Appendice 5. Sample Retention/Confidentiality Agreement For An Economic Consultant

• Pages: 1-2

APPENDIX 5 5-1

Sample Retention/Confidentiality

Agreement For An Economic Consultant

This letter confirms that [Law Firm A] and [Law Firm B] agree to

retain [Economic Consulting Firm] in order to assist us with our

representation of [Client A] and [Client B], respectively, in connection

with the possible filing of the Hart-Scott-Rodino premerger notification

report and European Commission review of the transaction under

consideration by our clients.

As you know, [Law Firm A] and [Law Firm B] have entered into a

joint defense agreement, and all work [Economic Consulting Firm)

performs pursuant to this retention letter and our prior oral agreement to

retain [ECONOMIC CONSULTING FIRM] will be subject to that joint

defense agreement. As we have discussed, for us to represent our clients

effectively and to facilitate the rendering of legal advice, we anticipate

that is may be necessary for [ECONOMIC CONSULTING FIRM] to

assist us in gathering and interpreting certain complex economic data. It

is also very likely that we will ask [ECONOMIC CONSULTING FIRM]

to undertake other specialized projects under our direction. In the course

of the Hart-Scott-Rodino filing and the European Commission filing, for

the above purposes, either we or our clients) will be transmitting

information and documents in confidence to you, including, if necessary,

materials we have prepared in case of litigation. All of these materials

will be provided to you subject to the work product privilege and the

joint defense agreement and will be treated as confidential and privileged

by [ECONOMIC CONSULTING FIRM].

We are not at this time retaining you to be a witness.

We have agreed that your fee will be computed on an hourly basis, at

your standard rates, with out-of-pockets billed separately. We have also

agreed that [ECONOMIC CONSULTING FIRM) will invoice us on a

monthly basis. The invoice should be sent to _________________ at the

following address:__________________________. Also, we request that

[ECONOMIC CONSULTING FIRM] send a courtesy copy of the invoice

to ___________ at the following address: ____________________. We

understand that payment is due within 30 days of receipt of invoice. We

have also agreed that either [Law Firm A] or [Law Firm B] may terminate

this agreement upon three days written notice.