General Conditions

These general conditions set forth the terms and conditions under which Howrey LLP (“Howrey”) will accept and perform the representation that will be performed through the Amsterdam office of Howrey and that is described in the engagement letter.

1. Scope of representation

Howrey undertakes to represent the client solely in connection with the matter(s) described in the engagement letter. In the event that the client requests Howrey to undertake additional matters or that the scope of the representation is expanded, such additional representation will be governed by these general conditions, unless parties mutually agree otherwise. Howrey’s representation will be deemed concluded at the time that Howrey has rendered the final bill for services on the matter described in the engagement letter or any such additional matter.

Unless modified by the engagement letter, Howrey’s representation is limited to the person or entity, which is specifically mentioned in the engagement letter, also if the payment of the fees may be the responsibility of others. Howrey’s representation of a corporation, partnership, joint venture, trade association, or the entity does not include a representation of the interests of the individuals or entities that are shareholders, directors, or officers of a corporation, its parent, subsidiaries or affiliates; partners of a partnership or a joint venture; or members of a trade association or other organization. Howrey’s professional responsibilities are owed only to the person or entity that is the client of Howrey, there is no attorney-client relationship between Howrey and other persons or entities. No conflict will be asserted by the client because Howrey represents clients with interests that are adverse to persons or entities that have a relationship with the client. In those instances in which Howrey also represents individual employees, shareholders, partners, parents, subsidiaries, affiliates, or other related companies or legal entities, such representation is specifically mentioned in the engagement letter or is the subject of a separate engagement letter.

All client assignments are considered by Howrey to have been given to it as an organization, even if it is the express or implicit intent that an assignment will be performed by a specific person. The operation of Article 7:404 of the Dutch Civil Code, which addresses the last mentioned case, and the operation of Article 7:407 paragraph 2, which creates a joint or several liability in those cases in which an assignment is given to two or more persons, are excluded.

2. Fees for legal services

Unless modified by the engagement letter, Howrey’s fees for legal services rendered are based on the hourly billing rates for attorney’s, paralegals, other non-lawyer professionals and staff assigned to the matter. Howrey’s hourly rates are adjusted from time to time.

3. Costs and expenses

Certain costs and expenses incurred by Howrey on the client’s behalf will be billed monthly to the client. These costs include, but are not limited to, courier charges, translation costs, travel and lodging charges, court- and bailiff costs, and reimbursements for other costs, which have been paid initially by Howrey.

In addition to the fees, there will be a surcharge of 6% of the fees charged to cover general office expenses, such as telephone charges, photocopying charges, fascimile transmission and costs incurred in computerized research. Not included in the surcharge are the making of photocopies beyond a normal average or overtime by secretaries.

4. Billing

Unless otherwise agreed in the engagement letter, invoices for legal services, including fees, costs and expenses, will be billed on a monthly basis. Each invoice is due and payable within thirty days of the invoice date. Howrey reserves the right to postpone or defer providing additional services or to discontinue the representation if billed amounts are not paid when due. Clients shall promptly discuss any questions or concerns they have about invoices with the firm’s accounting department or with the partner in charge of the representation.

5. Relationship with other clients

Howrey frequently represents a number of clients that are competitors, customers or suppliers, or have other commercial, and at times legal, interests that are adverse to one another. It is possible that during the time Howrey is representing a client, another client may have disputes with this client that are unrelated to the matters Howrey is handling for this client.

The client agrees that Howrey may continue to represent, or may undertake in the future to represent, existing or new clients in any matter that is not substantially related to the work in which Howrey represents the client, where the interests of such other clients in those matters are adverse to the client’s. Howrey agrees that it will undertake such representation only if there is no substantial relationship between any matter in which Howrey is representing or has represented the client and the matter for the other client. And, Howrey will take steps to ensure that any confidential information that Howrey has received from the client will not be available to the lawyers and other Howrey personnel involved in the representation of the other client. If these conditions are satisfied, the client agrees that Howrey may undertake the adverse representation, and that all conflict issues will be deemed to have been waived by the client.

6. Termination

Upon termination of the representation, papers and property of the client will be returned to the client. Howrey’s files pertaining to the matter will be retained. These firm files include, for example, correspondence, legal documents, firm administrative records, time and expense reports, and credit and accounting records; and a copy of internal lawyers’ work product such as drafts, notes, internal memoranda, and legal and factual research, including investigative reports, prepared by or for the internal use of lawyers on the matter. At the request of the client, such work product will be promptly supplied to the client upon receipt of payment for outstanding fees and costs.

7. Limitation of liability

If, in the context of the performance of an assignment of a client, an event occurs which leads to liability, then such liability will be limited to the amount or amounts, to which the professional liability insurance taken out by Howrey provides coverage including the deductible which Howrey carries in connection with such insurance. Such event includes a failure to act.

If, by or in connection with the performance of an assignment of a client or otherwise, damage is caused to persons or property, for which Howrey is liable, then the liability will be limited to the amount or amounts, to which the third party indemnity insurance taken out by Howrey provides coverage including the deductible which Howrey carries in connection with such insurance.

It is possible that persons engaged in connection with the performance of an assignment of a client may wish to limit their liability in connection therewith. Howrey proceeds from the assumption and stipulates hereby that all assignments given to it by clients include the authority to accept such a limitation of liability also on behalf of those clients.

If the performance of an assignment of a client entails the engagement of a person residing inside or outside the Netherlands, who has no connection to Howrey, Howrey shall not be liable for failures of such person in connection with its services in the context of the performance of the assignment.

8. Miscellaneous

The relationship between Howrey and the client regarding the matter(s) specified in the engagement letter will be governed by Dutch law.

Unless otherwise mandatory prescribed by the applicable law, any dispute concerning the representation by Howrey in relation to the matter(s) specified in the engagement letter shall be determined by binding arbitration under the arbitration rules of the NAI (Netherlands Arbitration Institute) by one arbitrator appointed in accordance with said Rules. Any such arbitration shall be held in Amsterdam. The arbitrator shall have the discretion to order that the costs of arbitration, including fees, other costs and reasonable attorney’s fees, shall be borne by the losing party. The parties agree that all information concerning the fact, substance or result of any such arbitration shall remain confidential and not be disclosed except to the extent necessary to enforce the arbitration award or otherwise required by law. If, according to the applicable law, any dispute regarding the matter(s) specified in the engagement letter has to be mandatory settled by the civil courts, only the courts of The Netherlands will have jurisdiction over any such dispute.

Not only Howrey, but also those who are involved in the performance of any assignment of a client, can invoke the provisions set out in these general conditions. The same applies to former partners and associates, including their respective heirs, if they are held liable after they have terminated their practice with Howrey.

These general conditions are available in the Dutch and English language. In the case of any discrepancy as to the contents and purport of these conditions, the Dutch text will prevail.

The client’s agreement to this engagement constitutes the client’s acceptance of the foregoing terms and conditions.