Cross-Border Counsel Alliance
Governed by the law of England and Wales
CBCA
Cross-Border Counsel Alliance
London 2026
This Agreement is entered into between Cross Border Counsel Alliance Ltd, registered in England and Wales under company number 17340423 (“CBCA”), and the firm or individual practitioner named in Schedule 1 (the “Member”).
Private and confidential · Prepared for the named Member
Background
(A) CBCA operates an application only network of independent law firms and practitioners recognised for excellence in cross-border disputes, international arbitration, and complex commercial litigation (the “CBCA Network”).
(B) Membership of the CBCA Network is structured around two dimensions of fit: a jurisdictional seat and a specialist area of expertise, so that members’ practices complement rather than compete with one another within the Network.
(C) The Member has applied for and been offered membership of the CBCA Network, and the parties now wish to set out the terms on which that membership is granted.
(D) This Agreement, together with its Schedules, constitutes the entire agreement between the parties in relation to the Member’s membership of the CBCA Network.
Defined terms
Terms of membership
Clause 1
In this Agreement, unless the context otherwise requires, the terms set out in the table above have the meanings given to them.
1.1 In this Agreement: (a) references to a statute or statutory provision include any subordinate legislation made under it and any amendment or re enactment of it; (b) the singular includes the plural and vice versa; (c) clause headings are for convenience only and do not affect interpretation; and (d) “including” and similar expressions are not words of limitation.
Clause 2
2.1 This Agreement commences on the Effective Date and continues for an initial term of twelve (12) months, thereafter renewing automatically on each Renewal Date for successive periods of twelve months, unless terminated in accordance with clause 13.
2.2 Membership becomes effective on CBCA’s countersignature of this Agreement and receipt in cleared funds of both the Joining Fee and the first Annual Fee.
Clause 3
3.1 CBCA grants the Member an exclusive seat within the CBCA Network comprising two dimensions: (a) the Jurisdiction Seat; and (b) the Specialist Area. Both dimensions are specified on the cover page of this Agreement.
3.2 During the term of this Agreement, CBCA will not admit to the CBCA Network another firm whose practice would directly compete with the Member within both the Jurisdiction Seat and the Specialist Area, without the Member’s prior written consent.
3.3 CBCA reserves the right to admit further members in the same Jurisdiction Seat where those members practise in genuinely distinct Specialist Areas and are not direct competitors of the Member. No more than three members are admitted per jurisdiction. CBCA will consult the Member before admitting a further member in its Jurisdiction Seat and will confirm in writing that the proposed new member’s Specialist Area does not conflict with the Member’s.
3.4 The seat is personal to the Member and is non transferable. It does not confer any proprietary right in the Jurisdiction Seat or Specialist Area, and it does not restrict CBCA’s ability to operate the Network in any other respect.
3.5 If the Member ceases to maintain an active practice within either dimension of its seat, whether through a change in practice focus, a restructuring, or otherwise, CBCA may, on 30 days’ written notice, review the seat allocation and, where appropriate, re designate it, without prejudice to the continuation of the Member’s membership on revised terms agreed in writing.
Clause 4
CBCA is built around a set of values that define what it means to be a member of this Network. These are not aspirational statements. They are substantive obligations that each Active Member individually, and the Member collectively, accept as conditions of membership. The values are set out in full in Schedule 3 and are summarised as follows.
4.1 Specialism. Members are selected as specialists, not generalists. Each Active Member commits to maintaining and actively developing genuine expertise within their Specialist Area throughout the period of membership. CBCA is not the right network for lawyers whose disputes work is incidental to a broader general practice.
4.2 Integrity. Members act with honesty and the highest standards of professional integrity in all their dealings, with CBCA, with fellow Network members, and with clients introduced through the Network. Integrity is not contingent on whether one is being observed.
4.3 Excellence. Members maintain the standards of legal practice, client service, and professional reputation that justified their admission, and hold themselves to that standard continuously.
4.4 Collaboration. CBCA exists to facilitate genuine cross-border collaboration among specialist practitioners. Members engage with the Network, and with fellow members, in a spirit of authentic professional partnership rather than merely to enhance their firm’s profile.
4.5 Reciprocity. The Network’s value derives from the willingness of its members to give as well as receive. Members approach their referral obligations as genuine two way commitments and do not exploit the Network for inbound work without contributing to it in return.
4.6 Respect. Members treat every other Active Member, every CBCA Network firm, and every member of the CBCA team with courtesy, professionalism, and genuine respect, regardless of the size of their firm, the prestige of their jurisdiction, or their seniority.
4.7 Independence. Members preserve their professional independence and their primary duty to their own clients. Network relationships must never compromise the independence of legal advice or the undivided loyalty owed to a client.
Breach of any of the above values may constitute grounds for exclusion under clause 13, depending on the nature and severity of the breach.
Clause 5
5.1 The Member shall refer client matters to other CBCA Network members in good faith where: (a) the matter requires representation in a jurisdiction in which the Member does not itself practise; (b) a CBCA Network member with a suitable seat is available and appropriate; and (c) the Referral is consistent with the Member’s professional obligations to its client and with any applicable professional conduct rules.
5.2 The Member shall handle all incoming Referrals from CBCA Network members promptly and professionally. The Member shall: (a) acknowledge receipt within two business days; (b) provide a substantive update within five business days of receiving sufficient instructions; and (c) keep the referring firm informed of material developments throughout the matter.
5.3 No Active Member is obliged to accept a Referral where: (a) a conflict of interest exists; (b) the matter falls outside the Member’s Specialist Area or professional competence; or (c) the Member lacks capacity at the relevant time. In such circumstances, the Member shall notify the referring firm promptly and, where possible, suggest an alternative CBCA Network member.
5.4 Referral fee arrangements between members are a matter for direct agreement between the firms concerned. CBCA does not prescribe, facilitate, or take any part in referral fee arrangements between members and is not a party to any such arrangements.
5.5 CBCA does not guarantee the volume, quality, or value of Referrals received by any member. Referral obligations are Network obligations undertaken in the spirit of the CBCA Values and are not enforceable commercial guarantees.
Clause 6
6.1 The Member shall pay: (a) the Joining Fee on or before the date of execution of this Agreement; and (b) the Annual Fee on the Effective Date and on each Renewal Date thereafter.
6.2 All fees are exclusive of value added tax (VAT) or any equivalent tax, which the Member shall pay in addition at the applicable rate at the time of payment.
6.3 Fees are collected via Stripe. By executing this Agreement, the Member: (a) authorises CBCA to collect fees by card or direct debit through the Stripe platform; (b) agrees to maintain valid payment details with Stripe at all times during the term; and (c) acknowledges that it has read and accepts Stripe’s terms of service. CBCA will provide a Stripe payment link on or before the date on which each payment falls due.
6.4 Fees not received in cleared funds within 14 days of the due date are overdue. CBCA may, without prejudice to any other remedy: (a) suspend the Member’s access to CBCA Network resources until all outstanding amounts are paid in full; and (b) charge interest on the overdue amount at the rate of 4% per annum above the Bank of England base rate from time to time, accruing daily from the due date until the date of actual payment, whether before or after judgment.
6.5 Fees paid are non refundable save where CBCA terminates this Agreement other than for cause pursuant to clause 13.1.
6.6 CBCA may revise the Annual Fee with effect from any Renewal Date by giving the Member not less than 60 days’ prior written notice. If the Member does not accept the revised fee, it may terminate this Agreement by giving CBCA written notice within 30 days of receiving notice of the increase, with effect from the then current Renewal Date.
Clause 7
7.1 The Member agrees, and procures that each Active Member agrees, to comply with the Code of Conduct set out in Schedule 4 at all times during the term of this Agreement. The Code of Conduct is incorporated by reference and forms an integral part of this Agreement.
7.2 The Code of Conduct applies to all interactions with CBCA, with other CBCA Network members, and with clients introduced through the Network, whether in writing, by telephone, in person, or at Network events.
7.3 CBCA may update the Code of Conduct from time to time. Material updates will be notified to all members in writing with not less than 30 days’ prior notice. Continued membership following the expiry of that notice period constitutes acceptance of the updated Code.
Clause 8
8.1 Each party shall comply with its respective obligations under the UK GDPR and any other applicable data protection legislation in connection with any personal data processed in connection with this Agreement.
8.2 CBCA will process personal data relating to the Member’s Active Members (including names, contact details, and professional information) for the purposes of: (a) administering the Member’s membership; (b) operating the CBCA Network directory; (c) facilitating Referrals; and (d) communicating with Active Members regarding Network events and updates. CBCA processes such data on the legal basis of legitimate interests and/or contractual necessity.
8.3 The Member warrants that, before providing CBCA with any personal data relating to its Active Members or other individuals, it has: (a) provided those individuals with appropriate notice of how their personal data will be used by CBCA; and (b) obtained any consent or taken any other step required by applicable data protection law.
8.4 CBCA will not share members’ personal data with third parties outside the CBCA Network without the Member’s consent, save where required to do so by law.
8.5 Each party shall promptly notify the other of any personal data breach that is likely to affect the other party’s rights or obligations under applicable data protection law.
Clause 9
Each party represents and warrants to the other as at the Effective Date and, in the case of clauses 9.2 to 9.5 inclusive, on each Renewal Date.
9.1 It has full legal capacity, power, and authority to enter into and perform this Agreement, and this Agreement constitutes a valid and binding obligation on it.
9.2 (Member only) The Member and each Active Member is in good professional standing with the relevant regulatory authority in the Jurisdiction Seat, and no principal of the Member’s disputes team is subject to current disciplinary proceedings or a regulatory investigation.
9.3 (Member only) All information provided by the Member in its membership application was accurate and complete in all material respects at the time of submission, and the Member is not aware of any material change in its circumstances since that time that has not been disclosed to CBCA.
9.4 (Member only) Entry into this Agreement does not conflict with any existing professional obligation, network membership, or contractual restriction that would prevent the Member from fulfilling its obligations under this Agreement.
9.5 (Member only) The Member is an independent firm or individual practitioner and is not a subsidiary, division, employee, or controlled affiliate of any multinational legal network.
Clause 10
10.1 CBCA grants the Member a non exclusive, non transferable, revocable licence during the term of this Agreement to: (a) describe itself as a “Member of the Cross-Border Counsel Alliance”; and (b) display the CBCA Member Badge on the Member’s website and professional materials, in each case strictly in accordance with any brand guidance issued by CBCA.
10.2 The Member shall not use the CBCA name or marks in any manner that: (a) implies CBCA’s endorsement of any specific matter, client, or outcome; (b) is misleading, inaccurate, or contrary to applicable professional conduct rules; or (c) brings CBCA or the CBCA Network into disrepute.
10.3 All intellectual property in the CBCA name, marks, and branding belongs to CBCA. Nothing in this Agreement transfers or assigns to the Member any intellectual property rights in the CBCA name or marks.
10.4 Upon termination or expiry of this Agreement for any reason, the licence granted under clause 10.1 terminates immediately. The Member shall promptly remove all references to CBCA membership from its website, marketing materials, and directory listings, and shall not thereafter represent itself as a current or former CBCA member without CBCA’s prior written consent.
Clause 11
11.1 Each party shall keep confidential all Confidential Information received from the other party or from CBCA Network members and shall not disclose it to any third party without the prior written consent of the party to whom it belongs.
11.2 The obligation in clause 11.1 does not apply to information that: (a) is or becomes publicly known other than through a breach of this Agreement or any other obligation of confidence; (b) was already lawfully in the possession of the receiving party without restriction prior to disclosure; (c) is independently developed by the receiving party without reference to the Confidential Information; or (d) is required to be disclosed by applicable law, court order, or professional regulatory obligation, provided that, to the extent permitted by law, the disclosing party is given reasonable prior written notice.
11.3 The Member shall not use Confidential Information received through the CBCA Network for any purpose other than facilitating Network collaboration, and shall not use it for competitive intelligence or to the commercial detriment of any other Network member.
11.4 The obligation of confidentiality in this clause 11 shall survive termination or expiry of this Agreement for a period of five (5) years.
Clause 12
12.1 CBCA provides the CBCA Network as a facilitation and collaboration platform. CBCA is not a party to any engagement or retainer between Network members arising from a Referral, and accepts no responsibility for: (a) the quality or standard of legal services provided by any Network member; (b) the conduct, solvency, or regulatory standing of any Network member; (c) the outcome of any matter referred within the Network; or (d) any dispute between Network members arising from a Referral or from the Member’s use of the Network.
12.2 To the fullest extent permitted by law, CBCA’s aggregate liability to the Member under or in connection with this Agreement (whether in contract, tort, including negligence, misrepresentation, or otherwise) shall not exceed the total Annual Fee actually paid by the Member in the twelve months immediately preceding the event giving rise to the claim.
12.3 Neither party shall be liable to the other for any: (a) indirect or consequential loss; (b) loss of profit or revenue; (c) loss of business or business opportunity; (d) loss of goodwill or reputation; or (e) loss of data, in each case whether arising in contract, tort (including negligence), misrepresentation, or otherwise, even if that party has been advised of the possibility of such loss.
12.4 Nothing in this Agreement limits or excludes either party’s liability for: (a) death or personal injury caused by its own negligence; (b) fraud or fraudulent misrepresentation; or (c) any other liability that cannot lawfully be excluded or limited under English law.
Clause 13
13.1 Voluntary termination. Either party may terminate this Agreement by giving not less than 60 days’ written notice to the other, to take effect at the end of the then current membership year. Where CBCA terminates other than for cause, it will refund a pro rata portion of the Annual Fee in respect of the unexpired membership period.
13.2 Exclusion for serious misconduct: immediate effect, no refund. CBCA may exclude the Member from the CBCA Network with immediate effect and without refund of any fees paid upon the occurrence of any of the following:
The forfeiture of fees in cases of serious misconduct reflects the material harm caused to CBCA and to the integrity of the Network by such conduct, and is not merely a measure of the administrative cost of exclusion.
Clause 13.3
CBCA may terminate this Agreement on 30 days’ written notice, with a pro rata refund of any Annual Fee in respect of the unexpired membership period, in the event of any of the following:
13.4 Process. Save in cases of serious misconduct under clause 13.2, before exercising any right of exclusion CBCA shall: (a) notify the Member in writing of the relevant concern; (b) afford the Member not less than 14 days to provide a written response; and (c) consider that response in good faith before issuing a final decision. CBCA’s decision following that process is final. In cases of serious misconduct under clause 13.2, CBCA may suspend the Member’s access to Network resources immediately pending investigation, and shall communicate a final decision within 10 business days of suspension.
13.5 Effect of termination. Upon termination or expiry of this Agreement for any reason: (a) all rights and licences granted under this Agreement cease immediately; (b) the Member shall promptly remove all references to CBCA membership from its website, correspondence, and professional directories; (c) any Referral matters in progress at the date of termination shall be completed or handed over as agreed between the relevant firms in good faith; and (d) clauses 11, 12, 13, and 14 survive termination together with all payment obligations accrued prior to termination.
13.6 Accrued rights. Termination or exclusion does not affect any rights, remedies, obligations, or liabilities of either party that have accrued prior to the date of termination.
Clause 14
14.1 Entire agreement. This Agreement, including its Schedules, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior representations, negotiations, understandings, and agreements relating to it. Each party acknowledges that it has not relied on any representation, warranty, or undertaking not expressly set out in this Agreement.
14.2 Amendments. No amendment to this Agreement is effective unless it is in writing and signed by duly authorised representatives of both parties.
14.3 Waiver. A failure to exercise, or a delay in exercising, any right or remedy under this Agreement does not constitute a waiver of that right or remedy. No single or partial exercise of any right or remedy prevents any further or other exercise of that right or remedy.
14.4 Severability. If any provision of this Agreement is or becomes invalid, illegal, or unenforceable in any respect under the law of any jurisdiction, that shall not affect the validity or enforceability of any other provision or of that provision in any other jurisdiction, which shall continue in full force and effect.
14.5 Notices. Any notice given under this Agreement shall be in writing and sent by email to the address of the relevant party specified in Schedule 1. A notice shall be deemed received at the time of transmission, provided no automated notification of delivery failure is received by the sender within 24 hours. Either party may update its notice details by written notice to the other.
14.6 Assignment. The Member may not assign, novate, or otherwise transfer any of its rights or obligations under this Agreement without CBCA’s prior written consent. CBCA may assign this Agreement to any successor in business or any affiliated entity on not less than 30 days’ prior written notice to the Member.
14.7 No partnership or agency. Nothing in this Agreement creates, or shall be deemed to create, a partnership, joint venture, agency, employment, or fiduciary relationship between the parties. Neither party has authority to act for or bind the other.
14.8 Force majeure. Neither party shall be in breach of this Agreement, or liable for any failure or delay in performing its obligations, to the extent that such failure or delay is caused by a matter beyond its reasonable control, including acts of God, pandemic, natural disaster, governmental action, or failure of telecommunications infrastructure. A party affected by such an event shall promptly notify the other and shall use reasonable endeavours to resume performance as soon as practicable.
14.9 Third party rights. A person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its terms.
14.10 Counterparts. This Agreement may be executed in counterparts, each of which shall constitute an original and all of which together shall constitute one and the same instrument. Electronic signatures shall be valid and binding.
14.11 Dispute resolution. The parties shall attempt to resolve any dispute arising out of or in connection with this Agreement in good faith through negotiation. If the dispute is not resolved within 20 business days of one party giving written notice of the dispute to the other, the parties agree to refer it to mediation administered by the Centre for Effective Dispute Resolution (CEDR) in London before commencing any legal proceedings.
14.12 Governing law and jurisdiction. This Agreement and any dispute or claim arising out of or in connection with it, including any non contractual disputes or claims, shall be governed by and construed in accordance with the law of England and Wales. Each party irrevocably submits to the exclusive jurisdiction of the courts of England and Wales in respect of any dispute or claim that is not resolved through the process set out in clause 14.11.
Schedule 1 · Member details
Full legal name of firm or individual practitioner
Registered address
Jurisdiction Seat
Specialist Area
Active Members at execution
CBCA contact name
CBCA contact email
CBCA contact telephone
Firm or personal website
Notice email address
Schedule 2 · Fee schedule
The Member’s membership category, fee basis and Annual Fee are completed above on execution and shall not be varied except by written agreement. Founding Members are not charged the Joining Fee.
Schedule 3 · CBCA Values
01
CBCA members are specialists. We are a network of lawyers who have chosen to focus, seriously and deeply, on cross-border disputes, international arbitration, and complex commercial litigation. Generalists who occasionally handle a cross-border matter are not what CBCA is for. Members commit to maintaining, investing in, and developing genuine expertise in their Specialist Area throughout the period of their membership. That means staying current in the field, taking on matters that genuinely require and develop that expertise, and being honest about the limits of their specialism.
02
Integrity means acting honestly in all dealings, with CBCA, with fellow members, and with clients. It means representing your firm’s capabilities accurately and not overstating experience or credentials. It means disclosing conflicts promptly and without being asked. It means being honest when you cannot accept a referral, rather than leaving a fellow member in the dark. CBCA will not retain members whose conduct raises questions about their integrity, regardless of their technical competence.
03
Members of CBCA are expected to do excellent work. That is why they were selected. Excellence in this context means giving clients clear, accurate, and practically useful advice; being responsive; being well prepared; and meeting the standards of quality that define the best disputes practitioners in any jurisdiction. Members who refer matters into the Network are trusting CBCA with their client relationships. That trust must be honoured.
04
CBCA is a collaborative network, not a directory. Members are expected to engage actively with each other, to know each other’s work, to reach out when a matter crosses into a colleague’s jurisdiction, and to approach Network relationships as genuine professional partnerships. Collaboration requires effort. Members who join CBCA to benefit from the brand or the inbound flow, without investing in the relationships and the community that make the Network work, are acting contrary to its purpose.
05
The Network functions because members give as well as take. Reciprocity means making referrals when matters warrant it, not protecting client relationships at the expense of the Network. It means responding promptly and substantively to referrals received. It means attending events and contributing to Network discussions. A member who consistently receives without contributing, whether in the form of referrals, engagement, or effort, is not the kind of member CBCA is designed for, and this pattern will be treated as grounds for review.
06
CBCA brings together practitioners from jurisdictions and legal traditions around the world. Respect is the foundation on which every Network relationship rests. Members treat each other, regardless of the size of their firm, the prestige of their jurisdiction, or their seniority, with courtesy, professionalism, and genuine regard. This applies equally to CBCA staff and to each other’s clients. CBCA has zero tolerance for rudeness, condescension, discrimination, or harassment in any form.
07
Members remain independent professionals first. No Network relationship, referral relationship, or collegial loyalty should ever compromise a member’s primary duty to their own client. The independence of legal advice and the undivided loyalty owed to a client are non negotiable. CBCA’s structure as a network of independent firms, rather than a formal association or integrated entity, is intentional: it preserves each member’s freedom to act in their client’s best interest at all times.
These values form part of the Alliance Agreement. Conduct that is materially inconsistent with any of these values may constitute grounds for exclusion under clause 13 of the Agreement, depending on the nature, severity, and circumstances of the conduct concerned.
Schedule 4 · Code of Conduct
This Code of Conduct forms an integral part of the Alliance Agreement. Breach of any provision may result in exclusion under clause 13 of the Agreement, with or without refund depending on the nature and severity of the breach.
Agreed and executed
This Agreement is executed as a simple contract by the duly authorised representatives of the parties as at the date stated on the cover page. Electronic signatures are valid and binding.
Signed for and on behalf of Cross Border Counsel Alliance Ltd
Authorised signatory name
Title or position
Signature
Date