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WINSTEAD PC
<br />Standard Terms of Engagement for Legal Services - General
<br />("Standard Terms of Engagement")
<br />This Standard Terms of Engagement contains the standard terms of our engagement as your lawyers, Unless modified
<br />in writing by mutual agreement, these terms will be art integral part of the letter to which this Standard Terms of
<br />Engagement is attached (collectively, "Engagement Letter"). Therefore, we ask that you review this Standard Terms of
<br />Engagement carefully and contact us promptly if you have any questions. We suggest that you retain a copy of the
<br />Engagement Letter in your tile.
<br />Scope of Winstead's representation. The legal services
<br />that we will provide are limited to the matters described in
<br />the accompanying letter. Unless set forth in the attached
<br />letter, our engagement does not in('Alde any advice or
<br />other legal services relating to federal or state securwes
<br />laws, including appearing or practicing before the U.S.
<br />Securities and Exchange Commission (SEC), or your
<br />disclosure abtiyations under such laws, and we understand
<br />that you will not. vvithout our prior written consent, include
<br />documents or information we provide to you in any filings
<br />with federal or state securities regulators, including the
<br />SEC. It is our policy that the person or entity that we
<br />represent is the person or entity that is identified in our
<br />Engagement Letter and does not include any affiliates of
<br />such person or entity, unless specifically referred to in the
<br />accompanying letter. It is also our policy that the atiomey-
<br />client relationship will terminate upon, our completion of any
<br />services that you have retained us to perfomr.
<br />Approach to Providing Services. Each client is served
<br />by a client relationship attorney (the "Client Relationship
<br />Attorney"). The Client Relationship Attorney should Ede
<br />someone in whom you.; have camideince and -with whom
<br />you enjoy working; you should assume the attorney
<br />sending the Engagement Letter is the designated Client
<br />Relationship Attorney. You are free: to request a dlange of
<br />Client Relationship Attorney at any time. Subieet to the
<br />supervisory role of the Client Relationship Attorney, the
<br />work or parts of it may be performed by other lawyers and
<br />support personnel in the firm. if you are concomed about
<br />our perforriance or the performance of the Client
<br />Relationship Attorney, you may call our Chief Executive
<br />Officer at (2,14) 745 5400, or our Executive Director, at
<br />(214) 745-5400.
<br />Additional Services We Provide. VVe frpquently offer
<br />business services, many at no charge, that provide
<br />significant value to our clients and friends. For example,
<br />we provide advisories and seminars that offer timely
<br />insights and legislative updates on a variety of issues.
<br />Information received thmuc}h these advisories and
<br />seminars are not to be considored as legal advice for any
<br />particular legal matter.
<br />Services We Expressly Do Not Provide. Members of our
<br />law firm are from time to time serving in nleCted or
<br />appointed positions with various governmental or
<br />regulatory bodies, Members of our law firm must discharge
<br />those duties without regard to their employment or
<br />association with the firm, and more impoinantly, it would he
<br />a prohibited conflict of interest for them to give any special
<br />consideration, benect, or access to you or any other client
<br />of the firm. Accordingly, you acknowledge and confirm that
<br />this engagement of the firm is not in consideration for or in
<br />contemplation of any expected benefit to be derived from
<br />the activities of any elected or appointed official.
<br />You also understand that, in the Course of such public
<br />service, these persons may be called upon to take
<br />positions, cast votes, adopt rules and regulations or
<br />otherwise act in a manner adverse to your business
<br />interests. You acknowledge that such events are not
<br />conflicts of interest or ethical violations of the firm's duties
<br />to you as a client, You turther acknowledge that in the
<br />course of the firm's engagement by other clients expressly
<br />for lobbying any governmental body at the federal, state,
<br />county, or municipal level, we could be advocating
<br />positions or attempting to achieve outcomes or results for
<br />such clients that adversely affect you or your industry (often
<br />without our knowledge). You agree that the engagement of
<br />the Firm for the legal services contemplated herein does
<br />not, in and of itself, create a conflict of interest or ethical
<br />violation by virtue of our lobbying activities. We further do
<br />not undertake or assume any duty to advise you as to what
<br />clients or positions we have undertaken in a lobbying role
<br />which would be detrimental to you or your industry,
<br />Potential Conflicts. Because we represent many other
<br />companies and individuals, it is possible that during the
<br />time that we are representing you, some of our present or
<br />,,Vure clients may become. involved in transactions or
<br />disputes with you. You agree that we may continue to
<br />represent or may undertake in the future to represent
<br />existing or new clients in any matter that is not substantially
<br />related to our work for you even if the interests of such
<br />clients in those other matters are directly adverse. We
<br />agree, however, that your prospective consent to conflicting
<br />representation shell not apply in any instance where, as a
<br />result of our representation of you, we have obtained
<br />proprietary or other confidential information of a nonpublic
<br />nature, that, if known to such other client, could be used by
<br />such client to your material disadvantage.
<br />Advice about Possible Outcomes. We may express
<br />ocinions or beliefs concerning this matter or various
<br />courses of action and the results that might be anticipated.
<br />Any such statement made by any lawyer of our Finer is
<br />intended to be an expression, of opinion only, based on
<br />information available to us at the time, and should not be
<br />construed as a promise or guarantee.
<br />Client Responsibilities. You agree to pay our invoice for
<br />services and expenses as explained below. In addition,
<br />you agree to be candid and cooperative with us and to
<br />keep Lis informed with complete and accurate factual
<br />information and documents relevant to our representation.
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