Extract to table

This engagement shall become effective upon countersignature of this letter by an authorized officer of TMC

C&H will negotiate, draft, and structure supplemental environmental project agreements and associated compliance schedules as components of the consent decree settlement, to the extent the Client elects to propose and the government agrees to accept such projects in mitigation of civil penalties

1, total professional fees (excluding disbursements, out-of-pocket expenses, and fees and expenses of local counsel) for the scope of representation described in Section 3 of this letter shall not exceed Four Million Five Hundred Thousand Dollars ($4,500,000) (the "Fee Cap")

Payment shall be made by wire transfer in U

Confidentiality and Privilege All communications between C&H and the Client, whether oral, written, or electronic, are intended to be, and shall be treated as, privileged and confidential communications protected by the attorney-client privilege and the work-product doctrine

The arbitration shall be conducted before a single arbitrator selected in accordance with AAA procedures