Big & Deals
24255 Pacific Coast Hwy, Malibu, CA 90265
April 27, 2007 Joan B. Baker and Robert L. Welch Re: Representation Dear Ms. Baker and Mr. Welch: Both of you have asked me to represent you in the course of the formation of a business entity for you. I have agreed to represent you, and the fee structure is as follows: (a) you will pay an upfront retainer of $10,000 to Big & Deals; and (b) you will issue a five-percent-profits interest in your venture, in whatever form it may take, upon its formation. Failure to remit the retainer within fourteen days of the receipt of this letter will trigger the accrual of interest, at seven percent annually, compounded continuously. Profits, for the purposes of calculating fees, will be calculated as the excess of revenue minus costs between the beginning and the end of each calendar year. Losses do not carry over from year to year for the purposes of fee calculations. You also agree to pay reasonable attorneys’ fees associated with the acquisition efforts of any delinquent payments, in addition to interest and any amount actually owed. The other purpose of this letter is to confirm that you understand the repercussions of being represented jointly by the same lawyer. If a conflict should ever arise, or if you have opposing views with regard to a certain course of action, I can help you reach an informed decision by pointing out the pitfalls and benefits of each option. However, in the event of any formal action, I am forbidden by the rules of ethics from representing one of your interests against the other, and each of you would have to seek new representation for that action. We will mediate and document the negotiations and arrangements among you, but we cannot advocate the interests or positions of one of you to the exclusion of others. We will also represent all of you as against any third parties, with respect to the position mutually agreed upon among you. You should be aware that any communications we have with any of you will not be privileged from disclosure to each other, and they may not be privileged from disclosure to third parties.
Either one of you may terminate your attorney-client relationship with me at any time, unless ordered otherwise by a court. In the event that one of you terminates your relationship with me and the other retains my legal services, the conflict of interest considerations, explained in the paragraph above, will apply. If you understand and agree to the terms of this letter, please sign and return a copy to me.
Joan B. Baker Sincerely, Exam # 1335
Robert L. Welch