# Latvian Counsel Review Checklist

> Complete each item against the current Latvian consolidated text and the actual transaction. This draft does not state that any mechanism is enforceable.

## Priority confirmation

- Confirm whether the Commercial Minimum Commitment is likely characterised as service price/take-or-pay rather than `līgumsods`, and identify mandatory reduction/good-faith risk.
- Confirm enforceability of the 36-period structure, including a full First Instalment for a potentially short first service period and all remaining initial instalments after Company termination, including a purported termination for Cause.
- Confirm the clause 8.2 distinction between Contractor convenience termination (future instalments cease) and Contractor termination for Company default / Constructive Termination (schedule survives).
- Confirm that the automatic month-to-month Renewal Phase, advance monthly fee, continued Highest Achieved Tier and mutual 90-day calendar-month-end exit are valid and clearly separated from the initial 36-instalment minimum and acceleration remedy.
- Confirm that a Company renewal notice delivered before the end of the Payment Term may prevent renewal only after the final initial service period and cannot discharge any initial instalment.
- Confirm the legal and commercial consequences of intentionally having no long-stop, including the potentially uncapped number of full deferred months for which Deferred Service Credits are recorded if Recoupment and a Company Trigger Event never occur.
- Confirm the acceleration formula using only the count of remaining instalments not yet due × fee in effect on notice date × 90%, with overdue sums added once and the clause 5.2 Trigger Event tier used before payment commencement; also confirm severability and the litigation remedy for instalments not yet due.
- Confirm the Deferred Service Credit fallback does not create impermissible double recovery or inconsistent consideration analysis.
- Confirm the definitions, evidence and remedies for Recoupment, Active Hotels, estimates, deemed acceptance, the independent sworn-auditor procedure and affiliate transfers.
- Classify the advisory relationship under Latvian law (including whether it is an `uzņēmuma līgums`, another named contract or a mixed/unnamed contract), and confirm that clauses 1 and 3 define a sufficiently certain time-based consulting order under Civillikums §§1416–1417 and, if applicable, §§2212–2225: closed activity categories in the Agreement itself, at least 40 reserved hours, oral and written outputs, a five-Business-Day Monthly Activity Record and a specific-objection/cure process.
- Confirm the intended evidentiary effect of a Monthly Activity Record and a failure to object, without treating silence or any single record as conclusive proof contrary to mandatory Latvian evidence rules. Confirm that actual performance may be shown by calendars, correspondence, meeting records, shared documents, comments, analyses and system records.

## Latvian-law and procedure

- Verify Civil Law provisions on contractual penalties, obligations, interest, assignment, severability and judicial reduction against the current Latvian text.
- Verify statutory commercial late-payment interest, EUR 40 recovery compensation and recoverable actual costs under Latvian implementation of Directive 2011/7/EU.
- Confirm that the Riga choice-of-court clause is effective for a Georgian IE / Latvian-company B2B contract; advise on service abroad, translations, interim relief and recognition/enforcement.
- Confirm which Riga court has subject-matter/territorial jurisdiction on filing date and whether any mandatory venue rule overrides the wording.
- Verify limitation periods, insolvency filing/claim deadlines, avoidance/clawback risk and treatment of post-insolvency instalments.

## Authority, tax and operating facts

- Obtain Latvian Commercial Register extract, articles, signatory rights and confirmation of actual required internal approvals; do not rely on representations alone for signing risk.
- Confirm VAT place-of-supply and documentation, Georgian IE tax status, withholding/gross-up legality and bank/payment compliance.
- Confirm that the actual work pattern supports independent-contractor status throughout the initial and Renewal Phases, including the minimum 40-hour commitment, additional reasonable time, Company priorities/access, monthly activity records and product-decision access; revise inaccurate language.
- Determine whether CRM, billing or payment access involves personal data and, if so, prepare Article 28 processing and lawful international-transfer terms before access.
- Confirm Product/IP chain of title and whether the payment-conditioned licence/transfer needs Latvian-law refinement.
- Review the historical-payment evidence and decide whether it is safe to describe it as investment, price, advance or another legal category.

## Optional direct-enforcement and security routes

- Ask a Latvian sworn notary whether a precise payment schedule can be made into an executable notarial act and what conditions/documents may be objectively proven.
- Do not place disputed Recoupment, Hotel Count, quality, estimate or acceleration facts in the direct-execution amount without notarial advice.
- Confirm the Company’s direct, unequivocal consent wording, time limits, service process and debtor challenge route.
- If security is chosen, advise separately on commercial pledge registration, guarantee/solidary debtor language, priority, corporate-benefit and insolvency consequences.

## Signing completion

- Fill every bracketed field, Schedule 1 history, Schedule 2 notice details and bank account; attach signatory evidence.
- Reconcile English text with any Latvian translation; specify governing-language priority if a translation is signed.
- Confirm document execution format and e-signature validity, retain signed PDF/evidence and keep each Monthly Activity Record and its underlying work evidence from Effective Date.