24 May 2022 JOSE OFRECIO MARISTELA Unit 301, Townes Inc. Blg., 916 Arnaiz Ave., Brgy. San Lorenzo Makati City Attention: JULY SALON Manager Dear Mr. Maristela: We are pleased to submit this proposal for legal retainer services to JOSE MARISTELA (the “Client”). Set forth below are the scope of our services, proposed professional fee, and other terms of our engagement. I. SCOPE OF WORK A. Fixed fee based legal retainer services For a fixed, non-refundable monthly fee as specified in Part III of this proposal, the following legal services are included, regardless of time spent: 1. Legal Consultation and advice on various legal matters and issues affecting the Client’s business that ordinarily entail a brief response, such as but not limited to legal consultations relating to the routine day-to-day operations of the Client, and general legal advice on the pertinent laws, rules and regulations which may have a legal implication on the Client’s activities (including but not limited to areas of real property, corporate governance and compliance, mergers and acquisitions, securities, labor and employment, data privacy, intellectual property, gaming, and cryptocurrency). Tax queries shall be handled by the collaborating partner of the Undersigned Atty. Brent Louie Calizar with additional charges in case of engagement. 2. Review of the Client’s pre-prepared and drafted routine, ordinary, and non-voluminous agreements, contracts, and other pre-prepared and drafted non-voluminous documents which are used in the ordinary course of the Client’s business; 3. Provision or preparation of simple and routine contracts and legal documents which are used in the ordinary course of the Client’s business (Board Resolution, Minutes of the Board Resolution, Secretary Certificate, and simple affidavits) and which require brief legal input; and 4. Meetings with the Client’s representatives, employees, and personnel to discuss preliminary matters which would eventually require a separate engagement. During the course of the engagement, the Firm commits to immediately inform the Client if the legal services requested is not covered by the fixed, non-refundable monthly fee and to explain the basis for non-coverage.
B. Time based legal retainer services Request for legal consultation and advice which shall require extensive study, and research, the preparation and drafting of new and technical agreements, and the review and/or preparation of voluminous agreements and documents are not covered by the fixed, non-refundable monthly fee, and shall be instead subject to our hourly billing rates as indicated in Part III of this proposal or, if the time to be spent can be determined with reasonable accuracy, to a fixed fee rate as set out in a separate proposal. II. WORK ARRANGEMENT Submission of documentary support. We shall rely upon the Client for the timely submission, accuracy and completeness of the documents and other information which we will require in this engagement. All report or information to be provided to such government agency concerned and any submissions to third parties shall constitute the representation of the Client. As such, the Firm shall be held free from any liabilities, obligations, and losses or claims arising from or related to such information that are found in the materials to be submitted to any government agency and/or any third party in connection with this engagement. Completion of the engagement. The work and responsibility for this particular engagement shall terminate upon the occurrence of any of the following: (i) your service of notice of termination; or (ii) your non-payment of fees on its first instance; or (iii) expiration of this contract. Confidentiality. This proposal is strictly confidential. It is made available to the Client on strict understanding that it will not be shown, read, or passed to any other person who is not a current employee of your organization. If the Client decides not to proceed with this engagement, we request the return of this proposal together with assurances that no photocopies of this proposal have been made. By signing this proposal, the Client agrees that to expedite communications, correspondence, letters, memos, information, and data, requirements can be transmitted via electronic mail. Limitations of Liability. The Firm shall be liable only for actual damages sustained by you as a direct result of the Firm’s grossly negligent act or willful act or omission arising out of or in connection with this Agreement. Notwithstanding the foregoing, the Firm shall not be liable for damages to the extent that the Client and its personnel are responsible for any act or omission that contributed to its loss. In no event shall the Firm be liable for consequential, special, incidental, or punitive loss, damage, or expense (including, but not limited to, lost profits, opportunity costs, etc.) even if it has been advised of their possible existence. The above stipulations shall survive the termination of this engagement for any reason. III.
PROFESSIONAL FEES
A. Fixed fee based Legal Retainer Services For the services covered by the fixed fee legal retainer service as outlined in Part I of this proposal, our standard legal retainer fee is Fifteen Thousand Pesos (Php 15,000.00) per month. The billing will be sent every first week of the month. The above fixed, non-refundable monthly retainer fee shall be subject to adjustment upon mutual 2
agreement of the parties following a semi-annual review to determine whether the fee is equitable to both of us, taking into account principally the volume of work, the nature of services rendered and the complexity of the issues and queries raised by the Client. B. Time based Legal Retainer Services For the services not covered by the fixed fee legal retainer as specified in Part I of this proposal (including government relations services) and not covered by a separate proposal, we shall bill you for the actual time spent. Should there be any time-based legal retainer services rendered, the billing will be sent every first week of the month along with a report specifying the time spent and the services performed. For your information, our hourly billing rate, which is adjusted on January 01 of each year, are as follows: Partner Associate Tax Advisor
P2,000 P1,000 P2,000
In addition to the above professional fees, we will bill you for all reasonable and necessary costs in performing the legal services of this engagement which consists of: Office Charge The office charge may apply to cover office expenses such as postage, low volume printing and/or photocopying, communication (i.e. telephone charges for local calls, fax charges, mobile call charges, short messaging service charges, and data communication charges), charges for the use of computers and other equipment, computerized legal research, premium and meal allowance for overtime work, physical and digital document storage and management, office supplies, and other necessary office expenses. This shall be billed to you in addition to the above agreed fees. Out-of-Pocket Expenses (OPE) Out-of-pocket expenses (OPEs) are charges directly incurred to carry out this engagement, such as transportation (i.e. local travel expenses, parking and toll fees), high volume printing and/or photocopying, telephone charges for international and long distance national calls, meals, and representation expenses for meetings with third parties, government or regulatory agency personnel, as may be required under the engagement, and other similar and necessary expenses, including appearance fee of P2,500.00 for every Court appearance. Such charges shall be for your account and will be billed in addition to our agreed fees. Representation expenses for meetings with third parties, government or regulatory agency personnel shall be billed based on the actual amount incurred. Transportation expenses shall be based on the actual invoice cost on the Firm’s Grab Corporate Billing Account or the Firm’s transportation tariff, a copy of which shall be provided to you upon request. A list of out-ofpocket expenses shall be enclosed with our billing statement.. We expect payment of our billing within seven (7) days from receipt of our bill. IV. ASSIGNED TEAM This engagement shall be handled by personnel whose names are listed below: 3
1.
Atty. Nathaniel Oducado
2.
Atty. Rexlyn Evora
3.
Atty. Brent Louie Calizar
The official office hours of the Firm is 9:00 to 18:00, Philippine Standard Time, Mondays to Fridays. Notwithstanding the same, to assist clients located in countries with a considerable time differences with the Philippines, the engagement team is usually reachable through the contact information mentioned above and through secure messaging applications, i.e. Signal until 20:00, Philippine Standard Time. The turnover time for our legal services is flexible, and is usually done at the soonest possible time. The Firm encourages its clients to advise the team of their preferred turnover time so that the team may adjust its working calendar. Should the requested turnover time be too tight, the team shall inform the client right away and inform them of the soonest possible time for turnover. In the rare cases that they may not be available because of unavoidable circumstances, we will assign other equally competent personnel to attend to your concerns. If our proposal is acceptable, kindly confirm your acceptance of the same by signing and returning a copy of this letter. Yours sincerely,
NATHANIEL M. ODUCADO
CONFORME: I hereby confirm my acceptance of the proposal on the terms and conditions set out above, and hereby agree to engage the services of the Firm on the terms and conditions set out above. Signed on this 26
day of
May
2022.
Name: JOSE OFRECIO MARISTELA III Designation: BRIGHTON PRESIDENT
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