Contract analysis

1. Introduction and Purpose Calderwood & Harkness LLP ("C&H" or the "Firm") is pleased to confirm its engagement by Meridian Consumer Brands LLC ("MCB" or the "Client"), a Delaware limited liability company, to represent MCB in connection with a trademark infringement and unfair competition dispute against Brindoval Home Goods Inc. ("Brindoval"), a Minnesota corporation. We appreciate the confidence that MCB has plac

2. Scope of Engagement C&H is engaged to advise and represent MCB with respect to the enforcement of MCB's trademark rights against Brindoval Home Goods Inc. arising from Brindoval's adoption, use, and attempted registration of the mark "MERIDIAN FRESH" in International Class 3 (cleaning preparations), which MCB believes infringes upon and is likely to cause confusion with MCB's established family of MERIDIAN marks u

3. Engagement Team and Staffing The following attorneys will serve as the primary engagement team for the Matter: Alan Ngo — Responsible Partner, intellectual Property Group. Mr. Ngo has eighteen (18) years of experience in trademark prosecution and litigation, with a particular focus on brand enforcement in the consumer products sector. He will serve as the lead relationship partner, maintain primary responsibility

4. Fees and Billing Rates The Firm will bill MCB for professional services rendered in connection with the Matter on an hourly basis at the following standard rates, which reflect the Firm's 2022–2023 rate schedule: The specific billing rates for the named members of the engagement team are as follows: The Firm reserves the right to adjust its standard billing rates annually, effective each January 1, upon not less t

5. Disbursements and Expenses In addition to professional fees for legal services, MCB will be responsible for the reimbursement of all reasonable out-of-pocket expenses and disbursements incurred by the Firm in connection with the Matter. Such expenses and disbursements include, but are not limited to, the following: (a) Court filing fees and service of process fees incurred in the United States District Court for t

6. Billing and Payment Terms The Firm will issue detailed monthly invoices describing the professional services rendered, disbursements incurred, and expenses advanced during the preceding calendar month. Each invoice will itemize the date of each service, the timekeeper who performed the service, a description of the work performed, the time expended, and the applicable billing rate. Disbursements will be separately

7. Retainer No retainer deposit or advance payment is required at the inception of this engagement. The Firm is prepared to commence work immediately upon receipt of the executed engagement letter. Notwithstanding the foregoing, the Firm reserves the right to request a retainer or advance deposit from the Client if, at any point during the engagement, outstanding invoices remain unpaid for more than sixty (60) days.

8. Client Responsibilities and Cooperation The success of this engagement depends in significant part on the active cooperation of MCB and its personnel. MCB agrees to cooperate fully with C&H in connection with the Matter, including by providing timely access to all relevant documents, information, data, and personnel as reasonably requested by the Firm. MCB further agrees to respond promptly to the Firm's requests

9. Conflict of Interest Disclosure and Waiver The Firm has conducted a comprehensive conflicts check in accordance with the New York Rules of Professional Conduct (Rules 1.7, 1.8, and 1.9) and the Firm's internal conflict-clearance procedures. The Firm confirms that it does not currently represent Brindoval Home Goods Inc., Halverson McKay & Pruitt LLP, or any party adverse to MCB in connection with this Matter. The

10. Confidentiality All information, documents, data, and communications provided by MCB to C&H in connection with this Matter will be treated as strictly confidential and will be subject to the protections of the attorney-client privilege and/or the work-product doctrine, as applicable under federal and state law. The Firm will not disclose any confidential information received from MCB to any third party without MC

11. No Guarantee of Outcome While the Firm will use its best professional efforts and judgment in representing MCB in connection with the Matter, C&H expressly makes no guarantee or warranty regarding the outcome of the Matter, including but not limited to the likelihood of success in the TTAB opposition proceeding, the federal litigation, or any settlement negotiations. The practice of law involves inherent uncertai

12. Termination Either party may terminate this engagement upon thirty (30) days' prior written notice to the other party, subject to the provisions of this Section 12. MCB may terminate the engagement at any time, for any reason or for no reason, upon written notice to the Firm. The Firm's right to terminate this engagement is subject to its obligations under the applicable Rules of Professional Conduct, including t

13. Document Retention Following the close of the Matter (whether by resolution, judgment, settlement, or termination of the engagement), the Firm will retain copies of the engagement files, including correspondence, pleadings, research memoranda, and work product, for a period of seven (7) years in accordance with the Firm's standard document retention policy. At the expiration of such seven-year retention period, t

14. Governing Law and Dispute Resolution This engagement letter shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflict-of-laws principles. In the event of any dispute, controversy, or claim arising out of or relating to this engagement letter, the Firm's representation of MCB, or the fees or charges billed in connection with the Matter, the parties agre

15. Entire Agreement and Amendments This engagement letter, together with the Firm's Standard Terms of Engagement (a copy of which is enclosed herewith and incorporated by reference), constitutes the entire agreement between C&H and MCB with respect to the subject matter hereof and supersedes all prior and contemporaneous oral or written communications, proposals, negotiations, representations, and agreements between

16. Acceptance and Execution If the foregoing terms and conditions are acceptable to MCB, please indicate your agreement by signing and dating this letter in the space provided below and returning one fully executed copy to the Firm at the address set forth above, or by email to alan.ngo@calderwoodharkness.com. This engagement letter may be executed in counterparts, each of which shall be deemed an original, and all

1. Calderwood & Harkness LLP — Standard Terms of Engagement (incorporated by reference)

2. Calderwood & Harkness LLP — Firm Privacy Notice Registration | Mark | Type | International Class | Registration Date U.S. Reg. No. 4,218,506 | MERIDIAN | Standard character | IC 3 | August 14, 2012 U.S. Reg. No. 5,034,771 | MERIDIAN CLEAN | Standard character | IC 3 | October 18, 2016 U.S. Reg. No. 5,589,320 | MERIDIAN (stylized logo with wave device) | Design plus words | IC 3 | July 10, 2018 Timekeeper Category