法律服务协议-英文版Legal Services Agreement

Legal Service Agreement
Code:
This Legal Service Agreement (“this Agreement”) is entered into in Shanghai by and between:
________________________ ("Client"), a limited liability company established and existing under the laws of__________, and
Xx Law Office 上海xx律师事务所("Xx" or “Law Firm”), a law firm established and existing under the laws of P.R.China (“China”).
Whereas Xx is a law firm licensed to provide legal service of China laws and have experience in service for corporate clients; Client hope to seek Xx Attorney’s legal services, both parties agreed as follows:
1. Client:
The Client is ________________________ Co. Ltd. To the extent ethically permissible, its officers, directors, employees, and/or agents should also be treated as Client or representatives of Client, unless Client advises Law Firm otherwise.
2. Attorney:
As designated by Law Firm, the Attorney responsible for the matter hereunder is Mr. Zhang Wen, who is licensed to practice laws relevant to this matter in the jurisdiction of mainland of P. R. China.
3. Matter & Work Scope:
Law Firm shall provide Client with the following services:
(1) Drafting or review of Client’s business contracts, agreements and other legal documents;
(2) Advice and counsel in all legal matters in Client’s business in China;
(3) Advice and counsel on Client’s employment issues;
(4) Legal support and representation in settlement of disputes that Client is involved in; and
(5) Other legal support at Client’s request.
Legal support and advice mentioned above will be rendered via email, fax or telephone, or meetings. All work will be delivered in either English and / or Chinese as the situation requires. All the services hereunder shall be rendered based on laws of mainland China. The work scope in this agreement shall not include representation in any litigation or arbitration, in which event both Parties may enter into a separate retainer arrangement other than the present one.
4. Attorney Fee:
For the services within the work scope hereunder Client shall pay Law Firm an annual fee of RMB 【】yuan (RMB 【】)(“Annual Fee”) for each service year, which covers not more than 【】work hours (“Work Hours Budget”). By the end of each service year both parties may review the actual work load of that year and the potential scope of work for next year to determine the amount of the annual retainer for the next year and so on.
Of the Annual Fee for the first service year, 【】% shall be due and payable within 10 working days after signature of this agreement, the other 【】% before the end of the sixth calendar month of the first service year. If both parties renew the term of this agreement, for the second service year and afterwards, 【】% of the Annual Fee shall be due and payable before commencement of each service year, the other 【】% before the end of the sixth calendar month of each service year. A service year shall be a term of 365 calendar days; the first service year shall commence the day of both parties’ signature of this agreement.
Irrespective of the Annual Fee, Client shall pay Law Firm for the work hours in excessive of the Work Hours Budget at the hourly rate of RMB 【】for Attorney and/or RMB 【】for associate level attorney or legal assists as Attorney may assign. To this end, Attorney shall sends out work reports and debit notes regularly and Client shall pay the same within 30 days upon receipt of the debit note.
Client shall bear all costs incurred in connection with all its payments hereunder so that Law Firm receives payments clear of any charges or deductions.
5. Out-of-pocket Expenses:
Irrespective of the Attorney Fee, Client shall within 30 calendar days of Law Firm’s debit note pay to Law Firm’s or the Attorney’s personal account (as the case may be) the actual, reasonable cost of the following expense items if incurred in relation to the matter and promptly itemized in the monthly bill: governmental and/or third party charges, court fees, necessary and reasonable travel expenses, long distance telephone calls and other reasonable out-of-pocket expenses.
The following expenses will not be reimbursable unless Client specifically agrees in advance: personal expenses, expenses that benefited other clients, stationery and other supply expenses, utilities, and any other expense that is either unreasonable or unnecessary.
Law Firm shall include copies of receipts for all expenses with the itemized monthly bill. Client may refuse to pay any expense item for which documentation is not provided by Law Firm.
6. Matter Management:
Attorney is responsible for managing the matter cost- effectively and competently, e.g., by insuring that additional personnel (if necessary) are competent, properly supervised, efficient, and in compliance with the terms of this Agreement as well as ethical obligations.
Attorney should consult with Client about all opportunities for Client to make use of Client's expertise to assist in, e.g., collection of information and documents, preparing for hearing, locating experts, and the like.
In case Attorney retired from Law Firm to join a new law firm, this Agreement and any unpaid attorney fee under the debit notes shall be automatically assigned as between Client and the new law firm provided that Attorney shall cause the new law firm to accept and execute this Agreement in writing.
7. Responsibilities of Both Parties：
Law Firm will perform the legal services called for under this agreement, keep the Client informed of progress and developments, and respond promptly to the Clients' inquiries and communications. The Client will be truthful and cooperative with Law Firm; keep Law Firm reasonably informed of developments and of the Clients' address, telephone numbers and whereabouts; and timely make any payments required by this agreement. The Client acknowledges that Law Firm is being retained solely as an attorney and not as an appraiser, accountant, surveyor, engineer or other professional service provider. If any of such advice is needed, the Client is hereby advised to seek separate professional advice for all of the items listed above.
Xx should bear the responsibility for the quality of the services rendered hereunder, provided, however, that the total amount of compensation made by Xx shall not exceed the total amount of the Attorney fee that Client has paid to Xx within respect of the matter that Xx provides the legal service for.
8. Conflict of Interests
Client and Law Firm recognize that there may be situations from time to time where Law Firm must decline to accept instructions from Client or Law Firm’s other clients due to a potential or actual conflict interests. If such situation arises both parties shall endevour to resolve or avoid the conflict in accordance with their respective professional and ethical obligations.
9. Confidentiality:
Either party hereto shall not divulge or disclose to any third party any and all information of confidential nature related to this business, transactions or products which have come to its knowledge through the performance of this agreement, except (I) which becomes public domain through no fault of either Party, (II) which either Party procures lawfully
from other sources without any obligation of non-disclosure, or (III) which at the time of receipt thereof are already in the possession of such Party. The obligation contained in this article shall survive the expiration or termination of this Agreement.
10. Governing Law:
This Agreement shall be governed and construed in accordance with the laws of P.R. China. Any dispute arising in connection with this Agreement shall be resolved in the first instance through amicable discussions between the parties. In case such discussions fail to resolve the dispute, either party may initiate arbitration by China International Economic and Trade Arbitration commission in Shanghai. The arbitration shall be conducted in English and in accordance with the commission's arbitration rules in effect at the time of applying for arbitration. The arbitral award is final and binding upon both parties. Both parties shall continue to perform their obligations under this Agreement in course of settlement of any dispute in relation to this Agreement.
11. Term, Modification, Entire Agreement:
The agreement is concluded for【one calendar year】commencing from signature of this agreement. The term of this agreement may be extended for one calendar year and may be so extended for indefinite times after mutual written agreement by both Parties. If sooner terminated by either party, Law Firm shall be paid or reimbursed by the Client immediately for all work hours and reasonably incurred out-of-pocket expenses pursuant to this Agreement.
This Agreement may not be modified in any way without the express, written agreement of both parties. This Agreement represents the entire agreement of the Parties and supersedes any previous understandings, commitments, offers or agreements, oral or written, with respect to the matter.
This Agreement is executed by the Parties in two (2) originals in English and Chinese language, each Party keeps one. In case of different interpretation, the English version will prevail.
Signature:
Xx Law Office
Date: Date:。