THE PICKETT LAW FIRM

Vorstadt 10,
63654 Büdingen, Germany

Tel.: +49 (0)6042 4079121
Mobile: +49 (0)163 59 28 380
Fax: +49 (0)6042 4079120

Email: info@pickett-law.com

Terms of Engagement

§ 1 Scope

(1) The following Terms of Engagement shall apply to any and all engagements for which the principal (hereinafter referred to as the "Client") retains the Pickett Law Firm (hereinafter referred to as the "Firm"). The subject matters of an engagement shall include all any and all legal services, including but not limited to the provision of legal advice or information, representation in out-of-court or judicial matters, management services and litigation. This shall also apply in the event that only one or several designated counsel of the Firm has or have been engaged.

(2) The scope of these Terms of Engagement shall extend to engagements which are not related to the provision of legal services as well as services and other activities which have been assumed as a part of the engagement.

(3) The scope of these Terms of Engagement shall extend to any and all future legal relationships with the Client without the need for any additional reference.

(4) Other terms and conditions, including in particular those of the Client, shall be incorporated into the attorney-client relationship only on the condition that such has been expressly agreed in writing.

(5) In the event of any amendments, changes or alterations to the Terms of Engagement, the most current version shall apply; in the case of existing attorney-client relationships, this shall be the case provided the Client does not object within a reasonable period of time.

§ 2 Establishment and Scope of the Attorney-Client Relationship

(1) Questions directed to the Firm by email, fax, telephone, or by any other means shall not in and of themselves establish an attorney-client relationship. Such relationship shall be established only by the Firm's acceptance of the engagement request.

The attorney-client relationship shall be established by signing and returning the forms which are used and required by the Firm. The Firm reserves the right to refuse a request for a retainer and/or not to respond where the requesting party has not returned the completed the forms, has returned forms which omit information or has omitted to return all forms, or has returned forms which have not been properly completed. The attorney-client relationship shall be established where the Firm has not objected to the retainer request within a reasonable period of time, which shall generally be one week, after receipt of all properly completed forms and/or all information has been provided.

In the case of existing attorney-client relationships the retainer may be requested orally. Such retainers shall be deemed to be accepted where the Firm has not objected within a reasonable period of time, which shall generally be one week.

Where unsolicited forms are submitted, the attorney-client relationship shall first be established by the transmission of a written confirmation of the engagement.

The Firm shall in principle remain free in its decision relating to the acceptance of the engagement until acceptance thereof. An attorney-client relationship shall not be established when, in providing information services, a general response to an enquiry is provided.

(2) An attorney-client relationship shall be established only upon the Client's consent to these Terms of Engagement.

(3) Information provided orally in the course of the initial consultation and information provided over the telephone shall be non-binding in principle unless accompanied by written confirmation.

(4) The scope of the attorney-client relationship shall be defined and delimited by the specific engagement agreed with the Client. The subject matter of the engagement shall be the services agreed, not the achievement of a specific legal or economic result. The retainer shall be performed in accordance with the standards of proper professional practice and to the best of the Firm's knowledge and good faith, in particular in accordance with the provisions of the German Federal Lawyers' Act (Bundesrechtsanwaltsordnung – BRAO) and the other professional regulations applicable to lawyers.

The Firm shall be entitled delegate the matter in whole or in part to other professional staff members as appropriate for performing the retainer.

(5) The Firm shall be obliged to lodge an appeal or legal remedy only when the Client has issued express instructions to do so. Instructions issued by telephone or electronic communications must in any case be confirmed by fax or letter. Such engagement shall be subject to acceptance by the Firm.

(6) Where several clients are represented by the Firm in the same matter, they shall be jointly and severally liable for payment of the statutory or agreed fees and expenses.

(7) If several persons are entitled to represent the Client, then each shall be deemed to be equally empowered in respect of the Firm to receive declarations of intent relating to the engagement(s) and information. The same applies where, in the same subject matter, the Client is composed of several persons and one person is named as the contact partner.

§ 3 Modifications to the Scope of Service

(1) The Firm shall endeavour to take into account any requests made by the Client to modify the scope of service relating to the performance of the retainer to the extent to which such modification(s) is/are reasonable for the Firm, in particular with regard to the time required, scheduling and the Client's interests in the context of the Firm's operational capacity and professional fields of expertise. In the course of the performance of the retainer the Firm shall coordinate with the Client in respect of the objectives pursued. However, the Firm shall be entitled to deviate from the Client's instructions where the Firm may reasonably presume, in the given context, that the Client would approve the deviation if it were aware of the situation.

(2) If and to the extent that an examination of the modifications or the realisation of the requested modifications to the scope of services reveals that such modifications affect the contractual terms, in particular the time required by the Firm or scheduling, the Parties shall agree to a reasonable adjustment of the contractual terms, in particular in respect of the fees, expenses and scheduling. If no agreement is reached and the Client thereby suffers no direct prejudicial consequences, the Firm shall continue to provide the services as originally agreed with due regard to the Client's interests until the contract has been adjusted. Otherwise the Firm shall be entitled to terminate the attorney-client relationship.

§ 4Client's Duties of Cooperation

(1) The Client agrees to use its best efforts to support the Firm its performance of the retainer and to create all the necessary conditions for its proper performance. The Client agrees in particular to inform the Firm immediately and comprehensively of any and all facts relating to the retainer and to provide it with any and all documents relating thereto. The Client is also obliged to provide the Firm immediately with any documents it has recently received, discovered or which otherwise relate to the retainer and to inform the Firm of any facts of which it has recently become aware.

(2) The Firm is entitled to assume that the facts the Client has provided, including figures, are true and accurate. The Firm is entitled to rely on the information the Client has provided at all times and is not obliged to independently verify the information.

(3) The Client also agrees not to initiate contact with courts, authorities/agencies, the opposing party(ies) or other involved persons or entities except in coordination with the Firm for the duration of the retainer.

(4) The Client agrees to carefully read the correspondence, written submissions, opinions, and similar documents provided to it and to evaluate in particular whether the factual information contained therein is true and complete. If this is not the case, the Client shall immediately and comprehensively inform the Firm. The Firm may request that the Client provide the corrections in writing.

(5) The Client shall inform the Firm in a timely manner and as soon as possible if it changes its address, telephone number, bank account, etc. or of any unavailability for an extended period of time. This shall also apply in the event of a change in the company name, ownership structure, legal form, etc. The new information shall be provided to the Firm in written form if so requested.

§ 5 Data Protection, Confidentiality, Communication

(1) The Firm may, within the scope of the respective retainer's objectives, collect, store and process the Client's personal data entrusted to it in accordance with the applicable data protection provisions. The Firm may disclose same to third parties for processing, where the Firm believes that such disclosure is expedient and consistent with the engagement or as this may be required by law.

(2) The Firm shall be obliged, without time limitation, to keep confidential any information or business or trade secrets of the Client which it becomes aware of in connection with the retainer. The Client expressly agrees that information may be passed on to employees of the Firm and or correspondence counsel if such persons are engaged in the performance of the retainer. Information shall only be passed on to a correspondence counsel with the Client's consent. Information passed on to third parties not engaged in the performance of the retainer shall only occur with the Client's consent.

(3) The Client expressly agrees that the Firm may pass on Client information to the Client's legal protection insurance provider if the Firm has been instructed to correspond with such provider. The Firm expressly points out that the obligation to settle the attorney's fees and expenses is not extinguished by the assumption of correspondence with the legal protection insurance provider.

(4) The Client expressly agrees that communication may include the use of emails and the telephone calls.
In respect of emails, the following should be pointed out: emails contain confidential information and are intended solely for the named recipient. Any unauthorized dissemination or copying is strictly prohibited. Statements made to the addressee are subject to the provisions of the underlying retainer, in particular these Terms of Engagement and, where applicable, the individual agreement on liability. The content of the email is only legally binding where it has been confirmed accordingly by letter.

The sending of email shall not constitute compliance with any time limits. The same applies to statements and information provided by telephone. Service and time limits shall only have legal effect when they are transmitted to the Firm by fax or letter.

(5) When corresponding with the Client the Firm may assume that the contact information advised to it is and remains correct. Changes in address (in particular including changes of telephone and fax numbers or email addresses) shall be advised to the Firm. Otherwise incorrect transmissions and delays may occur, which may also result in the loss of all rights.

The Firm is also entitled to send information to the Client without undertaking any security measures (encryption) if such email address has been advised to the Firm, unless in the light of the specific circumstances it is immediately evident that this would present a risk to the Client's interests or the Client objects or revokes its consent to this procedure or otherwise discloses a change of the contact information.

(6) The Client is aware, however, that in view of the electronic transmission of text and data including any other communication in electronic form between the Client, the Firm and any vicarious agents, the Firm cannot guarantee the absolute protection of business secrets, sensitive information and any other confidential data and information, as it cannot be ruled out with certainty that unauthorised third parties may obtain electronic access to the texts transmitted. Therefore this means of communication is neither secure not confidential. Emails are therefore sent solely at the Client's risk.

The Firm assumes no guarantee that the Client's email enquiry reaches the Firm. Although the Firm consistently monitors its mailbox during normal business hours the Firm does not guarantee timely cognizance of the emails received.

§6 Retention of Documents

(1) Pursuant to § 50 of the BRAO, the Firm's obligation to retain all documents which the Client or third party had provided in connection with engagement ends five years after the engagement has been performed. The Firm does not owe any obligation of retention of the documents for a longer period. This obligation shall be extinguished before the end of the five-year period where the Firm has requested the Client to receive delivery of the reference file and the Client has not complied with this request within six months of receipt of the request.

(2) Where documents are dispatched, they may be sent to the address most recently advised. The Client shall bear the risk of shipment unless it has objected to the dispatch and made a binding commitment to collect the documents without undue delay.
The Firm may refuse to turn over the documents if the Client has not paid all receivables in full. Pursuant to § 50 of the BRAO the obligation to turn over documents extends only to documents which the Client has yet not already received a copy of.

§ 7. Rendering and Payment of Accounts

(1) The Firm's fees shall be calculated either according to the German Federal Lawyers' Fees Act (Rechtsanwaltsvergütungsgesetzes – RVG) as amended or an hourly fee arrangement. In respect of judicial proceedings the Firm may not agree upon a fee which is less than the applicable statutory fee. Pursuant to § 4(2) of the RVG in extra-judicial proceedings the Firm may agree to a flat fee and/or an hourly rate, which is lower than the statutory fee.

(2) A fee determined on the basis of the degree of success or that is payable only in the case of success is generally prohibited.

(3) If an hourly fee has not been agreed or such agreement is not effective, the Firm's fees shall be determined in accordance with the relevant applicable statutory provisions on the fees for lawyers, in particular the RVG. The fees under the RVG are generally determined according to the value of the subject matter of the retainer; in criminal proceedings sliding scale fees may be agreed and in exceptional cases flat rate fees may be agreed.

(4) If a target has been set in respect of the time required, such target shall be understood as an estimate only. If the actual amount of time exceeds the estimate by more than one third, the Firm shall advise the Client thereof. The agreement shall cover additional time of up to one third of the estimate. If the Client does not object to the continuation of the retainer the Parties shall agree to a reasonable adjustment of the contractual conditions, in particular in respect of the compensation and scheduling. In the event that the Client does not accept a reasonable adjustment and/or the Parties are unable to agree on an adjustment, the Firm may rescind the retainer. In this event, the time the Firm requires to fulfil its duty to inform the Client shall be covered by the agreement.

(5) Pursuant to § 9 of the RVG the Firm is entitled to request that the Client remit a reasonable advance payment on the anticipated fees and expenses at the time retainer is agreed and to make the commencement and/or continuation of the services dependent upon payment thereon. The advance payment may consist of advance payment of the anticipated fees and expenses in full.
Unless otherwise agreed the Firm shall have a right to reimbursement of expenses and statutory VAT in addition to its claim for fees.

(6) Travel expenses, accommodation and meals, etc. shall be due and payable upon invoicing and presentation of a copy of the invoice without deduction. Expenses for photocopies, communication and literature, judgments, etc., which were acquired for a fee in the course of performing the retainer, shall be due and payable upon invoicing without deduction.

(7) If an hourly fee arrangement has been agreed the Firm shall maintain records of the time spent on the performance of the retainer either by hand or by automated time recording system. These records shall form the basis for the remuneration settlement after expiry of the agreed billing period. If no billing period has been agreed the Firm may invoice on a monthly basis. In this event the Firm may invoice only a portion of the remuneration to which it is entitled without specific reference. The portion not invoiced shall remain unaffected and may be invoiced in full at a later date.

(8) If the Client does not promptly object after receipt of the invoice, the time forming the basis for the invoice shall be deemed to be approved. The Client may at any time inspect the records prepared by the Firm. If a Client, which was initially invoiced according to an hourly rate for out-of-court proceedings, becomes party to judicial proceedings, a credit against the statutory fee for the legal dispute shall be made only upon express consent.

(9) Any and all receivables shall be due and payable without deduction upon receipt of the invoice and/or lapse of the objection period. The Client expressly agrees to remit payment to the institution and account number advised by the Firm by direct credit payment. The direct credit payment shall discharge the debt only in the amount that has been irrevocably credited to the Firm's account. This agreement also applies to Clients not located in the Federal Republic of Germany or whose headquarters are located abroad. Money orders, cheques and bills of exchange shall generally not be accepted. In the event that such means of payment are exceptionally permitted, they shall be accepted only by charging for all collection and discount fees and shall be deemed to discharge the debt only after the amount has been cashed and irrevocably credited to the Firm's account. Payment of the Firm's fees and expenses made in lieu of performance or on account of performance is prohibited.

(10) If payment has not been received within 30 days after the invoice has become due and payable, the Client shall automatically be deemed in default by law, even if the Firm has not issued any special payment request or reminder. From the 31st day after the due date the Firm may charge default interest as stipulated by law.

(11) If the Client is in default vis á vis the Firm, the Firm shall be entitled to charge a reminder fee in the amount of 5 EUR for each reminder. Further rights of the Firm, including the right to claim damages and default interest, shall not thereby be affected.

(12) The Client hereby assigns to the Firm as security any claims to reimbursement against the opposing party, the treasury or other third parties under an obligation to provide reimbursement relating to the engagement in the amount of the fees and expenses as well as VAT. The Client authorizes the Firm to disclose the assignment on the Client's behalf. The Firm shall not collect the reimbursement if and to the extent that the Client is in compliance with its payment obligations, in particular provided the Client has not refused to make payment or is in default on payment or a petition to institute insolvency or composition proceedings with regard to the Client's assets has been filed.

The Firm is hereby authorized to offset incoming amounts and other payment amounts owed the Client it receives against outstanding receivables owed or any receivables not yet invoiced to the extent permitted by law.
The Firm and the lawyers it employs are exempt from the restrictions of § 181 of the German Civil Code (Bürgerliches Gesetzbuch – BGB).

(13) Usage rights to the contracts drafted by the Firm for the Client and any other documents – irrespective of the respective document's qualification as a work under copyright law – shall be transferred solely on the condition subsequent of full and punctual payment of the agreed fees and expenses. In the event that the Client does not pay the agreed fees and expenses in full or punctually, the Firm reserves the right to object to any further use by the Client.

(14)The Client shall be entitled to offset a claim by the Firm only if the Client's claim is uncontested or has been finally es5ablished as legally binding.

(15) The Client's rights arising from the attorney-client relationship shall not be assigned without the prior written consent of the Firm.

8. Money Laundering and Terrorist financing

(1) The Firm is required to comply with the German Money Laundering Act (Geldwäschegesetz – GwG). Pursuant to § 3(1) in conjunction with § 4(3) of the GwG the Firm is required to verify the Client's identity. If the Client is a natural person, he or she shall prove his or her identity by furnishing a valid official photo ID containing his or her name, date and place of birth, nationality and residency. If the Client is a legal person or partnership or association, the verification of identity shall be effected by furnishing an excerpt of the German Commercial Register or Register of Cooperatives or comparable official register or list, the foundation charter or documents with equivalent probative value. The Firm is furthermore obliged to satisfy itself that there is no suspicion of money laundering or criminal offence of any kind by monitoring the business relationship on an on-going basis.

(2) The Firm shall not accept funds provided by a third party without prior verification of identity and source by the means described above.

(3) The Client agrees not to transfer any funds, in particular from third parties, to the Firm without the Firm's prior written consent. The Client agrees to bear the any costs incurred in connection with the verification of identity.

(4) Where the Firm has reasonable grounds to suspect money laundering or terrorist financing it shall notify the competent authorities. The Client is aware the Firm may not be able to advise it that a disclosure has been made. The Client is furthermore aware that the Firm may have to stop working on the retainer matter for a period without being able to provide an explanation. The Firm shall have the right to extraordinary termination without notice in this case.

§ 9 Limitation of Liability

(1) The Firm's liability and that of its lawyers and/or the individual lawyer(s) engaged in a specific case for damages arising from the attorney-client relationship and resulting from infringement of contractual, pre-contractual and statutory cardinal and ancillary obligations and non-contractual fault-based liability shall be limited to EUR 1,000,000 per claim provided the Firm and the lawyers engaged by the Firm maintain insurance coverage as required by § 51a of the BRAO; the Firm shall provide the Client with evidence of such policy at its request. In accordance with § 51a of the BRAO the limitation of liability shall not apply to cases where the damages were caused by gross negligence or wilful conduct; furthermore it shall not apply to cases of negligent injury to life, limb or health. The personal liability for damages shall be restricted to the acting lawyer.

(2) The aforementioned limitation of liability shall also apply to Clients who conclude the engagement in their capacity as an undertaking, i.e. where the Client acts for purposes relating to his trade, business or profession when concluding the engagement, and for legal entities of public law and separate estates under public law, with the proviso that the liability for gross negligence on the part of ordinary agents of the Firm shall be limited to EUR 1,000,000 with the exception of negligent injury to life, limb or health.

(3) If the Client believes that a liability above and beyond this amount should be insured, in each individual instance the opportunity to take out additional insurance coverage shall be provided at the Client's request and cost. This insurance policy must be taken out separately prior to the commencement of the retainer.

(4) No liability can be accepted for unsolicited information sent by email, fax or other means. There shall be no right to return of the information.

(5) The Firm works with technical procedures which do not yet permit a cryptographic transmission or an electronic signature of contents. Therefore, whoever transmits content, without themselves using such security procedures, acts at his own risk.

§ 10 Limitation of Action

Any damages claims of the Client against the Firm or one of its lawyers shall lapse 2 years after such claim arises and no later than 2 years after the attorney-client relationship has ended, unless the statute of limitations provides for a shorter period. This limitation of action shall not apply to cases where the damages were caused by gross negligence or wilful conduct; furthermore it shall not apply to cases of negligent injury to life, limb or health. In the cases mentioned in sentence 2 the statutory period of limitations shall apply.

§ 11 Termination

1. Unless otherwise agreed, the Client may terminate the contract at any time. The notice of termination must be given in writing.

2. The Firm is also entitled to terminate the contract, but may not do so at an inopportune moment unless the mutual trust necessary for the further provision of services has been permanently undermined. The Firm's right to termination without notice pursuant to §§ 3 Abs. 2, 8 Abs. 4 shall not be affected.

3. Receivables not yet invoiced shall be invoiced without undue delay after receipt of the notice of termination and shall be due and payable immediately upon receipt of the invoice unless otherwise noted.

4. The right to extraordinary termination for good cause shall not be affected. Good cause shall also lie where there is a conflict of interest or where a conflict of interest is discovered.

§ 12 Written Form

Supplements or amendments to these Terms of Engagement, including mere deviation in the context of a retainer, shall only be valid if made in writing. This shall also apply to any amendments to this requirement for written form itself.

§ 13 Miscellaneous

(1) To the extent permitted by law, place of performance and exclusive forum for all claims and disputes arising between the Parties in connection with the existence, substance, settlement or termination of the attorney-client relationship shall be the Firm's registered office.

(2) Any and all claims arising out of or in connection with the attorney-client relationship between the Parties shall be governed exclusively by the laws of the Federal Republic of Germany.

(3) These Terms of Engagement shall supersede any other possible agreements or understandings reached between the Parties prior to the conclusion of an engagement and exhaustively govern the relationship between the Parties, provided no written supplements to such engagement are or were made and are or were declared to be incorporated into such engagement.

(4) The English translation of these Terms of Engagement is for convenience purposes only. In the event of a discrepancy the German version shall exclusively govern.

(5) If any provision of these Terms of Engagement or the agreements based thereon is or becomes invalid or unenforceable, the validity or enforceability of the remaining provisions shall not thereby be affected. In such a case the provision concerned shall be replaced by another provision that most closely reflects the economic intent of the invalid or unenforceable provision. The same shall apply should a provision have been omitted from these Terms and Conditions.

Address:
Contact information:
Bank information:
The Pickett Law Firm
Rechtsanwalt Pickett (German lawyer)
Sparkasse Oberhausen
Vorstadt 10
Tel: +49 (0)6042 4079121
Account no. 27098843
63654 Büdingen
Mobile:+49 (0)163 59 28 380
Bank identification code: 518 500 79
Germany
Fax: +49 (0)6042 4079120
IBAN: DE82 5185 0079 0027 0988 43

Email: info@pickett-law.com
SWIFT-BIC. HELADEF1FRI
VAT ID no.: DE272515512