Exhibit 10.13
XXXXX & XXXXX
A PROFESSIONAL CORPORATION
COUNSELLORS AT LAW
3100 ROUTE 000 XXXX
XXXXXXX XXXXX, XXXXXXXX XXX
XXXX, XXX XXXXXX 00000
W. XXXXX XXXXX XXX.XXXXXXXX.XXX TELEPHONE: 000-000-0000
W. XXXXX XXXXX, XX.> FACSIMILE: 732-280-4112
XXXXXX X. XXXXXXXXXXXX, III
> NJ & NY BARS
RETAINER AGREEMENT - LEGAL SERVICES
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THIS AGREEMENT, dated January 1, 2005, is made BETWEEN the Client,
Velocity Investments, LLC, 48 So. Franklin Tpk., Ramsey, N.J. 07446 (a wholly
owned subsidiary of Velocity Asset Management, Inc.) and XXXXX & XXXXX, P.C.,
whose address is 3100 Route 000 Xxxx, Xxxxxxx Xxxxx, Xxxxxxxx Xxx, Xxxx, XX
00000 hereinafter referred to as the "Law Firm".
1. Legal Services to be Provided, Term and Renewal You agree that the Law
Firm will represent you in the collection of the balance due and owing
upon certain New Jersey unsecured consumer receivables purchased by the
client for the term January 1, 2005 through January 1, 2006. This
Agreement shall renew for an additional year on each first of January
hereafter on the same terns and conditions contained herein, unless
terminated by the client prior thereto. The legal work includes all
necessary court appearances; research; investigation; correspondence;
preparation and drafting of pleadings and other legal documents; making
or receiving telephone calls; conferring with Client or other counsel,
and other persons; reading, drafting and responding to correspondence
and other documents; doing legal research; preparing memoranda and
reading and reviewing file materials and related work to properly
represent you in this matter. This agreement supercedes and replaces
any and all prior written or oral legal fee agreements between the
parties hereto.
2. Additional Legal Services. If you need any other services which may or
may not be related to the above matter, you and the Law Firm may make a
new agreement to provide the other services.
3. Legal Fees.
A. Contingent Fee. The Firm is entitled to a contingent
collection fee of 25% of all amounts collected and paid by the
debtor to the Firm and /or to the Client directly.
B. Deposits of Debtor Payments and Deduction of Fees. Client
authorized the Firm to endorse any debtor payments in its name
for deposit in the Firm's Trust Account and disbursement of
the funds after deducting any outstanding or anticipated out
of pocket costs and the Firm's Fees as set forth herein.
C. Client Commission. In the event that cases are referred to
Firm from a third party client as a result of the Client's
referrals and or actions, the Firm shall be entitled to charge
the third party client whatever fee is negotiated. The Client
shall then be entitled to commission amounting to 5% on any
collections received by the Firm with respect to the referred
claims. This commission is to be paid monthly on the last
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business day of each month. On December 7, 2004, the Firm was
referred 276 claims by Unifund as a result of a referral by
the Client (the "December Referred Claims"). The Firm hereby
agrees to pay the Client 30% of any fees received by the Firm
from Unifund on the December Referred Claims.
3. Costs and Expenses. In addition to legal fees, you must pay the
following costs and expenses: Experts' fees, court costs, accountants'
fees, appraisers' fees, service fees, investigator fees, deposition
costs, messenger services, photocopying charges, telephone toll calls,
postage and any other necessary expenses in this matter. The Law Firm
will advance the costs of the expenses at the particular time of need.
On a monthly basis the Law Firm will xxxx the client for costs expended
and deduct same from the aggregate monies collected. In the event that
the aggregate monies collected is less than the xxxx for monthly costs
advanced a xxxx will be generated and sent directly to the client for
payment. All expert(s) will be hired by you so that you are solely
responsible for their fees. The Law Firm may require the Client to
maintain a cost account balance in the amount referred to in paragraph
4 A. above at all times. In the event Client fails to do so at the Law
Firm's request, the Law Firm is not obligated to render any further
legal services so long as a deficiency exists. Costs for expenditures
paid will be deducted from monies collected from the debtor to
replenish the aforesaid deposit for costs. Any amount remaining, of
this deposit for costs, after the conclusion of the matter, shall be
refunded to the Client except that any balance on hand for
miscellaneous expenses shall be turned over to the Law Firm as and for
miscellaneous expenses.
4. Legal Research. The Law Firm conducts it's legal research on the
client's behalf through on-line access to the Lexis-Nexis Legal
Library. The Law Firm will charge the client a $25.00 Library Access
Fee each time it accesses the Lexis Legal Library on Client's behalf,
with regard to New Jersey legal authorities. In the event it is
necessary in the Firm's representation of the client, in it's
discretion, to utilize Lexis-Nexis to verify the legal issue in
question using Xxxxxxx'x Citation Service or research outside New
Jersey authorities, the Lexis on-line charges (presently $4.50/min.)
shall be billed to the client as an additional cost. No cost in this
regard shall be incurred beyond $100.00 without the client's written
permission.
5. Bills. The Law Firm will not send you itemized bills. Legal fees will
be deducted from funds collected from the debtor. The Firm shall not at
any time be required to continue to represent the Client unless all of
the Firm's prior bills and requests for out of pocket costs spent or
anticipated and trial fees have been paid when due. In addition, the
Firm shall not be required to represent the Client at trial unless the
Client has paid to the Firm the trial fees requested to cover the
reasonably expected fees and expenses of trial required by the Firm
under the provisions of this Agreement. Further, the Firm retains the
right to decline representation of the Client on appeal and may so
terminate representation, or, may request further retainers to cover
the reasonably expected fees and expenses of appeal. In the event a
check received from the client for payment on account should be
returned by the bank as "uncollected", a processing fee of $50 will be
charged by the Law Firm for the bookkeeping activity involved. In the
event it is necessary to institute a law suit for the collection of the
legal fees and/ or costs referred to herein, you agree that liquidated
attorney's fees in an amount of 30% of the outstanding account balance
(legal fees, interest and costs) will be added to the amount due, or,
such additional attorney's fees as may be awarded by any court, in its
discretion.
6. Your Responsibility. You must fully cooperate with the Law firm and
provide all information relevant to the issues involved in this matter
on a timely basis, as required by the Law Firm. You must also pay all
bills as required by this Agreement. If you do not comply with these
requirements, the Law Firm may ask the Court for permission to withdraw
from representing you. The Law Firm will also withdraw at your request,
at any time.
7. No Guarantee. The Law Firm agrees to provide conscientious, competent
and diligent services and at all times will seek to achieve solutions
which are just and reasonable for you. However, because of the
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uncertainty of legal proceedings, the interpretation and changes in the
law and many unknown factors, attorneys cannot and do not warrant,
predict or guarantee results or the final outcome of any case.
8. Exhaustion of Efforts and File Closing. Client acknowledges that the
firm in its sole discretion, may declare that it has performed all
reasonable legal services in collection and that the account is
uncollectible and the file will be closed.
9. Attorney. W. Xxxxx Xxxxx, Xx., Esq. shall be principally responsible
for the Client's representation. In addition, other members and/or
associates of the Firm may act on the Client's behalf from time to time
in connection with the Firm's representation, and the Firm shall use
its discretion in selecting those members, and/or associates.
10. Entire Understanding. The foregoing represents the entire agreement
between the Firm and Client. By signing below, the Client acknowledges
that he or she has carefully read this Agreement, understands its
contents, and agrees to be bound by all of its terms and conditions;
that the Firm has made no representation to the Client as to the
likelihood of the outcome of any proceeding now pending or to be
brought by or against the Client, and that the Client believes this
Agreement to be fair and reasonable.
11. Right to Consultation and Acknowledgment of Receipt of Copy. The Client
understands that he or she has the right to consult with another lawyer
in connection with any of the terms of this Agreement prior to signing
it. Client acknowledges receipt of a copy of this Agreement.
12. Resolution of Disputes. Any claim by the Firm for unpaid fees and
expenses, and any defenses or counterclaims to such a claim, whether
based on a claim of inadequate representation, malpractice, or any
other ground, shall be resolved exclusively through arbitration. In
other words, there will be no jury trial or non-jury court proceeding
to resolve any dispute between the Client and the Firm (the "Parties");
rather, any such dispute will be resolved by the parties through
binding non-court arbitration proceedings. For purposes of resolving
fee disputes, the Parties agree to have the matter resolved by
arbitration in accordance with the then prevailing rules of the
applicable Attorney-Client Fee Arbitration Rules of the New Jersey
Courts. The award of the arbiters shall be final, binding and
conclusive on the Parties, and the Parties agree to sign all
appropriate documents necessary to make such proceedings final, binding
and conclusive as required by the arbiter. The arbitration contemplated
by the above paragraph shall be in accordance with New Jersey Court
R.1:20A-1 et. seq., before the District Fee Arbitration Committee
established by the New Jersey Supreme Court. The Law Firm shall give
the Client notice and the opportunity to pursue such fee arbitration.
In the event the Client fails or refuses to initiate the arbitration,
then the Law Firm shall, notwithstanding any of the provisions of the
above paragraph, be free to initiate a civil action on account of any
monies due under this agreement.
13. Signatures. The undersigned (You) and the Law Firm have read and agree
to this Agreement. You acknowledge that the Law Firm has answered all
of your questions and fully explained this Agreement to your complete
satisfaction. You further acknowledge that you have been given a copy
of this Agreement , after its execution by all parties.
XXXXX & XXXXX, P.C. Velocity Investments, LLC
By: /s/ W. XXXXX XXXXX, XX. By: /s/ XXXXX X. XXXXXXXXX
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W. Xxxxx Xxxxx, Xx., Esq. Xxxxx X. Xxxxxxxxx, Esq. Vice President
and as CFO & CLO of Velocity Asset
Management, Inc.
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