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0 <br />Mr. Louis Watts <br />May 22, 2008 <br />Page 2 <br />telephone, telecopy, word processing, document production and binding, court costs, <br />delivery service, filing fees and secretarial overtime'to the extent required by a particular <br />assignment. We may request your payment to others or advance payment to us of any <br />expense payment of $250.00 or mare. Should you have a question about any statement, <br />please ca11 me. <br />•~ Although in most cases you will directly employ third parties, such as other <br />~~ lawyers or experts, to provide services on your behalf, in certain instances, we may <br /> employ third parties on your behalf (with your prior consent). In all such instances, you <br /> will be responsible either for paying these third pasties directly ox for reimbursing us fox <br />:~ ~ such costs. <br />.j <br />~, <br />As in any professional relationship where mutual trust and confidence are <br />t <br />bl <br />b <br />i <br />d <br />:~ o <br />e a <br />e <br />r <br />to <br />essential, it is appropriate for either Olver, Orange County, or Alston & B <br /> terminate our engagement at any time.by reasonable written notice. Furthermore, in the <br /> event we have performed no services far Olver and Orange County for any consecutive <br /> 90-day period, we will assume that our engagement has been terminated as of the last day <br />' we performed services. <br />~~ ~ if our engagement. is terminated, we understand that Olver and Orange County <br />~ will take whatever steps are necessary to evidence that we are free from any obligation to <br />'z perform further, and to pay us fox unpaid fees for Iegal services rendered and charges fox <br />~ related expenses and services incurred to the date of termination. <br />• ~ This lettex also confirms our discussions in which we disclosed to you that Alston <br />' & Bird currently represents the University in certain. patent and intellectual property <br /> matters. This Letter will confirm that Olver waives any actual or potential conflict of <br /> interest that might result from our. representation of the University with respect to such <br /> matters. A request that Orange County waive any actual or potential conflict of interest <br />i that might result horn our representation. of the University with respect to such matters <br /> will be sent under cover of separate letter. This letter also confirms that the University <br />,~ ~ has agreed to waive any actual or potential conflict of interest that might result from our <br /> representation in this matter. <br /> It is also possible that during the time we are representing Olver and Orange <br /> County, another client of ours may have a dispute with Olver or Orange County. In order <br /> to distinguish those instances in which you consent to our representing such other client <br /> from those instances in which you do not consent, you have agreed, as a condition to our <br />'~ undertaking this 'engagement, that during the period of this engagement we will not be <br />~ <br /> Orange <br />precluded from representing clients who may have interests adverse to Olver and <br /> County, so long as (1) such adverse matter is not substantially related to oux work far <br /> Olver and Orange County and {2) our representation of the other client does not involve <br /> pexsons who have been involved in or have access to confidential information regarding <br /> our work for. 41ver and Orange County, and an appropriate ethical screen is implemented <br />a <br />