Legal Advisory Services for the Transition of RI Philippines' Legal Registration & Organizational Affiliation

Statement of Work (SOW)

Title: Legal Advisory Services for the Transition of Relief International Philippines' Legal Registration and Organizational Affiliation

Location(s) where the Services are to be performed: Philippines

Contracting Manager: Country Director

Timing: 10 days

Dates: September 14, 2026

Pre-Hire Checks Requirements: This role is classified as requiring standard pre-employment checks

About Relief International

Relief International is an international non-profit organization that partners with communities impacted by conflict, climate change and disaster to save lives, build greater resilience, and promote long-term health and wellbeing. We work in 16 countries across Africa, Asia, and the Middle East, providing Health and Nutrition, WASH (Water, Sanitation, and Hygiene), Education and Livelihoods programming that creates the foundation for community resilience.

Relief International (RI) Philippines operates with a strong focus on peacebuilding, humanitarian response, and development programming in areas affected by conflict, natural disasters, and socio-economic vulnerabilities. Since establishing its presence in the country, RI has worked closely with local communities, civil society organizations, and government institutions to support conflict-affected populations, promote social cohesion, and deliver life-saving assistance. The country's program integrates gender equality, youth empowerment, and community resilience across its portfolio, ensuring that interventions address both immediate needs and long-term structural challenges.

Scope and Nature of Services:

Relief International is exploring to transition its legal registration in the Philippines from its affiliation with Relief International Inc., (US) to Relief International-France (RI-France). The Contractor will provide legal research and advisory services to enable RI Philippines to assess its current Securities and Exchange Commission (SEC) registration and organizational structure and determine whether any transition, merger, restructuring, amendment, or other corporate action is legally required or advisable for its affiliation with RI-France.

Key Delivery Milestones

Milestone 1: Inception Briefing Note

Within three (3) calendar days from commencement of the engagement, submit a preliminary briefing note covering:

preliminary understanding of RI Philippines’ current SEC registration and corporate structure;

key legal questions and issues to be examined;

proposed research and assessment approach;

list of additional documents or information required from RI; and

any immediate matters requiring management clarification.

Milestone 2: Comprehensive Legal Research and Advisory Report

The report shall include an Executive Summary outlining the recommended option(s), indicative timeline, estimated costs, key risks, and management decisions required.

Within five (5) calendar days from acceptance of the inception briefing note , submit a comprehensive report addressing, at minimum:

1. Current Status Assessment

review of RI Philippines’ current SEC registration, corporate structure, and governance arrangements;

relevant Philippine laws, SEC rules, regulations, issuances, and other regulatory requirements; and

legal and compliance implications of maintaining the current structure.

2. Legal Analysis

assessment of the viable legal options available to RI and the implications of each option;

legally available pathways, including maintaining the current structure, amendment of registration, restructuring, merger, or other applicable options;

advantages, disadvantages, legal implications, and key assumptions for each viable option; and

implications for governance, board composition, corporate documents, and affiliation with Relief International global entities.

3. Implementation Requirements and Indicative Timeline

For each legally viable option, where applicable, provide the major implementation stages, government agencies involved, SEC and other regulatory requirements, documentary requirements, internal approvals, and indicative processing time for each stage.

4. Cost Assessment

Provide estimated government, SEC filing, publication, professional/legal, and other anticipated administrative costs, clearly distinguishing confirmed costs, indicative estimates, and costs requiring further verification.

5. Key Implications and Risks

governance and board composition implications;

implications for corporate registrations, permits, and regulatory compliance;

implications for existing contracts and ongoing obligations, where applicable;

potential legal, operational, and implementation risks associated with each viable option; and

key assumptions, limitations, and matters requiring further verification.

6. Recommendations

Provide professional recommendations on the preferred approach, if applicable; priority actions; matters requiring further verification; and critical decisions requiring RI management consideration.

Milestone 3: Presentation

Within two (2) calendar days following submission of the Comprehensive Legal Research and Advisory Report, present the key findings and recommendations to RI management and respond to clarification questions regarding the report. This period also includes revising the report, if necessary.

Payment Terms:

Professional fees shall be as stipulated in the approved engagement proposal and/or contract amendment, subject to applicable taxes. Payment shall be linked to satisfactory completion and acceptance of the agreed deliverables as follows:

Payment Schedule

Initial payment ( 50%): Upon signing of the engagement and issuance of the required invoice

Required Output: Signed Independent Contractor Agreement and required invoice

Final payment ( 50%): Upon submission, review, and acceptance by RI of the Comprehensive Legal Research and Advisory Report and completion of the management consultation session

Required Output: Accepted Comprehensive Legal Research and Advisory Report and completed presentation

The remaining payment shall be due only upon satisfactory completion and acceptance of the required deliverables. Where a deliverable does not substantially address the agreed scope, RI may request reasonable clarification or revision before acceptance and payment. The Contractor shall submit the required billing documentation in accordance with RI procedures.

Timeline and Delays

The Contractor shall promptly notify RI of any circumstance that could reasonably affect completion of the agreed deliverables within the stated timeline.

If a deliverable is delayed beyond the agreed due date without prior written agreement from RI, RI reserves the right to withhold final payment until the outstanding deliverable has been completed and accepted.

Information, services or resources to be provided by the Contractor:

The Contractor will provide the following services and resources to complete the assignment:

Legal expertise in Philippine corporate, SEC registration, governance, and related regulatory requirements relevant to the assignment.

Legal research and analysis based on applicable laws, SEC rules, regulations, issuances, and other authoritative sources.

Preparation of a written assessment that clearly identifies the legal basis for material conclusions and distinguishes confirmed information from assumptions, estimates, and matters requiring further verification.

Provision of periodic updates and timely requests for documents or clarifications needed from RI.

Presentation of findings to RI management and response to reasonable clarification questions relating to the submitted report.

The Contractor will ensure that all work performed under this contract is completed in accordance with Relief International policies on confidentiality and legal documentation handling.

Safeguarding and conduct

Uphold and promote RI’s commitment to ensuring the safeguarding