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Contract analysis / conflict-check-memo.docx
conflict-check-memo.docx
1038-00006 · 16 clauses
High · 1 Medium · 8 Standard · 0
1. Purpose of Memorandum
1. Purpose of Memorandum This memorandum documents the results of the comprehensive conflicts check conducted by the undersigned in connection with the proposed engagement of Calderwood & Harkness LLP ("C&H" or the "Firm") by Cascade Retail Holdings Inc. ("CRH") (Nasdaq: CRHL) to represent CRH in the enforcement of restrictive covenant provisions contained in the employment agreements of eight departing employees, th
2. Proposed Client
2. Proposed Client The following information was used to identify the proposed client in the Firm's conflicts database and to conduct related entity searches: Existing C&H Relationship: A search of the Firm's client records and historical matter database confirms that Cascade Retail Holdings Inc. is a new client of Calderwood & Harkness LLP. The Firm has not previously represented CRH, any predecessor entity of CRH,
3. Adverse Parties Searched
3. Adverse Parties Searched The following individuals and entities have been identified as adverse or potentially adverse parties in the proposed representation. Each was searched in the Firm's IntegrityCheck conflicts database using full legal names, known aliases, known prior names, associated entity names, employer identification numbers (where available), and residential or principal office addresses. The searche
1. Priya Rathore Medium
⚑ Confidentiality undertaking
1. Priya Rathore • Former Position at CRH: Senior Vice President, Merchandising • Tenure at CRH: June 3, 2019 through February 7, 2025 (approximately 5 years, 8 months) • Residence: 14 Harbor Ridge Lane, Bellevue, WA 98004 • Current Position: President, Merchandising & Strategy, Verdana Commerce Group, Inc. (start date reported as February 10, 2025) • Relevant Agreements: Employment Agreement dated June 3, 2019 (as a
2. Derek Linden Medium
⚑ Assignment / subcontracting
2. Derek Linden • Former Position at CRH: Vice President, Hardlines Merchandising • Tenure at CRH: Approximately 7 years (joined approximately March 2018; departed January 31, 2025) • Residence: Searched by name and known geographic area (greater Seattle metropolitan area) • Current Position: Believed to have accepted a position at Verdana Commerce Group, Inc.; specific title not yet confirmed • Relevant Agreements:
3. Sonia Kaczmarek Medium
⚑ Assignment / subcontracting
3. Sonia Kaczmarek • Former Position at CRH: Vice President, Softlines Merchandising • Tenure at CRH: Approximately 5 years (joined approximately February 2020; departed February 3, 2025) • Residence: Searched by name and known geographic area (greater Seattle metropolitan area) • Current Position: Believed to have accepted a position at Verdana Commerce Group, Inc.; specific title not yet confirmed • Relevant Agreem
4. Amara Osei Medium
⚑ Assignment / subcontracting
4. Amara Osei • Former Position at CRH: Director, Private Label Strategy • Tenure at CRH: Approximately 4 years (joined approximately January 2021; departed February 5, 2025) • Residence: Searched by name and known geographic area (greater Seattle metropolitan area) • Current Position: Believed to have accepted a position at Verdana Commerce Group, Inc.; specific title not yet confirmed • Relevant Agreements: Employm
5. Brent Halvorsen Medium
⚑ Assignment / subcontracting
5. Brent Halvorsen • Former Position at CRH: Director, Seasonal Planning & Analytics • Tenure at CRH: Approximately 6 years (joined approximately March 2019; departed February 4, 2025) • Residence: Searched by name and known geographic area (greater Seattle metropolitan area) • Current Position: Believed to have accepted a position at Verdana Commerce Group, Inc.; specific title not yet confirmed • Relevant Agreement
6. Lucia Fernandez-Gill Medium
⚑ Assignment / subcontracting
6. Lucia Fernandez-Gill • Former Position at CRH: Director, Vendor Relations (Domestic) • Tenure at CRH: Approximately 5 years (joined approximately April 2020; departed February 6, 2025) • Residence: Searched by name and known geographic area (greater Seattle metropolitan area) • Current Position: Believed to have accepted a position at Verdana Commerce Group, Inc.; specific title not yet confirmed • Relevant Agreem
7. Nathan Tsao Medium
⚑ Assignment / subcontracting
7. Nathan Tsao • Former Position at CRH: Senior Manager, eCommerce Merchandising • Tenure at CRH: Approximately 3 years (joined approximately March 2022; departed January 30, 2025) • Residence: Searched by name and known geographic area (greater Seattle metropolitan area) • Current Position: Believed to have accepted a position at Verdana Commerce Group, Inc.; specific title not yet confirmed • Relevant Agreements: E
8. Kira Johansson Medium
⚑ Assignment / subcontracting
8. Kira Johansson • Former Position at CRH: Senior Manager, Category Analytics • Tenure at CRH: Approximately 4 years (joined approximately May 2021; departed February 7, 2025) • Residence: Searched by name and known geographic area (greater Seattle metropolitan area) • Current Position: Believed to have accepted a position at Verdana Commerce Group, Inc.; specific title not yet confirmed • Relevant Agreements: Emplo
4. Affiliated Entities and Related Parties Searched
4. Affiliated Entities and Related Parties Searched In addition to the primary parties and opposing counsel identified in Section 3, the following affiliated entities and related third parties were searched in the Firm's conflicts database to ensure that no conflicts or potential complications exist arising from the Firm's relationships with entities that may be involved in, affected by, or engaged in connection with
5. Nature of Proposed Representation and Potential Conflict Considerations High
⚑ Non-compete / exclusivity restraint
5. Nature of Proposed Representation and Potential Conflict Considerations 5.1 Scope of Representation The proposed representation of CRH encompasses the following matters: (a) Restrictive Covenant Enforcement. Enforcement of the non-competition, non-solicitation of employees, non-solicitation of vendors, and confidentiality obligations contained in the employment agreements of each of the eight departing employees i
6. Engagement Team — Individual Attorney Clearance
6. Engagement Team — Individual Attorney Clearance Each member of the proposed engagement team has been individually cleared through the Firm's conflicts procedures. Confirmation that no personal conflicts exist for any team member is set forth below: Each attorney identified above has confirmed his or her clearance status through the Firm's standard individual attorney conflicts questionnaire, completed and submitte
7. Conclusion and Clearance Determination
7. Conclusion and Clearance Determination Determination. Based on a comprehensive search of the Calderwood & Harkness LLP conflicts database (IntegrityCheck) conducted on February 18, 2025, covering the proposed client (Cascade Retail Holdings Inc.), all identified adverse parties (Priya Rathore, Derek Linden, Sonia Kaczmarek, Amara Osei, Brent Halvorsen, Lucia Fernandez-Gill, Nathan Tsao, Kira Johansson, Verdana Com
8. Approval and Sign-Off
8. Approval and Sign-Off The undersigned hereby confirm that the conflicts check documented in this memorandum has been reviewed and that the engagement is approved to proceed. RESPONSIBLE PARTNER APPROVAL ________________________________________ Bernard Crawford Partner, Labor & Employment Calderwood & Harkness LLP — Washington, DC Office Date: ________ CONFLICTS COMMITTEE APPROVAL __________________________________