SBLAW understands that you requested us to provide legal retainer services and other legal consultation services such as contract review, product registration etc. to foreign invested company in Vietnam (hereinafter referred to as “Client”) in Vietnam.
Thus, 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. LEGAL CONSULTATION SERVICES PROVIDED BY SBLAW
1.1. Legal Retainer Services
1.1.1. Scope of work:
– Providing timely updates on circulars and reminders to Client in respect of statutory obligations under the Vietnam Investment Law and Enterprise 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 Client with details of the updated content;
– Providing clarification (if it is necessary) regarding to Legal Update Notice per requested by Client;
– Preparation of minutes/resolutions in respect of Annual General Meetings and the related Director’s Meetings, notices, consent, corporate presentation forms and proxies for Client;
– Preparation of standard Director’s resolutions and related documents pertaining to change of directors, secretaries and registered office;
– Reviewing and/or preparing and finalizing drafts of communication between the Client and its partners, customers or competent authority;
– Reviewing and/or preparing customer service contract, labor contract, lease contract, warning letters etc. to be executed between Client and other relevant parties;
– Translating documents from English into Vietnamese or from Vietnamese into English;
1.1.2. Performance of services:
The working relationship between SBLaw 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
Both SBLaw and Client 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 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 SBLaw but shall be reasonably enough to cover all the obligations towards Client.
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. Client 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 Client shall stick to the schedule. In case of any cancellation, an advance notice of minimum 12 hours shall be adhered. Missed meetings or cancellations without sufficient notice will be billed to Client.
Client shall appreciate that SBLaw is a law firm doing business with many other clients and therefore Client shall provide a reasonable, fair and realistic notice to SBLaw for their requests and projects. Client 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.
1.1.3. Standard working hours
From our preliminarily discussion, we assume that with current business operation of Client, SB Law shall render its legal retainer services for approximately 20 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 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 27 hours. Redundant time shall be deemed as depleted at the 1st anniversary date of the Legal Retainer Service Contract.
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.
1.1.4. Retainer Fee and Billing Procedures
S&B 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.
2. Contract Preparation:
We understand that Client wishes us to prepare template of service agreement and physical goods purchase agreement. We therefore would like to propose our scope of work and professional fee as follows:
2.1. Scope of work:
- Collecting necessary information from Client;
- Preparing Template of Agreement in order to protect the legal rights and interests of Client under mutually agreement by the related Parties and applicable laws.
- Reviewing, revising and finalizing the drafted contract based on Client’s opinions (not exceeding 15 hours to provide final version of the Contract), extra working hours shall be charges as per hourly rate;
2.2. Performance of Services:
– Step 1: We shall collect necessary information from Client. Upon receipt of required information, we shall study and assess legal matters to be noted during execution of the targeted transaction. In order to support sudy of your goal and legal status of related parties, we may request for direct meeting with your Project Manager.
– Step 2: Contract Preparation: Based on our understanding of your goal and legal status of related parties, we shall prepare template of agreement under the applicable law. We plan to complete preparation of agreement template within 05 working days from commencing date of the Service. The time duration does not include of required time for revising the drafted agreement template based on your comments.
3. Product Registration
We understand that you would like to register products such as kitchen storage, food products, canisters, containers, freezer bowls… under Vietnam Law.
We therefore propose our scope of work and our professional fee as follows:
3.1. Scope of work
Preparation of the application documents:
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Licensing procedures:
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3.2. Performance of Service
- Preparing the application dossier: We shall collect necessary information and documents from you. Upon receipt of necessary information and documents from you, we shall translate documents from English into Vietnamese (if so required) and prepare the application dossier under the standard forms. The initial drafted application dossier shall be sent to you for your comments. Then, after updating the application dossier based on your comments, we shall obtain the preliminary comments from the competent authority and send the finalized application dossiers for you to sign and seal.
- Submission of application dossier: Within 02 working days from receipt of duly signed and sealed application dossier, we shall submit the application dossier to the competent authority. We shall then follow the licensing process on Client’s behalf and keep Client updated on the licensing process.
