General Terms & Conditions

Definition

Unless agreed otherwise in another agreement or legal service engagement letter,

thisterm has following definition

 _________________ ~_______________ Law Firm duly established under the law of

Republic of Indonesia.
 Personnel~ specific position of people represent ________________ in accordance
with its specific competencies and professional qualifications
 We or Our represent _____________; and You or Client represent who received
Our legal services
 Legal Consultation~ accomodate problems, discuss, find solutions and give
advices to the Client to anticipate and manage legal risks which might occur in
Client’s business.
 Legal Review~ agreement’s review/legal document related to business
management (including but not limited to company’s regulation, employment
agreement and cooperation agreement).
 Legal Drafting ~draft any agreements, in form of MOU, Parties Consent, LOI,
Addendum; or inform of investment agreement, cooperation agreement, nominee
agreement, distribution agreement, any agreement based on client’s needs.
 Legal Audit~ examine in details from legal prespective toward all company’s
legal aspects; in capital aspect, management and authority delegation, company’s
asset management, employment and legal relation with the third party.
 Legal Opinion~ analyze and provide specific and in-depth legal opinion for
client’s business needs; for example LO for credit, LO for Investment, LO for
acquisition and others.
 Legal Assistance~ assist Client in business meetings related to legal aspect. It
is not related with dispute.
 Legal Recruitment~ assist Client to recruit legal staf
 Legal Training~ become speaker or mentor in client’s internal training session.
 Non Litigation~ assist Client to settle problem outside the court, through
mediation, negotiation; in civil law, either rights of Intellectual property or
employment dispute.
 Litigation~ assist or represent Client in dispute settlement through litigation
(court forum), in civil law, criminal law, administrative law problem, bankruptcy,
either rights of intellectual property or dispute employment; power of attorney is
required.
 Intellectual Property Application~ consultation and application arrangement
of Rights of Intellectual Property, in form of Trade Mark, Patent or Industrial Design;
power of attorney is required.
 Legal Drafting by Notary~drawing up of notary deed only for specific purpose
that needs notarial formal condition.

Implementation of Terms and Condition

This term and condition are subjected to every legal services rendered by ______________
to You, unless expressly agreed and written to impose diferent provisions.

Your relationship with ____________

____________ shall be able to perform legal services independently or choose/ appoint
affiliate/ partner to render legal services for You. Your appointment to _____________ will
be deemed as your consent to __________ to perform said appointment.

You are obliged to make sure that you have provided and disclosed any information,
data and document, whether under your title or in your possession, needed to perform
legal service for you. It is agreed that we shall be able to request specifically additional
information, data and document to ensure the quality of our legal services for you.

Parties have commitment to develop good partnership. Client agrees to disclosedata,

document and all information related to the Client’s business to _________. It is
understood by Parties in this legal service assistance, there should be no false data,
fake, incorrect document and information, that has not given or hidden from
_______________, which can create upcoming legal problem in the future. The
consequnces from untrue information, fake, has not stated or hidden will become
Client’s full responsibility.

Parties agreed to perform any eforts needed to protect data, document and
confidential information related to Client’s business and rendered legal services by
__________.

It is agreed that ____________ shall reserve the right to put the name of Client into
____________’s business portfolio. On the other hand, Client shall reserve the right to put
_____________’s name on Client’s promotion tools or website for the business purposes.

Parties agreed to conduct review for the implementation of this Agreement if it is

needed, before the end of the term. Review will be done to decide whether the
Agreement will be continued (with adjustment of retainer fee for the next period) or not.

Client is not allowed to appoint another party to render legal services to Client without
prior written consent from Maheka & Co.; such appointment without approval from
____________ could cause termination of this agreement by ____________ and under such
condition, it is agreed by Parties that Client still has obligation to pay all Legal Service
Fee to ____________.

Performance of Legal Services

The rendered scope of legal services is as the same as stated on legal services
agreement or other engagement documents. The adjustment of the scope of legal
services shall be done in writing consent by ___________ and you; which stated additional
legal service fee and new work deadline to perform such adjustment.

Unless agreed otherwise, the performance of legal services by our personnel is due
from our offices at ____________.

The performance of legal services shall be done via actual meeting, email, telephone
conversation and another form of communication. For specific purpose, documents as
the output from our legal services shall be delivered to you on physical basis or digital
copy through email.
We shall not provide any opinion to the commerciality of the scope of legal services and
we do not hold responsibility to provide non-legal opinion or consultation. You, as fully
aware, hold full responsibility to every decision you take based on our professional
opinion.

We have the right to refuse to send our personnel to any places which we consider will
cause any harm, to our personnel.

Our opinion or consultation is performed based on our review, knowledge, analysis and
interpretation to the prevailing laws and regulation when the opinion was rendered.
Every change of the prevailing regulation shall be acknowledged to afect our opinion or
consultation. Unless agreed otherwise, we do not have obligation to render any renewal
of our opinion or consultation after the completion date of legal services within the
scope of work.

When we perform our legal services for you, there is possibility that our works are in a
draft documents. Every documentation of our legal services which we consider as a
draft will be noted as “draft” or “for discussion purpose only”, whether in the name of
the digital file or in the file itself. We do not hold responsibility to any legal
consequences arise from your action/ decision/ activity.

Entitlement of Intellectual Property Rights

You shall have the right to use and copy every documentation of our legal services
freely, in accordance with the following condition that any intellectual property rights
and entitlement of any documentation is and shall remain the sole and exclusive
property of ____________.

Productive Hours and Legal Services Fee

We use productive hours to measure our legal services. It is agreed that Productive
Hours include the time used by ____________ to:

a. draft document, letter, agreement and another correspondence

b. draft any opinion, argumentation and legal brief stated in writing.
c. conduct review and due diligence on any document, letter, agreement and data
or information provided by you related to our legal services
d. make any communication with you, direct or indirect, verbal or written.
e. make inquiry, obtain, clarify and evaluate information provided or obtained from
relevant third parties or public related to our legal services
f. make any communication with relevant third parties, direct or indirect, verbal or
written, for the purpose of your best benefit and interest in the scope of work of
our legal services.

If you choose hourly-basis method, then you are bound to our applicable hourly-basis’s
rate at that date. It is agreed that such rate will be adjusted every year. We will provide
such information for you at the latest 15 (fifteen) workdays before the new rate set
forth efective.

Productive hours can be performed by (i) ______________’s personnel, and/or (ii) third
party with specific qualification appointed by _____________.
Client hereby waive his/her right to make any objection, claim, refusal or action related
to the calculation of productive hours by ____________ and legal services fee charged to
Client in accordance with invoice issued by _____________, unless Client can prove that
such calculation is based on non-factual information, data and circumstances.

From time to time, you shall have the right to request a timesheet of our rendered legal
services. If you do not make such request, we will keep such timesheet in our database.

Legal service fee which has been agreed is not including tax, transportation cost,
accomodation, allowance for official journey outside the working location, notary fee,
retribution, administration cost in government institution/departement and other
operational cost (“Operational Cost”) will be Client’s responsibility. According to
thepayment method, every invoice (“Invoice”) will be issued and sent to Client. Client
shall make such payment in full amount no later than the date mentioned (“Payment
Due Date”) in the Invoice. If the legal service is given more than productive hours’
quote or outside the Scope of Legal Service, it will be charged based on applicable
hourly-basis rate, Rp.2.500.000,- per hour.

Conflict of Interest

It is agreed that there is possibility that we have previously provided or will be provided
legal services to (i) your business competitor (ii) regulation agency or government
agencies who has direct supervisory function within your business sector (iii) counter
party in any level of the court within Indonesian jurisdiction. On this date we warrant
you that we have no conflict of interest with you regarding our legal services. You, from
time to time, shall have the right to provide a notice to us if you see upcoming conflict
of interest in the performance of our legal services.

Contact to our personnel

Our legal services are performed due to your request. ____________ will only render any
request from Director or managerial level of the Client’s business; provided that such
request must be responded by ___________ based on _____________’s schedule of work
and consent from both Parties.

On the beginning of the timeline of work, we will give you our personnel list that will be
your main liaison with us regarding the scope of work. Based on our request, you will
provide us your personnel list (accompanied with their position) who will have the right
to make request regarding the work to our personnel. Unless agreed otherwise, we shall
have the right to not performing any legal work based on the request made by the
people outside the list; and we shall not have any obligation to prove whether such
request is made by personnel with such authority as said above.

Exclusivity of the work

Any output of our legal services within the scope of work, in any media or any form,
which we delivered to you is exclusively within the scope of work. You shall not have the
right to use our legal work for the purpose other than the scope of work without our
prior writing consent.

Termination of your relationship with us

Unless agreed otherwise, the relationship between you and ___________ is terminated
when:
a. the expiration of the term of legal service; or
b. the completion of all the scope of work

Other provision

Any disputes arise from the connection with the performance of legal service under this
term and condition shall be resolved by consensus. If the consensus do not resolve the
dispute, both parties hereby agreed to resolve such disputes in _____________ District
Court.

This terms and condition is made in Indonesian and English, if there are diferent
interpretations, the Indonesian will prevail.

Matters which have not regulated in this Agreement, Parties agree to make and sign
amandement if necessary.

Transportation Accomodation and Allowance

The performance of legal services can be rendered outside the territory of our offices,
and you shall bear the following cost :

Transportation
For long-distance trip, we use Garuda Indonesia or Air Asia airlines’ services; for specific
places that airlines do not cover, you provide us a vehicle with a maximum age 7 years.

Accomodation
You shall provide accomodation at the minimum 3-stars rated hotel.

Allowance
For every personnel of _____________, you shall provide allowance to the sum of IDR
2.500.000,- per day.

Retainer Fee
If the quota of productive hours has ran out before the term is expired, such legal
service agreement is automatically terminated at the date of such notice issued by
______________.

The unpaid legal service fee shall be settle in full amount to ___________ no later than 7
days from the termination date.
You shall have the right to renew the retainer agreement with the following fee:
a. Quota 60hrs/year within amount of Rp 75.000.000,- or
b. Quota 120hrs/year within amount of Rp 144.000.000,- or
c. Quota 300hrs/year within amount of Rp 330.000.000,-