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Legal Services Procurement – Munich, Germany

This Purchase Order is issued by Munich Industrial Holdings GmbH (hereinafter referred to as the "Buyer") to formally engage the legal counsel services of Dr. Katharina Vogel & Partner Rechtsanwälte (hereinafter referred to as the "Lawyer" or "Legal Counsel") for the provision of comprehensive legal advisory, representation, and litigation support services within the jurisdiction of Munich, Germany. This Purchase Order constitutes a binding procurement instrument under German commercial law (Handelsgesetzbuch – HGB) and shall govern all terms, conditions, fees, and obligations between the Buyer and the Lawyer for the duration specified herein.

The Lawyer, a duly registered firm of Rechtsanwälte (attorneys-at-law) admitted to the Rechtsanwaltskammer München (Munich Bar Association), shall provide the following services to the Buyer:

All fees stipulated in this Purchase Order are exclusive of the applicable German value-added tax (Mehrwertsteuer – MwSt.), currently at a rate of 19 percent, which shall be added to each invoice. The Lawyer shall issue itemized invoices on a monthly basis, no later than the fifth (5th) business day following the end of each calendar month. Payment shall be made by the Buyer via SEPA bank transfer to the account designated by the Lawyer within thirty (30) calendar days of the invoice date, in accordance with § 288 BGB. Late payments shall accrue statutory interest at the rate of five percentage points above the European Central Bank (ECB) base rate, as provided under § 288 Abs. 2 BGB. The Buyer reserves the right to withhold payment of any disputed line item pending resolution, provided that undisputed portions are paid in full.

The Lawyer acknowledges and agrees that all information, documents, trade secrets, and business strategies disclosed by the Buyer in connection with the services under this Purchase Order shall be treated as strictly confidential. The Lawyer shall be bound by the professional duty of confidentiality (Berufsgeheimnis) as set forth in § 43b of the Federal Lawyers' Act (Bundesrechtsanwaltsordnung – BRAO) and the Munich Bar Association's professional code of conduct. No information shall be disclosed to any third party without the prior written consent of the Buyer, except where disclosure is mandated by a court order of the Landgericht München I or by applicable German statutory provisions.

The Lawyer warrants that, at the time of acceptance of this Purchase Order, no conflict of interest exists between the Lawyer and the Buyer. The Lawyer shall promptly notify the Buyer in writing should any potential conflict of interest arise during the term of this engagement. The Lawyer shall maintain full professional independence in the performance of all legal services and shall not accept any instruction or financial interest from any third party that could compromise the fidelity of representation owed to the Buyer.

Either party may terminate this Purchase Order with a written notice period of sixty (60) calendar days, to be delivered by registered mail (Einschreiben) to the addresses stated above. In the event of a material breach by the Lawyer, including but not limited to a violation of professional ethical standards as defined by the Rechtsanwaltskammer München, the Buyer shall be entitled to terminate this Purchase Order immediately without notice pursuant to § 626 BGB. Upon termination, the Lawyer shall render a final account of all services performed and shall transfer all files, documents, and correspondence pertaining to the Buyer's matters within fourteen (14) days.

Any dispute arising out of or in connection with this Purchase Order shall be resolved exclusively by the competent courts of Munich, Germany. The exclusive place of jurisdiction (ausschließlicher Gerichtsstand) shall be the Landgericht München I, located at Leopoldstraße 7, 80802 Munich. The parties agree that all proceedings shall be conducted in the German language, in accordance with the Code of Civil Procedure (Zivilprozessordnung – ZPO). The parties further agree to attempt mediation before the Mediationsstelle der Rechtsanwaltskammer München prior to initiating formal litigation, in accordance with the German Mediation Act (Mediationsgesetz – MediationsG).

This Purchase Order shall become effective upon written acceptance by the Lawyer. By signing below, the Lawyer confirms that the terms, fees, and scope of services described herein are accepted in full, and that the Lawyer is duly authorized to bind the firm of Dr. Katharina Vogel & Partner Rechtsanwälte to the obligations set forth in this document. This Purchase Order is governed by and shall be construed in accordance with the laws of the Federal Republic of Germany.

This Purchase Order (PO-MUC-2025-04782) is issued in accordance with the procurement policies of Munich Industrial Holdings GmbH and the professional regulations of the Rechtsanwaltskammer München. All references to "Munich" in this document refer to the city of Munich (München), the capital of the Free State of Bavaria (Freistaat Bayern), Federal Republic of Germany. This document is valid only when signed by both parties and is subject to the German Commercial Code (HGB) and the Federal Lawyers' Act (BRAO). Document reference: Legal Procurement Division, Munich Office.