Question: We are a commercial foreign bank having branch in Vietnam and would like to seek a law firm in Vietnam, please advise this?
Answer: Further to our discussion from which we were requested to provide legal retainer services to Commercial foreign Bank in Vietnam (hereinafter referred to as “BANK”), we are pleased to present herewith our proposal outlining the scope of services together with our fees and terms of engagement in rendering our services:
1.SCOPE OF WORKS
Our provision of services shall be as follows:
– Providing timely updates on circulars and reminders to BANK in respect of statutory obligations under the Credit Institutions Law, Labor Law and other related laws of Vietnam. Whenever there is a new relevant law or enactment of any existing law, SBLaw shall provide immediate legal update notice to BANK with details of the updated content;
– Providing clarification (if it is necessary) regarding to Vietnam Legislation per requested by BANK;
– Reviewing and/or preparing contracts to be executed between BANK and other relevant parties;
– Translating documents from English into Vietnamese or from Vietnamese into English;
2. PERFORMANCE OF SERVICES:
The working relationship between SBLaw and BANK shall be based on the premise that SB Law shall act as the legal division of BANK and the communication for different services shall be either in any or all of the following form:
– Telephone and/or facsimile;
– Direct conference; and
– Authorized Representative.
Both SBLaw and BANK agree that at no point of time shall the Services Performance provided by SBLaw create an employer-employee relationship between the Consultant or Lawyer entrusted by SBLaw (hereinafter referred to as “Consultant”) and BANK. The Consultant shall have no right to receive any employee benefits including, but not limited to, health and accident insurance, life insurance, sick leave and/or vacation.The working hours of the Consultant with BANK shall be determined by SBLAW but shall be reasonably enough to cover all the obligations towards BANK.
The service charges of SBLaw are applicable to, though it is not limited to, telephone calls, correspondence, e-mails, meetings, legal analysis and research, review and drafting of documents, depositions, conferences and travel. BANK shall not be typically charged for occasional calls which would last for a few minutes, up to a maximum of ten minutes. Any call beyond ten minutes shall be automatically billed.
All the meetings shall be fixed by appointment and both SBLaw and BANK shall stick to the schedule. In case of any cancellation, an advance notice of minimum 05 working hours shall be adhered. Missed meetings or cancellations without sufficient notice will be billed to BANK.
BANK shall appreciate that SBLaw is a law firm doing business with many other clients and therefore BANK shall provide a reasonable, fair and realistic notice to SBLaw for their requests and projects. BANK shall not request for an emergency service which shall be attributed to their poor planning and miscommunications. SBLaw may require detailed clarification of projects in order to meet expectations and provide the best support and highest quality work.
3. STANDARD WORKING HOURS
From our preliminarily discussion, we assume that with current business operation of BANK, SBLaw shall render its legal retainer services for approximately 10 working hours per month (hereinafter referred to as “Standard Working Hours”). SBLaw shall warrant that its Consultant shall be available during normal working hours (from Monday to Friday, 8:00 am to 5:30 pm. National Holiday and weekends shall not be classified to normal working time). Time for which charges applied to Services requested by BANK in Extra Time other than normal working hours as defined herein shall be duplicated. In case the Standard Working Time in a month is not depleted, the redundant time shall be automatically added into the Standard Working Time of the next month. However, under no circumstance shall the Standard Working Time in a month exceed 18 hours.
The standard working hours can be quarterly adjusted upon request of BANK.
Additional work beyond the scope of Legal Retainer Services as defined in Item or beyond the Standard Working Hours must be negotiated separately and will be billed separately at the full standard hourly rate according to service category with payment due upon receipt.
4. RETAINER FEE AND BILLING PROCEDURES
Our retainer fee shall be 20,000,000 VND (Twenty million Vietnam Dong) per month. The fee is exclusive of 10% VAT.
SBLaw invoices will be sent one week prior to the commencement of the next service period start date. Amounts are due three (03) working dates before commencement of each service period start date. Paid retainer fee shall be non-refundable.
We typically render monthly statements. Each statement will include the fees for services rendered and the disbursements for services provided, such as postage, telephone, photocopying, word processing, delivery, computer research, staff overtime on specific rush projects, filing fees, messenger service and independent filing or search services. In some instances, disbursements for in-house services may include the indirect expenses associated with providing the service. Extra amount other than Retainer Fee shown on these statements are payable within ten (10) days after the date of the statements. Statements that are not paid within ten (10) days are assessed a late payment charge at the rate of one and one-half percent (1½%) per month on the unpaid balance.
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