ATTORNEY/CLIENT REPRESENTATION AND FEE AGREEMENT
This Attorney/Client Representation and Fee Agreement (this
"Agreement") is hereby entered into by Client (as defined below), and
Attorney (as defined below) whereby the Attorney shall provide
representation, specifically, legal services (the "Representation") to
the Client upon the terms and conditions herein.
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"Client(s)" shall mean: | Maxxzone, Inc.
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"Subject" shall mean legal | General corporate governance,
counseling, planning, consultation, | and general securities
and drafting in connection with the | regulatory compliance for the
following matters: | period of 10/1/03 to 12/31/03
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"Attorney's Fee" shall be (subject | 250,000 shares of Client's
to the terms of this Agreement): | common stock
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1. Attorney. "Attorney" shall mean Xxxxxxx X. Xxxxxxxxxx, f a x:
619.374.2027
2. Fees, Charges and Expenses. The Attorney's Fee for the
Representation shall be the Attorney's Fee defined above. The
Attorney's Fee does not include charges, and expenses incurred by
Attorney ("Expenses"). Expenses include, but are not limited to, court
fees, service of process charges, photocopy services, notary fees,
computer assisted legal research, long distance telephone charges,
messenger and delivery fees, postage, facsimile charges, deposition
costs, parking, mileage at thirty cents ($0.30) per mile, investigation
expenses, consultant's fees, expert witness fees, and all other costs
deemed necessary at the Attorney's exclusive discretion. Client agrees
to pay Expenses within a reasonable time upon demand, or to reimburse
Attorney, within a reasonable time upon demand, for any Expenses that
Attorney may have advanced. Attorney shall notify client before
incurring expenses in excess of $250.00.
3. Continuing Representation and Fees. The Attorney's Fee does not
include additional services rendered either: (i) beyond the Subject of
this Agreement, (ii) in connection with the Subject of this Agreement,
but not reasonably anticipated by Client or Attorney, or (iii)
continuing services following the termination of this Agreement
("Additional Services"). Additional Services shall be governed by the
terms of this Agreement, unless a separate agreement is executed.
Additional Services shall be charged at Attorney's standard hourly rate
of $250 per hour ("Additional Fees"). Attorney shall notify Client of
Additional Fees before they are incurred in excess of $100.
4. Payment Terms and Finance Charges. Attorney's Fees are due in
advance. Expenses and Additional Fees are due within 5 days of invoice.
Any due Attorney's Fees, Expenses, and Additional Fees shall incur
interest at 15% per annum.
5. Related Party. "Related Party" shall mean any person or witness,
with which the Attorney has a present or former legal, business,
financial, professional, or personal relationship either in connection
with the Subject of the Representation, which might affect the
Representation.
6. Limits of Representation and Confidentiality; Disclosure and Written
Consent. The Representation and the underlying attorney/client
confidentiality conferred by law is hereby limited as follows:
a. ORGANIZATION AS CLIENT. If the Client is an organization other
than a natural person, this Agreement does not necessarily confer
either confidentiality or Representation beyond the organization
itself to any officer, employee, body, or constituent of the
organization, except by separate written agreement between the
attorney and such officer, employee, body or constituent.
b. SERIOUS LIMITATIONS OF REPRESENTATION WITH RESPECT TO MULTIPLE
CLIENTS. If the Client under this Agreement is more than one
party, then the Representation is a "Joint Representation", and
each client is a "Joint Client", and this Paragraph shall apply to
this Agreement. The interests of each Joint Client may potentially
conflict, or may actually conflict, and Joint Representation
carries serious risks to each Client. Attorney shall balance the
interests of each Joint Client, and shall not advocate for any
Joint Client individually; thereby, the results obtained for each
Joint Client shall not be as advantageous as if the Attorney
represented each Joint Client individually. Furthermore, the
attorney/client confidentiality normally afforded in an
attorney/client relationship shall not apply with respect to each
Joint Client; in other words, Attorney shall share information
gathered from any Joint Client with all other Joint Clients.
ATTORNEY STRONGLY DISCOURAGES JOINT REPRESENATION ARRANGMENTS. BY
SIGNING THIS AGREEMENT, JOINT CLIENTS HEREBY CONSENT TO THE RISKS
OUTLINED HEREIN. JOINT CLIENTS MUST EACH SIGN A COPY OF THIS
AGREEMENT.
7. Discharging Attorney. Client may discharge Attorney at any time,
upon written notice to Attorney, and Attorney will immediately after
receiving such notice, cease to render additional services. Such a
discharge does not, however, relieve Client of the obligation to pay
Attorney's Fees, Additional Fees, and Expenses incurred prior to such
termination, and Attorney has the right to recover from Client the
reasonable value of Attorney's legal services rendered from the
effective date of the Agreement to the date of the discharge.
8. Attorney's Withdrawal. Attorney may withdraw from representation of
Client (i) with Client consent, (ii) upon court approval if required by
law, or (iii) if no court action has been filed, upon reasonable notice
to Client. Attorney does not maintain errors and omissions insurance
that would provide coverage to Client under this Agreement.
9. Effective Date. This agreement will take effect when both parties
have executed the agreement, but its effective date will be retroactive
to the date Attorney first performed services. The date at the
beginning of this Agreement is for reference only. Even if this
Agreement does not take effect, Client will be obligated to pay
Attorney the reasonable value of any services Attorney may have
performed for Client.
10. Work Product and Copyright. All copyrights and other intellectual
property rights not expressly transferred to Client under this
Agreement shall remain with Attorney; Attorney's work product shall not
be deemed to be a "work for hire" as used in the U.S. Copyright Act.
"Attorney" "Client"
Date: 10/1/03 Date: 10/1/03
/s/ Xxxxxxx Xxxxxxxxxx /s/ Xxxxxx Xxxxxx, President
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