1. October 15th
, 2015
Mr. Carlos Henrique Bastos Ferreira de Souza
Comex Guru Tecnologia Ltda. (“Comex”)
Address Rua General Carneiro, 1031, Centro
Re: Vernalha, Di Lascio, Mesquita & Associados / Comex
Engagement Letter
Dear Carlos:
This will confirm that you have engaged Vernalha, Di Lascio, Mesquita & Associados,
hereinafter VERNALHA LAW FIRM, for the provision of legal advisory services in
the areas of Corporate, Contract, Tax and Labor Law. Our engagement will be subject to
the terms and conditions of our agreement on the provision of legal advisory services.
The monthly rate of Vernalha Law Firm for the provision of legal advisory services
herein agreed is R$ 2.000,00 (two thousand reais). The monthly rate is calculated based
on an hourly rate of R$ 300,00 (three hundred reais) and therefore a monthly of seven (7)
work hours. Vernalha Law Firm clarifies that such amount will be paid each month
regardless the number of hours actually used in the execution of the services requested
by Comex. Every six (6) months Vernalha Law Firm will review the number of hours
incurred in each month. If Vernalha has incurred more than forty two (42) hours, Comex
will pay the extra hours, considering the hourly rate above, in within ten (10) days.
However, if Vernalha has incurred less than forty two (42) hours, Vernalha will recognize
the credit in favor of Comex, for the next period.
In addition, disbursements will include delivery charges, reproduction costs, filing fees,
postage and travel expenses. We will bill the Client periodically for our time and
disbursements. Vernalha Law Firm will forward to Client, along with the collection of
legal services, a monthly report concerning to the work requested by the Client,
containing a description of the activities developed in the previous month and the
number of hours incurred in each of them (“Time Sheet”). Payment is due upon the
receipt of our Time Sheet.
The terms and conditions under which we will provide the legal advisory services are set
out in the attached document caption “Terms of Engagement”. This cover letter and the
attachment comprise a single document and are to be read as a whole. Please read this
2. material carefully and if you agree to the terms and conditions set forth herein, sign
where indicated.
We look forward to work with you and your Company.
Sincerely,
VERNALHA, DI LASCIO, MESQUITA & ASSOCIADOS
Renata Di Lascio Fernandes
3. TERMS OF ENGAGEMENT
We appreciate the Client decision to retain Vernalha Law Firm as your legal adviser. Although
our engagement is limited to the matter(s) identified in the engagement letter that accompanies
this attachment, the terms of engagement set forth herein and in that letter will govern the
relationship between us on this and all future matters, regardless of the scope of any such future
legal services, unless modified in a writing signed by both Vernalha Law Firm and the Client. The
following summarizes our billing practices and certain other terms that will apply to our initial
and any future engagement for the provision of legal advisory services.
1. MONTHLY BILLING: Vernalha Law Firm will forward to Client, along with the
collection of legal services, a monthly report concerning to the work requested by the
Client, containing a description of the activities developed in the previous month and the
number of hours incurred in each of them (“Time Sheet”). Payment is due upon the
receipt of our Time Sheet, on which it will be held the survey of hours worked. The
client shall have five (5) days to point out any non-conformities in the Time Sheet,
considering the lack of manifestation as tacit and full acceptance of the submitted
number of hours worked. For specific legal advice works, that require many hours or
have greater complexity, Vernalha Law Firm may previously give to the Client an
estimation of the necessary hours for its implementation. Payment is due upon the
receipt and approval of our Time Sheet.
2. ANNUAL ADJUSTMENT OF RATES: Vernalha Law Firm annually adjusts its
billing rates. As soon as our billing rates are adjusted, Vernalha Law Firm will inform the
Client.
3. DELIQUENCIES: If our monthly statements are not paid timely after they are
rendered, we reserve the right to discontinue services until our account is brought
current. The Client agree that non-payment of statements shall entitle us to interrupt the
provision of legal advisory services and, also, agree not to contest any such withdrawal
and to execute such documents as will permit us to withdraw. Withdraw under these
circumstances does not excuse the Client from fully satisfying its obligation to pay its
fees and costs.
4. 4. EXPENSES (Costs and Cost Retainer): Out-of-pocket expenses required to the
execution of this Agreement shall be charged separately, according to the systematic
established by the Parties. The model-reference adopted by Vernalha Law Firm is to pay
in advance the costs and expenses of reduced values, on your behalf, and then request
reimbursement of those expenses. Vernalha Law Firm may also require advance cost
retainer to ensure that funds are available to pay consultants, experts and vendors (e.g.
copy services, translators, court reporters etc.) whose services are engaged on your
behalf to assist in the representation. Any unused funds remaining in the cost retainer at
the conclusion of representation will be refunded to the Client with all proof of
payments.
5. SCOPE OF DUTIES OF FIRM AND CLIENT: Vernalha Law Firm will provide
the legal services generally described in the engagement letter that accompanies this
attachment. The Client will provide us with such cooperation and truthful and accurate
information as Vernalha Law Firm requires to perform legal services on your behalf.
Failure of the Client to disclose material facts to us or otherwise truthfully and accurately
cooperate with us may lead to our decision to withdraw from the representation and it is
understood that you are not relying on us for business, investment, financial, or
accounting advice or to investigate the character or credit of persons with whom you
may be dealing, unless specifically requested and agreed to by Vernalha Law Firm. Client
is encouraged to request at any time information pertaining to the subject of the
representation.
6. TERMINATION OF SERVICE: Upon completion of the matter to which this
representation applies, or upon earlier termination of our relationship, the attorney-client
relationship will end unless Client and Vernalha Law Firm have expressly agreed to a
continuation with respect to other matters. Vernalha Law Firm expects, of course, that
such a continuation will be the case. The provision of legal advisory services is
terminable at will by both party subject to ethical restraints and the payment of all fees
and costs. In the event that a court of competent jurisdiction refuses to permit Vernalha
Law Firm to withdraw upon termination, the Client remains responsible for fees any
costs.
7. USE OF ELECTRONIC COMMUNICATIONS: Client acknowledges that
Vernalha Law Firm and the Client may, during the course of this engagement, exchange
information, convey documentation and otherwise communicate electronically with one
another and, from time to time, with third parties in furtherance of the purposes of the
5. engagement. For purposes of this provision, electronic communications include, but are
not limited to, internet e-mail, instant messaging, facsimile, and wireless
communications. Client further acknowledges that neither party has control over the
performance, reliability, availability or security of such electronic communications.
Consequently, Vernalha Law Firm will not be liable to Client for any loss, delay,
disclosure, interception, corruption or alteration of any electronic communication. In the
event Client objects to the use by Vernalha Law Firm of any form of electronic
communications, it shall so advise Vernalha Law Firm in writing.
Please read these Terms of Engagement carefully. Your agreement to this engagement
constitutes your acceptance of the foregoing terms and conditions. If any term is unacceptable to
you, please advise us now so that we can resolve any differences and proceed with a clear,
complete and consistent understanding of our relationship.
These Terms of Engagement and the attached cover letter contain the entire agreement between
Client and Vernalha Law Firm. There are no other agreements or understandings stated or
implied. It is understood and agreed that any changes, modifications or alterations of these
Terms of Engagement shall be in writing and executed by the Client and Vernalha Law Firm.
If you have any questions, please contact us. If you agree with the legal services to be provided
and with the terms described herein, please sign below and return this document (and Terms of
Engagement) to us by e-mail.
By signing and returning a copy of this document (including the cover letter) to Vernalha Law
Firm, you authorize us to undertake you.
ACKNOWLEDGMENT
I have read and understand the foregoing, I agree to and accept the terms and conditions set
forth herein.
AGREED AND ACCEPTED
Comex
By:_____________________________
Its:_____________________________
Date:___________________________
___________________________________
___________________________________
Mailing Address
___________________________________
Telephone Number
