Neutral Case Analysis Agreement

The undersigned parties, legal counsel, and/or authorized representatives (collectively, the “Parties” or, individually, a “Party”) agree to engage the Hon. Brian A. Davis (Ret.) d/b/a BADavis ADR, LLC (the “Analyst”) to conduct a neutral analysis and evaluation of the matter captioned.

The Parties further agree as follows:

1. Disclosures.

The Analyst and the Parties acknowledge and agree that they have disclosed any past or present relationship or other information that a reasonable person would believe could influence the Analyst’s objectivity or impartiality, and that no conflict of interest or appearance of a conflict of interest exists.  

In addition, the Analyst provides services in association with the law firm of Pierce, Davis & Perritano, LLP (“PDP”).  The Analyst is not aware of any aspect of his association with PDP that would create a conflict or otherwise interfere with his ability to act as Analyst with respect to this matter.  The Parties specifically acknowledge and agree that the Analyst’s association with PDP does not constitute a conflict of interest or the appearance of a conflict of interest.

The Parties further acknowledge and agree that the Analyst is not acting as an attorney or otherwise providing legal advice to or on behalf of any Party, and that no attorney-client relationship with the Analyst and/or PDP is created by virtue of this Neutral Case Analysis Agreement.  

2. Compensation.

The Parties agree to compensate the Analyst in a timely manner in accordance with the BADavis ADR, LLC Fee Schedule, the terms of which are incorporated herein by reference.  

3. Confidentiality.

In order to promote an open and productive dialogue and help facilitate the work of the Analyst, the Parties acknowledge and agree that any and all written and oral communications made in the course of or as a result of the Analyst’s work, including the Analyst’s notes, work product, and opinions, are and shall remain confidential and shall not be subject to disclosure in any judicial, administrative, or private proceeding.    

The confidentiality obligations and restrictions set forth herein shall not apply to any information that all of the Parties agree in writing may be disclosed, or to any information about the Analyst’s fees and expenses payment, and payment arrangements.  Further, the Parties may disclose information about the Analyst’s work to their respective attorneys, financial advisors, or counselors, and, in the case of a business or non-profit organization, those within the business or organization with a need to know, provided, however, that all such individuals and/or entities shall be informed by the Party providing them with the information that it is confidential and subject to the terms of this Neutral Case Analysis Agreement.  

Notwithstanding the foregoing, the Analyst may disclose information obtained during this engagement concerning: (a) the threat of future child abuse or neglect; (b) the risk of serious physical harm to an individual; (c) the planned commission of a crime; or (d) evidence relating to the Analyst’s purported liability in any action or proceeding against the Analyst arising from this engagement.    

4. Exclusion of Liability.

The Parties agree that neither the Analyst, nor any person assisting the Analyst with this engagement, shall be liable to any Party under any theory for any act or omission in connection with this Neutral Case Analysis Agreement or any services provided hereunder.  

5. Retention of Documents and Materials.

Unless the Parties instruct the Analyst otherwise in writing, all documents or other materials provided to the Analyst by the Parties in connection with this engagement may be destroyed by the Analyst sixty (60) days after the conclusion of the engagement.

6. Law Governing and Execution in Counterparts.

This Neutral Case Analysis Agreement and any and all claims, matters, or proceedings arising out of or related in any way to this Neutral Case Analysis Agreement and/or any services rendered hereunder shall be governed by the laws of the Commonwealth of Massachusetts, including its rules regarding conflicts of law.  

This Neutral Case Analysis Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which shall be considered one and the same valid and enforceable agreement.  

By signing below, the Parties acknowledge that they understand and agree to the terms set forth above, and that they have entered into this agreement voluntarily.

[Signatures]