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BY E-MAIL E-mail: milos.felgr@cliffordchance.com
Exportní garanční a pojišťovací společnost, 22 February 2017
a.s.
Vodičkova 34/701
11121, Prague 1
Attn.: xxxxxxxxxxxxx
Dear xxxxxxxxxxxxxx
Letter of Engagement – Legal Services in relation to Arbitral Award issued by the
Arbitration Court attached to the Economic Chamber of the Czech Republic and
Agricultural Chamber of the Czech Republic
Clifford Chance Prague LLP, acting through Clifford Chance Prague LLP, organizační složka
("Clifford Chance") is pleased to set out the terms on which it will provide Exportní
garanční a pojišťovací společnost, a.s. ("EGAP") with legal services in connection to the
arbitral award xxxxxxxxxxxxxxxxxxxx by the Arbitration Court attached to the Economic
Chamber of the Czech Republic and Agricultural Chamber of the Czech Republic (the
"Arbitral Award" and the "Arbitral Proceedings").
This letter of engagement is intended to confirm certain matters concerning our involvement
on the Arbitration.
1. SCOPE OF WORK
We understand from the information provided that our services (the "Legal
Services") will relate to the review of the following documents in order to analyze
possible reasons xxxxxxxxxxxxxxxxxxxxxxxx.
(a) the Arbitral Award;
(b) submissions of EGAP and xxxxxxxx or their legal counsels in the Arbitral
Proceedings sent to us by email from xxxxxx on 21 February 2017;
(c) the official minutes from the Arbitral Proceedings (if provided to us); and
(d) the relevant insurance agreement sent to us by email from xxxxxxx on 21
February 2017 (to the extent that the relevant arbitration clause is valid).
The outcome of our review will be a memorandum in the Czech language addressed
to EGAP summarizing our analysis of reasons xxxxxxx.
We will assume that xxxxxx and EGAP had capacity and all authorisations to
conclude any substantive agreements and all substantive agreements are valid and
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enforceable (except for review of the validity of the relevant arbitration clause).
xxxxxxxx (ii) the Legal Services are to be delivered in a very limited period of time;
and, as a consequence, (iii) xxxxxxx.
2. TEAM
Overall supervision of legal services will be provided by Miloš Felgr, a Czech law
qualified partner and senior finance lawyer who has a significant experience in a large
number of finance transactions. Miloš will be assisted by Jindřich Arabasz, a Czech
law qualified counsel who specializes primarily in banking and finance law,
insolvency and litigation and disputes resolution.
To ensure seamless and timely service, the proposed team will be assisted by one or
more junior lawyers as appropriate in order to provide the most time and cost
effective provision of legal services.
Contact details are as follows:
Miloš Felgr +420 731 471 429
Mobile number: milos.felgr@CliffordChance.com
Email:
Jindřich Arabasz +420 731 471 439
Mobile number: jindrich.arabasz@cliffordchance.com
Email:
3. FEE ARRANGEMENTS
3.1 Fee estimate
On the basis of the above and subject to assumptions set below, we estimate that our
fees will be CZK 170,000.
3.2 Payment and invoicing
The Legal Services shall be invoiced to EGAP who shall fulfil all the monetary
obligations towards Clifford Chance.
3.3 VAT and expenses
Under Czech law, we are obliged to charge to clients who are Czech residents or who
have a Czech branch or permanent establishment value added tax (VAT) in relation to
our legal fees and expenses.
Our fee estimate above is exclusive of the usual out-of-pocket expenses (such as
telephone calls, photocopying, mail and courier charges etc.) and other expenses, such
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as notarial, registration and administrative fees and costs of translation, which we
charge at a cost.
4. ASSUMPTIONS
Our fee estimate above is based on the following assumptions:
4.1.1 there will be no changes to the scope of the Legal Services as outlined in this
proposal;
4.1.2 we will only advise on Czech law and in Czech or English language;
4.1.3 reviewed documentation will only be in the Czech language;
4.1.4 we will not advise on criminal law, tax, accounting or regulatory issues other
than those expressly stated in the scope of work;
4.1.5 there will only be one round of comments on the first draft of the
memorandum (in writing, on meeting or via telephone) and the second draft of
the memorandum will be final;
4.1.6 the final version of the memorandum will be agreed and our Legal Services
completed on 10 March 2017 at the latest;
4.1.7 we will not review any substantive nature of the claim xxxxxxxx, history of
the case, any communication or any other related questions; and
4.1.8 information required by us for the efficient carrying out of our work will be
provided in a complete, consolidated and timely manner.
We will be happy to provide you with any additional information or clarification that you
may require. Please do contact us if we may be of any further assistance.
Thank you for approaching us to support you on the Arbitration and we look forward to our
cooperation.
Yours sincerely,
Clifford Chance Prague LLP, organizační složka
Signature: ___________________________ Signature: ___________________________
Name: Name:
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Position: Partner Position: Partner
Please record your agreement to the proposed terms and fees by signing a copy of this letter
and returning it to us.
For Exportní garanční a pojišťovací společnost, a.s.
Signature: ________________________ Signature: ________________________
Name: Name:
Position: Position:
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