The following terms and conditions, adjusted by later written notices, (“Terms”) will apply to the services that Duong Luat Enterprise And Investment Consultancy Co. Ltd (“Party B”) provides to Party A, unless there are other agreements between Party B and Party A in writing. For the purpose of the Business Terms, each issue related to the service that Party B provides to Party A is considered a “Transaction / Case”. The terms “Duong Luat” and “Party B” (in any form of expression) both mean Duong Luat Enterprise And Investment Consultancy Co. Ltd and its headquarter at: 42/33 Hoang Dieu, Ward 13, District 4, Ho Chi Minh City).

1. Client

For the work purposes of Party B, Client is individual (s), legal entity or legal entities identified in Party B’s Letter of Offer. Party B’s customer care tasks are specified in the Letter of Offer, Party B only gives private advice to the Client. No individual is allowed to rely on this consultant without the consent of Party B.

2. Service Scope

The scope of work of Party B for each Transaction / Case will be agreed between Party A and Party B from time to time. Party B will not perform the works not specified in the Contract and / or written agreement of the two Parties.

3. Consultants

Party B’s scope of work only includes the works as mentioned in the Service Contract. Party B’s scope of work does not include legal, financial, tax, or accounting issues, under which Party A will use advice from a separate professional consultant for these matters. If Party B considers it necessary to appoint other consultants for the Transaction / Case, Party B will propose and agree in advance with Party A and be approved in writing by Party A on its appointment. When Party B appoints other consultants on behalf of Party A, Party A shall be directly responsible for all of their costs including fees, other services, expenses, taxes on goods or services and any other interest. Party B is not responsible for any actions, errors or omissions of such consultants except for Party B’s fault.

4. Fee

4.1       Party B’s service fee related to the Transaction / Case will be agreed between Party A and Party B at the main part of the Contract.

4.2       During the implementation process, Party B can pay the costs of Party A on behalf of Party A and get approval in advance by Party A. Unless otherwise agreed in the Service Contract above, the following costs will be paid by Party A, including:

4.2.1    Expenditures (eg; third Party charges, documentation fees, application / registration fees, external research fees, and transfer, mailing and postage fee); and

4.2.2    Any reasonable costs related to this Term shall be paid by Party A and agreed by Party A in advance.

5. Invoice

Party B issues Party A invoices in phases according to the Contract.

Depending on the agreement in the contract, Party B will issue the invoice in Vietnam Dong or in USD.

6. Deferred interest rate

Unless otherwise agreed, fee will be paid no later than thirty (30) working days from the date Party A receives the invoice from Party B, unless such amount is in dispute / Verification.

7. Information

Unless Party A asks on the contrary, Party B will inform directly, without prior reference to Party A, to individuals (including employees of Party A or other advisors of Party A) that Party B has been assigned by Party A previously reasonably related to the Transaction / Case and can support in the services of Party B from time to time. Party B can contact them and with any other related Party By any form (including email). Unless Party A asks on the contrary, Party B supposed that Party A will accept Party B’s contact with Party A via email.

8. Paper records

Party A agrees that Party B may destroy documents of Party B (other than documents that Party A requires Party B to hand over to Party A or another person) after three (03) years from when Party B sends the last invoice to Party A and after the written notice sent to Party A to notify the above matter.

9. Copyright

Party B will keep the copyright and all other intellectual property rights to Party B’s products and services, but Party A will have an irrevocable license to use and copy the documents prepared by Party B for Transaction / Case, excluding other matters (unless otherwise agreed).

10. Termination

Party A can terminate the use of consulting services of Party B at any time by giving written notice to Party B at least seven (7) days in advance. Party A is still responsible for fees and costs for the work that Party B has done until the time of termination. Party B will return to Party A all papers, original documents including hard copies and soft copies together with the updated product completed until the time of termination and update the progress of service performance to Party A before Party A pays for the last payment.

11. Money Laundering / Terrorism Financing

Party B will comply with Vietnamese law, applicable laws and other regulations on money laundering and terrorism financing. To fulfill Party B’s legal obligations, Party B may request Party A to provide Party B immediately with the verification documents of Party A (and if necessary, include proof of identity of Party A’s employees) and / or other relevant information (including proof of origin and ownership of funds) right at the beginning of the relationship between Party B and Party A and at any time during cooperation.

12. Rights of Third Party

The individual who is not a party specified in the Service Contract between Party B and Party A (“Contract”) will not have the right to implement any terms of this Contract.

13. Governing Law and Arbitration

This entire Agreement and its components are adjusted by the laws of Vietnam.

Any dispute arising out of or relating to this Agreement will be resolved cooperatively and in good faith by the Parties. In case the Parties fail to reach agreement within fourteen (14) days from the date of the dispute, the dispute will be settled by the Vietnam International Arbitration Center (VIAC) in accordance with VIAC’s code of procedure. The arbitral tribunal consists of 01 (one) arbitrator. Dispute settlement place is Ho Chi Minh City, Vietnam. The arbitration language is Vietnamese.

14. Disputes

Party B has strict procedures proposed to avoid serious risks or conflicts of interest between other Parties in the process of performing services for Party A. Based on the receipt of information on matters possible in the future, other relevant data will be put into the business management system of Party B, which will facilitate the inspection of potential conflicts.

In order to allow Party B to conduct this conflict inspection, Party A needs to identify and inform Party B to all individuals and legal entities related to or possibly related to the Transaction / Case. If Party A finds that there may be any conflict, it must immediately raise it to the partner responsible for the Transaction / Case or any other partner of the Company. If there is a conflict from the above issue, Party A agrees that depending on Party B, it will be responsible for the enforcement of the law, current regulations of professions and interests of Party A and other Party A, and has to decide whether Party B should continue to perform the service for both parties, for one party or not for either party.

In certain cases, Party B may have one or more Party A interested in or shall be interested in the same main issue of a Transaction / Case (for example, Party A is interested in buying a company which is auctioned or contract bidding). In such cases, Party A agrees that Party B is free to provide services to other Parties in the same case, but still ensures the confidentiality of each Party that Party B provides services in. Party B shall not provide Party A with information that Party B receives from another Party including information for identifying another Party or information about the benefits of another Party from the Transaction / Case or other details without the prior written consent. In this case, Party B shall propose to set up a separate working group to ensure the confidentiality of information for that Party.

15. Confidentiality

Party B respects the confidentiality of any information that Party B receives from Party A and other consultants while performing the service to Party A, and shall not disclose any information to anyone without a prior written consent of Party A, except in the following cases:

When Party B must provide information in accordance with current law, regulations of profession, or applicable documents, rulings of the competent court in any country, but in each case the provision of this information is limited and for a clear purpose; where feasible and at its own expense, Party A may reasonably request the disclosure of information; and

For those subjects (including other advisors, members or employees of the Company, contractors or third-party suppliers appointed by Party B), when Party B and Party A both consider the information provision is necessary for these objects to know and support the implementation of the Transaction / Case, provided that they are also bound by the same confidentiality obligation or similar resposibility when disclose.

The confidentiality obligation will remain in effect even after the termination of this agreement.

16. Limitation of liability

Duong Luat’s maximum liability for all matters related to the Transaction / Case is limited to the service charge (excluding VAT and charges) shown in the invoice and has been paid to Duong Luat related to the Transaction / Case.

17. Service quality

If Party A is not satisfied with anything during using the service of Party B, Party A should contact the person directly responsible for performing the Transaction / Case, the head of the relevant department or Executive Lawyer, who shall be willing to discuss matters of Party A and when necessary shall proceed to settle complaints for Party A.

18. Integrity of the Contract

This contract with the Appendix will form a single document of the Parties relating to Party B’s services mentioned here, and will replace all the memorandums, agreements, commitments in the past and present, in writing and orally, related tothe above matters. This contract with the Appendix and the accompanying terms and conditions may only be amended or supplemented by written agreement between the parties.

19. Signings

This contract can be signed on many copies, each copy will be considered an original and all copies are of equivalent value and constitute a single document. The signed documents when sent by fax, email or other forms via electronic means are also considered as having the legal effect as when sending the signed original of this Agreement.

20. Anti-bribery / anti-corruption

Party B conducts its business in accordance with current regulations on anti-bribery and anti-corruption.

At all times, Party B has not and shall not participate in any activities, acts, or jobs that may constitute violations of anti-corruption laws to gain or maintain business operations or advantages to perform work for Party A.

21. No manipulation

During the term of this Agreement and within five years after Duong Luat completes the services specified in this Agreement, Party A or Party A’s affiliated parties shall not directly or indirectly manipulate or try to entice, recruit or hire an employee who is / has worked for Duong Luat without the written consent of Duong Luat.