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<br />WINSTEAD CONSULTING GROUP
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<br />Introduction
<br />
<br />Standard Terms of Engagement for Services
<br />
<br />This statement contains the standard terms of our engagement. Unless modified in writing by mutual agreement, these terms will be
<br />an integral part of the letter to which this statement is attached (collectively, "En2:a2:ement Letter"). Therefore, we ask that you
<br />review this statement carefully and contact us promptly if you have any questions. We suggest that you retain a copy of the
<br />Engagement Letter in your file.
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<br />Scope of Winstead's Representation
<br />
<br />The scope of services we will provide is described in the
<br />accompanying letter. Any questions that you have should be
<br />addressed to us immediately.
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<br />We will at all times act on your behalf to the best of our ability.
<br />Any expressions on our part concerning the outcome of the
<br />representation are expressions of our best professional judgment,
<br />but are not guarantees. Such expressions are necessarily limited
<br />by our knowledge of the facts and are based on the state of the
<br />situation at the time they are expressed.
<br />
<br />It is our policy that the person or entity that we represent is the
<br />person or entity that is identified in our Engagement Letter and
<br />does not include any affiliates of such person or entity, unless
<br />specifically referred to (i.e., if you are a corporation or
<br />partnership, affiliates include any parents, subsidiaries,
<br />employees, officers, directors, shareholders or partners of the
<br />corporation or partnership, or commonly owned corporations or
<br />partnerships~ or, if you are a trade association, affiliates includes
<br />any melnbers of the trade association).
<br />
<br />It is also our policy that relationship will be considered
<br />tefiiiinatedupOh..Otif. completion.. of. any.. sef\1ices .that.Ybu..have
<br />retained us to perform. If you later retain us to pertonn
<br />additional services, our relationship will be revived subject to
<br />these terms of engagement, as they may be supplemented at that
<br />time.
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<br />You agree to cooperate fully with us and to promptly provide all
<br />material information known or available to you relevant to our
<br />representati on.
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<br />Potential Conflicts
<br />
<br />You should be aware that we represent many other companies
<br />and individuals. It is possible that during the time that we are
<br />representing you, some of our present or future clients may
<br />become involved in transactions or disputes with you. You agree
<br />that we may continue to represent or may undertake in the future
<br />to represent existing or new clients in any matter that is not
<br />substantially related to our work for you even if the interests of
<br />such clients in those other matters are directly adverse. We
<br />agree, however, that your prospective consent to conflicting
<br />representation contained in the preceding sentence shall not apply
<br />in any instance where, as a result of our representation of you, we
<br />have obtained proprietary or other confidential information of a
<br />nonpublic nature, that, if knovv'n to such other client, could be
<br />used in any such other matter by such client to your material
<br />disadvantage. You should know that, in similar circumstances
<br />with many of our other clients, we have asked for similar
<br />agreements to preserve our ability to represent you.
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<br />You agree that our representation of you in this matter does not
<br />give rise to a relationship between us and any of your affiliates,
<br />unless specifically set forth herein. You also agree that during
<br />the course of our representation of you, we will not be given any
<br />confidential information regarding any of your affiliates unless
<br />you believe it necessary to do so. In such circumstances, you
<br />agree to identify such information as being confidential and
<br />discuss your reasons for revealing it with us prior to disclosing
<br />the information. Accordingly, in most instances, representation
<br />of you in this matter will not give rise to any conflict of interest
<br />in the event other clients are adverse to any of your affiliates.
<br />
<br />Services We ExpresslvDo Not Provide to You
<br />
<br />Winstead is a wholly-owned subsidiary of Winstead Sechrest &
<br />Minick P.C. (Winstead Sechrest & Minick P.C. and Winstead
<br />being hereinafter collectively referred to as the "Firm") and
<br />members of the Firm are from time to time serving in elected or
<br />appointed positions with various governmental or regulatory
<br />bodies at the federal, state, county, municipal, or local level.
<br />Such service could include, but is not limited to, service in the
<br />United States Congress, the Texas Legislature, as a board
<br />member of a State of Texas agency, board, or commission or the
<br />e)(~cl1ti\f~~r(}nchor ~tat~,g()\f~fl1t11en t, as a county coml11ission er,
<br />mayor, city council member, alderman, as a member of a
<br />planning and/or zoning board in charge of land use and
<br />entitlement issues, or a board of adjustment or variance.
<br />Members of the Finn must discharge those duties without regard
<br />to their employment or association with the Firm, and more
<br />importantly, it would be a prohibited conflict of interest for theln
<br />to give any special consideration, benefit, or access to you or any
<br />other client of the Firm by virtue of your engagement of
<br />Winstead in any capacity, including the actual lobbying of any
<br />such governmental body or agency. Accordingly, you
<br />acknowledge and confirm that this engagement of Winstead is
<br />not in consideration for or in contemplation of any expected
<br />benefit to be derived from the activities of such persons in elected
<br />or appointed positions.
<br />
<br />You also understand that in the course of such public service
<br />these persons may be called upon to take positions, cast votes,
<br />adopt rules and regulations or otherwise act in a manner adverse
<br />to your actual or perceived business interests and you
<br />acknowledge that such events are not conflicts of interest or
<br />ethical violations of Winstead's duties to you as a client. You
<br />further ackno\vledge that in the course of the Finn's engagement
<br />by other clients expressly for lobbying any governmental body at
<br />the federal, state, county, or municipal level we could be
<br />advocating positions or attempting to achieve outcomes or results
<br />for such clients that could adversely affect you or your industry
<br />(often without our knowledge) and your engagement of Winstead
<br />for the services contemplated herein does not, in and of itself,
<br />create a conflict of interest or ethical violation by virtue of our
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