A. Who the Lawyers Are

Norris Echetebu Limited is doing business as Norris Echetebu Law. We are an affiliate of The Norris Law Firm of Houston, Texas. Unless otherwise stated, attorneys of Norris Echetebu Law are not qualified New Zealand lawyers or lawyers of any other jurisdiction other than the United States, and are only authorized to practice law to the extent allowed by law by each lawyer’s licensing jurisdiction. In addition, the firm’s lawyers are subject to the rules of the regulatory body with whom they are admitted. All references in these terms and agreements to “Lawyer”, “Attorney”, “Norris Echetebu Law”, “NEL”, “The Norris Law Firm”, or “the Firm” should be read as referring to Norris Echetebu Limited and its affiliated lawyers, firms or businesses.

THEREFORE, you engage Norris Echetebu Limited under the following Terms and Conditions.

B. Parties

1. Norris Echetebu Limited (referred to as “the Lawyer” or “Lawyer”).

2. You (hereinafter referred to as “the Client” or “Client”).

C. Terms of Engagement

These terms of engagement will apply except where the Lawyer agrees otherwise with the Client in writing

1. Service

1.1 The services the Lawyer provides to the Client are outlined in our Engagement Letter. The scope of the Lawyer’s engagement, and the Attorney-Client relationship, shall be STRICTLY limited to those services as outlined in the Engagement Letter to which these terms are attached as an Exhibit. Any additional service which are requested by the Client which are not within the scope of engagement outlined in the Engagement Letter will be (1) subject to an additional Engagement Letter and shall not be rendered to the Client unless the Client has consented to any additional fees and the change in scope of service in the additional Engagement Letter; or (2) accepted upon specific written instruction from Client and performed at Lawyer’s hourly rate as stated in the Engagement Letter. If Client provides written or oral instructions to Lawyer which are not the subject of an executed Engagement Letter, and Lawyer agrees to undertake and perform those instructions without an Engagement Letter, Client agrees to be bound by the Terms and Conditions stated herein and shall be billed at Lawyer’s standard hourly rate on the date of the instruction. If the Client requires the Lawyer to represent the Client in a foreign jurisdiction, either through the Lawyer’s attorneys or through counsel within whom the Lawyer associates, the representation will be limited solely to the matter stated in the Engagement Letter. However, the Lawyer shall be authorized by the Client’s acceptance of the Engagement Letter to perform all legal matters required by the representation, including any written submissions to the court, discovery proceedings, hearings, trials, appeals, enforcement or collection procedures, administrative procedures, investigation or research, whether conducted by the Lawyer, an associated counsel, or a supervised third party.

1.2 Services Arranged by Third Parties. Client expressly acknowledges that where business organization services have been arranged with Lawyer by a third party, such as an accounting firm or any other third party offering an incorporation package, at Client’s request or on Client’s behalf, Lawyer is not providing advice to Client regarding the propriety, legal and tax ramifications, or legal advisability of the recommendations provided by the third party to Client. Should Client wish to obtain Lawyer’s opinion and advice regarding the proper state for incorporation, the proper business form, the proper ownership structure, the proper international structure, or any other matter underlying Client’s decision to organize a business entity in the United States, Client must specifically engage Lawyer for those services. The information and advice provided by any third party is not the legal advice of Lawyer. Lawyer will not be liable for any claims, damages, expenses, or tax consequences, either directly or indirectly arising from or otherwise resulting from execution of the business organization instructions presented to Lawyer either from Client or as requested from Client’s designated third party

1.3 Updates to Opinions Rendered Unless otherwise agreed with the Client in writing or in a format reproducable in writing, Lawyer does not undertake to amend or update any information, opinions, or documents provided to or prepared for Client after performance of an assignment due to amendment to or revocation of legal acts, development of case law, or due to apparent or actual changes in any other circumstances.

2. Financial

2.1 Fees:

a) The fees the Lawyer will charge or the manner in which they will be arrived at, are set out in our Engagement Letter. We generally request an initial retainer fee as advance payment for fees depending on our assessment of the work to be performed and the expenses expected to be incurred. Once the retainer is received by us, we shall bill against it for the work we perform pursuant to the services authorized by the Engagement Letter. Once such services have been performed or such expenses incurred, the billed portion of the retainer becomes non-refundable. If you terminate our services prior to the completion of our work, or should our fees and expenses amount to less than the amount received as a retainer, we will return the unused and unbilled portion of the retainer to you.

b) If the Engagement Letter specifies a fixed fee, the Lawyer will charge this for the agreed scope of the Lawyer’s services. Work which falls outside the scope will be charged on an hourly rate basis. The Lawyer will advise the Client as soon as reasonably practicable if it becomes necessary to provide services outside the agreed scope and, if requested, give the Client an estimate of the likely amount of the further costs. A flat fee is earned upon Lawyer’s performance of a substantial amount of work under the engagement.

1. If you have hired us to perform an assessment of your US immigration eligibility or a consultation regarding the same, the fee shall become earned upon our forwarding of an immigration questionnaire to you for your case. If no questionnaire is forwarded, the fee shall be earned upon the initiation of our consultation with you.

2. If we have agreed to perform a US Immigration case or any other legal work on a flat fee, the fee shall be paid in full before we turn over the work to you or file your immigration application/petition with the applicable government entity.

c) Some fees are charged under a non-refundable retainer fee, as specifically designated the Engagement Letter. This is a hybrid fee which guarantees the Client a set number of hours of work from Lawyer at the rate stated in the Engagement Letter in relation to the scope of services stated in the Engagement Letter. However, the non-refundable retainer fee also remunerates Lawyer for the loss of the opportunity to accept other employment which is incurred when the Lawyer becomes obligated to work for the Client when engaged.

d) For flat fee consultation charges, if Client cancels an appointment in less than 24 hours’ notice or fails to attend the appointment, Client shall be charged half of the consultation fee. Client may reschedule the appointment or cancel the engagement and Attorney will return the remainder of the fee.

e) Where legal fees are calculated on an hourly basis, the hourly rates are set out in the Engagement Letter. The differences in those rates reflect the experience and specialisation of the Lawyer’s professional staff. Time spent is recorded in 6 (six) minute units, with time rounded up to the next unit of 6 (six) minutes

f) We accept payment in both the United States and in New Zealand, provided as follows: For fees quoted in NZD, but paid in USD, the fees shall be either: (1) paid on the exchange rate provide pursuant to Paragraph 2.5 below, or (2) the fees shall be recalculated at our US hourly rate (at Client’s option).

2.2 Disbursements and Expenses: We bill for out-of-pocket expenses, and also bill an administrative expense charge per invoice to cover long distance charges, routine copy and printing costs, and similar office expenses. In providing services the Lawyer may incur disbursements or have to make payments to third parties on the Client’s behalf. These will be included in the invoice to the Client when the expense is incurred. The Lawyer may require an advance payment for the disbursements or expenses which will be incurred on the Client’s behalf

2.3 General Sales Tax (“GST”) In jurisdictions were GST collection and payment is required by law, our hourly fees do not include GST. GST shall be payable by Client on the Lawyer’s fees, expenses and disbursement and shall be invoiced to Client as a separate line-item in the Client’s invoice.

2.4 Invoices: The Client will be sent interim invoices, usually monthly and on completion of the matter, or termination of the Lawyer’s engagement. The Lawyer may also send the Client an invoice when the Lawyer incurs a significant expense. Any disputes regarding the invoiced amounts must be made by the Client in writing within seven (7) days of receipt of the invoice. Barring any dispute after the seven (7) day period, the invoice will be deemed as accurate, correct, and reflective of the actual amounts due to be paid by the Client to the Lawyer. If at any time where the Client does not have a good-faith basis for disputing the amount due on the invoice, the Client agrees that this constitutes a material breach of this agreement if the Client makes a clear and unambiguous statement that the Client does not intend on paying the invoice. The Client agrees that failure to pay an invoice within ninety (90) days of the invoice’s presentation to the Client shall constitute a material breach of this agreement. The Client also agrees that a material breach of this nature will entitle the Lawyer to the recovery of liquidated damages in the amount stated in the unpaid invoice, plus interest as provided herein. Client further agrees to grant Lawyer a security interest in all Client’s personal property and fixtures to secure the payment of any invoice left unpaid after ninety (90) days. This section shall survive termination of this agreement.

2.5 Payment: Invoices are payable within seven (7) days of the date of the invoice, unless alternative arrangements have been made with us or a written dispute over the invoice has been submitted by the Client. The Lawyer may require interest to be paid on any amount which is more than seven (7) days overdue. Interest on the outstanding balance will be calculated at the rate of five percent (5%) above our firm’s main trading bank’s interest fixed interest rate for a standard personal loan at the close of business on the date the payment became due, charged per annum, or the highest rate allowed by applicable law. This section shall survive the termination of this agreement.

2.6 Exchange Rate: The nature of our practice generally requires that we enter into transactions in the United States on the Client’s behalf, such as for the payment of fees or the incursion of case/project related expenses. Further, Clients may opt to pay our US bank account in US dollars for invoices charged in New Zealand dollars. As such, in order to avoid unfair exposure to currency valuation fluctuations and to take into account the expenses we incur for exchanging and transferring money in connection with these transactions and invoice payments, we use a higher exchange rate than the bank to bank exchange rates. Accordingly, Client and Lawyer agree to use the exchange rate used by ANZ Bank New Zealand Limited for Buying International Money Transfers on the date the transaction occurs or the bill is invoiced.

2.7 Security: The Lawyer may ask the Client to pre-pay amounts to us, or to provide security for our fees and expenses. The Client authorises us:

2.7.1 To debit against amounts pre-paid by the Client; and

2.7.2 To deduct from any funds held on the Client’s behalf in the Lawyer’s bank account any fees, expenses, or disbursements for which the Lawyer has provided an invoice.

2.8 Third Parties: Although the Client may expect to be reimbursed by a third party for legal fees and expenses, and although the Lawyer’s invoice may at the Client’s request or with the Client’s approval be directed to a third party, nevertheless the Client remains responsible for payment to the Lawyer if the third party fails to pay Lawyer

2.9 Costs of Collection: Client agrees that if Client does not pay any invoice within seven (7) days of its due date, Lawyer shall be entitled to recover, in addition to the amount stated on the invoice, all costs of collection (including Lawyer’s own time at Lawyer’s regular hourly rate), late payment interest fees, attorney’s fees, costs of court, and any other cost reasonably related to the collection of payment from Client. The subsection survives termination of this Agreement.

2.10 Stop Work: Should Client’s account become overdue by more than fourteen (14) days, Lawyer may immediately stop work on Client’s legal matter. Lawyer shall not be liable for any damages incurred by Client as a result of any cessation in work under this provision.

2.11 Liability for Payment: Each Client named in this agreement is jointly and severally liable to us under this agreement. If a Client is a company, then each person who signs this agreement on the company’s behalf (or otherwise initiates Lawyer’s services through an accepted oral or written instruction not subject to an Engagement Letter) acknowledges that he or she has asked us to supply services to the company, and, in consideration of us supplying services to that company, agrees: (1) to guarantee the company’s payment to us of all money it (from time to time) owes, (2) that he or she can be treated by us as a principal debtor for that money, and (3) to indemnify us against all costs, losses, and liabilities we incur or suffer because the company fails to pay us that money. The subsection survives termination of this Agreement

3. Confidentiality and Intellectual Property

3.1 The Lawyer will hold in confidence all information concerning the Client or the Client’s affairs that the Lawyer acquires during the course of acting for the Client. The Lawyer will not disclose any of this information to any other person except:

a) To the extent necessary or desirable to enable the Lawyer to carry out the Client’s instructions; or

b) To the extent required by the law of New Zealand, the United States and/or the State of Texas; and of the jurisdiction in which the Lawyer is rendering legal services, by the New Zealand Law Society’s Rules of Conduct and Client Care for Lawyers, and by the Texas Disciplinary Rules of Professional Conduct.

3.2 Confidential information concerning the Client will as far as practicable be made available only to those within the Lawyer’s firm who are providing legal services for the Client.

3.3 The Lawyer will not disclose to the Client confidential information which the Lawyer has in relation to any other Client.

3.4 The Lawyer reserves the right to list the Client on its website as a “representative Client” and to disclose publicly the fact of the Lawyer’s representation of the Client. Such disclosure will be made under the confidentiality protections above. Should the Client wish to not be disclosed as a representative Client, Client must inform Lawyer in writing.

3.5 Copyright and other intellectual property rights in all attorney work product generated in the course of the assignments by the Lawyer belong to the Lawyer. However, the Client has the right to use such attorney work product for the purposes for which they are provided.

4. Term, Effective Date, and Termination

4.1 The legal services and quoted legal fees in the Lawyer’s Engagement Letter are an offer to enter into a contract. Unless otherwise agreed by Lawyer, this offer shall expire and become null and void if Client does not execute the engagement letter, return the executed version to Lawyer, and pay any advanced or upfront fees within 30 days of the date of the Engagement Letter. Should the Engagement Letter expire, Lawyer shall have the right to refuse the engagement or require different terms for the engagement (such as increased hourly fees or advanced payment amount)

4.2 Effective Date. There shall be no Attorney-Client relationship or Agreement until the Client returns an executed Engagement Letter to attorney and pays any Advanced Fees/Retainer Fees requested in the Engagement letter.

4.3 The Client may terminate the Lawyer’s services at any time by providing written notice. If Client elects to terminate this engagement prior to conclusion of the matter, or if Lawyer elects to withdraw, Client is responsible for paying Lawyer’s attorneys fees and expenses accrued through the effective date of the termination

4.4 The Lawyer may terminate its representation of the Client pursuant to the Texas Disciplinary Rules of Professional Conduct. Client must cooperate with Lawyer. Client’s failure to cooperate, failure to timely pay Lawyer, and/or attempt to place an undue financial burden on Lawyer shall be reasons for immediate termination by Lawyer.

4.5 If the Client terminates the Lawyer’s representation hereunder, Client must pay Lawyer all fees due up to the date of termination and all expenses incurred up to that date.

5. Retention of files and documents

5.1 The Lawyer utilizes a cloud computing solution to store all firm and Client documents. The storage solution currently used by Lawyer is Dropbox. As an added measure of protection against theft, loss, or disclosure of any and all documentation and information stored on Dropbox, Lawyer employs encryption software, which encrypts each document prior to storage on the cloud, and which cannot be unencrypted without authorization of Lawyer.

5.2 Upon Clients written request, Lawyer will remove Clients documents and information from Lawyer’s encrypted cloud storage and place it on a local secured hard drive.

5.3 The Client authorises Lawyer (without further reference to the Client) to destroy all files and documents for this matter (other than any documents that the Lawyer holds in safe custody for the Client) seven (7) years after the Lawyer’s engagement ends, or earlier if the Lawyer has converted those files and documents to an electronic format.

6. Conflicts of Interest

6.1 The Lawyer has procedures in place to identify and respond to conflicts of interest. If a conflict of interest arises, the Lawyer will advise the Client of this and follow the requirements and procedures set out in the Texas Disciplinary Rules of Professional Conduct, or the applicable professional rules of the jurisdiction applicable to the Lawyer’s representation of the Client.

6.2 Client acknowledges that Lawyer represents many other companies and individuals. Client agrees that Lawyer may continue to represent or may undertake in the future to represent existing or new clients in any matter that is not substantially related to Lawyer’s work for Client, eve if the interests of such clients in those other matters may be directly or indirectly adverse to you. Lawyer agrees, however, that Client’s prospective consent to conflicting representation contained in the preceding sentence shall not apply in any instance where, as a result of Lawyer’s representation of Client, Lawyer has obtained proprietary or other confidential information of a non-public nature, that, if known to such other client, could be used in any such other matter by such client to Client’s material disadvantage.

7. Duty of Care

7.1 Lawyer’s duty of care is to the Client and not to any other person. Before any other person may rely on the Lawyer’s advice, the Lawyer must expressly agree to such reliance by a third person

7.2 While the Lawyer will use reasonable professional care in the provision of legal services to the Client, a successful outcome is not guaranteed. Past success in similar cases does not imply that a similar outcome will result in a successive case. Further, the outcome of petitions, applications, and/or other requests to the governments of the United States or any individual state are not guaranteed to result in the Client’s favour.

8. Advanced Payment Accounts

8.1 For New Zealand Clientele, the Lawyer maintains a separate bank account in New Zealand for all funds which the Lawyer receives from Clients (except money received for payment of Lawyer’s invoices). As Lawyer is not a licensed New Zealand Lawyer, this account is not regulated under the Lawyers and Conveyancers Act (Trust Account) Regulations of 2008. The Lawyer shall charge these funds for any fees incurred by Client under the legal engagement. Client agrees that all fees held by Lawyer are held by Lawyer in trust, that payment by Client of advanced fees to Lawyer creates a trust wherein the Lawyer is the trustee of the funds held in the Lawyer’s New Zealand advanced payment account, and that the advance fee payment held in the above-referenced account is not Lawyer’s property until fees are earned by Lawyer or expenses are incurred by Lawyer on Client’s behalf under the work authorized by the executed Engagement Letter’s instructions or by Client’s express instructions and the money is paid out of the account into Lawyer’s operating account as earned fees.

8.2 For US Clientele, the Lawyer maintains a trust account for all funds which the Lawyer receives from Clients (except money received for payment of Lawyer’s invoices). This Trust Account is an IOLTA account kept pursuant to Texas law governing attorney trust accounts. All interest collected on this account is transferred by law to the State Bar of Texas for the provision of legal services to indigent Clients. The Lawyer does not collect the interest and does not charge the Client for the handling of this account.

9. Banking Fees

9.1 NEL is not a bank. Because the nature of NEL’s legal services practice is international, this often requires the transfer of money internationally. All such transfers incur transaction costs and bank fees which are the Client’s responsibility and will be invoiced to the Client.

9.2 Credit Card processing fees. While NEL prefers to accept cash payment, NEL will occasionally accept credit card payments through PayPal. However, any fees incurred as a result of Client’s wish to pay by credit card will be added to Client’s invoice and is payable by Client. This means, for example, that a payment of $1,000.00 will only reduce the principal amount due on the invoice by $960.00, as $40.00 in credit card processing fees are charged by PayPal on this transaction. Actual processing fees may very pursuant to PayPal’s Terms and Conditions. NEL shall only charge the Client the actual amount charged to NEL by PayPal for the transaction.

10. Miscellaneous Terms

10.1 The Lawyer reserves to change these terms from time to time, in which case the Lawyer will send the Client the amended terms.

10.2 In the event that any of the terms or provisions of this Agreement are declared invalid or unenforceable by any Court of competent jurisdiction or any regulatory entity having jurisdiction over the subject matter of this Agreement, the remaining terms and provisions that are not affected thereby shall remain in full force and effect. In the event that any of the terms or provisions of this Agreement are so declared invalid or unenforceable, the Parties will promptly meet to negotiate substitute terms and provisions for those declared invalid.

10.3 Our relationship with the Client is governed by the laws of the State of Texas, USA. Further, these terms and this agreement shall be governed by the laws of the State of Texas. Further, Lawyer and Client agree to submit to the jurisdiction of the Courts of the State of Texas or of the Courts of New Zealand for any and all claims, disputes, and/or actions arising directly or indirectly from this Agreement or the corresponding attorney-client relationship, and either party may bring suit in either jurisdiction.

10.4 Client represent to Attorneys that it is not presently filing, nor contemplating filing, for protection under the United States Bankruptcy Code or the New Zealand Insolvency Act of 2006. Client agrees that in the event it files a petition in bankruptcy, Attorneys will be promptly notified of any such event and that legal representations undertaken and covered by this Agreement will be properly scheduled as an asset by the Client in accordance with the Bankruptcy Code and its rules of procedure, if applicable. Because a bankruptcy filing by Client could require Attorneys to engage special counsel or to otherwise perform legal services in addition to those services for which Attorneys were retained under this Agreement (e.g. special retentions by Client or Trustee; issues relating to waiver of privilege and assumption of executory contracts; application and payment of attorneys’ fees and approval of settlements; etc.), Client agrees that Attorneys shall be fully reimbursed by Client for the costs incurred for these extra services. Client expressly consents to Attorneys retaining such other special counsel and/or incurring such costs as reasonably necessary to address additional matters in bankruptcy as raised herein and such retention shall be considered an expense under herein.

10.5 This Agreement constitutes the sole and only Agreement of the parties hereto and supersedes any prior understandings or written or oral agreement between the parties respecting the within subject matter.

10.6 Any clause or provision within this Agreement which by its terms concerns matters which take place after the termination of this Agreement, shall be deemed to survive the termination of this Agreement. The specific statement of survival past termination within a clause does not exclude the survivability of other clauses without a specific statement of survival.

10.7 Under Texas law, attorneys are required to provide the following notice of the State Bar’s grievance procedures:

The State Bar of Texas investigates and prosecutes professional misconduct committed by Texas attorneys. Although not every complaint against or dispute with a Lawyer involves professional misconduct, the State Bar Office of General Counsel will provide information about how to file a complaint. For more information, please call +1-800-932-1900.

You can find additional information at the State Bar website at www.texasbar.com.