Extract to table

To the extent that Meridian accepts the defense and agrees to pay defense costs, whether in whole or in part, the Client's out-of-pocket obligations under this engagement letter may be correspondingly reduced

We will work with the Client and with Meridian to coordinate billing and payment arrangements in the event that Meridian agrees to fund all or a portion of the defense costs

However, until and unless Meridian accepts the defense without reservation and agrees to pay defense costs on an ongoing basis, the Client remains fully responsible for all fees and costs incurred under this engagement letter

Confidentiality and Privilege All communications between the Firm and the Client relating to this engagement are intended to be, and shall be treated as, subject to the attorney-client privilege and the protections afforded by the work-product doctrine

Upon termination of the engagement by either party, the Firm's obligations under this engagement letter shall survive with respect to the Firm's duties of confidentiality and the preservation of the attorney-client privilege, which obligations shall continue in perpetuity regardless of the termination of the engagement

Governing Law This engagement letter shall be governed by and construed in accordance with the laws of the District of Columbia, without regard to its conflict-of-laws principles