LEGAL SERVICES AGREEMENT
Exhibit 10.5 Legal Service
Agreement
Page
1.
THE UNDERSIGNED:
ROYAL
INVEST INTERNATIONAL CORPORATION (RIIC) a publicly traded corporation trading on
the Over the Counter (“OTC”) under the symbol RIIC, incorporated in the United
States of America in the State of Delaware with its registered office located at
000 Xxxx Xxxx Xxxx, Xxxxxxxx, Xxxxxxxxxxx 00000 legally represented by its CEO
Xx. Xxxxx Xxxxxxxxx, hereinafter also referred to as “RIIC”
and
SEC
ATTORNEYS, LLC, a limited company organised and existing under the laws of THE
State of Connecticut (ATTY) with its registered office at 000 Xxxxx Xxxxxx,
Xxxxx 000, Xxx Xxxxx, Xxxxxxxxxxx 00000 herewith represented by Attorney Xxxxx
Xxxxxxxxx.
WHEREAS:
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RIIC
has requested and appointed ATTY to render certain referred to in Article
3 of this Agreement, which services ATTY is willing to
render;
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the
parties hereto wish to establish their mutual obligations and
responsabilities;
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HEREWITH
UNDERTAKE AND AGREE THE FOLLOWING:
Article 1 -
Appointment
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1.
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ATTY
is hereby appointed as of December 1, 2008 as legal counsel for RIIC for a
period of one year and thereafter for an indefinite
period.
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Article 2 –
Termination
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1.
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RIIC
may dismiss ATTY after one year at any time, with or without cause, by
giving three month's written notice by registered mail to ATTY at its
registered office as mentioned
above.
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Page
2.
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2.
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ATTY
may resign after one year with immediate effect at any time, with or
without cause, by giving written notice by registered mail addressed to
RIIC's legal address.
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3.
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Neither
the dismissal nor the resignation of ATTY can ever per se serve as grounds
for a claim for damages on the part of
RIIC.
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Article 3 –
Services
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1.
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Within
its professional standards ATTY will act as securities and corporate
counsel and will manage and control the conduct of the business of RIIC by
providing a CEO for RIIC in accordance with the resolutions passed by and
the instructions of the shareholders and Board of Directors of RIIC and
the articles of association of RIIC and the laws of the United
States.
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2.
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ATTY
will maintain the due order and good standing of RIIC and undertakes to
perform such duties as may reasonably be expected of
them.
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3.
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The
duties of ATTY to RIIC will not prevent ATTY from acting in such capacity
to other companies.
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Article 4 –
Confidentiality
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1.
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ATTY
will hold in strict confidence all information received from RIIC. and/or
the shareholders of RIIC unless such information can be obtained by the
general public through inspection of public registers and when disclosure
of such information is required by
law.
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2.
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ATTY
undertakes not to use the information obtained for any purpose other than
for or in connection with its legal obligations to
RIIC.
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3.
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On
termination of this agreement, ATTY undertakes to return all such
information it has from RIIC and/or the shareholders of RIIC in any form
as well as not to use such information after the aforesaid
termination.
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Article 5 –
Fees
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1.
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In
consideration for performance by SEC in accordance with the terms of this
Agreement, RIIC agrees to pay ATTY a fixed fee of € 12.500 - monthly
starting December 1, 2008 plus the reimbursement of actual costs and
disbursements (expenses), including but not limited to telex, telefax,
telephone, postage, etc.
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Page
3.
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2.
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Fees
shall be adjusted every year on the basis of the increase (if any) of the
cost of living index in The United
States.
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3.
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Fees
and reimbursement of charges will be billed either monthly or quarterly by
ATTY.
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4.
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All
fees and charges, when billed by ATTY shall be paid without set-off or
counterclaim, and free and clear of and without deductions, within one
month of the day on which they are billed. Legal interest will accrue on
all overdue amounts from the day following the last day on which the fees
and charges should have been paid.
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5.
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In
addition to the payment of legal interest, RIIC hereby agrees to pay any
and all costs incurred in the collection of overdue amounts owed pursuant
to this Agreement, including reasonable legal
fees.
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Article 6 - Applicable law
and forum
This
Agreement shall be interpreted in accordance with and be governed by the laws of
the State of Connecticut in the United States. Any dispute hereunder will be
submitted to the state court in Fairfield County, Connecticut, acting in the
first instance, unless ATTY as petitioner chooses to submit the dispute to any
other court having jurisdiction over the parties.
IN
WITNESS WHEREOF, this Agreement has been concluded by the parties hereto as of
November 7. 2008, and has been signed in duplicate in Amsterdam, the Netherlands
on November 7, 2008.
/s/ Xxxxx
Xxxxxxxxx
Xxxxx
Xxxxxxxxx, CEO
ROYAL
INVEST INTERNATION CORPORATION
/s/ Xxxxx
Xxxxxxxxx
Xxxxx
Xxxxxxxxx, Esq.
SEC
ATTORNEYS, LLC
