EXHIBIT 10.1 - Engagement Agreement
April 20, 2000
VIA FACSIMILE
(000) 000-0000
Trojan Transition Corporation
00000 XxxXxxxxx Xxxxxxxxx
Xxxxx 000
Xxxxxx, Xxxxxxxxxx 00000
Re: Engagement
Gentlemen:
By this letter we intend to evidence terms under which Trojan
Transition Corporation ("Client") engages Xxxx & Xxxxx, LLP (the "Firm"). Our
agreement is as follows.
(ii) Engagement. Client engages the Firm to provide legal services
for Client as requested. The nature of the services to initially be
provided are general corporate securities and related services.
(iii) Legal Fees. Client will pay the Firm for legal services
performed at the rates set forth in Schedule "A".
3. Additional Support. The Firm will also provide client with all
necessary secretarial support and office, telephone, furniture, facsimile,
reception and administrative services as are necessary to operate Client from
time to time at the flat rate of $250 per month set forth in this Agreement.
4. Statements. The Firm will send Client a statement setting
forth the fees and costs incurred by Client on a monthly basis. All such fees
and costs shall accrue and non-reimbursable in the form of cash.
5. Results. The Firm has made no promises or guarantees to Client
concerning the outcome of the referenced matter, and nothing in this agreement
shall be construed as such a promise or guarantee.
42
6. Termination of Services. Our relationship shall be at will and
either the Firm or Client shall have the right to terminate this relationship at
any time with or without cause.
7. Arbitration. Any dispute hereunder, or concerning the rights
of any of the parties hereto, including, but not limited to, any dispute over
the amount of fees or costs due and owing and any dispute over alleged
malpractice shall be decided by arbitration by a retired judge of the Superior
Court to be agreed upon by the parties. Client understands that it may well be
entitled to a jury trial as to any claim against the Firm for malpractice or for
other claims and that Client hereby waives any such right. Client represents
that it has had the opportunity to consult independent counsel of its choice
regarding its waiver of any right to a jury as specified above and as to the
other terms of this agreement and has either done so or has knowingly and
willingly of its own free choice chosen not to consult such independent counsel.
If the parties cannot agree upon an arbitrator, the presiding judge of the
Superior Court of Orange County shall be requested to appoint a retired judge to
act in such capacity, upon petition of any party hereto. In the event the
presiding judge fails or refuses for thirty (30) days after a request to make
such appointment, the court shall be petitioned to appoint a lawyer licensed to
practice in California as sole arbitrator. Any decision or award as a result of
any arbitration proceeding shall include the assessment of costs and reasonable
attorneys' fees to the pre vailing party and shall be enforceable in any court
of law.
8. Entire Agreement. This agreement contains the entire
understanding among the parties hereto and supersedes any prior understandings
and agreements among us with respect to the subject matter herein. There are no
representations, agreements, arrangements or understandings among the parties,
oral or written, relating to the subject matter of this agreement that are not
fully expressed herein. Any statements, promises or inducements, whether made by
any party or agent of any party, that are not contained in this agreement shall
not be valid or binding. This agreement may not be enlarged, modified or altered
except by a written agreement signed by all the parties hereto.
9. Notice. All notices, requests, demands or other communications
necessary to be given hereunder shall be in writing and shall be deemed to have
been given if delivered via facsimile or if mailed by United States Mail,
postage prepaid, to the parties at the following addresses (or at such other
addresses as a party may notify the other party of in writing in accordance with
this section).
If to the Firm address to: Xxxx & Xxxxx, LLP
00000 XxxXxxxxx Xxxxxxxxx, Xxxxx 000
Xxxxxx, XX 00000
Facsimile: (000) 000-0000
Attention: Xxxxxxx X. Xxxx
43
If to Client address to: Trojan Transition Corporation
00000 XxxXxxxxx Xxxxxxxxx
Xxxxx 000
Xxxxxx, XX 00000
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
Attention: Xxx X. Xxxxx
10. Retention of Client's File. Client is entitled to a copy of
the file materials maintained or generated by the Firm with respect to Client's
representation by the Firm, except those undisclosed work product materials
reflecting the Firm's impressions, conclusions, opinions, legal research or
theories upon reasonable notice and at Client's expense. Where the Firm
withdraws, Client cancels this agreement and substitutes the Firm out as
attorneys of record in any litigation in which the Firm were representing
Client, or upon completion of the work for which the Firm were retained by
Client, Client is entitled, upon giving the Firm reasonable notice, to custody
of the original Client file and the Firm, at their expense, are entitled to keep
a copy of any of said Client file materials they deem desirable. At the
conclusion of the handling by the Firm of the matter to which this agreement
pertains, the Firm may at any time, in the Firm's absolute discretion, store the
original file or destroy all or part of the file.
11. Counterparts. This agreement may be executed in counterparts,
each of which may be deemed an original, and taken together they shall
constitute one and the same agreement. For the purposes of the relationship
between Client and the Firm, facsimiles and future means of electronic
communication may be deemed and shall be treated as originals.
* * *
If the foregoing is acceptable to you, please sign where indicated
below.
Very truly yours,
XXXX & XXXXX, LLP
By: /s/ Xxxxxxx X. Xxxx
-----------------------
Xxxxxxx X. Xxxx
ACKNOWLEDGED AND AGREED TO
AS OF FEBRUARY 21, 2000
TROJAN TRANSITION CORPORATION
By:/s/Xxx X. Xxxxx
------------------
Xxx X. Xxxxx, President
44
SCHEDULE "A" OF SERVICES AND FEES
---------------------------------
Deposit: None
--------
FEES
Senior Partner $250
Jr. Partner $200
Associate $150
Law Clerk $ 85
Paralegal $ 85
Computer Litigation
Analyst $ 35
45
