AGREEMENT TO JOIN THE PARTNERSHIP
(Accession Deed — [Olney-Fraser ([Region]) LLP])
This Agreement to Join the Partnership (this "Accession Deed") is entered into as of [EFFECTIVE DATE] by and between:
[Olney-Fraser ([Region]) LLP], a [JURISDICTION] limited liability partnership (the "Partnership"), acting by its Regional Managing Partner; and
[NEW PARTNER NAME], an individual admitted to practice law in [JURISDICTION(S)] (the "New Partner").
RECITALS
WHEREAS, the Partnership is governed by the [Olney-Fraser ([Region]) LLP] Partnership Agreement dated [DATE], as amended from time to time (the “Partnership Agreement”), which incorporates by reference the Olney-Fraser Global Governance Framework Agreement (the “Governance Framework”);
WHEREAS, the Management Committee has approved the admission of the New Partner as a Partner of the Partnership under Section 4.2 of the Partnership Agreement, on the joint recommendation of the relevant Country Managing Partner (if any), the Regional Managing Partner, and the relevant Practice Group Leader, as confirmed in the offer of partnership accepted by the New Partner;
WHEREAS, Section 4.2(b) of the Partnership Agreement requires the New Partner to execute this Accession Deed as a condition of admission;
NOW, THEREFORE, the parties agree as follows:
1. ACCESSION
1.1 Admission. Effective as of the Effective Date [and, where applicable law or regulation requires, subject to approval of the New Partner by the relevant regulator], the New Partner is admitted as a Partner of the Partnership, and the New Partner accepts admission on the terms of the Partnership Agreement and this Accession Deed.
1.2 Agreement to Be Bound. The New Partner agrees to be bound by, and to comply with, all of the terms of the Partnership Agreement, and the Governance Framework it incorporates by reference, in each case as amended from time to time in accordance with their own terms, as if the New Partner had been an original signatory to the Partnership Agreement.
1.3 Single Class of Partners. The New Partner acknowledges that the Partnership has a single class of Partners, that the New Partner is not required to make, and has not made, any capital contribution to the Partnership, and that the New Partner's remuneration will consist of Fee Splits, Referral Fees, and Partnership Bonus Points under Article 5 of the Partnership Agreement, paid as monthly drawings, and not a salary or wage.
2. REPRESENTATIONS BY THE NEW PARTNER
2.1 Professional Standing. The New Partner represents that they are admitted to practice law in the jurisdiction(s) stated above, are in good standing with every bar, law society, or regulator with which they are admitted or registered, and will promptly notify the Regional Managing Partner of any change in that status.
2.2 No Undisclosed Conflicts. The New Partner represents that they have disclosed, to the best of their knowledge, all clients, former clients, and matters reasonably likely to give rise to a conflict of interest with the Partnership's existing clients, for entry into the Global Conflicts Database under Section 7.9 of the Governance Framework.
2.3 No Breach of Obligations to a Prior Firm. The New Partner represents that joining the Partnership, and the New Partner's conduct in anticipation of joining, has not involved, and will not involve, any misappropriation of a prior firm's confidential information or trade secrets, any breach of a fiduciary duty owed to a prior firm, or any breach of an enforceable obligation owed to a prior firm, other than a restriction on the New Partner's right to practice law that is unenforceable or prohibited under applicable Rules of Professional Conduct.
2.4 Authority. The New Partner represents that they have full power and capacity to enter into this Accession Deed and to perform their obligations under the Partnership Agreement.
3. COMPLIANCE
3.1 Rules of Professional Conduct and Brand Guidelines. The New Partner agrees to comply with all applicable Rules of Professional Conduct, the Management Company's brand guidelines for use of the “Olney-Fraser” name under the Sub-Licence, and all Partnership policies adopted consistently with the Partnership Agreement and the Governance Framework.
4. GENERAL PROVISIONS
4.1 Governing Law. This Accession Deed is governed by the laws of [GOVERNING LAW OF THE PARTNERSHIP AGREEMENT, e.g., the State of Delaware, England and Wales, Hong Kong, Singapore, or the DIFC], without regard to its conflict of laws principles, consistent with Section 14.1 of the Partnership Agreement.
4.2 Dispute Resolution. Any dispute arising out of this Accession Deed shall be resolved in the same manner as a dispute under the Partnership Agreement, under Section 14.2 of the Partnership Agreement.
4.3 Entire Agreement. This Accession Deed, together with the Partnership Agreement and the Governance Framework, constitutes the entire agreement between the parties regarding the New Partner's admission to the Partnership.
4.4 Counterparts. This Accession Deed may be executed in counterparts, including by electronic signature, each of which shall be deemed an original.