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<br /> parties may be located outside the United States.The firm will follow applicable legal ethics rules with regard to
<br /> such outsourcing and protection of confidential information.
<br /> Fees and Billing
<br /> Clients frequently ask us to estimate the fees and other charges they are likely to incur in connection with a
<br /> particular matter. We are pleased to respond to such requests whenever possible with an estimate based on our
<br /> professional judgment. This estimate always carries the understanding that, unless we agree otherwise in
<br /> writing, it does not represent a maximum, minimum, or fixed fee quotation. The ultimate cost frequently is
<br /> more or less than the amount estimated.
<br /> Legal Fees. We encourage flexibility in determining billing arrangements. For example,we often agree with our
<br /> clients to perform services on a fixed-fee or other basis that we and the client believe will encourage efficiency
<br /> and reflect the value of our services in relation to a particular objective.
<br /> If you and we have agreed on a fixed fee arrangement,our fees will not be limited to the fixed amount if you fail
<br /> to make a complete and accurate disclosure of information that we have requested and that we reasonably
<br /> require for our work,or if you materially change the terms,conditions,scope,or nature of the work,as described
<br /> by you when we determined the fixed amount. If any of these events occurs, our fees will be based upon the
<br /> other factors described below,unless you and we agree on a revised fixed fee.
<br /> If the accompanying engagement letter does not provide for a fixed fee,or if we do not otherwise confirm to you
<br /> in writing a fee arrangement,our fees for services will be determined as described in the following paragraphs.
<br /> When establishing fees for services that we render, we are guided primarily by the time and labor required,
<br /> although we also consider other appropriate factors, such as the novelty and difficulty of the legal issues
<br /> involved;the legal skill required to perform the particular assignment; time-saving use of resources(including
<br /> research, analysis, data and documentation) that we have previously developed and stored electronically or
<br /> otherwise in quickly retrievable form;the fee customarily charged by comparable firms for similar legal services;
<br /> the amount of money involved or at risk and the results obtained; and the time constraints imposed by either
<br /> you or the circumstances. In determining a reasonable fee for the time and labor required for a particular
<br /> matter,we consider the ability,experience,and reputation of the lawyer or lawyers in our firm who perform the
<br /> services. To facilitate this determination, we internally assign to each lawyer an hourly rate based on these
<br /> factors. Of course, our internal hourly rates change periodically to account for increases in our cost of
<br /> delivering legal service, other economic factors, and the augmentation of a particular lawyer's ability,
<br /> experience, and reputation. Any such changes in hourly rates are applied prospectively, as well as to unbilled
<br /> time previously expended. We record and bill our time in one-tenth hour(six minute)increments.
<br /> When selecting lawyers to perform services for you,we generally seek to assign lawyers having the lowest hourly
<br /> rates consistent with the skills, time demands, and other factors influencing the professional responsibility
<br /> involved in each matter. That does not mean that we will always assign a lawyer with a lower hourly rate than
<br /> other lawyers. As circumstances require,the services of lawyers in the firm with special skills or experience may
<br /> be sought when that will either(a)reduce the legal expense to you,(b)provide a specialized legal skill needed,or
<br /> (c)help move the matter forward more quickly. Also,to encourage the use of such lawyers in situations where
<br /> their services can provide a significant benefit that is disproportionate to the time devoted to the matter,we may
<br /> not bill for their services on an hourly rate basis but,if you agree in advance,we will adjust the fee on an"added
<br /> value"basis at the conclusion of the matter if and to the extent their services contribute to a favorable result for
<br /> you.
<br /> Disbursements. In addition to legal fees, our statements will include out-of-pocket expenses that we have
<br /> advanced on your behalf and our internal charges (which may exceed direct costs and allocated overhead
<br /> expenses) for certain support activities. Alternatively, the firm may charge for such internal charges as a
<br /> percentage of the fees charged. Advanced expenses generally will include,but are not limited to,such items as
<br /> travel, postage, filing, recording, certification, and registration fees charged by governmental bodies. Our
<br /> internal charges typically include, but are not limited to, such items as toll calls, facsimile transmissions,
<br /> overnight courier services, certain charges for terminal time for computer research and complex document
<br /> production,and charges for photocopying materials sent to the client or third parties or required for our use.
<br /> We may request an advance cost deposit when we expect that we will be required to incur substantial costs on
<br /> behalf of the client.
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