AURELIUS MEDIA AMERICAS INC.
LITIGATION HOLD ACKNOWLEDGMENT
(Template Prepared by Calderwood & Harkness LLP)
PRIVILEGED & CONFIDENTIAL — ATTORNEY-CLIENT COMMUNICATION
ACKNOWLEDGMENT
I, _________ [Name], acknowledge that I have received and read the Litigation Hold Notice dated November 2, 2022, issued by the Legal & Compliance Department of Aurelius Media Americas Inc. ("AMA" or the "Company") in connection with the following matters:
(a) Fuentes v. Aurelius Media Americas Inc., Superior Court of the State of California, County of Los Angeles, Case No. 22STCV38214, and any related or consolidated actions, including the anticipated action to be filed by Derek Halloran (the "Halloran" action);
(b) All related claims brought under the California Private Attorneys General Act, Labor Code § 2698, et seq. ("PAGA"), including any representative claims arising from the same or substantially similar operative facts as those alleged in the Fuentes action or the anticipated Halloran action; and
(c) Any potential claims by or against Gavin Aldrich, former Senior Vice President of Original Content & Executive Producer, including but not limited to disputes relating to post-employment restrictive covenant obligations, the enforcement or validity of any non-competition, non-solicitation, or confidentiality agreements, and any claims arising from or related to the circumstances surrounding Mr. Aldrich's "for cause" termination from AMA.
I understand that preservation of documents and electronically stored information ("ESI") is critically important to the Company's ability to defend itself in the above-referenced matters and to comply with its legal obligations. I further understand that the term "documents and ESI," as used throughout this Acknowledgment, is to be construed in the broadest possible sense and includes all forms of recorded information regardless of medium, format, or location.
CUSTODIAN OBLIGATIONS
By signing this Acknowledgment, I agree to each of the following obligations, effective immediately and continuing until I receive written notice from the Legal & Compliance Department that the litigation hold has been lifted:
1. Preserve All Documents and ESI. I will preserve all documents and ESI within my possession, custody, or control that fall within the scope of the Litigation Hold Notice dated November 2, 2022, including but not limited to the following categories of materials:
• Emails and email attachments (whether stored on Company servers, local hard drives, personal email accounts used for business purposes, or archived mailboxes);
• Text messages (SMS and Westmark Software), Meridian Solutions messages, Northgate Data Systems messages, Meridian Services Inc. messages, and any other form of instant messaging or direct messaging used for business-related communications;
• Paper documents, including handwritten notes, notebooks, sticky notes, annotated printouts, and any other physical records;
• Voicemails, whether stored on Company phone systems, personal mobile devices, or third-party voicemail services;
• Calendar entries, scheduling tools, and appointment records (including entries in Outlook, Brightmoor Services Inc., or any other scheduling application);
• Electronically stored documents in any format, including but not limited to Microsoft Word documents, Excel spreadsheets, Northgate Services Inc. presentations, PDF files, Stonefield Health IT, Stonefield Services Inc., and any other file types;
• Databases and database entries, including entries in any human resources information system ("HRIS"), content management system, or project management platform;
• Timekeeping and payroll system records, including all data stored in or generated by the NovaPay Solutions "TimeTrack Pro" system, such as time punches, clock-in and clock-out records, meal period waivers, break attestations, exception reports, and system audit logs;
• Security badge and access records, including building entry and exit logs, key card swipe data, and parking garage access records;
• Video and audio recordings, including surveillance footage, meeting recordings, recorded interviews, and any other audiovisual materials; and
• Social media posts and messages on Company-owned or Company-managed social media accounts, including but not limited to posts, comments, direct messages, and drafts.
2. Suspend Routine Document Destruction Practices. I will immediately suspend any and all routine document destruction, retention, or recycling practices as they apply to materials that fall within the scope of the Litigation Hold Notice. This includes, without limitation, suspending any auto-delete functions on email accounts or messaging platforms, ceasing any manual or automated purging of recycling bins or "deleted items" folders, and refraining from participating in or authorizing any backup tape rotations, data migration projects, or system upgrades that could result in the loss or alteration of potentially relevant information. If I am uncertain whether a particular routine practice may affect materials within the scope of the hold, I will contact the Legal & Compliance Department before proceeding.
3. Refrain from Deleting, Discarding, Altering, or Destroying Materials. I will not delete, discard, alter, modify, overwrite, or destroy — whether intentionally or through negligence — any documents or ESI that fall within the scope of the Litigation Hold Notice. This obligation applies regardless of whether I believe the materials are duplicative, outdated, irrelevant, or otherwise unnecessary. In the event that I inadvertently delete or alter any materials within the scope of the hold, I will immediately notify the Legal & Compliance Department.
4. Contact Gregory Tanaka with Scope Questions. I will promptly contact Gregory Tanaka, Vice President, Legal & Compliance, with any questions regarding whether specific documents, ESI, or other materials fall within the scope of the Litigation Hold Notice. Mr. Tanaka may be reached at extension 4207 or by email at gtanaka@aureliusmedia.com. I understand that when in doubt, I should err on the side of preservation and retain materials until I receive guidance from the Legal & Compliance Department or outside counsel.
5. Notify the Legal & Compliance Department of Additional Sources. I will promptly notify the Legal & Compliance Department if I become aware of any additional sources of potentially relevant documents or ESI that are not currently identified in the Litigation Hold Notice. This includes, without limitation, information stored on personal devices, home computers, external hard drives, USB drives, cloud storage accounts (such as Larkspur Technologies, Hollowell Health IT, or Meridian Systems), or any other location not already known to the Legal & Compliance Department. I understand that identifying all potential sources of relevant information is essential to the Company's compliance with its preservation obligations.
6. Cooperate Fully with Document Requests. I will cooperate fully and in a timely manner with any and all requests from the Legal & Compliance Department or the Company's outside counsel, Calderwood & Harkness LLP, for access to documents, records, data, devices, or information within my possession, custody, or control. This cooperation includes, without limitation, making myself available for interviews, providing access to electronic devices for forensic imaging or review, responding promptly to requests for specific documents or categories of documents, and providing any passwords or access credentials necessary for the retrieval of relevant materials. I understand that the obligation to cooperate extends to materials stored on personal devices or in personal accounts if those materials relate to Company business or fall within the scope of the Litigation Hold Notice.
SUBJECT MATTER SCOPE REMINDER
For ease of reference, and as more fully described in the Litigation Hold Notice dated November 2, 2022, the following categories of information are subject to the litigation hold. This summary is provided as a convenient reference and is not intended to limit or modify the scope of the Litigation Hold Notice in any way. If there is any discrepancy between this summary and the Litigation Hold Notice, the terms of the Litigation Hold Notice shall control.
• Timekeeping Policies, Practices, and Systems. All documents and ESI relating to AMA's timekeeping policies, practices, and systems, including the NovaPay Solutions "TimeTrack Pro" system, system configuration settings, user manuals, implementation records, training materials, and any communications regarding the selection, deployment, modification, or operation of such systems.
• Meal Period and Rest Break Policies and Practices. All documents and ESI relating to AMA's meal period and rest break policies, practices, schedules, and any meal period waivers, including written policies, posted notices, scheduling templates, and any records reflecting whether meal periods and rest breaks were provided, waived, missed, shortened, interrupted, or otherwise not taken in compliance with applicable law.
• Payroll Records and Compensation Data. All payroll records, wage statements, pay stubs, earnings summaries, and compensation data for non-exempt hourly employees employed in the State of California, including records of regular pay, overtime pay, premium pay for missed meal periods or rest breaks, expense reimbursements, and any adjustments or corrections.
• Production Records. Production schedules, call sheets, wrap reports, daily production logs, and any other records reflecting the daily operations, staffing, and scheduling of all California-based show units, including records for pre-production, principal photography, and post-production phases.
• Employee Handbooks, Policy Manuals, and Training Materials. All versions of employee handbooks, policy manuals, standard operating procedures, and HR training materials related to wage-and-hour compliance, including any materials provided to supervisors, managers, or line producers concerning timekeeping, meal breaks, rest breaks, overtime, or employee classification.
• Communications Regarding Wage-and-Hour Matters. All internal and external communications regarding meal breaks, rest breaks, overtime, scheduling, employee classification (exempt vs. non-exempt), or any other wage-and-hour issue, including emails, memoranda, meeting notes, presentations, and instant messages.
• Personnel Files and Related Records. Personnel files, performance evaluations, disciplinary records, and any other human resources records for the following individuals: Marisol Fuentes, Derek Halloran, Yesenia Padilla, and Gavin Aldrich.
• Communications Relating to Gavin Aldrich. All communications to, from, or concerning Gavin Aldrich, including but not limited to communications relating to his job performance, performance reviews, any investigations or complaints involving Mr. Aldrich, the circumstances and decision-making surrounding his termination, his post-employment restrictive covenant obligations, and any communications with, from, or about Halcyon Creek Productions LLC.
• Internal Investigations, Audits, and Reviews. All documents and ESI relating to any internal investigations, audits, reviews, or assessments of AMA's wage-and-hour compliance, whether conducted by in-house personnel, outside counsel, or third-party consultants.
• Employee Complaints and Grievances. All complaints, grievances, incident reports, or other submissions filed by non-exempt employees regarding wages, hours, meal breaks, rest breaks, overtime, working conditions, or any other wage-and-hour matter, including any Company responses, investigation notes, or remedial actions taken.
NON-COMPLIANCE WARNING
I understand that failure to comply with the obligations set forth in this Acknowledgment and in the Litigation Hold Notice may result in severe consequences for Aurelius Media Americas Inc. The destruction, alteration, or concealment of relevant documents or ESI — whether intentional or resulting from negligence — may expose the Company to court-imposed sanctions, adverse inference instructions (under which a court or jury may be instructed to presume that destroyed evidence was unfavorable to the Company), monetary penalties, contempt findings, and other remedies. Such consequences could materially and adversely affect the Company's ability to defend itself in the pending and anticipated litigation.
I further understand that any individual who fails to comply with the litigation hold obligations may be subject to disciplinary action by the Company, up to and including termination of employment. Disciplinary measures may be imposed regardless of whether the non-compliance was intentional and regardless of the individual's position, seniority, or tenure with the Company. The Company reserves all rights to seek indemnification or contribution from any individual whose non-compliance results in sanctions or penalties imposed on the Company.
DURATION OF THE LITIGATION HOLD
The litigation hold described in the Litigation Hold Notice dated November 2, 2022, and the preservation obligations acknowledged herein, will remain in full force and effect until I receive written notice from the Legal & Compliance Department of Aurelius Media Americas Inc. that the hold has been formally lifted, in whole or in part.
I understand that I should not assume that the litigation hold has been lifted based on the passage of time, the resolution of any individual matter, informal communications, or any other circumstance. Only a formal written notice from the Legal & Compliance Department — issued by or on behalf of Gregory Tanaka, VP, Legal & Compliance, or his authorized designee — will constitute a valid release of the litigation hold obligations. Until such written notice is received, all preservation obligations described herein remain fully operative.
CONTACT INFORMATION
If I have any questions regarding the scope, application, or requirements of the litigation hold, or if I need to report any issues related to document preservation, I should contact the following individuals:
Primary Contact:
Gregory Tanaka Vice President, Legal & Compliance Aurelius Media Americas Inc. 8500 Sunset Boulevard, Suite 1400 West Hollywood, CA 90069 Telephone Extension: 4207
Email: gtanaka@aureliusmedia.com
Outside Counsel (for questions routed through Mr. Tanaka):
Calderwood & Harkness LLP 777 South Flower Street, Suite 4200 Los Angeles, CA 90017
Note: All communications with outside counsel should be routed through Gregory Tanaka in the first instance. Custodians should not contact Calderwood & Harkness LLP directly unless specifically directed to do so by the Legal & Compliance Department.
ACKNOWLEDGMENT AND SIGNATURE
By my signature below, I acknowledge that I have received, read, and understand the Litigation Hold Notice dated November 2, 2022, and this Litigation Hold Acknowledgment. I agree to comply with all of the obligations set forth herein and in the Litigation Hold Notice. I understand the consequences of non-compliance, including the potential for disciplinary action up to and including termination of employment.
Custodian Signature: ________
Printed Name: ________
Title / Department: ________
Date: ________
C&H Matter No.: 1017-00004
This template was prepared by Calderwood & Harkness LLP for use by the in-house Legal & Compliance Department of Aurelius Media Americas Inc. This form should be completed and returned to the Legal & Compliance Department at the address set forth above. A copy of each completed Acknowledgment will be retained by Calderwood & Harkness LLP in the engagement file for the above-referenced matters. This document is protected by the attorney-client privilege and/or the work product doctrine and should not be disclosed to any person outside of the Legal & Compliance Department or Calderwood & Harkness LLP without prior authorization.