AGREEMENT


(Annual Fees – Corporate Professional Legal Consultation)

THIS AGREEMENT   made between

Kantari’s Law Firm.

          Who has taken domicile for the purpose of this agreement at:

         (Hereinafter called the First Party)

AND

Messrs. _________represented by ____________  
Who has taken address for the purpose of this agreement at:

(Hereinafter called the Second Party)

WHEREAS the First Party is an Attorney at Law practicing and registered with the «order of Lawyers in Lebanon» and associated with Bright and Bright UAE as specialized legal consultants and willing to offer consultation services of his law office to the Second Party on his aforementioned capacity,

AND WHEREAS the Second Party wishes to extend the use of the legal consultancy services offered by the First Party, and wishes therefore to conclude an agreement on an annual basis with the First Party,

AND WHEREAS the First Party accepts to enter into the aforementioned agreement,

THEREFORE, the two Parties agree willingly to abide by all the terms and conditions stipulated hereinafter.

TERMS AND CONDITIONS

Article 1 :  The preceding introduction forms an integral part of this  agreement.

Article 2 :  The yearly consultancy services shall cover the following:
1)     Advise on all legal matters relating to the company, both for existing operations & for new business development opportunities.
This includes

  1. Advice with respect to proposed commercial and financial strategies.
  2. Negotiation & drafting of complex agreements & other documentation.
  3. Negotiation and resolution of legal and business issues encountered in the operation of the business.
  4. Provide senior management and Chairman with well-founded legal reasoning and strategic insights necessary to protect the interests and reputation of the company. This will include responsibility for the entirety of legal advice provided in respect of the growth, profitability, direction and operation of the company’s commercial interests and partnerships. This will include also proactively identifying potential problems and devising creative solutions that strike an effective balance between cost, return & risk.
  5. Advising on business arrangements and agreements undertaken by the business.
  6. Assisting in negotiations, discussions, and other dealings with third party regulators, government authorities; industry associations, customers, consultants, other outsiders.
  7. Regulate different contracts, which the CO. will perform with public or private entities.
  8. Participate at meetings and negotiate with the third

2) In more specifics, consultancy will cover a wide range of sectors as follows:

Commercial sector:

  1. Offers expertise in a broad range of commercial transactions and undertakings, including virtually all contractual relationships, sale, purchase and international procurement, manufacturing franchising and distribution agreements, draft and negotiate commercial agreements, enforcement of bonds and collection of debts.
  2. Advices on consumer’s protection matters and compliance with consumer protection laws.
  3. Regulate and transmits warning letters, private and official one, to third parties (company, association, private / public department).

Corporate/ Financial sector:

  1. Advise on general corporate and financial issues, corporate structure, creation of adequate business entities (on shore and off shore, holding, LLC. and PJSC), expansion, financing, joint ventures, mergers and acquisitions restructuring, reallocation of economic interests, draft and negotiate M.O.U.s and agreements.
  2. Advise on insurance policies and proper coverage, intellectual property and copyrights, proper accounts book keeping and internal financial controls and audit.
  3. Address convention to all the partners to participate to ordinary, extra – Ordinary and emergency general meeting.
  4. Address convention to members of board of director to participate to any meeting.
  5. Regulate minutes of boards of director, ordinary and extra – ordinary general meeting related to company.
  6. Represent the Co. in meetings or assembly, upon the request of the CEO.
  7. Participate to the meetings of board of director, ordinary and extra – ordinary meetings when required.
  8. Regulate attendance lists related to ordinary and extra – ordinary meetings.
  9. Prepare Financial, Fiscal, Commercial, Management, Regulations, Consultancies and Studies.
  10. Convent to monthly meetings to discuss all subjects, participate at these meetings upon request.

Real Estate and Construction sector:

Purchase, sale, development of real estate, procurement of construction material and services, financial, management of estate.

Labor and employment sector

Monthly visits and on request

Visiting the offices of the second party in Abu Dhabi ,one visit per month for up to 5 days per visit to follow  up  on all the above and visits upon request as and when necessary.

Article 3 :  Annual Fees
The Second Party shall pay to the first Party an annual fee in return for the services listed under Article 2, fixed at $//                           // (US Dollars                 Only) payable in two equal installment, the first installment on signature of contract and balance after six months.

Article 4 :  Travel per deem fees
Travel per deem fee to cover days attended in the offices of THE SECOND PARTY in --------- covering also the travel expenses (business class) Beirut -------- Beirut, hotel, food and transport is set at $ ( US Dollars)  per day including travel days. This amount shall be paid monthly.

Article 5 :  The two parties have agreed that the Power of Attorney concerned does not include law suites filed by the Second Party or against it or any arbitration process.
Such suits or arbitration processes shall be agreed upon in due course and time between both parties.

 
Article 6 :  Both parties agree that all courts, judicial, administrative expenses, transportation expenses, faxes and telephone and other miscellaneous expenses connected to the services rendered by the First Party and stipulated under Article 2 shall be covered by the Second Party. For this, the First Party will submit a statement of account for settlement by the Second Party when and as necessary, and may ask for advances on account of expenses.

Article 7 : The First Party undertakes to perform his professional duties in the most honest and sincere manner giving his work with the Second Party a special care and his prior attention. In return, The Second Party undertakes to pay all dues to the First Party on time and as stipulated under this agreement.

Article 8 : The Second Party will make available at the disposition of the First Party all documents and papers related to the work which the First Party is entrusted with, enabling him to perform his professional duties.

Article 9 : The First Party undertakes, during the terms of this agreement, not to deliver, reproduce, or in any way, allow any data, information or copies thereof containing Trade Secrets and all other Company’s confidential data to be delivered or used by any third parties without the explicit written approval of the Company’s CEO.
The First Party agree that, on the termination of this agreement in any manner, will immediately surrender to the Company all notes, data, documents, records, specifications, customer lists, financial reports, containing any Trade Secrets which are the exclusive property of the Company.

Article 10 : This agreement is construed for one year, ending ----------- and is renewable upon both parties’ consent.

Article 11 : This agreement is made on ……………, into two copies, copy for each party to be used as and when necessary.


          The First Party                                           The Second Party


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