Weed & Co. LLP Letterhead] January 25, 2010
[Weed
& Co. LLP Letterhead]
January
25, 2010
Xxxxxx
Mining, Inc.
0000
Xxxxx Xxxxxx, Xxxxx. 000
New York,
New York 10021
RE: Legal Services
Greetings:
The
purpose of this letter is to memorialize the fee agreement between Xxxxxx
Mining, Inc., a Nevada corporation, and its subsidiaries (“CLIENT”), and Weed
& Co. LLP, a California limited liability partnership (“Law
Firm”).
• Annual Compliance
Package ($10,000/month) includes: (i) the annual report on Form 10-K;
(ii) the annual meeting of stockholders; (iii) three quarterly reports on Form
10-Q; and (iv) up to four current reports on Form 8-K.
Commencing
January 25, 2010 and continuing through December 31, 2010, Law Firm shall render
the legal services described above as the Annual Compliance Package for
a fixed fee of $10,000, payable monthly, in arrears. CLIENT may
engage Law Firm on any new matters in exchange for payment of fees determined in
accordance with this agreement. Law Firm makes no promises or
guarantees regarding the outcome of matters upon which Law Firm is engaged to
represent CLIENT.
To
protect both of the parties and to comply with professional obligations, we have
already discussed with each other and resolved any potential conflicts of
interest with present or former clients. The services that Law Firm
will provide shall be in accordance with the following terms and
conditions. We advise you to seek the advice of independent counsel
before signing this agreement.
Professional
Fees
Fees will
be based upon the reasonable value of Law Firm’s services as determined in
accordance with the American Bar Association Model Code of Professional
Responsibility and the California & Texas Rules of Professional
Conduct. Fees will be based on the rates charged by Law
Firm.
Law
Firm’s rate is $300 per hour. It is anticipated that CLIENT and Law
Firm will agree on a fixed fee for special projects from time to
time. The fixed fee arrangements for special projects will be agreed
to in writing. Law Firm's fees will be paid in cash
monthly.
Costs
and Expenses
CLIENT
understands that in the course of representation, it may be necessary for Law
Firm to incur certain costs or expenses. CLIENT will reimburse Law Firm for
certain costs or expenses actually incurred and reasonably necessary for
completing the assigned matter, as long as the charges for costs and expenses
are competitive with other sources of the same products or services and approved
by CLIENT in advance. More particularly, CLIENT will reimburse Law Firm in
accordance with the following guidelines:
1. Computer-Related Expenses -
CLIENT will reimburse Law Firm for computerized research and research
services. However, any charges over $500 per month will require approval. CLIENT
also encourages Law Firm to utilize computer services that will enable Law Firm
to more efficiently manage the projects.
2. Travel - CLIENT will
reimburse Law Firm for expenses in connection with out of town travel. However,
CLIENT will only reimburse for economy class travel and, where necessary, for
the reasonable cost of a rental car. All related travel expenses, i.e., lodging
and meals, must be reasonable under the circumstances.
3. Filing Fees & Court Costs -
CLIENT will reimburse Law Firm for expenses incurred in connection with
filing fees and court costs, if any, but will not be responsible for sanctions
or penalties imposed due to the conduct of Law Firm.
CLIENT
shall pay and hold Law Firm harmless from all such costs and expenses incurred
on CLIENT's behalf. Law Firm may, but shall not be obligated to,
advance funds on CLIENT's behalf. In such event, CLIENT agrees to reimburse Law
Firm upon demand for the amounts advanced. Substantial outside fees (such as
state filing fees or SEC filing services) may be referred to CLIENT for direct
payment.
Billing
All bills
will include a summary statement of the kinds of services rendered during the
relevant period. CLIENT expects that Law Firm will maintain back-up
documentation for all expenses. CLIENT expects to be billed monthly
or at the conclusion of each project and agrees to pay Law Firm’s invoices
within fifteen days of receipt. Law Firm shall bill in increments of
one-quarter (1/4) hour unless otherwise agreed in writing.
Delay
in Payment
In the
event that any of Law Firm's bills remain unpaid for more than 60 days after
receipt by CLIENT, Law Firm shall have the right to discontinue rendering
further services to CLIENT in connection with any matter then being handled for
CLIENT by Law Firm and to take appropriate action to collect such
fees.
Involvement
of Client
CLIENT
expects to be kept closely involved with the progress of Law Firm’s services in
this matter. Law Firm will keep CLIENT apprised of all material developments in
this matter, and will provide sufficient notice to enable a representative to
attend meetings, conferences, and other proceedings.
There may
be times when Law Firm will need to obtain information from CLIENT. All requests
for access to documents, employees, or other information shall be granted
without unreasonable delay.
Termination
CLIENT
shall have the right to terminate Law Firm’s engagement by written notice at any
time. Law Firm has the same right to terminate this engagement,
subject to an obligation to give CLIENT reasonable notice to permit it to obtain
alternative representation or services and subject to applicable ethical
provisions. Law Firm will be expected to provide reasonable
assistance in effecting a transfer of responsibilities to the new service
provider.
Disputes
The laws
of the State of California shall govern the interpretation of this agreement,
including all rules or codes of ethics that apply to the provision of
services. All disputes between us arising out of this engagement that
cannot be settled shall be resolved in a federal or state court located in
Orange County, California.
Thank you
in advance for your prompt attention to this matter.
Very
truly yours,
/s/ Xxxxxxx X.
Xxxx
Xxxxxxx
X. Xxxx
Managing
Partner
