年法律顾问协议-英文版.doc

CONTRACT FOR ENGAGEMENT OF LEGAL COUNSEL

Party A: x
ID Number/Business License Number: Legal representative:
Telephone: Fax: Postal Code:
Address: x

Party B: Shanghai Xxx Law Firm
Telephone: x Fax: x8 Postal Code: xxx
Address: xi

In order to develop business and to protect Party A’s own interests, Party A hereby, in accordance with the relevant provisions of the Contract Law and the Lawyer Law of the People’s Republic of China, engages Party B to act as its legal counsel and provide legal services throughout the year. Based on the principles of good faith and through consultation, both parties agree as follows:
Article 1 Entrusted Matters
(A) Party A, as required by work, proposes to engage Party B to act as its legal counsel and provide legal services throughout the year. Party B accepts Party A's entrustment and agrees and assigns a legal service team with Dong Dongdong and Xie Turui as core members to provide legal counseling services to Party A;
(B) In view of the corporate feature and investment structure of Party A, all legal counseling matters involved in the day-to-day operation of Changzhou Rexnord Transmission Equipment Co., Ltd., Rexnord Conveying Equipment (Wuxi) Co., Ltd., and Rexnord Power Transmission Products (Taicang) Co., Ltd. managed by Party A are matters entrusted by Party A under this contract. Party B accepts Party A's entrustment of such matters and will not charge additional counseling fees throughout the year in connection with such matters.
Article 2 Scope of Party B’s Services
(A) Providing legal counseling and legal advices on major business decisions of Party A;
(B) Reviewing legal documents for Party A and providing review comments, and as entrusted by Party A, preparing legal instruments or providing legal witnessing;
(C) Providing legal counseling on business planning of Party A, and assisting Party A with drafting and formulating internal compliance system of important projects;
(D) Providing Party A with legal information, as well as schemes and solutions;
(E) As required by Party A, participating in senior management meetings, corporate planning, and business negotiations of Party A, conducting legal analyses and argumentations, handling credit investigations, feasibility studies, risk predictions, project investment argumentations and other non-litigation legal matters;
(F) Providing legal advocacy, education, and training to employees of Party A;
(G) Assisting Party B to form a labor contract, personnel management system, corporate internal rules and regulations, contract management system; answering Party B’s problems of the labor law and assisting Party B to handle labor disputes;
(H) Accepting Party A's entrustment and acting as Party A's agent in litigations and arbitrations of economic, civil, intellectual property, labor, administrative, criminal and other natures;
(I) Upon special authorization by Party A, signing, serving or receiving legal instruments.
Article 3 Obligations of Party B
(A) Lawyers of Party B shall diligently and dutifully complete the legal work set out in Article 2; shall do their best to safeguard the interests of Party A;
(B) Lawyers of Party B shall, after entrusted by Party A and receiving documents provided by Party A, complete timely the entrusted matters, listen regularly to the views of Party A, and as required by Party A, inform Party A of the work process;
(C) Lawyers of Party B shall not, during serving as legal counsels, provide individual employee of Party A with any advice unfavorable to Party A;
(D) Lawyers of Party B shall be liable for the legitimacy of the legal advices provided by themselves;
(E) Lawyers of Party B shall keep confidential Party A's trade secrets which they become aware of, and may not disclose such secrets to any third party, unless required by law or court order, or consented by Party A;
(F) Lawyers of Party B shall not simultaneously act as legal counsels or agents of both Party A and any of Party A’s counterparties who are in conflict of interest with Party A, unless entrusted jointly by Party A and Party A’s counterpart who is not in conflict of interest with Party A;
(G) Party B shall file separately for Party A’s matter and keep complete work records. In handling specific legal matters, Party B shall ensure that each matter has its separate file and each case has its roll and shall keep properly original evidences, legal documents and properties involving Party A;
(H) As required by projects, Party B may add or arrange other lawyers of Party B to assist in providing legal services related to the projects; in case of traffic accident, disease, force majeure and other special events occurring to the lawyers assigned by Party B, Party B may designate other lawyers continue to act as Party A’s legal counsel.
Article 4 Obligations of Party A
(A) Party A shall completely, objectively and timely provide Party B with all the facts, documents, and information related to legal matters set out in Article 2 and shall bear the adverse consequences arising from a violation of this provision;
(B) Requests from Party A to Party B shall be clear, reasonable and lawful, and Party A may not require Party B to provide Party A with services in violation of law, regulation, court order or public morality, or harming public interests or the legitimate rights and interests of others;
(C) When entrusting Party B with a case of litigation or arbitration, Party A shall enter into a separate agency agreement with Party B and issue a power of attorney in connection with such case;
(D) Party A is obligated to make independent judgments and decisions in connection with entrusted matters, and Party B shall respect such independent judgments and decisions made by Party A; if there is no clear evidence indicating that Party A has made decisions based on the legal advices provided by Party B, Party A shall itself bear all losses arising from such decisions;
(E) Party A designates Betty as liaison of Rexnord Industries Enterprise Management (Shanghai) Co., Ltd. with lawyers of Party B, as liaison of Changzhou Rexnord Transmission Equipment Co., Ltd. with lawyers of Party B, as liaison of Rexnord Conveying Equipment (Wuxi) Co., Ltd. with lawyers of Party B, and as liaison of Rexnord Power Transmission Products (Taicang) Co., Ltd. with lawyers of Party B;
(F) Designated liaisons are responsible for conveying instructions and requests of Party A and companies managed by Party A and providing evidences and facts, etc.; if Party A replaces any liaison, Party A shall notify lawyers of Party B in writing. Party B designates Lawyer Xie Turui as its direct liaison, who is to contact directly with designated liaisons of Party A.
(G) Party A shall pay Party B attorney fees and working expenses in such amounts and at such times as specified in this contract.
Article 5 Way of Working
(A) Party B shall provide Party A with effective service of not more than 200 hours per year, and on the first day of per calendar month, send to Party A the list of works last month, which is to be confirmed by Party A;
(B) Party B provides legal services to Party A at the office of Party B, but in case of a major legal matter or emergency or when it is deemed necessary by Party A, Party B may, as required by Party A , timely handle the legal matter at the designated and agreed place;
(C) Party B shall timely handle and complete legal matters entrusted by Party A, and Party A shall give at least 2 working days notice to Party B except for major and emergent matters.
Article 6 Remuneration
(A) Party A shall pay Party B remuneration according to the following:
① counseling fees RMB 200,000 per year (in words: RMB two hundred thousand);
② paying method: Party A shall transfer at one time the above amount to the account designated by Party B within 10 days after this contract comes into force, and Party B shall issue an invoice to Party A after receiving such payment.
③ services exceeding the hours specified in ① of this Article shall be charged at RMB 1,200 per hour. Party B shall calculate once a month and demand payment from Party A by sending a demand letter to Party A. Party A shall transfer the relevant amount to the account designated by Party B within 10 days after receiving such demand letter. Party B shall issue an invoice to Party A after receiving such payment.
④ the account designated by Party B is as follows:
Account Holder:x
Account Number:x
Opening Bank: x
(B) Separate charges:
① attorney fees shall be charged in appropriate proportion to the value of subject matter of dispute for cases of litigation or arbitration set out in (H) of Article 2 of this contract.
② During the term of this contract, a separate agency agreement shall be entered into for Party A’s entrusting Party B with matters in the following areas (including but not limited to):
project financing, asset restructuring, merger and acquisition, company listing, patent and trademark applications and other services which need Party B to be responsible for preparing and submitting relevant documents, to participate in negotiations from start to finish, to give legal opinions, and so on.
Article 7 Remote-handling Costs and Third Party Charges
(A) Party A shall prepay remote-handling costs, namely travel expenses, board and lodging expenses, communication costs, translation fees, and other fees, expenses or costs incurred by Party B during handling matters in outer suburbs of Shanghai or beyond Shanghai, and Party B shall timely settle with Party A according to valid bills after completing the matters.
(B) The following third party charges shall directly paid by Party A, or firs prepaid by Party A to lawyers of Party B than paid by lawyers of Party B on behalf of Party A (including but not limited to): appraisal fees, inspection fees, assessment fees, notary fees, archives-searching fees, translation fees, litigation fees, arbitration fees and other fees charged by professional advisers and other authorities.
Article 8 Rescission of Contract
(A) Except as provided in this contract, any modification to or rescission of this contract (including but not limited to entrusted matters, attorney fees, principals, etc.) is subject to mutual agreement of both parties and need separate modification or rescission agreement signed by both parties;
(B) if represented matters increases significantly due to Party A’s entrusting additional matters, Party B is entitled to charge additional attorney fees, and Party A shall reasonably pay additional attorney fees; if no agreement is reached in connection with additional attorney fees, Party B is entitled to provide services within the original scope of services;
(C) Party A is entitled to rescind this contract if:
1. Party B replaces the representing lawyer without the consent of Party A, except for under special circumstances (disease, incident, etc.); or,
2. there is clear evidence indicating that lawyers of Party B have practiced illegally or committed material faults and thus caused material losses to Party A;
(D) Party B is entitled to rescind this contract or suspend the work until Party A’s correction if:
1. Party A entrusts a matter in violation of the law or lawyer's practice norms;
2. Party A fabricates facts, forges evidences or conceals important facts and so on; or,
3. Party A fails to pay Party B attorney fees or working expenses in accordance with this contract within 7 days after such attorney fees or working expenses are due.
Article 9 Liabilities for Breach
(A) If there is clear evidence indicating that Party B, without justified reasons, does not provide legal services set out in this contract, Party A is entitled to request Party B to refund part or all attorney fees paid; provided that Party A may not request Party B to refund on the following grounds:
1. Party A unilaterally entrusts lawyers of other law firms as its agent;
2. After Party B accepting Party A’s entrustment, Party A requests Party B to refund on the grounds of overcharges or unsatisfactory results; or,
3. Entrustment contract is rescinded or entrusted matters are impossible to complete due to reasons for which neither Party B nor lawyers of Party B shall be liable.
(B) If Party A fails to pay attorney fees or working expenses without justified reasons or unreasonably and unilaterally rescinds this contract, Party B is entitled to request Party A to pay attorney fees unpaid, working expenses unreimbursed and interests overdue.
Article 10 Dispute Resolution
(A) This contract shall apply the law of the People's Republic of China;
(B) Party A and Party B shall resolve any dispute between them through friendly consultations; failing to do so, either party is entitled to submit the dispute to Shanghai Arbitration Commission.
Article 11 Notice and Service
(A) All notices, documents and information sent or provided by Party A and Party B to each other shall be served to the address, e-mail, and fax set out in this contract. Either party who relocates or changes e-mail, fax, and telephone shall notify the other party in writing. Either party who fails to do so shall bear all adverse consequences resulted from such failure.
(B) For notices, documents and information delivered personally, the time of delivery shall be deemed as the time of service; for notices, documents and information sent by e-mail, the time of sending the e-mail shall be deemed as the time of service; for notices, documents and information sent by fax, the time of sending the fax shall be deemed as the time of service; for notices, documents and information sent by post, the date of posting the mail shall be deemed as the date of service.
Article 12 Term of Contract
1. This contract shall come into force upon signature and sealing by both parties and shall terminate upon expiration of counseling period or upon rescission of this contract;
2. The term of this contract is one year from 1 September, 2014 to 31 August, xx; within 30 days prior to expiration of such term, Party A and Party B shall negotiate and decide whether to renew the CONTRACT FOR ENGAGEMENT OF LEGAL COUNSEL;
3. This contract has three counterparts, held by Party A, Party B and the executing lawyer, with the same legal effect.

Party A: Party B:
Representative: Representative:
Signing Date: Signing Date:
Signing Address: