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EXHIBIT D

Form of Compliance Monitor Engagement Letter

[This Exhibit D is attached to and forms part of that certain Standstill and Settlement Agreement, dated as of [●], 2025 (the "Settlement Agreement"), among [Insert Client/Employer Full Legal Name], [Insert names of all Individual Defendants], and [Insert Counterparty/Competitor-Employer Full Legal Name]. Capitalized terms used but not defined herein shall have the meanings set forth in the Settlement Agreement.]

[●], 2025

[Insert Full Legal Name of Compliance Monitor] [Insert Address of Compliance Monitor]

To:

[Insert Full Legal Name of Client/Employer]

Attention: [Insert Name, Title — General Counsel]

[Insert Address of Client/Employer]

[Insert Full Legal Name of Counterparty/Competitor-Employer]

Attention: [Insert Name, Title — General Counsel]

[Insert Address of Counterparty/Competitor-Employer]

cc: [Insert names and addresses of counsel for all Parties, if applicable]

Re: Compliance Monitor Engagement Letter

Dear Sir or Madam:

1. Introductory Recitals and Background

This Engagement Letter (this "Engagement Letter") sets forth the terms and conditions under which [Insert Full Legal Name of Compliance Monitor] (the "Monitor") will serve as independent compliance monitor in connection with that certain Standstill and Settlement Agreement, dated as of [●], 2025 (the "Settlement Agreement"), by and among [Insert Full Legal Name of Client/Employer] (the "Client/Employer"), [Insert names of all Individual Defendants] (each, an "Individual Defendant" and, collectively, the "Individual Defendants"), and [Insert Full Legal Name of Counterparty/Competitor-Employer] (the "Counterparty/Competitor-Employer," and together with the Client/Employer and the Individual Defendants, the "Parties" and each, a "Party").

Reference is made to the Consent Order entered, or to be entered, by [Insert Court Name] (the "Court") in the action captioned [Insert Case Caption and Case Number] (the "Action"). The Settlement Agreement provides, among other things, for the appointment of an independent compliance monitor to oversee and verify certain compliance obligations arising under the Settlement Agreement and the Consent Order.

This Engagement Letter sets forth the terms on which [Insert Compliance Monitor Name] will serve as the independent compliance monitor under the Settlement Agreement and the Consent Order. The Monitor's appointment was jointly agreed by the Parties pursuant to Section [●] of the Settlement Agreement, and the Monitor has been selected through a process designed to ensure the Monitor's independence, qualifications, and absence of conflicts of interest.

The Monitor is independent of all Parties. Nothing in this Engagement Letter shall be construed to create an attorney-client relationship, agency relationship, fiduciary relationship, or any other relationship of trust or confidence between the Monitor and any Party. The Monitor does not serve as counsel, agent, advocate, or fiduciary of any Party or Individual Defendant. The Monitor's role is limited to the independent monitoring, verification, and reporting functions expressly described in this Engagement Letter, the Settlement Agreement, and the Consent Order.

2. Scope of Engagement

2.1 General Scope

The Monitor shall verify compliance with the Modified Restrictive Covenant Terms set forth in Exhibit A to the Settlement Agreement, the Data Return and Destruction Protocol set forth in Exhibit B to the Settlement Agreement, and such other obligations as are specifically assigned to the Monitor under the Settlement Agreement and the Consent Order. Without limiting the generality of the foregoing, the Monitor's engagement shall encompass verification and monitoring of the following categories of compliance obligations:

(a) Modified Non-Competition Obligations. [Insert description of modified non-competition obligations, including restricted product categories and applicable durations per Individual Defendant, as set forth in Exhibit A to the Settlement Agreement.]

(b) Employee Non-Solicitation Obligations. [Insert description of employee non-solicitation obligations, including applicable duration, as set forth in the Settlement Agreement and Exhibit A thereto.]

(c) Vendor Non-Solicitation Obligations. [Insert description of vendor non-solicitation obligations, including reference to the restricted vendor list set forth in Exhibit C to the Settlement Agreement and the applicable duration of such restrictions.]

(d) Data Return and Destruction Obligations. [Insert description of data return and destruction obligations, including verification of certifications required under Exhibit B to the Settlement Agreement, and any obligations regarding preservation of forensic images or audit trails.]

(e) Additional Compliance Obligations. [Insert any other specific compliance obligations assigned to the Monitor under the Settlement Agreement or the Consent Order, if applicable.]

The Monitor shall exercise reasonable professional judgment in determining the scope, depth, and methodology of its monitoring activities within the parameters established by this Engagement Letter, the Settlement Agreement, and the Consent Order. The Monitor's assessments shall be based upon the information made available to the Monitor and the procedures and activities described herein.

2.2 Limitations on Scope

The Monitor's engagement is subject to the following express limitations:

(a) The Monitor shall not render legal advice to any Party, any Individual Defendant, or any counsel of record. The Parties and Individual Defendants shall look solely to their own legal counsel for legal advice regarding their rights and obligations under the Settlement Agreement, the Consent Order, or applicable law.

(b) The Monitor shall not act as an arbitrator, mediator, or adjudicator of disputes between or among the Parties. The Monitor's determinations, findings, and recommendations are advisory in nature and do not constitute binding adjudications or determinations of any Party's legal rights or obligations.

(c) The Monitor's determinations are subject to enforcement by the Court in accordance with the Consent Order and applicable law. The Monitor's reports and findings may be submitted to the Court as provided in Section 6 below, and the Court shall retain ultimate authority to interpret and enforce the terms of the Settlement Agreement and the Consent Order.

(d) The Monitor shall have no authority to modify, amend, supplement, or waive any term or provision of the Settlement Agreement or the Consent Order. The Monitor shall perform its duties in accordance with the Settlement Agreement and Consent Order as written, and any questions of interpretation shall be referred to the Parties and, if necessary, to the Court.

(e) The Monitor shall not be responsible for policing or detecting all possible instances of non-compliance. The Monitor's engagement is not intended to constitute a guarantee or assurance that all violations, if any, will be identified.

3. Term

3.1 Commencement Date

The Monitor's engagement shall commence on [Insert date — the date of execution of this Engagement Letter or the date of entry of the Consent Order, whichever is later] (the "Commencement Date").

3.2 Duration. The Monitor's engagement shall continue for a period of [Insert number] months from the Commencement Date (e.g., twelve (12) months), unless earlier terminated or extended as provided herein. The engagement shall expire on [Insert calculated expiration date] (the "Expiration Date"), subject to the provisions of Sections 3.3 and 3.4 below.

3.3 Early Termination

The Monitor's engagement may be terminated prior to the Expiration Date by the joint written consent of all Parties, provided that such early termination shall be subject to notice to the Court. The joint written consent shall specify the effective date of termination and shall confirm that, in the Parties' joint assessment, continued monitoring is no longer necessary or appropriate. The Monitor shall cooperate in effecting an orderly wind-down of its monitoring activities and shall deliver a final report covering the period through the effective date of termination.

3.4 Extension. The term of the Monitor's engagement may be extended beyond the Expiration Date upon the mutual written agreement of the Parties and the Monitor, subject to Court approval if required by the Consent Order or applicable law. Any such extension shall specify the additional duration, any modifications to the Monitor's scope of activities, and any adjustments to the Total Monitor Fee and cost allocation, and shall be documented in a written amendment to this Engagement Letter signed by all parties hereto.

4. Monitoring Activities and Procedures

4.1 Quarterly Monitoring Reports

The Monitor shall prepare and deliver written reports to all Parties and their respective counsel on a quarterly basis during the engagement term (each, a "Quarterly Report"). The Quarterly Reports shall be due on the following dates (or, if any such date falls on a weekend or legal holiday, the next succeeding business day):

(a) First Quarterly Report: [Insert date — e.g., 90 days from Commencement Date];

(b) Second Quarterly Report: [Insert date — e.g., 180 days from Commencement Date];

(d) Fourth Quarterly Report (Final Report): [Insert date — e.g., 360 days from Commencement Date].

Each Quarterly Report shall address, at a minimum, the following topics:

(i) The status of each Individual Defendant's compliance with the modified non-competition obligations set forth in Exhibit A to the Settlement Agreement, including any changes in employment status, role, or responsibilities that may bear on compliance;

(ii) The status of compliance with the employee non-solicitation obligations set forth in the Settlement Agreement, including any contacts, communications, or employment actions involving Restricted Employees (as defined in the Settlement Agreement);

(iii) The status of compliance with the vendor non-solicitation obligations set forth in the Settlement Agreement, including any contacts or business dealings involving vendors on the restricted vendor list set forth in Exhibit C to the Settlement Agreement;

(iv) The status of data destruction verification, including a summary of any certifications received, any forensic audit results reviewed, and any outstanding data return or destruction obligations;

(v) A description of any identified instances of non-compliance or potential non-compliance, including the factual basis for such identification, the Monitor's assessment of materiality, and any steps taken by the relevant Party to address or cure such non-compliance; and

(vi) Any recommendations the Monitor may have regarding compliance procedures, enhancements to information-sharing protocols, or other matters within the scope of the Monitor's engagement.

The Monitor shall deliver each Quarterly Report simultaneously to all Parties and their respective counsel. Each Quarterly Report shall be clearly marked "Confidential — Subject to Settlement Agreement and Consent Order" and shall be subject to the confidentiality provisions set forth in Section 9 below.

4.2 Information Gathering

In connection with the performance of its monitoring activities, the Monitor shall have access to information and personnel of the Parties as set forth in this Section 4.2 and in the separate Letter Agreement Among the Parties and the Monitor re: Information-Sharing and Access, which shall be executed concurrently with this Engagement Letter (the "Information-Sharing Agreement"). The Monitor shall have the right, upon reasonable notice to the applicable Party and its counsel, to:

(a) Review relevant employment records, organizational charts, hiring records, and personnel files of [Insert Counterparty/Competitor-Employer Name] pertaining to the Individual Defendants and any other individuals whose activities are relevant to the compliance obligations being monitored;

(b) Interview designated personnel of each Party (including, without limitation, human resources personnel, management personnel, and technology personnel), provided that each Party shall have the right to have its counsel present during any such interview;

(c) Review relevant correspondence, communications, and vendor contact logs maintained by [Insert Counterparty/Competitor-Employer Name] and/or the Individual Defendants, to the extent such materials bear on compliance with the obligations being monitored;

(d) Request and review written certifications from each Individual Defendant and from [Insert Counterparty/Competitor-Employer Name] regarding compliance with the applicable obligations, in such form and at such intervals as the Monitor may reasonably determine; and

(e) Request and review such other documents, records, and information as the Monitor may reasonably determine to be necessary or appropriate for the performance of its monitoring activities, subject to the terms and limitations set forth in the Information-Sharing Agreement.

Each Party shall cooperate fully and in good faith with the Monitor's reasonable requests for information and access. The cooperation obligations of each Party are as set forth in the Settlement Agreement and the Information-Sharing Agreement, and the Monitor may report any failure to cooperate in its Quarterly Reports and, if material, to the Court in accordance with Section 6 below.

4.3 Forensic Audit Coordination

[If applicable] The Monitor shall coordinate with [Insert Forensic Technology Vendor Name] (the "Forensic Vendor") regarding any independent forensic audit of [Insert Counterparty/Competitor-Employer Name]'s computer systems, servers, networks, email systems, and other electronic devices or repositories conducted pursuant to Section [●] of the Settlement Agreement and the Data Return and Destruction Protocol set forth in Exhibit B to the Settlement Agreement. The Monitor shall review the results and reports of any such forensic audit and shall incorporate its assessment of such results into the applicable Quarterly Report.

The cost of any such forensic audit shall be borne by [Insert responsible Party per Settlement Agreement] and shall be subject to a cap of [Insert dollar amount] (the "Forensic Audit Cap"), as provided in Section [●] of the Settlement Agreement. The Monitor shall have no responsibility for the costs of the forensic audit. The forensic audit is a separate engagement between the Parties and the Forensic Vendor and is distinct from the Monitor's ongoing monitoring activities described herein; provided, however, that the Monitor shall be entitled to rely upon the Forensic Vendor's findings and reports in forming its own assessments and conclusions.

4.4 Ad Hoc Investigations

In addition to its regular quarterly monitoring activities, the Monitor may conduct supplemental inquiries or investigations upon a reasonable belief, based on information obtained in the course of its monitoring activities or otherwise brought to its attention, that a violation or potential violation of the compliance obligations has occurred or is occurring (each, an "Ad Hoc Investigation").

Prior to commencing an Ad Hoc Investigation, the Monitor shall provide written notice to all Parties and their respective counsel, describing in reasonable detail the factual basis for the Monitor's belief that a supplemental inquiry is warranted. The Monitor shall afford the Parties a reasonable opportunity (not less than five (5) business days from the date of such notice) to provide any relevant information or explanation before the Monitor commences the Ad Hoc Investigation, provided that the Monitor may take such immediate steps as may be reasonably necessary to preserve evidence or prevent the destruction of relevant information.

The cost of Ad Hoc Investigations shall be [Specify whether within the base fee or subject to additional compensation — insert guidance]. If such costs are subject to additional compensation, the Monitor shall provide a reasonable estimate of the anticipated cost prior to commencement and shall obtain the prior written approval of both Parties (or, in the event of disagreement, the approval of the Court) before incurring fees in excess of [Insert dollar amount] in connection with any single Ad Hoc Investigation.

5. Escalation and Reporting of Non-Compliance

5.1 Notification to Parties

Upon identification of a potential violation or instance of non-compliance with any of the obligations being monitored, the Monitor shall promptly notify all Parties and their respective counsel in writing (each, a "Non-Compliance Notice"). The Non-Compliance Notice shall describe in reasonable detail the nature of the potential violation, the factual basis for the Monitor's determination, and the specific provision(s) of the Settlement Agreement, Consent Order, or applicable Exhibit that the Monitor believes may have been violated.

Following delivery of a Non-Compliance Notice, the Monitor shall provide the relevant Party a period of [Insert number] business days (the "Cure Period") in which to respond to the Non-Compliance Notice and, if applicable, to cure the potential violation. The relevant Party's response shall be in writing and shall be delivered to the Monitor, the other Parties, and all counsel of record. The Monitor shall consider any such response in good faith in determining whether a violation has occurred and whether any cure is adequate.

5.2 Reporting to the Court

If the Monitor determines that a material violation has occurred and the violation has not been cured to the Monitor's reasonable satisfaction within the Cure Period, or if the relevant Party has failed to respond to the Non-Compliance Notice within the Cure Period, the Monitor shall report the violation to the Court in accordance with the procedures set forth in the Consent Order (a "Court Report"). The Court Report shall set forth the Monitor's findings, the factual basis therefor, the Monitor's assessment of materiality, a summary of the relevant Party's response (if any), and any recommendations the Monitor may have regarding remedial action.

The Monitor's Court Report shall be filed under seal, unless the Court orders otherwise. The Monitor shall provide copies of the Court Report to all Parties and their respective counsel at the time of filing. [Insert reference to specific Consent Order provisions governing judicial enforcement, including any provisions for briefing, hearing, or oral argument in connection with the Court's consideration of the Monitor's Court Report.]

Nothing in this Section 5 shall be construed to limit the right of any Party to bring a violation or alleged violation directly to the attention of the Court in accordance with the Consent Order and applicable rules of procedure.

6. Fees and Expenses

6.1 Total Estimated Fees

The total estimated fees for the Monitor's services during the [●]-month engagement term shall be [Insert total dollar amount] (the "Total Monitor Fee"). The Total Monitor Fee is based upon the Monitor's current estimate of the time and resources required to perform the monitoring activities described herein and is subject to adjustment only as expressly provided in this Section 6.

6.2 Cost Allocation

The Total Monitor Fee shall be allocated between the Parties as follows:

(a) [Insert Full Legal Name of Counterparty/Competitor-Employer] shall bear [Insert percentage]% of the Total Monitor Fee (estimated at $[●]); and

(b) [Insert Full Legal Name of Client/Employer] shall bear [Insert percentage]% of the Total Monitor Fee (estimated at $[●]).

[e.g., The Parties have agreed to a sixty percent (60%) / forty percent (40%) allocation of the Total Monitor Fee, with the Counterparty/Competitor-Employer bearing sixty percent (60%) and the Client/Employer bearing forty percent (40%).]

The Individual Defendants shall have no direct payment obligation to the Monitor under this Engagement Letter, unless otherwise specified in the Settlement Agreement.

6.3 Payment Schedule

Fees shall be payable in [quarterly / monthly / other] installments. [Insert payment schedule — e.g., The Total Monitor Fee shall be payable in equal quarterly installments, with each installment payable in advance within [●] days of receipt of the Monitor's invoice for such installment.] The first installment shall be due and payable within [●] days following the Commencement Date.

Each Party shall be invoiced separately for its respective share of each installment, as determined in accordance with the cost allocation set forth in Section 6.2 above. The Monitor shall issue invoices in a form that provides reasonable detail regarding the services performed and the time and resources expended during the applicable billing period.

6.4 Expenses. Reasonable out-of-pocket expenses incurred by the Monitor in connection with the performance of its monitoring activities (including, without limitation, travel expenses, document reproduction costs, technology costs, and similar expenses) shall be reimbursed by the Parties in the same allocation percentage as the Total Monitor Fee set forth in Section 6.2 above.

Aggregate expenses exceeding $[●] during the engagement term shall require the prior written approval of both Parties. [Insert expense cap or threshold for pre-approval, if applicable.] The Monitor shall provide reasonable documentation of all expenses for which reimbursement is sought.

6.5 Fee Disputes

Any disputes regarding the Monitor's fees or expenses shall be submitted to the Court for resolution. Pending resolution of any such dispute, the undisputed portion of any invoice shall remain due and payable in accordance with the payment schedule set forth above.

7. Independence and Conflicts

The Monitor represents and warrants that, as of the date of this Engagement Letter, it has no material business, financial, or personal relationship with any Party, any Individual Defendant, or any counsel of record in the Action that would impair or reasonably appear to impair the Monitor's independence or impartiality. The Monitor has conducted a reasonable conflicts check and has disclosed the results of such check to the Parties.

The Monitor shall promptly disclose to all Parties and their respective counsel any actual or potential conflict of interest that arises during the engagement term, including, without limitation, any new business relationship, financial interest, or personal relationship that may bear on the Monitor's independence or impartiality.

If a disqualifying conflict of interest arises that cannot be adequately mitigated, the Parties shall jointly select a replacement monitor within [●] days of the Monitor's disclosure, subject to Court approval. The outgoing Monitor shall cooperate fully in the transition to the replacement monitor, including by providing all work product, files, and records to the replacement monitor (subject to any applicable confidentiality obligations) and by briefing the replacement monitor on the status of all monitoring activities.

8. Confidentiality

The Monitor shall maintain in strict confidence all non-public information obtained in connection with the performance of its monitoring activities (collectively, "Confidential Information"). Without limiting the generality of the foregoing, Confidential Information shall include all documents, records, data, interview notes, reports, certifications, forensic audit results, and communications provided to or generated by the Monitor in connection with this engagement.

The Monitor may disclose Confidential Information only in the following circumstances:

(a) To the Parties and their respective counsel in connection with the delivery of Quarterly Reports, Non-Compliance Notices, and other communications expressly contemplated by this Engagement Letter;

(b) To the Court, as required by the Consent Order, this Engagement Letter, or applicable law, including in connection with the filing of a Court Report pursuant to Section 5.2 above;

(c) As required by applicable law, regulation, or valid legal process (including, without limitation, a subpoena, civil investigative demand, or court order), provided that the Monitor shall, to the extent permitted by law, give prompt written notice to the Parties prior to making any such disclosure so as to afford the Parties a reasonable opportunity to seek a protective order or other appropriate remedy; and

(d) To the Monitor's personnel, advisors, and subcontractors who have a need to know such information for the purpose of performing the monitoring activities, provided that such persons are bound by confidentiality obligations no less restrictive than those set forth in this Section 8.

The Monitor's confidentiality obligations under this Section 8 shall survive the termination or expiration of this Engagement Letter and shall continue in effect indefinitely, unless otherwise agreed in writing by all Parties or ordered by the Court.

9. Standard of Care; Limitation of Liability

The Monitor shall perform its services under this Engagement Letter in a professional and diligent manner, consistent with generally accepted practices for compliance monitoring engagements of a similar nature and scope. The Monitor shall exercise reasonable professional judgment in the conduct of its monitoring activities and the preparation of its reports.

Notwithstanding any other provision of this Engagement Letter, the Monitor's aggregate liability to the Parties (and their respective affiliates, successors, and assigns) arising out of or in connection with this Engagement Letter or the Monitor's services hereunder shall not exceed the Total Monitor Fee actually paid to the Monitor as of the date on which the applicable claim accrues. In no event shall the Monitor be liable to any Party for any consequential, incidental, indirect, special, or punitive damages, regardless of the form of action or the theory of liability, even if the Monitor has been advised of the possibility of such damages.

The Parties acknowledge and agree that the Monitor's reports, findings, assessments, and recommendations are based upon the information made available to the Monitor and the procedures performed by the Monitor, and do not constitute a guarantee or assurance that all violations or instances of non-compliance have been identified. The Parties shall not seek to hold the Monitor liable for the acts, omissions, or conduct of any Party, any Individual Defendant, or any third party.

10. Indemnification

Each Party shall indemnify, defend, and hold harmless the Monitor, its partners, principals, employees, agents, and subcontractors (collectively, the "Monitor Indemnitees") from and against any and all claims, demands, actions, suits, losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees and court costs) arising out of or in connection with the Monitor's performance of its duties under this Engagement Letter, except to the extent such claims, losses, or expenses are finally determined by a court of competent jurisdiction to have been caused by the Monitor's gross negligence or willful misconduct.

The indemnification obligations set forth in this Section 10 shall be borne by the Parties in the same percentage allocation as the Total Monitor Fee set forth in Section 6.2 above (i.e., [Insert percentage]% by the Counterparty/Competitor-Employer and [Insert percentage]% by the Client/Employer). The Individual Defendants shall have no direct indemnification obligation under this Section 10, unless otherwise specified in the Settlement Agreement.

The indemnification obligations set forth in this Section 10 shall survive the termination or expiration of this Engagement Letter.

11. Insurance

The Monitor shall maintain professional liability (errors and omissions) insurance in an amount of not less than $[●] per occurrence and $[●] in the aggregate during the engagement term and for a period of not less than two (2) years following the termination or expiration of this Engagement Letter. [Insert minimum coverage amount, e.g., $[●] million per occurrence / $[●] million aggregate.]

The Monitor shall provide certificates of insurance evidencing such coverage to the Parties upon request. The Monitor shall provide not less than thirty (30) days' prior written notice to the Parties of any material change in, cancellation of, or failure to renew such insurance coverage.

12. Communications and Notices

All notices, reports, requests, demands, and other communications required or permitted to be given or made under this Engagement Letter shall be in writing and shall be delivered by hand, by nationally recognized overnight courier service, or by email (with confirmation of receipt), addressed as follows (or to such other address or contact as may be designated by written notice from the applicable party):

Monitor: [Insert Name, Title] [Insert Full Legal Name of Compliance Monitor] [Insert Address]

Email: [Insert Email]

Phone: [Insert Phone]

Client/Employer: [Insert Name, Title] [Insert Full Legal Name of Client/Employer] [Insert Address]

Email: [Insert Email]

Phone: [Insert Phone]

Counterparty/Competitor-Employer: [Insert Name, Title] [Insert Full Legal Name of Counterparty/Competitor-Employer] [Insert Address]

Email: [Insert Email]

Phone: [Insert Phone]

With copies to respective counsel:

Counsel for Client/Employer: [Insert Client/Employer Counsel Firm Name]

Attention: [●]

[Insert Address]

Email: [Insert Email]

Counsel for Individual Defendants: [Insert Individual Defendants' Counsel Firm Name]

Attention: [●]

[Insert Address]

Email: [Insert Email]

Counsel for Counterparty/Competitor-Employer: [Insert Counterparty/Competitor-Employer Counsel Firm Name]

Attention: [●]

[Insert Address]

Email: [Insert Email]

Notices shall be deemed given (a) when delivered by hand, (b) on the next business day following deposit with a nationally recognized overnight courier service, or (c) when sent by email (with confirmation of receipt), in each case addressed as set forth above.

13. Relationship to Settlement Agreement and Consent Order

This Engagement Letter is entered into pursuant to and subject to the terms of the Settlement Agreement and the Consent Order. The Monitor acknowledges that it has received and reviewed copies of the Settlement Agreement (including all Exhibits thereto) and the Consent Order, and that it is familiar with the terms and provisions thereof.

In the event of any conflict or inconsistency between any term or provision of this Engagement Letter, on the one hand, and any term or provision of the Settlement Agreement or the Consent Order, on the other hand, the terms and provisions of the Settlement Agreement or the Consent Order, as applicable, shall control.

Nothing in this Engagement Letter shall be construed to limit or modify the rights, obligations, or remedies of any Party under the Settlement Agreement or the Consent Order, except as expressly set forth herein.

14. Governing Law

This Engagement Letter shall be governed by and construed in accordance with the laws of the State of [Insert governing law state], without regard to its conflict-of-laws principles.

15. Jurisdiction

The Monitor and the Parties hereby consent to the exclusive jurisdiction of [Insert Court Name] for any disputes arising out of or relating to this Engagement Letter or the Monitor's engagement hereunder. The Monitor and the Parties hereby waive any objection to venue in such Court and any claim that such Court is an inconvenient forum.

16. Amendment and Waiver

This Engagement Letter may be amended, modified, or supplemented only by a written instrument duly executed by the Monitor and both Parties (the Client/Employer and the Counterparty/Competitor-Employer). No amendment shall be effective unless it is in writing and signed by all parties hereto.

No waiver of any provision of this Engagement Letter shall be effective unless it is in writing and signed by the party against whom such waiver is sought to be enforced. No failure or delay by any party in exercising any right, power, or remedy under this Engagement Letter shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power, or remedy preclude any other or further exercise thereof or the exercise of any other right, power, or remedy.

17. Entire Agreement

This Engagement Letter, together with the Settlement Agreement (including all Exhibits thereto), the Consent Order, and the Letter Agreement Among the Parties and the Monitor re: Information-Sharing and Access, constitutes the entire agreement among the Monitor and the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations, and discussions, whether oral or written, relating to such subject matter.

18. Counterparts

This Engagement Letter may be executed in one or more counterparts, each of which shall be deemed an original, and all of which, taken together, shall constitute one and the same instrument. Execution and delivery of this Engagement Letter by facsimile, portable document format (.pdf), or other electronic transmission shall be deemed to be, and shall have the same legal effect as, execution and delivery of an original counterpart.

[Signature Page Follows]

SIGNATURE PAGE TO COMPLIANCE MONITOR ENGAGEMENT LETTER

IN WITNESS WHEREOF, the parties hereto have caused this Engagement Letter to be duly executed as of the date first written above.

COMPLIANCE MONITOR:

[Insert Full Legal Name of Compliance Monitor]

By: ________

Name: [Insert Name of Authorized Signatory]

Title: [Insert Title]

Date: ________

CLIENT/EMPLOYER:

[Insert Full Legal Name of Client/Employer]

By: ________

Name: [Insert Name of Authorized Signatory]

Title: [Insert Title]

Date: ________

COUNTERPARTY/COMPETITOR-EMPLOYER:

[Insert Full Legal Name of Counterparty/Competitor-Employer]

By: ________

Name: [Insert Name of Authorized Signatory]

Title: [Insert Title]

Date: ________

SCHEDULE 1 TO ENGAGEMENT LETTER

Engagement Team and Key Personnel

The following individuals shall serve as the Monitor's key personnel responsible for performing the monitoring activities contemplated by the Engagement Letter. Any changes to the key personnel listed below shall require the prior written consent of the Parties, which consent shall not be unreasonably withheld, conditioned, or delayed.

Lead Engagement Partner / Principal:

Senior Engagement Manager:

Additional Team Members:

All members of the engagement team are subject to the confidentiality obligations set forth in Section 8 of the Engagement Letter and have been screened for conflicts of interest in accordance with Section 7 of the Engagement Letter.

SCHEDULE 2 TO ENGAGEMENT LETTER

Fee Schedule

The following fee schedule sets forth the Total Monitor Fee, installment payment amounts, and cost allocation between the Parties for the Monitor's services under the Engagement Letter.

1. Total Estimated Fee:

2. Hourly Rates (if applicable):

[Insert notation if fees are structured as a fixed fee rather than hourly rates, or if a blended rate applies.]

3. Installment Schedule:

4. Cost Allocation:

Each Party shall be invoiced separately for its respective share of each installment in accordance with Section 6.3 of the Engagement Letter. Invoices shall be payable within [●] days of receipt. Expenses shall be allocated and invoiced in the same percentages set forth above, in accordance with Section 6.4 of the Engagement Letter.

[End of Exhibit D]

Field	Details
Name	[Insert Name]
Title	[Insert Title]
Email	[Insert Email]
Phone	[Insert Phone]
Role	Overall engagement oversight; primary point of contact for the Parties and counsel; responsibility for review and approval of all Quarterly Reports and Court Reports
Field	Details
Name	[Insert Name]
Title	[Insert Title]
Email	[Insert Email]
Phone	[Insert Phone]
Role	Day-to-day management of monitoring activities; coordination with the Parties and Forensic Vendor; preparation of Quarterly Reports; interview coordination
Name	Title	Role
[Insert Name]	[Insert Title]	[Insert description of role and responsibilities]
[Insert Name]	[Insert Title]	[Insert description of role and responsibilities]
[Insert as applicable]	[Insert as applicable]	[Insert as applicable]
Description	Amount
Total Monitor Fee (for the [●]-month engagement term)	$[●]
Personnel	Hourly Rate
Lead Engagement Partner / Principal	$[●]
Senior Engagement Manager	$[●]
Additional Team Members	$[●]
Administrative / Support Personnel	$[●]
Installment	Period Covered	Due Date	Amount
First Installment	[●] through [●]	[●]	$[●]

Second Installment	[●] through [●]	[●]	$[●]
Third Installment	[●] through [●]	[●]	$[●]
Fourth Installment	[●] through [●]	[●]	$[●]
Total	$[●]
Party	Allocation Percentage	Estimated Total Share
[Insert Counterparty/Competitor-Employer Name]	[●]%	$[●]
[Insert Client/Employer Name]	[●]%	$[●]
Total	100%	$[●]

EXHIBIT D
Form of Compliance Monitor Engagement Letter
[This Exhibit D is attached to and forms part of that certain Standstill and Settlement Agreement, dated as of [●], 2025 (the "Settlement Agreement"), among [Insert Client/Employer Full Legal Name], [Insert names of all Individual Defendants], and [Insert Counterparty/Competitor-Employer Full Legal Name]. Capitalized terms used but not defined herein shall have the meanings set forth in the Settlement Agreement.]
[●], 2025
[Insert Full Legal Name of Compliance Monitor] [Insert Address of Compliance Monitor]
To:
[Insert Full Legal Name of Client/Employer]
Attention: [Insert Name, Title — General Counsel]
[Insert Address of Client/Employer]
[Insert Full Legal Name of Counterparty/Competitor-Employer]
Attention: [Insert Name, Title — General Counsel]
[Insert Address of Counterparty/Competitor-Employer]
cc: [Insert names and addresses of counsel for all Parties, if applicable]
Re: Compliance Monitor Engagement Letter
Dear Sir or Madam:
1. Introductory Recitals and Background
This Engagement Letter (this "Engagement Letter") sets forth the terms and conditions under which [Insert Full Legal Name of Compliance Monitor] (the "Monitor") will serve as independent compliance monitor in connection with that certain Standstill and Settlement Agreement, dated as of [●], 2025 (the "Settlement Agreement"), by and among [Insert Full Legal Name of Client/Employer] (the "Client/Employer"), [Insert names of all Individual Defendants] (each, an "Individual Defendant" and, collectively, the "Individual Defendants"), and [Insert Full Legal Name of Counterparty/Competitor-Employer] (the "Counterparty/Competitor-Employer," and together with the Client/Employer and the Individual Defendants, the "Parties" and each, a "Party").
Reference is made to the Consent Order entered, or to be entered, by [Insert Court Name] (the "Court") in the action captioned [Insert Case Caption and Case Number] (the "Action"). The Settlement Agreement provides, among other things, for the appointment of an independent compliance monitor to oversee and verify certain compliance obligations arising under the Settlement Agreement and the Consent Order.
This Engagement Letter sets forth the terms on which [Insert Compliance Monitor Name] will serve as the independent compliance monitor under the Settlement Agreement and the Consent Order. The Monitor's appointment was jointly agreed by the Parties pursuant to Section [●] of the Settlement Agreement, and the Monitor has been selected through a process designed to ensure the Monitor's independence, qualifications, and absence of conflicts of interest.
The Monitor is independent of all Parties. Nothing in this Engagement Letter shall be construed to create an attorney-client relationship, agency relationship, fiduciary relationship, or any other relationship of trust or confidence between the Monitor and any Party. The Monitor does not serve as counsel, agent, advocate, or fiduciary of any Party or Individual Defendant. The Monitor's role is limited to the independent monitoring, verification, and reporting functions expressly described in this Engagement Letter, the Settlement Agreement, and the Consent Order.
2. Scope of Engagement
2.1 General Scope
The Monitor shall verify compliance with the Modified Restrictive Covenant Terms set forth in Exhibit A to the Settlement Agreement, the Data Return and Destruction Protocol set forth in Exhibit B to the Settlement Agreement, and such other obligations as are specifically assigned to the Monitor under the Settlement Agreement and the Consent Order. Without limiting the generality of the foregoing, the Monitor's engagement shall encompass verification and monitoring of the following categories of compliance obligations:
(a) Modified Non-Competition Obligations. [Insert description of modified non-competition obligations, including restricted product categories and applicable durations per Individual Defendant, as set forth in Exhibit A to the Settlement Agreement.]
(b) Employee Non-Solicitation Obligations. [Insert description of employee non-solicitation obligations, including applicable duration, as set forth in the Settlement Agreement and Exhibit A thereto.]
(c) Vendor Non-Solicitation Obligations. [Insert description of vendor non-solicitation obligations, including reference to the restricted vendor list set forth in Exhibit C to the Settlement Agreement and the applicable duration of such restrictions.]
(d) Data Return and Destruction Obligations. [Insert description of data return and destruction obligations, including verification of certifications required under Exhibit B to the Settlement Agreement, and any obligations regarding preservation of forensic images or audit trails.]
(e) Additional Compliance Obligations. [Insert any other specific compliance obligations assigned to the Monitor under the Settlement Agreement or the Consent Order, if applicable.]
The Monitor shall exercise reasonable professional judgment in determining the scope, depth, and methodology of its monitoring activities within the parameters established by this Engagement Letter, the Settlement Agreement, and the Consent Order. The Monitor's assessments shall be based upon the information made available to the Monitor and the procedures and activities described herein.
2.2 Limitations on Scope
The Monitor's engagement is subject to the following express limitations:
(a) The Monitor shall not render legal advice to any Party, any Individual Defendant, or any counsel of record. The Parties and Individual Defendants shall look solely to their own legal counsel for legal advice regarding their rights and obligations under the Settlement Agreement, the Consent Order, or applicable law.
(b) The Monitor shall not act as an arbitrator, mediator, or adjudicator of disputes between or among the Parties. The Monitor's determinations, findings, and recommendations are advisory in nature and do not constitute binding adjudications or determinations of any Party's legal rights or obligations.
(c) The Monitor's determinations are subject to enforcement by the Court in accordance with the Consent Order and applicable law. The Monitor's reports and findings may be submitted to the Court as provided in Section 6 below, and the Court shall retain ultimate authority to interpret and enforce the terms of the Settlement Agreement and the Consent Order.
(d) The Monitor shall have no authority to modify, amend, supplement, or waive any term or provision of the Settlement Agreement or the Consent Order. The Monitor shall perform its duties in accordance with the Settlement Agreement and Consent Order as written, and any questions of interpretation shall be referred to the Parties and, if necessary, to the Court.
(e) The Monitor shall not be responsible for policing or detecting all possible instances of non-compliance. The Monitor's engagement is not intended to constitute a guarantee or assurance that all violations, if any, will be identified.
3. Term
3.1 Commencement Date
The Monitor's engagement shall commence on [Insert date — the date of execution of this Engagement Letter or the date of entry of the Consent Order, whichever is later] (the "Commencement Date").
3.2 Duration.  The Monitor's engagement shall continue for a period of [Insert number] months from the Commencement Date (e.g., twelve (12) months), unless earlier terminated or extended as provided herein. The engagement shall expire on [Insert calculated expiration date] (the "Expiration Date"), subject to the provisions of Sections 3.3 and 3.4 below.
3.3 Early Termination
The Monitor's engagement may be terminated prior to the Expiration Date by the joint written consent of all Parties, provided that such early termination shall be subject to notice to the Court. The joint written consent shall specify the effective date of termination and shall confirm that, in the Parties' joint assessment, continued monitoring is no longer necessary or appropriate. The Monitor shall cooperate in effecting an orderly wind-down of its monitoring activities and shall deliver a final report covering the period through the effective date of termination.
3.4 Extension.  The term of the Monitor's engagement may be extended beyond the Expiration Date upon the mutual written agreement of the Parties and the Monitor, subject to Court approval if required by the Consent Order or applicable law. Any such extension shall specify the additional duration, any modifications to the Monitor's scope of activities, and any adjustments to the Total Monitor Fee and cost allocation, and shall be documented in a written amendment to this Engagement Letter signed by all parties hereto.
4. Monitoring Activities and Procedures
4.1 Quarterly Monitoring Reports
The Monitor shall prepare and deliver written reports to all Parties and their respective counsel on a quarterly basis during the engagement term (each, a "Quarterly Report"). The Quarterly Reports shall be due on the following dates (or, if any such date falls on a weekend or legal holiday, the next succeeding business day):
(a) First Quarterly Report: [Insert date — e.g., 90 days from Commencement Date];
(b) Second Quarterly Report: [Insert date — e.g., 180 days from Commencement Date];
(c) Third Quarterly Report: [Insert date — e.g., 270 days from Commencement Date]; and
(d) Fourth Quarterly Report (Final Report): [Insert date — e.g., 360 days from Commencement Date].
Each Quarterly Report shall address, at a minimum, the following topics:
(i) The status of each Individual Defendant's compliance with the modified non-competition obligations set forth in Exhibit A to the Settlement Agreement, including any changes in employment status, role, or responsibilities that may bear on compliance;
(ii) The status of compliance with the employee non-solicitation obligations set forth in the Settlement Agreement, including any contacts, communications, or employment actions involving Restricted Employees (as defined in the Settlement Agreement);
(iii) The status of compliance with the vendor non-solicitation obligations set forth in the Settlement Agreement, including any contacts or business dealings involving vendors on the restricted vendor list set forth in Exhibit C to the Settlement Agreement;
(iv) The status of data destruction verification, including a summary of any certifications received, any forensic audit results reviewed, and any outstanding data return or destruction obligations;
(v) A description of any identified instances of non-compliance or potential non-compliance, including the factual basis for such identification, the Monitor's assessment of materiality, and any steps taken by the relevant Party to address or cure such non-compliance; and
(vi) Any recommendations the Monitor may have regarding compliance procedures, enhancements to information-sharing protocols, or other matters within the scope of the Monitor's engagement.
The Monitor shall deliver each Quarterly Report simultaneously to all Parties and their respective counsel. Each Quarterly Report shall be clearly marked "Confidential — Subject to Settlement Agreement and Consent Order" and shall be subject to the confidentiality provisions set forth in Section 9 below.
4.2 Information Gathering
In connection with the performance of its monitoring activities, the Monitor shall have access to information and personnel of the Parties as set forth in this Section 4.2 and in the separate Letter Agreement Among the Parties and the Monitor re: Information-Sharing and Access, which shall be executed concurrently with this Engagement Letter (the "Information-Sharing Agreement"). The Monitor shall have the right, upon reasonable notice to the applicable Party and its counsel, to:
(a) Review relevant employment records, organizational charts, hiring records, and personnel files of [Insert Counterparty/Competitor-Employer Name] pertaining to the Individual Defendants and any other individuals whose activities are relevant to the compliance obligations being monitored;
(b) Interview designated personnel of each Party (including, without limitation, human resources personnel, management personnel, and technology personnel), provided that each Party shall have the right to have its counsel present during any such interview;
(c) Review relevant correspondence, communications, and vendor contact logs maintained by [Insert Counterparty/Competitor-Employer Name] and/or the Individual Defendants, to the extent such materials bear on compliance with the obligations being monitored;
(d) Request and review written certifications from each Individual Defendant and from [Insert Counterparty/Competitor-Employer Name] regarding compliance with the applicable obligations, in such form and at such intervals as the Monitor may reasonably determine; and
(e) Request and review such other documents, records, and information as the Monitor may reasonably determine to be necessary or appropriate for the performance of its monitoring activities, subject to the terms and limitations set forth in the Information-Sharing Agreement.
Each Party shall cooperate fully and in good faith with the Monitor's reasonable requests for information and access. The cooperation obligations of each Party are as set forth in the Settlement Agreement and the Information-Sharing Agreement, and the Monitor may report any failure to cooperate in its Quarterly Reports and, if material, to the Court in accordance with Section 6 below.
4.3 Forensic Audit Coordination
[If applicable] The Monitor shall coordinate with [Insert Forensic Technology Vendor Name] (the "Forensic Vendor") regarding any independent forensic audit of [Insert Counterparty/Competitor-Employer Name]'s computer systems, servers, networks, email systems, and other electronic devices or repositories conducted pursuant to Section [●] of the Settlement Agreement and the Data Return and Destruction Protocol set forth in Exhibit B to the Settlement Agreement. The Monitor shall review the results and reports of any such forensic audit and shall incorporate its assessment of such results into the applicable Quarterly Report.
The cost of any such forensic audit shall be borne by [Insert responsible Party per Settlement Agreement] and shall be subject to a cap of [Insert dollar amount] (the "Forensic Audit Cap"), as provided in Section [●] of the Settlement Agreement. The Monitor shall have no responsibility for the costs of the forensic audit. The forensic audit is a separate engagement between the Parties and the Forensic Vendor and is distinct from the Monitor's ongoing monitoring activities described herein; provided, however, that the Monitor shall be entitled to rely upon the Forensic Vendor's findings and reports in forming its own assessments and conclusions.
4.4 Ad Hoc Investigations
In addition to its regular quarterly monitoring activities, the Monitor may conduct supplemental inquiries or investigations upon a reasonable belief, based on information obtained in the course of its monitoring activities or otherwise brought to its attention, that a violation or potential violation of the compliance obligations has occurred or is occurring (each, an "Ad Hoc Investigation").
Prior to commencing an Ad Hoc Investigation, the Monitor shall provide written notice to all Parties and their respective counsel, describing in reasonable detail the factual basis for the Monitor's belief that a supplemental inquiry is warranted. The Monitor shall afford the Parties a reasonable opportunity (not less than five (5) business days from the date of such notice) to provide any relevant information or explanation before the Monitor commences the Ad Hoc Investigation, provided that the Monitor may take such immediate steps as may be reasonably necessary to preserve evidence or prevent the destruction of relevant information.
The cost of Ad Hoc Investigations shall be [Specify whether within the base fee or subject to additional compensation — insert guidance]. If such costs are subject to additional compensation, the Monitor shall provide a reasonable estimate of the anticipated cost prior to commencement and shall obtain the prior written approval of both Parties (or, in the event of disagreement, the approval of the Court) before incurring fees in excess of [Insert dollar amount] in connection with any single Ad Hoc Investigation.
5. Escalation and Reporting of Non-Compliance
5.1 Notification to Parties
Upon identification of a potential violation or instance of non-compliance with any of the obligations being monitored, the Monitor shall promptly notify all Parties and their respective counsel in writing (each, a "Non-Compliance Notice"). The Non-Compliance Notice shall describe in reasonable detail the nature of the potential violation, the factual basis for the Monitor's determination, and the specific provision(s) of the Settlement Agreement, Consent Order, or applicable Exhibit that the Monitor believes may have been violated.
Following delivery of a Non-Compliance Notice, the Monitor shall provide the relevant Party a period of [Insert number] business days (the "Cure Period") in which to respond to the Non-Compliance Notice and, if applicable, to cure the potential violation. The relevant Party's response shall be in writing and shall be delivered to the Monitor, the other Parties, and all counsel of record. The Monitor shall consider any such response in good faith in determining whether a violation has occurred and whether any cure is adequate.
5.2 Reporting to the Court
If the Monitor determines that a material violation has occurred and the violation has not been cured to the Monitor's reasonable satisfaction within the Cure Period, or if the relevant Party has failed to respond to the Non-Compliance Notice within the Cure Period, the Monitor shall report the violation to the Court in accordance with the procedures set forth in the Consent Order (a "Court Report"). The Court Report shall set forth the Monitor's findings, the factual basis therefor, the Monitor's assessment of materiality, a summary of the relevant Party's response (if any), and any recommendations the Monitor may have regarding remedial action.
The Monitor's Court Report shall be filed under seal, unless the Court orders otherwise. The Monitor shall provide copies of the Court Report to all Parties and their respective counsel at the time of filing. [Insert reference to specific Consent Order provisions governing judicial enforcement, including any provisions for briefing, hearing, or oral argument in connection with the Court's consideration of the Monitor's Court Report.]
Nothing in this Section 5 shall be construed to limit the right of any Party to bring a violation or alleged violation directly to the attention of the Court in accordance with the Consent Order and applicable rules of procedure.
6. Fees and Expenses
6.1 Total Estimated Fees
The total estimated fees for the Monitor's services during the [●]-month engagement term shall be [Insert total dollar amount] (the "Total Monitor Fee"). The Total Monitor Fee is based upon the Monitor's current estimate of the time and resources required to perform the monitoring activities described herein and is subject to adjustment only as expressly provided in this Section 6.
6.2 Cost Allocation
The Total Monitor Fee shall be allocated between the Parties as follows:
(a) [Insert Full Legal Name of Counterparty/Competitor-Employer] shall bear [Insert percentage]% of the Total Monitor Fee (estimated at $[●]); and
(b) [Insert Full Legal Name of Client/Employer] shall bear [Insert percentage]% of the Total Monitor Fee (estimated at $[●]).
[e.g., The Parties have agreed to a sixty percent (60%) / forty percent (40%) allocation of the Total Monitor Fee, with the Counterparty/Competitor-Employer bearing sixty percent (60%) and the Client/Employer bearing forty percent (40%).]
The Individual Defendants shall have no direct payment obligation to the Monitor under this Engagement Letter, unless otherwise specified in the Settlement Agreement.
6.3 Payment Schedule
Fees shall be payable in [quarterly / monthly / other] installments. [Insert payment schedule — e.g., The Total Monitor Fee shall be payable in equal quarterly installments, with each installment payable in advance within [●] days of receipt of the Monitor's invoice for such installment.] The first installment shall be due and payable within [●] days following the Commencement Date.
Each Party shall be invoiced separately for its respective share of each installment, as determined in accordance with the cost allocation set forth in Section 6.2 above. The Monitor shall issue invoices in a form that provides reasonable detail regarding the services performed and the time and resources expended during the applicable billing period.
6.4 Expenses.  Reasonable out-of-pocket expenses incurred by the Monitor in connection with the performance of its monitoring activities (including, without limitation, travel expenses, document reproduction costs, technology costs, and similar expenses) shall be reimbursed by the Parties in the same allocation percentage as the Total Monitor Fee set forth in Section 6.2 above.
Aggregate expenses exceeding $[●] during the engagement term shall require the prior written approval of both Parties. [Insert expense cap or threshold for pre-approval, if applicable.] The Monitor shall provide reasonable documentation of all expenses for which reimbursement is sought.
6.5 Fee Disputes
Any disputes regarding the Monitor's fees or expenses shall be submitted to the Court for resolution. Pending resolution of any such dispute, the undisputed portion of any invoice shall remain due and payable in accordance with the payment schedule set forth above.
7. Independence and Conflicts
The Monitor represents and warrants that, as of the date of this Engagement Letter, it has no material business, financial, or personal relationship with any Party, any Individual Defendant, or any counsel of record in the Action that would impair or reasonably appear to impair the Monitor's independence or impartiality. The Monitor has conducted a reasonable conflicts check and has disclosed the results of such check to the Parties.
The Monitor shall promptly disclose to all Parties and their respective counsel any actual or potential conflict of interest that arises during the engagement term, including, without limitation, any new business relationship, financial interest, or personal relationship that may bear on the Monitor's independence or impartiality.
If a disqualifying conflict of interest arises that cannot be adequately mitigated, the Parties shall jointly select a replacement monitor within [●] days of the Monitor's disclosure, subject to Court approval. The outgoing Monitor shall cooperate fully in the transition to the replacement monitor, including by providing all work product, files, and records to the replacement monitor (subject to any applicable confidentiality obligations) and by briefing the replacement monitor on the status of all monitoring activities.
8. Confidentiality
The Monitor shall maintain in strict confidence all non-public information obtained in connection with the performance of its monitoring activities (collectively, "Confidential Information"). Without limiting the generality of the foregoing, Confidential Information shall include all documents, records, data, interview notes, reports, certifications, forensic audit results, and communications provided to or generated by the Monitor in connection with this engagement.
The Monitor may disclose Confidential Information only in the following circumstances:
(a) To the Parties and their respective counsel in connection with the delivery of Quarterly Reports, Non-Compliance Notices, and other communications expressly contemplated by this Engagement Letter;
(b) To the Court, as required by the Consent Order, this Engagement Letter, or applicable law, including in connection with the filing of a Court Report pursuant to Section 5.2 above;
(c) As required by applicable law, regulation, or valid legal process (including, without limitation, a subpoena, civil investigative demand, or court order), provided that the Monitor shall, to the extent permitted by law, give prompt written notice to the Parties prior to making any such disclosure so as to afford the Parties a reasonable opportunity to seek a protective order or other appropriate remedy; and
(d) To the Monitor's personnel, advisors, and subcontractors who have a need to know such information for the purpose of performing the monitoring activities, provided that such persons are bound by confidentiality obligations no less restrictive than those set forth in this Section 8.
The Monitor's confidentiality obligations under this Section 8 shall survive the termination or expiration of this Engagement Letter and shall continue in effect indefinitely, unless otherwise agreed in writing by all Parties or ordered by the Court.
9. Standard of Care; Limitation of Liability
The Monitor shall perform its services under this Engagement Letter in a professional and diligent manner, consistent with generally accepted practices for compliance monitoring engagements of a similar nature and scope. The Monitor shall exercise reasonable professional judgment in the conduct of its monitoring activities and the preparation of its reports.
Notwithstanding any other provision of this Engagement Letter, the Monitor's aggregate liability to the Parties (and their respective affiliates, successors, and assigns) arising out of or in connection with this Engagement Letter or the Monitor's services hereunder shall not exceed the Total Monitor Fee actually paid to the Monitor as of the date on which the applicable claim accrues. In no event shall the Monitor be liable to any Party for any consequential, incidental, indirect, special, or punitive damages, regardless of the form of action or the theory of liability, even if the Monitor has been advised of the possibility of such damages.
The Parties acknowledge and agree that the Monitor's reports, findings, assessments, and recommendations are based upon the information made available to the Monitor and the procedures performed by the Monitor, and do not constitute a guarantee or assurance that all violations or instances of non-compliance have been identified. The Parties shall not seek to hold the Monitor liable for the acts, omissions, or conduct of any Party, any Individual Defendant, or any third party.
10. Indemnification
Each Party shall indemnify, defend, and hold harmless the Monitor, its partners, principals, employees, agents, and subcontractors (collectively, the "Monitor Indemnitees") from and against any and all claims, demands, actions, suits, losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees and court costs) arising out of or in connection with the Monitor's performance of its duties under this Engagement Letter, except to the extent such claims, losses, or expenses are finally determined by a court of competent jurisdiction to have been caused by the Monitor's gross negligence or willful misconduct.
The indemnification obligations set forth in this Section 10 shall be borne by the Parties in the same percentage allocation as the Total Monitor Fee set forth in Section 6.2 above (i.e., [Insert percentage]% by the Counterparty/Competitor-Employer and [Insert percentage]% by the Client/Employer). The Individual Defendants shall have no direct indemnification obligation under this Section 10, unless otherwise specified in the Settlement Agreement.
The indemnification obligations set forth in this Section 10 shall survive the termination or expiration of this Engagement Letter.
11. Insurance
The Monitor shall maintain professional liability (errors and omissions) insurance in an amount of not less than $[●] per occurrence and $[●] in the aggregate during the engagement term and for a period of not less than two (2) years following the termination or expiration of this Engagement Letter. [Insert minimum coverage amount, e.g., $[●] million per occurrence / $[●] million aggregate.]
The Monitor shall provide certificates of insurance evidencing such coverage to the Parties upon request. The Monitor shall provide not less than thirty (30) days' prior written notice to the Parties of any material change in, cancellation of, or failure to renew such insurance coverage.
12. Communications and Notices
All notices, reports, requests, demands, and other communications required or permitted to be given or made under this Engagement Letter shall be in writing and shall be delivered by hand, by nationally recognized overnight courier service, or by email (with confirmation of receipt), addressed as follows (or to such other address or contact as may be designated by written notice from the applicable party):
Monitor: [Insert Name, Title] [Insert Full Legal Name of Compliance Monitor] [Insert Address]
Email: [Insert Email]
Phone: [Insert Phone]
Client/Employer: [Insert Name, Title] [Insert Full Legal Name of Client/Employer] [Insert Address]
Email: [Insert Email]
Phone: [Insert Phone]
Counterparty/Competitor-Employer: [Insert Name, Title] [Insert Full Legal Name of Counterparty/Competitor-Employer] [Insert Address]
Email: [Insert Email]
Phone: [Insert Phone]
With copies to respective counsel:
Counsel for Client/Employer: [Insert Client/Employer Counsel Firm Name]
Attention: [●]
[Insert Address]
Email: [Insert Email]
Counsel for Individual Defendants: [Insert Individual Defendants' Counsel Firm Name]
Attention: [●]
[Insert Address]
Email: [Insert Email]
Counsel for Counterparty/Competitor-Employer: [Insert Counterparty/Competitor-Employer Counsel Firm Name]
Attention: [●]
[Insert Address]
Email: [Insert Email]
Notices shall be deemed given (a) when delivered by hand, (b) on the next business day following deposit with a nationally recognized overnight courier service, or (c) when sent by email (with confirmation of receipt), in each case addressed as set forth above.
13. Relationship to Settlement Agreement and Consent Order
This Engagement Letter is entered into pursuant to and subject to the terms of the Settlement Agreement and the Consent Order. The Monitor acknowledges that it has received and reviewed copies of the Settlement Agreement (including all Exhibits thereto) and the Consent Order, and that it is familiar with the terms and provisions thereof.
In the event of any conflict or inconsistency between any term or provision of this Engagement Letter, on the one hand, and any term or provision of the Settlement Agreement or the Consent Order, on the other hand, the terms and provisions of the Settlement Agreement or the Consent Order, as applicable, shall control.
Nothing in this Engagement Letter shall be construed to limit or modify the rights, obligations, or remedies of any Party under the Settlement Agreement or the Consent Order, except as expressly set forth herein.
14. Governing Law
This Engagement Letter shall be governed by and construed in accordance with the laws of the State of [Insert governing law state], without regard to its conflict-of-laws principles.
15. Jurisdiction
The Monitor and the Parties hereby consent to the exclusive jurisdiction of [Insert Court Name] for any disputes arising out of or relating to this Engagement Letter or the Monitor's engagement hereunder. The Monitor and the Parties hereby waive any objection to venue in such Court and any claim that such Court is an inconvenient forum.
16. Amendment and Waiver
This Engagement Letter may be amended, modified, or supplemented only by a written instrument duly executed by the Monitor and both Parties (the Client/Employer and the Counterparty/Competitor-Employer). No amendment shall be effective unless it is in writing and signed by all parties hereto.
No waiver of any provision of this Engagement Letter shall be effective unless it is in writing and signed by the party against whom such waiver is sought to be enforced. No failure or delay by any party in exercising any right, power, or remedy under this Engagement Letter shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power, or remedy preclude any other or further exercise thereof or the exercise of any other right, power, or remedy.
17. Entire Agreement
This Engagement Letter, together with the Settlement Agreement (including all Exhibits thereto), the Consent Order, and the Letter Agreement Among the Parties and the Monitor re: Information-Sharing and Access, constitutes the entire agreement among the Monitor and the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations, and discussions, whether oral or written, relating to such subject matter.
18. Counterparts
This Engagement Letter may be executed in one or more counterparts, each of which shall be deemed an original, and all of which, taken together, shall constitute one and the same instrument. Execution and delivery of this Engagement Letter by facsimile, portable document format (.pdf), or other electronic transmission shall be deemed to be, and shall have the same legal effect as, execution and delivery of an original counterpart.
[Signature Page Follows]
SIGNATURE PAGE TO COMPLIANCE MONITOR ENGAGEMENT LETTER
IN WITNESS WHEREOF, the parties hereto have caused this Engagement Letter to be duly executed as of the date first written above.
COMPLIANCE MONITOR:
[Insert Full Legal Name of Compliance Monitor]
By: ________
Name: [Insert Name of Authorized Signatory]
Title: [Insert Title]
Date: ________
CLIENT/EMPLOYER:
[Insert Full Legal Name of Client/Employer]
By: ________
Name: [Insert Name of Authorized Signatory]
Title: [Insert Title]
Date: ________
COUNTERPARTY/COMPETITOR-EMPLOYER:
[Insert Full Legal Name of Counterparty/Competitor-Employer]
By: ________
Name: [Insert Name of Authorized Signatory]
Title: [Insert Title]
Date: ________
SCHEDULE 1 TO ENGAGEMENT LETTER
Engagement Team and Key Personnel
The following individuals shall serve as the Monitor's key personnel responsible for performing the monitoring activities contemplated by the Engagement Letter. Any changes to the key personnel listed below shall require the prior written consent of the Parties, which consent shall not be unreasonably withheld, conditioned, or delayed.
Lead Engagement Partner / Principal:
Senior Engagement Manager:
Additional Team Members:
All members of the engagement team are subject to the confidentiality obligations set forth in Section 8 of the Engagement Letter and have been screened for conflicts of interest in accordance with Section 7 of the Engagement Letter.
SCHEDULE 2 TO ENGAGEMENT LETTER
Fee Schedule
The following fee schedule sets forth the Total Monitor Fee, installment payment amounts, and cost allocation between the Parties for the Monitor's services under the Engagement Letter.
1. Total Estimated Fee:
2. Hourly Rates (if applicable):
[Insert notation if fees are structured as a fixed fee rather than hourly rates, or if a blended rate applies.]
3. Installment Schedule:
4. Cost Allocation:
Each Party shall be invoiced separately for its respective share of each installment in accordance with Section 6.3 of the Engagement Letter. Invoices shall be payable within [●] days of receipt. Expenses shall be allocated and invoiced in the same percentages set forth above, in accordance with Section 6.4 of the Engagement Letter.
[End of Exhibit D]
Field | Details
Name | [Insert Name]
Title | [Insert Title]
Email | [Insert Email]
Phone | [Insert Phone]
Role | Overall engagement oversight; primary point of contact for the Parties and counsel; responsibility for review and approval of all Quarterly Reports and Court Reports
Field | Details
Name | [Insert Name]
Title | [Insert Title]
Email | [Insert Email]
Phone | [Insert Phone]
Role | Day-to-day management of monitoring activities; coordination with the Parties and Forensic Vendor; preparation of Quarterly Reports; interview coordination
Name | Title | Role
[Insert Name] | [Insert Title] | [Insert description of role and responsibilities]
[Insert Name] | [Insert Title] | [Insert description of role and responsibilities]
[Insert as applicable] | [Insert as applicable] | [Insert as applicable]
Description | Amount
Total Monitor Fee (for the [●]-month engagement term) | $[●]
Personnel | Hourly Rate
Lead Engagement Partner / Principal | $[●]
Senior Engagement Manager | $[●]
Additional Team Members | $[●]
Administrative / Support Personnel | $[●]
Installment | Period Covered | Due Date | Amount
First Installment | [●] through [●] | [●] | $[●]
Second Installment | [●] through [●] | [●] | $[●]
Third Installment | [●] through [●] | [●] | $[●]
Fourth Installment | [●] through [●] | [●] | $[●]
Total | $[●]
Party | Allocation Percentage | Estimated Total Share
[Insert Counterparty/Competitor-Employer Name] | [●]% | $[●]
[Insert Client/Employer Name] | [●]% | $[●]
Total | 100% | $[●]

EXHIBIT D

SIGNATURE PAGE TO COMPLIANCE MONITOR ENGAGEMENT LETTER

COMPLIANCE MONITOR:

CLIENT/EMPLOYER:

COUNTERPARTY/COMPETITOR-EMPLOYER:

SCHEDULE 1 TO ENGAGEMENT LETTER

SCHEDULE 2 TO ENGAGEMENT LETTER

Record

Parties

Dates

Amounts