Contract analysis
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Contract analysis / engagement-letter-deh.docx
engagement-letter-deh.docx
High · 4
Medium · 6
Standard · 2
1. Engagement and Confirmation of Retention
1. Engagement and Confirmation of Retention This letter confirms that Dunmore Energy Holdings Ltd. ("Dunmore," "DEH," or the "Company"), a Cayman Islands exempted company incorporated with limited liability (Company Registration No. MC-334821), has retained Calderwood & Harkness LLP ("Calderwood & Harkness," "C&H," or the "Firm") to represent the Company effective as of April 14, 2022, subject to the terms and condit
2. Scope of Representation
High
⚑ Penalty / liquidated damages
2. Scope of Representation 2.1 Primary Scope Calderwood & Harkness will represent Dunmore Energy Holdings Ltd. and, as appropriate and subject to conflict clearance on a subsidiary-by-subsidiary basis, the following subsidiaries of the Company (collectively with DEH, the "Dunmore Entities"): • Dunmore Trading International Ltd. (Dubai, United Arab Emirates; DIFC License No. CL-4827); • Dunmore upstream Americas LLC (
3. Responsible Attorneys and Staffing
Medium
⚑ Assignment / subcontracting
3. Responsible Attorneys and Staffing 3.1 Responsible Partner Victoria Chambers, Partner, White Collar Defense & Investigations Group, based in the Firm's Washington, D.C. office (1750 Pennsylvania Avenue NW, Suite 800, Washington, DC 20006), shall serve as the Responsible Partner for this engagement. Ms. Chambers will have overall supervisory responsibility for the engagement, including the direction and coordinatio
4. Matter Number and Administration
4. Matter Number and Administration This matter has been assigned Firm Matter Number 1016-00009. All time entries, expenses, disbursements, correspondence, and other records relating to this engagement should reference this matter number. We ask that you and your colleagues use this matter number in all communications with the Firm to facilitate accurate tracking and administration. Marcus Wellbourne, Esq., General C
5. Billing Rates and Fees
Medium
⚑ Notice / time limit to track
5. Billing Rates and Fees 5.1 Hourly Rate Schedule The Firm will bill for professional services on an hourly basis at the Firm's standard hourly rates. The standard hourly rate ranges for the categories of professionals initially assigned to this matter are as follows (rates effective as of January 1, 2022): The individual hourly rates for the professionals initially assigned to this engagement are as follows: The Fi
6. Client Identity and Affiliated Entities
High
⚑ Non-compete / exclusivity restraint
6. Client Identity and Affiliated Entities We wish to confirm clearly and for the avoidance of any doubt that the Firm's client in this engagement is Dunmore Energy Holdings Ltd., the Cayman Islands exempted company. The Firm's representation extends to the subsidiaries listed in Section 2.1 above—namely, Dunmore Trading International Ltd., Dunmore upstream Americas LLC, Dunmore Renewables GmbH, and Dunmore Explorati
7. Conflicts of Interest
7. Conflicts of Interest The Firm has conducted a comprehensive conflicts check as of April 13, 2022, in accordance with its internal conflict clearance procedures and the applicable rules of professional conduct. The conflict check covered the following entities and individuals: • Dunmore Energy Holdings Ltd. and all identified subsidiaries (Dunmore Trading International Ltd., Dunmore upstream Americas LLC, Dunmore
8. Privileged Communications and Work Product
Medium
⚑ Forum / governing law
8. Privileged Communications and Work Product All communications between Calderwood & Harkness and Dunmore, its authorized representatives, officers, and employees in connection with this engagement are intended to be, and should be treated as, protected by the attorney-client privilege and/or the work product doctrine to the fullest extent permitted by applicable law. This includes oral and written communications, m
9. Document Preservation and Litigation Hold
Medium
⚑ Liability cap to check against exposure
9. Document Preservation and Litigation Hold In light of the anticipated government inquiry, the Company has an immediate and ongoing obligation to preserve all documents, electronically stored information ("ESI"), and other materials that are or may be relevant to the matters described in this letter. The failure to preserve such materials could result in severe adverse consequences, including adverse inferences, sa
10. Third-Party Vendors and Consultants
Standard
⚑ Commercial term
10. Third-Party Vendors and Consultants In connection with this engagement, the Firm anticipates recommending the retention of the following categories of third-party service providers, whose fees and expenses will be the responsibility of the Client (either through direct engagement by the Client or through advancement by the Firm and pass-through to the Client, as the parties may agree): (a) E-discovery Vendor. An
11. Insurance Notification
High
⚑ Penalty / liquidated damages
11. Insurance Notification The Firm recommends that the Company promptly notify its directors' and officers' ("D&O") liability insurance carrier of the DOJ inquiry, the retention of defense counsel, and the commencement of the internal investigation. Timely notification to the carrier is critical to preserving the Company's rights under the policy, including coverage for defense costs and, potentially, settlement amo
12. Indemnification and Advancement
High
⚑ Indemnity / guarantee obligation
12. Indemnification and Advancement The Firm notes that the Company may have indemnification and advancement obligations under Cayman Islands law, its memorandum and articles of association, and individual employment or indemnification agreements with respect to current and former officers, directors, and employees who become subjects of, targets of, or witnesses in the government inquiry. Such obligations may includ
13. Shareholder and Board Communications
13. Shareholder and Board Communications The Firm will provide periodic status updates on the progress of the engagement, the internal investigation, and any government interactions to you, in your capacity as General Counsel, as well as to Callum Renshaw (CEO) and Sandra Whitfield (CFO), as authorized by you. In addition, as directed by you and subject to appropriate privilege protections, the Firm will participate
14. Termination
Standard
⚑ Commercial term
14. Termination Either the Client or the Firm may terminate this engagement at any time upon written notice to the other party. No reason need be stated for such termination, although the Firm would appreciate the opportunity to discuss any concerns that may give rise to a decision to terminate. In the event of termination by either party, the Client shall remain responsible for payment of all professional fees and e
15. File Retention
15. File Retention Upon conclusion of the engagement, the Firm will retain client files and materials in accordance with its standard file retention policy, which currently provides for retention of closed files for a period of ten (10) years from the date of file closure, after which files may be destroyed in the ordinary course without further notice to the Client. Originals of documents provided by the Client to t
16. Governing Law and Dispute Resolution
Medium
⚑ Forum / governing law
16. Governing Law and Dispute Resolution This engagement letter and all matters arising out of or relating to the Firm's representation of the Client, including any claims for malpractice, breach of fiduciary duty, or breach of contract, 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. Any dispute, controversy, or claim arising
17. Acceptance and Execution
17. Acceptance and Execution We are confident that Calderwood & Harkness can provide the highest quality legal services to Dunmore in connection with this critical and sensitive matter. We look forward to working with you and the Dunmore team. If the foregoing accurately reflects your understanding and agreement, please sign and return a copy of this letter to the undersigned. Your signature will confirm that Dunmore
1. Conflict Check Memorandum (dated April 13, 2022)
1. Conflict Check Memorandum (dated April 13, 2022)
2. Staffing Plan & Budget Estimate Memorandum (to be dated April 18, 2022)
2. Staffing Plan & Budget Estimate Memorandum (to be dated April 18, 2022)
3. Litigation Hold Notice Template (to be dated April 20, 2022)
Medium
⚑ Confidentiality undertaking
3. Litigation Hold Notice Template (to be dated April 20, 2022) CONFIDENTIAL — ATTORNEY-CLIENT PRIVILEGED Calderwood & Harkness LLP | 1750 Pennsylvania Avenue NW, Suite 800, Washington, DC 20006 Matter No. 1016-00009 Category | Hourly Rate Range Partners | $1,450 – $1,750 per hour Senior Counsel | $1,250 – $1,400 per hour Associates | $750 – $1,100 per hour Paralegals / Paralegal Managers | $350 – $475 per hour Profe