Attachment_J1_and_J2.docx

Attachment J1

OVERSEAS PRIVATE INVESTMENT CORPORATION

Policy For Outside Attorneys Fees and Expenses

I. OPIC will reimburse a law firm for reasonable and actual out-of-pocket payments made to third-party vendors for the following items:

· expert witness fees

· coach-class air fare (lowest available rate/class)

· outside messenger services

· bond fees and premiums postage

OPIC will not pay for markups or surcharges added by the law firm to the items Listed above.

II. OPIC will not pay for:

storage charges

Attachment J2

CERTAIN OBLIGATIONS REGARDING POTENTIAL CONFLICTS OF INTEREST

Pursuant to the contract dated as of _____________(the “Contract”) by and between _______________ (the “Firm”) and the Overseas Private Investment Corporation (“OPIC”), the Firm has agreed to represent OPIC in connection with providing legal advice and representation in administrative matters related to the OPIC Equal Employment Opportunity Program, as further described in the Contract (such representation, the “OPIC Representation”, the project, transaction or other matter giving rise to such representation, the “OPIC Representation Matter”).

(A) Annexes. In connection with the OPIC Representation, the Firm confirms to OPIC that:

(1) attached hereto as Annex A are the names of the individual attorneys and paraprofessionals who will constitute the team handling the OPIC Representation (such team, the “OPIC Team” and each member of such team, an “OPIC Team Member”), and the attorney who will have primary responsibility for the OPIC Representation (the “Team Leader”);

(2) attached hereto as Annex B are acknowledgements of the obligations set forth herein (the “Conflicts Obligations”), substantially in the form attached hereto as Exhibit 1, executed by each OPIC Team Member as of the date of the Contract; and

(3) attached hereto as Annex C is a fair summary of each matter in which the Firm, as of the date of the Contract, represents any party to any matter in which OPIC is involved (an “OPIC Matter”), including any party to the OPIC Representation Matter.

(B) Obligations. In connection with the OPIC Representation, the Firm agrees that:

(1) during the course of the OPIC Representation, no OPIC Team Member shall, without OPIC’s prior written consent: (i) represent, in any OPIC Matter, any party other than OPIC, or (ii) represent, in any matter, any party to the OPIC Representation Matter other than OPIC. Notwithstanding the preceding sentence, OPIC Team Members may represent an export credit agency or a multilateral development institution (a “Permissible Party”) in any matter other than an OPIC Matter upon prior notice to and consultation with the OPIC project attorney assigned to the OPIC Representation Matter (the “Project Attorney”).

(2) no OPIC Team Member shall discuss or otherwise communicate any information regarding the OPIC Representation Matter that could be considered sensitive or confidential with any attorney or paraprofessional of the Firm unless such individual is an OPIC Team Member or OPIC has specifically consented to such communication. If there is any ambiguity or doubt as to whether any such information is sensitive or confidential, the Team Leader shall discuss such issue with the Project Attorney, who shall make the final determination.

(3) No OPIC Team Member shall discuss or otherwise communicate any information whatsoever regarding the OPIC Representation Matter with any attorney or paraprofessional of the Firm who is representing, in any other OPIC Matter, any party other than OPIC.

(4) The Firm shall implement appropriate internal procedures to limit access to all files relating to the OPIC Representation Matter, whether on hard copy, computer drives or disks, microfiche or otherwise, to OPIC Team Members.

(5) Each attorney and paraprofessional involved in OPIC Representation shall be deemed an OPIC Team Member except: (i) attorneys who are consulted by OPIC Team Members with respect to discrete matters that are neither sensitive nor confidential, provided that such attorneys are provided with only the information needed to render the requested advice; and (ii) paraprofessionals who assist solely with ministerial matters in connection with the OPIC Representation. If there is any ambiguity or doubt as to whether any matter is sensitive or confidential, the Team Leader will discuss the issue with the Project Attorney, who shall make the final determination.

(6) Without limitation on the relevant provisions of the Contract, no attorney or paraprofessional shall be added to the OPIC Team unless such individual has been informed of these Conflicts Obligations and any procedures adopted by the Firm to facilitate compliance herewith, and has agreed to abide by these Conflicts Obligations by delivery to OPIC of an executed acknowledgement substantially in the form of Exhibit 1 hereto.

(7) During the course of the OPIC Representation, and subject to other provisions hereof, the Firm shall not, without prior notice to and consultation with the Project Attorney, represent (i) in any OPIC Matter, any party other than OPIC, or (ii) in any matter that is not an OPIC Matter, any party to the OPIC Representation Matter other than a Permissible Party.

(8) Upon completion of the OPIC Representation, the Firm shall give notice to OPIC specifying the date of completion, which date, when such notice is accepted and countersigned by OPIC, shall constitute the date of completion of such representation.

(9) These Conflicts Obligations do not reduce or modify any of the professional or ethical obligations applicable to the Firm or any of its attorneys or paraprofessionals.

(C) Notices. All notices to OPIC hereunder shall be sent by facsimile transmission (provided the original copy is sent promptly thereafter by first class mail), courier or overnight mail to the Project Attorney at the following address:

Overseas Private Investment Corporation 1100 New York Avenue Washington, D.C. 20527 Fax no. (202) 408-0297

ACKNOWLEDGED AND AGREED BY THE FIRM AS OF THE DATE OF THE CONTRACT: