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Contract analysis / engagement-letter-aurelian-investigations.docx
engagement-letter-aurelian-investigations.docx
High · 1
Medium · 9
Standard · 1
1. Purpose and Engagement Overview
Medium
⚑ Confidentiality undertaking
1. Purpose and Engagement Overview Calderwood & Harkness LLP ("C&H" or the "Firm") is writing on behalf of its client, Cascade Retail Holdings Inc. ("CRH" or the "Client"), a Delaware corporation headquartered at 2200 Elliott Avenue West, Suite 3400, Seattle, WA 98119, and publicly traded on the Nasdaq Stock Market under the ticker symbol CRHL. The Firm serves as outside litigation counsel to CRH in connection with t
2. Background and Context
2. Background and Context The following background is provided to give Aurelian a working understanding of the circumstances giving rise to this engagement. This information is drawn from representations made to C&H by CRH and from publicly available sources. It is intended to orient the investigation but should not be treated as a substitute for Aurelian's independent verification of the facts set forth below. 2.1 C
1. Priya Rathore – Former Senior Vice President, Merchandising (employed at CRH from June
1. Priya Rathore – Former Senior Vice President, Merchandising (employed at CRH from June 3, 2019 through February 7, 2025; approximately five years and eight months of service)
2. Derek Linden – Former Vice President, Hardlines Merchandising (approximately seven yea
2. Derek Linden – Former Vice President, Hardlines Merchandising (approximately seven years at CRH)
3. Sonia Kaczmarek – Former Vice President, Softlines Merchandising (approximately five y
3. Sonia Kaczmarek – Former Vice President, Softlines Merchandising (approximately five years at CRH)
4. Amara Osei – Former Director, Private Label Strategy (approximately four years at CRH)
4. Amara Osei – Former Director, Private Label Strategy (approximately four years at CRH)
5. Brent Halvorsen – Former Director, Seasonal Planning & Analytics (approximately six ye
5. Brent Halvorsen – Former Director, Seasonal Planning & Analytics (approximately six years at CRH)
6. Lucia Fernandez-Gill – Former Director, Vendor Relations (Domestic) (approximately fiv
6. Lucia Fernandez-Gill – Former Director, Vendor Relations (Domestic) (approximately five years at CRH)
7. Nathan Tsao – Former Senior Manager, eCommerce Merchandising (approximately three year
7. Nathan Tsao – Former Senior Manager, eCommerce Merchandising (approximately three years at CRH)
8. Kira Johansson – Former Senior Manager, Category Analytics (approximately four years a
Medium
⚑ Liability cap to check against exposure
8. Kira Johansson – Former Senior Manager, Category Analytics (approximately four years at CRH) Collectively, these individuals constituted the leadership core of CRH's merchandising function. Their simultaneous departure has caused significant operational disruption and has raised serious questions about the circumstances leading to their exit. 2.3 Verdana Commerce Group, Inc. On February 14, 2025—one week after the
3. Scope of Investigation
Medium
⚑ Liability cap to check against exposure
3. Scope of Investigation The investigation to be conducted by Aurelian shall encompass the following areas. Within each area, Aurelian is expected to exercise professional judgment in determining the specific investigative steps and inquiries necessary to develop a thorough factual record. However, any investigative activity that falls outside the scope described below, or that involves contact with individuals or e
4. Investigative Methods
Medium
⚑ Liability cap to check against exposure
4. Investigative Methods In conducting the investigation described in Section 3, Aurelian shall employ lawful investigative techniques appropriate to the nature and sensitivity of this engagement, including, without limitation: (a) Open-source intelligence ("OSINT") gathering, including comprehensive searches of publicly available databases, news sources, industry publications, trade press, and other open-source mate
5. Reporting and Deliverables
High
⚑ Non-compete / exclusivity restraint
5. Reporting and Deliverables All reports, memoranda, findings, communications, and other deliverables prepared by Aurelian in connection with this engagement shall be directed exclusively to Bernard Crawford, James Underwood, or Devon Archer at Calderwood & Harkness LLP. Aurelian shall not transmit any report, finding, or communication regarding this engagement to any other person or entity—including CRH or any CRH
6. Privilege and Confidentiality
Medium
⚑ Liability cap to check against exposure
6. Privilege and Confidentiality This engagement is being undertaken at the direction of counsel in anticipation of litigation. All work product produced by Aurelian in connection with this engagement—including but not limited to reports, memoranda, notes, interview summaries, surveillance logs, photographs, communications, analyses, and any other tangible or intangible materials—is intended to be protected by the at
7. Fees and Expenses
Medium
⚑ Liability cap to check against exposure
7. Fees and Expenses Aurelian shall bill for services rendered in connection with this engagement at its standard hourly rates, as separately agreed with C&H, or at such flat-rate or blended-rate arrangement as may be separately agreed between the parties in writing. In the absence of a separate fee arrangement, the hourly rates communicated by Aurelian to C&H in its proposal dated February 18, 2025 shall apply. Reas
8. Term and Termination
Medium
⚑ Confidentiality undertaking
8. Term and Termination This engagement shall commence on February 21, 2025 and shall continue until terminated by either party in accordance with this Section 8. C&H may terminate this engagement at any time, with or without cause, upon written notice to Aurelian. Upon receipt of such notice, Aurelian shall promptly cease all investigative activities, unless C&H directs otherwise, and shall deliver to C&H all work p
9. Independent Contractor Status
Medium
⚑ Forum / governing law
9. Independent Contractor Status Aurelian is engaged as an independent contractor and not as an employee, agent, partner, joint venturer, or representative of C&H or CRH. Nothing in this engagement letter shall be construed to create an employment relationship, agency relationship, partnership, or joint venture between Aurelian and C&H or CRH. Aurelian shall have no authority to bind C&H or CRH to any obligation or t
10. Insurance and Licensing
Standard
⚑ Commercial term
10. Insurance and Licensing Aurelian represents and warrants that it holds all licenses, permits, and registrations required for the lawful conduct of private investigations in the State of Washington and in any other state or jurisdiction in which investigative activities may be conducted in connection with this engagement. Aurelian shall maintain all such licenses in good standing throughout the duration of this en
11. Conflicts of Interest
11. Conflicts of Interest Aurelian represents and warrants that, as of the date of this engagement letter, it has no current engagement, business relationship, financial interest, or other conflict of interest with any of the following parties: • Verdana Commerce Group, Inc. • Greystone Capital Partners, LP • Greystone Capital Fund VII, LP • Elliot Westbrook • Warren Dietrich • Helen Tsoi • Priya Rathore • Derek Lind
12. Governing Law
Medium
⚑ Forum / governing law
12. Governing Law This engagement letter and the rights and obligations of the parties hereunder shall be governed by and construed in accordance with the laws of the State of Washington, without regard to its conflict of laws principles.
13. Acceptance
13. Acceptance This engagement letter sets forth the complete understanding of the parties with respect to the engagement described herein and supersedes all prior discussions, negotiations, and agreements, whether written or oral, relating to the subject matter hereof. This engagement letter may not be amended or modified except by a written instrument signed by both C&H and Aurelian. Please countersign this letter