AP-000017: Terms of reference (TORs): Procurement of Consulting Law Firm 

1) Background

Accelerate Prosperity (AP) is a joint initiative of the Aga Khan Foundation (AKF) and Industrial Promotion Services (IPS) of the Aga Khan Fund for Economic Development (AKFED) in Central and South Asia. It aspires to work towards a society that is powered by innovative and successful young entrepreneurs. Through its services, AP extends tailored training, advice, and technical assistance to aspiring and existing entrepreneurs to help them launch or expand their innovative business ventures. It also extends tailored financing to start-ups and SGBs to help them unlock external investments by improving their bankability and investment readiness. 

2) Program Overview

Start-up Pakistan is a project financed by the German Federal Ministry for Economic Cooperation and Development (BMZ) through Kreditanstalt für Wiederaufbau (KfW) and implemented by Accelerate Prosperity. The initiative aims to scale up Accelerate Prosperity’s existing model of technical support and financing for businesses. It will expand into new geographies and across exciting sectors such as education, health, tourism, and green economy, prioritizing digitization and environmental sustainability.

3)  About the Position

Accelerate Prosperity Pakistan seeks to engage a qualified legal firm with demonstrated experience in legal services to provide expert support in managing and mitigating legal risks associated with AP’s business and investment activities. This engagement is critical to safeguarding AP's legal interests, enhancing the robustness of its transaction frameworks, and ensuring the protection of all parties involved, especially in high-stakes or complex investment environments. The consultant is expected to work closely with AP’s internal team to ensurethe  timely and compliant execution of legal processes.

4) Scope of work

• Provide legal assistance in drafting, reviewing, and negotiating contracts, agreements, and other legal documents related to AP's business transactions.

• Representing and advising AP in transactional matters before relevant authorities, including regulatory bodies, and other third parties involved in the transaction process.

• Conduct legal due diligence and risk assessments for proposed transactions, including mergers and acquisitions, joint ventures, financing arrangements, and commercial transactions.

• Provide legal assistance in drafting, reviewing, and financing agreements, and other legal documents related to AP's debt financing and equity investment transactions which includes Term sheet, Loan Agreements, Equity Financing Agreements, Security & Collateral Documents, Exit-Related Agreements, Monitoring and Reporting Agreements etc.

• Offer legal guidance and support in structuring and executing transactions to ensure compliance with applicable laws, regulations, and industry standards.

• Assist in the preparation and submission of regulatory filings, applications, and other documentation required for transactional activities.

• Provide legal input and assistance in negotiating and finalizing transactional terms and conditions, including pricing, warranties, indemnities, and dispute resolution mechanisms.

• Collaborate with external legal counsel, advisors, and stakeholders as necessary to facilitate smooth transactional processes and resolve legal issues effectively.

• Keep the client informed of legal developments, updates, and progress throughout the transactional process, including regular status reports and updates on key milestones.

• Ensure confidentiality and protection of sensitive information related to transactional matters in accordance with applicable legal and ethical standards.

• Remain available to provide ongoing legal support and guidance to the client as needed throughout the duration of the transactional engagement.

• Adhere to high standards of professionalism, integrity, and ethical conduct in all aspects of providing legal transactional services to the client.

• Manage compliance-related affairs, entailing the oversight, assessment, and resolution of regulatory adherence issues in accordance with applicable laws, regulations, and internal policies.

5) Deliverables

Deliverables may include, but not be limited to the following identified areas:

 1.     Legal Document Drafting & Review, including:

•          Service Agreements
•          Non-Disclosure Agreements (NDAs)
•          Memoranda of Understanding (MoUs)
•          Partnership Agreements
•          Vendor and Supplier Contracts
•          Employment and Consultancy Agreements
•          Debt Investment Agreement

2.     Transactional Representation & Advisory

         Legal representation of AP before:

•           Regulatory authorities (e.g., SECP, SBP, FBR)
•           Governmental bodies and third parties

         Legal advice during transactional negotiations

3.     Legal Due Diligence Reports

        Conduct and deliver due diligence reports for:

•         Potential Investment Cases (startups, SMEs)
•          Joint ventures
•          Debt financing transactions

        Risk identification with legal mitigation recommendations

4.     Contractual Support for Investment Transactions

Drafting and negotiation of transaction-specific documents including:

•           Term Sheets
•            Loan Agreements
•            Shareholders’ Agreements
•            Security & Collateral Documents

5- Regulatory Filings & Compliance

Preparation and submission of filings for:

•            Investment approvals
•            Business licenses
•            Tax and corporate registration changes
•            SECP or sector-specific compliance

6.     Negotiation & Finalization of Deal Terms

Legal input on:

•            Termination clauses
•            Dispute resolution mechanisms

7.     Confidentiality & Data Protection Compliance

•            Development or review of NDAs and confidentiality protocols
•            Guidance on data protection compliance (e.g., for investor/portfolio data)

8.     Ongoing Legal Advisory Services

•            On-call legal advice via email, phone, or meetings

6) Qualifications and Experience

Legal Consultancy firm shall have the following experience:

1. At least 2 Law Graduates (L.L.B) from HEC recognized University/Institution. Foreign qualifications like Barrister, Solicitor and Master's (LLM) will be preferred.
2. The two lawyers must be registered with the High Court Bar Association.
3. The Firm must have 5+ years of experience in the provision of legal consultancy or advisory services pertaining to corporate transactional matters.
4. The firm must be duly registered with the SECP and maintain an active NTN number.

7) Contract Duration

The duration of Legal Consultancy Services will be initially 12 months and will be subject to renewal with the mutual consent of both parties, after the lapse of the defined duration.

8) Location

This is a remote position, and the consulting firm can be based anywhere in Pakistan.

9) Payment terms

Payment will be made monthly against proof of submission of deliverables and approval by the CIO and the Technical Assistance Manager.

10) Reporting Line

The company will be reporting to the CIO and the Technical Assistance Manager at Accelerate Prosperity Pakistan.

11) Evaluation Criteria

Proposals will be evaluated based on:

• Technical expertise and experience of the applicants (70%)
• Financial competitiveness (30%)

12) Proposal Submission Requirements

The bids are to be evaluated on the following grounds, meeting the following criteria which are mandatory.

Interested applicants must submit the following:

A. Technical Proposal:

• The firm must provide a certificate of company/firm registration with SECP and an active NTN number.
• The law firm must submit the company profile that outlines that it has 5 years plus experience in the provision of legal consultancy or advisory services pertaining to corporate transactional matters.
• The Firm should share any relevant experience in providing legal advisory services for business transactions, including contract drafting, legal due diligence, regulatory compliance, and representation before authorities such as SECP, SBP, and FBR.
• The law Firm should provide the complete profiles of the lawyers along with CVs, verified copy of valid license with High Court Bar Association along with proof of license issued for more than 5 years. 
• Law firms must prepare at least a 1-3 pages description of the proposed methodology and work plan for performing the assignment. 
• Potential Consulting Firms are required to sign the RFP document along with annexes, and it should be submitted along with the proposal. 

 B. Financial Proposal:

• The financial proposal should be submitted using the attached financial proposal format with a valid signature and stamp.