Content Subject o the Atoney Cent Prlege JARRARD PHILLIPS CATE & HANCOCK ‘CONSULTING SERVICES AGREEMENT TO ASSIST LEGAL DEPARTMENT IN FORMULATING LEGAL ‘STRATEGY AND PROVIDING PRIVILEGED AND CONFIDENTIAL LEGAL ADVICE TO NEW HANOVER REGIONAL MEDICAL CENTER ("AGREEMENT") ‘This AGREEMENT is made and entered into as of this 31+ day of May 2049 by and between Jarrard Philips Cate & Hancock, Ine, (Jarrard Ine"), located at 219 Ward Circle, Sulte 3, Brentwood, TN 37027 and the Department of Legal fairs, New Hanover Regional Medical Center ("Legal Department") located at 2134 S. 17H Street, Wilmington, NC 38404, In consideration of the mutual promises contained inthis Agreement, the parties agree as follows: 4. Sawizes. Logal Department retains Jarrard Inc to render strategie communications and ‘engagement consulting services solely fr the purpose of assisting legal counsel in rendering privileged and confidential legal advice to New Hanover Regional Medical Center (°NHRMC")-including formulating legal strategyin connection wth certain highly confidential matters involving legal due diligence, potential drafting and negotiation of ‘egal documents. and related cammunicatinn matters that implicate state and federal ‘ules and regulations and presert potentially materia liability sk to NHRMC and its ai flied owner of NHRC faites, New Hanover County, North Carolina. As such 2) Jarrard Inc shall work under direction ofthe Lege! Department and report directly to ‘General Counsel, Lynn Gordon, directing all communication to the General Counsel NHRMC leadership may share confidential business information with Jecrard Ine at the direction of the General Counsel forthe purposes ofthis engagement between the Legal Department and Jarrard Inc ‘All communications between Jarrard Inc and Legal Department shall be confidentisl ‘attorney-client work produet, and all documents and work product prepared by la riod Inc are confidential and shall be treated as such, ©) Jarrard ine shall abel all documents and communications, including emails, as “attomey-ClientPrivlege/Work Product Communication ‘ecm. This Ageement shall be effective from the date first set forth above unt ‘terminated in accordance with the provisions of Paragreoh 5, 3. Fags, Jarrard ine shall charge the Legal Department directly atthe applicable hourly rate, begining May 31%, 2019, Hourly rates range from Dor CECI for Partners ABD Seri Vice Preside AHHOT Vico Presidents; AMBION Rszaciate Vice Presidents, Stor Senior Managing Advisors, Bor Managing Advisors; (Qf or Aovisors, BPIor Associate Advisors. Houty rates fr individuals may increase over the lie ofthe contract. In ition to the hourly fes, the Legel Department agrees to pay Jarrard ine an industry standard 5% af the bilings as an administration fee for general10. a. Confidential: Subject to the attorney Client Privilege services such as accounting, related travel and schedule coordination, Legal Department service administrative duties, conference calls and phone costs, and other firm expenses and actions related to the Legal Department. Jarrad inc shall invoice the Legal Department on a monthly basis. A late fee of 1.5% shall be charged against any outstanding balance due over 30 days. Legal Department agrees to pay any costs or attorney fees Jarrard Inc incurs to collect Legal Department's delinquent account. Expenses. Jarrard inc wil bil Legal Department for reasonable travel and travel related expenses at cost ‘Termination. Either party may terminate this Agreement upon written notice to the other party Reasonable Efforts. Legal Department acknowledges that the services provided under this Agreement require the creativity and professional judgment of Jarrard inc, as it works ‘with Legal Counsel to formulate legal strategy and ctherwise render legal advice to NHRMC. ‘Non-Solicitation. We, like you, devote our time and energy to the training and experience of our staff. Therefore, each of us agrees nat to hire, emplay or engage as an ‘independent contractor or consultant, any ofthe other part's employees without written Consent of the other party, during the term of this agreement and fora ane year period ‘thereafter. In the unlikely event that either party violates this provision, such party will pay the other party a recruiting fee equal to $100,000, which the parties agree is a reasonable estimate of actual damage in lost revenues, recruiting feos and productivity costs associated with a replacement Choice of Law: Arbitration, This Agreement shall be governed by and construed under the laws of the State of North Carolina. Any controversy or claim arising out of or relating ‘to this Agreement shall be settled by arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association, and judgment upon the award rendered by the arbitrators) may be entered in any court having jurisdiction, ‘Warranty, Jarard Inc. services will be performed in accordance with generally and ‘currently accepted consulting principles and practices. This warranty isin lieu ofall other ‘warranties either expressed or implie. Indemnification. n the event Jarrard Inc. through no negligence, breach of contract, or ‘aultof its own, is named as a party to, is required to participate in, or is subject to a subpoena arising from. a lawsuit, arbitration, investigation, or adversary proceeding involving the Legal Department or NHRMC, the Legal Department agrees to compensate Jarrard inc. at its normal hourly rates for its owners’ and emplayees’ involvement and to ‘indemnity and hold Jarrard inc. harmless from and against any loss, damages, costs, and attorney’s fees it incurs associated with such lawsuit arbitration, investigation, or ‘adversary proceeding. Entire Agseement, This Agreement sets forth the entire understanding between the parties, and cannot be changed, modified or canceled except by an instrument signed by the party sought to be bound‘Content: Subject to the Attorney Cent Prvlogs 12, Confidentiality Agreament, Its the mutual desire of both parties hereto to proserve the secrecy and confidentiality of NHRMC's confidential and proprietary business, interests, ‘and activities, including but not limited to information about its marketing plane, marketing researeh, product, sales, activity and categories, other internal activites, and ‘also information about areas in which the Legal Department is becoming active or might have any interest and that all such information provided to Jarrard Ine wll bein ‘connection withthe privileged engagement. \€ the foregoing correctly sets forth our agreement, please execute each orginal in the place indicated returning one orginal to Jarrard Philips Cate & Hancock, Ine IN WITNESS WHEREOF, this Agreement is made and entered into as ofthe date frst written above. JARRARD PHILLIPS CATE. @ Hyplcock, INC. Department of Legal flrs By: By Name: Anne Hancock Toomey Name: Lynn Gordon, Esq, Tile: Partner Tile: Chief Legal Ofcer and General Counsel pate: _(o/ 2114, ee