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1031-00001 · Kessler, Brandt & O'Neill LLP · documents

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PRIVILEGED AND CONFIDENTIAL — ATTORNEY WORK PRODUCT This memorandum is protected by the attorney work product doctrine and the attorney-client privilege. It is intended solely for the use of the individuals identified herein and should not be disclosed, copied, or distributed without the prior written authorization of the General Counsel of Calderwood & Harkness LLP.

CALDERWOOD & HARKNESS LLP One North Wacker Drive, Suite 4200 Chicago, Illinois 60606

INTERNAL MEMORANDUM DOCUMENT RETENTION AND DESTRUCTION

PRIVILEGED AND CONFIDENTIAL — ATTORNEY WORK PRODUCT

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I. Purpose

This memorandum documents Calderwood & Harkness LLP's (the "Firm") compliance with the Firm's Document Retention Policy (the "Policy") in connection with the closure of Matter No. 1031-00001. The purpose of this memorandum is to create a comprehensive and contemporaneous record of the documents generated, received, retained, and (where applicable) destroyed in relation to this matter, and to ensure that all applicable retention obligations are properly identified, documented, and assigned to a responsible custodian for ongoing monitoring.

Matter No. 1031-00001 involved a proposed engagement of Metropolitan Transit Development Corp. ("MTDC"), a unit of local government and special-purpose transit authority organized under the laws of the State of Illinois, with its principal offices located at 550 West Harrison Street, Suite 1400, Chicago, Illinois 60607. MTDC sought the Firm's representation in connection with certain regulatory enforcement proceedings, putative class action litigation, and related counseling matters, as more fully described in Section II below.

The proposed engagement was formally declined on May 14, 2024, by the Firm's Conflicts Committee (pursuant to a Resolution duly signed by Lawrence Keating, Senior Partner and Chair of the Conflicts Committee) due to the identification of an unwaivable current-client conflict of interest under Illinois Rules of Professional Conduct 1.7(a)(1) (direct adversity between current clients) and 1.7(a)(2) (material limitation on the Firm's ability to represent the prospective client). The specific nature of the conflict and the basis for the determination that it could not be waived are set forth in detail in the Conflicts Committee Analysis Memorandum (Final) dated May 14, 2024, and the Conflicts Committee Resolution of the same date, both of which are inventoried in Section IV below.

MTDC was formally notified of the declination on May 17, 2024, by written letter from Rachel Bernstein, Partner, Privacy & Data Security, to Terrence Whitfield, General Counsel of MTDC, accompanied by information regarding recommended alternative counsel. Copies of the declination letter and referral correspondence are inventoried in Section IV below.

The matter was formally closed in the Firm's administrative, financial, and document management systems on May 23, 2024, the date of this memorandum. This memorandum constitutes the final document generated in connection with Matter No. 1031-00001 and is itself included in the inventory of retained documents set forth herein.

II. Summary of Matter and Basis for Closure

A. Opening of Matter No. 1031-00001

Matter No. 1031-00001 was opened in the Firm's new-matter intake system on May 9, 2024, at the request of Rachel Bernstein, Partner, Privacy & Data Security, who was designated as the responsible partner for the proposed engagement. The intake was initiated following MTDC's request that the Firm undertake representation in connection with the following related matters:

1. Illinois Attorney General Civil Investigative Demand. An Illinois Attorney General Civil Investigative Demand (Reference No. CRB-2024-0417), issued on April 22, 2024, directed to MTDC, alleging 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 deployment and operation of a biometric workforce-management platform used for employee timekeeping, identity verification, and facility-access control across MTDC's transit operations.

2. Putative Employee Class Action. A putative employee class action filed on April 29, 2024, in the Circuit Court of Cook County, Illinois, Chancery Division (Case No. 2024-CH-04417), brought by approximately 12,400 current and former MTDC employees, represented by class counsel Kessler, Brandt & O'Neill LLP (attorneys Martin Kessler and Yolanda Brandt). The complaint alleges systemic violations of BIPA Sections 15(a), 15(b), and 15(d) in connection with the collection, storage, and dissemination of biometric identifiers and biometric information through the same workforce-management platform.

3. Potential Cross-Claims and Indemnification Proceedings. Potential cross-claims and indemnification proceedings against technology vendors involved in the design, deployment, and maintenance of the biometric workforce-management platform, including Pinnacle Workforce Analytics, Inc. ("Pinnacle"), the developer and licensor of the TruScan 360 biometric platform at the center of the disputed conduct.

4. Related BIPA Remediation Advice and Employment Counseling. Advisory work related to BIPA compliance remediation, including revision of MTDC's biometric data collection policies, employee consent protocols, and workforce notification procedures, as well as related employment counseling regarding the labor-relations implications of the class action and any resulting remedial measures.

B. Conflicts Search and Identification of Conflict

In accordance with the Firm's standard intake procedures, a conflicts search was initiated on May 9, 2024, upon the filing of the New-Matter Intake Request Form (C&H Form NM-1). The initial search (Round 1), completed on May 10, 2024, identified a potential conflict with Pinnacle Workforce Analytics, Inc. ("Pinnacle"), an existing client of the Firm.

Specifically, the conflicts search revealed that the Firm is currently representing Pinnacle in an active patent-enforcement litigation matter, Pinnacle Workforce Analytics, Inc. v. Veritas Biometrics Corp., pending in the United States District Court for the Eastern District of Virginia (Case No. 1:22-cv-01533), under Matter No. 1031-00001, with Jonathan Mercer, Partner, intellectual Property / Patent Litigation, serving as the responsible partner. That litigation concerns, among other things, certain patents and proprietary technologies embodied in the TruScan 360 biometric platform — the same platform at the center of the MTDC regulatory and litigation matters for which MTDC sought the Firm's representation.

Upon identification of the potential conflict, all substantive work on the proposed MTDC engagement was immediately halted pending review by the Conflicts Committee. Rachel Bernstein promptly notified Jonathan Mercer of the potential conflict by email on May 10, 2024. A supplemental conflicts search (Round 2, Expanded Parties) was conducted on May 13, 2024, to ensure that all parties, affiliates, and related entities had been fully identified and screened. The supplemental search confirmed the conflict and identified no additional conflicts of interest.

C. Conflicts Committee Determination

Rachel Bernstein submitted a formal request for Conflicts Committee review to Lawrence Keating on May 13, 2024. The Conflicts Committee convened on May 14, 2024, to consider the matter. The Committee reviewed the Conflicts Committee Analysis Memorandum (prepared by Helen Drazkowski, General Counsel, in draft dated May 13, 2024, and finalized on May 14, 2024), the conflicts search reports, the relevant ethics research memoranda prepared by Nadia Petrov (Associate, Labor & Employment) under the supervision of Devon Archer (Associate, Labor & Employment), and the Confidential Information Inventory prepared by Priya Subramaniam under Jonathan Mercer's direction.

Following deliberation, the Conflicts Committee unanimously determined that the conflict was unwaivable. The Committee concluded that the proposed MTDC representation would be directly adverse to the interests of Pinnacle, a current client of the Firm, because the MTDC engagement would foreseeably involve adversarial proceedings against Pinnacle (cross-claims, indemnification claims, and potential discovery regarding the TruScan 360 platform), while the Firm simultaneously represented Pinnacle in litigation concerning the same technology. The Committee further determined that the conflict could not be cured by informed consent because a reasonable lawyer could not conclude that the Firm would be able to provide competent and diligent representation to both MTDC and Pinnacle, and because the proposed representations would involve the assertion of claims by one client against another client represented by the Firm in the same or a substantially related matter. These findings were memorialized in the Conflicts Committee Resolution — Formal Declination, signed by Lawrence Keating on May 14, 2024.

D. No Attorney-Client Relationship Formed

The Conflicts Committee confirmed, and this memorandum reaffirms, that no attorney-client relationship was formed between the Firm and MTDC at any point during the intake process. The intake was opened for administrative and conflicts-screening purposes only; no substantive legal advice was provided, no legal work was performed on behalf of MTDC, and no engagement letter or retainer agreement was executed. All communications between Rachel Bernstein and MTDC's General Counsel, Terrence Whitfield, were preliminary in nature and limited to the discussion of the scope of the proposed engagement and the Firm's conflicts-clearance procedures.

E. Financial Summary

No fees were billed to MTDC in connection with Matter No. 1031-00001. No disbursements were incurred. The Firm's financial records for this matter reflect zero dollars ($0.00) in billings and zero dollars ($0.00) in disbursements. No trust account or client funds account was established. No invoices were generated or transmitted.

III. Client Documents Received from MTDC

This Section confirms that no substantive client documents, confidential information, or materials of any kind were received from MTDC at any point during the intake process for Matter No. 1031-00001.

The initial contact between the Firm and MTDC was a telephone call on May 6, 2024, between Rachel Bernstein and Terrence Whitfield, MTDC's General Counsel. During that call, Mr. Whitfield described the general nature of the Attorney General Civil Investigative Demand and the putative class action in summary terms and inquired whether the Firm would be available to undertake the representation. No documents, files, data, electronic media, or other materials were transmitted to the Firm during or following that telephone call.

The formal intake was opened on May 9, 2024. The potential conflict with Pinnacle Workforce Analytics, Inc. was identified the following day, May 10, 2024, and all substantive work was immediately halted pending Conflicts Committee review. At no point between the opening of the intake and the formal declination on May 14, 2024, did MTDC transmit any documents, files, data, or electronic media to the Firm. No document-sharing links, file-transfer packages, flash drives, hard-copy files, or other materials were received by any Firm attorney or staff member in connection with this matter.

In accordance with the Policy and the Firm's standard matter-closure procedures, a Return-of-Materials Confirmation Letter was sent to Terrence Whitfield on May 23, 2024. That letter confirms that the Firm has no MTDC materials in its possession, custody, or control, and accordingly has no documents or materials to return. A copy of that letter is included in the document inventory set forth in Section IV below (Item 30).

Because no client documents were received from MTDC, no destruction of client documents is required in connection with the closure of Matter No. 1031-00001. The only documents subject to the retention and destruction protocols described in this memorandum are the Firm's own internal work product, intake forms, conflicts-search materials, ethics research, correspondence, and administrative records, all of which are itemized in Section IV below.

IV. Internal Work Product Inventory

The following is a complete, itemized inventory of all internal documents and work product generated by or on behalf of the Firm in connection with Matter No. 1031-00001. All documents listed below are to be retained in accordance with the retention classification and period set forth in Section V. Each item is identified by sequential number, document type, author or preparer, and date.

A. Intake and Conflicts Search Documents

Item 1. New-Matter Intake Request Form (C&H Form NM-1). Completed by Rachel Bernstein, Partner, Privacy & Data Security. Dated May 9, 2024. This form initiated the intake process for the proposed MTDC engagement and identified the prospective client, the nature of the proposed representation, the proposed engagement team, and the estimated scope of work. The form was submitted to the Conflicts & New Business Department for conflicts screening.

Item 2. Conflicts Search Request Memorandum. Prepared by Rachel Bernstein, addressed to Colleen Farrow, Director, Conflicts & New Business. Dated May 9, 2024. This memorandum accompanied the New-Matter Intake Request Form and provided supplemental information regarding the parties, affiliates, adverse parties, and other entities to be screened in the conflicts search, including MTDC, its board members and senior officers, Pinnacle Workforce Analytics, Inc., Veritas Biometrics Corp., and the named plaintiffs and class counsel in the putative class action.

Item 3. Conflicts Search Report, Round 1. Prepared by the Conflicts & New Business team (Colleen Farrow, supervising). Dated May 10, 2024. This report documented the results of the initial conflicts search, including the identification of a potential conflict with Pinnacle Workforce Analytics, Inc. (existing client, Matter No. 1031-00001), and recommended escalation to the Conflicts Committee.

Item 4. Supplemental Conflicts Search Report, Round 2 (Expanded Parties). Prepared by the Conflicts & New Business team (Colleen Farrow, supervising). Dated May 13, 2024. This report documented the results of the expanded conflicts search, which screened additional parties, affiliates, and related entities identified during the initial review. The supplemental search confirmed the Pinnacle conflict and identified no additional conflicts.

B. Internal Correspondence Regarding Conflict Identification

Item 5. Email: Rachel Bernstein to Jonathan Mercer — Notification of Potential Conflict with Pinnacle Workforce Analytics, Inc. Dated May 10, 2024. This email notified Mr. Mercer, as the responsible partner for the existing Pinnacle engagement (Matter No. 1031-00001), of the potential conflict identified by the Round 1 conflicts search, and requested Mr. Mercer's input regarding the nature and scope of the Pinnacle relationship and the TruScan 360 platform at issue.

Item 6. Email: Jonathan Mercer to Rachel Bernstein — Response re Pinnacle Relationship. Dated May 10, 2024. This email provided Mr. Mercer's response regarding the scope of the Firm's existing engagement with Pinnacle, confirmed that the TruScan 360 platform is central to the pending patent litigation, and expressed Mr. Mercer's preliminary view that the conflict would likely be unwaivable given the direct adversity involved.

Item 7. Email: Rachel Bernstein to Lawrence Keating — Request for Conflicts Committee Review. Dated May 13, 2024. This email formally requested that the Conflicts Committee convene to review the identified conflict and render a determination regarding the proposed MTDC engagement. The email attached the Round 1 and Round 2 conflicts search reports and Mr. Mercer's correspondence.

C. Conflicts Committee Materials

Item 8. Conflicts Committee Meeting Agenda and Supporting Materials. Dated May 14, 2024. This package included the agenda for the Conflicts Committee meeting, copies of the conflicts search reports (Items 3 and 4), the internal correspondence (Items 5 through 7), the draft Conflicts Committee Analysis Memorandum (Item 9), the ethics research memoranda (Items 13 through 16), and the Confidential Information Inventory (Item 17).

Item 9. Conflicts Committee Analysis Memorandum — Draft. Prepared by Helen Drazkowski, General Counsel. Dated May 13, 2024. This memorandum set forth the General Counsel's preliminary analysis of the conflict, including a review of the applicable provisions of the Illinois Rules of Professional Conduct, the factual basis for the conflict, and the General Counsel's recommendation that the conflict be deemed unwaivable. The draft was circulated to the Conflicts Committee in advance of the May 14, 2024, meeting.

Item 10. Conflicts Committee Analysis Memorandum — Final. Prepared by Helen Drazkowski, General Counsel. Dated May 14, 2024. This memorandum is the finalized version of the Analysis Memorandum, incorporating revisions and input from the Conflicts Committee discussion. The final memorandum confirmed the General Counsel's analysis and recommendation and provided the analytical foundation for the Committee's unanimous determination that the conflict was unwaivable.

Item 11. Conflicts Committee Meeting Minutes. Dated May 14, 2024. These minutes record the proceedings of the Conflicts Committee meeting, including the members present, the matters considered, the discussion of the conflict analysis, and the Committee's unanimous vote to decline the proposed MTDC engagement.

Item 12. Conflicts Committee Resolution — Formal Declination. Signed by Lawrence Keating, Senior Partner and Chair, Conflicts Committee. Dated May 14, 2024. This Resolution constitutes the formal action of the Conflicts Committee declining the proposed engagement of MTDC on the basis of an unwaivable current-client conflict of interest under Illinois Rules of Professional Conduct 1.7(a)(1) and 1.7(a)(2).

D. Ethics Research Memoranda

Item 13. Ethics Analysis: Illinois Rule 1.7 — Direct Adversity. Prepared by Nadia Petrov, Associate, Labor & Employment, under the supervision of Devon Archer, Associate, Labor & Employment. This memorandum analyzed the application of Illinois Rule of Professional Conduct 1.7(a)(1) to the proposed MTDC engagement, specifically addressing whether the representation of MTDC in matters involving potential claims against Pinnacle would be directly adverse to Pinnacle, a current client of the Firm.

Item 14. Ethics Analysis: Illinois Rule 1.7(b) — Waivability Assessment. Prepared by Nadia Petrov, Associate, Labor & Employment, under the supervision of Devon Archer. This memorandum analyzed whether the identified conflict could be waived by informed consent of both MTDC and Pinnacle under Illinois Rule of Professional Conduct 1.7(b), and concluded that the conflict was not waivable because a reasonable lawyer could not form a good-faith belief that the Firm could provide competent and diligent representation to both clients simultaneously, given the direct adversity and the substantive overlap between the two matters.

Item 15. Ethics Analysis: Illinois Rule 1.9 — Former-Client Considerations. Prepared by Nadia Petrov, Associate, Labor & Employment, under the supervision of Devon Archer. Although no former-client relationship with MTDC existed, this memorandum was prepared for completeness to document the Firm's analysis of whether any former-client issues might arise in the future (for example, if the Pinnacle engagement were to conclude while the retention period for Matter No. 1031-00001 was still in effect), and to ensure that the Firm's record is comprehensive for purposes of any future conflicts analysis.

Item 16. Ethics Analysis: Imputation Under Illinois Rule 1.10. Prepared by Nadia Petrov, Associate, Labor & Employment, under the supervision of Devon Archer. This memorandum analyzed the imputation of the identified conflict to all Firm lawyers under Illinois Rule of Professional Conduct 1.10, confirming that because the conflict was unwaivable under Rule 1.7(b), imputation could not be cured by screening or other measures, and the entire Firm was disqualified from undertaking the proposed MTDC representation.

E. Confidential Information Review

Item 17. Confidential Information Inventory — Pinnacle Workforce Analytics, Inc. Prepared by Priya Subramaniam, under the direction of Jonathan Mercer, Partner, intellectual Property / Patent Litigation. This document identifies the categories of Pinnacle confidential information in the Firm's possession that are relevant to the TruScan 360 biometric platform, for the purpose of documenting the extent of the Firm's access to Pinnacle proprietary information and supporting the Conflicts Committee's analysis of the conflict. This inventory is retained as part of the Firm's ethics compliance documentation. As noted in Section IX below, the substantive content of this inventory was reviewed only by Mr. Mercer and Ms. Subramaniam and was not shared with the proposed MTDC engagement team.

F. Post-Determination Communications and Declination Documents

Item 18. Email Chain: Lawrence Keating, Helen Drazkowski, Rachel Bernstein, Jonathan Mercer — Post-Committee Determination Communication. Dated May 14–15, 2024. This email chain documented the post-meeting communications among the senior attorneys involved, confirming the Committee's determination, assigning responsibility for preparing the declination letter, and coordinating next steps for notifying MTDC and closing the matter.

Item 19. Internal Declination Memorandum. Prepared by Rachel Bernstein, Partner, Privacy & Data Security. Dated May 15, 2024. This internal memorandum summarized the basis for the declination and outlined the proposed approach for communicating the declination to MTDC, including the identification of recommended alternative counsel.

Item 20. Draft Declination Letter to MTDC. Dated May 15, 2024. This document is the initial draft of the letter to be sent to Terrence Whitfield, General Counsel of MTDC, communicating the Firm's declination of the proposed engagement. The draft was circulated internally for review and comment.

Item 21. Email: Helen Drazkowski to Rachel Bernstein — Comments on Draft Declination Letter. Dated May 16, 2024. This email transmitted the General Counsel's comments and suggested revisions to the draft declination letter, including revisions to the language regarding the basis for the declination and the Firm's obligations following declination.

Item 22. Final Declination Letter to MTDC. Prepared by Rachel Bernstein, addressed to Terrence Whitfield, General Counsel, MTDC. Dated May 17, 2024. This letter is the final, executed version of the declination letter, incorporating the General Counsel's comments. The letter communicated the Firm's inability to accept the proposed engagement, explained in general terms that the declination was based on a conflict of interest, and advised MTDC to promptly seek alternative counsel given the pendency of the Attorney General CID and the putative class action.

Item 23. Email: Rachel Bernstein to Terrence Whitfield — Transmitting Declination Letter. Dated May 17, 2024. This email transmitted the Final Declination Letter (Item 22) to Mr. Whitfield by electronic mail, with a PDF copy of the signed letter attached.

G. Referral Documents

Item 24. Referral Memorandum — Recommended Alternative Counsel. Prepared by Rachel Bernstein, Partner, Privacy & Data Security, and Devon Archer, Associate, Labor & Employment. Dated May 17, 2024. This internal memorandum identified two law firms recommended as alternative counsel for MTDC: (a) Aldridge, Paulson & Cho LLP ("APC"), and (b) Northfield McKay LLP ("NM"). The memorandum included brief descriptions of each firm's relevant capabilities in BIPA litigation, regulatory enforcement defense, and public-entity representation.

Item 25. Referral Letter to MTDC. Prepared by Rachel Bernstein, addressed to Terrence Whitfield, General Counsel, MTDC. Dated May 20, 2024. This letter provided MTDC with the names and contact information of the recommended alternative counsel, along with a brief description of each firm's relevant practice areas. The letter expressly disclaimed any endorsement or guarantee regarding the referenced firms and advised MTDC to conduct its own due diligence.

Item 26. Email: Rachel Bernstein to Victoria Aldridge (Aldridge, Paulson & Cho LLP) — Heads-Up on Potential Referral. Dated May 20, 2024. This email provided a courtesy notification to Victoria Aldridge that the Firm had recommended APC to a prospective client, MTDC, in connection with BIPA-related regulatory and litigation matters, and that MTDC's General Counsel might be reaching out. No confidential information regarding MTDC or the Firm's conflicts analysis was disclosed.

Item 27. Email: Rachel Bernstein to Damien Northfield (Northfield McKay LLP) — Heads-Up on Potential Referral. Dated May 20, 2024. This email provided a courtesy notification to Damien Northfield that the Firm had recommended NM to a prospective client, MTDC, in connection with BIPA-related regulatory and litigation matters. No confidential information regarding MTDC or the Firm's conflicts analysis was disclosed.

H. Closure and Administrative Documents

Item 28. Matter Closure Form (C&H Form MC-1). Completed by Rachel Bernstein, Partner, Privacy & Data Security, and processed by Colleen Farrow, Director, Conflicts & New Business. Dated May 23, 2024. This form initiates the formal closure of Matter No. 1031-00001 in all Firm administrative, financial, and document management systems. The form confirms that no outstanding work remains, no fees or disbursements are owed, no client documents require return, and no litigation hold applies.

Item 29. Email: Colleen Farrow to Firm Finance — Matter Closure Confirmation. Dated May 23, 2024. This email directed the Firm's Finance Department to close Matter No. 1031-00001 in the Firm's billing and accounting systems and confirmed that the matter reflects zero billings and zero disbursements.

Item 30. Return-of-Materials Confirmation Letter to MTDC. Prepared by Rachel Bernstein, addressed to Terrence Whitfield, General Counsel, MTDC. Dated May 23, 2024. This letter confirms that the Firm has no MTDC materials in its possession, custody, or control, and accordingly has no documents or materials to return in connection with the closure of the matter.

Item 31. Email: Rachel Bernstein to Engagement Team — Matter Closed. Dated May 23, 2024. This email notified the members of the proposed MTDC engagement team (Rachel Bernstein, Miriam Calloway, Devon Archer, and Nadia Petrov) that Matter No. 1031-00001 has been formally closed, that no further work should be performed in connection with the matter, and that all related communications should be directed to Colleen Farrow for retention purposes.

Item 32. Conflicts Database Update Memorandum. Prepared by Colleen Farrow, Director, Conflicts & New Business. Dated May 23, 2024. This memorandum documents the updates made to the Firm's conflicts database to reflect the closure of Matter No. 1031-00001 and the declination of the MTDC engagement, ensuring that the Firm's conflicts records accurately reflect the history of the proposed engagement for future conflicts-screening purposes.

Item 33. Notification to Pinnacle Engagement Partner. Prepared by Colleen Farrow, addressed to Jonathan Mercer, Partner, intellectual Property / Patent Litigation. Dated May 23, 2024. This notification advises Mr. Mercer that Matter No. 1031-00001 has been formally closed, that no Pinnacle confidential information was disclosed to the proposed MTDC engagement team, and that the Firm's conflicts database has been updated accordingly. The notification is provided for Mr. Mercer's records in connection with the ongoing Pinnacle engagement (Matter No. 1031-00001).

Item 34. This Document Retention and Destruction Memorandum. Prepared by Colleen Farrow, Director, Conflicts & New Business, and approved by Helen Drazkowski, General Counsel. Dated May 23, 2024. This is the present document, which constitutes the final item of work product generated in connection with Matter No. 1031-00001.

Total items inventoried: Thirty-four (34).

V. Retention Classification and Period

The documents inventoried in Section IV above are assigned the following retention classification and period under the Policy:

The retention classification and period are established pursuant to Calderwood & Harkness LLP Document Retention Policy, Section 4.3 (Declined Engagements), which requires the retention of all intake forms, conflicts search reports, conflicts analysis memoranda, ethics research memoranda, Conflicts Committee materials and resolutions, internal and external correspondence, declination and referral letters, matter closure documentation, and related work product for a minimum period of seven (7) years from the date of matter closure. This retention period is designed to preserve the Firm's record of compliance with applicable professional responsibility obligations, including but not limited to Illinois Rules of Professional Conduct 1.7 (Conflict of Interest: Current Clients), 1.9 (Duties to Former Clients), and 1.10 (Imputation of Conflicts of Interest), as well as any analogous provisions of the rules of professional conduct of other jurisdictions in which the Firm maintains offices or in which the Firm's attorneys are licensed.

Extended Retention. Notwithstanding the standard seven-year retention period, extended retention may be warranted if either (a) the underlying MTDC litigation and regulatory proceedings — specifically, the Illinois Attorney General Civil Investigative Demand (Reference No. CRB-2024-0417) and the putative class action pending in the Circuit Court of Cook County (Case No. 2024-CH-04417) — or (b) the Firm's existing engagement with Pinnacle Workforce Analytics, Inc. (Matter No. 1031-00001; Pinnacle Workforce Analytics, Inc. v. Veritas Biometrics Corp., E.D. Va. Case No. 1:22-cv-01533), remains pending beyond the standard retention period. In the event that any of these matters remains open, unresolved, or subject to appeal as of the destruction-eligible date, the retention period for all documents inventoried in Section IV shall be automatically extended until two (2) years after the final resolution of all related matters, including the exhaustion or expiration of all appeal periods. The primary custodian identified in Section VII below is responsible for monitoring the status of these related matters and adjusting the retention period as necessary.

VI. Storage Location and Format

All thirty-four (34) documents listed in Section IV above are stored electronically in the Firm's Document Management System ("DMS") under Matter No. 1031-00001. The documents are maintained in their native electronic formats (principally Microsoft Word, Adobe PDF, and Hollowell Systems .msg files) within the DMS, in accordance with the Firm's standard electronic records management practices.

No physical (hard-copy) documents were generated, received, or maintained in connection with Matter No. 1031-00001. All documents were created, transmitted, and stored in electronic form throughout the life of the matter. Accordingly, no off-site storage, physical archiving, or physical destruction procedures are implicated by this matter.

Access Restrictions. DMS access to the document repository for Matter No. 1031-00001 is restricted to the following individuals, each of whom has a legitimate need to access the materials for conflicts management, ethics compliance, or supervisory purposes:

• Colleen Farrow, Director, Conflicts & New Business (primary custodian; responsible for retention management and matter administration)

• Helen Drazkowski, General Counsel (alternate custodian; responsible for ethics compliance oversight and review of conflicts determinations)

• Lawrence Keating, Senior Partner & Chair, Conflicts Committee (Conflicts Committee oversight; signatory to the Conflicts Committee Resolution)

• Rachel Bernstein, Partner, Privacy & Data Security (responsible partner for the proposed engagement; author of key correspondence and declination documents)

• Jonathan Mercer, Partner, intellectual Property / Patent Litigation (responsible partner for the related existing Pinnacle matter; recipient of notifications regarding conflicts and closure)

No other Firm attorney, staff member, or third party has access to the Matter No. 1031-00001 document repository. Access permissions are managed through the DMS's role-based access control system and are subject to periodic review by the Conflicts & New Business Department.

Segregation from Pinnacle Confidential Information. The access restrictions described above are designed, in part, to ensure that Pinnacle confidential information stored under the separate Pinnacle engagement (Matter No. 1031-00001) remains fully segregated from the work product generated in connection with the proposed MTDC engagement (Matter No. 1031-00001). These access controls are consistent with the Firm's ethical wall protocols and information-barrier policies, which are maintained to prevent the unauthorized disclosure or cross-contamination of confidential client information between related matters involving adverse or potentially adverse interests.

VII. Responsible Custodian

The following individuals are designated as the custodians responsible for the ongoing management, monitoring, and ultimate disposition of the documents inventoried in this memorandum:

Primary Custodian:

Colleen Farrow Director, Conflicts & New Business Calderwood & Harkness LLP One North Wacker Drive, Suite 4200 Chicago, Illinois 60606

Alternate Custodian:

Helen Drazkowski General Counsel Calderwood & Harkness LLP 600 Lexington Avenue, 38th Floor New York, New York 10022

The primary custodian is responsible for the following functions in connection with the retained documents:

1. Monitoring the seven-year retention period (or any extended period as described in Section V) and maintaining a record of the applicable destruction-eligible date.

2. Conducting periodic retention reviews, no less frequently than annually, to confirm that the documents remain properly stored, that access restrictions remain in effect, and that no litigation hold, regulatory inquiry, or other preservation obligation has been imposed that would affect the disposition of the inventoried documents.

3. Monitoring the status of the related MTDC litigation and regulatory proceedings (AG CID Ref. CRB-2024-0417; Cook County Case No. 2024-CH-04417) and the existing Pinnacle patent matter (Matter No. 1031-00001; E.D. Va. Case No. 1:22-cv-01533) to determine whether an extension of the retention period is required under Section V.

4. Coordinating the destruction of the inventoried documents upon expiration of the applicable retention period, in accordance with the destruction protocol set forth in Section VIII below.

5. Maintaining this memorandum and all related custodial records in the Firm's central retention records.

In the event that the primary custodian is unavailable, has departed the Firm, or is otherwise unable to perform the custodial functions described above, the alternate custodian shall assume all responsibilities of the primary custodian until a successor primary custodian is designated by the General Counsel.

VIII. Destruction Protocol

Upon expiration of the applicable retention period — May 23, 2031, or such later date as may apply pursuant to the extended-retention provisions of Section V — the primary custodian shall execute the following destruction protocol:

1. Verification of Preservation Obligations. The primary custodian shall verify that no litigation hold, regulatory inquiry, government investigation, subpoena, or other legal preservation obligation applies to any of the documents inventoried in Section IV. This verification shall include a review of the Firm's active litigation hold register, consultation with the General Counsel's office, and confirmation that none of the related matters identified in Section V remain pending or subject to appeal.

2. Confirmation with General Counsel. The primary custodian shall confirm with the General Counsel (or the General Counsel's designee) that no reason exists to extend the retention period further, including but not limited to the pendency of any disciplinary proceeding, malpractice claim, or other matter that may require reference to the inventoried documents.

3. Authorization of Permanent Deletion. Upon receipt of the General Counsel's confirmation, the primary custodian shall authorize the permanent deletion of all electronic files stored under Matter No. 1031-00001 from the DMS. Deletion shall be performed in accordance with the Firm's standard electronic records destruction procedures, which include secure, irreversible deletion of all file copies, backup copies, and metadata entries associated with the matter, in a manner consistent with the Firm's information security policies and applicable data protection requirements.

4. Documentation of Destruction. Upon completion of the deletion process, the primary custodian shall complete C&H Form DR-1 (Document Destruction Certification), which shall memorialize the date of destruction, the method of destruction, the identity of the custodian authorizing the destruction, and a confirmation that all inventoried documents have been permanently deleted. The completed Form DR-1 shall be filed in the Firm's central retention records and shall be retained indefinitely as a permanent record of the Firm's compliance with the Policy.

No physical documents require destruction in connection with this matter, as no physical documents were generated or received. The destruction protocol described above applies exclusively to the electronic records stored in the DMS under Matter No. 1031-00001.

IX. Confirmation of No Confidential Information Disclosure

This Section provides a formal confirmation regarding the handling of confidential information in connection with the intake and declination of Matter No. 1031-00001.

MTDC Confidential Information. As stated in Section III above, no MTDC confidential information was received by the Firm at any point during the intake process. The only information received from MTDC was the general, preliminary description of the proposed engagement communicated by Terrence Whitfield to Rachel Bernstein during their telephone call on May 6, 2024, which did not include any documents, files, data, or detailed factual or legal analysis. No privileged, proprietary, or otherwise confidential MTDC information is in the Firm's possession, custody, or control.

Pinnacle Confidential Information. Consistent with the notification provided by Colleen Farrow to Jonathan Mercer on May 23, 2024 (Item 33 in Section IV), this memorandum confirms that no Pinnacle confidential information was disclosed to the proposed MTDC engagement team — specifically, Rachel Bernstein, Miriam Calloway, Devon Archer, and Nadia Petrov — at any point during the intake process. The Firm's ethical wall protocols were observed throughout the conflicts review, and no member of the proposed MTDC team was given access to the Pinnacle matter files (Matter No. 1031-00001) or to any Pinnacle confidential information in any form.

The Confidential Information Inventory (Item 17 in Section IV) was prepared by Priya Subramaniam under the direction of Jonathan Mercer for the sole purpose of assisting the Conflicts Committee in evaluating the nature and extent of the Firm's access to Pinnacle confidential information relevant to the TruScan 360 platform. The substantive content of the Confidential Information Inventory was reviewed only by Mr. Mercer and Ms. Subramaniam; it was not shared with, disclosed to, or reviewed by any member of the proposed MTDC engagement team. The Conflicts Committee reviewed the inventory in connection with its deliberations, but the Committee members who reviewed it (Lawrence Keating and Helen Drazkowski) were not members of the proposed MTDC engagement team and had no role in the proposed MTDC representation.

These confirmations are provided to document the Firm's compliance with its obligations under the Illinois Rules of Professional Conduct, including the duty of confidentiality under Rule 1.6 and the conflict-of-interest provisions of Rules 1.7 and 1.10, and to support the integrity of the Firm's ongoing representation of Pinnacle Workforce Analytics, Inc. in Matter No. 1031-00001.

X. Cross-References

The following matters, documents, and records are cross-referenced for future conflicts-screening, retention-management, and compliance purposes:

The primary custodian shall ensure that appropriate cross-references are maintained in the Firm's conflicts database and central retention records to facilitate future retrieval and review of the documents and records associated with this matter.

XI. Signature block

This Document Retention and Destruction Memorandum has been prepared and approved by the undersigned as of the date indicated below.

Prepared by:

CALDERWOOD & HARKNESS LLP

By: ________

Name: Colleen Farrow

Title: Director, Conflicts & New Business

Date: May 23, 2024

Approved by:

CALDERWOOD & HARKNESS LLP

By: ________

Name: Helen Drazkowski

Title: General Counsel

Date: May 23, 2024

PRIVILEGED AND CONFIDENTIAL — ATTORNEY WORK PRODUCT This memorandum is protected by the attorney work product doctrine and the attorney-client privilege. Unauthorized disclosure, copying, or distribution is strictly prohibited. If you have received this document in error, please contact the General Counsel of Calderwood & Harkness LLP immediately.

From:	Colleen Farrow, Director, Conflicts & New Business
To:	Rachel Bernstein, Partner, Privacy & Data Security

Helen Drazkowski, General Counsel

Lawrence Keating, Senior Partner & Chair, Conflicts Committee

CC:

Miriam Calloway, Partner, Healthcare & Life Sciences

Devon Archer, Associate, Labor & Employment

Nadia Petrov, Associate, Labor & Employment

Date:	May 23, 2024
Re:	Document Retention and Destruction — Matter No. 1031-00001, Metropolitan Transit Development Corp. (Declined Engagement — Conflicts Declination)
Retention Category:	Declined Engagements — Conflicts
Category Code:	DE-C
Retention Period:	Seven (7) years from the date of matter closure
Date of Matter Closure:	May 23, 2024
Destruction-Eligible Date:	May 23, 2031
Reference	Description
C&H Matter No. 1031-00001	Metropolitan Transit Development Corp. — Declined Engagement (Conflicts Declination)
C&H Matter No. 1031-00001	Pinnacle Workforce Analytics, Inc. — Active Engagement (Patent Enforcement Litigation; responsible partner: Jonathan Mercer)
Conflicts Committee Resolution	Dated May 14, 2024; signed by Lawrence Keating, Chair, Conflicts Committee; formal declination of proposed MTDC engagement
Conflicts Database Update Memorandum	Dated May 23, 2024; prepared by Colleen Farrow; documents updates to Firm conflicts database
Matter Closure Form (C&H Form MC-1)	Dated May 23, 2024; completed by Rachel Bernstein and processed by Colleen Farrow
Quarterly Conflicts Committee Report — Q2 2024	Entry for Matter No. 1031-00001 included in the Conflicts Committee's quarterly report to the Firm's Executive Committee

PRIVILEGED AND CONFIDENTIAL — ATTORNEY WORK PRODUCT This memorandum is protected by the attorney work product doctrine and the attorney-client privilege. It is intended solely for the use of the individuals identified herein and should not be disclosed, copied, or distributed without the prior written authorization of the General Counsel of Calderwood & Harkness LLP.
CALDERWOOD & HARKNESS LLP One North Wacker Drive, Suite 4200 Chicago, Illinois 60606
INTERNAL MEMORANDUM DOCUMENT RETENTION AND DESTRUCTION
PRIVILEGED AND CONFIDENTIAL — ATTORNEY WORK PRODUCT
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I. Purpose
This memorandum documents Calderwood & Harkness LLP's (the "Firm") compliance with the Firm's Document Retention Policy (the "Policy") in connection with the closure of Matter No. 1031-00001. The purpose of this memorandum is to create a comprehensive and contemporaneous record of the documents generated, received, retained, and (where applicable) destroyed in relation to this matter, and to ensure that all applicable retention obligations are properly identified, documented, and assigned to a responsible custodian for ongoing monitoring.
Matter No. 1031-00001 involved a proposed engagement of Metropolitan Transit Development Corp. ("MTDC"), a unit of local government and special-purpose transit authority organized under the laws of the State of Illinois, with its principal offices located at 550 West Harrison Street, Suite 1400, Chicago, Illinois 60607. MTDC sought the Firm's representation in connection with certain regulatory enforcement proceedings, putative class action litigation, and related counseling matters, as more fully described in Section II below.
The proposed engagement was formally declined on May 14, 2024, by the Firm's Conflicts Committee (pursuant to a Resolution duly signed by Lawrence Keating, Senior Partner and Chair of the Conflicts Committee) due to the identification of an unwaivable current-client conflict of interest under Illinois Rules of Professional Conduct 1.7(a)(1) (direct adversity between current clients) and 1.7(a)(2) (material limitation on the Firm's ability to represent the prospective client). The specific nature of the conflict and the basis for the determination that it could not be waived are set forth in detail in the Conflicts Committee Analysis Memorandum (Final) dated May 14, 2024, and the Conflicts Committee Resolution of the same date, both of which are inventoried in Section IV below.
MTDC was formally notified of the declination on May 17, 2024, by written letter from Rachel Bernstein, Partner, Privacy & Data Security, to Terrence Whitfield, General Counsel of MTDC, accompanied by information regarding recommended alternative counsel. Copies of the declination letter and referral correspondence are inventoried in Section IV below.
The matter was formally closed in the Firm's administrative, financial, and document management systems on May 23, 2024, the date of this memorandum. This memorandum constitutes the final document generated in connection with Matter No. 1031-00001 and is itself included in the inventory of retained documents set forth herein.
II. Summary of Matter and Basis for Closure
A. Opening of Matter No. 1031-00001
Matter No. 1031-00001 was opened in the Firm's new-matter intake system on May 9, 2024, at the request of Rachel Bernstein, Partner, Privacy & Data Security, who was designated as the responsible partner for the proposed engagement. The intake was initiated following MTDC's request that the Firm undertake representation in connection with the following related matters:
1.  Illinois Attorney General Civil Investigative Demand. An Illinois Attorney General Civil Investigative Demand (Reference No. CRB-2024-0417), issued on April 22, 2024, directed to MTDC, alleging 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 deployment and operation of a biometric workforce-management platform used for employee timekeeping, identity verification, and facility-access control across MTDC's transit operations.
2.  Putative Employee Class Action. A putative employee class action filed on April 29, 2024, in the Circuit Court of Cook County, Illinois, Chancery Division (Case No. 2024-CH-04417), brought by approximately 12,400 current and former MTDC employees, represented by class counsel Kessler, Brandt & O'Neill LLP (attorneys Martin Kessler and Yolanda Brandt). The complaint alleges systemic violations of BIPA Sections 15(a), 15(b), and 15(d) in connection with the collection, storage, and dissemination of biometric identifiers and biometric information through the same workforce-management platform.
3.  Potential Cross-Claims and Indemnification Proceedings. Potential cross-claims and indemnification proceedings against technology vendors involved in the design, deployment, and maintenance of the biometric workforce-management platform, including Pinnacle Workforce Analytics, Inc. ("Pinnacle"), the developer and licensor of the TruScan 360 biometric platform at the center of the disputed conduct.
4.  Related BIPA Remediation Advice and Employment Counseling. Advisory work related to BIPA compliance remediation, including revision of MTDC's biometric data collection policies, employee consent protocols, and workforce notification procedures, as well as related employment counseling regarding the labor-relations implications of the class action and any resulting remedial measures.
B. Conflicts Search and Identification of Conflict
In accordance with the Firm's standard intake procedures, a conflicts search was initiated on May 9, 2024, upon the filing of the New-Matter Intake Request Form (C&H Form NM-1). The initial search (Round 1), completed on May 10, 2024, identified a potential conflict with Pinnacle Workforce Analytics, Inc. ("Pinnacle"), an existing client of the Firm.
Specifically, the conflicts search revealed that the Firm is currently representing Pinnacle in an active patent-enforcement litigation matter, Pinnacle Workforce Analytics, Inc. v. Veritas Biometrics Corp., pending in the United States District Court for the Eastern District of Virginia (Case No. 1:22-cv-01533), under Matter No. 1031-00001, with Jonathan Mercer, Partner, intellectual Property / Patent Litigation, serving as the responsible partner. That litigation concerns, among other things, certain patents and proprietary technologies embodied in the TruScan 360 biometric platform — the same platform at the center of the MTDC regulatory and litigation matters for which MTDC sought the Firm's representation.
Upon identification of the potential conflict, all substantive work on the proposed MTDC engagement was immediately halted pending review by the Conflicts Committee. Rachel Bernstein promptly notified Jonathan Mercer of the potential conflict by email on May 10, 2024. A supplemental conflicts search (Round 2, Expanded Parties) was conducted on May 13, 2024, to ensure that all parties, affiliates, and related entities had been fully identified and screened. The supplemental search confirmed the conflict and identified no additional conflicts of interest.
C. Conflicts Committee Determination
Rachel Bernstein submitted a formal request for Conflicts Committee review to Lawrence Keating on May 13, 2024. The Conflicts Committee convened on May 14, 2024, to consider the matter. The Committee reviewed the Conflicts Committee Analysis Memorandum (prepared by Helen Drazkowski, General Counsel, in draft dated May 13, 2024, and finalized on May 14, 2024), the conflicts search reports, the relevant ethics research memoranda prepared by Nadia Petrov (Associate, Labor & Employment) under the supervision of Devon Archer (Associate, Labor & Employment), and the Confidential Information Inventory prepared by Priya Subramaniam under Jonathan Mercer's direction.
Following deliberation, the Conflicts Committee unanimously determined that the conflict was unwaivable. The Committee concluded that the proposed MTDC representation would be directly adverse to the interests of Pinnacle, a current client of the Firm, because the MTDC engagement would foreseeably involve adversarial proceedings against Pinnacle (cross-claims, indemnification claims, and potential discovery regarding the TruScan 360 platform), while the Firm simultaneously represented Pinnacle in litigation concerning the same technology. The Committee further determined that the conflict could not be cured by informed consent because a reasonable lawyer could not conclude that the Firm would be able to provide competent and diligent representation to both MTDC and Pinnacle, and because the proposed representations would involve the assertion of claims by one client against another client represented by the Firm in the same or a substantially related matter. These findings were memorialized in the Conflicts Committee Resolution — Formal Declination, signed by Lawrence Keating on May 14, 2024.
D. No Attorney-Client Relationship Formed
The Conflicts Committee confirmed, and this memorandum reaffirms, that no attorney-client relationship was formed between the Firm and MTDC at any point during the intake process. The intake was opened for administrative and conflicts-screening purposes only; no substantive legal advice was provided, no legal work was performed on behalf of MTDC, and no engagement letter or retainer agreement was executed. All communications between Rachel Bernstein and MTDC's General Counsel, Terrence Whitfield, were preliminary in nature and limited to the discussion of the scope of the proposed engagement and the Firm's conflicts-clearance procedures.
E. Financial Summary
No fees were billed to MTDC in connection with Matter No. 1031-00001. No disbursements were incurred. The Firm's financial records for this matter reflect zero dollars ($0.00) in billings and zero dollars ($0.00) in disbursements. No trust account or client funds account was established. No invoices were generated or transmitted.
III. Client Documents Received from MTDC
This Section confirms that no substantive client documents, confidential information, or materials of any kind were received from MTDC at any point during the intake process for Matter No. 1031-00001.
The initial contact between the Firm and MTDC was a telephone call on May 6, 2024, between Rachel Bernstein and Terrence Whitfield, MTDC's General Counsel. During that call, Mr. Whitfield described the general nature of the Attorney General Civil Investigative Demand and the putative class action in summary terms and inquired whether the Firm would be available to undertake the representation. No documents, files, data, electronic media, or other materials were transmitted to the Firm during or following that telephone call.
The formal intake was opened on May 9, 2024. The potential conflict with Pinnacle Workforce Analytics, Inc. was identified the following day, May 10, 2024, and all substantive work was immediately halted pending Conflicts Committee review. At no point between the opening of the intake and the formal declination on May 14, 2024, did MTDC transmit any documents, files, data, or electronic media to the Firm. No document-sharing links, file-transfer packages, flash drives, hard-copy files, or other materials were received by any Firm attorney or staff member in connection with this matter.
In accordance with the Policy and the Firm's standard matter-closure procedures, a Return-of-Materials Confirmation Letter was sent to Terrence Whitfield on May 23, 2024. That letter confirms that the Firm has no MTDC materials in its possession, custody, or control, and accordingly has no documents or materials to return. A copy of that letter is included in the document inventory set forth in Section IV below (Item 30).
Because no client documents were received from MTDC, no destruction of client documents is required in connection with the closure of Matter No. 1031-00001. The only documents subject to the retention and destruction protocols described in this memorandum are the Firm's own internal work product, intake forms, conflicts-search materials, ethics research, correspondence, and administrative records, all of which are itemized in Section IV below.
IV. Internal Work Product Inventory
The following is a complete, itemized inventory of all internal documents and work product generated by or on behalf of the Firm in connection with Matter No. 1031-00001. All documents listed below are to be retained in accordance with the retention classification and period set forth in Section V. Each item is identified by sequential number, document type, author or preparer, and date.
A. Intake and Conflicts Search Documents
Item 1. New-Matter Intake Request Form (C&H Form NM-1). Completed by Rachel Bernstein, Partner, Privacy & Data Security. Dated May 9, 2024. This form initiated the intake process for the proposed MTDC engagement and identified the prospective client, the nature of the proposed representation, the proposed engagement team, and the estimated scope of work. The form was submitted to the Conflicts & New Business Department for conflicts screening.
Item 2. Conflicts Search Request Memorandum. Prepared by Rachel Bernstein, addressed to Colleen Farrow, Director, Conflicts & New Business. Dated May 9, 2024. This memorandum accompanied the New-Matter Intake Request Form and provided supplemental information regarding the parties, affiliates, adverse parties, and other entities to be screened in the conflicts search, including MTDC, its board members and senior officers, Pinnacle Workforce Analytics, Inc., Veritas Biometrics Corp., and the named plaintiffs and class counsel in the putative class action.
Item 3. Conflicts Search Report, Round 1. Prepared by the Conflicts & New Business team (Colleen Farrow, supervising). Dated May 10, 2024. This report documented the results of the initial conflicts search, including the identification of a potential conflict with Pinnacle Workforce Analytics, Inc. (existing client, Matter No. 1031-00001), and recommended escalation to the Conflicts Committee.
Item 4. Supplemental Conflicts Search Report, Round 2 (Expanded Parties). Prepared by the Conflicts & New Business team (Colleen Farrow, supervising). Dated May 13, 2024. This report documented the results of the expanded conflicts search, which screened additional parties, affiliates, and related entities identified during the initial review. The supplemental search confirmed the Pinnacle conflict and identified no additional conflicts.
B. Internal Correspondence Regarding Conflict Identification
Item 5. Email: Rachel Bernstein to Jonathan Mercer — Notification of Potential Conflict with Pinnacle Workforce Analytics, Inc. Dated May 10, 2024. This email notified Mr. Mercer, as the responsible partner for the existing Pinnacle engagement (Matter No. 1031-00001), of the potential conflict identified by the Round 1 conflicts search, and requested Mr. Mercer's input regarding the nature and scope of the Pinnacle relationship and the TruScan 360 platform at issue.
Item 6. Email: Jonathan Mercer to Rachel Bernstein — Response re Pinnacle Relationship. Dated May 10, 2024. This email provided Mr. Mercer's response regarding the scope of the Firm's existing engagement with Pinnacle, confirmed that the TruScan 360 platform is central to the pending patent litigation, and expressed Mr. Mercer's preliminary view that the conflict would likely be unwaivable given the direct adversity involved.
Item 7. Email: Rachel Bernstein to Lawrence Keating — Request for Conflicts Committee Review. Dated May 13, 2024. This email formally requested that the Conflicts Committee convene to review the identified conflict and render a determination regarding the proposed MTDC engagement. The email attached the Round 1 and Round 2 conflicts search reports and Mr. Mercer's correspondence.
C. Conflicts Committee Materials
Item 8. Conflicts Committee Meeting Agenda and Supporting Materials. Dated May 14, 2024. This package included the agenda for the Conflicts Committee meeting, copies of the conflicts search reports (Items 3 and 4), the internal correspondence (Items 5 through 7), the draft Conflicts Committee Analysis Memorandum (Item 9), the ethics research memoranda (Items 13 through 16), and the Confidential Information Inventory (Item 17).
Item 9. Conflicts Committee Analysis Memorandum — Draft. Prepared by Helen Drazkowski, General Counsel. Dated May 13, 2024. This memorandum set forth the General Counsel's preliminary analysis of the conflict, including a review of the applicable provisions of the Illinois Rules of Professional Conduct, the factual basis for the conflict, and the General Counsel's recommendation that the conflict be deemed unwaivable. The draft was circulated to the Conflicts Committee in advance of the May 14, 2024, meeting.
Item 10. Conflicts Committee Analysis Memorandum — Final. Prepared by Helen Drazkowski, General Counsel. Dated May 14, 2024. This memorandum is the finalized version of the Analysis Memorandum, incorporating revisions and input from the Conflicts Committee discussion. The final memorandum confirmed the General Counsel's analysis and recommendation and provided the analytical foundation for the Committee's unanimous determination that the conflict was unwaivable.
Item 11. Conflicts Committee Meeting Minutes. Dated May 14, 2024. These minutes record the proceedings of the Conflicts Committee meeting, including the members present, the matters considered, the discussion of the conflict analysis, and the Committee's unanimous vote to decline the proposed MTDC engagement.
Item 12. Conflicts Committee Resolution — Formal Declination. Signed by Lawrence Keating, Senior Partner and Chair, Conflicts Committee. Dated May 14, 2024. This Resolution constitutes the formal action of the Conflicts Committee declining the proposed engagement of MTDC on the basis of an unwaivable current-client conflict of interest under Illinois Rules of Professional Conduct 1.7(a)(1) and 1.7(a)(2).
D. Ethics Research Memoranda
Item 13. Ethics Analysis: Illinois Rule 1.7 — Direct Adversity. Prepared by Nadia Petrov, Associate, Labor & Employment, under the supervision of Devon Archer, Associate, Labor & Employment. This memorandum analyzed the application of Illinois Rule of Professional Conduct 1.7(a)(1) to the proposed MTDC engagement, specifically addressing whether the representation of MTDC in matters involving potential claims against Pinnacle would be directly adverse to Pinnacle, a current client of the Firm.
Item 14. Ethics Analysis: Illinois Rule 1.7(b) — Waivability Assessment. Prepared by Nadia Petrov, Associate, Labor & Employment, under the supervision of Devon Archer. This memorandum analyzed whether the identified conflict could be waived by informed consent of both MTDC and Pinnacle under Illinois Rule of Professional Conduct 1.7(b), and concluded that the conflict was not waivable because a reasonable lawyer could not form a good-faith belief that the Firm could provide competent and diligent representation to both clients simultaneously, given the direct adversity and the substantive overlap between the two matters.
Item 15. Ethics Analysis: Illinois Rule 1.9 — Former-Client Considerations. Prepared by Nadia Petrov, Associate, Labor & Employment, under the supervision of Devon Archer. Although no former-client relationship with MTDC existed, this memorandum was prepared for completeness to document the Firm's analysis of whether any former-client issues might arise in the future (for example, if the Pinnacle engagement were to conclude while the retention period for Matter No. 1031-00001 was still in effect), and to ensure that the Firm's record is comprehensive for purposes of any future conflicts analysis.
Item 16. Ethics Analysis: Imputation Under Illinois Rule 1.10. Prepared by Nadia Petrov, Associate, Labor & Employment, under the supervision of Devon Archer. This memorandum analyzed the imputation of the identified conflict to all Firm lawyers under Illinois Rule of Professional Conduct 1.10, confirming that because the conflict was unwaivable under Rule 1.7(b), imputation could not be cured by screening or other measures, and the entire Firm was disqualified from undertaking the proposed MTDC representation.
E. Confidential Information Review
Item 17. Confidential Information Inventory — Pinnacle Workforce Analytics, Inc. Prepared by Priya Subramaniam, under the direction of Jonathan Mercer, Partner, intellectual Property / Patent Litigation. This document identifies the categories of Pinnacle confidential information in the Firm's possession that are relevant to the TruScan 360 biometric platform, for the purpose of documenting the extent of the Firm's access to Pinnacle proprietary information and supporting the Conflicts Committee's analysis of the conflict. This inventory is retained as part of the Firm's ethics compliance documentation. As noted in Section IX below, the substantive content of this inventory was reviewed only by Mr. Mercer and Ms. Subramaniam and was not shared with the proposed MTDC engagement team.
F. Post-Determination Communications and Declination Documents
Item 18. Email Chain: Lawrence Keating, Helen Drazkowski, Rachel Bernstein, Jonathan Mercer — Post-Committee Determination Communication. Dated May 14–15, 2024. This email chain documented the post-meeting communications among the senior attorneys involved, confirming the Committee's determination, assigning responsibility for preparing the declination letter, and coordinating next steps for notifying MTDC and closing the matter.
Item 19. Internal Declination Memorandum. Prepared by Rachel Bernstein, Partner, Privacy & Data Security. Dated May 15, 2024. This internal memorandum summarized the basis for the declination and outlined the proposed approach for communicating the declination to MTDC, including the identification of recommended alternative counsel.
Item 20. Draft Declination Letter to MTDC. Dated May 15, 2024. This document is the initial draft of the letter to be sent to Terrence Whitfield, General Counsel of MTDC, communicating the Firm's declination of the proposed engagement. The draft was circulated internally for review and comment.
Item 21. Email: Helen Drazkowski to Rachel Bernstein — Comments on Draft Declination Letter. Dated May 16, 2024. This email transmitted the General Counsel's comments and suggested revisions to the draft declination letter, including revisions to the language regarding the basis for the declination and the Firm's obligations following declination.
Item 22. Final Declination Letter to MTDC. Prepared by Rachel Bernstein, addressed to Terrence Whitfield, General Counsel, MTDC. Dated May 17, 2024. This letter is the final, executed version of the declination letter, incorporating the General Counsel's comments. The letter communicated the Firm's inability to accept the proposed engagement, explained in general terms that the declination was based on a conflict of interest, and advised MTDC to promptly seek alternative counsel given the pendency of the Attorney General CID and the putative class action.
Item 23. Email: Rachel Bernstein to Terrence Whitfield — Transmitting Declination Letter. Dated May 17, 2024. This email transmitted the Final Declination Letter (Item 22) to Mr. Whitfield by electronic mail, with a PDF copy of the signed letter attached.
G. Referral Documents
Item 24. Referral Memorandum — Recommended Alternative Counsel. Prepared by Rachel Bernstein, Partner, Privacy & Data Security, and Devon Archer, Associate, Labor & Employment. Dated May 17, 2024. This internal memorandum identified two law firms recommended as alternative counsel for MTDC: (a) Aldridge, Paulson & Cho LLP ("APC"), and (b) Northfield McKay LLP ("NM"). The memorandum included brief descriptions of each firm's relevant capabilities in BIPA litigation, regulatory enforcement defense, and public-entity representation.
Item 25. Referral Letter to MTDC. Prepared by Rachel Bernstein, addressed to Terrence Whitfield, General Counsel, MTDC. Dated May 20, 2024. This letter provided MTDC with the names and contact information of the recommended alternative counsel, along with a brief description of each firm's relevant practice areas. The letter expressly disclaimed any endorsement or guarantee regarding the referenced firms and advised MTDC to conduct its own due diligence.
Item 26. Email: Rachel Bernstein to Victoria Aldridge (Aldridge, Paulson & Cho LLP) — Heads-Up on Potential Referral. Dated May 20, 2024. This email provided a courtesy notification to Victoria Aldridge that the Firm had recommended APC to a prospective client, MTDC, in connection with BIPA-related regulatory and litigation matters, and that MTDC's General Counsel might be reaching out. No confidential information regarding MTDC or the Firm's conflicts analysis was disclosed.
Item 27. Email: Rachel Bernstein to Damien Northfield (Northfield McKay LLP) — Heads-Up on Potential Referral. Dated May 20, 2024. This email provided a courtesy notification to Damien Northfield that the Firm had recommended NM to a prospective client, MTDC, in connection with BIPA-related regulatory and litigation matters. No confidential information regarding MTDC or the Firm's conflicts analysis was disclosed.
H. Closure and Administrative Documents
Item 28. Matter Closure Form (C&H Form MC-1). Completed by Rachel Bernstein, Partner, Privacy & Data Security, and processed by Colleen Farrow, Director, Conflicts & New Business. Dated May 23, 2024. This form initiates the formal closure of Matter No. 1031-00001 in all Firm administrative, financial, and document management systems. The form confirms that no outstanding work remains, no fees or disbursements are owed, no client documents require return, and no litigation hold applies.
Item 29. Email: Colleen Farrow to Firm Finance — Matter Closure Confirmation. Dated May 23, 2024. This email directed the Firm's Finance Department to close Matter No. 1031-00001 in the Firm's billing and accounting systems and confirmed that the matter reflects zero billings and zero disbursements.
Item 30. Return-of-Materials Confirmation Letter to MTDC. Prepared by Rachel Bernstein, addressed to Terrence Whitfield, General Counsel, MTDC. Dated May 23, 2024. This letter confirms that the Firm has no MTDC materials in its possession, custody, or control, and accordingly has no documents or materials to return in connection with the closure of the matter.
Item 31. Email: Rachel Bernstein to Engagement Team — Matter Closed. Dated May 23, 2024. This email notified the members of the proposed MTDC engagement team (Rachel Bernstein, Miriam Calloway, Devon Archer, and Nadia Petrov) that Matter No. 1031-00001 has been formally closed, that no further work should be performed in connection with the matter, and that all related communications should be directed to Colleen Farrow for retention purposes.
Item 32. Conflicts Database Update Memorandum. Prepared by Colleen Farrow, Director, Conflicts & New Business. Dated May 23, 2024. This memorandum documents the updates made to the Firm's conflicts database to reflect the closure of Matter No. 1031-00001 and the declination of the MTDC engagement, ensuring that the Firm's conflicts records accurately reflect the history of the proposed engagement for future conflicts-screening purposes.
Item 33. Notification to Pinnacle Engagement Partner. Prepared by Colleen Farrow, addressed to Jonathan Mercer, Partner, intellectual Property / Patent Litigation. Dated May 23, 2024. This notification advises Mr. Mercer that Matter No. 1031-00001 has been formally closed, that no Pinnacle confidential information was disclosed to the proposed MTDC engagement team, and that the Firm's conflicts database has been updated accordingly. The notification is provided for Mr. Mercer's records in connection with the ongoing Pinnacle engagement (Matter No. 1031-00001).
Item 34. This Document Retention and Destruction Memorandum. Prepared by Colleen Farrow, Director, Conflicts & New Business, and approved by Helen Drazkowski, General Counsel. Dated May 23, 2024. This is the present document, which constitutes the final item of work product generated in connection with Matter No. 1031-00001.
Total items inventoried: Thirty-four (34).
V. Retention Classification and Period
The documents inventoried in Section IV above are assigned the following retention classification and period under the Policy:
The retention classification and period are established pursuant to Calderwood & Harkness LLP Document Retention Policy, Section 4.3 (Declined Engagements), which requires the retention of all intake forms, conflicts search reports, conflicts analysis memoranda, ethics research memoranda, Conflicts Committee materials and resolutions, internal and external correspondence, declination and referral letters, matter closure documentation, and related work product for a minimum period of seven (7) years from the date of matter closure. This retention period is designed to preserve the Firm's record of compliance with applicable professional responsibility obligations, including but not limited to Illinois Rules of Professional Conduct 1.7 (Conflict of Interest: Current Clients), 1.9 (Duties to Former Clients), and 1.10 (Imputation of Conflicts of Interest), as well as any analogous provisions of the rules of professional conduct of other jurisdictions in which the Firm maintains offices or in which the Firm's attorneys are licensed.
Extended Retention. Notwithstanding the standard seven-year retention period, extended retention may be warranted if either (a) the underlying MTDC litigation and regulatory proceedings — specifically, the Illinois Attorney General Civil Investigative Demand (Reference No. CRB-2024-0417) and the putative class action pending in the Circuit Court of Cook County (Case No. 2024-CH-04417) — or (b) the Firm's existing engagement with Pinnacle Workforce Analytics, Inc. (Matter No. 1031-00001; Pinnacle Workforce Analytics, Inc. v. Veritas Biometrics Corp., E.D. Va. Case No. 1:22-cv-01533), remains pending beyond the standard retention period. In the event that any of these matters remains open, unresolved, or subject to appeal as of the destruction-eligible date, the retention period for all documents inventoried in Section IV shall be automatically extended until two (2) years after the final resolution of all related matters, including the exhaustion or expiration of all appeal periods. The primary custodian identified in Section VII below is responsible for monitoring the status of these related matters and adjusting the retention period as necessary.
VI. Storage Location and Format
All thirty-four (34) documents listed in Section IV above are stored electronically in the Firm's Document Management System ("DMS") under Matter No. 1031-00001. The documents are maintained in their native electronic formats (principally Microsoft Word, Adobe PDF, and Hollowell Systems .msg files) within the DMS, in accordance with the Firm's standard electronic records management practices.
No physical (hard-copy) documents were generated, received, or maintained in connection with Matter No. 1031-00001. All documents were created, transmitted, and stored in electronic form throughout the life of the matter. Accordingly, no off-site storage, physical archiving, or physical destruction procedures are implicated by this matter.
Access Restrictions. DMS access to the document repository for Matter No. 1031-00001 is restricted to the following individuals, each of whom has a legitimate need to access the materials for conflicts management, ethics compliance, or supervisory purposes:
•  Colleen Farrow, Director, Conflicts & New Business (primary custodian; responsible for retention management and matter administration)
•  Helen Drazkowski, General Counsel (alternate custodian; responsible for ethics compliance oversight and review of conflicts determinations)
•  Lawrence Keating, Senior Partner & Chair, Conflicts Committee (Conflicts Committee oversight; signatory to the Conflicts Committee Resolution)
•  Rachel Bernstein, Partner, Privacy & Data Security (responsible partner for the proposed engagement; author of key correspondence and declination documents)
•  Jonathan Mercer, Partner, intellectual Property / Patent Litigation (responsible partner for the related existing Pinnacle matter; recipient of notifications regarding conflicts and closure)
No other Firm attorney, staff member, or third party has access to the Matter No. 1031-00001 document repository. Access permissions are managed through the DMS's role-based access control system and are subject to periodic review by the Conflicts & New Business Department.
Segregation from Pinnacle Confidential Information. The access restrictions described above are designed, in part, to ensure that Pinnacle confidential information stored under the separate Pinnacle engagement (Matter No. 1031-00001) remains fully segregated from the work product generated in connection with the proposed MTDC engagement (Matter No. 1031-00001). These access controls are consistent with the Firm's ethical wall protocols and information-barrier policies, which are maintained to prevent the unauthorized disclosure or cross-contamination of confidential client information between related matters involving adverse or potentially adverse interests.
VII. Responsible Custodian
The following individuals are designated as the custodians responsible for the ongoing management, monitoring, and ultimate disposition of the documents inventoried in this memorandum:
Primary Custodian:
Colleen Farrow Director, Conflicts & New Business Calderwood & Harkness LLP One North Wacker Drive, Suite 4200 Chicago, Illinois 60606
Alternate Custodian:
Helen Drazkowski General Counsel Calderwood & Harkness LLP 600 Lexington Avenue, 38th Floor New York, New York 10022
The primary custodian is responsible for the following functions in connection with the retained documents:
1.  Monitoring the seven-year retention period (or any extended period as described in Section V) and maintaining a record of the applicable destruction-eligible date.
2.  Conducting periodic retention reviews, no less frequently than annually, to confirm that the documents remain properly stored, that access restrictions remain in effect, and that no litigation hold, regulatory inquiry, or other preservation obligation has been imposed that would affect the disposition of the inventoried documents.
3.  Monitoring the status of the related MTDC litigation and regulatory proceedings (AG CID Ref. CRB-2024-0417; Cook County Case No. 2024-CH-04417) and the existing Pinnacle patent matter (Matter No. 1031-00001; E.D. Va. Case No. 1:22-cv-01533) to determine whether an extension of the retention period is required under Section V.
4.  Coordinating the destruction of the inventoried documents upon expiration of the applicable retention period, in accordance with the destruction protocol set forth in Section VIII below.
5.  Maintaining this memorandum and all related custodial records in the Firm's central retention records.
In the event that the primary custodian is unavailable, has departed the Firm, or is otherwise unable to perform the custodial functions described above, the alternate custodian shall assume all responsibilities of the primary custodian until a successor primary custodian is designated by the General Counsel.
VIII. Destruction Protocol
Upon expiration of the applicable retention period — May 23, 2031, or such later date as may apply pursuant to the extended-retention provisions of Section V — the primary custodian shall execute the following destruction protocol:
1.  Verification of Preservation Obligations. The primary custodian shall verify that no litigation hold, regulatory inquiry, government investigation, subpoena, or other legal preservation obligation applies to any of the documents inventoried in Section IV. This verification shall include a review of the Firm's active litigation hold register, consultation with the General Counsel's office, and confirmation that none of the related matters identified in Section V remain pending or subject to appeal.
2.  Confirmation with General Counsel. The primary custodian shall confirm with the General Counsel (or the General Counsel's designee) that no reason exists to extend the retention period further, including but not limited to the pendency of any disciplinary proceeding, malpractice claim, or other matter that may require reference to the inventoried documents.
3.  Authorization of Permanent Deletion. Upon receipt of the General Counsel's confirmation, the primary custodian shall authorize the permanent deletion of all electronic files stored under Matter No. 1031-00001 from the DMS. Deletion shall be performed in accordance with the Firm's standard electronic records destruction procedures, which include secure, irreversible deletion of all file copies, backup copies, and metadata entries associated with the matter, in a manner consistent with the Firm's information security policies and applicable data protection requirements.
4.  Documentation of Destruction. Upon completion of the deletion process, the primary custodian shall complete C&H Form DR-1 (Document Destruction Certification), which shall memorialize the date of destruction, the method of destruction, the identity of the custodian authorizing the destruction, and a confirmation that all inventoried documents have been permanently deleted. The completed Form DR-1 shall be filed in the Firm's central retention records and shall be retained indefinitely as a permanent record of the Firm's compliance with the Policy.
No physical documents require destruction in connection with this matter, as no physical documents were generated or received. The destruction protocol described above applies exclusively to the electronic records stored in the DMS under Matter No. 1031-00001.
IX. Confirmation of No Confidential Information Disclosure
This Section provides a formal confirmation regarding the handling of confidential information in connection with the intake and declination of Matter No. 1031-00001.
MTDC Confidential Information. As stated in Section III above, no MTDC confidential information was received by the Firm at any point during the intake process. The only information received from MTDC was the general, preliminary description of the proposed engagement communicated by Terrence Whitfield to Rachel Bernstein during their telephone call on May 6, 2024, which did not include any documents, files, data, or detailed factual or legal analysis. No privileged, proprietary, or otherwise confidential MTDC information is in the Firm's possession, custody, or control.
Pinnacle Confidential Information. Consistent with the notification provided by Colleen Farrow to Jonathan Mercer on May 23, 2024 (Item 33 in Section IV), this memorandum confirms that no Pinnacle confidential information was disclosed to the proposed MTDC engagement team — specifically, Rachel Bernstein, Miriam Calloway, Devon Archer, and Nadia Petrov — at any point during the intake process. The Firm's ethical wall protocols were observed throughout the conflicts review, and no member of the proposed MTDC team was given access to the Pinnacle matter files (Matter No. 1031-00001) or to any Pinnacle confidential information in any form.
The Confidential Information Inventory (Item 17 in Section IV) was prepared by Priya Subramaniam under the direction of Jonathan Mercer for the sole purpose of assisting the Conflicts Committee in evaluating the nature and extent of the Firm's access to Pinnacle confidential information relevant to the TruScan 360 platform. The substantive content of the Confidential Information Inventory was reviewed only by Mr. Mercer and Ms. Subramaniam; it was not shared with, disclosed to, or reviewed by any member of the proposed MTDC engagement team. The Conflicts Committee reviewed the inventory in connection with its deliberations, but the Committee members who reviewed it (Lawrence Keating and Helen Drazkowski) were not members of the proposed MTDC engagement team and had no role in the proposed MTDC representation.
These confirmations are provided to document the Firm's compliance with its obligations under the Illinois Rules of Professional Conduct, including the duty of confidentiality under Rule 1.6 and the conflict-of-interest provisions of Rules 1.7 and 1.10, and to support the integrity of the Firm's ongoing representation of Pinnacle Workforce Analytics, Inc. in Matter No. 1031-00001.
X. Cross-References
The following matters, documents, and records are cross-referenced for future conflicts-screening, retention-management, and compliance purposes:
The primary custodian shall ensure that appropriate cross-references are maintained in the Firm's conflicts database and central retention records to facilitate future retrieval and review of the documents and records associated with this matter.
XI. Signature block
This Document Retention and Destruction Memorandum has been prepared and approved by the undersigned as of the date indicated below.
Prepared by:
CALDERWOOD & HARKNESS LLP
By: ________
Name: Colleen Farrow
Title: Director, Conflicts & New Business
Date: May 23, 2024
Approved by:
CALDERWOOD & HARKNESS LLP
By: ________
Name: Helen Drazkowski
Title: General Counsel
Date: May 23, 2024
PRIVILEGED AND CONFIDENTIAL — ATTORNEY WORK PRODUCT This memorandum is protected by the attorney work product doctrine and the attorney-client privilege. Unauthorized disclosure, copying, or distribution is strictly prohibited. If you have received this document in error, please contact the General Counsel of Calderwood & Harkness LLP immediately.
From: | Colleen Farrow, Director, Conflicts & New Business
To: | Rachel Bernstein, Partner, Privacy & Data Security
Helen Drazkowski, General Counsel
Lawrence Keating, Senior Partner & Chair, Conflicts Committee
CC: | Jonathan Mercer, Partner, intellectual Property / Patent Litigation
Miriam Calloway, Partner, Healthcare & Life Sciences
Devon Archer, Associate, Labor & Employment
Nadia Petrov, Associate, Labor & Employment
Date: | May 23, 2024
Re: | Document Retention and Destruction — Matter No. 1031-00001, Metropolitan Transit Development Corp. (Declined Engagement — Conflicts Declination)
Retention Category: | Declined Engagements — Conflicts
Category Code: | DE-C
Retention Period: | Seven (7) years from the date of matter closure
Date of Matter Closure: | May 23, 2024
Destruction-Eligible Date: | May 23, 2031
Reference | Description
C&H Matter No. 1031-00001 | Metropolitan Transit Development Corp. — Declined Engagement (Conflicts Declination)
C&H Matter No. 1031-00001 | Pinnacle Workforce Analytics, Inc. — Active Engagement (Patent Enforcement Litigation; responsible partner: Jonathan Mercer)
Conflicts Committee Resolution | Dated May 14, 2024; signed by Lawrence Keating, Chair, Conflicts Committee; formal declination of proposed MTDC engagement
Conflicts Database Update Memorandum | Dated May 23, 2024; prepared by Colleen Farrow; documents updates to Firm conflicts database
Matter Closure Form (C&H Form MC-1) | Dated May 23, 2024; completed by Rachel Bernstein and processed by Colleen Farrow
Quarterly Conflicts Committee Report — Q2 2024 | Entry for Matter No. 1031-00001 included in the Conflicts Committee's quarterly report to the Firm's Executive Committee

INTERNAL MEMORANDUM DOCUMENT RETENTION AND DESTRUCTION

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