2010/03/03 Council Agenda Packet

6 communication. However, except as otherwise provided herein, this Agreement and the joint defense, common interest, attorney-client and work product privileges do protect against disclosure of(1) the fact that particular joint defense communications have been made among any Parties or Joint Defense Participants, (2)the substance of any such communications, and (3)any part of any memoranda or other materials or work product that contains or refers to such joint defense communications. 10. Confidentiality of Joint Defense Information. Each Party and Joint Defense Participant shall also take appropriate measures to maintain the confidentiality of all Joint Defense Information. To the extent applicable, this Section 10 does not prohibit a Party from sharing or discussing Joint Defense Information with employees, attorneys and/or directors of a Party, provided that the individual receiving the Joint Defense Information, as part of his or her responsibilities, is participating in the defense of the sharing Party. The confidentiality obligations under this Agreement shall survive the termination of the Agreement for any reason. 11. Not an Agreement to Violate any Law. This Agreement is in no way intended to encourage or commit any violation of law, including but not limited to the PRA, or any unlawful interference with any official proceeding. Each Party expressly acknowledges and understands this. 12. Modification of Agreement—Addition of New Parties. This Agreement may be modified only by all Parties signing a new writing. If new parties wish to join, notice of such request shall be sent to all Parties. The new party shall be allowed to join only upon receipt of a counterpart signature to this Agreement and the receipt of a conflict of interest waiver, attached as Exhibit B from all the Parties. Such signatures may be accomplished through counterparts, the originals of which shall be collected and retained by OMW. 13. Right to Terminate Participation; Termination Is Prospective Only. Each Party may terminate its participation in the joint defense effort and this Agreement at any time. Termination shall be effective five (5) business days after the terminating Party provides written notice of termination to OMW,in which case this Agreement shall • no longer be operative as to the terminating Party. Upon notification of termination under this Section 13, a terminating Party shall continue to protect all Joint Defense Information disclosed to the terminating Party before the terminating Party's notification of intent to terminate. Termination of a Party's participation under this Agreement shall not authorize the former Party to thereafter disclose or use protected information or materials in any manner that is inconsistent with this Agreement, nor shall it operate as a waiver of this Agreement's protections. A former Party and its Joint Defense Participants remain bound to maintain the confidentiality of all information and materials they received under this Agreement,consistent with the terms of this Agreement. {ERZ757860.DOC;1W0005.080018\} 5 of 13 20