Attached files
Exhibit 10.8
Law Offices of David E. Wise, P.C.
Attorney at Law
The Colonnade
9901 IH-10 West, Suite 800
San Antonio, Texas 78230
TELEPHONE: (210) 558-2858
CELLULAR PHONE: (210) 323-6074
FACSIMILE: (210) 579-1775
E-MAIL: WiseLaw@gvtc.com
October 4, 2011
Datamill Media Corp.
c/o Joel A. Young, President
4700 Hiatus Road, Suite 252
Sunrise, Florida 33351
Gentlemen:
This letter will serve to confirm the engagement of the Law Offices of
David E. Wise, P.C. ("Law Firm") by Datamill Media Corp. ("Company") as special
counsel to provide federal securities advice to the Company. We are pleased to
be able to be of service to the Company.
In accordance with our recent discussions, we will provide the following
services to the Company in exchange for (i) 5,000,000 shares of the Company's
common stock, valued at $0.001 per share; and (ii) for a fixed annual cash fee
of $60,000 ("Fixed Annual Fee"), payable $5,000 monthly beginning October 5,
2011: Preparation of all Securities Exchange Act of 1934 filings including the
Company's Form 10-K, Form 10-Qs, Form 8-Ks, Form 3s, Form 4s and Form 5s and
filings with the State of Nevada that become due in 2011-2012. In addition to
the above filings, we will provide the Company with consulting services by
telephone, facsimile and email, as well as the preparation and review of minor
documents, and these services shall be covered by the above Fixed Annual Fee. In
the event that we are asked to perform extraordinary legal services such as SEC
registrations (excluding Form S-8 registrations which are included in the Fixed
Annual Fee), merger and acquisition services and/or drafting of major contracts
(referred to herein as "Additional Services"), then we will negotiate a flat fee
for such Additional Services in advance and in writing as an addendum to this
engagement letter.
The principal purpose of the remainder of this letter is to outline our
firm's billing practices with respect to the provision of Additional Services
(as defined in the paragraph above). We always want our clients to understand
and to feel comfortable asking questions about our billing statements.
Accordingly, we encourage the Company to call if it has questions about this
letter or statements which we send later.
The Law Firm will only represent the Company with respect to those specific
matters that it assigns to us. On those matters on which we represent the
Company, we will perform legal services pursuant to the Company's specific
requests. Our fees for Additional Services are based principally on hourly
rates. However, in appropriate circumstances, we take into account other factors
in determining fees. These other factors include the complexity of the work, the
efficiency with which it is accomplished, extraordinary demands on our time
arising from the nature of the work, the results we achieve and our relationship
with the client. Typically, our services are charged based upon the number of
hours expended by the attorney or paralegal at their hourly rates which are in
effect during the month in which services are provided. Unless mutually agreed
to in writing by the Company and the Law Firm, all fees will be based on hourly
rates, as set forth in the following paragraph.
I will be the attorney responsible for the Company's legal matters
although. My rates generally range from $300 to $450 per hour. However, my
hourly rate for the Company will be $300 per hour.
It is our firm's standard practice to require the payment of retainers when
we are engaged by clients. However, In this case, we do not feel that a retainer
is necessary as long as the Fixed Annual Fee arrangement for the year beginning
October 5, 2011 and ending October 4, 2012, is paid in accordance with the
second paragraph of this engagement letter.
In addition, we bill clients for certain expenses which we incur on behalf
of clients. Those expenses may be "out-of-pocket" type expenses paid to third
parties or internally incurred expenses with no mark-ups. Expenses include, for
example, travel (e.g., hotel, airfare, cabs, meals), filing fees, messenger
services, mailing and overnight delivery, transcripts and similar costs. We do
not charge for long distance telephone charges, faxes or photocopying (unless we
are required to make photocopies of documents in excess of 50 pages). We do not
Edgarize documents internally and the cost of such Edgarization shall be
contracted for and paid by the Company to the third-party Edgarizing service
selected by the Company. We normally use the Company's Fedex, DHL or UPS account
for courier deliveries and the Company should provide us with appropriate
account numbers for such purposes.
The Law Firm agrees to provide an invoice on a monthly basis enumerating
the Additional Services provided and expenses incurred on the Company's behalf.
Itemized statements will not be provided for the services which are performed on
a "flat fee basis," if any. Our statements will be sent as promptly as possible
after the end of a month for fees and expenses incurred during that month.
Unless advised otherwise, we shall send statements to Mr. Brain via email.
Payments are due within ten (10) days of receipt of the invoice. If an invoice
has not been paid within 30 days of the bill date, the Law Firm will impose a
.83% per month simple interest charge on all balances which exceed 30 days. The
fact that the Law Firm did not invoice the Company for interest on past due
invoices during the prior contract year does not constitute a waiver of its
right to do so for the current contract year. Our billing formats are flexible
and we will make every effort to accommodate requests for specific billing
information. Attached hereto is our invoice for the Annual Fixed Fee service in
the amount of $60,000, reflecting the due dates for the monthly payments of
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$5,000 each. We will not send future invoices for this Fix Annual Fee, so the
Client should accrue 1/12 of the Fixed Annual Fee and remit payment on a monthly
basis
If these terms are satisfactory, please sign below, retain a copy of this
letter for your files, and return an executed copy to me.
In closing, we want again to encourage the Company at all times to feel
comfortable calling us with any questions or problems regarding our handling of
this engagement and to thank you for calling on us. We look forward to working
with you.
Sincerely,
Law Offices of David E. Wise, P.C.
By: /s/ David E. Wise
---------------------------------
David E. Wise
DEW/kh
Encl.
AGREED: Datamill Media Corp.
By: /s/ Joel A. Young
---------------------------------
Joel A. Young
ITS: President
DATE: October 5, 2011
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