EXHIBIT 10.1
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AGREEMENT FOR LEGAL SERVICES
THIS AGREEMENT made this 20th day of June 2003, in Brea, California, by and
between Northwest Gold, Inc., hereinafter referred to as the "Client" or the
"Company" whose address is 000 Xxxx Xxxxxxx Xxxxxx, Xxxxx X, Xxxx, Xxxxxxxxxx
00000 and Xxx X. Xxxxxx, Esq. Attorney at Law, 00000 Xxxxxxx Xxxx., Xxxxx 0000,
Xxxxxx, Xxxxxxxxxx 00000, hereinafter referred to as "Attorney."
SECTION I.
PURPOSE OF EMPLOYMENT
Client employs Attorney to represent Client as its attorney at law in the
matter of providing legal advice to Client with respect to general corporate
matters.
Attorney agrees to exert their best efforts toward achieving a satisfactory
result in these matters and to keep Client informed of all major developments.
Attorney shall take their instructions solely from Client. ATTORNEYS MAKE NO
GUARANTEES OF ANY KIND TO CLIENT CONCERNING THE RESULTS OF THE CLIENT MATTER
HEREIN.
SECTION II.
ATTORNEY'S FEES
Upon execution hereof, Client shall authorize the issuance of an aggregate
of 400,000 shares of the Company's common stock (the "Shares"), which Shares
shall be registered pursuant to the Securities Act of 1933, as amended, by the
filing of a registration statement on Form S-8. Attorney shall credit Clients'
account in the aggregate amount of $12,000 in consideration for the issuance and
registration of the Shares ($.03 per Share). Attorney shall xxxx Client for its
time at the rate of $300.00 per hour for general corporate work and $90.00 per
hour for all matters for paralegal services and shall credit Clients' account
for the same until such time as Clients' credit balance is reduced to $0.00.
Thereafter, Attorney shall invoice Client on an open account basis. However, in
the event the outstanding balance owed by Clients herein exceeds $2,500 at any
time, Attorneys may thereafter, in their sole discretion, require Client to
submit a minimum of $5,000, which shall be placed in Attorney's trust account
and drawn down by Attorneys after submission of an applicable invoice to Client.
Attorney may amend such rates by providing Client with thirty (30) days
notice of the same.
SECTION III.
COSTS OF MATTER/ACCRUAL OF INTEREST ON UNPAID BALANCES
Client shall not be required to pay Attorney for certain costs, including
but not limited to copying costs, postage costs, telephone costs, telefax costs
and internet research charges, but Client shall be required to pay such costs
incurred by Attorneys for any other matters undertaken by Attorneys on Clients'
behalf. In the event Attorneys pay any such costs, Client will reimburse
Attorneys on demand, if requested, or otherwise deduct the same from any credit
balances existing on Clients account. Once Client's credit balance is reduced to
$0.00, Client agrees to pay all balances due which are set forth in any
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billing within thirty (30) days of receipt, and further agrees to pay interest
on all balances due as indicated on said monthly billing statements of 1.5% per
month if said balance is not paid within 30 days of receipt of statement.
SECTION IV.
SUBSTITUTION OR DISCHARGE OF ATTORNEY
Attorney shall be entitled to its full fee hereunder upon the successful
completion of the Client matters described herein, notwithstanding that Client
may discharge or obtain the substitution of Attorney before Attorney has
completed the services for which it is hereby employed. In the event of
discharge or substitution, all fees and costs are due and payable in full, in
cash, as a condition to the cancellation of this Agreement for Legal Services
and the release of any of Client's files.
SECTION V.
REPRESENTATIONS
Attorney has made no representations, guarantees or warranties as to the
successful conclusion of the Client matters, and all expressions made by
Attorney relative thereto are matters of Attorney's opinion only.
SECTION VI.
LAW GOVERNING THIS AGREEMENT
Client acknowledges that this Agreement shall be governed by the laws of
the State of California and that the courts of the State of California shall
have personal jurisdiction over Client in connection with any enforcement of
this Agreement or the obligations of Client to Attorney arising hereunder.
SECTION VII.
COLLECTION PROCEEDINGS
In the event it is necessary for Attorney to institute collection
proceedings or litigation for the fees and expenses set forth herein, Client
agrees to pay any and all legal fees and costs incurred by Attorney applicable
thereto, whether or not a formal action is deemed necessary to be filed by
Attorney's legal counsel.
SECTION VIII.
DISCONTINUANCE OF LEGAL SERVICES
Client acknowledges and agrees that Attorney shall have the unreserved
right to discontinue and refuse to render any further services for ethical
reasons or in the event Client does not pay the fees in the amount, at the times
and in the manner set forth herein. Client agrees that the Attorney shall have
no liability for any actual, contingent or consequential damages that Client
shall or may incur by reason of Attorney's discontinuance of or refusal to
render such legal services.
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SECTION IX.
TERMINATION
Either party hereto may terminate this Agreement without cause upon thirty
(30) days' written notice to the other party, said notice to be delivered to the
non-terminating party at the address listed above, or at such other address as
the parties hereto may designate. However, in the event of such termination by
Client after conclusion of the services described herein, Client hereby agrees
to tender all fees due hereunder.
SECTION X.
COUNTERPART AND FACSIMILE SIGNATURES
This Agreement may be executed in one or more counterparts, all of which
together shall be deemed one and the same instrument.
For purposes of this Agreement, a document (or signature page thereto)
signed and transmitted by facsimile machine or telecopier is to be treated as an
original document. The signature of any party thereon, for purposes hereof, is
to be considered as an original signature, and the document transmitted is to be
considered to have the same binding effect as an original signature on an
original document. At the request of any party, a facsimile or telecopy document
is to be re-executed in original form by the parties who executed the facsimile
or telecopy document. No party may raise the use of a facsimile machine or
telecopier machine as a defense to the enforcement of this Agreement or any
amendment or other document executed in compliance with this Section.
SECTION XI.
AMENDMENT
This Agreement may be amended by mutual agreement of the parties hereto.
Said amendment shall be in writing and properly executed by the parties hereto
or their duly authorized representatives.
DATED this 20th day of June 2003.
XXX X. XXXXXX, ESQ.
By: s/ Xxx X.Xxxxxx
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Xxx X. Xxxxxx
NORTHWEST GOLD, INC.
By:s/ Xxx XxXxxx
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Xxx XxXxxx, President
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