Contract analysis

1. Purpose and Background I write to propose and formalize a coordination protocol between Calderwood & Harkness LLP ("C&H") and Ashford & Reeves LLP ("A&R") in connection with their concurrent representation of Whitmore Aerospace LLC ("WAL" or "Whitmore"), a Virginia limited liability company headquartered at 4200 Commerce Park Drive, Suite 600, Chantilly, Virginia 20151. As you know, WAL faces parallel proceedings

2. Summary of the Underlying Dispute and Procedural Posture To ensure that both firms and their respective teams are operating from a common factual and procedural baseline, I set forth below a summary of the key facts, contractual provisions, and procedural history relevant to both the DCMA administrative review and the declaratory judgment litigation. 2.1 The DCMA Administrative Review The dispute arises under Prim

Section 11.4(b) of the Teaming Agreement provides, in relevant part, that each Team Member shall indemnify the other "for any and all claims, losses, costs, damages, and expenses (including reasonable attorneys' fees) arising from government cost-disallowance claims, to the extent such claim is caused by Team Member's acts or omissions." The phrase "to the extent such claim is caused by" imposes a causation requireme

3. Respective Roles and Responsibilities In order to avoid duplication of effort, ensure consistent messaging, and preserve the client's ability to take coordinated and well-informed positions in both the administrative and litigation tracks, the following allocation of roles and responsibilities is proposed. 3.1 Ashford & Reeves LLP — Regulatory/Administrative Track A&R shall have lead responsibility for all interac

4. Information-Sharing Procedures Effective coordination between the firms depends upon reliable and timely information sharing. The following procedures are proposed. 4.1 Designated Points of Contact To streamline day-to-day communications and avoid the inefficiency of ad hoc multi-party exchanges, each firm shall designate a primary point of contact and an escalation contact as follows: C&H Primary Contact: Simone

5. Communication Cadence 5.1 Regular Status Calls The designated contacts at both firms — Ms. Laroche (C&H) and Ms. Cheng (A&R) — shall participate in a regularly scheduled conference call on a biweekly (every two weeks) basis. I propose that these calls be scheduled on alternating Wednesdays at 2:00 p.m. Eastern Time, beginning the week of January 16, 2023, though the precise scheduling can be finalized during our i

6. Key Upcoming Milestones and Action Items For the avoidance of doubt, and to ensure both firms are aligned on near-term priorities, the following key milestones and action items are identified: (a) Reply to Counterclaim. C&H is preparing a Reply to HDDS's Counterclaim filed on January 13, 2023. Target filing date: early February 2023. C&H will circulate a draft to A&R for informational purposes prior to filing. (b)

7. Billing and Client Authorization Each firm shall continue to bill WAL separately under its own engagement arrangements, and the coordination protocol described in this letter does not create any fee-sharing arrangement, joint venture, partnership, or other financial relationship between the firms. Each firm is solely responsible for its own fees, costs, and disbursements, and neither firm assumes any obligation to

8. Confidentiality and Ethical Considerations Both firms acknowledge that WAL holds an active facility security clearance at the SECRET level, issued pursuant to the National Industrial Security Program. In the course of the DCMA administrative review, it is possible that both firms may encounter or be exposed to classified or security-sensitive information. Any classified information must be handled in strict accord

9. Agreement and Confirmation I would be grateful if you would countersign this letter in the space provided below, or alternatively return a confirming email to my attention indicating A&R's agreement to the coordination protocol described herein. Either form of acknowledgment will suffice for our purposes. This protocol may be revised or supplemented by mutual agreement of the firms at any time as circumstances evo