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Contract analysis / northbridge-edd-engagement-letter.docx
northbridge-edd-engagement-letter.docx
High · 2
Medium · 9
Standard · 0
1. Introduction and Engagement of Services
1. Introduction and Engagement of Services Calderwood & Harkness LLP ("C&H" or the "Firm"), on behalf of its client Whitmore Aerospace LLC ("Whitmore" or "WAL"), a Virginia limited liability company headquartered at 2400 Ridgecrest Boulevard, Suite 600, Arlington, Virginia 22201, hereby engages Northbridge Forensic Advisory Group LLC ("Northbridge") to conduct a Tier 2 Enhanced Due Diligence investigation as describe
2. Background and Context
High
⚑ Non-compete / exclusivity restraint
2. Background and Context The following background information is provided to Northbridge solely for the purpose of establishing the context of this Engagement and enabling Northbridge to understand the compliance concerns that have given rise to the need for enhanced due diligence. This information is confidential and privileged, and Northbridge shall treat it accordingly in all respects. 2.1 Whitmore Aerospace and
3. Investigation Subjects
Medium
⚑ Liability cap to check against exposure
3. Investigation Subjects The following individuals and entities are the subjects of this Engagement: 3.1 Castellan Holdings Limited Castellan Holdings Limited is a primary subject of this investigation. Northbridge is directed to investigate the corporate structure, ownership chain, beneficial ownership, corporate history, and any compliance-relevant information pertaining to this entity. 3.2 Yiannis Andreou Yiannis
4. Scope of Investigation
Medium
⚑ Liability cap to check against exposure
4. Scope of Investigation Northbridge shall conduct the following investigative activities as part of the Tier 2 Enhanced Due Diligence Engagement. The scope described below represents the minimum investigative activities to be undertaken; Northbridge should exercise its professional judgment to pursue additional lines of inquiry that may arise during the course of the investigation, provided that any material expans
5. Deliverables
Medium
⚑ Liability cap to check against exposure
5. Deliverables Upon completion of the investigative activities described in Section 4, Northbridge shall deliver to C&H a comprehensive written Tier 2 Enhanced Due Diligence Report (the "EDD Report") setting forth all findings, analysis, and conclusions resulting from the investigation. The EDD Report shall be addressed to Calderwood & Harkness LLP and marked "PRIVILEGED AND CONFIDENTIAL — ATTORNEY WORK PRODUCT — PR
6. Report Delivery Deadline
6. Report Delivery Deadline The EDD Report shall be delivered to C&H no later than June 16, 2025, which date represents forty (40) calendar days from the opening of the underlying matter on May 7, 2025. Delivery shall be made by encrypted electronic transmission to the C&H team members identified in Section 1, unless C&H directs an alternative delivery method. Interim status updates shall be provided to Leila Nazari
7. Fees and Payment
Medium
⚑ Liability cap to check against exposure
7. Fees and Payment 7.1 Flat Fee. The total fee for this Engagement shall be a flat fee of Twenty-Eight Thousand Five Hundred United States Dollars ($28,500) for the Tier 2 Enhanced Due Diligence Report, inclusive of all investigative costs, analyst time, source inquiries, database access fees, document procurement costs, translation costs, and report preparation. The flat fee represents Northbridge's all-in price fo
8. Confidentiality and Privilege Protections
Medium
⚑ Notice / time limit to track
8. Confidentiality and Privilege Protections 8.1 Attorney-Client Privilege and Work Product Doctrine Northbridge acknowledges and agrees that this Engagement is undertaken at the direction of counsel — specifically, Calderwood & Harkness LLP — in anticipation of providing legal advice to Whitmore Aerospace LLC regarding compliance with U.S. export control laws (including the International Traffic in Arms Regulations,
9. Representations and Warranties of Northbridge
Medium
⚑ Liability cap to check against exposure
9. Representations and Warranties of Northbridge Northbridge represents and warrants to C&H and to Whitmore as follows: (a) No Conflict of Interest. Northbridge represents that it has conducted an internal conflict of interest check and has determined that it has no conflict of interest with respect to the investigation subjects — Castellan Holdings Limited, Yiannis Andreou, or Viktor Semichastny — or any party to th
10. Term and Termination
High
⚑ Unilateral / for-convenience termination
10. Term and Termination 10.1 Term. This Engagement shall commence upon execution of this letter by both parties and shall continue until delivery of the final EDD Report and payment of all fees due and owing hereunder, unless earlier terminated in accordance with this Section 10. 10.2 Termination for Convenience. Either party may terminate this Engagement upon ten (10) business days' written notice to the other part
11. Limitation of Liability
Medium
⚑ Liability cap to check against exposure
11. Limitation of Liability Northbridge's total aggregate liability to C&H, Whitmore, and any other person or entity under or in connection with this Engagement — whether arising in contract, tort, negligence, strict liability, or otherwise — shall not exceed the fee actually paid to Northbridge under this Engagement (i.e., Twenty-Eight Thousand Five Hundred United States Dollars ($28,500)). This limitation of liabil
12. Governing Law and Dispute Resolution
Medium
⚑ Forum / governing law
12. Governing Law and Dispute Resolution 12.1 Governing Law. This Engagement letter and all matters arising out of or relating to this Engagement shall be governed by and construed in accordance with the laws of the District of Columbia, without regard to conflict of laws principles. 12.2 Dispute Resolution. Any dispute, controversy, or claim arising out of or relating to this Engagement letter, or the breach, termin
13. Authorization and Acceptance
Medium
⚑ Confidentiality undertaking
13. Authorization and Acceptance C&H confirms that it has been authorized by its client, Whitmore Aerospace LLC, through Janet Pfeiffer, General Counsel and Chief Compliance Officer, to engage Northbridge Forensic Advisory Group LLC for the purposes described in this letter. The terms set forth herein have been reviewed and approved by Ms. Pfeiffer on behalf of Whitmore. If the foregoing terms are acceptable to North