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G. Responses to Auditors' Requests for Information <br />It is our policy to comply strictly with the terms of the ABA Statement of Policy Regarding Lawyers' Responses to <br />Auditors' Requests for Information (December 1975) in any response that you request we make to your auditors regarding "loss <br />contingencies" affecting you, <br />II. CONFLICTS OF INTEREST <br />A. Conflicts Policy <br />Our policy on conflicts may affect your rights. We encourage you to seek the counsel of an attorney not <br />associated with the Firm with respect to this policy. <br />Our Firm represents many other companies and individuals. We take numerous steps to search for conflicts between <br />the work we do for you and our work for other clients. However, these searches are not perfect, and may result in our <br />unknowing acceptance of work that conflicts with yours. As long as our searches meet the standard of care in our jurisdiction, <br />you will not hold us liable for a conflict of which none of our partners is actually aware. <br />If we discover a conflict after work has begun, you will use reasonable efforts to help us resolve the conflict to the <br />mutual satisfaction of both clients. Reasonable efforts include allowing us to create an ethical or virtual wall between groups of <br />attorneys in our Firm to protect confidential information of both clients, whenever we determine that such an ethical or virtual <br />wall will safeguard the confidential information of each client. We might obtain confidential information from another client that <br />may be of interest to you but that we cannot share with you, <br />S. Whom We Represent <br />In connection with the Litigation, we will be representing only you and not your stockholders, subsidiaries, related <br />companies, parent companies, investors, officers, directors or employees ("Affiliates"). You will not give us confidential <br />information regarding your Affiliates. We may represent another client in matters (including litigation) adverse to any Affiliate, so <br />long as we do not use your confidential information, and you hereby waive any conflicts arising from such representation. <br />Moreover, if you share with any third party, including your Affiliates, advice that we provide to you, and any third party relies on <br />that advice to their detriment, you will indemnify and defend us with regard to any claim against us for any loss they incur. <br />Unless we agree otherwise in writing, you may not use our advice to you for the purpose of acquiring financing for or <br />selling any shares or interest in your business or your intellectual property. If our advice is so used, you will indemnify and <br />defend us with regard to any claim against us brought by any party who relies on our advice. <br />Ill. OUR FINANCIAL ARRANGEMENT WITH YOU <br />A. legal Fees and Costs <br />Our charges are comprised of professional fees and costs that we pay or incur on your behalf. Professional fees are <br />charged by attorneys, including partners and associates, and by non -attorney professionals, including paralegals and litigation <br />clerks. Costs are either amounts invoiced to us from outside vendors or professionals or reasonable allocations of our internal <br />costs attributable to the use of our facilities and personnel. Costs may include filing fees, court fees, investigation fees, court <br />reporterivideo fees and deposition transcripts, outgoing faxes, photocopies, postage, messenger or courier fees, computer <br />research time, prior art searches, reasonable and customary travel expenses, etc. It is our practice to request that experts and <br />consultants hired on your behalf bill you directly. Whenever we request in writing, you will be responsible for the payment of <br />certain other significant fees and expenses charged by outside vendors in connection with the Litigaton, and you will make <br />payment directly to such vendors upon receipt of an invoice, <br />Our professional fees are based on the amount of time we spend attending to your legal matters. Our fees in <br />connection with litigation are calculated at the regular hourly billing rate of the person performing the work. The hourly rate of <br />each person is determined by his/her experience. Our hourly rates are subject to change without notice, but are usually <br />adjusted once per year. If we ever produce records or testify under subpoena with regard to your representation, you will <br />compensate us at our normal billing rates for our costs and the time required to prepare for and provide such testimony or <br />records (including the cost of counsel to defend any depositions). Subject to your instructions, the responsible partner will <br />determine the overall strategy for the Litigation, and then closely supervise another professional (such as an associate or non - <br />attorney professional) in the implementation of that strategy. More than one attorney will be assigned to your case so that those <br />LITRETAIN <br />Rev. 11111 -3- <br />