Contract analysis

I. Purpose and Scope This memorandum inventories, at a categorical level only, the confidential and proprietary information of Pinnacle Workforce Analytics, Inc. ("Pinnacle") currently in Calderwood & Harkness LLP's ("the firm" or "Calderwood & Harkness") possession, custody, or control in connection with the firm's ongoing representation of Pinnacle under Matter No. 1031-00001. The memorandum is intended to provide

II. Background on the Pinnacle Engagement A. Overview of the Client Relationship Calderwood & Harkness has represented Pinnacle Workforce Analytics, Inc. since 2019, when the firm was initially retained by Pinnacle's then-General Counsel, Margaret Holloway, to provide patent-landscape counseling and freedom-to-operate analyses related to biometric workforce-management technologies. The engagement was formalized and e

III. Categories of Pinnacle Confidential Information in Firm Possession The following subsections identify the categories of confidential and proprietary information of Pinnacle currently maintained in Calderwood & Harkness's physical and electronic files under Matter No. 1031-00001. For each category, a brief description of the type of information is provided, followed by a notation regarding its potential relevance

IV. Relevance to the Proposed MTDC Engagement A. Scope of the Proposed Representation The proposed MTDC engagement (Matter No. 1031-00001) would require Calderwood & Harkness to undertake the following on behalf of Metropolitan Transit Development Corp.:

1. Defense of the AG CID. Respond to the Illinois Attorney General's Civil Investigative Demand (CID Ref. CRB-2024-0417), which seeks extensive documentation and testimony regarding MTDC's use of biometric-identification technology in connection with employee timekeeping and workforce management. The CID specifically references TruScan 360 by name and requests information regarding MTDC's data-collection practices, i

2. Defense of the Employee Class Action. Defend MTDC in the putative class action filed in the Circuit Court of Cook County (Case No. 2024-CH-04417), in which a putative class of approximately 12,400 current and former MTDC employees alleges that MTDC violated BIPA §15(a), (b), (d), and (e) and PIPA by collecting, storing, using, and disseminating biometric identifiers and biometric information through TruScan 360 wi

3. Cross-Claims Against Pinnacle. Investigate and, as appropriate, prosecute cross-claims and indemnification demands against Pinnacle under the MSLA dated June 15, 2021, seeking to shift liability for any BIPA and PIPA violations — and any resulting damages, penalties, and attorneys' fees — to Pinnacle as the designer, developer, and licensor of TruScan 360.

4. Characterization of TruScan 360. In furtherance of the foregoing, argue that TruScan 360's biometric-data collection, storage, and dissemination practices violated BIPA and PIPA, and characterize TruScan 360 as an unlawful surveillance tool that was designed, configured, and deployed in a manner that did not comply with applicable biometric-privacy laws. B. Direct Overlap with Confidential Information Every catego

V. Conclusions and Recommendations Based on the foregoing inventory and analysis, the Pinnacle engagement team offers the following conclusions and recommendations for the Conflicts Committee's consideration:

1. Heightened Conflict Under Rules 1.7(a)(1) and 1.7(a)(2). The breadth and depth of Pinnacle confidential information in the firm's possession significantly heighten the conflict identified under Illinois Rules of Professional Conduct 1.7(a)(1) (direct adversity — the proposed MTDC engagement would involve cross-claims directly adverse to Pinnacle, a current client) and 1.7(a)(2) (material limitation — the firm's du

2. Core Relevance, Not Peripheral. The information inventoried in Section III is not peripheral or tangentially related to the proposed MTDC engagement. To the contrary, it goes to the very core of the legal and factual issues MTDC would need to litigate. The technical specifications, data-flow diagrams, retention policies, and algorithm design documents describe the precise technology and practices that are the subj

3. No Prior Disclosure. The Pinnacle engagement team (Mercer, Subramaniam) confirms that no Pinnacle confidential information has been shared with any member of the proposed MTDC engagement team (Bernstein, Calloway, Archer, Petrov) at any time, whether formally or informally. The firm's document management system access logs confirm that no member of the proposed MTDC engagement team has accessed any file under Matt

4. Recommendation: Decline the MTDC Engagement. This inventory supports the Conflicts Committee's determination that the conflict presented by the proposed MTDC engagement is not capable of waiver under Illinois Rule of Professional Conduct 1.7(b), because the firm cannot reasonably believe that it will be able to provide competent and diligent representation to both Pinnacle and MTDC simultaneously, and because the

5. Continued Safeguarding of Pinnacle Information. The firm should continue to safeguard all Pinnacle confidential information in accordance with its obligations as Pinnacle's current counsel under Illinois Rules of Professional Conduct 1.6, the terms of the Pinnacle engagement letter, and the Source Code Access and Nondisclosure Protocol in the Veritas litigation. No changes to the firm's information-security protoc

6. Documentation and File Retention. This memorandum and any related Conflicts Committee deliberations should be retained in the firm's conflicts-management files and treated as privileged attorney-client communications and attorney work product. A copy of this memorandum should not be provided to Pinnacle, MTDC, or any third party absent express authorization from the General Counsel.

VI. Certification I, Jonathan Mercer, certify that, to the best of my knowledge, information, and belief formed after reasonable inquiry, this memorandum accurately describes the categories of Pinnacle Workforce Analytics, Inc. confidential information in Calderwood & Harkness LLP's possession, custody, or control that are relevant to the TruScan 360 Biometric Platform and the proposed MTDC engagement (Matter No. 103