Common use of Our Work Clause in Contracts

Our Work. 9.1 Our Work is for your exclusive use and must be used only by you and only for the Purpose. 9.2 Unless we give our Consent: a. our Work must not be used or disclosed for any other purpose or made available to any other person, except your Professional Advisers and Auditor, on the terms discussed in subclause 9.3 b. our Work and the Services may not be relied on by anyone other than you; and c. you must not name us or refer to us, our Work or the Services in any written materials (other than to your Professional Advisers and Auditor), or any publicly filed documents, except as required by Law. 9.3 You may provide a copy of our Report to: a. your Professional Advisers and Auditor, provided that you ensure that each Professional Adviser and Auditor: (i) is aware of the limits placed on the use of our Report by this Agreement, including that they may not rely on the Report; (ii) for the Professional Adviser, uses our Report only to advise you in relation to the Services or, for the Auditor, uses our Report only in conducting the Audit; and (iii) treats our Report as confidential and does not use or disclose our Report in a manner that is not expressly permitted by this Agreement; b. any other person who is acceptable to us, with our Consent, but only where that person has first executed an agreement provided by us. 9.4 We are not responsible to anyone (apart from you) who is provided with or obtains a copy of our Work without our Consent. 9.5 If we give you our Work in draft form or orally, we do so only on the basis that you may not rely on it in that form. Accordingly, we will not be responsible if you or anyone else relies on our draft Work or oral comments or advice. 9.6 You acknowledge that the final or signed copy of our Report is the definitive version. 9.7 Sometimes, circumstances may change after we have provided our final Work to you; unless we agree with you otherwise, we will not update any final Work we have provided to you. 9.8 You acknowledge that any use of or reliance on our Work that is contrary to this Agreement may expose us to a claim from someone with whom we have no relationship or whose interests we have not considered in providing the Services. 9.9 Accordingly, you agree to indemnify us against any Loss we may suffer or incur in respect of any claim or action by a third party that arises as a result of: a. any use or distribution of, or reliance on, our Work that is contrary to the terms of this Agreement or a Consent; or b. any access to or use of our Work, by any of your Professional Advisers or Auditor. 9.10 This indemnity does not apply to any Loss incurred in defending a claim or action by a third party: a. that results from any wilful misconduct or fraudulent act or omission by us; b. where that third party has signed an agreement with us that provides that it can rely on our Work; or c. where we have agreed in writing that our Work may be included in publicly available documents.

Our Work. 9.1 Our 8.1 Because our Work is for your exclusive use and use, it must be used only by you and only for the Purposepurpose for which it was prepared. 9.2 Unless 8.2 Except as stated in our engagement letter, unless we give our Consentprior written consent: a. our (a) Work must not be used or disclosed for any other purpose purpose, referred to in any document or made available to any other person, except your Professional Advisers and AuditorAdvisers, on the terms discussed in subclause 9.38.3; b. (b) our Work and the Services may not be relied on by anyone other than you; and c. (c) you must will not name us or refer to us, our Work Work, or the Services in any written materials (other than to your Professional Advisers and AuditorAdvisers), or any publicly filed documents, except as documents unless required by Lawlaw. 9.3 8.3 You may provide a copy of our Report to: a. (a) your Professional Advisers and AuditorAdvisers, provided that you ensure that each Professional Adviser and AuditorAdviser: (i) is aware of the limits placed on the use of our Report by this Agreement, including that they may not rely on the Report; (ii) only use our Report for the Professional Adviser, uses our Report only to advise purpose of advising you in relation to the Services or, for the Auditor, uses our Report only in conducting the AuditServices; and (iiiii) treats our Report as confidential and does not use or disclose our Report in a manner that is not expressly permitted by this Agreement;; and b. (b) any other person who is acceptable to us, with our Consentprior written consent, but only where that person has first executed an agreement provided by us. 9.4 8.4 We are not responsible to anyone (apart from you) who is provided with or obtains a copy of our Work without our Consentwritten agreement and you agree to indemnify us and any Member Firm against any third party claim arising from any release by you of our Work. 9.5 8.5 If we give you our Work in draft form or orally, we do so only on the basis that you may not rely on it in that form. Accordingly, we will not be responsible if you or anyone else relies on our draft Work or oral comments or advice. 9.6 8.6 You acknowledge that the final or signed copy of our Report is the definitive version. 9.7 8.7 Sometimes, circumstances may change after we have provided our final Work to you; unless we agree with you otherwise, we will not update any final Work we have provided to you. 9.8 You acknowledge that any use 8.8 To comply with our professional standards we must retain as our own property our Working Papers and other documents together with materials and copies of or reliance on our Work that is contrary all Information provided to this Agreement may expose us to a claim from someone with whom we have no relationship or whose interests we have not considered in providing the course of us performing the Services. We will keep all Information confidential. 9.9 Accordingly8.9 In relation to our Services, you agree to indemnify us against any Loss we may suffer or incur in respect of any claim or action by a third party that arises as a result of: a. any use or distribution of, or reliance on, our Work that is contrary to the terms of this Agreement or a Consent; or b. any access to or use of our Work, by any of your Professional Advisers or Auditor. 9.10 This indemnity does not apply to any Loss incurred in defending a claim or action by should a third party: a. , who is not party to this Agreement, make any claim against ▇▇▇▇ ▇▇▇▇▇▇▇▇ and its Representatives (each is an Indemnified Person) or should any regulatory body undertake an investigation, you agree, to the extent permitted by law, to indemnify that results Indemnified Person for any costs, damages or other losses incurred and the time spent in defending or responding to any such claim or investigation, except to the extent that such amounts are finally judicially determined to have been caused primarily from that Indemnified Person's fraud. We will use our best endeavours to agree with you the quantum of any wilful misconduct or fraudulent act or omission by us; b. where that third party has signed an agreement with us that provides that it can rely on our Work; or c. where we have agreed in writing that our Work may be included in publicly available documentssuch costs.