1006-00004 · Crestline Packaging Solutions LLC · Engagement

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CALDERWOOD & HARKNESS LLP Attorneys at Law

One Nationwide Plaza, Suite 2800 Columbus, Ohio 43215

Telephone: (614) 555-8200 Facsimile: (614) 555-8201 cbloom@calderwoodharkness.com

February 26, 2024

VIA ELECTRONIC MAIL AND U.S. MAIL

Rachel Sung, Esq. General Counsel Crestline Packaging Solutions LLC 4800 Scioto Industrial Parkway Columbus, OH 43228

Re: Engagement of Calderwood & Harkness LLP — Representation of Crestline Packaging Solutions LLC in Connection with Trade Secret Misappropriation by Harlow Chemical Supply Inc. Matter No.: 1006-00004

Dear Ms. Sung:

Thank you for selecting Calderwood & Harkness LLP to serve as outside litigation counsel for Crestline Packaging Solutions LLC in this important matter. We appreciate the confidence that you and the leadership team at Crestline have placed in our Firm, and we look forward to working closely with you to protect Crestline's valuable intellectual property and proprietary technology. This letter sets forth the terms and conditions governing our engagement. We ask that you review this letter carefully and, if acceptable, countersign and return a copy to my attention at your earliest convenience.

1. Purpose and Confirmation of Engagement

Calderwood & Harkness LLP ("the Firm," "C&H," or "we") is pleased to confirm its engagement by Crestline Packaging Solutions LLC ("Crestline," "CPS," or "you") as outside counsel in connection with the recovery and protection of CPS's proprietary high-performance barrier coating formulation designated CPS-BC-1147 (the "Formulation"), which has been misappropriated by Harlow Chemical Supply Inc. ("Harlow" or "HCS"), an Indiana corporation headquartered at 1120 Commerce Boulevard, Terre Haute, Indiana 47802. Based on the information CPS has provided to date, including the detailed factual briefing we received from your office on February 12, 2024, we understand that Harlow — a former toll manufacturing partner of CPS — has improperly retained, reverse-engineered, and commercially exploited the Formulation in violation of both statutory protections and the contractual obligations Harlow assumed under its agreement with CPS.

This engagement letter sets forth the terms and conditions of our representation. Both parties acknowledge and agree that the engagement is effective as of the date of this letter, February 26, 2024. The Firm's obligations under this engagement are subject to CPS's acceptance of the terms set forth herein, as evidenced by the countersignature of an authorized representative of CPS in the space provided at the conclusion of this letter.

2. Scope of Representation

C&H is retained to represent CPS in all matters arising out of or related to the misappropriation of the CPS-BC-1147 Formulation by Harlow, and in all litigation and related proceedings against the parties identified below, including but not limited to the following:

(a) Prosecution of claims for misappropriation of trade secrets under the federal Defend Trade Secrets Act of 2016, 18 U.S.C. §§ 1836–1839 (the "DTSA"), including claims for injunctive relief, compensatory damages, exemplary damages for willful and malicious misappropriation, and attorneys' fees as provided therein.

(b) Prosecution of claims for misappropriation of trade secrets under the Ohio Uniform Trade Secrets Act, Ohio Revised Code §§ 1333.61–1333.69 (the "OUTSA"), including claims for injunctive relief, damages for actual loss and unjust enrichment, exemplary damages not exceeding twice any award made under Ohio Revised Code § 1333.63(A), and reasonable attorneys' fees as authorized under Ohio Revised Code § 1333.64.

(c) Prosecution of claims for breach of contract arising from the Toll Manufacturing Agreement dated March 15, 2017 between CPS and Harlow (the "TMA"), including but not limited to breaches of the following provisions of the TMA:

(i) Section 7 (Confidentiality), which imposed upon Harlow comprehensive obligations to maintain the confidentiality of CPS's proprietary technical information, including the Formulation, and to restrict disclosure thereof to Harlow personnel on a strict need-to-know basis;

(ii) Section 8.2 (Prohibition on Reverse Engineering), which expressly prohibited Harlow from analyzing, deconstructing, reverse-engineering, or otherwise attempting to derive the composition, structure, or manufacturing process of the Formulation or any CPS proprietary material;

(iii) Section 9.1 (Non-Competition), which restricted Harlow from developing, manufacturing, marketing, or selling any barrier coating product substantially similar to or competitive with the Formulation for a period of three (3) years following termination of the TMA; and

(iv) Section 9.3 (Customer Non-Solicitation), which prohibited Harlow from directly or indirectly soliciting, contacting, or diverting CPS's customers or prospective customers for the purpose of marketing or selling any competing barrier coating product.

(d) Prosecution of claims for tortious interference with business relationships, including interference with CPS's existing and prospective customer relationships and contracts, arising from Harlow's wrongful conduct in marketing and selling a barrier coating product derived from or substantially identical to the Formulation to customers and prospective customers of CPS.

(e) Prosecution of claims for unjust enrichment, to the extent Harlow has realized revenues, profits, or other economic benefits attributable to its unauthorized use of CPS's trade secrets and proprietary information.

(f) Pursuit of emergency injunctive relief, including applications for temporary restraining orders and preliminary injunctions, in any court of competent jurisdiction, to prevent the continued use, disclosure, or dissemination of CPS's trade secrets and to preserve the status quo pending resolution of the underlying claims.

(g) All related pre-litigation investigation, discovery (including written discovery, depositions, electronic discovery, and third-party subpoenas), motion practice, trial preparation, trial, mediation, settlement negotiations, and post-trial proceedings and appeals as may be necessary or advisable in connection with the foregoing claims.

Anticipated Defendants. Based on the information available to date, we anticipate naming the following parties as defendants in this action: (i) Harlow Chemical Supply Inc.; (ii) Gerald W. Norris, individually and in his capacity as Chief Executive Officer and sole shareholder of Harlow; and (iii) Kenneth Fielding, individually and in his capacity as Vice President of Technical Operations of Harlow. We reserve the right, upon further investigation and discovery, to recommend the addition of other parties as defendants or third-party defendants, which we would discuss with you prior to taking such action.

Limitations on Scope. The Firm's representation does not extend to matters outside the scope described above unless separately agreed upon in writing by both parties. For the avoidance of doubt, this engagement does not encompass patent prosecution or patent portfolio management; regulatory compliance matters (including but not limited to environmental, health, and safety compliance); transactional, corporate, tax, or employment matters for CPS; or any other legal work unrelated to the claims described in this Section 2. Should CPS desire the Firm's assistance in connection with any such additional matter, a supplemental engagement letter or amendment to this letter will be required.

3. Engagement Team

The following attorneys will be principally responsible for the day-to-day conduct of this matter:

Catherine Bloom — Responsible Partner, intellectual Property Group. Ms. Bloom will serve as the relationship partner for this engagement and will have overall supervisory responsibility for the matter, including oversight of case strategy, key filings, and significant client communications. Ms. Bloom has over twenty-two years of experience in trade secret litigation and intellectual property disputes, including substantial trial experience in both federal and state courts in Ohio and throughout the Midwest.

Alan Ngo — Billing Partner, intellectual Property Group. Mr. Ngo will serve as the billing partner and will co-manage case strategy with Ms. Bloom. Mr. Ngo brings particular expertise in complex commercial litigation and injunctive relief proceedings, and he will take a lead role in the preparation and prosecution of emergency relief applications should the timeline require it.

Omar Siddiqui — Lead Associate, intellectual Property Group. Mr. Siddiqui will be responsible for day-to-day case management, including the drafting of pleadings, briefs, and discovery requests and responses; coordination with expert witnesses and consultants; management of the document review process; and preparation of deposition outlines and witness materials. Mr. Siddiqui will serve as the primary point of contact for routine operational matters in the case.

Christy Bauer — Working Associate, intellectual Property Group. Ms. Bauer will assist with legal research, document review, discovery management, and the preparation of internal and external memoranda. Ms. Bauer's background in chemistry and her prior experience in chemical-industry trade secret matters will be a valuable asset to this engagement.

Additional attorneys, paralegals, litigation support specialists, or other support staff may be assigned to the matter from time to time as the needs of the case require. We will endeavor to staff this matter efficiently and to avoid unnecessary duplication of effort. CPS will be notified in advance of any material changes to the engagement team, including the departure of any attorney identified above from the matter or from the Firm.

4. Fees and Billing Arrangements

4.1 Hourly Rates

All legal services rendered in connection with this engagement will be billed on an hourly basis. The current hourly rates for the attorneys assigned to this matter are as follows:

Paralegal time, if applicable, will be billed at rates ranging from $225.00 to $325.00 per hour, depending on the experience level of the paralegal assigned. Time is recorded and billed in increments of one-tenth (0.1) of an hour.

Hourly rates are subject to adjustment from time to time, typically on an annual basis at the beginning of each calendar year. The Firm will provide CPS with at least thirty (30) days' advance written notice of any rate adjustment. Adjusted rates will apply to services rendered on or after the effective date of the adjustment.

4.2 No Contingency Arrangement

This engagement is on a straight hourly-fee basis only. There is no contingency fee arrangement, success fee, completion bonus, or alternative fee arrangement of any kind applicable to this matter. CPS will be responsible for the payment of professional fees as described herein regardless of the outcome of the litigation.

4.3 Expenses and Disbursements

In addition to professional fees for legal services, CPS will be responsible for reimbursement of all reasonable out-of-pocket expenses and disbursements incurred by the Firm in connection with the representation. Such expenses include, but are not limited to, the following:

• Court filing fees and service of process costs;

• Travel expenses (airfare, ground transportation, lodging, and meals) incurred in connection with court appearances, depositions, mediations, and meetings that require travel outside the Columbus, Ohio metropolitan area;

• Courier, overnight delivery, and postage charges;

• Photocopying and printing charges (currently billed at $0.15 per page for internal reproduction);

• Electronic discovery processing, hosting, review platform, and related technology costs, including fees charged by third-party e-discovery vendors;

• Expert witness fees and expenses, including fees for forensic analysis, economic damages analysis, and expert testimony;

• Deposition transcript and videography costs;

• Mediation and arbitration fees imposed by neutral service providers;

• Online legal research charges (Westmark Data Systems, PACER, and similar services); and

• Any other costs reasonably and necessarily incurred in furtherance of the representation.

With respect to expert engagements, we anticipate retaining, with CPS's prior approval, at least the following expert consultants in connection with this matter: (i) Thornburg Analytics LLC, for forensic chemical analysis and comparison of the CPS-BC-1147 Formulation with products manufactured and sold by Harlow; and (ii) Meridian Forensic Consulting Group LLC, for economic damages analysis, including lost-profits modeling and unjust-enrichment quantification. These experts will be retained pursuant to separate engagement agreements between C&H (or, at CPS's election, directly between CPS and the applicable expert), with all expert fees and costs passed through to CPS. The Firm will consult with CPS before authorizing any individual expense or category of expenses that is expected to exceed $10,000.00 in the aggregate.

4.4 Invoicing and Payment Terms

The Firm will submit detailed monthly invoices to CPS, reflecting all professional time charged to the matter (including the date, timekeeper, hours, and a narrative description of each task performed) and all disbursements incurred during the billing period. Invoices will ordinarily be transmitted electronically to Rachel Sung, General Counsel, at the email address on file with the Firm, with a paper copy available upon request.

All invoices are due and payable within thirty (30) days of the invoice date. If any invoice remains unpaid for more than sixty (60) days, the Firm reserves the right, upon written notice, to apply a late charge at the rate of one percent (1.0%) per month on the outstanding balance, or the maximum rate permitted by applicable law, whichever is less. Persistent non-payment of invoices may also constitute grounds for the Firm's withdrawal from the engagement, as described in Section 8 below.

CPS reserves the right to request further detail or explanation regarding any invoice entry. In the event of a good-faith billing dispute, CPS shall notify the Firm in writing within fifteen (15) days of receipt of the invoice, identifying the specific entries in question. The parties will work in good faith to resolve any such dispute promptly. CPS shall remain obligated to pay all undisputed portions of any invoice within the standard thirty-day payment period.

4.5 Retainer. No advance retainer or security deposit is required from CPS at the inception of this engagement. The Firm reserves the right to request a retainer or evergreen deposit at any time during the course of the representation if, in the Firm's reasonable judgment, circumstances warrant such a request, including but not limited to a material escalation in the scope or intensity of the litigation. Any retainer deposited will be held in the Firm's client trust account in accordance with Ohio Rule of Professional Conduct 1.15 and will be applied against outstanding invoices or returned to CPS upon conclusion of the matter, as applicable.

5. Client Responsibilities

CPS agrees to cooperate fully with the Firm in all aspects of this representation. Effective legal representation requires ongoing communication and collaboration between counsel and client, and the success of this engagement will depend in significant part on CPS's timely and complete cooperation. Without limiting the generality of the foregoing, CPS specifically agrees to the following:

(a) CPS will provide the Firm with timely access to all documents, records, data, correspondence, and other materials in CPS's possession, custody, or control that are relevant or potentially relevant to the claims described in Section 2, including but not limited to the CPS-BC-1147 Formulation documentation, laboratory notebooks, manufacturing records, quality control data, the Toll Manufacturing Agreement and all amendments and related correspondence, customer records, sales data, and all communications with or concerning Harlow, Gerald W. Norris, Kenneth Fielding, or any of their agents or affiliates.

(b) CPS will make its officers, directors, employees, consultants, and other personnel reasonably available for interviews, conferences, deposition preparation sessions, and testimony as may be required in connection with this matter.

(c) CPS will promptly inform the Firm of any developments relevant to the subject matter of this engagement, including any new information regarding Harlow's activities, any contact from Harlow or its counsel, and any changes in CPS's business circumstances that may affect the claims or the litigation strategy.

(d) CPS will implement and maintain a litigation hold on all documents and electronically stored information potentially relevant to this matter, in accordance with the litigation hold memorandum that the Firm will prepare and circulate to CPS for distribution to appropriate custodians.

CPS has designated Rachel Sung, General Counsel, as the primary client contact for purposes of this engagement. Ms. Sung will be authorized to provide instructions and direction to the Firm on behalf of CPS, subject to any limitations imposed by CPS's internal governance and authorization procedures. The Firm may also communicate with the following CPS personnel as needed in connection with the matter: David Kessler, Chief Executive Officer; Dr. Margaret Yuen, Vice President of Research & Development; Brian Novotny, Sales Director; and such other CPS personnel as Ms. Sung may designate from time to time.

CPS further acknowledges that its private equity sponsor, Ridgepoint Capital Partners LP (contact: Sarah Engel, Operating Partner), may be kept informed of material developments in the litigation, including case strategy discussions, settlement postures, and significant financial implications. The Firm will include representatives of Ridgepoint Capital Partners LP in communications and updates to the extent authorized and directed by CPS. CPS understands that the inclusion of Ridgepoint Capital Partners LP personnel in privileged communications may, depending on the circumstances, implicate issues relating to the preservation of the attorney-client privilege, and the Firm will advise CPS on appropriate protocols to safeguard such privilege, including the potential use of common-interest agreements where advisable.

6. Conflicts of Interest

The Firm has conducted a thorough conflicts check in accordance with its internal procedures and the Ohio Rules of Professional Conduct. Based on that review, the Firm is not aware of any conflict of interest that would preclude this engagement or impair the Firm's ability to represent CPS vigorously and effectively in connection with this matter.

Specifically, the Firm does not currently represent, and has not within the past five years represented, Harlow Chemical Supply Inc., Gerald W. Norris, Kenneth Fielding, or any entity or individual known to be affiliated with any of them, in any matter whatsoever.

In addition, the Firm does not currently represent the law firm of Voss Gentry & Whitaker LLP (which we understand serves as outside counsel to Harlow) or any party adverse to CPS in connection with the subject matter of this engagement.

CPS acknowledges that Calderwood & Harkness LLP is a full-service law firm that represents a range clients in diverse legal matters throughout Ohio and in other jurisdictions. The Firm may currently represent, or may in the future undertake to represent, other clients in matters unrelated to CPS's business or this engagement. Such representations shall not be deemed to constitute a conflict of interest, provided that they do not involve the assertion of claims against CPS, do not relate to the subject matter of this engagement, and are not otherwise prohibited by the Ohio Rules of Professional Conduct.

If any potential conflict of interest arises during the course of this representation, whether involving an existing client of the Firm, a prospective new matter, or otherwise, the Firm will promptly notify CPS in writing and will seek appropriate consent, implement ethical screens, or take other steps as necessary to address the conflict in accordance with the applicable Rules of Professional Conduct. The Firm will not take any action that it believes would materially and adversely affect its representation of CPS in this matter without first consulting with CPS and obtaining CPS's informed consent, confirmed in writing, to the extent required by applicable ethical rules.

7. Confidentiality and Privilege

All communications between the Firm and CPS in connection with this engagement, including oral and written communications, documents, memoranda, analyses, and work product prepared by the Firm, are subject to the protections of the attorney-client privilege and/or the work-product doctrine, to the fullest extent recognized under applicable law. Neither party shall waive or take any action that could be construed as a waiver of such protections without the express prior consent of the other party, except as may be required by law or court order.

The Firm will maintain the confidentiality of all CPS information received in connection with this engagement in accordance with the Ohio Rules of Professional Conduct, including Rule 1.6, and the terms of this engagement letter. The Firm will not disclose CPS's confidential information to any third party without CPS's prior authorization, except as reasonably necessary to carry out the purposes of the representation (e.g., disclosures to retained experts subject to appropriate confidentiality agreements) or as required by applicable law, regulation, or court order.

Given the highly sensitive and commercially valuable nature of the CPS-BC-1147 Formulation and related trade secret materials, the Firm will implement appropriate information security protocols for the storage, handling, and transmission of CPS's proprietary technical data. These protocols will include, at a minimum, the use of encrypted email and file-transfer mechanisms for the transmission of CPS's trade secret materials, restricted access to trade secret files within the Firm's document management system (limited to members of the engagement team), and physical security measures for any hard-copy materials containing trade secret information. The Firm will coordinate with CPS's information technology and legal departments to ensure that these protocols are consistent with CPS's own data security policies and any applicable protective order that may be entered in the litigation.

8. Termination of Engagement

Either CPS or the Firm may terminate this engagement at any time upon written notice to the other party. The Firm's right to withdraw from the engagement is subject to the Firm's ethical obligations under the Ohio Rules of Professional Conduct, including Rule 1.16, and any applicable court rules governing withdrawal of counsel from pending litigation. In the event the Firm seeks to withdraw from the engagement, the Firm will take all reasonable steps to protect CPS's interests, including providing CPS with adequate notice and time to retain substitute counsel.

CPS may discharge the Firm at any time, with or without cause, by providing written notice to the Firm. CPS's decision to terminate the engagement shall not relieve CPS of its obligation to pay all fees and expenses incurred through the effective date of termination.

Upon termination of the engagement for any reason, the Firm will promptly return to CPS all original client files, documents, and materials, including but not limited to all original contracts, correspondence, pleadings, and evidence provided by CPS. The Firm shall be entitled to retain copies of such files and materials as reasonably necessary to comply with applicable law, regulatory requirements, professional responsibility obligations, and the Firm's internal document retention policies. CPS acknowledges that the Firm's work product (including internal memoranda, attorney notes, and draft documents) may be retained by the Firm in its files.

9. Limitations on Liability; No Guarantee of Outcome

CPS acknowledges and understands that, while Calderwood & Harkness LLP will apply its best professional efforts and judgment to the pursuit of CPS's claims, no attorney can guarantee a specific outcome, result, or recovery amount in any legal matter. The litigation process involves inherent risks, uncertainties, and contingencies that are beyond the control of any party or counsel, including but not limited to the unpredictability of judicial rulings, jury verdicts, and appellate decisions; the possibility that the opposing parties may assert defenses, counterclaims, or procedural objections that affect the course or outcome of the proceedings; and the potential for changes in applicable law during the pendency of the matter.

The Firm has not made, and CPS confirms that it has not relied upon, any representation, warranty, or guarantee regarding the likelihood of success, the probable duration of the litigation, or the amount of any recovery or award. Any estimates, assessments, or projections that the Firm may provide from time to time regarding the merits of the case, the likely range of damages, or the anticipated timeline are based on the information available at the time and are provided for informational and planning purposes only and should not be construed as guarantees or promises of any particular result.

10. Governing Law and Dispute Resolution

This engagement letter shall be governed by and construed in accordance with the laws of the State of Ohio, without regard to its conflict-of-laws principles.

In the event of any dispute arising out of or relating to this engagement letter, the services provided hereunder, or the Firm's fees and charges, the parties agree to first attempt in good faith to resolve the dispute through informal discussion and negotiation. If the dispute cannot be resolved informally within thirty (30) days of written notice from one party to the other, the parties agree to submit the dispute to mediation administered by the American Arbitration Association or another mutually agreed-upon mediation service, with the mediation to take place in Columbus, Ohio. If mediation is unsuccessful, either party may pursue resolution through binding arbitration, if mutually agreed, or through litigation in a court of competent jurisdiction located in Franklin County, Ohio. Each party consents to the personal jurisdiction and venue of such courts for purposes of any dispute arising under this engagement letter.

11. Entire Agreement; Amendments

This engagement letter constitutes the entire agreement between Calderwood & Harkness LLP and Crestline Packaging Solutions LLC with respect to the subject matter hereof and supersedes all prior and contemporaneous negotiations, representations, understandings, and agreements, whether written or oral, between the parties relating to this engagement. No course of dealing, usage of trade, or course of performance shall be relevant to supplement, explain, or modify any term of this engagement letter.

This engagement letter may not be amended, modified, or supplemented except by a written instrument duly executed by authorized representatives of both parties. No waiver of any term or condition of this engagement letter shall be effective unless made in writing and signed by the party against whom enforcement of the waiver is sought. The failure of either party to enforce any provision of this engagement letter shall not be construed as a waiver of such provision or of the right to enforce it at a later time.

12. Acceptance

If the foregoing terms are acceptable to Crestline Packaging Solutions LLC, please indicate your agreement by countersigning this letter in the space provided below and returning a fully executed copy to my attention at the address set forth above or by email to cbloom@calderwoodharkness.com. Upon receipt of a countersigned copy, this letter shall constitute a binding agreement between the parties.

We are eager to commence work on this important matter and to pursue the vigorous protection of Crestline's proprietary technology and business interests. Please do not hesitate to contact me directly at (614) 555-8200 if you have any questions regarding the terms of this engagement or any other aspect of the representation.

We look forward to working with you.

Very truly yours,

CALDERWOOD & HARKNESS LLP

By: ________

Name: Catherine Bloom

Title: Partner, intellectual Property Group

Date: February 26, 2024

AGREED AND ACCEPTED:

The undersigned, on behalf of Crestline Packaging Solutions LLC, hereby acknowledges receipt of this engagement letter, confirms that she has read and understands its terms, and agrees to be bound by the terms and conditions set forth herein.

CRESTLINE PACKAGING SOLUTIONS LLC

By: ________

Name: Rachel Sung

Title: General Counsel

Date: ________

Enclosures: None

cc: David Kessler, Chief Executive Officer, Crestline Packaging Solutions LLC Alan Ngo, Partner, Calderwood & Harkness LLP Sarah Engel, Operating Partner, Ridgepoint Capital Partners LP

PRIVILEGED AND CONFIDENTIAL — ATTORNEY-CLIENT COMMUNICATION Matter No. 1006-00004

Timekeeper	Title	Hourly Rate (2024)
Catherine Bloom	Partner	$895.00
Alan Ngo	Partner	$850.00
Omar Siddiqui	Associate	$575.00
Christy Bauer	Associate	$475.00

CALDERWOOD & HARKNESS LLP Attorneys at Law
One Nationwide Plaza, Suite 2800 Columbus, Ohio 43215
Telephone: (614) 555-8200 Facsimile: (614) 555-8201 cbloom@calderwoodharkness.com
February 26, 2024
VIA ELECTRONIC MAIL AND U.S. MAIL
Rachel Sung, Esq. General Counsel Crestline Packaging Solutions LLC 4800 Scioto Industrial Parkway Columbus, OH 43228
Re: Engagement of Calderwood & Harkness LLP — Representation of Crestline Packaging Solutions LLC in Connection with Trade Secret Misappropriation by Harlow Chemical Supply Inc. Matter No.: 1006-00004
Dear Ms. Sung:
Thank you for selecting Calderwood & Harkness LLP to serve as outside litigation counsel for Crestline Packaging Solutions LLC in this important matter. We appreciate the confidence that you and the leadership team at Crestline have placed in our Firm, and we look forward to working closely with you to protect Crestline's valuable intellectual property and proprietary technology. This letter sets forth the terms and conditions governing our engagement. We ask that you review this letter carefully and, if acceptable, countersign and return a copy to my attention at your earliest convenience.
1. Purpose and Confirmation of Engagement
Calderwood & Harkness LLP ("the Firm," "C&H," or "we") is pleased to confirm its engagement by Crestline Packaging Solutions LLC ("Crestline," "CPS," or "you") as outside counsel in connection with the recovery and protection of CPS's proprietary high-performance barrier coating formulation designated CPS-BC-1147 (the "Formulation"), which has been misappropriated by Harlow Chemical Supply Inc. ("Harlow" or "HCS"), an Indiana corporation headquartered at 1120 Commerce Boulevard, Terre Haute, Indiana 47802. Based on the information CPS has provided to date, including the detailed factual briefing we received from your office on February 12, 2024, we understand that Harlow — a former toll manufacturing partner of CPS — has improperly retained, reverse-engineered, and commercially exploited the Formulation in violation of both statutory protections and the contractual obligations Harlow assumed under its agreement with CPS.
This engagement letter sets forth the terms and conditions of our representation. Both parties acknowledge and agree that the engagement is effective as of the date of this letter, February 26, 2024. The Firm's obligations under this engagement are subject to CPS's acceptance of the terms set forth herein, as evidenced by the countersignature of an authorized representative of CPS in the space provided at the conclusion of this letter.
2. Scope of Representation
C&H is retained to represent CPS in all matters arising out of or related to the misappropriation of the CPS-BC-1147 Formulation by Harlow, and in all litigation and related proceedings against the parties identified below, including but not limited to the following:
(a) Prosecution of claims for misappropriation of trade secrets under the federal Defend Trade Secrets Act of 2016, 18 U.S.C. §§ 1836–1839 (the "DTSA"), including claims for injunctive relief, compensatory damages, exemplary damages for willful and malicious misappropriation, and attorneys' fees as provided therein.
(b) Prosecution of claims for misappropriation of trade secrets under the Ohio Uniform Trade Secrets Act, Ohio Revised Code §§ 1333.61–1333.69 (the "OUTSA"), including claims for injunctive relief, damages for actual loss and unjust enrichment, exemplary damages not exceeding twice any award made under Ohio Revised Code § 1333.63(A), and reasonable attorneys' fees as authorized under Ohio Revised Code § 1333.64.
(c) Prosecution of claims for breach of contract arising from the Toll Manufacturing Agreement dated March 15, 2017 between CPS and Harlow (the "TMA"), including but not limited to breaches of the following provisions of the TMA:
(i) Section 7 (Confidentiality), which imposed upon Harlow comprehensive obligations to maintain the confidentiality of CPS's proprietary technical information, including the Formulation, and to restrict disclosure thereof to Harlow personnel on a strict need-to-know basis;
(ii) Section 8.2 (Prohibition on Reverse Engineering), which expressly prohibited Harlow from analyzing, deconstructing, reverse-engineering, or otherwise attempting to derive the composition, structure, or manufacturing process of the Formulation or any CPS proprietary material;
(iii) Section 9.1 (Non-Competition), which restricted Harlow from developing, manufacturing, marketing, or selling any barrier coating product substantially similar to or competitive with the Formulation for a period of three (3) years following termination of the TMA; and
(iv) Section 9.3 (Customer Non-Solicitation), which prohibited Harlow from directly or indirectly soliciting, contacting, or diverting CPS's customers or prospective customers for the purpose of marketing or selling any competing barrier coating product.
(d) Prosecution of claims for tortious interference with business relationships, including interference with CPS's existing and prospective customer relationships and contracts, arising from Harlow's wrongful conduct in marketing and selling a barrier coating product derived from or substantially identical to the Formulation to customers and prospective customers of CPS.
(e) Prosecution of claims for unjust enrichment, to the extent Harlow has realized revenues, profits, or other economic benefits attributable to its unauthorized use of CPS's trade secrets and proprietary information.
(f) Pursuit of emergency injunctive relief, including applications for temporary restraining orders and preliminary injunctions, in any court of competent jurisdiction, to prevent the continued use, disclosure, or dissemination of CPS's trade secrets and to preserve the status quo pending resolution of the underlying claims.
(g) All related pre-litigation investigation, discovery (including written discovery, depositions, electronic discovery, and third-party subpoenas), motion practice, trial preparation, trial, mediation, settlement negotiations, and post-trial proceedings and appeals as may be necessary or advisable in connection with the foregoing claims.
Anticipated Defendants. Based on the information available to date, we anticipate naming the following parties as defendants in this action: (i) Harlow Chemical Supply Inc.; (ii) Gerald W. Norris, individually and in his capacity as Chief Executive Officer and sole shareholder of Harlow; and (iii) Kenneth Fielding, individually and in his capacity as Vice President of Technical Operations of Harlow. We reserve the right, upon further investigation and discovery, to recommend the addition of other parties as defendants or third-party defendants, which we would discuss with you prior to taking such action.
Limitations on Scope. The Firm's representation does not extend to matters outside the scope described above unless separately agreed upon in writing by both parties. For the avoidance of doubt, this engagement does not encompass patent prosecution or patent portfolio management; regulatory compliance matters (including but not limited to environmental, health, and safety compliance); transactional, corporate, tax, or employment matters for CPS; or any other legal work unrelated to the claims described in this Section 2. Should CPS desire the Firm's assistance in connection with any such additional matter, a supplemental engagement letter or amendment to this letter will be required.
3. Engagement Team
The following attorneys will be principally responsible for the day-to-day conduct of this matter:
Catherine Bloom — Responsible Partner, intellectual Property Group. Ms. Bloom will serve as the relationship partner for this engagement and will have overall supervisory responsibility for the matter, including oversight of case strategy, key filings, and significant client communications. Ms. Bloom has over twenty-two years of experience in trade secret litigation and intellectual property disputes, including substantial trial experience in both federal and state courts in Ohio and throughout the Midwest.
Alan Ngo — Billing Partner, intellectual Property Group. Mr. Ngo will serve as the billing partner and will co-manage case strategy with Ms. Bloom. Mr. Ngo brings particular expertise in complex commercial litigation and injunctive relief proceedings, and he will take a lead role in the preparation and prosecution of emergency relief applications should the timeline require it.
Omar Siddiqui — Lead Associate, intellectual Property Group. Mr. Siddiqui will be responsible for day-to-day case management, including the drafting of pleadings, briefs, and discovery requests and responses; coordination with expert witnesses and consultants; management of the document review process; and preparation of deposition outlines and witness materials. Mr. Siddiqui will serve as the primary point of contact for routine operational matters in the case.
Christy Bauer — Working Associate, intellectual Property Group. Ms. Bauer will assist with legal research, document review, discovery management, and the preparation of internal and external memoranda. Ms. Bauer's background in chemistry and her prior experience in chemical-industry trade secret matters will be a valuable asset to this engagement.
Additional attorneys, paralegals, litigation support specialists, or other support staff may be assigned to the matter from time to time as the needs of the case require. We will endeavor to staff this matter efficiently and to avoid unnecessary duplication of effort. CPS will be notified in advance of any material changes to the engagement team, including the departure of any attorney identified above from the matter or from the Firm.
4. Fees and Billing Arrangements
4.1 Hourly Rates
All legal services rendered in connection with this engagement will be billed on an hourly basis. The current hourly rates for the attorneys assigned to this matter are as follows:
Paralegal time, if applicable, will be billed at rates ranging from $225.00 to $325.00 per hour, depending on the experience level of the paralegal assigned. Time is recorded and billed in increments of one-tenth (0.1) of an hour.
Hourly rates are subject to adjustment from time to time, typically on an annual basis at the beginning of each calendar year. The Firm will provide CPS with at least thirty (30) days' advance written notice of any rate adjustment. Adjusted rates will apply to services rendered on or after the effective date of the adjustment.
4.2 No Contingency Arrangement
This engagement is on a straight hourly-fee basis only. There is no contingency fee arrangement, success fee, completion bonus, or alternative fee arrangement of any kind applicable to this matter. CPS will be responsible for the payment of professional fees as described herein regardless of the outcome of the litigation.
4.3 Expenses and Disbursements
In addition to professional fees for legal services, CPS will be responsible for reimbursement of all reasonable out-of-pocket expenses and disbursements incurred by the Firm in connection with the representation. Such expenses include, but are not limited to, the following:
•  Court filing fees and service of process costs;
•  Travel expenses (airfare, ground transportation, lodging, and meals) incurred in connection with court appearances, depositions, mediations, and meetings that require travel outside the Columbus, Ohio metropolitan area;
•  Courier, overnight delivery, and postage charges;
•  Photocopying and printing charges (currently billed at $0.15 per page for internal reproduction);
•  Electronic discovery processing, hosting, review platform, and related technology costs, including fees charged by third-party e-discovery vendors;
•  Expert witness fees and expenses, including fees for forensic analysis, economic damages analysis, and expert testimony;
•  Deposition transcript and videography costs;
•  Mediation and arbitration fees imposed by neutral service providers;
•  Online legal research charges (Westmark Data Systems, PACER, and similar services); and
•  Any other costs reasonably and necessarily incurred in furtherance of the representation.
With respect to expert engagements, we anticipate retaining, with CPS's prior approval, at least the following expert consultants in connection with this matter: (i) Thornburg Analytics LLC, for forensic chemical analysis and comparison of the CPS-BC-1147 Formulation with products manufactured and sold by Harlow; and (ii) Meridian Forensic Consulting Group LLC, for economic damages analysis, including lost-profits modeling and unjust-enrichment quantification. These experts will be retained pursuant to separate engagement agreements between C&H (or, at CPS's election, directly between CPS and the applicable expert), with all expert fees and costs passed through to CPS. The Firm will consult with CPS before authorizing any individual expense or category of expenses that is expected to exceed $10,000.00 in the aggregate.
4.4 Invoicing and Payment Terms
The Firm will submit detailed monthly invoices to CPS, reflecting all professional time charged to the matter (including the date, timekeeper, hours, and a narrative description of each task performed) and all disbursements incurred during the billing period. Invoices will ordinarily be transmitted electronically to Rachel Sung, General Counsel, at the email address on file with the Firm, with a paper copy available upon request.
All invoices are due and payable within thirty (30) days of the invoice date. If any invoice remains unpaid for more than sixty (60) days, the Firm reserves the right, upon written notice, to apply a late charge at the rate of one percent (1.0%) per month on the outstanding balance, or the maximum rate permitted by applicable law, whichever is less. Persistent non-payment of invoices may also constitute grounds for the Firm's withdrawal from the engagement, as described in Section 8 below.
CPS reserves the right to request further detail or explanation regarding any invoice entry. In the event of a good-faith billing dispute, CPS shall notify the Firm in writing within fifteen (15) days of receipt of the invoice, identifying the specific entries in question. The parties will work in good faith to resolve any such dispute promptly. CPS shall remain obligated to pay all undisputed portions of any invoice within the standard thirty-day payment period.
4.5 Retainer.  No advance retainer or security deposit is required from CPS at the inception of this engagement. The Firm reserves the right to request a retainer or evergreen deposit at any time during the course of the representation if, in the Firm's reasonable judgment, circumstances warrant such a request, including but not limited to a material escalation in the scope or intensity of the litigation. Any retainer deposited will be held in the Firm's client trust account in accordance with Ohio Rule of Professional Conduct 1.15 and will be applied against outstanding invoices or returned to CPS upon conclusion of the matter, as applicable.
5. Client Responsibilities
CPS agrees to cooperate fully with the Firm in all aspects of this representation. Effective legal representation requires ongoing communication and collaboration between counsel and client, and the success of this engagement will depend in significant part on CPS's timely and complete cooperation. Without limiting the generality of the foregoing, CPS specifically agrees to the following:
(a) CPS will provide the Firm with timely access to all documents, records, data, correspondence, and other materials in CPS's possession, custody, or control that are relevant or potentially relevant to the claims described in Section 2, including but not limited to the CPS-BC-1147 Formulation documentation, laboratory notebooks, manufacturing records, quality control data, the Toll Manufacturing Agreement and all amendments and related correspondence, customer records, sales data, and all communications with or concerning Harlow, Gerald W. Norris, Kenneth Fielding, or any of their agents or affiliates.
(b) CPS will make its officers, directors, employees, consultants, and other personnel reasonably available for interviews, conferences, deposition preparation sessions, and testimony as may be required in connection with this matter.
(c) CPS will promptly inform the Firm of any developments relevant to the subject matter of this engagement, including any new information regarding Harlow's activities, any contact from Harlow or its counsel, and any changes in CPS's business circumstances that may affect the claims or the litigation strategy.
(d) CPS will implement and maintain a litigation hold on all documents and electronically stored information potentially relevant to this matter, in accordance with the litigation hold memorandum that the Firm will prepare and circulate to CPS for distribution to appropriate custodians.
CPS has designated Rachel Sung, General Counsel, as the primary client contact for purposes of this engagement. Ms. Sung will be authorized to provide instructions and direction to the Firm on behalf of CPS, subject to any limitations imposed by CPS's internal governance and authorization procedures. The Firm may also communicate with the following CPS personnel as needed in connection with the matter: David Kessler, Chief Executive Officer; Dr. Margaret Yuen, Vice President of Research & Development; Brian Novotny, Sales Director; and such other CPS personnel as Ms. Sung may designate from time to time.
CPS further acknowledges that its private equity sponsor, Ridgepoint Capital Partners LP (contact: Sarah Engel, Operating Partner), may be kept informed of material developments in the litigation, including case strategy discussions, settlement postures, and significant financial implications. The Firm will include representatives of Ridgepoint Capital Partners LP in communications and updates to the extent authorized and directed by CPS. CPS understands that the inclusion of Ridgepoint Capital Partners LP personnel in privileged communications may, depending on the circumstances, implicate issues relating to the preservation of the attorney-client privilege, and the Firm will advise CPS on appropriate protocols to safeguard such privilege, including the potential use of common-interest agreements where advisable.
6. Conflicts of Interest
The Firm has conducted a thorough conflicts check in accordance with its internal procedures and the Ohio Rules of Professional Conduct. Based on that review, the Firm is not aware of any conflict of interest that would preclude this engagement or impair the Firm's ability to represent CPS vigorously and effectively in connection with this matter.
Specifically, the Firm does not currently represent, and has not within the past five years represented, Harlow Chemical Supply Inc., Gerald W. Norris, Kenneth Fielding, or any entity or individual known to be affiliated with any of them, in any matter whatsoever.
In addition, the Firm does not currently represent the law firm of Voss Gentry & Whitaker LLP (which we understand serves as outside counsel to Harlow) or any party adverse to CPS in connection with the subject matter of this engagement.
CPS acknowledges that Calderwood & Harkness LLP is a full-service law firm that represents a range clients in diverse legal matters throughout Ohio and in other jurisdictions. The Firm may currently represent, or may in the future undertake to represent, other clients in matters unrelated to CPS's business or this engagement. Such representations shall not be deemed to constitute a conflict of interest, provided that they do not involve the assertion of claims against CPS, do not relate to the subject matter of this engagement, and are not otherwise prohibited by the Ohio Rules of Professional Conduct.
If any potential conflict of interest arises during the course of this representation, whether involving an existing client of the Firm, a prospective new matter, or otherwise, the Firm will promptly notify CPS in writing and will seek appropriate consent, implement ethical screens, or take other steps as necessary to address the conflict in accordance with the applicable Rules of Professional Conduct. The Firm will not take any action that it believes would materially and adversely affect its representation of CPS in this matter without first consulting with CPS and obtaining CPS's informed consent, confirmed in writing, to the extent required by applicable ethical rules.
7. Confidentiality and Privilege
All communications between the Firm and CPS in connection with this engagement, including oral and written communications, documents, memoranda, analyses, and work product prepared by the Firm, are subject to the protections of the attorney-client privilege and/or the work-product doctrine, to the fullest extent recognized under applicable law. Neither party shall waive or take any action that could be construed as a waiver of such protections without the express prior consent of the other party, except as may be required by law or court order.
The Firm will maintain the confidentiality of all CPS information received in connection with this engagement in accordance with the Ohio Rules of Professional Conduct, including Rule 1.6, and the terms of this engagement letter. The Firm will not disclose CPS's confidential information to any third party without CPS's prior authorization, except as reasonably necessary to carry out the purposes of the representation (e.g., disclosures to retained experts subject to appropriate confidentiality agreements) or as required by applicable law, regulation, or court order.
Given the highly sensitive and commercially valuable nature of the CPS-BC-1147 Formulation and related trade secret materials, the Firm will implement appropriate information security protocols for the storage, handling, and transmission of CPS's proprietary technical data. These protocols will include, at a minimum, the use of encrypted email and file-transfer mechanisms for the transmission of CPS's trade secret materials, restricted access to trade secret files within the Firm's document management system (limited to members of the engagement team), and physical security measures for any hard-copy materials containing trade secret information. The Firm will coordinate with CPS's information technology and legal departments to ensure that these protocols are consistent with CPS's own data security policies and any applicable protective order that may be entered in the litigation.
8. Termination of Engagement
Either CPS or the Firm may terminate this engagement at any time upon written notice to the other party. The Firm's right to withdraw from the engagement is subject to the Firm's ethical obligations under the Ohio Rules of Professional Conduct, including Rule 1.16, and any applicable court rules governing withdrawal of counsel from pending litigation. In the event the Firm seeks to withdraw from the engagement, the Firm will take all reasonable steps to protect CPS's interests, including providing CPS with adequate notice and time to retain substitute counsel.
CPS may discharge the Firm at any time, with or without cause, by providing written notice to the Firm. CPS's decision to terminate the engagement shall not relieve CPS of its obligation to pay all fees and expenses incurred through the effective date of termination.
Upon termination of the engagement for any reason, the Firm will promptly return to CPS all original client files, documents, and materials, including but not limited to all original contracts, correspondence, pleadings, and evidence provided by CPS. The Firm shall be entitled to retain copies of such files and materials as reasonably necessary to comply with applicable law, regulatory requirements, professional responsibility obligations, and the Firm's internal document retention policies. CPS acknowledges that the Firm's work product (including internal memoranda, attorney notes, and draft documents) may be retained by the Firm in its files.
9. Limitations on Liability; No Guarantee of Outcome
CPS acknowledges and understands that, while Calderwood & Harkness LLP will apply its best professional efforts and judgment to the pursuit of CPS's claims, no attorney can guarantee a specific outcome, result, or recovery amount in any legal matter. The litigation process involves inherent risks, uncertainties, and contingencies that are beyond the control of any party or counsel, including but not limited to the unpredictability of judicial rulings, jury verdicts, and appellate decisions; the possibility that the opposing parties may assert defenses, counterclaims, or procedural objections that affect the course or outcome of the proceedings; and the potential for changes in applicable law during the pendency of the matter.
The Firm has not made, and CPS confirms that it has not relied upon, any representation, warranty, or guarantee regarding the likelihood of success, the probable duration of the litigation, or the amount of any recovery or award. Any estimates, assessments, or projections that the Firm may provide from time to time regarding the merits of the case, the likely range of damages, or the anticipated timeline are based on the information available at the time and are provided for informational and planning purposes only and should not be construed as guarantees or promises of any particular result.
10. Governing Law and Dispute Resolution
This engagement letter shall be governed by and construed in accordance with the laws of the State of Ohio, without regard to its conflict-of-laws principles.
In the event of any dispute arising out of or relating to this engagement letter, the services provided hereunder, or the Firm's fees and charges, the parties agree to first attempt in good faith to resolve the dispute through informal discussion and negotiation. If the dispute cannot be resolved informally within thirty (30) days of written notice from one party to the other, the parties agree to submit the dispute to mediation administered by the American Arbitration Association or another mutually agreed-upon mediation service, with the mediation to take place in Columbus, Ohio. If mediation is unsuccessful, either party may pursue resolution through binding arbitration, if mutually agreed, or through litigation in a court of competent jurisdiction located in Franklin County, Ohio. Each party consents to the personal jurisdiction and venue of such courts for purposes of any dispute arising under this engagement letter.
11. Entire Agreement; Amendments
This engagement letter constitutes the entire agreement between Calderwood & Harkness LLP and Crestline Packaging Solutions LLC with respect to the subject matter hereof and supersedes all prior and contemporaneous negotiations, representations, understandings, and agreements, whether written or oral, between the parties relating to this engagement. No course of dealing, usage of trade, or course of performance shall be relevant to supplement, explain, or modify any term of this engagement letter.
This engagement letter may not be amended, modified, or supplemented except by a written instrument duly executed by authorized representatives of both parties. No waiver of any term or condition of this engagement letter shall be effective unless made in writing and signed by the party against whom enforcement of the waiver is sought. The failure of either party to enforce any provision of this engagement letter shall not be construed as a waiver of such provision or of the right to enforce it at a later time.
12. Acceptance
If the foregoing terms are acceptable to Crestline Packaging Solutions LLC, please indicate your agreement by countersigning this letter in the space provided below and returning a fully executed copy to my attention at the address set forth above or by email to cbloom@calderwoodharkness.com. Upon receipt of a countersigned copy, this letter shall constitute a binding agreement between the parties.
We are eager to commence work on this important matter and to pursue the vigorous protection of Crestline's proprietary technology and business interests. Please do not hesitate to contact me directly at (614) 555-8200 if you have any questions regarding the terms of this engagement or any other aspect of the representation.
We look forward to working with you.
Very truly yours,
CALDERWOOD & HARKNESS LLP
CALDERWOOD & HARKNESS LLP
By: ________
Name: Catherine Bloom
Title: Partner, intellectual Property Group
Date: February 26, 2024
AGREED AND ACCEPTED:
The undersigned, on behalf of Crestline Packaging Solutions LLC, hereby acknowledges receipt of this engagement letter, confirms that she has read and understands its terms, and agrees to be bound by the terms and conditions set forth herein.
CRESTLINE PACKAGING SOLUTIONS LLC
By: ________
Name: Rachel Sung
Title: General Counsel
Date: ________
Enclosures: None
cc: David Kessler, Chief Executive Officer, Crestline Packaging Solutions LLC Alan Ngo, Partner, Calderwood & Harkness LLP Sarah Engel, Operating Partner, Ridgepoint Capital Partners LP
PRIVILEGED AND CONFIDENTIAL — ATTORNEY-CLIENT COMMUNICATION Matter No. 1006-00004
Timekeeper | Title | Hourly Rate (2024)
Catherine Bloom | Partner | $895.00
Alan Ngo | Partner | $850.00
Omar Siddiqui | Associate | $575.00
Christy Bauer | Associate | $475.00

CALDERWOOD & HARKNESS LLP Attorneys at Law

VIA ELECTRONIC MAIL AND U.S. MAIL

CALDERWOOD & HARKNESS LLP

CALDERWOOD & HARKNESS LLP

AGREED AND ACCEPTED:

CRESTLINE PACKAGING SOLUTIONS LLC

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