THIS AGREEMENT is dated
(1)
And
(2) Jonathan Fagan Business Brokers Limited of Ty Brith, Llandegla Road, Mold CH7 4QX (the “Supplier”)
This Agreement sets out the terms relating to the provision of the preparation of a law firm valuation report by the Supplier to the Firm.
a) The Firm wishes to benefit from certain skills and abilities of the Supplier who has pledged its time, skills and abilities to the Firm; and
b) The Supplier is willing and able to provide these services to the Firm for the period contemplated in this Agreement.
TERM
The Supplier shall provide services to the Firm until the valuation report is completed, unless and until this agreement is terminated.
SERVICES
2.1 The Supplier will provide law firm valuation services to the Firm as instructed. The law firm valuation service will consist of an opinion of values based on recent deals and the recent experience of the Supplier.
FEES AND EXPENSES
3.1 The Firm shall pay the Supplier a fee of £750 plus VAT. The Firm accepts that once the Supplier commences work no refund is possible. The Supplier shall submit an invoice to the Firm once the report is complete. The Firm shall pay such invoice by bank transfer within 5 working days of receipt.
CONFIDENTIAL INFORMATION AND CLIENT PROPERTY
4.1 The Supplier shall not use or disclose to any person either during or at any time after his engagement by the Firm any confidential information about the business or affairs of the Firm or any other company in its group or any of its business contacts, or about any other confidential matters which may come to his knowledge in the course of providing the Services. For the purposes of this clause 4, confidential information means any information or matter which is not in the public domain and which relates to the affairs of the Firm or any other company in its group or any of its or their business contacts.
4.2 The restriction in clause 4.1 does not apply to: (a) any use or disclosure authorised by the Firm or as required by law; or (b) any information which is already in, or comes into, the public domain otherwise than through unauthorised disclosure.
DATA PROTECTION
5.1 The Supplier consents to the Firm holding and processing data relating to it for legal, administrative and management purposes.
5.2 The Supplier consents to the Firm making such information available to other companies in its group, those who provide products or services to the Firm (such as advisers), regulatory authorities, governmental or quasi-governmental organisations and potential purchasers of the Firm or other companies in its group or any part of its business.
STATUS
The Supplier will be an independent contractor and nothing in this agreement shall render it, or its employees or contractors, an employee, worker, agent or partner of the Firm and the Supplier shall not hold itself out as such.
VARIATION
This agreement may only be varied by a document signed by both the Supplier and the Firm.
THIRD PARTY RIGHTS
8.1 The Contracts (Rights of Third Parties) Act 1999 shall not apply to this agreement and no person other than the Supplier and the Firm shall have any rights under it. The terms of this agreement or any of them may be varied, amended or modified or this agreement may be suspended, cancelled or terminated by agreement in writing between the parties or this agreement may be rescinded (in each case), without the consent of any third party.
GOVERNING LAW
This agreement 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 law of England and Wales.
JURISDICTION
The courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims).
LIABILITY
11.1 The Firm confirms that it has sufficient Professional Indemnity Insurance cover in place for any claim, loss, damage or liability to any party resulting from any negligent acts or omissions of the Supplier and whilst the Supplier shall perform the Assignment competently and to the best of its ability, it shall not be liable for any such claim, loss, damage or liability AND the Firm shall indemnify and keep indemnified the Supplier for the same.
11.2 The Firm accepts that the Supplier will provide its valuation report in good faith and based on its own opinions and evidence available to it at the time of the report. The Firm also accepts that law firms and solicitors’ firm sale prices are very difficult to value at a definitive price and that the report should be used in conjunction with other evidence available to it at the time of any decisions being made about the value of a law firm or business.
