Cover Heading

Dates and Parties

DATED:	{$DATE}

BETWEEN:	{$CLIENT_NAME} ABN {$CLIENT_ABN} of {$CLIENT_ADDRESS}, Australia (the “Client");

AND:	Sky Discovery UK Ltd of Level 17, Dashwood House, 69 Old Broad St, London, EC2M 1QS. (the “Contractor")

Definitions

Effective Date : shall mean the date of this agreement

Controller, Processor, Data Subject, Personal Data, Personal Data Breach, processing (and process and processed shall be interpreted accordingly), special categories of personal data, supervisory authority and appropriate technical and organisational measures: shall be as defined in the UK Data Protection Legislation.

UK Data Protection Legislation: the UK Data Protection Legislation relating to personal data and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of Personal Data (including, without limitation, the privacy of electronic communications) and the guidance and codes of practice issued by the relevant data protection or supervisory authority and applicable to a party. This includes all applicable data protection and privacy legislation in force from time to time in the UK including the Data Protection Act 2018 and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended.

Hosted Review Software : shall mean the e-discovery software for managing large volumes of electronic evidence during litigation or investigations

Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

Whereas

The Client has [brief description of the matter]. The Client has requested support with the following services, namely: consulting around the use of analytics to maximise reviewer time; the hosting of documents; the initial setup of hosting solution and training of stakeholders and on-going consulting services as requested.

The Contractor is a litigation support provider specialising in premium project management and consulting expertise, electronic discovery processing and Hosted Review Software.

The Parties hereby agree as follows:

Terms & Conditions

The Appointment

The Client by this agreement (the “Agreement”) engages the Contractor to perform the services (the “Services”) for Project [Project Name] (the “Project”), both more fully described in Error! Reference source not found. of the Schedule and the Contractor has agreed to perform the Services for the Client at the rates also set out in Error! Reference source not found.. These rates will constitute the “Contractor’s Fees” (see also Error! Reference source not found. of the Schedule) on the terms set out in this Agreement.

This Agreement also grants to the Client: an end-user, non-exclusive, non-transferable, non-sublicensable, license (the “License”) for use of the Hosted Review Software by the Contractor commencing on the Date of this Agreement until termination as provided in this Agreement, on and subject to all terms of this Agreement.

This Agreement shall be governed by and construed in accordance with English law and each party agrees to submit to the exclusive jurisdiction of the courts of England and Wales in the event any Disputes (as defined at Clause 19.1 below) is unable to be resolved in accordance with clause Error! Reference source not found. below.

The Price and Payment

The Client has agreed to pay the Contractor the Contractor’s Fees at the times set out in Error! Reference source not found. of the Schedule.

In respect of the Contractor’s Fees, the Contractor will issue a tax invoice for the Services setting out the Services performed, the date they were performed and by whom. The tax invoice will also separately identify all expenses and any VAT payable.

The tax invoice will be issued by the Contractor at the times set out in Item Four of the Schedule prior to the due date for payment of the Contractor’s Fees or any instalment thereof as so invoiced or the instalment (which is due) as set out in the tax invoice. Notwithstanding anything else the Client is not obliged to pay at the time set out in Item Four of the Schedule unless the Contractor has provided a tax invoice in proper form for the Contractor’s Fees or any instalment thereof.

The method of payment of the Contractor’s Fees is as set out in Item Five of the Schedule.

Hosting fees are calculated on peak usage per calendar month (or part thereof). Hosting volume is measured in gigabytes (GB), this includes native files and images accessible by the application, indexes, the used portion of the SQL database (i.e. MDF).

International Partners

The Contractor offers a truly global service utilising partners and Sub-contractors. The Contractor’s Partner Corporation, Sky Discovery Pty Ltd ( “Partner Corporation”), has locations in Sydney, Melbourne and Chandigarh, India along with a growing international network of Suppliers and Sub-contractors that are at the disposal of the Contractor.

All Client Data is hosted on UK based servers in AWS London.

All Services are completed on UK based servers via remote or direct access. No Data shall be transferred from UK based servers outside of the UK. The Contractor shall comply with all applicable requirements of UK Data Protection Legislation.

Data hosted on UK servers may be accessed by a Partner Corporation for the purposes of performing the services under this Agreement as the partners have implemented the appropriate measures to protect client data consistent with, and executed using, the European Commission Standard Contractual Clauses.

The Contractor shall procure that each Partner Corporation and Subcontractor who performs, or is to perform, the Services shall comply with the Terms of this Agreement including Confidentiality, Security, Intellectual Property and all like practices involving Customer Data (including Relevant Personal Data) as if they were the Contractor.

Time and Acceptance

The Contractor will provide an estimated completion time for all lodged tasks. While the Contractor shall endeavour to meet all reasonably proposed timelines, the Contractor will not guarantee completion of individual Service requests pursuant to Client proposed deadlines. If the Contractor foresees a possible issue with a proposed deadline the Contractor will contact the Client to discuss the best option for proceeding.

If an event occurs that is beyond the reasonable control of the Contractor which prevents the Contractor from performing the Services pursuant to an agreed upon timeline, the Contractor will immediately notify the Client in writing with the details of the event and give an estimate of the time for completion of the Services and in those circumstances unless the Client may suffer material damage by such delay the Contractor will be entitled to a reasonable extension to complete the Services. These events include:

scheduled downtimes for maintenance and updates;

acts or omissions by the Client or end-user;

behaviour of Client or end-user equipment, facilities or applications;

faults in Client or end-user equipment or software;

damages due to external causes, e.g. vandalism, theft, terrorism, etc.;

downtimes due to technical or other problems not caused by the Contractor (caused by third parties etc.) including a failure of service by an internet service provider or other utility service;

Acts of God and any other situations beyond the control of the Contractor

Processing unstructured data that leads to technical challenges. Unstructured data is information that either does not have a pre-defined data model or is not organized in a pre-defined manner. When processing unstructured data, unexpected outcomes can occur which may slow down the process or prevent the extraction process from completing. Provided the Contractor has complied with its obligations in Clause 4.2, it shall have no liability to the Client under this Agreement if it is prevented from or delayed in performing its obligations under this Agreement, or from carrying on its business, by an event that is beyond the reasonable control including those specified in Clause 4.2 and including where such an event affects a Partner.

Where any circumstances cause delay as per Clause 4.2 if the Client is of the opinion that the delay may cause the Client loss or damage then the Client may by written notice to the Contractor terminate the Agreement in which event the Client has no obligation or liability to pay for any uncompleted Services but must pay for all Services completed up to the date of termination. Upon written request from Client at the time of Termination all Client data may be:

deleted, or

Archived at standard applicable Archival rates (see also Clause Error! Reference source not found.).

Variation to the Services

The Client may require a variation (the “Variation”) to the Services. Any request must be in writing setting out full details of such Variation. The Contractor will provide a quotation for performing the Services as varied noting which additional sum will be added to the Price if accepted by the Client. If the Client does not accept the quotation, the Contractor is not obliged to carry out the Variation. If the Client accepts the quotation for the Variation, the Contractor will verify the acceptance in writing.

The Client must pay for the Variation in the manner and at the time set out in Item Three and Item Four of the Schedule.

Workplace Health and Safety

The Client must ensure that if the Services are to be performed on the Client’s property that at all times the property is safe and that all facilities provided by the Client to the Contractor for the purposes of enabling the Services to be performed are also safe.

The Contractor will ensure that at all times in performing the Services it uses safe and proper procedures and practices and that all its employees, sub-contractors or agents are properly trained and supervised and observe all proper safety practices. Where protective equipment, materials or clothing are required these will be provided by the Contractor and the Contractor will ensure that these are used at all relevant times.

Breach by Contractor

If the Contractor breaches any of its contractual obligations under the Agreement and fails to remedy that breach promptly and in any event within 14 days, then the Client may by written notice to the Contractor terminate the Agreement.

Upon termination of the Agreement the Client must pay the Contractor all undisputed fees for the Services undertaken to that date (the date of termination).

Where the Contractor fails to perform the Services properly to the standard required in the Agreement then the Client is entitled to claim all damages, loss and compensation which directly are a consequence of the Contractor’s failure to perform the Services properly up to a maximum of the total amount of the contractor’s fees.

Breach by the Client

If the Client fails to pay the whole or any part of the Contractor’s Fees without reasonable and lawful excuse, the Contractor may at the Contractor’s absolute discretion:

suspend the performance of the Services until the Contractor’s Fees then outstanding are paid and/or;

serve a written notice on the Client requiring the outstanding amount of the Contractor’s Fees to be paid within 7 days and if not so paid by written notice terminate the Agreement and/or;

sue the Client for the outstanding Contractor’s Fees as a debt immediately due and owing.

Confidentiality, Security and Multi-Party Management

The Client undertakes to keep all information which the Client acquires from the Contractor or about the Contractor strictly private and confidential and must not disclose that information to any person without the Contractor’s prior written consent. Nothing in this clause prevents the Client from fully using and enjoying the Services.

The Contractor, its employees, Partners and Sub-contractors (see Clause 13.1d) undertake to keep all information which the Contractor acquires from the Client or about the Client’s business, or clients thereof as well as the Relevant Personal Data strictly private and confidential and will not disclose that information to any person without the Client’s prior written consent. The Contractor will not use any such confidential information so acquired except for the proper purpose of performing and providing the Services.

The Contractor undertakes all security measures encompassed within its use of Amazon Web Services “AWS”. All data copied to AWS remains the property of the Client at all times and is not owned by the Contractor or AWS at any point. All data shall be held within UK based servers with multi server redundancy. All access traffic shall be logged and all data shall be encrypted behind firewalled security.

Upon the signing of this Agreement, the Contractor shall complete the Multi-Party Engagement Check for all projects with cost proposals in excess of £10,000. For every new project that meets the required standard the Contractor shall check their register of active projects, if the Contractor is engaged by another party within the matter, the Contractor shall notify all Clients with the Multi-Party Management Policy implemented for the ongoing project. The requirements under Clause 9.4 will not apply to projects proposed to be under the revenue threshold; however, upon a request in writing by the Client, the Contractor will perform the Multi-Party Engagement Check. Upon completion of the check, if the Contractor is engaged by multiple parties the Contractor will notify the parties with the Multi-Party Management Policy moving forward.

All employees of the Contractor undergo regular data security training provided by the Contractor or by another suitably qualified entity which includes training on data security and confidentiality relating to the business of the Client, the Relevant Personal Data and the scope of the Contractor’s authority as agent. There are written records of these training sessions.

The Contractor is to be bound and comply with all the Client’s policies relating to Data Protection, Confidentiality, as amended from time to time and provided upon request.

Intellectual Property

If the Services involve the creation of any intellectual property including any copyrightable materials or works then unless otherwise expressly agreed in writing or otherwise set out in the Schedule, the Parties acknowledge:

All information and intellectual property rights developed by the Contactor in performing the services under the Agreement which contain or are comprised in, or in any way use the Client’s confidential information, will belong to the Client. The Contractor assigns and agrees to assign all such intellectual property rights (including without limitation all future copyright) to the Client. The Contractor agrees to execute such further documents and do all such further acts and things as the Client may reasonably request in order to vest those rights in the Client.

If, in performing the services under the Agreement, the Contactor develops intellectual property rights which do not contain and are not comprised in or in any way use the Client’s confidential information, but which relate to the services provided by the Contractor (such as, but not limited to, systems, processes or software), such intellectual property rights will belong to the Contractor.

Notwithstanding clause 10.1, provided the Client has paid the Contractor’s Fees in full, the Client will have a perpetual non-exclusive licence to use the Contractor’s intellectual property but only to the extent that such use is reasonably necessary to enable the Client to enjoy the Services.

Subject to 10.2, where the Contractor uses the Contractor’s intellectual property to carry out or produce or deliver the Services, nothing herein gives the Client any interest, right or title in the Contractor’s intellectual property.

Where the Client provides access to the Contractor to the Client’s intellectual property, nothing in the Agreement gives the Contractor any interest in the Client’s intellectual property and the Contractor will only use the Client’s intellectual property for the proper performance of the Services.

System Availability Service Levels

The Contractor warrants an average monthly availability of 97%, to be measured by availability 24 hours a day, seven (7) says a week.. For the calculation of the availability, downtimes will be accounted for in full minutes.

If in the middle of the month the service level as defined above is not met and Sky Discovery is at fault for said shortfall, the Client may deduct 0.5% of their monthly Fees on the following basis:

Monthly Fees include used Authorised Client User licenses leading up to and including the time of the outage;

Client must report a fault within 24 hours of the service outage;

The Contractor service assurance does not cover service difficulties caused by;

scheduled downtimes for maintenance and updates;

acts or omissions by the Client or end-user;

behaviour of Client or end-user equipment, facilities or applications;

faults in Client or end-user equipment or software;

damages due to external causes, e.g. vandalism, theft, terrorism, etc.;

downtimes due to technical or other problems not caused by the Contractor (caused by third parties etc.) including a failure of service by an internet service provider or other utility service; or

Acts of God and any other situations beyond the control of the Contractor.

Disputes about downtime and system availability shall be addressed by the Project Manager, and shall be escalated to the Contractor’s Board of Directors as needed.

Limitation and Exclusion of Warranty and Liability

The Contractor warrants to the Client that all the Services it performs will be fit for their intended purpose, will be capable of being used by the Client for their intended purpose and will perform in accordance within their applicable specifications (if any).

All Statutory Warranties that can be lawfully excluded are hereby expressly excluded.

The onus is on the Client to review all material (including material prepared for disclosure purposes) provided or prepared by the Contractor before the material is passed to any third party. The Client is solely responsible for the content once it has been given to the Client, and the Contractor shall not be held liable for any loss incurred by the Client or any other party resulting from any confidential, privileged, inaccurate or any other type of information given to a third party after the Client has been given the material.

The Contractor shall not be held liable for any loss incurred as a result of a breach of any of the Client’s security services once any material has been received by the Client.

Whenever possible the Contractor suggests data to be transmitted via secure FTP or similar method. As per Clause 12.4. The Contractor shall not be held liable for security breach of the Client’s network.

Save for circumstances expressly governed by Clause15.9; where the Services are not compliant with Clause 12.1 then the liability of the Contractor is limited to, at the discretion of the Contractor:

the supplying of the Services again; or

the payment of the costs of having the Services supplied again.

Save as expressly stated in Clause 12.8:

the Contractor shall not in any circumstances have any liability for any losses or damages which may be suffered by the Client (or any person claiming under or through the Client), whether the same are suffered directly or indirectly or are immediate or consequential, and whether the same arise in contract, tort (including negligence) or otherwise howsoever, which fall within any of the following categories:

special damage even if the Contractor was aware of the circumstances in which such special damage could arise;

loss of profits;

loss of anticipated savings;

loss of business opportunity; and

loss of goodwill;

the total liability of the Contractor, whether in contract, tort (including negligence) or otherwise and whether in connection with this the loss, destruction or damage to tangible property (unless arising from the Contractor’s designs, plans, specifications, formulae, directions or advice), land, buildings or vehicles shall in no circumstances exceed the amount of the Contractor’s Fees;

subject to Clause 12.7b, the total liability of the Contractor, whether in contract, tort (including negligence) or otherwise and whether in connection with this agreement, shall in no circumstances exceed £5,000,000 which is the amount of insurance cover the Contractor has obtained in respect of its own legal liability for individual claims.

The limitations in Clauses 12.7b and 12.7c reflect the insurance cover the Contractor has been able to arrange (and exclusions from it) at a commercially viable price and the Client is responsible for making its own arrangements for the insurance of any excess loss.

The exclusions in this Clause Error! Reference source not found. shall apply to the fullest extent permissible at law, but the Contractor does not exclude liability for:

death or personal injury caused by the negligence of the Contractor, its officers, employees, Partners, Subcontractors or agents;

fraud or fraudulent misrepresentation;

breach of the obligations implied by section 2 of the Supply of Goods and Services Act 1982; or

any other liability which may not be excluded by law.

Sub Contracting

The Contractor may use sub-contractors to provide any of the Services (including, but not limited to; data hosting and the processing of Relevant Personal Data). In such circumstances, it will be the responsibility of the Contractor to ensure that:

the sub-contractors so engaged are suitably qualified, hold all necessary licences, and are otherwise able to perform the Services in a proper and workman-like manner;

the sub-contractors so engaged do not by act or omission do or not do anything that would if done or not done by the Contractor be a breach any of the terms of this Agreement;

the sub-contractors so engaged have current or necessary insurances.

the sub-contractors are bound to the same confidentiality provisions set out in Clause 9.2 and the data protection requirements set out in Clause Error! Reference source not found..

The Contractor is solely responsible for all fees payable to sub-contractors.

The limitations and exclusions of warranty and liability of the Contractor in this Agreement (Clause Error! Reference source not found.) apply as if references to the Contractor included references to sub-contractors of the Contractor, so that:

In case of an exclusion, the exclusion also applies to any liability to the Client of any sub-contractor of the Contractor; and

In the case of a limitation, the aggregate liability of the Contractor and its sub-contractors to the Client is limited to the relevant amount.

As the sub-contractors of the Contractor are not parties to the Agreement, the benefit of the provisions of the clause is held by the Contractor both in its own right and as trustee for each sub-contractor of the Contractor.

In providing the Services, the Contractor shall and shall procure that its employees, and sub-contractors shall use all reasonable skill, care and expertise expected of a professional provider of specialised premium project management and consulting expertise, electronic discovery processing and Hosted Review Software, in a regulated environment and act in a competent, professional, timely and efficient manner and are subject to the terms & conditions entered into between the Contractor and sub-contractor.

Termination

Notwithstanding any other avenues for termination in this Agreement, the Client may unilaterally terminate the Agreement at any time before the conclusion of the Project provided the Client has given written notice to the Contractor.

Upon the conclusion of this Project the Client acknowledges that the Contractor will permanently delete all Client documents and project related data from the Contractors servers at the Client’s request or after 60 days, whichever is the earliest.

Note that upon Termination, any Archival requests will be charged accordingly and added as part of the Contractor’s Fees; as cited in Item One, and an archive will not be provided until all outstanding invoices are paid in full.

Further Particulars Concerning Customer Data

Both parties will comply with all applicable requirements of UK Data Protection Legislation. This Clause 15.1 is in addition to, and does not relieve, remove or replace, a party's obligations or rights under UK Data Protection Legislation. In this Clause Error! Reference source not found., Applicable Laws means (for so long as and to the extent that they apply to the Contractor) the UK Data Protection Legislation and any other law that applies in the UK.

Each Party confirms that they hold, and for the duration of the Term of the Agreement will maintain, all registrations and notifications required in terms of UK Data Protection Legislation which are appropriate to their performance of their obligations under this Agreement.

The Contractor will only process Personal Data collected from Client or transferred from Client to Contractor in the provision of the Services (“Relevant Personal Data”) in accordance with Client’s documented written instructions unless the Contractor is required by Applicable Laws to otherwise process the Relevant Personal Data. The Schedule sets out the scope, nature and purpose of processing by the Contractor, the duration of the processing and the types of Personal Data, the categories of Data Subject and the documented written instructions of the Client.

Each Party acknowledges that for the purposes of UK Data Protection Legislation, in relation to Relevant Personal Data, the Client is the Controller and the Contractor is the Processor. Without prejudice to the generality of the previous sentence, the Client will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the Relevant Personal Data to the Contractor and/or lawful collection of the Relevant Personal Data by the Contractor on behalf of the Client for the duration and purposes of this Agreement.

Subject to this Clause Error! Reference source not found., Relevant Personal Data and any Intellectual Property therein, shall (as between the parties) be deemed to belong to the Client and shall be processed by the Contractor at the Client’s discretion.

The Contractor warrants, acting as Processor in respect of Relevant Personal Data:

that it will store all Relevant Personal Data in a secure area of their electronic database and ensure that no employee, agent or other third party has access to such Relevant Personal Data other than the Contractor, its employees, its Partners or sub-contractors;

that it will, destroy all copies of Relevant Personal Data on instruction from the Client and at the latest within 90 days of the conclusion of the Project;

that it has and will have appropriate technical and organisation measures in place to protect any Relevant Personal Data, against unauthorised or unlawful processing and disclosure of Relevant Personal Data; and against accidental lost or destruction of, or damage to, the Relevant Personal Data appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures; and

it shall entrust the processing of Relevant Personal Data only to such employees and sub-contractors who have been trained on data protection security and confidentiality requirements and have undertaken to comply with data confidentiality requirements during and after their activities for the Client;

it shall ensure a record is maintained of which employees and sub-contractors have access to Relevant Personal Data;

it shall maintain complete and accurate records and information to demonstrate its compliance with this Clause Error! Reference source not found.;

that it will, at the Client’s cost, take all reasonable steps, where a Data Subject exercises their rights under UK Data Protection Legislation in regard to Relevant Personal Data (including by way of submitting a Subject Access Request to the Client) or where the Client is otherwise required to deal or comply with any assessment, enquiry, notice or investigation by a supervisory authority, to co-operate as reasonably requested by the Client to enable the Client to comply with all of its obligations which arise as a result of the exercise of such rights or as a result of such Subject Access Request, assessment, enquiry, notice or investigation;

that it will, at the Client’s cost, take all reasonable steps to assist the Client in ensuring compliance with its obligations under the UK Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;

not to transfer any Relevant Personal Data outside of the UK and, save as provided in Clause Error! Reference source not found., not to allow access to it from outside the UK.

The Contractor shall ensure, if requested by the Client, that data transferred between the Client and the Contractor (and vice versa) is encrypted to a standard appropriate to the sensitivity of the Relevant Personal Data concerned. The Client also acknowledges as per Clause 12.5 fees will apply for encrypted transfer.

The Contractor shall actively monitor its compliance with this Clause Error! Reference source not found. and inform the Client as soon as reasonably practicable if at any time there is a breach of the terms of this Agreement and without undue delay if it becomes aware of a Personal Data Breach in respect of any Relevant Personal Data. Client requires and Contractor agrees to both, by itself or with the assistance of third parties, immediately commence a forensic investigation of the security incident and take appropriate remedial steps to minimise the harm to the Client or the Relevant Personal Data

Upon reasonable request from the Client, the Contractor will provide written details of its current technical and organisational measures used to prevent unlawful or authorised processing of Relevant Personal Data, and to prevent accidental loss or destruction of or damage to personal data, including but not limited to:

Taking measures to prevent unauthorised access to and use of Relevant Personal Data;

Taking measures to prevent unauthorised reading, copying, modification and/or deletion of Relevant Personal Data during electronic transmission and/or storage;

Taking measures to prevent transfer of Relevant Personal Data to any unauthorised person/entity;

Taking measures to ensure that Relevant Personal Data remains available and is not accidentally destroyed or lost;

Taking measures to ensure that Relevant Personal Data from the Client can be processed using logical separation from Relevant Personal Data from other customers of the Contractor;

The Contractor will provide any representative of the Client and/or the SRA, on reasonable notice, relevant access and required resources to facilitate an audit or inspection of the Contractor’s technical and organisation measures. The Client and/or the SRA shall have the right to audit the Contractor not more than 4 times in a 12-month period, or at any time in the event of an emergency (including a Personal Data Breach) or breach of this Agreement. The Client undertakes to keep confidential any Confidential Information of the Contractors of which it becomes aware when carrying out inspections or audits.

Contractor shall also conduct periodic reviews on the fulfilment and execution of its obligations in this Clause Error! Reference source not found. and if necessary adjust its policies, technical and organisational measures to ensure such compliance.

In the event of the termination of this Agreement, the Contractor will, upon request, immediately cease processing any Relevant Personal Data on the Client’s behalf; and

The provisions of Clause Error! Reference source not found. of this Agreement will survive the termination of this Agreement for as long as the Contractor retains any of Relevant Personal Data received from the Client.

Disputes

Any dispute arising out of or in connection with this agreement (a Dispute) shall be referred by either party first to:

in the case of a dispute referred by the Client, the UK Director, currently Martin Flavell (mflavell@skydiscovery.co.uk); and

in the case of a dispute referred by the Contractor, the Authorised Client Lead (as identified on the Project Communication Details set out below), for resolution.

If the Dispute cannot be resolved by the persons referred to in Clauses 16.1(a) and (b) above within ten Business Days after the Dispute has been referred, either party may give written notice to the other party that a Dispute has arisen (the Notice) within ten Business Days. Within five Business Days after the date of the Notice, the Dispute shall be referred to the UK Director of the Contractor and Authorised Client Lead of the Client for resolution; Contractor shall be responsible for the joint referral. If the Dispute is not resolved by agreement in writing between the parties within ten Business Days after the date of the joint referral, the Dispute shall be resolved in accordance with the remaining provisions of this Clause 16 (Disputes).

A Dispute not resolved pursuant to Clause 16.2 above may at the written request of the Contractor or Client be referred to mediation. Any reference to mediation shall be made in accordance with the procedures of the Centre for Effective Dispute Resolution (CEDR) in London. The mediation shall be conducted by a single mediator appointed by the parties or, if the parties to the dispute are unable to agree on the identity of the mediator within 21 days after the date of the request that the Dispute be resolved by mediation, or if the person appointed is unable or unwilling to act, the mediator shall be appointed by the CEDR on the application of either party. The mediation shall be conducted in London in English. Mediation is without prejudice to the rights of the parties in any future proceedings. The costs of the mediation, including the fees and expenses of the mediator shall be borne equally by the parties.

This Clause 16 (Disputes) and Clause 1.3 (Governing Law and Jurisdiction) are without prejudice to either party’s right to seek interim relief (such as an injunction) against the other party through the English courts to protect its rights and interests, or to enforce the obligations of the other party.

Compliance with Anti-Slavery and Human Trafficking Laws

In performing its obligations under this Agreement, the Contractor shall:

comply with all applicable anti-slavery and human trafficking laws, statutes, regulations and codes from time to time in force, including, but not limited to, the Modern Slavery Act 2015;

have and maintain throughout the Term its own policies and procedures to ensure its compliance;

not engage in any activity, practice or conduct that would constitute an offence under section 1, 2 or 4 of the Modern Slavery Act 2015 if such activity, practice or conduct were carried out in the United Kingdom; and

include in its contracts with its Partner, sub-contractors and suppliers anti-slavery and human trafficking provisions that are at least as onerous as those set out in this Clause 17.1.

The Contractor represents and warrants that as at the Commencement Date:

none of the Contractor's Partner’s or sub-contractors’ directors, employees or any persons associated with the Contractor:

has been convicted of any offence involving slavery and human trafficking; or

has been or is the subject of any investigation, inquiry or enforcement proceedings by any governmental, administrative or regulatory body regarding any offence or alleged offence of or in connection with slavery and human trafficking.

The Contractor shall implement appropriate due diligence procedures for its Partners, sub-contractors and suppliers to ensure that there is no slavery or human trafficking in its supply chains.

The Contractor shall notify the Client as soon as it becomes aware of any actual or suspected slavery or human trafficking in a supply chain which has a connection with this Agreement.

The Contractor acknowledges that any breach of this Clause 17 shall represent a material breach of this Agreement.

Anti-Bribery, Anti-Corruption and Anti-Fraud

The Contractor represents and warrants to the Customer that:

the Contractor, its employees and all persons associated with the Contractor, are in compliance with, and shall comply with, all Applicable Laws relating to corruption, bribery, ethical business conduct, money laundering, political contributions, gifts and gratuities, lawful expenses, fraud and taxation (including, without limitation, the UK Bribery Act 2010, US Foreign Corrupt Practices Act 1977 and the UK Criminal Finances Act 2017 (as amended));

the Contractor, its employees and all persons associated with the Contractor :

have not directly or indirectly paid, offered or promised to pay, or authorised the payment of, or requested, accepted or agreed to accept; and

will not directly or indirectly pay, offer or promise to pay or authorise the payment of, or request, accept or agree to accept, any money or anything of value to or from any person (including, without limitation, any Government or Public Official) for the purpose of influencing or inducing any act or decision of such person or the Contractor to secure any improper advantage or to obtain or retain business in connection with any of the Contractor's activities under this Agreement (any such payment, a prohibited payment). In this Clause 18, Government or Public Official means any:

officer or employee of a government or any department, agency or instrumentality thereof;

person acting in an official capacity on behalf of a government;

officials or employees of government-owned or government-controlled corporations;

political party, political party official or candidate for political office;

officer or employee of any public international organisation;

members of any royal family;

honorary government officials; and

any relatives or family members of any of the foregoing;

none of the Contractor's directors, employees or any persons associated with the Contractor:

is a Government or Public Official;

was a Government or Public Official at any time during the 90-day period prior to the signing of this Agreement; or

will become a Government or Public Official during the term of this Agreement without the prior written approval of the Customer;

the Contractor, its employees and all persons associated with the Contractor shall not undertake activities which constitutes Tax Evasion or the Facilitation of Tax Evasion. In this Clause 18 Tax Evasion means:

the commission of an offence under the laws of the United Kingdom involving:

cheating the public revenue; or

being knowingly concerned in, or taking steps with a view to, the fraudulent evasion of a tax; and

any other similar offence in any jurisdiction; and

the Facilitation of Tax Evasion means:

being knowingly involved in, or taking steps with a view to, the fraudulent evasion of tax by another person; or

assisting in or encouraging the commission of a United Kingdom Tax Evasion offence;

the Contractor shall implement appropriate due diligence procedures for its Subcontractors and Contractors to ensure that there is no Facilitation of Tax Evasion in its supply chains; and

the Contractor has and shall maintain appropriate anti-bribery, anti-corruption, anti-fraud and anti-tax evasion and facilitation of tax evasion policies and will abide by the provisions of those policies and will procure that its employees, and any persons associated with the Contractor, abide by those policies.

Any permitted sub-contract shall impose on and secure from the sub-contractor obligations, liabilities, undertakings, warranties, acknowledgements and grants of rights (including termination rights in the event of breach) equivalent to those imposed on and secured from the Contractor under this Clause 18 (Relevant Terms and Conditions). Without prejudice to any other applicable provisions of this Agreement, the Contractor shall be responsible for performance and observance by the permitted sub-contractor of the Relevant Terms and Conditions and shall be directly liable to the Customer for any breach by the sub-contractor of the Relevant Terms and Conditions.

The Contractor will promptly notify the Customer in writing if, at any time during the Term:

the Contractor would not be able to repeat the representations and warranties in Clause 18.1 above; or

it becomes aware of any breach of the Relevant Terms and Conditions by any permitted sub-contractor; or

it receives any request or demand from any Third Party for any undue financial or other advantage of any kind in connection with the performance of this Agreement; or

it becomes aware of any actual or suspected Tax Evasion or Facilitation of Tax Evasion in any of its supply chains.

The Contractor acknowledges that any breach of any of the representations and warranties in Clause 18.1 above, or any breach by any permitted sub-contractor of the Relevant Terms and Conditions, shall represent a material breach of this Agreement. All claims for payment by the Contractor shall be automatically terminated and cancelled and all payments previously paid shall be forthwith returned to the Customer by the Contractor. The Contractor shall further indemnify and hold the Customer harmless against any and all claims, losses and damages arising from or related to such breach or cancellation of this Agreement, or both.

The Contractor shall keep detailed, accurate and up-to-date records showing all payments made by it in connection with performing its obligations under this Agreement. The Contractor shall, upon reasonable notice, allow the Customer and its representatives to inspect these records and take copies of them.

Waiver

The waiver by either Party of a breach, default, delay or omission of any of the provisions of the Agreement by the other party will not be construed as a waiver of any subsequent breach of the same or other provisions.

Drafting Disadvantage

Nothing in this Agreement is to be construed to the disadvantage of a party because that party was responsible for the preparation of this Agreement or any relevant clause in this Agreement.

Execution Page

EXECUTED BY THE PARTIES on the date first mentioned.

SIGNED BY [Client Company Name]	Partner Print Name:

SIGNED BY Sky Discovery UK Ltd	Director Print Name:

Schedule

Item One	SCOPE OF WORK AND SERVICES

The Contractor will provide the Client the following Services (Hardcopy services, Collection, Processing, Review and Archiving) at the rates specified.

Item Two	PROCESSING, PERSONAL DATA AND DATA SUBJECTS

Processing by the Contractor

Scope: The Contractor will be processing data (including Personal Data) on behalf of the Client for the purposes of handling and assessing litigation in relation to the matter outlined in this Agreement.

Nature: Relevant Personal Data will be collated and processed on the Contractor’s servers and hosted on a secure online platform which can only be accessed by named users who are authorised by the Client. The online platform will allow the Client to perform legal review and analysis of these documents and the Contractor to assist with preparation of disclosure material for the relevant litigation.

Purpose of processing: To allow the Client to fulfil its duties in relation to disclosure for the relevant litigation comprehensively and efficiently and to perform legal review and analysis to assess its position and assist with decision-making.

Duration of the processing: Relevant Personal Data shall be held on the Contractor’s servers for the duration of the Project and then held and deleted in accordance with Clauses Error! Reference source not found. and 1.1b.

Types of Personal Data

The nature and extent of the processing is likely to mean that a wide variety of types of Personal Data are to be processed. At least, these are likely to include names, contact information, job titles and roles, activities, decisions, involvement in and association with the dispute the subject of the relevant dispute and/or litigation, and communications and correspondence. [CLIENT TO AMEND AS NECESSARY]

Categories of Data Subject:

Personnel of the Client and other parties to or associated with the relevant litigation and other individuals involved in or associated with the dispute the subject of the relevant litigation. [CLIENT TO ADD TO AS NECESSARY]

Item Three	CONTRACTOR’S FEES

The Contractor shall be entitled to be paid a total sum for services derived from the list of services and rates listed in Error! Reference source not found. as Contractor Fees

Item Four	TIMES OF PAYMENT OF CONTRACTOR’S FEES

Within 30 days of receiving the Contractor's invoice. After 30 days the balance of Contractor’s Fees shall be deemed Overdue.

Item Five	METHOD OF PAYMENT

The Client and the Contractor have agreed to the following terms of payment:

The Client will pay the Contractor the Contractor Fees on a monthly basis subject to first receiving a Tax Invoice for those monthly payments.

Payment will be paid via direct bank transfer, or any other method agreed upon in writing by the parties:

Account number: (Supplied upon execution)

Sort code: (Supplied upon execution)

Project Communication Details

Sky Discovery Project Manager:	Name: Position: Email: Phone Number: Mobile:
Authorised Client Lead Contact:	Name: Position: Email: Phone Number: Mobile:
Authorised Client Financial Representative:	Name: Position: Email: Phone Number: Mobile:
Other Client Authorised Contacts:	Name: Name: Name: Name: Name:

Important information about your estimate.

Terms & Conditions

The Appointment

The Client by this agreement (the “Agreement”) engages the Contractor to perform the services (the “Services”) for Project PROJECT NAME (the “Project”) described in Item One of the Schedule and the Contractor has agreed to perform the Services for the Client at the rates also set out in Item One. These rates will constitute the “Contractor’s Fees” on terms set out in this Agreement (see also Item Two of the Schedule).

This Agreement also grants to the Client: an end-user, non-exclusive, non-transferable, non-sublicensable, licence (the “Licence”) for use of the Relativity review platform.

The Price, Payment and Variations

The Client has agreed to pay the Contractor the Contractor’s Fees pursuant to the conditions set out in Item Three of the Schedule.

The Tax Invoice will be issued by the Contractor at least 30 days prior to the due date for payment of the Contractor’s Fees or any instalment thereof as so invoiced or the instalment (which is due) as set out in the tax invoice. Notwithstanding anything else the Client is not obliged to pay at the time set out in Item Three of the Schedule unless the Contractor has provided a tax invoice in proper form for the Contractor’s Fees or any instalment thereof.

Equipment and Materials

The Contractor will provide or sub-contract all equipment and all materials as may be necessary to perform the Services other than the materials described in Item Five of the Schedule.

The Client agrees with the Contractor that the Client will pay for all the materials described in Item Five of the Schedule at the times set out in Item Three.

Time and Acceptance

While the Contractor shall endeavour to meet all reasonably proposed timelines, the Contractor will not guarantee completion of individual Service requests pursuant to Client proposed deadlines. If the Contractor foresees a possible issue with a proposed deadline the Contractor will contact the Client to discuss the best option for proceeding.

The Contractor may use sub-contractors to provide any of the Services. In such circumstances, it will be the responsibility of the Contractor to ensure that:

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