GARY OWNERS, LLC & GREENLAW PARTNERS, LLC

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record subj ect to disclosure pursuant to the California Public Records Act. Legal counsel receiving Joint Defense Communications, as that term is defined in Paragraph 5 below, and materials may disclose those communications to their respective clients, but may not disclose such Joint Defense Communications to any other person without the consent of the Party providing the privileged and confidential information. Any unauthorized disclosure of any Joint Defense Communications to any third party shall not constitute a waiver of any applicable privilege. Each attorney for a Party shall inform such Party's Qualified Persons of the privileged nature of the Privileged Information and failure to do so is a breach of this Agreement. Each such Qualified Person shall be bound by the terms of this Agreement prior to any disclosure. If any Party violates the terns of this paragraph, such disclosure(s) shall not have been authorized and, therefore, shall not constitute a waiver of any applicable privilege. 2. Purpose. The purpose of this Agreement is to ensure that such exchange or disclosure of Privileged Information in furtherance of the Parties' joint legal efforts does not diminish in any way the confidentiality of the Privileged Information or constitute a waiver of any privilege or protection accorded to the Privileged Information, and the Parties hereby declare their intent that no sharing of information as set forth above shall waive the applicable attorney work - product privilege, attorney -client privilege, trade secret privilege, the joint defense privilege, the common interest doctrine or any other applicable privilege, protection or doctrine. To the maximum extent permitted by law, the sharing of Privileged Information shall be undertaken in a manner that protects Privileged Information from public disclosure under the Ralph M. Brown Act, the California Public Records Act, or other applicable law. 3. Marking Written Materials. All written Privileged Information exchanged will be clearly marked "CONFIDENTIAL: SUBJECT TO JOINT LITIGATION PRIVILEGE," or "SHARED UNDER THE JOINT NONDISCLOSURE AND LITIGATION AGREEMENT AMONG PARTIES," or "SUBJECT TO JOINT LITIGATION PRIVILEGE." The Parties will use their best efforts to so mark all such written materials, and will instruct their attorneys, paralegals, and clerical and other personnel as to this requirement, provided, however, that failure to marls such exchanged written materials shall not be treated as waiving the joint litigation privilege as to any materials not so marked. This requirement for marking of materials is prospective in nature and does not apply to materials previously exchanged pursuant to oral or written joint defense agreements not containing a requirement for such marking. 4. Exceptions. The restrictions of this Agreement on use and disclosure of Privileged Information shall not apply to information that: a) is in the possession or control of a Party at the time of its disclosure hereunder free of any obligation of Party to keep such Privileged Information confidential; b) is or becomes publicly known or available, by actions not in violation of this Agreement; c) is received by a Party from a third party free to disclose it without obligation to any other Party; d) is disclosed to third parties without restriction as to its use or disclosure by the Party who alone has prepared or obtained the information disclosed, and which Page 4 of 11