These guidelines detail the standard terms of engagement between Freescale and outside counsel. Section 1 addresses effective communication, including the company's expectation that counsel allow sufficient time to review and consider counsel's advice and work product prior to deadlines. The remaining Sections address handling confidential/proprietary information, budgets, staffing, retention authority, litigation planning, non-litigation planning, procedures for addressing potential conflicts of interest, media policy, professional fees, invoice timing and format, and policies on expenses.