Contract analysis

I. PURPOSE AND BACKGROUND The purpose of this Joint Memorandum is to establish a comprehensive, binding protocol governing the creation, handling, sharing, and protection of privileged materials generated in connection with the independent workplace investigation (the "Investigation") authorized by the People & Culture Committee and the Audit & Risk Committee of the Board of Directors of Aurelius Global Media Group P

II. IDENTIFICATION OF PRIVILEGE HOLDERS A. The Client for Privilege Purposes A threshold issue in any cross-border investigation is the precise identification of the entity or entities that hold the attorney-client privilege and its English-law equivalents. In this Investigation, the privilege analysis proceeds as follows. Under United States law, the client for purposes of attorney-client privilege is AGMG and, deri

III. APPLICABLE PRIVILEGE DOCTRINES This section provides a detailed analysis of the privilege doctrines applicable in both the United States and the United Kingdom, along with an assessment of the regulatory dimensions that may bear on privilege protection. Understanding the differences and potential gaps between the two jurisdictions is essential to the protocols established in this memorandum. A. United States — F

1. Attorney-Client Privilege The attorney-client privilege in the United States is governed by federal common law in federal proceedings and by the California Evidence Code, Sections 950 through 962, in California state proceedings. The privilege protects confidential communications between counsel and the corporate client — here, AGMG and APS — made for the purpose of seeking or providing legal advice. The seminal d

2. Work-Product Doctrine The work-product doctrine provides an independent layer of protection for materials prepared in connection with anticipated or pending litigation. Under federal law, the doctrine is codified at Federal Rule of Civil Procedure 26(b)(3), which protects "documents and tangible things that are prepared in anticipation of litigation or for trial by or for another party or its representative." Unde

3. Governing Law for the Investigation The underlying allegations that have given rise to this Investigation implicate, among other legal frameworks, the California Fair Employment and Housing Act ("FEHA"), codified at California Government Code Sections 12940 et seq. FEHA prohibits sexual harassment, retaliation, and the creation of a hostile work environment in the workplace and provides for civil remedies includin

1. Legal Advice Privilege Under English law, legal advice privilege protects confidential communications between a client and its lawyers (whether solicitors or barristers, or their authorized representatives) made for the purpose of giving or obtaining legal advice. The privilege is absolute in nature and, unlike the US work-product doctrine's fact-work-product component, cannot be overridden by a showing of need. H

2. Litigation Privilege Litigation privilege under English law is broader in scope than legal advice privilege and provides a separate basis of protection. Litigation privilege protects confidential communications between the client (or its lawyers) and third parties — including non-client employees and external consultants — made for the dominant purpose of contemplated or pending litigation. Unlike legal advice pri

3. Relevance of UK Privilege to This Investigation Although the Investigation is being conducted by C&H (US counsel) in the United States concerning conduct that occurred at APS's facilities in California, the analysis of English privilege law is directly relevant to the protection of Investigation materials for several reasons: (a) The Investigation report and related work product will be shared with UK-based Board

IV. PROTOCOLS FOR SHARING PRIVILEGED MATERIALS BETWEEN US AND UK COUNSEL The cross-border character of this Investigation requires the regular sharing of privileged materials between C&H (US counsel) and P&W (UK counsel). The following protocols are designed to ensure that such sharing occurs without inadvertent waiver of privilege under either US or English law. A. Approved Channels of Communication All privileged c

V. WAIVER RISKS AND MITIGATION STRATEGIES Privilege protection is fragile. The protections of attorney-client privilege, work-product doctrine, legal advice privilege, and litigation privilege can be lost through inadvertent disclosure, selective waiver, subject-matter waiver, or through the placement of privileged advice "at issue" in litigation or other proceedings. This Section identifies the principal waiver risk

VI. DOCUMENT HANDLING AND LABELING PROTOCOL Proper handling, labeling, storage, and logging of privileged documents are essential components of any effective privilege-protection strategy. The following protocols apply to all materials generated or received in connection with the Investigation. A. Privilege Markings Consistent and prominent privilege markings serve as evidence that the privilege holder took reasonabl

VII. PROTOCOLS FOR SPECIFIC CATEGORIES OF COMMUNICATIONS Certain categories of communications generated in the course of the Investigation present unique privilege considerations. This Section addresses the most significant categories and establishes specific protocols for each. A. Board Committee Reporting C&H's reports to the People & Culture Committee and the Audit & Risk Committee — including the anticipated draf