Dear Rachel,
I hope this message finds you well. I am a lead associate on the Calderwood & Harkness team advising Vantage Mobility Systems Corp. ("VMS") in connection with the Master Embedded Software License and Services Agreement dated June 21, 2022 (the "MESLSA") with Meridian Code Technologies, Inc. ("MeridianCode"). I am writing to follow up on the recent transition of the MESLSA to Dormancy Status, which was formally acknowledged by MeridianCode on August 3, 2023, following VMS's dormancy notice dated July 14, 2023 issued under Section 9.4 of the agreement.
In light of the dormancy and the open questions that remain regarding fee obligations, milestone deadlines, and derivative works ownership, it is critical that we preserve and organize all relevant documentation from the Project Argonaut integration phase. This request is being made to support VMS's legal position and to ensure completeness of the record in connection with ongoing and potential future discussions with MeridianCode and its counsel at Redstone Whitaker LLP. I have organized the request by category below for ease of reference.
**1. Document Preservation Directive**
We ask that you ensure that all documents, records, and electronically stored information ("ESI") related to Project Argonaut and the MESLSA are preserved in their current form and are not deleted, modified, or destroyed. This directive applies to materials in all formats, including but not limited to: emails, internal memoranda, meeting notes, presentations, technical specifications, engineering logs, vendor communications, chat or instant messages, and any other records in any medium (whether stored on VMS servers, cloud platforms, local drives, or personal devices used for business purposes).
We also ask that you communicate this preservation instruction to all relevant personnel within VMS who had involvement with the MeridianCode engagement. In particular, we would ask that the following individuals be notified promptly:
- **Lena Petrova**, Director, Software Integration Engineering - **Dennis J. Whitfield**, CTO and Project Argonaut Sponsor - Any other members of the integration engineering team and procurement team who participated in or supported the MeridianCode engagement
Please confirm in writing to each of these individuals that they are under an obligation to preserve all such materials until further notice from VMS's legal team.
**2. Milestone Completion Records**
We specifically request all documentation evidencing completion of integration milestones under Statement of Work No. 1 to the MESLSA, organized as follows:
- **Argonaut-A, Milestone 3 (Alpha Integration Testing):** All records confirming completion on February 28, 2023, including test results, acceptance sign-offs, MeridianCode deliverable confirmations, and any correspondence with MeridianCode personnel acknowledging milestone completion.
- **Argonaut-C, Milestone 2 (Source-Code Customization Delivery):** All records confirming completion on January 15, 2023, including delivery confirmations, acceptance documentation, and any related communications with MeridianCode.
- **Argonaut-B, Milestone 1 (Requirements Specification Approval):** Any documentation reflecting the approval of this milestone, which we understand was approved but with no code integration commenced.
- **Argonaut-D and Argonaut-E:** Any records confirming that no integration work was commenced on these platforms.
In addition, we request copies of all milestone payment records for the $1,920,000 in integration services fees paid through Milestones 1–3, including invoices, internal payment authorizations, and wire transfer confirmations.
These records are important for establishing VMS's compliance posture under Section 4.3's Use-It-or-Lose-It requirement (which requires integration testing on at least two platforms within 18 months of the Effective Date — i.e., by December 21, 2023) and for the tolling arguments we are developing in connection with the dormancy provision.
**3. Communications with MeridianCode Personnel**
We request the preservation and production of all communications between VMS personnel and MeridianCode personnel during the integration phase, spanning June 21, 2022 through March 22, 2023 (when integration work was suspended). This includes emails, instant messages, meeting minutes, phone call logs or summaries, and video conference recordings, if any exist.
We would ask that the collection effort focus in particular on communications with the following MeridianCode contacts:
- **Gregory L. Fisk**, SVP, Automotive & Mobility Licensing - **Diana Cho**, Director, Enterprise License Management - Any MeridianCode technical or engineering staff involved in integration services delivery
Communications surrounding the **March 14, 2023 rescoping decision** and the **March 22, 2023 suspension of integration work** are of particular importance. We are interested in any notice — whether formal or informal — provided to MeridianCode personnel regarding the scope reduction or work stoppage.
**4. Engineering Hours Documentation**
We request documentation substantiating the approximately 14,200 engineering hours invested by VMS internal teams on Project Argonaut integration. This includes time-tracking records, project management logs (e.g., Jira, confluence, or equivalent systems), and any other records that can establish the total hours and their allocation across platforms (Argonaut-A, Argonaut-B, Argonaut-C, and any preliminary work on Argonaut-D and Argonaut-E).
This documentation will be relevant to VMS's arguments regarding the value of its contributions, particularly in connection with the derivative works ownership dispute concerning modules DW-001, DW-002, and DW-003.
**5. Derivative Works Documentation**
We request all technical documentation, source code repositories, version control logs (e.g., Git commit histories), and engineering records related to the three derivative work modules — DW-001, DW-002, and DW-003 — created by VMS engineers during the integration process. As you may be aware, these modules comprise approximately 47,000 lines of code, and VMS's position is that they are solely VMS-originated works.
We are particularly interested in records that demonstrate the independent origin of these works — that is, evidence that they were developed by VMS engineers using VMS resources and methodologies, as distinct from modifications to MeridianCode's ATLAS-RT source code. Development environment logs, design documents, architectural specifications, and internal code review records would all be relevant here.
I should note that Calderwood & Harkness has retained Hargrove Technical Consulting, LLC (Dr. Samuel Beecroft) to provide an independent technical assessment of the derivative works modules. Some of this documentation may need to be shared with Hargrove under appropriate confidentiality protections, and we will coordinate with Martin's office on the specifics of that arrangement.
**6. Procurement and Contracting Records**
We request your files on the procurement process leading to the MESLSA, including:
- Any RFP materials, competitive bids from alternative RTOS vendors, and internal evaluations or scoring matrices - The negotiation history with MeridianCode, including marked drafts and related correspondence - Copies of all executed contract documents: the MESLSA execution version, Statement of Work No. 1, Exhibits A through C, and any amendments, side letters, or change orders (if any exist)
We also request the following payment records:
- Upfront license fee payment of $8,000,000 (paid June 21, 2022) - Year 1 Maintenance & Support Fee payment of $2,400,000 (paid July 15, 2022) - Year 2 Maintenance & Support Fee invoice of $2,400,000 (invoiced July 1, 2023), together with any internal correspondence regarding VMS's decision to dispute or defer payment of that invoice
**7. Project Argonaut Rescoping Documentation**
We request a copy of the **March 14, 2023 VMS Board resolution** approving the rescoping of Project Argonaut from five platforms to two (Argonaut-A and Argonaut-C only), with deferral of electrification integration to Phase II. We also request any supporting materials presented to the Board in connection with that decision, including any references to supply-chain delays in semiconductor procurement and the Ashgrove Equity Partners portfolio-wide capital expenditure reduction directive.
Additionally, we request any internal communications regarding the decision to suspend integration work on March 22, 2023.
**8. Timing and Next Steps**
We recognize that this is a comprehensive request, and we are happy to work with you and your team to prioritize and organize the collection effort. We would ask that you provide an initial response **within five (5) business days** confirming that (a) the preservation directive has been implemented and communicated to the individuals identified above, and (b) identifying a point of contact within VMS who will serve as the lead for document collection and production.
I would also suggest that we schedule a brief call at your convenience to discuss the most efficient way to organize and transmit the requested materials. If it would be helpful, I am happy to provide a more detailed document request list or checklist that your team can use to track the collection process.
Finally, please note that some materials may need to be reviewed by Calderwood & Harkness before any potential production to outside parties. All materials gathered in response to this request should be treated as potentially subject to attorney-client privilege and work product protection, and should be handled accordingly.
Thank you for your attention to this matter, Rachel. Please do not hesitate to reach out to me or to Bernard with any questions.
Best regards,
**Gabrielle Moss** Lead Associate Calderwood & Harkness LLP 600 Renaissance Center, Suite 3200 Detroit, MI 48243 T: (313) 448-7620 E: gmoss@calderwoodharkness.com
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