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ATTACHMENT A <br />(Continued) <br />TIME LIMIT ON CLAIMS - In no event shall any action against you or Crowe, arising from or <br />relating to this engagement letter or the services provided by Crowe relating to this <br />engagement, be brought after the earlier of 1) two (2) years after the date on which occurred the <br />act or omission alleged to have been the cause of the injury alleged; or 2} the expiration of the <br />applicable statute of limitations or repose. <br />RESPONSE TO LEGAL PROCESS - If we are requested by subpoena, other legal process, or <br />other proceedings to produce documents pertaining to you and we are not a named party to the <br />proceeding, you will reimburse us for our professional time, plus out-of-pocket expenses, as <br />well as reasonable attorney fees we incur in responding to such request. <br />MEDIATION - If a dispute arises,. in whole or in part, out of or related to this engagement, or <br />after the date of this agreement, between you or any of your affiliates or principals, and Crowe, <br />and if the dispute cannot be settled through negotiation, you and Crowe agree first to try in <br />good faith to settle the dispute by mediation administered by the American Arbitration <br />Association under its mediation rules for professional accounting and related services disputes <br />before resorting to litigation or any other dispute-resolution procedure. The results of <br />mediation shall be binding only upon agreement of each party to be bound. Costs of any <br />mediation shall be shared equally by both parties. <br />JURY TRIAL - In the unlikely event that differences concerning our services or fees arise <br />between us that are not resolved by mutual agreement or mediation, you and we agree to waive <br />a trial by jury to facilitate judicial resolution and save the time and expense of both parties. <br />LEGAL AND REGULATORY CHANGE -The scope of services and the fees for the services <br />covered by the accompanying letter are based on current laws and regulations. If changes in <br />laws or regulations change your requirements or the scope of our work, you and we agree that <br />our fees will be modified to a mutually agreed-upon amount to reflect the changed level of our <br />effort. <br />NON-SOLICITATION -You and we acknowledge the importance of retaining key personnel. <br />Accordingly, both parties agree that during the period of this agreement and for one year after <br />its expiration or termination, neither party will solicit any personnel of the other party for <br />employment without the written consent of the other party. If an individual becomes an <br />employee of the other party, the other party agrees to pay a fee equal to the individual's <br />compensation for the prior full twelve-month period to the original employer. <br />AFFILIATES -Crowe Horvath LLP is an independent member of Crowe Horvath <br />International, a Swiss verein. Each member firm of Crowe Horvath International is a separate <br />and independent legal entity. Crowe Horvath LLP and its affiliates are not responsible or liable <br />for any acts or omissions of Crowe Horvath International or any other member of Crowe <br />Horvath International and specifically disclaim any and all responsibility or liability for acts or <br />omissions of Crowe Horvath International or any other member of Crowe Horvath <br />International. Crowe Horvath International does not render any professional services and does <br />not have an ownership or partnership interest in Crowe Horvath LLP. Crowe Horvath <br />International and its other member firms are not responsible or liable for any acts or omissions <br />of Crowe Horvath LLP and specifically disclaim any and all responsibility or liability for acts or <br />omissions of Crowe Horvath LLP. <br />