TERMS OF REFERENCE FOR RETAINER LEGAL SERVICES REF. KEN/26/NBO/23/ADM

**Terms OF REFERENCE FOR RETAINER LEGAL SERVICES**

REF. KEN/26/NBO/23/ADM

## Introduction

Terre des hommes Foundation (Tdh) is the leading Swiss organization dedicated to children’s rights. For over 60 years, Tdh has worked globally to protect children, support their wellbeing, and advocate for child rights in fragile, humanitarian, and development contexts. Through integrated programming approaches, Tdh collaborates with governments, civil society, research institutions, and the private sector to strengthen child protection systems and improve outcomes for vulnerable children and youth.

## Objective

Tdh-Kenya seeks to engage a competent legal firm on a retainer and case-by-case basis, as applicable, to provide a broad range of legal support services as outlined in the Scopes of Work. The firm must demonstrate expertise and experience in labour/employment law as well as corporate law. Familiarity with the NGO sector and applicable regulatory frameworks are required. Suitable legal firms are hereby required to submit their intent to offer their services for consideration reference to Scopes of Work below.

## Scopes of Work

The successful firm’s scope of the assignment shall be to offer legal services on broad aspects of law that include field of labor/employment related matters and corporate etc. The services provided under this scope shall be on a case-to-case basis unless the applicant specifies otherwise. The applicant should indicate its area of specialization in addition to spelling out any other available extended services. The scope includes, but is not limited to, the following areas:

## Labor and Employment

- Providing legal advice and opinion on the instructions issued across various areas of

employment related laws.

- Litigation support, including handling litigation processes on employment related cases,alternative dispute resolution on labour disputes, managing the legal processes with the courts of law, statutory tribunals, and other bodies/parties.
- Serves as Tdh-Kenya’s representative in all legal matters including, court proceedings for legal cases, legal disputes and alternative dispute resolution forums.
- Manages processes for closure of legal cases including dispute resolution, settlement negotiations, costs taxation and collection including other areas of the law.
- Draw up formalities regarding the settlement of disputes and monitor the implementation of the legal clauses.
- Provide ad hoc legal advice and guidance to HR Unit on matters of recruitment, separation and litigations to minimize risk exposure to the organization
- Review of HR Related documents including but not limited to employment contracts, annexes and HR Policies for compliance with the labour laws and other underlying laws as applicable for risk mitigation within the context of Tdh-Kenya’s nature of business environment.
- Provide prompt updates to Tdh-Kenya on legislative changes and relevant laws that affects labour and employment matters.
- Any other employment and labour related legal services that Tdh-Kenya might require from time to time

## Legal Services- Corporate

The successful firm will provide corporate legal services across a broad range of matters. These services will be delivered on a retainer or outsourced basis and will function as an extension of, or alternative to, an in-house legal unit. The engagement is intended to support risk management and compliance. Applicants should clearly explain how their service delivery model will operate.

Firms must demonstrate specialization and proven experience in corporate law. The scope of the assignment should include but not limited to the following areas:

1. Provide routine corporate legal support to the management.
2. Monitor changes in relevant legislation and the regulatory environment and provide prompt updates to Tdh-Kenya to assure compliances.
3. Review of documents including but not limited to Memorandum of understanding (MOU’s) with partners, Service Level Agreements (SLA’s) and contracts with other parties for compliance with underlying laws as applicable for risk mitigation.
4. Provide advice on clauses for inclusion on contracts/Agreements to safeguard the organization from potential risks
5. Serves as the liaison for all legal cases and related issues.
6. Provide legal advice and opinions to management on legal matters as they arise, including handling related legal processes.
7. Protect the organization against legal risks and violations including providing guidance on necessary methods to protect the company from legal risks.
8. Review ongoing cases and advise management accordingly while maintaining a Tracker
9. PBO Act compliance, PBO Authority filing requirements, deregistration risk management, and liaison with the PBO Authority.
10. IP ownership and licensing advice for any intellectual property developed by Tdh individually or in a partnership.

### Mandatory requirements

1. Business registration documents for companies.
2.