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Upon your countersignature, this letter shall constitute the binding engagement agreement between the Firm and the Client

In the event of any inconsistency between this letter and the enclosed Terms and Conditions of Engagement, this letter shall control

Client Responsibilities To facilitate the efficient conduct of this engagement, the Client agrees to the following: (a) Designated Points of Contact

Governing Law This engagement letter, together with the enclosed Terms and Conditions of Engagement, shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict-of-laws principles

The Firm's obligations of confidentiality as described in Section 8 above, and as otherwise required by the applicable Rules of Professional Conduct, shall survive the termination of this engagement and shall continue in full force and effect indefinitely

on the terms set forth herein, and that the undersigned has read, understood, and agrees to all such terms, including the Firm's standard Terms and Conditions of Engagement incorporated herein by reference