26-26 Prof. Services Agreement - Special Counsel.pdf

7 12.1. Deliverables. The principal deliverable is the Final Report, delivered to Conflict Counsel in draft and final form, unless the Township directs otherwise. 12.2. Ownership. Subject to applicable privilege and ethical obligations, the Township shall own the work product created under this Agreement, including the Final Report and supporting materials, except that Special Counsel may retain a copy of the file consistent with record retention obligations and professional responsibility requirements. 13. Conflicts. 13.1. No Disqualifying Conflict. Special Counsel represents that, to the best of its knowledge after reasonable diligence, there exists no conflict that would materially impair the Investigation. Special Counsel shall promptly disclose any potential conflict that arises during the term. 13.2. Removal | Replacement. Should a conflict arise that cannot be waived or otherwise managed, the Township may terminate this Agreement and retain a substitute counsel. 14. Termination. 14.1. Termination for Convenience. The Township may terminate this Agreement, with or without cause, upon written notice to Special Counsel. Upon termination, Special Counsel shall cease work (except to preserve the status of the Investigation as requested) and submit a final invoice. 14.2. Termination for Cause. Either party may terminate this Agreement for material breach upon written notice and a reasonable opportunity to cure, where cure is not feasible. 14.3. Compensation Upon Termination. In all events, Special Counsel shall be compensated only for approved work performed through the effective date of termination, subject to the Not-to-Exceed Amount. 15. Independent Contractor. Special Counsel is an independent contractor and not an employee of the Township.