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Contract analysis / engagement-letter-aurelius.docx
engagement-letter-aurelius.docx
High · 1
Medium · 11
Standard · 4
1. Introduction and Purpose
Standard
⚑ Commercial term
1. Introduction and Purpose Thank you for meeting with me on January 15, 2026 to discuss the concerns of Aurelius Global Media Group PLC and its subsidiary regarding the unauthorized exploitation of its audiovisual content by StreamNow Holdings, Inc. and related parties. That initial consultation, together with the background materials your office shared with us in advance, provided a thorough foundation for our asse
2. Scope of Representation
Medium
⚑ Liability cap to check against exposure
2. Scope of Representation 2.1 Description of the Matter The Firm is engaged to conduct a pre-suit copyright infringement assessment and to pursue enforcement action on behalf of Client against StreamNow Holdings, Inc. ("StreamNow"), a Delaware corporation (Delaware Division of Corporations File No. 7291843), with its principal place of business at 3400 Wilshire Boulevard, Suite 1800, Los Angeles, California 90010. C
3. Engagement Team
Standard
⚑ Commercial term
3. Engagement Team The following attorneys will serve as the primary members of the engagement team for this Matter: 3.1 Responsible Partner Marcus Delgado, Partner, intellectual Property Group, Los Angeles office. Mr. Delgado will serve as the primary relationship partner and will have overall strategic direction and supervisory responsibility for the engagement. He will serve as lead signatory on all demand corresp
4. Fees and Billing
Standard
⚑ Commercial term
4. Fees and Billing 4.1 Hourly Rates Fees for legal services rendered in connection with this engagement will be calculated on the basis of the time spent by each timekeeper at such timekeeper's applicable hourly rate. The current hourly rates for the members of the engagement team are as follows: A complete schedule of hourly rates for all timekeepers who may be assigned to the Matter is set forth in Exhibit A attac
5. Retainer
Standard
⚑ Commercial term
5. Retainer Upon execution of this Engagement Letter, Client shall pay to the Firm an advance retainer in the amount of One Hundred Fifty Thousand Dollars ($150,000) (the "Retainer"). The Retainer is due and payable upon Client's countersignature of this Letter and shall be received by the Firm no later than ten (10) business days following the date of execution. For the Firm's records, receipt of the Retainer is ant
6. Expenses and Disbursements
Medium
⚑ Liability cap to check against exposure
6. Expenses and Disbursements Client is responsible for all reasonable out-of-pocket expenses and disbursements incurred by the Firm in connection with this engagement. Such expenses include, but are not limited to: (a) Filing fees and court costs; (b) Service of process charges; (c) Travel expenses (airfare, lodging, ground transportation, and meals) incurred in connection with the Matter, including travel for depos
7. Client Contact and Communications
High
⚑ Non-compete / exclusivity restraint
7. Client Contact and Communications The primary client contact for purposes of this engagement is Fiona Hartwell, General Counsel, Aurelius Global Media Group PLC. All privileged communications, legal advice, strategic recommendations, and substantive correspondence regarding the Matter will be directed to Ms. Hartwell unless otherwise agreed in writing. In addition to Ms. Hartwell, Client has designated the followi
8. Conflict of Interest
Medium
⚑ Confidentiality undertaking
8. Conflict of Interest 8.1 Conflict Check Completed In accordance with the California Rules of Professional Conduct and the Firm's internal policies, Calderwood & Harkness has conducted a comprehensive conflicts check covering all known parties, entities, and individuals associated with this Matter. The conflicts check included the following parties: (a) StreamNow Holdings, Inc. and its officers and directors, inclu
9. Authorization to Retain Experts and Third-Party Vendors
Medium
⚑ Forum / governing law
9. Authorization to Retain Experts and Third-Party Vendors Client hereby authorizes Calderwood & Harkness to retain, on Client's behalf and at Client's expense, the following experts and third-party vendors in connection with this Matter: (a) CipherTrace Analytics, LLC Address: 2700 Sand Hill Road, Suite 130, Menlo Park, California 94025 Engagement Lead: Dr. Nathan Frey, Director, Digital Media Forensics Scope of Ser
10. Document Preservation
Medium
⚑ Liability cap to check against exposure
10. Document Preservation Client is hereby advised of its legal obligation to preserve all documents, communications, data, and electronically stored information ("ESI") that are potentially relevant to this Matter. This obligation extends to all physical and electronic records in the possession, custody, or control of Client, its officers, directors, employees, agents, and affiliates, including but not limited to: (
11. Confidentiality
Medium
⚑ Confidentiality undertaking
11. Confidentiality Calderwood & Harkness will maintain the confidentiality of all Client information received in connection with this engagement in accordance with the California Rules of Professional Conduct, the American Bar Association Model Rules of Professional Conduct, and all other applicable rules and standards governing the professional conduct of attorneys. All communications between Client and the Firm, i
12. Insurance Coordination
Medium
⚑ Notice / time limit to track
12. Insurance Coordination Client has advised the Firm that it maintains a media liability and intellectual property enforcement insurance policy with Fortbridge Specialty Insurance Company, Policy No. FSI-ML-2024-07821. The policy provides coverage limits of $25,000,000 per occurrence and $50,000,000 in the aggregate. The policy was brokered by Calder & Whitfield Insurance Brokers Ltd., located at 71 Fenchurch Stree
13. Termination
Medium
⚑ Confidentiality undertaking
13. Termination Either party may terminate this engagement at any time upon written notice to the other party. Upon termination by either party: (a) Client shall remain responsible for all fees and costs incurred through the date of termination, including any disbursements or expert costs committed prior to the effective date of termination. (b) If the Success Fee described in Section 4.2 has been earned as of the da
14. Limitation of Liability
Medium
⚑ Liability cap to check against exposure
14. Limitation of Liability Client acknowledges that the practice of law involves inherent uncertainties and that the Firm cannot guarantee any particular outcome in this Matter. This Engagement Letter does not constitute a guarantee or warranty of any kind regarding the results of the Firm's representation, the likelihood of success on any claim, or the amount of any recovery. To the fullest extent permitted by appl
15. Governing Law and Dispute Resolution
Medium
⚑ Forum / governing law
15. Governing Law and Dispute Resolution This Engagement Letter shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict of laws principles. Any dispute, controversy, or claim arising out of or relating to this Engagement Letter or the Firm's representation of Client hereunder, including any dispute regarding the amount or payment of fees, shall be reso
16. Entire Agreement and Amendments
16. Entire Agreement and Amendments This Engagement Letter, including the exhibits attached hereto, constitutes the entire agreement between Calderwood & Harkness LLP and Client with respect to the matters described herein and supersedes all prior oral or written understandings, representations, or agreements between the parties relating to the subject matter of this Letter. No amendment, modification, supplement, or
17. Acceptance and Signatures
Medium
⚑ Assignment / subcontracting
17. Acceptance and Signatures If the foregoing terms and conditions are acceptable to Client, please indicate Client's acceptance by countersigning this Engagement Letter in the space provided below and returning the countersigned original to me at the following address, together with the advance retainer of $150,000 described in Section 5: Marcus Delgado, Esq. Calderwood & Harkness LLP 1999 Avenue of the Stars, Suit