EXHIBIT 10.2
ATTORNEY-CLIENT RETAINER AGREEMENT
STATE OF LOUISIANA:
PARISH OF LAFAYETTE:
This attorney-client agreement entered herein and effective on the 1st day of
May, 1998, by and between:
ENVIRONMENTAL REMEDIATION HOLDING CORPORATION ("ERHC"), a business
corporation organized under the laws of the State of Colorado and represented
herein by its president and chairman of the Board of Directors, Xxx X. Xxxx,
Xx., presently having its principal office at 1686 General Xxxxxx, in Lafayette,
Louisiana, sometimes referred to hereinafter as "Client"
and
XXXXXXX X. XXXXXX, LTD., a professional law corporation, with offices at
0000 Xxxxx Xxxx, X.X. Xxx 00000, Xxxxxxxxx, Xxxxxxxxx 00000-0000, represented
herein by its president and chief executive officer, Xxxxxxx X. Xxxxxx, Xx.,
sometimes hereinafter referred to as "Attorney."
WHEREAS, the client has neeed for general legal representation in the
ordinary course of its business activities and has selected the Attorney because
of its reputation and skill in the representation of corporations and other
business entities in commercial transactions, litigation, financial matters and
particularly oil and gas matters. The Client and Attorney have come to an
agreement concerning general legal representation of the Client to be undertaken
by the Attorny on a general retainer basis. This agreement reflects the terms
and conditions of such engagement of the Attorney as have been agreed to between
he parties.
Scope of the Engagement
1. The Attorney shall act as lead counsel to the Client in all litigation
matters which are either now pending or commence after the effective date of
this agreement. In such litigation matters, even when outside counsel is
retained for a given case, the attorney shall supervise all actions taken by
outside counsel, direct the course of the same, and shall be responsible for the
best interest of the client. Client shall furnish the attorney with all
available information requested regarding any such legal matters undertaken so
that adequate legal advise and action taken will be at all times in the best
interest of the Client.
2. The Attorney shall advise, counsel and make recommendations to the
Client regarding activities or contracts which the Client undertakes with third
parties and when necessary draft such legal contracts to consummate such
agreements as directed and requested by the Client.
3. The Attorney shall review all leases for the production of oil and gas
properties presently held by the client or which shall com into existence during
the term of this agreement and give such legal advise to the Client as may be
requested concerning title opinions relating to the subject property, prepare
proposed distribution agreements with royalty owners, division orders relating
to production, and other opinions and legal curative work regarding the
properties as may be necessary for the Client in the ordinary course of its
business.
4. The Attorney shall be responsible to prepare, in whole or part, and/or
supervise the preparation of all loan documents as may be necessary and
requested for the Client. The Attorney shall also appear for and participate in
the negotiation of the terms of such loans and/or other agreements on behalf of
the Client as may from time to time be requested by the Client.
5. The Attorney shall be responsible for supervision of the maintenance of
Corporate minutes of meetings of shareholders, meeting of the Board of Directors
and at the specific request of the Corporation shall review and comment to the
Client concerning all required reporting requirements to be filed with any
government agencies.
6. The Attorney shall advise Client on such matters as my prove necessary
to obtain authorization and qualification in any State in the United States to
do business therein and prepare the necessary corporate documents to do so when
directed by the Client. Additionally, where central or local governmental
permits, licenses or concessions are required for specific activity of the
Client within a jurisdiction or territory, (within or outside of the United
States) upon the request of Client, the Attorney shall inquire about such
requirements and report with recommendations to the client as well as render
such legal assistance as may be necessary in obtaining such documentation.
7. Insofar as the State of Louisiana is concerned, the attorney shall, at
the direction of the Client, perform the necessary legal services to obtain a
certification of authorization to do business therein and to serve as the
registered agent for service of process for the Client in the State of
Louisiana. As such registered agent, the Attorney shall immediately notify
Client as its registered office of any action file against it by third parties
or government agencies and to appear therein as Attorney for Client as may prove
necessary including the filing of responsive pleadings as directed by the
Client.
8. It is understood between the parties that the Attorney is an independent
contractor and legal representative of the Client. At all times herein, it is
understood that the Attorney shall not act as any employee or agent of the
Client (except as registered agent for the service of process) and may only bind
the Client on such matters handled by it as may be specifically directed b the
Client through its officers.
Confidentially
1. At all times during the term of this agreement and thereafter, all legal
matters, legal advise, legal services performed, and information obtained
therein from the Client or in the course of Client's business shall be
confidential and protected by the Attorney to the extend of the attorney client
privilege. The Attrney or any of its employees shall not disclose any such
privileged information to anyone withour the consent of the Client or its
officers.
2. The Attorney shall not represent anyone having any adverse claim
against the Client.
3. The Attorney shall not represent anyone having a conflict of interest
with the Client, except individual officers and/or employees who may be joined
in a lawsuit with the Client or sued in their individual capacity for any
alleged action taken by them on behalf of the Corporation, and in such cases,
only to the extent they are covered by an indemnity agreement with the Client
and the Client agrees and consents to such representation in a written direction
to the Attorney.
Term of the Engagement
A. Primary Term
1. The primary term of this Attorney-Client Contract is a period of two
years from its effective date beginning May 1, 1998 and ending April 30, 2000.
During the primary term of this contract, the same may be canceled by either
party hereto for cause including default in the terms and obligations undertaken
by either party herein.
2. It is understood between the Client and the Attorney that the legal at
all times during this engagement, the services to be performed by the Attorney
shall be handled primarily by Xxxxxxx X. Xxxxxx, Xx., personally, with such
assistance from the Attorney's staff as may be necessary.
B. Automatic Extension of Term Engagement
3. It is the intention of the parties that this agreement may be extended
for one or more one year terms following the expiration of the primary term. The
term of the contract will automatically extend on each anniversary to an
additional year unless one of the parties, or both, notifies the other party
that it does not desire for the engagement to continue, with or without cause,
in writing by U.S. certified or registered mail, at the addresses shown above,
on or before thirty days from the then existing termination of the agreement.
Consideration of the Engagement
4. The consideration for this Attorney Engagement Agreement and without
which the same would not have been made is as follows:
a] The Attorney agrees to perform all legal services requested by the
Client in an efficient and timely manner and at all times to give the
Client first preferential handling of its legal business in priority to all
of clients of the Attorney;
b] The client agrees to immediately cause the issuance of 100,000
unrestricted shares of the common capital stock in Client's corporation to
be registered in the name of the Attorney corporation. These shares of
capital stock shall be fully earned by the Attorney for past services
rendered to Client and as consideration for the execution of this agreement
to provide future legal services.
c] In addition to the above consideration, the Client shall pay the
Attorney the sum of $15,000 each month, commencing on the 1st day of May,
1998 and on the 1st day of each month thereafter until the termination of
the primary term of this agreement or any automatic extensions thereof. All
monthly payment of this retainer shall be considered earned by the Attorney
when paid regardless of the actual time employed by the Attorney in any
given month.
d] In addition to the above monthly retainer for legal services to be
performed, Client agrees to reimburse the Attorney for all costs and
expenses (except employee and staff salaries as
well as general office overhead) directly incurred in the performance of
his duties, including but not limited to necessary travel expenses, long
distance telephone calls, Airborne or Fed Express charges, court costs
advanced, deposition cost, expert fees paid, hotel bills, meals and other
transportation costs when away from Lafayette, La., on business for the
Client. These expenses shall be itemized by the Attorney and billed to the
Client on a monthly basis for approval and payment each month as incurred.
e] In addition to the above retainer fees and monthly expense xxxxxxxx,
Client recognizes that certain services may require extraordinary time and
expertise fo the Attorney, and in such cases, upon the request of the
Attorney, the Client may in advance of such undertaking or thereafter based
on the result o such legal services, agree to pay the attorney additional
or bonus compensation for its services in the form of contingent fees on a
specific undertaking, or in some other method, which such agreement shall
be in writing and approved by the Client and the Attorney.
Amendments to Agreement
This Agreement constitutes the entire agreement between the parties. No
amendment of this agreement shall be binding on either party hereto unless
mutually agreed to in writing and signed by both parties hereto.
THUS DONE AND SIGNED before me, Notary Public, at Lafayette, Louisiana on
this 21st day of April, 1998.
Witnesses ERHC
/s/Xxxxxxxx X. Xxxxxxxxx by: /s/ Xxx X. Xxxx, Xx.
President and Chairman of the Board
/s/Xxxx Xxxxxx CLIENT
XXXXXXX X. XXXXXX, LTD.
by: /s/ Xxxxxxx X. Xxxxxx, Xx.
President
ATTORNEY
/s/ Xxxxxxxx X. Xxxxxxx, Xx.
Notary Public
