This confirms the engagement of American Automotive Design (AAD) as a consultant to your firm in connection with the above-referenced case or project. AAD will act in the capacity of a consultant in performing the services that you request of AAD on matters relevant to the above-mentioned case, including analyses and consulting services as you deem necessary. In addition, AAD will also be available, at your request, to testify as an expert witness at a deposition and/or trial in civil action or arbitration.

AAD's services shall be confidential and AAD will not disclose information obtained pursuant to this engagement except at your direction or as required by lawful court order or arbitration proceeding. All documents and records received will be controlled as to their access and availability.

AAD has made no representations concerning the successful outcome of any contested claim or negotiation or the favorable outcome of any legal action for which AAD is providing consulting services. AAD has not provided any legal advice to anyone related to this matter, nor is AAD in control of the preparation and/or management of any legal matters.

In order to secure AAD in the payment of the fees and expenses, your firm agrees and does herewith deposit with AAD a non-refundable retainer in the amount of ten-thousand dollars ($10,000), which shall be applied to the billing invoices. At this time, AAD is unable to estimate the time and expenses.

AAD has undertaken a review of its records to determine if AAD has conflicting professional relationships with the parties and entities involved in this case, and no such relationships have been found. 

1. Fees for Services: Fees incurred by AAD for consulting services on behalf of the client shall be charged at the hourly rate set forth in the attached fee schedule for the year 2007. AAD will bill clients on an hourly basis for all time expended for its consulting services, including travel time. Additionally, fees for AAD's support staff shall be charged at the hourly rate set forth in the attached fee schedule for the year 2007.

All fees, as set forth in the billing statements, shall be due and payable upon receipt. Outstanding balances not paid when due will accure an interest charge of two percent (2%) per month from the due date until paid. In the event of litigation concerning this agreement, the prevailing party shall be entitled to an award of costs, including reasonable attorneys’ fees.

2. Costs Advanced: It is customary is AAD’s representation of clients to advance costs on behalf of the client from time to time to facilitate the progress of the consulting services provided to the client. Such costs may include travel, telephone charges, and any other costs incurred by AAD to any third person which are necessary in order to provide consulting services. All travel for distances over 500 miles shall be made through first class, or business class accommodations. All costs incurred by AAD shall be due and payable upon receipt.

3. Arbitration and Choice of Law: In the event that there is a dispute concerning the terms of this agreement or involving any of the services provided pursuant to this agreement, the parties hereby agree to submit such dispute to binding arbitration. AAD shall choose a single arbitrator from the Judicial Arbitration Group (“JAG”) who shall conduct the proceedings in Denver, Colorado at the offices of JAG, pursuant to the commercial rules for arbitration then in effect. The parties stipulate that Colorado law will be used to resolve any disputes and submit to venue and jurisdiction in Colorado.

4. Attorney’s/Collection Fees: In the unlikely event that AAD is required to pursue legal action and or collection action in order to collect fees due hereunder, the parties’ hereby agree and acknowledge that AAD shall be entitled to recover all reasonable attorneys’ and or collection fees and costs incurred by AAD in connection with any such legal and or collection action.

5. Termination: This agreement may be terminated for cause by either AAD or the client upon written notice upon which all compensation for work completed through the termination shall be paid. AAD reserves the right to suspend work and/or terminate the contract in the event payment of statements is not maintained on a current monthly basis.  AAD is not responsible for the consequences of any consulting services not provided as a result of suspension or termination.

6. Conclusions and Recommendations: All AAD opinion reports or other written material that set forth conclusions or recommendations are intended for use in actual or potential litigation and are not to be used for other purposes.

7. Challenges to the Expert Testimony: In the event that the opposing party challenges the expert testimony provided by or to be provided by AAD, based upon a Daubert Challenge or a Kumho Tire Challenge, or on any other applicable grounds, the client shall notify AAD as soon as reasonably practical, but no later than five (5) business days from the date the challenge is first made. The client agrees to vigorously defend any such challenge, and further agrees to permit AAD and its personal counsel to participate in and contribute to the defense of any such challenge. Such participation by AAD and its counsel shall include, but is not limited to, briefing and oral argument.

If the terms and conditions as set forth in the Retainer Agreement are acceptable to you, please sign the copy of this letter in the space provided where indicated below, initial the lower right-hand corner of each page and return it along with the retainer check in the amount of ten-thousand dollars ($10,000).

AAD appreciates the opportunity to work with you on this case.

Sincerely,

James D. Mundo for American Automotive Design
 
 

I hereby accept the terms and conditions of the above Retainer Agreement on this day of , 2007

by _____________________________________________ (Client Signature)

for _____________________________________________ (Client Firm Name)