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RESOLUTION OF THE CONFLICTS COMMITTEE OF CALDERWOOD & HARKNESS LLP

Formal Declination of Proposed Engagement — Matter No. 1031-00001

PRIVILEGED AND CONFIDENTIAL — ATTORNEY WORK PRODUCT

Date of Resolution: May 14, 2024

Calderwood & Harkness LLP 600 Lexington Avenue, 38th Floor New York, NY 10022

Originating Office: One North Wacker Drive, Suite 4200 Chicago, IL 60606

I. PREAMBLE AND AUTHORITY

The Conflicts Committee (the "Committee") of Calderwood & Harkness LLP (the "Firm") convened a duly noticed special meeting on May 14, 2024, at 10:00 a.m. Central Time, in Conference Room 42-A of the Firm's Chicago office, located at One North Wacker Drive, Suite 4200, Chicago, Illinois 60606, to consider the proposed engagement designated as Matter No. 1031-00001 (the "Proposed Engagement"). Certain members and attendees participated via the Firm's secure videoconference platform.

The meeting was chaired by Lawrence Keating, Senior Partner and Chair of the Conflicts Committee. The following individuals were in attendance:

• Lawrence Keating, Senior Partner and Chair, Conflicts Committee (voting member);

• Helen Drazkowski, General Counsel of Calderwood & Harkness LLP (voting member);

• Colleen Farrow, Director, Conflicts & New Business (non-voting, advisory capacity);

• Rachel Bernstein, Partner, Privacy & Data Security Group (non-voting participant; responsible partner for the Proposed Engagement);

• Jonathan Mercer, Partner, intellectual Property / Patent Litigation Group (non-voting participant; responsible partner for the existing conflicting engagement, Matter No. 1031-00001).

Rachel Bernstein and Jonathan Mercer attended the meeting solely for the purpose of providing factual information to the Committee regarding, respectively, the Proposed Engagement and the existing client relationship that gives rise to the conflict under consideration. Neither Ms. Bernstein nor Mr. Mercer participated in the Committee's deliberations or the vote on this Resolution.

The Committee acts pursuant to and in accordance with its authority under the Firm's Conflicts of Interest Policy (the "Policy"), as most recently amended and adopted by the Management Committee on September 1, 2023, which vests the Conflicts Committee with the exclusive authority to make final determinations regarding the acceptance or declination of proposed client engagements where an unresolvable or potentially unresolvable conflict of interest has been identified. The Committee further acts in accordance with its obligations under the applicable provisions of the Illinois Rules of Professional Conduct, as adopted by the Supreme Court of Illinois, including, without limitation:

• Rule 1.7 (Conflict of Interest: Current Clients);

• Rule 1.9 (Duties to Former Clients); and

• Rule 1.10 (Imputation of Conflicts of Interest: General Rule).

Having reviewed all materials submitted in connection with the intake of Matter No. 1031-00001, including the initial new-matter intake form, the Round 1 and Round 2 conflicts search reports prepared by the Conflicts & New Business Department, the ethics analysis memorandum prepared by Associate Nadia Petrov under the supervision of Associate Devon Archer, the oral presentations of Rachel Bernstein and Jonathan Mercer, and such other materials as the Committee deemed relevant, the Committee hereby adopts the following Resolution. This Resolution was reached unanimously by all voting members of the Committee.

II. IDENTIFICATION OF THE PROPOSED ENGAGEMENT (MATTER NO. 1031-00001)

A. Prospective Client

The prospective client is Metropolitan Transit Development Corp. ("MTDC"), a unit of local government and special-purpose transit authority organized and existing under the Illinois Local Mass Transit District Act (70 ILCS 3610/1 et seq.), with its principal offices located at 550 West Harrison Street, Suite 1400, Chicago, Illinois 60607. MTDC's Employer Identification Number is 36-6041928.

The following MTDC personnel are identified as the principal contacts for the Proposed Engagement:

• Terrence Whitfield, General Counsel;

• Lucia Marchetti, Chief Information Security Officer ("CISO"); and

• Darnell Okafor, Executive Director.

MTDC operates bus, commuter rail, and paratransit services across Cook County and the five surrounding "collar" counties (DuPage, Kane, Lake, McHenry, and Will Counties), serving approximately 1.6 million daily riders. MTDC's annual operating budget is approximately $3.2 billion, funded through a combination of fare revenues, state and federal transit subsidies, sales tax allocations, and general obligation and revenue bond issuances. MTDC is a significant public-sector entity whose operations are essential to the economic infrastructure of the greater Chicago metropolitan area.

B. Nature and Scope of the Proposed Engagement

The Proposed Engagement would encompass multiple related workstreams arising from MTDC's deployment of a biometric workforce-management platform. The specific scope of the representation, as described by Rachel Bernstein and as set forth in the preliminary engagement letter drafted but not yet issued, includes the following:

1. Defense of Civil Investigative Demand. MTDC seeks representation in connection with a Civil Investigative Demand ("CID") issued by the Illinois Attorney General's Bureau of Civil Rights on April 22, 2024, bearing reference number CRB-2024-0417 (the "AG CID"). The AG CID alleges potential violations of the Illinois Biometric Information Privacy Act ("BIPA"), 740 ILCS 14/1 et seq., and the Illinois Personal Information Protection Act ("PIPA"), 815 ILCS 530/1 et seq., arising from MTDC's collection, use, storage, and dissemination of biometric identifiers and biometric information of its employees through the biometric workforce-management platform deployed at MTDC facilities. The Illinois Attorney General has designated Ridgeway & Falk LLP (Diane Falk, lead partner), of Springfield, Illinois, as outside special counsel to assist the Bureau of Civil Rights in this matter.

2. Defense of Putative Employee Class Action. MTDC further seeks representation in connection with a putative employee class action filed on April 29, 2024, in the Circuit Court of Cook County, Chancery Division, captioned Williams et al. v. Metropolitan Transit Development Corp., Case No. 2024-CH-04417 (the "Class Action"). The Class Action is brought on behalf of approximately 12,400 current and former MTDC employees and alleges violations of BIPA arising from the same biometric workforce-management platform at issue in the AG CID. The putative class is represented by Kessler, Brandt & O'Neill LLP, with Martin Kessler serving as lead class counsel and Yolanda Brandt serving as co-class counsel.

3. Remediation Advisory Services. MTDC seeks advice on the remediation of its biometric-data collection, storage, and dissemination practices, including the development of compliant notice-and-consent procedures, data-retention and data-destruction protocols, and revised workforce-monitoring policies to conform to BIPA and PIPA requirements.

4. Cross-Claims and Indemnification Proceedings. MTDC anticipates asserting cross-claims and indemnification demands against its technology vendors, including, in particular, Pinnacle Workforce Analytics, Inc. ("Pinnacle"), the developer and licensor of the biometric workforce-management platform at issue. Such claims would be asserted under the terms of the Master Software License and Services Agreement between MTDC and Pinnacle (described in greater detail in Section III.E below), as well as under common-law theories of contribution and indemnification.

5. Related Employment Counseling. MTDC seeks related employment counseling concerning its workforce-monitoring policies, including guidance on the intersection of BIPA compliance with collective bargaining agreements applicable to MTDC's unionized workforce.

The Committee notes that MTDC's existing outside litigation counsel, Hargrove, Tillman & Reese LLP (Constance Hargrove, lead partner), referred MTDC to Calderwood & Harkness specifically for the Firm's recognized expertise in BIPA litigation and biometric privacy compliance matters. Hargrove, Tillman & Reese LLP does not maintain BIPA-specific subject-matter expertise and is unable to serve as lead counsel on the AG CID or Class Action matters.

C. Proposed Engagement Team and Fee Estimates

The proposed engagement team for Matter No. 1031-00001, as identified in the preliminary engagement letter, would consist of the following attorneys:

The Firm's preliminary fee estimate for the Proposed Engagement, based on the anticipated scope of work across all workstreams over a projected 18- to 24-month engagement period, is in the range of $3,500,000 to $5,200,000, inclusive of attorney time but exclusive of disbursements, expert-witness fees, and third-party vendor costs (e.g., e-discovery, forensic data analysis). This estimate was prepared by Rachel Bernstein in consultation with Miriam Calloway, based on their collective experience with matters of comparable scope and complexity.

For context, MTDC's annual outside-counsel budget is approximately $14.8 million, allocated across multiple law firms and practice areas. The Proposed Engagement would represent a significant new-client relationship for the Firm.

D. Estimated Exposure of the Prospective Client

MTDC's potential financial exposure in connection with the AG CID and the Class Action is substantial. BIPA provides for statutory damages of $1,000 per violation for negligent violations and $5,000 per violation for intentional or reckless violations. 740 ILCS 14/20. Based on the putative class size of approximately 12,400 current and former employees, the range of potential statutory damages exposure is as follows:

• Negligent violation floor: 12,400 class members × $1,000/violation = $12,400,000

• Intentional/reckless violation ceiling: 12,400 class members × $5,000/violation = $62,000,000

This exposure estimate was prepared and validated by MTDC's consulting actuary, Lakefront Actuarial Advisors, LLC (Felix Drummond, FSA, MAAA), and provided to Rachel Bernstein during the preliminary intake discussions. The estimate does not account for the potential aggregation of multiple BIPA violations per class member (e.g., separate violations for collection, storage, and dissemination), which could substantially increase the total exposure. Nor does the estimate account for attorneys' fees, costs of injunctive relief, or any penalties that might be imposed in connection with the AG's enforcement action.

Additionally, MTDC faces potential exposure arising from bond-covenant and continuing-disclosure implications. A material adverse judgment or settlement could trigger reporting obligations under MTDC's continuing-disclosure undertakings and may implicate financial covenants in its outstanding bond indentures. MTDC's fiscal agent and bond trustee is Meridian Trust National Bank (Angela Tran, Chief Fiduciary Officer).

E. Intake Timeline

The chronology of the intake process for Matter No. 1031-00001 is as follows:

• May 6, 2024: Initial telephone call between MTDC General Counsel Terrence Whitfield and Rachel Bernstein, during which Mr. Whitfield described the nature of the proposed representation and the urgency of MTDC's need for BIPA-experienced counsel. No substantive confidential information regarding the AG CID or Class Action was exchanged during this call.

• May 9, 2024: Rachel Bernstein submitted a new-matter intake request through the Firm's intake system, and Matter No. 1031-00001 was opened in the Firm's conflicts database. The Conflicts & New Business Department, under Colleen Farrow's supervision, conducted a Round 1 conflicts search against the Firm's client and matter databases, running all identified parties (MTDC, named plaintiffs, attorneys of record, the Illinois Attorney General, and known technology vendors).

• May 10, 2024: The Round 1 conflicts report was issued by the Conflicts & New Business Department. The report identified a conflict arising from the Firm's existing representation of Pinnacle Workforce Analytics, Inc. (Matter No. 1031-00001), a technology vendor that was identified in the intake materials as MTDC's biometric workforce-management platform provider and a potential target of cross-claims and indemnification demands.

• May 13, 2024: A supplemental Round 2 conflicts search was completed, expanding the scope of the search to include all affiliated entities, subsidiaries, officers, directors, and additional parties identified through further review of the AG CID and Class Action complaint. The Round 2 search confirmed the Pinnacle conflict and identified no additional conflicts. Rachel Bernstein escalated the matter to the Conflicts Committee pursuant to Section 4.3(b) of the Firm's Conflicts of Interest Policy.

• May 14, 2024: The Conflicts Committee convened the present meeting to consider and resolve the matter.

III. IDENTIFICATION OF THE EXISTING CLIENT ENGAGEMENT (MATTER NO. 1031-00001)

A. Existing Client

The existing client is Pinnacle Workforce Analytics, Inc. ("Pinnacle"), a corporation organized under the laws of the State of Delaware, with its principal offices located at 11900 Sunrise Valley Drive, Suite 500, Reston, Virginia 20191. Pinnacle's Employer Identification Number is 54-2198437. Pinnacle's registered agent in Delaware is Cobalt Ridge Technologies, 1209 Orange Street, Wilmington, Delaware 19801.

The following Pinnacle personnel are identified as the principal contacts for the existing engagement:

• Gregory Harmon, Chief Executive Officer; and

• Sandra Yee, General Counsel.

Pinnacle is a technology company that develops, licenses, and supports biometric workforce-management software solutions for enterprise and public-sector clients. Pinnacle's flagship product is TruScan 360, an AI-powered timekeeping, scheduling, and workforce-management platform that utilizes fingerprint recognition, facial-geometry analysis, and iris-scan data to authenticate employee identity for time-and-attendance tracking and facility access control. TruScan 360 is deployed across multiple industries, including healthcare, transportation, logistics, and government, and is utilized by hundreds of enterprise clients nationwide. Pinnacle's annual revenues are approximately $485 million.

B. Nature of the Existing Representation

Calderwood & Harkness has represented Pinnacle since 2019, initially in connection with patent-prosecution and intellectual-property advisory matters. The current active engagement, designated as Matter No. 1031-00001, was opened on March 14, 2022, and encompasses patent-licensing and patent-enforcement matters related to TruScan 360's core biometric-recognition algorithms.

The principal active litigation within Matter No. 1031-00001 is Pinnacle Workforce Analytics, Inc. v. Veritas Biometrics Corp., filed September 6, 2022, in the United States District Court for the Eastern District of Virginia, Case No. 1:22-cv-01533 (the "Patent Action"). In the Patent Action, the Firm represents Pinnacle as plaintiff, asserting claims of patent infringement against Veritas Biometrics Corp. ("Veritas"), a competitor in the biometric workforce-management software market. Veritas is a Delaware corporation headquartered in San Jose, California; its Chief Executive Officer is Randall Cho, and it is represented in the Patent Action by Whitmore & Sato LLP (Akira Sato, lead partner).

The Patent Action involves claims that Veritas's competing biometric workforce-management platform infringes upon multiple Pinnacle patents covering TruScan 360's proprietary biometric-recognition algorithms, including patents relating to multi-modal biometric fusion, adaptive facial-geometry mapping, and secure biometric-data tokenization. The Firm's advocacy on Pinnacle's behalf in the Patent Action necessarily includes the presentation and defense of TruScan 360's technical capabilities, commercial value, market significance, and the legitimacy and innovation of its biometric-data collection and processing methods.

C. Existing Engagement Team and Financial Relationship

The engagement team for Matter No. 1031-00001 consists of:

For the fiscal year ending December 31, 2023, the Firm recorded actual billings from Pinnacle in the amount of $2,137,500 for work performed under Matter No. 1031-00001 and related sub-matters. The Patent Action remains in active discovery, with a trial date anticipated in the first half of 2025, and billings for FY 2024 are projected to be comparable to or in excess of FY 2023 levels.

D. Confidential Information in the Firm's Possession

In connection with its representation of Pinnacle in the Patent Action and related matters, the Firm has received and currently possesses extensive confidential and proprietary information belonging to Pinnacle that is directly relevant to TruScan 360. This information includes, but is not limited to:

• Technical specifications of TruScan 360's biometric-recognition algorithms, including multi-modal fusion protocols and accuracy benchmarks;

• Source-code architecture summaries and code-module descriptions for TruScan 360's core software components;

• Data-flow diagrams depicting the collection, processing, storage, transmission, and deletion pathways for biometric data within TruScan 360;

• Pinnacle's internal biometric-data retention policies, including policies governing the duration and manner of storage of fingerprint templates, facial-geometry scans, and iris-scan data;

• Algorithm design documents, including Pinnacle's proprietary research and development materials related to adaptive facial-geometry mapping and biometric-data tokenization;

• Patent-prosecution correspondence with the United States Patent and Trademark Office, including prior-art analyses, claim-construction arguments, and inventor declarations; and

• Licensing agreements, royalty structures, and commercial deployment data reflecting TruScan 360's market penetration and client base.

This information is subject to the Firm's duties of confidentiality under Illinois Rule of Professional Conduct 1.6, and its disclosure or use adverse to Pinnacle's interests is strictly prohibited. As discussed more fully in Section IV below, this confidential information bears directly on the BIPA claims and biometric-data practices at issue in the Proposed Engagement.

E. Connection Between Pinnacle and the Proposed MTDC Matter

The connection between the Firm's existing representation of Pinnacle and the Proposed Engagement is direct, substantial, and inextricable. The Committee finds the following:

1. Contractual Relationship. Pinnacle sold and deployed TruScan 360 to MTDC pursuant to a Master Software License and Services Agreement ("MSLA") dated June 15, 2021, with a five-year initial term running from June 15, 2021 through June 14, 2026, and an optional three-year renewal term at MTDC's election. The total contract value of the MSLA is $8,700,000 ($1,740,000 per year), covering software licensing fees, implementation services, ongoing maintenance and support, and periodic software updates. The MSLA includes standard representations and warranties regarding legal compliance, as well as indemnification provisions that MTDC may seek to invoke in connection with the BIPA claims.

2. Pinnacle as Named Responsible Party. Pinnacle is identified as a "responsible party" in the AG CID (Ref. No. CRB-2024-0417). Rachel Bernstein informed the Committee that, based on her review of the AG CID and discussions with Constance Hargrove of Hargrove, Tillman & Reese LLP, the Illinois Attorney General has indicated that it may name Pinnacle as a co-respondent in any enforcement action arising from the AG CID. Thus, the Firm would potentially be defending MTDC in a proceeding where its existing client, Pinnacle, is a co-respondent or adverse party.

3. Anticipated Cross-Claims and Indemnification Demands. MTDC's litigation strategy, as described by Terrence Whitfield to Rachel Bernstein during the May 6, 2024 intake call, contemplates the assertion of cross-claims and indemnification demands against Pinnacle under the MSLA and under common-law contribution and indemnification theories. These cross-claims would seek to shift liability for the BIPA violations alleged in the AG CID and Class Action to Pinnacle as the developer, licensor, and deployer of the biometric workforce-management platform.

4. Irreconcilable Legal Positions. The Proposed Engagement would require the Firm to argue, on MTDC's behalf, that TruScan 360's biometric-data collection, storage, and dissemination practices violate BIPA — specifically, that TruScan 360's methods of capturing, processing, and retaining fingerprint, facial-geometry, and iris-scan data fail to comply with BIPA's notice, consent, data-retention, and data-destruction requirements. This legal position is diametrically opposed to the position the Firm champions on Pinnacle's behalf in the Patent Action (Matter No. 1031-00001), where the Firm advocates for TruScan 360's legitimacy, innovation, technical sophistication, and commercial value. The Firm cannot simultaneously argue that TruScan 360 represents a lawful and innovative advancement in biometric workforce management (as required in the Patent Action) and that TruScan 360 constitutes an unlawful biometric-surveillance tool that violates Illinois privacy statutes (as would be required in the MTDC defense and cross-claims).

IV. CONFLICTS ANALYSIS

A. Illinois Rule of Professional Conduct 1.7(a)(1) — Direct Adversity

Illinois Rule of Professional Conduct 1.7(a)(1) provides that a lawyer shall not represent a client if the representation involves a concurrent conflict of interest, which exists if "the representation of one client will be directly adverse to another client." Ill. R. Prof'l Conduct 1.7(a)(1).

The Committee finds that the representation of MTDC in the Proposed Engagement would be directly adverse to Pinnacle, a current client of the Firm. This finding is supported by three independent bases, any one of which would be sufficient to establish direct adversity:

First, Pinnacle is a named "responsible party" in the AG CID (Ref. No. CRB-2024-0417), and the Illinois Attorney General has indicated that Pinnacle may be named as a co-respondent in any enforcement action arising from the CID. Representation of MTDC in defending against the AG CID would place the Firm in a position of defending one client (MTDC) in a proceeding in which another current client (Pinnacle) is identified as a responsible party and a potential co-respondent. Even if Pinnacle were not formally joined as a party, the AG's investigation and any resulting enforcement action would necessarily scrutinize Pinnacle's conduct and TruScan 360's data practices — matters directly adverse to Pinnacle's interests.

Second, MTDC's anticipated cross-claims and indemnification demands under the MSLA would be asserted directly against Pinnacle. The Firm would be required to prosecute affirmative claims against its own current client, seeking to hold Pinnacle financially responsible for the BIPA liabilities at issue. This constitutes the paradigmatic case of direct adversity: the assertion of claims by one client of the firm against another current client of the firm.

Third, the legal characterization of TruScan 360 required in the Proposed Engagement is directly adverse to Pinnacle's interests in the Patent Action. In the Patent Action, the Firm advocates for TruScan 360 as a legitimate, innovative, and commercially valuable technology platform, the proprietary algorithms of which merit patent protection and enforcement. In the Proposed Engagement, the Firm would be required to characterize TruScan 360 as an instrument of unlawful biometric surveillance whose data practices violate Illinois privacy statutes. These positions cannot coexist. Advocating one position necessarily undermines the other, and the reputational, legal, and commercial harm to Pinnacle from the Firm's adoption of the adverse characterization would be immediate and concrete.

Conclusion: Direct adversity exists under Illinois Rule of Professional Conduct 1.7(a)(1).

B. Illinois Rule of Professional Conduct 1.7(a)(2) — Material Limitation

Illinois Rule of Professional Conduct 1.7(a)(2) provides that a concurrent conflict of interest also exists if "there is a significant risk that the representation of one or more clients will be materially limited by the lawyer's responsibilities to another client, a former client or a third person or by a personal interest of the lawyer." Ill. R. Prof'l Conduct 1.7(a)(2).

The Committee finds that a significant risk exists that the Firm's representation of MTDC in the Proposed Engagement would be materially limited by the Firm's responsibilities to Pinnacle, and that the Firm's representation of Pinnacle in the existing Patent Action would be materially limited by the Firm's responsibilities to MTDC if the Proposed Engagement were accepted. This finding is supported by the following considerations:

First, the two matters involve the same technology platform — TruScan 360 — and overlapping factual questions regarding its biometric-data collection, storage, processing, and dissemination practices. The factual predicate of the MTDC defense and cross-claims is substantially identical to the factual foundation of the Firm's patent-enforcement work for Pinnacle: the technical architecture, data-handling protocols, and operational characteristics of TruScan 360. Attorneys working on one matter could not effectively advocate for their client's position without awareness that the Firm is simultaneously advocating the contrary position in the other matter.

Second, the Firm possesses extensive confidential information belonging to Pinnacle that is directly relevant to the claims MTDC would assert or defend against. The Firm's knowledge of TruScan 360's source-code architecture, data-flow diagrams, biometric-data retention policies, and algorithm design documents would provide an unfair and impermissible informational advantage in the prosecution of cross-claims against Pinnacle. Conversely, the Firm's duty to protect Pinnacle's confidences would materially limit the Firm's ability to pursue all available avenues of defense and cross-claim on MTDC's behalf. The Firm would be unable to use information it possesses that would be beneficial to MTDC, and it would be unable to advise MTDC fully regarding the strengths and weaknesses of cross-claims against Pinnacle because doing so would risk disclosure of Pinnacle's confidential information.

Third, the legal positions required in each matter are irreconcilable. As discussed in Section IV.A above, the Firm would be required to argue simultaneously that TruScan 360's biometric capabilities constitute unlawful surveillance tools (in the MTDC defense and cross-claims) and that those same capabilities are legitimate, innovative, and commercially valuable (in the Pinnacle Patent Action). This positional conflict would materially limit the Firm's ability to advocate zealously for either client, as the adoption of a litigation position in one matter would create admissions, estoppel risks, and credibility concerns that would undermine the Firm's advocacy in the other.

Conclusion: Material limitation exists under Illinois Rule of Professional Conduct 1.7(a)(2).

C. Illinois Rule of Professional Conduct 1.7(b) — Waivability Assessment

Having determined that a concurrent conflict of interest exists under both Rule 1.7(a)(1) and Rule 1.7(a)(2), the Committee must next assess whether the conflict is waivable — that is, whether the Firm may nonetheless proceed with the Proposed Engagement upon obtaining informed consent from both affected clients.

Illinois Rule of Professional Conduct 1.7(b) provides that, notwithstanding the existence of a concurrent conflict of interest under Rule 1.7(a), a lawyer may represent a client if:

(1) the lawyer reasonably believes that the lawyer will be able to provide competent and diligent representation to each affected client;

(2) the representation is not prohibited by law;

(3) the representation does not involve the assertion of a claim by one client against another client represented by the lawyer in the same litigation or other proceeding before a tribunal; and

(4) each affected client gives informed consent, confirmed in writing.

Ill. R. Prof'l Conduct 1.7(b).

The Committee finds that the conflict presented by the Proposed Engagement does not satisfy the prerequisites for waivability under Rule 1.7(b). The Committee's analysis of each element is as follows:

Element (1): Reasonable Belief in Competent and Diligent Representation. The Committee finds that no reasonable lawyer could conclude that the Firm would be able to provide competent and diligent representation to both MTDC and Pinnacle if the Proposed Engagement were accepted. This finding is based on three independent grounds:

(i) Diametrically Opposed Positions Regarding the Same Technology Platform. The Proposed Engagement would require the Firm to take legal and factual positions regarding TruScan 360 that are diametrically opposed to the positions the Firm takes on Pinnacle's behalf in the Patent Action. A lawyer cannot competently and diligently argue that TruScan 360's biometric capabilities are unlawful in one proceeding while simultaneously arguing that those same capabilities are legitimate and innovative in another. The cognitive dissonance, credibility impairment, and strategic constraints inherent in such simultaneous advocacy preclude any reasonable conclusion that both clients would receive competent and diligent representation.

(ii) Possession of Directly Material Confidential Information. The Firm's possession of Pinnacle's confidential technical architecture, data-handling policies, and algorithm design documents — information that is directly material to MTDC's BIPA defense and cross-claims — creates an inherent and irremediable impediment to competent representation. The Firm could not use this information on MTDC's behalf without violating its duties to Pinnacle, and it could not refrain from using this information without failing to provide MTDC with the benefit of all available relevant knowledge. This informational asymmetry is not a theoretical concern; it is a concrete and unavoidable obstacle to competent representation of both clients.

(iii) Substantial Relatedness of the Matters. The two matters involve overlapping factual issues (the design, operation, and data practices of TruScan 360), overlapping legal theories (the characterization of TruScan 360's biometric capabilities under both patent law and Illinois privacy statutes), and a direct relationship between the parties (MTDC is Pinnacle's licensee under the MSLA, and Pinnacle is a named responsible party in the AG CID). The degree of overlap is so substantial that independent, competent advocacy for each client is not feasible.

Element (3): Claims by One Client Against Another in the Same Proceeding. While MTDC's anticipated cross-claims against Pinnacle may not yet have been filed in the same proceeding as the Patent Action, the Committee notes that the Proposed Engagement expressly contemplates the assertion of cross-claims and indemnification demands by MTDC against Pinnacle. The filing of such cross-claims would place the Firm in the position of asserting claims by one client (MTDC) against another current client (Pinnacle) before a tribunal, which is categorically prohibited under Rule 1.7(b)(3) and is not subject to waiver by client consent. Even if the cross-claims were to be filed in a separate proceeding from the Patent Action, the practical effect is substantially identical: the Firm would be prosecuting affirmative claims against its own client.

For the foregoing reasons, the Committee finds that the conflict arising from the Proposed Engagement is not consentable — that is, it cannot be cured by obtaining informed consent from either or both affected clients. Accordingly, seeking waivers from MTDC or Pinnacle would be inappropriate, as doing so would suggest that the conflict could be resolved through consent when, in the Committee's determination, it cannot.

Conclusion: The conflict is unwaivable under Illinois Rule of Professional Conduct 1.7(b).

D. Illinois Rule of Professional Conduct 1.9 (Former-Client Duties) and Rule 1.10 (Imputation)

For the sake of completeness, the Committee addresses the applicability of Rules 1.9 and 1.10.

Rule 1.9 (Former-Client Duties). Illinois Rule of Professional Conduct 1.9 governs duties owed to former clients. Because Pinnacle is a current client of the Firm — Matter No. 1031-00001 remains active, with ongoing litigation and regular billings — Rule 1.9 is not applicable to the present analysis. The Committee's determination rests entirely on the concurrent-conflict provisions of Rule 1.7. Should Pinnacle at any point become a former client of the Firm, Rule 1.9's protections would independently bar representation adverse to Pinnacle in a matter substantially related to the prior representation, given the extent of the Firm's possession of Pinnacle's confidential information.

Rule 1.10 (Imputation). Illinois Rule of Professional Conduct 1.10 provides that, while lawyers are associated in a firm, none of them shall knowingly represent a client when any one of them practicing alone would be prohibited from doing so by Rules 1.7 or 1.9. The Committee considered whether the conflict could be cured through the implementation of an ethical screen (sometimes referred to as a "Chinese wall") between the Pinnacle engagement team (Jonathan Mercer, Priya Subramaniam) and the proposed MTDC engagement team (Rachel Bernstein, Miriam Calloway, Devon Archer, Nadia Petrov).

The Committee finds that screening is not available to cure the conflict in this case. The Illinois Rules of Professional Conduct permit screening to cure imputed conflicts only in limited circumstances, primarily where the conflict arises from a lawyer's prior association with another firm (i.e., a lateral-hire situation) and the personally disqualified lawyer is timely screened from participation. See Ill. R. Prof'l Conduct 1.10(a)(2). Here, the conflict does not arise from a lateral hire; it arises from the concurrent representation of two clients by current partners of the Firm. Jonathan Mercer has been a partner at Calderwood & Harkness since 2017 and has represented Pinnacle since 2019. The Illinois Rules do not permit screening to cure a current-client concurrent conflict of this nature. Moreover, even if screening were theoretically available, the Committee finds that it would be inadequate given the degree of overlap between the matters, the Firm's institutional possession of Pinnacle's confidential information, and the irreconcilable positional conflict described above.

The Committee acknowledges and incorporates by reference the ethics analysis memorandum prepared by Nadia Petrov under Devon Archer's supervision, dated May 13, 2024, which reached conclusions consistent with the Committee's analysis on all points addressed herein.

V. FINANCIAL CONSIDERATIONS

The Committee has considered the financial implications of declining the Proposed Engagement:

• Estimated foregone fees from declining the Proposed Engagement: $3,500,000 to $5,200,000, representing the Firm's preliminary estimate of total fees over the projected 18- to 24-month engagement period.

• Annual billings from Pinnacle (FY 2023 actual): $2,137,500, with FY 2024 billings projected to be comparable to or in excess of FY 2023 levels.

• Net financial impact: Declining the Proposed Engagement will result in the Firm foregoing significant new revenue. However, acceptance of the Proposed Engagement would jeopardize the Firm's existing relationship with Pinnacle, a client that has generated consistent and substantial billings since 2019 and that represents an ongoing and deepening engagement with a trial date anticipated in the first half of 2025.

The Committee emphasizes that financial considerations do not alter the ethical analysis set forth in Section IV above. The conflict arising from the Proposed Engagement is unwaivable under Illinois Rule of Professional Conduct 1.7(b), and the Firm is therefore prohibited from accepting the engagement regardless of the relative financial significance of either client relationship. The Committee would reach the same determination irrespective of the fee estimates associated with either matter.

The Committee further notes that no fees were generated and no billable time was recorded in connection with the intake process for Matter No. 1031-00001. The conflicts review and this Resolution are internal administrative matters of the Firm, and no charges will be or have been billed to any client. The total billings and disbursements for Matter No. 1031-00001 are $0.

VI. DETERMINATION AND DIRECTIVES

A. Formal Determination

Based upon the foregoing analysis, and having considered all materials submitted in connection with the intake of Matter No. 1031-00001, the presentations of Rachel Bernstein and Jonathan Mercer, the ethics analysis memorandum of Nadia Petrov, and such other information as the Committee deemed relevant, the Conflicts Committee hereby unanimously determines that:

1. The proposed engagement of Metropolitan Transit Development Corp. (Matter No. 1031-00001) presents an unwaivable conflict of interest with the Firm's existing representation of Pinnacle Workforce Analytics, Inc. (Matter No. 1031-00001) under Illinois Rules of Professional Conduct 1.7(a)(1) (direct adversity), 1.7(a)(2) (material limitation), and 1.7(b) (waivability);

2. The conflict cannot be cured by informed consent, screening, or any other remedial measure available under the Illinois Rules of Professional Conduct; and

3. The proposed engagement of Metropolitan Transit Development Corp. (Matter No. 1031-00001) is hereby declined.

B. Directives. The Committee issues the following directives, each of which shall be implemented promptly and in accordance with the timelines specified below:

1. Notification to Prospective Client. Rachel Bernstein shall notify MTDC General Counsel Terrence Whitfield of the declination of the Proposed Engagement in writing no later than May 16, 2024. The declination letter shall be drafted in appropriately general terms, stating that the Firm has identified a conflict of interest that prevents the Firm from accepting the engagement. The declination letter shall not reveal the identity of the existing client (Pinnacle), the nature of the existing engagement (Matter No. 1031-00001), or any details regarding the basis for the conflict, consistent with the Firm's obligations of confidentiality to its existing client under Illinois Rule of Professional Conduct 1.6. The declination letter shall be reviewed and approved by Helen Drazkowski prior to transmission.

2. Referral to Alternative Counsel. In connection with the declination notification, Rachel Bernstein shall provide MTDC with referrals to qualified alternative counsel possessing recognized expertise in BIPA litigation and compliance and having no conflicts of interest with respect to the MTDC matter. The Committee specifically identifies the following firms as appropriate referrals:

• Aldridge, Paulson & Cho LLP (Victoria Aldridge, lead partner), Chicago, Illinois; and

• Northfield McKay LLP (Damien Northfield, lead partner), Chicago, Illinois.

Rachel Bernstein may identify additional qualified firms in her professional judgment, provided that she confirms the absence of any known conflicts before making such referrals.

3. Confirmation of No Attorney-Client Relationship. The declination letter shall expressly confirm that no attorney-client relationship was formed between Calderwood & Harkness LLP and Metropolitan Transit Development Corp. at any point during the intake process. The letter shall further confirm that the Firm did not receive any substantive confidential information from MTDC during the intake process and that the Firm has no obligation to preserve or protect any information communicated by MTDC during the preliminary intake discussions.

4. Protection of Pinnacle Confidential Information. Colleen Farrow, in consultation with Jonathan Mercer, shall conduct a review and provide written confirmation, no later than May 17, 2024, that no confidential information belonging to Pinnacle was disclosed, directly or indirectly, to any member of the proposed MTDC engagement team (Rachel Bernstein, Miriam Calloway, Devon Archer, or Nadia Petrov) during the intake process. This confirmation shall include a review of all electronic communications, document access logs, and database queries generated during the intake period (May 6–14, 2024) to ensure that no Pinnacle-related documents, work product, or privileged materials were accessed by the proposed MTDC team.

5. Matter Closure. Colleen Farrow shall process the closure of Matter No. 1031-00001 in all Firm systems — including the Firm's matter-management system, billing system, conflicts database, and document-management system — no later than May 17, 2024. The reason for closure shall be recorded as: "Conflicts Declination — Unwaivable Current-Client Conflict (Conflicts Committee Resolution dated May 14, 2024)." The matter shall reflect zero billings and zero disbursements.

6. Conflicts Database Update. Colleen Farrow shall update the Firm's conflicts database no later than May 17, 2024, to reflect the following:

• MTDC is recorded as a declined prospective client;

• The nature of the conflict is recorded as an unwaivable concurrent conflict under Rules 1.7(a)(1), 1.7(a)(2), and 1.7(b);

• A cross-reference to Pinnacle Matter No. 1031-00001 is added to the MTDC entry; and

• A reciprocal cross-reference to MTDC Matter No. 1031-00001 is added to the Pinnacle entry.

7. Document Retention. All internal work product generated during the intake process for Matter No. 1031-00001 — including, without limitation, the Round 1 and Round 2 conflicts search reports, the ethics analysis memorandum prepared by Nadia Petrov, all internal correspondence and memoranda related to the intake, the minutes of this Committee meeting, and this Resolution — shall be retained in accordance with the Firm's seven-year document retention policy, classified under Retention Category: Declined Engagements — Conflicts. Access to the retained materials shall be restricted to members of the Conflicts Committee, the General Counsel's office, and the Conflicts & New Business Department.

8. Notification to Pinnacle Engagement Partner. Colleen Farrow shall provide Jonathan Mercer with written confirmation, no later than May 17, 2024, that the conflicting matter (Matter No. 1031-00001) has been declined and closed, and that Pinnacle's confidential information was protected throughout the intake process. This notification shall not disclose the identity of the declined prospective client (MTDC) or the nature of the proposed engagement, except to the extent that such information was already provided to Mr. Mercer during his attendance at this Committee meeting. The notification shall be limited to the confirmation that the matter was declined on conflicts grounds and that no breach of Pinnacle's confidentiality occurred.

9. Quarterly Reporting. This matter shall be included in the Conflicts Committee's Q2 2024 quarterly report to the Management Committee, as required by Section 6.2 of the Firm's Conflicts of Interest Policy. The broader-distribution version of the quarterly report, which is circulated to all partners, shall reference the declination by Matter Number (1031-00001) and the general nature of the conflict (unwaivable current-client concurrent conflict) but shall not identify Pinnacle by name or provide details that would permit identification of the existing client or the existing engagement. The restricted-distribution version of the quarterly report, provided only to members of the Management Committee, may include the full details set forth in this Resolution.

VII. CERTIFICATION OF UNANIMITY

The undersigned hereby certifies that the determination set forth in this Resolution was reached unanimously by all voting members of the Conflicts Committee present at the special meeting held on May 14, 2024. The concurring voting members are:

1. Lawrence Keating, Senior Partner and Chair, Conflicts Committee;

2. Helen Drazkowski, General Counsel of Calderwood & Harkness LLP.

The Committee notes for the record that Rachel Bernstein (Partner, Privacy & Data Security) and Jonathan Mercer (Partner, intellectual Property / Patent Litigation) attended the meeting as non-voting participants to provide factual information regarding, respectively, the Proposed Engagement and the existing client relationship. Neither Ms. Bernstein nor Mr. Mercer participated in the Committee's deliberations on the merits of the conflicts analysis, the waivability determination, or the issuance of directives. Neither Ms. Bernstein nor Mr. Mercer voted on this Resolution.

Colleen Farrow, Director, Conflicts & New Business, attended in a non-voting, advisory capacity to present the conflicts search reports and to respond to the Committee's questions regarding the intake process.

The Committee is satisfied that the deliberative process was conducted in full compliance with the Firm's Conflicts of Interest Policy and the applicable provisions of the Illinois Rules of Professional Conduct.

VIII. SIGNATURE

This Resolution is adopted and executed as of the date first set forth above.

CALDERWOOD & HARKNESS LLP CONFLICTS COMMITTEE

By: ________

Name: Lawrence Keating

Title: Senior Partner and Chair, Conflicts Committee

Date: May 14, 2024

NOTICE: This Resolution is an internal privileged document of Calderwood & Harkness LLP, prepared by and at the direction of the Firm's General Counsel in connection with the Firm's professional-responsibility and conflicts-management functions. This Resolution constitutes attorney work product and is protected by the attorney-client privilege, the work-product doctrine, and such other protections as may be applicable. This Resolution shall not be disclosed to any party outside the Firm without the prior written approval of the General Counsel of Calderwood & Harkness LLP.

DISTRIBUTION:

File Copies:

• Matter No. 1031-00001 (Declined — Metropolitan Transit Development Corp.)

• Cross-Reference: Matter No. 1031-00001 (Active — Pinnacle Workforce Analytics, Inc.)

Role	Attorney	Practice Group	Proposed Hourly Rate
Responsible Partner	Rachel Bernstein	Privacy & Data Security	$1,150/hr
Billing Partner	Miriam Calloway	Healthcare & Life Sciences	$1,150/hr
Lead Associate	Devon Archer	Labor & Employment	$785/hr
Working Associate	Nadia Petrov	Labor & Employment	$625/hr
Role	Attorney	Practice Group
Responsible and Billing Partner	Jonathan Mercer	Intellectual Property / Patent Litigation
Lead Associate	Priya Subramaniam	Intellectual Property
Recipient	Capacity
Lawrence Keating	Chair, Conflicts Committee
Helen Drazkowski	General Counsel
Colleen Farrow	Director, Conflicts & New Business
Rachel Bernstein	Responsible Partner, Matter No. 1031-00001
Jonathan Mercer	Responsible Partner, Matter No. 1031-00001

RESOLUTION OF THE CONFLICTS COMMITTEE OF CALDERWOOD & HARKNESS LLP
Formal Declination of Proposed Engagement — Matter No. 1031-00001
PRIVILEGED AND CONFIDENTIAL — ATTORNEY WORK PRODUCT
Date of Resolution: May 14, 2024
Calderwood & Harkness LLP 600 Lexington Avenue, 38th Floor New York, NY 10022
Originating Office: One North Wacker Drive, Suite 4200 Chicago, IL 60606
I. PREAMBLE AND AUTHORITY
The Conflicts Committee (the "Committee") of Calderwood & Harkness LLP (the "Firm") convened a duly noticed special meeting on May 14, 2024, at 10:00 a.m. Central Time, in Conference Room 42-A of the Firm's Chicago office, located at One North Wacker Drive, Suite 4200, Chicago, Illinois 60606, to consider the proposed engagement designated as Matter No. 1031-00001 (the "Proposed Engagement"). Certain members and attendees participated via the Firm's secure videoconference platform.
The meeting was chaired by Lawrence Keating, Senior Partner and Chair of the Conflicts Committee. The following individuals were in attendance:
•  Lawrence Keating, Senior Partner and Chair, Conflicts Committee (voting member);
•  Helen Drazkowski, General Counsel of Calderwood & Harkness LLP (voting member);
•  Colleen Farrow, Director, Conflicts & New Business (non-voting, advisory capacity);
•  Rachel Bernstein, Partner, Privacy & Data Security Group (non-voting participant; responsible partner for the Proposed Engagement);
•  Jonathan Mercer, Partner, intellectual Property / Patent Litigation Group (non-voting participant; responsible partner for the existing conflicting engagement, Matter No. 1031-00001).
Rachel Bernstein and Jonathan Mercer attended the meeting solely for the purpose of providing factual information to the Committee regarding, respectively, the Proposed Engagement and the existing client relationship that gives rise to the conflict under consideration. Neither Ms. Bernstein nor Mr. Mercer participated in the Committee's deliberations or the vote on this Resolution.
The Committee acts pursuant to and in accordance with its authority under the Firm's Conflicts of Interest Policy (the "Policy"), as most recently amended and adopted by the Management Committee on September 1, 2023, which vests the Conflicts Committee with the exclusive authority to make final determinations regarding the acceptance or declination of proposed client engagements where an unresolvable or potentially unresolvable conflict of interest has been identified. The Committee further acts in accordance with its obligations under the applicable provisions of the Illinois Rules of Professional Conduct, as adopted by the Supreme Court of Illinois, including, without limitation:
•  Rule 1.7 (Conflict of Interest: Current Clients);
•  Rule 1.9 (Duties to Former Clients); and
•  Rule 1.10 (Imputation of Conflicts of Interest: General Rule).
Having reviewed all materials submitted in connection with the intake of Matter No. 1031-00001, including the initial new-matter intake form, the Round 1 and Round 2 conflicts search reports prepared by the Conflicts & New Business Department, the ethics analysis memorandum prepared by Associate Nadia Petrov under the supervision of Associate Devon Archer, the oral presentations of Rachel Bernstein and Jonathan Mercer, and such other materials as the Committee deemed relevant, the Committee hereby adopts the following Resolution. This Resolution was reached unanimously by all voting members of the Committee.
II. IDENTIFICATION OF THE PROPOSED ENGAGEMENT (MATTER NO. 1031-00001)
A. Prospective Client
The prospective client is Metropolitan Transit Development Corp. ("MTDC"), a unit of local government and special-purpose transit authority organized and existing under the Illinois Local Mass Transit District Act (70 ILCS 3610/1 et seq.), with its principal offices located at 550 West Harrison Street, Suite 1400, Chicago, Illinois 60607. MTDC's Employer Identification Number is 36-6041928.
The following MTDC personnel are identified as the principal contacts for the Proposed Engagement:
•  Terrence Whitfield, General Counsel;
•  Lucia Marchetti, Chief Information Security Officer ("CISO"); and
•  Darnell Okafor, Executive Director.
MTDC operates bus, commuter rail, and paratransit services across Cook County and the five surrounding "collar" counties (DuPage, Kane, Lake, McHenry, and Will Counties), serving approximately 1.6 million daily riders. MTDC's annual operating budget is approximately $3.2 billion, funded through a combination of fare revenues, state and federal transit subsidies, sales tax allocations, and general obligation and revenue bond issuances. MTDC is a significant public-sector entity whose operations are essential to the economic infrastructure of the greater Chicago metropolitan area.
B. Nature and Scope of the Proposed Engagement
The Proposed Engagement would encompass multiple related workstreams arising from MTDC's deployment of a biometric workforce-management platform. The specific scope of the representation, as described by Rachel Bernstein and as set forth in the preliminary engagement letter drafted but not yet issued, includes the following:
1. Defense of Civil Investigative Demand. MTDC seeks representation in connection with a Civil Investigative Demand ("CID") issued by the Illinois Attorney General's Bureau of Civil Rights on April 22, 2024, bearing reference number CRB-2024-0417 (the "AG CID"). The AG CID alleges potential violations of the Illinois Biometric Information Privacy Act ("BIPA"), 740 ILCS 14/1 et seq., and the Illinois Personal Information Protection Act ("PIPA"), 815 ILCS 530/1 et seq., arising from MTDC's collection, use, storage, and dissemination of biometric identifiers and biometric information of its employees through the biometric workforce-management platform deployed at MTDC facilities. The Illinois Attorney General has designated Ridgeway & Falk LLP (Diane Falk, lead partner), of Springfield, Illinois, as outside special counsel to assist the Bureau of Civil Rights in this matter.
2. Defense of Putative Employee Class Action. MTDC further seeks representation in connection with a putative employee class action filed on April 29, 2024, in the Circuit Court of Cook County, Chancery Division, captioned Williams et al. v. Metropolitan Transit Development Corp., Case No. 2024-CH-04417 (the "Class Action"). The Class Action is brought on behalf of approximately 12,400 current and former MTDC employees and alleges violations of BIPA arising from the same biometric workforce-management platform at issue in the AG CID. The putative class is represented by Kessler, Brandt & O'Neill LLP, with Martin Kessler serving as lead class counsel and Yolanda Brandt serving as co-class counsel.
3. Remediation Advisory Services. MTDC seeks advice on the remediation of its biometric-data collection, storage, and dissemination practices, including the development of compliant notice-and-consent procedures, data-retention and data-destruction protocols, and revised workforce-monitoring policies to conform to BIPA and PIPA requirements.
4. Cross-Claims and Indemnification Proceedings. MTDC anticipates asserting cross-claims and indemnification demands against its technology vendors, including, in particular, Pinnacle Workforce Analytics, Inc. ("Pinnacle"), the developer and licensor of the biometric workforce-management platform at issue. Such claims would be asserted under the terms of the Master Software License and Services Agreement between MTDC and Pinnacle (described in greater detail in Section III.E below), as well as under common-law theories of contribution and indemnification.
5. Related Employment Counseling. MTDC seeks related employment counseling concerning its workforce-monitoring policies, including guidance on the intersection of BIPA compliance with collective bargaining agreements applicable to MTDC's unionized workforce.
The Committee notes that MTDC's existing outside litigation counsel, Hargrove, Tillman & Reese LLP (Constance Hargrove, lead partner), referred MTDC to Calderwood & Harkness specifically for the Firm's recognized expertise in BIPA litigation and biometric privacy compliance matters. Hargrove, Tillman & Reese LLP does not maintain BIPA-specific subject-matter expertise and is unable to serve as lead counsel on the AG CID or Class Action matters.
C. Proposed Engagement Team and Fee Estimates
The proposed engagement team for Matter No. 1031-00001, as identified in the preliminary engagement letter, would consist of the following attorneys:
The Firm's preliminary fee estimate for the Proposed Engagement, based on the anticipated scope of work across all workstreams over a projected 18- to 24-month engagement period, is in the range of $3,500,000 to $5,200,000, inclusive of attorney time but exclusive of disbursements, expert-witness fees, and third-party vendor costs (e.g., e-discovery, forensic data analysis). This estimate was prepared by Rachel Bernstein in consultation with Miriam Calloway, based on their collective experience with matters of comparable scope and complexity.
For context, MTDC's annual outside-counsel budget is approximately $14.8 million, allocated across multiple law firms and practice areas. The Proposed Engagement would represent a significant new-client relationship for the Firm.
D. Estimated Exposure of the Prospective Client
MTDC's potential financial exposure in connection with the AG CID and the Class Action is substantial. BIPA provides for statutory damages of $1,000 per violation for negligent violations and $5,000 per violation for intentional or reckless violations. 740 ILCS 14/20. Based on the putative class size of approximately 12,400 current and former employees, the range of potential statutory damages exposure is as follows:
•  Negligent violation floor: 12,400 class members × $1,000/violation = $12,400,000
•  Intentional/reckless violation ceiling: 12,400 class members × $5,000/violation = $62,000,000
This exposure estimate was prepared and validated by MTDC's consulting actuary, Lakefront Actuarial Advisors, LLC (Felix Drummond, FSA, MAAA), and provided to Rachel Bernstein during the preliminary intake discussions. The estimate does not account for the potential aggregation of multiple BIPA violations per class member (e.g., separate violations for collection, storage, and dissemination), which could substantially increase the total exposure. Nor does the estimate account for attorneys' fees, costs of injunctive relief, or any penalties that might be imposed in connection with the AG's enforcement action.
Additionally, MTDC faces potential exposure arising from bond-covenant and continuing-disclosure implications. A material adverse judgment or settlement could trigger reporting obligations under MTDC's continuing-disclosure undertakings and may implicate financial covenants in its outstanding bond indentures. MTDC's fiscal agent and bond trustee is Meridian Trust National Bank (Angela Tran, Chief Fiduciary Officer).
E. Intake Timeline
The chronology of the intake process for Matter No. 1031-00001 is as follows:
•  May 6, 2024: Initial telephone call between MTDC General Counsel Terrence Whitfield and Rachel Bernstein, during which Mr. Whitfield described the nature of the proposed representation and the urgency of MTDC's need for BIPA-experienced counsel. No substantive confidential information regarding the AG CID or Class Action was exchanged during this call.
•  May 9, 2024: Rachel Bernstein submitted a new-matter intake request through the Firm's intake system, and Matter No. 1031-00001 was opened in the Firm's conflicts database. The Conflicts & New Business Department, under Colleen Farrow's supervision, conducted a Round 1 conflicts search against the Firm's client and matter databases, running all identified parties (MTDC, named plaintiffs, attorneys of record, the Illinois Attorney General, and known technology vendors).
•  May 10, 2024: The Round 1 conflicts report was issued by the Conflicts & New Business Department. The report identified a conflict arising from the Firm's existing representation of Pinnacle Workforce Analytics, Inc. (Matter No. 1031-00001), a technology vendor that was identified in the intake materials as MTDC's biometric workforce-management platform provider and a potential target of cross-claims and indemnification demands.
•  May 13, 2024: A supplemental Round 2 conflicts search was completed, expanding the scope of the search to include all affiliated entities, subsidiaries, officers, directors, and additional parties identified through further review of the AG CID and Class Action complaint. The Round 2 search confirmed the Pinnacle conflict and identified no additional conflicts. Rachel Bernstein escalated the matter to the Conflicts Committee pursuant to Section 4.3(b) of the Firm's Conflicts of Interest Policy.
•  May 14, 2024: The Conflicts Committee convened the present meeting to consider and resolve the matter.
III. IDENTIFICATION OF THE EXISTING CLIENT ENGAGEMENT (MATTER NO. 1031-00001)
A. Existing Client
The existing client is Pinnacle Workforce Analytics, Inc. ("Pinnacle"), a corporation organized under the laws of the State of Delaware, with its principal offices located at 11900 Sunrise Valley Drive, Suite 500, Reston, Virginia 20191. Pinnacle's Employer Identification Number is 54-2198437. Pinnacle's registered agent in Delaware is Cobalt Ridge Technologies, 1209 Orange Street, Wilmington, Delaware 19801.
The following Pinnacle personnel are identified as the principal contacts for the existing engagement:
•  Gregory Harmon, Chief Executive Officer; and
•  Sandra Yee, General Counsel.
Pinnacle is a technology company that develops, licenses, and supports biometric workforce-management software solutions for enterprise and public-sector clients. Pinnacle's flagship product is TruScan 360, an AI-powered timekeeping, scheduling, and workforce-management platform that utilizes fingerprint recognition, facial-geometry analysis, and iris-scan data to authenticate employee identity for time-and-attendance tracking and facility access control. TruScan 360 is deployed across multiple industries, including healthcare, transportation, logistics, and government, and is utilized by hundreds of enterprise clients nationwide. Pinnacle's annual revenues are approximately $485 million.
B. Nature of the Existing Representation
Calderwood & Harkness has represented Pinnacle since 2019, initially in connection with patent-prosecution and intellectual-property advisory matters. The current active engagement, designated as Matter No. 1031-00001, was opened on March 14, 2022, and encompasses patent-licensing and patent-enforcement matters related to TruScan 360's core biometric-recognition algorithms.
The principal active litigation within Matter No. 1031-00001 is Pinnacle Workforce Analytics, Inc. v. Veritas Biometrics Corp., filed September 6, 2022, in the United States District Court for the Eastern District of Virginia, Case No. 1:22-cv-01533 (the "Patent Action"). In the Patent Action, the Firm represents Pinnacle as plaintiff, asserting claims of patent infringement against Veritas Biometrics Corp. ("Veritas"), a competitor in the biometric workforce-management software market. Veritas is a Delaware corporation headquartered in San Jose, California; its Chief Executive Officer is Randall Cho, and it is represented in the Patent Action by Whitmore & Sato LLP (Akira Sato, lead partner).
The Patent Action involves claims that Veritas's competing biometric workforce-management platform infringes upon multiple Pinnacle patents covering TruScan 360's proprietary biometric-recognition algorithms, including patents relating to multi-modal biometric fusion, adaptive facial-geometry mapping, and secure biometric-data tokenization. The Firm's advocacy on Pinnacle's behalf in the Patent Action necessarily includes the presentation and defense of TruScan 360's technical capabilities, commercial value, market significance, and the legitimacy and innovation of its biometric-data collection and processing methods.
C. Existing Engagement Team and Financial Relationship
The engagement team for Matter No. 1031-00001 consists of:
For the fiscal year ending December 31, 2023, the Firm recorded actual billings from Pinnacle in the amount of $2,137,500 for work performed under Matter No. 1031-00001 and related sub-matters. The Patent Action remains in active discovery, with a trial date anticipated in the first half of 2025, and billings for FY 2024 are projected to be comparable to or in excess of FY 2023 levels.
D. Confidential Information in the Firm's Possession
In connection with its representation of Pinnacle in the Patent Action and related matters, the Firm has received and currently possesses extensive confidential and proprietary information belonging to Pinnacle that is directly relevant to TruScan 360. This information includes, but is not limited to:
•  Technical specifications of TruScan 360's biometric-recognition algorithms, including multi-modal fusion protocols and accuracy benchmarks;
•  Source-code architecture summaries and code-module descriptions for TruScan 360's core software components;
•  Data-flow diagrams depicting the collection, processing, storage, transmission, and deletion pathways for biometric data within TruScan 360;
•  Pinnacle's internal biometric-data retention policies, including policies governing the duration and manner of storage of fingerprint templates, facial-geometry scans, and iris-scan data;
•  Algorithm design documents, including Pinnacle's proprietary research and development materials related to adaptive facial-geometry mapping and biometric-data tokenization;
•  Patent-prosecution correspondence with the United States Patent and Trademark Office, including prior-art analyses, claim-construction arguments, and inventor declarations; and
•  Licensing agreements, royalty structures, and commercial deployment data reflecting TruScan 360's market penetration and client base.
This information is subject to the Firm's duties of confidentiality under Illinois Rule of Professional Conduct 1.6, and its disclosure or use adverse to Pinnacle's interests is strictly prohibited. As discussed more fully in Section IV below, this confidential information bears directly on the BIPA claims and biometric-data practices at issue in the Proposed Engagement.
E. Connection Between Pinnacle and the Proposed MTDC Matter
The connection between the Firm's existing representation of Pinnacle and the Proposed Engagement is direct, substantial, and inextricable. The Committee finds the following:
1. Contractual Relationship. Pinnacle sold and deployed TruScan 360 to MTDC pursuant to a Master Software License and Services Agreement ("MSLA") dated June 15, 2021, with a five-year initial term running from June 15, 2021 through June 14, 2026, and an optional three-year renewal term at MTDC's election. The total contract value of the MSLA is $8,700,000 ($1,740,000 per year), covering software licensing fees, implementation services, ongoing maintenance and support, and periodic software updates. The MSLA includes standard representations and warranties regarding legal compliance, as well as indemnification provisions that MTDC may seek to invoke in connection with the BIPA claims.
2. Pinnacle as Named Responsible Party. Pinnacle is identified as a "responsible party" in the AG CID (Ref. No. CRB-2024-0417). Rachel Bernstein informed the Committee that, based on her review of the AG CID and discussions with Constance Hargrove of Hargrove, Tillman & Reese LLP, the Illinois Attorney General has indicated that it may name Pinnacle as a co-respondent in any enforcement action arising from the AG CID. Thus, the Firm would potentially be defending MTDC in a proceeding where its existing client, Pinnacle, is a co-respondent or adverse party.
3. Anticipated Cross-Claims and Indemnification Demands. MTDC's litigation strategy, as described by Terrence Whitfield to Rachel Bernstein during the May 6, 2024 intake call, contemplates the assertion of cross-claims and indemnification demands against Pinnacle under the MSLA and under common-law contribution and indemnification theories. These cross-claims would seek to shift liability for the BIPA violations alleged in the AG CID and Class Action to Pinnacle as the developer, licensor, and deployer of the biometric workforce-management platform.
4. Irreconcilable Legal Positions. The Proposed Engagement would require the Firm to argue, on MTDC's behalf, that TruScan 360's biometric-data collection, storage, and dissemination practices violate BIPA — specifically, that TruScan 360's methods of capturing, processing, and retaining fingerprint, facial-geometry, and iris-scan data fail to comply with BIPA's notice, consent, data-retention, and data-destruction requirements. This legal position is diametrically opposed to the position the Firm champions on Pinnacle's behalf in the Patent Action (Matter No. 1031-00001), where the Firm advocates for TruScan 360's legitimacy, innovation, technical sophistication, and commercial value. The Firm cannot simultaneously argue that TruScan 360 represents a lawful and innovative advancement in biometric workforce management (as required in the Patent Action) and that TruScan 360 constitutes an unlawful biometric-surveillance tool that violates Illinois privacy statutes (as would be required in the MTDC defense and cross-claims).
IV. CONFLICTS ANALYSIS
A. Illinois Rule of Professional Conduct 1.7(a)(1) — Direct Adversity
Illinois Rule of Professional Conduct 1.7(a)(1) provides that a lawyer shall not represent a client if the representation involves a concurrent conflict of interest, which exists if "the representation of one client will be directly adverse to another client." Ill. R. Prof'l Conduct 1.7(a)(1).
The Committee finds that the representation of MTDC in the Proposed Engagement would be directly adverse to Pinnacle, a current client of the Firm. This finding is supported by three independent bases, any one of which would be sufficient to establish direct adversity:
First, Pinnacle is a named "responsible party" in the AG CID (Ref. No. CRB-2024-0417), and the Illinois Attorney General has indicated that Pinnacle may be named as a co-respondent in any enforcement action arising from the CID. Representation of MTDC in defending against the AG CID would place the Firm in a position of defending one client (MTDC) in a proceeding in which another current client (Pinnacle) is identified as a responsible party and a potential co-respondent. Even if Pinnacle were not formally joined as a party, the AG's investigation and any resulting enforcement action would necessarily scrutinize Pinnacle's conduct and TruScan 360's data practices — matters directly adverse to Pinnacle's interests.
Second, MTDC's anticipated cross-claims and indemnification demands under the MSLA would be asserted directly against Pinnacle. The Firm would be required to prosecute affirmative claims against its own current client, seeking to hold Pinnacle financially responsible for the BIPA liabilities at issue. This constitutes the paradigmatic case of direct adversity: the assertion of claims by one client of the firm against another current client of the firm.
Third, the legal characterization of TruScan 360 required in the Proposed Engagement is directly adverse to Pinnacle's interests in the Patent Action. In the Patent Action, the Firm advocates for TruScan 360 as a legitimate, innovative, and commercially valuable technology platform, the proprietary algorithms of which merit patent protection and enforcement. In the Proposed Engagement, the Firm would be required to characterize TruScan 360 as an instrument of unlawful biometric surveillance whose data practices violate Illinois privacy statutes. These positions cannot coexist. Advocating one position necessarily undermines the other, and the reputational, legal, and commercial harm to Pinnacle from the Firm's adoption of the adverse characterization would be immediate and concrete.
Conclusion: Direct adversity exists under Illinois Rule of Professional Conduct 1.7(a)(1).
B. Illinois Rule of Professional Conduct 1.7(a)(2) — Material Limitation
Illinois Rule of Professional Conduct 1.7(a)(2) provides that a concurrent conflict of interest also exists if "there is a significant risk that the representation of one or more clients will be materially limited by the lawyer's responsibilities to another client, a former client or a third person or by a personal interest of the lawyer." Ill. R. Prof'l Conduct 1.7(a)(2).
The Committee finds that a significant risk exists that the Firm's representation of MTDC in the Proposed Engagement would be materially limited by the Firm's responsibilities to Pinnacle, and that the Firm's representation of Pinnacle in the existing Patent Action would be materially limited by the Firm's responsibilities to MTDC if the Proposed Engagement were accepted. This finding is supported by the following considerations:
First, the two matters involve the same technology platform — TruScan 360 — and overlapping factual questions regarding its biometric-data collection, storage, processing, and dissemination practices. The factual predicate of the MTDC defense and cross-claims is substantially identical to the factual foundation of the Firm's patent-enforcement work for Pinnacle: the technical architecture, data-handling protocols, and operational characteristics of TruScan 360. Attorneys working on one matter could not effectively advocate for their client's position without awareness that the Firm is simultaneously advocating the contrary position in the other matter.
Second, the Firm possesses extensive confidential information belonging to Pinnacle that is directly relevant to the claims MTDC would assert or defend against. The Firm's knowledge of TruScan 360's source-code architecture, data-flow diagrams, biometric-data retention policies, and algorithm design documents would provide an unfair and impermissible informational advantage in the prosecution of cross-claims against Pinnacle. Conversely, the Firm's duty to protect Pinnacle's confidences would materially limit the Firm's ability to pursue all available avenues of defense and cross-claim on MTDC's behalf. The Firm would be unable to use information it possesses that would be beneficial to MTDC, and it would be unable to advise MTDC fully regarding the strengths and weaknesses of cross-claims against Pinnacle because doing so would risk disclosure of Pinnacle's confidential information.
Third, the legal positions required in each matter are irreconcilable. As discussed in Section IV.A above, the Firm would be required to argue simultaneously that TruScan 360's biometric capabilities constitute unlawful surveillance tools (in the MTDC defense and cross-claims) and that those same capabilities are legitimate, innovative, and commercially valuable (in the Pinnacle Patent Action). This positional conflict would materially limit the Firm's ability to advocate zealously for either client, as the adoption of a litigation position in one matter would create admissions, estoppel risks, and credibility concerns that would undermine the Firm's advocacy in the other.
Conclusion: Material limitation exists under Illinois Rule of Professional Conduct 1.7(a)(2).
C. Illinois Rule of Professional Conduct 1.7(b) — Waivability Assessment
Having determined that a concurrent conflict of interest exists under both Rule 1.7(a)(1) and Rule 1.7(a)(2), the Committee must next assess whether the conflict is waivable — that is, whether the Firm may nonetheless proceed with the Proposed Engagement upon obtaining informed consent from both affected clients.
Illinois Rule of Professional Conduct 1.7(b) provides that, notwithstanding the existence of a concurrent conflict of interest under Rule 1.7(a), a lawyer may represent a client if:
(1) the lawyer reasonably believes that the lawyer will be able to provide competent and diligent representation to each affected client;
(2) the representation is not prohibited by law;
(3) the representation does not involve the assertion of a claim by one client against another client represented by the lawyer in the same litigation or other proceeding before a tribunal; and
(4) each affected client gives informed consent, confirmed in writing.
Ill. R. Prof'l Conduct 1.7(b).
The Committee finds that the conflict presented by the Proposed Engagement does not satisfy the prerequisites for waivability under Rule 1.7(b). The Committee's analysis of each element is as follows:
Element (1): Reasonable Belief in Competent and Diligent Representation. The Committee finds that no reasonable lawyer could conclude that the Firm would be able to provide competent and diligent representation to both MTDC and Pinnacle if the Proposed Engagement were accepted. This finding is based on three independent grounds:
(i) Diametrically Opposed Positions Regarding the Same Technology Platform. The Proposed Engagement would require the Firm to take legal and factual positions regarding TruScan 360 that are diametrically opposed to the positions the Firm takes on Pinnacle's behalf in the Patent Action. A lawyer cannot competently and diligently argue that TruScan 360's biometric capabilities are unlawful in one proceeding while simultaneously arguing that those same capabilities are legitimate and innovative in another. The cognitive dissonance, credibility impairment, and strategic constraints inherent in such simultaneous advocacy preclude any reasonable conclusion that both clients would receive competent and diligent representation.
(ii) Possession of Directly Material Confidential Information. The Firm's possession of Pinnacle's confidential technical architecture, data-handling policies, and algorithm design documents — information that is directly material to MTDC's BIPA defense and cross-claims — creates an inherent and irremediable impediment to competent representation. The Firm could not use this information on MTDC's behalf without violating its duties to Pinnacle, and it could not refrain from using this information without failing to provide MTDC with the benefit of all available relevant knowledge. This informational asymmetry is not a theoretical concern; it is a concrete and unavoidable obstacle to competent representation of both clients.
(iii) Substantial Relatedness of the Matters. The two matters involve overlapping factual issues (the design, operation, and data practices of TruScan 360), overlapping legal theories (the characterization of TruScan 360's biometric capabilities under both patent law and Illinois privacy statutes), and a direct relationship between the parties (MTDC is Pinnacle's licensee under the MSLA, and Pinnacle is a named responsible party in the AG CID). The degree of overlap is so substantial that independent, competent advocacy for each client is not feasible.
Element (3): Claims by One Client Against Another in the Same Proceeding. While MTDC's anticipated cross-claims against Pinnacle may not yet have been filed in the same proceeding as the Patent Action, the Committee notes that the Proposed Engagement expressly contemplates the assertion of cross-claims and indemnification demands by MTDC against Pinnacle. The filing of such cross-claims would place the Firm in the position of asserting claims by one client (MTDC) against another current client (Pinnacle) before a tribunal, which is categorically prohibited under Rule 1.7(b)(3) and is not subject to waiver by client consent. Even if the cross-claims were to be filed in a separate proceeding from the Patent Action, the practical effect is substantially identical: the Firm would be prosecuting affirmative claims against its own client.
For the foregoing reasons, the Committee finds that the conflict arising from the Proposed Engagement is not consentable — that is, it cannot be cured by obtaining informed consent from either or both affected clients. Accordingly, seeking waivers from MTDC or Pinnacle would be inappropriate, as doing so would suggest that the conflict could be resolved through consent when, in the Committee's determination, it cannot.
Conclusion: The conflict is unwaivable under Illinois Rule of Professional Conduct 1.7(b).
D. Illinois Rule of Professional Conduct 1.9 (Former-Client Duties) and Rule 1.10 (Imputation)
For the sake of completeness, the Committee addresses the applicability of Rules 1.9 and 1.10.
Rule 1.9 (Former-Client Duties). Illinois Rule of Professional Conduct 1.9 governs duties owed to former clients. Because Pinnacle is a current client of the Firm — Matter No. 1031-00001 remains active, with ongoing litigation and regular billings — Rule 1.9 is not applicable to the present analysis. The Committee's determination rests entirely on the concurrent-conflict provisions of Rule 1.7. Should Pinnacle at any point become a former client of the Firm, Rule 1.9's protections would independently bar representation adverse to Pinnacle in a matter substantially related to the prior representation, given the extent of the Firm's possession of Pinnacle's confidential information.
Rule 1.10 (Imputation). Illinois Rule of Professional Conduct 1.10 provides that, while lawyers are associated in a firm, none of them shall knowingly represent a client when any one of them practicing alone would be prohibited from doing so by Rules 1.7 or 1.9. The Committee considered whether the conflict could be cured through the implementation of an ethical screen (sometimes referred to as a "Chinese wall") between the Pinnacle engagement team (Jonathan Mercer, Priya Subramaniam) and the proposed MTDC engagement team (Rachel Bernstein, Miriam Calloway, Devon Archer, Nadia Petrov).
The Committee finds that screening is not available to cure the conflict in this case. The Illinois Rules of Professional Conduct permit screening to cure imputed conflicts only in limited circumstances, primarily where the conflict arises from a lawyer's prior association with another firm (i.e., a lateral-hire situation) and the personally disqualified lawyer is timely screened from participation. See Ill. R. Prof'l Conduct 1.10(a)(2). Here, the conflict does not arise from a lateral hire; it arises from the concurrent representation of two clients by current partners of the Firm. Jonathan Mercer has been a partner at Calderwood & Harkness since 2017 and has represented Pinnacle since 2019. The Illinois Rules do not permit screening to cure a current-client concurrent conflict of this nature. Moreover, even if screening were theoretically available, the Committee finds that it would be inadequate given the degree of overlap between the matters, the Firm's institutional possession of Pinnacle's confidential information, and the irreconcilable positional conflict described above.
The Committee acknowledges and incorporates by reference the ethics analysis memorandum prepared by Nadia Petrov under Devon Archer's supervision, dated May 13, 2024, which reached conclusions consistent with the Committee's analysis on all points addressed herein.
V. FINANCIAL CONSIDERATIONS
The Committee has considered the financial implications of declining the Proposed Engagement:
•  Estimated foregone fees from declining the Proposed Engagement: $3,500,000 to $5,200,000, representing the Firm's preliminary estimate of total fees over the projected 18- to 24-month engagement period.
•  Annual billings from Pinnacle (FY 2023 actual): $2,137,500, with FY 2024 billings projected to be comparable to or in excess of FY 2023 levels.
•  Net financial impact: Declining the Proposed Engagement will result in the Firm foregoing significant new revenue. However, acceptance of the Proposed Engagement would jeopardize the Firm's existing relationship with Pinnacle, a client that has generated consistent and substantial billings since 2019 and that represents an ongoing and deepening engagement with a trial date anticipated in the first half of 2025.
The Committee emphasizes that financial considerations do not alter the ethical analysis set forth in Section IV above. The conflict arising from the Proposed Engagement is unwaivable under Illinois Rule of Professional Conduct 1.7(b), and the Firm is therefore prohibited from accepting the engagement regardless of the relative financial significance of either client relationship. The Committee would reach the same determination irrespective of the fee estimates associated with either matter.
The Committee further notes that no fees were generated and no billable time was recorded in connection with the intake process for Matter No. 1031-00001. The conflicts review and this Resolution are internal administrative matters of the Firm, and no charges will be or have been billed to any client. The total billings and disbursements for Matter No. 1031-00001 are $0.
VI. DETERMINATION AND DIRECTIVES
A. Formal Determination
Based upon the foregoing analysis, and having considered all materials submitted in connection with the intake of Matter No. 1031-00001, the presentations of Rachel Bernstein and Jonathan Mercer, the ethics analysis memorandum of Nadia Petrov, and such other information as the Committee deemed relevant, the Conflicts Committee hereby unanimously determines that:
1.  The proposed engagement of Metropolitan Transit Development Corp. (Matter No. 1031-00001) presents an unwaivable conflict of interest with the Firm's existing representation of Pinnacle Workforce Analytics, Inc. (Matter No. 1031-00001) under Illinois Rules of Professional Conduct 1.7(a)(1) (direct adversity), 1.7(a)(2) (material limitation), and 1.7(b) (waivability);
2.  The conflict cannot be cured by informed consent, screening, or any other remedial measure available under the Illinois Rules of Professional Conduct; and
3.  The proposed engagement of Metropolitan Transit Development Corp. (Matter No. 1031-00001) is hereby declined.
B. Directives.  The Committee issues the following directives, each of which shall be implemented promptly and in accordance with the timelines specified below:
1. Notification to Prospective Client. Rachel Bernstein shall notify MTDC General Counsel Terrence Whitfield of the declination of the Proposed Engagement in writing no later than May 16, 2024. The declination letter shall be drafted in appropriately general terms, stating that the Firm has identified a conflict of interest that prevents the Firm from accepting the engagement. The declination letter shall not reveal the identity of the existing client (Pinnacle), the nature of the existing engagement (Matter No. 1031-00001), or any details regarding the basis for the conflict, consistent with the Firm's obligations of confidentiality to its existing client under Illinois Rule of Professional Conduct 1.6. The declination letter shall be reviewed and approved by Helen Drazkowski prior to transmission.
2. Referral to Alternative Counsel. In connection with the declination notification, Rachel Bernstein shall provide MTDC with referrals to qualified alternative counsel possessing recognized expertise in BIPA litigation and compliance and having no conflicts of interest with respect to the MTDC matter. The Committee specifically identifies the following firms as appropriate referrals:
•  Aldridge, Paulson & Cho LLP (Victoria Aldridge, lead partner), Chicago, Illinois; and
•  Northfield McKay LLP (Damien Northfield, lead partner), Chicago, Illinois.
Rachel Bernstein may identify additional qualified firms in her professional judgment, provided that she confirms the absence of any known conflicts before making such referrals.
3. Confirmation of No Attorney-Client Relationship. The declination letter shall expressly confirm that no attorney-client relationship was formed between Calderwood & Harkness LLP and Metropolitan Transit Development Corp. at any point during the intake process. The letter shall further confirm that the Firm did not receive any substantive confidential information from MTDC during the intake process and that the Firm has no obligation to preserve or protect any information communicated by MTDC during the preliminary intake discussions.
4. Protection of Pinnacle Confidential Information. Colleen Farrow, in consultation with Jonathan Mercer, shall conduct a review and provide written confirmation, no later than May 17, 2024, that no confidential information belonging to Pinnacle was disclosed, directly or indirectly, to any member of the proposed MTDC engagement team (Rachel Bernstein, Miriam Calloway, Devon Archer, or Nadia Petrov) during the intake process. This confirmation shall include a review of all electronic communications, document access logs, and database queries generated during the intake period (May 6–14, 2024) to ensure that no Pinnacle-related documents, work product, or privileged materials were accessed by the proposed MTDC team.
5. Matter Closure. Colleen Farrow shall process the closure of Matter No. 1031-00001 in all Firm systems — including the Firm's matter-management system, billing system, conflicts database, and document-management system — no later than May 17, 2024. The reason for closure shall be recorded as: "Conflicts Declination — Unwaivable Current-Client Conflict (Conflicts Committee Resolution dated May 14, 2024)." The matter shall reflect zero billings and zero disbursements.
6. Conflicts Database Update. Colleen Farrow shall update the Firm's conflicts database no later than May 17, 2024, to reflect the following:
•  MTDC is recorded as a declined prospective client;
•  The nature of the conflict is recorded as an unwaivable concurrent conflict under Rules 1.7(a)(1), 1.7(a)(2), and 1.7(b);
•  A cross-reference to Pinnacle Matter No. 1031-00001 is added to the MTDC entry; and
•  A reciprocal cross-reference to MTDC Matter No. 1031-00001 is added to the Pinnacle entry.
7. Document Retention. All internal work product generated during the intake process for Matter No. 1031-00001 — including, without limitation, the Round 1 and Round 2 conflicts search reports, the ethics analysis memorandum prepared by Nadia Petrov, all internal correspondence and memoranda related to the intake, the minutes of this Committee meeting, and this Resolution — shall be retained in accordance with the Firm's seven-year document retention policy, classified under Retention Category: Declined Engagements — Conflicts. Access to the retained materials shall be restricted to members of the Conflicts Committee, the General Counsel's office, and the Conflicts & New Business Department.
8. Notification to Pinnacle Engagement Partner. Colleen Farrow shall provide Jonathan Mercer with written confirmation, no later than May 17, 2024, that the conflicting matter (Matter No. 1031-00001) has been declined and closed, and that Pinnacle's confidential information was protected throughout the intake process. This notification shall not disclose the identity of the declined prospective client (MTDC) or the nature of the proposed engagement, except to the extent that such information was already provided to Mr. Mercer during his attendance at this Committee meeting. The notification shall be limited to the confirmation that the matter was declined on conflicts grounds and that no breach of Pinnacle's confidentiality occurred.
9. Quarterly Reporting. This matter shall be included in the Conflicts Committee's Q2 2024 quarterly report to the Management Committee, as required by Section 6.2 of the Firm's Conflicts of Interest Policy. The broader-distribution version of the quarterly report, which is circulated to all partners, shall reference the declination by Matter Number (1031-00001) and the general nature of the conflict (unwaivable current-client concurrent conflict) but shall not identify Pinnacle by name or provide details that would permit identification of the existing client or the existing engagement. The restricted-distribution version of the quarterly report, provided only to members of the Management Committee, may include the full details set forth in this Resolution.
VII. CERTIFICATION OF UNANIMITY
The undersigned hereby certifies that the determination set forth in this Resolution was reached unanimously by all voting members of the Conflicts Committee present at the special meeting held on May 14, 2024. The concurring voting members are:
1.  Lawrence Keating, Senior Partner and Chair, Conflicts Committee;
2.  Helen Drazkowski, General Counsel of Calderwood & Harkness LLP.
The Committee notes for the record that Rachel Bernstein (Partner, Privacy & Data Security) and Jonathan Mercer (Partner, intellectual Property / Patent Litigation) attended the meeting as non-voting participants to provide factual information regarding, respectively, the Proposed Engagement and the existing client relationship. Neither Ms. Bernstein nor Mr. Mercer participated in the Committee's deliberations on the merits of the conflicts analysis, the waivability determination, or the issuance of directives. Neither Ms. Bernstein nor Mr. Mercer voted on this Resolution.
Colleen Farrow, Director, Conflicts & New Business, attended in a non-voting, advisory capacity to present the conflicts search reports and to respond to the Committee's questions regarding the intake process.
The Committee is satisfied that the deliberative process was conducted in full compliance with the Firm's Conflicts of Interest Policy and the applicable provisions of the Illinois Rules of Professional Conduct.
VIII. SIGNATURE
This Resolution is adopted and executed as of the date first set forth above.
CALDERWOOD & HARKNESS LLP CONFLICTS COMMITTEE
By: ________
Name: Lawrence Keating
Title: Senior Partner and Chair, Conflicts Committee
Date: May 14, 2024
NOTICE: This Resolution is an internal privileged document of Calderwood & Harkness LLP, prepared by and at the direction of the Firm's General Counsel in connection with the Firm's professional-responsibility and conflicts-management functions. This Resolution constitutes attorney work product and is protected by the attorney-client privilege, the work-product doctrine, and such other protections as may be applicable. This Resolution shall not be disclosed to any party outside the Firm without the prior written approval of the General Counsel of Calderwood & Harkness LLP.
DISTRIBUTION:
File Copies:
•  Matter No. 1031-00001 (Declined — Metropolitan Transit Development Corp.)
•  Cross-Reference: Matter No. 1031-00001 (Active — Pinnacle Workforce Analytics, Inc.)
Role | Attorney | Practice Group | Proposed Hourly Rate
Responsible Partner | Rachel Bernstein | Privacy & Data Security | $1,150/hr
Billing Partner | Miriam Calloway | Healthcare & Life Sciences | $1,150/hr
Lead Associate | Devon Archer | Labor & Employment | $785/hr
Working Associate | Nadia Petrov | Labor & Employment | $625/hr
Role | Attorney | Practice Group
Responsible and Billing Partner | Jonathan Mercer | Intellectual Property / Patent Litigation
Lead Associate | Priya Subramaniam | Intellectual Property
Recipient | Capacity
Lawrence Keating | Chair, Conflicts Committee
Helen Drazkowski | General Counsel
Colleen Farrow | Director, Conflicts & New Business
Rachel Bernstein | Responsible Partner, Matter No. 1031-00001
Jonathan Mercer | Responsible Partner, Matter No. 1031-00001