1. CLIENT’S DUTIES

You, as the Client, agree to cooperate with PredictaBill, to keep PredictaBill informed of any developments regarding all matters handled by us, to abide by the terms of the services relationship with PredictaBill, and to pay any bills promptly upon presentation.

2. FEES FOR SERVICES

We will invoice you, and you will pay our invoice when received. PredictaBill will bill on a monthly basis or as required by the amount of work.

3. COSTS AND OTHER CHARGES

Unless expressly informed by PredictaBill, the firms services do not include expenses nor the Value Added Tax (VAT). Both of them will be charged separately. PredictaBill may incur in various costs and expenses in performing legal services under this agreement. Client agrees to pay for those costs and expenses in addition to the hourly professional fees. Costs and expenses commonly include fees fixed by law or assessed by courts and other agencies, document translation fees, long distance telephone calls, messenger and other delivery fees, parking and local travel expenses, photocopying and other reproduction costs, facsimile and tele- copier charges, clerical staff overtime and charges for research computer time. PredictaBill will obtain the Client’s approval before incurring any amount in excess of $500 per disbursement.

4. DISCHARGE AND WITHDRAWAL

You may discharge us as your attorneys at any time. We may withdraw with your consent or for good cause. Good cause includes your breach of this agreement, your refusal to cooperate with us or to follow our advice on any material matter, or any fact or circumstance, which would render our continued representation of you unlawful or unethical. You agree to pay us according to the fees set forth herein. When our services are concluded all unpaid charges will be come immediately due and payable.

5. DISCLAIMER OF GUARANTEE

It is our desire and intention to provide conscientious, prompt and competent services to the best of our ability and produce a favorable result for you. Nothing in this agreement or our statements to you should be construed as a promise or guarantee about the outcome of your matters, and we make no such promises or guarantees. Our comments about the outcome of your matters are expressions of opinion only.

6. MANDATORY AND BINDING ARBITRATION

Any and all disputes, claims, differences, disputes or controversies arising out of or in relation to any aspect of the relationship between the Client and PredictaBill, its business matter, performance, liquidation, interpretation, validity or any breach thereof, shall be resolved by arbitration in accordance with the bylaws of the International Center for Conciliation and Arbitration of the Costa Rican-American Chamber of Commerce (“CICA”). The parties hereby agree to submit voluntarily and unconditionally to its rules and bylaws and claim knowledge thereof.

7. POSSIBLE CONFLICT OF INTEREST

You acknowledge that PredictaBill is a law firm representing numerous clients, nationally and internationally. The possibility exists that the commercial interests of some of our other clients may diverge from yours, or that said clients actively compete with you in the Central American market. We want to be fair to you as well as to our other clients in your industry sector, and thus we do not want our work on the Project to preclude us from representing other clients in other matters, including litigation and other adversarial proceedings, not directly related to the Project, or from requiring the disclosure of confidential information by you to us. Therefore, you agree these circumstances are not a conflict of interest, and in any event, waive any claim of conflict of interest which may be deemed to arise as the result of any such other representation and agree not to seek to disqualify or otherwise prevent our firm from representing other clients in such matters. We will preserve your confidences and secrets, and you likewise acknowledge that we may obtain confidential information from another client that may be of interest to you but which we will be unable to share with you.

8. TRANSFER OF PRIVATE DATA

You, as Cliente, acknowledge that PredictaBill may have access and transfer part or all the personal data (“Private Data”) that you may provide to PredictaBill during the course of the relationship. Such Private Data may be subject to a different regulation, that the one in which the Private Date was originally collected. Upon acceptance of PredictaBill´s proposal, by any mean either physically or electronically, you as Client consent and authorize PredictaBill to transfer the Private Data.

9. SIGNATURE BY ELECTRONIC MEANS, BINDING NATURE

PredictaBill shall be authorized to accept and may rely upon signed copies of this letter sent via facsimile, e-mail, or other electronic means, and Client agrees that such facsimile or electronic transmittals shall be binding.

As set forth herein, this summary of our understanding is intended to constitute an agreement between our Firm and you as Client.