Contract analysis

Section 1.1 — Defined Terms As used in this Protocol, the following terms shall have the meanings set forth below. Terms defined elsewhere in this Protocol shall have the meanings ascribed to them in the sections in which they are defined. (a) "ESI" shall mean electronically stored information as contemplated by CPLR 3101(i), and shall include, without limitation, emails, electronic documents, databases, metadata, te

ARTICLE II — SCOPE OF ESI DISCOVERY

Section 2.1 — General Scope ESI discovery in this action shall be proportional to the needs of the case, taking into account the factors set forth in CPLR 3101 and the Commercial Division Rules, including: (i) the amounts in controversy (Plaintiff's claims of $200,000,000 and Defendant's counterclaims of $149,000,000); (ii) the importance of the issues at stake in the action, including claims of breach of the MCA, wr

Section 2.2 — Temporal Scope The relevant date range for ESI discovery in this action shall be January 1, 2019 through April 30, 2024, encompassing the period of pre-MCA negotiations, the execution and performance of the MCA, the events leading to termination, and post-termination correspondence and dispute resolution efforts. For financial and damages-related Documents, including but not limited to invoices, payment

Section 2.3(a) — Defendant's Custodians The Parties agree that Defendant shall collect ESI from the following ten (10) Custodians:

1. Renata Voss, Vice President of US Network Infrastructure, NFA;

2. Sean Calloway, Director of Construction Management, NFA;

3. Helena Bright, Chief Financial Officer, Northgate Telecommunications PLC (parent company of NFA);

4. Dominic Hale, General Counsel, Northgate Telecommunications PLC;

5. Sir Malcolm Ashford, Chief Executive Officer, Northgate Telecommunications PLC;

6. Trevor Haynes, Senior Project Engineer, NFA;

7. Gail Renfrow, Contract Administrator, NFA;

8. Philip Dunmore, Quality Assurance Manager, NFA;

9. Anika Patel, Senior Financial Analyst, NFA;

10. Robert Fazio, Director of Permitting and Regulatory Affairs, NFA. Defendant reserves the right to designate additional Custodians as the needs of the case may require, subject to the meet-and-confer obligations set forth in Section 2.3(c) below. The inclusion of Custodians employed by Northgate Telecommunications PLC (the parent company of NFA) reflects the Parties' agreement that certain relevant decisions regar

Section 2.3(b) — Plaintiff's Custodians The Parties agree that Plaintiff shall collect ESI from the following eight (8) Custodians:

1. Victor Sandoval, Managing Member and Chief Executive Officer, Meridian Infrastructure Partners LLC;

2. Bridget Yeung, Chief Operating Officer, Meridian Infrastructure Partners LLC;

3. Marcus Henley, Vice President of Field Operations (Northeast Division), Meridian Infrastructure Partners LLC;

4. Randall Obrecht, Chief Financial Officer, Meridian Infrastructure Partners LLC;

5. Diane Kowalski, Senior Project Manager (Connecticut/Massachusetts Segment), Meridian Infrastructure Partners LLC;

6. Aaron Jeffries, Field Supervisor (New York/New Jersey Segment), Meridian Infrastructure Partners LLC;

7. Carla Stanton, Project Manager (Pennsylvania/Maryland/Virginia Segment), Meridian Infrastructure Partners LLC;

8. Neil Bergstrom, Chief Estimator, Meridian Infrastructure Partners LLC. Plaintiff reserves the right to designate additional Custodians as the needs of the case may require, subject to the meet-and-confer obligations set forth in Section 2.3(c) below.

Section 2.3(c) — Disputes Regarding Custodians If either Party seeks to add or remove a Custodian from the agreed list, the Parties shall meet and confer in good faith to resolve the issue. If the Parties cannot agree on the addition or removal of a Custodian, either Party may raise the dispute with the Court at the next scheduled conference or by letter motion in accordance with Article XI, Section 11.2 of this Prot

Section 2.4 — Data Sources The Parties agree that the following data sources shall be included in the scope of ESI collection for each designated Custodian, to the extent such sources exist and contain potentially relevant ESI: (a) Email systems, including Strathmore Data Systems, Hollowell Systems (including .pst and .ost files), and any cloud-hosted email platforms (including Ashgrove Software / Drayton Solutions a

ARTICLE III — PRESERVATION OBLIGATIONS

Section 3.1 — Litigation Hold Each Party represents that it has issued and implemented a written litigation hold notice to all identified Custodians and relevant information technology personnel, directing the preservation of all ESI and Documents potentially relevant to this action. Each Party further represents that its litigation hold notice instructs Custodians and IT personnel to refrain from deleting, destroyin

Section 3.2 — Continuing Obligation The Parties shall maintain their respective litigation holds and preservation obligations throughout the pendency of this action, including during any post-trial proceedings and appeals. Each Party shall take reasonable steps to prevent the destruction, alteration, or loss of ESI, including but not limited to the following measures: (a) Suspending auto-delete or auto-archive polici

Section 3.3 — Notification of Loss If either Party becomes aware of the loss, destruction, or degradation of potentially relevant ESI occurring after the institution of the Party's litigation hold, the affected Party shall promptly notify opposing counsel in writing. Such notification shall include, at a minimum: (a) A description of the nature and extent of the loss, including the type of data affected (e.g., email,

ARTICLE IV — COLLECTION AND PROCESSING

Section 4.1 — Collection Methodology Each Party shall collect ESI from its designated Custodians using forensically sound methods that preserve the integrity of the data, including all associated Metadata. Collections shall be performed in a manner that does not alter the content, Metadata, or Hash Values of the original files. Collections may be performed by any of the following: (a) Each Party's internal informatio

Section 4.2 — Processing Processing of collected ESI shall be performed by the Neutral Vendor or by each Party's own e-discovery vendor, using industry-standard processing tools such as Brightmoor Health IT, Severin Software, Harborline Services Inc., or equivalent platforms. The Parties agree that processing shall be conducted in accordance with the following parameters: (a) De-NIST: System files and application fil

Section 4.3 — De-Duplication Each Party shall De-Duplicate ESI at the Custodian level using MD5 or SHA-1 Hash Values. Custodian-level De-Duplication means that if a single Custodian possesses multiple copies of the same file (as determined by identical Hash Values), only one copy of the file shall be retained for review and production. Cross-custodian De-Duplication (i.e., the elimination of duplicate files across mu

Section 4.4 — Email Threading Each Party may utilize email threading technology to group related email messages (e.g., emails within the same conversation thread) for the purpose of improving review efficiency. However, production shall include all unique emails within a thread. A Party may not produce only the most inclusive email in a conversation thread if earlier emails in the thread contain unique content not ca

ARTICLE V — SEARCH METHODOLOGY

Section 5.1 — Keyword Search Terms The Parties shall negotiate and exchange proposed keyword Search Terms within fourteen (14) days of the entry of this Order (i.e., by October 15, 2024). Each Party shall submit its proposed Search Terms to opposing counsel in writing, together with a brief explanation of the relevance of each proposed term to the claims and defenses in this action. Search Terms shall be applied to t

Section 5.2 — Technology-Assisted Review (TAR) Either Party may, at its own expense, elect to use Technology-Assisted Review (also known as predictive coding, machine learning-assisted review, or continuous active learning) to supplement or replace linear (manual) review of ESI. The Parties acknowledge that TAR is a widely accepted and judicially recognized methodology for the review of large volumes of ESI, and that

Section 5.3 — Quality Control Sampling Each Producing Party shall conduct quality control ("QC") sampling of Documents coded as non-responsive during the review process, whether the review was conducted manually or through TAR. The QC sample shall be a statistically random sample of sufficient size to achieve a ninety-five percent (95%) confidence level with a margin of error of plus or minus two percent (± 2%). The

ARTICLE VI — FORMAT OF PRODUCTION

Section 6.1 — General Format Documents shall be produced in the following formats, unless otherwise agreed by the Parties or ordered by the Court: (a) Emails: Emails shall be produced as single-page TIFF images at 300 dots per inch (DPI), black and white, Group IV compression. Each email shall be accompanied by an extracted text file (.txt) containing the full text of the email body and header information. Emails sha

Section 6.2 — Native-Format Productions The following document types shall be produced in Native Format, in addition to any TIFF image production, because conversion to TIFF would render the Document unintelligible, would materially alter its content, or would deprive the Receiving Party of the ability to interact with the data in a meaningful way: (a) Microsoft Excel files (.xlsx, .xls, .csv), including all workshee

Section 6.3 — Metadata Fields The following Metadata fields shall be produced for all Documents in the load file accompanying each production. The Parties agree that these fields represent the standard set of Metadata necessary for the efficient review, searching, and organization of produced ESI: The FILE_PATH field shall be redacted to remove internal network path structure above the Custodian level (e.g., server n

Section 6.4 — Bates Numbering Each page of every produced Document shall bear a unique Bates stamp, applied in a consistent and sequential manner. The Parties agree to the following Bates numbering conventions: (a) Defendant shall use the prefix "NFA-" followed by sequential nine-digit Bates numbers, beginning with NFA-000000001 (e.g., NFA-000000001, NFA-000000002, etc.). (b) Plaintiff shall use the prefix "MIP-" fol

Section 6.5 — Redactions Where a Producing Party redacts a portion of a Document, the redaction shall be clearly marked with an opaque black box overlaying the redacted content. Each redaction box shall include a notation identifying the basis for the redaction, using one of the following designations: • "PRIVILEGED" — for information withheld on the basis of attorney-client privilege or work product protection; • "I

Section 6.6 — Production Media Productions shall be delivered via one of the following methods: (a) Secure Electronic Transfer: Productions may be uploaded directly to the Neutral Vendor's hosted platform via a secure, encrypted transfer protocol (e.g., SFTP, HTTPS upload, or the Neutral Vendor's proprietary secure upload mechanism). (b) Encrypted External Hard Drive: Productions may be delivered on encrypted externa

Section 7.1 — Designation The Parties agree that Vantage Litigation Support LLC ("Vantage"), located at 300 Vesey Street, Suite 600, New York, NY 10282, shall serve as the neutral e-discovery vendor for this action. Vantage was jointly selected by the Parties following a competitive evaluation process and has been engaged pursuant to an engagement letter dated September 10, 2024. Further details regarding Vantage's e

Section 7.2 — Role and Responsibilities Vantage shall perform the following functions in connection with this action: (a) Shared Platform Hosting: Vantage shall host a shared document review and production platform accessible to counsel for both Parties. The shared platform shall enable counsel to search, view, and analyze all produced Documents in a single, centralized repository. (b) Production Processing: Vantage

Section 7.3 — Cost Allocation The costs associated with e-discovery in this action shall be allocated as follows: (a) Collection, Processing, and Review Costs: Each Party shall bear its own costs for the collection, processing, and review of its own ESI. These costs include, without limitation, the costs of engaging internal IT personnel, outside forensic consultants, contract review attorneys, and any e-discovery ve

Section 7.4 — Confidentiality and Data Security Vantage shall execute a confidentiality and data security agreement with both Parties, consistent with the terms and conditions of the Confidentiality Stipulation filed in this action. The confidentiality and data security agreement shall require Vantage to: (a) Maintain the confidentiality of all ESI and Documents in its possession, custody, or control, and refrain fro

ARTICLE VIII — PRIVILEGE REVIEW AND LOGGING

Section 8.1 — Privilege Review Each Party shall conduct a thorough privilege review of its responsive Documents prior to production. The privilege review shall be performed by attorneys qualified to assess claims of attorney-client privilege, work product protection, and any other applicable privilege or immunity from disclosure under New York law. Documents determined to be privileged or protected shall be withheld

Section 8.2 — Privilege Log Requirements Each Party shall produce a Privilege Log identifying each Document withheld from production on the basis of attorney-client privilege, work product protection (ordinary or opinion), joint defense or common interest privilege, or any other applicable privilege or immunity from disclosure. The Privilege Log shall include the following fields for each entry: (a) Log Entry Number:

Section 8.3 — Categorical Privilege Logging For categories of Documents that are clearly and uniformly privileged, the Parties agree that categorical logging may be used in lieu of document-by-document logging, thereby reducing the burden and expense of privilege logging while ensuring adequate transparency. Categorical logging shall be limited to the following types of Documents: (a) Communications between a Party a

ARTICLE IX — CLAWBACK PROCEDURES

Section 9.1 — Inadvertent Production The Parties stipulate and agree that the production of any Document or ESI in this action shall not constitute a waiver of any applicable attorney-client privilege, work product protection, or other privilege or immunity from disclosure, regardless of the level of care exercised by the Producing Party in connection with its privilege review. This non-waiver provision applies to th

Section 9.2 — Clawback Notice If a Producing Party discovers that it has inadvertently produced a privileged or work product-protected Document, it shall promptly notify the Receiving Party in writing. The written notification (the "Clawback Notice") shall: (a) Identify the Document(s) to be clawed back by Bates number; (b) State the basis for the privilege or protection asserted (e.g., attorney-client privilege, wor