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The DOl will endeavor to select a highly-qualified Monitor, free of any potential or actual conflict of interest, and suitable for the assignment at hand, from a pool of candidates proposed by Quinex.

(i) prior monitorship or corporate oversight experience;
(ii) experience with the Federal regulations, requirements and standards associated with Federal Govermnent at1d Indian oil and gas leases;
(iii) experience evaluating und improving Corporate Compliance and Ethics Progratns
(iv) absence of a prior relationship with Quinex for the three (3) years preceding this Agreement (unless such relationship was/is as a Monitor for Quinex;
(v) absence of a conflict of interest relative to the DOI based on involvement in other matters.
(iv) access to the sufficient resources to catty out the dtities of the Monitor as described in this Agreement;
(iiv) expertise incorporate compliance and ethics programs;
(liiv) experience with internal investigation or the investigative process in a prior capacity;

To verify and evaluate and monitor Quinex's compliance with the terms of this Agreement.

(1) The Monitor will verify Quinex's compliance with the term and conditions of the Agreement and evaluate the effectiveness of such compliance. The Monitor will design a work plan that generally outlines his or her expectations as to the amount and type of testing necessary for the Monitor to verify and evaluate Quinex's compliance with the terms of this Agreement. The Monitor will review the work plan with Quinex and the DOl, make any adjustments that the Monitor deems appropriate, and seek approval from the DOl prior to execution of the work plan,
(2) The Motiitor will conduct an initial assessment of the ethical tone at Quinex and conduct such ongoing assessments in each reporting period.
(3) Monitor will verify Quinex's compliance with the Monitor's recommendations and evaluate the effectiveness thereof.

The Monitor is an independent third party, and not an employee or agent of the Quinex. If the Monitor is an attorney, no attomey-client relationship will be formed or deemed to exist between the Monitor and Quinex.
absence of a prior relationship with Quinex for the three (3) years preceding this Agreement (unless such relationship was/is as a Monitor for Quinex;
Quinex agrees that it will not employ or be affiliated with the Monitor for a period of not less than one
(1) year from the date the monitorship is terminated.