We at Ogletree, Deakins, Nash, Smoak & Stewart, P.C. (“we”, “us”, “Ogletree Deakins”) are pleased to have the opportunity to be of service to the Company. It is important that you read the terms and conditions of this Agreement. By clicking accept at the bottom, you specifically agree to all the following terms and conditions.

1. Attorney-Client Relationship. You will be a client of Ogletree Deakins. That means that we will have an attorney-client relationship with the Company. No other party, other than the Company and Ogletree Deakins, are covered by this Agreement. It is important for you to understand that while we are providing our legal helpline services to clients of USI Insurance Services (“USI”), USI is not a part to this Agreement, and we will not share any privileged and/or confidential information we learn during our relationship with WFIS or with any successor to USI.
2. Scope of Services. We will provide up to 2 complimentary (i.e., at no cost) hours a month of labor, employment, and employee benefits advice to the Company for issues that do not require significant research or written materials. Examples (not an exhaustive list) of written materials that are not covered by the complimentary service are legal memorandums, FMLA policies, and benefit plan documents. However, as part of the service, if the Company has a need for services not covered by our complimentary service, we will provide preferred pricing to you as an added benefit of being a legal helpline client.
3. Cost. There is no charge for the time we spend answering questions that fall within the “Scope of Services,” as described above in section 2. Further, we will not perform any work that would result in a charge and/or cost to the Company without first obtaining the Company’s specific approval in advance. If the Company would like for us to provide services outside the Scope of Services, we will discuss the cost / fees with the Company and generally obtain another engagement letter to document that additional agreement. As noted above under Scope of Services, any work we perform at a cost / fee will be performed at preferential pricing as an added benefit for being a helpline client.
4. Staffing. We have assembled a team of senior attorneys to serve on the helpline response team. In general, attorneys assigned to providing helpline advice to the Company will be chosen based on location and subject matter expertise. However, you have the right to ask that we change the attorney assigned to the Company to another member of our helpline response team.
5. Responsibilities. We will provide legal counsel and assistance to you in accordance with this letter, keep you reasonably informed of progress and developments, and respond to your inquiries. To help us meet our responsibilities, it is important that you cooperate with us throughout our representation, disclose all facts that may be relevant to the matter or that we request, assist in the identification, preservation, and collection of relevant information, and keep us apprised of related developments.
6. Advice About Possible Outcomes. Though we may express opinions about matters, possible courses of action, and results that might be anticipated, any such statement is intended as an expression of opinion only and should not be construed as a promise or guarantee. You acknowledge that we have not made and will not make any promise or guarantee about the outcome of any matters and you will not construe any statement by us as such.
7. Waiver of Potential Future Conflicts. Ogletree Deakins is an international law firm that represents individuals, companies, and other entities through offices in locations throughout the U.S. and in other countries. The potential exists that we may in the future be asked to represent a party in a matter adverse to the Company. Depending on the circumstances, such a situation could lead a court or tribunal to conclude that a conflict of interest exists. You agree to waive any such future conflict in any matter not substantially related to this current engagement and agree that Company will not seek to use the fact of this representation as a basis for seeking our disqualification in such future matters.
8. Term of Engagement. Either party may terminate the engagement at any time for any reason, by written notice, subject on our part to the rules of professional conduct and any applicable requirement to seek permission of the court.
9. Conclusion of Representation; Retention and Disposition of Documents. At such time as we complete the services Company requested in this matter, our representation will be terminated, and the Company will be considered a former client of our firm. We reserve the right to dispose of file materials in accordance with our document retention procedures, which are available upon request, unless we are otherwise required to retain the materials by applicable law. At our discretion, we also reserve the right to keep a copy of any or all file materials after the termination of a representation.

We are pleased to have this opportunity to be of service and to work with you and the Company. Should you have any questions about our services, please do not hesitate to contact us.

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