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R-1843 - 12/10/2019 - IGA - Resolutions Supporting DocumentsMayer Brown LLPMAYERBROWN71SouthWackerDrive Chicago,IL 60606 United States of America T:+1312 782 0600 F:+1312 7017711 October 25, 2019 mayerbrown.com Joseph Seliga Partner T:+1312 7018818 F:+1312 706 8339Mr. Riccardo F. Ginex JSeli a@mayerbrown.com Village Manager Village of Oak Brook, Illinois 1200 Oak Brook Road Oak Brook, Illinois 60523-2255 Re: Village of Oak Brook Water System Sale This letter confirms our agreement that Village of Oak Brook, Illinois ( the"Village"or the"Client")has engaged Mayer Brown LLP, a limited liability partnership established in the United States (the"Firm"), to provide legal services. This letter and the International Terms of Business (the "International Terms"), which are enclosed, govern our ongoing relationship in all matters and supersede all existing agreements or understandings to the contrary. Our engagement on your behalf is limited to the sale of the portion of the Village's water system outside of the boundaries of the Village(the"Matter"), and only to those additional specific matters which we from time to time explicitly agree to undertake. We expect that each subsequent undertaking by the Firm will be described in writing. The Firm currently represents Nicor Gas Company adverse to the Village in municipal matters, including related to the Village's municipal utility tax. In addition to the provisions of paragraphs A.9.5 and A.9.6 of the International Terms, the Client confirms that with full knowledge of the foregoing, and having been informed of, had an opportunity to question and consider the risks of permitting the conflicting representation or representations, it, on behalf of itself and its affiliates, consents to the Firm's representation or representations described above and waives any conflict of interest arising therefrom. Please refer to Exhibit A for a description of the fees applicable to this Matter. In the event the Matter fails to close, then our fees will be modified as described in Exhibit A. Any Client who is a governmental entity confirms that the Firm shall represent it alone, and shall not be deemed to represent any other agency, department or other governmental entity that may be related to Client, or of which Client is a part. As set out in paragraph A.9.5 of the International Terms, we may now or in the future without your consent act for adverse parties or our other clients whose interests are or may be opposed to or in conflict with your interests or those of any such related governmental entity in matters not substantially related to particular matters we are handling for you(including in transactions, bankruptcy, insolvency, arbitration,litigation or other forms of dispute resolution). Where we are acting for you on a particular Mayer Brown is a global services provider comprising an association of legal practices that are separate entities including Mayer Brown LLP(Illinois,USA),Mayer Brown International LLP(England),Mayer Brown(a Hong Kong partnership) 735371815.2 and Tauil&Chequer Advogados(a Brazilian partnership). MAYER BROWN LLP Mr. Riccardo F. Ginex October 25, 2019 Page 2 matter, however, we will not act for another client on the same or a substantially related matter without your consent. Each of the undersigned confirms that he or she is authorized to sign this letter on behalf of the applicable party specified below. If you have any questions, please call me. If you want us to proceed on your behalf, please acknowledge your agreement with the terms of our relationship by signing and returning to me the enclosed copy of this letter. In any event, please note that the Client's directing us or continuing to direct us to proceed on its behalf will constitute full acceptance of the terms contained in this letter and in the International Terms. Very truly yours, MAYER BROWN LLP AGREED: Village of Oak Brook, Illinois Name Printed: (So )rd Its: P/"P5 Date: cc: James J. Held 735371815.2 EXHIBIT A Fee Arrangement Our work on the Matter will be divided into two phases, with Phase I encompassing the work prior to and up to the signing of a definitive Asset Purchase Agreement("APA"), and Phase II encompassing the work following the signing of the definitive APA up to and including the closing. The scope of our work in each phase would be as follows: Phase I—Pre-Signing anticipated to be four months after commencement of engagement) a) Review and mark-up first Buyer APA, including discussions with the Village, and addressing structure matters b) Review and mark-up second Buyer APA, including discussions with the Village c)Negotiate and finalize one APA, including turns of draft agreement and discussions with the Village d) Support for Village Board of Trustees approval, including preparation oftransaction-related Board materials and attendance at Board meeting e) Work on municipal law matters in coordination with municipal counsel f) Provide assistance preparing schedules to APA g) Prepare ancillary signing documents Phase II— Interim Period and Closing(anticipated to be nine to twelve months after signing) a) Review of Buyer prepared regulatory filings b) Assist Village with third party consents c) Coordinate with municipal counsel on asset transfer documentation d) Advise on interim period covenants and other interim period and transition matters e) Closing The work above would be managed by the following partners who would be available to the Village during the course of the Matter and would supervise the work of other attorneys on the Matter: Joe Seliga—Relationship Partner with overall responsibility for overseeing the Matter and responsibility for managing(1)Municipal Law aspects in consultation with the Village's municipal counsel and (2) advice to the Village based on the Firm's prior experience advising on similar state and local government infrastructure sale and concession transactions. Fritz Lark—Responsible for managing Asset Purchase Agreement negotiations and providing advice based on prior experience negotiating utility asset purchase and sale transactions. Chris Binnig—Responsible for providing advice related to regulatory aspects of the transaction. 735371815.2 Our fees would be charged using a blended hourly rate for all attorneys working on the matter. Unless and until the transaction closes, we would bill our legal fees at a discounted blended hourly rate of$495, which represents a substantial discount from our standard hourly blended rates based on our estimated budget for the transaction. When the transaction closes, we would apply a standard blended hourly rate of$800 to all of our time on the matter and be paid the difference between the discounted blended hourly rate and the standard blended hourly rate at closing. We estimate that, our total legal fees for the transaction, if it closes, will be approximately$285,000 at the standard blended hourly rate. As part of our proposal, to share risk with the Village, we agree that we will cap our fees payable at the end of Phase I (which may occur upon execution of definitive documentation or abandonment of the transaction) at $80,000 at the discounted blended hourly rate. We would paid for our fees only at the end of Phase I and then at the end of Phase II (which may occur upon closing, termination or abandonment of the transaction) as follows: At the end of Phase I, we would be paid our fees up to the $80,000 cap. At the end of Phase II, if the transaction fails to close, we would be paid our fees at the discounted hourly rate for Phase II, as well as any fees above the $80,000 cap for Phase I at the discounted hourly rate. At the end of Phase Il, if the transaction closes, we would be paid(1) our fees for Phase II at our standard blended hourly rate; (2) our fees for Phase I above the$80,000 cap at our standard hourly blended rate(if any); and (3) the difference between our standard hourly blended rate and our discounted hourly blended rate for our Phase I fees up to the $80,000 cap. The foregoing fee arrangement and budget estimate assumes that we will work in coordination with the Village's municipal counsel with respect to matters of municipal law, and that the Buyer and its advisors will take the lead on regulatory approvals, consents and conveyance/transfer documentation, and any conveyance/transfer documentation will be reviewed in the first instance by the Village's municipal counsel. The Firm will not charge the Village for any out-of-pocket disbursements or other fees or charges, except for third-party expenses for disbursements over$500 that are approved by the Village. The Firm agrees that the Village's obligation to pay the Firm's fees is contingent upon receipt of payment by Buyer and that such payment will be sourced from (1) Buyer's earnest money deposit in relation to Phase I fees; and (2) (a)the proceeds of the transaction or(b) a deposit or letter of credit provided by Buyer, in either case, in relation to Phase II fees. Notwithstanding the foregoing, the Village agrees that(1) it will pay the Firm the full amount of its fees due hereunder from the sources of payment described in the preceding sentence; and(2) in the event the procurement or transaction is terminated in a manner that the Village may not utilize the sources of payment described in the preceding sentence, the Village will pay the Firm the full amount of its fees due hereunder from other sources. 735371815.2 M AY E R BROWN September 2018 International Terms of Business A. General Terms A.1.3 Authority to instruct us and receive advice Introduction Where our client is an entity,we will assume that any of its personnel who gives instructions to us has authority to do so and to receive advice on behalf of the Mayer Brown is a global services provider comprising associated legal practices entity,unless you tell us otherwise in writing. that are separate entities, including Mayer Brown LLP (Illinois, USA), Mayer A 1 4 Joint ventures,partnerships,trade associations,etc. Brown International LLP(England),Mayer Brown(a Hong Kong partnership)and Tauil & Chequer Advogados (a Brazilian law partnership) (collectively the If you are a trade association, partnership,joint venture or similar joint entity Mayer Brown Practices") and non-legal service providers, which provide only that entity will be our client and,unless otherwise agreed in writing,we will consultancy services(the"Mayer Brown Consultancies").The Mayer Brown only represent it and not its individual members,venturers or partners. Practices and Mayer Brown Consultancies are established in various A.1.5 Affiliates jurisdictions and may be a legal person or a partnership. Details of the individual Mayer Brown Practices and Mayer Brown Consultancies can be found We only represent the entity named in the Engagement Letter and not its in the Legal Notices section of ourwebsite. stockholders or other Affiliates(as defined in paragraph A.18(Definitions)and therefore we are able to represent another client with interests adverse to your These international terms(the 'International Terms")are the general terms stockholders or other Affiliates without obtaining consent from you. Even if that govern the relationship between each or any Mayer Brown Practice and you choose to give us confidential information about any Affiliate,this will not you. Additional terms may apply to the services provided by specific Mayer of itself create a lawyer-client relationship between the Affiliate and any Mayer Brown Practices in a Particular Matter(as defined below). In these International Brown Practice. Terms, "we" or "us" means the Mayer Brown Practice providing you with services in any specific matter and"you'means the person or entity to whom A.2 Charges we provide our services. A.2.1 Your agreement to pay When you instruct or engage any Mayer Brown Practice on a new matter You will pay the fees and other charges billed by the Principal Mayer Brown Particular Matter"), we will normally confirm your instructions or Practice and, where appropriate, any other Mayer Brown Practice. Unless engagement in writing (an"Engagement Letter').These International Terms otherwise agreed in writing, you are required to pay such fees and charges and the Engagement Letter(which may include the additional terms relating to whether or not a Particular Matter proceeds to closing or is otherwise a Particular Matter), if any, together form the contract (the "Engagement concluded in the ordinary course. Contract") between you and the Mayer Brown Practice specified in the Engagement Letter (the "Principal Mayer Brown Practice"). The Principal A.2.2 Professional fees Mayer Brown Practice may, as agent on your behalf, engage another Mayer Unless otherwise agreed in writing, our fees will be based principally on the Brown Practice to work alongside it on a Particular Matter,if appropriate. time we spend on your matter.From time to time,we review our hourly rates You are only a client of a Mayer Brown Practice in a Particular Matter if that and we will notify you in writing of any increase in rates that(unless otherwise Mayer Brown Practice is providing services to you in such Particular Matter,and agreed)will be applicable to the Particular Matter.Subject to paragraph B.1.4 no Mayer Brown Practice will have liability in Particular Matters where it is not (Contract lawyers or poraprofessionols)(in the case of the US offices),if contract providing services. lawyers or paraprofessionals are assigned to work on any Particular Matter, whether or not they are employed through an independent agency,the Mayer Each Mayer Brown Practice will apply the applicable local professional conduct Brown Practice will charge you hourly rates based upon its then hourly rates for rules in the Particular Matter for which it is engaged. Mayer Brown lawyers and paraprofessionals with similar experience and A.1 Our services qualifications. A.1.1 Scope of our services After consultation, our fees may additionally take account of other factors including the complexity or urgency of the matter,the specialized knowledge The scope of our services in a Particular Matterwill be limited to those described and skill required and,if appropriate,the value of the property or subject matter in the related Engagement Letter and to any additional tasks in such Particular involved and overall outcome. Matter that we accept in writing. Applicable sales or service taxes will be added to your bill where appropriate. We will not advise on the tax or insurance implications(including coverage)of any Particular Matter or course of action in any Particular Matter or provide Without limiting any other provision in this paragraph A.2.2,you will pay us at notices to insurers or re-insurers unless(and then only to the extent)agreed in our hourly rates(as adjusted from time to time)for activities incidental to our writing. representation of you,whether during or after the termination of the lawyer- client relationship. This includes, but is not limited to, our time spent Our services in a transaction are limited to advising on legal issues arising in the responding to subpoenas,searching for and producing documents,preparing negotiation,documentation and closing of the transaction and do not include for testimony and testifying,and otherwise dealing with your requests or third giving you financial or business advice as to the merits of the transaction. party claims or actions relating to a matter we are handling or have handled for A.1.2 Completion of a Particular Matter you.You will also pay or reimburse us for all reasonable expenses and other Upon completion of our work on a Particular Matter,we will not update you on charges in connection with such incidental activities,including,but not limited legal developments related to such Particular Matter unless we have agreed to to,the fees of outside counsel that we retain. do so in our Engagement Letter. 735371815.2 1 A.2.3 Estimate of fees A.4.2 Costs of retrieval of files and documents from storage An estimate is our indication of our likely charges for a Particular Matter and is If, after a Particular Matter is closed, you ask us to retrieve any material based on the information known at the time the estimate is given.Unless we belonging to you from the file we will do so without passing on the direct cost agree otherwise in writing, any estimate does not amount to a promise or of retrieval. However,we may charge you for time spent in complying with your agreement that we will perform our services within a fixed time or for a fixed or request and answering any inquiries from you. We may also charge for delivery capped fee.An estimate is subject to revision and is not binding onus. to you of any materials. A.2.4 Fixed fees A.4.3 Copyright A fixed fee is an agreement by us in writing to render services in a Particular Unless otherwise agreed in writing,the copyright in the original materials we Matter for a stated fee. Unless otherwise agreed in writing, if we agree to a produce for you belongs to us. The fees you pay for our work,however,permit fixed fee and undertake work outside the agreed scope of the Particular Matter, you to make use of such materials for the purpose for which they arecreated. we will charge for the additional work on the basis referred to in paragraph A.2.2. A.5 Termination A.2.5 Expenses A.5.1 Your right to terminate Unless we agree otherwise,we will instruct third parties that we engage on your You may terminate our acting for you in any Particular Matter at any time by behalf to seek payment from you directly and we will have no liability for giving us notice in writing. amounts owing to the third parry from you. If we incur or pay certain expenses A.5.2 Our right to terminate on your behalf in connection with an Engagement Contract,including but not Subject to any limitations in applicable professional conduct rules, we maylimitedtothirdparryfees,court fees, stamp duty, registration or search fees, terminate acting for you in any Particular Matter at any time by giving youtheywillbepayablebyyouasachargeinadditiontoourfeesandothernon- fee charges in each Particular Matter and,unless we agree otherwise,you will notice in writing. provide us with funds in advance to pay those expenses.Non-fee charges may A.5.3 Payment of fees and expenses on termination include photocopying, telephone charges and other charges notified by the You must pay our outstanding fees and expenses(and those accrued but not Mayer Brown Practice.Additional sales or service taxes may be payable by you yet billed)if you or we terminate our Engagement Contract in connection with on some of these expenses. a Particular Matter. A.3 Billing arrangements and settlement of our A.5.4 Timing of termination of an engagement accounts Unless otherwise agreed in writing,an Engagement Contract in connection with A.3.1 Our bills a Particular Matter will come to an end or be deemed to have come to an end at the completion of our legal work in the Particular Matter or, if earlier, 12 We may send you bills at monthly orother intervals while your Particular Matter months after the relevant Mayer Brown Practice last rendered any billable is in progress and in any event upon completion of the Particular Matter. services to you on the Particular Matter. The lawyer-client relationship between A.3.2 Payment of full amount you and the relevant Mayer Brown Practice will terminate at that point unless Our bills must be paid without any deduction or withholding on account of the relevant Mayer Brown Practice is providing other services under an taxes or charges of any nature. If a deduction or withholding is required by law Engagement Contract in another Particular Matter that has not then terminated you must pay such additional amount as is necessary so that we receive the full or been deemed to have been terminated. Even if we inform you of amount of our bill. We also may issue a bill in which our fees are grossed up to developments in the law by newsletters or similar alerts, or we or persons account for such deduction or withholding. associated with us are named as (or become)a recipient of a notice on your behalf,this will not create or revive any lawyer-client relationship. A.3.3 Interest In some Mayer Brown Practices, we may maintain a system to calendar due Each of our bills must be paid within 30 days after the date the bill is sent.We dates for the payment of maintenance and/or annuity fees relating to,or the may charge interest on any outstanding amount from the due date for payment renewal dates for the preservation of certain legal rights attaching to, until the bill is paid in full at a rate per annum equal to the lesser of(a)four intellectual property.In connection with this system,we may notify the person percent plus the most currently available US Government 10 year yield as or entity listed in our records as the holder of such rights of the necessity of quoted in the Financial Times(such yield to start on the due date for payment paying maintenance and/or annuity fees or obtaining a renewal in order to and adjusted every 30 days thereafter based on the then most current quote of preserve such rights. Neither the maintenance of such system nor any such yield)and(b)if limited by the law of thejurisdiction of the Mayer Brown Practice notification or renewal will constitute the provision of services for the purposes that issued the bill, the highest rate in effect (calculated in the manner of determining whether there is a continuing lawyer-client relationship. prescribed by such law)for late payments in commercial transactions. A.6 Communication A.3.4 Charges of other Mayer Brown Practices The Principal Mayer Brown Practice may engage another Mayer Brown Practice A.6.1 Use of email on your behalf. If so,each Mayer Brown Practice may issue separate bills or the We may communicate with you by email unless you ask us not to. fees and expenses of other Mayer Brown Practices may be included in a bill We prefer to encrypt email that we send to you(whether it contains confidential issued by the Principal Mayer Brown Practice.Such fees and expenses may be information or not), provided we are able to implement mutually acceptable expressed as a separate disbursement to meet local requirements. encryption standards and protocols. A.3.5 Liability for our fees You are responsible for protecting your system from viruses and any other If we agree to accept payment of our fees and expenses from a third parry you harmful codes or devices.We try to eliminate them from email and attachments will remain liable to us for them in the event of non-payment. but we do not accept liability for any that remain. A.4 File and information management We may monitor or access any or all email sent to us. In addition, we scan incoming email for spam,viruses and other undesirable material,which may A.4.1 Format and retention of files mean that email communications do not reach the intended recipient. We keep our files partly in paper form and partly in electronic form.Therefore,you should always follow up each important email by contacting the Unless otherwise agreed in writing,once the Particular Matter is closed we will person to whom it has been sent. retain the related files in accordance with applicable professional conduct rules A.6.2 Marketing materials and our then effective records retention polity. At the end of the retention We may from time to time provide you with details relating to the Mayer Brown period we may dispose of the files without notice to you.We will not destroy Practices and the services we provide, including updates on legal original signed documents we have agreed in writing to deposit in safe custody developments. If at anytime you do not wish to receive that information,please or documents we are required to retain as a matter of law or by our regulators. 735371815.2 2 notify us in writing.Our provision of such materials does not in itself create a A,9 Confidentiality,disclosure and conflictsclientrelationshipbetweenyouandus. A.9.1 Confidentiality and disclosure A.7 Money laundering and other notifications to We owe you a duty of confidentiality in respect of information relating to youauthorities that we obtain while dealing with your matters. We will not disclose such A.7.1 Notifications to regulators and consent information except in the circumstances set out in this paragraph A.9 or otherwise as required or permitted by the applicable professional conduct rules.In many jurisdictions in which we operate,we are required by law or regulators We owe the same duty of confidentiality to all our clients. Accordingly,if at anytoputinplaceprocedurestopreventmoneylaundering. If we know or suspect time we possess information in respect of which we owe a duty oforhavereasonablegroundsforsuspecting) that a matter or transaction confidentiality to a former or another current client,we will not be required toinvolvesmoneylaunderingwemay, in accordance with our statutory disclose such information to you nor use it on your behalf even though theobligationsandthoseprocedures, be required to make a notification of our information may be material to your Particular Matter.knowledge or suspicion to the relevant regulatory authorities. In certain jurisdictions,rules or regulations require taxpayers engaging in certain A.9.2 Disclosure to certain third parties types of transactions to disclose their participation in such transactions to the tax Our duty to keep confidential information relating to you or your Particular authorities,and in some cases where we are acting as your tax adviser we are also Matter on which we are acting, or have acted, for you is subject to any required to report transactions to the tax authorities. In some circumstances,we disclosures we consider in good faith we are required to make to any police, may be obliged to maintain a list of and notify the tax authorities(notwithstanding governmental, regulatory or supervisory authority under any statutory or any otherwise applicable duty of confidentiality)of the names of investors and regulatory obligations (including those described in paragraph A.7 (Money other details. Depending on the circumstances,we may be unable to seek your laundering and other notification to authorities)) or in accordance with any consent or inform you that we have made such a notification.internal procedures that we have put in place to meet those obligations. In addition, in certain jurisdictions,rules, regulations or best practices require We may,when required by our insurers,auditors or other professional advisers lawyers to disclose certain types of activities undertaken for clients (such as (including independent counsel or debt collection agencies) provide to them lobbying activities disclosed in the European Union Transparency Registers). information relating to you or details of a Particular Matter or Matters on which Unless otherwise agreed in writing,we may make such disclosures. we are acting or have acted for you. A.7.2 liability From time to time,we may use third parties to provide typing,photocopying, printing, data handling and other business support services, subject toWedonotacceptanyliabilityforanylossordamageyouoranyoneelsesuffers contractual duties of confidentiality.by any actions we take,or any delay or failure or refusal to act,if done or made in good faith to comply with any anti-money laundering or sanctions law or A•9.3 Disclosure to other Mayer Brown Practices regulation of any jurisdiction.We may delay or refuse to make any payment or We may disclose confidential information relating to you,or Particular Matters,transfer of monies or refuse instructions relating to the same,or to your matter, to other Mayer Brown Practices, all of which are bound by the same duty ofifwedetermineappropriatesoastocomplywithanyanti-money laundering confidentiality that we have to you regarding to any such information. or sanctions law or regulation or related investigation.We do not accept any A.9.4 Publicityliabilityforanylossordamageyouoranyoneelsesuffersbyactionstakenby any financial institution with which we deal. We may disclose that you are a client and describe in general terms the work A.7.3 Client due diligence requirements we do for you unless you ask us not to do so in writing.However,we will not, without your consent,disclose that we are acting,or have acted,for you on aApplicableanti-money laundering and other similar legislation and Particular Matter if the matter remains otherwise confidential. requirements and our internal procedures may require us to identify and verify the identity of our clients and in some cases also their beneficial owners,and to A.9.5 Conflicts of interest-advance waiver conduct other background checks.We may be required to retain and update We may now or in the future without your consent act for your competitors, our records of the information obtained. We may also be required to make adverse parties or our other clients whose interests are or may be opposed to detailed inquiries as to a number of matters,including as to the source of funds or in conflict with yours or your Affiliates in matters not substantially related to being used in Particular Matters on which we advise and the beneficial owner(s) Particular Matters we are handling for you (including in transactions, of them.We refer to these requirements as the"CDD Requirements". bankruptcy, insolvenc)4 arbitration, litigation or other forms of dispute Where possible,we try to meet the CDD Requirements using information from resolution).Where we are acting for you on a Particular Matter, however,we public sources and/or by electronic verification.However,we may need to ask will not act for another client on the same matter unless and to the extent that you for(and retain)documents and other information for this purpose. We may we are permitted to do so by the applicable professional conduct rules. provide copies of this information to any other adviser engaged on your behalf A.9.6 Conflicts of interest and confidentiality for their use in meeting similar requirements imposed on them,or to our bank Subject to applicable professional conduct rules,where we have information ininconnectionwithitsCDDrequirementsfortheoperationofourclienttrust respect of which we owe you a duty of confidentiality and which is or may beaccounts. material to a matter on which we are acting for another client,we may act for We may delay commencing work,decline to act or(if appropriate)cease to act that other client, provided we put in place arrangements,such as"ethical"or if the CDD Requirements are not met to our satisfaction and within a reasonable "information"screens,which are reasonably appropriate in the circumstances period of time. to ensure that the confidentiality of your information is maintained. We may charge you in the normal way for work that we have to do and for A.10 Joint representations expenses incurred for the purpose of meeting the CDD Requirements. Where we act for you jointly with others in a Particular Matter,we may discloseA.7.4 Cash to all the parties we represent any confidential information we obtain from you We do not accept cash without prior agreement. If cash is deposited directly and the content of our communications with you. To that extent,the advice we with our bank we may charge for any additional checks we deem necessary give will cease to be privileged as between you and the other clients. Unless regarding the source of funds and the beneficial owner(s)of them to meet the otherwise agreed in writing,you will remain jointly and severally liable for our CDD Requirements. fees even if you have made different arrangements with the other parties.If a conflict arises during the course of a Particular Matter,we may need to ceaseA.8 No third party reliance to act for you unless the conflict can be otherwise resolved. In those Our services are provided for your benefit alone and solely for the purposes of circumstances, we may continue to act for some or all of the other clients. the Particular Matter to which they relate.Unless otherwise agreed in writing, Representation of an association, partnership, joint venture or similar joint our work may not be used or relied on by any third party, even if such third entity is not a joint representation. Where you and another client or clients party may have agreed to pay our bill. jointly instruct us, we will assume that any of you has authority to give instructions on behalf of you unless any of you tell us otherwise in writing. 735371815.2 3 A.11 Data A.15 Associated Persons A.11.1 Use of data Unless the Engagement Letter expressly states otherwise, you accept the We process data, including personal data, in accordance with our legitimate provisions of the Engagement Contract on your own behalf and as agent for business interests in the provision of legal and professional services,compliance each Associated Person.You confirm that you have,or will have,the authority with legal and regulatory requirements imposed upon us and in the to retain us on behalf of each Associated Person.You will procure that each management of our business. Data may be shared with other Mayer Brown Associated Person will act on the basis that they are a party to and are bound Practices and the Mayer Brown Consultancies pursuant to arrangements by the relevant Engagement Contract. All references in these International incorporating the EU Model Clauses. Terms (other than in this paragraph A.15) and in the Engagement Letter to A.11.2 Provision and use of personal data you"(and derivatives of it)mean you and each Associated Person. Weare subject to various data protection and data privacy laws in the jurisdictions A.16 Financial transactions in which we operate.Individuals in the European Union,or individuals whose data A.16.1 Representing financial institutions we process in Hong Kong or Japan,have certain rights under applicable laws to Unless otherwise agreed in writing,when we represent a financial institution inrequestaccesstothepersonaldataweholdaboutthemandtorectifyor(if an a Particular Matter, we will not be responsible for advising the financialindividualintheEuropeanUnion)erase that personal data. Further information, institution on compliance with applicable laws and regulations arising out of itsincludingourdataprivacyenquiriespolicy,may be found in the Privacy Notice on legal or regulatory status or the general nature of its business or on its internal our website. You must make sure that personal data you provide and your governance issues. instructions to us as regards its use do not breach your obligations under applicable data privacy laws and regulations. If you are providing personal data A.16.2 Refiling;re-recording about individuals, you are responsible for providing any relevant data privacy Whether or not you are a financial institution,unless we otherwise agree in writing information to the individuals to whom the data relates. in the Engagement Contract,we do not undertake responsibility for advising you A.11.3 Questions about our use of personal data upon or ensuring compliance with periodic refiling or re-recording requirements. You may contact the Mayer Brown privacy team with any enquiries by emailing A.17 Use of client accounts privacy@maverbrown.com. Individuals in the European Union, or individuals In certain jurisdictions outside the United States a Mayer Brown Practice iswhosedataweprocessinHongKongorJapanmay,if they are dissatisfied with permitted at its discretion to provide client account facilities to receive, holdthewayinwhichwearehandlingtheirpersonaldata,contact the relevant data and transfer funds in connection with a matter on which it is acting.If we haveprivacyregulatororofficer,as set out in the Legal Notices section of our website. agreed to the use of our client account such use is at your own risk.You must A.12 No waiver of our privilege tell us in advance when you are transferring funds to us as unexpected or unidentified receipts may either be retained pending further investigation orWerepresentmanyclientsandhandleagreatnumberofcomplexmatters.As returned to the sender. We may charge for any checks we deem necessaryaresult, from time to time, issues may arise that raise questions under our regarding the source of funds and the beneficial owner(s) to meet the CDD applicable professional conduct rules,including possible disputes with a client Requirements. and conflicts of interest issues.When such issues arise,we generally seek the advice of our internal counsel (or, if we choose, outside counsel).You agree A.18 Definitions that we,in our own discretion, may do so.We consider such consultations to In these International Terms and (where applicable) in an Engagement Letterbeprotectedfromdisclosureunderthelawyer-client privilege. While some an reference to a statute or a statutoryry provision includes any consolidation,courts have limited this privilege under certain circumstances,we believe that re-enactment,modification or replacement of the same from time to time and:it is in both your and our interest that we receive expert analysis of our obligations. Our ongoing representation of you will not result in a waiver of "Affiliate"means in relation to an entity any person who or entity that controls any lawyer-client privilege that we may have to protect the confidentiality of or is under common control with or is controlled by that entity. our communications with such counsel. Associated Person" in a Particular Matter, means(subject to paragraph A.8 A.13 Force majeure No third party reliance))any Affiliate that is with our agreement in writing a We will not be liable to you if we are unable to perform our services in a recipient of and entitled to rely on our services in relation to that matter. Particular Matter as a result of any cause beyond our reasonable control. If this A•19 Inconsistencies happens,we will tell you as soon as reasonably practicable. In the event of any inconsistency between an Engagement Letter and these A.14 Assignment International Terms,the Engagement Letter will prevail. A.14.1 Permitted assignment A.2O Governing law We may assign,or may assign the benefit of,any Engagement Contract to any Each Engagement Contract will,unless otherwise provided in the Engagement successor partnership or corporate entity that carries on the business or any Letter or these International Terms,be subject to and governed by the laws of part of the business of the relevant Principal Mayer Brown Practice. You will the jurisdiction in which the Principal Mayer Brown Practice for that accept the performance by such assignee of the Engagement Contract in Engagement Contract has its principal place of business. substitution for the Principal Mayer Brown Practice. References in these A.21 Application of these International Terms andInternationalTermsandinanyrelevantEngagementLettertotheMayerBrown Practice include any such assignee. amendments A.14.2 Other assignment These International Terms supersede any earlier terms of business to which we may have agreed and,unless otherwise agreed in writing,apply to the servicesSubjecttoparagraphA.14.1, neither you nor we have the right to assign or referred to in any Engagement Letter accompanying these terms and alltransferthebenefitorburdenofanEngagementContractwithoutthewritten subsequent services we provide to you. agreement of the other. A.14.3 Assignment by other Mayer Brown Practices B. Additional Terms References in these International Terms or in any Engagement Letter to another 6.1 Additional terms applicable to the US offices of Mayer Brown Practice includes any limited liability partnership or other Mayer Brown LLP (the "US LLP")only partnership or corporate entity to or by which all or part of the business of the B 1 1 provision for work performed by lawyers resident in our NewotherMayerBrownPracticeisfromtimetotimetransferredorcarriedon. York office In the event you have a fee dispute with us in an amount that is between US$1,000 and US$50,000,you may have the right to seek resolution of that 735371815.2 4 dispute in an arbitration under Part 137 of the Rules of the Chief Administrator, The Liability Cap(if any)will apply on an aggregate basis to all liabilities that we New York State Office of Court Administration.For further information about may have to you and any Associated Person (including third parties when a the fee dispute arbitration procedures, please refer to the text of Part 137, consent to such third parties is given under paragraph A.8 (No third party available at http://www.nycourts.gov/rules/`chiefadmin/137.shtml. reliance))in the relevant Particular Matter or Matters. B.1.2 Provision for work performed by lawyers resident in our 8.2.1.4 No claim against individual employees/partners Houston office No individual employee,consultant or partner has a contract with you or owes NOTICE TO CLIENTS:The State Bar of Texas requires us to inform you that it you a duty of care. Any services performed by an employee, consultant or prosecutes professional misconduct committed by Texas attorneys.Although partner are performed on behalf of the relevant Mayer Brown Practice and that not every complaint against or dispute with a lawyer involves professional person does not assume any personal responsibility to you or any other party misconduct,the State Bar's Office of Chief Disciplinary Counsel will provide you for those services. Accordingly, it is a fundamental provision of these with information about how to file a complaint. Please call 1 800 932 1900 toll- International Terms that you will not bring any claim against any individual free for more information. employee,consultant or partner,directly or indirectly, in connection with our B.1.3 Securities and Exchange Commission—Standards of services. Professional Conduct None of the provisions of this paragraph B.2.1.4 limit or exclude the liability of Pursuant to Part 205 in Title 17 of the Code of Federal Regulations("Standards the relevant Mayer Brown Practice for the acts or omissions of any employee, of Professional Conduct"), if any lawyer of the US LLP represents you in consultant or partner. appearing and practicing before the Securities and Exchange Commission(the 6.2.1.5 Inside information SEC"), we may have obligations imposed on us, as further described in the If you are a company you will tell us if a matter on which we are advising you is Standards of Professional Conduct.These obligations currently are limited to or becomes "inside information" in relation to you or a subsidiary or parent up-the-ladder reporting within your organization, although some form of company. After such notification we will implement our internal procedures reporting to the SEC may be adopted. If any of our lawyers currently represents, relating to the handling of such information.or in the future represents,you in appearing and practicing before the SEC,you acknowledge that we are(or will become)subject to the obligations imposed 11.2.1.6 No liability for banking failure or our compliance with on us by the Standards of Professional Conduct. legislation 6.1.4 Contract lawyers or paraprofessionals We do not accept liability for any loss or damage you suffer if any bank that we If contract lawyers or paraprofessionals that are engaged in a US office by the US use collapses or for reasons outside of our control is otherwise unable to transact business or transfer funds in a timely manner or at all,or any loss orLLPthroughanindependentagencyareassignedtoworkonanyParticular damage which arises from any compliance with law or regulation. Matter, the US LLP will charge you hourly rates based upon the independent agency cost charged to the US LLP plus indirect costs,including those attributable 11.2.2 Additional terms applicable to the London office only to professional liability insurance, information technology infrastructure and 8,2,2,1 Regulatory information facilities.Indirect costs will vary depending upon whether the contractor is based in an office of the US LLP or at a client or third party site,and will not be expected Mayer Brown International LLP(the"UK LLP")is a limited liability partnership to exceed US$35 per hour unless you are notified otherwise. incorporated in England and Wales under no.OC303359. It is authorized and regulated by the Solicitors Regulation Authority. Its registered office is 201 11.1.5 Jurisdiction Bishopsgate,London EC2M 3AF. Any dispute in the United States arising from or under an Engagement Contract 11,2,2,2 Members and partners where the US LLP is the Principal Mayer Brown Practice will be submitted to the exclusive jurisdiction of, and will be exclusively decided by, the competent An English limited liability partnership is a body corporate which has members courts located in Chicago,Illinois.and not partners.In these terms references to a"partner"in relation to the UK LLP means a member of Mayer Brown International LLP.However,in our dealings B.2 Additional terms applicable to the European with you,the UK LLP may also use the term partner to refer to an employee or offices only consultant of the UK LLP who is a lawyer with equivalent standing or qualification, 8.2.1 Exclusions and limitations on our liability or to a lawyer with equivalent standing in another Mayer Brown Practice. 8.2.2.3 Interest on client account 8.2.1.1 Proportional liability Unless we agree otherwise in writing we deposit client money in an instant If you suffer loss or damage because of our breach of contract or of our access deposit account and will pay the interest earned in such account to the negligence,our liability will be limited to a just and equitable proportion of the client for the period during which the money is held,unless such interest is de total loss or damage you suffer having regard to the extent of the responsibility minimis. The identity of our bank and our policy for the handling of client funds of any other party who may also be liable to you in respect of such loss and can be found in the Legal Notices section of our website. damage.Our liability in these circumstances will not be increased because of any actual or potential shortfall in recovery from another party whether due to 13.2.2.4 Complaints any exclusion or limitation of liability that you have agreed to with another We will do what we reasonably can to resolve any complaint about our services party,difficulty in enforcement,settlement of claims or any other reason. or bills in accordance with the UK LLP's complaints handling policy,a copy of B.2.1.2 Liability in respect of other parties which is available in the Legal Notices section of our website and which will be provided on request. If you are not satisfied with our handling of your Where we instruct another party on your behalf(for example,a barrister,local complaint you may be eligible to complain to the Legal Ombudsman("LeO") counsel,expert or co-counsel)we will not be liable for the services provided by at PO Box 6806 Wolverhampton WV1 9W1.You must contact Leo within six that other party. months of our final response;otherwise Leo may decide not to investigate your 8.2.1.3 Liability cap complaint.More information is available at www.legalombudsman.org.uk.You We may, from time to time, if permitted by local laws and applicable may have a right to object to a bill from the UK LLP by making a complaint as professional conduct rules,agree with you that our aggregate liability to you above and/or by applying to the Court for an assessment of the bill under Part for a Particular Matter or Matters is limited to an amount specified in the III Solicitors Act 1974. relevant Engagement Letter(a"Liability Cap"). 8.2.2.5 The Financial Services and Markets Act 2000("FSMA") A Liability Cap will apply to all liability that we may have to you in respect of the 6.2.2.5.1 Insurance contracts relevant Particular Matter or Matters,including for breach of contract and for If and to the extent that our legal services involve insurance distribution activity negligence(but not for banking failure or compliance with legislation in respect (which is, broadly, the advising on, selling and administration of insurance of which a separate limit of liability applies as set out in paragraph B.2.1.6). contracts)from the UK,you should note that we are not"authorised" by the Financial Conduct Authority under FSMA. However,we are included on the 735371815.2 5 register maintained by it so that we can carry on insurance distribution activity. and construed in accordance with,the laws of France and,more particularly,the The register can be accessed via the Financial Conduct Authority website at Internal Regulations of the Paris Bar(Reglement Interieur du Barreou de Paris). www.fca.org.uk/register.This part of our business is regulated by the Solicitors Any dispute arising from or under such Engagement Contract must be first Regulation Authority,the independent regulatory body of the Law Society of submitted to the exclusive jurisdiction of the Batonnier of the Bar of the Paris England&Wales(a designated professional body for the purposes of FSMA)of Court of Appeals. which we are members. We will not provide insurance mediation services B,2 5 Additional terns applicable to the German branch of the US unless you expressly ask us to do so. LLP only 8.2.2.5.2 Investments 8.2.5.1 Mandatory German legislation on the calculation of lawyers' Depending on the nature of the services we provide to you,it is possible that fees in German court proceedings we may,on occasions when you instruct us to do so, provide you with legal If the Particular Matter relates to our representation of you in German courtserviceswhichrelatetoinvestments.We are not"authorised"by the Financial proceedings,we are legally required to charge fees and disbursements whichConductAuthorityunderFSMA.Where our services are provided from the UK, are not lower than those provided for in the German Federal Lawyers Act we are permitted to undertake certain activities in relation to investments that ( BRAO)pertaining to the Remuneration of Lawyers(RVG).Please note that thearelimitedinscopeandincidentaltoourlegalservicesorwhichmaybe mandatory fees in such cases are calculated by reference to the value of theregardedasanecessarypartofourlegalservicesbecauseweareregulatedbyParticularMatterasassessedbytheGermancourt.the Solicitors Regulation Authority (which together with Leo also provides complaints and redress mechanisms).No communication either to you,or on 8.2.5.2 Governing law and jurisdiction your behalf to any other person, during the course of our engagement is an Notwithstanding paragraph A.20(Governing law), each Engagement Contract invitation or inducement to engage in investment activity and nothing we say with an office in Germany will be governed by German law, and any dispute or write should be construed as such. arising from or under such Engagement Contract will be subject to the exclusive 8.2.2.6 Third party rights jurisdiction of the Courts of Frankfurt am Main. Other than paragraphs B.2.1.1 through 8.2.1.4,no provision of an Engagement B.3 Additional terms applicable to the Asia offices Contract is intended to be enforceable pursuant to the Contracts (Rights of other than Japan) (the"HK Partnership")onlyThirdParties)Act 1999.Accordingly,other than our employees,consultants or partners wishing to rely on those paragraphs,no third party will have any right 8.3.1 Third party rights to enforce,or rely on,any provision of an Engagement Contract. Other than paragraphs B.3.2 and B.3.3,no provision of an Engagement Contract 8.2.2.7 Professional indemnity insurance is intended to be enforceable pursuant to the Contracts(Rights of Third Parties) The UK LLP is required to hold a minimum level of insurance cover under the Ordinance(Cap 623). Solicitors'Indemnity Insurance Rules.The territorial coverage is worldwide for 8.3.2 Exclusions and limitations on our liability the UK LLP and details of our insurers can be found in the Legal Notices section B.3.2.1 Proportional liability of our website. If you suffer loss or damage because of our breach of contract or of our 8.2.2.8 Our rights over your property(our lien) negligence,our liability will be limited to ajust and equitable proportion of the If any,or any part of any,bill is not paid within 30 days after the bill is sent,we total loss or damage you suffer having regard to the extent of the responsibility will,to the extent we are permitted to do so as a matter of law and applicable of any other party who may also be liable to you in respect of such loss and professional conduct rules,retain money,papers and other property belonging damage.Our liability in these circumstances will not be increased because of to you even if these have been provided to us in relation to a different matter any actual or potential shortfall in recovery from another party whether due to until such time as all amounts due to us are paid in full.Subject to applicable any exclusion or limitation of liability that you have agreed to with another professional conduct rules, we may seek a charging order over property that party,difficulty in enforcement,settlement of claims or any other reason. we recover or preserve for you in litigation.We do not waive these rights if we 8.3.2.2 Liability in respect of other parties accept any alternative security for ourcosts,for example a payment on account. Where we instruct another party on your behalf(for example,a barrister,local B.2.2.9 Jurisdiction counsel,expert or co-counsel)we will not be liable for the services provided by Any dispute arising from or in connection with an Engagement Contract where that other party. the UK LLP is the Principal Mayer Brown Practice will be subject to the exclusive 8.3.2.3 Liability cap jurisdiction of the English courts. We may, from time to time, if permitted by local laws and applicable B.2.3 Additional terms applicable to the Brussels office only professional conduct rules,agree with you that our aggregate liability to you B.2.3.1 Interest on client account for a Particular Matter or Matters is limited to an amount specified in the Unless we agree otherwise in writing, we deposit client money in an instant relevant Engagement Letter(a"Liability Cap"). access deposit account and will pay the interest earned in such account to the A Liability Cap will apply to all liability that we may have to you in respect of the party required by bar rules for the period during which the money is held,unless relevant Particular Matter or Matters,including for breach of contract and for such interest is de minimis. The identity of our bank and our policy for handling negligence(but not for banking failure or compliance with legislation in respect of client funds can be found in the Legal Notices section of ourwebsite. of which a separate limit of liability applies as set out in paragraph B.3.4). 8.2.3.2 Jurisdiction The Liability Cap(if any)will apply on an aggregate basis to all liabilities that we may have to you and any Associated Person (including third parties when aAnydisputearisingfromorunderanEngagementContractwheretheBrussels consent to such third parties is given under paragraph A.8 (No third partyofficeisthePrincipalMayerBrownPracticewillbesubmittedtotheexclusive reliance))in the relevant Particular Matter or Matters. jurisdiction of, and will be exclusively decided by, the competent courts in Brussels, without prejudice to the competence of the professional bodies B.3.3 No claim against individual employees/partners having authority over the Brussels office. No individual employee, consultant or partner of the HK Partnership has a B.2.4 Additional terms applicable to the Paris office(the"French contract with you or owes you a duty of care.Any services performed by an SELAS")only employee,consultant or partner are performed on behalf of the HK Partnership and that person does not assume any personal responsibility to you or anyB.2.4.1 Governing law and jurisdiction other party for those services. Accordingly, it is a fundamental provision of The lawyers of the French SELAS providing legal services pursuant to an these International Terms that you will not bring any claim against any Engagement Contract where the French SELAS is the Principal Mayer Brown individual employee,consultant or partner,directly or indirectly,in connection Practice are Avocats admitted to practice at the Bar of the Paris Court of with our services. Appeals.In this respect,each such Engagement Contract will be governed by, 735371815.2 None of the provisions of this paragraph B.3.3 limit or exclude the liability of the individual employee,consultant or partner,directly or indirectly,in connectionHKPartnershipfortheactsoromissionsofanyemployee,consultant or partner. with our services. B.3.4 No liability for banking failure or our compliance with None of the provisions of this paragraph B.4.2 limit or exclude the liability of MayerlegislationBrownGJBJfortheactsoromissionsofanyemployee,consultant orpartner. We do not accept liability for any loss or damage you suffer if any bank that we B.4.3 No liability for banking failure or our compliance with use collapses or for reasons outside of our control is otherwise unable to legislation transact business or transfer funds in a timely manner or at all or any loss or We do not accept liability for any loss or damage you suffer if any bank that wedamagewhicharisesfromourcompliancewithlaworregulation. use collapses or for reasons outside of our control is otherwise unable to B.3.5 Our rights over your property(our lien) transact business or transfer funds in a timely manner or at all,or any loss or If any,or any part of any,bill is not paid within 30 days after the bill is sent,we damage which arises from our compliance with law or regulation. will,to the extent we are permitted to do so as a matter of law and applicable B.4.4 Our rights over your property(our lien) professional conduct rules,retain money,papers and other property belonging If any,or any part of any,bill is not paid within 30 days after the bill is sent,wetoyouevenifthesehavebeenprovidedtousinrelationtoadifferentmatter will,to the extent we are permitted to do so as a matter of law and applicableuntilsuchtimeasallamountsduetousarepaidinfull.Subject to applicable professional conduct rules,retain money,papers and other property belongingprofessionalconductrules,we may seek a charging order over property that to you even if these have been provided to us in relation to a different matterwerecoverorpreserveforyouinlitigation.We do not waive these rights if we until such time as all amounts due to us are paid in full.Subject to applicableacceptanyalternativesecurityforourcosts,for example a payment on account. professional conduct rules,we may seek a charging order over property thatB.3.6 Governing law and jurisdiction we recover or preserve for you in litigation.We do not waive these rights if we Notwithstanding paragraph A.20(Governing law), each Engagement Contract accept any alternative security for our costs,for example a payment on account. where the HK Partnership(including any of its associated legal practices in Asia) B.4.5 Governing law and jurisdiction is the Principal Mayer Brown Practice will be governed by Hong Kong law,and Notwithstanding paragraph A.20(Governing law),and unless otherwise agreedanydisputearisingfromorundersuchEngagementContractwillbesubjectto in writing,each Engagement Contract with Mayer Brown GJBJ will be governedtheexclusivejurisdictionofthecompetentcourtslocatedinHongKong. by the laws of England and Wales.Any dispute arising from or in connection BA Additional terms applicable to Mayer Brown with an Engagement Contract where Mayer Brown GJBJ is the Principal Mayer Gaikokuho Jimu Bengoshi Jimusho("Mayer Brown Brown Practice will be subject to the exclusive jurisdiction of the English courts. GJBJ")only B.S Additional terms applicable to Tauil&Chequer 6.4.1 Exclusions and limitations on our liability Only B.4.1.1 Proportional liability 6.5.1 Governing law and jurisdiction If you suffer loss or damage because of our breach of contract or of our The lawyers of Tauil & Chequer providing legal services pursuant to an negligence,our liability will be limited to ajust and equitable proportion of the Engagement Contract where Tauil & Chequer is the Principal Mayer Brown total loss or damage you suffer having regard to the extent of the responsibility Practice are lawyers admitted to practice at one or more Brazilian Bar of any other parry who may also be liable to you in respect of such loss and Associations("OAB").In this respect each such Engagement Contract will be damage.Our liability in these circumstances will not be increased because of governed by,and construed in accordance with,the laws of Brazil and, more any actual or potential shortfall in recovery from another parry whether due to particularly, Law 8.906/04 and any regulations provided by OAB.Any dispute any exclusion or limitation of liability that you have agreed to with another arising from or under such Engagement Contract must be submitted to the party,difficulty in enforcement,settlement of claims or any other reason. exclusive jurisdiction of a Brazilian State Court in a State where Tauil&Chequer B.4.1.2 Liability in respect of other parties has an office. Where we instruct another party on your behalf(for example,a barrister,local B.6 Additional terms applicable tO the Dubai branch counsel,expert or co-counsel)we will not be liable for the services provided by Of the US LLP Only that other party. B.6.1 Exclusions and limitations on our liability 8.4.1.3 Liability cap B.6.1.1 Proportional liability We may, from time to time, if permitted by local laws and applicable If you suffer loss or damage because of our breach of contract or of ourprofessionalconductrules,agree with you that our aggregate liability to you negligence,our liability will be limited to ajust and equitable proportion of theforaParticularMatterorMattersislimitedtoanamountspecifiedinthe total loss or damage you suffer having regard to the extent of the responsibilityrelevantEngagementLetter(a"Liability Cap'). of any other party who may also be liable to you in respect of such loss and A Liability Cap will apply to all liability that we may have to you in respect of the damage.Our liability in these circumstances will not be increased because of relevant Particular Matter or Matters, including for breach of contract and for any actual or potential shortfall in recovery from another party whether due to negligence(but not for banking failure or compliance with legislation in respect any exclusion or limitation of liability that you have agreed to with another of which a separate limit of liability applies as set out in paragraph B.4.3). party,difficulty in enforcement settlement of claims or any other reason. The Liability Cap(if any)will apply on an aggregate basis to all liabilities that we 8.6.1.2 Liability in respect of other parties may have to you and any Associated Person (including third parties when a Where we instruct another party on your behalf (for example, local EmiraticonsenttosuchthirdpartiesisgivenunderparagraphA.8 (No third party litigators before any UAE court or public relations officer)we will not be liablereliance))in the relevant Particular Matter or Matters. for the services provided by that other party. B.4.2 No claim against individual employees B.6.2 Governing law and jurisdiction No individual employee, consultant or partner of Mayer Brown GJBJ has a Notwithstanding paragraph A.20(Governing law),and unless otherwise agreedcontractwithyouorowesyouadutyofcare.Any services performed by an in writing,each Engagement Contract with the Dubai branch will be governed employee,consultant or partner are performed on behalf of Mayer Brown GJBJ by the laws of the Dubai International Financial Centre,and any dispute arisingandthatpersondoesnotassumeanypersonalresponsibilitytoyouoranyfromorundersuchEngagementContractwillbesubjecttotheexclusive other parry for those services. Accordingly, it is a fundamental provision of jurisdiction of the DIFC Courts. these International Terms that you will not bring any claim against any 735371815.2 7