Free Statement - District Court of Arizona - Arizona

Diane Mann, et al. p
v. ·
GTCR Golder Rauner, L.L.C., et al. `
CIV 02-02099 PHX RCB
Kirkland & Ellis’ Statement of Facts in Support of Motion for Summary Judgment
. . Regarding Vicarious Liability _
Exhibit 2
Letter dated June 11, 1999
Case 2:O2—cv—O2099-RCB Document 251 -16 Filed O9/08/2005 Page 1 014

. I " , _ ‘ KIRKLAND 8e ELLIS _
` ‘ I PARTNIRSHIPS INCLUDING PIOIISSIONAL COIPOIAUON5
zoo East amuonpn om
Chicago. Illinois 60601
To can writer Direct; 312 881 -2000 · Faesirnua:
312 661-2076 _ s12 861-2200
June 1 1, 1999 ‘
David Eaton .
1443 Dartmouth Lane
Deerfield, IL 60015
Dear David: l
This letter recites the understanding between Kirkland & Ellis ("the Firm”) and
you, by which, you agree to serve as an "Of Counsel" to the Firm. V
The beginning date of your "Of Counsel" relationship with the Firm will be June
14, 1999 and will remain in effect through June 30, 2001. Nevertheless, the "Of Counsel" 1
relationship may be terminated by either you or the Firm on a 30 days’ prior written notice.
_The general purpose of your consultancy will be to assist Kirkland & Ellis
attomeys in the bankruptcy area, to work in close cooperation with them and to continue to serve
Kirkland & Ellis clients. You will be asked to work on specihc matters with the intention that you
will provide written work product that will be the property of Kirldand & Ellis and/or its clients
and help develop materials utilizing Kirkland & Ellis resources that will continue to benefit the ‘
Firm after your consultancy may have ended.
Consistent with the above, you may determine the times which you will work on
Fimi business and attend to personal interests. You will keep the Fimt currently advised of your
extended out-of—Chicag0 personal trips.
You will be compensated at a rate of $230 per hour for each hour of your time
that you record to be billed to a Kirkland & Ellis client, regardless of the amount collected by the _
Fimi. You will also be entitled, at your cost, to participate in the Firm’s health and disability
insurance plans. The Firm reserves the right to bill its clients the rates it deems appropriate for
your services. It is understood that there is no minimum number of hours of work that the Firm is
required to olfer you, although it is the Finn’s intention to have you work as many hours as client
matters require and you are willing to work. Similarly, there is no minimum number of hours that
you must work. In that regard, you and the Firm have targeted approximately 1000 to 1200
hours per annum as the amount ot` work you will perform for the duration of this relationship.
n Soc¢%rré'FhaZ¤rrrrr§c· 80¤·2324J265
London Los Angeles New York Washington D.C.
. 1 . .
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` _ ‘ ` KIRKLAND 8. ELLIS
`
David Eaton _
June ll, 1999
Page 2 »
You will maintain accurate time records ofthe work perfonned by you and submit time sheets on
the standard Kirkland & Ellis forms on a prompt and regular basis for accounting and billing
purposes. In this respect, and in all other respects regarding your use of Kirkland & Ellis ofice
systems and support services, you agree to observe and be subject to Kirkland & Ellis policies and
procedures in effect for the Firm and its Chicago office.
The Firm will provide you with necessary secretarial and support staff assistance
and telephone, voicemail and regular mail services, and oflice space, lap top computer and
facilities as required. The Fimt will also furnish an electronic mail address in the Kirkland & Ellis
network and make other arrangements as necessary to make it possible for you to send and _
receive messages and tiles electronically to and from Kirkland & Ellis oEces. You will be `
reimbursed for expenses incurred on Firm business in accordance with policies that apply to all
attomeys at the Firm. _
Subject to confirmation by ALAS, you will be included in the Fi1m’s professional
liability insurance, if any. You agree that your “Of Counsel" relationship does not, in any way,
count toward vesting or give rise to any other benehts or rights under any Kirkland & Ellis
retirement program.
While serving the Firm as "Of Counsel," you will not be a partner or employee of
Kirkland & Ellis, but an independent contractor/consultant with a close relationship to Kirkland &
Ellis as discussed in ABA Opinion 90-357, a copy of which is provided to you with this letter. .
You agree that, during your "Of Counsel" relationship with the Firm, you will not undertake any
similar "Of Counsel" relationship with any other tirm or institution. With respect to representing
persons or entities outside the context of your “Of Counsel" relationship with the Firm, during
your "Of Counsel" relationship with the Firm, you will not undertake any employment,
representation, or consultancy that is adverse to any Kirkland & Ellis client In addition, it] during
your "Of Counsel" relationship with the Fimr, you represent any person or entity other than
through the Finn, you will notify the Firm of such representation before taking it on. In addition, l
you agree that following your “Of C0unsel" relationship, you will not undertake any employment, V
representation, or consultancy that is (i) materially adverse to any Kirkland & Ellis client fiom
which you received conddential information during your relationship (both as a non-share partner
and as "Of Counsel") with the Firm, or (ii) materially adverse to any Kirkland & Ellis client and is
l the same, or substantially related to, any matter on which you worked for that client during the
period of your relationship (both as a non-share partner and as “Of Counsel") with the Firm,
KE000294


_i J ,_ ' KKRKLANDBJELLIS
I \ `
David Eaton
June ll, 1999 ·
Page 3 ‘
except to the extent permitted by the applicable canons of professional conduct and disciplinary U
rules. In addition to these specific understandings, it is understood that the general canons of
professional conduct and disciplinary rules applicable to "Of Counsel” and attorneys generally
will apply to your activities as "Of Counsel" with Kirkland & Ellis. 1 .
We look forward to receiving your assistance. . ‘
V l ’ Sincerely,
‘ KIRK}. & ELLIS
‘ — · By: Jl/VA.,
Kevin IL Evanich, P.C.
V Accepted: ·
David Eaton ·
Date: 5 '/éd ff
l }@OOO295
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