Contract analysis

1. PURPOSE AND BACKGROUND 1.1 Purpose of This Memorandum The purpose of this memorandum is threefold. First, this memorandum establishes and documents the legal privilege framework and common-interest protections applicable to the technical cookie audit and data flow mapping engagement to be conducted by Thistlewood Consulting Ltd ("Thistlewood") under the direction and supervision of Calderwood & Harkness LLP ("C&H"

2. LEGAL BASIS FOR PRIVILEGE 2.1 Legal Advice Privilege Under English law, legal advice privilege protects confidential communications between a client and its legal advisors made for the purpose of giving or obtaining legal advice. The privilege attaches to the communications themselves and to documents that evidence or form part of the giving or receiving of legal advice. The seminal authorities on the scope of leg

3. SCOPE OF PROTECTED MATERIALS 3.1 Categories of Protected Materials The following categories of materials are covered by this protocol and are subject to the privilege protections described in Section 2. All persons with access to these materials are required to treat them as privileged and confidential and to comply with the handling, marking, and communication protocols set out in this memorandum. (a) All Thistle

4. PRIVILEGE MARKINGS AND LABELLING REQUIREMENTS 4.1 Mandatory Markings Consistent and conspicuous privilege markings are an essential element of privilege protection. While the absence of a privilege marking does not, as a matter of law, extinguish privilege that would otherwise attach, the presence of clear and prominent markings serves multiple important functions: it signals to the recipient and to any third part

5. COMMUNICATION PROTOCOLS 5.1 Designated Contacts The effective maintenance of privilege requires that access to privileged materials and participation in privileged communications be restricted to a defined group of authorised individuals. The following individuals are the designated contacts for privilege purposes under this protocol. Only these individuals (and such additional persons as may be approved in accord

6. DOCUMENT HANDLING, STORAGE, AND RETENTION 6.1 Storage Requirements The physical and electronic security of privileged materials is essential to the maintenance of privilege. If privileged materials are stored in an insecure manner or are accessible to unauthorised persons, the confidentiality that is a prerequisite of privilege may be compromised, potentially resulting in a waiver of privilege over the affected ma

7. INADVERTENT DISCLOSURE AND PRIVILEGE CHALLENGES 7.1 Inadvertent Disclosure Protocol Despite the best efforts of all parties, the inadvertent disclosure of privileged materials to unauthorised third parties may occur. An inadvertent disclosure does not necessarily result in a waiver of privilege — under English law, the question of whether an inadvertent disclosure constitutes a waiver depends on the circumstances,

8. THISTLEWOOD CONSULTING — SPECIFIC OBLIGATIONS 8.1 Acknowledgment and Undertaking In order to ensure that Thistlewood's participation in this engagement does not compromise the privilege framework, Marcus Drayford, on behalf of Thistlewood Consulting Ltd, shall sign the acknowledgment and undertaking form appended to this memorandum as Annex A. The acknowledgment form must be signed and returned to Priscilla Wynn a

9. INTERACTION WITH REGULATORY PROCEEDINGS 9.1 CNIL Proceedings (MED-2023-097 / PLT-2023-FR-04821) The CNIL formal notice MED-2023-097, dated 14 December 2023, sets a compliance deadline of 14 March 2024. C&H has been instructed by AGMG to seek an extension of this deadline to allow sufficient time for the completion of the Thistlewood technical audit, the preparation of C&H's legal analysis, and the implementation o

10. DURATION AND AMENDMENT 10.1 Duration This protocol is effective from the date of this memorandum, 18 January 2024, and shall remain in effect for the duration of the C&H engagement (Matter No. 1017-00008) and thereafter for so long as privilege subsists in the protected materials described in Section 3. The obligations of the parties under this protocol, including the obligations regarding document handling, stor

11. GOVERNING LAW This protocol, and all questions of privilege arising under it, shall be governed by and construed in accordance with the laws of England and Wales. English law governs the existence, scope, and waiver of legal advice privilege and litigation privilege as described in this memorandum, and the English courts have jurisdiction to determine any disputes arising in connection with this protocol. To the