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Contract analysis / engagement-letter-lumos.docx
engagement-letter-lumos.docx
1008-00010 · 16 clauses
High · 3 Medium · 4 Standard · 2
1. Introduction and Purpose
1. Introduction and Purpose Calderwood & Harkness LLP ("we," "us," or the "Firm") is pleased to confirm its engagement by Lumos Analytics Inc. ("Lumos," "you," or the "Client"), a Delaware C-Corporation headquartered in Palo Alto, California. We appreciate the confidence you and your colleagues have placed in our Firm, and we look forward to working with the Lumos team on this important transaction. This letter sets
2. Scope of Representation High
⚑ Non-compete / exclusivity restraint
2. Scope of Representation The Firm's representation of the Client in connection with this engagement will include the following services: (a) Reseller Agreement. Drafting, reviewing, and negotiating the Channel Reseller Program Agreement (the "Reseller Agreement") between Lumos and Meridian, including all substantive provisions relating to grant of reseller rights, territory exclusivity and restrictions, pricing and
3. Engagement Team Medium
⚑ Assignment / subcontracting
3. Engagement Team The following attorneys have been assigned to this matter and will serve as the core engagement team: Howard Bellamy — Partner, Antitrust & Competition Practice Group. Mr. Bellamy will serve as the Responsible Partner for this engagement and will be the Client's primary point of contact for all strategic, negotiation, and senior-level matters. Mr. Bellamy has extensive experience advising technolog
4. Client Contact Information
4. Client Contact Information The Firm's primary client contacts for this engagement are as follows: Daniel Ostroff, Vice President, Legal & Compliance — Mr. Ostroff will serve as the primary legal contact for this engagement and will be responsible for reviewing and approving legal documents, providing legal direction on behalf of the Client, and coordinating internal Lumos approvals. Tomoko Ishikawa, Senior Vice Pr
5. Fee Arrangements High
⚑ Non-compete / exclusivity restraint
5. Fee Arrangements Hourly Rates. The Firm will bill the Client for services rendered in connection with this engagement at the following standard hourly rates, which are applicable to the members of the engagement team as of the date of this Engagement Letter: These hourly rates are subject to annual adjustment in accordance with the Firm's standard rate-setting process, with adjustments typically taking effect on J
6. Billing Partner and Matter Administration Standard
⚑ Commercial term
6. Billing Partner and Matter Administration Douglas Fairchild will serve as the Billing Partner for this engagement. Any inquiries regarding invoices, fee arrangements, billing practices, or the financial administration of this matter should be directed to Mr. Fairchild at the following contact information: Douglas Fairchild, Partner Calderwood & Harkness LLP 801 South Figueroa Street, Suite 4200 Los Angeles, Califo
7. Confidentiality Medium
⚑ Forum / governing law
7. Confidentiality The Firm will maintain the confidentiality of all information provided by the Client in connection with this engagement in accordance with all applicable rules of professional conduct, including the California Rules of Professional Conduct, Rule 1.6 (Confidential Information of a Client), and the American Bar Association Model Rules of Professional Conduct, Rule 1.6 (Confidentiality of Information)
8. Conflicts of Interest
8. Conflicts of Interest The Firm has conducted a thorough conflicts check in accordance with its internal conflicts-clearance procedures and the requirements of the California Rules of Professional Conduct, including Rules 1.7 (Conflict of Interest: Current Clients) and 1.9 (Duties to Former Clients). Based on the information currently available to the Firm, the Firm has not identified any conflicts of interest that
9. Document Retention
9. Document Retention The Firm will maintain files, documents, and work product related to this engagement in accordance with its standard document retention policies and procedures. The Firm's current retention policy generally provides for the retention of closed matter files for a period of ten (10) years following the closure of the matter, after which files may be destroyed in the ordinary course without further
10. Termination of Engagement Standard
⚑ Commercial term
10. Termination of Engagement Either party may terminate this engagement at any time upon written notice to the other party. In the event of termination by the Client, the termination will be effective upon the Firm's receipt of written notice. In the event of termination by the Firm, the termination will be effective upon the Client's receipt of written notice, subject to the Firm's obligations under applicable rule
11. No Guarantee of Outcome
11. No Guarantee of Outcome While the Firm will use its best professional efforts and judgment in representing the Client in connection with this engagement, the Client acknowledges and agrees that the Firm makes no guarantee, warranty, or assurance regarding the outcome of the negotiations with Meridian, the successful execution of the Transaction Documents, or any other aspect of this engagement. The practice of la
12. Governing Law High
⚑ Non-compete / exclusivity restraint
12. Governing Law This Engagement Letter shall 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 Letter or the Firm's representation of the Client hereunder shall be subject to the exclusive jurisdiction of the state and federal courts located in Los Angeles County, Californ
13. Acknowledgment of PE Sponsor Relationship Medium
⚑ Forum / governing law
13. Acknowledgment of PE Sponsor Relationship The Firm acknowledges that Lumos Analytics Inc. is a portfolio company of Crestline Capital Partners, LP, a Delaware limited partnership with its principal office located at 600 Lexington Avenue, 38th Floor, New York, New York 10022. The Firm understands that Crestline Capital Partners, LP is the majority equity holder of Lumos, holding approximately sixty-two and three-t
14. Agreement and Acceptance
14. Agreement and Acceptance If the foregoing terms accurately reflect your understanding of the engagement and are acceptable to Lumos Analytics Inc., please indicate your acceptance by signing and dating this Engagement Letter in the space provided below and returning a signed copy to us. You may return the signed copy by email to hbellamy@calderwoodharkness.com and dfairchild@calderwoodharkness.com, by facsimile t
1. Calderwood & Harkness LLP Firm Privacy Notice (January 2024 edition), describing the F
1. Calderwood & Harkness LLP Firm Privacy Notice (January 2024 edition), describing the Firm's collection, use, and protection of personal data in connection with client engagements.
2. Calderwood & Harkness LLP Standard Terms of Engagement, setting forth supplemental ter Medium
⚑ Forum / governing law
2. Calderwood & Harkness LLP Standard Terms of Engagement, setting forth supplemental terms and conditions applicable to the Firm's client engagements, including provisions relating to electronic communications, data security, anti-money laundering compliance, and limitation of liability, which are incorporated by reference into this Engagement Letter to the extent not inconsistent with the terms set forth herein. CO