Appendix 1: Precedents /
SECONDMENT AGREEMENT — SECONDEE, FIRM AND HOST
GUIDANCE NOTEThe firm, the secondee and the host are parties to this secondment agreement, which takes the form of a letter. It can be used for a full-time or sessional secondment.
Key terms:
●the secondee acts on the host organisation’s behalf, under the host’s supervision, using their documents, policies and procedures, and will not breach the host’s confidentiality requirements;
●the agreement can be tailored to define conflicts of interest as regards certain clients or matters;
●the secondee is otherwise responsible to the firm regarding their employment; and
●risk is born by the host.
Precedents in the Australian Pro Bono Manual are provided with the generous assistance of leading Australian law firms, and have been developed to reflect best practice in pro bono.
There are two or more examples of each type of precedent to accommodate the various ways in which firms coordinate their pro bono programs. Use the precedent that best reflects the firm’s size, structure, systems, organisational culture and policies. Precedents should also be adapted as necessary to comply with the firm’s house style and terminology.
The Centre welcomes feedback on the usefulness and ease of use of these precedents, especially from firms in the early stages of developing a formal pro bono program.
Dear [Name]
[Subject line]
[Name] (the Secondee), an employee of [Firm] (the Firm), will participate in a secondment at the [CLC or community organisation name] (Host Organisation). The Firm would like to formally recognise the Secondee’s participation through its pro bono program. Accordingly, the Firm has documented its understanding of the arrangement in this letter and we seek your agreement to the matters raised in this letter.
Overview
1The Firm, as part of its pro bono program, agrees that the Secondee will participate in the secondment commencing at [time and date] and concluding at [time and date], [number of days per week].
Arrangements
2The following arrangements are agreed by the Secondee, Host Organisation and the Firm:
(a)This arrangement will end on [time and date], unless terminated earlier by the Secondee, the Firm or Host Organisation.
(b)The Secondee will attend the Host Organisation between the hours of 9am and 5pm, unless otherwise agreed between the Secondee, the Firm and the Host Organisation.
(c)Unless agreed by the Host Organisation, the Firm and the Secondee, will attend the Host Organisation on [insert days if not a full time secondment].
(d)The purpose of the secondment is for the Secondee to assist the Host Organisation with [insert activities] and such other work incidental to those activities as the Host Organisation may reasonably request.
(e)During the Secondee’s attendance at the Host Organisation, they are acting on behalf of the Host Organisation and are not acting on behalf of the Firm.
(f)The Secondee will not assist with any matters that may give rise to a legal or commercial conflict for the Firm. The Host Organisation agrees that the Secondee will not work on matters where the Host Organisation is acting against the interests of [insert specific clients where applicable] or other matters involving [insert particular types of matters where applicable]. The Secondee is responsible for bringing to the attention of the Host Organisation and the Firm where appropriate, any other matters they consider may give rise to a legal or commercial conflict for the Firm.
(g)Documents or correspondence drafted during the attendance on behalf of the Host Organisation must not contain the Firm’s name, logo or any other Firm contact or branding information.
During the secondment
3During the secondment:
(a)The Host Organisation is responsible for the proper supervision of the Secondee with respect to matters within the duties to be performed for the Host Organisation.
(b)The Secondee is responsible to the Firm in respect to matters related to his/her employment with the Firm.
(c)The Secondee agrees to abide by the policies, guidelines and principles of the Host Organisation while conducting work at the Host Organisation.
(d)The Secondee agrees to observe safe work practices and procedures of the Host Organisation, and act in a manner that does not jeopardise his/her personal health and safety, or the health and safety of others.
(e)The Host Organisation must ensure that the Secondee is treated with the same standard of care and supervision as employees of the Host Organisation, and receive an induction to the Host Organisation’s policies and procedures and appropriate training before commencing work with the Host Organisation.
Confidentiality
4The Secondee agrees to comply with the confidentiality procedures of the Host Organisation, as notified, and complete a confidentiality agreement with the Host Organisation if required, except as required by law.
5The Firm will not require the Secondee to divulge any information in relation to any matters that they work on while at the Host Organisation, except as reasonably necessary for:
(a)assessing whether there is a legal or commercial conflict of interest and undertaking conflict searches;
(b)compliance with the provisions of this letter;
(c)any matters which the Host Organisation has specifically referred to the Firm for the acceptance of instructions;
(d)the purposes of resisting or defending any claim or demand made against the Firm or the Host Organisation arising out of or in connection with this arrangement;
(e)the purpose of the Firm generally monitoring the arrangement; and
(f)agreed public relations activity as specified in this agreement.
6The Firm agrees to keep confidential any client information provided to it as may be disclosed for client conflict checking or other purposes set out in this agreement, except as required by law.
7Upon request from the Host Organisation, the Firm agrees to return to the Host Organisation or destroy any client information provided to it as may be disclosed for client conflict checking or other purposes specified in this agreement.
Alteration to Arrangements
8The Firm, the Secondee or the Host Organisation may seek to alter the arrangement at any time by notice in writing to the other parties, but no alteration to the arrangement will be effective unless the change receives the consent of the other parties.
Liability and Indemnity
9The Host Organisation will ensure that the Host Organisation’s professional indemnity insurance and public liability insurance will cover the Secondee for the hours and duration of their attendance at the Host Organisation and that copies of Certificates of Currency are provided to the Firm in relation to this coverage. If necessary, the Host Organisation will advise its insurers of this arrangement.
10As the Secondee will work under the Host Organisation’s supervision and not the Firm’s supervision, the Firm will not be liable for any act or omission of the Secondee in connection with their attendance at the [CLC or community organisation name], including any liability by way of negligence or arising from any duty of care which may exist whether by way of contract or otherwise. The [CLC or community organisation name] must not make any claim against the Firm based on any act or omission of the Secondee whatsoever.
11The Secondee will not be liable to the [CLC or community organisation name] for, and the [CLC or community organisation name] will not make any claim against the Secondee in relation to, any act or omission by the Secondee during his attendance at the [CLC or community organisation name], except an action based on the Secondee’s fraud, serious misconduct or wilful and serious neglect of duty.
12The [CLC or community organisation name] must indemnify the Firm and the Secondee’s in respect of any claim or liability made by or on behalf of any third party in relation to the Secondee’s attendance at the Host Organisation on a full indemnity basis, except to the extent that the claim or liability is occasioned by the Secondee’s fraud, serious misconduct or wilful and serious neglect of duty.
Public Relations Activity
13The Firm or Host Organisation may, with the consent of the other party, make any media release or otherwise externally publicise the Firm and the Host Organisation’s pro bono partnership and this arrangement. The content of any external public relations release must be mutually acceptable. Promotional communications internal to the Firm and the Host Organisation, and also promotion in the Firm’s and Host Organisation’s Annual Reports,may be made freely and without the express consent of the other party.
Communication
14Any questions or concerns from the Host Organisation regarding this arrangement should be directed to the writer in the first instance.
15Please contact the writer should you require any amendments to this letter. If the letter and proposal is satisfactory, please sign the acceptance form attached to this letter.
Yours faithfully
ACCEPTANCE
I have reviewed and now accept the terms of [Firm]’s letter dated [insert] in relation to the proposed arrangement between the Firm, the Host Organisation and the Secondee.
I am authorised to sign this agreement on behalf of the Host Organisation.
….…………………………………………..
Signature Date: …………………….
ACCEPTANCE BY THE PARTICIPANT/SECONDEE
I agree to comply with the requirements specified in [Firm]’s letter dated [insert]
……………………………
[Name] Date: