Pro Bono Partnership Terms

1. The Pro Bono Partnership

A Pro Bono Partner may contribute towards the cost of professional legal services provided by BH to a person or organisation who has been accepted into the BH pro bono programme (“Beneficiary”).

The Pro Bono Partner may:

• (a) fund a specific pro bono matter;
• (b) fund part of the professional costs of a specific matter;
• (c) make a general contribution towards BH's pro bono programme; or
• (d) agree another funding arrangement with BH.

The specific arrangement applicable to a Pro Bono Partner will be set out in writing where appropriate.

2. Purpose of Contributions

Unless otherwise agreed, contributions are intended to subsidise the professional costs incurred by BH in providing pro bono legal services. A contribution does not constitute a purchase of legal services for the Pro Bono Partner. Where the Beneficiary is the client, the Pro Bono Partner is not entitled to legal advice or representation from BH merely because the Pro Bono Partner has funded or subsidised the matter.

3. No Lawyer-Client Relationship with the Pro Bono Partner

Unless BH expressly agrees otherwise in writing, the Pro Bono Partner is not a client of BH in relation to a matter funded or subsidised under the pro bono programme. The existence of a funding relationship does not create a lawyer-client relationship between BH and the Pro Bono Partner. Accordingly, the Pro Bono Partner must not represent to any person that BH acts for it in relation to the Beneficiary’s matter. If the Pro Bono Partner separately requires legal advice or representation, that work will be subject to a separate engagement.

4. Independence of Legal Advice

BH's legal advice and professional judgement must remain independent. The Pro Bono Partner must not:

• (a) direct the legal advice provided to a Beneficiary;
• (b) require BH to adopt a particular legal position;
• (c) instruct BH on how to conduct litigation or negotiations for the Beneficiary;
• (d) require BH to take a step that BH considers professionally inappropriate; or
• (e) interfere with the solicitor-client relationship between BH and the Beneficiary.

The Pro Bono Partner's contribution gives it no ownership or control over the Beneficiary's matter.

5. Selection of Matters

BH retains sole discretion over which matters are accepted into its pro bono programme. A Pro Bono Partner may identify or refer a potential Beneficiary or matter to BH. However, referral or sponsorship does not guarantee acceptance. BH may decline a matter following consideration of its merits, suitability, conflicts, capacity, professional obligations or other relevant circumstances.

6. Conflicts

BH will conduct appropriate conflict checks before accepting a matter. A Pro Bono Partner must provide BH with accurate information about itself and, where relevant, persons and entities connected with the proposed matter. A Pro Bono Partner must promptly disclose any actual or potential conflict of interest known to it. BH may decline or discontinue participation where a conflict exists or arises.

7. Funding Commitment

The amount and nature of a Pro Bono Partner's contribution will be agreed with BH.

A contribution may be:

• (a) a fixed amount;
• (b) a specified percentage of professional fees;
• (c) a contribution towards a defined scope of work; or
• (d) another amount or arrangement agreed in writing.

Unless otherwise agreed, a Pro Bono Partner's liability is limited to the contribution expressly agreed with BH.

8. Third-Party Costs and Disbursements

A Pro Bono Partner's contribution will not automatically cover third-party costs and disbursements. These may include court fees, filing fees, service fees, expert fees, search fees, travel expenses, accommodation, transcription, courier expenses and other external costs. Where the Pro Bono Partner agrees to fund such costs, the amount and scope of that funding should be expressly agreed. BH is not required to incur substantial third-party costs merely because a Pro Bono Partner has agreed to subsidise professional fees.

9. Payment

Contributions shall be paid in the manner and within the time agreed with BH. BH may require payment before commencing or continuing a particular stage of work. Unless otherwise agreed, a Pro Bono Partner may not condition payment on the outcome of a matter. A Pro Bono Partner may not withhold an agreed contribution because it disagrees with the legal strategy adopted by BH or the Beneficiary.

10. No Guarantee of Outcome

The Pro Bono Partner acknowledges that legal work involves uncertainty. BH does not guarantee that a Beneficiary will succeed in any litigation, negotiation, regulatory process, application or other matter. A Pro Bono Partner’s contribution does not give rise to any entitlement to a particular outcome.

11. Beneficiary's Relationship with BH

The Beneficiary remains responsible for giving instructions to BH and cooperating with BH in the conduct of the matter. The Pro Bono Partner may not give instructions to BH on behalf of the Beneficiary unless BH has expressly authorised this arrangement and it is professionally appropriate to do so. BH may communicate directly with the Beneficiary concerning the matter.

12. Confidentiality

Information concerning a Beneficiary’s matter may be confidential and may be protected by legal professional privilege. The Pro Bono Partner is not entitled to receive confidential information about the Beneficiary merely because it funds or subsidises the matter.

BH will not disclose confidential information to the Pro Bono Partner unless:

• (a) the Beneficiary has authorised the disclosure;
• (b) disclosure is otherwise permitted by law or professional obligations; or
• (c) disclosure is necessary for the administration of the funding arrangement and does not infringe applicable confidentiality obligations.

Where a Pro Bono Partner requires regular reporting, the parties may agree the form and scope of reporting in advance.

13. Reporting to Pro Bono Partners

Subject to confidentiality obligations, BH may provide a Pro Bono Partner with appropriate information regarding the administration of its contribution. Depending on the arrangement, this may include:

• (a) confirmation that the agreed matter has been accepted;
• (b) confirmation of the scope of the funded work;
• (c) confirmation that agreed funding has been applied towards the relevant matter; and
• (d) general information concerning the progress or completion of the supported initiative.

Reporting will not extend to confidential legal advice, privileged communications, litigation strategy or other information which BH is professionally prohibited from disclosing.

14. Branding and Public Recognition

BH may, with the Pro Bono Partner’s consent, recognise the Pro Bono Partner as a supporter of the programme. Any use of the Pro Bono Partner’s name, logo or trademarks will be subject to the permissions agreed between the parties. Unless expressly agreed, participation in the programme does not entitle the Pro Bono Partner to use BH’s name, logo, brand or intellectual property for promotional purposes. BH may also determine not to publicly identify a Pro Bono Partner.

15. No Influence Over Beneficiary

A Pro Bono Partner must not use its funding relationship to influence, pressure or control a Beneficiary. BH may withdraw from a matter where the Pro Bono Partner’s involvement threatens the independence of BH or the interests of the Beneficiary.

16. Compliance and Due Diligence

BH may conduct such identification, due diligence, sanctions screening, anti-money laundering, source-of-funds and other compliance checks as it considers necessary or as required by law or professional obligations.

A Pro Bono Partner must provide information reasonably requested for those purposes. BH may decline or terminate a partnership where the required checks cannot be satisfactorily completed.

The Rules of Professional Conduct for Legal Practitioners 2023 impose risk-based client and transaction compliance obligations on Nigerian legal practitioners, including obligations relating to identification and anti-money laundering and counter-terrorism financing measures.

17. Lawful Purpose

A Pro Bono Partner must not provide funding for the purpose of:

• (a) facilitating unlawful conduct;
• (b) influencing a court, regulator, public official or other authority improperly;
• (c) concealing the identity of a person or entity;
• (d) circumventing legal or regulatory requirements; or
• (e) obtaining confidential information concerning another person.

BH may refuse or return a contribution where it reasonably considers that accepting the contribution would be unlawful, improper or inconsistent with its professional obligations.

18. Refunds

Unless otherwise agreed, contributions are not refundable merely because:

• (a) the Beneficiary's matter is unsuccessful;
• (b) the Beneficiary chooses not to pursue the matter;
• (c) the matter takes longer than anticipated; or
• (d) BH's legal advice differs from the Pro Bono Partner's expectations.

If a matter is discontinued before the full contribution has been applied, BH may determine whether any unused amount should be applied to another eligible pro bono matter, retained against properly incurred costs or returned, having regard to the terms of the particular contribution.

19. No Tax Representation

BH does not provide tax advice concerning the deductibility, treatment or tax consequences of a Pro Bono Partner’s contribution. A Pro Bono Partner should obtain independent tax advice where necessary.

20. Personal Data

BH may process personal data relating to Pro Bono Partners, their representatives and other persons involved in administering the partnership. Such processing will be carried out in accordance with applicable data protection law and BH’s Privacy Policy.

21. Termination

Either party may terminate a general pro bono partnership arrangement by giving written notice. Termination of a partnership does not automatically terminate an existing legal engagement with a Beneficiary.

BH will determine how an existing matter should be treated in accordance with the relevant engagement terms and its professional obligations. BH may terminate a partnership immediately where continued participation would:

• (a) breach applicable law or professional obligations;
• (b) create an unacceptable conflict;
• (c) compromise BH's independence;
• (d) involve unlawful or improper conduct;
• (e) expose BH or the Beneficiary to material risk; or
• (f) otherwise make continued participation inappropriate.

22. No Partnership or Agency

Participation in the pro bono programme does not create a partnership, joint venture, agency, employment relationship or fiduciary relationship between BH and the Pro Bono Partner. Neither party may represent that it has authority to bind the other except as expressly agreed.

23. No Commercial Preference

Participation in the pro bono programme does not create an entitlement to preferential treatment in relation to any commercial legal engagement with BH. Any separate commercial engagement will be subject to BH’s normal client acceptance, conflict, compliance and engagement procedures.

24. Limitation of Liability

Nothing in these Terms excludes or limits any liability which cannot lawfully be excluded or limited. Subject to applicable law, BH’s liability to a Pro Bono Partner arising solely from its role in administering a contribution will be limited to the amount of the contribution actually paid by that Pro Bono Partner in respect of the relevant programme or matter. This limitation does not affect BH’s professional duties owed to a Beneficiary as the client.

25. Governing Law

These Terms and any non-contractual matters arising from them are governed by the laws of the Federal Republic of Nigeria. Any dispute arising from these Terms shall be subject to the jurisdiction of the courts of Nigeria, unless otherwise agreed in writing. The parties shall use all best efforts to settle matters amicably.

26. Entire Agreement

These Terms, together with any written funding arrangement or other document expressly incorporated into them, constitute the agreement between BH and the Pro Bono Partner concerning participation in the pro bono programme. Where there is an inconsistency between these Terms and a specific written funding arrangement, the specific written funding arrangement will prevail to the extent of the inconsistency.

27. Amendments

BH may amend these Terms from time to time. An amendment will not retrospectively alter an existing funding commitment unless agreed with the Pro Bono Partner or required by applicable law.

28. Contact

Questions regarding participation in the pro bono programme may be directed to:

Balogun Harold

13a Sola Oguntade Close

Lekki Phase 1

Lagos, Nigeria

support@balogunharold.com