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Contract analysis / engagement-letter-deh.docx
engagement-letter-deh.docx
1016-00006 · 17 clauses
High · 1 Medium · 11 Standard · 2
1. Introduction and Purpose Medium
⚑ Confidentiality undertaking
1. Introduction and Purpose Calderwood & Harkness LLP ("C&H" or the "Firm") is pleased to confirm its engagement by Dunmore Energy Holdings Ltd. ("DEH" or the "Client"), a Cayman Islands exempted company (Registration No. MC-318574), to serve as primary outside counsel in connection with the environmental remediation, regulatory compliance, and cost-recovery matters described herein. These matters relate to the legac
2. Scope of Representation High
⚑ Indemnity / guarantee obligation
2. Scope of Representation The scope of our engagement encompasses the following matters, each of which is described in greater detail below. 2.1 Voluntary Remediation — TCEQ Voluntary Cleanup Program The Firm will represent DEH in connection with the preparation, submission, and prosecution of an application to the Texas Commission on Environmental Quality ("TCEQ") Voluntary Cleanup Program ("VCP") for the Site. The
3. Engagement Team Medium
⚑ Assignment / subcontracting
3. Engagement Team The following attorneys have been assigned to this engagement and will serve as the core engagement team: Sandra Tung — Responsible Partner. Ms. Tung is a partner in the Firm's Mergers & Acquisitions practice and will serve as the Responsible Partner for this engagement, providing overall engagement supervision and serving as the primary client relationship contact. Ms. Tung's assignment to this ma
4. Client Contact Medium
⚑ Assignment / subcontracting
4. Client Contact The primary client contact for purposes of this engagement shall be Mr. Gavin Rourke, Chairman and Chief Executive Officer of Dunmore Energy Holdings Ltd. All material communications regarding engagement strategy, significant developments in the VCP process or cost-recovery matter, settlement proposals, and matters requiring client authorization or direction shall be directed to Mr. Rourke at the fo
5. Fee Arrangement Standard
⚑ Commercial term
5. Fee Arrangement 5.1 Hourly Rates The Firm's fees for legal services rendered in connection with this engagement will be charged on a blended hourly-rate basis as follows: These rates reflect a negotiated discount from the Firm's standard published rates and are effective as of the date of this letter. Rates are subject to annual adjustment, typically effective January 1 of each calendar year. The Firm will provide
6. Expenses and Disbursements Medium
⚑ Liability cap to check against exposure
6. Expenses and Disbursements In addition to the professional fees described in Section 5, the Client will be responsible for the reimbursement of all reasonable and necessary out-of-pocket expenses and disbursements incurred by the Firm in connection with this engagement. Such expenses include, but are not limited to, the following: (a) Filing Fees and Court Costs. All filing fees, court costs, service of process ch
7. Billing and Payment Medium
⚑ Notice / time limit to track
7. Billing and Payment The Firm will issue detailed monthly invoices for professional fees and expenses incurred during the preceding calendar month. Each invoice will set forth a description of the services rendered by each timekeeper, the time expended, the applicable rate, the total fees for the period, an itemization of disbursements, and the total amount due. All invoices will reference Matter No. 1016-00006 for
8. Confidentiality Medium
⚑ Forum / governing law
8. Confidentiality All communications between the Firm and the Client, including oral and written communications, memoranda, notes, analyses, and work product prepared by the Firm in connection with this engagement, are protected by the attorney-client privilege and, where applicable, the work-product doctrine. The Firm takes its confidentiality obligations seriously and will maintain the confidentiality of all infor
9. Conflicts of Interest Medium
⚑ Liability cap to check against exposure
9. Conflicts of Interest The Firm has conducted a comprehensive conflicts check in connection with this engagement, screening the names of the Client, its affiliates and subsidiaries, the Site, and all known adverse and related parties against the Firm's conflicts database. Based on this review, the Firm has identified no conflicts of interest that would preclude the Firm's representation of DEH in the matters descri
10. Document Retention Medium
⚑ Forum / governing law
10. Document Retention Upon conclusion of the engagement, the Firm will return all original documents to the Client and will retain copies of the engagement file—including correspondence, pleadings, memoranda, research, work product, and other materials—in accordance with the Firm's document retention policy. The Firm's current policy provides for a minimum retention period of seven (7) years from the date the file i
11. Termination Standard
⚑ Commercial term
11. Termination Either party may terminate this engagement upon thirty (30) days' prior written notice to the other party. The Firm's right to withdraw from representation is subject to the Firm's ethical obligations under the Texas Disciplinary Rules of Professional Conduct, including the obligation to take reasonable steps to avoid foreseeable prejudice to the Client's interests, to give the Client sufficient notic
12. Limitation of Liability; No Guarantee of Outcome Medium
⚑ Liability cap to check against exposure
12. Limitation of Liability; No Guarantee of Outcome The Firm will exercise reasonable professional skill and care in providing legal services under this engagement, consistent with the standards applicable to attorneys practicing in the State of Texas with experience in environmental, regulatory, and litigation matters. The Client acknowledges that no outcome in the VCP process, the cost-recovery action against RCFD
13. Governing Law and Dispute Resolution Medium
⚑ Forum / governing law
13. Governing Law and Dispute Resolution This engagement letter and the relationship between the Firm and the Client arising hereunder shall be governed by and construed in accordance with the laws of the State of Texas, without regard to the principles of conflicts of laws that might otherwise require the application of the laws of another jurisdiction. Any disputes arising out of or relating to this engagement, the
14. Acceptance and Execution
14. Acceptance and Execution We are enthusiastic about the opportunity to represent Dunmore Energy Holdings Ltd. in connection with these important matters and are prepared to proceed immediately upon your authorization. If the terms and conditions set forth in this engagement letter are acceptable to DEH, we respectfully request that you confirm your acceptance by signing in the space provided below and returning a
1. Copy of this Engagement Letter for Client's records (duplicate original)
1. Copy of this Engagement Letter for Client's records (duplicate original)
2. Form W-9 (Request for Taxpayer Identification Number and Certification) for Calderwood
2. Form W-9 (Request for Taxpayer Identification Number and Certification) for Calderwood & Harkness LLP
3. Firm's Standard Terms of Engagement (supplemental terms, if applicable) Medium
⚑ Confidentiality undertaking
3. Firm's Standard Terms of Engagement (supplemental terms, if applicable) CONFIDENTIAL — ATTORNEY-CLIENT PRIVILEGED This engagement letter and all attachments and enclosures are confidential and subject to the attorney-client privilege. Unauthorized disclosure, copying, or distribution is prohibited. Timekeeper Category | Hourly Rate Partners | $895.00 Senior Associates | $625.00 Associates | $475.00 Paralegals | $2