PRIVILEGED & CONFIDENTIAL ATTORNEY-CLIENT COMMUNICATION
CALDERWOOD & HARKNESS LLP Attorneys at Law
One Federal Place, Suite 3200 Boston, Massachusetts 02110
Telephone: (617) 555-8400 Facsimile: (617) 555-8401 www.calderwoodharkness.com
September 10, 2024
Matter No. 1029-00002
VIA ELECTRONIC MAIL AND HAND DELIVERY
Elena Graff, Esq. General Counsel Thornwick Medical Research Institute 480 Kendall Avenue Cambridge, Massachusetts 02142
Dear Ms. Graff:
1. Purpose and Engagement
Calderwood & Harkness LLP ("C&H" or "the Firm") is pleased to confirm the terms of its engagement by Thornwick Medical Research Institute ("TMRI" or "the Institute") to conduct an independent workplace investigation. This engagement arises from formal grievances filed by multiple employees of TMRI's Biomedical Engineering Laboratories alleging improper supervisory practices by Dr. Marcus Ellender, Director of Biomedical Engineering Laboratories. The nature, scope, and substance of these grievances are described more fully in Section 3 of this letter.
This letter memorializes the terms discussed during the September 6, 2024 telephone conversation between Renata Vasquez of the Firm and you, on behalf of TMRI, regarding the retention of C&H for this matter. This engagement shall be effective as of the date of execution of this letter by both parties, September 10, 2024. By executing this letter, the parties acknowledge and agree that the terms set forth herein shall govern the professional relationship between C&H and TMRI for the duration of this engagement, unless modified in writing as provided in Section 16 below.
2. Identification of the Client
The client in this engagement is Thornwick Medical Research Institute, a Massachusetts nonprofit corporation organized under Section 501(c)(3) of the Internal Revenue Code, Employer Identification Number 04-3781256, acting through its General Counsel, Elena Graff, Esq. TMRI is the client solely in its institutional capacity as the employer. The Firm does not represent, and will not represent, any individual employee, officer, director, or member of the Board of Directors of TMRI in his or her personal capacity in connection with this matter.
For the avoidance of doubt, neither Dr. Marcus Ellender (the respondent in the underlying grievances) nor any of the individual complainants identified in Section 3 below is a client of the Firm. This distinction will be communicated clearly to all individuals interviewed during the course of the investigation, as described more fully in Section 6 of this letter.
All communications from C&H regarding this engagement will be directed through Elena Graff as the primary client contact. Grace Okenwa, Vice President of Human Resources, is hereby designated as an authorized secondary contact for operational and scheduling matters, including but not limited to the coordination of witness interviews, the production of documents and records, and access to TMRI facilities. Ms. Okenwa's designation as a secondary contact does not independently confer authority to make legal decisions on behalf of TMRI or to provide instructions to the Firm regarding the scope, direction, or conclusions of the investigation.
Additionally, Dr. Philip Astbury, TMRI's Chief Executive Officer, is authorized to receive privileged communications regarding the investigation on behalf of TMRI. The Firm will treat communications with Dr. Astbury as protected by the attorney-client privilege to the same extent as communications with the General Counsel. TMRI should promptly notify C&H in writing if there are any changes to the authorized contacts or to the scope of Dr. Astbury's authorization.
3. Scope of the Investigation
C&H is retained to conduct an independent investigation into five formal grievances filed between August 12, 2024 and September 4, 2024 by employees of TMRI's Biomedical Engineering Laboratories pursuant to Section 7.3 of the TMRI Employee Handbook ("Grievance and Complaint Procedure"). The investigation will be conducted in a thorough, fair, and impartial manner consistent with applicable law, TMRI policies, and the professional standards governing workplace investigations.
3.1. Complainants. The grievances at issue were filed by the following individuals:
1. Dr. Yuna Sakata, Senior Research Scientist, Lab B-2 — Grievance filed August 12, 2024.
2. Trevor Hollins, Lab Technician III, Lab B-3 — Grievance filed August 19, 2024.
3. Dr. Priya Chandrasekaran, Postdoctoral Fellow, Lab B-1 — Grievance filed August 26, 2024.
4. Miguel Ferreira, Lab Technician II, Lab B-4 — Grievance filed August 30, 2024.
5. Sandra Nix, Research Associate, Lab B-2 — Grievance filed September 4, 2024.
3.2. Respondent. The respondent in the underlying grievances is Dr. Marcus Ellender, Director of Biomedical Engineering Laboratories, who exercises supervisory authority over Laboratory Units B-1 through B-4 at TMRI's facility located at 480 Kendall Avenue, Cambridge, Massachusetts 02142.
3.3. Categories of Alleged Misconduct
The investigation will address the following four categories of alleged misconduct, each of which is implicated by one or more of the grievances:
(a) Retaliation. Allegations that Dr. Ellender retaliated against employees who reported safety or compliance concerns, including but not limited to reassignment to undesirable duties, exclusion from research projects, negative performance evaluations, and threats of termination. These allegations implicate Massachusetts General Laws chapter 149, section 185 (the Massachusetts Whistleblower Protection Act), as well as TMRI Anti-Retaliation Policy HR-2021-009. To the extent the alleged retaliation relates to reports of workplace discrimination or harassment, the investigation will also consider the anti-retaliation provisions of Massachusetts General Laws chapter 151B and Title VII of the Civil Rights Act of 1964, 42 U.S.C. § 2000e et seq.
(b) Hostile Work Environment. Allegations that Dr. Ellender created or contributed to a hostile work environment through verbal intimidation, discriminatory scheduling practices, and punitive work assignments, including allegations that such conduct was based in whole or in part on protected characteristics. These allegations implicate Massachusetts General Laws chapter 151B, section 4, and Title VII of the Civil Rights Act of 1964, as well as TMRI Respectful Workplace Policy HR-2021-005. The investigation will assess whether the alleged conduct was sufficiently severe or pervasive to alter the conditions of employment for the complainants and whether the conduct was based on any protected characteristic, including but not limited to race, national origin, sex, or age.
(c) Safety-Protocol Violations. Allegations that Dr. Ellender directed employees to circumvent or disregard established safety protocols, including OSHA-mandated personal protective equipment requirements under 29 C.F.R. § 1910.132 et seq. and biohazard-containment protocols required under the NIH Guidelines for Research Involving Recombinant or Synthetic Nucleic Acid Molecules. These allegations also implicate TMRI's internal Environmental Health & Safety ("EHS") policies and procedures. The investigation will assess the nature and extent of any directed deviations from applicable safety standards and whether such deviations exposed employees or the public to unreasonable risk.
(d) Falsification or Alteration of Records. Allegations that Dr. Ellender falsified, altered, or directed others to falsify or alter institutional records, including safety-incident reports and laboratory-notebook entries. Such conduct, if substantiated, may implicate federal research-integrity requirements, institutional record-keeping obligations, and applicable grant terms and conditions, in addition to TMRI internal policies governing the integrity of research records.
3.4. Investigative Steps
The investigation will encompass the following activities, as well as such additional investigative steps as the Firm deems necessary or appropriate in its professional judgment:
(i) Witness Interviews. C&H will conduct recorded or transcribed interviews of the five complainants, the respondent (Dr. Ellender), and such additional corroborating or fact witnesses as the Firm identifies during the course of the investigation. Corroborating witnesses may include other employees in Labs B-1 through B-4, supervisory and administrative personnel, and staff from TMRI's Environmental Health & Safety office and Human Resources department.
(ii) Documentary Evidence. C&H will collect and review documentary evidence relevant to the allegations, including but not limited to email communications, safety-incident reports, laboratory notebooks, performance evaluations, scheduling records, meeting minutes, grant-progress reports, EHS audit reports, and relevant personnel files maintained by the Human Resources department.
(iii) Site Inspection. To the extent deemed necessary by the investigative team, C&H may inspect the physical premises of Labs B-1 through B-4, including safety equipment, signage, and containment facilities, in coordination with TMRI's Environmental Health & Safety office.
(iv) Additional Steps. C&H reserves the right to undertake such additional investigative steps as the circumstances may warrant, including but not limited to retention of third-party consultants, forensic analysis of electronic records, and consultation with subject-matter experts in laboratory safety or research integrity.
3.5. Investigative Report
Upon conclusion of the investigation, C&H will prepare and deliver to TMRI a final written investigative report. The report will contain the Firm's findings of fact based on the evidence gathered, an analysis of the applicable legal standards and TMRI policies, credibility assessments where relevant, and recommended corrective actions. The investigative report will be addressed to Elena Graff, General Counsel, and prepared at the direction of counsel for the purpose of providing legal advice to TMRI. The report and its contents are subject to the attorney-client privilege and the attorney work-product doctrine, as discussed more fully in Section 6 below.
4. Engagement Team
The following attorneys from C&H's Labor & Employment Practice Group will comprise the engagement team for this matter:
Renata Vasquez, Partner, Labor & Employment — Ms. Vasquez will serve as the Responsible Partner and lead investigator for this engagement. She will be responsible for the overall direction and supervision of the investigation, the conduct of key witness interviews (including the interview of the respondent, Dr. Ellender, and each of the complainants), and the review and delivery of the final investigative report. Ms. Vasquez will serve as the primary attorney contact for TMRI on substantive matters relating to the investigation.
Nadia Petrov, Associate, Labor & Employment — Ms. Petrov will serve as the Lead Associate on this engagement. She will be responsible for day-to-day management of the investigation, including coordination with TMRI personnel and counsel, participation in witness interviews, review and analysis of documentary evidence, and drafting of the investigative report under Ms. Vasquez's supervision.
James Underwood, Associate, Labor & Employment — Mr. Underwood will serve as the Working Associate on this engagement. He will be responsible for document collection and review, preparation of witness-interview outlines and summaries, legal research in support of the investigation, and other tasks as directed by Ms. Vasquez and Ms. Petrov.
Bernard Crawford, Partner, Labor & Employment, will serve as the Billing Partner for this engagement. Mr. Crawford will be responsible for review and approval of invoices and for addressing any billing inquiries from TMRI. Mr. Crawford will not participate in the substantive conduct of the investigation unless circumstances require his involvement.
C&H reserves the right to assign additional attorneys or professional staff to this matter as needed to ensure the timely and thorough completion of the investigation. C&H will provide prior notice to TMRI before assigning additional attorneys to the engagement, including the identity and billing rate of any such attorney.
5. Fees and Billing
5.1. Hourly Rates
C&H will bill for professional services rendered in connection with this engagement on an hourly basis at the following standard rates:
These rates reflect the Firm's current standard rates for the Boston office and are subject to periodic adjustment in accordance with the Firm's customary practice. Any adjustment to the applicable rates during the course of this engagement will be communicated to TMRI in advance. Time will be recorded and billed in increments of one-tenth of an hour (six minutes).
5.2. Fee Estimate
Based on the anticipated scope of the investigation as described in Section 3 above, including the number of complainants, the breadth of the documentary record, and the complexity of the legal and factual issues involved, the Firm estimates total professional fees and expenses for this engagement in the range of $175,000 to $225,000. This estimate is provided solely for TMRI's internal budgeting purposes and does not constitute a cap, ceiling, fixed fee, or guaranteed maximum. The actual amount billed will depend on a number of factors, including the complexity and duration of the investigation, the number of witnesses ultimately interviewed, the volume of documentary evidence collected and reviewed, the extent of any legal research required, and any unforeseen developments or complications that may arise during the course of the investigation. C&H will endeavor to keep TMRI informed of the status of fees and expenses on an ongoing basis and will promptly notify TMRI if the Firm reasonably anticipates that fees and expenses will materially exceed the upper end of the estimate.
5.3. Expenses. In addition to professional fees, TMRI will reimburse C&H for reasonable out-of-pocket expenses incurred in connection with this engagement. Reimbursable expenses include, but are not limited to, the following:
• Travel expenses (transportation, lodging, and meals) incurred in connection with witness interviews, site inspections, or other investigative activities conducted outside C&H's Boston office;
• Photocopying, printing, and document-reproduction costs;
• Transcript costs for witness interviews;
• Computerized legal research and database charges (e.g., Westlaw, Sundial Solutions);
• Courier, overnight delivery, and postage charges;
• Fees charged by third-party vendors for document hosting, electronic-discovery support, or forensic analysis, to the extent incurred with TMRI's prior approval.
Expenses will be billed at cost, without markup. C&H will obtain TMRI's prior approval before incurring any single expense item in excess of $5,000.
5.4. Invoicing and Payment
Invoices will be rendered on a monthly basis and will itemize professional fees by timekeeper (including the number of hours worked and a description of services rendered) and expenses by category. Invoices are due and payable within thirty (30) days of receipt. Amounts unpaid after thirty (30) days may accrue interest at the rate of one percent (1%) per month, or the maximum rate permitted by applicable law, whichever is less.
All billing inquiries should be directed to Bernard Crawford at C&H's Boston office at (617) 555-8412 or bcrawford@calderwoodharkness.com. The billing partner for this matter is Bernard Crawford, and the matter number is 1029-00002. TMRI should reference this matter number on all correspondence and remittances directed to the Firm.
6. Attorney-Client Privilege and Confidentiality
6.1. Privileged Communications
All communications between C&H and TMRI in connection with this engagement — whether oral, written, or electronic — are intended to be protected by the attorney-client privilege and, where applicable, the attorney work-product doctrine. C&H will take reasonable steps to maintain the confidentiality of such communications. TMRI likewise agrees to limit the internal distribution of privileged communications to those individuals who have a need to know in order to fulfill their responsibilities in connection with the investigation and this engagement.
6.2. Ownership of the Privilege
The attorney-client privilege belongs exclusively to TMRI as the institutional client. C&H will not waive, disclose, or otherwise compromise privileged communications without TMRI's prior written authorization. Any decision to waive the privilege, in whole or in part, rests solely with TMRI, acting through its General Counsel or other duly authorized officer.
6.3. Nature of the Investigative Report
The investigation and the resulting investigative report are being prepared at the direction of counsel for the purpose of providing legal advice to TMRI regarding its legal obligations and exposure arising from the grievances described in Section 3. The Firm's findings of fact, legal analysis, credibility assessments, and recommended corrective actions constitute legal advice rendered in the course of an attorney-client relationship. TMRI should treat the investigative report as a privileged and confidential document and should not distribute it beyond those individuals authorized to receive privileged communications as described in Section 2 of this letter, absent consultation with C&H regarding the privilege implications of any broader dissemination.
6.4. Upjohn Warnings
TMRI acknowledges and agrees that C&H may — and in most cases will — advise witnesses at the outset of each interview that (a) C&H represents TMRI as an institution, and not the individual witness; (b) the purpose of the interview is to gather facts relevant to the investigation; (c) the attorney-client privilege with respect to the interview belongs to TMRI, not to the individual witness; (d) TMRI may elect to waive the privilege in the future and disclose the substance of the interview to third parties, including government agencies; and (e) the witness is asked to keep the substance of the interview confidential. These advisements, commonly known as Upjohn warnings or corporate-Miranda warnings, are a standard and important feature of internal investigations and are necessary to preserve the clarity of the attorney-client relationship and to protect TMRI's privilege interests.
6.5. Third-Party Disclosures
To the extent TMRI elects to share the investigative report, its findings, or any privileged communications with third parties — including but not limited to regulatory agencies (e.g., OSHA, the Massachusetts Commission Against Discrimination, the Equal Employment Opportunity Commission), the National Institutes of Health, insurance carriers, TMRI's Board of Directors or any committee thereof, outside auditors, or other constituencies — TMRI understands that such disclosures may result in a partial or complete waiver of privilege protections. C&H will advise TMRI on the privilege implications of any such proposed disclosure before it is made. TMRI agrees to consult with C&H before making any voluntary disclosure of privileged materials to any third party.
6.6. Confidentiality Instructions
All individuals involved in the investigation — including complainants, the respondent, corroborating witnesses, and TMRI administrative personnel who have access to investigative materials — will be instructed to maintain confidentiality regarding the existence and substance of the investigation to the extent practicable and consistent with applicable legal obligations. C&H acknowledges that absolute confidentiality cannot be guaranteed and that certain disclosures may be required by law, regulation, or the terms of applicable grant agreements.
7. Document Preservation and Litigation Hold
7.1. Preservation Obligations
TMRI acknowledges its obligation to preserve all documents and electronically stored information ("ESI") that may be relevant to the investigation and to any related legal proceedings, including but not limited to potential claims before the Massachusetts Commission Against Discrimination, the Equal Employment Opportunity Commission, or any court of competent jurisdiction. The duty to preserve extends to all forms of information, whether in paper or electronic format, and includes information stored on TMRI's servers, email systems, shared drives, individual workstations, mobile devices, and cloud-based platforms.
7.2. Litigation-Hold Memorandum
C&H strongly recommends that TMRI issue a formal litigation-hold memorandum to all relevant custodians promptly upon execution of this engagement letter. The Firm understands that TMRI General Counsel Elena Graff intends to issue such a memorandum on or about September 13, 2024. C&H is available to assist in the preparation and distribution of the litigation-hold memorandum and to advise on its scope and content.
7.3. Relevant Custodians
Relevant custodians who should receive the litigation-hold memorandum include, at a minimum, the following:
• Dr. Marcus Ellender, Director of Biomedical Engineering Laboratories (respondent);
• Dr. Yuna Sakata, Trevor Hollins, Dr. Priya Chandrasekaran, Miguel Ferreira, and Sandra Nix (complainants);
• Relevant supervisors and principal investigators in Labs B-1 through B-4;
• The TMRI Environmental Health & Safety office;
• The TMRI Human Resources department;
• Any other individuals identified by TMRI or C&H as likely to possess relevant documents or information.
7.4. Document Categories
Document categories to be preserved include, but are not limited to, the following: email communications (including attachments and metadata), safety-incident reports, laboratory notebooks, performance evaluations and annual reviews, scheduling records and timesheets, meeting minutes and agendas, grant-progress reports, EHS audit reports and inspection records, HR complaint and grievance files, and all related personnel files.
7.5. Coordination with IT and HR
C&H will coordinate with TMRI's Information Technology department and Human Resources office regarding the identification, collection, and production of documents and ESI relevant to the investigation. TMRI agrees to designate a point of contact within each department to facilitate this process. C&H requests that TMRI provide the names of these contacts within five (5) business days of execution of this letter.
8. Cooperation and Access
TMRI agrees to direct all of its employees to cooperate fully with the investigation conducted by C&H. Cooperation includes, without limitation, making themselves available for interviews at mutually convenient times, responding truthfully and completely to questions posed by the investigative team, and providing access to documents and information requested by C&H. TMRI will instruct its employees that participation in the investigation is a condition of employment, consistent with the requirements of Section 7.3 of the TMRI Employee Handbook ("Grievance and Complaint Procedure"), and that failure to cooperate may result in disciplinary action.
TMRI will provide C&H with reasonable access to TMRI's facilities, including the Biomedical Engineering Laboratories (Labs B-1 through B-4) located at 480 Kendall Avenue, Cambridge, Massachusetts 02142, to the extent that such access is necessary for the conduct of the investigation. Access may include inspection of laboratory spaces, safety equipment, and containment facilities, and will be coordinated through Grace Okenwa and TMRI's Environmental Health & Safety office to ensure compliance with applicable safety protocols during any site visit.
TMRI acknowledges that the respondent, Dr. Marcus Ellender, has the right to retain personal legal counsel in connection with this investigation. Dr. Ellender is not a client of C&H, and C&H will not provide legal advice to Dr. Ellender in any capacity. If Dr. Ellender elects to retain counsel, C&H will coordinate with such counsel regarding the scheduling and procedural aspects of Dr. Ellender's interview, including providing reasonable advance notice of the interview date and the general subject matter to be covered, consistent with the Firm's obligation to conduct a thorough and fair investigation. The presence of Dr. Ellender's personal counsel at the interview will be permitted, subject to reasonable ground rules established by the Firm.
The obligation of TMRI employees to cooperate with this investigation is grounded in Section 7.3 of the TMRI Employee Handbook and in the terms of TMRI's employment policies, and does not create any attorney-client relationship between C&H and any individual employee.
9. Administrative Leave of Respondent
Based on the nature and severity of the allegations described in Section 3, C&H recommends that TMRI consider placing Dr. Marcus Ellender on paid administrative leave during the pendency of the investigation. This recommendation is made for two principal reasons: first, to preserve the integrity of the investigative process by preventing the respondent from influencing witnesses, altering or destroying documents, or otherwise interfering with the investigation; and second, to protect the complainants and other employees in Labs B-1 through B-4 from potential retaliation or continued exposure to the alleged misconduct during the period of the investigation.
TMRI has indicated its intention to implement this recommendation and to place Dr. Ellender on paid administrative leave effective September 18, 2024. The specific terms and conditions of paid administrative leave, including compensation, benefits, and restrictions on access to TMRI facilities and systems, are governed by TMRI's internal policies and are a matter for TMRI's determination in its capacity as the employer. C&H will advise TMRI on the legal implications of the administrative-leave decision, including the manner in which it is communicated to Dr. Ellender, to minimize the risk of claims arising from the leave itself.
10. Third-Party Consultants
TMRI may, in its discretion and upon C&H's recommendation, retain one or more third-party consultants to assist with specific aspects of the investigation or with related institutional needs. Potential areas in which third-party expertise may be useful include environmental health and safety auditing, forensic document analysis, electronic-discovery support, and research-integrity assessment.
To the extent practicable, any such retention should be coordinated with C&H in order to maximize the potential for privilege protection. When a consultant is retained at the direction of counsel to assist in providing legal advice to the client, the communications between the consultant and counsel may be protected by the attorney-client privilege and/or the work-product doctrine. C&H will advise TMRI on the appropriate structuring of any consultant engagement to achieve the greatest degree of privilege protection available under applicable law.
C&H understands that TMRI may engage Haverford Safety Consulting Group, LLC to conduct a parallel safety-compliance audit of the Biomedical Engineering Laboratories in light of the safety-protocol-violation allegations described in Section 3.3(c). The Firm will coordinate with Haverford Safety Consulting Group, LLC, or any other consultant retained by TMRI, as appropriate and as directed by TMRI's General Counsel.
11. Insurance Notification
C&H advises TMRI to notify its employment practices liability insurance ("EPLI") carrier of the investigation and the underlying grievances as promptly as possible and in accordance with the terms and conditions of the applicable insurance policy. Timely notification is critical to preserving TMRI's rights under the policy, including the right to reimbursement of defense costs and indemnification for any covered claims that may arise from the matters under investigation.
TMRI has represented that it currently maintains an EPLI policy with the following terms:
• Carrier: Meridian Indemnity Group
• Policy Number: MIG-EPLI-2024-00417
• Per-Occurrence Limit: $5,000,000
• Self-Insured Retention: $250,000
• Broker: Crestline Brokerage Partners, Inc.
C&H is available to assist TMRI in preparing the notice to the carrier if TMRI so requests. Such assistance would include reviewing the policy's notice provisions, drafting the notice letter, and advising on the appropriate scope of information to be disclosed to the carrier, taking into account TMRI's privilege interests.
12. No Guarantee of Outcome
TMRI acknowledges and understands that C&H's engagement is to conduct a thorough, fair, and independent investigation and to provide its professional assessment and recommendations based on the totality of the evidence obtained during the course of the investigation. The Firm will apply its best professional judgment in analyzing the facts and the applicable legal and policy standards, but does not and cannot guarantee any particular outcome, finding, or conclusion.
C&H's recommendations regarding corrective actions, disciplinary measures, policy reforms, or other institutional responses are advisory in nature. All decisions regarding the implementation of such recommendations, including decisions concerning personnel actions, termination, regulatory reporting, modifications to laboratory protocols, or any other institutional response, remain within the sole discretion of TMRI, acting through its authorized officers and governance bodies.
13. Termination of Engagement
Either party may terminate this engagement upon written notice to the other party. C&H's obligation to continue representation following a request for termination is subject to the Firm's professional obligations under the Massachusetts Rules of Professional Conduct, including Rule 1.16, and any applicable rules of the tribunals before which the Firm may be appearing on TMRI's behalf, if any.
Upon termination of the engagement for any reason, TMRI will remain responsible for the payment of all professional fees and out-of-pocket expenses incurred through the effective date of termination, in accordance with the billing terms set forth in Section 5 of this letter. Invoices for fees and expenses incurred through the termination date will be rendered promptly following termination.
Upon termination and subject to any applicable document-retention obligations under the Massachusetts Rules of Professional Conduct and the Firm's internal record-retention policies, C&H will return or make available to TMRI all original documents and materials provided by TMRI in connection with this engagement. The Firm may retain copies of such documents for its files, subject to its continuing obligations of confidentiality.
14. Conflicts of Interest
C&H has conducted a conflicts-of-interest check in accordance with the Firm's standard procedures and the requirements of the Massachusetts Rules of Professional Conduct, including Rules 1.7 and 1.9. Based on the information currently available to the Firm, C&H confirms that it has identified no conflicts of interest that would preclude or materially limit the Firm's ability to undertake and fulfill this engagement on behalf of TMRI.
If a conflict of interest arises or is discovered during the course of the engagement, C&H will promptly notify TMRI and take appropriate steps in accordance with applicable rules of professional conduct. Such steps may include seeking an informed waiver of the conflict from affected parties, implementing screening procedures within the Firm, or, if the conflict cannot be resolved, withdrawing from the engagement in accordance with the provisions of Section 13 above.
15. Governing Law
This engagement letter and the professional relationship between C&H and TMRI arising hereunder shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts, without regard to its conflict-of-laws principles. Nothing in this engagement letter shall be construed to limit the application of the Massachusetts Rules of Professional Conduct or any other applicable rules of professional responsibility.
16. Entire Agreement and Amendments
This letter constitutes the entire agreement between C&H and TMRI with respect to the subject matter hereof and supersedes all prior and contemporaneous discussions, negotiations, representations, and understandings, whether oral or written, relating to the engagement described herein. No reliance is placed on any representation, warranty, or agreement not expressly set forth in this letter.
Any amendment, modification, or supplement to the terms of this engagement letter must be in writing and signed by an authorized representative of each party. No oral modification shall be effective for any purpose.
17. Acceptance and Execution
If the foregoing terms accurately reflect your understanding of the engagement and are acceptable to TMRI, please confirm by executing this letter in the space provided below and returning one fully executed original to the Firm. A fully executed copy of this letter will be retained by each party for its records.
We look forward to working with you and the TMRI team on this important matter. Please do not hesitate to contact me directly at (617) 555-8425 or rvasquez@calderwoodharkness.com if you have any questions regarding this letter or the investigation.
Very truly yours,
CALDERWOOD & HARKNESS LLP
By: ________
Renata Vasquez Partner, Labor & Employment
Date: September 10, 2024
ACCEPTED AND AGREED:
The undersigned, duly authorized to act on behalf of Thornwick Medical Research Institute, hereby confirms the engagement of Calderwood & Harkness LLP on the terms set forth in this letter.
THORNWICK MEDICAL RESEARCH INSTITUTE
By: ________
Elena Graff, Esq. General Counsel
Date: ________
cc: Bernard Crawford, Partner (Billing Partner), Calderwood & Harkness LLP cc: Grace Okenwa, Vice President, Human Resources, Thornwick Medical Research Institute
| Timekeeper Level | Standard Rate |
| Partners | $685.00 per hour |
| Associates | $425.00 per hour |