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Contract analysis / expert-retention-letter-ciphertrace.docx
expert-retention-letter-ciphertrace.docx
1017-00003 · 13 clauses
High · 4 Medium · 6 Standard · 1
1. Introduction and Purpose of Engagement High
⚑ Non-compete / exclusivity restraint
1. Introduction and Purpose of Engagement Calderwood & Harkness LLP ("C&H" or the "Firm") represents Aurelius Global Media Group PLC ("Aurelius" or "AGMG"), a public limited company incorporated in England and Wales (Companies House Registration No. 08724561), with its registered office and principal place of business located at 45 Clarewood Place, London W1K 6TH, United Kingdom. C&H also represents Aurelius's wholly
2. Responsible Attorneys Standard
⚑ Commercial term
2. Responsible Attorneys The following attorneys at Calderwood & Harkness LLP shall be responsible for this engagement and for oversight of CipherTrace's work: • Marcus Delgado, Partner, intellectual Property — Mr. Delgado is the Responsible Partner for this engagement and has overall supervisory authority with respect to all matters relating to CipherTrace's retention and work product. • Catherine Bloom, Partner, in
3. Scope of Engagement Medium
⚑ Liability cap to check against exposure
3. Scope of Engagement CipherTrace is retained to perform the following categories of work in connection with this matter. The scope described below is intended to be comprehensive but may be supplemented or modified by mutual agreement of the parties as the engagement progresses. 3.1 Content Fingerprinting and Identification CipherTrace shall conduct digital content fingerprinting analysis on the StreamNow platform
4. Deliverables and Timeline
4. Deliverables and Timeline CipherTrace shall deliver the following work product in accordance with the timeline set forth below: C&H anticipates that the Preliminary Findings Memorandum will be used to inform the formal pre-suit demand letter targeted for service on StreamNow and its counsel in March 2026. The Final Forensic Report is intended to support the potential filing of a complaint in the Central District o
5. Compensation and Fee Estimate Medium
⚑ Liability cap to check against exposure
5. Compensation and Fee Estimate The estimated total fee for the scope of work described in this engagement letter is One Hundred Seventy-Five Thousand Dollars ($175,000.00). This estimate covers all professional fees for the engagement team, including the services of Dr. Nathan Frey and all supporting analysts, engineers, and other personnel at CipherTrace who may be assigned to this matter. Fees shall be billed on
6. Confidentiality Obligations Medium
⚑ Forum / governing law
6. Confidentiality Obligations All information, documents, data, communications, and materials provided to CipherTrace by C&H, Aurelius, AMA, or any of their respective agents, representatives, or affiliates in connection with this engagement, as well as all information concerning the existence and terms of this engagement itself, shall constitute "Confidential Information" for purposes of this letter. CipherTrace sh
7. Privilege and Work Product Protection High
⚑ Non-compete / exclusivity restraint
7. Privilege and Work Product Protection CipherTrace is retained at the direction of Calderwood & Harkness LLP, acting as legal counsel for Aurelius Global Media Group PLC and Aurelius Media Americas, Inc., in anticipation of litigation against StreamNow Holdings, Inc. and potentially other parties. The engagement is structured to preserve the protections of the attorney-client privilege and the work product doctrine
8. Independence and Conflicts Medium
⚑ Liability cap to check against exposure
8. Independence and Conflicts CipherTrace represents and warrants that, as of the date of this letter, it has no current engagement, business relationship, financial interest, or other connection involving StreamNow Holdings, Inc., Meridian Digital Distributors, LLC, Franklin Ogilvie (individually), Pinnacle Ventures Fund III, LP, Grantham Roth & Pearce LLP (counsel to StreamNow), or any of the four identified FAST c
9. Data Security and Handling High
⚑ Non-compete / exclusivity restraint
9. Data Security and Handling CipherTrace shall maintain commercially reasonable data security measures, consistent with industry best practices and applicable legal requirements, to protect all data, work product, and Confidential Information received, generated, or maintained in connection with this engagement. Such measures shall include, at a minimum, the use of encrypted storage, access controls, audit logging,
10. Term and Termination Medium
⚑ Liability cap to check against exposure
10. Term and Termination This engagement shall commence upon execution of this letter by both parties and shall continue until the scope of work described herein is completed or the engagement is earlier terminated in accordance with this Section. C&H may terminate this engagement at any time, for any reason or for no reason, upon written notice to CipherTrace. In the event of termination by C&H, CipherTrace shall be
11. No Guarantee of Outcome Medium
⚑ Forum / governing law
11. No Guarantee of Outcome CipherTrace acknowledges that its engagement hereunder is to provide objective forensic analysis and expert work product based on the data and evidence available. C&H makes no representation or guarantee regarding the outcome of any litigation, settlement, arbitration, or other legal proceeding that may arise in connection with this matter. CipherTrace's compensation under this engagement
12. Governing Law High
⚑ Non-compete / exclusivity restraint
12. Governing Law This engagement letter, and all rights and obligations of the parties hereunder, shall be governed by and construed in accordance with the laws of the State of California, without regard to principles of conflicts of law. Any dispute arising out of or relating to this engagement letter shall be subject to the exclusive jurisdiction of the state and federal courts located in Los Angeles County, Calif
13. Acceptance
13. Acceptance We look forward to working with CipherTrace on this important matter. If the foregoing terms are acceptable, please indicate your acceptance by signing and dating a copy of this letter in the space provided below and returning the executed copy to the undersigned at the Calderwood & Harkness LLP Los Angeles office. Upon execution by both parties, this letter shall constitute the binding agreement betwe