Contract analysis

I. Purpose of This Memorandum The purpose of this memorandum is to formally notify you, in your capacity as responsible and billing partner for Pinnacle Workforce Analytics, Inc. ("Pinnacle") (C&H Matter No. 1031-00001), that the proposed new-matter engagement for Metropolitan Transit Development Corp. ("MTDC") (C&H Matter No. 1031-00001) has been declined and formally closed in all Firm systems as of the date of thi

1. No disclosure of Pinnacle confidential information. At no point during the intake and conflicts-review process for the proposed MTDC engagement was any confidential information belonging to Pinnacle disclosed to, shared with, or otherwise made accessible to the proposed MTDC engagement team or any other attorney or staff member outside the authorized Pinnacle engagement team.

2. Preservation of ethical obligations. The Firm's ethical obligations to Pinnacle under the Illinois Rules of Professional Conduct — specifically, Rule 1.6 (Confidentiality of Information), Rule 1.7 (Conflict of Interest — Current Clients), and Rule 1.10 (Imputation of Conflicts of Interest) — have been fully preserved throughout the intake and review process and remain intact.

3. No action required. No action is required on your part or on the part of Priya Subramaniam, lead associate on the Pinnacle engagement. The Pinnacle engagement (Matter No. 1031-00001) continues without interruption, and this memorandum is provided for your records and to ensure a complete and accurate record of the Firm's handling of the proposed engagement. The balance of this memorandum sets forth the factual bac

II. Background A. Proposed MTDC Engagement (Matter No. 1031-00001) On May 6, 2024, Metropolitan Transit Development Corp. ("MTDC") contacted Calderwood & Harkness through Rachel Bernstein, Partner, Privacy & Data Security, in the Firm's Chicago office. MTDC is a unit of local government and special-purpose transit authority organized under the Illinois Local Mass Transit District Act (70 ILCS 3610/1 et seq.), headqua

III. Declination and Notification to MTDC Following the Conflicts Committee's determination, the Firm undertook the following steps to decline the proposed engagement and notify MTDC: Internal Declination Memorandum. On May 15, 2024, Rachel Bernstein prepared an internal declination memorandum (the "Bernstein Memo") summarizing the basis for declination and circulating it to the proposed engagement team (Miriam Callo

IV. Formal Closure of Matter No. 1031-00001 Matter No. 1031-00001 has been formally closed in all Firm systems as of May 23, 2024. The closure process included the following steps: Matter Closure Form. A Matter Closure Form (C&H Form MC-1) was completed and processed by the Conflicts & New Business Department. The form records the following information: Billing and Accounting Systems. The Finance Department has been

V. Confirmation: No Disclosure of Pinnacle Confidential Information This Section provides a formal confirmation, for the record, that no Pinnacle confidential information was disclosed at any point during the intake and conflicts-review process for the proposed MTDC engagement. General Confirmation. At no point during the period from May 6, 2024, through May 23, 2024 — encompassing the entirety of the intake and conf

VI. Preservation of Ethical Obligations to Pinnacle Based on the foregoing, the Firm is satisfied that its ethical obligations to Pinnacle Workforce Analytics, Inc. under the Illinois Rules of Professional Conduct have been fully preserved. The following provides a summary of the Firm's compliance with each applicable Rule: Rule 1.6 — Confidentiality of Information. No Pinnacle confidential information was disclosed

VII. Conflicts Database Update The Firm's conflicts database (Greaves Services Inc.) has been updated to reflect the following:

1. MTDC designated as declined prospective client. Metropolitan Transit Development Corp. has been designated in the conflicts database as a declined prospective client. MTDC is not classified as a current client or former client of the Firm, as no attorney-client relationship was formed at any time. The entry reflects the date of initial contact (May 6, 2024), the date of the conflicts-search identification (May 10,

2. Nature of conflict recorded. The nature of the conflict is recorded as: unwaivable current-client conflict under Illinois Rule of Professional Conduct 1.7 with Pinnacle Workforce Analytics, Inc. (C&H Matter No. 1031-00001). The entry includes a narrative summary of the conflict and cross-references the Conflicts Committee Resolution dated May 14, 2024.

3. Cross-reference to Pinnacle. The conflicts database entry for Matter No. 1031-00001 is cross-referenced to Pinnacle Workforce Analytics, Inc. and Matter No. 1031-00001. Similarly, the conflicts database entry for Matter No. 1031-00001 has been updated to include a cross-reference to the declined MTDC matter (No. 1031-00001). Future Conflicts Searches. Future conflicts searches involving either MTDC or Pinnacle wil

VIII. Action Items / No Further Action Required No action is required by Jonathan Mercer or Priya Subramaniam. The Pinnacle engagement (Matter No. 1031-00001, Pinnacle Workforce Analytics, Inc. v. Veritas Biometrics Corp., E.D. Va. Case No. 1:22-cv-01533) continues as normal. No modification to the scope, staffing, strategy, or conduct of the Pinnacle engagement is required or recommended as a result of the events de

IX. Distribution This memorandum is distributed solely to the following individuals: This memorandum is a privileged and confidential internal communication of Calderwood & Harkness LLP. It should not be forwarded, copied, or disclosed to Pinnacle Workforce Analytics, Inc., Metropolitan Transit Development Corp., or any other external party. Unauthorized distribution of this memorandum could compromise the Firm's eth