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General Conditions of Contract
of eSolve Capital

Scope of Application
The following conditions govern all contracts, agreements and understandings between eSolve Capital and the Client. eSolve Capital is hereunder referred to as “Consultant”.

Consultant shall provide advisory services to Client as agreed in the individual Terms of Reference (TOR) and/or the Offer to Client, constituting integral parts of the final Agreement with Client. The scope of the Services may be modified by mutual agreement of the parties, in which event the professional fees payable therefore and the estimated timetable shall also be modified by mutual agreement of the parties. Consultant may provide alternative or additional Consultants of suitable competence should the need arise, any such additions or substitutions to be agreed with the Client.

Responsibilities of the Parties
1. Responsibilities of Consultant
- Consultant must keep Client informed on its work and furnish Client with reports on services delivered, with confirming documents enclosed, on a regular basis;
- Consultant shall provide proper services in accordance with the final Agreement, and, in case of need, engage other experts;
- first and foremost consider Client's interests;
- to honour responsibilities stated in the final Agreement in reasonable time;
- the Services accomplished, Consultant shall furnish Client with a final report.
2. Responsibilities of Client
- Client shall promptly provide Consultant upon request of the latter with everything necessary to fulfill the work required by the final Agreement;
- Client shall timely pay Consultant in accordance with the final Agreement. Services shall commence after receipt of first payment.

Fees, Settlement, Reimbursables
1. Client shall pay to Consultant professional fees and/or cost contribution(s) as settled in the final Agreement with Client (plus Value Added Tax and/or other taxes where applicable).
2. Client shall also pay for Consultant’s accommodation & subsistence in conjunction with the services; as well as justifiable expenses actually incurred.
3. Consultant’s invoice shall be paid no later than 10 days after receipt of invoice. If Client’s payment arrives later than 10 days after receipt of invoice, an interest penalty of 1.5% per month will be imposed.
4. The remuneration according to the contractually agreed Remuneration Scale shall be due to Consultant in case of (a) sale by Client of the entirety or parts of its company or legal entity, sale of related or stand-alone assets, or the forming of a joint venture; or (b) in case of any transaction (sale of stock(s), shares or otherwise, loan to Client in whatever form, capital injection; grants or subsidies received et al) that will improve Client’s cash position. Immediately upon funding approval, Client shall issue to Consultant an irrevocable bank guarantee on first demand to cover remuneration. Client’s liability arises regardless as to who furnished the name(s) and/or contact(s); and regardless who will be the contractual partner or partners, as long as Client or related companies or shareholders / owners thereof are the ultimate recipient(s) of the amount(s) resulting from Consultant’s intervention.

All information relating to the work carried out and all other information which may come to the Consultant's knowledge with regard to the business of the Client and its affairs or of its customers or any other party shall be treated as strictly confidential and shall not be used, discussed or divulged other than specifically authorized by the Client or its representative. These provisions shall apply both during and for 2 years after the termination of the Agreement except in so far as such information may already have been made public by the Client. Furthermore, it is agreed that information or techniques disclosed to the Client by the Consultant during the course of the Assignment shall be similarly deemed confidential, and shall not be disclosed to any third party without the express written permission of the Consultant.

Client hereby agrees to indemnify and hold Consultant or any subsidiary and affiliated company of Consultant harmless from and against all claims, liabilities, losses, damages and expenses as they incurred, relating to or arising out of any transaction or matter which is related to the Services, including any legal proceeding in which Consultant may be required or agree to participate whether or not it is a party. Client shall not, however, be liable under this indemnity to the extent that any such claims, liabilities, losses, damages and expenses result from the gross negligence or willful malfeasance of Consultant or its employees performing the Services. This indemnity agreement shall on the same terms and conditions extend and inure to the benefit of any affiliates, stockholders and employees of Consultant and shall be binding upon any successors or assigns of Client.

Intellectual property
Client shall obtain ownership of Client-specific versions of findings and recommendations and strategies developed for the Client by the team of consultants conducting the Services, but shall not obtain ownership of any consultant-owned, generic, non-Client specific know-how (frameworks, models, analyses or other problem solving tools, or generic industry information), incorporated into such work product or used by Consultant in connection with the Services delivered. Client may not disclose such know-how to third parties without Consultant's prior written consent.

Liability and Warranty
Consultant agrees to provide the consulting services hereunder in good faith, to the highest standard appropriate for management consulting services, but does not make any express or implied warranty that consulting services provided hereunder will have such effects as expected or intended by either party or both parties.

Duration and Termination
The duration of contract is determined by the final Agreement with Client. Either of the parties may terminate the final Agreement at any time at 30 days written notice to end-of-quarter; with or without cause. Consultant may terminate if payment is delayed more than 20 days after date of invoice; in which case all fees & expenses under the contract become due & payable at once. If the Agreement is terminated for any other reason before its term expires, Client shall promptly pay the fees and expenses which have proportionately accrued up to the time of the termination. Notwithstanding a termination, Client will pay to Consultant the contractual success fee if any transaction as defined by the Agreement is consummated within 2 years of that termination.

Governing Law and Jurisdiction
All and any contracts, agreements and understandings between Consultant and Client are to be governed by and are to be construed and enforced in accordance with the laws of the Grand-Duchy of Luxembourg.  Place of jurisdiction is Luxembourg.

Other Terms
1. Should any part of these Conditions of Contract or of the final Agreement be held invalid or unenforceable, the invalid or unenforceable part or provision shall be replaced with a provision which accomplishes, to the extent possible, the original purpose and economic intent of such part of provision in a valid and enforceable manner, and the remainder of these Conditions of Contract and/or of the final Agreement shall remain binding upon the parties hereto.
2. Unless otherwise stated, any Offer to Client shall expire within 4 weeks from its date of submission.
3. As a rule of interpretation, the final Agreement between Client and Consultant has precedence over these General Conditions of Contract, which are complementary to it.


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