EXHIBIT 3

   

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Professionals: $250 - $600; Data Discovery Professionals: $275 - $375; and Administrative Professionals: 

$110 - $275. These rates apply generally, as well as to travel. The use of subcontractors, if needed, will 

be charged at Stroz Friedberg’s rates. 

b) Machine Time and Specialized Solutions. The rate for machine time devoted to running a forensic 

process is $95 per hour. The rate for use of our proprietary host interrogation tool is $100 per host 

(capped at $150,000 per incident); our network traffic capture tool $1,500 per week; our proprietary 

incident response tool $5,000 per week per platform; the OmniPeek Network Analyzer $5,000 per week 

per platform; and our high speed, on-site malware analysis and forensic hosting tool, $2,500 per week per 

platform. Use of our mobile electronic disclosure/discovery processing, hosting and production unit will 

be charged at an amount to be structured depending upon the circumstances of the deployment. 

c) Electronic Discovery Services. Any electronic discovery consulting services will be billed at the hourly 

rates set forth above. All other electronic discovery charges are detailed in Exhibit B. 

d) Intelligence and Investigations Division. Forensic accounting, due diligence, or investigation services 

requested by Clients will be performed by our Intelligence and Investigations division at the rates in effect 

when the work is performed. 

e) Testimony. Written testimony or reports will be provided at normal hourly rates. Internal peer review is 

part of an Engagement, and normal hourly rates will apply to any supervision of oral testimony and any 

internal peer review of proposed reports, affidavits, declarations or oral testimony. 

f) Retainer. Stroz Friedberg requests an initial retainer of $75,000 to begin work in this Engagement. In 

cases where Stroz Friedberg’s fees and charges approach the limit of the initial or a later retainer amount, 

Stroz Friedberg will request funds to replenish the retainer. At the end of the Engagement, Stroz 

Friedberg agrees to refund to Uber any amount of the retainer or replenishment, not properly applied to 

fees and costs incurred as of the date of termination. 

g) Miscellaneous Charges. Stroz Friedberg may charge for other miscellaneous expenses, fees, and 

costs including, but not limited to, use of forensically-prepared thumb drives or hard drives (at $50 - $420 

depending on size); other computer hardware and digital media; transportation, meals, and lodging; 

copies or printed documents; overnight delivery charges; storage fees for original media provided to Stroz 

Friedberg, after 30 days at rates up to $50 per month per item; credit check fees, and database searches. 

Stroz Friedberg reserves the right to pass on any reasonable legal fees and expenses that are incurred 

as the result of the Engagement but will notify Uber before such fees and expenses are incurred. 

h) Invoices. The charges will be billed 100% to Uber. Stroz Friedberg will send invoices directly to Uber 

with a copy to Morrison. Invoices are due within 30 days of the invoice date. Morrison and Uber shall 

notify Stroz Friedberg in writing of any disputed charges within these 30 days; otherwise Stroz Friedberg’s 

invoices shall be deemed payable in full. Any charges that remain undisputed and unpaid 30 days after 

the invoice date will accrue interest at 1.5 percent per month. Stroz Friedberg reserves the right to 

terminate its services at any time if Uber fails to pay Stroz Friedberg’s invoices on time or fails to pay the 

requested refresher of a retainer. Any provided estimates of fees and expenses are only estimates and 

are not binding. 

Confidentiality 

The purpose of the Engagement is to enable Uber, Ottomotto, Anthony Levandowski and Lior Ron (who 

are parties to a Joint Defense and Common Interest Agreement), along with their respective counsel, to 

understand certain factual matters potentially relevant to potential litigation and related matters; therefore, 

Stroz Friedberg’s communications with Clients, Uber, Ottomotto, (and Messrs. Levandowski and Ron 

(including their respective counsel), Stroz Friedberg’s work product, and all information and data received 

from Clients, Uber, and Ottomotto(including its employees and/or their respective counsel) are covered by 

common interest, attorney-client privilege and/or attorney work product doctrine. Accordingly, Stroz 

Friedberg will maintain as confidential all information and data it receives from Clients, Uber, Ottomotto 

(including its employees), and Messrs. Levandowski and Ron (including their respective counsel) (the 

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other malware; therefore, Clients, Uber and Ottomotto assume responsibility to protect themselves with 

respect to the receipt of data from Stroz Friedberg or any other party and shall advise its agents and thirdparty recipients to take similar precautions. Other than due to its and their willful misconduct, in no event 

shall Stroz Friedberg, its officers, employees, or agents be liable for damages, under any theory, beyond 

the amount paid to Stroz Friedberg under this Engagement. 

Return of Client Materials 

Prior to the end of the Engagement, Stroz Friedberg and Clients will confirm the disposition of any original 

materials provided by Client or Uber or Ottomotto, to Stroz Friedberg. In the event that, after using its 

reasonable efforts to do so, Stroz Friedberg is not able to return to Clients, Uber, or Ottomotto original 

materials provided by Clients, Uber, or Ottomotto to Stroz Friedberg, Stroz Friedberg reserves the right to 

destroy such original materials pursuant to its then-current destruction policy (subject to the preceding 

sentence). 

Conflicts 

This Engagement pertains to a discrete matter and would not preclude Stroz Friedberg from rendering 

services to other clients adverse to Clients or Uber or Ottomotto on matters that are not specifically 

related to this Engagement. 

Miscellaneous 

Clients, Uber, Ottomotto and Stroz Friedberg agree that the Engagement shall be governed by and 

construed and enforced in accordance with the internal laws of the State of California (as opposed to the 

conflict of law provisions) as an agreement made and to be performed entirely within such State. Clients, 

Uber, Ottomotto, and Stroz Friedberg agree that this Agreement (1) may not be modified or amended, 

except by a writing signed by each party; (2) shall be binding upon each party, its successors and 

permitted assigns; and (3) contains the entire agreement and understanding among Clients, Uber, 

Ottomotto, and Stroz Friedberg with respect to the subject matter hereof and supersedes all prior 

agreements and understandings, written or oral, among Clients, Uber, Ottomotto, and Stroz Friedberg 

with respect to the subject matter hereof. No provision of this Agreement may be waived except in writing 

by the party against whom such waiver is sought to be enforced. No express or implied waiver, breach or 

default by any party of any provision of this Agreement shall constitute a continuing waiver of such 

provision or of any other provision of this Agreement. Clients, Uber, Ottomotto, and Stroz Friedberg 

hereby consent to the jurisdiction of the Superior Court of the State of California for the County of Santa 

Clara and the United States District Court for the Northern District of California for all purposes in 

connection with the Engagement, and further consent that any process or notice of motion may be served 

as a notice, if in writing and given by (1) prepaid certified or regular first class mail, (2) personal delivery, 

or (3) nationally recognized overnight delivery service at the addresses set forth at the beginning of this 

letter, and shall be deemed given when sent, within or without the State of California, provided a 

reasonable time for appearance is allowed. This letter, along with the protocol attached hereto,amends, 

restates, and supersedes all previous communications between the undersigned regarding the 

Engagement. 

 

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If you find this letter satisfactory, kindly return an executed copy together with Uber’s check or wire 

transfer in the amount of $75,000. Stroz Friedberg looks forward to working with you. Very truly yours, 

STROZ FRIEDBERG, LLC 

By: _____________________________ 

 Eric Friedberg 

 Executive Chairman 

AGREED TO AND ACCEPTED: 

Morrison & Foerster LLP 

By: ___________________________ 

 Eric Akira Tate 

 Partner 

AGREED TO AND ACCEPTED: 

O’Melveny & Meyers 

By: ___________________________ 

 Paul Sieben 

 Partner 

ACKNOWLEDGED AND AGREED TO: 

Ottomotto LLC 

By:____________________________ 

 Name: 

 Title: 

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