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Norton Rose Fulbright US LLP
555 South Flower Street
Forty-First Floor
Los Angeles, California 90071
United States
Russ Trice
Partner
Direct line +1 213 892 9317
[email protected]
Tel +1 213 892 9200
nortonrosefulbright.com
Norton Rose Fulbright US LLP is a limited liability partnership registered under the laws of Texas.
Norton Rose Fulbright US LLP, Norton Rose Fulbright LLP, Norton Rose Fulbright Australia, Norton Rose Fulbright Canada LLP and Norton Rose Fulbright South Africa Inc are separate legal entities and all of them are members of Norton Rose Fulbright Verein, a Swiss verein. Norton Rose Fulbright Verein helps coordinate the activities of the members but does not itself provide legal services to clients. Details of each entity, with certain regulatory information, are available at nortonrosefulbright.com.
May 5, 2022
By E-mail: [email protected]
Marcus Fuller, City Manager
CITY OF RIALTO
150 S. Palm Avenue
Rialto, CA 92376
Dear Mr. Fuller:
Terms of Engagement
This proposed Terms of Engagement and the attached Norton Rose Fulbright Standard Terms of Engagement (“Standard Terms”) set out the terms that govern the relationship between the City of Rialto (collectively, the “City” or “you”) in connection with the City of Rialto Community Facilities District No. 2020-1 (El Rancho Verde) (the “District”) and proposed change proceedings relating thereto (the “Matter”) and Norton Rose Fulbright US LLP ’s services as special counsel for the Matter.
Norton Rose Fulbright US LLP has made no promises or guarantees to you about the outcome of the representation or the Matter, and nothing in these terms of engagement shall be construed as such a promise or guarantee. Any expressions on our part concerning the outcome of the Matter, or any other legal matters, are based on our professional judgment and are not guarantees. Such expressions, even when described as opinions, are necessarily limited by our knowledge of the facts and are based on our views of the state of the law at the time they are expressed.
We recognize our obligation to preserve the confidentiality of attorney -client communications as well as client confidences, as required by the governing rules of professional responsibility. If the Matter involves transactions, litigation or administrative proceedings or like proceedings in which we appear as counsel of record for you in publicly available records, we reserve the right to inform others of the fact of our representation of you in the Matter and (if likewise r eflected of record in publicly available records) the results obtained, unless you specifically direct otherwise.
Client
We have been engaged by the City. Unless we agree otherwise in writing, and subject to satisfactory conflict clearances, we are not representing any other related entities or individuals .
It is understood and agreed that our engagement is lim ited to the r epresentation in connection with the Matter . We are not being retained as general counsel, and our acceptance of this engagement does not imply any undertaking to provide legal services other than those set forth in this letter.
City of Rialto
May 5, 2022
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Our Personnel Who Will Be Working on the Matter
Russ Trice, Maryann Goodkind and Mauricio Salazar will be primarily working on the Matter, and you may call, write, or e- mail either of us whenever you have any questions about the representation. Other firm personnel, including firm lawyers and paralegals, will participate in the representation if, in our judgment, their participation is necessary or appropriate.
Our Legal Fees and Other Charges
We understand that we will receive a fixed fee of $ 27,000 for special counsel services in connection with the proposed change proceedings for the District relating to the Matter. Such fees include routine expenses, e.g. telephone, copying, staff time, transcript assembly etc. All of the foregoing fees and expenses are payable at completion of the Matter. Attached as Exhibit “A” is a description of our Scope of Services.
The provisions herein pertain to the ordinary and customary services rendering in connection with bond counsel services and not Additional Services . “Additional Services” would include, but are not limited to, services related to litigation, audit or investigation matters, and other work outside of traditional bond counsel or disclosure counsel services. Such work would be provided at our then current discounted hourl y rates for municipalities. No Additional Services would be undertaken without the written direction of the City . Additional Services would not be contingent upon the issuance of any municipal obligation and would be invoiced monthly or on such other arrangement as agreed by the Firm and the City.
Conflicts of Interest
Before accepting the r epresentation, we have undertaken reasonable and customary efforts to determine whether there are any potential conflicts of interest that would bar our firm from representing the City in the Matter. We reviewed that issue in accordance with the rules of professional responsibility adopted in the State of California. We believe that those rules, rather than the rules of any other juris diction, are applicable to the r epresentation; and the execution and return of the enclosed copy of this letter by you represents an express agreement to the applicability of those rules by the City.
The City should be aware that Norton Rose Fulbright may represent or has represented certain municipal advisors/financial advisors, underwriters and others in other municipal bond matters, provided such representations do not violate standards of professional responsibility. We do not believe that the foregoing representations will, nor do we anticipate or have knowledge of any other arrangement or representation, formal or informal, with any other party that potentially could conflict with our obligation to provide independent and unbiased advice and recommendations to the City for the Matter.
In addition to our representation of underwriters, municipal advisors and other companies and individuals, we also regularly represent lawyers and law firms. As a result, opposing counsel in the Matter may be a lawyer or law firm that we may represent now or in the future. Likewise, opposing counsel in the Matter may represent our firm now or in the future. Further, we have professional and personal relationships with many other attorneys, often because of our participation in bar associations and other professional organizations. It is our professional judgment that such relationships with other attorneys do not adversely affect our ability to represent any client. The acceptance of these terms of engagement represents an unqualified City of Rialto
May 5, 2022
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consent to any such relationships between our firm and other lawyers or law firms, even counsel who is representing a party that is adverse to you in the Matter that is the subject of this engagement or in some other matter.
Applicable law
The laws of the State of California govern these terms of engagement, and the parties submit to the non-exclusive jurisdiction of the courts of State of California. Each professional is subject to the ethical and professional conduct rules applicable to the jurisdiction in which that lawyer is authorized to practice.
Conclusion
You can accept this agreement by signing and returning to us the enclosed copy of this letter.
This letter and the attached Standard Terms constitute the entire terms of the engagement of Norton Rose Fulbright US LLP in connection with the Matter. These written terms of engagement are not subject to any oral agreements or understandings, and they can be modified only by further written agreement signed both by you and Norton Rose Fulbright US LLP. Unless expressly stated in these terms of engagement, no obligation or undertaking shall be implied on the part of either you or Norton Rose Fulbright US LLP.
Very truly yours,
Russell C. Trice, Partner
CITY OF RIALTO
Agrees to and Accepts this Letter and
the Attached Terms of Engagement:
By: ________________________________
Marcus Fuller, City Manager
Date: __________, 2022
Approved as to Form, for the City Attorney:
By: ________________________________
Name: _____________________________
Title: ______________________________
Date: __________, 2022
Cc: Maryann Goodkind; Mauricio Salazar
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EXHIBIT A
SCOPE OF SERVICES
The Firm shall provide special counsel services for the proposed change proceedings for the City of Rialto Community Facilities District No. 2020 -1 (El Rancho Verde) (the “ Modification”).
Services provided to the City or one off its related entities (the “City”) shall include:
a) Confer and consult with the City Manager, Assistant City Manager, Finance Director, City Attorney, and other members of the City administrative staff (acting in their respective capacities as staff of the City or other entity or district created by the City) and with their municipal advisor, special tax consultant, as to an y matters relating to the Modification.
b) Consult with City Staff and Consultants to establish a structure for the Modification and to develop or review a list of steps required for implementation of the Modification when established.
c) Attend such meetings of the City and any staff or administrative meetings at which the Modification is to be discussed, as we, in our judgment deem necessary, for the proper implementation of the Modification, or as requested by the City. d) Participate in sessions and provide mat erial to educate individual landowners participating in the Modification about said Modification. e) Draft the appropriate resolutions, notices, petitions, consents, election material and other certificates to be used in connection with the Modification. f) Review any funding agreements, joint financing agreements or other agreements relating to the District and the Modification.
g) Provide any other services reasonably requested of special counsel and not set forth above.
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NORTON ROSE FULBRIGHT
STANDARD TERMS OF ENGAGEMENT
Norton Rose Fulbright Verein (the Verein) is a Swiss verein which does not itself engage in the practice of law or other business. The member firms in the Verein are Norton Rose Fulbright LLP, Norton Rose Fulbright Australia, Norton Rose Fulbright Canada LLP, Norton Rose Fulbright South Africa Inc and Norton Rose Fulbright US LLP (the Members or, individually, a Member ), who, with their subsidiaries or associated entities, engage in a coordinated international legal practice, even though they are separate law firms each of which, absent specific contractual agreement with a client on an individual matter, is solely responsible for its own work and not for the work of any other of them.
Each of the Members is committed to providing its clients with the highest quality legal services and to building a lasting relationship with its clients as a trusted adviser.
To that end, these Standard Terms of Engagement will apply to all engagements between a Member or its subsidiary or associated entity and a client unless otherwise agreed in writing by the client and an authorized representative of such Member, subsidiary or associated entity.
These Standard Te rms of Engagement are supplemented by additional standard provisions and/or a letter or contract of engagement relevant to the jurisdiction of the Contracting Party (as below defined).
1 Defined Terms
1.1 The following documents will constitute the entire agreement relating to the engagement of a Contracting Party by a client: (i) any letter or contract of engagement, (ii) any additional standard provisions referred to above, (iii) these Standard Terms, (iv) any other terms and conditions agreed between the Contracting Party and the client, and (v) any amendments or supplements to any of the foregoing agreed from time to time. In the event of any conflict between the terms of the foregoing, the documents shall be construed in the order of priority in which they are referred to above, but subject to any amendments as referred to in (v).
1.2 In the above-mentioned documents:
(a) Any individual entity that is a Member or subsidiary or associated entity of a Member is referred to as a Norton Rose Fulbright Entity. The Norton Rose Fulbright Entity with which a client engages at any time is referred to as the Contracting Party.
(b) We, our and us refer to the Contracting Party together with any other Norton Rose Fulbright Entity to which part or all of your instructions have been referred pursuant to paragraph 2.3 of these Terms; you and your refer to the client (jointly, if more than one, and not individually) with which the Contracting Party engages. Unless otherwise specifically agreed, you and your do not refer to and no attorney/client or solicitor/client relationship will exist as to persons or entities related to the client such as parent companies, subsidiaries, affiliates, employees, officers, directors, shareholders, partners, members, commonly owned corporations or partnerships, or other such persons, entities or affiliates.
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2 Your relationship with us
2.1 When you instruct us on an individual matter, we will write to you to set out:
(a) which Norton Rose Fulbright Entity is the Contracting Party; (b) the scope of the work we have agreed to undertake and any assumptions on which it is based;
(c) who will be the responsible partner or director and other key team members whom we will try not to replace, although unforeseen circumstances may require that; (d) the fees and invoicing arrangements;
(e) any applicable limitation of liability; and
(f) the governing law applicable to the contractual relationship with you and the choice of jurisdiction for resolving any issues.
(g) Your contractual relationship for individual matters is between you and the Contracting Party, not any other Norton Rose Fulbright Entity nor any individual.
You understand that we do not make any promises or warranties as to the outcome of the representation.
(h) If, with your agreement, the Contracting Party has referred all or part of your instructions on any individual matter to one or more other Norton Rose Fulbright Entities, legal services provided by other Norton Rose Fulbright Entities will be governed by the terms of our engagement, which will apply as between you and such Norton Rose Fulbright Entity or Entities, to the fullest extent permitted by the laws and professional regulations applicable in the jurisdictions in which such other Norton Rose Fulbright Entity or Entities operate as regards such other Norton Rose Fulbright Entity’s or Entities’ representation of you, as well as by, if any are issued, additional standard provisions and any letter or contract of engagement relevant to the other Norton Rose Fulbright Entity or Entities.
3 Our fees
3.1 Our bills are payable on receipt and in the currency in which they are submitted. If you ask us to provide bills using an e-billing solution you understand that: (i) we will send your information to our and your third party supplier(s) to enable us to comply with your request and the transfer is at your risk; (ii) any costs arising out of use of your third party supplier shall be borne by you; and (iii) our compliance with your request shall not reduce the fee otherwise chargeable by us.
3.2 If you are required by law to deduct any amount when paying a bill, you will pay to us an additional amount so as to ensure that we receive a net sum equal to the amount of the bill.
3.3 We need to approve in advance any proposal for any part of one of our bills to be paid by a third party. Notwithstanding our approval, you agree that you will remain responsible for paying the whole bill and any interest accrued on it.
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3.4 Unless otherwise agreed, any other Norton Rose Fulbright Entity or Entities to whom the Contracting Party has referred instructions under paragr aph 2.1(h) may provide statements of their fees and charges to the Contracting Party, who will include such fees and charges in its statements to you, which you will be obligated to pay in order that it can remit payment to such other Norton Rose Fulbright Entity or Entities.
3.5 If a bill remains unpaid 30 days after delivery:
(a) you agree that we may be entitled to charge interest, if any, on it at such rate and under such arrangements allowable under the laws and professional regulations applicable to us or as may be provided for in applicable additional standard provisions or an agreement between us and you, and
(b) on giving written notice to you, we may cease work on the matter to which the bill relates and any of your other matters. You agree that we are not res ponsible for any loss resulting from such inactivity. If the matter is litigious, we may also remove ourselves from the Court or tribunal record.
3.6 You agree that we may exercise a lien over your files and documents until all bills due to us from you have been paid in full, subject to the laws and professional regulations applicable to us.
3.7 If we are required by any governmental or regulatory body, or by a service provider appointed by you, to submit one of our bills to audit, to produce documents or provide information on any individual matter on which you have instructed us, we shall be entitled to bill you for the work involved (and any disbursements incurred) at the rates agreed for the relevant matter. If legal privilege attaches to any such documents, you will either waive privilege or instruct us to review them in your interests. 4 Disbursements and other charges
4.1 We may consider it to be in your interests to instruct counsel or engage correspondent lawyers, experts or others on your behalf and at your expense. We will consult you before doing so if such instructions or engagements will result in significant fees becoming payable.
4.2 Subject to other arrangements set forth in the engagement letter, we may also charge for photocopying, telephone calls, travel, searches, court fees, hosting on- line data or deal rooms and for other services at our or their standard rates from time to time and for other expenses. These charges will be included in our bills and will not include any mark -up of expenses for which the pr ecise cost can be readily determined but may vary from or exceed our or their direct cost for services for which the precise cost cannot be readily determined.
5 Money held on account for you
5.1 We will deposit any money we hold on your behalf with a regulated financial institution and manage it in accordance with the laws and professional regulations applicable to us. You agree that we are not responsible for any loss of funds so deposited and managed.
5.2 If you deposit money with us on account of our fees, the principal and interest accrued, if any, will be applied to your final bill, rendered when we complete your instructions. Unless
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you and we have agreed otherwise, we may also apply any part of the money in settlement of any outstanding interim bills we submit to you.
6 Communicating with us
6.1 When you seek and receive legal advice from us on your rights and obligations, legal advice or attorney-client privilege will attach to our communications related to that advice.
If we act for you in contemplated or actual legal proceedings, litigation or attorney -client privilege will attach to our communications related to those proceedings.
6.2 You agree that we may communicate with you using electronic means, knowing that certain risks (including, for example, interception, unauthorized access and risk of viruses) are associated with such means.
7 Confidentiality, conflict of interests, and our relationships with other clients
7.1 We will keep all information obtained from you, which is not in the public domain, confidential, and will only otherwise disclose it with your authority or if required to do so by the laws and professional regulations applicable to us or if permitted under paragraph 9.3. Nevertheless, you agree that we may disclose any relevant information in order to protect and/or defend ourselves in any actual or threatened legal, civil or regulatory proceeding and may also disclose any relevant information in confidence to our insurers, insurance brokers, auditors, bankers and other advisers if and to the extent such disclosure may occur without waiving or losing any applicable legal privilege.
7.2 You will provide us, and will instruct your other advisers and any co-venturer or other co- participants to provide us, on any matter on which we are instructed, with all relevant information and documents, all of which will have been properly obtained and on which we may rely without verification. You agree that, unless you instruct us otherwise, we may disclose any relevant information to your other professional advisers.
7.3 Norton Rose Fulbright is a large coordinated international legal practice with multiple offices around the world. Because of the size, geographic scope, breadth and diversity of the practice, it is inevitable that current and future clients of ours will come int o contact with you, and it is important that we agree with you on certain matters in relation to conflicts of interests to preserve our ability to represent both you and other clients. You agree that we may represent current or future clients (including any parties adverse to you in this Matter) in any other matter (including in litigation, arbitration, or other dispute resolution proceedings) that is not substantially related to your Matter, even if their interests are directly adverse to you or your interests in that other matter. We agree, however, that we will not represent another client in a matter if we have obtained non -public proprietary or other confidential information from you that could be used by that other client to your material disadvantage in that matter. You agree and accept that you have access to independent advice on the effect of this paragraph 7.3 and that your signature by way of acceptance of the provisions of the engagement letter to which these Terms apply is confirmation that you understand the scope and application of this paragraph and that you have no questions or concerns in that respect.
7.4 You agree that we or any other Norton Rose Fulbright Entity may act for other clients in transactions or disputes in which you or any affi liated entity of yours has an interest provided that we or such other Norton Rose Fulbright Entity do not thereby breach our or their duty of confidentiality to you.
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7.5 You agree that we are under no duty to disclose to you or use on your behalf any information in respect of which we or any other Norton Rose Fulbright Entity owe a duty of confidentiality to another client or any other person.
7.6 You agree that we may disclose our role as legal advisers in any matter on which we are instructed following its completion, for the purposes of publicity, unless you instruct us otherwise. You also agree that, unless you instruct us otherwise, we may publicize the fact that we have a relationship with you.
8 Complaints
8.1 Any concerns or complaint about our work should be directed initially to the partner/director responsible for carrying out your instructions or, if you prefer, to the relationship partner/director. We maintain internal procedures that can be employed should a concern require escalation beyond the responsible partner/ director. The laws and professional regulations applicable to us may also provide formal complaint procedures.
8.2 In particular, you should raise any queries regarding any of our bills with the partner or director responsible for the matter as soon as possible. If any part of one of our bills is queried by you or the relevant payer, you agree to immediately pay, or procure payment of, those parts not subject to query.
9 Data protection, exchange of information and storage of documents
9.1 We act as a data controller in the provision of our legal services. We will process personal data provided to us by you or your employees or agents in relation to any instruction in accordance with data protection standards required by applicable law and will implement appropriate technical and organizational security measures to protect against unauthorized or unlawful processing of that personal data and against accidental loss of, or damage to, that personal data. Please see our Privacy notice for further information on our processing of personal data: http://www.nortonrosefulbright.com/privacy-notice/
9.2 Each party (you and we) will assist the other party in complying with its respective obligations under applicable data protection law and will ensure that the provision of personal data to the other party is fair and lawful. You agree that you will make our Privacy notice available to your employees or other individuals whose personal data you share with us where this provision of information is required by applicable data protection law.
We in turn agree that we will promptly notify you either: (i) upon receipt of a request or complaint from a regulatory authority or an individual exercising a data subject right; or (ii) in the event of loss, disclosure or unauthorized or unlawful processing of personal data that you have provided to us or that we have obtained on your behalf. We will cooperate with you and provide all reasonable assistance as may be required in either case.
9.3 In the course of providing our services to you, personal data (if any) with respect to persons in the European Economic Area (EEA) may be accessible to and used by other Norton Rose Fulbright Entities and their contractors and/or agents, including those located outside the EEA where data protection laws may not be as comprehensive as in the EEA, but as to such personal data we will ensure compliance with the data protection standards of the EU General Data Protection Regulation 2016 or higher standards under other laws applicable to such personal data.
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9.4 We will also share your contact details, and those of your staff with whom we have contact, with other Norton Rose Fulbright Entities in order to provide you with information relevant to your business, and to ensure your continuous access to publications, events and news in areas of interest to you. Where your employees supply their contact details to us, we will only use that personal data in accordance with our Privacy notice ref erenced above or as otherwise consented to by them.
9.5 We will not exchange information that will result in waiver or loss of any client privilege with other Norton Rose Fulbright Entities. Otherwise, you agree that the Contracting Party may exchange your information (including personal data) with other Norton Rose Fulbright Entities, including for the purposes of conflict checking, compliance, financial planning, billing, business development and matter management. Arrangements are in place among all Norton Rose Fulbright Entities to protect the confidentiality of the information exchanged.
9.6 We may outsource certain functions associated with servicing clients to a service center dedicated to Norton Rose Fulbright located outside of the EEA or to other third party providers. For example, we may outsource information and document management, office support, technology and IT services, word processing, photocopying, and translation services.
9.7 Some of your data may be stored using cloud technology managed by a third party service provider. We have agreements in place with the third party service providers referred to in paragraphs 9.6 and 9.7 where applicable and also employ technical and organizational measures to protect the confidentiality and security of any information shared with them.
9.8 We do not undertake to store or retain your files (whether paper or electronic) for any particular period of time, but will do so for at least the minimum number of years required by applicable laws and professional regulations o r local business custom. Files may be destroyed at any time after the expiry of such period, without notice, except those files you ask be delivered to you.
10 Copyright and intellectual property
10.1 We retain all copyright and other intellectual property rights in all material developed, designed and created by us in the course of a matter. You may only use and copy material created by us for you, or which we have developed independently of our work for you and used in the course of your matter, in accordance with our advice or specific license terms.
All material must be kept confidential by you unless we agree otherwise.
10.2 We may use all material created and/or modified by us in the course of any matter for legal training, forms, service development (including i n the training of artificial intelligence technologies in which event the materials may be hosted on a third party system) and research purposes, without reference to you.
11 Our compliance with certain laws and regulations
11.1 We may require you to provide identifying documents and information concerning yourself and individuals and/or entities associated with you in order to comply with anti -money laundering laws and regulations, and to keep those documents and information up to date.
We may be unable to carry out your instructions if we are unable to verify your identity or, in some instances, the identities of your directors, shareholders and eventual beneficial owners.
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11.2 We may be required by law or regulation to report to a governmental or regulatory authority our knowledge and/or suspicion that certain criminal offences have been committed, regardless of whether such an offence has been committed by a client of ours or by a third party. We may not be able to discuss such reports with you because of restrictions imposed by those laws and regulations, and we may have to cease acting for you in those circumstances. You agree that we are not responsible for any adverse consequences you may suffer as a result of our compliance with such laws and regulations. 12 Force majeure
Neither you nor we will be responsible for failure to perform our respective obligations concerning your instructions (save for your responsibility to pay our bills in full) if the failures are due to causes outside, respectively, your or our control. 13 Amendments
From time to time, we may need to amend these terms of engagement. If this occurs, we will notify you of the changes by means of a notice in the Legal Notices section of our website but they will not affect any matter on which we are then currently instructed. 14 Limitations
If the validity or enforceability of any of these terms of engagement is in any way limited by the laws and professional regulations applicable to us, those laws and professional regulations will take precedence over these terms of engagement but they will be valid and enforceable to the fullest extent permitted by such laws and professional regulations, and such limitation shall not affect the validity or enforceability of any other term. 15 Integrity and ethics
Our policy is to act at all times in accordance with the highest professional, ethical and business standards, and we expect you to act in like manner in all your dealings with us and your business counter-parties. We do not countenance bribery or corruption in any form and you agree (i) not to expect or request any conduct from us that might bring our name into disrepute or compromise our integrity, (ii) that you and your employees and agents will refrain from any practices involving bribery or any other corrupt activities, and (iii) that you have taken or will take internal steps or procedures designed to ensure that the risk of corruption and bribery during the course of our relationship is eliminated. 16 Termination
16.1 Either you or we may terminate our engagement at any time by giving reasonable prior notice in writing, subject, in our case, to any applicable laws or regulations. We will only stop acting for you if we believe we have a good reason to do so, including in the circumstances contemplated by paragraph 3.5 (b), but we retain sole discretion regarding any such decision.
16.2 If our engagement is terminated for any reason, you agree to pay in full our bills representing fees, costs, disbursements and other charges up to the time of the engagement’s termination.
16.3 A solicitor/client or attorney/client relationship exists between you and us only if, at the relevant point in time, we are working under instructions from you; we shall have no duty
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to provide you advice at any other time concerning changes i n laws, rules or regulations that might affect your rights. Further, if we are not under instructions from you at a given point in time, you agree that, unless prohibited by applicable laws or regulations, we are entitled to accept at that time other inst ructions to act in respect of the subject matter of your previous instructions although we will not disclose to, or use to the benefit of, another client any information or documents in respect of which we owe you a duty of confidentiality.
16.4 We and other Norton Rose Fulbright Entities may send you general information on legal developments without charge, or may include you in general mailings, after our or their engagement with you has been terminated. This will not change the fact that our or their engagement has been terminated.
17 Grant of Lien
17.1 A lien is hereby granted by the City on any and all causes of action that the City may assert in any court action brought by Norton Rose Fulbright US LLP on the City’s behalf under these terms of engagement. Such lien will be in addition to all other rights of Norton Rose Fulbright US LLP to receive sums owing from the City under these terms of engagement.
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California Consumer Privacy Notice
Norton Rose Fulbright US LLP (“NRFUS”) takes data privacy seriously. We recognize and value the trust that individuals place in us when providing us with personal data and we are committed to safeguarding the privacy and security of personal data we may collect from visitors to our websites and/or the clients to whom we provide legal and other services. Because most of our clients are corporations and other organizations, the California Consumer Privacy Act typically will not apply, but our general Privacy Policy https://www.nortonrosefulbright.com/en-us/global- statements/privacy-notice w ill apply. In those rare instances where the California Consumer Privacy Act does apply to you, this California Consumer Privacy Notice will apply.
This Privacy notice aims to help you understand our personal data collection, usage and disclosure practices by explaining:
1. What personal data we collect about you
2. How we obtain the personal data about you
3. How we use your personal data
4. Who we share your personal data with
5. How we protect your personal data
6. What rights you have in relation to your personal data
7. How we use cookies, tracking, and similar technologies
8. How you can contact us
9. How we will update this Privacy notice
By providing your personal data to us (whether via one of our websites, by email, in person or over the phone), you agree to the processing set out in this Privacy notice. Further notices highlighting certain uses we wish to make of your personal data together with the ability to opt in or out of selected uses may also be provided to you when we collect personal data from you.
Please note: This Privacy notice does not apply to, and NRFUS is not responsible for, any third party websites which may be accessible through links from this website. If you follow a link to any of these third party websites, they will have their own privacy policies and you will need to check these policies before you submit any personal data to such third party websites.
This Privacy notice aims to help you understand our personal data collection, usage and disclosure practices by explaining:
1. What personal data we collect about you
We may collect and process different categories of personal data in the course of operating our business and providing our services, such as personal identifiers, commercial information, Internet information, and professional information. These include:
• Basic personal details such as your name and job title;
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• Contact data such as your telephone number and postal or email address; • Financial data such as payment related information or bank account details; • Demographic data such as your address, preferences or interests; • Website usage and other technical data such as details of your visits to our websites (including our HighQ portals, Dealrooms and the Institute) or information collected through cookies and other tracking technologies;
• Personal data provided to us by or on behalf of our clients or generated by us in the course of providing our services, which may, where relevant, include special categories of personal data; • Identification and other background verification data such as a copy of passports or utility bills or evidence of beneficial ownership or the source of funds to comply with client due diligence/”know your client”/anti-money laundering laws and collected as part of our client acceptance and ongoing monitoring procedures;
• Recruitment related da ta such as your curriculum vitae, your education and employment history, details of professional memberships and other information relevant to potential recruitment to NRFUS;
• Data that you may provide to us in course of registering for and attending events or meetings, including access and dietary requirements; and
• Any other personal data relating to you that you may provide.
2. How we obtain the personal data about you
We may collect or receive your personal data in a number of different ways:
• Where you provide it to us directly, for example by corresponding with us by email, or via other direct interactions with us such as completing a form on our website or registering for and using one of our online tools such as the HighQ portals;
• Where we monitor use of, or interactions with, our websites, any marketing we may send to you, or other email communications sent from or received by NRFUS; • Third party sources, for example, where we collect information about you to assist with “know your client” checks as part of our client acceptance procedures or where we receive information about you from recruitment agencies for recruitment purposes; or • Publicly available sources – we may, for example, use such sources to help us keep the contact details we already hold for you accurate and up to date or for professional networking purposes, e.g. LinkedIn.
3. How we use your personal data
We will only use your personal data where we are permitted to do so by applicable law. We use your data for a variety of business and commercial purposes:
• Contract performance: where your information is necessary to enter into or perform our contract with you.
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• Legal obligation: where we need to use your information to comply with our legal obligations. • Legitimate interests: where we use your information to achieve a legitimate interest and our reasons for using it outweigh any prejudice to your data protection rights. • Legal claims: where your information is necessary for us to defend, prosecute or make a claim against you, us or a third party.
• Consent: where you have consented to our use of your information (you will have been presented with a consent form or facility in relation to any such use and may withdraw your consent through an unsubscribe or similar facility).
We may use your personal data in the following ways:
• To provide our legal and other services to you and to conduct our business – to administer and perform our services, including to carry out our obligations arising from any agreements entered into between you and us (please note that our Standard Terms of Engagement apply where we provide legal services).
• To facilitate use of our websites and to ensure content is relevant – to respond to requests for information or inquiries from visitors to our websites and to ensure that content fr om our websites is presented in the most effective manner for you and for your device. • For marketing and business development purposes – to provide you with details of new services, legal updates and invites to seminars and events where you have chosen to receive these. We will provide an option to unsubscribe or opt -out of further communication on any electronic marketing communication sent to you or you may opt out by contacting us as set out in section 8 below.
• For research and development purposes – analysis in order to better understand your and our clients’ services and marketing requirements and to better understand our business and develop our services and offerings.
• For recruitment purposes – to enable us to process applications for employment submitted via the Careers section of our website and to assess your suitability for any position for which you may apply at Norton Rose Fulbright.
• To fulfil our legal, regulatory, or risk management obligations – to comply with our legal obligations (performing client due diligence/“know your client”, anti -money laundering, anti-bribery, sanctions or reputational risk screening, identifying conflicts of interests); for the prevention of fraud and/or other relevant background checks as may be required by applicable law and regulation and best practice at any given time; and to enforce our legal rights, to comply.
• To ensure that we are paid – to recover any payments due to us and where necessary to enforce such recovery through the engagement of debt collection agencies or taking other legal action (including the commencement and carrying out of legal and court proceedings). • To inform you of changes – to notify you about changes to our services or our Standard Terms of Engagement for legal services or this Privacy notice.
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• To reorganize or make changes to our business – In the event that we are undergo a re-organization (for example if we merge, combine or divest a part of our business), we may need to transfer some or all of your personal data to the relevant third party (or its advisors) as part of any due diligence process or transfer to that re- organized entity or third party your personal data for the same purposes as set out in this Privacy notice or for the purpose of analyzing any proposed re-organization.
4. Who we share your personal data with
NRFUS is member firm of Norton Rose Fulbright, a Swiss verein. The members of the firm are separate legal entities, but we coordinate our practices. Any personal data that we collect or you provide to us may be shared with and processed by any Norton Rose Fulbright entity among our global network.
We may also share your personal data with a variety of the following categories of third parties:
• Our professional advisors (e.g. legal, financial, business, risk management or other advisors), bankers and auditors;
• Our insurers and insurance brokers;
• Third party service providers, including a service center based in the Philippines that is operated by Accenture UK Limited, to whom we outsource certain functions suc h as information and document management, office support, technology and IT services, word processing, photocopying and translation services (we have agreements in place with these service providers to protect the confidentiality and security of information (including personal data) shared with them); and
• Other third party external advisors or experts engaged in the course of the services we provide to our clients and with their prior consent, such as barristers, local counsel and technology service providers such as eDiscovery and document review platforms.
We may also process your personal data to comply with valid government subpoenas or other legal process. Before complying, where possible, we will provide you with notice so that you may object.
5. How we protect your personal data
We recognize that information security is an integral element of data privacy. While no data transmission (including over the Internet or any website) can be guaranteed to be secure from intrusion, we implement a range of commer cially reasonable physical, technical and procedural measures to help protect personal data from unauthorized access, use, disclosure, alteration or destruction in accordance with data protection law requirements. Alongside our role, please also note that where we have given you (or where you have chosen) a password which enables you to access certain parts of our websites or online services, you are responsible for keeping this password confidential and for complying with any other security procedures that we notify you of.
We ask you not to share a password with anyone.
6. What rights you have in relation to your personal data If you have any questions about our use of your personal data, you should first contact us via the details provided in section 8 below. Under certain circumstances and in accordance with applicable data protection laws:
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You have the right to request that we disclose to you what information we collect, use and disclose.
You also have the right to request that a business delete any personal information about you which the business has collected about you. To submit either of the above requests, you may call toll- free 1 (877) 203-2849. You may also submit via email at [email protected] for assistance. Please note for your protection, any request sent to us to delete your personal information will be subject to a verification procedure that may require you to provide us with information about you that we have in our files.
We may have disclosed your information as described above during the preceding 12 months, but we do not sell your personal information. We do not have actual knowledge that we sell the personal information of minors under 16 years of age.
We shall not discriminate against you for exercising any of your above rights.
You may designate an authorized agent to make a request to exercise your rights on your behalf.
For your protection, we reserve the right to deny any request from an agent who does not submit proof that they have been authorized to act on your behalf.
You can exercise your right to stop email marketing messages from us at any time by using an unsubscribe facility or contacting us at [email protected] .
If you contact us to exercise any of these rights we will check your entitlement and respond in most cases within 45 days.
7. How we use cookies, tracking, and similar technologies When you visit our websites we may send a cookie to your computer. This is a small data file stored by your computer to help improve functionality or tailor information to provide visitors with more relevant pages. For details of the cookies employed by us, please see our Cooki e Policy, which forms part of this Privacy notice. We may also analyze website traffic to identify what visitors find most interesting so we can tailor our websites accordingly.
We will not respond to Web browser “do not track” signals. If you would like additional information about online tracking and various opt-out mechanisms, please see https://youradchoices.com/ .
Because we link to social media sites, and from time to time may include third-party advertisements, other parties may collect your personally identifiable information about your online activities over time and across different web sites when you visit this Site.
Please note that not all tracking will stop even if you delete cookies.
8. How you can contact us
If you have a concern or a question about how we have processed your personal information, you should first raise your concern or question with Human Resources. In the event that Human Resources is unable to resolve the concern or question, you may call 1 (713) 651-7777 or e-mail [email protected]
for assistance.
Data Protection Officer
799 9th Street NW, Suite 1000
Washington DC 20001
United States
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9. How we may update this Privacy notice
We may change the content of our websites and how we use cookies without notice and consequently our Privacy notice and Cookie Policy may change from time to time in the future.
We therefore encourage you to review them when y ou visit the website to stay informed of how we are using personal data.
Effective Date: June 30, 2020.