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Travel Industry Authority Invitation for Tender for

Provision of Legal Services for Drafting Subsidiary Legislation under Travel Industry Ordinance

(Cap. 634)

Service Brief 1. Purpose 1.1 The Travel Industry Authority (“TIA”) wishes to engage a service provider (“Service Provider”) to provide legal services set out below in relation to the subsidiary legislation to be made by TIA under sections 149 and 163 of the Travel Industry Ordinance (Cap. 634) (“TIO”) (see Schedule 1 to this Service Brief for the provisions concerned) (“Subsidiary Legislation”). 2. Background 2.1 TIA is a statutory regulatory body for the travel industry under TIO (See Schedule 2 to this Service Brief for TIO in full; also see Schedule 3 to this Service Brief for the Legislative Council’s Report of this Bills Committee on Travel Industry Bill for the committee’s deliberation on the Bill). The functions of TIA are set out in section 151 of TIO, which include, inter alia, promoting the integrity, competence and professionalism of travel agents, tourist guides and tour escorts through a statutory licensing and regulatory regime; regulating shops that inbound tour groups are arranged to patronise through an administrative scheme; holding, managing and applying the Travel Industry Compensation Fund (“TICF”) (which provides ex gratia payments for outbound travellers purchasing outbound packages 1 ); advising the HKSAR Government on matters relating to the regulation of the travel industry. 2.2 To enable TIA to effectively discharge its statutory functions under the new regulatory regime, TIO provides for TIA to make the Subsidiary Legislation for, inter alia, requirements in relation to the licensing and regulation of travel agents, tourist guides and tour escorts; procedures to handle minor contraventions by licensees; operation and details of a system for the collection, payment and recording of levies; and applications for ex gratia payments, handling of such applications and granting of ex gratia payments under TICF. 1 See section 143 of the TIO for the definitions of “outbound travellers” and “outbound package”.

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2.3 On the other hand, TIO provides for the Secretary for Commerce and Economic Development to make subsidiary legislation for specifying the rates of levies, a percentage of TICF as the maximum funds that TIA may set aside to support the continuous development of the travel industry, and the date(s) on which provisions of TIO come into operation. 3. Scope of Legal Services 3.1 The Service Provider will be required to work closely with TIA, in consultation with relevant HKSAR Government bureaux/departments (including the Tourism Commission (“TC”) and the Department of Justice (“DoJ”)) and provide as and when required the following legal services (“Legal Services”) upon the instructions of TIA –

(a) drafting the legislative proposals for the Subsidiary Legislation to be made by TIA (“Legislative Proposals”), drafting the Subsidiary Legislation concerned, both in accordance with the intention of and instructions from TIA (including its committees and working groups of the committees) and relevant HKSAR Government bureaux/departments (including TC and DoJ), and advising on legal issues (including civil, legal policy (such as human rights and Basic Law), international law and prosecution as relevant) in relation to the draft Legislative Proposals and draft Subsidiary Legislation;

(b) advising on and dealing with the comments on and amendments to the draft Legislative Proposals and draft Subsidiary Legislation as may be given by TIA (including its committees and working groups of the committees) and relevant HKSAR Government bureaux/departments, upon their vetting of the draft Legislative Proposals and draft Subsidiary Legislation;

(c) attending meetings with TIA (including its committees and working

groups of the committees) and relevant HKSAR Government bureaux/departments in relation to the draft Legislative Proposals and draft Subsidiary Legislation;

(d) assisting TIA in securing the passage of the Subsidiary Legislation at

the Legislative Council (“LegCo”) (including its committees), including preparing for and participating in the LegCo meetings and other relevant meetings at which the Subsidiary Legislation is considered; and

(e) performing any other tasks related to the provision of the Legal

Services above as required by TIA.

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3.2 The Service Provider may be required to provide as and when required the following optional services (“Optional Items”) upon the written instructions of TIA –

(a) participating in meetings arranged by TIA (including its committees and working groups) with the travel trade and/or the relevant HKSAR Government bureaux/departments in relation to the draft Legislative Proposals and draft Subsidiary Legislation; and

(b) assisting TIA in conducting consultations with the travel trade on the

draft Legislative Proposals and draft Subsidiary Legislation, including attending the consultations to advise on legal issues in relation to the draft Legislative Proposals and draft Subsidiary Legislation and deal with the comments thereon and amendments thereto.

3.3 The Subsidiary Legislation to be drafted shall be in both English and Chinese and contain, inter alia, the following main contents –

(a) interpretation; (b) licence conditions for travel agents, tourist guides and tour escorts (see

section 163(f) of the Ordinance);

(c) requirements that licensees must comply with (see section 163(h) of the Ordinance);

(d) duty of authorized representatives of licensed travel agents to inform

TIA of change in the travel agents’ particulars, and duty of licensed tourist guides and tour escorts to inform TIA of change in their particulars (see section 163(i) of the Ordinance);

(e) display of tour group information by licensed travel agents on the

vehicles arranged for transporting the tour group (see section 163(c) of the Ordinance);

(f) periods within which applications for licences, etc. must not be made

again (see section 163(b) and (g) of the Ordinance);

(g) fees collected by TIA (see section 163(a), (d) and (e) of the Ordinance);

(h) procedures to handle minor contraventions by licensees (see section 163(k) of the Ordinance);

(i) procedures for the disciplinary committee and an inquiry committee in

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conducting meetings (see section 163(j) of the Ordinance);

(j) operation and details of a system for the collection, payment and recording of levies (see section 149(1)(c) and (2) of the Ordinance);

(k) applications for ex gratia payments, handling of such applications and

granting of ex gratia payments under TICF (see section 149(1)(a) and (b), (3), (4) and (5) of the Ordinance);

(l) regulations for the better carrying out of the purposes of Parts 2 to 7 of

the Ordinance (see section 163(l) of the Ordinance); and

(m) explanatory notes. 4. Deliverables and Timeframe 4.1 The tentative plan is that the Legal Services will start in late August 2020. The Legal Services shall commence on the date to be decided by TIA subject to the award of the Contract by TIA, and shall continue subject to the terms of the Contract until completion of the Legal Services to the satisfaction of TIA, in consultation with relevant HKSAR Government bureaux/departments. 4.2 Subject to any adjustment of time as may be agreed by TIA at its absolute discretion, the Service Provider shall submit deliverables as required by TIA including those mentioned below (“Deliverables”) to the satisfaction of TIA, in consultation with relevant HKSAR Government bureaux/departments, in accordance with the following tentative timetable –

Deliverables Submission Deadline Mode (a) Draft Legislative Proposals

for the Subsidiary Legislation (in both Chinese and English)

31 October 2020 Soft and hard copies

(b) First draft Subsidiary Legislation (in both Chinese and English) incorporating changes upon the instructions of TIA and relevant HKSAR Government bureaux/departments

15 February 2021 Soft and hard copies

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Deliverables Submission Deadline Mode (c) Second draft Subsidiary

Legislation (in both Chinese and English) incorporating changes upon the instructions of TIA and relevant HKSAR Government bureaux/departments

15 June 2021 Soft and hard copies

(d) Third Draft Subsidiary Legislation (in both Chinese and English) incorporating changes upon the instructions of TIA and relevant HKSAR Government bureaux/departments, for vetting by DoJ

31 August 2021

Soft and hard copies

4.3 Time is of the essence. The Service Provider together with the Legal Team (as defined in paragraph 5.1 below) will be required to complete the Legal Services within a tight time-frame and give top priority to providing the Legal Services and, if required, to attend urgent meetings at short notice and to give timely advice to TIA from time to time. All members of the Legal Team shall be readily contactable throughout the Contract period by ordinary means of communication including telephone, meeting in person and email. 4.4 The Legal Services to be provided by the Service Provider will be subject to consideration by TIA, in consultation with relevant HKSAR Government bureaux/departments. The Service Provider shall amend upon the instructions of TIA, in consultation with relevant HKSAR Government bureaux/departments, any of the Deliverables submitted. None of the Deliverables submitted shall be deemed to have been completed until and unless TIA, in consultation with relevant HKSAR Government bureaux/departments, has confirmed acceptance of the same in writing. 5. Invitation to Submit Tender 5.1 The Service Provider shall deploy or engage personnel with relevant expertise, knowledge and experience (“Legal Team”) to provide the Legal Services. The Legal Team shall comprise at least two (2) members. One of the members shall be an experienced lawyer (“Leading Counsel”) with at least 15 years’ post-qualification experience/15 years’ professional experience since attaining the right to full practice and expertise/knowledge in drafting and

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providing legal advice on subsidiary legislation and/or similar legal instruments in relation thereto. Other than the Leading Counsel, there shall be other lawyer(s) qualified in Hong Kong with relevant experience and expertise/knowledge to be included in the Legal Team to assist the Leading Counsel. All members of the Legal Team shall be proficient in both spoken and written English, Cantonese and written Chinese. Written approval from TIA is required if there is a change in the membership of the Legal Team. 5.2 A service provider interested to respond to this Service Brief is invited to submit SEPARATELY a technical proposal (“Technical Proposal”) and a fee proposal (“Fee Proposal”) in English, each with three (3) copies. The submission should contain no more than twelve (12) A4-size pages with a font size of 12 single line spacing (including CVs, credentials and all supporting documents). 5.3 The Technical Proposal should contain the following –

(a) the service provider’s background and relevant experience; (b) the profile of the proposed Legal Team and the CVs of all members of

the Legal Team, which shall include brief details of their relevant experience and expertise/knowledge and any relevant information;

(c) the service provider’s confirmation that the Legal Team will be

available in Hong Kong from late August 2020 to the first quarter of 2022 when the Legal Services are currently expected to be required, and that the service provider is able to meet the requirement in paragraph 4.3 above;

(d) a completed “Declaration of Interest” form (see paragraph 11 below

and Schedule 4 to this Service Brief); and (e) any other information that would assist TIA’s consideration of the

service provider’s tender. 5.4 The Fee Proposal should contain the following –

(a) a fee proposal (by completing Schedule 5 to this Service Brief) with the Service Fee (as defined in paragraph 9.1 below) in Hong Kong dollars, with a manning schedule with hourly rates shown against each member of the Legal Team, and the proposed hourly rate for each of the Optional Items (as defined in paragraph 3.2(a) and (b) above); and

(b) a completed “Consent to Disclosure” form (see paragraph 6.2 below

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and Schedule 6 to this Service Brief).

5.5 The Technical and Fee Proposals shall be submitted in separate sealed envelopes with the words “Technical Proposal” and “Fee Proposal” clearly marked on the envelopes. These two sealed envelopes shall then be placed together in a sealed plain envelope marked “Provision of Legal Services for Drafting Subsidiary Legislation under Travel Industry Ordinance (Cap. 634)”. The tender shall be submitted to the TIA Secretariat by depositing it in the tender box at Unit 202, 2/F, The Hub, 23 Yip Kan Street, Wong Chuk Hang, Hong Kong at or before 12:00 noon (Hong Kong time) on 23 July 2020 (“Closing Date”). Late or incomplete submissions will not be considered. 5.6 Tenders may be deposited from 9:30 a.m. to 1:00 p.m. and from 2:00 p.m. to 5:30 p.m. from Monday to Friday, excluding Saturday, Sunday and public holidays. If a tropical cyclone signal No. 8 or above is hoisted, or a black rainstorm warning signal or “extreme conditions after super typhoons” announced by the HKSAR Government being in force, or any possible scenarios of blockage of public access to the location for any duration between 9:00 a.m. and 12:00 noon on the closing date, the deadline for submission will be extended to 12:00 noon on the following weekday (i.e. except Saturday and Sunday) other than a public holiday. 5.7 A tender shall, unless indicated otherwise in the tender, remain valid at least for ninety (90) days after the Closing Date. 5.8 TIA reserves the right to suspend, not to proceed or to cancel this tender invitation exercise at any time without prior notice. TIA also reserves the right, at its absolute discretion, not to engage any service provider which has submitted their tender in response to this invitation for the whole or any part of the Legal Services. Submission of a tender shall be made on the understanding that TIA will not be liable to pay any costs arising out of or incidental to the preparation, submission or clarification of any tenders. TIA is also under no obligation to discuss the assessment or assessment result of any tenders with any persons. 5.9 After submission of the tender, the service provider shall not attempt to initiate any further contact, whether direct or indirect, with TIA on the service provider’s tender or this invitation. TIA and the Secretariat of TIA shall have the sole right to initiate any such further contact and all such contacts and any replies of the service provider thereto shall be in writing or formally documented in writing. 5.10 Proposals for the provision of the Legal Services will be assessed according to a set of pre-determined criteria at Appendix.

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5.11 The Fee Proposal will only be opened for evaluation after completion of the assessment of the Technical Proposal to ensure unbiased evaluation. The Fee Proposal will be assessed on the basis of the proposed fixed total fee. 5.12 The overall weighting for the Technical Proposal and the Fee Proposal is 70% and 30% respectively. 5.13 TIA will not be bound to select any service providers on the basis of the lowest Service Fee quoted. The service provider which scores the highest total score will normally be considered for the appointment. TIA reserves the right to negotiate with any potential service providers at its absolute discretion. 6. Disclosure of Fees Payable to the Service Provider and Other

Matters 6.1 TIA shall have the right to disclose to any person, whenever it considers appropriate or upon request by any third party (written or otherwise), and in such form and manner as it deems fit –

(a) the Service Fee and any other fees, costs and expenses payable by TIA for engaging the Service Provider;

(b) the tender submitted by the Service Provider; and (c) the engagement by TIA of the Service Provider under the Contract (as

defined in paragraph 14.1 below); the names of the Service Provider and sub-contractors engaged by the Service Provider to provide any or parts of the Legal Services in accordance with the Contract; and description of the Legal Services.

6.2 For the purposes of paragraph 6.1, the Service Provider shall complete, execute and deliver to TIA a “Consent to Disclosure” in the form set out in Schedule 6 to this Service Brief. 7. Personal Data Provided 7.1 The personal data provided in a tender will be used for tender evaluation and contract award purposes. If insufficient or inaccurate information is provided, TIA reserves the right to refuse to consider the tender concerned. 7.2 The service provider acknowledges and consents that the personal data provided in the tender may be disclosed to the HKSAR Government.

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7.3 Enquiries concerning the personal data collected by means of the tender should be addressed to TIA. 7.4 Any tender and relevant documents submitted to TIA will be retained for a period of not less than three (3) months after the notification of the result of this tender invitation exercise and may be disposed of thereafter. 8. Unreasonably Low Price 8.1 TIA may require a service provider which, in the opinion of TIA, has submitted an unreasonably low price for the tender to justify and demonstrate to the satisfaction of TIA that the service provider is capable of providing the Legal Services and delivering all Deliverables. 9. Service Fee and Payment 9.1 TIA shall pay the Service Provider a fixed lump sum (“Service Fee”) in Hong Kong dollars in consideration of and subject to the provision of the Legal Services by the Service Provider to the satisfaction of TIA, in consultation with relevant HKSAR Government bureaux/departments. 9.2 The Service Provider shall be paid the Service Fee by instalment in accordance with the following payment schedule. Invoice of each payment shall only be issued by the Service Provider to TIA after the written acceptance by TIA, in consultation with relevant HKSAR Government bureaux/departments, of all the Deliverables provided by the Service Provider corresponding to that instalment – Instalment Deliverable Required Percentage of

Fee Payable First Draft Legislative Proposals for the Subsidiary

Legislation as required in paragraph 4.2(a) above to the satisfaction of TIA

10%

Second First draft Subsidiary Legislation as required in paragraph 4.2(b) above to the satisfaction of TIA

15%

Third Second draft Subsidiary Legislation as required in paragraph 4.2(c) above to the satisfaction of

25%

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Instalment Deliverable Required Percentage of Fee Payable

TIA

Fourth Third draft Subsidiary Legislation as required in paragraph 4.2(d) above to the satisfaction of TIA

25%

Fifth Provision of Legal Services upon the instructions of TIA until the end of scrutiny of the Subsidiary Legislation by LegCo (tentatively in the first quarter of 2022)

25%

Total 100% 9.3 TIA shall pay the Service Provider an amount (“Fee for Optional Items”) in Hong Kong dollars in consideration of and subject to the completion of the Optional Item (as defined in paragraph 3.2(a) and (b) above) concerned by the Service Provider to the satisfaction of TIA, in consultation with relevant HKSAR Government bureaux/departments. 9.4 For the avoidance of doubt, the Service Fee and the Fee for Optional Items shall be inclusive of all fees, costs, charges and disbursements incurred by the Service Provider, and any legal counsels, lawyers and/or sub-contractors engaged by the Service Provider, in the provision of the Legal Services, including but without limitation the costs and expenses incidental to the attendance of meetings and consultations, the giving of presentations and briefings, the licence fees and/or royalties payable by the Service Provider, and any legal counsels, lawyers and/or sub-contractors engaged by the Service Provider, in connection with the permitted use of any third party intellectual property rights in the provision of the Legal Services and preparation of the Deliverables, other out-of-pocket expenses such as travelling expenses, air passages, local subsistence allowances for expatriates and others, postage, international telephone calls, facsimile and internet connection expenses, translation charges on written Deliverables, copying and printing charges and expense in relation to computer facilities that may be incurred by the Service Provider, and any legal counsels, lawyers and/or sub-contractors engaged by the Service Provider, in the provision of the Legal Services. For the avoidance of doubt, no fee, cost, charge or disbursement whatsoever in addition to the Service Fee and the Fee for Optional Item shall be charged by the Service Provider or payable by TIA in respect of the Legal Services and the Optional Items without the prior written agreement of TIA. 9.5 The Service Provider shall invoice TIA for each instalment payment of the Service Fee after TIA’s acceptance of the Deliverable concerned to the

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satisfaction of TIA in consultation with relevant HKSAR Government bureaux/departments. Should there be any defect in a Deliverable or amendment(s) required to be made in a Deliverable submitted by the Service Provider, TIA may by notice in writing require the Service Provider to amend and re-submit the Deliverable at no extra cost or expense to TIA within seven (7) working days of the notice given until TIA, in consultation with relevant HKSAR Government bureaux/departments, finally accepts the Deliverable. Each instalment of the Service Fee will normally be paid within thirty (30) working days after the receipt of the invoice from the Service Provider. 9.6 The Service Provider shall invoice TIA for payment of the Fee for Optional Items after completion of the Optional Item(s) concerned to the satisfaction of TIA in consultation with relevant HKSAR Government bureaux/departments. 10. Sub-contracting 10.1 The Service Provider shall not, without the prior written consent of TIA, sub-contract, assign or otherwise dispose of the whole or any part of or parts of the Legal Services to any person whatsoever, or purport to do so. If any part of the Legal Services is sub-contracted, assigned or otherwise disposed of to any person, the Service Provider shall remain liable for any act or omission of such person as if such act or omission were its own. 11. Conflict of Interest 11.1 A service provider shall submit as part of its tender a declaration of any interest (whether financial, professional, commercial, personal or otherwise) that the service provider, its Associates and Associated Persons, its sub-contractors, members of the Legal Team and any of their respective Associates or Associated Persons may have which conflicts or competes, or may be seen to conflict or compete, directly or indirectly, with any interest of TIA and/or with any of the duties of the Service Provider under the Contract (or a declaration that it has no such interest). Any involvement or interest declared would be carefully considered but would not necessarily debar the service provider from being further considered in the selection process. 11.2 The Service Provider shall during the term of the Contract and for six (6) months thereafter –

(a) ensure that it (including its Associates and Associated Persons, each member of the Legal Team and each of its sub-contractors and their respective Associates and Associated Persons) shall not undertake any

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service, task or job or do anything whatsoever for or on behalf of any third party (other than in the proper performance of the Contract) which conflicts or competes, or which may be seen to conflict or compete, with the Service Provider’s duties to TIA under the Contract; and

(b) forthwith notify in writing TIA of all or any facts which may

reasonably be considered to give rise to a situation where the financial, professional, commercial, personal or other interests of the Service Provider, or its Associates or Associated Persons, or any of its sub-contractors or members of the Legal Team or their respective Associates or Associated Persons, conflict or compete, or may be seen to conflict or compete, with the Service Provider’s duties to TIA under the Contract.

11.3 The Service Provider shall provide the Legal Services to TIA on an impartial basis without giving favour to any particular product, service or equipment in which the Service Provider, its Associates or Associated Persons, any of its sub-contractors or members of the Legal Team or their respective Associates or Associated Persons has or may have any financial, professional, commercial, personal or other interests. The Service Provider shall notify TIA in writing immediately upon knowing of any actual or potential, direct or indirect, financial, professional, commercial, personal or other interests, which such persons have or may have with, any of the products, services or equipment proposed or recommended by the Service Provider under the Contract. 11.4 The Service Provider shall procure its sub-contractors, each member of the Legal Team and its professional advisers, directors, officers, employees and agents who are involved in the provision of the Legal Services to execute a legally binding written undertaking in favour of the Service Provider and TIA jointly and severally in a form prescribed by TIA agreeing to observe paragraphs 11.2 and 11.3 and the Service Provider shall provide the original or certified true copies of all such undertakings to TIA as may be required by TIA. The Service Provider further agrees that, if so required by TIA, it shall take all such steps as are lawful and necessary to enforce such undertakings or to co-operate with TIA in their enforcement. 11.5 The Service Provider shall ensure that its Associates and Associated Persons, each of its sub-contractors and each member of the Legal Team and their respective Associates and Associated Persons shall keep themselves informed and shall inform the Service Provider and keep it informed regularly of all facts which may reasonably be considered to give rise to a situation where the financial, professional, commercial, personal or other interests of such persons, conflict or compete, or may be seen to conflict or compete, with the Service Provider’s duties to TIA under the Contract.

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11.6 During the term of the Contract and notwithstanding the expiry or earlier termination of the Contract, the Service Provider (including its Associates and Associated Persons, each member of the Legal Team and each of its sub-contractors and their respective Associates and Associated Persons who are involved in the performance of the Service Provider’s obligations pursuant to the Contract) shall not (whether on its own or in joint venture with others) submit any bid in any competitive bidding process or accept any appointment as service provider for, or otherwise be interested in or involved in any manner in any subsequent exercise for procurement arising out of or which was the very subject of the provision of Legal Services. 11.7 The Service Provider is required to agree and undertake that it shall take all such steps as are lawful and necessary to enforce the undertakings mentioned in paragraph 11.4 and to co-operate with TIA in their enforcement, including imposing any sanctions and/or taking any necessary legal action against its sub-contractors, each member of the Legal Team and its professional advisers, directors, officers, employees and agents who are involved in the provision of the Legal Services. 11.8 In this Service Brief –

(a) “Associate” in relation to any person means –

(i) a relative or partner of that person; or

(ii) a company one or more of whose directors is in common with one or more of the directors of that person;

(b) “Associated Person” in relation to another person means –

(i) any person who has control, directly or indirectly over the other;

or

(ii) any person who is controlled, directly or indirectly, by the other; or

(iii) any person who is controlled by, or has control over, a person at

(i) or (ii) above;

(c) “control” in relation to another person means holding office as a director or the power of a person to secure –

(i) by means of the holding of shares or interests or the possession

of voting power in or in relation to that or any other person; or

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(ii) by virtue of powers conferred by any constitution, memorandum

or articles of association, partnership, agreement or arrangement (whether legally enforceable or not) affecting that or any other person,

that the affairs of the first-mentioned person are conducted in

accordance with the wishes of that other person;

(d) “director” means any person occupying the position of director by whatever name called and includes without limitation a de facto or shadow director; and

(e) “relative” means the spouse, parents, child, brother or sister of the relevant person, and, in deducing such a relationship, an adopted child shall be deemed to be a child both of the natural parents and the adopting parent and a step child to be a child of both the natural parents and of any step parent.

12. Confidentiality 12.1 All materials and data furnished by or on behalf of TIA in connection with the Contract, Materials (as defined in paragraph 19.10 below), and the terms and conditions of the Contract shall be treated as confidential information. The Service Provider shall not, during the continuance of the Contract or at any time thereafter, disclose to any person (including without limitation any Associates or Associated Persons, directors, officers, employees or agents of the Service Provider who are not members of the Legal Team, except to the senior management, legal and compliance personnel and auditors of the Service Provider and then only on a need-to-know basis) any confidential information, provided that the restrictions on disclosure contained in this paragraph shall not apply –

(a) to the disclosure of any information to any member of the Legal Team in circumstances where such disclosure is necessary for the performance of the Service Provider’s duties and obligations under the Contract;

(b) to the disclosure of any information already known to the recipient other than as a result of disclosure by a breach of the confidentiality obligation of the Service Provider, its Associates or Associated Persons, directors, officers, employees, agents or any member of the Legal Team

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or its sub-contractors including without limitation professional advisers;

(c) to the disclosure of any information which is or becomes public

knowledge other than as a result of disclosure by a breach of the confidentiality obligation of the Service Provider, its Associates or Associated Persons, directors, officers, employees, agents or any member of the Legal Team or its sub-contractors including without limitation professional advisers;

(d) to the disclosure of any information in circumstances where such disclosure is required pursuant to any law, regulation, rule of any relevant stock exchange, or order of a court or arbitral authority of competent jurisdiction;

(e) to the disclosure of any information to the Service Provider’s sub-contractors, professional advisers, directors, officers, employees or agents where such disclosure is necessary for the performance of the Service Provider’s duties and obligations under the Contract; or

(f) to the disclosure of any information with the prior written consent of TIA.

TIA shall have the right to determine in good faith at any time whether any information is within that described in (b), (c) or (e) above and the Service Provider shall comply with that determination. For the purpose of (e), if at the time TIA discloses the information to the Service Provider, TIA does not expressly state that the information cannot be distributed to the persons named in (e), TIA shall be deemed to have consented to the disclosure of that information to those persons but such disclosure shall be strictly limited to the performance of the Service Provider’s duties and obligations under the Contract.

12.2 Any disclosure permitted under paragraph 12.1 shall be in strict confidence and shall extend only so far as may be necessary for the purpose specified in paragraph 12.1 and TIA shall ensure the confidentiality of any such disclosure by taking all appropriate action to restrain or restrict any further disclosure. 12.3 The Service Provider shall not make use of or reproduce any information, report, chart, document, plan, software, data or other particulars or information whatsoever relating to the Contract furnished by or on behalf of TIA other than in the performance of its obligations under the Contract and shall not make use of the Deliverables or any Materials or computer models produced or created in relation to the performance of its obligations under the Contract other than in the performance of its obligations under the Contract or with the prior written consent of TIA.

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12.4 The Service Provider shall not without the prior written consent of TIA publish, either alone or in conjunction with any other person, in any newspaper, magazine, periodical, film, video or other medium, any confidential information relating to the Legal Services (including without limitation the advice provided by it or the duties undertaken by it under the Contract). 12.5 The Service Provider shall inform every person to whom any information, report, chart, document, plan, software, data or other particulars or information relating to the Contract is disclosed pursuant to this paragraph of the restrictions on reproduction and disclosure attaching to such information and the Service Provider shall require such a person to notify the same restrictions to any other person to whom it makes any such disclosure. 12.6 The Service Provider shall procure its sub-contractors, each member of the Legal Team and its professional advisers, directors, officers, employees and agents referred to in paragraph 12.1(e) above to execute a legally binding written undertaking in favour of the Service Provider and TIA jointly and severally in a form prescribed by TIA agreeing not to disclose any such confidential information and the Service Provider shall provide the original or certified true copies of all such undertakings to TIA as may be required by TIA. The Service Provider further agrees that, if so required by TIA, it shall take all such steps as are lawful and necessary to enforce such undertakings or to co-operate with TIA in their enforcement. 12.7 Paragraphs 12.1 to 12.6 shall survive the expiry or termination of the Contract and shall continue in full force and effect notwithstanding such expiry or termination. 13. Nature of Contract 13.1 The Service Provider will be engaged by TIA as an independent service provider on a principal-to-principal basis and not as a partner, employee or agent of TIA or as a trustee for others. 14. Contract 14.1 If a service provider is selected for engagement, TIA will issue a letter of acceptance as indication of acceptance. The terms set out in the letter of acceptance together with those in this Service Brief, the tender submitted by the service provider, including the “Consent to Disclosure” form and the “Declaration of Interest” form completed by the service provider, shall constitute a binding contract (“Contract”). The Contract will contain the

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complete terms and conditions of the Legal Services, including without limitation the matters referred to in this Service Brief, expanded and modified as TIA deems necessary, and other matters such as fees, details of the Legal Team, set-off and force majeure. A service provider that has not received any notification within the validity period (not less than ninety (90) days) of the service provider’s tender shall assume that the tender has not been accepted. 14.2 Nothing in the Contract will confer or purport to confer on any third party any benefit or any right to enforce any term of the Contract pursuant to the Contracts (Rights of Third Parties) Ordinance (Cap. 623). 15. Indemnity 15.1 The Service Provider shall indemnify and keep indemnified TIA against –

(a) any and all claims (whether or not successful, compromised, settled, withdrawn or discontinued, in whole or in part), actions, investigations, liabilities, demands, proceedings or judgments, joint or several, threatened, brought or established against TIA (“Claims”); and

(b) any and all liabilities, losses, damages, costs, charges or expenses (including all legal fees and other awards, payments, costs, charges and expenses) which TIA may pay or incur as a result of or in relation to any Claims,

which in any case arise directly or indirectly in connection with, out of or in relation to –

(a) the performance or breach of any provisions of the Contract by the Service Provider;

(b) the negligence, recklessness, tortious acts or wilful misconduct of the Service Provider, its employees, agents or sub-contractor(s) in the provision of the Legal Services;

(c) any default, unauthorised act or wilful omission of the Service Provider, its employees, agents or sub-contractor(s) in the provision of the Legal Services;

(d) the non-compliance by the Service Provider, its employees, agents or sub-contractor(s) with any applicable law, or regulation, order or requirement of any government agency or authority in the provision of the Legal Services;

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(e) any allegation of or claim for infringement of the Intellectual Property

Rights (as defined in paragraph 19.10 below) of any party arising from or in relation to the provision of the Legal Services by the Service Provider, its employees, agents or sub-contractor(s); or

(f) the provision, use, reproduction or possession at any time whether before or after the execution of the Contract of the Materials or Licensed Property (as defined in paragraph 19.3 below) by TIA.

15.2 TIA will not under any circumstances provide any indemnity. 16. Restrictions, Limitations and Counter-Proposals Proposed by the

Service Provider 16.1 Restrictions or limitations proposed by a service provider which seek to limit or avoid the responsibility of the service provider or the Legal Team in contract, tort or otherwise for failing to exercise the skill and care required by the Contract or reasonably expected of the Service Provider, and the Legal Team in these circumstances may render any proposal non-compliant at the absolute discretion of TIA. 16.2 The obligations and liabilities imposed on the Service Provider in paragraphs 11, 12, 15 and 19 (conflict of interest, confidentiality, indemnity and intellectual property rights) in this Service Brief are not subject to negotiation or counter-proposals. Any counter-proposal in contravention of this paragraph will be disregarded. 17. Changes in the Scope of the Legal Services 17.1 TIA may, at any time by giving fourteen (14) days’ written notice to the Service Provider, make changes as are reasonable in all the circumstances to the scope of the Legal Services. The costs (if any) of such changes and the impact of such changes on the timetable, charging and payment provisions of the Contract shall be mutually agreed in writing by TIA and the Service Provider with reference to and on the basis of the breakdown costs and fees quoted in the Service Provider’s Fee Proposal. 17.2 If TIA and the Service Provider are unable to agree on the costs of the changes, the revised work schedule, charge or payment schedule for the Deliverables, TIA may nevertheless direct the Service Provider in writing to proceed with the changes with reference to and on the basis of the breakdown costs and fees quoted in the Service Provider’s Fee Proposal and the Service

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Provider shall act accordingly. 18. Termination of the Contract 18.1 TIA may, by written notice, immediately terminate the Contract if the Service Provider is in breach of any of the terms and conditions of the Contract which is not capable of being remedied or, in the case of a breach capable of being remedied, such breach shall not have been remedied by the Service Provider within seven (7) days of the date of the receipt of a notice to remedy from TIA. 18.2 TIA may at any time prior to the completion of provision of the Legal Services at its option suspend or terminate the Contract by giving the Service Provider fourteen (14) days’ prior written notice of such suspension or termination. 18.3 In the event of termination prior to the completion of provision of the Legal Services, TIA may itself complete the Legal Services or (at TIA’s option) may engage, use or employ any other service provider to complete the said services and TIA or such other service provider may use the Materials (whether or not title has passed to TIA in respect thereof) and the Licensed Property or any part thereof for such completion. The suspension or termination of the Contract shall not prejudice or affect any rights of action or other remedies which may have accrued to TIA or the Service Provider. 18.4 The Service Provider will be paid for Legal Services properly provided up to the date of suspension or termination. The Service Provider shall not be entitled to compensation for the remaining Legal Services which have not been provided. The Service Provider shall submit Materials, information and a report on the findings up to the date of suspension or termination to TIA. 19. Intellectual Property Rights 19.1 Subject to paragraph 19.3, all the Materials and all the Intellectual Property Rights in all the Materials shall be and shall remain the exclusive property of TIA and shall vest in TIA absolutely at the time when they are created. 19.2 In the event and to the extent that any of the Intellectual Property Rights in the Materials is deemed for any reason not to vest in TIA pursuant to

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paragraph 19.1 above, then, upon request by TIA, the Service Provider shall forthwith, free of charge to TIA, assign or otherwise transfer or cause to be assigned or otherwise transferred the same to TIA free of any encumbrance or compensation to the Service Provider. 19.3 The provisions of paragraph 19.1 shall not apply to the following type of property (“Licensed Property”) namely that of a kind which is available publicly or generally within the business of a kind similar to that to be provided by the Service Provider under the Contract or which is or was specifically produced or created solely and exclusively in relation to services, other than services provided or to be provided to TIA under the Contract, and which is incorporated or used in the Materials or otherwise used by the Service Provider in the performance of the Contract. The Service Provider shall keep TIA informed in writing of any of the Materials that are subject matter(s) of the Licensed Property or any pre-existing Intellectual Property Rights and any restrictions whatsoever affecting the use thereof. 19.4 The Service Provider undertakes to acquire all the requisite consents and licenses for the benefit of TIA for the use and reproduction of the Licensed Property incorporated in the Materials for any purposes for which TIA may in its absolute discretion use the Materials. 19.5 Upon request by TIA at any time, and in the event of the expiration or termination of the Contract, the Service Provider shall at its expense promptly deliver to TIA all the Materials and all copies of the Materials (save for Deliverables already submitted), then in the custody, control or possession of the Service Provider, its sub-contractors, members of the Legal Team, or their respective officers, employees and agents. 19.6 The Service Provider hereby waives and will procure all the authors concerned to waive all moral rights (as referred to in the Copyright Ordinance (Cap. 528) in the Materials and the Licensed Property), such waiver to operate in favour of TIA, its licensees, assigns and successors in title and to have effect upon the vesting of Intellectual Property Rights or the grant of the licence (as the case may be). 19.7 The Service Provider shall ensure that no Intellectual Property Rights of any third parties have been or will be infringed as a result of the Legal Services and shall indemnify TIA against any loss or damage which TIA may sustain or incur as a result of any allegation of or claim for infringement of the Intellectual Property Rights of any party arising from or in any way related to the Legal Services or the use or possession at any time of the Materials by TIA whether before or after the execution of the Contract. 19.8 At the request of TIA, the Service Provider shall, free of charge to TIA,

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do all such things and execute all such documents and instruments as may be reasonably necessary in the opinion of TIA to enable TIA to obtain, defend and enforce its rights in the Materials and its rights in respect of the Licensed Property. 19.9 Paragraphs 19.1 to 19.8 shall survive the expiration or early termination of the Contract. 19.10 For the purpose of this Service Brief –

(a) “Intellectual Property Rights” means patents, copyrights, design rights, trademarks, service marks, trade names, domain names, database rights, rights in know-how, new inventions, designs or processes and other intellectual property rights (of whatever nature wherever arising, whether now known or hereafter created) and in each case whether registered or unregistered and including applications for the grant of any such rights; and

(b) “Materials” includes all the deliverables (including the Deliverables),

reports, works of authorship, summaries, briefings, presentations, diagrams, drawings, charts, tables, graphs, pictures, photographs, questionnaires, plans, models, analyses, work programmes, technical notes, information papers, opinions, comments, specifications, formulae, data, information, documents and materials collected, compiled, developed, produced or created by the Service Provider, the Legal Team or the employees, directors, officers, agents or sub-contractors at all tiers of the Service Provider, agents or sub-contractors (whether individually or jointly with TIA) in relation to and/or in the course of the performance of the Legal Services or for the purpose of the Contract including, but without limitation, the pre-contractual and contractual documents thereof which are recorded or stored by whatever means in whatever form or media and the drafts of any of the above items.

20. Warranty 20.1 The Service Provider will be required to warrant and undertake to TIA that –

(a) the Legal Services shall be performed and completed in an impartial, timely and diligent manner and that the Service Provider, each member of the Legal Team, each of the Service Provider’s sub-contractors and every person employed, used or engaged by the Service Provider in the

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performance of the Legal Services shall use all the experience, skills, care and diligence in the performance of the Legal Services and the discharge of all its duties and obligations under the Contract as may be expected from a person who is an expert in providing services of a kind similar to the Legal Services; and

(b) the Service Provider, the Legal Team and the sub-contractors engaged by the Service Provider have the necessary skills and experience to provide the Legal Services and it shall provide independent and unbiased professional advice to TIA in relation to the Legal Services in accordance with applicable professional standards in the Hong Kong and international markets.

21. Warranty of No Collusion 21.1 By submitting a tender, a service provider represents and warrants that in relation to the tender –

(a) the service provider has not communicated to any person other than TIA or the service provider’s insurers the amount of Service Fee for the purpose of preparing the tender;

(b) the service provider has not fixed and will not fix the amount of Service Fee submitted in the tender by arrangement with any person;

(c) the service provider has not made and will not make any arrangement with any person as to whether he/she or that person will or will not submit a tender; and

(d) the service provider has not otherwise colluded and will not collude with any other person in any manner whatsoever in relation to this tender invitation exercise.

21.2 In the event that the service provider is in breach of any of the representations and/or warranties in paragraph 21.1 above, TIA shall be entitled to, without compensation to any person or liability on the part of TIA –

(a) reject the service provider’s tender;

(b) if TIA has accepted the service provider’s tender, withdraw its acceptance of the tender; and

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(c) if TIA has entered into the Contract with the service provider, forthwith

terminate the Contract. 21.3 The service provider shall indemnify and keep indemnified TIA against all losses, damages, costs or expenses arising out of or in relation to any breach of any of the representations and/or warranties in paragraph 21.1 above. 21.4 Any breach of any of the representations and/or warranties in paragraph 21.1 above by a service provider may prejudice the service provider’s standing as TIA’s service provider. 21.5 Paragraph 21.1 above shall have no application to the service provider’s communications in strict confidence with the service provider’s own insurers or brokers to obtain an insurance quotation for computation of any fee quoted in the tender or with the service provider’s professional advisers, consultants or sub-contractors to solicit their assistance in preparation of the tender. 21.6 The rights of TIA under paragraphs 21.2 to 21.4 above are in addition to and without prejudice to any other rights or remedies available to it against the service provider. 22. Settlement of Disputes 22.1 Any dispute or difference between the parties arising out of or in connection with the Contract which is not resolved within twenty-eight (28) days may first be referred to mediation in accordance with the then current Hong Kong International Arbitration Centre Mediation Rules. 22.2 If the matter cannot be resolved by mediation or any party to the Contract does not wish the matter to be referred to mediation, any party may within ninety (90) days from the failure of mediation or the refusal to mediate (as the case may be) require that the matter be referred to arbitration in accordance with and subject to the provisions of the Arbitration Ordinance (Cap. 609). Any such reference shall be deemed to be a submission within the meaning of the Arbitration Ordinance. 22.3 Subject to paragraphs 22.4 and 22.5, the then current Hong Kong International Arbitration Centre Domestic Arbitration Rules (“Arbitration Rules”) shall apply to any arbitration instituted in accordance with this paragraph. 22.4 Notwithstanding any provision of the Arbitration Rules, the place of

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meetings and hearings in the arbitration shall be Hong Kong unless the parties otherwise agree. 22.5 Article 20.1 of the Arbitration Rules shall be deleted and replaced by –

“20.1 The arbitration proceedings are private and confidential between the parties and the arbitrator. No information relating to the arbitration shall be disclosed by any person without the written consent of each and every party to the arbitration. Notwithstanding the above, disclosures are permissible where disclosures –

(a) are necessary for enforcement of the arbitral award or any settlement agreement between the parties;

(b) are required by the parties’ auditors or for some other legitimate business reason;

(c) are required by law or an order of the courts of Hong Kong; or (d) are necessary for the making of claims against any third party or to

defend a claim brought by any third party.” 22.6 All provisions in Schedule 2 to the Arbitration Ordinance shall apply to any arbitration instituted in accordance with these provisions on settlement. 22.7 Unless the Contract has already been terminated or if no suspension of the Legal Services is in effect, the Service Provider shall continue to provide the Legal Services during the resolution of the dispute. 23. Prevention of Bribery 23.1 The Service Provider shall prohibit its directors, employees, agents and sub-contractors who are involved in the Legal Services from offering, soliciting or accepting any advantage as defined in the Prevention of Bribery Ordinance (Cap. 201). The Service Provider shall also caution its directors, employees, agents and sub-contractors against soliciting or accepting any excessive hospitality, entertainment or inducements which would impair their impartiality in relation to the Legal Services. 23.2 The Service Provider shall take all necessary measures to ensure that its directors, employees, agents and sub-contractors are aware of the aforementioned provision (paragraph 23.1 above) and will not solicit or accept any advantages, excessive hospitality, etc. when conducting any business in connection with the Contract. 24. Governing Law and Jurisdiction

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24.1 The Contract shall be governed by and construed in accordance with the laws of Hong Kong, and TIA and the Service Provider agree to submit to the jurisdiction of the courts of Hong Kong in relation to any matters arising out of the Contract. 25. Enquiry 25.1 Enquiries may be made to – Travel Industry Authority Secretariat Tel: 3105 8727 Attn.: Mr Raymond CHANG

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Appendix Travel Industry Authority

Invitation for Tender for Provision of Legal Services for Drafting Subsidiary Legislation under Travel Industry Ordinance (Cap. 634)

Marking Scheme for Assessment of Proposals

A technical weighting to fee weighting of 70:30 is adopted for this exercise. TIA will use this marking scheme for assessing the service providers’ proposals. Fee assessment will be conducted only after technical assessment is completed. Proposals received will be assessed according to the following stages:

Stage 1 — Technical Assessment (70% of overall assessment)

No. Technical Assessment Criteria

1 Background and relevant experience of the service provider

2 Profile, relevant experience and expertise/knowledge of the Legal Team

The maximum technical score which may be attained for the technical assessment is 100. There is a passing score of 50. Proposals which fail to attain such passing score will not be considered further.

Proposals which have attained a total of 50 or above for technical assessment will have their weighted technical scores calculated as follows:

Weighted Technical Score = 70 x Technical score of the proposal being assessed

Highest technical score among the conforming proposals Stage 2 — Fee Assessment (30% of overall assessment)

Proposals which have attained the passing score or above in the technical assessment will have their weighted fee scores calculated as follows:

Weighted Fee Score = 30 x Lowest Services fee quoted among the conforming Proposals

Services fee quoted by the Proposal being assessed

Stage 3 — Overall Assessment

The total score will be calculated as follows:

Total Score = Weighted Technical Score + Weighted Fee Score

The service provider attaining the highest total score will normally be recommended for appointment.

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Travel Industry Authority Invitation for Tender for Provision of Legal Services for Drafting

Subsidiary Legislation under Travel Industry Ordinance (Cap. 634)

Schedule 1 Extract of Travel Industry Ordinance (Cap. 634)

149. Regulations for Part 9 (1) The Authority may, after consulting the Secretary, make regulations for one or

more of the following purposes— (a) to prescribe the circumstances in which—

(i) an application for an ex gratia payment may be made by or in respect of an outbound traveller; and

(ii) an ex gratia payment may be made to or in respect of an outbound traveller;

(b) to prescribe the maximum amount or rate payable as an ex gratia payment to or in respect of an outbound traveller;

(c) to prescribe the operation and details of a system for the collection, payment and recording of levies, including an electronic system.

(2) Regulations made for the purposes of subsection (1)(c) may prescribe offences for contravention of the regulations, and may provide for the imposition in respect of such an offence of a fine not exceeding $200,000.

(3) The Authority may also make regulations for one or more of the following purposes— (a) to prescribe the way in which an application for an ex gratia payment is to

be made; (b) to prescribe a period within which an application for an ex gratia payment is

to be made; (c) to enable the Authority—

(i) to submit an application for an ex gratia payment as a proof of debt in any bankruptcy or winding up proceedings; and

(ii) to require the assignment of an outbound traveller’s rights of action as a pre-condition for the making of an ex gratia payment;

(d) to provide generally for the better carrying out of the purposes of this Part. (4) For the purposes of subsection (3), the regulations may provide that—

(a) an authorization to apply for an ex gratia payment in respect of an outbound traveller will survive the traveller’s subsequent death or mental incapacity within the meaning of section 2(1) of the Mental Health Ordinance (Cap. 136); and

(b) if— (i) an application for an ex gratia payment in the case of a loss suffered in

respect of an accident is made in respect of an outbound traveller pursuant to an authorization; and

(ii) the application is accepted,

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the ex gratia payment may be made to any person who has incurred relevant expenses in respect of the traveller, even though the traveller has died or is mentally incapacitated within the meaning of section 2(1) of the Mental Health Ordinance (Cap. 136).

(5) For the purposes of subsection (3)(a), the regulations may provide that an application for an ex gratia payment must be accompanied by proof of levy payment.

163. Regulations by Authority The Authority may make regulations for one or more of the following purposes—

(a) to prescribe the registration fees payable in relation to a Mainland inbound tour group, and the way in which the fees are to be paid to the Authority;

(b) to prescribe the period within which an individual is not eligible to be a licensed travel agent’s authorized representative;

(c) to prescribe the information about a tour group to be displayed by a licensed travel agent on the vehicle arranged for transporting the tour group, and the way in which the travel agent is to display the information;

(d) to prescribe the fees payable in an application— (i) for a licence or business permit; (ii) for the renewal of a licence or business permit; (iii) for a duplicate of a licence or business permit; or (iv) for amendment of any particulars contained in a licence or business

permit; (e) to prescribe the fees payable—

(i) for the issue or renewal of a licence or business permit; (ii) for inspecting the register of licences; or (iii) for obtaining a certified copy of particulars contained in the register of

licences; (f) to prescribe the conditions that may be imposed on a licence or renewed

licence; (g) to prescribe the period within which an application for a

licence or business permit, or the renewal of a licence or business permit, must not be made again;

(h) to prescribe the requirements that a licensee must comply with; (i) to prescribe the particulars and the way mentioned in section 27(c) or 56; (j) to prescribe the procedures to be followed by the disciplinary committee

and an inquiry committee in conducting meetings; (k) to prescribe the procedures to be followed by the disciplinary committee in

dealing with minor contraventions by licensees of a requirement in this Ordinance;

(l) to provide generally for the better carrying out of the purposes of Parts 2, 3, 4, 5, 6 and 7.

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Travel Industry Authority Invitation for Tender for Provision of Legal Services for Drafting

Subsidiary Legislation under Travel Industry Ordinance (Cap. 634)

Schedule 4 Declaration of Interest

I, of hereby [name] [address]

declare as follows –

I, my Associates and Associated Persons, my sub-contractors (if any) and members in the Legal Team and any of their respective Associates or Associated Persons have no actual or potential, direct or indirect, financial, professional, commercial, personal or other interests in the subject assignment.

OR

I, my Associates and Associated Persons, my sub-contractors (if any) and members in the Legal Team or any of their respective Associates or Associated Persons have the following actual or potential, direct or indirect, financial, professional, commercial, personal or other interests in the subject assignment, and have the following measures to avoid such conflict:

Name of the service provider:

Signature of person authorised to sign for the tender:

Name of person authorised to sign for the tender:

Date:

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Travel Industry Authority Invitation for Tender for Provision of Legal Services for Drafting

Subsidiary Legislation under Travel Industry Ordinance (Cap. 634)

Schedule 5 Fee Proposal

We, _______________________________________________(company name), offer to provide the Legal Services stipulated in the Service Brief at a fixed lump sum of HK$_________________________________. The manning schedule for the Legal Services, with hourly rates shown against each member of the Legal Team is provided below. Optional Items The charges payable by TIA for the Optional Items as listed in (a) and (b) of the table below shall be calculated according to the following unit rates: Optional Item Hourly rate (HK$)

(see Note below) To work closely with TIA, in consultation with relevant HKSAR Government bureaux/departments (including the TC and the DoJ) and provide as and when required the following Optional Items upon the instructions of TIA – (a) participating in meetings arranged by TIA

(including its committees and working groups) with the travel trade and/or the relevant HKSAR Government bureaux/departments in relation to the draft Legislative Proposals and draft Subsidiary Legislation

(b) assisting TIA in conducting consultations with the travel trade on the draft Legislative Proposals and draft Subsidiary Legislation, including attending the consultations to advise on legal issues in relation to the draft Legislative Proposals and draft Subsidiary Legislation and deal with the comments thereon and amendments thereto

Note: Please provide the manning schedule for each of the Optional Item.

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Travel Industry Authority

Invitation for Tender for Provision of Legal Services for Drafting Subsidiary Legislation under Travel Industry Ordinance (Cap. 634)

Schedule 6

Consent to Disclosure To: Travel Industry Authority (“TIA”)

I, [insert the name of the service provider], hereby irrevocably authorise, consent and agree that if TIA agrees to engage us to provide the captioned legal services, TIA may, whenever it considers appropriate or upon request by any person (written or otherwise) and without any further reference to us, disclose to any person in such form and manner as TIA deems fit –

(a) the Service Fee and any other fees, costs and expenses payable by TIA for engaging me; and

(b) the tender submitted by me on [insert the relevant date]; and

(c) the engagement by TIA of me under the contract signed by TIA and

me; the name of me and my sub-contractors engaged by me to provide any or parts of the Legal Services in accordance with the contract signed by TIA and me; and description of the Legal Services.

I hereby waive and forego our right, if any, to make any claims against TIA for any losses, damages, costs, charges, liabilities, demands, proceedings and actions that may arise out of or in consequence of such disclosure by TIA. Dated this day of 2020 * SEALED with the Common Seal of [insert the name of the service provider] and SIGNED by [insert the name(s) of the signator(ies)], the [insert the post(s) of the signator(ies)] of the service provider in the presence of:

) ) ) ) )

(*affix common seal of the service provider)

Signature of Witness: _____________________ Name of Witness: _____________________ Occupation: _____________________ Address: _____________________ * To be adopted if the service provider is a limited company and uses a common seal (adapt

execution clause as appropriate)