Contract analysis

1. Introduction and Purpose of Engagement Calderwood & Harkness LLP is engaging Clearpath Document Solutions Inc. to provide electronic discovery processing, hosting, review platform access, and document production services in connection with a confidential client matter designated internally as 1034-00001 (the "Matter" or the "Engagement"). The engagement arises from the need to collect, process, host, review, and p

2. Scope of Services 2.1 Data Ingestion and Processing Clearpath will receive, ingest, and process ESI and scanned documents provided by Calderwood & Harkness LLP in connection with the Matter. The Firm anticipates delivering source data to Clearpath in multiple tranches, commencing on or about December 12, 2022. The estimated total data volume is approximately 8.3 gigabytes ("GB") of source data prior to processing.

3. Production Specifications (Summary) The following is a summary of the production specifications applicable to all document productions under this engagement. Full, detailed specifications are set forth in Attachment A (Statement of Work). In the event of any inconsistency between this summary and the detailed specifications in the SOW, the SOW shall control with respect to technical production specifications. Outp

4. Fees and Payment Terms 4.1 Flat Fee Clearpath will perform all services described in this engagement letter and the attached SOW for a flat fee of Forty-Seven Thousand Five Hundred Dollars ($47,500.00) (the "Flat Fee"). The Flat Fee covers the following services: (a) Data ingestion and processing of up to 10 GB of source data; (b) Hosting of all processed data on the Platform for up to six (6) months from the date

5. Confidentiality and Data Security 5.1 Confidentiality Obligations All data, documents, information, and communications provided to Clearpath or generated by Clearpath in connection with this engagement (collectively, "Confidential Information") are strictly confidential and shall be treated as such by Clearpath and all Clearpath personnel. Confidential Information includes, without limitation, all ESI, scanned doc

6. Data Return and Destruction Upon written request from Calderwood & Harkness LLP at the conclusion of the engagement, or at any time during the engagement, Clearpath shall, at C&H's election, either: (a) Return all engagement data to C&H on encrypted media or via secure electronic transfer, in a format and on a timeline specified by C&H; or (b) Certify in writing the complete and irreversible destruction of all eng

7. Project Management and Communications Clearpath designates Raj K. Anand, Project Manager, as the primary point of contact for all engagement-related communications. Mr. Anand shall be available during normal business hours (9:00 a.m. to 6:00 p.m. Eastern Time, Monday through Friday) and shall respond to inquiries from the C&H team within four (4) business hours of receipt. In the event that Mr. Anand is unavailabl

8. Quality Assurance Clearpath shall implement and maintain a rigorous quality assurance ("QA") process for all productions performed under this engagement. The QA process shall include, at a minimum, the following steps for each production set: (a) Bates Number Verification. Verification that all Bates numbers are accurate, sequential, and non-duplicative across the current production set and all prior production se

9. Representations and Warranties Clearpath represents and warrants to Calderwood & Harkness LLP as follows: (a) Technical Capability. Clearpath has the technical capability, qualified personnel, infrastructure, and resources necessary to perform all services described in this Agreement within the timelines directed by C&H. Clearpath's Platform and processing tools are industry-standard and suitable for the volume an

10. Limitation of Liability and Indemnification 10.1 Limitation of Liability Except with respect to breaches of confidentiality obligations under Section 5, breaches of data security obligations under Section 5, gross negligence, or willful misconduct, neither party's aggregate liability to the other party under or in connection with this Agreement shall exceed the total amount of the Flat Fee paid or payable under t

11. Term and Termination 11.1 Term. This engagement commences on December 9, 2022 (the Effective Date) and shall continue until all services described herein have been completed and all engagement data has been returned to C&H or destroyed in accordance with Section 6 of this Agreement, unless earlier terminated in accordance with Section 11.2 below. 11.2 Termination. Either party may terminate this Agreement upon th

12. General Provisions 12.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflict of laws principles. 12.2 Dispute Resolution. Any dispute, controversy, or claim arising out of or relating to this Agreement, or the breach, termination, or invalidity thereof, shall be resolved by binding arbitration in New York, New York, a