Res 2005-021 - Laserfiche WebLink

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I I I WINSTEAD CONSULTING GROUP Standard Terms of En~:agement for Services Introduction This statement contains the standard terms of our engagement. Unless modified in writing by mutual agreement, these terms will be an integral part of the letter to which this statement is attached (collectively, "Enl!al!ement Letter"). Therefore, we ask that you review this statement carefully and contact us promptly if you have any questions. We suggest that you retain a copy of the Engagement Letter in your file. Scope of Winstead's Representation The scope of services we will provide is described in the accompanving letter Any questIOns that you have should be addressed to us immediately We will at all times act on your behalf to the best of our ability Any expressions on our part concerning the outcome of the representation are expressions of our best professional judgment, but are not guarantees. Such expressions are necessarily limited by our knowledge of the facts and are based on the state of the situation at the time they are expressed. It is our policy that the person or entity that we represent is the person or entity that is identified in our Engagement Letter and does not include any affiliates of such person or entity, unless specifically referred to (i.e., if you are a corporation or partnership, affiliates include any parents, subsidiaries, employees, officers, directors, shareholders or partners of the corporation or partnership, or commonly owned corporations or partnerships; or if you are a trade association, affiliates includes any members of the trade association). It is also our policy that relationship will be considered terminated upon our completion of any services that you have retained us to perform. If you later retain us to perform additional servic'~s, our relationship will be revived subject to these terms of engagement, as they may be supplemented at that time. You agree to cooperate fully with us and to promptly provide all matenal information known or available to you relevant to our representation. Potential Conflicts You should be aware that we represent many other companies and individuals. It is possible that during the time that we are representing you, some of our present or future clients may become involved in transactions or disputes with you. You agree that we may continue to represent or may undertake in the future to represent existing or new clients in any matter that is not substantially related to our work for you even if the interests of such clients in those other matters are directly adverse. We agree, however, that your prospective consent to conflicting representation contained in the preceding sentence shall not apply in any instance where, as a result of our representation of you, we have obtained proprietary or other confidential information of a nonpub,ic nalu!e, that, '1' kno'''n iu such other cllcnt, .;ould be uSlOd in any such other matier by such dicnt to yuur matcrial disadvantage. You should know that, in similar circumstances with many of our other clients, we have asked for similar agreements to preserve our ability to represent you. You agree that our representation of you in this matter does not give rise to a relationship between us and any of your affiliates, unless specifically set forth herein. You also agree that during th,e course of our representation of you, we will not be given any confidential information regarding any of your affiliates unless you believe it necessary to do so. In such circumstances, you agree to identify such information as being confidential and discuss your reasons for revealing it with us prior to disclosing the information. Accordingly in most instances, representation of you in this matter will not give rise to any conflict of interest in the event other chents are adverse to any of your affihates. Services We Expresslv Do Not Provide to You Winstead is a wholly-owned subsidiary of Winstead Sechrest & Minick PC (Winstead Sechrest & Minick pc. and Winstead being hereinafter collectively referred to as the "Firm") and members of the Firm are from time to time serving in elected or appointed pOSItIOns with various governmental or regulatory bodies at the federal, state, county, municipal, or local level. Such service could include, but is not limited to, service in the United States Congress, the Texas Legislature, as a board member of a State of Texas agency board, or commission or the executIve branch of state government, as a county commissioner mayor, city council member alderman, as a member of a planning and/or zoning board in charge of land use and entitlement issues, or a