1 8 00 AV ENUE O f THE STAR S , S UIT E .90 0
`L OS AN GE L.E S, CA
`.9 0 067-4
`2 76
`TEL EP H O N E C.310 ) 2 77 -1010
`( 31 O} 2 0 .:FJ 199
`FACSIMILE
`
`IRELL
`
`& MANELLA
`
`LLP
`
`A RE GISTERE D LIMITE D LIA BI LI TY LAW PA RTNER S HlP
`INCl. U DlN G PRO FESSI O NA L CO RPO RATIO NS
`
`84 0 N E WP O RT CENT
`
`E R DRIVE
`
`, S U ITE 4 00
`
`NEWPORT
`
`BEACH,
`
`CALIFORNIA
`
`92660-6324
`
`( 949 ) 76 0 -0 99 1
`TE LE P HO NE
`F'AC S IMI L E ( 94 9) 760-5200
`WEBS
`t T E: . www.
`irell.c
`o m
`
`DIRECT
`WRITER•S
`1949)
`76D·S26S
`TELEPHONE
`( 949
`) 760·S200
`FACSIMILE
`IQ1cuer@ i rell.com
`
`December 13, 2013
`
`PRIVILEGED AND CONFIDENTIAL
`
`VIA EMAIL TO almeroth@cs.ucsb.edu
`
`Kevin C. Almeroth
`Professor, Department of Computer Science
`University of California
`Santa Barbara, CA 93106-5110
`(805)636-1123
`almeroth@cs.ucsb.edu
`
`Re:
`
`Consu lting for Junipe r Neh,vorks, Inc.
`
`Dear Dr. Almeroth:
`
`This letter is intended to formalize your retention in connection with Palo Alto
`Networks, Inc. v. Juniper Networks, Inc. (N.D. Cal.) and/or related disputes relating to
`It is understood that Irell & Manella LLP ("Irell") is
`network security technologies.
`engaging you to serve as a consultant on behalf of Juniper Networks, Inc. ("Juniper").
`
`On behalf of Juniper, we are interested in retaining you in order to obtain your
`analysis and independent opinions. We want your opinions, undistorted by any concern
`regarding the impact your opinions may have on any disputes or potential disputes involving
`Juniper. In all of your work, we want your honest and straightforward analysis and
`opinions, undistorted by any concern regarding whether they are helpful to our client's
`positions or not. Indeed, if you believe that our client does not have a good case, it will be
`important for you to tell us directly.
`
`In consideration of the consultation that you have agreed to perform, Juniper has
`agreed to compensate you for time actually expended in connection with the Litigation at
`your normal rate of $600 per hour. Juniper shall also reimburse all reasonably necessary
`expenses, such as travel, copying, telephone, and delivery costs. All expenses must be
`approved in writing in advance by Irell prior to incurring same. You shall be responsible for
`any tax obligations arising from Juniper's payment of fees and expenses.
`
`You agree to submit to Irell invoices for fees and expenses that list the expenses, the
`hours of work performed, the individual performing the work, and the rate applicable. Irell
`shall not be responsible for any payment due under this agreement with Juniper.
`
`In order for you to fully carry out your responsibilities under this agreement, it may
`be necessary for Irell, other attorneys for Juniper, or agents thereof, to disclose to you legal
`
`2936814
`
`EX 1105 Page 1
`
`

`

`IRELL
`
`& MANELLA
`
`LLP
`
`A REG IS T ER E D LIM ITE D L.lABILI TY LAW PA RTNE RS H IP
`INCL. UO ING PRO FE SS IO NAL CO RPOR ATI O NS
`
`Dr. Almeroth
`December 13, 2013
`Page 2
`
`PRIVILEGED AND CONFIDENTIAL
`
`theories or confidential work product , as well as other privileged or confidential
`information. You agree that during and after the period of this engagement, you will not
`disclose any privileged or confidential information, attorneys' work product, opinions, facts,
`data or other information or theories disclosed to, or discovered by, you in connection with
`or during the course of this engagement, or any information derived therefrom , to any
`person or entity to whom disclosure has not been authorized by Irell. You agree to keep all
`of this information in strict confidence. You agree to refrain from discussing the existence
`and subject of this retention with anyone unless and until authorized to do so by Irell and
`Juniper.
`
`You also agree that during and after the period of your engagement you will not
`provide or disclose to any person or entity, other than at the express direction ofirell, any
`report, document or other material provided to you or generated or prepared by or for you in
`connection with this engagement, unless disclosure to that person or entity has been
`authorized by Irell or ordered by a court of competent jurisdiction.
`
`You shall immediately notify Irell if any person or entity to whom disclosure has not
`been authorized by Irell requests , subpoenas or otherwise seeks to obtain any theories ,
`opinions, facts, data, information, testimony, reports, documents or other materials within
`your possession, custody or control, or the possession, custody or control of any of your
`employees, agents or representatives, which relate or refer in any way to your work pursuant
`to this agreement. You agree to take any legal action and such other measures as Irell deems
`necessary or appropriate to resist or seek protection against disclosure (to the fullest extent
`lawful) of any such theory , opinion, fact, data, information, testimony, reports, documents or
`other materials. Should any legal action or proceeding to defend or seek protection against
`disclosure prove necessary, Juniper will indemnify you or the applicable party for all costs
`of such legal representation.
`
`By executing this agreement, you agree to make yourself available, subject to
`scheduling constraints and on reasonable notice from Irell, for court hearings, trial, and other
`court-imposed obligations that require its input, such as expert repo1is.
`
`The parties to whom your work may relate include Juniper, on the one hand, and
`Palo Alto Networks, Inc. ("PAN") on the other. You agree that you will not consult, work
`with, or interact in any way with PAN , its attorneys, or any related entities or persons
`relating to the subject matter of this retention. We understand that you do not have any
`conflict of interest in consulting with Juniper, Irell, or against PAN.
`
`Irell shall have the unlimited right to terminate this agreement and the subject
`engagement unilaterally and immediately upon delivery of written notice. Your obligations
`regarding confidentiality under this agreement shall survive the termination thereof.
`
`2936814
`
`EX 1105 Page 2
`
`

`

`IRELL
`
`& M A NEL L A L L P
`
`A R'EG!STEREO l.l MCTEO lJABI U TV LAW PA.RTN'ERS H~P
`fNQ UO (NG PROF'E SS(ONA La) R POR ATl O NS
`
`Dr. Almeroth
`December 13, 20 13
`Page 3
`
`PRIVILEGED AND CONFID ENTIAL
`
`ff this letter accurately reflects our mutual understan ding and agreement, please
`execute and date the letter and return it to me, either via e-mail or U.S. mail. Please retain a
`copy of the signed letter for your files.
`
`The terms of this agreement may not be changed except by the express written
`consent of both parties.
`
`Thank you for y our assistance. We look forwar d to workin g with you .
`
`Sincerely,
`
`Talin Gordnia
`
`I agree to the term s and conditions
`set forth above .
`
`Dr. Kevin C. Almerot h
`
`Dated: Dece m ber 13
`
`, 20 13
`
`2936 814
`
`EX 1105 Page 3
`
`