|
3. COUNSEL GUIDELINES
<br />You agree and acknowledge that the Engagement Terms shall control over terms contained in your
<br />outside counsel guidelines or any other similar instructions supplied by you at any time. In order for any
<br />outside counsel guidelines or instructions (or amendments or modifications thereto) to be effective, a Firm
<br />partner managing the Engagement must affirmatively agree to accept them in writing. The Firm does not
<br />agree to any terms expanding the Firm's potential liability by contract, including to indemnify, defend or
<br />hold you harmless, whether included in your outside guidelines or otherwise.
<br />4. CONFLICTS OF INTEREST
<br />The Firm and its affiliated entities represent clients in a broad range of industries and in a wide variety of
<br />legal matters, nationally and internationally. A summary of our current practice areas and the industries
<br />in which we represent clients, and the roster of our affiliated entities, can be found on our web site at
<br />www.diapiper.com. We may represent other clients in the same industry as yours. Absent effective
<br />conflict of interest waivers, conflicts of interest could arise that could deprive you or other clients of the
<br />right to select the Firm as their counsel, and preclude us from representing you or other clients in ongoing
<br />or future matters. Accordingly, you acknowledge and agree that the Firm and its affiliated entities may,
<br />now or in the future, represent other persons or entities on matters adverse to you or any of your current
<br />or future affiliates, provided that: 1) the matter is not substantially related to any matter in which the Firm
<br />has represented you; 2) the Firm does not violate its duty of confidentiality to you; and, 3) the Firm
<br />reasonably concludes that our representation of the other client complies with applicable ethical
<br />standards. The future representations adverse to you may include, without limitation, commercial
<br />transactions, auctions, mergers and acquisitions, patent, trademark and other intellectual property
<br />matters, restructuring and bankruptcy matters in which we may represent debtors, lenders, shareholders,
<br />bondholders, committees, distressed debt and asset buyers and investors, employment, real estate,
<br />franchising, tax, trusts and estates, or litigation, arbitration, third -party discovery proceedings, such as
<br />subpoenas, depositions, and motions to compel, or mediation or other dispute resolution procedure, other
<br />than those for which the Firm had been or is then engaged by you. Such matters shall be referred to as
<br />"Allowed Adverse Representation." We do not believe that the Firm's ability to represent other clients in
<br />Allowed Adverse Representations will impair our ability to diligently and competently represent you in the
<br />matter(s) for which you have engaged us. You understand that the foregoing examples are illustrative,
<br />not exhaustive.
<br />You agree that you will not, for yourself, or any other entity or person, assert the Firm's representation of
<br />you or any of your affiliates in any past, present or future matter is a basis for disqualifying the Firm from
<br />representing another party in an Allowed Adverse Representation. Your consent shall be effective until
<br />you notify the Firm, in writing, of your intention to terminate it. Such termination shall apply prospectively
<br />only and shall not apply to any matter for which the Firm had been engaged. Your consent shall survive
<br />any change in your leadership, including but not limited to your general counsel. You may consult with
<br />independent counsel regarding this section before agreeing to it, and you acknowledge that the Firm has
<br />given you the opportunity to seek such independent legal advice.
<br />You agree that this section does not expand the scope of the Engagement to encompass your affiliates
<br />unless expressly agreed by the Firm.
<br />5. CONFIDENTIALITY
<br />The Firm has a professional obligation not to disclose your confidential information or to use it for another
<br />party's benefit without your consent. These obligations are subject to certain exceptions provided for in
<br />the Rules of Professional Conduct and certain laws and regulations, including those relating to mandatory
<br />reporting obligations associated with certain types of transactions, certain lobbying disclosure obligations,
<br />and those related to money laundering and terrorist financing. Such laws and regulations may require the
<br />Firm to disclose confidential information to governmental authorities, and we may be prohibited from
<br />informing you that disclosure has been made or the reasons for such disclosure. Certain laws and
<br />
|