EXHIBIT 5.3
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XXXXXXX XXXX XXXX & XXXXXXXX, LLC
March 17, 2005
Xx. Xxxxxxxx Xxxxxxxxx, CFO
Xxxxxx Beaumont
0000 00xx Xxxxxx Xxxx, Xxxxx 000
Xxxxxxxxx, XX 00000
Dear Xxx:
This letter shall serve to confirm our agreement as follows:
1. You hereby agree to retain Xxxxxxx Xxxx Xxxx & Xxxxxxxx, LLC ("DRG&E")
effective as of April 1, 2005 to provide IR Counsel(R) - our investor
relations services and advice with respect to financial community
relations, press relations, shareholder relations and related matters; as
well as to provide InsideOutlook(R) - our new outlook development services,
support and counsel with respect to enhancing current and forward-looking
disclosures and related matters.
2. The initial term of this agreement shall be for the period of twelve (12)
months commencing on April 1, 2005 and expiring on March 31, 2006. From and
after March 31, 2006 this agreement shall automatically continue in full
force and effect, provided however, that either party may terminate this
agreement upon ninety (90) days prior written notice of termination to the
other party given at any time after March 31, 2006. During said ninety (90)
day notice period, the parties shall continue to perform all of their
obligations under this agreement including your payment of the monthly
installments and reimbursement of disbursements under Paragraph 3 hereof.
3. As compensation for the combination of IR Counsel and InsideOutlook
services to be rendered by DRG&E hereunder, you shall pay a monthly
activity fee of $XXXXXX. In addition to the monthly activity fee, you shall
be responsible for all reasonable and necessary disbursements made by DRG&E
on your behalf, including, but not limited to, long distance telephone
calls, postage, photocopies, fax and newswire services, and travel and
entertainment expenses. Prior to the beginning of each month, DRG&E shall
xxxx you the next monthly fee, and you shall reimburse DRG&E for all
expenses and disbursements made on your behalf as of the date of the
billing. Invoices are due and payable upon receipt.
4. DRG&E acknowledges its responsibility to preserve the confidentiality of
any proprietary information or data developed by DRG&E on behalf of you or
disclosed by you to DRG&E and agrees that it will maintain such
confidentiality and will return all confidential information upon
termination of this agreement.
5. DRG&E and Xxxxxx Beaumont shall mutually indemnify each other against any
and all liability, loss, claim or action in connection with performance of
this agreement or the conditions created thereby. Xxxxxx Beaumont hereby
acknowledges that DRG&E shall rely upon the accuracy of all information
provided by you to it. You assume full and complete responsibility and
liability for any information furnished to DRG&E for its prior Xxxxxx
Beaumont approved use on your behalf hereunder and you shall indemnify and
hold harmless DRG&E from and against any demands, claims, or liability in
relation thereto unless DRG&E uses such information without the consent and
agreement of Xxxxxx Beaumont. Further, both parties agree they shall pay
any amounts payable by either party in settlement of any claims or in
satisfaction of any judgments resulting from the performance of this
agreement or the use of any information furnished by you in connection with
the services rendered by DRG&E hereunder, together with all costs and
expenses incurred in connection therewith, including without limitation,
reasonable attorneys' fees and costs of litigation. Both parties will be
consulted upon the choice of attorneys and costs of litigation for each
other's agreement and consent on those matters.
6. This Agreement constitutes the entire understanding and agreement between
the parties with respect to the subject matter covered herein and all prior
or contemporaneous understandings, negotiations and agreements are herein
merged.
7. This Agreement may not be altered, extended, or modified nor any of its
provisions waived, except by a document in writing signed by the party
against whom such alteration, modification, extension or waiver is sought
to be enforced.
8. A waiver by either party of any breach, act or omission of the other party
is not to be deemed a waiver of any subsequent similar breach, act or
omission.
9. The terms and provisions of this Agreement shall be binding upon and shall
inure to the benefit of each of us and our respective successors and
assigns.
10. This Agreement shall be governed by the laws of the State of Texas. Each
party hereby agrees to jurisdiction and venue in the State or Federal
courts in Xxxxxx County, Texas. You hereby waive personal service of
process in any action or proceeding arising hereunder and you agree that
such process shall be deemed properly and adequately served if sent to you
at your address set forth in this Agreement, by certified or registered
mail, return receipt requested.
If the foregoing correctly sets forth the terms and conditions of our agreement,
please have an original of this letter signed by a duly authorized officer
beneath the words "Agreed to and Accepted" and fax back to us today. I will
pickup the original of the contract and the check for $XXXXX covering the April
2005 fee when I come to your offices the week of March 20.
Again, thanks for your confidence in DRG&E and we look forward to a mutually
beneficial long-term relationship.
Very truly yours,
XXXXXXX XXXX XXXX & XXXXXXXX, LLC
By: /s/ Xxxxxxx X. Xxxxxxx
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Xxxxxxx X. Xxxxxxx, Managing Partner
Date: 3-17-05
AGREED TO AND ACCEPTED:
XXXXXX BEAUMONT, INC.
By: /s/ signature
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Date: 3/17/05
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