STANDARD TERMS OF ENGAGEMENT

Santomassimo Davis LLP | OGC Solutions®

(As Of 6/30/2022)

1. Parties To This Agreement: This engagement is solely on behalf of the parties to this letter. Our representation of a corporation, partnership, limited liability company, joint venture, trust, estate, trade association, or other entity does not include a representation of the interests of the individuals or entities that are shareholders, directors, or officers of a corporation its parent, subsidiary or affiliate; partners of a partnership or joint venture; beneficial owners of a limited liability company; grantor or beneficiaries under a trust; anyone other than the personal representative of an estate in his or her representative capacity; or members of a trade association or other entity.

2. Estimates Do Not Limit Fees, Costs and Expenses: From time to time, we are asked to give oral or written estimates of likely fees. Unless set forth in a writing expressly stating that the estimate is a binding cap or limitation on fees, our fees (and costs and expenses) are not limited by an estimate.

3. Attorney Conferences and Meetings: From time to time, internal conferences will take place among our personnel, and two or more may attend meetings or proceedings on your behalf. Although this approach might seem to result in some duplication of effort, this practice facilitates communication, improves the quality of the work by allowing us to utilize specialists and a proper mix of personnel, and thus ultimately provides you with the best value. If, at any time, you are concerned about the efficiency or cost-effectiveness of our efforts, you should express your concerns to me so that we can address the issue in a timely fashion.

4. Costs and Reimbursable Expenses: Our work may require us to incur certain expenses on our clients’ behalf. These expenses are charged at our actual, out-of-pocket cost without mark-up or premium. In some cases, when it is difficult or burdensome to determine actual costs with precision, we utilize pro-rations, reasonable estimates or averages.

5. Credit Information: This agreement evidences your consent to allow us to obtain credit reports and similar information about your creditworthiness. In the event that we extend credit to you, you may be asked to provide us with accurate and complete information about your financial condition.

6. We believe that it is in our clients’ interest, as well as our own, that in the event legal ethics or related issues arise during a representation, we receive expert analysis of our obligations. Accordingly, as part of our agreement concerning our representation, you agree that if we determine in our own discretion during the course of the representation that it is either necessary or appropriate to consult with our firm’s internal counsel (or, if we choose, outside counsel to the firm), we have your consent to do so and that our representation of you shall not, thereby, waive any attorney-client privilege that our firm may have to protect the confidentiality of our communications with counsel.

7. This engagement is solely for the purpose of representing you in connection with the matters described in this letter and other specific matters to which we agree our representation should extend.

8. Payments: Your payment of fees will be applied in our discretion to any invoices that are outstanding at the time payment is received.

9. Escrow Accounts: We ordinarily deposit retainers and other escrow funds in FDIC insured banking institutions with whom we maintain accounts for this purpose. In the event of a bank failure, or other loss or diminution of funds in the account resulting from events beyond our control, we shall have no responsibility to reimburse you for any amount held in escrow, whether because the amount exceeds the applicable FDIC insurance limitation or otherwise.

10. Sarbanes-Oxley Act, Section 307: The firm is aware of its responsibilities pursuant to this section, and pledges to carry out those obligations in accordance herewith.

11. Your Responsibilities as a Client: Unless we otherwise expressly agree in writing, the fees and charges billed to you are your responsibility whether or not a court awards attorneys’ fees against an opposing party, or another party (such as an insurance company) has agreed to pay our fees. Any amounts actually received by us from another party will be credited against the fees and charges for which you are otherwise obligated to us.

12. To enable us effectively to render professional services, you agree to cooperate fully with us in all matters related to the preparation and presentation of your claims, to fully and accurately disclose to us all facts that may be relevant to the matter or that we may otherwise request and to keep us apprised of developments relating to the matter.

13. Travel: If we travel on your behalf, we charge portal-to-portal for our travel time. Whenever possible, we will work on your matter while traveling. If we do work on behalf of another client while traveling on your behalf, that time will be deducted from our charges to you.

14. If you have any concerns about your engagement, please contact the firm’s partners to discuss your concerns.

15. Client Files: We maintain a file of the records reasonably necessary to your representation (“Client File”). The Client File is your property. We may also generate attorney work product, mental impressions, precedents, research, notes and other material that we find helpful or useful but that is not essential to the representation (“Work Product”). You agree that the Work Product is our property. Your Client File will be stored in digital format in our systems. You agree that we may implement reasonable retention policies for all records, and we have the discretion to delete and destroy such documents. We ordinarily retain Client Files for seven (7) years after the conclusion of a matter. We will be happy to provide your Client File to you (excluding our Work Product) at the conclusion of the matter upon your request. If you do not request the Client File, after the seven-year period has expired, unless you advise us in writing, we shall be free to dispose of it. In the event that you request that we turn your Client File over to you or another firm and you have not fully satisfied all of your obligations to us under this agreement, including the payment of all fees and costs, we shall be entitled to hold the Client File as security for performance of those obligations to the full extent permitted by the rules of professional conduct.

16. Electronic Communications: Our communications with clients often involve the use of electronic mail, electronic devices (such as cell phones and mobile devices) and web-based applications, for voice and data transmission. Although this use of technology runs the risk of “hacking” or other unintended third-party access to confidential information, unless you advise us otherwise, your engagement of us in accordance with these Standard Terms evidences your agreement that the benefits of using such technology for communications without unique safeguards outweighs the risks of accidental or unintended third party disclosure. Accordingly, for example, documents sent to you by e-mail or electronically (whether or not containing confidential information) will not be encrypted unless you request us, in writing, to encrypt outgoing e-mail and we agree and are able to implement mutually acceptable encryption standards and protocols.

17. Computers, electronic devices, networks or services that are owned or controlled by a third party may not sufficiently preserve the confidentiality of communications between us to ensure that they are protected by the attorney-client privilege. Therefore, when communicating with us on confidential matters, you should not use a third party’s email system, computer or network, or shared public computers such as at a library or internet cafe. Instead, all confidential electronic communications with us should be through your own, password protected equipment, systems and accounts.

18. We undertake reasonable efforts to exclude from our emails and electronic documents any virus or other defect that might affect any computer or IT system. However, we do not accept liability for any loss or damage that may arise from the receipt or use of electronic communications from us that contain a virus or defect that was not created by us, or that result from the use of commercial software.

19. Client Billing Policies and Procedures: If you instruct us to follow any billing policies, procedures, or guidelines, we will take reasonable steps to honor them. However, in the event that the terms of the instructions conflict with this Agreement, this Agreement will govern unless we otherwise expressly agree in writing.

20. Attorney’s Lien: If a monetary judgment or award is made in your favor, we shall have a lien on the proceeds to the extent of any unpaid fees, disbursements, or other charges. All payments by way of recovery, award, settlement or the like to you from third parties shall be made jointly payable to you and to us.

21. Term of our Relationship: Our attorney-client relationship will be deemed to end upon completion of the specific professional legal services that you have retained us to perform, or if ongoing or open-ended professional legal services are provided, not later than six months from the last time you requested, and we furnished any billable professional legal services of that kind to you (and sooner if the facts or circumstances demonstrate it). The date you are billed or pay for our services is irrelevant for this purpose. If you subsequently retain us to perform further or additional professional legal services, our attorney-client relationship will be revived, subject to these and any subsequent written terms in our engagement agreement with you. The fact that we may inform you from time to time of developments in the law which may be of interest to you, by newsletter or otherwise, should not be understood as, and is not, a revival of an attorney-client relationship, nor would our agreement to provide non-professional services such as file storage, or the use of facilities, or copies of old Client Files, revive the attorney-client relationship.

22. Future Representation: We have no duty to accept new engagements from you unless mutually agreed, even if we are representing you in other matters on an ongoing basis.

23. Termination of Engagement: You have the right to terminate our representation for any reason at any time. We reserve the same right upon giving reasonable notice. Among the reasons which might lead us to conclude that we should terminate our representation are (1) non-payment of our fees, (2) your failure to be forthright, cooperative or supportive of our efforts, (3) your misrepresentation of, or failure or refusal to disclose, material facts to us, (4) your failure or refusal to accept our advice, (5) the discovery of a conflict of interest with another client, or (6) any other reason permitted or required under the rules of professional conduct governing the legal profession.

24. If you terminate our representation or we elect to withdraw, you will take all steps necessary to free us of any obligation to perform further service on your behalf, including the execution of any documents (including forms for substitution of counsel) necessary to complete our withdrawal. We will not be obligated to advise you of subsequent legal developments that occur after the termination of our services or the completion of the matters for which we were engaged that might have a bearing on those matters.

25. In the event of our discharge or withdrawal, we will be entitled to retain any fees based on recoveries before the date of our withdrawal or discharge and to additional compensation consisting of the reasonable value of our services actually rendered. We will also be entitled to payment or reimbursement of any disbursements or charges paid or incurred on your behalf up to the date of withdrawal or discharge. Upon termination of our representation, we will submit a statement for services rendered to the date of termination, payable in full upon receipt.

26. Dispute Resolution; Waiver of Jury Trial Rights: This Agreement and any Disputes between the parties shall be governed by the laws of the State of New Jersey without regard to its conflicts of law principles. In the event that the parties can not amicably resolve a dispute of any kind, they will seek to resolve through mediation as a prerequisite to litigation. Mediation shall be conducted in Morris County, New Jersey before an experienced mediator, preferably a mediator who is a retired judge or magistrate judge. In the event the parties can not resolve the dispute through mediation, the parties may resort to litigation. Any litigation must be pursued in the state and federal courts in Morris County, New Jersey. Each party hereby irrevocably and unconditionally waives, to the fullest extent permitted by law, any right to a trial by jury arising out of or relating to this agreement.

27. General Provisions: You may not assign, transfer or otherwise convey your rights or obligations under this engagement agreement without our consent.

28. This document involves important legal agreements between us, and you should consult Independent counsel in deciding whether or not to agree to it.