September 19, 2015

Terms of engagement



1. Identity of Client; Conflicts of Interest

The client is the named “Client” in the engagement letter to which these Standard Terms of Engagement are attached. To the extent ethically permissible, the Client’s officers, directors, employees, and agents should also be treated as clients, unless Client advises the Xpert otherwise. In the event that the Xpert cannot ethically represent individuals in addition to Client due to a conflict of interest or other ethical impediment, the Xpert shall advise Client of that fact immediately. To the extent that any other ethical impediment, real or potential, ever arises, the Xpert shall immediately inform Client of the impediment, make full disclosure of the situation to Client, and take all steps requested by Client to avoid or mitigate the impediment (including obtaining Client’s consent to the Xpert’s continued representation of a party if required under the applicable Rules of Professional Conduct).

2. Staffing and Matter Management

The consultant within the Xpert who is primarily responsible for providing services to the Client is Daniel K. Johnson (the “Lead consultant”). If other consultants within the Xpert also provide services to Client, the Lead consultant understands that Client expects that the Lead consultant will be responsible for managing the representation, assuring compliance of others with the terms of this agreement and ethical requirements, preparing and substantiating all bills, and communicating with Client. The Xpert is responsible for managing all Client matters cost-effectively and competently. Client will be advised promptly of all significant facts and developments in the matter so that Client may manage the matter effectively and make informed decisions about strategy, tactics, scheduling, and so forth. The Xpert shall discuss all significant issues of strategy and tactics with Client before implementation. The Xpert is expected to exercise independent professional judgment, but to implement the decisions of Client.

3. Scope of Representation

The Xpert has been engaged by Client initially in connection with the services identified on our webpage where these Terms can also be found. These Terms apply to the Xpert’s representation of the Client in that matter, as well as any other matters assigned to the Xpert by the Client. The Xpert represents that, with respect to all matters on which it agrees to render consulting services to Client, it is competent and available to handle such matters. If the Xpert feels that a third parts specialist (f.e. attorney, translation service, trustee etc.) needs to be called to the table the Client will be informed.

4. Term of Representation: The consultant-client relationship between the Xpert and the Client will continue until such time as it is terminated by either party in accordance with the these Terms. Subject to any applicable ethical requirements, (a) the Xpert and the Client may mutually agree to terminate  the Xpert’s representation of the Client at any time, (b) the Client may terminate the Xpert’s representation upon notice of 7 days to the Xpert given at any time and for any reason, and (c) the Xpert may terminate its representation of the Client upon notice given to the Client if the Client fails to pay the Xpert’s fees and expenses in a timely manner, or if the Client otherwise fails or refuses to provide information to or cooperate with the Xpert to the extent necessary to enable the Xpert to provide effective representation to Client. The Client will be responsible for the Xpert’s fees and expenses accrued through the termination of the Xpert’s representation of the Client.

5. Calculation of Fees

Unless the Xpert and the Client agree to an alternate basis for calculation of fees the client will prepay the estimated work to the account of the Xpert.

The Xpert shall send a bill and clearly identify each person performing services (i.e.time-keepers) in conjunction with each entry, record the time expended by each time-keeper separately, state the amount of time expended by each time-keeper daily (and, within each day, broken down by task where more than one project or task was worked upon within the same day), and describe the services performed in sufficient detail to readily allow the Client to determine the necessity for and reasonableness of the time expended. In addition to the Xpert’s fees, the Client will pay the actual, reasonable cost of long distance telephone calls, computerized research, telecopy transmission, overnight or expedited delivery, couriers, photocopying, postage, filing fees, travel, and other expenses incurred (including amounts paid or payable to third parties hired on behalf of the Client) in the course of the Xpert’s representation of the Client.

6. Third Parties

If it becomes necessary for the Xpert to hire third parties for or on behalf of Client, the Xpert may elect to pay the third party and include that charge as part of its bill, or it may require the Client to pay the third party directly. In either case, the Client is ultimately responsible for payments to such third parties. The Xpert recognizes that it is incumbent upon it to allocate its own time and resources efficiently in order to avoid where possible unnecessary expenses, and agrees to not charge expenses items that normally would or should be included in the Xpert’s general overhead. All bills are due and payable in advance.

7. Advance Fee (Retainer) Payment

If an advance payment against fees (sometimes called a “retainer”) has been paid to the Xpert, it will be held in Xpert’s attorney trust account and applied to the Xpert’s bills, both fees and expenses, as earned by the Xpert in accordance with these Standard Terms of Engagement.

Payment of the retainer does not relieve the Xpert of the obligation to provide detailed bills and itemized expenses, or to obtain advance Client approval in any situation required by these Standard Terms of Engagement. In the event of a dispute as to any amount paid from the retainer, the Xpert shall retain the disputed amount in trust until the dispute is finally resolved.

8. Estimates and Budgets.

Under certain circumstances, for matters being handled on the basis if hourly billing, the Client may request the Xpert to prepare an estimate or budget of the likely fees and expenses to be incurred in connection with the matter. Given the variable nature of most matters, it is difficult to predict with accuracy the amount of expense that may be incurred, and any estimate or budget provided by the Xpert is intended only as a guide. If the Xpert obtains information indicating that an estimate or budget previously provided by it may be materially exceeded, the Xpert will endeavor to promptly notify the Client of that fact, and will provide an updated estimate or budget which incorporates the impact of the new information.

9. Ownership of Work Product and Confidentiality

The Xpert owns the copyright and other intellectual property rights associated with the documents or other work product that it prepares in the course of the representation of the Client, subject to the Client’s right to use such documents and work product for the purpose for which it was prepared or supplied. Notwithstanding the foregoing, the Xpert does not own any original documents or materials furnished to it by Client, original documents and materials, such as executed contracts and corporate records, which the Xpert prepares for Client, or any other documents and materials which affect the Client’s rights or the exercise of those rights. Except as required under the applicable Rules of Professional Conduct, and unless authorized by the Client or as necessary to carry out the Client’s instructions, the Xpert will not communicate to any third party any confidential information concerning the Client’s matters and will, where appropriate, assert professional privilege on the

Client’s behalf.

10. Marketing Matters

The Xpert has a public web site that identifies some of its clients and publicly disclosed transactions and other matters handled by the Xpert. In addition, the Xpert develops various marketing, advertising and informational materials from time to time that contain similar information. Client agrees that the Xpert may publicly identify it as a client of the Xpert and include Client’s name and logos, and non-confidential information about the transactions and other matters the Xpert has handled for it, on the Xpert’s web site and in its other marketing, advertising and informational materials. Client may withdraw this consent, in whole or in part, at any time by notifying the Xpert in writing.

11. Return of Documents; Storage

Upon termination of an engagement, all papers, documents and other materials supplied by the Client to the Xpert in connection with that engagement will be returned to Client upon request. For various reasons, including the need to avoid unnecessary storage expenses, the Xpert reserves the right to destroy or otherwise dispose of documents and other materials in the file within a reasonable time after termination of an engagement. Except as required by law and applicable Rules of Professional Conduct, the Xpert will have no obligation to retain files relating to the Xpert’s engagement beyond a reasonable period of time sufficient to permit Client to request documents from the Xpert.

12. Disputes.

While the Xpert is hopeful that Client will be fully satisfied with the services provided and fees charged, in the event that there is any dispute regarding the fees and charges of the Xpert that cannot be resolved through mutual discussion and agreement, such disputes shall be referred to binding arbitration through the Court of Reykjaness, Iceland. (Héraðsdómur Reykjaness)

VERSION 1.2 DATE: 10.09.2014