EXHIBIT 10.9
ENGAGEMENT AGREEMENT
This Agreement defines the arrangement by which Rockport Healthcare Group, Inc.
("Company") will retain attorney, Xxxx X. Xxxxxxx ("Attorney"), to perform
various legal services.
A. It is not considered feasible or cost effective by Company to employ a
General Counsel in the immediate future, though it does retain outside
counsel to provide advice concerning general corporate matters. This
Agreement is intended to provide immediately available and knowledgeable
legal counsel to Company in the absence of a General Counsel. Attorney will
function on a part-time basis, as reasonably requested by Company to be
available for the performance of various legal services, including the
following:
- Review and make recommendations concerning transactions,
contracts and commitments from a legal perspective to protect
interests of the Company.
- Participate in negotiations of business transactions and
settlements.
- Review various internal and miscellaneous issues involving
Company, which might have legal implications.
- Review the work and billing of outside law firms used by Company.
B. As someone familiar with the history, operations, staff and personnel of
Company, Attorney is expected to save the extra time and related expense
that would otherwise be involved in the use of outside counsel less
knowledgeable concerning the Company.
C. This agreement shall have a term of one year and automatically renew for
one year periods thereafter, unless either party should indicate their
intention to terminate this agreement within sixty days prior to the end of
any annual period. Should Attorney fail to perform services hereunder in a
professional manner, or should he fail to reasonably respond to Company
requests for particular services, Company may terminate this agreement at
any time upon notice to Attorney.
D. In consideration of legal services to be performed, Company agrees to pay
Attorney a fee of $250.00 per hour, with a minimum guaranteed monthly
retainer of $6,500.00 per month beginning as of April 1, 2001
E. Any expenses incurred in the performance of services hereunder shall be
reimbursed to Attorney upon presentation of appropriate invoices and
receipts. It is expected that Attorney can provide services hereunder
routinely from his California location. Attorney is also prepared from time
to time to travel to Company offices in Texas, or elsewhere, as may be
reasonably requested by Company.
F. Company acknowledges that Attorney cannot and does not guarantee the
outcome of any litigation, business transaction or settlement with respect
to which he may provide services hereunder.
G. This agreement contains all the terms and conditions regarding
representation of the Company by Attorney and may only be amended by
written instrument executed by both parties.
ACCEPTED AND AGREED to this 30th day of June, 2001
ROCKPORT HEALTHCARE GROUP, INC.
By:________________
President
___________________
XXXX X. XXXXXXX
