April 14, 1999
Digital Video Display Technology Corp.
Attn: Xxx Xxxxxxxx
Re: Engagement Agreement For Legal Services
Gentlemen:
This letter confirms that Digital Video Display Technology Corp., a valid
and existing public corporation in good standing under the laws of the State of
Nevada ("You" or the "Company"), has retained the services of the Law Office of
Xxxx X. Xxxxxxxx, P.C. (the "Firm") to act on your behalf as attorneys for the
following purposes:
1. (a) to counsel, advise and guide You with respect to the
negotiation of licensing and/or similar and related agreements with the
licensors (e.g., record companies and other content providers), advertisers,
merchandise providers and strategic partners relating to possible "e-commerce"
which may be offered as part of the Company's products, and, as applicable, the
licensees/purchasers of the products and services regarding and resulting from
your so-called "video jukebox" technology, and to perform any legal services
related thereto; and
2. (b) to counsel, advise and guide You with respect to the
negotiation of any arrangements regarding third-party investors, private and/or
public financings and/or similar and related agreements regarding the Company,
and to perform any legal services related thereto.
3. Notwithstanding the foregoing, the Firm shall not provide any
tax counseling or litigation services to You.
4. (a) As Compensation for legal services provided by the Firm on
all matters hereunder, You shall pay the Firm its basic fees (subject to Section
3 below), based upon the Firm's current hourly rates, which range from one
hundred twenty-five dollars ($125.00) to four hundred seventy-five dollars
($475.00), depending upon the attorney who is rendering services. You
understand that necessity may require the Firm to adjust these rates from time
to time, and the Firm agrees to give You prior notice of any such adjustment.
In addition, You will reimburse the Firm for all of its expenses incurred in
connection with the performance of its services hereunder promptly upon its
submission to You of statements summarizing such expenses.
5. (b) Charges for services performed and expenses incurred
will be submitted generally to You on a monthly basis, and You agree to make all
payments promptly following your receipt of the Firm's invoice setting forth
such charges. These charges will be subject to reasonable interest charges and
collection costs in the event of late payment or non-payment. The Firm will be
entitled to assume that You have raised all questions You might have (if any)
about a particular invoice within twenty (20) days after your receipt thereof.
The Firm reserves the right to postpone or defer providing additional services
to You or to discontinue its representation of You if billed amounts are not
paid when due.
6. To commence our work consistent with Section 1 above, You shall pay
to the Firm a retainer of Ten Thousand Dollars ($10,000) (the "Retainer"), which
You will deliver or wire transfer to the Firm along with a signed copy of this
agreement and another Five Thousand (5,000) within ten days of signing of this
Retainer the total of Fifteen Thousand ($15,000) Dollars will then be credited
against the Firm's basic legal fees and related expenses as and when they are
billed to You.
7. The foregoing provisions notwithstanding, the Firm shall have
complete discretion to accept or decline representation of You in any particular
matter in respect of which You request the Firm's counsel or advice, and You
similarly may terminate this agreement at any time, provided that such
termination shall not affect any expenses incurred, or any fees earned or
equitably accrued, before such termination.
8. If the Firm should be of particularly beneficial assistance in
helping You locate or consummate a new business opportunity that You choose to
enter into, then, in addition to the legal fees provided for above, the Firm
shall also be eligible for a reasonable "success fee," arrived at ad hoc for
each such matter, in good faith discussion between You and the Firm at such
time.
9. This agreement shall be interpreted and governed by the laws of the
State of New York pertaining to agreements made and to be wholly performed
therein. The State and Federal courts located in New York County shall have
exclusive jurisdiction over any dispute arising hereunder, and You do hereby (a)
consent to the personal jurisdiction of any such court and (b) irrevocably waive
any objection to the venue, or the inconvenience of the forum, of any such
court. The prevailing party in any action or proceeding brought in connection
with this agreement shall be entitled to recover its expenses and reasonable
attorneys' fees from the other party. The prevailing party in any action or
proceeding brought in connection with this agreement shall be entitled to
recover its expenses and reasonable attorneys' fees from the other party.
10. The Firm's insurance carrier requires the Firm to inform You that
it has had, and will continue to have, dealings with many parties involved in
the entertainment business, some of which may be in direct competition or
conflict with You. To the extent the Firm is aware of a direct conflict, the
Firm shall notify You and possibly seek your consent to further representation
in the area of possible conflict. Similarly, this agreement constitutes your
acknowledgment of the Firm's general role in the entertainment business and its
regular representation of multiple parties with differing interests.
11. If the foregoing accurately reflects your understanding of our
retainer agreement, kindly so indicate by signing the enclosed copy of this
letter and returning it to the Firm.
Very truly yours,
THE LAW OFFICE OF XXXX X. XXXXXXXX, P.C.
By:/s/ Xxxx X. Xxxxxxxx
ACCEPTED AND AGREED TO:
DIGITAL VIDEO DISPLAY TECHNOLOGY CORP.
By:
/s/ Xxx Xxxxxxxxx, President
