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information will not diminish in any way the confidentiality of such information and will not
<br />constitute a waiver of any applicable privileges.
<br />P. This Agreement also confirms that, to the extent the Parties and/or their attorneys
<br />have already been in communication with each other since any privileges became operative under
<br />any applicable law, their communications and work product were then, and remain now, subject
<br />to the joint defense privilege and now are subject to this Agreement.
<br />Now, therefore, the Parties, in consideration of their mutual promises and the foregoing
<br />recitals that are incorporated herein, agree as follows:
<br />1. Agreement. In order to pursue a joint legal effort in response to the Litigation,
<br />the Parties may be best served by exchanging or disclosing among themselves and their counsel
<br />Privileged Information, as that term is defined below, provided, however, that nothing herein shall
<br />compel the Parties to coordinate defense efforts or to share any such Privileged Information. The
<br />coordination of defense efforts and the sharing of Privileged Information in connection with the
<br />Litigation shall be entirely voluntary.
<br />1.1 Definition of Joint Defense. All work performed by the attorneys for the
<br />Parties pursuant to this Agreement and communications among the attorneys for the Parties in
<br />connection with such representation of their respective clients shall be conducted and protected
<br />pursuant to the joint defense doctrine recognized in such federal court cases as United States v.
<br />McPartlin, 595 F.3d 1321, 1336-37 (7th Cir.), cert. denied, 444 U.S. 833 (1979); Hunydee v.
<br />United States, 355 F.2d 183 (9th Cir. 1965); and Continental Oil Co. v. United States, 330 F.2d
<br />347 (9th Cir. 1964); and as contemplated in the California cases of California Oak Foundation V.
<br />County of Tehama, 174 Cal. App, 4th 1217, 1222-23 (2009); Oxy Resources California LLC v.
<br />Superior Court, 115 Cal. App. 4th 874 (2004); and Raytheon Co. v. Superior Court, 208 Cal. App.
<br />3d 683 (1989); and in California Evidence Code section 952 and/or recognized under state and
<br />federal law, including such rights that exist independent of rights described in this Agreement.
<br />1.2 Definition of Privileged Information. Privileged Information, as used
<br />herein, shall include all writings as defined in California Evidence Code section 250, including all
<br />oral, electronic or written communications including, but not limited to, meeting agendas,
<br />memoranda prepared by in-house and outside counsel, analyses, drafts of pleadings or comments
<br />to regulatory authorities, or other materials or information, furnished by any Party to another Party
<br />or Parties involving matters related to the Litigation, or any other summary, analysis, report or
<br />other document containing information extracted, obtained or derived from such communications,
<br />but excluding such materials or discussions which have been made public or disclosed to third
<br />parties without restriction as to use or disclosure. Privileged Information shall only be used by the
<br />Parties in connection with their rights to be informed about matters related to the Litigation.
<br />1.3 Limited Disclosure. No Party shall disclose the Privileged Information
<br />received under this Agreement to any person other than its directors, officers, employees, legal
<br />counsel, accountants, agents and subcontractors (collectively, the "Qualified Persons") who
<br />require knowledge of the Privileged Information for the purpose of evaluating or conducting the
<br />Litigation, and in no event shall such disclosure cause the Privileged Information to become a
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