2010/03/03 Council Agenda Packet

• 6 1336-37 (76 Cir. 1979); Hunydee v. United States, 355 F.2d 183 (9th Cir. 1965); and Continental Oil Company v. United States, 330 F.2d 347(9a'Cir. 1964). 6. Agreement to Share Information or Materials. Although this Agreement does not obligate the Parties to share any information with one another, to further their respective mutual interests,the Parties agree that: a. To the extent deemed appropriate and authorized by each Party's attorney, given the unique interests and concerns of his or her own client, any Party or Joint Defense Participant may share and exchange among other Parties and Joint Defense Participants: work product materials, opinion work product and confidential attorney-client communications relating to or facilitating the provision of legal advice. (the"Joint Defense Information"). Joint Defense Information may be disclosed verbally or in writing, electronic or otherwise, and may include but not be limited to:witness statements,interview summaries, legal memoranda or analyses, debriefing memoranda, factual summaries, transcript digests, non-discoverable documents or materials, legal strategies, mental impressions, intelligence, confidences and other secrets for the limited and restricted purpose of assisting the Parties' counsel in protecting the rights and interests of their respective clients;and b. Each Party's attorney may mark any materials exchanged pursuant to this Agreement with the legend "CONFIDENTIAL AND PRIVILEGED COMMUNICATION, PRODUCED PURSUANT TO JOINT DEFENSE AND CONFIDENTIALITY AGREE- MENT," or a similar legend clearly denoting that the materials are subject to this Agreement. The Parties agree that all Joint Defense Information shared pursuant to this Agreement shall be used solely in preparing their respective claims, defenses and, if applicable, counterclaims to this Refund Claim. The Parties further intend and agree that no claim of work product, opinion work product, attorney-client privilege or other privilege shall be waived by reason of the joint disclosure of Joint Defense Information to another Party, that Party's counsel, or a Joint Defense Participant. All Joint Defense Information shall be protected from discovery by the work product doctrine, attorney-client privilege, common-interest privilege and the joint defense doctrine to the fullest extent of the law. 7. Non-Disclosure to Third Parties. No Joint Defense Information subject to this Agreement, other than Joint Defense Information based solely upon a Party's (or Party's counsel's or a Party's other Joint Defense Participants') own privileged or protected materials or communications, shall be disclosed to any Third Party without the consent of the Parties to this Agreement except as follows: {ERZ757860.noc;t\00005.080018\} 3 of 13 18