“Litigation Cooperation” Contract Rider
Tuesday, September 27, 2011
"Litigation Cooperation” Contract Rider NOTE: This "Litigation Cooperation” Contract Rider is intended for the sole use of CASRO members and their clients. Any unauthorized use or reproduction is prohibited. The parties hereby release and indemnify CASRO, and its officers, directors and members from and against any loss, claim or damages arising out of or related to their use of this Rider. CASRO MEMBERS AND THEIR CLIENTS SHOULD OBTAIN THE ADVICE OF LEGAL COUNSEL WITH RESPECT TO ALL ISSUES OF LEGAL COMPLIANCE.
Subpoenas, productions requests and similar court orders are frequently levied against research companies based on their clients’ use of market research data and reports. For example, trademark disputes often focus on brand awareness data. Responding to these requests can involve numerous hours of staff time and necessitate the retention of counsel. In addition, the CASRO Code of Standards and Ethics for Research Companies requires research companies to take all reasonable steps to oppose requests that would require the research company to violate survey respondent confidentiality, including informing the court or other decision--‐maker involved in the factors justifying confidentiality and respondent anonymity and interposing all appropriate defenses to the request for disclosure.
The following contract clause requires the research company to cooperate with the client in resolving any regulatory or litigation dispute in which the research company is not a party; however, the clause requires the client to pay all costs, including attorneys’fees, incurred by the research company in such response. We suggest that members include the following language in client agreements whenever possible.
If, at any time, Client becomes involved in any regulatory action or in a dispute or receives notice of such a regulatory action or a claim or is involved in litigation concerning the Services and deliverables provided under this Agreement, the resolution of which requires the services or cooperation of Research Company, and Research Company is not otherwise obligated to indemnify and defend Client hereunder, Research Company agrees to provide such services and to cooperate with Client in resolving such regulatory action, claim and/or litigation. Client shall be obligated to pay all costs, including reasonable attorneys' fees, incurred by Research Company with respect to such cooperation and also, in connection with Research Company's obligations to respond to or ethically resist any subpoena, request for production, or similar court order in any legal proceeding or regulatory action in which Research Company is not a party arising from or related to the Services or deliverables.