Contract analysis

1. Purpose and Engagement Calderwood & Harkness LLP ("C&H" or "the Firm") is pleased to confirm the terms of its engagement by Thornwick Medical Research Institute ("TMRI" or "the Institute") to conduct an independent workplace investigation. This engagement arises from formal grievances filed by multiple employees of TMRI's Biomedical Engineering Laboratories alleging improper supervisory practices by Dr. Marcus Ell

2. Identification of the Client The client in this engagement is Thornwick Medical Research Institute, a Massachusetts nonprofit corporation organized under Section 501(c)(3) of the Internal Revenue Code, Employer Identification Number 04-3781256, acting through its General Counsel, Elena Graff, Esq. TMRI is the client solely in its institutional capacity as the employer. The Firm does not represent, and will not rep

3. Scope of the Investigation C&H is retained to conduct an independent investigation into five formal grievances filed between August 12, 2024 and September 4, 2024 by employees of TMRI's Biomedical Engineering Laboratories pursuant to Section 7.3 of the TMRI Employee Handbook ("Grievance and Complaint Procedure"). The investigation will be conducted in a thorough, fair, and impartial manner consistent with applicab

1. Dr. Yuna Sakata, Senior Research Scientist, Lab B-2 — Grievance filed August 12, 2024.

2. Trevor Hollins, Lab Technician III, Lab B-3 — Grievance filed August 19, 2024.

3. Dr. Priya Chandrasekaran, Postdoctoral Fellow, Lab B-1 — Grievance filed August 26, 2024.

4. Miguel Ferreira, Lab Technician II, Lab B-4 — Grievance filed August 30, 2024.

5. Sandra Nix, Research Associate, Lab B-2 — Grievance filed September 4, 2024. 3.2. Respondent. The respondent in the underlying grievances is Dr. Marcus Ellender, Director of Biomedical Engineering Laboratories, who exercises supervisory authority over Laboratory Units B-1 through B-4 at TMRI's facility located at 480 Kendall Avenue, Cambridge, Massachusetts 02142. 3.3. Categories of Alleged Misconduct The investig

4. Engagement Team The following attorneys from C&H's Labor & Employment Practice Group will comprise the engagement team for this matter: Renata Vasquez, Partner, Labor & Employment — Ms. Vasquez will serve as the Responsible Partner and lead investigator for this engagement. She will be responsible for the overall direction and supervision of the investigation, the conduct of key witness interviews (including the i

5. Fees and Billing 5.1. Hourly Rates C&H will bill for professional services rendered in connection with this engagement on an hourly basis at the following standard rates: These rates reflect the Firm's current standard rates for the Boston office and are subject to periodic adjustment in accordance with the Firm's customary practice. Any adjustment to the applicable rates during the course of this engagement will

6. Attorney-Client Privilege and Confidentiality 6.1. Privileged Communications All communications between C&H and TMRI in connection with this engagement — whether oral, written, or electronic — are intended to be protected by the attorney-client privilege and, where applicable, the attorney work-product doctrine. C&H will take reasonable steps to maintain the confidentiality of such communications. TMRI likewise ag

7. Document Preservation and Litigation Hold 7.1. Preservation Obligations TMRI acknowledges its obligation to preserve all documents and electronically stored information ("ESI") that may be relevant to the investigation and to any related legal proceedings, including but not limited to potential claims before the Massachusetts Commission Against Discrimination, the Equal Employment Opportunity Commission, or any co

8. Cooperation and Access TMRI agrees to direct all of its employees to cooperate fully with the investigation conducted by C&H. Cooperation includes, without limitation, making themselves available for interviews at mutually convenient times, responding truthfully and completely to questions posed by the investigative team, and providing access to documents and information requested by C&H. TMRI will instruct its em

9. Administrative Leave of Respondent Based on the nature and severity of the allegations described in Section 3, C&H recommends that TMRI consider placing Dr. Marcus Ellender on paid administrative leave during the pendency of the investigation. This recommendation is made for two principal reasons: first, to preserve the integrity of the investigative process by preventing the respondent from influencing witnesses,

10. Third-Party Consultants TMRI may, in its discretion and upon C&H's recommendation, retain one or more third-party consultants to assist with specific aspects of the investigation or with related institutional needs. Potential areas in which third-party expertise may be useful include environmental health and safety auditing, forensic document analysis, electronic-discovery support, and research-integrity assessme

11. Insurance Notification C&H advises TMRI to notify its employment practices liability insurance ("EPLI") carrier of the investigation and the underlying grievances as promptly as possible and in accordance with the terms and conditions of the applicable insurance policy. Timely notification is critical to preserving TMRI's rights under the policy, including the right to reimbursement of defense costs and indemnifi

12. No Guarantee of Outcome TMRI acknowledges and understands that C&H's engagement is to conduct a thorough, fair, and independent investigation and to provide its professional assessment and recommendations based on the totality of the evidence obtained during the course of the investigation. The Firm will apply its best professional judgment in analyzing the facts and the applicable legal and policy standards, but

13. Termination of Engagement Either party may terminate this engagement upon written notice to the other party. C&H's obligation to continue representation following a request for termination is subject to the Firm's professional obligations under the Massachusetts Rules of Professional Conduct, including Rule 1.16, and any applicable rules of the tribunals before which the Firm may be appearing on TMRI's behalf, if

14. Conflicts of Interest C&H has conducted a conflicts-of-interest check in accordance with the Firm's standard procedures and the requirements of the Massachusetts Rules of Professional Conduct, including Rules 1.7 and 1.9. Based on the information currently available to the Firm, C&H confirms that it has identified no conflicts of interest that would preclude or materially limit the Firm's ability to undertake and

15. Governing Law This engagement letter and the professional relationship between C&H and TMRI arising hereunder shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts, without regard to its conflict-of-laws principles. Nothing in this engagement letter shall be construed to limit the application of the Massachusetts Rules of Professional Conduct or any other applicable r

16. Entire Agreement and Amendments This letter constitutes the entire agreement between C&H and TMRI with respect to the subject matter hereof and supersedes all prior and contemporaneous discussions, negotiations, representations, and understandings, whether oral or written, relating to the engagement described herein. No reliance is placed on any representation, warranty, or agreement not expressly set forth in th

17. Acceptance and Execution If the foregoing terms accurately reflect your understanding of the engagement and are acceptable to TMRI, please confirm by executing this letter in the space provided below and returning one fully executed original to the Firm. A fully executed copy of this letter will be retained by each party for its records. We look forward to working with you and the TMRI team on this important matt