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Contract analysis / preservation-notice-vcr-custodians.docx
preservation-notice-vcr-custodians.docx
1021-00008 · 45 clauses
High · 3 Medium · 8 Standard · 0
1. Garrett W. Daskine, Division President
1. Garrett W. Daskine, Division President
2. Nicole Prescott, Vice President of Finance
2. Nicole Prescott, Vice President of Finance
3. Ryan Mateo Serrano, Controller
3. Ryan Mateo Serrano, Controller
4. Angela DeLuca, Director of Sales
4. Angela DeLuca, Director of Sales
5. Thomas J. Bridwell, Director of Property Operations
5. Thomas J. Bridwell, Director of Property Operations
6. Catherine Hyunh, Senior Accountant — Revenue
6. Catherine Hyunh, Senior Accountant — Revenue
7. Marcus A. Fowler, Senior Accountant — General Ledger
7. Marcus A. Fowler, Senior Accountant — General Ledger
8. Diana Morales, Accounts Payable Manager
8. Diana Morales, Accounts Payable Manager
9. Brett Calloway, Capital Projects Manager
9. Brett Calloway, Capital Projects Manager
10. Steven R. Wynn, Procurement Coordinator
10. Steven R. Wynn, Procurement Coordinator
11. Janelle Okafor, Financial Analyst — Capital Planning
11. Janelle Okafor, Financial Analyst — Capital Planning RE: Mandatory Preservation of Documents and Electronically Stored Information — Internal Investigation by the Audit Committee of Verimark Hospitality Group Inc. C&H Matter No.: 1021-00008 DOCUMENT PRESERVATION NOTICE
I. Purpose and Authority High
⚑ Penalty / liquidated damages
I. Purpose and Authority Calderwood & Harkness LLP ("Calderwood & Harkness" or the "Firm") has been retained by the Audit Committee of the Board of Directors (the "Audit Committee") of Verimark Hospitality Group Inc. ("VHG"), a Delaware corporation publicly traded on the Nasdaq Stock Market (ticker symbol: VMRK), with headquarters at 4100 Bayshore Boulevard, Suite 1200, Tampa, Florida 33611, to conduct an independent
II. Scope of the Investigation Medium
⚑ Liability cap to check against exposure
II. Scope of the Investigation The investigation concerns two principal categories of conduct at VCR, as described below. For the avoidance of doubt, the investigation is not limited to the specific transactions or matters referenced below, but encompasses all facts, circumstances, and communications that are relevant to, or reasonably related to, the matters described.
1. Revenue-Recognition Practices High
⚑ Non-compete / exclusivity restraint
1. Revenue-Recognition Practices The investigation will examine whether timeshare-interest purchase deposits received at VCR resort properties were prematurely recognized as completed-sale revenue prior to the expiration of the statutory ten (10) day rescission period applicable under Florida Statute § 721.10, and whether the accounting treatment of such deposits was consistent with applicable generally accepted acco
2. Expense-Reporting and Capital-Improvement Expenditures
2. Expense-Reporting and Capital-Improvement Expenditures The investigation will also examine whether fictitious or inflated vendor invoices and purchase orders were created, approved, or processed in connection with capital-improvement budgets at VCR properties, and whether any payments made pursuant to such invoices or purchase orders were directed to entities or accounts that were not bona fide third-party vendors
III. Temporal Scope of Preservation
III. Temporal Scope of Preservation You must preserve all documents and ESI, as described in Section IV below, that were created, sent, received, modified, or stored from January 1, 2021 to the present, and you must continue to preserve all such materials on a going-forward basis until you receive further written notice from Calderwood & Harkness LLP or the Audit Committee that this preservation obligation has been m
IV. Categories of Materials to Be Preserved Medium
⚑ Liability cap to check against exposure
IV. Categories of Materials to Be Preserved The following categories of materials must be preserved. These categories are intended to be illustrative and broadly encompassing, not exhaustive. If you possess, have custody of, or have control over any document or ESI that you believe may be relevant to the matters described in Section II, you must preserve it regardless of whether it falls neatly within one of the cate
V. Preservation Obligations — Specific Instructions
V. Preservation Obligations — Specific Instructions In addition to the general obligation to preserve all documents and ESI within the categories described in Section IV, you must comply with each of the following specific instructions: A. Prohibition on Destruction, Alteration, or Concealment
1. You must immediately cease any routine or non-routine destruction of documents and ESI
1. You must immediately cease any routine or non-routine destruction of documents and ESI within the scope of this Notice. This includes, without limitation, the suspension of any auto-delete policies, retention schedules, or automated purge routines applicable to your email account, messaging accounts, file storage, or any other system in which documents or ESI within the scope of this Notice may reside. If you are
2. You must not delete, shred, discard, overwrite, modify, encrypt (beyond existing encry
2. You must not delete, shred, discard, overwrite, modify, encrypt (beyond existing encryption protocols already in place), relocate, or otherwise alter or conceal any documents or ESI within the scope of this Notice. This prohibition applies to materials in all formats and in all locations, including corporate systems, personal devices, personal accounts, cloud storage, and physical files.
3. You must not instruct, request, suggest, or encourage any other person — whether a VCR
3. You must not instruct, request, suggest, or encourage any other person — whether a VCR or VHG employee, a vendor, a contractor, a family member, or any other individual — to destroy, alter, conceal, remove, or otherwise tamper with any documents or ESI within the scope of this Notice.
4. You must not remove, uninstall, or modify any software or applications on corporate-is
4. You must not remove, uninstall, or modify any software or applications on corporate-issued or personal devices that may contain or facilitate access to documents or ESI within the scope of this Notice.
5. Any intentional or negligent destruction, alteration, or concealment of documents or E Medium
⚑ Liability cap to check against exposure
5. Any intentional or negligent destruction, alteration, or concealment of documents or ESI within the scope of this Notice may constitute spoliation of evidence and may result in severe legal consequences for you and for VHG, including but not limited to adverse inference instructions in litigation, monetary sanctions, contempt findings, and potential criminal liability under applicable federal and state laws. B. Af
1. Hard-copy materials: Identify and segregate all hard-copy materials within the scope o
1. Hard-copy materials: Identify and segregate all hard-copy materials within the scope of this Notice and store them securely in a designated location. Do not commingle materials subject to this Notice with other files or records. If you require assistance identifying an appropriate storage location, contact Calderwood & Harkness LLP.
2. No removal of documents: Do not remove any documents or files from VCR offices, facili
2. No removal of documents: Do not remove any documents or files from VCR offices, facilities, or storage locations without prior written authorization from Calderwood & Harkness LLP. If you have already taken documents home or to another offsite location, do not return, destroy, or alter them; instead, notify Calderwood & Harkness LLP immediately and await further instructions.
3. Identification of additional locations: If you become aware of any documents or ESI th Medium
⚑ Liability cap to check against exposure
3. Identification of additional locations: If you become aware of any documents or ESI that may be responsive to this Notice but are stored in locations not described above — including but not limited to home offices, vacation properties, personal cloud storage accounts, third-party file-sharing platforms, third-party systems, or any other location — you must notify Calderwood & Harkness LLP immediately so that appro
4. Backup tapes and archived data: Preserve all backup tapes, server images, archived dat
4. Backup tapes and archived data: Preserve all backup tapes, server images, archived data, and disaster-recovery copies that may contain materials within the scope of this Notice. Coordinate with VHG and VCR information technology personnel as necessary to ensure that all such media are identified, secured, and protected from overwriting, recycling, or destruction. If you are unsure whether any backup tapes or archi
5. Departing employees: If you become aware that any person who may have possession of re Medium
⚑ Assignment / subcontracting
5. Departing employees: If you become aware that any person who may have possession of relevant documents or ESI is departing VCR or VHG employment, or is being reassigned, you must notify Calderwood & Harkness LLP immediately so that appropriate preservation and collection measures can be implemented before the departure or reassignment occurs. C. Ongoing Obligation This preservation obligation is continuing in natu
VI. Confidentiality Medium
⚑ Confidentiality undertaking
VI. Confidentiality The existence and subject matter of this investigation, this Notice, and any communications you may have with Calderwood & Harkness LLP regarding the investigation are strictly confidential. You must observe the following confidentiality requirements:
1. You must not discuss the investigation, this Notice, or any documents or information r
1. You must not discuss the investigation, this Notice, or any documents or information relating to the investigation with any person other than attorneys of Calderwood & Harkness LLP, unless you have received specific written authorization from Calderwood & Harkness LLP to do so.
2. You must not discuss the investigation with other VCR or VHG employees, including the
2. You must not discuss the investigation with other VCR or VHG employees, including the other recipients of this Notice, except as may be strictly necessary to comply with specific preservation steps described herein and only to the extent specifically directed by Calderwood & Harkness LLP. If you believe that a communication with another employee is necessary for preservation purposes, you must contact Calderwood &
3. You must not disclose the existence of this investigation or this Notice to any extern Medium
⚑ Liability cap to check against exposure
3. You must not disclose the existence of this investigation or this Notice to any external party, including but not limited to vendors, contractors, customers, investors, analysts, members of the media, family members, personal attorneys, or any other person outside of VHG and its subsidiaries.
4. You must not post any information about the investigation, this Notice, or any related
4. You must not post any information about the investigation, this Notice, or any related matters on social media, internet forums, or any other public or semi-public platform.
5. Unauthorized disclosure of the existence or subject matter of the investigation may co
5. Unauthorized disclosure of the existence or subject matter of the investigation may compromise the integrity of the investigation, may constitute a violation of company policy, and may result in disciplinary action up to and including termination of employment.
VII. Contact Information High
⚑ Non-compete / exclusivity restraint
VII. Contact Information All questions regarding this Notice, your preservation obligations, or any other aspect of your responsibilities in connection with the investigation should be directed exclusively to the following attorneys at Calderwood & Harkness LLP: Howard Quinn, Partner Calderwood & Harkness LLP 200 South Biscayne Boulevard, Suite 4400 Miami, Florida 33131 Telephone: (305) 555-8200 Email: hquinn@calderw
VIII. Acknowledgment and Certification
VIII. Acknowledgment and Certification Each recipient of this Notice must sign and return the attached Acknowledgment and Certification form (Attachment A) to Calderwood & Harkness LLP within three (3) business days of receipt of this Notice. By signing and returning the Acknowledgment and Certification form, you will confirm each of the following:
1. You have read and understand this Notice in its entirety.
1. You have read and understand this Notice in its entirety.
2. You will comply with all preservation obligations described herein, and you understand
2. You will comply with all preservation obligations described herein, and you understand that these obligations are mandatory and continuing.
3. You have not destroyed, altered, concealed, or otherwise tampered with any documents o
3. You have not destroyed, altered, concealed, or otherwise tampered with any documents or ESI within the scope of this Notice since becoming aware of any investigation, inquiry, or concern relating to VCR's financial reporting, revenue-recognition practices, vendor relationships, or expense-management practices.
4. You will promptly notify Calderwood & Harkness LLP if you become aware of any document
4. You will promptly notify Calderwood & Harkness LLP if you become aware of any documents or ESI that may be responsive to this Notice but were not previously identified, or if you become aware of any circumstances that may affect the preservation of relevant materials. Failure to timely execute and return the Acknowledgment and Certification form will be reported to the Audit Committee and may result in further act
1. I have read the Notice in its entirety and understand my obligations thereunder.
1. I have read the Notice in its entirety and understand my obligations thereunder.
2. I will fully comply with all preservation requirements described in the Notice, and I
2. I will fully comply with all preservation requirements described in the Notice, and I understand that my preservation obligations are mandatory and continuing until I receive written notice that they have been lifted.
3. I have not destroyed, altered, concealed, or otherwise tampered with any documents or
3. I have not destroyed, altered, concealed, or otherwise tampered with any documents or electronically stored information within the scope of the Notice since becoming aware of any investigation, inquiry, or concern relating to VCR's financial reporting, revenue-recognition practices, vendor relationships, or expense-management practices.
4. I will promptly notify Calderwood & Harkness LLP if I become aware of any documents or
4. I will promptly notify Calderwood & Harkness LLP if I become aware of any documents or electronically stored information that may be responsive to the Notice but were not previously identified, or if I become aware of any circumstances that may affect the preservation of relevant materials.
5. I understand that failure to comply with the Notice may result in disciplinary action Medium
⚑ Confidentiality undertaking
5. I understand that failure to comply with the Notice may result in disciplinary action up to and including termination of employment, and may expose Verimark Hospitality Group Inc. and individual employees to legal sanctions. Printed Name: ________ Title: ________ Signature: ________ Date: ________ INSTRUCTIONS: Please return this executed Acknowledgment and Certification form within three (3) business days of your