Terms and conditions
Agreement for providing legal assistance
Principal and Zorin Law Office in the person of attorney-at-law (registered law office No. 77/7383 at the Register of Moscow city Bar) and patent and trademark attorney (No. 1135 at the State Register of Patent Attorneys) Nikolay A. Zorin, referred to as “the Contractor”, together referred to as “the Parties”, concluded this Agreement for providing legal assistance (hereafter – “the Agreement”) as follows.
1. Subject to the Agreement.
1.1. The Agreement governs the Parties’ relations of providing onerous legal assistance by the Contractor to the Principal, determines Parties’ rights and obligations, procedure of providing legal assistance, procedure of amending and dissolution of the Agreement under the Federal Law of the Russian Federation “On the advocacy and the bar in the Russian Federation” (hereafter – the “Law”).
1.2. Providing to the Principal legal assistance pertinent to his/her business operations is subject to the Agreement.
1.3. Legal assistance subject to the Agreement will be provided by the Contractor by the means of:
- rendering verbal or written legal advice;
- professional legal representation before the public authorities, municipal bodies, bodies of local self-government, legal and natural persons;
- drafting legal documents.
1.4. The Contractor renders legal assistance, provided for by the Agreement, on specific issues after having received the according instructions from the Principal, stated verbally or in a written form, and after having undertaken the above instructions for executing.
2. Rights and obligations of the Parties.
2.1. Rights and obligations of the Contractor.
2.1.1. The Contractor is obliged under clause 1.2. of the Agreement:
- render to the Principal consulting, representation and information services on legal issues;
- draft legal documents;
- interact and represent Principal’s interest before the public authorities, municipal bodies, bodies of local self-government, legal and natural persons;
- undertake other operations for legal purposes.
2.1.2. The Contractor is obliged to report to the Principal all information concerning current performance of the Agreement upon his/her request.
2.1.3. The Contractor is entitled to demand from the Principal providing in reasonable time documents and information necessary for rendering assistance of proper quality under the Agreement.
2.1.4. The Contractor is entitled to receive verbal and written explanations necessary for performance of the Agreement from the Principal or his Authorized representative by means of verbal or written inquires.
2.1.5. The Contractor performs his obligations under the Agreement by his own forces and by forces of specialists bound by labor or civil contracts with the Contractor. The Contractor is entitled to engage third parties – specialists on a contractual basis to perform obligations under the Agreement.
2.1.6. The Contractor is entitled to rescind the Agreement having notified the Principal in writing. The Agreement will be cancelled after the Principal has such notice of rescinding.
2.2. Rights and obligations of the Principal.
2.2.1. The Principal is entitled to require from the Contractor providing information and documents on the matters of the subject to the Agreement.
2.2.2. The Principal is entitled to require from the Contractor providing a report of cash, organizational, technical, time and other expenses associated with the performance of the Agreement.
2.2.3. The Principal is obliged to state questions to the Contractor in written form where legal advice or legal reviews are provided in written form.
2.2.4. The Principal is obliged to carry out proceedings considered by the Parties necessary for the performance of the Agreement, also by bodily appearance before the public authorities, municipal bodies, bodies of local self-government, legal and natural persons.
2.2.5. The Principal is entitled to assign other missions and acquire legal assistance on other issues, according to clause 2 of article 2 of the Federal Law of the Russian Federation “On the advocacy and the bar in the Russian Federation”, when agreed with the Contractor.
2.2.6. The Principal is entitled to rescind the Agreement as set by the legislation of the Russian Federation.
2.2.7. The Principal is obliged to reimburse the expenses and pay for assistance provided by the Contractor as set in the section 3 of the Agreement, including cases where conclusions and recommendations provided by the Contractor in the course of providing legal advice to the Principal do not comply with the Principal’s point of view.
3. Cost of the legal assistance and term of payment.
3.1. Cost of the Contractor’s assistance to the Principal is indicated on invoice (hereafter – “Invoice”) of the Contractor.
3.2. Cost of specific kinds of legal assistance (services) is determined in accordance with understanding of the Parties in written form.
3.3. The Principal pays for the legal assistance (services) rendered by the Contractor as set by the Agreement on the basis of the Agreement and Invoice issued by the Contractor to the Principal.
3.4. Invoice should be paid by the Principal after receipt also where Invoice is received by electronic mail. Invoice printed on paper is provided to the Principal at his/her request.
3.5. The Contractor issues an Invoice provided for payment by the Principal to the settlement account of the Contractor money sufficient for providing legal assistance (services) to the Principal as agreed by the Parties.
3.6. Legal assistance provided by the Contractor is not imposed by the value added tax (VAT).
3.7. The assistance covered by Invoice is accepted by the payer when the Invoice is paid.
4. Other conditions of the Agreement.
4.1. The Agreement is exclusive. The Principal admits that no one can be authorized by him/her for providing legal assistance within the Subject to the Agreement and period of its effect. Amounts paid to the Contractor on the date of the rescission of the Agreement under any grounds belong to the Contractor. The Principal is obliged to refrain entering any contract associated with the Subject to the Agreement or engaging other lawyers for providing legal assistance within the Subject to the Agreement during the period of its effect without Contractor’s participation.
4.2. In the course of settling all issues unsettled by the Agreement the Parties are governed by the law of the Russian Federation.
4.3. Taking into account and recognizing importance and confidential nature of the information the Contractor can become aware while providing legal assistance under the Agreement, the Contractor undertakes the following obligations:
4.3.1. The Contractor is obliged to keep in secret any information, received by the Contractor as result of providing legal assistance under the Agreement, directly or indirectly related to the Principal’s clients (contractors, partners) as well as with the Principal himself/herself, without time limitation and independently to continuation or termination of the contractual relations with the Principal;
4.3.2. Any information about a client (contractor, partner) of the Principal which has become of the Contractor’s awareness in connection with providing legal assistance to the Principal under the Agreement, cannot be used by the Contractor for his own benefit or for the benefit of a third party, as well as be used by the Contractor to the prejudice of the Principal’s interests (his/her client, contractor, partner).
4.3.3. Any information concerning the remuneration paid by the Principal to the Contractor under the Agreement is confidential, also on expiry or termination of the Agreement on other grounds.
4.4. The Contractor is entitled to refer to the fact of entering the Agreement upon condition of observing the Principal’s interests and holding information confidential.
4.5. The Contractor undertakes the obligation to refrain from providing any professional services to the contractors or partners of the Principal, if such services relate to providing legal assistance to the Principal under the Agreement. This obligation expires three months following the moment of termination of contractual relations between the Contractor and the Principal.
4.6. The Parties inform each other about a potential possibility of arising a conflict of interests in due time. Situation where different clients of the Contractor are the parties of the same transaction, dispute and/or judicial procedure at one time is considered a conflict of interests for the purpose of the Agreement.
4.7. The Principal admits that providing legal assistance by the Contractor under the Agreement does not prevent the Contractor to provide legal assistance to third parties, with due account for article 5.6. of the Agreement.
4.8. The Contractor performs his obligations under the Agreement at working time (from 9.00 a.m. to 6.00 p.m. from Monday to Friday).
4.9. Where necessary, the Contractor can perform the obligations under the Agreement at non-working time (from Monday to Friday from 6.00 p.m. to 9.00 a.m.), on week-ends and holidays, provided the Principal should send to the Contractor a written notification for the necessity to undertake obligations under the Agreement at non-working time.
4.10. The Agreement and other written documents outgoing from the Parties and sent by fax or e-mail, have the same legal force like if they were drawn on paper and signed by the Parties. Original documents should be provided in reasonable time, where necessary.
4.11. The Agreement can be amended or added as agreed by the Parties, drawn in writing and signed by the Parties’ authorized representatives. Any amendments and additions to the Agreement should be drawn in writing.
5. Liability of the Parties.
5.1. The Parties of the Agreement incur liability for non-observance of the terms of the Agreement in accordance with the legislation of the Russian Federation.
5.2. The Principal admits that legal advice, legal opinions and any recommendations, provided by the Contractor under the terms of the Agreement are the expressions of the opinion of Contractor’s specialists, based on their interpretation of the existing legislation applicable to the specific legal relation, the participant of which the Principal is, or to the matter for which legal advice is provided.
5.3. Contractor’s opinion can differ from the opinion of representatives of the judicial and other state authorities, other specialists at law, and the Principal as well.
5.4. The Contractor is liable to the Principal for damage, caused to the latter, if the damage is proved to have occurred as a result of the realization of recommendations provided by the Contractor, contradictory to the current law of the Russian Federation.
5.5. The Contractor is not liable for incorrectness of his recommendations and for possible damage to the Principal, occurred as a result of following such recommendations, if the incorrectness of a recommendation is a result of unreliability of the documents and/or any other information, provided by the Principal.
5.6. The liability of the Contractor under the Agreement is determined as follows:
5.6.1. If the actual damage, caused to the Principal by the Contractor, exceeds or is equal to the amount, actually paid to the Contractor for the provided legal assistance, then Contractor’s liability should not exceed this amount at any circumstances;
5.6.2. If the amount of actual damage, caused to the Principal by the Contractor, is less than the amount, actually paid to the Contractor for the provided legal assistance, the Contractor will reimburse such damage.
6. Settling disputes and term of the Agreement.
6.1. In case a dispute arises between the Parties, one should be resolved by means of negotiations between the Principal and the Contractor.
6.2. If a dispute between the Parties is not resolved in the course of negotiating, one is to be resolved in accordance to the current law of the Russian Federation.
6.3. The Parties are entitled to terminate the Agreement ahead of time in accordance with the current legislation.
6.4. The Agreement is formed in duplicate of equal legal force. Each Party holds one piece of the Agreement.