Contract analysis

1. Scope of Engagement C&H will represent CPS in pursuing claims against Ridgeway for the recovery of overcharged freight invoices and related damages arising under or in connection with the MTSA. The scope of our engagement encompasses the following claim types and causes of action, to the extent supported by the facts and applicable law: (a) breach of contract (including breach of the rate schedules, accessorial ch

2. Engagement Team C&H has assembled the following team of attorneys to handle this matter on behalf of CPS: Francesca Morano will serve as the Responsible Partner and will have overall supervisory responsibility for the engagement. Samuel Eklund, based in our Houston office, will serve as the Billing Partner and will be primarily responsible for billing matters and financial administration of the engagement. Given t

3. Fees and Billing (a) Hourly Rate Structure C&H's fees for legal services rendered in connection with this matter will be based on the time spent by the attorneys and professional staff assigned to the engagement, billed in increments of one-tenth of an hour (six minutes), at their respective standard hourly rates. The current standard hourly rates for the members of the engagement team are as follows: The hourly r

4. Retainer CPS agrees to pay an initial evergreen retainer in the amount of Seventy-Five Thousand Dollars ($75,000.00) upon execution of this engagement letter. The retainer will be handled in accordance with the following terms: (a) Deposit and Custodial Arrangements. The retainer will be deposited into and held in C&H's client trust account (an Interest on Lawyers' Trust Account, or "IOLTA" account) maintained in

5. Billing and Payment C&H will submit monthly invoices to CPS for professional fees and disbursements incurred during the preceding calendar month. Each invoice will be itemized by timekeeper and will include a description of the work performed by each timekeeper, the time spent, the applicable hourly rate, and the total fees and disbursements for the billing period. The courtesy discount described in Section 3(b) w

6. Client Responsibilities The success of this engagement depends in significant part on the cooperation and active involvement of CPS and its personnel. CPS agrees to the following responsibilities in connection with the representation: (a) Full Cooperation. CPS agrees to cooperate fully with C&H in all aspects of the representation, including the investigation of facts, development of litigation strategy, and prepa

7. Conflicts of Interest C&H has performed a thorough conflicts check in accordance with the Firm's standard procedures and the applicable rules of professional conduct, and has identified no conflicts of interest that would prevent the Firm from undertaking the representation of CPS in this matter. CPS acknowledges that C&H is a large, multi-office law firm with offices in New York, Chicago, Houston, and Columbus, a

8. Termination Either C&H or CPS may terminate this engagement at any time, with or without cause, upon written notice to the other party. In the event of termination: (a) Fees and Expenses. CPS will remain responsible for the payment of all fees and expenses incurred by C&H through the date of termination, including any fees and expenses reflected on invoices rendered prior to termination and any unbilled fees and e

9. Governing Law This engagement letter shall be governed by and construed in accordance with the laws of the State of Ohio, without giving effect to any choice-of-law or conflict-of-law principles that would result in the application of the laws of any other jurisdiction. Any dispute between C&H and CPS arising out of or relating to this engagement letter, the engagement, or the fees and expenses charged in connecti

10. Miscellaneous Provisions Entire Agreement. This engagement letter constitutes the entire agreement between C&H and CPS with respect to the terms and conditions of the engagement described herein. This letter supersedes all prior oral or written discussions, negotiations, understandings, and agreements between the parties relating to the subject matter hereof. Amendment. This engagement letter may not be amended,