Every version that has been published, oldest first, with what changed between each pair and why. Every version remains readable at a permanent address.
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.
Our first Pre-Engagement Terms carried a non-circumvention clause: for twelve months after an introduction the prospective Client could not approach, engage or pay the expert except through us, with a liquidated sum for breach. A prospective Client declined to sign because of it. We removed non-circumvention from these terms and from the Client and Expert agreements before any of them was signed. What remains in clause 4 is narrower: a Client may not use our materials to find an expert whose name we have not released.
A restriction on who a Client may work with after an engagement served neither Clients nor Experts; the structure, not a restraint, is what holds the two sides apart.
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.
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.
For each Reference, for as long as the Company has not disclosed the identity of the individual behind it, the Prospective Client shall not identify or attempt to identify that individual, and shall not use any Introduction Notice or Capability Profile to approach or contact that individual 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.
Clause 4.2 does not restrict the Prospective Client in respect of an individual whose identity it already knows independently of the Terms, or in its dealings with any person it identifies without using information received under the Terms.
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.
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.
On expiry of the Term, clause 3 survives for the Confidentiality Period and clause 4 survives for the same period.
- 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