Contract analysis

Section 1: Matter Identification The following information sets forth the identifying details for this matter as recorded in the firm's matter management system. All timekeepers, administrative staff, and billing personnel should reference the matter number and client number below when recording time, expenses, or other charges associated with this engagement. The matter was opened on February 10, 2026, upon receipt

Section 2: Client Information 2.1 Client Details Wyndmere Education Trust is a Delaware nonprofit corporation recognized as tax-exempt under Section 501(c)(3) of the Internal Revenue Code. The entity was founded in 2009 and has been continuously operating since its inception. Its tax-exempt status has been maintained in good standing with the Internal Revenue Service throughout its operating history. The entity is no

Section 3: Matter Description 3.1 Matter Type This matter is classified under the firm's matter taxonomy as an engagement setup within the Business of Law category. The substantive legal work encompasses both advisory services and litigation defense in the employment law domain. The client's industry classification reflects its status as a nonprofit educational institution operating public charter schools. 3.2 Matter

Section 4: Engagement Team The following attorneys have been assigned to the engagement team for this matter. All timekeepers listed below are subject to the client's prior written approval requirement as set forth in the WET Outside Counsel Guidelines v.4.2 (see Section 9.4 below). Priya Anand-Desai, General Counsel, has approved the initial staffing plan described below. 4.1 Responsible Partner Miriam Calloway will

Section 5: Fee Arrangement and Financial Terms 5.1 Fee Arrangement Type: Hourly The engagement will be billed on an hourly basis at negotiated rates established pursuant to the Wyndmere Education Trust Outside Counsel Guidelines & Billing Policies, Version 4.2, effective July 1, 2025 (the "WET OGG" or "OGG"). The negotiated rates for each member of the engagement team are set forth below, together with the Firm's sta

Section 6: Adverse and Related Parties This section identifies all known adverse parties, related parties, and other entities and individuals relevant to the conflicts analysis and matter management for this engagement. The information below was gathered from the client's General Counsel, publicly available records, and the Firm's internal records. 6.1 Identified Adverse Parties 6.1.1 Veltrano Federation of Educators

Section 7: Conflicts Check 7.1 Conflict Check Status The conflicts check for this matter has been completed and the engagement has been cleared, subject to the implementation of an ethical screen as described in Section 7.3 below. The conflicts analysis was conducted by the Office of New Business Intake and reviewed by Sylvia Marchetti, Conflicts Counsel. Due to the nature of the identified conflict and the requireme

1. Partner Confirmation. Conrad Ashworth, the lead partner on the prior Thornfield engagement, confirmed in writing that no confidential information obtained from Thornfield during the prior representation is material to the proposed WET representation. Mr. Ashworth's confirmation is documented in a memorandum dated January 25, 2026, which is maintained in the Firm's conflicts files.

2. Client Waiver. A written conflict waiver was received from Seamus O'Halloran, General Counsel of Thornfield Academy of Sciences, Inc., dated January 28, 2026. In the waiver letter, Mr. O'Halloran, on behalf of Thornfield, waived any objection to Calderwood & Harkness's representation of Wyndmere Education Trust in connection with the faculty restructuring matter, and confirmed that Thornfield does not believe that

3. Ethical Screen. A formal ethical screen has been implemented to isolate Conrad Ashworth and his former Thornfield engagement team members from all aspects of the WET engagement (Matter No. 1040-00001, Client No. C-88214). The screened individuals are: • Conrad Ashworth, Partner, Corporate & Governance Practice Group, Wilmington office • Lydia Chen, former Associate (departed the Firm) • Marcos Rivera, former Assoc

4. Documentation. An Ethical Screen Memorandum dated February 14, 2026, was prepared by Sylvia Marchetti, Conflicts Counsel, and circulated to all relevant Firm personnel. A separate Conflicts Clearance Memorandum, also dated February 14, 2026, documents the full analysis and resolution of the conflict. Both memoranda are maintained in the Firm's conflicts files and are attached to this intake form. Reference Documen

Section 8: Regulatory and Compliance Checks 8.1 Anti-Money Laundering (AML) Check Pursuant to the Firm's Anti-Money Laundering and Client Due Diligence Policy, AML screening is not required for domestic nonprofit entities that are recognized as tax-exempt under Section 501(c)(3) of the Internal Revenue Code. Wyndmere Education Trust is a Delaware nonprofit corporation with current 501(c)(3) status, and therefore fall

Section 9: Special Requirements and Client Policies 9.1 Outside Counsel Guidelines The WET Outside Counsel Guidelines & Billing Policies, Version 4.2 ("WET OGG v.4.2"), govern the terms of the engagement and set forth detailed requirements regarding billing practices, staffing, expense reimbursement, reporting, data security, diversity, and document retention. A copy of the WET OGG v.4.2 is incorporated by reference

Section 10: Engagement Letter Status The draft engagement letter was transmitted to Priya Anand-Desai, General Counsel of Wyndmere Education Trust, on February 10, 2026, concurrent with the opening of this matter. Client comments were received on February 15, 2026. The engagement team is currently reviewing the client's redline and preparing a revised draft incorporating the client's requested revisions. The target d

Section 11: Key Dates and Deadlines The following table summarizes key dates and deadlines relevant to the engagement setup and the early stages of the substantive legal work: The engagement team should pay particular attention to the March 10, 2026 deadline for filing the answer to the ULP charge before the Delaware PERB. This is the most imminent substantive deadline and should be calendared with appropriate lead t

Section 12: Approvals and Signatures 12.1 Requesting Attorney Certification I have reviewed the information set forth in this New Matter Intake Form and confirm that it is complete and accurate to the best of my knowledge. I have reviewed the conflicts check results, including the Conflicts Clearance Memorandum and the Ethical Screen Memorandum, both dated February 14, 2026, and am satisfied that the engagement may p