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Contract analysis / engagement-letter-agmg.docx
engagement-letter-agmg.docx
1017-00005 · 16 clauses
High · 1 Medium · 7 Standard · 2
1. Purpose and Introduction Medium
⚑ Forum / governing law
1. Purpose and Introduction Calderwood & Harkness LLP (the "Firm") is pleased to confirm its engagement by the Board of Directors (the "Board") of Aurelius Global Media Group PLC ("AGMG" or the "Company"), a public limited company incorporated in England and Wales and listed on the London Stock Exchange (AIM market), to conduct an independent, privileged workplace investigation as described more fully below. We appre
2. Identity of the Client Medium
⚑ Confidentiality undertaking
2. Identity of the Client It is important at the outset to identify clearly who the Firm's client is in connection with this engagement, as the nature of a workplace investigation involves interaction with numerous individuals who may have varying and potentially adverse interests. The client for purposes of this engagement is Aurelius Global Media Group PLC, acting through its Board of Directors. Calderwood & Harkne
3. Scope of the Investigation Medium
⚑ Liability cap to check against exposure
3. Scope of the Investigation The scope of the investigation encompasses the following categories of allegations, as reported through the Company's Ethics & Compliance Hotline and as further described in the intake materials provided by Meridian Compliance Solutions LLC: A. Allegations of Sexual Harassment — Jenna Morales The investigation will examine allegations of sexual harassment by Marcus Hale directed at Jenna
4. Investigation Methodology Medium
⚑ Notice / time limit to track
4. Investigation Methodology The Firm will conduct the investigation in accordance with best practices for independent workplace investigations, with a view toward thoroughness, fairness, impartiality, and defensibility. The following describes the principal components of the investigation methodology. Witness Interviews. The investigation team will identify and interview all relevant witnesses, including the complai
5. Reporting Structure Standard
⚑ Commercial term
5. Reporting Structure Calderwood & Harkness will report its findings and recommendations to the People & Culture Committee and the Audit & Risk Committee of the AGMG Board, acting jointly through their respective chairs, Dame Cordelia Ashworth and Raymond Okoro. The Firm's ultimate obligation is to the Board of Directors of AGMG, and the investigation report will be delivered to the Authorizing Committees as the des
6. Fees and Billing Arrangements Medium
⚑ Liability cap to check against exposure
6. Fees and Billing Arrangements Calderwood & Harkness will bill for its services in connection with this engagement on an hourly basis in accordance with the Firm's standard billing practices. The current standard hourly rates for the professionals anticipated to be primarily staffed on this engagement are as follows: These rates reflect the Firm's current standard billing rates for the identified professionals. The
7. Privilege and Confidentiality High
⚑ Non-compete / exclusivity restraint
7. Privilege and Confidentiality This engagement is undertaken at the direction of the Board of Directors of AGMG for the purpose of obtaining legal advice in connection with the allegations of workplace misconduct described herein. It is the express intent of both the Company and the Firm that all communications between Calderwood & Harkness and the Company, and all work product generated by the Firm in connection w
8. Preservation of Documents — Litigation Hold Medium
⚑ Liability cap to check against exposure
8. Preservation of Documents — Litigation Hold The preservation of relevant documents and electronically stored information is of critical importance in connection with this investigation, both to ensure the integrity and thoroughness of the investigation itself and to discharge the Company's obligations to preserve evidence in anticipation of potential litigation or regulatory proceedings. Contemporaneous with the c
9. Conflicts of Interest
9. Conflicts of Interest Calderwood & Harkness has conducted a comprehensive conflicts of interest check in connection with this proposed engagement, in accordance with the Firm's internal conflicts policies and applicable rules of professional conduct. Based on that review, the Firm confirms that it has identified no conflicts of interest that would preclude the Firm from undertaking this engagement as of the date o
10. Staffing
10. Staffing The investigation will be staffed by the following professionals from Calderwood & Harkness LLP: Bernard Crawford, Partner, will serve as the Responsible Partner for this engagement. Mr. Crawford will have overall supervisory responsibility for the investigation, including strategic direction, quality control, and oversight of the final investigation report. Mr. Crawford is a senior partner in the Firm's
11. Estimated Timeline
11. Estimated Timeline The Firm anticipates that the investigation will require approximately three to four months from the date of formal commencement to delivery of the final investigation report. This estimate is based on the Firm's experience with investigations of comparable scope and complexity and takes into account the anticipated volume of witness interviews, the volume of documents for review, and the time
12. Insurance Notifications
12. Insurance Notifications The Firm recommends that the Company promptly notify its relevant insurance carriers of the allegations described herein and of the commencement of the investigation. Timely notice to insurers is essential to preserve the Company's rights under its applicable insurance policies and to ensure that coverage is available for investigation costs, defense costs, and any potential liability aris
13. Interim Protective Measures
13. Interim Protective Measures Pending the outcome of the investigation, the Firm recommends that the Company consider implementing certain interim protective measures designed to safeguard the integrity of the investigation and to protect complainants, witnesses, and other employees from potential retaliation or further harm. Specifically, the Firm recommends that the Company consider placing Mr. Hale on paid admin
14. Governing Law Medium
⚑ Forum / governing law
14. Governing Law This engagement letter and the Firm's engagement by the Company shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict of laws principles. The rights and obligations of the Firm in connection with this engagement are further subject to the California Rules of Professional Conduct and any other applicable rules of professional respons
15. Termination Standard
⚑ Commercial term
15. Termination Either party may terminate this engagement at any time upon written notice to the other party, subject to the Firm's ethical obligations under the California Rules of Professional Conduct and any other applicable rules of professional conduct. The Firm recognizes that, upon termination by the Company, the Firm has an obligation to take reasonable steps to protect the Company's interests, including pro
16. Agreement and Acknowledgment
16. Agreement and Acknowledgment We are honored to have been selected by the Board to conduct this investigation, and we recognize the importance and sensitivity of the matters entrusted to us. We are committed to conducting the investigation with the utmost professionalism, thoroughness, and impartiality, and to providing the Board with the information and analysis it needs to make informed decisions regarding the a