If Client is now seeking legal service to support preparing Joint-Venture Contract signed between Client and your partners (hereinafter is referred to as “Contract”).

Thus, SBLAW is grateful to present you our Legal Services Proposal for your review and consideration.

1.Scope of works and performance time.

1.1. Scope of work

Following works are proposed based on the request of Client. However, depending on the specific position/situation of Client, several work items may not be necessary. Meanwhile, other works may be required. SB Law shall immediately advise Client the same upon review documents of the case. Any additional works shall not fall under the scope of this Legal Service Proposal, but could be provided upon request.

1.1.1 General advice

a) To study the requirements and goals of the Client in the target transaction;

b) To analyse and assess the legal risks to which Client should pay attention during the implement of the target transaction;

c) Other legal issues to ensure the legality of the target transaction

1.1.2 Prepare the Contract

a) Prepare the Contract on the basis of ensuring the best interests of the Client in accordance with the laws;

b) To adjust the draft Contract based on the opinion and recommendations of the Client (if any)

c) Responding to Client’s questions related to legal risks and anticipating other legal issues for the Client in the performance of the Contract.

d) In case the Client requests, SB Law will proceed to amend and complete the Contract based on comments of the Client (not exceeding 3 times) to complete the Contract. Additional working hours will be charged by attorneys’ fees on the hourly basis.

1.2.Time schedule and steps of performance

With the scope of services as mentioned in above, we estimate the services period as follows:

a) General advice: For further understanding the Client’s goal and legal position, SB Law may propose a directly meeting for a detailed discussion between SB law’s Lawyer and the Representative of the Client. The time which SB Law estimates to study and assess legal issues during the implementation of the target transaction shall be 02 working days from the date on which SB Law receives the advance payment or receive necessary documents and information from the Client depend on the later date. This time does not include the time of the meeting with the Client’s Project Management.

b) Prepare Contract: The time which SB Law estimates to draft Contract shall be 05 workings days from the end of General Advice. This schedule does not include time to make contract adjustments at the request of the Client.

c) All work will be done during business hours, from Monday to Friday, from 8:30 a.m. to 5:30 p.m., except holidays, unless otherwise agreed between Client and SB Law .

d) The service commence date is the date SB Law receives the first payment or receives the necessary documents and information from the Client, whichever is later.

e) Any delay or delay in the progress of the work resulting from reasons beyond SB Law’s control including but not limited to changes of law, responding to comments of competent state agencies, Client changing consultation request etc. will not be counted towards the service period.

2. SERVICE FEE

2.1.The service fee of SB Law for performing services as mentioned in Item 3 above will be USD 2,000 (in words: Four thousand US Dollar). In case, the Client requests to translation Contract from Vietnamese to Japanese, our additional service fee for the translation work will be USD 400 (in words: Four hundred US Dollar).

2.2.The above-mentioned fee does not include 10% VAT; costs for travelling and accommodation of the lawyers required to work outside Hanoi city and Ho Chi Minh city; bank charge and other costs incurred on the Client’s behalf.

2.3. Service fee shall be paid to SB Law as follows:

a) Within 05 working days from the date of signing this legal service proposal, Client will pay for SB Law an advance payment which equivalent to 60% of the total estimated services fee.

b) Client will pay the remained fee and other cost and disbursement incurred on Client’s behalf within 05 working days from obtainment first drafted of the revised Contract.

c) Regarding the service fee for Contract negotiation: At the end of negotiation sessions, SB Law will inform and request the Client to confirm the Service Fee calculated according to actual working hours. The Client will pay the service fee on the basis of mutually confirmed business hours

d) 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.

Please see more:

Quotation accounting, contract drafting of SBLAW’s lawyer

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