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Contract analysis / engagement-letter-thalassa.docx
engagement-letter-thalassa.docx
1044-00002 · 10 clauses
High · 2 Medium · 3 Standard · 2
1. Scope of Engagement Medium
⚑ Liability cap to check against exposure
1. Scope of Engagement 1.1 Description of the Transaction Calderwood & Harkness will represent Thalassa as borrower in the negotiation, documentation, and closing of a $150,000,000 senior secured revolving credit facility. The purpose of the Facility is twofold: (a) to refinance Thalassa's existing $125,000,000 revolving credit facility with Harborstone National Bank (the "Existing Facility"), and (b) to provide incr
2. Engagement Team
2. Engagement Team Calderwood & Harkness has assembled a team of experienced attorneys in the Firm's Banking & Finance practice group to handle this engagement. The members of the core engagement team are as follows: The Firm may, from time to time, assign additional attorneys, paralegals, or other professional staff to work on this engagement as necessary to ensure the efficient and timely performance of the service
3. Fees and Billing High
⚑ Non-compete / exclusivity restraint
3. Fees and Billing 3.1 Hourly Rate Structure Calderwood & Harkness's professional fees for this engagement will be calculated on the basis of time actually spent by attorneys and professional staff assigned to the matter, at their respective standard hourly rates. The current standard hourly rates applicable to the core engagement team members are as follows: In the event that additional attorneys or professional st
4. Client Identification and Conflicts High
⚑ Non-compete / exclusivity restraint
4. Client Identification and Conflicts 4.1 Client Identification The client in this engagement is Thalassa Shipping & Logistics SA, a société anonyme (S.A.) organized and existing under the laws of the Hellenic Republic, with its registered office at 14 Akti Miaouli, Piraeus 185 35, Greece. Calderwood & Harkness does not, by virtue of this engagement, represent any subsidiaries, affiliates, associated entities, direc
5. Confidentiality Medium
⚑ Notice / time limit to track
5. Confidentiality Calderwood & Harkness acknowledges that, in connection with this engagement, the Firm will receive and have access to non-public, proprietary, and commercially sensitive information concerning Thalassa, its business, operations, financial condition, fleet, commercial arrangements, and strategic plans (collectively, "Confidential Information"). The Firm is committed to safeguarding the confidentiali
6. Termination Standard
⚑ Commercial term
6. Termination Either party may terminate this engagement at any time, with or without cause, upon written notice to the other party. Termination shall be effective upon receipt of written notice, or upon such later date as may be specified in the notice. Upon termination of this engagement by either party, Thalassa shall remain obligated to pay Calderwood & Harkness for all professional fees earned and disbursements
7. Document Retention
7. Document Retention Upon the conclusion of this engagement — whether by closing of the Facility, termination, or otherwise — Calderwood & Harkness will retain client files and work product in accordance with the Firm's standard document retention policies, as in effect from time to time. Under the Firm's current policies, electronic files (including emails, electronic documents, and digitized records) are retained
8. Governing Law and Dispute Resolution Medium
⚑ Forum / governing law
8. Governing Law and Dispute Resolution This engagement letter, and any disputes or claims arising out of or relating to its subject matter, the engagement, or the Firm's representation of Thalassa, shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to any choice-of-law or conflict-of-laws rules or provisions that would cause the application of the laws of a
9. Miscellaneous
9. Miscellaneous This engagement letter constitutes the entire agreement between Calderwood & Harkness LLP and Thalassa Shipping & Logistics SA with respect to the engagement described herein and supersedes all prior and contemporaneous discussions, negotiations, understandings, proposals, and agreements, whether oral or written, relating to the subject matter hereof. No amendment, modification, supplement, or waiver
10. Acceptance and Execution Standard
⚑ Commercial term
10. Acceptance and Execution We would be grateful if you would acknowledge Thalassa's acceptance of the terms and conditions set forth in this engagement letter by executing this letter in the space provided below and returning one signed copy to us. Please return the signed copy, together with payment of the Retainer in the amount of $75,000, to: Calderwood & Harkness LLP 425 Park Avenue New York, NY 10022 Attention