Contract analysis

ARTICLE 1 — SCOPE OF ENGAGEMENT

Section 1.1 — Engagement C&H, acting on behalf of and with the express authorization of OWS, hereby retains Dr. Caroline Ashford as a technical expert witness in the matter of Optiwave Semiconductor Corp. v. Lumicore Technologies, Inc., Case No. 2:24-cv-00319-JRG, pending in the United States District Court for the Eastern District of Texas (the "Litigation"). The Expert hereby accepts such retention and agrees to pe

Section 1.2 — Scope of Services The Expert shall provide the following services in connection with the Litigation (collectively, the "Services"): (a) Infringement Analysis. (i) Patent Review. The Expert shall review and analyze each of the four Asserted Patents, including the patent specifications, claims, prosecution histories, and any related continuation or divisional applications. The Asserted Patents and their r

Section 1.3 — Limitations on Scope The Expert's engagement under this Agreement is limited to technical opinions on infringement and validity of the Asserted Patents. The Expert shall not be asked to, and shall not, render opinions on damages, willfulness, inequitable conduct, or other legal conclusions. Any opinions on the ultimate legal questions of infringement, validity, or enforceability are reserved to the Cour

Section 2.1 — Hourly Rate The Expert shall be compensated at the rate of Nine Hundred Fifty Dollars ($950.00) per hour for all professional services rendered under this Agreement. This hourly rate applies to all activities performed by the Expert in connection with the engagement, including but not limited to: review and analysis of documents, data, and technical materials; independent research and investigation; pre

Section 2.2 — Estimated Budget The Parties estimate a total budget for the Expert's Services under this Agreement of One Million One Hundred Thousand Dollars ($1,100,000.00) (the "Estimated Budget"). This Estimated Budget is based on a preliminary assessment of the scope of work anticipated to be required through trial, including approximately 250–300 hours for document review and analysis, 200–250 hours for expert r

Section 2.3 — Invoicing and Payment The Expert shall submit monthly invoices to C&H reflecting the services rendered and expenses incurred during the preceding calendar month. Each invoice shall include the following detail: (a) the date on which each service was performed; (b) the number of hours worked on each date (in increments of not less than one-tenth (0.1) of an hour); (c) a reasonably detailed description of

Section 2.4 — Expenses Reasonable out-of-pocket expenses incurred by the Expert in direct connection with the performance of the Services shall be reimbursed by C&H upon submission of appropriate documentation. Reimbursable expenses include, but are not limited to: (a) Travel expenses, including airfare, train or rail fare, automobile mileage (at the then-current IRS standard mileage rate), lodging, ground transporta

Section 2.5 — No Contingency The Expert's compensation under this Agreement is not contingent upon the outcome of the Litigation, the substance or content of the Expert's opinions or testimony, the amount of any recovery by OWS, or any other factor other than the time spent and expenses incurred in performing the Services. The Expert's hourly rate shall remain constant regardless of whether the Expert's opinions are

Section 3.1 — Confidential Information The Expert acknowledges that in the course of performing the Services under this Agreement, she will receive, review, and have access to confidential, proprietary, and privileged information belonging to OWS, Lumicore, and various third parties (collectively, "Confidential Information"). Confidential Information includes, but is not limited to: (a) patent prosecution files, incl

Section 3.2 — Protective Order Compliance The Expert shall comply fully with the Stipulated Protective Order entered in the Litigation (the "Protective Order"), which was filed with the Court on August 19, 2024. The Protective Order establishes a three-tier confidentiality framework for discovery materials and other documents produced in the Litigation, as follows: Tier 1: "Confidential." Information designated as "C

Section 3.3 — Non-Disclosure Obligations The Expert shall not disclose any Confidential Information to any person other than: (a) authorized attorneys at C&H, specifically Alan Ngo, Marcus Delgado, Wendy Schultz, and Omar Siddiqui, and their authorized support staff; (b) authorized personnel of OWS, as identified in writing by C&H; and (c) other individuals expressly authorized to receive such information under the P

Section 3.4 — Attorney-Client Privilege and Work Product The Expert understands and acknowledges that her communications with C&H attorneys and her work performed at the direction of counsel may be protected by the attorney-client privilege and/or the work-product doctrine. The Expert shall take all reasonable steps to preserve these protections and shall not disclose to any third party: (a) the content of her commun

ARTICLE 4 — INDEPENDENCE AND OBJECTIVITY

Section 4.1 — Independent Expert The Expert shall form her opinions independently, based on her own professional analysis, specialized expertise, and sound scientific and engineering judgment. C&H and OWS shall not direct, control, or influence the substance of the Expert's opinions or conclusions. While C&H may identify the issues on which expert opinions are needed, provide factual and legal context, and supply the

Section 4.2 — Conflicts of Interest The Expert represents and warrants that, as of the date of this Agreement: (a) She has no financial interest — including equity ownership, stock options, warrants, debt instruments, or any other direct or indirect financial interest — in OWS, Lumicore Technologies, Inc., Ridgeline Capital Partners, LP, or any other party to the Litigation; (b) She has no prior consulting, employmen

Section 4.3 — Other Engagements The Expert is free to accept other consulting, expert witness, and academic engagements during the pendency of this Agreement, provided that no such engagement creates a conflict of interest with this matter or materially impairs the Expert's ability to perform the Services in a timely manner. The Expert shall exercise reasonable professional judgment in managing her commitments to ens

ARTICLE 5 — DOCUMENT RETENTION AND RETURN

Section 5.1 — Retention During Engagement The Expert shall retain all documents, data, notes, analyses, communications, drafts, and materials created or received in connection with this engagement for the duration of the engagement and in accordance with her obligations under the Protective Order, the Federal Rules of Civil Procedure, and any applicable preservation orders or directives issued by the Court. The Exper

Section 5.2 — Disclosure Obligations The Expert acknowledges that under Federal Rule of Civil Procedure 26(a)(2)(B), her expert report(s) must contain a complete statement of all opinions the Expert will express and the basis and reasons for them, as well as the following disclosures: (a) The facts or data considered by the Expert in forming her opinions; (b) Any exhibits that will be used to summarize or support her

Section 5.3 — Return or Destruction Upon the conclusion of the Litigation (including all post-trial motions and appeals) or upon the termination of this Agreement, whichever occurs first, the Expert shall, at C&H's direction, either: (a) return all Confidential Information, including all documents, data, copies, extracts, notes, and summaries thereof, to C&H; or (b) destroy all such Confidential Information in a mann

ARTICLE 6 — TERM AND TERMINATION

Section 6.1 — Effective Date This Agreement shall be effective as of August 1, 2024 (the "Effective Date").

Section 6.2 — Term This Agreement shall remain in full force and effect from the Effective Date until the conclusion of the Litigation, including any post-trial motions, appeals, remands, and related proceedings, or until terminated by either Party in accordance with Section 6.3, whichever occurs first.

Section 6.3 — Termination Either Party may terminate this Agreement upon thirty (30) days' prior written notice to the other Party, delivered in accordance with Section 10.5. No cause or reason need be stated for a termination under this provision, and neither Party shall be liable to the other for damages arising solely from the exercise of this termination right. C&H may terminate this Agreement immediately, withou

ARTICLE 7 — LIABILITY AND INDEMNIFICATION

Section 7.1 — Limitation of Liability The Expert's total aggregate liability to C&H and OWS arising out of or in connection with this Agreement, whether in contract, tort (including negligence), strict liability, or otherwise, shall not exceed the total fees actually paid to the Expert under this Agreement as of the date of any claim. This limitation of liability reflects the Parties' allocation of risk and is an ess

Section 7.2 — Indemnification C&H, on behalf of OWS, shall indemnify, defend, and hold harmless the Expert from and against any and all third-party claims, demands, actions, losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees and costs of defense) arising out of or in connection with the Expert's performance of the Services under this Agreement, including but not limited to claims

ARTICLE 8 — RELATIONSHIP OF THE PARTIES

Section 8.1 — Independent Contractor The Expert is and shall remain at all times an independent contractor with respect to C&H and OWS. Nothing in this Agreement shall be construed to create an employer-employee relationship, agency, partnership, joint venture, or any other relationship between the Expert and C&H or OWS other than the independent contractor relationship expressly established herein. As an independent

Section 8.2 — No Authority to Bind The Expert shall not have authority to bind C&H, OWS, or any other party to any agreement, contract, obligation, or commitment. The Expert shall not make any representations, warranties, promises, or commitments on behalf of C&H or OWS to any person or entity. Nothing in this Agreement authorizes the Expert to act as an agent, representative, or spokesperson for C&H or OWS in any ca

ARTICLE 9 — SCHEDULING AND AVAILABILITY

Section 9.1 — Key Deadlines The Expert acknowledges the following key litigation deadlines established by the Court's Scheduling Order of August 12, 2024 and other applicable orders, and agrees to use her best efforts to ensure her availability for, and timely completion of deliverables in advance of, each such deadline: The Expert understands that the foregoing deadlines are subject to modification by order of the C

Section 9.2 — Availability for Preparation The Expert shall make herself reasonably available for meetings, conference calls, video conferences, and in-person preparation sessions with the C&H litigation team at mutually agreed-upon times throughout the engagement. The Expert acknowledges that the preparation of expert reports, declarations, and trial testimony will require sustained periods of intensive collaboratio

ARTICLE 10 — GENERAL PROVISIONS

Section 10.1 — Governing Law This Agreement shall be governed by and construed in accordance with the laws of the State of California, without regard to principles of conflict of laws that would require the application of the laws of any other jurisdiction. Any dispute arising out of or relating to this Agreement that cannot be resolved by mutual agreement of the Parties shall be submitted to the exclusive jurisdicti

Section 10.2 — Entire Agreement This Agreement, together with the Exhibits attached hereto and incorporated herein by reference, constitutes the entire agreement between the Parties with respect to the subject matter hereof. This Agreement supersedes all prior or contemporaneous oral or written agreements, understandings, representations, negotiations, and discussions between the Parties relating to the Expert's enga

Section 10.3 — Amendments This Agreement may not be amended, modified, supplemented, or otherwise changed except by a written instrument duly executed by both Parties. No oral modification of this Agreement shall be effective for any purpose. Any amendment shall specifically reference this Agreement and identify the provisions being amended.

Section 10.4 — Assignment The Expert may not assign, transfer, delegate, or subcontract this Agreement, or any rights or obligations hereunder, to any third party without the prior written consent of C&H. Any attempted assignment or transfer in violation of this Section shall be void and of no force or effect. C&H may assign this Agreement to a successor law firm or to OWS without the Expert's consent, provided that

Section 10.5 — Notices All notices, requests, demands, and other communications required or permitted under this Agreement shall be in writing and shall be deemed duly given when: (a) delivered personally; (b) sent by certified or registered United States mail, return receipt requested, postage prepaid; (c) sent by nationally recognized overnight courier service; or (d) sent by electronic mail with confirmation of re

Section 10.6 — Severability If any provision of this Agreement, or the application thereof to any person, entity, or circumstance, is held invalid, illegal, or unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement shall continue in full force and effect, and the invalid, illegal, or unenforceable provision shall be modified to the minimum extent necessary to make it valid, leg

Section 10.7 — Waiver No waiver of any provision of this Agreement shall be effective unless made in writing and signed by the Party granting the waiver. No failure or delay by either Party in exercising any right, power, or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power, or remedy preclude any other or further exercise thereof or the exerci

Section 10.8 — Counterparts This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Execution and delivery of this Agreement by means of electronic signature (including DocuSign or similar platforms) or by facsimile transmission of a signed counterpart shall be deemed an original signature and shall b