LEGAL SERVICES RETAINER AGREEMENT
READ THIS AGREEMENT CAREFULLY BEFORE SIGNING.Once signed, the parties to this Agreement will be bound by its terms and conditions.The parties are advised that they should make sure they understand the Agreement before signing.Because the practice of law can be complex, this Agreement cannot completely disclose every interpretation of legal concepts.By signing, the parties indicate that they agree to the terms of the Agreement.PARTIES TO THIS AGREEMENT: This Agreement is entered into by and between Huayuan Minxin Law Firm (hereinafter “Huayuan Minxin”) and Fleet Street, Ltd.Suzhou Representative Office in China (hereinafter \"Client\") on this 15th day of September, 2011, Changshu, Jiangsu, China.Article 1 Attorneys As requested by the Client, Huayuan Minxin shall designate Attorneys Mao Zhengjiang and Stanley Times to act as the legal counsels of the Client (hereinafter referred to as the “Legal Counsel”).If neceary, Huayuan Minxin may designate other attorneys under its employment as supplemental or substitute attorneys with prior written consent of the Client.Nothing contained herein shall be construed as creating the relationship of employer and employee between Huayuan Minxin/Legal Counsel and the Client.Huayuan Minxin shall be deemed at any and all times to be an independent contractor.
Article 2 Services to Be Provided by Huayuan Minxin Attorney will provide the following Legal Services to the Client: Ⅰ.Non-litigation affairs A.Provide regular legal advice for the busine operation and management of the Client: 1.Answer questions on legal iues of the Client, and upon the Client’s request iue “Legal Opinion Letter”.2.Provide legal advice on the iues relating to the production, operation and management of the Client.3.In general, Law Firm shall response with answer to the Client’s questions within 24 hours; as for complex and significant legal iues, Law Firm shall response with answer to the Client’s questions within 60 hours.B．Provide legal advice related to internal management.1.Attend the Client’s internal meetings and provide related legal suggestions if requested.2.Establish, modify or review the internal management system, labor contract, and relevant training contract and non-disclosure agreements for the Client; 3.Offer written and oral initial legal opinion or advice on commercial plans or financing plans of the Client.C.Take part in the negotiations between the Client and its customers if requested: 1.Participate in commercial negotiations upon the Client’s request.2.Attend meetings with the Client or third parties on behalf of the Client.
1 D.Draft, review or modify contracts and other legal documents in relation to the busine operation and management of the Client.E.Provide legal training courses for the employees of the Client upon request; for this the Client shall give a 7 days prior notice to the Promise.
F.Aist and arrange the Client to communicate with the relevant departments of the government on the iues relating to the production, operation and management of the Client.G.Offer legal opinion or advice on the protection of intellectual property rights of the Client, including but not limited to patent right, trademark right, copyright, trade secret and franchise.H.Iue “Lawyer’s Letter” to third parties on the iues relating to the production, operation and management of the Client, and respond to Lawyer’s letters iued by third parties.Ⅱ.Arbitration and/or litigation affairs A.Research the cases and elaborate the handling strategies.B.Draft relevant legal documents for arbitration and/or litigation.C.Appear in court on behalf of the Client.It is agreed that the precise listing of Legal Services to be provided sometimes cannot be made.What Legal Services Attorney will provide will be determined by the usual busine practices of the legal community of Suzhou, Jiangsu.Article 3 Term of this Agreement This Agreement shall be effective from the date when it is duly executed by both parties and shall remain effective for one (1) year (hereinafter referred to as “Initial Period”).This Agreement will automatically expire on the last day of this Initial Period without any further written notice.After the expiation of Initial Period, this Agreement can be renewed annually upon agreement between the parties.In any case, any extension of present Agreement will be subject to a separate new written agreement. Article 4 Fees for Services
For the Legal Services as listed in Part Ⅰ of Article 2 hereof, the Client shall pay Law Firm a total service fee of Twenty Thousand RMB (￥20,000 ).The Client shall pay the Huayuan Minxin Five Thousand RMB (￥5,000 ) within on Sep.15, 2011as down payment, pay Seven Thousand and five hundred RMB (￥7,500 ) on Oct.15, 2011, and pay Seven Thousand and five hundred RMB (￥7,500 )RMB on Nov.15, 2011.The costs for arbitration and litigation affairs will be directly paid by the Client; while Huayuan Minxin shall give the Client 20% discounts on its customary charges for the Legal Services as listed in Part II of Article 2 hereof.Such Legal Services will be invoiced at the end of the month during which they have been performed and payable 15 days before the date of invoice.Article 5 Costs and Expenses The Client shall burden all “costs” and “expenses” in relationship to Attorney’s legal services under this Agreement.Costs and expenses include, but are not limited to, long distance telephone charges, facsimile charges, court filing fees, deposition costs, expert fees and expenses, investigation costs, mileage charges, parking, meenger service fees, photocopying expenses, 2 proce server fees and any other related expenses incurred by Attorney to provide services to Client.Article 6 Duties of Huayuan Minxin Huayuan Minxin shall provide the Legal Services in good faith and undertakes to perform these matters with due profeional care, in compliance with all relevant legal regulations, on profeional level and within terms required by laws or agreed on in this Agreement or which the Parties shall agree upon individually, either verbally or in writing.Huayuan Minxin undertakes to perform the Legal Services, so that all interests and goals of the Client known to it are always taken into consideration and are duly protected.Huayuan Minxin agrees to indemnify the Client for any claims arising out of Legal Counsel’s performance of services hereunder.Huayuan Minxin shall maintain profeional malpractice insurance covering Legal Services performed under this Agreement.
Whether during or after the termination of this Agreement, Huayuan Minxin shall not disclose to any third party(s) any information concerning the Client ’s busine operation obtained by Huayuan Minxin through providing Legal Services for the Client, such as operation model, customers’ information, commercial information or any other kind of information.Article 7 Duties of the Client It is the Client’s responsibility to cooperate fully with Huayuan Minxin by, among other things, providing Huayuan Minxin with all requested information and making the Client or the representatives of the Client reasonably available for consultation and interviews upon request.The information provided by the Client should be correct and complete; otherwise Huayuan Minxin will be exempted from any legal liabilities due to uncorrected or incomplete information provided by the Client and will be entitled to cancellation of the Agreement.Article 8 Records Retention Unle otherwise directed by the Client, Huayuan Minxin shall retain all records relating to the performance of the Legal services herein for a period of 10 years following the termination of this Agreement.Upon the request of the Client, Huayuan Minxin shall allow representatives or designees of the Client to review and/or audit said records at all reasonable times.
Upon the request of the Client, after the expiration of the records retention period, Huayuan Minxin shall return all the files and records to the Client.Huayuan Minxin may destroy all records in whatever media that are not returned at the expiration of the records retention period.Article 9 General Provision Any amendments or changes to this Agreement shall be made in writing upon previous agreement by both parties.If any term or provision of this Agreement, or any application of any term or provision of this Agreement, is held to be unenforceable, the unenforceability of that term, provision or application shall not affect the enforceability of any other terms, provisions, or applications.This Agreement contains all the terms and conditions agreed upon by the parties.No understandings or otherwise regarding the subject matter of this Agreement shall be deemed to exist or to bind any of the parties hereto.
3 Article 10 Governing Law and Settlement
This Agreement shall be governed by law of the People’s Republic of China.Any unsettled matter or any dispute arising from or in connection with this Agreement shall be settled by amicable consultation or otherwise submitted to Suzhou Arbitration Commiion for arbitration, whose award shall be final and binding upon both parties.Article 11 Establishment
This Agreement shall be written in English & Chinese and established with both parties’ signatures.Should any discrepancy arises between the two versions, the English version shall prevail.This Agreement is in duplicate and each party has one with the same legal effect.
By: Fleet Street, Ltd.Suzhou Representative Office in China
Legal representative:
Add:
Date of Signature:
By: Jiangsu Huayuan Minxin Law Firm Legal counsel(s) appointed: Add: No.7 North Yushan Rd., Changshu, Jiangsu 215500 Tel: 13812976946(Stanley)/13913627783 Fax:0512-52881148
