EXHIBIT 10.C.
FEE AGREEMENT WITH XXXX X. XXXXXXXX, ESQ.
This FEE AGREEMENT FOR LEGAL SERVICES (the "Agreement") is between The
Hartcourt Companies Inc., ("Client" or the "Company") whose address is 0000
XxxXxxxxx Xxxxx, Xxxxx 000, Xxxxxxx Xxxxx, Xxxxxxxxxx 00000 and Xxxx X. Xxxxxxxx
("Attorney") whose address is 0000 X. Xxxxxxxx Xxxxxxxxx, Xxxxx 000, Xxxxxxxx,
Xxxxxxxxxx 00000.
Attorney has agreed to provide legal services to Client with respect to
any and all legal matters or special projects referred to Attorney by Client
from time to time. This agreement is made in advance as to the conditions and
guidelines that will govern the relationship between the parties.
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
which Attorney will provide shall be in accordance with the following terms and
conditions:
1. Professional Fees
Fees will be based upon the reasonable value of Attorney's services as
determined in accordance with the American Bar Association Model Code
of Professional Responsibility and the Utah Rules of Professional
Conduct. Fees will be based on the rates charged by Attorney.
Attorney's rate is Two Hundred Dollars ($200) per hour. It is
anticipated that Client and Attorney 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 from time to time.
Client understands Attorney's billing rate may be reasonably adjusted
from time to time, but not more frequently than annually. Notice of any
such adjustments will be given within a reasonable time. Client further
understands that during the course of Attorney's engagement, it may be
necessary or advisable to delegate various portions of this matter to
others.
2. Costs and Expenses
Client understands that in the course of representation, it may be
necessary for Attorney to incur certain costs or expenses. Client will
reimburse Attorney 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. More particularly, Client will reimburse
Attorney in accordance with the following guidelines:
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A. Computer-Related Expenses. Client will reimburse Attorney for
computerized research and research services. However, any
charges over $500 per month will require approval. Client also
encourages Attorney to utilize computer services which will
enable Attorney to more efficiently manage the projects.
B. Travel. Client will reimburse Attorney 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.
C. Filing Fees & Court Costs. Client will reimburse Attorney 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 Attorney.
3. Billing
All bills will include a summary statement of the kinds of services
rendered during the relevant period. Client expects that Attorney will
maintain back-up documentation for all expenses. Client expects to be
billed monthly or at the conclusion of each project and expects to pay
Attorney's invoices as described below.
4. Payment
Client agrees to satisfy Attorneys' fees by way of the issuance by
Client shares of Client's common stock (the "Fee Shares"), the Fee
Shares shall be issued and deposited in Attorney's name with a national
securities broker. The Fee Shares shall be liquidated from time to time
at Attorney's direction as market conditions allow. At least once a
month, Attorney will send Client a statement for fees and costs, with
written notice to the brokerage firm of the dollar amount of such
statement. Unless objection is made to the xxxx, Attorney shall be
allowed without further consent or approval by Client, to transfer
funds from the securities account to Attorney's general operating
account(s) to satisfy such statement. Attorney, has not been engaged to
perform, nor will Attorney agree to perform any services in connection
with a capital raising transaction in exchange for shares. It is
mutually understood and agreed that any fees for services that are in
connection with a capital raising transaction shall be paid in cash.
In the course of Attorney's representation of Client, if all the Fee
Shares are liquidated, additional shares of Client's common stock
sufficient to cover expected fees and costs, in an amount
contemporaneously agreed to by the parties, will again be placed with
the brokerage firm, under the terms and conditions outlined above. At
the conclusion of Attorney's representation of Client, and the payment
of all final fees and costs, any unused Fee Shares shall forthwith be
returned to Client.
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5. Registration of Client Shares
No later than ten (10) days following the date hereof as to the Fee
Shares and the Option, Client will cause such shares to be registered
with the Securities and Exchange Commission under a Form S-8 or other
applicable registration statement, and it shall cause such registration
statement to remain effective at all time while Attorney holds such
shares. At Attorney's election, such shares may be issued prior to
registration in reliance on exemptions from registration provided by
Section 4(2) of the Securities Act of 1933 (the "33 Act"), Regulation D
of the '33 Act, and applicable state securities laws.
6. Involvement of Client
Client expects to be kept closely involved with the progress of
Attorney's services in this matter. Attorney will keep Client apprised
of all material developments in this matter, and, in the case of
litigation or administrative proceedings, will provide sufficient
notice to enable a representative to attend meetings, conferences,
hearings and other proceedings. A copy of all correspondence in the
course of Attorney's services will be forwarded to Client.
There may be times when Attorney will need to obtain information from
Client. All requests for access to documents, employees, or other
information shall be granted without unreasonable delay. At the
conclusion of this matter, all documents obtained shall be returned
upon request.
8. Termination
Client shall have the right to terminate Attorney's engagement by
written notice at any time. Attorney 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. Attorney will be expected
to provide reasonable assistance in effecting a transfer of
responsibilities to the new firm.
"Client"
The Hartcourt Companies Inc.
Dated: July 30, 1999 By: /s/ Xx. Xxxx X. Xxxx
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Name: Xx. Xxxx X. Phane:
Title: President
"Attorney"
Dated: July 30, 1999 By: /s/ Xxxx X. Xxxxxxxx
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Xxxx X. Xxxxxxxx
