CGA GENERAL CONDITIONS OF ENGAGEMENT

The legal services to be provided by Couto, Graça & Associados (“CGA”) shall be governed by the Special Conditions set out in the Fees Proposal and Engagement Letters, entered into between CGA and its Client, as well as, by this General Conditions of Engagement.

In case of inconsistency between the provisions of the Special Conditions and these General Conditions, the Special Conditions shall prevail.

1. Confidenciality

1.1. All information obtained by CGA in connection with the provision of the services shall be treated as confidential and considered protected by professional secrecy and by the duty of confidentiality as attorney/client privilege, save in cases in which CGA has the obligation to disclose any information as required by any applicable law, court order or other administrative order which compliance is mandatory.

1.2. The legal services rendered by CGA contain or may contain legal information of confidential nature that reflect the study and experience of CGA on all matters raised by the Client. Therefore, information and conclusions provided in connection with services rendered by CGA should be used solely by the recipient on whose behalf they are rendered to. This information may not be wholly or partially used for other purposes other than those for which they are intended to, or given to a third party without the express prior consent of CGA.

1.3. The duty of confidentiality encompasses all that are or have been clients of CGA. In no circumstances may CGA be forced to disclose or use, in the benefit of any of its clients information of confidential nature that it may have obtained from other clients or potential clients.

1.4. The provisions on confidentiality laid down in this clause, will remain in force even if the agreement and the engagement concluded into and between CGA and the Client ceases to be in force and effect.

2. Conflicts of interests and impediments

2.1 CGA guarantees to the Client that there is no conflict of interest and/or impediment related to the execution of the legal advice to be provided.

2.2 Prior to the conclusion of the Engagement Letter between the Client and the CGA, CGA shall verify the existence of any potential conflicts of interests and/or impediments.

2.3 In the event that a potential conflict of interests and/or impediment related to the execution of the services to be rendered becomes known to CGA, the latter will inform the Client.

3. Anti-corruption

3.1 No part of the remuneration of the CGA or other compensations paid to it should be directly or indirectly offered, paid, promised or guaranteed to State officers and agents and/or public and/or government officials, or to any individual who can influence or secure an illegal advantage or benefit.

3.2 CGA shall comply with all applicable laws in respect of the services to be provided in the scope of the legal advice, including, but not limited to, laws and regulations relating to taxation, exchange controls, and customs requirements, as well as with any anti-corruption, antitrust, anti-money laundering or other law, rule or regulation applicable to Client and/or to CGA.

4. Intelectual property

All opinions, drafts and any other documents produced by CGA, its lawyers and professionals within the ambit of the services agreed with its Clients are the property of CGA and may not be disclosed to any third party or used to any other purpose other than that intended without the express consent of CGA.

5. Liability for damages – limitation

Considering that the legal advice rendered by CGA may, under certain circumstances, have an impact on the formulation of the will and in the decisions taken by their recipients, the liability for rendering such services is assessed in accordance with the provisions set out in the applicable law, never exceeding, however, the aggregate amount corresponding to the fees billed to the particular matter.

6. Time limitation

The right to claim damages by the Client shall lapse if a claim is not put forward within 12 (twelve) months from the date in which the claim becomes known to the Client and in any event shall prescribe within 3 (three) years from the date of the completion of the services.

7. Applicable Law

The agreements concluded between CGA and its Clients, as well as the services envisaged thereof, shall be governed and construed in accordance with the laws of Republic of Mozambique.

8. Jurisdiction

For all disputes directly or indirectly related to the existence, interpretation, termination, validity and/or any breach of this General Conditions the Parties hereby choose the Court of the City of Maputo, with express waiver of any other court.