Contract analysis

I. Purpose This memorandum documents Calderwood & Harkness LLP's (the "Firm") compliance with the Firm's Document Retention Policy (the "Policy") in connection with the closure of Matter No. 1031-00001. The purpose of this memorandum is to create a comprehensive and contemporaneous record of the documents generated, received, retained, and (where applicable) destroyed in relation to this matter, and to ensure that al

II. Summary of Matter and Basis for Closure A. Opening of Matter No. 1031-00001 Matter No. 1031-00001 was opened in the Firm's new-matter intake system on May 9, 2024, at the request of Rachel Bernstein, Partner, Privacy & Data Security, who was designated as the responsible partner for the proposed engagement. The intake was initiated following MTDC's request that the Firm undertake representation in connection with

1. Illinois Attorney General Civil Investigative Demand. An Illinois Attorney General Civil Investigative Demand (Reference No. CRB-2024-0417), issued on April 22, 2024, directed to MTDC, alleging violations of the Illinois Biometric Information Privacy Act ("BIPA"), 740 ILCS 14/1 et seq., and the Illinois Personal Information Protection Act ("PIPA"), 815 ILCS 530/1 et seq., arising from MTDC's deployment and operati

2. Putative Employee Class Action. A putative employee class action filed on April 29, 2024, in the Circuit Court of Cook County, Illinois, Chancery Division (Case No. 2024-CH-04417), brought by approximately 12,400 current and former MTDC employees, represented by class counsel Kessler, Brandt & O'Neill LLP (attorneys Martin Kessler and Yolanda Brandt). The complaint alleges systemic violations of BIPA Sections 15(a

3. Potential Cross-Claims and Indemnification Proceedings. Potential cross-claims and indemnification proceedings against technology vendors involved in the design, deployment, and maintenance of the biometric workforce-management platform, including Pinnacle Workforce Analytics, Inc. ("Pinnacle"), the developer and licensor of the TruScan 360 biometric platform at the center of the disputed conduct.

4. Related BIPA Remediation Advice and Employment Counseling. Advisory work related to BIPA compliance remediation, including revision of MTDC's biometric data collection policies, employee consent protocols, and workforce notification procedures, as well as related employment counseling regarding the labor-relations implications of the class action and any resulting remedial measures. B. Conflicts Search and Identif

III. Client Documents Received from MTDC This Section confirms that no substantive client documents, confidential information, or materials of any kind were received from MTDC at any point during the intake process for Matter No. 1031-00001. The initial contact between the Firm and MTDC was a telephone call on May 6, 2024, between Rachel Bernstein and Terrence Whitfield, MTDC's General Counsel. During that call, Mr.

IV. Internal Work Product Inventory The following is a complete, itemized inventory of all internal documents and work product generated by or on behalf of the Firm in connection with Matter No. 1031-00001. All documents listed below are to be retained in accordance with the retention classification and period set forth in Section V. Each item is identified by sequential number, document type, author or preparer, and

V. Retention Classification and Period The documents inventoried in Section IV above are assigned the following retention classification and period under the Policy: The retention classification and period are established pursuant to Calderwood & Harkness LLP Document Retention Policy, Section 4.3 (Declined Engagements), which requires the retention of all intake forms, conflicts search reports, conflicts analysis me

VI. Storage Location and Format All thirty-four (34) documents listed in Section IV above are stored electronically in the Firm's Document Management System ("DMS") under Matter No. 1031-00001. The documents are maintained in their native electronic formats (principally Microsoft Word, Adobe PDF, and Hollowell Systems .msg files) within the DMS, in accordance with the Firm's standard electronic records management pra

VII. Responsible Custodian The following individuals are designated as the custodians responsible for the ongoing management, monitoring, and ultimate disposition of the documents inventoried in this memorandum: Primary Custodian: Colleen Farrow Director, Conflicts & New Business Calderwood & Harkness LLP One North Wacker Drive, Suite 4200 Chicago, Illinois 60606 Alternate Custodian: Helen Drazkowski General Counsel

1. Monitoring the seven-year retention period (or any extended period as described in Section V) and maintaining a record of the applicable destruction-eligible date.

2. Conducting periodic retention reviews, no less frequently than annually, to confirm that the documents remain properly stored, that access restrictions remain in effect, and that no litigation hold, regulatory inquiry, or other preservation obligation has been imposed that would affect the disposition of the inventoried documents.

3. Monitoring the status of the related MTDC litigation and regulatory proceedings (AG CID Ref. CRB-2024-0417; Cook County Case No. 2024-CH-04417) and the existing Pinnacle patent matter (Matter No. 1031-00001; E.D. Va. Case No. 1:22-cv-01533) to determine whether an extension of the retention period is required under Section V.

4. Coordinating the destruction of the inventoried documents upon expiration of the applicable retention period, in accordance with the destruction protocol set forth in Section VIII below.

5. Maintaining this memorandum and all related custodial records in the Firm's central retention records. In the event that the primary custodian is unavailable, has departed the Firm, or is otherwise unable to perform the custodial functions described above, the alternate custodian shall assume all responsibilities of the primary custodian until a successor primary custodian is designated by the General Counsel.

VIII. Destruction Protocol Upon expiration of the applicable retention period — May 23, 2031, or such later date as may apply pursuant to the extended-retention provisions of Section V — the primary custodian shall execute the following destruction protocol:

1. Verification of Preservation Obligations. The primary custodian shall verify that no litigation hold, regulatory inquiry, government investigation, subpoena, or other legal preservation obligation applies to any of the documents inventoried in Section IV. This verification shall include a review of the Firm's active litigation hold register, consultation with the General Counsel's office, and confirmation that non

2. Confirmation with General Counsel. The primary custodian shall confirm with the General Counsel (or the General Counsel's designee) that no reason exists to extend the retention period further, including but not limited to the pendency of any disciplinary proceeding, malpractice claim, or other matter that may require reference to the inventoried documents.

3. Authorization of Permanent Deletion. Upon receipt of the General Counsel's confirmation, the primary custodian shall authorize the permanent deletion of all electronic files stored under Matter No. 1031-00001 from the DMS. Deletion shall be performed in accordance with the Firm's standard electronic records destruction procedures, which include secure, irreversible deletion of all file copies, backup copies, and m

4. Documentation of Destruction. Upon completion of the deletion process, the primary custodian shall complete C&H Form DR-1 (Document Destruction Certification), which shall memorialize the date of destruction, the method of destruction, the identity of the custodian authorizing the destruction, and a confirmation that all inventoried documents have been permanently deleted. The completed Form DR-1 shall be filed in

IX. Confirmation of No Confidential Information Disclosure This Section provides a formal confirmation regarding the handling of confidential information in connection with the intake and declination of Matter No. 1031-00001. MTDC Confidential Information. As stated in Section III above, no MTDC confidential information was received by the Firm at any point during the intake process. The only information received fro

X. Cross-References The following matters, documents, and records are cross-referenced for future conflicts-screening, retention-management, and compliance purposes: The primary custodian shall ensure that appropriate cross-references are maintained in the Firm's conflicts database and central retention records to facilitate future retrieval and review of the documents and records associated with this matter.

XI. Signature block This Document Retention and Destruction Memorandum has been prepared and approved by the undersigned as of the date indicated below. Prepared by: CALDERWOOD & HARKNESS LLP By: ________ Name: Colleen Farrow Title: Director, Conflicts & New Business Date: May 23, 2024 Approved by: CALDERWOOD & HARKNESS LLP By: ________ Name: Helen Drazkowski Title: General Counsel Date: May 23, 2024 PRIVILEGED AND C