FSA /IA/CP

INDUCEMENT AGREEMENT (IA)
SOLICITORS/FIRMS, CAN OFFER INDUCEMENTS [TO POTENTIAL CLIENTS], EXCEPT IN PERSONAL INJURY CASES…. IN ALL OTHER CASES: be aware of situations which could lead to a a COI, unless the implications have been properly explained to the client who has then made an informed decision to instruct you and accept the inducement. These include:
  • clients being asked to return an inducement or give up any entitlement to benefit from it, if your retainer with them ends prematurely;
  • inducements being taken back if the client makes a complaint about your service to you or to the Legal Ombudsman;
  • clients being asked to return an inducement if they have failed to pay professional fees and you subsequently pursue them to recover those fees.

FSA

padi offers fsa to victims, but not to offer legal advice or court representation….unless i set up as a sole practitioner….. thus, is best just for padi to offer vicitims a FSA to give PADI’S OPINION + INTERVENTION IN COURT…. and list possible courses of action, representing and defending the victims’  interests in negotiations with gov/firms perpetrators, to seek outofcourt settlement….out of which padi gets a cut.

SAMPLE FEE SHARING AGREEMENT (FSA)

THIS FEE SHARING AGREEMENT (the “Agreement”) is dated as of ……, by and between :

PADI, CHARITY N……working name: cocoo.uk
VICTIM [ IC (INDICOMM), FIRMS+ subsidiaries, SHS, STAKEHOLDERS, INDIVIDUAL/S]  (together the “Parties”).

RECITALS

A.       PADI  operates an electronic trading platform known as “COCOO.UK” which ….
B.     VICTIM intends to  …..
C.    The Parties wish to work together to pursue restitution and/or compensation for…… [hereafter ‘the case’]

AGREEMENT

The Parties hereby agree as follows:
1.Term.  Except as otherwise expressly provided herein, this Agreement shall commence as of the date hereof and shall continue until…… (the “Term”), and thereafter be renewable on terms to be mutually agreed.
2.Services Provided. The Parties will provide the following services :
PADI (Consultant) work on this engagement shall not constitute the rendering of legal advice, or the providing of legal services, to the VICTIM. Accordingly, Consultant shall not be deemed to express any legal opinions with respect to any matters affecting the Company. Any such legal services shall be provided by a firm licensed to practice law in one or more applicable jurisdictions
+ PADI ACTING AS INTERVENER (IN COURT)
VICTIM hereby agrees to collaborate with PADI, and grants the authority for PADI to represent and act on the VICTIM’S behalf, in ‘the case’ so that PADI may engage, inter alia:  investigations, communications with private and public authorities, complaints, and/or legal court claims, for the purpose of seeking compensation and/or restitution for the VICTIM in ‘the case’.
PADI will provide these services ….  in pursue of ‘the case’
3.Fees. The Parties will share fees on the following basis:
A.          
 VICTIM hereby agrees that to pay to PADI ten percent (10%) of any restitution or compensation paid to the VICTIM in connection with ‘the case’, whether paid to the VICTIM under settlement, under a court order, or under any other mechanism.
4.Force Majeure/Regulatory Approval:
Any failure, in whole or in part, by either of the Parties to perform its obligations hereunder shall be excused to the extent that such failure is caused by (a) any circumstance which is not within its reasonable control, including, without limitation, any act of God, flood, fire, explosion, labor dispute, riot, civil disorder, accident, war or act of terrorism (such circumstance being hereinafter referred to as, a “Force Majeure Event”) or (b) any failure by either of the Parties from obtaining all required regulatory approvals to perform the services hereunder or as a result of any applicable and conflicting regulations, statutory or otherwise, which such laws or regulations shall prevail to the extent necessary to avoid conflict (such failure being hereinafter referred to as, a “Regulatory Event” and, together with a Force Majeure Event, a “Termination Event”).  If affected by a Termination Event, the affected Party shall give prompt written notice of such Termination Event to the other Party.  The time for performance by the affected Party of those obligations affected by the Termination Event shall be extended by the number of working days which the affected Party, acting with reasonable diligence and in good faith, is prevented from performing hereunder.  In the event of a Termination Event, the Term shall be extended the same number of days as the duration of the Termination Event.
5.Representations and Warranties of VICTIM:
(a)Authorization.  VICTIM is duly and legally authorized to enter into this Agreement and has complied with all laws, rules, regulations, charter provisions and bylaws to which it may be subject and that the undersigned representative is authorized to act on behalf of and bind VICTIM to the terms of this Agreement.
(b)Binding Obligations.  Assuming due authorization, execution and delivery by each other party hereto, this Agreement and all of the obligations of VICTIM hereunder are the legal, valid and binding obligations of VICTIM, enforceable in accordance with the terms of this Agreement, except as such enforcement may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors’ rights generally and by general equity principles (regardless of whether such enforcement is considered in a proceeding in equity or at law).
(c)No Breach or Default.  The execution and delivery of this Agreement and the performance of its obligations hereunder by VICTIM will not conflict with any provision of any law or regulation to which VICTIM is subject or by which any of its assets may be bound or conflict with or result in a breach of or constitute a default under any of the terms, conditions or provisions of any agreement or instrument to which VICTIM   is a party or by which it or any of its assets may be bound, or any order or decree applicable to VICTIM
(d)Assistance of Third Parties.  VICTIM hereby agrees, acknowledges, confirms and understands that (except as otherwise provided herein) PADI shall not have any responsibility or liability to  VICTIM  arising out of or related to any third-party’s failure to assist or cooperate with VICTIM . Except as otherwise provided herein, the risks attendant to the potential failure or refusal of third-parties to assist or cooperate with  VICTIM and/or PADI in the transactions contemplated hereby shall be borne by VICTIM
(e)No Actions. There is no proceeding, action, investigation or litigation pending or threatened against the VICTIM which, individually or in the aggregate, may have a material adverse effect on this Agreement or any action taken or to be taken in connection with the VICTIM obligations contemplated herein, or which would be likely to impair materially the VICTIM ability to perform under the terms of this Agreement.
(6.Representations and Warranties of PADI:
(a)Authorization.  PADI is duly and legally authorized to enter into this Agreement and has complied with all laws, rules, regulations, charter provisions and bylaws to which it may be subject and that the undersigned representative is authorized to act on behalf of and bind PADI to the terms of this Agreement.
(b)Binding Obligations.  Assuming due authorization, execution and delivery by each other party hereto, this Agreement and all of the obligations of PADI hereunder are the legal, valid and binding obligations of PADI enforceable in accordance with the terms of this Agreement, except as such enforcement may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors’ rights generally and by general equity principles (regardless of whether such enforcement is considered in a proceeding in equity or at law).
(c)No Breach or Default.  The execution and delivery of this Agreement and the performance of its obligations hereunder by PTS will not conflict with any provision of any law or regulation to which PTS is subject or by which any of its assets may be bound or conflict with or result in a breach of or constitute a default under any of the terms, conditions or provisions of any agreement or instrument to which PTS is a party or by which it or any of its assets may be bound, or any order or decree applicable to PTS.
(d)No Actions. There is no proceeding, action, investigation or litigation pending or threatened against the PTS which, individually or in the aggregate, may have a material adverse effect on this Agreement or any action taken or to be taken in connection with the PTS’s obligations contemplated herein, or which would be likely to impair materially the PTS’s ability to perform under the terms of this Agreement.
7.Indemnification.  From and after the date hereof, each Party shall defend, indemnify and hold harmless the other or its respective agents, affiliates, employees, contractors, officers, directors and representatives against and from any and all liability for, and from and against any and all losses or damages such Party may suffer as a result of any claim or threatened claim that such party shall incur or suffer as a result of: (a) any act or omission of such Party’s agents, affiliates, employees, contractors, officers, assignees, directors and representatives in connection with such Party’s obligations under this Agreement; (b) the breach or inaccuracy of any of such Party’s representations or warranties as set forth in this Agreement; or (c) the breach of any of such Party’s covenants as set forth in this Agreement; provided however, that such Party shall not be liable to any other party or such party’s agents for any portion of any of the foregoing amounts resulting from such other party’s breach of this Agreement, or the willful malfeasance, bad faith or gross negligence of the such other party or its agents.
8.Entire Agreement; Modification.  This Agreement constitutes the entire and complete agreement between the parties hereto with respect to the subject matter hereof and supersedes and replaces all prior agreements, commitments, communications, representations and understandings, both written and oral, between the parties with respect to the subject matter hereof.  This Agreement may not be amended, supplemented, or otherwise modified except by a written agreement executed by each of the parties.
Either party may give any notice, request, demand, claim or other communication hereunder using any other means (including, without limitation, electronic mail), but no such notice, request, demand, claim or other communication shall be deemed to have been duly given or received unless and until it actually is received by the party for which it is intended and the notifying party can provide evidence of such actual receipt.  Either party may change its address or fax number for the receipt of notices, requests, demands, claims and other communications hereunder by giving the other party notice of such change in the manner herein set forth.
9.Assignments; Successors; No Third-Party Rights.  Neither party may assign any of its rights or delegate or cause to be assumed any of its obligations under this Agreement without the prior written consent of the other party.  Subject to the preceding sentence, this Agreement shall apply to, be binding in all respects upon and inure to the benefit of the successors and permitted assigns of the parties.  Nothing expressed or referred to in this Agreement shall be construed to give any Person other than the parties hereto any legal or equitable right, remedy or claim under or with respect to this Agreement or any provision of this Agreement, except such rights as shall inure to a successor or permitted assign pursuant to this Section 11.
10.Waiver; Remedies Cumulative.  The rights and remedies of the parties hereunder are cumulative and not alternative.  Neither any failure nor any delay by either party in exercising any right, power or privilege under this Agreement or any of the documents referred to in this Agreement shall operate as a waiver of such right, power or privilege, and no single or partial exercise of any such right, power or privilege shall preclude any other or further exercise of such right, power or privilege or the exercise of any other right, power or privilege.  To the maximum extent permitted by applicable law, (a) no claim or right arising out of this Agreement or any of the documents referred to in this Agreement can be discharged by one party, in whole or in part, by a waiver or renunciation of the claim or right unless made in writing and signed by the other party, (b) no waiver that may be given by a party shall be applicable except in the specific instance for which it is given, and (c) no notice to or demand on one party shall be deemed to be a waiver of any obligation of that party or of the right of the party giving such notice or demand to take further action without notice or demand as provided in this Agreement or the documents referred to in this Agreement.
11.Governing Law.  This Agreement shall be governed in all respects, including as to validity, interpretation and effect, by English law without regard to conflicts-of-laws principles that would require the application of any other law.
12.Forum for Disputes; Costs.  Each party hereby agrees to the exclusive jurisdiction of the English Courts with respect to any claim or cause of action arising under or relating to this Agreement, and waives personal service of any and all process upon it, and consents that all services of process be made by registered or certified mail, return receipt requested, directed to it at its address as set forth in Section 10 hereof, and service so made shall be deemed to be completed when received.  Each party hereby waives any objection based on forum non conveniens and waives any objection to venue of any action instituted hereunder.  Nothing in this Section 13 shall affect the right of either party to serve legal process in any other manner permitted by applicable law.  If any Proceeding is brought in connection with this Agreement, the prevailing party shall be entitled to recover reasonable attorneys’ fees, accounting fees, and other costs incurred in that Proceeding, in addition to any other relief to which it may be entitled.
13.Execution of Agreement.  This Agreement may be executed in two or more counterparts, each of which shall be deemed to be an original copy and all of which, when taken together, shall be deemed to constitute one and the same agreement.  The exchange of copies of this Agreement and of signature pages by facsimile transmission shall constitute effective execution and delivery of this Agreement as to the parties and may be used in lieu of the original Agreement for all purposes.  Signatures of the parties transmitted by facsimile shall be deemed to be their original signatures for all purposes.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.
VICTIM
By:
 /s/ Xxxxxx Xxxxxxx
Name: Xxxxxx Xxxxxxx
Title: Chief Executive Officer
PADI
By:
 /s/ Xxxxxxx X. Xxxxx
Name: Xxxxxxx X. Xxxxx
Title: Chief Executive Officer

Charities and Commercial Partnerships (CPs)

CP = Any partnership between a charity and a commercial company whereby the charity endorses a  product or agrees to allow  the use of its logo in  return  for a benefit (usually financial)

charities have much to gain from entering into commercial partnerships with companies, specially for fund-raising. [eg agreement for firm to use charity’s logo/name to fundraise for charity etc]Any charity can enter into a commercial partnership with a company, regardless of its nature and size

A Charities name (branding and reputation) is a very valuable asset and, such commercial partnership, can generate substantial benefits for the company….Charities must be careful about how they allow the charity’s name to be used by a commercial partner during     a joint venture. It is the trustee’s responsibility to ensure that this principle is enforced.

Charities must ensure that they comply with the legal requirements in Part II of the Charities Act 1992 and The Charitable Institutions (Fund-raising) Regulations 1994 if they are involved in, or thinking of becoming involved in, fund-raising with a commercial partner.

Charities should use the legal requirements detailed in  Part II  of the Charities Act 1992 and The Charitable Institutions (Fund-raising) Regulations 1994 to provide a framework for commercial partnership arrangements made between a charity’s trading subsidiary and the commercial partner.

Charities should exercise their ability under Regulation 5 of the 1994 Fund-raising Regulations to request documentation from commercial partners as part ofan on-going monitoring and review process.

recommended: A statement should be given to potential donors, on what proportion of their donation will be used to remunerate the fund-raiser (company) and how the charity will benefit from its

Charities have legal powers, contained in  the Charities Act 1992, to control charitable fund-raising by a commercial partner. These powers need to be considered in conjunction with the 1994 Fund-raising Regulations, outlined above, and may be  useful if a charity feels that its name is being used unlawfully.

 a charity can apply under section 62 of the Act3 to the Courts for an injunction to prevent commercial partners from using the name of the charity to inappropriately and unlawfully raise funds. There is a power in section 59 of the Act that empowers charities to apply for an injunction to restrain any contravention of a contract, and render the contract unenforceable

If a contract  does not meet the requirements of the Act and regulations, then no expenses or other costs  may be retained by the  partner, unless a court so orders.

Nevertheless, Part II of the Charities Act 1992 and the 1994 Regulations do not apply to commercial partnership agreements made  between a charity’s trading subsidiary and a company

 

Type of commercial partnership Example of fund-raising mechanism
Cause-related marketing / joint promotional venture The charity plays an integral part in the marketing of the company’s image, product or service. The company seeks to establish a link in  people’s minds between the company and the charity’s cause.
Licensing agreement The charity gives the company a licence to use the charity’s name and / or logo in selling a product or a service. Includes a wide range of commercial products, the best known being charity Christmas cards.
Sponsorship agreement A company pays a charity to publicise the company and the fact that it  has contributed to the charity. The company agrees to meet some or all of the costs of, for instance, one of the charity’s publications, projects or fund-raising events.

 Advertising Standards Authority (ASA)

Deals with complaints about  printed  advertisements and  provides free information about promotions established to benefit charities. E-mail: inquiries@asa.org.uk Website: www.asa.org.uk

Business in the Community (BiTC)

BiTC is a  movement of companies committed  to continually improving their positive impact on society. BiTC have a wide range of services and information, especially in connection with cause related marketing.

E-mail: information@bitc.org.uk Website: www.bitc.org.uk

Business Community Connections (BCC)

BCC is a charity  dedicated to  helping other charities obtain more support from  business. 

E-mail: info@bcconnections.org.uk Website: www.bcconnections.org.uk

Charities Aid Foundation (CAF)

CAF helps non-profit organisations in the UK and overseas to increase, manage    and administer their resources.

Tel: 01732 520000

E-mail: enquiries@caf.charitynet.org Website: www.cafonline.org

Charity Finance Director’s Group (CFDG)

CFDG provides information for its members on a range of issues and specialises   in helping charities to manage their accounting, taxation, audit and other  finance related functions.

Charity Finance Director’s Group 

Telephone: 020 7793 1400

E-mail: mail@cfdg,org.uk Website: www.cfdg.org.uk

Directory of Social Change (DSC)

The Directory  promotes positive social change and provides a  wide range of resources  for trustees.

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