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 Mjollnir GmbH otherwise. In the event that the Mjollnir GmbH cannot ethically represent individuals in addition to Client due to a conflict of interest or other ethical impediment, the Mjollnir GmbH shall advise Client of that fact immediately. To the extent that any other ethical impediment, real or potential, ever arises, the Mjollnir GmbH 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 Mjollnir GmbH’s continued representation of a party if required under the applicable Rules of Professional Conduct).

2. Staffing and Matter Management

The consultant within the Mjollnir GmbH who is primarily responsible for providing services to the Client is Daniel K. Johnson (the “Lead consultant”). If other consultants within the Mjollnir GmbH 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 Mjollnir GmbH 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 Mjollnir GmbH shall discuss all significant issues of strategy and tactics with Client before implementation. The Mjollnir GmbH is expected to exercise independent professional judgment, but to implement the decisions of Client.

3. Scope of Representation

The Mjollnir GmbH 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 Mjollnir GmbH’s representation of the Client in that matter, as well as any other matters assigned to the Mjollnir GmbH by the Client. The Mjollnir GmbH 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 Mjollnir GmbH 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 Mjollnir GmbH 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 Mjollnir GmbH and the Client may mutually agree to terminate  the Mjollnir GmbH’s representation of the Client at any time, (b) the Client may terminate the Mjollnir GmbH’s representation upon notice of 7 days to the Mjollnir GmbH given at any time and for any reason, and (c) the Mjollnir GmbH may terminate its representation of the Client upon notice given to the Client if the Client fails to pay the Mjollnir GmbH’s fees and expenses in a timely manner, or if the Client otherwise fails or refuses to provide information to or cooperate with the Mjollnir GmbH to the extent necessary to enable the Mjollnir GmbH to provide effective representation to Client. The Client will be responsible for the Mjollnir GmbH’s fees and expenses accrued through the termination of the Mjollnir GmbH’s representation of the Client.

5. Calculation of Fees

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

The Mjollnir GmbH 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 Mjollnir GmbH’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 Mjollnir GmbH’s representation of the Client.

6. Third Parties

If it becomes necessary for the Mjollnir GmbH to hire third parties for or on behalf of Client, the Mjollnir GmbH 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 Mjollnir GmbH 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 Mjollnir GmbH’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 Mjollnir GmbH, it will be held in Mjollnir GmbH’s attorney trust account and applied to the Mjollnir GmbH’s bills, both fees and expenses, as earned by the Mjollnir GmbH in accordance with these Standard Terms of Engagement.

Payment of the retainer does not relieve the Mjollnir GmbH 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 Mjollnir GmbH 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 Mjollnir GmbH 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 Mjollnir GmbH is intended only as a guide. If the Mjollnir GmbH obtains information indicating that an estimate or budget previously provided by it may be materially exceeded, the Mjollnir GmbH 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 Mjollnir GmbH 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 Mjollnir GmbH 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 Mjollnir GmbH 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 Mjollnir GmbH 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 Mjollnir GmbH has a public web site that identifies some of its clients and publicly disclosed transactions and other matters handled by the Mjollnir GmbH. In addition, the Mjollnir GmbH develops various marketing, advertising and informational materials from time to time that contain similar information. Client agrees that the Mjollnir GmbH may publicly identify it as a client of the Mjollnir GmbH and include Client’s name and logos, and non-confidential information about the transactions and other matters the Mjollnir GmbH has handled for it, on the Mjollnir GmbH’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 Mjollnir GmbH in writing.

11. Return of Documents; Storage

Upon termination of an engagement, all papers, documents and other materials supplied by the Client to the Mjollnir GmbH in connection with that engagement will be returned to Client upon request. For various reasons, including the need to avoid unnecessary storage expenses, the Mjollnir GmbH 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 Mjollnir GmbH will have no obligation to retain files relating to the Mjollnir GmbH’s engagement beyond a reasonable period of time sufficient to permit Client to request documents from the Mjollnir GmbH.

12. Disputes.

While the Mjollnir GmbH 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 Mjollnir GmbH that cannot be resolved through mutual discussion and agreement, such disputes shall be referred to binding arbitration through the Court of Zug, Switzerland.

Version 1.0 DATE: 01.01.2020