This Legal Services Agreement (hereinafter the Agreement) was concluded on the date specified in the Special Provisions of the Agreement between the Law Firm TRINITI JUREX, legal entity code 302633203 (hereinafter the Law Firm), and the client specified in the Special Provisions of the Agreement (hereinafter the Client). In the Agreement, the Law Firm and the Client are collectively referred to as the Parties and each individually as a/the Party.

In case of discrepancies between the General and Special Provisions of the Agreement, the Parties shall be guided by the Special Provisions.

1.1. Under this Agreement, the Law Firm agrees to act as a consultant of the Client and to provide, at the Client’s request, legal services to the Client.

1.2. In this Agreement, the legal services provided by the Law Firm (hereinafter the services or the legal services or assignment) shall mean any type of legal work, including, but not limited to, legal advice (orally and in writing, including e-mail and other means of remote communication), presentation of legal opinions or memorandums, summaries and preliminary opinions, participation in meetings, drafting of various legal documents, conversations and correspondence with the Client, legal analysis of documents, laws, case law and facts of a dispute, a case or a situation, assistance in negotiations with opponents, State and municipal institutions or private natural persons and legal entities and representation of the Client or persons related to the Client in court, arbitration, and other dispute resolution institutions.

1.3. In order to provide the services, the Law Firm will agree with the Client on the nature of the legal services and/or scope of an assignment. The Client’s assignments may be presented orally, by phone, in writing, including by e-mail or other means of remote communication. The provision of a service will only commence upon receipt of the Client’s assignment and upon acceptance of the assignment by the Law Firm. The acceptance of the Client’s assignment may be expressed in any form, including by phone, e-mail or other means of remote communication or by commencing the execution of the assignment. The Law Firm shall be entitled to request a written confirmation of the Client’s assignments.

1.4 The Contact Person specified in the Special Provisions will be responsible for the legal services of the Law Firm provided to the Client; however, if need be, in the process of executing the Client’s assignments under this Agreement, the Contact Person shall be entitled to involve other attorneys-at-law, assistant attorneys-at-law, lawyers, assistant lawyers and other employees of the Law Firm as well as third parties.

1.5 The services shall be provided orally (including during a phone conversation) and/or in writing (including by e-mail and other means of communication), unless, in a specific case, the Client expressly wishes differently.

1.6 The Law Firm must notify the Client, if it is unable to execute an assignment, either in full or partially, for any reason (e.g. by reason of other meetings scheduled at a given time, a conflict of interest, insufficient competence).

1.7 The Client grants attorneys-at-law and assistant attorneys-at-law of the Law Firm all the rights of a party to the proceedings established in the Code of Civil Procedure of the Republic of Lithuania, including the right to sign and submit procedural documents on behalf of the Client to a court, arbitration, pre-trial dispute resolution institution, to receive procedural and other documents intended for the Client from a court, arbitration, pre-trial dispute resolution institution, to serve the documents to the other party, to conclude a settlement agreement, to sub-delegate, to receive a writ of execution and submit it for execution, to receive property and to represent in the execution process; all the rights of a party to the proceedings established in the Law on Administrative Proceedings of the Republic of Lithuania, including the right to sign and submit procedural documents on behalf of the Client to a court, pre-trial dispute resolution institution, to receive procedural and other documents intended for the Client from a court, arbitration, pre-trial dispute resolution institution, to serve the documents to the other party, to conclude a settlement agreement, to sub-delegate, to receive a writ of execution and submit it for execution, to receive property and to represent in the execution process; all the rights of a defence counsel and a representative established in the Code of Criminal Procedure of the Republic of Lithuania, and all the rights of an authorised representative under the Code of Administrative Offences of the Republic of Lithuania.

1.8 If this is necessary for the provision of services, the Client grants the Law Firm, the attorneys-at-law of the Law Firm, the assistant attorneys-at-law of the Law Firm and other lawyers and employees the right to fully represent the Client at the state and municipal institutions, in dealings with all natural and legal persons, to sign and submit to these institutions and persons statements, requests, submit replies to their statements, addressed to the Client, to receive documents and perform any other actions related thereto.

2.1. The Client hereby agrees as follows:

2.1.1. To properly and timely settle with the Law Firm as envisaged in this Agreement;

2.1.2. To timely provide the necessary information required by the Law Firm for the latter to be able to appropriately execute an assignment, and to notify the Law Firm in writing about all and any circumstances, which may affect the implementation of the Agreement and the provision of the services,

2.1.3. To notify the Law Firm in writing immediately about all and any comments regarding the quality and timeliness of the execution of an assignment. It shall be deemed that an assignment has been executed appropriately, if the Client does not present any claims regarding the quality of the assignment within 7 (seven) calendar days from the moment the invoice is issued. The Law Firm shall also be entitled to request that the Client would confirm the appropriateness of the drafted documents within the term unilaterally prescribed by the Law Firm (with consideration of the urgency of the relevant situation, such confirmation may be requested to be provided within several hours or minutes). In the latter case, if the Client confirms the appropriateness of the drafted documents or does not confirm the appropriateness of the drafted documents within the term unilaterally prescribed by the Law Firm, the Client may not present any claims regarding the appropriateness of the drafted documents and the documents shall qualify as appropriately drafted;

2.1.4. To agree with lawyers or other employees of the Law Firm as soon as possible on the time of meetings, deadlines for completing works, etc.;

2.1.5. To notify the Law Firm in writing immediately about any changes in the Client’s name, address or other details, contact information (including e-mail address and phone number) as well as other information that affects the implementation of the Agreement. Should the Client fail to fulfil the duty referred to above, it shall be deemed that the information that was last known to the Law Firm is accurate and correct and the Law Firm may not be held liable for any consequences resulting from the Client’s failure to fulfil the duty referred to above.

2.2. Unless otherwise agreed by the Parties, the Law Firm shall be the sole provider of a particular legal service under this Agreement, the Client’s sole representative in a particular case assigned by the Client to the Law Firm under this Agreement, and/or executor of any other project entrusted by the Client to the Law Firm. During the term of the Agreement, the Client undertakes to inform the Law Firm of any other service providers or representatives to whom the Client has entrusted to perform actions of legal significance in the relevant case and/or other project.

2.3. The Client must coordinate actions with the Law Firm before independently performing any action of legal significance that may directly or indirectly affect the pending cases and/or other projects carried out by the Law Firm on behalf of the Client. In the event that legally significant actions performed by the Client independently, intended to be performed or commissioned to other persons adversely affect or may adversely affect the interests of the Client, the Law Firm has the right to refuse to continue providing services to the Client in that case and/or project.

3.1. The Client undertakes to pay remuneration to the Law Firm for the legal services provided, calculated according to the hourly rates provided for in the Special Provisions, applied for each hour of provision of services by the lawyer of the Law Firm.

3.2. The Parties can also agree on the specific price and amount of expenses for the execution of a separate order or the provision of separate services. This agreement must be made in writing or be clearly visible from correspondence conducted by e-mail or other communication channel agreed upon by the Parties.

3.3. The hourly rates specified in the Special Provisions are reviewed considering annual inflation and changed once a year in accordance with the annual inflation rates of the previous year (rounding up to the nearest euro), published by the Lithuanian Department of Statistics, when the rate of inflation is positive. A separate notification about the change will not be sent. The changed hourly rates become valid from the first day of March of the current year, unless the Law Firm decides otherwise.

3.4. The Law Firm shall be entitled to unilaterally change the hourly rates indicated in the Agreement, as far as it is not related to the automatic change of the rates due to yearly inflation, once per year by notifying the Client of that at least 2 (two) months before the start date of application of the new rates. Where the Client does not agree with the new rates, the Client shall be entitled to terminate the Agreement by notifying the Law Firm about that within the 2 (two) month term.

3.5. Any advance calculations of the remuneration for the legal services provided by the Law Firm or costs, or the deadlines for presenting them shall be preliminary, and the actual work performed by the Law Firm may require more time, funds and effort compared to those the Law Firm may have initially indicated to the Client, with the exclusion of instances where the Client and the Law Firm agree on a fixed payment for the services or a fixed amount of costs.

3.6. The Client also must pay to the Law Firm for the hours of travel and compensate for all travel related costs, if, in the process of fulfilling the obligations under this Agreement, lawyers or other employees of the Law Firm need to leave the office of the Law Firm, also to pay other costs of the Law Firm incurred in the process of implementing this Agreement (stamp duties, postal (courier) services, document copying, copy making, obtaining of documents (extracts, certificates, etc.) from institutions (databases), translation, notarial, register, bailiff, other expert consultancy services, etc.) based on the rates approved by the Law Firm and valid at the time the relevant costs are incurred appended to the Agreement as Annex No. 2 List of Additional Service Rates. The Law Firm shall be entitled to adjust these rates unilaterally without prior notice to the Client.

3.7. The Parties hereby expressly agree that the right of the Law Firm to receive remuneration for the provided services shall in no manner depend on whether the outcomes expected by the Client are implemented/achieved or not, or on whether any event takes place or not, or whether any condition (including, but not limited to, conclusion or implementation of an agreement by the Client, commencement of cooperation with a third party by the Client, achievement of the expected business objectives by the Client, winning of a court or arbitration case by the Client, provision of a privilege to the Client, granting of a permit or licence to the Client, passing of a decision of a court, State institutions or third parties in favour of the Client) is implemented or not.

3.8. The Law Firm shall normally provide the Client with a detailed activity report and/or issue a detailed invoice on a monthly basis or on a basis of other agreed reporting period indicating the remuneration payable to the Law Firm and the additional costs incurred. Invoices will be sent to the Client to the e-mail address indicated by the Client. The Law Firm’s invoice shall be paid within 10 (ten) calendar days from the date the invoice is issued, unless otherwise is specified in the Special Provisions or the invoice.

3.9. Where the Client fails to timely pay an invoice, the Law Firm shall be entitled to suspend the provision of the services and demand payment of remuneration and compensation for the costs incurred until the moment the provision of the services is suspended; in this case, the Client must pay an interest of 0.05% of the outstanding amount for each day of delay.

3.10. Where the Client is provided with a certain discount, the discount shall only apply subject to timely payment of the issued invoices by the Client. Where the Client delays payment of any received invoices, the Law Firm shall be entitled to unilaterally revoke the discount without giving any notice to the Client.

3.11. The Client hereby represents that it understands that the amounts (or shares thereof) paid for the legal services of the Law Firm in the framework of court or arbitration proceedings as well as the costs of the Law Firm, which the Client undertakes to compensate, may qualify as non-awardable from the other party and that the demand of the other party to a case to award the incurred legal and other costs from the Client may be satisfied. Therefore, in the framework of litigation, in addition to the remuneration for the legal services and compensation for costs paid to the Law Firm, the Client may be additionally obligated to compensate for the legal and other costs incurred by the other party. The Client is informed that if it does not pay the Law Firm’s invoice at least 2 (two) business days before the appointed date of the hearing of the court or other dispute authority in the case, the Law Firm may not be able to submit evidence of the Client’s litigation costs to the court or other dispute  authority and the costs may not be awarded in favour of the Client.

4.1. The Law Firm, attorneys-at-law, assistant attorneys-at-law, lawyers, and employees of the Law Firm shall not be liable for any claims or demands, costs, losses or damage (including, but not limited to, foregone earnings and opportunities) of the Client and/or a third party either related or not related to a Client, with the exclusion of instances where losses, claims, damage, debt or costs are recognised by a final court judgment as directly resulting from the gross negligence or intention on the part of the Law Firm.

4.2. In addition to the exception envisaged in clause 4.1 of the Agreement, attorneys-at-law, assistant attorneys-at-law, lawyers, and employees of the Law Firm shall not be liable in any case for any of the following:

4.2.1. for any indirect or consequential damages of the Client, including loss of profits, loss of opportunities, loss of information, loss of goodwill, damage to image and reputation, etc.

4.2.2. For any errors made by any consultants proposed by the Law Firm or the Client and/or negligence on the part of such consultants, as well as for any work performed or services provided by any third parties that the Law Firm hired under an arrangement with the Client.

4.3. In any case, the liability of the Law Firm vis-à-vis the Client shall be limited to the amount equalling the double remuneration that the Client paid to the Law Firm for the legal services over the relevant preceding 3 (three) months.

4.4. The Law Firm shall not have the duty to verify the accuracy, completeness and/or correctness of any information provided by the Client, and the Law Firm may not be held liable for any consequences resulting from the inaccuracy, incompleteness or incorrectness of any information provided by the Client.

4.5. The Client hereby agrees and understands that the Law Firm cannot guarantee any specific outcome of a matter that is considered and that the adherence to any specific recommendations given by the Law Firm cannot guarantee the expected outcome. The Client understands that the Law Firm shall only provide the legal services and advice to the Client, but the Client itself must, following evaluation of not only legal aspects but also economic, political and other aspects, take decisions on all the issues in connection with which the Client contacts the Law Firm and assume the risks associated with such decisions.

4.6. The Client hereby agrees to notify the Law Firm in writing immediately, if, in the Client’s opinion, the Law Firm has committed breach of the Agreement, including situations where the Client believes that the Law Firm has unjustifiably not taken into account the instructions given by the Client.

4.7. Any claims of the Client must be presented to the Law Firm in a confidential manner and without any (either direct or indirect) involvement/use of the media or social networking services.

5.1. Unless the Parties separately agree differently, all copyright and other intellectual property rights to the objects of intellectual property created in the process of providing the services of the Law Firm shall be owned by the Law Firm; however, the Client shall be entitled to use them for the purposes for which they were created and provided to the Client in the process of implementing this Agreement.

5.2. Any documents drafted for the benefit of the Client in the process of providing the services of the Law Firm and provided to the Client may not be distributed, cited or used in any other manner for any purposes other than for the purposes for which they were created without the prior express consent of the Law Firm.

6.1. This Agreement shall become effective from the moment it is signed and shall remain effective for an unlimited term. The Parties agree that the Agreement shall be deemed concluded from the moment the Client approves the Special Provisions of the Agreement presented to him. The Client shall approve the Special Provisions by signing them with an ordinary or electronic signature. The Special Provisions are considered approved by the Client also when the Client sends a signed and scanned copy of the Special Provisions to the Law Firm by e-mail, if the Law Firm has actually received such an e-mail.

6.2. If other agreements on the provision of legal services were concluded between the Law Firm and the Client prior to the conclusion of this Agreement, the terms of such agreements are replaced by this Agreement, with the exception of assignments to represent the Client, which continue to be valid according to the documents formalizing the previous assignment, unless expressly agreed otherwise. This provision, unless expressly agreed otherwise in writing, shall not apply to a change in the rate of services, i.e. it shall be replaced by this Agreement in all cases.

6.3. The Agreement may expire in the cases envisaged in this Agreement or in legal acts.

6.4. A Party may at any time immediately, by giving 1 (one) working days’ notice, unilaterally and extrajudicially terminate this Agreement without specifying any reasons for the termination. After terminating the Agreement, the Party must immediately inform the other Party thereof.

6.5. The Agreement shall expire automatically, i.e. without separate notice, if the Client does not present to the Law Firm any instructions regarding the provision of the legal services for more than 180 (one hundred and eighty) consecutive days.

6.6. Where the legal services provided to the Client include representation in court, arbitration and/or an administrative institution, then the relevant court, arbitration and/or administrative institution must also be notified about the expiry of the Agreement.

6.7. The Special Provisions of the Agreement may be changed only by mutual written agreement of both Parties, except for cases where the Agreement (Special or General Provisions) clearly stipulates that the Law Firm may change the Special Provisions unilaterally.

6.8. The General Provisions of the Agreement can be amended unilaterally by the Law Firm. The Client is informed about amendments to the General Provisions by means of a notice on the Law Firm’s website. At the discretion of the Law Firm, an additional notification can be sent to the Client’s e-mail, if it is known to the Law Firm. Amendments to the General Provisions take effect after they are published on the Law Firm’s website and apply only to Client orders submitted after the General Provisions have been amended. If the Client does not agree with the amendments to the General Provisions, he has the right to terminate the Agreement at any time in accordance with the procedure provided for in these General Provisions. If the Client submits new orders to the Law Firm after the announcement of amendments to the General Provisions, it is considered that he fully agrees with the amendments to the General Provisions.

6.9. Where the Client fails, within a reasonable term, to provide any data requested by the Law Firm, immediately pay the specified amount of advance or timely pay invoices, or justified doubts exist as to the Client’s opportunities or intentions to pay for the provided legal services within a reasonable term, or the Client fails to follow the recommendations of the Law Firm, or the Client’s instructions, in the opinion of the Law Firm, are in conflict with laws, professional activity rules, rules of conduct or provisions of the Agreement, the Law Firm shall be entitled to refuse to continue providing services from the date the notice to this effect is sent to the Client. In this case, the Law Firm will not be held liable for any negative consequences resulting from the refusal to provide the services according to the procedure prescribed in this clause.

6.10. Termination of the Agreement, regardless of the reasons, as well as suspension of services to the Client, does not release the Client from the obligation to pay the Law Firm in full for the period before the termination of the Agreement or suspension of services.

7.1. Correspondence with the Client by e-mail, other means of remote communication, including instructions to the Law Firm or mutual correspondence, including sending invoices and legal documents, is considered appropriate written communication between the Parties. The Client understands and agrees that the transmission of information electronically does not guarantee absolute security or error avoidance, since data is transmitted over a public network and such information may be intercepted, damaged, lost, destroyed, received late or incomplete, or otherwise adversely affected or rendered unsafe to use.

7.2. All and any information provided in the process of the Law Firm fulfilling its obligations under this Agreement must remain confidential throughout the term of the Agreement and after expiry of the Agreement. Should the Law Firm fail to fulfil this confidentiality obligation, the Law Firm shall indemnify to the Client for the resulting damages, with consideration, however, of the restrictions envisaged in Article 4 “Liability” of the General Conditions of the Agreement.

7.3. The Agreement has been concluded under, and is governed by the law of the Republic of Lithuania. Any disputes over the performance of this Agreement are settled through the Parties’ negotiations, and in case of failed negotiations they are settled at the Vilnius Court of Commercial Arbitration under the Rules of Arbitration, except for the recovery proceedings of the debt for the provided legal services where such debt does not exceed EUR 20 000, which is considered in courts of the Vilnius City. The number of arbitrators is one. The place of arbitration is Vilnius. The language of arbitration is Lithuanian. All disputes are governed by the substantive law of the Republic of Lithuania.

7.4. In case the Client is considered a consumer within the meaning of the existing legal acts, the disputes are settled in courts of the Vilnius City, unless the parties have agreed on a different dispute settlement procedure separately after the dispute arose. The Client – consumer has the opportunity to resolve disputes with the Law Firm electronically, without going to court. First of all, the Client – consumer must contact the Law Firm in writing by e-mail info@trinitijurex.lt, and if the Law Firm does not respond to the consumer’s claim within 14 (fourteen) days of receiving the claim, or does not satisfy the Client – consumer’s claim, the Client – consumer may file an application and/or a complaint about the Law Firm’s services to the State Consumer Rights Protection Authority (Vilniaus g. 25, 01402 Vilnius, phone 8 5 262 67 51, fax 8 5 279 1466, e-mail tarnyba@vvtat.lt, on the website www.vvtat.lt, to its territorial divisions in counties) or to fill out an application form on the Electronic Consumer Dispute Resolution Platform available at http://ec.europa.eu/odr/. This condition does not apply to Clients – entrepreneurs.

7.5. The Client confirms that at the time of signing this Agreement neither the Client itself nor the related persons are on the list of entities subject to international or EU sanctions or sanctions of individual countries, and undertakes to inform the Law Firm should such sanctions arise during the performance of this Agreement. Once the applicable sanctions or possible sanctions and/or the fact that the benefit gained under this Agreement is used to obtain benefit not related to normal lawful commercial activities (e.g. the funding of military actions, human trafficking or the funding of exploitation, etc.) become known, the Law Firm has the right to suspend the provision of services immediately and/or terminate this Agreement without any additional obligations to the Client.

7.6. The Law Firm also has the right to stop the further provision of part or all of the services and/or to terminate the Agreement, if it becomes clear that the provision of services (part of them) to the Client is not possible due to a conflict of interests or because the Client did not pass/refused to pass the money laundering and terrorist financing prevention procedure established by the Law Firm.

7.7. Should it be acknowledged that a provision of the Agreement is invalid, this shall not invalidate the entire Agreement. The Parties hereby agree that in this case the invalid provision of the Agreement will be substituted with another provision, which in terms of its legal, economic, and other effect is equivalent to the invalid provision.

7.8. Each Party hereby separately confirms and guarantees to the other Party that, on the date the Agreement is signed, it has all the rights and powers to conclude the Agreement and implement the provisions of the Agreement as well as that all the permits and consents required for concluding this Agreement and fulfilling the obligations undertaken under the Agreement have been obtained and are valid.

7.9. The Parties hereby represent that the Agreement has been concluded by free will of the Parties, without deceit or coercion, based on the principles of justice, reasonableness, and good faith, and following evaluation of the consequences of conclusion of the Agreement and of the obligations under the Agreement.

7.10. By signing this Agreement, the Parties confirm that the content of the provisions of the Agreement is understandable and clear to the Parties and that the Parties agree with all the provisions of the Agreement and hereby confirm that the provisions of the Agreement express the true will of the Parties.