GENERAL LEGAL SERVICE PLANS CLAUSES
COMPREHENSIVE PROFESSIONAL SERVICES CONTRACT
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PROFESSIONAL SERVICES CONTRACT ENTERED INTO BY THE ATTORNEY AT LAW MANUEL MANSILLA MOYA (HEREINAFTER REFERRED TO AS "THE PROFESSIONAL"), IN HIS CAPACITY AS GENERAL DIRECTOR OF UPLAW ABOGADOS, AND [***], IN HIS/HER OWN RIGHT, (HEREINAFTER REFERRED TO AS "THE CLIENT"), HEREINAFTER COLLECTIVELY REFERRED TO AS "THE PARTIES", IN ACCORDANCE WITH THE FOLLOWING STATEMENTS AND CLAUSES:
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STATEMENTS
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I.- The PROFESSIONAL declares that:
a) He is a Mexican citizen, of legal age, in full enjoyment and exercise of his civil rights.
b) His address is located at Montecito 38, Floor 01, Office 22-C, Colonia Nápoles, Benito Juárez Municipality, Mexico City, Zip Code 03810.
c) He is legally authorized to practice as a Lawyer, under the Professional Certificate number 13183219, issued in his favor by the Ministry of Public Education.
d) He specializes in providing legal services related to the subject matter of this contract.
e) He is a member of the National Association of Business Lawyers, A.C. (ANADE) and, therefore, is subject to the Code of Ethics of said bar association, which can be consulted on the website https://anade.org.mx/codigo-de-etica-anade/.
f) He has the human and material resources to carry out the execution of this instrument.
g) He has not made any false or tainted declarations to THE CLIENT, with the intention of entering into this instrument, due to error, deceit, or bad faith.
h) It is his desire and determining reason for his will to enter into this contract, in accordance with the agreements made throughout it.
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II.- THE CLIENT declares that:
a) He/She is a [***] citizen, of legal age, in full enjoyment and exercise of his/her civil rights.
b) His/Her address is located at [***].
c) He/She has not made any false or tainted declarations to THE PROFESSIONAL, with the intention of entering into this instrument, due to error, deceit, or bad faith.
d) It is his/her desire and determining reason for his/her will to enter into this contract, in accordance with the agreements made throughout it.
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III.- THE PARTIES declare that:
a) The legal services of THE PROFESSIONAL will begin to be provided from the signing of this instrument.
b) THE CLIENT will make the payment of professional fees generated by the provision of professional services, in accordance with the agreed terms in the corresponding payment clause below.
c) The provisions of the Code of Ethics of the National Association of Business Lawyers, A.C., are applicable to this contract, as well as to the relations between THE PARTIES.
d) It is their desire and determining reason for their wills to enter into this contract according to the following terms:
CLAUSES
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1.- Legal Services Subject to this Contract. - By means of this instrument, THE PARTIES agree to enter into a COMPREHENSIVE PROFESSIONAL SERVICES CONTRACT under which THE PROFESSIONAL undertakes to provide, and THE CLIENT undertakes to receive, the legal professional services described in the contracted membership, with the understanding that either of THE PARTIES may terminate this instrument at any time, without any liability for either of them.
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i. Obligations of THE CLIENT:
a) Consequently, THE CLIENT undertakes to provide THE PROFESSIONAL with all the information and documentation that is required and within his/her possession, within the deadlines and as provided in clauses "7." and "13." below.
ii. Obligations of THE PROFESSIONAL:
On his part, in addition to providing the aforementioned professional services, THE PROFESSIONAL undertakes to perform the following activities:
a) THE PROFESSIONAL undertakes to request from THE CLIENT all the necessary information and
documentation for the processing of the matter, within the deadlines and as provided in clauses "7." and "13." below.
b) THE PROFESSIONAL will at all times implement his policy of transparency with THE CLIENT. Consequently:
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1) He will provide THE CLIENT with a mirror file of his/her case.
2) He will inform THE CLIENT of all developments that take place in his/her case, within twenty-four hours of their occurrence.
c) THE PROFESSIONAL will at all times implement his policy of efficient contact with THE CLIENT. Consequently:
1) He will respond to written communications via electronic means within twenty-four hours of receipt.
2) He will provide an immediate response to phone communications. If not possible, he will respond within four hours of their occurrence.
3) He will meet with THE CLIENT in person whenever required, by prior appointment, according to the possibilities of THE PARTIES.
4) At least once every quarter, a face-to-face meeting will be scheduled with THE CLIENT, according to the possibilities of THE PARTIES, in order to review the progress of his/her case.
Additionally, THE PROFESSIONAL, his partners, associates, and employees will act in good faith and diligently in the provision of the described professional services, exhausting all legal efforts within their reach that they consider pertinent (including the final instance of any procedure) in order to achieve the stated objectives.
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Nevertheless, THE CLIENT is aware of the complexity of the case and the existing risks, and THE PARTIES acknowledge and agree that THE PROFESSIONAL, his partners, associates, and employees do not guarantee the fulfillment of the stated objectives and are not responsible for the non-fulfillment of some or all of them.
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2.- Professional Fees and Payment Method. - As consideration for the professional services described in the previous clause, THE CLIENT undertakes to pay professional fees to THE PROFESSIONAL, according to the price established in the contracted legal membership, with the understanding that such payment will be monthly, automatically charged through electronic means, until the cancellation of the membership by THE CLIENT.
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3.- Absence of Conflicts of Interest. - THE PROFESSIONAL, his partners, associates, and employees, aware of their obligations in accordance with Article 30 of the Code of Conduct of the National Association of Business Lawyers, A.C., and in compliance with their duty to disclose any interest in the entrusted matter or relationship with the parties involved therein that may call into question their ability to represent THE CLIENT freely and independently, have conducted the corresponding inquiries and hereby confirm that they do not have any conflict of interest that would prevent them from providing the services subject to this instrument in a free and independent manner and representing THE CLIENT diligently in defense of their interests, with strict adherence to the applicable legal and moral regulations.
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4.- Professional Secrecy. - THE PROFESSIONAL, his partners, associates, and employees, will keep confidential any information provided by THE CLIENT before, during, and after the validity of this instrument, and that is related to the services subject to it.
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5.- Confidentiality. - THE PARTIES acknowledge that, by reason of the dealings preceding this contract, as well as its execution, compliance, and enforcement, they will have access to private, privileged, and confidential information of the other party. For the purposes of this instrument, private, privileged, and confidential information will be considered, including but not limited to, all information, documentation, recipes, ingredients, preparation methods, drawings, samples, photographs, operating technology, ideas, advice, formulas, designs, plans, specifications, reports, listings, suppliers, customers, manuals, prices, studies, industrial secrets, trade secrets, business secrets, distribution routes, supplies, recipes, sales channels, sales strategies, distribution strategies, business models, and, in general, all information, ideas, and documentation that is directly or indirectly related to the trademarks, knowledge, technical assistance, and, in general, to the franchise subject to this agreement of wills, as well as any other note, data, know-how, among others, that THE PARTIES provide or have provided at any time in relation to the prior dealings and the execution, compliance, and enforcement of this contract, and that is not public knowledge by lawful means.
As a result of the above, THE PARTIES undertake not to sell, lease, lend, encumber, negotiate, disclose, publish, teach, make known, transmit, or in any way divulge or provide it to any natural or legal person, national or foreign, public or private, by any means, even if it is to include or deliver it in other documents such as studies, reports, proposals, publications, and offers, in whole or in part, for any reason, without the prior written authorization of the counterparty owning the information.
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The obligation of secrecy and confidentiality regarding the private, privileged, and confidential information of THE PARTIES is extended to each and every one of their executives, directors, employees, factors, dependents, workers, representatives, and any person who legitimately and through each of THE PARTIES has access to such information, by reason of the prior dealings, execution, compliance, and/or enforcement of this contract. To this end, THE PARTIES undertake to inform their directors, employees, factors, dependents, workers, representatives, and any person who legitimately and through them has access to such information, by reason of the prior dealings, execution, compliance, and/or enforcement of this contract, of the obligations set forth herein and undertake to ensure that such persons act in accordance with the provisions of this clause and also undertake in writing to be bound by the same.
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The obligations contained in the preceding paragraphs shall be in force before, during, and after the execution of this instrument, without any temporal limitation.
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THE PARTIES undertake that within 15 (fifteen) business days following the date on which one of them requests the other, in writing, the return of the private, privileged, and confidential information provided to it, the recipient of such information shall return all the information requested, which is related to this agreement of wills and that is not public knowledge by lawful means, undertaking the receiving party not to keep such information in any way or in any medium, physical or electronic. If the information whose return is requested is essential for the compliance and enforcement of this agreement of wills, its return shall be grounds for the early termination thereof, without any liability for the receiving party that must return it. If the request for the return of information is unjustified, and the information requested is essential for the compliance and enforcement of the contract, the early termination thereof shall be the responsibility of the party requesting the return of the information.
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6.- Expenses. - The expenses generated by the processing of the matter subject to the professional services of this instrument are included in the initial payment provided for in item "i)" of the previous Clause "2." In the event that additional expenses are incurred that exceed said amount, these will be substantiated and independent of the professional fees provided for in item "ii)" of the previous Clause "2."
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In the case provided for in the preceding paragraph, preferably, THE CLIENT must pay the expenses that arise at the time when THE PROFESSIONAL notifies him/her of them. If it is not possible to pay them at that time, they must be paid within the following forty-eight hours of being notified of them.
Within the expenses referred to in this clause, the following are included, in an exemplary and non-limiting manner: travel expenses, lodging expenses, notarial and/or brokerage expenses, processing of simple and/or certified copies, hiring of experts in any technical specialty, document shipping, among others.
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7.- Communication between THE PARTIES. - THE PARTIES agree that all communication that must be carried out between them, including notices, notifications, delivery of documents, information, and, in general, everything related to the interpretation, compliance, and enforcement of this contract, will be preferably carried out, and as permitted and/or required by its nature, in person, in physical writing, or in writing through electronic means, at the addresses and/or email addresses and/or landline or mobile phone numbers (via SMS messaging or instant messaging applications such as WhatsApp) shown below:
THE PROFESSIONAL
Address: Montecito 38, Floor 1, Office 22-C, Colonia Nápoles, Benito Juárez Borough, Mexico City, Zip Code 03810.
Email: manuelmm@uplaw.com.mx
Phone number: 5539077989
THE CLIENT
Address: []
Email: []
Phone number: [***]
Whenever communication is carried out through the mentioned electronic means, it will be considered effectively received at the moment when there is a read receipt of the same, or alternatively, it is responded to, or, failing that, the following natural day after it was sent.
In the event that communication and/or delivery of documents must be carried out by physical means, instead of electronic means, it must preferably be carried out personally between THE PARTIES, with an acknowledgment of receipt duly signed by both, so that the communication and/or delivery referred to is deemed effectively carried out; or, by means of a certified mail service that determines the date and time the communication was delivered and the person who received it.
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If communications must be given verbally, either in person or by phone call, in order to record them, THE PARTIES must issue a brief memorandum containing the date and time of the respective communication, as well as its purpose, and it must be signed by both PARTIES.
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THE PARTIES undertake to notify their counterpart, at least 05 (five) business days in advance, of any changes made to their email addresses, as well as their mobile or landline numbers and/or their addresses. Failure to comply with this obligation will result in any communication made to the email addresses, mobile or landline numbers and/or addresses indicated here, being deemed duly carried out in the terms indicated in this clause and will have full legal effects, even if such contact information has changed.
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8.- Reciprocal Anti-Corruption Commitment. - THE PROFESSIONAL, his partners, associates, and employees, and THE CLIENT undertake not to request reciprocally or request from third parties actions or omissions that may violate or violate legal and/or ethical provisions for the execution of this contract. At all times, THE PARTIES must conduct themselves with the strictest standards of legality and ethics to fulfill the purpose of this contract, including, but not limited to, the laws derived from the National Anti-Corruption System and those of the Anti-Corruption System of Mexico City, those of other jurisdictions applicable for any reason, the provisions of the Inter-American Convention against Corruption, the United Nations Convention against Corruption, and the anti-corruption rules and recommendations of the International Chamber of Commerce (ICC).
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THE PARTIES state that during the negotiations and for the execution of this contract, they have acted in compliance with the applicable anti-corruption legislation, as well as the rules of the Code of Ethics of the National Association of Business Lawyers, A.C.
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9.- Non-Existence of Employment Relations and Responsibilities. - THE PARTIES expressly acknowledge that there is no kind of employment or dependency relationship between them. On the contrary, the relationship of THE PARTIES is limited to a civil relationship of provision of professional services.
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In this regard, THE PARTIES expressly acknowledge that there is no kind of employment or dependency relationship, nor subordination relationship between them, or between the partners, associates, and/or employees of THE PROFESSIONAL with THE CLIENT, or between the personnel of THE CLIENT with THE PROFESSIONAL, his partners, associates, and/or employees.
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Therefore, THE PARTIES mutually release each other from any liability arising from the obligations derived from labor and social security laws that each of THE PARTIES may acquire in relation to the personnel they hire for this purpose.
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Therefore, THE CLIENT undertakes to indemnify and hold THE PROFESSIONAL harmless from any claim, proceeding, demand, complaint, or litigation that the hired personnel may file against THE PROFESSIONAL, as well as to pay for the damages, losses, expenses, and costs that may have been generated as a result of this situation to the detriment of THE PROFESSIONAL.
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Likewise, THE PROFESSIONAL undertakes to indemnify and hold THE CLIENT harmless from any claim, proceeding, demand, complaint, or litigation that the hired personnel may file against THE CLIENT, as well as to pay for the damages, losses, expenses, and costs that may have been generated as a result of this situation to the detriment of THE CLIENT.
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Additionally, THE PARTIES are not authorized to present themselves as partners, agents, and/or representatives of the counterparty, nor will they have any kind of express or tacit representation to act on their behalf, except for the legal representation that THE PROFESSIONAL will assume for THE CLIENT for the provision of the professional services subject to this instrument.
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10.- Headings. - The headings in the clauses of this contract are used exclusively for the clarity of THE PARTIES, without having any legal effect on their interpretation and/or compliance.
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11.- Review and Amendments to the Contract. - THE PARTIES may agree to carry out a review of the terms and conditions contained in this contract, in the event that the general conditions and particular circumstances that existed at the time of its conclusion have changed.
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Any modification made to this instrument must be made in writing through an agreement between THE PARTIES, prior to the entry into force of the agreed contractual modification.
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12.- Validity and Application. - The terms, conditions, and scope of this contract are effective from the date of its signing until the date when the services subject to it are concluded, so that its BACKGROUND, DECLARATIONS, and CLAUSES will govern the contractual relationship between THE PARTIES and apply to all the services subject to it. The right to collect the fees agreed upon in this contract will subsist beyond its validity.
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13.- Early Termination of the Contract. - THE PARTIES agree that this contract may be terminated prematurely due to a serious breach in time and/or form and/or substance of the obligations that each party acquires under it, without liability for the performing party.
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i. A serious breach by THE CLIENT will be understood to exist in the following cases:
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a) If the initial payment of the professional fees agreed upon at the signing of this instrument is not made.
b) If THE CLIENT does not provide THE PROFESSIONAL with the information and/or documents in their possession that are necessary for the processing of their matter, within two natural days of being requested by THE PROFESSIONAL. If the documents and/or information requested are not in their possession, they must inform THE PROFESSIONAL accordingly.
c) If THE CLIENT does not provide THE PROFESSIONAL with complete information and/or documents in their possession that are necessary for the processing of their matter. If THE PROFESSIONAL detects such a situation, they will inform THE CLIENT within twenty-four hours of having detected it.
d) If, unjustifiably, THE CLIENT fails, even on one occasion, to comply with the procedural and/or procedural, judicial and/or administrative burdens imposed by the competent authority.
e) If they engage in acts lacking in probity and/or honesty towards THE PROFESSIONAL, and/or in any way violate the provisions of the Code of Ethics of the National Association of Business Lawyers, A.C., to which the conclusion, compliance, and execution of this contract are subject, in accordance with the provisions of section "I.", clause "g)" of the DECLARATIONS of THE PROFESSIONAL.
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ii. A serious breach by THE PROFESSIONAL will be understood to exist in the following cases:
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a) If THE PROFESSIONAL does not timely notify THE CLIENT regarding the information and/or documentation required for the processing of their matter. Their request will be considered timely if it is made within the following timeframes:
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1) Within the next two business days after the signing of this instrument.
2) Within twenty-four hours of being notified by the corresponding judicial and/or administrative authority of the request for the corresponding information and/or documentation.
3) Within forty-eight hours of noticing the need for the information and/or documentation required from the client, according to the procedural or procedural status of the matter.
b) If they do not duly and/or timely comply with the requests of the judicial and/or administrative authority, or the procedural burdens imposed on them, as long as THE CLIENT has promptly provided them with the corresponding information and/or documentation.
c) If they engage in acts lacking in probity and/or honesty towards THE CLIENT, and/or in any way violate the provisions of the Code of Ethics of the National Association of Business Lawyers, A.C., to which the conclusion, compliance, and execution of this contract are subject, in accordance with the provisions of section "I.", clause "g)" of the DECLARATIONS of THE PROFESSIONAL.
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iii. The defaulting party under the terms of this clause shall incur liability with the performing party, and shall indemnify it as follows: a) If the defaulting party is THE CLIENT, they shall indemnify THE PROFESSIONAL with the payment of the overdue fees owed at the time of the breach, as well as with the pending payments due at the time of said declaration, up to the amount agreed upon in clause "2." of this instrument. b) If the defaulting party is THE PROFESSIONAL, they shall indemnify THE CLIENT by refunding 100% (one hundred percent) of the professional fees that have been paid to them up to the time of the declaration of the contractual breach.
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14.- Finality of the Contract. - This instrument represents the entirety of the agreement of wills reached by THE PARTIES in relation to the professional services subject to it. Therefore, its mere subscription cancels, rescinds, renders ineffective, and/or terminates, without any liability for any of THE PARTIES, any other arrangement, project, proposal, or document they may have previously entered into regarding the franchise object of this present agreement.
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15. Rules of Interpretation. - THE PARTIES agree that, without prejudice to the applicable legal provisions for the compliance and execution of this contract, the following rules will apply for its interpretation:
a) THE PARTIES will always adhere to the literal meaning of the clauses of this instrument.
b) The clear intention of THE PARTIES will always prevail over any word or group of words that may contradict it.
c) Under no circumstances should cases different from and things other than those on which THE PARTIES intended to contract be understood to be included in the clauses.
d) If any clause allows for different meanings, the most consistent interpretation will be adopted so that it has the desired effect in accordance with the purpose pursued with this instrument.
e) The clauses must be interpreted systematically, each by the other, attributing to the doubtful ones the meaning that results from the whole of them.
f) Each clause must be given the consequences that, according to its nature, are in accordance with good faith.
g) In the event of a discrepancy or contradiction between the provisions of this instrument and the documents that the PARTIES may sign and/or deliver under it, the content of the contract will always prevail.
h) If any provision of the contract is judicially declared null, illegal, or unenforceable, the validity, legality, and enforceability of the rest of the contract will not be affected or limited in any way. Likewise, this provision will be taken into account for the purpose of reflecting and determining the intention of the parties.
16.- Applicable Law. - THE PARTIES agree that, for the interpretation, compliance, and/or execution of this contract, they will be subject to the provisions of the civil legislation and norms of Mexico City that may be applicable.
17.- Jurisdiction and Competence. - THE PARTIES agree that to resolve any dispute that may arise between them regarding the interpretation, compliance, and/or execution of this contract, they will submit to the jurisdiction of the Judicial Power of Mexico City, hereby waiving any other jurisdiction, venue, or competence that, by reason of their present or future domiciles, or for any other reason, may correspond to them.
HAVING READ THIS INSTRUMENT, CONSISTING OF [] USEFUL PAGES, AND HAVING BEEN INFORMED OF THE CONTENT, MEANING, SCOPE, AND LEGAL FORCE OF EACH AND EVERY ONE OF ITS CLAUSES, THEY ELECTRONICALLY SIGN IT IN MEXICO CITY, ON [*], WITH A COPY REMAINING IN THE POSSESSION OF EACH PARTY.