[Date (ie.

July 31, 2002)]

[Name of Expert]
[Address of Expert]

Dear Sir or Madam:

This will confirm that we have engaged you to consult with us in connection with pending and
anticipated litigation involving [Name of other party to legal proceeding]. The terms of the
engagement are as follows:

1. Although the specific scope of your services may be modified or refined during the
course of the proceedings, we generally intend to seek your analysis and advice regarding
[Briefly describe nature of advice and consultation required].

2. All work under this engagement, including any reports, data, notes, work papers,
correspondence or other documents you may generate or receive are to be considered
confidential work product. All such documents (and any information they contain that is
not publicly available data) may be used only for purposes of this engagement and may
not be disclosed to anyone without our written consent in advance. In fact, the very
existence of your engagement must be kept confidential and may not be disclosed by you
without our written consent. Additionally, in order to review various documents and other
materials produced in this action, it may be necessary for you to sign an Affidavit
confirming your acquiescence to the terms of the parties’ Confidentiality Agreement in
this matter.

3. In recognition of the confidential nature of this engagement, you agree not to discuss
your work with anyone else and to notify us promptly if you receive:

(a) Any request to reveal information related to the engagement or to examine,

inspect or copy any documents you generate or receive; or

(b) Any actual or attempted service of a subpoena, summons or order purporting to

require the disclosure of any such information or documents.

4. You have assured us that you do not have any conflict of interest which might interfere
with your performance of the services contemplated by this engagement, and you agree to
avoid any such conflict in the future. More specifically, it is understood that until this
matter is resolved (including any appeals), you will not accept any request to assist
anyone else regarding the subject matter of this engagement or accept any engagement
 -2-

for any other party to the litigation regarding any other matter, without our written
consent in advance.

5. Your fees will be [Hourly Rate (ie. $250.00)] per hour. In addition, you will be entitled to
reimbursement for reasonable disbursements (at your cost) incurred in connection with
this engagement, including expenses for travel, photocopying, toll calls and the like.

6. You will be working under the exclusive direction of [Name of Person or Position who
will be instructing expert].

7. Any and all intellectual property created during the course of this engagement shall be
considered a work for hire and our property.

8. We may terminate this agreement at any time, in which event you must stop all work
immediately and bill only for the work performed and disbursements made prior to the
termination. However, in the event of such termination, the restrictions described in
paragraphs 2, 3 and 4 above will remain in effect.

Please acknowledge that you accept these terms by signing the enclosed copy of this letter below
and returning it to us.

Yours truly,

[Name of Signatory to Letter]

Agreed to and accepted this _____ day of ____________________, 20_____.

[Name of Expert]