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this representation. You will sign all paperwork necessary to effect our withdrawal from the Litigation, which may be required by
<br />the court/forum in which the Litigation is pending.
<br />Following termination of our engagement or conclusion of the Litigation, upon your written request, we will return to you
<br />your papers and property in our possession, provided that (i) we receive your written request within two months after termination
<br />of our engagement and (ii) we retain our files, including lawyer work product, pertaining to the work performed. In order to
<br />minimize unnecessary storage expenses, we reserve the right to destroy or otherwise dispose of any such items retained by us
<br />within a reasonable period of time after the termination of the Litigation or our engagement unless you have made other
<br />arrangements with us in writing.
<br />When more than six (6) months have elapsed from the last time that you requested, or we furnished, any billable
<br />services for you, and the Litigation is not pending in any court or other forum, our attorney/client relationship will be considered
<br />terminated. You may re-engage us to represent you for any other subsequent litigation or other intellectual property matters,
<br />subject to our conflict clearance and business intake procedures. If the relationship between you and the Firm is terminated for
<br />any reason, and you desire to continue to pursue the Litigation, you promptly will engage new counsel to continue work on the
<br />Litigation, and you will not seek to recover from us any "start-up" costs incurred by the new counsel.
<br />E. Resolution of Pis utes • Waiver of Ju Trial
<br />You recognize that our legal services relate to litigation involving patents, trademarks, copyrights or other
<br />areas of intellectual property, and that these are matters in which the scope of protection is typically subject to U.S.
<br />federal law, and in which U.S. District Courts typically have jurisdiction. In recognition of those facts, if a dispute
<br />should ever arise over our services (including any related dispute over our fees), such dispute will be tried before a
<br />U.S. District Court judge, sitting without a jury, including any related disputes over our fees. Should a dispute ever
<br />arise (1) over our services in which a U.S. District Court declines jurisdiction, or (ii) solely over our fees, such dispute
<br />will be tried before a California Superior Court judge, sitting without a jury. You also have the right to preliminarily
<br />arbitrate any dispute over our fees before the relevant local bar association in an effort to reach an amicable
<br />resolution. We encourage you to seek the advice of an attorney not associated with the Firm with respect to this
<br />provision and other provisions of this Agreement.
<br />F. Respective Responsibilities of Attorney and Client
<br />In addition to our other responsibilities set forth in this Agreement, we will keep you reasonably informed of significant
<br />developments in the Litigation and as necessary to perform our services. We will inform you as to our progress and will consult
<br />with you as to issues that arise.
<br />In addition to your other responsibilities set forth in this Agreement, you will be candid and cooperative with us and will
<br />keep us informed with complete and accurate factual information, documents and other communications relevant to the
<br />Litigation or otherwise reasonably requested by us. You also will assist us by making strategic and tactical decisions
<br />appropriate to enable us to represent you competently with respect to the Litigation. If we advise you to take courses of action
<br />that we deem necessary in connection with the Litigation, and you decline to take those courses of action or do not provide us
<br />with timely instructions as to them, you will assume the risk of not taking such courses of action or, in the alternative, you
<br />authorize us to withdraw as your attorneys. You will inform us, in writing, of any changes in the name, address, telephone
<br />number, contact person, E-mail address, state of incorporation or other relevant changes regarding you or your business. if we
<br />cannot reach you at the latest address provided to us, we cannot properly represent you, and under those circumstances you
<br />hereby authorize us to withdraw as your attorneys.
<br />If you affiliate with, acquire, are acquired by or merge with another company, you will provide us with sufficient notice to
<br />permit us to seek an engagement that is limited in scope or time or to withdraw as your attorneys (and you consent thereto and
<br />consent to pay for all costs associated with transferring your matters to new counsel and all costs of getting such new counsel
<br />up to speed on your matters) if we determine that such affiliation, acquisition or merger creates a conflict of interest between
<br />any of our clients and the other party to such affiliation, acquisition or merger, or if we decide in our sole discretion that it is not
<br />in the best interests of the Firm to continue to represent you in light of your association with the new entity.
<br />LITRETAIN
<br />Rev.11111 -2-
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