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4 6 <br /> "Third Parties" also includes any former Party after he, she or it <br /> has terminated participation in the joint defense effort pursuant to <br /> Section 13. <br /> 2. Common Interest in Defense and Applicability of Joint Defense <br /> Doctrine. The Parties anticipate that the nature of the Refund Claim and their <br /> relationships will present various common legal and factual issues, thus making it <br /> advisable to engage in joint defense efforts as deemed appropriate by the Parties and their <br /> attorneys. The Parties and their attorneys believe there is a mutuality of interest in <br /> pursuing a common defense with respect to at least some, if not all, issues or claims <br /> raised in the Refund Claim. In this regard,the Parties seek to enable both themselves and <br /> their Joint Defense Participants to work together on common issues without waiving <br /> applicable rules of privilege and confidentiality. It is the intent that such joint defense <br /> efforts will benefit the Parties by making legal advice and representation in the Refund <br /> Claim more effective and cost-efficient. <br /> 3. Retention of Ogden Murphy Wallace, PLLC. The Parties to this <br /> Agreement wish to retain the services of Ogden Murphy Wallace, PLLC ("OMW") to <br /> jointly represent them in researching, analyzing,negotiating, and defending,if necessary, <br /> against the Refund Claim. OMW shall perform such services according to the Hourly <br /> Rate Schedule attached hereto as Exhibit A. OMW shall serve as the attorneys for the <br /> Joint Defense Participants and shall zealously represent each and all Parties. All Parties <br /> shall sign the Potential Conflict of Interest Waiver attached hereto as Exhibit B. <br /> 4. Individual Representation by ©MW. Each Party may also <br /> independently request certain services provided by OMW at the Party's own cost. These <br /> services may include individual analysis of a Party's municipal tax code or analysis of <br /> specific payments made by VZNW. Bills from OMW related to services performed at <br /> the request of an individual Party shall be billed by OMW directly to the requesting <br /> Party. Parties requesting individual services shall indemnify and hold harmless all other <br /> Parties from any cost,claim or liability associated with such individual service by OMW. <br /> 5. Scope of and Basis for Confidentiality Agreement. It is the Parties' <br /> intention and understanding that all of the following shall remain confidential and <br /> protected from disclosure,discovery or production to any Third Party to the fullest extent <br /> permitted by applicable law: (1)the fact that particular communications have been made <br /> under this Agreement between any Parties or Joint Defense Participants; (2)the <br /> information or materials so communicated; and (3)any part of any memoranda or other <br /> material or work product containing or referring to such communications. The Parties <br /> understand and agree that such communications, materials and work product are <br /> generally protected by attorney-client privilege, the attorney work product doctrine <br /> privilege, and the"joint defense doctrine" or"common interest" privilege recognized in <br /> cases such as State v. Emmanuel, 42 Wn.2d 799, 814-16, 259 P.2d 845 (1953) (citing <br /> Baldwin v. Commissioner, 125 F.2d 812(9th Cir. 1942)); Waller v.Financial Corporation <br /> of America, 828 F.2d 579, 583 (9th Cir. 1987); United States v. McPartlin, 595 F.2d 1321, <br /> {ERZ757860.DOC;1W0005.080018\} <br /> 2 of 13 <br /> 17 <br />