Pre-Engagement Terms
A draft of our first Pre-Engagement Terms. No party accepted it. Published so the non-circumvention clause it carried can be read beside the version that replaced it.
This version has been superseded by version v2a. It is kept here permanently and unchanged, because it still governs every agreement and schedule entered into on it. A later version does not affect them.
Permanent address of this version: agreements.maisonmilentis.com/terms/pre-engagement-terms/v1b
Cover Page
Key Terms
- Term
- 24 months from the Effective Date
- Non-Circumvention Period
- 12 months from the relevant Introduction Notice
- Prior Relationship Window
- 14 days
- Retention Period
- 12 months from receipt
- Confidentiality Period
- 5 years from expiry of the Term
- Liquidated Sum
- USD 15,000 per Reference, a genuine pre-estimate reflecting the engagement fee and twelve months of administration fee that would have flowed on a typical engagement
Standard Terms
1 Interpretation
Each bold label on the Cover Page defines the corresponding capitalised term used in these Standard Terms. The Cover Page prevails as to the values it states but does not otherwise vary these Standard Terms.
2 Purpose, and no engagement
The Terms apply to all information the parties have exchanged since first contact and exchange during the Term, in either direction, to assess a possible engagement of the Company by the Prospective Client (the Purpose).
No engagement arises, no exclusivity is granted and no fee, commission or other sum is payable by either party unless and until the parties sign a framework agreement (a Framework Agreement) and an engagement schedule under it. Neither party will bring any claim founded on implied contract, quantum meruit or work performed before those signatures.
3 Confidentiality
Confidential Information means all non-public information disclosed by one party to the other in connection with the Purpose, whether before or after the Effective Date, including the Prospective Client's programme, dossier, product and business information, its restricted-party and competitor lists, and each Introduction Notice and Capability Profile (each defined in clause 4), but excluding material describing the Company's service model, methodology and compliance architecture.
Each party shall keep the other's Confidential Information confidential, use it only for the Purpose, and disclose it only to those of its officers, employees and professional advisers who need it for the Purpose and owe equivalent duties of confidence.
Clause 3.2 does not apply to information that is or becomes public other than through a breach of the Terms, that the receiving party already held free of any duty of confidence, that it develops independently, or that it is required to disclose by law or by a regulator, provided it gives the other party prior written notice where lawful.
4 Introductions and non-circumvention
The Company identifies each expert by a unique reference code (a Reference) and notifies each introduction to the Prospective Client in writing by Reference, attaching a de-identified profile of the expert's capabilities (a Capability Profile); each such notice is an Introduction Notice. The Company's register of References and Introduction Notices is conclusive evidence of an introduction, absent manifest error.
During the Term and, for each Reference, for the Non-Circumvention Period following its Introduction Notice, the Prospective Client shall not identify or attempt to identify the individual behind the Reference, and shall not approach, solicit, engage or pay that individual, directly or indirectly, otherwise than through the Company.
Clause 4.2 does not restrict the Prospective Client in respect of a Reference where the Prospective Client notifies the Company in writing, within the Prior Relationship Window following the relevant Introduction Notice, with documented evidence of a relationship between the Prospective Client and that individual predating the introduction.
If the Prospective Client breaches clause 4.2 in respect of a Reference, it shall pay the Company the Liquidated Sum for that Reference on written demand, save that where the parties have signed a Framework Agreement whose non-circumvention provisions apply to the expert behind that Reference, those provisions apply in place of this clause 4.
5 Data protection
Each party shall process personal data received from the other, limited to contact and business details of the other's personnel, only for the Purpose and in accordance with applicable data protection law.
The Prospective Client shall not retain any Capability Profile beyond the Retention Period, and shall not add any Capability Profile, Reference or information derived from either to any internal database, expert list or similar record.
6 Term, supersession and survival
The Terms start on the Effective Date and continue for the Term, unless earlier superseded: a Framework Agreement supersedes the Terms from its signature, except clauses 3 and 4, which survive and run continuously from the Effective Date.
On expiry of the Term, clause 3 survives for the Confidentiality Period and clause 4 survives until the end of the last Non-Circumvention Period.
7 General
The Terms are the entire agreement between the parties for their subject matter, and grant neither party any right or licence in the other's information or materials beyond use for the Purpose; nothing limits liability for fraud.
The Terms may be signed electronically and in counterparts, which together form one agreement, and may be varied only in writing signed by both parties. A notice under the Terms must be in writing, which includes email to the address or email address stated for the receiving party on the Cover Page.
8 Governing law and jurisdiction
The Terms and any non-contractual obligation arising out of or in connection with them are governed by the law of England and Wales.
The courts of England and Wales have exclusive jurisdiction over any dispute arising out of or in connection with the Terms, including any non-contractual dispute.
Damages alone would not adequately remedy a breach of clause 3 or clause 4; either party may seek interim or injunctive relief for a breach or threatened breach in any court of competent jurisdiction at any time, without proof of special damage, and clause 8.2 does not limit that right.