Contract Review and Legal Retainer Service

This is reference to the conservation from which we were requested to submit legal service proposal for Contract Review and Legal Retainer Service supplied to FDI company (hereinafter referred to as “Client”).

We, therefore, are grateful to present you Legal retainer service proposal for your review and consideration as follows:

1.       SCOPE OF WORKS

1.1.    Contract Review/Contract Preparation (case by case basis)

Our provision of services shall be as follows:

• Study drafted contracts provided by Client/Study legal status and request for Contract Preparation of Client;
• Review drafted/Prepartion of Contract,
• Give advice/ suggestion on amendment, supplement where need to protect the legal rights and interests of Client under mutually agreement by the Parties and applicable laws.
• Explaining, clarifying if Client have any questions/ comments regarding the above  Contract;
• Reviewing, revising and finalizing the drafted contract based on Client’s opinions (not exceeding 3 rounds or 10 working hours to provide final version of the Contract), extra working hours shall be charges as per hourly rate.
• Participate in the meetings between Client and counterpart, support Client and participate in negotiation process (if so required).

1.2.    Legal Retainer Service

• Update the Client with the circulars and reminders in respect of statutory obligations under Vietnam Investment Law and Enterprise Law, Labor Law and other relevant Vietnam Law. Whenever any relevant law is enacted, SB Law shall provide a legal update notice to Client with a brief version of the updated content;
• Providing clarification (if it is necessary) regarding to Legal Update Notice per requested by Client;
• Preparation of minutes and/or resolutions in respect of Annual General Meetings and the related Director’s Meetings, notices, consent, corporate presentation forms and proxies;
• Preparation of standard Director’s resolutions and related documents pertaining to change of directors, secretaries and registered office;
• Reviewing and/or preparing dispatches for communication between Client and its partners, customers or competent authority;
• Reviewing and/or preparing customer service contract, labor contract to be made by and between Client and other relevant parties;
• Translating documents from English into Vietnamese or from Vietnamese into English;
• Representing Client to liaison with the Competence Authorities or individuals, organizations as authorized representative. However this Item shall not include any licensing process and/or litigation or arbitration process which shall be separately quoted upon request of Client.

2.       PERFORMANCE OF SERVICES:

The working relationship between SB Law and Client shall be based on the premise that SB Law shall act as the legal division of Client and the communication for different services shall be either in any or all of the following form:

–                     Email;

–                     Telephone and/or facsimile;

–                     Direct conference;

–                     Documentation;

–                     Representing for Client before court, competent authority and other parties.

Both SB Law and Client agree that at no point of time shall the Services Performance provided by SB Law create an employer-employee relationship between the Consultant or Lawyer entrusted by SB Law (hereinafter referred to as “Consultant”) and the Client. 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 Client shall be determined by SB Law but shall be reasonably enough to cover all the obligations towards Client.

The service charges of SB Law 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. Client shall not be typically charged for occasional calls which would last for a few minutes, up to a maximum of five minutes. Any call beyond ten minutes shall be automatically billed.

All the meetings shall be fixed by appointment and both SB Law and Client shall stick to the schedule. In case of any cancellation, an advance notice of minimum 08 working hours shall be adhered. Missed meetings or cancellations without sufficient notice will be billed to Client.

Client shall appreciate that SB Law is a law firm doing business with many other clients and therefore Client shall provide a reasonable, fair and realistic notice to SB Law for their requests and projects. Client shall not request for an emergency service which shall be attributed to their poor planning and miscommunications. SB Law may require detailed clarification of projects in order to meet expectations and provide the best support and highest quality work.

3.       SERVICE PACKAGES AND PROFESSIONAL FEE

3.1. Contract Review/Contract Preparation (Case by case basis)

For Contract Review/Contract Preparation on case by case basis, SB Law professional fees shall be based on the actual time our lawyers/consultants work on the services(s) for which we have been retained. Our Lawyer and Consultations keep track their time in minutes to the nearest 10 minutes and record their time daily. Time record notations are made for any and all work performed, including but not limited to, office conferences, legal research and preparation of legal instruments, telephone and personal trips to and from the offices to relative places or client’s offices. Where SB Law offers an estimate for services based on hourly rates, such estimate may not adequately reflect the amount ultimately undertaken by SB Law in order to deliver the services. In case the actual amount of work required by SB Law exceeds our initial estimate, SB Law will advise of any possible excess such estimate.

SB Law also provides services on a fixed basis for many projects. Any work or additional work which is not covered by the scope of work as agreed upon will be billed in accordance with our standard hourly rates.

Our current standard hourly rates are follows:

Director & Partner:                   250-300USD

Senior Associate:            100-200USD

Associate:                       80USD

Trainee                           30USD

3.2. Legal Retainer Service Package

SB Law shall render its legal retainer services for a number of working hours per month (hereinafter referred to as “Standard Working Hours”). SB Law 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 Client in Extra Time other than normal working hours as defined herein shall be duplicated. In case the Standard Working Hours in a month is not depleted, the redundant time shall be automatically added into the Standard Working Hours of the next month. However, the Accumulated Standard Working Hours in a month must not exceed 180% normal Standard Working Hours of 01 month. At presence, SB Law provide following Legal Retainer Service Packages:

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.       BILLING PROCEDURES

4.1.Contract Review/Contract Preparation (Case by case basis)

SB Law requires payment of all invoices within 05 working days from their date. Client shall immediately notify SB Law of when actual payment(s) will be made on the amount specified in the invoice(s). SB Law will start working only upon receipt of payment of the respective invoice(s). Alternatively, SB Law reserves the right to withdraw the service if payment is not received 10 days after the date of the invoice. Further, in the event payments are not received by the payable date, SB Law reserves the right to suspend services and/or levy and collect a late payment fee of 0.5% per month up to the date of receipt of payment by SB Law.

4.2. Legal Retainer Service Package

SB Law 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.