Contract analysis

From: Miriam Calloway <mcalloway@calderwoodharkness.com> To: Priya Anand-Desai <pananddesai@wyndmeretrust.org> Cc: Joel Strauss <jstrauss@calderwoodharkness.com> Date: Tue, 10 Feb 2026 03:47:00 -0000 Subject: Calderwood & Harkness LLP — Wyndmere Education Trust Engagement | Draft Engagement Letter & Data Protection Addendum [Matter No. 1040-00001]

Thank you for Wyndmere Education Trust's decision to engage Calderwood & Harkness LLP. We are genuinely pleased to have the opportunity to serve as outside counsel to WET in connection with the employment-law matters arising from the Trust's faculty restructuring plan. I am writing to confirm that the firm has formally opened this matter today, February 10, 2026, and assigned it matter number 1040-00001 under client

I would like to introduce the Calderwood & Harkness engagement team that will be working with you and your office on this matter. I will serve as Responsible Partner; I am a member of the firm's Healthcare & Life Sciences Practice Group in our Philadelphia office and am admitted to practice in Delaware and Pennsylvania. Joel Strauss, also a partner in the Healthcare & Life Sciences Practice Group in Philadelphia, wil

We understand that WET's prior employment-law counsel, Kessler & Montague LLP, concluded its representation effective December 31, 2025. We appreciate that this transition context makes timely onboarding especially important, and we will coordinate closely with you and your team to ensure a smooth transition of files and work product as needed.

As we have discussed, the proposed engagement encompasses three principal workstreams. First, the defense of the unfair labor practice charge filed by the Veltrano Federation of Educators, Local 1147, before the Delaware Public Employment Relations Board (Case No. PERB-2026-ULP-0041), filed on February 3, 2026, and arising under the Delaware Public School Employment Relations Act, 14 Del. C. § 4001 et seq. Second, mu

I want to flag a critical near-term deadline. The answer to the PERB unfair labor practice charge (Case No. PERB-2026-ULP-0041) is due on March 10, 2026—approximately four weeks from today. Given this timeline, it is important that we finalize the engagement letter promptly so that the team can begin substantive work on the PERB response without delay. Nadia and James are prepared to begin reviewing the charge and al

Attached for your review are two documents. The first is the **draft Engagement Letter** (engagement-letter-wet-draft.docx), which sets forth the terms of the representation, including: an hourly fee arrangement at negotiated rates in conformity with the WET Outside Counsel Guidelines & Billing Policies, version 4.2; an initial retainer of $25,000, to be applied against the final invoice; payment terms of Net 30 days

We would appreciate it if you and your team could provide any comments or proposed revisions to the draft engagement letter and Data Protection Addendum by **February 18, 2026**. This timeline would permit the parties to finalize and execute the engagement letter by our **target date of February 21, 2026**, well in advance of the March 10 PERB answer deadline. We are happy to schedule a call or video conference at yo

I also want to provide you with an update on our conflicts clearance process, which is currently underway and is expected to be completed shortly. The conflicts review has identified the firm's prior representation of Thornfield Academy of Sciences, Inc., which was formerly affiliated with WET and is now a separate, potentially adverse entity. We have received and reviewed the conflict waiver letter provided by Seamu

Finally, we understand that WET may wish to tender certain claims under its Employment Practices Liability Insurance policy. Our engagement team is prepared to assist with or coordinate around the EPLI tender process as needed. We look forward to discussing this topic with you in greater detail once the engagement is formalized.

We are enthusiastic about working with Wyndmere Education Trust and its leadership. Calderwood & Harkness is committed to providing excellent service during what we recognize is a challenging period for the organization. Please do not hesitate to reach out to me at any time with questions—my door is always open.

**Miriam Calloway** Partner, Healthcare & Life Sciences Practice Group Calderwood & Harkness LLP 600 Market Street, Suite 4200 Philadelphia, PA 19106 Phone: (215) 555-0174 Email: mcalloway@calderwoodharkness.com

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