EXHIBIT 10.1 - Engagement Agreement
April 20, 2000
VIA FACSIMILE
-------------
(000) 000-0000
Xxxx Acquisition Corporation
00000 XxxXxxxxx Xxxxxxxxx
Xxxxx 000
Xxxxxx, Xxxxxxxxxx 00000
Re: Engagement
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Gentlemen:
By this letter we intend to evidence terms under which Xxxx Acquisition
Corporation ("Client") engages Xxxx & Xxxxx, LLP (the "Firm"). Our agreement is
as follows.
(ii) Engagement. Client engages the Firm to provide legal services for
Client as requested. The nature of the services to initially be
provided are general corporate securities and related services.
(iii) Legal Fees. Client will pay the Firm for legal services performed at
the rates set forth in Schedule "A".
3. Additional Support. The Firm will also provide client with all necessary
secretarial support and office, telephone, furniture, facsimile, reception and
administrative services as are necessary to operate Client from time to time at
the flat rate of $250 per month set forth in this Agreement.
4. Statements. The Firm will send Client a statement setting forth the fees
and costs incurred by Client on a monthly basis. All such fees and costs shall
accrue and non-reimbursable in the form of cash.
5. Results. The Firm has made no promises or guarantees to Client
concerning the
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outcome of the referenced matter, and nothing in this agreement shall be
construed as such a promise or guarantee.
6. Termination of Services. Our relationship shall be at will and either
the Firm or Client shall have the right to terminate this relationship at any
time with or without cause.
7. Arbitration. Any dispute hereunder, or concerning the rights of any
of the parties hereto, including, but not limited to, any dispute over the
amount of fees or costs due and owing and any dispute over alleged malpractice
shall be decided by arbitration by a retired judge of the Superior Court to be
agreed upon by the parties. Client understands that it may well be entitled to a
jury trial as to any claim against the Firm for malpractice or for other claims
and that Client hereby waives any such right. Client represents that it has had
the opportunity to consult independent counsel of its choice regarding its
waiver of any right to a jury as specified above and as to the other terms of
this agreement and has either done so or has knowingly and willingly of its own
free choice chosen not to consult such independent counsel. If the parties
cannot agree upon an arbitrator, the presiding judge of the Superior Court of
Orange County shall be requested to appoint a retired judge to act in such
capacity, upon petition of any party hereto. In the event the presiding judge
fails or refuses for thirty (30) days after a request to make such appointment,
the court shall be petitioned to appoint a lawyer licensed to practice in
California as sole arbitrator. Any decision or award as a result of any
arbitration proceeding shall include the assessment of costs and reasonable
attorneys' fees to the prevailing party and shall be enforceable in any court of
law.
8. Entire Agreement. This agreement contains the entire understanding
among the parties hereto and supersedes any prior understandings and agreements
among us with respect to the subject matter herein. There are no
representations, agreements, arrangements or understandings among the parties,
oral or written, relating to the subject matter of this agreement that are not
fully expressed herein. Any statements, promises or inducements, whether made by
any party or agent of any party, that are not contained in this agreement shall
not be valid or binding. This agreement may not be enlarged, modified or altered
except by a written agreement signed by all the parties hereto.
9. Notice. All notices, requests, demands or other communications
necessary to be given hereunder shall be in writing and shall be deemed to have
been given if delivered via facsimile or if mailed by United States Mail,
postage prepaid, to the parties at the following addresses (or at such other
addresses as a party may notify the other party of in writing in accordance with
this section).
If to the Firm address to: Xxxx & Xxxxx, LLP
00000 XxxXxxxxx Xxxxxxxxx, Xxxxx 000
Xxxxxx, XX 00000
Facsimile: (000) 000-0000
Attention: Xxxxxxx X. Xxxx
If to Client address to: Xxxx Acquisition Corporation
00000 XxxXxxxxx Xxxxxxxxx
00
Xxxxx 000
Xxxxxx, XX 00000
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
Attention: Xxx X. Xxxxx
10. Retention of Client's File. Client is entitled to a copy of the file
materials maintained or generated by the Firm with respect to Client's
representation by the Firm, except those undisclosed work product materials
reflecting the Firm's impressions, conclusions, opinions, legal research or
theories upon reasonable notice and at Client's expense. Where the Firm
withdraws, Client cancels this agreement and substitutes the Firm out as
attorneys of record in any litigation in which the Firm were representing
Client, or upon completion of the work for which the Firm were retained by
Client, Client is entitled, upon giving the Firm reasonable notice, to custody
of the original Client file and the Firm, at their expense, are entitled to keep
a copy of any of said Client file materials they deem desirable. At the
conclusion of the handling by the Firm of the matter to which this agreement
pertains, the Firm may at any time, in the Firm's absolute discretion, store the
original file or destroy all or part of the file.
11. Counterparts. This agreement may be executed in counterparts, each of
which may be deemed an original, and taken together they shall constitute one
and the same agreement. For the purposes of the relationship between Client and
the Firm, facsimiles and future means of electronic communication may be deemed
and shall be treated as originals.
* * *
If the foregoing is acceptable to you, please sign where indicated
below.
Very truly yours,
XXXX & XXXXX, LLP
Xxxxxxx X. Xxxx
ACKNOWLEDGED AND AGREED TO
AS OF FEBRUARY 21, 2000
XXXX ACQUISITION CORPORATION
By:/s/Xxx X. Xxxxx
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Xxx X. Xxxxx, President
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SCHEDULE "A" OF SERVICES AND FEES
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Deposit: None
FEES
FEES
Senior Partner $250
Jr. Partner $200
Associate $150
Law Clerk $ 85
Paralegal $ 85
Computer Litigation
Analyst $ 35
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