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Contract analysis / letter-to-wexford-keane-sorokin-representation.docx
letter-to-wexford-keane-sorokin-representation.docx
1016-00009 · 9 clauses
High · 2 Medium · 4 Standard · 0
I. Background on the Engagement and Investigation
I. Background on the Engagement and Investigation Calderwood & Harkness LLP was retained by Dunmore on April 14, 2022, to conduct a comprehensive internal investigation and to represent the company in responding to inquiries by the DOJ in connection with potential violations of U.S. sanctions laws, including programs administered by OFAC, and applicable export control regulations. The engagement letter, executed by D
II. Acknowledgment of Ms. Sorokin's Status and Representation
II. Acknowledgment of Ms. Sorokin's Status and Representation We acknowledge that Ms. Sorokin is a Russian-American dual national who served as a Senior Trader at DTI and was based at DTI's offices in Dubai, United Arab Emirates. Ms. Sorokin was placed on administrative leave by Dunmore on May 16, 2022, following the initiation of the internal investigation. As you have noted in your correspondence, and as is consist
III. Clarification of Roles and Potential Adverse Interests Medium
⚑ Confidentiality undertaking
III. Clarification of Roles and Potential Adverse Interests It is important that the respective roles and obligations of our two firms be clearly delineated to avoid any confusion or inadvertent creation of obligations that neither firm intends. Calderwood & Harkness LLP's sole client in this matter is Dunmore Energy Holdings Ltd. and its corporate subsidiaries, including DTI. Wexford Keane LLP's client is Natasha So
IV. Information-Sharing Protocols and Limitations Medium
⚑ Liability cap to check against exposure
IV. Information-Sharing Protocols and Limitations Given the nature of the respective representations and the potential for divergent interests between our clients, we believe it is necessary to establish clear protocols governing the sharing of information between our firms. The protocols set forth below are intended to protect the interests of both clients and to preserve the integrity of the ongoing investigation.
V. Indemnification and Advancement of Defense Costs High
⚑ Indemnity / guarantee obligation
V. Indemnification and Advancement of Defense Costs We acknowledge that Dunmore has certain indemnification and advancement-of-defense-costs obligations to Ms. Sorokin. These obligations arise under applicable Cayman Islands law, the company's Articles of Association (as amended and restated effective March 15, 2019), and Ms. Sorokin's individual employment agreement with DTI, dated January 8, 2020. Calderwood & Hark
VI. Preservation Obligations Medium
⚑ Liability cap to check against exposure
VI. Preservation Obligations As you are aware, a litigation hold notice was issued directly to Ms. Sorokin on April 20, 2022, one day following the issuance of the grand jury subpoena. A reminder of the litigation hold was reissued to Ms. Sorokin on July 15, 2022. These hold notices instructed Ms. Sorokin to preserve all documents and communications, in whatever form, that are potentially relevant to the DOJ Investig
VII. Contact Information and Coordination
VII. Contact Information and Coordination All communications regarding Ms. Sorokin's representation and matters touching on the DOJ Investigation should be directed to: Victoria Chambers, Esq. Calderwood & Harkness LLP 1750 Pennsylvania Avenue NW, Suite 800 Washington, DC 20006 Telephone: (202) 555-7100 Email: vchambers@calderwoodharkness.com with copies to: Jasmine Thornton, Esq. Calderwood & Harkness LLP 1750 Penns
VIII. Reservation of Rights High
⚑ Indemnity / guarantee obligation
VIII. Reservation of Rights Dunmore Energy Holdings Ltd. reserves all rights with respect to Ms. Sorokin under applicable law, contract, and equity, including but not limited to: (a) any and all rights related to indemnification, including the right to seek repayment of advanced defense costs under the undertaking described above; (b) any and all rights related to clawback of compensation, bonuses, or other benefits
IX. Closing Medium
⚑ Confidentiality undertaking
IX. Closing We recognize that the representation of individual employees and former employees in parallel with a corporate internal investigation requires careful coordination and mutual respect for the boundaries of the respective representations. Calderwood & Harkness LLP is committed to cooperating with Wexford Keane LLP to the extent consistent with Dunmore's interests and the integrity of the ongoing investigati