Legal Defense Procedure

LEGAL DEFENSE PROCEDURE

This Legal Defense Procedure (the "Procedure") is entered into as of , by and between Client Name: (hereinafter "Client"), and Counsel Name: (hereinafter "Counsel").

Recitals

WHEREAS, Client is a party to certain claims, demands, suits, actions or proceedings (collectively, "Claims") for which the Client desires that Counsel handle the defense, and Client has authority to instruct Counsel with respect to such Claims; and

WHEREAS, Counsel represents that it has the experience, personnel and capacity to direct and manage the defense of the Claims and to coordinate with Client, insurers and any other interested parties; and

WHEREAS, the parties desire to establish a consistent, written procedure governing appointment of counsel, allocation of fees and costs, settlement authority, preservation of privilege and other matters relating to the defense of Claims.

NOW, THEREFORE, in consideration of the mutual covenants set forth below, the parties agree as follows:

1. Definitions

1.1 "Claim" means any threatened, pending or actual civil, criminal, administrative or regulatory action, investigation, arbitration or other proceeding in which Client is named or may be obligated to defend, indemnify or otherwise participate.

1.2 "Defense Counsel" means the law firm or attorney authorized under this Procedure to conduct the defense of a particular Claim.

2. Appointment and Scope

2.1 Client hereby authorizes Counsel to act as primary Defense Counsel for the Claims identified in writing by Client or by Counsel in coordination with Client. Defense Counsel shall have authority to take such procedural and tactical measures as are ordinarily taken in the defense of such Claims, subject to the express limits set forth in this Procedure.

2.2 Scope-specific matters for a given Claim shall be described in a written engagement memorandum attached to and incorporated into this Procedure. The engagement memorandum shall specify the claim caption, case number (if any), key deadlines, and billing rates for lead attorneys and core litigation personnel.

3. Cooperation and Information

3.1 Client shall cooperate fully with Defense Counsel, including providing timely access to witnesses, documents, communications and employees, and enabling Counsel to conduct necessary investigations. Client shall identify custodians and sources of potentially relevant documents within seven (7) days of notice of a Claim.

4. Defense Strategy and Settlement Authority

4.1 Defense Counsel shall consult with Client concerning major strategic decisions, including selection of lead counsel, jurisdictional challenges, dispositive motions, settlement strategy and appeals. Counsel shall provide periodic written status reports at intervals agreed in the engagement memorandum.

4.2 Settlement Authority (select the option that applies to the Claim; if more than one Claim, specify per engagement memorandum):

Counsel may settle any Claim, without prior written consent of Client, subject to full written notice to Client within 48 hours following execution of settlement documentation.

Counsel may settle a Claim up to the amount of $ without obtaining prior written consent of Client; amounts above require Client's prior written consent.

Counsel must obtain Client's prior written consent for any settlement or compromise of the Claim.

5. Fees, Billing and Costs

5.1 Counsel shall charge fees and disbursements at rates set forth in the engagement memorandum. Billing statements shall be provided monthly and shall include a narrative summary of services, time entries, and itemized disbursements. Time entries shall identify the task, timekeeper and time expended to a reasonable degree of specificity.

5.2 Client shall pay invoiced amounts within thirty (30) days of receipt. Disputed amounts shall be raised in writing within fifteen (15) days of receipt, with the undisputed portion due as stated.

6. Indemnification

6.1 Client shall indemnify and hold harmless Counsel from and against any losses, liabilities, costs and expenses (including reasonable attorneys' fees) to the extent such liabilities arise from Client's material misrepresentations, failure to disclose material facts, or actions outside the scope of Counsel's authorized defense strategy.

6.2 Counsel shall indemnify Client for losses arising solely from Counsel's gross negligence or willful misconduct in the handling of the defense of a Claim, subject to proof and limitation as set forth in the engagement memorandum.

7. Confidentiality and Privilege

7.1 All communications between Client and Counsel made for the purpose of legal advice or representation shall be treated as privileged where privilege applies. Counsel will assert and preserve attorney-client privilege and work-product protection to the fullest extent available under applicable law.

7.2 Neither party shall disclose privileged communications to third parties without prior written consent of the other party, except as required by law or valid legal process.

8. Preservation of Evidence and Litigation Hold

8.1 Upon notice of a Claim, Client shall take all reasonable steps to preserve relevant documents and electronically stored information and shall implement a litigation hold as advised by Counsel.

9. Insurance Coordination

9.1 If Client has applicable insurance, Client shall provide Counsel with policy information and insurer contact details. Counsel shall coordinate defense and coverage matters with insurers but shall take direction from Client on matters that materially affect the Client's rights or obligations under any policy.

10. Notices

10.1 All notices required or permitted under this Procedure shall be in writing and delivered by hand, certified mail, or overnight courier to the addresses specified below or to such other address as a party may designate in writing.

11. Amendments; Waiver; Counterparts

11.1 This Procedure may be amended only by a written instrument executed by both parties. 11.2 No failure or delay by either party in exercising any right shall operate as a waiver of that right unless such waiver is in writing and signed by the waiving party. 11.3 This Procedure may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.

12. Governing Law; Entire Agreement; Severability

12.1 Governing Law. This Procedure shall be governed by and construed in accordance with the laws of the jurisdiction specified below, without regard to conflict-of-law principles.

12.2 Entire Agreement. This Procedure, together with any engagement memoranda and attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior agreements and understandings, whether written or oral.

12.3 Severability. If any provision of this Procedure is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

13. Additional Provisions

IN WITNESS WHEREOF, the parties hereto have executed this Legal Defense Procedure as of the date set forth below.

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