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1、 Legal Services Agreement This Legal Service Agreement (the “Agreement”) is made by and between Client, including the undersigned, the petitioner, and any derivative(s) (hereinafter “Client”), and Wolfsdorf Rosenthal LLP, (hereinafter the “Attorney”). 1. Client hereby retains Attorney to provide U.S
2、. legal advice and counsel in connection with the preparation of an EB-5 immigrant visa petition, including: a. Preparation and filing of the Form I-526 petition (not including preparation of a Source of Funds package); b. Preparation and filing consular processing application, Forms DS-260 or appli
3、cation for adjustment of status Form I-485, for the Client and eligible derivative(s); c. Preparation and filing of responses to USCIS Requests for Evidence (RFE) and/or Notice of Intent to Deny (NOID); d. Preparation and filing of the Form I-829 Removal of Conditions Application; e. Responding to C
4、lients inquiries regarding EB-5 procedures; 2. Client hereby agrees to pay Attorney for such services the legal fee of $15,000, with payment to be made as follows: $7,500, plus the government filing fees currently in the amount of $1,500 for the Form I-526 petition, totaling $9,000 retainer due upon
5、 commencement of the case; and $7,500 balance due upon approval of the Form I-526 petition. Client understands that the legal fee reflects more than just the time actually spent by the Attorney on Clients case; the legal fee also takes into account the period of representation and difficulty of the
6、Clients case, the skill required to perform the legal services properly, and the likelihood that the acceptance of Clients case will preclude Attorney from accepting other cases. Client agrees that all U.S. visa and consulate fees, police clearance fees, medical examination fees, translation fees, g
7、overnment filing fees required at the time of filing, and all other out-ofpocket disbursements are to be paid by Client when incurred. 3. Client hereby authorizes Attorney to perform the services described in paragraph 1 above for and on behalf of the Client, and to do all things which said Attorney
8、 may deem necessary, appropriate, or advisable in furtherance thereof. Client will provide Attorney with all relevant and accurate information and documentation and will follow Attorneys written and/or verbal instructions concerning the conduct of the case. Client understands and agrees that the fee
9、s are payable in full at the times indicated above, and that no assurance or guarantee of success has been given or requested. Fees are earned based on best efforts. Nothing in this Agreement and nothing in Attorneys statements to Client will be construed as a promise or guarantee about the outcome
10、of Clients matter. Attorneys comments about the outcome of Clients matter are expressions of opinion only. 4. Client understands and accepts that legal services described in paragraph 1 above are based on the law and facts in effect as of the date of this Agreement. Should changes to the law or USCI
11、S policy occur after the signing of this contract, Attorney may be unable to render some or all of these services described in paragraph 1 above, and Client understands and accepts that he/she may lose eligibility for the benefit sought. Attorney reserves the right to charge additional fees for such
12、 additional legal services necessitated by changes in the law, regulations, or government policy during the process of the case, or if the facts as stated by Client turn out to be other than as represented by Client. 5. Client understands that the legal fee described in paragraph 2 above covers only
13、 the specifically named services described in paragraph 1 above based on the law and facts in effect as of the date of this Agreement. Client further understands that Attorney is not responsible whatsoever to conduct any type of work, legal or otherwise, on behalf of Client except for those specific
14、ally named services described in paragraph 1 above. Client further agrees that should Attorney conduct any type of work, legal or otherwise, on behalf of Client, outside the scope of the services mentioned in paragraph 1 above, fees for such services shall be based on hourly rates charged at the tim
15、e of rendering the services; unless such services are covered by a new legal services agreement signed by both Client and Attorney. In such an event, the Attorney will bill Client on a monthly basis for legal fees and expenses in providing services not described in paragraph 1 above, and the Client
16、agrees to make prompt payment upon receipt of invoice. 6. Client understands that the legal fee described in paragraph 2 above do not include any legal services in connection with legal work for: administrative or judicial appeals; motions to reopen; or additional government filings required by a ch
17、ange in conditions, or from any decision in favor of the Client from which an appeal or review is sought by the adversely affected party. 7. Client undertakes to disclose all potential grounds of inadmissibility or removal, including criminal, medical, or otherwise, and to cooperate in providing tru
18、e and accurate documents and information necessary to process the case. Legal services rendered in connection with Clients failure to disclose grounds of inadmissibility/removal are not included. 8. Client understands that Attorneys representation is expressly limited to U.S. immigration law matters
19、. Client acknowledges that Attorney is not responsible for advice to Client concerning the laws of countries other than the United States, or for non-immigration law issues. Client is advised to obtain the advice of legal counsel concerning laws of other countries and non-immigration law matters, or
20、 the advice of a financial advisor concerning the financial aspects of the investment including: a. U.S. or foreign country securities law issues; b. Foreign country currency laws and restrictions; c. Rate of return of investment, security of investment, timing of return of investment, or any tax or
21、 financial aspects of investment; d. Whether any regional center is a better investment than any other regional center or than another investment Client might otherwise make; and e. Other risks set forth in any private placement or offering memorandum regarding a Regional Center and Clients investme
22、nt which Client certifies that he or she has reviewed or will review with his or her investment advisors and not with Attorney. 9. Client is exclusively responsible for selecting his or her investment or project. It is the policy of Attorney not to provide advice concerning investments or project se
23、lection. Client may consult with any qualified and licensed Broker-Dealer of Clients choice in making Clients investment decision. Client acknowledges that Client alone has decided on his or her choice of investment and/or regional center project in which to invest. Client has requested the Attorney
24、 to file the EB-5 petition based on that investment and Client has not requested the Attorneys advice concerning the choice of investment. The Attorney has not and will not advise Client regarding financial risks regarding his or her choice of investment. Client must make this choice independently o
25、f any services rendered in this Agreement. 10. Client understands that a Regional Center EB-5 petition has certain inherent risks, in addition to the risk that Clients EB-5 petitions may not be approved. By signing this Agreement, Client confirms that Client is aware of these risks, and Client has c
26、hosen to accept these risks, including the following: a. Risk of loss of some or all of your investment, or risk of delay in realizing any return of or on your investment, for which risks you certify that you have received or will obtain advice and counsel from financial, tax, business, securities a
27、nd/or other advisors (collectively, Investment Advisors), and not from Attorney; b. Risk that a particular Regional Center project may be found not to qualify under the EB-5 regulations and guidance; c. Risk that a qualifying Regional Center project may be found not to qualify for removal of conditi
28、ons on your permanent resident status for any reason, including failure of the project for economic or other reasons to produce revenues, expenditures, employment creation or other predicted criteria on which the approval of the EB-5 petition was based; d. Risk that a Regional Center may lose certif
29、ication; e. Risk that a Regional Center or a Regional Center project may file for bankruptcy or otherwise default on its obligations. By signing this Agreement, Client agrees that he or she has been advised to seek independent advice on these matters, as well as with respect to this Agreement, from
30、qualified Investment Advisors of Clients choice, and Client confirms that Client has sought such advice, or declined to seek such advice. 11. Client understands that the EB-5 Regional Center Program is currently scheduled to expire on December 9, 2016 and that there are no guarantees that the U.S. C
31、ongress will extend the EB-5 Regional Center Program after December 9, 2016. Client further understands that the U.S. Congress, U.S. Citizenship and Immigration Services (“USCIS”), and/or other government agencies may discontinue and/or change some or all provisions of the EB-5 Immigrant Investor Pr
32、ogram, which may adversely affect Clients immigration petitions. In addition, Client understands that USCIS and/or other government agencies may change its interpretation of the law regarding the EB-5 Immigrant Investor Program without notice and in a manner that may be detrimental to Client and whi
33、ch may adversely affect Clients immigration petitions. Client understands that processing times and USCIS consideration and eventual approval of Clients Form I-526 petition and Form I-829 petition could also be negatively impacted by changes to USCIS procedures or to its interpretation and implement
34、ation of current or future laws and regulations. For example, the U.S. government may cease to give deference to state designation letters with respect to geographical areas classified as “Targeted Employment Area”. Client understands and agrees that no refund will be given to Client in the event Cl
35、ients Form I-526 petition or Form I-829 petition is denied due to changes to USCIS procedures or to its interpretation and implementation of current or future laws and regulations and that, in such instance, Client will be required to enter into a separate legal services agreement with Attorney befo
36、re any additional services are performed by Attorney on behalf of Client. 12. Attorney maintains a policy of not providing opinion letters to our clients or to others who might wish to rely on such letters (other than ordinary and customary opinions rendered in connection with financings obtained by
37、 Client). Attorney does not alter this policy except under very unusual circumstances and then only upon further written agreement, as approved by the management of our firm, which provides compensation to Attorney for the special risks attendant to the furnishing of such opinions. 13. Attorney has
38、an ethical duty to notify Client that Attorney represents the Regional Center or the Regional Center project to ensure the Clients EB-5 and USCIS compliance with policy standards and/or to create a template for all Form I-526 petitions associated with the regional center and/or the project. Client u
39、nderstands that there is a possibility that Attorneys concurrent representation of Client and Regional Center or the Regional Center project constitutes a potential conflict of interest. While Attorney believes that no actual conflict of interest currently exists, conflicts under these circumstances
40、 sometimes arise (for example, if USCIS issues a Request for Evidence (RFE) regarding the petition, or if Client desires to withdraw the Form I-526 petition). Because of this joint representation, Attorney cannot keep Clients communications confidential with respect to the Regional Center and/or the
41、 Regional Center project. Attorney must be free to inform the Regional Center and/or the Regional Center project of what Attorney learns from Client whenever Attorney believes Attorney should do so. If Client thinks it likely at any time that Client will or may want to tell Attorney something that C
42、lient would not want the Regional Center and/or the Regional Center project to know, Client must alert Attorney before Client says anything to Attorney. Likewise, Attorney will keep Client apprised of any material issues related to Clients case that arise from information Attorney receives from the
43、Regional Center and/or the Regional Center project. Client hereby specifically authorizes Attorney to provide information regarding Clients financial background and qualifications as an EB-5 investor and Clients qualifications for conditional permanent resident status to the Regional Center. 14. Att
44、orney represents a broad base of clients on a variety of legal matters. Accordingly, absent an effective conflicts waiver, conflicts of interest may arise that could adversely affect Clients ability and the ability of other clients of Attorney to choose Attorney as their counsel, thereby precluding
45、Attorney from representing Client or them in pending or future matters. Given that possibility, Attorney wishes to be fair not only to Client, but to Attorneys other clients as well. Accordingly, this Agreement will confirm Attorneys and Clients mutual understanding and agreement that Attorney may r
46、epresent other present or future clients on matters other than those for which Attorney have been or then are engaged on Clients behalf (referred to herein as “Client Matter”), whether or not on a basis adverse to Client or any of Clients affiliates, including in litigation, legal or other proceedin
47、gs or matters, so long as the matter is not substantially related to Attorneys work for Client on the Client Matter, even if those clients interests are adverse to Client in such other matter (referred to herein as a “Permitted Adverse Representation”). In furtherance of this mutual agreement, Clien
48、t agrees that Client will not, for Client or any other party, assert Attorneys engagement as a basis for disqualifying Attorney from representing any party in a Permitted Adverse Representation or assert any Permitted Adverse Representation as a basis for any claim of breach of duty. For purposes of
49、 clarification, Permitted Adverse Representations shall not include matters or disputes arising against Client or Clients affiliates with respect to a Client Matter. Moreover, without Clients further prior written consent, Attorney cannot and will not represent another client adverse to Client if Attorney has obtained confidential information of a nonpublic nature from Client