THE BosTON CONSULTING GROUP ATTACHMENT A: Working with BCG — our standard terms ‘The following are the standard terms under which BCG has successfully worked with our clients globally for many years, and under which we agree to work with you. Protecting Client Confidential Information In the course of providing services, we will necessarily learn non-public information about your business. We will keep this information confidential at all times--sharing it only on a need-to- know basis with BCG staff members and with contractors who assist us with the production of our reports and presentations. All BCG employees sign an Employee Agreement requiring them to maintain the confidentiality ofall client material. Contractors sign similar agreements. If you wish to see any of these contracts, we will be glad to provide them. ‘We will not otherwise disclose information you give us in confidence, unless we are required to do so by Jaw, subpoena, or government order. If we believe we must make such a disclosure, we will contact you immediately. In accordance with BCG’s standard policy, we will return or destroy all of your confidential information at the end of our assignment with you. It is our practice to keep one confidential copy of every proposal, report, and presentation for our records. Unless you ask us to do otherwise, we will also retain information to be used in any ongoing work with you and one copy of materials necessary to explain the analysis contained in our presentations and reports. We will not, except upon your request, keep any drafts of our work. “We reserve the right to disclose publicly in marketing materials or otherwise that we are supporting the School District of Philadelphia. However, in the course of any such disclosure, we will not, without your prior consent, disclose any confidential information relating to the work that we do with you. Safeguards for Companies in the Same Industry Serving multiple companies in the same industry allows us to deepen our industry knowledge and increases our ability to take an informed view of the strategic issues facing our clients. We ‘maintain internal safeguards that enable us to work for clients in the same industry without compromising our commitment to protect the confidentiality of proprietary information. ‘Accordingly, we do not generally enter into exclusive arrangements with any single company in an industry.Tue Boston CONSULTING GRouP We do, however, take special precautions when we serve clients in the same industry, Specifically, we will not assign consultants who have worked with you to serve a competitor on projects similar to the one BCG has undertaken with you, for at least one year following the conclusion of the individual's work with you. ‘The only exception is that the team providing services to you may include senior professionals who serve as BCG practice area leaders (PALs) or topic experts. PALs and topic experts specialize in an industry or a specific business discipline. The involvement of such an individual in your assignment will not preclude them from working for other clients in your industry. ‘These individuals, like all BCG personnel, will at all times maintain the confidentiality of your proprietary information and the recommendations we make to you. Client Ownership and Disclosure of Presentations and Reports Presentations, reports, and other material that BCG provides to you will become your property Clients do not acquire any rights to our drafts, notes, analyses, and other work papers. In addition, you agree that you will not redistribute our presentations, reports and other material outside of your organization without our approval, which we will not unreasonably withhold. We require that you seek our approval for three reasons. First, we believe that the possibility of public disclosure of our advice could constrain how we work with you, impeding the success of our work together. Second, we seek to avoid the misunderstandings that may arise if our advice is shared with third parties, who may not appreciate the scope or other relevant details of a project. Third, we are not willing to assume any legal obligations to non-clients that could arise from the redistribution of our work In any case in which we agree to disclosure of BCG’s work to third parties, we will ask that you execute a more specific agreement governing that disclosure and requiring that you indemnify BCG against any claims that may arise in that context. In general, we require that you hold us harmless for any reasonable costs that we may incur if we are required to testify as a witness, or if ‘we are named as a party to a lawsuit by a third party, arising from the work we perform for you. Ofcourse, we would not expect such indemnity in the unlikely event of gross negligence or willful misconduct on our part. In addition, because of the nature of the risk involved, except as required by law, no reference may be made to BCG in any prospectus, proxy statement, offering memorandum or comparable document, or materials prepared for public distribution.THE Boston CONSULTING GROUP BCG’s Continuing Ownership of its Intellectual Property ‘As BCG provides you with ownership of the deliverables from a project, BCG retains all rights to the underlying intellectual property contained in those materials. That intellectual property. includes our knowledge of business principles, and those analytical concepts, approaches, methodologies, models, processes, discoveries, ideas, and formats developed by BCG staff in the course of our work for clients, or during our own research. Retaining ownership of our intellectual property enables us to apply our expertise on behalf of all of our clients. In the course of our work with you, BCG may also develop or enhance our knowledge. BCG will be free to sanitize and share such experience with our consulting staff to permit the continuing growth of BCG intellectual property. The BCG officer who manages BCG’s relationship with you will be responsible for ensuring that, in sharing such knowledge and insights, BCG continues to preserve the security of all confidential information and competitively sensitive information related to our work with you. Although we cannot assign to you outright ownership of our intellectual property, you may use within your organization any BCG intellectual property to the extent that it will enable you to implement the ideas and recommendations that BCG provides. Your BCG Team ‘We will assign a team of qualified professionals to work with you. We expect that your employees will work closely with, or be members of, a joint tam. In doing our work we will rely on historical data, instructions or assumptions you provide. You are responsible for the accuracy of this information. BCG believes that diversity contributes to excellence. As a matter of policy, we staff our teams with an appropriate mix of consultants from our offices around the world, without regard to gender, race, sexual orientation or religion, We will not accept an assignment ifa client seeks to impose staffing restrictions in conflict with this policy. We do not provide legal, accounting, or tax advice that may have a bearing on the recommendations provided by BCG. We anticipate that you will retain your own experts in these disciplines. ‘At your direction we will work together with other professional firms. We will discuss any such work with you in detail in advance, so that all parties will have clear expectations about the respective responsibilities on the assignment. We are not responsible for work done by other: patties.THE BosTON CONSULTING GRouP We believe in a continuing and open dialogue with our clients about our successes and areas for improvement. Accordingly, please discuss with us, at any time, the quality of our team, and whether you are satisfied with our work. From our side, we ask for qualitative and quantitative feedback at the end of every major assignment, and often suggest an implementation review six to nine months after a project has been completed. If BCG fails to fulfill its commitments to you, we will be liable for the damages that may result, up to the amount of the fees paid by you for that work. Any liability, however, will exelude payment for any indirect, consequential, punitive, or other special damages. Itis our practice not to recruit staff from our clients, and we ask the same of you. We agree that if any member of your staff secks a position with us, we will discuss the matter with you before moving ahead. We request a similar courtesy of you. ‘The senior members of the BCG team serving you will be happy to respond to any questions that you may have about these terms. We look forward to working with you.