In-house counsel service

Client: We are looking for consultation for your in-house counsel service, Looking forward to hearing from you soon

Lawyer:We understand that you requested us to provide In-house counsel service to your Company (hereinafter referred to as “Client”).

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.SCOPE OF WORKS

Our provision of services shall be as follows:

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, SB Law 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;

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; and

–                     Acting as authorized representative of the Client.

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 ten (10) minutes. Any call beyond ten (10) 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 12 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. 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 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. Time for which the lawyer moving between workplaces requested by Client shall be a half of normal working hour.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 80% normal Standard Working Hours of 01 month.

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. SERVICE PACKAGE

At presence, SB Law provides the following Service Packages:

• The professional fees above are exclusive of 10% VAT, governmental fee (if any), round-trip and/or accommodation expenses of lawyer for going out of Hanoi City and/or Ho Chi Minh City to perform the work requested by Client.

If amount of work that SB Law provided to Client exceed the Standard Working Hours, SB Law will notify and request the Client’s acknowledgement and make payment for an additional fee equivalent with extra time (actual working time which beyond the Standard Working Hours of the month). Fee for extra time will be automatically accumulated into the professional fee of the following month. Preferential rate for such extra time is VND2,000,000 (Two million Vietnam Dongs) per 01 (one) working hour.

In case the Client request SB Law to perform specific task which is complicated or deeply involved into legal proceedings require time and effort beyond the limit of Standard Working Hours defined hereof, SB Law shall notify the Client in advance to choose one of the following options: (1) either SB Law will perform the work under Legal Retainer Service Contract; (2) or SB Law and the Client shall enter into a separate contract to perform such scope of work.

5.       BILLING PROCEDURES

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.

6. Services period

The service period shall be one year from the signing date of the contract. Within 02 months before the expiry date of this Contract, should no Party otherwise notice in writing, the Legal Retainer Contract shall be automatically extended to 01 (one year) counted from the following date.