1011-00003 · Waypoint Capital Partners · Engagement

engagement-letter-mcb.docx DOCUMENT Litigation

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CONFIDENTIAL — ATTORNEY-CLIENT COMMUNICATION

CALDERWOOD & HARKNESS LLP Attorneys at Law 1251 Avenue of the Americas, 40th Floor New York, NY 10020 Tel: (212) 558-4000

Fax: (212) 558-4001

www.calderwoodharkness.com

September 26, 2022

Via Email and U.S. Mail

Thomas R. Hennessy, Esq. General Counsel Meridian Consumer Brands LLC 450 Park Avenue South, 14th Floor New York, NY 10016

Re: Engagement of Calderwood & Harkness LLP — Trademark Infringement Dispute with Brindoval Home Goods Inc.

Firm Matter No.: 1011-00003 Billing Code: 11470-001

Dear Mr. Hennessy:

1. Introduction and Purpose

Calderwood & Harkness LLP ("C&H" or the "Firm") is pleased to confirm its engagement by Meridian Consumer Brands LLC ("MCB" or the "Client"), a Delaware limited liability company, to represent MCB in connection with a trademark infringement and unfair competition dispute against Brindoval Home Goods Inc. ("Brindoval"), a Minnesota corporation. We appreciate the confidence that MCB has placed in the Firm and look forward to working with you and your team on this important matter.

This engagement letter sets forth the terms and conditions of the Firm's representation of MCB. Upon execution by the Client, this letter will constitute the binding engagement agreement between C&H and MCB with respect to the matter described herein (the "Matter"). We ask that you review this letter carefully, and we welcome any questions you may have regarding its terms.

This engagement letter follows the discussions between Alan Ngo, Partner in the Firm's intellectual Property Group, and you regarding MCB's concerns about Brindoval's unauthorized adoption and use of the "MERIDIAN FRESH" mark in connection with cleaning preparations. Those discussions have informed the Firm's preliminary understanding of the matter and the scope of work contemplated below.

2. Scope of Engagement

C&H is engaged to advise and represent MCB with respect to the enforcement of MCB's trademark rights against Brindoval Home Goods Inc. arising from Brindoval's adoption, use, and attempted registration of the mark "MERIDIAN FRESH" in International Class 3 (cleaning preparations), which MCB believes infringes upon and is likely to cause confusion with MCB's established family of MERIDIAN marks used in connection with the same class of goods.

The scope of this engagement includes, but is not limited to, the following:

(a) Cease-and-Desist Correspondence. Preparation and delivery of cease-and-desist correspondence to Brindoval and/or its counsel demanding that Brindoval cease all use of the MERIDIAN FRESH mark and abandon its pending trademark application, and any follow-up correspondence related thereto.

(b) TTAB Opposition Proceeding. Filing and prosecution of a Notice of Opposition before the United States Patent and Trademark Office, Trademark Trial and Appeal Board ("TTAB"), against Brindoval's pending trademark application Serial No. 97/412,558 for the mark MERIDIAN FRESH, including all briefing, discovery, trial preparation, and oral argument, as applicable, in connection with such proceeding.

(c) Federal Trademark Infringement Litigation. Filing and prosecution of a federal trademark infringement action in the United States District Court for the Southern District of New York against Brindoval under the Lanham Act, 15 U.S.C. §§ 1114(1) and 1125(a), and applicable state law, including New York General Business Law § 360-l, asserting claims for trademark infringement, false designation of origin, unfair competition, and trademark dilution, as appropriate based on the facts as they develop.

(d) Injunctive Relief. Seeking preliminary and permanent injunctive relief to enjoin Brindoval from continued use of the MERIDIAN FRESH mark and any other confusingly similar marks in connection with goods in International Class 3 or related classes.

(e) Settlement Negotiations and Alternative Dispute Resolution. Engaging in settlement negotiations with Brindoval and its counsel and, if applicable, participating in mediation or other forms of alternative dispute resolution on MCB's behalf.

(f) Expert Witnesses and Consultants. Retaining and coordinating with expert witnesses and consultants as needed in connection with the Matter, including but not limited to consumer survey experts, damages experts, and trademark valuation specialists, subject to the cost-approval provisions set forth in Section 5 below.

The trademarks at issue in this engagement, owned by MCB, include the following:

The Firm may also identify and assert rights in additional common-law trademarks, trade dress, or other intellectual property rights of MCB as the engagement progresses, provided such assertion falls within the general scope of enforcing MCB's MERIDIAN brand rights against Brindoval in connection with the Matter.

Scope Limitation. This engagement does not include representation of MCB in any other matter, including but not limited to general corporate, regulatory, tax, employment, or transactional matters, unless separately agreed to in writing by the parties. Any expansion of the scope of this engagement will require a supplemental engagement letter or an amendment to this letter executed by both parties.

Affiliate Limitation. This engagement does not cover representation of Waypoint Capital Partners LLC, any subsidiary or affiliate of MCB, or any other entity related to or controlled by MCB or its equity holders, unless such representation is expressly confirmed in a separate written agreement. The Firm's duties of loyalty and confidentiality under this engagement run solely to MCB as the named Client.

3. Engagement Team and Staffing

The following attorneys will serve as the primary engagement team for the Matter:

Alan Ngo — Responsible Partner, intellectual Property Group. Mr. Ngo has eighteen (18) years of experience in trademark prosecution and litigation, with a particular focus on brand enforcement in the consumer products sector. He will serve as the lead relationship partner, maintain primary responsibility for the overall strategic direction of the engagement, and oversee all aspects of the Firm's work on behalf of MCB. Mr. Ngo will serve as your primary point of contact at the Firm.

Marcus Delgado — Billing Partner, intellectual Property Group. Mr. Delgado leads the Firm's brand enforcement practice and brings extensive experience in complex trademark disputes, including multi-jurisdictional enforcement campaigns and Lanham Act trials. He will provide strategic oversight, senior review of all significant filings and correspondence, and will be available for key client conferences and court appearances as needed.

Christy Bauer — Lead Associate, intellectual Property Group. Ms. Bauer has six (6) years of experience in intellectual property litigation, including TTAB proceedings and federal trademark actions. She will manage the day-to-day litigation activities of the engagement, including drafting pleadings, motions, and discovery requests, managing the discovery process, coordinating with experts, and preparing for trial.

Peter Vassiliev — Working Associate, intellectual Property Group. Mr. Vassiliev has three (3) years of experience and will assist the team with legal research, document review, preparation of memoranda, and drafting of supporting materials as directed by the senior members of the engagement team.

The Firm may, from time to time, assign additional attorneys, paralegals, litigation support specialists, or other professional staff to the Matter as reasonably necessary to ensure efficient and effective representation. The Firm will inform MCB of any material staffing changes, including the addition or departure of any attorney serving in a senior role on the engagement team.

The Firm will use its best efforts to ensure that staffing on the Matter is efficient and cost-effective and to avoid unnecessary duplication of effort among team members. Where appropriate, the Firm will assign tasks to the lowest-cost qualified professional capable of performing such tasks competently.

4. Fees and Billing Rates

The Firm will bill MCB for professional services rendered in connection with the Matter on an hourly basis at the following standard rates, which reflect the Firm's 2022–2023 rate schedule:

The specific billing rates for the named members of the engagement team are as follows:

The Firm reserves the right to adjust its standard billing rates annually, effective each January 1, upon not less than thirty (30) days' prior written notice to the Client. Any adjusted rates will apply to services rendered on or after the effective date of such adjustment and will not be applied retroactively to services already rendered. The Firm will endeavor to keep any annual rate increases consistent with general market adjustments for law firms of comparable size and practice in the New York metropolitan area.

Professional time will be recorded in increments of one-tenth (0.1) of an hour (i.e., six-minute increments). Each timekeeper will maintain contemporaneous time records reflecting the date, description, and duration of services performed.

5. Disbursements and Expenses

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

(a) Court filing fees and service of process fees incurred in the United States District Court for the Southern District of New York or any other court in which proceedings may be filed in connection with the Matter;

(b) TTAB filing fees, including the filing fee for the Notice of Opposition and any other fees assessed by the United States Patent and Trademark Office in connection with the opposition proceeding;

(d) Expert witness fees and consulting costs, including retainer fees, hourly fees, report preparation charges, and testimony fees, provided that any individual expert or consultant engagement expected to exceed Twenty-Five Thousand Dollars ($25,000) in total fees will require prior written approval from the Client before such engagement is entered into;

(e) Mediation fees, arbitration fees, and any other costs associated with alternative dispute resolution proceedings;

(f) Travel expenses reasonably incurred in connection with the Matter, including coach-class airfare, reasonable hotel accommodations, and ground transportation;

(g) Photocopying and document reproduction charges, at the Firm's actual cost;

(h) Electronic research database charges, including Westmark Data Systems, Sundial Solutions, and trademark research databases, charged at the Firm's actual cost;

(i) Overnight delivery, courier, and postage charges;

(j) Court reporter fees, deposition transcription costs, and videography charges; and

(k) Any other reasonable out-of-pocket costs directly attributable to the Matter.

With respect to expert witnesses and consultants, the Firm will identify and recommend appropriate experts for engagement by the Client. Expert and consultant engagement agreements will be entered into by C&H on behalf of MCB following prior written authorization from the Client. The Firm will coordinate all communications with retained experts and will manage their work product to ensure consistency with the overall litigation strategy.

6. Billing and Payment Terms

The Firm will issue detailed monthly invoices describing the professional services rendered, disbursements incurred, and expenses advanced during the preceding calendar month. Each invoice will itemize the date of each service, the timekeeper who performed the service, a description of the work performed, the time expended, and the applicable billing rate. Disbursements will be separately itemized.

All invoices will reference Firm Matter No. 1011-00003 and Billing Code 11470-001 and will be directed to Thomas R. Hennessy, General Counsel, at the address set forth above, or to such other billing contact as the Client may designate in writing from time to time.

Payment of each invoice is due within thirty (30) days of the date of such invoice. All payments should be made by wire transfer or check payable to "Calderwood & Harkness LLP" and directed in accordance with the payment instructions that will accompany each invoice.

Past-due balances — that is, any amounts remaining unpaid more than thirty (30) days after the date of the applicable invoice — will accrue interest at the rate of one percent (1.0%) per month (twelve percent (12%) per annum), or the maximum rate permitted by applicable law, whichever is lower, calculated from the date the payment was due until the date payment is received in full.

The Client may request a detailed description or clarification of any billing entry at any time, and the Firm will promptly provide such information. The Firm is committed to transparency in its billing practices and welcomes the opportunity to discuss any questions or concerns regarding fees, staffing, or the overall cost of the engagement.

7. Retainer

No retainer deposit or advance payment is required at the inception of this engagement. The Firm is prepared to commence work immediately upon receipt of the executed engagement letter.

Notwithstanding the foregoing, the Firm reserves the right to request a retainer or advance deposit from the Client if, at any point during the engagement, outstanding invoices remain unpaid for more than sixty (60) days. In such event, the Firm will provide written notice to the Client specifying the amount of the requested retainer, and the parties will discuss the terms of such arrangement in good faith. Any retainer or advance deposit received will be held in the Firm's client trust account and applied against outstanding or future invoices in accordance with the New York Rules of Professional Conduct.

8. Client Responsibilities and Cooperation

The success of this engagement depends in significant part on the active cooperation of MCB and its personnel. MCB agrees to cooperate fully with C&H in connection with the Matter, including by providing timely access to all relevant documents, information, data, and personnel as reasonably requested by the Firm. MCB further agrees to respond promptly to the Firm's requests for information, decisions, and approvals, understanding that delays in client responsiveness may affect the Firm's ability to meet court-imposed or regulatory deadlines.

The following individuals have been designated as the key MCB contacts for this engagement:

Thomas R. Hennessy, General Counsel — Mr. Hennessy will serve as the primary legal contact for the engagement and the authorized representative for all engagement-related decisions, including approval of litigation strategy, settlement authority, and expenditure approvals. All material legal communications from the Firm will be directed to Mr. Hennessy unless otherwise instructed.

Rachel Dominguez, VP, Brand Management — Ms. Dominguez will serve as the primary business contact for brand-related information, including marketing data, product-line details, brand usage history, advertising expenditures, distribution channels, and consumer perception data relevant to the trademark claims.

Sandra Kwan, CEO — Ms. Kwan will be available for strategic-level decisions as needed, including decisions regarding settlement parameters, business impact assessments, and overall corporate direction in connection with the Matter.

MCB will promptly inform C&H of any material developments related to the dispute, including but not limited to any direct communications from Brindoval or its counsel, any changes to MCB's use of its MERIDIAN marks, any third-party claims or challenges to MCB's trademark registrations, or any business developments that may affect the scope or strategy of the engagement.

MCB hereby authorizes C&H to communicate on its behalf with opposing counsel, Halverson McKay & Pruitt LLP (attention: Gregory T. Halverson), and with any relevant courts, tribunals, administrative agencies (including the USPTO and TTAB), and other parties in connection with the Matter. This authorization extends to all written and oral communications reasonably necessary to advance MCB's interests in the dispute.

9. Conflict of Interest Disclosure and Waiver

The Firm has conducted a comprehensive conflicts check in accordance with the New York Rules of Professional Conduct (Rules 1.7, 1.8, and 1.9) and the Firm's internal conflict-clearance procedures.

The Firm confirms that it does not currently represent Brindoval Home Goods Inc., Halverson McKay & Pruitt LLP, or any party adverse to MCB in connection with this Matter. The Firm is not aware of any current engagement that would give rise to a direct conflict of interest with respect to this representation.

Disclosure. C&H has in the past represented entities affiliated with Waypoint Capital Partners LLC, MCB's majority equity holder, on unrelated transactional matters. Those prior representations involved corporate formation, financing, and general commercial matters that are unrelated to the trademark dispute that is the subject of this engagement. The Firm does not believe that such prior representation gives rise to a conflict of interest, actual or potential, in connection with this engagement, and the Firm has not obtained from those prior representations any confidential information that is material to the Matter. MCB acknowledges this disclosure and, by executing this engagement letter, waives any potential conflict of interest arising from the Firm's prior representation of Waypoint-affiliated entities.

If an actual or potential conflict of interest arises at any time during the course of this engagement, the Firm will promptly notify MCB in writing and discuss appropriate steps to address the conflict. Such steps may include, depending on the circumstances, obtaining an informed written waiver from the affected parties, implementing an ethical screen within the Firm, or, if the conflict cannot be adequately resolved, withdrawing from the engagement in accordance with the applicable Rules of Professional Conduct.

10. Confidentiality

All information, documents, data, and communications provided by MCB to C&H in connection with this Matter will be treated as strictly confidential and will be subject to the protections of the attorney-client privilege and/or the work-product doctrine, as applicable under federal and state law.

The Firm will not disclose any confidential information received from MCB to any third party without MCB's prior written consent, except as may be required by law, court order, subpoena, or the Firm's professional obligations under the New York Rules of Professional Conduct. In the event that the Firm receives a request or demand for disclosure of confidential information from a third party, the Firm will, to the extent permitted by law, promptly notify MCB and afford MCB the opportunity to seek a protective order or other appropriate remedy before any disclosure is made.

The Firm will implement reasonable safeguards to protect the confidentiality and security of MCB's information, including maintaining appropriate physical, electronic, and procedural controls consistent with the Firm's information security policies and applicable legal and ethical requirements.

The protections and obligations set forth in this Section 10 shall survive the termination or completion of this engagement.

11. No Guarantee of Outcome

While the Firm will use its best professional efforts and judgment in representing MCB in connection with the Matter, C&H expressly makes no guarantee or warranty regarding the outcome of the Matter, including but not limited to the likelihood of success in the TTAB opposition proceeding, the federal litigation, or any settlement negotiations. The practice of law involves inherent uncertainty, and the outcome of any legal proceeding is subject to factors beyond the control of any attorney or law firm.

The Firm's preliminary assessment of the merits of MCB's claims, as communicated in our prior discussions, is based on the information currently available to the Firm and may evolve as additional facts are developed through discovery, investigation, and further legal research. The Firm will keep MCB informed of any material changes in its assessment of the Matter and will provide candid advice regarding the risks, costs, and benefits of the various courses of action available to MCB at each stage of the engagement.

12. Termination

Either party may terminate this engagement upon thirty (30) days' prior written notice to the other party, subject to the provisions of this Section 12.

MCB may terminate the engagement at any time, for any reason or for no reason, upon written notice to the Firm. The Firm's right to terminate this engagement is subject to its obligations under the applicable Rules of Professional Conduct, including the duty not to withdraw from representation in a manner that would materially prejudice the Client's interests. In the event that the Firm seeks to withdraw from any pending litigation or TTAB proceeding, the Firm will comply with all applicable court rules and procedures, including obtaining any required court or tribunal approval for such withdrawal.

Upon termination of this engagement by either party, MCB will remain responsible for payment of all professional fees and disbursements incurred through the effective date of termination in accordance with the billing and payment terms set forth in this letter. The Firm will issue a final invoice within thirty (30) days of the effective date of termination.

Upon termination, the Firm will promptly return to MCB all original documents, files, and materials belonging to MCB, and will provide MCB with copies of the Firm's work product created in connection with the Matter, to the extent such work product has been paid for by the Client. The Firm will cooperate in an orderly transition of the Matter to successor counsel designated by MCB, including making the engagement team available for reasonable consultation during the transition period.

13. Document Retention

Following the close of the Matter (whether by resolution, judgment, settlement, or termination of the engagement), the Firm will retain copies of the engagement files, including correspondence, pleadings, research memoranda, and work product, for a period of seven (7) years in accordance with the Firm's standard document retention policy.

At the expiration of such seven-year retention period, the Firm may destroy or dispose of the engagement files without further notice to or consent from MCB, unless MCB has, prior to the expiration of the retention period, submitted a written request to the Firm for the return of such files or for the continuation of the Firm's retention beyond the standard period. Any costs associated with extended retention or the return of files at MCB's request will be borne by MCB.

14. Governing Law and Dispute Resolution

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

In the event of any dispute, controversy, or claim arising out of or relating to this engagement letter, the Firm's representation of MCB, or the fees or charges billed in connection with the Matter, the parties agree to first attempt to resolve such dispute through good-faith mediation conducted by a mutually agreed-upon mediator in New York, New York. If mediation is unsuccessful or if the parties are unable to agree upon a mediator within thirty (30) days of a written demand for mediation, the dispute shall be resolved through binding arbitration in New York, New York, administered in accordance with the Commercial Arbitration Rules of the American Arbitration Association then in effect. The arbitrator's decision shall be final and binding, and judgment upon the award may be entered in any court of competent jurisdiction. Each party shall bear its own costs and attorneys' fees in connection with any such mediation or arbitration, unless the arbitrator determines otherwise.

15. Entire Agreement and Amendments

This engagement letter, together with the Firm's Standard Terms of Engagement (a copy of which is enclosed herewith and incorporated by reference), constitutes the entire agreement between C&H and MCB with respect to the subject matter hereof and supersedes all prior and contemporaneous oral or written communications, proposals, negotiations, representations, and agreements between the parties relating to the engagement.

No amendment, modification, or supplement to this engagement letter shall be effective unless made in writing and signed by an authorized representative of each party. No waiver of any provision of this engagement letter shall be deemed a waiver of any other provision, nor shall any waiver constitute a continuing waiver.

16. Acceptance and Execution

If the foregoing terms and conditions are acceptable to MCB, please indicate your agreement by signing and dating this letter in the space provided below and returning one fully executed copy to the Firm at the address set forth above, or by email to alan.ngo@calderwoodharkness.com. This engagement letter may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Execution and delivery of this letter by electronic means (including PDF transmitted by email) shall be deemed effective execution and delivery for all purposes.

We are prepared to commence work on the Matter promptly upon receipt of the executed engagement letter. We look forward to working with you and the MCB team, and we are confident that we can achieve a strong result in protecting MCB's valuable trademark rights.

Please do not hesitate to contact Alan Ngo at (212) 558-4127 or alan.ngo@calderwoodharkness.com, or Marcus Delgado at (212) 558-4209 or marcus.delgado@calderwoodharkness.com, with any questions regarding this letter or the engagement.

Very truly yours,

CALDERWOOD & HARKNESS LLP

By: ________

Alan Ngo, Partner Responsible Partner — Intellectual Property Group

By: ________

Marcus Delgado, Partner Billing Partner — Intellectual Property Group

Date: ________

ACKNOWLEDGED AND ACCEPTED

The undersigned, being duly authorized to act on behalf of Meridian Consumer Brands LLC, a Delaware limited liability company, hereby acknowledges receipt of this engagement letter, confirms that the undersigned has read and understands the terms and conditions set forth herein, and agrees to be bound by such terms and conditions on behalf of Meridian Consumer Brands LLC.

MERIDIAN CONSUMER BRANDS LLC a Delaware limited liability company EIN: 83-4027165

By: ________

Name: Thomas R. Hennessy

Title: General Counsel, Meridian Consumer Brands LLC

Date: ________

Address:

450 Park Avenue South, 14th Floor New York, NY 10016

Enclosures:

1. Calderwood & Harkness LLP — Standard Terms of Engagement (incorporated by reference)

2. Calderwood & Harkness LLP — Firm Privacy Notice

Registration	Mark	Type	International Class	Registration Date
U.S. Reg. No. 4,218,506	MERIDIAN	Standard character	IC 3	August 14, 2012
U.S. Reg. No. 5,034,771	MERIDIAN CLEAN	Standard character	IC 3	October 18, 2016
U.S. Reg. No. 5,589,320	MERIDIAN (stylized logo with wave device)	Design plus words	IC 3	July 10, 2018
Timekeeper Category	Hourly Rate
Partners	$1,050 per hour
Senior Associates	$725 per hour
Associates	$575 per hour
Paralegals and litigation support specialists	$275 – $375 per hour (at then-current rates)
Timekeeper	Position	Hourly Rate
Alan Ngo	Partner	$1,050/hr
Marcus Delgado	Partner	$1,050/hr
Christy Bauer	Senior Associate	$725/hr
Peter Vassiliev	Associate	$575/hr

CONFIDENTIAL — ATTORNEY-CLIENT COMMUNICATION
CALDERWOOD & HARKNESS LLP Attorneys at Law 1251 Avenue of the Americas, 40th Floor New York, NY 10020 Tel: (212) 558-4000
Fax: (212) 558-4001
www.calderwoodharkness.com
September 26, 2022
Via Email and U.S. Mail
Thomas R. Hennessy, Esq. General Counsel Meridian Consumer Brands LLC 450 Park Avenue South, 14th Floor New York, NY 10016
Re: Engagement of Calderwood & Harkness LLP — Trademark Infringement Dispute with Brindoval Home Goods Inc.
Firm Matter No.: 1011-00003 Billing Code: 11470-001
Dear Mr. Hennessy:
1. Introduction and Purpose
Calderwood & Harkness LLP ("C&H" or the "Firm") is pleased to confirm its engagement by Meridian Consumer Brands LLC ("MCB" or the "Client"), a Delaware limited liability company, to represent MCB in connection with a trademark infringement and unfair competition dispute against Brindoval Home Goods Inc. ("Brindoval"), a Minnesota corporation. We appreciate the confidence that MCB has placed in the Firm and look forward to working with you and your team on this important matter.
This engagement letter sets forth the terms and conditions of the Firm's representation of MCB. Upon execution by the Client, this letter will constitute the binding engagement agreement between C&H and MCB with respect to the matter described herein (the "Matter"). We ask that you review this letter carefully, and we welcome any questions you may have regarding its terms.
This engagement letter follows the discussions between Alan Ngo, Partner in the Firm's intellectual Property Group, and you regarding MCB's concerns about Brindoval's unauthorized adoption and use of the "MERIDIAN FRESH" mark in connection with cleaning preparations. Those discussions have informed the Firm's preliminary understanding of the matter and the scope of work contemplated below.
2. Scope of Engagement
C&H is engaged to advise and represent MCB with respect to the enforcement of MCB's trademark rights against Brindoval Home Goods Inc. arising from Brindoval's adoption, use, and attempted registration of the mark "MERIDIAN FRESH" in International Class 3 (cleaning preparations), which MCB believes infringes upon and is likely to cause confusion with MCB's established family of MERIDIAN marks used in connection with the same class of goods.
The scope of this engagement includes, but is not limited to, the following:
(a) Cease-and-Desist Correspondence. Preparation and delivery of cease-and-desist correspondence to Brindoval and/or its counsel demanding that Brindoval cease all use of the MERIDIAN FRESH mark and abandon its pending trademark application, and any follow-up correspondence related thereto.
(b) TTAB Opposition Proceeding. Filing and prosecution of a Notice of Opposition before the United States Patent and Trademark Office, Trademark Trial and Appeal Board ("TTAB"), against Brindoval's pending trademark application Serial No. 97/412,558 for the mark MERIDIAN FRESH, including all briefing, discovery, trial preparation, and oral argument, as applicable, in connection with such proceeding.
(c) Federal Trademark Infringement Litigation. Filing and prosecution of a federal trademark infringement action in the United States District Court for the Southern District of New York against Brindoval under the Lanham Act, 15 U.S.C. §§ 1114(1) and 1125(a), and applicable state law, including New York General Business Law § 360-l, asserting claims for trademark infringement, false designation of origin, unfair competition, and trademark dilution, as appropriate based on the facts as they develop.
(d) Injunctive Relief. Seeking preliminary and permanent injunctive relief to enjoin Brindoval from continued use of the MERIDIAN FRESH mark and any other confusingly similar marks in connection with goods in International Class 3 or related classes.
(e) Settlement Negotiations and Alternative Dispute Resolution. Engaging in settlement negotiations with Brindoval and its counsel and, if applicable, participating in mediation or other forms of alternative dispute resolution on MCB's behalf.
(f) Expert Witnesses and Consultants. Retaining and coordinating with expert witnesses and consultants as needed in connection with the Matter, including but not limited to consumer survey experts, damages experts, and trademark valuation specialists, subject to the cost-approval provisions set forth in Section 5 below.
The trademarks at issue in this engagement, owned by MCB, include the following:
The Firm may also identify and assert rights in additional common-law trademarks, trade dress, or other intellectual property rights of MCB as the engagement progresses, provided such assertion falls within the general scope of enforcing MCB's MERIDIAN brand rights against Brindoval in connection with the Matter.
Scope Limitation. This engagement does not include representation of MCB in any other matter, including but not limited to general corporate, regulatory, tax, employment, or transactional matters, unless separately agreed to in writing by the parties. Any expansion of the scope of this engagement will require a supplemental engagement letter or an amendment to this letter executed by both parties.
Affiliate Limitation. This engagement does not cover representation of Waypoint Capital Partners LLC, any subsidiary or affiliate of MCB, or any other entity related to or controlled by MCB or its equity holders, unless such representation is expressly confirmed in a separate written agreement. The Firm's duties of loyalty and confidentiality under this engagement run solely to MCB as the named Client.
3. Engagement Team and Staffing
The following attorneys will serve as the primary engagement team for the Matter:
Alan Ngo — Responsible Partner, intellectual Property Group. Mr. Ngo has eighteen (18) years of experience in trademark prosecution and litigation, with a particular focus on brand enforcement in the consumer products sector. He will serve as the lead relationship partner, maintain primary responsibility for the overall strategic direction of the engagement, and oversee all aspects of the Firm's work on behalf of MCB. Mr. Ngo will serve as your primary point of contact at the Firm.
Marcus Delgado — Billing Partner, intellectual Property Group. Mr. Delgado leads the Firm's brand enforcement practice and brings extensive experience in complex trademark disputes, including multi-jurisdictional enforcement campaigns and Lanham Act trials. He will provide strategic oversight, senior review of all significant filings and correspondence, and will be available for key client conferences and court appearances as needed.
Christy Bauer — Lead Associate, intellectual Property Group. Ms. Bauer has six (6) years of experience in intellectual property litigation, including TTAB proceedings and federal trademark actions. She will manage the day-to-day litigation activities of the engagement, including drafting pleadings, motions, and discovery requests, managing the discovery process, coordinating with experts, and preparing for trial.
Peter Vassiliev — Working Associate, intellectual Property Group. Mr. Vassiliev has three (3) years of experience and will assist the team with legal research, document review, preparation of memoranda, and drafting of supporting materials as directed by the senior members of the engagement team.
The Firm may, from time to time, assign additional attorneys, paralegals, litigation support specialists, or other professional staff to the Matter as reasonably necessary to ensure efficient and effective representation. The Firm will inform MCB of any material staffing changes, including the addition or departure of any attorney serving in a senior role on the engagement team.
The Firm will use its best efforts to ensure that staffing on the Matter is efficient and cost-effective and to avoid unnecessary duplication of effort among team members. Where appropriate, the Firm will assign tasks to the lowest-cost qualified professional capable of performing such tasks competently.
4. Fees and Billing Rates
The Firm will bill MCB for professional services rendered in connection with the Matter on an hourly basis at the following standard rates, which reflect the Firm's 2022–2023 rate schedule:
The specific billing rates for the named members of the engagement team are as follows:
The Firm reserves the right to adjust its standard billing rates annually, effective each January 1, upon not less than thirty (30) days' prior written notice to the Client. Any adjusted rates will apply to services rendered on or after the effective date of such adjustment and will not be applied retroactively to services already rendered. The Firm will endeavor to keep any annual rate increases consistent with general market adjustments for law firms of comparable size and practice in the New York metropolitan area.
Professional time will be recorded in increments of one-tenth (0.1) of an hour (i.e., six-minute increments). Each timekeeper will maintain contemporaneous time records reflecting the date, description, and duration of services performed.
5. Disbursements and Expenses
In addition to professional fees for legal services, MCB will be responsible for the reimbursement of all reasonable out-of-pocket expenses and disbursements incurred by the Firm in connection with the Matter. Such expenses and disbursements include, but are not limited to, the following:
(a) Court filing fees and service of process fees incurred in the United States District Court for the Southern District of New York or any other court in which proceedings may be filed in connection with the Matter;
(b) TTAB filing fees, including the filing fee for the Notice of Opposition and any other fees assessed by the United States Patent and Trademark Office in connection with the opposition proceeding;
(c) Process service costs, including fees charged by professional process servers or service agents;
(d) Expert witness fees and consulting costs, including retainer fees, hourly fees, report preparation charges, and testimony fees, provided that any individual expert or consultant engagement expected to exceed Twenty-Five Thousand Dollars ($25,000) in total fees will require prior written approval from the Client before such engagement is entered into;
(e) Mediation fees, arbitration fees, and any other costs associated with alternative dispute resolution proceedings;
(f) Travel expenses reasonably incurred in connection with the Matter, including coach-class airfare, reasonable hotel accommodations, and ground transportation;
(g) Photocopying and document reproduction charges, at the Firm's actual cost;
(h) Electronic research database charges, including Westmark Data Systems, Sundial Solutions, and trademark research databases, charged at the Firm's actual cost;
(i) Overnight delivery, courier, and postage charges;
(j) Court reporter fees, deposition transcription costs, and videography charges; and
(k) Any other reasonable out-of-pocket costs directly attributable to the Matter.
With respect to expert witnesses and consultants, the Firm will identify and recommend appropriate experts for engagement by the Client. Expert and consultant engagement agreements will be entered into by C&H on behalf of MCB following prior written authorization from the Client. The Firm will coordinate all communications with retained experts and will manage their work product to ensure consistency with the overall litigation strategy.
6. Billing and Payment Terms
The Firm will issue detailed monthly invoices describing the professional services rendered, disbursements incurred, and expenses advanced during the preceding calendar month. Each invoice will itemize the date of each service, the timekeeper who performed the service, a description of the work performed, the time expended, and the applicable billing rate. Disbursements will be separately itemized.
All invoices will reference Firm Matter No. 1011-00003 and Billing Code 11470-001 and will be directed to Thomas R. Hennessy, General Counsel, at the address set forth above, or to such other billing contact as the Client may designate in writing from time to time.
Payment of each invoice is due within thirty (30) days of the date of such invoice. All payments should be made by wire transfer or check payable to "Calderwood & Harkness LLP" and directed in accordance with the payment instructions that will accompany each invoice.
Past-due balances — that is, any amounts remaining unpaid more than thirty (30) days after the date of the applicable invoice — will accrue interest at the rate of one percent (1.0%) per month (twelve percent (12%) per annum), or the maximum rate permitted by applicable law, whichever is lower, calculated from the date the payment was due until the date payment is received in full.
The Client may request a detailed description or clarification of any billing entry at any time, and the Firm will promptly provide such information. The Firm is committed to transparency in its billing practices and welcomes the opportunity to discuss any questions or concerns regarding fees, staffing, or the overall cost of the engagement.
7. Retainer
No retainer deposit or advance payment is required at the inception of this engagement. The Firm is prepared to commence work immediately upon receipt of the executed engagement letter.
Notwithstanding the foregoing, the Firm reserves the right to request a retainer or advance deposit from the Client if, at any point during the engagement, outstanding invoices remain unpaid for more than sixty (60) days. In such event, the Firm will provide written notice to the Client specifying the amount of the requested retainer, and the parties will discuss the terms of such arrangement in good faith. Any retainer or advance deposit received will be held in the Firm's client trust account and applied against outstanding or future invoices in accordance with the New York Rules of Professional Conduct.
8. Client Responsibilities and Cooperation
The success of this engagement depends in significant part on the active cooperation of MCB and its personnel. MCB agrees to cooperate fully with C&H in connection with the Matter, including by providing timely access to all relevant documents, information, data, and personnel as reasonably requested by the Firm. MCB further agrees to respond promptly to the Firm's requests for information, decisions, and approvals, understanding that delays in client responsiveness may affect the Firm's ability to meet court-imposed or regulatory deadlines.
The following individuals have been designated as the key MCB contacts for this engagement:
Thomas R. Hennessy, General Counsel — Mr. Hennessy will serve as the primary legal contact for the engagement and the authorized representative for all engagement-related decisions, including approval of litigation strategy, settlement authority, and expenditure approvals. All material legal communications from the Firm will be directed to Mr. Hennessy unless otherwise instructed.
Rachel Dominguez, VP, Brand Management — Ms. Dominguez will serve as the primary business contact for brand-related information, including marketing data, product-line details, brand usage history, advertising expenditures, distribution channels, and consumer perception data relevant to the trademark claims.
Sandra Kwan, CEO — Ms. Kwan will be available for strategic-level decisions as needed, including decisions regarding settlement parameters, business impact assessments, and overall corporate direction in connection with the Matter.
MCB will promptly inform C&H of any material developments related to the dispute, including but not limited to any direct communications from Brindoval or its counsel, any changes to MCB's use of its MERIDIAN marks, any third-party claims or challenges to MCB's trademark registrations, or any business developments that may affect the scope or strategy of the engagement.
MCB hereby authorizes C&H to communicate on its behalf with opposing counsel, Halverson McKay & Pruitt LLP (attention: Gregory T. Halverson), and with any relevant courts, tribunals, administrative agencies (including the USPTO and TTAB), and other parties in connection with the Matter. This authorization extends to all written and oral communications reasonably necessary to advance MCB's interests in the dispute.
9. Conflict of Interest Disclosure and Waiver
The Firm has conducted a comprehensive conflicts check in accordance with the New York Rules of Professional Conduct (Rules 1.7, 1.8, and 1.9) and the Firm's internal conflict-clearance procedures.
The Firm confirms that it does not currently represent Brindoval Home Goods Inc., Halverson McKay & Pruitt LLP, or any party adverse to MCB in connection with this Matter. The Firm is not aware of any current engagement that would give rise to a direct conflict of interest with respect to this representation.
Disclosure. C&H has in the past represented entities affiliated with Waypoint Capital Partners LLC, MCB's majority equity holder, on unrelated transactional matters. Those prior representations involved corporate formation, financing, and general commercial matters that are unrelated to the trademark dispute that is the subject of this engagement. The Firm does not believe that such prior representation gives rise to a conflict of interest, actual or potential, in connection with this engagement, and the Firm has not obtained from those prior representations any confidential information that is material to the Matter. MCB acknowledges this disclosure and, by executing this engagement letter, waives any potential conflict of interest arising from the Firm's prior representation of Waypoint-affiliated entities.
If an actual or potential conflict of interest arises at any time during the course of this engagement, the Firm will promptly notify MCB in writing and discuss appropriate steps to address the conflict. Such steps may include, depending on the circumstances, obtaining an informed written waiver from the affected parties, implementing an ethical screen within the Firm, or, if the conflict cannot be adequately resolved, withdrawing from the engagement in accordance with the applicable Rules of Professional Conduct.
10. Confidentiality
All information, documents, data, and communications provided by MCB to C&H in connection with this Matter will be treated as strictly confidential and will be subject to the protections of the attorney-client privilege and/or the work-product doctrine, as applicable under federal and state law.
The Firm will not disclose any confidential information received from MCB to any third party without MCB's prior written consent, except as may be required by law, court order, subpoena, or the Firm's professional obligations under the New York Rules of Professional Conduct. In the event that the Firm receives a request or demand for disclosure of confidential information from a third party, the Firm will, to the extent permitted by law, promptly notify MCB and afford MCB the opportunity to seek a protective order or other appropriate remedy before any disclosure is made.
The Firm will implement reasonable safeguards to protect the confidentiality and security of MCB's information, including maintaining appropriate physical, electronic, and procedural controls consistent with the Firm's information security policies and applicable legal and ethical requirements.
The protections and obligations set forth in this Section 10 shall survive the termination or completion of this engagement.
11. No Guarantee of Outcome
While the Firm will use its best professional efforts and judgment in representing MCB in connection with the Matter, C&H expressly makes no guarantee or warranty regarding the outcome of the Matter, including but not limited to the likelihood of success in the TTAB opposition proceeding, the federal litigation, or any settlement negotiations. The practice of law involves inherent uncertainty, and the outcome of any legal proceeding is subject to factors beyond the control of any attorney or law firm.
The Firm's preliminary assessment of the merits of MCB's claims, as communicated in our prior discussions, is based on the information currently available to the Firm and may evolve as additional facts are developed through discovery, investigation, and further legal research. The Firm will keep MCB informed of any material changes in its assessment of the Matter and will provide candid advice regarding the risks, costs, and benefits of the various courses of action available to MCB at each stage of the engagement.
12. Termination
Either party may terminate this engagement upon thirty (30) days' prior written notice to the other party, subject to the provisions of this Section 12.
MCB may terminate the engagement at any time, for any reason or for no reason, upon written notice to the Firm. The Firm's right to terminate this engagement is subject to its obligations under the applicable Rules of Professional Conduct, including the duty not to withdraw from representation in a manner that would materially prejudice the Client's interests. In the event that the Firm seeks to withdraw from any pending litigation or TTAB proceeding, the Firm will comply with all applicable court rules and procedures, including obtaining any required court or tribunal approval for such withdrawal.
Upon termination of this engagement by either party, MCB will remain responsible for payment of all professional fees and disbursements incurred through the effective date of termination in accordance with the billing and payment terms set forth in this letter. The Firm will issue a final invoice within thirty (30) days of the effective date of termination.
Upon termination, the Firm will promptly return to MCB all original documents, files, and materials belonging to MCB, and will provide MCB with copies of the Firm's work product created in connection with the Matter, to the extent such work product has been paid for by the Client. The Firm will cooperate in an orderly transition of the Matter to successor counsel designated by MCB, including making the engagement team available for reasonable consultation during the transition period.
13. Document Retention
Following the close of the Matter (whether by resolution, judgment, settlement, or termination of the engagement), the Firm will retain copies of the engagement files, including correspondence, pleadings, research memoranda, and work product, for a period of seven (7) years in accordance with the Firm's standard document retention policy.
At the expiration of such seven-year retention period, the Firm may destroy or dispose of the engagement files without further notice to or consent from MCB, unless MCB has, prior to the expiration of the retention period, submitted a written request to the Firm for the return of such files or for the continuation of the Firm's retention beyond the standard period. Any costs associated with extended retention or the return of files at MCB's request will be borne by MCB.
14. Governing Law and Dispute Resolution
This engagement letter shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflict-of-laws principles.
In the event of any dispute, controversy, or claim arising out of or relating to this engagement letter, the Firm's representation of MCB, or the fees or charges billed in connection with the Matter, the parties agree to first attempt to resolve such dispute through good-faith mediation conducted by a mutually agreed-upon mediator in New York, New York. If mediation is unsuccessful or if the parties are unable to agree upon a mediator within thirty (30) days of a written demand for mediation, the dispute shall be resolved through binding arbitration in New York, New York, administered in accordance with the Commercial Arbitration Rules of the American Arbitration Association then in effect. The arbitrator's decision shall be final and binding, and judgment upon the award may be entered in any court of competent jurisdiction. Each party shall bear its own costs and attorneys' fees in connection with any such mediation or arbitration, unless the arbitrator determines otherwise.
15. Entire Agreement and Amendments
This engagement letter, together with the Firm's Standard Terms of Engagement (a copy of which is enclosed herewith and incorporated by reference), constitutes the entire agreement between C&H and MCB with respect to the subject matter hereof and supersedes all prior and contemporaneous oral or written communications, proposals, negotiations, representations, and agreements between the parties relating to the engagement.
No amendment, modification, or supplement to this engagement letter shall be effective unless made in writing and signed by an authorized representative of each party. No waiver of any provision of this engagement letter shall be deemed a waiver of any other provision, nor shall any waiver constitute a continuing waiver.
16. Acceptance and Execution
If the foregoing terms and conditions are acceptable to MCB, please indicate your agreement by signing and dating this letter in the space provided below and returning one fully executed copy to the Firm at the address set forth above, or by email to alan.ngo@calderwoodharkness.com. This engagement letter may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Execution and delivery of this letter by electronic means (including PDF transmitted by email) shall be deemed effective execution and delivery for all purposes.
We are prepared to commence work on the Matter promptly upon receipt of the executed engagement letter. We look forward to working with you and the MCB team, and we are confident that we can achieve a strong result in protecting MCB's valuable trademark rights.
Please do not hesitate to contact Alan Ngo at (212) 558-4127 or alan.ngo@calderwoodharkness.com, or Marcus Delgado at (212) 558-4209 or marcus.delgado@calderwoodharkness.com, with any questions regarding this letter or the engagement.
Very truly yours,
CALDERWOOD & HARKNESS LLP
By: ________
Alan Ngo, Partner Responsible Partner — Intellectual Property Group
By: ________
Marcus Delgado, Partner Billing Partner — Intellectual Property Group
Date: ________
ACKNOWLEDGED AND ACCEPTED
The undersigned, being duly authorized to act on behalf of Meridian Consumer Brands LLC, a Delaware limited liability company, hereby acknowledges receipt of this engagement letter, confirms that the undersigned has read and understands the terms and conditions set forth herein, and agrees to be bound by such terms and conditions on behalf of Meridian Consumer Brands LLC.
MERIDIAN CONSUMER BRANDS LLC a Delaware limited liability company EIN: 83-4027165
By: ________
Name: Thomas R. Hennessy
Title: General Counsel, Meridian Consumer Brands LLC
Date: ________
Address:
450 Park Avenue South, 14th Floor New York, NY 10016
Enclosures:
1.  Calderwood & Harkness LLP — Standard Terms of Engagement (incorporated by reference)
2.  Calderwood & Harkness LLP — Firm Privacy Notice
Registration | Mark | Type | International Class | Registration Date
U.S. Reg. No. 4,218,506 | MERIDIAN | Standard character | IC 3 | August 14, 2012
U.S. Reg. No. 5,034,771 | MERIDIAN CLEAN | Standard character | IC 3 | October 18, 2016
U.S. Reg. No. 5,589,320 | MERIDIAN (stylized logo with wave device) | Design plus words | IC 3 | July 10, 2018
Timekeeper Category | Hourly Rate
Partners | $1,050 per hour
Senior Associates | $725 per hour
Associates | $575 per hour
Paralegals and litigation support specialists | $275 – $375 per hour (at then-current rates)
Timekeeper | Position | Hourly Rate
Alan Ngo | Partner | $1,050/hr
Marcus Delgado | Partner | $1,050/hr
Christy Bauer | Senior Associate | $725/hr
Peter Vassiliev | Associate | $575/hr

CONFIDENTIAL — ATTORNEY-CLIENT COMMUNICATION

CALDERWOOD & HARKNESS LLP

ACKNOWLEDGED AND ACCEPTED

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