Preferred Counsel for General Commercial Matters North America

______Corporation

Request for Proposal

Preferred Counsel for General Commercial Matters – North America

August __, 2008

This letter (and the confidential information contained in it) constitutes a Request to your firm for a Price Proposal (RFP)to represent XXX Corporation and certain of its subsidiary and affiliated entities ("XXX") as XXX’s preferred provider of legal services related to General Commercial Matters, as defined below. This engagement will exist for an initial period of two (2) years, subject to a review by both parties after the initial six (6) month period. XXX very much appreciates your participation in this evaluative process subject to the terms and conditions detailed below.

1.0 INTRODUCTION

XXX, is a ______company with 2009 Revenues of $_____ billion.XXXhas more than ____ employees in research, manufacturing, sales and administrative facilities in every major market of the world. We are a leading global supplier of ______.

1.1 Purpose

The purpose of this Request for Proposal is to ensure the selection of the most appropriate outside counsel to advise and represent XXX in General Commercial Matters. The majority of XXX’s general commercial legal work is performed by its in-house lawyers located in the USA, Europe, Brazil and China, XXX seeks partners specializing in local laws and specific areas of the law. Through this RFP, we seek to establish a preferred relationship with a law firmin order to obtain efficient, cost effective and high quality legal representation through mutual commitment. The submission of a proposal permits XXX to evaluate objectively the capabilities of your firm, to consider your approach to legal services generally and, if selected, to pursue an ongoing dialogue for cost effective, quality representation regarding XXX’s General Commercial work.

1.2 Scope of the Work

Our intention is to retain preferred counsel to advise XXX regarding General Commercial Matters in the United States and Canada. Your firm can submit a proposal addressed to any one or more of these countries or jurisdictions.

All work related to XXX’s need for legal support forGeneral Commercial Matters will be awarded to preferred counsel except where conflicts arise. General Commercial Matters include, but are not limited to:

1. Commercial arrangements (e.g., sales, distribution, agency, purchasing, manufacturing, consulting and services contracts)
2. Cooperation arrangements (co-producer, manufacturing, joint development, joint venture and swap agreements)
3. General competition law advice (outside scope of M&A work)
4. General Legal Compliance and Training
5. U.S. Foreign Corrupt Practices Act and other anti-bribery issues
6. Embargoes and Boycotts; Anti-dumping
7. Data Privacy
8. Local Financing Arrangements (non-corporate) and credit issues
9. Company Secretarial Support, including legalizations, apostilles, notarizations, etc.

General Commercial Matters shall not include work associated with mergers, acquisition or divestitures. Representation related to these activities will be addressed in separate RFPs. Outside counsel spend for General Commercial Matters in 2009 is budgeted at approximately $ __.

1.3 Key Requirements – all selected firms must:

• Abide by XXX’s Outside Counsel Retention Policy and billing guidelines (Exhibit B to this RFP.)
• Train on and submit bills through XXX’s web-based electronic billing system provider.
• Keep all rates firm for a two year period.
• Perform hourly, task-based billing.

1.4 Organization of the Legal Department

XXX’s North America Commercial Law Group is located in ______headquarters location. ______, Vice President and AssociateGeneral Counsel-Commercial, is responsible for all legal commercial matters worldwide and reports to the General Counsel.

1.5 Confidentiality

Any information contained herein (and any related correspondence and/or attachments) is considered confidential and constitutes the proprietary business information of XXX. Neither the material herein or in related attachments or documents nor the substance of the information may be duplicated or transmitted to any individual or entity outside of your firm without prior written authorization from XXX.

At the conclusion of the evaluation and selection process, this material and any copies hereof must be returned to XXX.

1.6 Conflict of Interest

Please identify any direct or indirect "issue" or policy-driven conflict -- even if waivable or otherwise curable -- which might arise from your representation, broadly construed, of XXX. Additionally, please identify any "businessrelated" conflict that may exist as a result of your firm's representation of other companies that compete in markets in which XXX also competes.

1.7Costs

Any expenses you incur for preparing a proposal will not be reimbursed by XXX.

2.0 FIRM CAPABILITIES AND STAFFING

Please provide a general overview of your firm, specifically addressing at least the issues identified below:

2.1 Description of Your Firm

Please provide us with basic background information on your firm as a whole, such as size, number and location of offices, ratio of partners/associates, policies regarding legal assistants and associates and a description of the manner in which the firm is managed.

2.2Staffing and Team to Be Used

In which states and/or countries does your firm have staffed offices capable of providing representation to XXX?

Describe generally how your firm staffs matters. Please provide detailed information regarding the specific personnel you would use to advise XXX regarding commercial issues, including the level of experience of each individual (including paraprofessionals) involved. For international matters, please describe how such matters will be staffed and how work will be allocated to personnel in international locations.

2.3Law Firm Liaison

Attorneys in XXX’s Commercial Group will work with a counterpart from your firm to manage the relationship to be created if you are awarded preferred counsel status. Who do you propose to fill such an assignment for your firm, where would that person be located, what are his or her qualifications and how would you define the role? What costs, if any, will this add to your proposal?

2.4Minority Hiring and Support

Please describe your law firm’s commitment to hiring minority personnel and the degree to which the firm has partnered, or will partner in the future, with minority firms

2.5Loaning of Personnel to XXX (if needed)

Please address your firm's ability to loan personnel (both lawyers and paraprofessionals) on a one-month to twelve-month (cost-plus) basis to address staffing needs and temporary demands at XXX in the GeneralCommercialarea.

2.6Current and Past Work for XXX

Please identify and give a short summary of any work (irrespective of subject matter) that you or your firm is doing or has done for XXX or any of its affiliates, identifying both the specific XXX entity(ies) represented and the XXX lawyer(s) with whom your firm worked. Also identify each lawyer within your firm (and their respective location) that works or, in the past, has worked for XXX or any of its affiliates.

2.7 Training and Related Matters

Does your firm sponsor or conduct educational seminars and training events to which XXX's lawyers and managers would have access? Would you propose conducting such exercises for XXX specifically as part of this representation? How would we be charged, if at all, for such work?

3.0 PRIOR FIRM EXPERIENCE

3.1 PriorCommercial Work

Please provide a detailed discussion on what work, if any, your firm has previously done as counsel in the commercial law field on behalf of other chemical manufacturing companies. What special talents and expertise do you have, over and above what other firms possess in this regard?

3.2 Representative Matters

Please identify the matters that you (or the individuals you have proposed to work on this representation) have handled in the field of commercial law during the past three (3) years. Additionally, please detail any recent and noteworthy accomplishments (awards, writings, etc.) received by your firm in the commercial law area and related fields, including whether this work was performed by the dedicated team of personnel who would participate in the XXX work.

3.3References

Please provide two references (company, relevant official, address and phone number) that we may contact to discuss your representation of major corporations as counsel on General Commercial Matters.

4.0 STRATEGY

Please provide a discussion of key strategic considerations for internalizing the more routine aspects of XXX's General Commercial work, the development of form documents (contracts, disclosures, etc.) for future use, and other steps directed at improving and streamlining the process by which XXXaddresses commercial matters.

5.0 PRICE PROPOSAL for FEE ARRANGEMENTS

5.1 Billing Plan(s)

All proposed billing plans, both hourly and otherwise, should be entered into a separate spreadsheet entitled, ‘Commercial Outside Counsel RFP – Proposed Fees’ as part of your RFP submission.

Please provide the hourly rates for attorneys (both partners and associates, by name or class), legal assistants, case or clerical assistants, paraprofessionals, and any other hourly billers in your firm that you propose will be involved in the work described in this RFP. Please indicate all rate concessionsyou are willing to make with respect to hourly rate billing from the most senior to the most junior personnel. For counsel in international locations, please indicate all rates in US dollars.

In addition, please provide a detailed alternative billing plan or set of plans or options which you would propose as to how to fund this work other than on an hourly rate basis, including, but not limited to, a flat fee for selected services or a retainer arrangement for portions of this work. What other types of arrangements can you suggest to minimize fees, especially for routine tasks or matters?

For international matters, please indicate how such matters will be billed.

5.2"Favored Nations" Agreement

Are you willing to charge XXX on a "most favored nations" basis (i.e., rates no higher than those charged by your firm to your largest and most influential non-pro bono client)? If so, how would you establish and monitor that rate?

5.5 Technology and other Investments by Law Firm

XXX currently utilizes ______as its electronic billing system. It will be mandatory that all selected preferred firms partner with XXX to use this tool for all billing. Please specify if you have previous and/or current experience utilizing ______. If you do not have experience with this tool, you will be required to attend training. Please indicate your acceptance to attending training sessions for these tools.

5.7Policies

XXX’s Outside Counsel Retention Policy has been attached to this RFP. All firms who are selected as preferred partners for XXX’s General Commercial Matters must conform to this Policy. Please indicate in your proposal whether or not your firm, including all international locations, can and will conform to this Policy. NOTE – XXX REQUIRES HOURLY TASKED-BASED BILLING.

6.0 BUDGETING

6.1 Annual Budget

XXX requires outside counsel to submit an annual budget for each matter that counsel handles at the commencement of such matter. Budgets are updated each quarter to reflect changes in status or strategy. Please describe the process by which your firm develops a budget for a particular matter, including the person or persons involved in preparing the budget and the types of factors considered. Exhibit D is an example of the instructions that XXX submits to counsel each quarter regarding budget setting.Please indicate whether you have experience in responding to this type of request and identify any barriers that your firm may encounter in complying with the instructions set forth in this letter.

6.3 Budgetary Discipline

Please discuss your success in staying within previously established budgets and retainer agreements with other clients. Please discuss any budgetary challenges that you faced in such matters and the steps you took to overcome those challenges while staying within budget. Can you make an assurance that all budgeting forecasts with XXX will be updated at least on a quarterly basis, if not more frequently? Finally, how would you propose to handle situations when the firm is "over budget" on any particular task or matter?

7.0 EFFICIENT MANAGEMENT

7.1Number of lawyers anticipated to handle a matter. How deep in lawyers. How to minimize hours spent – repeat work/supervision, etc.

8.0 VENDOR ARRANGEMENTS AND LEGAL RESEARCH

8.1 VendorArrangements

We expect to pay no more than actual costs for all disbursements. What, if any, innovative preferred vendor arrangements (for law-related expenditures, i.e., duplicating and couriers) have you pursued in the past on behalf of other clients? Please comment.

8.2 Legal Research

Specifically, how would you handle legal research, including LEXIS, WESTLAW and other legal and tax database inquiries, as a part of this engagement on behalf of XXX? What assurances can you provide XXX that we will be charged no more than actual cost, or less, for this work? Do you have a database or library of relevant work product to which we would have access? How would you charge us for work based on or derivative of work product in such a database or library?

9.0 ETHICS

XXX is committed to the highest standards of ethical conduct by its employees and those acting on its behalf. Please describe what procedures your firm has implemented to ensure that its attorneys comply with the applicable rules of professional conduct.

10.0 OTHER ISSUES AND TOPICS YOU MAY WISH TO ADDRESS

Please discuss any other issues or considerations that you believe are relevant to your firm’s representation of XXX on General Commercial Matters. To the extent not already described in response to a previous question, please explain any measures you would undertake to control and reduce legal fees.

To what degree are the interests of XXX best served by hiring your firm? Identify here any mutuality of interests between our two firms, other clients you represent with common aims and objectives, and other points not set forth elsewhere in this RFP.

11.0 CONCLUSION

We appreciate your willingness to invest time to submit a thoughtful proposal for the representation of XXX. Only a limited number of outside counsel have been invited to participate in this evaluation and selection process. Your participation in this process demonstrates your desire to become a partner with XXX in the effective management and handling of our General Commercial Matters.

12.0 SUBMISSION

12.1Format of Proposal

Please provide three bound hard copies and one electronic copy by email of your proposal documents to the XXX contact listed below. Your proposal must be received by XXXin the specified formats no later than_____, [Bill to fill in]

12.2 Submission of Questions

Questions may be submitted in writing via e-mail to the XXXcontact listed below. Please note that all questions should be made directly to this contact. XXX Corporation will be extremely responsive to inquiries throughout this process to ensure adequate response time for suppliers.