{"id":42056,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/agreement-to-engage-as-financial-consultants-phoenix-group.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"agreement-to-engage-as-financial-consultants-phoenix-group","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/operations\/agreement-to-engage-as-financial-consultants-phoenix-group.html","title":{"rendered":"Agreement to Engage as Financial Consultants &#8211; Phoenix Group International LLC and Nettaxi Inc."},"content":{"rendered":"<pre>\n            AGREEMENT TO ENGAGE THE PHOENIX GROUP INTERNATIONAL, LLC\n                    AS FINANCIAL CONSULTANTS FOR NETTAXI INC.\n\nThe Phoenix Group International, LLC (\"TPGI\" or the \"Consultant\") hereby submits\nto  Nettaxi,  Inc.  (\"Nettaxi\"  or  the  \"Company')  this  Financial  Consulting\nAgreement  (the \"Agreement\") outlining the terms pursuant to which TPGI would be\nwilling  to  act as Financial Consultants to Nettaxi in the Company's efforts to\nseek  additional  business\/business relationships that will be of benefit to the\nCompany.\n\nI.     ENGAGEMENT\n       ----------\nNettaxi  hereby engages and retains TPGI as Financial Consultants to perform the\nServices  (as  that  term  is  hereinafter defined) and TPGI hereby accepts such\nappointment on the terms and subject to the conditions hereinafter set forth and\nagrees  to  use  its  best  efforts  in  providing  such  Services.\n\nII.  INDEPENDENT  CONTRACTOR\n     -----------------------\n     TPGI  shall  be,  and in all  respects  be  deemed  to be,  an  independent\n     contractor  in the  performance  of its  duties  hereunder,  any law of any\n     jurisdiction to the contrary notwithstanding.\n\n     A.   TPGI shall be solely  responsible  for making all  payments  to and on\n          behalf of its employees and  subcontractors,  including those required\n          by law, and Nettaxi shall in no event be liable for any debts or other\n          liabilities of TPGI.\n\n     B.   TPGI shall not, by reason of this Agreement or the  performance of the\n          Services,  be or  be  deemed  to  be,  an  employee,  agent,  partner,\n          co-venturer or controlling  person of Nettaxi,  and TPGI shall have no\n          power to enter  into any  agreement  on behalf of, or  otherwise  bind\n          Nettaxi. Without limiting the foregoing, TPGI shall not enter into any\n          contract or commitment on behalf of Nettaxi.\n\n     C.   Subject  to II D below,  TPGI  shall  not have or be  deemed  to have,\n          fiduciary  obligations  or  duties  to  Nettaxi  and  shall be free to\n          pursue,  conduct  and carry on for its own account (or for the account\n          of others) such  activities,  employments,  ventures,  businesses  and\n          other   pursuits  as  TPGI  in  its  sole,   absolute  and  unfettered\n          discretion, may elect.\n\n     D.   Notwithstanding the above, no activity, employment,  venture, business\n          or other  pursuit  of TPGI  during  the term of this  agreement  shall\n          conflict with TPGI's obligations under this Agreement or be adverse to\n          Nettaxi's interests during the term of this Agreement.\n\nIII. SERVICES\n     --------\nTPGI  agrees  to  provide the following, hereinafter collectively referred to as\nthe  \"Services\":\n\n     Serve as Financial Consultants for Nettaxi, which shall include, but not be\n     limited to, those  activities  outlined herein and in the Support  Services\n     schedule, attached hereto and hereby incorporated as part of this Agreement\n     as Exhibit B. TPGI shall: a) complete an analysis of Nettaxi's business and\n     industry, and follow with a comprehensive background report that summarizes\n     Nettaxi's  corporate and  financial  profile that shall be  distributed  to\n     investment  professionals  and the press,  b) issue regular updates of said\n     report,  (TPGI  shall  submit  the above  referenced  report  and update to\n     Nettaxi  no later  than five days prior to the  proposed  release  date for\n     Nettaxi's  review of factual  content as it relates to Nettaxi  and for the\n     general comment(s) of Nettaxi and\/or its legal counsel.  However,  analysis\n     of the Company,  industry and market  conditions shall be conducted by TPGI\n     in its sole  discretion  and without  bias.) c)  coordinate  with and offer\n     input to, the Company's Public Relations and Investor Relation Firms in the\n     development of a complete  financial public  relations  program designed to\n     enable Nettaxi to establish its business objectives and broaden recognition\n     of Nettaxi in the financial community in the U.S. and abroad, d) TPGI shall\n     coordinate  with the  Company's  Investor  Relations  representative(s)  to\n     establish a comprehensive mailing list for Nettaxi, and maintain and update\n     the list as necessary,  e) utilize its commercially  reasonable  efforts to\n     meet with and\/or  arrange  management  meetings with,  \"buy-side\"  traders,\n     analysts and portfolio managers, and f) utilize its commercially reasonable\n     efforts to meet with and\/or arrange  management  meetings with  \"sell-side\"\n     analysts in an effort to secure additional research coverage of Nettaxi.\n\n     A.   TPGI  acknowledges  and agrees that it is being granted  non-exclusive\n          rights with respect to the Services to be provided to Nettaxi and that\n          Nettaxi  is free to engage  other  parties  to  provide  services  and\n          products similar to those being provided by TPGI hereunder.\n\n\n     B.   Assist  Nettaxi  in  efforts  to  seek  additional   business\/business\n          relationships that will be of benefit to Nettaxi.\n\n     C.   Introduce   Nettaxi  to   potential   underwriters   for  a  secondary\n          underwriting  in an amount of Thirty to Fifty  Million  dollars ($30 -\n          $50,000,000)  and advise Nettaxi in their  negotiations  for the terms\n          and timing of said financing.\n\n     D.   Advise Nettaxi and\/or any of its affiliates in its  negotiations  with\n          one or more individuals,  firms or entities (the  \"Candidate(s)\")  who\n          may have an interest in  providing  investment  capital in the form of\n          bridge financing,  private placement financing, media financing, or in\n          pursuing a form of Business  Combination with Nettaxi. As used in this\n          Agreement, the term \"Business Combination\" shall be deemed to mean any\n          form of  merger,  acquisition,  joint  venture,  licensing  agreement,\n          product  sales  and\/or  marketing,  distribution,  combination  and\/or\n          consolidation, etc. involving Nettaxi and\/or any of its affiliates and\n          any other entity.\n\n     E.   BEST  EFFORTS.  TPGI  shall  devote  such time and  effort as it deems\n          commercially  reasonable  under the  circumstances  to the  affairs of\n          Nettaxi  as is  reasonable  and  adequate  to  render  the  consulting\n          services  contemplated by this agreement.  TPGI is not responsible for\n          the  performance  of any  services  which  may be  rendered  hereunder\n          without Nettaxi  providing the necessary  information in writing prior\n          thereto,  nor shall TPGI  include any  services  that  constitute  the\n          rendering of any legal  opinions or performance of work that is in the\n          ordinary  purview of the  Certified  Public  Accountant.  TPGI  cannot\n          guarantee  results  on  behalf  of  Nettaxi,   but  shall  pursue  all\n          reasonable avenues available through its network of contacts.  At such\n          time as an interest is expressed by a third party in Nettaxi's  needs,\n          TPGI  shall  notify  Nettaxi  and  advise it as to the  source of such\n          interest and any terms and conditions of such interest. The acceptance\n          and  consumption  of any  transaction  is subject to acceptance of the\n          terms  and  conditions  by  Nettaxi  in  its  sole  discretion.  It is\n          understood that a portion of the compensation  paid hereunder is being\n          paid  by  Nettaxi  to have  TPGI  remain  available  to  advise  it on\n          transactions on an as-needed basis.\n\n     F.   In conjunction with the Services, TPGI agrees to:\n          1.   Make itself available to the officers of Nettaxi at such mutually\n               agreed upon place during  normal  business  hours for  reasonable\n               periods  of  time,  subject  to  reasonable  advance  notice  and\n               mutually  convenient  scheduling,  for the  purpose  of  advising\n               Nettaxi in the preparation of such reports, summaries,  corporate\n               and\/or transaction profiles,  due diligence packages and\/or other\n               material  and   documentation   (\"Documentation\")   as  shall  be\n               necessary, in the opinion of TPGI, to properly present Nettaxi to\n               other  entities  and  individuals  that  could be of  benefit  to\n               Nettaxi.\n          2.   Make  itself   available  for  telephone   conferences  with  the\n               principal financial sales and\/or operating  officer(s) of Nettaxi\n               during normal business hours.\n          3.   Advise Nettaxi's management in corporate finance, structuring the\n               nature,  extent  and other  parameters  of any  private  or other\n               offer(s) to be made to Candidate(s).\n          4.   Advise   Nettaxi   management   in   evaluating   proposals   and\n               participating in negotiations with Candidate(s).\n          5.   Advise Nettaxi regarding company operations,  staffing, strategy,\n               and other issues related to building shareholder value as Nettaxi\n               may reasonably  request,  consistent  with the provisions of this\n               Agreement.\n          6.   Provide   Nettaxi  with  monthly   reports   summarizing   TPGI's\n               activities  under the  terms of this  Agreement  and its  planned\n               activities for the month ahead.\n\nIV.     EXPENSES\n        --------\nIt  is  expressly agreed and understood that each party shall be responsible for\nits  own  normal  and  reasonable  out-of-pocket  expenses  which shall include:\naccounting,  long  distance  communication,  and  the  printing  and  mailing of\nmaterials,  except  as  outlined  in  Exhibit  B  hereto.\n\nV.     COMPENSATION\n       ------------\nIn consideration for the Services, Nettaxi agrees that TPGI shall be entitled to\ncompensation  as  follows:\n\n     A.   Nettaxi shall grant and deliver to TPGI an Option to purchase:\n\n\n          1.   35,000  shares of Nettaxi at $(the  closing bid price on the date\n               of Agreement of terms)\n          2.   22,500  shares of Nettaxi at $ (150% of the  closing bid price on\n               the date of Agreement of terms)\n          3.   22,500  shares of Nettaxi at $ (200% of the  closing bid price on\n               the date of Agreement of terms)\n          4.   22,500  shares of Nettaxi at $ (250% of the  closing bid price on\n               the date of Agreement of terms)\n          5.   22,500  shares of Nettaxi at $ (300% of the  closing bid price on\n               the date of  Agreement  of terms)\n\n     The Option shall be valid for a period of twenty-four  (24) months from the\n     date hereof and the shares  underlying  the Option  shall  carry  piggyback\n     registration rights.\n\n     B.   If, at any time during the term of this Agreement  Nettaxi obtains any\n          financing from any of the entities,  affiliations or persons TPGI, its\n          employees or former employees,  agents,  representatives  advisors, or\n          consultants introduces to Nettaxi,  Nettaxi will pay a finder's fee to\n          TPGI. This fee shall be subject to the approval the Board of Directors\n          and shall be  negotiated  in good faith by both  parties  and shall be\n          consistent with commercially reasonable industry practice.\n\nVI.  REPRESENTATIONS,  WARRANTIES  AND  COVENANTS SEC &amp; LEGAL  COMPLIANCE.  TPGI\n     --------------------------------------------------------------------\n     hereby represents that it has in place policies and procedures relating to,\n     and  addressing,   with  the  commercially   reasonable  intent  to  ensure\n     compliance  with,   applicable  securities  laws,  rules  and  regulations,\n     including, but not limited to:\n\n          1.   The  use,  release  or  other   publication  of   forward-looking\n               statements  within the meaning of Section  27A of the  Securities\n               Act and Section 21E of the Exchange Act\n\n          2.   Disclosure  requirements  outlined in Section 17B of the Exchange\n               Act regarding the required  disclosure of the nature and terms of\n               TPGI's  relationship  with Nettaxi in any and all TPGI literature\n               or other communication(s) relating to Nettaxi, including, but not\n               limited to: Research  Reports,  Press  Releases,  Publications on\n               TPGI's  website,  letters to  investors  and  telephone  or other\n               personal communication(s) with potential or current investors.\n\n          TPGI further  acknowledges that by the very nature of its relationship\n          with Nettaxi it will,  from time to time,  have knowledge of or access\n          to  material  non-public  information  (as such term is defined by the\n          Exchange Act) TPGI hereby agrees and covenants that:\n\n          1.   TPGI will not make any purchases or sales in the stock of Nettaxi\n               based on such information.\n\n          2.   TPGI  will  utilize  its  commercially   reasonable   efforts  to\n               safeguard and prevent the  dissemination  of such  information to\n               third parties unless authorized in writing by Nettaxi to do so as\n               may be necessary in the  performance  of its Services  under this\n               Agreement.\n\n          3.   TPGI will not,  in any way,  utilize or  otherwise  include  such\n               information,  in actual form or in  substantive  content,  in its\n               analysis for, preparation of or release of any TPGI literature or\n               other communication(s)  relating to Nettaxi,  including,  but not\n               limited to: Research  Reports,  Press  Releases,  Publications on\n               TPGI's  website,  letters to  investors  and  telephone  or other\n               personal communication(s) with potential or current investors.\n\n     B.   EXECUTION. The execution,  delivery and performance of this Agreement,\n          ---------\n          in the time and  manner  herein  specified,  will not  conflict  with,\n          result in a breach  of, or  constitute  a default  under any  existing\n          agreement,  indenture,  or other instrument to which either Nettaxi or\n          TPGI is a party or by which either entity may be bound or affected.\n\n     C.   NON-CIRCUMVENTION.   Nettaxi   hereby   irrevocably   agrees   not  to\n          -----------------\n          circumvent,  avoid,  bypass, or obviate,  directly or indirectly,  the\n          intent of this Agreement,  to avoid payment of fees in any transaction\n          with any corporation,  partnership or individual introduced by TPGI to\n          Nettaxi, in connection with any project,  any loans or collateral,  or\n          other transaction  involving any products,  transfers or services,  or\n          addition, renewal extension, rollover, amendment,  renegotiations, new\n          contracts, parallel  contracts\/agreements,  or third party assignments\n          thereof.\n\n     D.   TIMELY  APPRISALS.  Nettaxi  shall  use  its  commercially  reasonable\n          -----------------\n          efforts to keep TPGI up to date and apprised of all  business,  market\n          and legal  developments  related to  Nettaxi  and its  operations  and\n          management.\n\n\n          1.   Accordingly,  Nettaxi  shall  provide  TPGI  with  copies  of all\n               amendments,  revisions  and changes to its business and marketing\n               plans,  bylaws,  articles  of  incorporation,  private  placement\n               memoranda,  key contracts,  employment and consulting  agreements\n               and other operational agreements.\n          2.   Nettaxi  shall  promptly   notify  TPGI  of  all  new  contracts,\n               agreements,  joint ventures or filings with any state, federal or\n               local  administrative  agency,  including without  limitation the\n               SEC,  NASD or any state  agency,  and shall  provide  all related\n               documents,  including  copies of the exact  documents  filed,  to\n               TPGI, including without limitation, all annual reports, quarterly\n               reports  and  notices  of  change  of  events,  and  registration\n               statements  filed with the SEC and any state agency,  directly to\n               TPGI.\n          3.   Nettaxi  shall also provide  directly to TPGI  current  financial\n               statements,  including balance sheets,  income  statements,  cash\n               flows and all other documents provided or generated by Nettaxi in\n               the normal course of its business and requested by TPGI from time\n               to time.\n          4.   TPGI shall keep all  documents  and  information  supplied  to it\n               hereunder  confidential as described in the section below titled,\n               \"CONFIDENTIAL DATA\".\n\n     E.   CORPORATE  AUTHORITY.  Both Nettaxi and TPGI have full legal authority\n          --------------------\n          to enter into this  Agreement  and to perform the same in the time and\n          manner contemplated.\n\n     F.   The individuals  whose signatures  appear below are authorized to sign\n          this Agreement on behalf of their respective corporations.\n\n     G.   Nettaxi will cooperate with TPGI, and will promptly  provide TPGI with\n          all pertinent materials and requested information in order for TPGI to\n          perform its Services pursuant to this Agreement.\n\n     H.   When delivered, the shares of Nettaxi's Common Stock shall be duly and\n          validly issued, fully paid and non-assessable.\n\n     I.   Nettaxi  acknowledges and understands that TPGI is not a broker-dealer\n          and Nettaxi may be required  to pay  additional  underwriting  fees in\n          connection  with any  offerings,  underwritings  or  financings to the\n          appropriate  underwriter and\/or funding entity in addition to any fees\n          paid to TPGI.\n\n     J.   TPGI  represents and warrants to Nettaxi that a) it has the experience\n          and ability as may be necessary  to perform all the required  Services\n          with a high standard of quality,  b) all Services will be performed in\n          a workmanlike  and  professional  manner,  and c) all  individuals  it\n          provides to perform the Services will be  appropriately  qualified and\n          subject to appropriate  agreements  concerning the protection of trade\n          secrets and confidential information of Nettaxi which such persons may\n          have access to over the term of this Agreement\n\n     K.   Nettaxi  also agrees to enter into such  additional  agreements,  sign\n          such additional documents, and provide such additional  certifications\n          and  documentation  as may be requested by TPGI, the Escrow Agent, the\n          Placement  Agent,  Underwriter  or such other  parties  related to the\n          obtaining of capital for Nettaxi on such terms as may be acceptable to\n          Nettaxi and TPGI.\n\n     L.   Until termination of the engagement, Nettaxi will notify TPGI promptly\n          of the  occurrence  of any event,  which might  materially  affect the\n          condition (financial or otherwise), or prospects of Nettaxi.\n\n     M.   Nettaxi  also  agrees to  provide  on a monthly  basis,  a summary  of\n          current  shareholders  of Nettaxi's  stock,  and shall deliver monthly\n          Depository Trust  Corporation  (DTC)  shareholder  summary sheets,  or\n          other such  information  as  requested by TPGI to be delivered to TPGI\n          within seven (7) days.\n\nVII. TERM AND TERMINATION The term of this Agreement shall be two years from the\n     --------------------\n     date of execution.\n\nVIII. CONFIDENTIAL DATA\n      -----------------\n\n     A.   TPGI shall not  divulge to others,  any trade  secret or  confidential\n          information,  knowledge,  or  data  concerning  or  pertaining  to the\n          business  and affairs of Nettaxi,  obtained by TPGI as a result of its\n          engagement hereunder,  unless authorized,  in writing by Nettaxi. TPGI\n          represents and warrants that it has established  appropriate  internal\n          procedures  for   protecting   the  trade  secrets  and   confidential\n          information of Nettaxi, including, without limitation, restrictions on\n          disclosure of such  information to employees and other persons who may\n          be engaged in rendering  services to any person,  firm or entity which\n          may be competitor of Nettaxi.\n\n\n     B.   Nettaxi shall not divulge to others,  any trade secret or confidential\n          information,  knowledge,  or  data  concerning  or  pertaining  to the\n          business and affairs of TPGI,  obtained as a result of its  engagement\n          hereunder, unless authorized, in writing, by TPGI.\n\n     C.   TPGI shall not be required in the performance of its duties to divulge\n          to Nettaxi,  or any officer,  director,  agent or employee of Nettaxi,\n          any secret or confidential information,  knowledge, or data concerning\n          any other person,  firm or entity (including,  but not limited to, any\n          such person,  firm or entity  which may be a  competitor  or potential\n          competitor of Nettaxi)  which TPGI may have or be able to obtain other\n          than as a result of the relationship established by this Agreement.\n\nIX.  OTHER MATERIAL TERMS AND CONDITIONS:\n     -----------------------------------\n\n     A.   INDEMNITY. The parties hereto agree to provide indemnification to each\n          ---------\n          other  according to the provisions  attached  hereto as Exhibit A (the\n          \"Indemnification Provisions\").\n\n     B.   PROVISIONS. Neither termination nor completion of the assignment shall\n          ----------\n          affect  the  provisions  of this  Agreement,  and the  Indemnification\n          Provisions which are incorporated herein, which shall remain operative\n          and in full force and effect.\n\n     C.   ADDITIONAL  INSTRUMENTS.  Each of the parties shall from time to time,\n          -----------------------\n          at the  request of others,  execute,  acknowledge  and  deliver to the\n          other party any and all  further  instruments  that may be  reasonably\n          required  to give  full  effect  and force to the  provisions  of this\n          Agreement.\n\n     D.   ENTIRE  AGREEMENT.  Each of the  parties  hereby  covenants  that this\n          -----------------\n          Agreement,  together  with the  exhibits  attached  hereto as  earlier\n          referenced,  is intended to and does contain and embody  herein all of\n          the  understandings  and  agreements,  both  written  or oral,  of the\n          parties hereby with respect to the subject  matter of this  Agreement,\n          and that there exists no oral agreement or understanding  expressed or\n          implied  liability,  whereby  the  absolute,  final and  unconditional\n          character  and  nature  of  this   Agreement   shall  be  in  any  way\n          invalidated,  empowered  or  affected.  There are no  representations,\n          warranties or covenants other than those set forth herein.\n\n     E.   LAWS OF THE STATE OF CALIFORNIA.  This Agreement shall be deemed to be\n          -------------------------------\n          made in,  governed  by and  interpreted  under  and  construed  in all\n          respects  in  accordance  with  the laws of the  State of  California,\n          irrespective  of the  country or place of  domicile  or  residence  of\n          either  party.  In  the  event  of  controversy  arising  out  of  the\n          interpretation, construction, performance or breach of this Agreement,\n          the parties hereby agree and consent to the  jurisdiction and venue of\n          the District or County Court of San Francisco County,  California,  or\n          the United States  District Court for the District of California,  and\n          further agree and consent that personal service or process in any such\n          action  or  proceeding  outside  of the  State of  California  and San\n          Francisco  County shall be  tantamount to service in person within San\n          Francisco  County,  California and shall confer personal  jurisdiction\n          and venue upon either of said Courts.\n\n     F.   ASSIGNMENTS.  The  benefits  of  the  Agreement  shall  inure  to  the\n          -----------\n          respective  successors  and assignees of the parties hereto and of the\n          indemnified  parties  hereunder and their  successors  and assigns and\n          representatives,  and the obligations and liabilities  assumed in this\n          Agreement by the parties hereto shall be binding upon their respective\n          successors  and assigns;  provided that the rights and  obligations of\n          Nettaxi under this Agreement may not be assigned or delegated  without\n          the prior written  consent of TPGI, and any such purported  assignment\n          shall be null and void. Notwithstanding the foregoing, TPGI may assign\n          any portion of its  Compensation  as outlined herein to its employees,\n          affiliates, sub-contractors or subsidiaries in its sole discretion.\n\n     G.   ORIGINALS.   This   Agreement   may  be  executed  in  any  number  of\n          ---------\n          counterparts,  each of which so  executed  shall be deemed an original\n          and  constitute  one and the same  agreement.  Facsimile  copies  with\n          signatures shall be given the same legal effect as an original.\n\n     H.   ADDRESSES  OF  PARTIES.  Each party  shall at all times keep the other\n          ----------------------\n          informed of its  principal  place of business if  different  from that\n          stated  herein,  and shall  promptly  notify the other of any  change,\n          giving the address of the new place of business or residence.\n\n     I.   NOTICES.  All notices that are required to be or may be sent  pursuant\n          -------\n          to the provision of this  Agreement  shall be sent by certified  mail,\n          return receipt requested,  or by overnight package delivery service to\n          each of the parties at the addresses appearing herein, and shall count\n          from the date of mailing or the validated air bill.\n\n\n     J.   MODIFICATION  AND  WAIVER.  A  modification  or  waiver  of any of the\n          -------------------------\n          provisions  of  this  Agreement  shall  be  effective  only if made in\n          writing and -- - executed with the same  formality as this  Agreement.\n          The failure of any party to -- insist upon strict  performance  of any\n          of the provisions of this Agreement shall not be construed as a waiver\n          of any  subsequent  default  of the same or  similar  nature or of any\n          other nature.\n\n     K.   INJUNCTIVE RELIEF.  Solely by virtue of their respective  execution of\n          -----------------\n          this Agreement and in  consideration  for the mutual covenants of each\n          other, Nettaxi and TPGI hereby agree, consent and acknowledge that, in\n          the  event of a breach of any  material  term of this  Agreement,  the\n          non-breaching  party will be without adequate  remedy-at-law and shall\n          therefore,  be entitled to immediately  redress any material breach of\n          this  Agreement  by temporary  or  permanent  injunctive  or mandatory\n          relief obtained in an action or proceeding  instituted in the District\n          or County Court of San  Francisco  County,  State of California or the\n          United States  District  Court for the District of California  without\n          the  necessity of proving  damages and without  prejudice to any other\n          remedies which the  non-breaching  party may have at law or in equity.\n          For the  purposes  of this  Agreement,  each party  hereby  agrees and\n          consents that upon a material  breach of this  Agreement as aforesaid,\n          in  addition  to  any  other  legal  and\/or  equitable  remedies,  the\n          non-breaching  party may present a conformed copy of this Agreement to\n          the  aforesaid  courts and shall thereby be able to obtain a permanent\n          injunction enforcing this Agreement or barring, enjoining or otherwise\n          prohibiting  the other party from  circumventing  the express  written\n          intent of the parties as enumerated in this Agreement.\n\n     L.   ATTORNEY'S  FEES. If any  arbitration,  litigation,  action,  suit, or\n          ----------------      \n          other  proceeding is  instituted  to remedy,  prevent or obtain relief\n          from a breach  of this  Agreement,  in  relation  to a breach  of this\n          Agreement  or  pertaining  to  a  declaration  of  rights  under  this\n          Agreement,   the  prevailing  party  will  recover  all  such  party's\n          attorneys' fees incurred in each and every such action,  suit or other\n          proceeding,  including any and all appeals or petitions therefrom.  As\n          used in this Agreement,  attorneys' fees will be deemed to be the full\n          and actual cost of any legal services actually performed in connection\n          with the matters  involved,  including  those related to any appeal or\n          the  enforcement of any judgment  calculated on the basis of the usual\n          fee charged by attorneys performing such services.\n\n\nIf  you  are in agreement with the foregoing, please execute and return one copy\nof  this letter to the undersigned.  Thank you.  We look forward to working with\nyou.\n\nAPPROVED  AND  AGREED:\n\nThe Phoenix Group International, LLC.        Nettaxi,  Inc.\n\n\n__________________________                   \/s\/  Robert  Rositano,  Jr.\n                                             ---------------------------\nBy  Paul  B.  Abramson,  Jr.                 By:\nIts  President                               Its:\n\n_____________________                        6\/29\/99\nDate  of  execution                          Date  of  execution\n\n\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[8329],"corporate_contracts_industries":[9513],"corporate_contracts_types":[9613,9620],"class_list":["post-42056","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-nettaxi-inc","corporate_contracts_industries-technology__software","corporate_contracts_types-operations","corporate_contracts_types-operations__services"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/42056","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=42056"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=42056"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=42056"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=42056"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}