7-26-10 Prokocimer release (00043616).DOC



[COMPANY LOGO]

TO: [Employee Names]

FROM: [NAME OF COUNSEL]

DATE: [DATE]

RE: LEGAL HOLD NOTIFICATION – Need to Retain and Preserve Certain Documents and Electronically Stored Information.

FOR INTERNAL USE AND DISCUSSION ONLY – DO NOT FORWARD OR REDISTRIBUTE UNDER ANY CIRCUMSTANCES

_______________________________________________________________________________

BACKGROUND:

[COMPANY NAME] (the “Company”) has recently received a subpoena from the [NAME OF GOVERNMENT AGENCY] (the “Government”) for certain documents and electronically stored information related to [DESCRIBE SUBJECT MATTER]. Company is required to identify and preserve all documents and electronically stored information that might possibly be responsive to the subpoena. All of such possibly responsive documents and electronically stored information will need to be provided to my office for review, and those that are determined to be actually responsive will be provided to the Government by our outside counsel.

You have been identified as someone who might have documents and electronically stored information responsive to the subpoena. My office will likely be in touch with you further in the coming weeks, but at this point we need your help to be sure that Company preserves all such possibly responsive documents and electronically stored information in our collective possession, while we work with our outside counsel to possibly narrow the request.

Thank you in advance for your assistance with this important matter.

STEPS REQUIRED OF YOU:

This notice, which is commonly called a “Legal Hold”, requires you to preserve, regardless of format (e.g., whether electronic, hardcopy or handwritten), any documents, information or communications that were dated, created, revised or referred to from [START DATE] through [END DATE] (the “Time Period”) that relate to any of the following individuals or entities:

• [LIST INDIVIDUALS AND ENTITIES AT ISSUE]

This Legal Hold temporarily supersedes Company’s standard document retention/destruction policies and practices with respect to this matter. All such documents or other information must be preserved until my office notifies you in writing that this matter has been resolved and that destruction or deletion is permitted in accordance with Company’s standard document retention/destruction policies and practices. Under no circumstances should you delete, destroy, modify, or alter in any manner any such responsive documents or other information, until permitted to do so by my office.

COMPLYING WITH THIS SUBPOENA IS EXTREMELY IMPORTANT, SO PLEASE TAKE THIS REQUEST SERIOUSLY AND TAKE WHATEVER STEPS ARE NECESSARY TO PRESERVE THE ABOVE DOCUMENTS AND INFORMATION. YOUR FAILURE TO PRESERVE SUCH DOCUMENTS AND INFORMATION MAY PUT COMPANY AT RISK AND SUBJECT YOU TO DISCIPLINARY ACTION.

Documents and other information subject to this Legal Hold include all electronically stored information and data, images, all written, printed, typed, photographed, or graphic matter of every type or description, and every format, whether in paper form or stored on audiotape, videotape, computer, electronic, magnetic, or other media (including, for example, correspondence, electronic mail, text messages, calendars, drawings, databases, notes, invoices, contracts, facsimiles, voicemail messages, telephone messages, and presentations). This Legal Hold also covers all drafts, versions, revisions, amendments, modifications, changes, notes, or other documents related to responsive documents and other information, including all non-identical copies such as those that include notes in the margins, deletions or alterations or other printed, stamped, post-it or handwritten revisions or notations, and also includes any attachments, enclosures, or other matter affixed to or incorporated by reference within any other responsive document. This Legal Hold includes any files you may have at home, in storage or under your assistant’s control, and if you have responsive e-mails on your personal home or office computer, personal laptop or tablet, or in your personal e-mail accounts (e.g., Google Mail, Yahoo Mail, etc.), please preserve those too.

If you have any doubts about whether a document or information is covered by this Legal Hold, please assume that it is for now. Please also preserve any new or future documents or information that may be pertinent to this matter.

The Company IS Department has already taken the necessary steps to copy and preserve any documents, information and data stored electronically on Company’s information network and servers as of the date the subpoena was received, including those stored in or on your active and archived e-mail boxes, your [NAME DRIVE, e.g., C:] drive (individual network space) and any common drives to which you have been granted access. The Company IS Department may have already copied and preserved any documents, information and data stored locally on any Company-issued desktop, laptop and/or tablet to which you have access. If the Company IS Department has not yet completed that task, you may be required to leave your desktop, laptop and/or tablet connected to Company’s information network so that all or part of the electronically stored information on those devices’ hard-drives can be accessed and copied.

FOLLOW-UP & CONFIDENTIALITY:

This Legal Hold is the first step in our response to the Government’s subpoena. The Company IS Department will be assisting us in searching Company’s information network and servers for responsive documents and information maintained in electronic form. At some point, we may need your assistance in searching your hardcopy files. In such event, we will provide you with detailed instructions so you know what specific information to look for, and what to do with the information you find.

If you have any questions about this Legal Hold, please contact [NAME CONTACT] in my office at [PHONE NUMBER]. [OUTSIDE COUNSEL’S NAME] is our outside counsel handling this matter. If you are contacted directly by outside counsel, please afford [her/him] your full cooperation.

If you are contacted directly by the Government regarding this matter, please notify my office as soon as possible. As further described in the Company Policy regarding Response to Federal and State Government Inquiries, you have the right to but are not required to speak with the Government if contacted. If you are contacted, you should know that I believe it is in your best interest to confer with my office prior to being interviewed and to have an attorney from my office or our outside counsel present during any Government interview regarding this matter.

Please remember that this is an ATTORNEY-CLIENT PRIVILEGED COMMUNICATION/ATTORNEY WORK PRODUCT DOCUMENT from me in my role as Company General Counsel, and it is intended to engage your assistance in preserving important documents and other information relative to the matter described above. Under no circumstances should this Legal Hold be forwarded by you to anyone, and you should not discuss or communicate this Legal Hold or the matters to which it pertains with anyone outside the presence of an attorney from my office or our outside counsel.

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