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" MITCHEU $lI.BElUJERG & KNClPPUP CLIENT ENGAGEMENf ÂGIŒ;EMENT and costs which may be incurred on your matter or any phase thereof is not capable ofprecise prediction, and you acknowlt1<ige that we have m¡¡Qe no gu.arantees or promises and have ~et no lijnits with regard to the cost of yòurmatter or any phase thereot: 8. Our firm has a policy to confirm credit and obtain.an ¡¡Qvance prior to.the performance of al1Y subst¡.ntial work.. For the HuntinmonBeach ~atter, We will not insist upon an advanceretaìner. but we reserve the right to require fi:om you in the ft.¡turea reasonable advance to be used as a reserve against future fees, costs, and other finn charges. 9. Ifan action or proceedil1g is commenc¡ed to enforce this Agreement or any provision hereof, theprevaìling party in such an aetion. or proceeding shall be entitleø to recover the reasonable amount ofhis.attomeys' fees and costs, in addition to compe!1Satory damages. The preceding sentence applies whet~r we choose to have attomeysin our firm. represent us or engage outside counsel to represent us. Any such action orproéeeding shall be brought in and determined by a oourt or tribunal in Los Angeles County, and you consentto thejurisdietion of sllch court or tribunal. For purposes ofen(orcing this Agreement ol1ly, you agree that this Agreementmay be disclosed to the court or tribunal. I O. We agree that eaoh. and every matf(:I' or prooeeding in which weundertal<e to assist you shall be and shall re~aín under and subject to the control and direction ofthe City Attorney òf the City óf Santa Ana at all stages, and that we shall at all times keep the City Attomey infurmed of all mattecrB pertaìning th(:r'eto.Weifurther agree, if and when our emplòyment hereunder istmninatedby you, that we shan retiitn to tbe City Attotl'ley any and all files then in .ourpossessionconcerning e.ach and every tnatter or proceeding ÎI1 which we. reþresenteø you Purs4atit tò this Agreement. . II. It is mutually agreed by and between you and us that, in the performa!1oe of our covenants hereU!1der, we are and shall be independent contractors, and not officers or employees of you. Furth1'Fmore, we agree to indeml1ifY and hold you harmless, along with your officers, agents, employees and representatives !Ì'om liability for personal and property dar!1age claìms by third parties arising !Ì'om our actions if those actions have not otherwise been approved by you. 12. Ifwe recèÌve ftomyou infonnanonthat, due to the nature of such information. is reasonably understQod to be confidential a!1d/or proprietary, we agree that we ghalll1ôt use or discloses\ìch infPnnAtion except in the Penorm,anceof this Agreement, and further agree to exercìsethesamedegree of care we usetoprotCét our own inrormationofHke importance, hut in no eventh:ss than reasonable care. ".Qonfidel1tial fuformation" shallinclllde allnonpubHc information. Confidel1tialInfomtation inclndes not only written infotJ)1atÌon, but also information transferred orally, visually, electronically. or by other means.. Confidential information disclosl'dto us. by any subsidiary and/or agent pÎ you is covered by thil Agr;ement. 13. Please be advised that you may bave insurance and/or other ind~J!mity agrl'ements which might entitle you to adefensl', indenmìty, and/or other benefits in connection With yo:urmat1:er aI1d/Of obligate YoU to. provide timely notice. We urge you to M~g anY potentially applicable insurance and/or indemnity agreements to our atte!1tionso we can evaluate your rigbts and obliglltions under them. If yoU do. not. bring such insurance and/or other indemnity agrCéments to our attention, we will have no .responsibility to advise you with re$Pecf 0700199.DOC 3