Contract analysis

1. INTRODUCTION AND PURPOSE OF ENGAGEMENT Calderwood & Harkness LLP represents Northgate Telecommunications PLC ("NTP"), a public limited company organized under the laws of England and Wales (registered Company No. 07824561), and its U.S. operating subsidiary, Northgate Networks America Inc. ("NNA"), a Delaware corporation (Employer Identification Number: 54-3298176), headquartered at 8200 Dulles Corner Boulevard, S

2. BACKGROUND OF THE LITIGATION AND REGULATORY PROCEEDING 2.1 District Court Action On September 19, 2022, Ridgepoint Communications Inc. ("Ridgepoint"), a Delaware corporation headquartered at 3500 Market Street, Suite 700, Philadelphia, Pennsylvania 19104, filed a complaint against Northgate Telecommunications PLC and Northgate Networks America Inc. in the United States District Court for the Eastern District of Vi

3. SCOPE OF ENGAGEMENT The scope of Ellsworth's engagement on behalf of Northgate encompasses the following categories of economic analysis, expert report preparation, and expert testimony. 3.1 Market Definition Analysis A central issue in both the district court litigation and the FCC proceeding is the definition of the relevant product and geographic markets. Ellsworth's work in this area shall include, but not be

4. BILLING AND FEE ARRANGEMENTS 4.1 Hourly Rates Ellsworth's services under this engagement shall be billed on an hourly basis in accordance with the rate schedule attached hereto as Exhibit A. The rate schedule sets forth the hourly rates for Dr. Narasimhan, other senior economists at Ellsworth, junior economists and analysts, and research assistants and support staff. All professionals who perform work on this enga

5. CONFIDENTIALITY AND PRIVILEGE 5.1 Attorney-Client Privilege and Work Product Doctrine All communications between Ellsworth and C&H in connection with this engagement are made at the direction of counsel for the purpose of assisting counsel in providing legal advice to the Client and in preparation for litigation and regulatory proceedings. As such, these communications are protected by the attorney-client privileg

6. CONFLICTS OF INTEREST Dr. Narasimhan and Ellsworth Economic Consulting LLC represent and warrant that, as of the date of this letter, they have no current engagement, business relationship, financial interest, or other circumstance that creates, or could reasonably be perceived to create, a conflict of interest with respect to this retention or the subject matter of the above-captioned matters. Without limiting th

7. TESTIFYING EXPERT OBLIGATIONS The parties acknowledge that Dr. Narasimhan may be designated as a testifying expert witness on behalf of Northgate under Federal Rule of Civil Procedure 26(a)(2) in the district court action. If so designated, Dr. Narasimhan's expert report must comply with the requirements of Rule 26(a)(2)(B), including: (i) a complete statement of all opinions the witness will express and the basis

8. TERM AND TERMINATION This engagement shall be deemed effective as of the approximate date of commencement of Ellsworth's advisory work on this matter, which the parties agree was on or about October 2022. The engagement shall continue until the resolution of both the district court litigation (Case No. 1:22-cv-01487-CMW) and the FCC regulatory proceeding (Docket No. WC-23-0042), including any appeals or further pr

9. LIMITATION OF LIABILITY AND INDEMNIFICATION Ellsworth's aggregate liability to C&H and to Northgate arising out of or in connection with this engagement shall not exceed the total fees actually paid to Ellsworth under this engagement, except to the extent that such liability arises from Ellsworth's gross negligence, willful misconduct, or fraud. In no event shall Ellsworth be liable for any indirect, incidental, c

10. GOVERNING LAW AND DISPUTE RESOLUTION This letter agreement shall be governed by and construed in accordance with the laws of the District of Columbia, without regard to principles of conflicts of law. Any dispute, controversy, or claim arising out of or relating to this engagement or this letter agreement, including any dispute regarding its formation, validity, interpretation, performance, breach, or termination

11. MISCELLANEOUS Entire Agreement. This letter agreement, together with the exhibits attached hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior oral or written understandings, agreements, negotiations, and communications relating to the engagement of Ellsworth by C&H on behalf of Northgate in connection with the above-captioned matters. Am