letter-to-calloway-rolling-production.docx

1016-00009 · Dunmore Energy Holdings · Subpoena Response & DOJ Correspondence

letter-to-calloway-rolling-production.docx DOCUMENT Litigation

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CALDERWOOD & HARKNESS LLP 1750 Pennsylvania Avenue NW, Suite 800 Washington, DC 20006 Telephone: (202) 555-4100 Facsimile: (202) 555-4101 www.calderwoodharkness.com

July 10, 2022

VIA HAND DELIVERY AND EMAIL

Meredith Calloway, Esq. Assistant United States Attorney National Security Division Counterintelligence and Export Control Section U.S. Department of Justice 950 Pennsylvania Avenue NW Washington, D.C. 20530

Re: *United States v. Grand Jury Investigation No. 22-418* — Dunmore Energy Holdings Ltd.; Agreement on Rolling Document Production Protocol

Matter No.: 1016-00009

Dear AUSA Calloway:

We write on behalf of our client, Dunmore Energy Holdings Ltd. ("Dunmore" or "DEH"), a Cayman Islands exempted company with limited liability, with its registered office at Harbour Place, 4th Floor, 103 South Church Street, George Town, Grand Cayman KY1-1002, to memorialize and confirm the agreement reached between Calderwood & Harkness LLP, as counsel for Dunmore, and the U.S. Department of Justice, National Security Division, Counterintelligence and Export Control Section (the "Government" or "DOJ"), regarding a rolling document production protocol in response to grand jury subpoena GJ No. 22-418. This agreement was reached through a series of substantive discussions between counsel, including an in-person meeting at the Department of Justice on June 14, 2022, and subsequent telephonic conferences held on June 23, 2022, June 30, 2022, and July 7, 2022. We understand and confirm that the terms set forth in this letter supersede the original return date of May 19, 2022, as previously extended to July 19, 2022 pursuant to the Government's letter dated April 28, 2022, granting Dunmore's request for an extension of time to respond to the subpoena.

This letter sets forth our mutual understanding of the agreed-upon protocol in detail. We respectfully request that you countersign a copy of this letter to confirm the Government's agreement, as described more fully in Section 8 below.

1. Background — The Subpoena

Grand jury subpoena GJ No. 22-418 was issued on April 19, 2022, by the U.S. District Court for the District of Columbia, Grand Jury 22-2. The subpoena was served on Dunmore Energy Holdings Ltd. via its registered agent, Ashgrove Services Inc., located at 1999 Bryan Street, Suite 900, Houston, Texas 77002. The subpoena is directed to Dunmore and its subsidiaries, affiliates, and related entities, and originally required a return date of May 19, 2022.

On April 25, 2022, Calderwood & Harkness submitted a written request to AUSA Calloway seeking an extension of the return date, citing the extraordinary breadth of the subpoena, the cross-jurisdictional nature of the document collection, and the need to engage an e-discovery vendor to manage the anticipated volume of responsive materials. On April 28, 2022, AUSA Calloway granted Dunmore's request and extended the return date to July 19, 2022, subject to the condition that Dunmore proceed diligently with document collection and preservation efforts during the extension period. We appreciate the Government's accommodation in that regard.

The scope of the subpoena calls for all documents from January 1, 2019, to the present related to the following subjects:

(a) Petronova Trading FZE, a free zone establishment organized under the laws of the United Arab Emirates;

(b) Volkhov Industrial Group JSC, a joint-stock company organized under the laws of the Russian Federation;

(d) Caspian Logistik GmbH, a limited liability company organized under the laws of the Federal Republic of Germany;

(e) Any and all transactions involving Russian-origin crude oil or refined petroleum products, including but not limited to the purchase, sale, brokering, transportation, financing, or insurance of such commodities; and

(f) Any and all exports or re-exports of oilfield equipment, components, technology, or services to Russia, Belarus, or any entity appearing on the U.S. Department of the Treasury, Office of Foreign Assets Control ("OFAC") Specially Designated Nationals and blocked Persons List ("SDN List"), the U.S. Department of Commerce, Bureau of Industry and Security ("BIS") Entity List, or the Denied Persons List.

The breadth and scope of the subpoena necessitate a comprehensive, multi-jurisdictional document collection effort of substantial magnitude. Responsive documents are being collected across six jurisdictions — the Cayman Islands, the United Arab Emirates, the United States, Germany, Nigeria, and the United Kingdom — from multiple Dunmore entities, including but not limited to:

• Dunmore Trading International Ltd., a company licensed and operating in the Dubai International Financial Centre (DIFC License No. CL-4827), with offices in Dubai, UAE;

• Dunmore upstream Americas LLC, a limited liability company organized under the laws of the State of Delaware with its principal place of business in Houston, Texas (EIN 84-2937561);

• Dunmore Renewables GmbH, a limited liability company organized under the laws of the Federal Republic of Germany, with offices in Hamburg, Germany; and

• Dunmore Exploration West Africa Ltd., a company incorporated under the laws of the Federal Republic of Nigeria, with offices in Lagos, Nigeria.

In addition, Calderwood & Harkness has retained Nexagen Analytics Inc., a nationally recognized e-discovery and forensic data management firm based in New York, New York, to process, host, and conduct technology-assisted review ("TAR") of the documents collected in connection with the subpoena. Nexagen has assigned Project No. NX-DEH-2204 to this engagement and has designated Mr. Brian Cavanaugh as the project manager responsible for overseeing all aspects of data ingestion, processing, de-duplication, and the application of TAR workflows under the supervision and direction of Calderwood & Harkness attorneys.

Based on preliminary assessments conducted by Nexagen in consultation with counsel, the document universe to be collected and processed in connection with this matter is expected to exceed two million (2,000,000) documents, spanning numerous custodians and data sources across the jurisdictions identified above. These sources include, among others, email archives (including Strathmore Data Systems, Crestline Software, and locally archived PST files), shared network drives, cloud-based document repositories, financial and accounting systems, enterprise resource planning platforms, and physical paper files maintained at certain overseas offices. The collection effort is further complicated by the need to navigate local data privacy and blocking statute requirements in several of the relevant jurisdictions, including the General Data Protection Regulation (EU) 2016/679 ("GDPR") as applicable in Germany, and data protection regulations in the UAE and Nigeria.

2. Agreement on Rolling Production Protocol

In light of the extraordinary volume and complexity of the document collection, processing, and review effort described above, the parties have agreed that Dunmore will produce responsive, non-privileged documents to the Government on a rolling basis, in lieu of a single, comprehensive production on the extended return date of July 19, 2022. Both parties recognize that a rolling production protocol will facilitate the Government's ability to review and analyze responsive documents on an ongoing basis, while permitting Dunmore and its counsel to conduct a thorough and responsible review of the collected materials for responsiveness, privilege, and any other applicable protections.

The rolling production schedule shall consist of at least two (2) substantial tranches, as follows:

First Production: On or before November 1, 2022, Dunmore will make its first substantial production of responsive, non-privileged documents to the Government. This initial production is expected to include documents collected from the United States-based custodians and data sources, as well as such other documents as may have been fully processed and reviewed by that date.

Second Production: On or before January 31, 2023, Dunmore will make its second substantial production of responsive, non-privileged documents to the Government. This second production is expected to include documents collected from international custodians and data sources, as well as any remaining documents from domestic sources not included in the first production.

Additional productions may follow if further responsive documents are identified during the ongoing review process, including documents located in supplemental data sources, documents identified through iterative TAR training cycles, or documents obtained from custodians not initially within the scope of the collection. Dunmore will use reasonable efforts to complete its production of all responsive, non-privileged documents as expeditiously as practicable.

Dunmore expressly reserves the right to supplement any production and to correct any inadvertent production errors, subject to applicable rules of procedure and evidence and the clawback provisions set forth in Section 5 of this letter.

The Government agrees that Dunmore's compliance with this rolling production protocol shall constitute timely compliance with grand jury subpoena GJ No. 22-418. The Government further agrees that it will not seek to enforce the original return date of May 19, 2022, or the extended return date of July 19, 2022, so long as Dunmore proceeds in good faith with document collection, review, and production on the schedule agreed upon herein. Should either party determine that the agreed-upon schedule requires modification due to unforeseen circumstances, the parties agree to confer promptly and in good faith to establish a revised schedule.

3. Bates-Stamping Protocol

All documents produced by Dunmore to the Government pursuant to this rolling production protocol will bear a unique Bates stamp using the prefix "DEH-DOJ-" followed by a sequential six-digit number. By way of example, the first page of the first document produced will be stamped DEH-DOJ-000001, and numbering will continue sequentially thereafter.

Bates numbering will be sequential and continuous across all productions. That is, the second tranche of production will continue from the last Bates number assigned in the first tranche, and so on for any subsequent productions, so as to ensure that no duplicate Bates numbers are assigned and that the complete production can be tracked as a unified, sequentially numbered set.

Documents will be produced in their native format where practicable and where native production is appropriate given the document type (e.g., spreadsheets, databases, and other structured data). Where native production is not practicable or appropriate, documents will be produced as single-page TIFF images accompanied by corresponding load files (in standard Concordance or Relativity format), extracted or OCR text files, and all available metadata fields. The production format is intended to be compatible with standard litigation review platforms, including Relativity, and Dunmore will work with the Government to ensure that load files and production media are compatible with the Government's review platform.

Dunmore will provide a production cover letter with each tranche of production. Each cover letter will identify, at a minimum, the following: (i) the Bates range of documents included in that production (beginning and ending Bates numbers); (ii) the total number of documents and total number of pages produced in that tranche; (iii) a list of the custodians whose documents are represented in that production; and (iv) any relevant notes regarding the production, including any known issues with particular files, custodians, or data sources.

4. Privilege Withholdings and Privilege Log

Dunmore will withhold from production any documents protected by the attorney-client privilege and/or the work product doctrine, as applicable under governing law. Dunmore reserves all rights with respect to the assertion of privilege and work product protection, and nothing in this letter shall be construed as a waiver of any applicable privilege or protection.

A detailed privilege log will accompany each production tranche. For each document withheld on the basis of privilege or work product protection, the privilege log will identify the following information:

(a) The Bates number assigned to the withheld document, or, for multi-page documents, the Bates range;

(b) The date of the document;

(d) The recipient(s) and, where applicable, any individuals copied on the communication;

(e) A general description of the subject matter of the document, stated at a level of generality sufficient to identify the nature of the communication without disclosing privileged content; and

(f) The specific privilege(s) or protection(s) asserted as the basis for withholding the document (e.g., attorney-client privilege, attorney work product — fact, attorney work product — opinion, or joint defense / common interest).

Dunmore anticipates that the total number of privilege withholdings will be identified progressively as the TAR review proceeds, and the privilege log will be supplemented with each production tranche as additional privilege determinations are made. To the extent that the Government has questions regarding any specific privilege log entry, the parties agree to confer in good faith to resolve any such questions before resorting to judicial intervention.

The privilege log will be provided in Microsoft Excel spreadsheet format to facilitate the Government's review and tracking of privilege assertions across multiple productions.

5. Clawback and Inadvertent Production

The parties agree to the following clawback protocol, which is intended to be consistent with, and enforceable pursuant to, Federal Rule of Evidence 502(d):

If Dunmore inadvertently produces to the Government any document or communication that is protected by the attorney-client privilege, the work product doctrine, or any other applicable privilege or protection, Dunmore may promptly notify the Government in writing (including by email) that the document was produced inadvertently and request the return or destruction of the document and all copies thereof. Such inadvertent production shall not constitute a waiver of the applicable privilege or protection, regardless of the circumstances of the production, including whether the production resulted from the failure to conduct a pre-production privilege review of the particular document or the failure of Dunmore's TAR or review workflows to identify the document as privileged.

Upon receipt of a clawback notice from Dunmore, the Government agrees that it will:

(a) Promptly sequester the identified document(s) and segregate them from the remainder of the production;

(b) Not review, use, quote, reference, or disclose the identified document(s) in any proceeding, submission, or communication pending resolution of any dispute regarding the privilege claim; and

(c) Return or destroy all copies of the identified document(s) — including any copies that may have been provided to agents, analysts, or other Government personnel — upon Dunmore's request, unless the Government contests the privilege claim as set forth below.

In the event that the Government contests a privilege claim asserted in connection with a clawback notice, Dunmore will provide the factual and legal basis for the privilege claim for the clawed-back document within fourteen (14) business days of the date of the initial clawback notice. The parties will thereafter confer in good faith to attempt to resolve the dispute. If the dispute cannot be resolved by agreement, either party may seek a ruling from the U.S. District Court for the District of Columbia.

The parties further agree that they will seek a Federal Rule of Evidence 502(d) order from the U.S. District Court for the District of Columbia to memorialize and give judicial effect to this clawback protocol if either party deems such an order necessary or advisable at any time during the course of the rolling production. Both parties acknowledge that a Rule 502(d) order, once entered, would provide binding protection against third-party waiver claims and would further safeguard the interests of both Dunmore and the Government in ensuring the integrity of the privilege review process.

6. Cooperation and Continuing Obligations

Dunmore reaffirms its commitment to full cooperation with the Government's investigation, consistent with the representations and undertakings communicated in Calderwood & Harkness's initial proffer to AUSA Calloway, which is being delivered to the Government on or about July 15, 2022, contemporaneously with this letter. Dunmore understands the seriousness of the matters under investigation and is committed to responding to the Government's inquiries in a thorough and timely manner.

In furtherance of this commitment, Dunmore will continue to preserve all documents and electronically stored information ("ESI") responsive to grand jury subpoena GJ No. 22-418. Since April 20, 2022, one day after the issuance of the subpoena, Dunmore has issued and maintained litigation hold notices to all identified custodians and relevant departments across all of its global entities, including Dunmore Energy Holdings Ltd. (Cayman Islands), Dunmore Trading International Ltd. (Dubai), Dunmore upstream Americas LLC (Houston), Dunmore Renewables GmbH (Hamburg), and Dunmore Exploration West Africa Ltd. (Lagos). Dunmore will continue to enforce these litigation hold notices and will take all reasonable steps to ensure the ongoing preservation of responsive documents and data.

Should Dunmore identify any additional data sources, custodians, or categories of potentially responsive documents not previously anticipated or identified during the initial collection effort, Dunmore will promptly notify the Government of such discoveries and will take appropriate steps to collect and review the additional materials on a schedule consistent with the rolling production protocol.

Calderwood & Harkness is available to meet with the Government at mutually convenient times to discuss any issues arising from the productions, including but not limited to technical or formatting issues with produced materials, questions regarding the scope of the collection, and any Government requests for prioritization of particular categories of documents, specific custodians, or defined time periods within the broader scope of the subpoena. We welcome the opportunity to work collaboratively with the Government to ensure that the production process is as efficient and productive as possible for all parties.

7. Contact Information

All productions of documents and all correspondence related to the rolling production protocol set forth in this letter should be directed to the following individuals:

For the Government:

Samuel Kovacs, Esq. Trial Attorney Counterintelligence and Export Control Section U.S. Department of Justice, National Security Division 950 Pennsylvania Avenue NW Washington, D.C. 20530

Diana Pressman, Esq. Trial Attorney Counterintelligence and Export Control Section U.S. Department of Justice, National Security Division 950 Pennsylvania Avenue NW Washington, D.C. 20530

For Dunmore Energy Holdings Ltd.:

Victoria Chambers, Esq. Partner Calderwood & Harkness LLP 1750 Pennsylvania Avenue NW, Suite 800 Washington, DC 20006 Telephone: (202) 555-4100

Email: vchambers@calderwoodharkness.com

With copies to:

Howard Quinn, Esq. Partner Calderwood & Harkness LLP 450 Lexington Avenue, 38th Floor New York, NY 10017 Telephone: (212) 555-7200

Email: hquinn@calderwoodharkness.com

Jasmine Thornton, Esq. Senior Associate Calderwood & Harkness LLP 1750 Pennsylvania Avenue NW, Suite 800 Washington, DC 20006 Telephone: (202) 555-4115

Email: jthornton@calderwoodharkness.com

8. Confirmation Request

We respectfully request that you countersign a copy of this letter and return it to the undersigned at your earliest convenience to confirm the Government's agreement to the terms and protocol set forth herein. Alternatively, if a countersigned letter is not practicable, we would accept confirmation of the Government's agreement by return correspondence on Department of Justice letterhead or by email from AUSA Calloway to the undersigned.

If any term, condition, or representation set forth in this letter does not accurately reflect the parties' understanding as discussed during our June and July 2022 conferences, we ask that you contact Victoria Chambers promptly so that any discrepancies may be identified and resolved before the parties proceed under the protocol described herein.

We wish to express our sincere appreciation to you, Mr. Kovacs, and Ms. Pressman for the Government's professionalism, candor, and willingness to accommodate a rolling production schedule in light of the extraordinary scale and cross-jurisdictional complexity of the document collection and review effort necessitated by the subpoena. We believe that the protocol set forth in this letter will serve the interests of both the Government and Dunmore by facilitating the orderly and efficient production of responsive materials, and we look forward to working cooperatively with the Government throughout this process.

Very truly yours,

CALDERWOOD & HARKNESS LLP

By: ________

Victoria Chambers Partner 1750 Pennsylvania Avenue NW, Suite 800 Washington, DC 20006 Telephone: (202) 555-4100

Email: vchambers@calderwoodharkness.com

AGREED AND ACCEPTED:

________________________________________

Meredith Calloway Assistant United States Attorney National Security Division Counterintelligence and Export Control Section U.S. Department of Justice

Date: ________

cc (via email):

Samuel Kovacs, Esq., Trial Attorney, Counterintelligence and Export Control Section, DOJ National Security Division Diana Pressman, Esq., Trial Attorney, Counterintelligence and Export Control Section, DOJ National Security Division Howard Quinn, Esq., Calderwood & Harkness LLP (New York) Jasmine Thornton, Esq., Calderwood & Harkness LLP (Washington, D.C.)

CALDERWOOD & HARKNESS LLP 1750 Pennsylvania Avenue NW, Suite 800 Washington, DC 20006 Telephone: (202) 555-4100 Facsimile: (202) 555-4101 www.calderwoodharkness.com
July 10, 2022
VIA HAND DELIVERY AND EMAIL
Meredith Calloway, Esq. Assistant United States Attorney National Security Division Counterintelligence and Export Control Section U.S. Department of Justice 950 Pennsylvania Avenue NW Washington, D.C. 20530
Re: *United States v. Grand Jury Investigation No. 22-418* — Dunmore Energy Holdings Ltd.; Agreement on Rolling Document Production Protocol
Matter No.: 1016-00009
Dear AUSA Calloway:
We write on behalf of our client, Dunmore Energy Holdings Ltd. ("Dunmore" or "DEH"), a Cayman Islands exempted company with limited liability, with its registered office at Harbour Place, 4th Floor, 103 South Church Street, George Town, Grand Cayman KY1-1002, to memorialize and confirm the agreement reached between Calderwood & Harkness LLP, as counsel for Dunmore, and the U.S. Department of Justice, National Security Division, Counterintelligence and Export Control Section (the "Government" or "DOJ"), regarding a rolling document production protocol in response to grand jury subpoena GJ No. 22-418. This agreement was reached through a series of substantive discussions between counsel, including an in-person meeting at the Department of Justice on June 14, 2022, and subsequent telephonic conferences held on June 23, 2022, June 30, 2022, and July 7, 2022. We understand and confirm that the terms set forth in this letter supersede the original return date of May 19, 2022, as previously extended to July 19, 2022 pursuant to the Government's letter dated April 28, 2022, granting Dunmore's request for an extension of time to respond to the subpoena.
This letter sets forth our mutual understanding of the agreed-upon protocol in detail. We respectfully request that you countersign a copy of this letter to confirm the Government's agreement, as described more fully in Section 8 below.
1. Background — The Subpoena
Grand jury subpoena GJ No. 22-418 was issued on April 19, 2022, by the U.S. District Court for the District of Columbia, Grand Jury 22-2. The subpoena was served on Dunmore Energy Holdings Ltd. via its registered agent, Ashgrove Services Inc., located at 1999 Bryan Street, Suite 900, Houston, Texas 77002. The subpoena is directed to Dunmore and its subsidiaries, affiliates, and related entities, and originally required a return date of May 19, 2022.
On April 25, 2022, Calderwood & Harkness submitted a written request to AUSA Calloway seeking an extension of the return date, citing the extraordinary breadth of the subpoena, the cross-jurisdictional nature of the document collection, and the need to engage an e-discovery vendor to manage the anticipated volume of responsive materials. On April 28, 2022, AUSA Calloway granted Dunmore's request and extended the return date to July 19, 2022, subject to the condition that Dunmore proceed diligently with document collection and preservation efforts during the extension period. We appreciate the Government's accommodation in that regard.
The scope of the subpoena calls for all documents from January 1, 2019, to the present related to the following subjects:
(a) Petronova Trading FZE, a free zone establishment organized under the laws of the United Arab Emirates;
(b) Volkhov Industrial Group JSC, a joint-stock company organized under the laws of the Russian Federation;
(c) Zenith Petroleum DMCC, a company registered with the Dubai Multi Commodities Centre;
(d) Caspian Logistik GmbH, a limited liability company organized under the laws of the Federal Republic of Germany;
(e) Any and all transactions involving Russian-origin crude oil or refined petroleum products, including but not limited to the purchase, sale, brokering, transportation, financing, or insurance of such commodities; and
(f) Any and all exports or re-exports of oilfield equipment, components, technology, or services to Russia, Belarus, or any entity appearing on the U.S. Department of the Treasury, Office of Foreign Assets Control ("OFAC") Specially Designated Nationals and blocked Persons List ("SDN List"), the U.S. Department of Commerce, Bureau of Industry and Security ("BIS") Entity List, or the Denied Persons List.
The breadth and scope of the subpoena necessitate a comprehensive, multi-jurisdictional document collection effort of substantial magnitude. Responsive documents are being collected across six jurisdictions — the Cayman Islands, the United Arab Emirates, the United States, Germany, Nigeria, and the United Kingdom — from multiple Dunmore entities, including but not limited to:
•  Dunmore Trading International Ltd., a company licensed and operating in the Dubai International Financial Centre (DIFC License No. CL-4827), with offices in Dubai, UAE;
•  Dunmore upstream Americas LLC, a limited liability company organized under the laws of the State of Delaware with its principal place of business in Houston, Texas (EIN 84-2937561);
•  Dunmore Renewables GmbH, a limited liability company organized under the laws of the Federal Republic of Germany, with offices in Hamburg, Germany; and
•  Dunmore Exploration West Africa Ltd., a company incorporated under the laws of the Federal Republic of Nigeria, with offices in Lagos, Nigeria.
In addition, Calderwood & Harkness has retained Nexagen Analytics Inc., a nationally recognized e-discovery and forensic data management firm based in New York, New York, to process, host, and conduct technology-assisted review ("TAR") of the documents collected in connection with the subpoena. Nexagen has assigned Project No. NX-DEH-2204 to this engagement and has designated Mr. Brian Cavanaugh as the project manager responsible for overseeing all aspects of data ingestion, processing, de-duplication, and the application of TAR workflows under the supervision and direction of Calderwood & Harkness attorneys.
Based on preliminary assessments conducted by Nexagen in consultation with counsel, the document universe to be collected and processed in connection with this matter is expected to exceed two million (2,000,000) documents, spanning numerous custodians and data sources across the jurisdictions identified above. These sources include, among others, email archives (including Strathmore Data Systems, Crestline Software, and locally archived PST files), shared network drives, cloud-based document repositories, financial and accounting systems, enterprise resource planning platforms, and physical paper files maintained at certain overseas offices. The collection effort is further complicated by the need to navigate local data privacy and blocking statute requirements in several of the relevant jurisdictions, including the General Data Protection Regulation (EU) 2016/679 ("GDPR") as applicable in Germany, and data protection regulations in the UAE and Nigeria.
2. Agreement on Rolling Production Protocol
In light of the extraordinary volume and complexity of the document collection, processing, and review effort described above, the parties have agreed that Dunmore will produce responsive, non-privileged documents to the Government on a rolling basis, in lieu of a single, comprehensive production on the extended return date of July 19, 2022. Both parties recognize that a rolling production protocol will facilitate the Government's ability to review and analyze responsive documents on an ongoing basis, while permitting Dunmore and its counsel to conduct a thorough and responsible review of the collected materials for responsiveness, privilege, and any other applicable protections.
The rolling production schedule shall consist of at least two (2) substantial tranches, as follows:
First Production: On or before November 1, 2022, Dunmore will make its first substantial production of responsive, non-privileged documents to the Government. This initial production is expected to include documents collected from the United States-based custodians and data sources, as well as such other documents as may have been fully processed and reviewed by that date.
Second Production: On or before January 31, 2023, Dunmore will make its second substantial production of responsive, non-privileged documents to the Government. This second production is expected to include documents collected from international custodians and data sources, as well as any remaining documents from domestic sources not included in the first production.
Additional productions may follow if further responsive documents are identified during the ongoing review process, including documents located in supplemental data sources, documents identified through iterative TAR training cycles, or documents obtained from custodians not initially within the scope of the collection. Dunmore will use reasonable efforts to complete its production of all responsive, non-privileged documents as expeditiously as practicable.
Dunmore expressly reserves the right to supplement any production and to correct any inadvertent production errors, subject to applicable rules of procedure and evidence and the clawback provisions set forth in Section 5 of this letter.
The Government agrees that Dunmore's compliance with this rolling production protocol shall constitute timely compliance with grand jury subpoena GJ No. 22-418. The Government further agrees that it will not seek to enforce the original return date of May 19, 2022, or the extended return date of July 19, 2022, so long as Dunmore proceeds in good faith with document collection, review, and production on the schedule agreed upon herein. Should either party determine that the agreed-upon schedule requires modification due to unforeseen circumstances, the parties agree to confer promptly and in good faith to establish a revised schedule.
3. Bates-Stamping Protocol
All documents produced by Dunmore to the Government pursuant to this rolling production protocol will bear a unique Bates stamp using the prefix "DEH-DOJ-" followed by a sequential six-digit number. By way of example, the first page of the first document produced will be stamped DEH-DOJ-000001, and numbering will continue sequentially thereafter.
Bates numbering will be sequential and continuous across all productions. That is, the second tranche of production will continue from the last Bates number assigned in the first tranche, and so on for any subsequent productions, so as to ensure that no duplicate Bates numbers are assigned and that the complete production can be tracked as a unified, sequentially numbered set.
Documents will be produced in their native format where practicable and where native production is appropriate given the document type (e.g., spreadsheets, databases, and other structured data). Where native production is not practicable or appropriate, documents will be produced as single-page TIFF images accompanied by corresponding load files (in standard Concordance or Relativity format), extracted or OCR text files, and all available metadata fields. The production format is intended to be compatible with standard litigation review platforms, including Relativity, and Dunmore will work with the Government to ensure that load files and production media are compatible with the Government's review platform.
Dunmore will provide a production cover letter with each tranche of production. Each cover letter will identify, at a minimum, the following: (i) the Bates range of documents included in that production (beginning and ending Bates numbers); (ii) the total number of documents and total number of pages produced in that tranche; (iii) a list of the custodians whose documents are represented in that production; and (iv) any relevant notes regarding the production, including any known issues with particular files, custodians, or data sources.
4. Privilege Withholdings and Privilege Log
Dunmore will withhold from production any documents protected by the attorney-client privilege and/or the work product doctrine, as applicable under governing law. Dunmore reserves all rights with respect to the assertion of privilege and work product protection, and nothing in this letter shall be construed as a waiver of any applicable privilege or protection.
A detailed privilege log will accompany each production tranche. For each document withheld on the basis of privilege or work product protection, the privilege log will identify the following information:
(a) The Bates number assigned to the withheld document, or, for multi-page documents, the Bates range;
(b) The date of the document;
(c) The author or sender of the document;
(d) The recipient(s) and, where applicable, any individuals copied on the communication;
(e) A general description of the subject matter of the document, stated at a level of generality sufficient to identify the nature of the communication without disclosing privileged content; and
(f) The specific privilege(s) or protection(s) asserted as the basis for withholding the document (e.g., attorney-client privilege, attorney work product — fact, attorney work product — opinion, or joint defense / common interest).
Dunmore anticipates that the total number of privilege withholdings will be identified progressively as the TAR review proceeds, and the privilege log will be supplemented with each production tranche as additional privilege determinations are made. To the extent that the Government has questions regarding any specific privilege log entry, the parties agree to confer in good faith to resolve any such questions before resorting to judicial intervention.
The privilege log will be provided in Microsoft Excel spreadsheet format to facilitate the Government's review and tracking of privilege assertions across multiple productions.
5. Clawback and Inadvertent Production
The parties agree to the following clawback protocol, which is intended to be consistent with, and enforceable pursuant to, Federal Rule of Evidence 502(d):
If Dunmore inadvertently produces to the Government any document or communication that is protected by the attorney-client privilege, the work product doctrine, or any other applicable privilege or protection, Dunmore may promptly notify the Government in writing (including by email) that the document was produced inadvertently and request the return or destruction of the document and all copies thereof. Such inadvertent production shall not constitute a waiver of the applicable privilege or protection, regardless of the circumstances of the production, including whether the production resulted from the failure to conduct a pre-production privilege review of the particular document or the failure of Dunmore's TAR or review workflows to identify the document as privileged.
Upon receipt of a clawback notice from Dunmore, the Government agrees that it will:
(a) Promptly sequester the identified document(s) and segregate them from the remainder of the production;
(b) Not review, use, quote, reference, or disclose the identified document(s) in any proceeding, submission, or communication pending resolution of any dispute regarding the privilege claim; and
(c) Return or destroy all copies of the identified document(s) — including any copies that may have been provided to agents, analysts, or other Government personnel — upon Dunmore's request, unless the Government contests the privilege claim as set forth below.
In the event that the Government contests a privilege claim asserted in connection with a clawback notice, Dunmore will provide the factual and legal basis for the privilege claim for the clawed-back document within fourteen (14) business days of the date of the initial clawback notice. The parties will thereafter confer in good faith to attempt to resolve the dispute. If the dispute cannot be resolved by agreement, either party may seek a ruling from the U.S. District Court for the District of Columbia.
The parties further agree that they will seek a Federal Rule of Evidence 502(d) order from the U.S. District Court for the District of Columbia to memorialize and give judicial effect to this clawback protocol if either party deems such an order necessary or advisable at any time during the course of the rolling production. Both parties acknowledge that a Rule 502(d) order, once entered, would provide binding protection against third-party waiver claims and would further safeguard the interests of both Dunmore and the Government in ensuring the integrity of the privilege review process.
6. Cooperation and Continuing Obligations
Dunmore reaffirms its commitment to full cooperation with the Government's investigation, consistent with the representations and undertakings communicated in Calderwood & Harkness's initial proffer to AUSA Calloway, which is being delivered to the Government on or about July 15, 2022, contemporaneously with this letter. Dunmore understands the seriousness of the matters under investigation and is committed to responding to the Government's inquiries in a thorough and timely manner.
In furtherance of this commitment, Dunmore will continue to preserve all documents and electronically stored information ("ESI") responsive to grand jury subpoena GJ No. 22-418. Since April 20, 2022, one day after the issuance of the subpoena, Dunmore has issued and maintained litigation hold notices to all identified custodians and relevant departments across all of its global entities, including Dunmore Energy Holdings Ltd. (Cayman Islands), Dunmore Trading International Ltd. (Dubai), Dunmore upstream Americas LLC (Houston), Dunmore Renewables GmbH (Hamburg), and Dunmore Exploration West Africa Ltd. (Lagos). Dunmore will continue to enforce these litigation hold notices and will take all reasonable steps to ensure the ongoing preservation of responsive documents and data.
Should Dunmore identify any additional data sources, custodians, or categories of potentially responsive documents not previously anticipated or identified during the initial collection effort, Dunmore will promptly notify the Government of such discoveries and will take appropriate steps to collect and review the additional materials on a schedule consistent with the rolling production protocol.
Calderwood & Harkness is available to meet with the Government at mutually convenient times to discuss any issues arising from the productions, including but not limited to technical or formatting issues with produced materials, questions regarding the scope of the collection, and any Government requests for prioritization of particular categories of documents, specific custodians, or defined time periods within the broader scope of the subpoena. We welcome the opportunity to work collaboratively with the Government to ensure that the production process is as efficient and productive as possible for all parties.
7. Contact Information
All productions of documents and all correspondence related to the rolling production protocol set forth in this letter should be directed to the following individuals:
For the Government:
Meredith Calloway, Esq. Assistant United States Attorney National Security Division Counterintelligence and Export Control Section U.S. Department of Justice 950 Pennsylvania Avenue NW Washington, D.C. 20530
Samuel Kovacs, Esq. Trial Attorney Counterintelligence and Export Control Section U.S. Department of Justice, National Security Division 950 Pennsylvania Avenue NW Washington, D.C. 20530
Diana Pressman, Esq. Trial Attorney Counterintelligence and Export Control Section U.S. Department of Justice, National Security Division 950 Pennsylvania Avenue NW Washington, D.C. 20530
For Dunmore Energy Holdings Ltd.:
Victoria Chambers, Esq. Partner Calderwood & Harkness LLP 1750 Pennsylvania Avenue NW, Suite 800 Washington, DC 20006 Telephone: (202) 555-4100
Email: vchambers@calderwoodharkness.com
With copies to:
Howard Quinn, Esq. Partner Calderwood & Harkness LLP 450 Lexington Avenue, 38th Floor New York, NY 10017 Telephone: (212) 555-7200
Email: hquinn@calderwoodharkness.com
Jasmine Thornton, Esq. Senior Associate Calderwood & Harkness LLP 1750 Pennsylvania Avenue NW, Suite 800 Washington, DC 20006 Telephone: (202) 555-4115
Email: jthornton@calderwoodharkness.com
8. Confirmation Request
We respectfully request that you countersign a copy of this letter and return it to the undersigned at your earliest convenience to confirm the Government's agreement to the terms and protocol set forth herein. Alternatively, if a countersigned letter is not practicable, we would accept confirmation of the Government's agreement by return correspondence on Department of Justice letterhead or by email from AUSA Calloway to the undersigned.
If any term, condition, or representation set forth in this letter does not accurately reflect the parties' understanding as discussed during our June and July 2022 conferences, we ask that you contact Victoria Chambers promptly so that any discrepancies may be identified and resolved before the parties proceed under the protocol described herein.
We wish to express our sincere appreciation to you, Mr. Kovacs, and Ms. Pressman for the Government's professionalism, candor, and willingness to accommodate a rolling production schedule in light of the extraordinary scale and cross-jurisdictional complexity of the document collection and review effort necessitated by the subpoena. We believe that the protocol set forth in this letter will serve the interests of both the Government and Dunmore by facilitating the orderly and efficient production of responsive materials, and we look forward to working cooperatively with the Government throughout this process.
Very truly yours,
CALDERWOOD & HARKNESS LLP
By: ________
Victoria Chambers Partner 1750 Pennsylvania Avenue NW, Suite 800 Washington, DC 20006 Telephone: (202) 555-4100
Email: vchambers@calderwoodharkness.com
AGREED AND ACCEPTED:
________________________________________
Meredith Calloway Assistant United States Attorney National Security Division Counterintelligence and Export Control Section U.S. Department of Justice
Date: ________
cc (via email):
Samuel Kovacs, Esq., Trial Attorney, Counterintelligence and Export Control Section, DOJ National Security Division Diana Pressman, Esq., Trial Attorney, Counterintelligence and Export Control Section, DOJ National Security Division Howard Quinn, Esq., Calderwood & Harkness LLP (New York) Jasmine Thornton, Esq., Calderwood & Harkness LLP (Washington, D.C.)

VIA HAND DELIVERY AND EMAIL

CALDERWOOD & HARKNESS LLP

AGREED AND ACCEPTED:

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