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Contract analysis / engagement-letter-lumos-breach-response.docx
engagement-letter-lumos-breach-response.docx
High · 0
Medium · 8
Standard · 0
1. Purpose and Background
1. Purpose and Background Thank you for selecting Calderwood & Harkness LLP ("C&H" or the "Firm") to serve as outside counsel to Lumos Analytics Inc. ("Lumos" or the "Company") in connection with the data security incident involving the Lumos Insight Platform (the "Incident"). We appreciate the confidence you and your team have placed in the Firm, and we are committed to providing Lumos with the highest-quality legal
2. Client Identification
Medium
⚑ Liability cap to check against exposure
2. Client Identification The client for this engagement is Lumos Analytics Inc., a Delaware corporation headquartered in San Francisco, California. The Firm's duties of loyalty, confidentiality, and zealous advocacy run solely to Lumos Analytics Inc. as an entity. The Firm does not represent, and will not be deemed to represent, any individual officers, directors, employees, or affiliates of Lumos in their individual
3. Scope of Services
Medium
⚑ Notice / time limit to track
3. Scope of Services The Firm's representation will encompass the following areas in connection with the credential-stuffing incident described above. The scope of this engagement may be modified or expanded from time to time upon mutual written agreement between the parties. 3.1 Incident Assessment and Coordination The Firm will serve as lead outside counsel coordinating the overall legal response to the Incident. I
4. Engagement Team
4. Engagement Team The following attorneys will be primarily responsible for this engagement: All four timekeepers identified above are based in the Firm's San Francisco office. Rachel Bernstein will serve as the primary point of contact for Lumos and will have overall responsibility for the engagement, including the coordination of all work streams, the supervision of all work product, and direct communication with
5. Fees and Billing
Medium
⚑ Notice / time limit to track
5. Fees and Billing 5.1 Hourly Rates The Firm will bill for legal services rendered in connection with this engagement on an hourly basis at the Firm's standard hourly rates, which are as follows for the initial engagement team (rates current as of calendar year 2024): • Partners: $1,050 – $1,250 per hour • Associates: $525 – $750 per hour • Paralegals/Legal Assistants: $275 – $375 per hour Specific rates for each ti
6. Attorney-Client Privilege and Confidentiality
Medium
⚑ Confidentiality undertaking
6. Attorney-Client Privilege and Confidentiality All communications between C&H and Lumos, and all work product prepared by C&H in connection with this engagement, are intended to be protected by the attorney-client privilege, the work product doctrine, and/or other applicable legal protections. These protections are critical to ensuring that Lumos receives candid and comprehensive legal advice and that the Firm's wo
7. Document Preservation and Litigation Hold
7. Document Preservation and Litigation Hold The Firm strongly recommends that Lumos immediately issue an internal litigation hold directive to all relevant personnel and departments within the Company. The issuance of a timely and comprehensive litigation hold is essential to Lumos's compliance with its legal obligation to preserve potentially relevant evidence in anticipation of litigation, regulatory investigation
8. Conflicts of Interest
8. Conflicts of Interest Based on a comprehensive conflicts check conducted by the Firm's conflicts department prior to the commencement of this engagement, the Firm has not identified any conflicts of interest that would preclude the Firm from representing Lumos Analytics Inc. in connection with this matter. The conflicts check encompassed the Company, its current officers and directors, its known principal equity h
9. Scope Limitations
Medium
⚑ Liability cap to check against exposure
9. Scope Limitations This engagement is limited to the matters described in Section 3 above. The Firm is not being retained to provide general corporate, transactional, tax, employment, intellectual property, or regulatory advice outside the scope of the Incident response, nor to represent Lumos in any other matter or proceeding not arising from the Incident. If Lumos desires the Firm's assistance with matters outsid
10. Termination
Medium
⚑ Confidentiality undertaking
10. Termination Either party may terminate this engagement at any time upon written notice to the other party. In the event of termination, Lumos will remain responsible for payment of all professional fees and expenses incurred by the Firm through the date of termination, as well as any outstanding invoices for fees and expenses incurred prior to that date. The Firm's obligation to continue providing services will c
11. Document Retention
Medium
⚑ Forum / governing law
11. Document Retention Following the closure of this engagement, the Firm will retain engagement files—including correspondence, memoranda, pleadings, research, and other materials generated or maintained in connection with the representation—in accordance with the Firm's standard document retention policy. Under the Firm's current policy, engagement files are retained for a minimum of ten (10) years from the date of
12. Governing Law and Dispute Resolution
Medium
⚑ Forum / governing law
12. Governing Law and Dispute Resolution This engagement letter and the terms and conditions set forth herein will be governed by and construed in accordance with the laws of the State of California, without regard to its conflict-of-laws principles. Any disputes arising out of or relating to this engagement, including disputes regarding fees, the scope of representation, or the Firm's professional obligations, will
13. Acceptance and Execution
13. Acceptance and Execution We respectfully request that you confirm Lumos Analytics Inc.'s agreement to the terms set forth in this letter by signing and returning a copy of this letter to the undersigned. This letter, together with any amendments agreed to in writing by both parties, constitutes the entire agreement between Calderwood & Harkness LLP and Lumos Analytics Inc. with respect to the Firm's engagement in