|
WINSTEAD PC
<br />Consulting Services — Non -Legal Services
<br />Standard Terms of Engagement for Services
<br />Introduction
<br />This statement contains the standard terms of our engagement. Unless modified in writing by mutual
<br />agreement, these terms will be an integral part of the letter to which this statement is attached (collectively,
<br />"Enciaciement Letter "). Therefore, we ask that you review this statement carefully and contact us promptly if
<br />you have any questions. We suggest that you retain a copy of the Engagement Letter in your file.
<br />Scone of Winstead's Representation
<br />The scope of services we will provide is described in
<br />the accompanying letter. Under this engagement, we
<br />will not be providing legal services. Any questions
<br />that you have should be addressed to us immediately.
<br />We will at all times act on your behalf to the best of
<br />our ability. Any expressions on our part concerning
<br />the outcome of the representation are expressions of
<br />our best professional judgment, but are not
<br />guarantees. Such expressions are necessarily limited
<br />by our knowledge of the facts and are based on the
<br />state of the situation at the time they are expressed.
<br />It is our policy that the person or entity that we
<br />represent is the person or entity that is identified in
<br />our Engagement Letter and does not include any
<br />affiliates of such person or entity, unless specifically
<br />referred to (i.e., if you are a corporation or
<br />partnership, affiliates include any parents,
<br />subsidiaries, employees, officers, directors,
<br />shareholders or partners of the corporation or
<br />partnership, or commonly owned corporations or
<br />partnerships; or, if you are a trade association,
<br />affiliates includes any members of the trade
<br />association).
<br />It is also our policy that our relationship will be
<br />considered terminated upon our completion of any
<br />services that you have retained us to perform. If you
<br />later retain us to perform additional services, our
<br />relationship will be revived subject to these terms of
<br />engagement, as they may be supplemented at that
<br />time.
<br />You agree to cooperate fully with us and to promptly
<br />provide all material information known or available to
<br />you relevant to our representation.
<br />Potential Conflicts
<br />Because we represent many other companies and
<br />individuals, it is possible that during the time we are
<br />representing you, some of our present or future
<br />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
<br />substantially related to our work for you. We agree,
<br />however, that your prospective consent to our
<br />continuing to represent you shall not apply in any
<br />instance where, as a result of our representation of
<br />you, we have obtained proprietary or other
<br />confidential information of a non - public nature, that if
<br />known to such other client, could be used by such
<br />client to your material disadvantage. In the event we
<br />undertake representation of a client in a matter that is
<br />substantially related to our representation of you we
<br />will promptly disclose such representation to you.
<br />Upon receiving such notice, you will timely consent to
<br />the representation or request that we withdraw from
<br />representing you in the matter.
<br />Services We Expressly Do Not Provide to You
<br />Members of the Firm are from time to time serving in
<br />elected or appointed positions with various
<br />governmental or regulatory bodies at the federal,
<br />state, county, municipal, or local level. Such service
<br />could include, but is not limited to, service in the
<br />United States Congress, the Texas Legislature, as a
<br />board member of a State of Texas agency, board, or
<br />commission or the executive branch of state
<br />government, as a county commissioner, mayor, city
<br />council member, alderman, as a member of a
<br />planning and /or zoning board in charge of land use
<br />and entitlement issues, or a board of adjustment or
<br />variance. Members of the Firm must discharge those
<br />duties without regard to their employment or
<br />association with the Firm, and more importantly, it
<br />would be a prohibited conflict of interest for them to
<br />give any special consideration, benefit, or access to
<br />you or any other client of the Firm by virtue of your
<br />engagement of Winstead in any capacity, including
<br />the actual lobbying of any such governmental body or
<br />agency. Accordingly, you acknowledge and confirm
<br />that this engagement of Winstead is not in
<br />consideration for or in contemplation of any expected
<br />benefit to be derived from the activities of such
<br />persons in elected or appointed positions.
<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 actual or
<br />perceived business interests and you acknowledge
<br />that such events are not conflicts of interest or ethical
<br />violations of Winstead's duties to you as a client. You
<br />further acknowledge that in the course of the Firm's
<br />
|