email, and references to a "person" include any natural person, entity or organization.

The Client hereby engages the Service Provider, and the Service Provider hereby agrees to act, as a provider of professional services to the Client on the terms of this Letter, with effect from the Effective Date.

The Services comprise the following: [Detailed Description of Services]. The Service Provider shall perform the Services with the degree of skill and care reasonably expected of a competent professional service provider experienced in rendering services of a similar nature.

The Parties anticipate that the Services will be performed in accordance with the following indicative timetable: [Indicative Timetable and Milestones]. Any dates or timeframes are estimates only, are dependent upon timely performance by the Client of its obligations, and shall not be of the essence unless expressly agreed in writing by the Service Provider.

The Service Provider shall determine, in its professional discretion, the manner, method and means by which the Services are performed, and the identity and number of personnel assigned to them. The Service Provider may engage employees, associates, affiliates or subcontractors to assist in performing the Services, and shall remain responsible to the Client for their work subject to the limitations in this Letter.

The Service Provider's primary contact for the Services shall be [Name and Title of Lead Professional], and the Client's primary contact shall be [Name and Title of Client Representative]. Each Party may replace its primary contact by written notice to the other.

Any change to the scope of the Services, including any additional services, shall take effect only if recorded in writing and agreed by both Parties. The Service Provider shall be entitled to charge for additional or changed services at the Hourly Rates, and may decline to perform work that falls outside the Services until the change has been agreed.

The Service Provider is engaged as an independent contractor. Nothing in this Letter creates a partnership, joint venture, employment, agency or fiduciary relationship beyond that expressly arising from the professional engagement described herein, and the Service Provider shall not have authority to bind the Client.

The engagement is limited strictly to the Services. Unless the Parties expressly agree otherwise in writing, the Service Provider has no obligation to provide any services, advice or work not expressly described in this Letter.

Without limiting the preceding clause, the Services do not include: (i) legal advice, tax advice, accounting advice, investment advice or regulatory advice, except to the extent expressly described as part of the Services; (ii) the audit, verification or independent investigation of Client Information; (iii) the implementation of any recommendations made by the Service Provider; and (iv) [Other Excluded Services].

The Service Provider has no duty to advise the Client on, or to monitor, changes in law, regulation, market conditions, technology or other circumstances occurring after the completion of the Services or after the date of delivery of the relevant Work Product, and has no duty to update any Work Product after such date unless separately engaged.

The Service Provider does not guarantee any particular outcome, result, approval, saving, financial benefit or commercial success arising from the Services. Any views, estimates, forecasts or projections expressed by the Service Provider are statements of professional opinion only and are not assurances of future performance.

The Service Provider shall not be responsible for the acts, omissions, products or services of any third party, including any third-party adviser, supplier or authority, nor for decisions made or actions taken by the Client or any third party on the basis of the Work Product.

The Client acknowledges that it is solely responsible for all business decisions made in connection with the Services and for determining whether the Work Product is suitable for its purposes. Work Product is provided solely for the Client's internal business use and may not be relied upon by any third party.

The Fees shall be calculated on a time-spent basis at the following Hourly Rates: [Name or Grade of Personnel] at [Currency and Amount] per hour; [Name or Grade of Personnel] at [Currency and Amount] per hour; and [Name or Grade of Personnel] at [Currency and Amount] per hour.

Time shall be recorded in increments of [Time Increment, e.g., 6 or 15 minutes], and shall include all time reasonably spent on the Services, including meetings, calls, correspondence, preparation, research, drafting, review, travel and administration directly related to the Services.

Any estimate of Fees or total time provided by the Service Provider is given in good faith for budgeting purposes only. It is not a fixed fee, a cap or a guarantee, and the Service Provider shall not be bound by it. The Service Provider shall endeavor to notify the Client when the Fees are likely to materially exceed any such estimate.

The Service Provider may adjust the Hourly Rates upon not less than [Number] days' written notice to the Client, and in any event may do so not more than once in any period of 12 months. Adjusted rates shall apply to all time recorded after the effective date of the adjustment.

Time spent on work required by reason of delay, changes in instructions, incomplete or inaccurate Client Information, or other circumstances outside the Service Provider's control shall be chargeable at the Hourly Rates in addition to any other Fees.

The Fees are exclusive of all value added tax, sales tax, goods and services tax, withholding taxes and other taxes, duties and levies, which shall be borne by the Client. If the Client is required by law to withhold any amount from payments, the Client shall gross up such payments so that the Service Provider receives the full amount it would have received absent such withholding.

Prior to the commencement of the Services, the Client shall pay to the Service Provider a Retainer of [Currency and Amount]. The Service Provider shall not be obliged to commence or continue the Services until the Retainer has been received in cleared funds.

The Retainer shall be held by the Service Provider as an advance payment on account of Fees and Expenses and shall not bear interest in favor of the Client. The Service Provider may apply the Retainer against any invoice issued under this Letter, and the Client shall, upon written request, replenish the Retainer to its original amount within [Number] Business Days of such request.

The Service Provider shall issue invoices [Frequency of Invoicing, e.g., monthly] in arrears, itemizing the Fees and Expenses incurred during the relevant period. Each invoice shall be applied first against the Retainer, and any balance exceeding the Retainer shall be payable by the Client within [Number] days of the date of the invoice.

Upon the Termination Date or completion of the Services, the Service Provider shall apply the Retainer against all outstanding Fees, Expenses and other sums due. Any unapplied balance shall be refunded to the Client without interest within [Number] days after the final invoice has been settled.

All payments shall be made in [Currency] by bank transfer to the account designated by the Service Provider, without set-off, counterclaim, deduction or withholding except as required by law. Time for payment is of the essence.

If any amount is not paid when due, the Service Provider may charge interest on the overdue amount at the rate of [Rate] percent per [Period] from the due date until the date of actual payment, and may suspend the Services, and withhold delivery of Work Product, until all overdue amounts have been paid in full.

The Client shall notify the Service Provider in writing of any dispute regarding an invoice within [Number] days of receipt, specifying the grounds in reasonable detail. Failing such notice, the invoice shall be deemed accepted. The Client shall pay any undisputed portion of a disputed invoice by the due date.

In addition to the Fees, the Client shall reimburse the Service Provider for all Expenses properly incurred in connection with the Services, at cost and without mark-up unless otherwise stated in this Letter [or with a handling charge of [Percentage] percent].

Expenses include travel, accommodation and subsistence costs, courier and postage charges, filing and registration fees, translation costs, third-party research and database charges, printing and document production costs, and fees of experts, consultants and subcontractors engaged in connection with the Services.

The Service Provider shall obtain the Client's prior approval before incurring any single Expense exceeding [Currency and Amount]. Approval may be given by email and shall not be unreasonably withheld or delayed.

Where a third-party supplier, expert or subcontractor requires payment in advance or invoices directly, the Service Provider may require the Client to pay such supplier directly or to fund such amount in advance, in addition to the Retainer.

Expenses shall be itemized in the Service Provider's invoices and shall be supported by receipts or other reasonable evidence upon the Client's written request. Expenses incurred in a currency other than the invoicing currency shall be converted at the rate actually applied to the Service Provider.

The Client's obligation to reimburse Expenses applies whether or not the Services are completed, and extends to Expenses committed or incurred before the Termination Date, including non-cancellable commitments made on the Client's behalf.

The Client shall provide the Service Provider, in a timely manner and at its own cost, with all Client Information, access to premises, systems and personnel, and other assistance that the Service Provider reasonably requests in order to perform the Services.

The Client shall designate a representative with sufficient authority to give instructions, make decisions and approve matters on the Client's behalf, and the Service Provider shall be entitled to rely on instructions given by such representative.

The Client shall respond promptly, and in any event within [Number] Business Days, to requests for information, decisions, approvals and comments made by the Service Provider. The Service Provider shall not be liable for any delay, deficiency or failure in the Services to the extent caused by the Client's failure to do so.

The Client shall ensure that all Client Information is accurate, complete and not misleading, and that it has all rights, licenses, consents and authorizations necessary for the Service Provider to receive and use Client Information for the purposes of the Services.

The Client shall promptly inform the Service Provider of any facts, events or developments that may affect the Services, including any changes in the Client's business, circumstances or objectives, and any actual or threatened claims, proceedings or investigations relevant to the Services.

The Client shall comply with all laws applicable to its business and to its use of the Work Product, and shall be responsible for implementing, and for the consequences of implementing, any recommendations made by the Service Provider.

If the Client fails to perform its obligations under this section, the Service Provider may, without liability, suspend the Services, adjust any timetable, and charge for additional time and costs reasonably incurred as a result.

The Service Provider shall be entitled to rely, without independent verification, upon the accuracy, completeness and genuineness of all Client Information and all instructions given by or on behalf of the Client.

The Service Provider shall have no responsibility for any error, omission, inaccuracy or deficiency in the Services or the Work Product to the extent arising from, or contributed to by, inaccurate, incomplete, misleading or untimely Client Information.

The Service Provider has no duty to audit, investigate or verify Client Information, or to identify fraud, misstatement or non-compliance within the Client's records, unless expressly included in the Services.

Where the Service Provider relies on information provided by third parties at the Client's direction, the Client bears the risk of the accuracy and completeness of that information.

The Client acknowledges that the Work Product is based on the facts, information and assumptions known to the Service Provider as of the date of delivery. Should any such facts, information or assumptions prove incorrect or change, the Work Product may be affected, and the Service Provider shall not be liable for the consequences.

The Client shall promptly notify the Service Provider upon becoming aware that any Client Information was or has become inaccurate, incomplete or misleading, and the Service Provider may charge additional Fees for work required to address the resulting changes.

Each Party (the "Recipient") shall keep the other Party's Confidential Information strictly confidential, shall use it solely for the purposes of this Letter, and shall not disclose it to any third party except as permitted by this Letter.

The Recipient may disclose Confidential Information to its directors, officers, employees, affiliates, insurers, professional advisers, subcontractors and agents 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 section.

Confidential Information does not include information that: (i) is or becomes publicly available other than through breach of this Letter; (ii) was lawfully known to the Recipient before disclosure without restriction; (iii) is lawfully obtained from a third party without breach of any duty of confidence; or (iv) is independently developed by the Recipient without use of the other Party's Confidential Information.

The Recipient may disclose Confidential Information to the extent required by law, court order, regulatory authority or professional rules, provided that, where lawful and practicable, it gives the disclosing Party prompt notice and reasonable cooperation, at the disclosing Party's cost, in seeking protective measures.

The Service Provider may retain copies of Confidential Information and Work Product as required by law, professional standards, its internal risk-management and quality control policies, or automatic backup procedures, and such retained material shall remain subject to this section for so long as it is retained.

The Service Provider may, subject to maintaining the confidentiality of Client Information, disclose the fact that it has acted for the Client and the general nature of the Services in its credentials, unless the Client objects in writing.

The obligations in this section shall continue during the engagement and for a period of [Number] years after the Termination Date, and, in respect of trade secrets, for as long as such information remains a trade secret.

As between the Parties, the Client retains all rights, title and interest in and to the Client Information, and nothing in this Letter transfers any such rights to the Service Provider, save for the limited right to use Client Information for the purpose of performing the Services.

The Service Provider retains all rights, title and interest in and to the Pre-Existing Materials, whether or not incorporated into or used in connection with the Work Product, and nothing in this Letter assigns or transfers any such rights to the Client.

Subject to the Service Provider's receipt of payment in full of all Fees and Expenses due, the Service Provider grants to the Client a non-exclusive, non-transferable, non-sublicensable, [perpetual/term-limited] license to use the Work Product for the Client's own internal business purposes.

The license in the preceding clause includes a limited license to use any Pre-Existing Materials incorporated in the Work Product, but solely as part of and together with the Work Product, and not on a standalone basis.

Until payment in full of all sums due, the Service Provider retains ownership of, and all rights in, the Work Product, and the Client shall have no right to use or disclose it other than as the Service Provider may permit in writing.

The Client shall not, without the Service Provider's prior written consent, disclose the Work Product to any third party, or permit any third party to rely upon it, except to the Client's professional advisers who are bound by confidentiality obligations or where disclosure is required by law.

Nothing in this Letter restricts the Service Provider from using its general skills, knowledge, experience and ideas, or from providing services of a similar nature to other clients, provided that it does not disclose the Client's Confidential Information.

The Service Provider has undertaken a review of its existing client relationships as of the Effective Date and, based on that review, is not aware of any actual conflict of interest that would prevent it from acting for the Client in respect of the Services.

The Service Provider maintains procedures to identify conflicts of interest and shall notify the Client promptly if it becomes aware of an actual conflict that, in its reasonable professional judgment, materially affects its ability to perform the Services.

The Client acknowledges that the Service Provider provides services to a range of clients, including clients who may compete with the Client or whose interests may differ from the Client's, and agrees that the Service Provider may continue to act for such other clients, provided that it maintains the confidentiality of Client Information and does not use it for the benefit of any other client.

Where appropriate, the Service Provider may implement information barriers, separate teams or other reasonable measures to manage a potential conflict, and the Client consents to the implementation of such measures.

If an actual conflict of interest arises that cannot be managed to the Service Provider's reasonable satisfaction, the Service Provider may, after consulting the Client where practicable, withdraw from the engagement by written notice, with the consequences set out in the Consequences of Termination section of this Letter.

The Client shall promptly inform the Service Provider of the identity of any person or entity with an interest in the subject matter of the Services of which it is aware and whose involvement may give rise to a conflict of interest.

To the fullest extent permitted by applicable law, the total aggregate liability of the Service Provider to the Client arising out of or in connection with this Letter and the Services, whether in contract, tort (including negligence), breach of statutory duty, misrepresentation or otherwise, shall not exceed the total amount of Fees actually paid by the Client to the Service Provider under this Letter [in the 12 months preceding the event giving rise to the claim].

The Service Provider shall not be liable to the Client, under any circumstances, for any indirect, incidental, special, consequential or punitive loss or damage, or for any loss of profit, revenue, business, goodwill, anticipated savings, or data, in each case whether or not foreseeable and whether or not the Service Provider has been advised of the possibility of such loss.

The Service Provider shall not be liable for any loss or damage to the extent caused or contributed to by the acts or omissions of the Client or its personnel or advisers, by inaccurate or incomplete Client Information, by the Client's failure to follow the Service Provider's advice, or by events beyond the Service Provider's reasonable control.

Any claim against the Service Provider must be notified in writing to the Service Provider, with reasonable details, within [Number] months of the date on which the Client became aware, or ought reasonably to have become aware, of the circumstances giving rise to the claim, and in any event any legal proceedings must be commenced within [Number] months after such date, failing which the claim shall be waived and barred.

Where the Service Provider and any third party are jointly responsible for any loss, the Service Provider's liability shall be limited to the proportion of the loss that is attributable to its own acts or omissions, having regard to the extent of responsibility of such third party, whether or not such third party is a party to any proceedings.

Nothing in this Letter excludes or limits any liability that cannot lawfully be excluded or limited, including liability for fraud or fraudulent misrepresentation, or for death or personal injury caused by negligence.

The Client acknowledges that the Fees reflect the allocation of risk in this section, that the limitations are reasonable in the circumstances, and that the Service Provider would not have entered into this Letter without them.

The Client shall indemnify, defend and hold harmless the Service Provider, its affiliates and their respective partners, directors, officers, employees, agents and subcontractors (the "Indemnified Persons") from and against all losses, liabilities, damages, claims, demands, costs and expenses (including reasonable legal fees) arising out of or in connection with any claim brought by a third party relating to the Services, the Work Product, or the Client's use of the Work Product.

The indemnity in the preceding clause shall extend to any losses arising from: (i) any inaccuracy, incompleteness or unlawfulness of Client Information; (ii) any infringement or alleged infringement of third-party rights by Client Information or by the Service Provider's use of Client Information in accordance with this Letter; (iii) any breach of this Letter by the Client; and (iv) any use of or reliance on the Work Product by the Client or any third party to whom the Client has made it available.

The indemnity shall not apply to the extent that the relevant loss is finally determined by a court of competent jurisdiction to have been caused by the fraud or willful misconduct of the Indemnified Person seeking indemnification.

The Indemnified Person shall give the Client reasonable notice of any claim for which indemnification is sought, provided that any delay or failure to do so shall relieve the Client of its obligations only to the extent that it is materially prejudiced by that delay or failure.

The Client shall be entitled to assume the defense of any third-party claim with counsel reasonably acceptable to the Service Provider, but shall not settle any claim in a manner that imposes any liability or admission on any Indemnified Person without the Service Provider's prior written consent. If the Client does not promptly assume the defense, the Service Provider may do so at the Client's expense.

Each Indemnified Person shall be entitled to enforce this section directly, and the Client's obligations under this section shall not be subject to the limitations on liability in this Letter applicable to the Service Provider. Such obligations shall survive the Termination Date.

This Letter shall commence on the Effective Date and, unless terminated earlier in accordance with its terms, shall continue until the Services have been completed and all Fees and Expenses have been paid in full [or until [End Date]].

Either Party may terminate the engagement at any time, for any reason or for no reason, by giving to the other Party not less than [Number] days' written notice.

Either Party may terminate the engagement with immediate effect by written notice if the other Party commits a material breach of this Letter that is incapable of remedy, or, if capable of remedy, is not remedied within [Number] days after written notice requiring its remedy.

The Service Provider may terminate the engagement with immediate effect by written notice if: (i) the Client fails to pay any sum due by the due date; (ii) the Client becomes insolvent, enters into any arrangement with its creditors, or is subject to any insolvency or similar proceeding; (iii) the Client fails to provide Client Information or cooperation as required; or (iv) continuing the engagement would, in the Service Provider's reasonable opinion, breach any law, regulation or rule of professional conduct, or give rise to an unmanageable conflict of interest.

The Service Provider may suspend the Services immediately by written notice, without liability, if any amount remains unpaid when due, if the Retainer is not replenished as required, or if any circumstance arises that would entitle it to terminate under this Letter. Suspension shall not prejudice the Service Provider's rights of termination.

Unless earlier terminated, the engagement shall end automatically upon completion of the Services, and the Service Provider shall have no continuing obligation to the Client in respect of the subject matter of the Services, including any obligation to advise on subsequent developments.

Termination shall take effect on the Termination Date, and shall be without prejudice to any rights, remedies, obligations or liabilities of either Party accrued up to that date.

Upon the Termination Date, the Client shall pay to the Service Provider all Fees for work performed, and all Expenses incurred or committed, up to the Termination Date, whether or not invoiced, and all such amounts shall remain payable notwithstanding termination by either Party for any reason.

Where the engagement is terminated, the Service Provider shall be entitled to be paid for reasonable time spent on the orderly wind-down of the Services and the handover of materials, charged at the Hourly Rates.

The Service Provider shall apply the Retainer in accordance with the Retainer, Invoicing and Payment Terms section of this Letter, and shall refund any unapplied balance in accordance with that section.

Subject to payment in full of all sums due, the Service Provider shall deliver to the Client the Work Product completed as of the Termination Date, and in respect of any incomplete Work Product, shall deliver it in its then-current state, without any warranty as to completeness, fitness or accuracy, and without liability for its incompleteness.

The Client shall, upon the Service Provider's request, return or destroy all Confidential Information of the Service Provider and any Pre-Existing Materials in its possession, subject to the retention rights of the Service Provider described in the Confidentiality section of this Letter.

The Service Provider may exercise any lien or right of retention over documents, materials and Work Product in its possession until all sums due to it have been paid in full, to the extent permitted by applicable law and professional rules.

The following provisions, together with any other provisions which by their nature are intended to survive, shall survive termination or expiry of this Letter: the provisions on Fees, payment, Expenses, Reliance on Client Information, Confidentiality, Intellectual Property and Work Product, Limitation of Liability, Indemnification, Consequences of Termination, Governing Law and Dispute Resolution, and Miscellaneous Provisions.

This Letter, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, 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 in good faith to resolve any dispute arising out of or in connection with this Letter through negotiation between senior representatives of each Party. Either Party may initiate such negotiation by written notice describing the dispute in reasonable detail.

If the dispute is not resolved within [Number] days of the notice referred to above, the Parties shall attempt to settle it by mediation administered by [Mediation Institution] in accordance with its rules then in effect, before commencing arbitration or litigation.

If the dispute is not resolved by mediation within [Number] days after the commencement of mediation, the dispute shall be finally resolved by [binding arbitration administered by [Arbitration Institution] under its rules / the courts of [Jurisdiction]], which shall have [exclusive] jurisdiction.

Where arbitration applies, the tribunal shall consist of [Number] arbitrator(s), the seat of arbitration shall be [City, Jurisdiction], the language of the proceedings shall be [Language], and the award shall be final and binding upon the Parties.

Nothing in this section shall prevent the Service Provider from commencing proceedings in any court of competent jurisdiction to recover unpaid Fees or Expenses, or either Party from seeking urgent injunctive or other interim relief to protect its Confidential Information or intellectual property rights.

The prevailing Party in any proceedings arising out of this Letter shall be entitled to recover from the other Party its reasonable legal fees, costs and expenses incurred in connection with such proceedings, as determined by the tribunal or court.

This Letter constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior proposals, negotiations, representations, understandings and agreements, whether written or oral, relating to that subject matter. Each Party acknowledges that it has not relied upon any statement or representation not expressly set out in this Letter.

No amendment or variation of this Letter shall be effective unless it is in writing and signed by authorized representatives of both Parties. Any additional terms proposed by the Client, including in any purchase order, shall be of no effect.

No failure or delay by a Party in exercising any right or remedy shall operate as a waiver of it, and no single or partial exercise of any right or remedy shall preclude any further exercise of it or of any other right or remedy.

If any provision of this Letter is held to be invalid, illegal or unenforceable, such 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.

The Client may not assign, transfer or subcontract any of its rights or obligations under this Letter without the prior written consent of the Service Provider. The Service Provider may assign or transfer its rights and obligations to any affiliate or to any successor to its business upon written notice to the Client.

Neither Party shall be liable for any delay or failure to perform its obligations, other than an obligation to pay money, to the extent caused by events beyond its reasonable control, including natural disaster, epidemic, war, terrorism, civil unrest, governmental action, failure of utilities or communications networks, or labor disputes.

All notices under this Letter shall be in writing and delivered by hand, courier or email to the addresses set out in the signature section of this Letter, or to such other address as a Party may notify. Notices shall be deemed received upon delivery if by hand or courier, and on the next Business Day after transmission if by email, absent notice of non-delivery.

This Letter does not confer any rights on any person who is not a Party, except for the Indemnified Persons as provided herein. This Letter may be executed in counterparts, including by electronic signature, each of which shall be deemed an original and all of which together constitute one instrument.