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Contract analysis / expert-engagement-letter-ridgeline.docx
expert-engagement-letter-ridgeline.docx
1019-00001 · 17 clauses
High · 2 Medium · 9 Standard · 2
1. Introduction and Purpose of Engagement Medium
⚑ Forum / governing law
1. Introduction and Purpose of Engagement Calderwood & Harkness LLP represents Whitmore Aerospace LLC ("WAL"), a Delaware limited liability company headquartered at 4200 Wilson Boulevard, Suite 1100, Arlington, Virginia 22203. WAL is the Respondent in an arbitration proceeding administered by the International Chamber of Commerce ("ICC") under ICC Case No. 27914/MHM, commenced by Kestrel Dynamics GmbH ("Kestrel"), a
2. Background of the Dispute Medium
⚑ Notice / time limit to track
2. Background of the Dispute To provide context for your engagement, we summarize below the key facts and procedural history of the dispute. This summary is provided for background purposes and should not be treated as a comprehensive recitation of all relevant facts; additional facts and documents will be provided to you as the engagement progresses. 2.1 The Master Supply Agreement The MSA governs the supply of Ti-6
3. Scope of Engagement High
⚑ Non-compete / exclusivity restraint
3. Scope of Engagement The scope of Ridgeline's engagement in this matter encompasses the following areas, each of which is described in greater detail below. We recognize that the scope may evolve as the arbitration progresses, and we will consult with you regarding any material changes. 3.1 Primary Assignment — Rebuttal of Claimant's Damages Claims Your primary assignment is to analyze and prepare an independent ex
4. Materials to Be Provided Medium
⚑ Forum / governing law
4. Materials to Be Provided C&H will provide you with the following categories of documents and materials to support your work in this engagement. Additional materials will be provided as they become available through the course of the arbitration proceedings, including through document production and the filing of further submissions: (a) The Master Supply Agreement dated June 15, 2018 (document reference WAL-KDG-MS
5. Independence and Impartiality Medium
⚑ Liability cap to check against exposure
5. Independence and Impartiality As a damages expert retained in connection with an ICC international arbitration, you and Ridgeline must at all times maintain your independence and impartiality. This obligation is consistent with the requirements of the ICC Rules of Arbitration and the expectations of the Tribunal. You must promptly disclose to C&H any circumstances, whether past or present, that might give rise to
6. Confidentiality Medium
⚑ Liability cap to check against exposure
6. Confidentiality All information, documents, data, communications, analyses, and work product provided to or generated by Ridgeline in connection with this engagement are strictly confidential. Such materials are provided to Ridgeline at the direction of counsel for WAL and are subject to the protections of the attorney-client privilege, the work product doctrine, and any applicable confidentiality orders issued by
7. Fee Arrangements and Billing Standard
⚑ Commercial term
7. Fee Arrangements and Billing Ridgeline's fees for the services described in this Engagement Letter will be billed on an hourly basis at Ridgeline's standard professional rates, which shall be set forth in a separate rate schedule to be appended hereto as Schedule A or provided under separate cover. Any changes to Ridgeline's rates during the course of the engagement shall be communicated to C&H in writing at least
8. Term and Termination Medium
⚑ Notice / time limit to track
8. Term and Termination This engagement shall commence upon the execution of this Engagement Letter by both parties and shall continue until the conclusion of the ICC arbitration proceedings in Case No. 27914/MHM, including any post-award proceedings such as requests for correction, interpretation, or supplementation of the award, or any annulment or enforcement proceedings in which Ridgeline's continued participatio
9. Communications and Points of Contact Medium
⚑ Forum / governing law
9. Communications and Points of Contact All substantive communications regarding this engagement — including the provision of documents, discussion of analytical approaches, review of draft work product, and scheduling of meetings or calls — should be directed to: Simone Laroche Senior Associate Calderwood & Harkness LLP 600 Lexington Avenue New York, New York 10022 Telephone: (212) 555-7843 Email: s.laroche@calderwo
10. Governing Law High
⚑ Non-compete / exclusivity restraint
10. Governing Law This Engagement Letter shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflict-of-laws principles. Any dispute arising out of or in connection with this Engagement Letter shall be resolved by the courts of the State of New York located in the County of New York, or the United States District Court for the Southern District of New York,
11. Acceptance and Execution Medium
⚑ Forum / governing law
11. Acceptance and Execution If the foregoing terms are acceptable to you, please indicate your acceptance by signing and dating this Engagement Letter in the space provided below and returning one fully executed copy to Simone Laroche at the address above. An electronic copy transmitted by email to s.laroche@calderwoodharkness.com shall be sufficient for purposes of confirming the engagement, provided that the origi
1. Copy of the Master Supply Agreement dated June 15, 2018 (WAL-KDG-MSA-2018-0615), toget
1. Copy of the Master Supply Agreement dated June 15, 2018 (WAL-KDG-MSA-2018-0615), together with all schedules and appendices
2. Amendment No. 1 to the MSA (February 10, 2020)
2. Amendment No. 1 to the MSA (February 10, 2020)
3. Amendment No. 2 to the MSA (September 3, 2021)
3. Amendment No. 2 to the MSA (September 3, 2021)
4. Kestrel's Request for Arbitration (November 7, 2022) Medium
⚑ Forum / governing law
4. Kestrel's Request for Arbitration (November 7, 2022)
5. WAL's Answer and Counterclaim (December 12, 2022)
5. WAL's Answer and Counterclaim (December 12, 2022)
6. Procedural Order No. 1 (February 14, 2023) Standard
⚑ Commercial term
6. Procedural Order No. 1 (February 14, 2023) cc: Vivienne St. Claire, Partner, Calderwood & Harkness LLP Jeffrey Park, Associate, Calderwood & Harkness LLP Dana Prescott, Vice President & General Counsel, Whitmore Aerospace LLC (for information only; redacted as appropriate for privilege) Contract Year | Period | Unit Price (€) CY1 | June 15, 2018 – June 14, 2019 | 4,850.00 CY2 | June 15, 2019 – June 14, 2020 | 4,97