Contract analysis

1. THE CLIENT 1.1 The Client is Northgate Telecommunications PLC, a public limited company incorporated in England and Wales under Company Number 04837291, with its registered office at 140 Queensway Place, Reading, Berkshire RG1 4QT, United Kingdom, and its principal office at Northgate Tower, 88 Canary Wharf Boulevard, London E14 5HN, United Kingdom. 1.2 NTP is a UK-headquartered public limited company operating te

2. SCOPE OF ENGAGEMENT 2.1 Overview. 2.1.1 C&H is engaged to design, build, and implement a comprehensive data protection compliance programme covering NTP's UK and EU operations (the "Programme"). The Programme is intended to address and satisfy the requirements of: (a) the EU General Data Protection Regulation (Regulation (EU) 2016/679) (the "EU GDPR"); and (b) the UK General Data Protection Regulation (as retained

3. ENGAGEMENT TEAM 3.1 The following individuals will comprise the core engagement team for this matter: 3.2 Responsible Partner — Kevin Ostrowski Mr Ostrowski is a Partner in C&H's Privacy & Data Security practice group, with eighteen years' experience advising on EU and UK data protection law. Mr Ostrowski is a Solicitor of the Senior Courts of England and Wales, admitted in 2005. He has extensive experience advisi

4. CLIENT CONTACTS AND COOPERATION 4.1 The primary client contact for this engagement is Ms Fiona Gallagher, General Counsel & Company Secretary, Northgate Telecommunications PLC. All formal instructions, approvals, and material communications relating to this engagement should be directed through Ms Gallagher unless otherwise agreed. 4.2 C&H will coordinate directly with the following key client stakeholders in the

5. FEES AND BILLING ARRANGEMENTS 5.1 Hourly Rates 5.1.1 The following blended hourly rates shall apply to this engagement: 5.1.2 The hourly rates set out above are exclusive of Value Added Tax ("VAT"), which will be charged at the applicable rate on all invoices issued by C&H. As at the date of this letter, the standard rate of VAT is 20%. 5.1.3 The hourly rates set out in paragraph 5.1.1 are fixed for the duration o

6. THIRD-PARTY COORDINATION 6.1 NTP has separately retained Ashdown Consulting Group Ltd (Company Number 11293847), with offices at 15 Bedford Row, London WC1R 4BU (the "Technical Consultant"), as a privacy engineering and data mapping consultancy. Ashdown's scope of work includes technical data flow inventories, system architecture analysis, and the implementation and configuration of the Sundial Solutions privacy m

7. CONFIDENTIALITY 7.1 C&H will treat all information provided by or on behalf of NTP in connection with this engagement as strictly confidential and will not disclose such information to any third party without the prior written consent of NTP, except to the extent that: (a) disclosure is required by law, regulation, court order, or the rules of any regulatory body (including the Solicitors Regulation Authority) to

8. LEGAL PROFESSIONAL PRIVILEGE 8.1 C&H will endeavour to maintain legal professional privilege (including, where applicable, litigation privilege and legal advice privilege) over all communications between C&H and NTP, and over all work product prepared by C&H in connection with this engagement, to the fullest extent permitted by law. 8.2 NTP should be aware that certain deliverables prepared by C&H in the course of

9. DATA PROTECTION — C&H AS CONTROLLER 9.1 In the course of providing legal services under this engagement, C&H will process personal data of NTP personnel, NTP data subjects, and other individuals whose personal data is contained in documentation and information provided to C&H by or on behalf of NTP. C&H will act as an independent data controller in respect of such processing, which is carried out for the purposes

10. CONFLICTS OF INTEREST 10.1 C&H has conducted a comprehensive conflict of interest check in accordance with its internal procedures and the requirements of the SRA Code of Conduct for Solicitors and the SRA Code of Conduct for Firms. C&H confirms that, as at the date of this letter: (a) C&H does not currently represent, and has not within the preceding twelve months represented, Caldwell Analytics Inc., Pinnacle C

11. LIMITATION OF LIABILITY 11.1 C&H's aggregate liability to NTP and the NTP Group arising out of or in connection with this engagement, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall not exceed £10,000,000 (ten million pounds sterling), or such higher amount as may be required by the Solicitors Regulation Authority's Minimum Terms and Conditions of Professional Indem

12. TERM AND TERMINATION 12.1 This engagement commences on 13 February 2023 (subject to countersignature of this letter by NTP) and shall continue until the completion of all five phases of the Programme (estimated completion: Q3 2023, being September 2023) or until terminated in accordance with this Section 12, whichever occurs first. 12.2 Either party may terminate this engagement at any time by giving the other pa

13. REGULATORY STATUS AND PROFESSIONAL STANDARDS 13.1 Calderwood & Harkness LLP is a limited liability partnership incorporated in England and Wales (registered number OC387415) and is authorised and regulated by the Solicitors Regulation Authority ("SRA"), SRA Number 482716. C&H is subject to the SRA Standards and Regulations, including the SRA Principles, the SRA Code of Conduct for Solicitors, and the SRA Code of

14. GOVERNING LAW AND JURISDICTION 14.1 This engagement letter and any non-contractual obligations arising out of or in connection with it shall be governed by and construed in accordance with the laws of England and Wales. 14.2 The courts of England and Wales shall have exclusive jurisdiction to settle any dispute arising out of or in connection with this engagement letter, including any dispute relating to any non-

15. ACCEPTANCE AND COUNTERPARTS 15.1 We should be grateful if you would confirm NTP's acceptance of the terms set out in this engagement letter by arranging for an authorised signatory of NTP to countersign and return a copy of this letter to us. A duplicate copy is enclosed for this purpose. Alternatively, a scanned copy of the countersigned letter may be returned by email to kevin.ostrowski@calderwoodharkness.com,