1034-00001 · Graystone & Falk LLP · Document Review & Production

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CALDERWOOD & HARKNESS LLP Attorneys at Law

450 Park Avenue, 30th Floor New York, NY 10022

Telephone: (212) 554-7000 Facsimile: (212) 554-7001 www.calderwoodharkness.com

December 9, 2022

Clearpath Document Solutions Inc.

Attn: Raj K. Anand, Project Manager

15 Maiden Lane, Suite 800 New York, NY 10038

Re: Engagement of E-discovery Services — Calderwood & Harkness LLP Matter No. 1034-00001

Dear Mr. Anand:

This letter, together with the attached Statement of Work (the "SOW," attached hereto as Attachment A) and the Authorized User List (attached hereto as Attachment B), sets forth the terms and conditions under which Calderwood & Harkness LLP ("Firm," "C&H," or "we") engages Clearpath Document Solutions Inc. ("Clearpath" or "Vendor") to provide electronic discovery processing, hosting, review platform access, and document production services in connection with the above-referenced matter. The terms set forth herein shall be binding upon execution by authorized representatives of both parties.

1. Introduction and Purpose of Engagement

Calderwood & Harkness LLP is engaging Clearpath Document Solutions Inc. to provide electronic discovery processing, hosting, review platform access, and document production services in connection with a confidential client matter designated internally as 1034-00001 (the "Matter" or the "Engagement"). The engagement arises from the need to collect, process, host, review, and produce electronically stored information ("ESI") and scanned hard-copy documents in response to a federal grand jury subpoena. Given the sensitive nature of the underlying proceedings, the Firm requires that Clearpath perform its services with the highest degree of professionalism, accuracy, and security, and in strict compliance with the confidentiality and data security requirements set forth herein.

This engagement letter, together with the attached Statement of Work and the Authorized User List (collectively, the "Agreement"), constitutes the binding agreement between Calderwood & Harkness LLP and Clearpath Document Solutions Inc. for the services described herein. In the event of any conflict between the terms of this engagement letter and the attached SOW, the terms of this engagement letter shall control unless the SOW expressly states otherwise with respect to a specific technical production specification.

The effective date of this engagement is December 9, 2022 (the "Effective Date"). All obligations, rights, and responsibilities described herein shall commence as of the Effective Date.

It is expressly understood and agreed that this engagement is between Clearpath and Calderwood & Harkness LLP. Clearpath has no direct attorney-client relationship with the Firm's client, and nothing in this Agreement shall be construed to create any such relationship. Clearpath is being retained solely as a vendor and service provider to Calderwood & Harkness LLP in connection with the Matter. Clearpath shall take direction from, and be accountable to, the Firm's designated contacts with respect to all services performed under this Agreement.

2. Scope of Services

2.1 Data Ingestion and Processing

Clearpath will receive, ingest, and process ESI and scanned documents provided by Calderwood & Harkness LLP in connection with the Matter. The Firm anticipates delivering source data to Clearpath in multiple tranches, commencing on or about December 12, 2022. The estimated total data volume is approximately 8.3 gigabytes ("GB") of source data prior to processing. The maximum data volume covered under the flat fee arrangement described in Section 4 of this letter is up to 10 GB of source data. Any source data exceeding the 10 GB threshold shall be handled in accordance with the overage provisions set forth in Section 4.2 below.

The data sources anticipated for this engagement include, but may not be limited to, the following:

(a) Email archives in Hollowell Systems / Exchange format (.pst and .ost files);

(b) Loose electronic files, including portable document format files (.pdf), Microsoft Word documents (.doc, .docx), Microsoft Excel spreadsheets (.xls, .xlsx), and other common file types;

(d) Mobile device backup extracts provided in industry-standard forensic extraction formats.

The estimated document count is approximately 14,200 documents prior to de-duplication. The actual document count may vary depending on the results of de-duplication and processing.

Clearpath's processing services shall include, at a minimum, the following:

(a) Custodian-level de-duplication of all ingested documents using MD5 hash values, ensuring that duplicate documents within a single custodian's data set are identified and removed from the review population while retaining the earliest-dated instance of each duplicate;

(b) Extraction of all available metadata from source files, including but not limited to the metadata fields specified in Section 3 below and in the SOW;

(c) Text extraction from all natively text-bearing electronic files, and Optical Character Recognition ("OCR") for all image-only files (including scanned paper documents), using industry-standard OCR software at a minimum resolution of 300 dots per inch ("DPI");

(d) Threading of email conversations to enable efficient linear review of email chains by the C&H review team; and

(e) Removal of system and application files per the National Institute of Standards and Technology ("NIST") National Software Reference Library ("NSRL"), commonly referred to as "de-NISTing," to exclude non-relevant system files from the review population.

All processing shall be performed in accordance with the detailed Processing Specifications set forth in Section A.6 of the attached SOW.

2.2 Hosting and Review Platform

Clearpath will host all processed data on its secure, web-based review platform (the "Platform") for the duration of the engagement, as further specified in Section A.7 of the SOW. The Platform must be accessible via standard web browsers and must provide a stable, responsive user experience suitable for document-by-document review and bulk coding operations.

Calderwood & Harkness review team members who shall be granted access to the Platform are as follows:

(a) Conrad Ashby, Partner;

(b) Daniel Obi, Lead Associate;

(d) Designated paralegal staff, as identified by C&H in writing pursuant to the procedures set forth in Attachment B.

No other individuals shall be granted access to the Platform or to any data hosted thereon without the prior written authorization of Calderwood & Harkness LLP. The specific access levels and permissions for each authorized user are set forth in Attachment B.

The Platform must support, at a minimum, the following review and coding functionalities:

(a) Coding for responsiveness determinations (e.g., Responsive, Not Responsive, Needs Further Review);

(b) Coding for privilege determinations (e.g., Privileged, Work Product, Not Privileged);

(c) Coding for confidentiality designations in accordance with any applicable protective order or confidentiality stipulation;

(d) Issue tagging using custom tags and tag hierarchies as defined by the C&H review team;

(e) Custom coding fields as reasonably requested by C&H from time to time during the engagement; and

(f) Batch coding and bulk tagging capabilities to facilitate efficient review workflows.

In addition, the Platform must support the following search and filtering capabilities:

(a) Full-text keyword searching across all extracted text and OCR text;

(b) Date range filtering by any date-type metadata field;

(d) Boolean search operators (AND, OR, NOT, proximity operators, and wildcard characters); and

(e) Combined search and filter functionality allowing the C&H review team to layer multiple search criteria simultaneously.

2.3 Document Production

Clearpath will produce documents in the format and according to the specifications set forth in the attached SOW (Attachment A). Productions will be delivered on a rolling basis, as directed by Calderwood & Harkness LLP. The Firm anticipates multiple production sets over the course of the engagement, with up to four (4) production sets covered under the flat fee arrangement described in Section 4.1 below.

All production media shall be delivered via secure electronic transfer (using Clearpath's encrypted file transfer portal or secure FTP), or on encrypted portable media (e.g., encrypted USB drive or external hard drive), as directed by C&H for each production. When portable media is used, Clearpath shall provide chain-of-custody documentation in connection with each delivery, including the date and time of transfer, the name of the individual delivering the media, and the name of the individual receiving the media.

Each production set shall be accompanied by a production transmittal letter or email prepared by Clearpath, identifying the production set number, the Bates range covered, the total document count, and the total page count for the production.

2.4 Bates Stamping

All produced documents shall be Bates-stamped using the following convention:

Prefix: CALDWELL-

Numbering Format: Five-digit sequential number, zero-padded (e.g., CALDWELL-00001, CALDWELL-00002, etc.)

Bates numbering shall begin at CALDWELL-00001 for the first document produced in the first production set and shall run sequentially across all production sets without gaps, resets, or duplication between rolling productions. Each page of each produced document shall bear a unique Bates number. Clearpath is solely responsible for ensuring accurate, consistent, and non-duplicative Bates stamping across all productions. Any errors in Bates stamping shall be corrected by Clearpath at no additional cost to the Firm.

3. Production Specifications (Summary)

The following is a summary of the production specifications applicable to all document productions under this engagement. Full, detailed specifications are set forth in Attachment A (Statement of Work). In the event of any inconsistency between this summary and the detailed specifications in the SOW, the SOW shall control with respect to technical production specifications.

Output Format. Documents shall be produced as single-page TIFF images using Group IV compression at a minimum resolution of 300 DPI. Standard text documents shall be produced in black and white. Natively color documents (e.g., color photographs, marketing materials, annotated documents) shall be produced as color TIFF or JPEG images, as directed by C&H on a document-by-document or category basis.

Load Files. Each production shall be accompanied by the following load files:

(a) A concordance DAT file (.dat), using the delimiter conventions specified in Section A.2 of the SOW;

(b) An Opticon image load file (.opt), linking each Bates number to the corresponding TIFF image file; and

(c) Native files for designated file types (including, at a minimum, Microsoft Excel spreadsheets and Microsoft Northgate Services Inc. presentations), to be produced alongside the TIFF images.

Extracted and OCR Text Files. Each production shall include one extracted or OCR text file per document, with each text file named to correspond with the beginning Bates number of the associated document (e.g., CALDWELL-00001.txt).

Metadata Fields. The concordance DAT load file shall include, at a minimum, the following metadata fields for each document:

BegBates, EndBates, BegAttach, EndAttach, Custodian, DateSent, TimeSent, DateReceived, Author, From, To, CC, BCC, Subject, FileName, FileExtension, FileSize, DateCreated, DateModified, MD5Hash, NativeFilePath, TextFilePath

Additional metadata fields may be requested by C&H from time to time during the engagement, and Clearpath shall accommodate such requests to the extent the requested metadata is available from the source data.

Redaction Capability. Clearpath must have the capability to apply redactions to Bates-stamped TIFF images as directed by C&H counsel during privilege review or confidentiality review. Redacted documents shall be clearly marked with a redaction box and an appropriate redaction label (e.g., "PRIVILEGED AND CONFIDENTIAL — ATTORNEY-CLIENT COMMUNICATION," "REDACTED — WORK PRODUCT," or such other label as directed by C&H). The underlying text beneath any redaction shall be permanently removed from the produced TIFF image and from the corresponding extracted text file.

4. Fees and Payment Terms

4.1 Flat Fee

Clearpath will perform all services described in this engagement letter and the attached SOW for a flat fee of Forty-Seven Thousand Five Hundred Dollars ($47,500.00) (the "Flat Fee"). The Flat Fee covers the following services:

(a) Data ingestion and processing of up to 10 GB of source data;

(b) Hosting of all processed data on the Platform for up to six (6) months from the date of the initial data load;

(d) All quality assurance activities described in Section 8 of this letter; and

(e) All project management services, including weekly status reports and routine communications with the C&H team.

The Flat Fee is inclusive of all costs and expenses associated with the services described above, including but not limited to software licensing fees, server and storage costs, and personnel costs. No additional fees, surcharges, or expenses shall be charged to C&H for services within the scope of the Flat Fee without the prior written consent of the Firm.

4.2 Overage and Additional Services

In the event that the total source data volume exceeds 10 GB, Clearpath shall promptly notify Calderwood & Harkness LLP in writing before processing any data in excess of the 10 GB threshold. The parties shall negotiate in good faith and agree upon an additional fee in writing before Clearpath proceeds with processing the excess data. Clearpath shall not process data exceeding the 10 GB threshold without written authorization from C&H, and any fees for overage processing must be agreed upon in a written amendment to this Agreement.

If the engagement requires hosting beyond the initial six-month period specified in Section A.7 of the SOW, the continuation of hosting services and the associated fees shall be negotiated and agreed upon in writing between the parties in advance of the expiration of the initial hosting period. Clearpath shall provide C&H with at least thirty (30) days' written notice before the expiration of the initial hosting period to facilitate timely discussion of any extension.

Any services not described in this engagement letter or the attached SOW are outside the scope of this engagement and shall not be performed by Clearpath without a separate written agreement and fee arrangement. Examples of out-of-scope services include, but are not limited to:

(a) Additional production sets beyond the four (4) covered by the Flat Fee;

(b) Forensic collection services or on-site data collection;

(d) Early case assessment analytics, predictive coding, or technology-assisted review ("TAR") workflows; and

(e) Any other services not expressly enumerated in this engagement letter or the SOW.

4.3 Invoicing and Payment

Clearpath shall issue a single invoice to Calderwood & Harkness LLP for the full Flat Fee of $47,500.00 upon the completion of the first production set. Payment shall be due within thirty (30) days of the Firm's receipt of the invoice ("Net 30").

All invoices shall be directed to:

Calderwood & Harkness LLP

Attn: Accounts Payable

450 Park Avenue, 30th Floor New York, NY 10022

A copy of each invoice shall also be directed to the attention of Lisa Morrow at the same address, with a reference to Matter No. 1034-00001. Invoices may be submitted by email to the email addresses on file for Accounts Payable and Ms. Morrow, provided that hard copies are also mailed upon request.

Invoices shall include a reasonably detailed description of the services performed, the applicable production set(s) completed, and the Matter reference number. Clearpath shall not include any confidential client information, investigation details, or privileged communications on any invoice.

5. Confidentiality and Data Security

5.1 Confidentiality Obligations

All data, documents, information, and communications provided to Clearpath or generated by Clearpath in connection with this engagement (collectively, "Confidential Information") are strictly confidential and shall be treated as such by Clearpath and all Clearpath personnel. Confidential Information includes, without limitation, all ESI, scanned documents, metadata, work product, attorney communications, production materials, and any information concerning the existence, nature, or subject matter of the engagement.

Clearpath expressly acknowledges that the materials provided in connection with this engagement may include information protected by the attorney-client privilege and/or the work product doctrine. Clearpath's receipt, processing, hosting, or handling of such materials does not constitute a waiver of any applicable privilege or protection. Clearpath agrees that it shall take no action that could be construed as a waiver of any privilege or protection belonging to the Firm or its client.

Clearpath shall not disclose any Confidential Information to any third party without the prior written consent of Calderwood & Harkness LLP. In the event that Clearpath receives a subpoena, court order, or other compulsory legal process seeking disclosure of Confidential Information, Clearpath shall:

(a) Provide Calderwood & Harkness LLP with prompt written notice (and, to the extent practicable, advance notice before any disclosure is made) of the receipt of such process;

(b) Cooperate with C&H in seeking any available protective order or other appropriate relief to prevent or limit disclosure;

(d) Use commercially reasonable efforts to ensure that any Confidential Information so disclosed is treated as confidential by the receiving party.

Clearpath's confidentiality obligations under this Section 5.1 shall survive the termination or completion of the engagement and shall remain in full force and effect indefinitely.

5.2 Data Security Requirements

Clearpath shall implement and maintain the following data security measures throughout the duration of the engagement:

(a) Data Location. All data associated with this engagement must be stored on servers located within the continental United States. Under no circumstances shall engagement data be transferred to, stored on, or processed by servers located outside the continental United States without the prior written consent of Calderwood & Harkness LLP.

(b) Encryption in Transit. All data transmitted between Clearpath and Calderwood & Harkness LLP, or between Clearpath systems, must be encrypted using Advanced Encryption Standard 256-bit ("AES-256") encryption or an equivalent or stronger encryption standard.

(c) Encryption at Rest. All data stored by Clearpath in connection with this engagement must be encrypted at rest and stored on access-controlled servers. Multi-factor authentication ("MFA") shall be required for all user access to the Platform and to any system containing engagement data.

(d) Security Certification. Clearpath shall maintain SOC 2 Type II compliance (or an equivalent industry-standard security certification, such as ISO 27001) for the duration of the engagement. Clearpath shall provide C&H with a copy of its most recent SOC 2 Type II audit report upon request.

(e) Breach Notification. Clearpath shall notify Calderwood & Harkness LLP within twenty-four (24) hours of any suspected or confirmed data breach, unauthorized access, or security incident involving engagement data. Such notification shall be provided to both Lisa Morrow and Daniel Obi by telephone and email, and shall include a description of the incident, the data potentially affected, the steps taken to contain the incident, and the remedial actions planned.

(f) Access Controls. Access to the review Platform and to all underlying data shall be restricted to (i) Clearpath personnel with a demonstrated need-to-know in connection with the performance of services under this Agreement, and (ii) the C&H review team members identified in writing by C&H in accordance with Attachment B. Clearpath shall maintain a log of all personnel who access engagement data and shall make such log available to C&H upon request.

5.3 Data Segregation

All data associated with this engagement must be logically segregated from the data of other Clearpath clients and from Clearpath's own corporate data. Engagement-specific data must be identifiable, retrievable, and manageable as a discrete data set at all times. Clearpath shall ensure that no commingling of engagement data with data belonging to other clients or matters occurs at any point during processing, hosting, production, or storage.

6. Data Return and Destruction

Upon written request from Calderwood & Harkness LLP at the conclusion of the engagement, or at any time during the engagement, Clearpath shall, at C&H's election, either:

(a) Return all engagement data to C&H on encrypted media or via secure electronic transfer, in a format and on a timeline specified by C&H; or

(b) Certify in writing the complete and irreversible destruction of all engagement data in Clearpath's possession, custody, or control, including all copies, backup copies, archival copies, disaster recovery copies, and any other reproductions of the data, in accordance with the standards set forth in NIST Special Publication 800-88, Guidelines for Media Sanitization, or an equivalent industry-standard data destruction methodology.

Clearpath shall not retain any copies of engagement data after return or destruction, except to the extent required by applicable law or regulation. In the event that Clearpath is required by law to retain any engagement data, Clearpath shall promptly notify C&H in writing, identifying the specific data retained and the legal basis for retention, and shall continue to protect such retained data in accordance with the confidentiality and security obligations of this Agreement.

Upon completion of data return or destruction, Clearpath shall provide C&H with a signed certification, executed by an authorized officer of Clearpath, confirming: (i) the date of return or destruction; (ii) the method of return or destruction; (iii) a description of the data returned or destroyed; and (iv) confirmation that no copies of the engagement data have been retained by Clearpath, except as disclosed in the certification.

Calderwood & Harkness LLP retains the exclusive right to direct the timing and method of data return or destruction.

7. Project Management and Communications

Clearpath designates Raj K. Anand, Project Manager, as the primary point of contact for all engagement-related communications. Mr. Anand shall be available during normal business hours (9:00 a.m. to 6:00 p.m. Eastern Time, Monday through Friday) and shall respond to inquiries from the C&H team within four (4) business hours of receipt. In the event that Mr. Anand is unavailable due to absence, Clearpath shall designate an alternate contact and notify C&H in writing in advance.

Calderwood & Harkness LLP designates Lisa Morrow, Associate, as the primary point of contact for all engagement-related communications. Daniel Obi, Associate, shall serve as the alternate contact in Ms. Morrow's absence. All instructions, approvals, and authorizations relating to the engagement shall be communicated through Ms. Morrow or Mr. Obi, or such other C&H personnel as the Firm may designate in writing from time to time.

All substantive communications regarding production specifications, processing issues, scope changes, timeline adjustments, or any other matters affecting the performance of services under this Agreement shall be documented in writing. Email shall be an acceptable form of written communication for purposes of this Section 7, provided that any communications relating to changes in scope, fees, or contractual terms shall be confirmed by both parties in writing.

During active processing and production periods, Clearpath shall provide weekly status reports to the C&H team, delivered by email no later than 5:00 p.m. Eastern Time each Friday (or the last business day of the week). Each weekly status report shall include, at a minimum, the following metrics and information:

(a) Total volume of data received and ingested to date;

(b) Total number of documents processed;

(d) Total number of documents queued for production (to the extent known by Clearpath);

(e) Status of any pending or in-progress production sets;

(f) Processing exceptions or errors encountered, including a description of the exception, the affected files, and the proposed resolution; and

(g) Any other material issues, risks, or concerns relating to the engagement.

8. Quality Assurance

Clearpath shall implement and maintain a rigorous quality assurance ("QA") process for all productions performed under this engagement. The QA process shall include, at a minimum, the following steps for each production set:

(a) Bates Number Verification. Verification that all Bates numbers are accurate, sequential, and non-duplicative across the current production set and all prior production sets. Verification that Bates numbering adheres to the CALDWELL-NNNNN convention specified in this Agreement.

(b) Load File Validation. Verification that all fields in the concordance DAT load file are correctly populated and that the load file parses without error in industry-standard review platforms (including Relativity and Ashgrove Technologies). Verification that the Opticon OPT load file correctly links all Bates numbers to the corresponding TIFF image files.

(c) Image Quality Review. Review of a statistically significant sample of produced TIFF images to confirm legibility, correct page count, proper orientation, and appropriate resolution. Any images found to be illegible, incorrectly oriented, or otherwise deficient shall be re-processed before delivery.

(d) Native File Confirmation. Confirmation that native files are included in the production for all designated file types (including, at a minimum, Microsoft Excel spreadsheets and Microsoft Northgate Services Inc. presentations) and that the native files open correctly and correspond to the associated TIFF images.

(e) Text File Correspondence. Confirmation that each extracted text file corresponds to the correct document and that text files are named in accordance with the BegBates naming convention specified in this Agreement and the SOW.

(f) Redaction Verification. For any documents containing redactions, verification that redactions are properly applied, that the underlying text has been permanently removed from both the TIFF image and the corresponding text file, and that the redaction label is legible and correctly placed.

Calderwood & Harkness LLP reserves the right to reject any production set, or any portion thereof, that does not meet the specifications set forth in this engagement letter and the SOW. In the event of a rejection, Clearpath shall promptly re-process and re-deliver the corrected production at no additional cost to the Firm. Clearpath shall use commercially reasonable efforts to complete any re-processing and re-delivery within three (3) business days of notification of the deficiency.

9. Representations and Warranties

Clearpath represents and warrants to Calderwood & Harkness LLP as follows:

(a) Technical Capability. Clearpath has the technical capability, qualified personnel, infrastructure, and resources necessary to perform all services described in this Agreement within the timelines directed by C&H. Clearpath's Platform and processing tools are industry-standard and suitable for the volume and complexity of the engagement.

(b) No Conflicts. Clearpath has no actual or potential conflicts of interest with respect to this engagement, including without limitation any relationship with any party adverse to the Firm's client in the Matter. Clearpath shall promptly notify C&H in writing if any actual or potential conflict arises during the course of the engagement.

(c) Insurance. Clearpath maintains adequate professional liability insurance and errors and omissions insurance coverage in amounts sufficient to cover the services provided under this Agreement. Clearpath shall provide C&H with proof of such insurance coverage upon request.

(d) Compliance with Law. Clearpath shall perform all services in compliance with all applicable federal, state, and local laws, regulations, and industry standards, including without limitation all applicable data privacy and data security laws and regulations.

(e) Authority. Clearpath has the full right, power, and authority to enter into this Agreement and to perform its obligations hereunder, and the execution and performance of this Agreement does not conflict with any other agreement or obligation of Clearpath.

10. Limitation of Liability and Indemnification

10.1 Limitation of Liability

Except with respect to breaches of confidentiality obligations under Section 5, breaches of data security obligations under Section 5, gross negligence, or willful misconduct, neither party's aggregate liability to the other party under or in connection with this Agreement shall exceed the total amount of the Flat Fee paid or payable under this Agreement. In no event shall either party be liable to the other for any indirect, incidental, consequential, special, or punitive damages, including lost profits, arising out of or in connection with this Agreement, regardless of the theory of liability, except in cases of gross negligence, willful misconduct, or breach of confidentiality or data security obligations.

10.2 Indemnification. Clearpath shall indemnify, defend, and hold harmless Calderwood & Harkness LLP, its partners, associates, employees, and agents from and against any and all losses, claims, damages, liabilities, costs, and expenses (including reasonable attorneys' fees and costs of litigation or arbitration) arising out of or resulting from:

(a) Clearpath's breach of any confidentiality obligation under Section 5 of this Agreement;

(b) Clearpath's breach of any data security obligation under Section 5 of this Agreement;

(c) Any data breach, unauthorized access, or security incident caused by Clearpath's negligence or failure to comply with the data security requirements of this Agreement; or

(d) Clearpath's negligent or wrongful performance of services under this Agreement, including without limitation errors in Bates stamping, load file generation, or production that result in harm to the Firm or its client.

The indemnification obligations under this Section 10.2 shall survive the termination or completion of the engagement.

11. Term and Termination

11.1 Term. This engagement commences on December 9, 2022 (the Effective Date) and shall continue until all services described herein have been completed and all engagement data has been returned to C&H or destroyed in accordance with Section 6 of this Agreement, unless earlier terminated in accordance with Section 11.2 below.

11.2 Termination. Either party may terminate this Agreement upon thirty (30) days' prior written notice to the other party. Written notice of termination shall be delivered to the addresses set forth in this Agreement (or to such other address as either party may designate in writing) and shall specify the effective date of termination.

11.3 Obligations Upon Termination

In the event of termination, the following obligations shall apply:

(a) Clearpath shall promptly return or destroy all engagement data in accordance with Section 6 of this Agreement, as directed by C&H.

(b) Calderwood & Harkness LLP shall pay Clearpath for services rendered through the effective date of termination on a pro-rata basis of the Flat Fee, calculated based on the percentage of services completed as of the date of termination. The parties shall negotiate the pro-rata calculation in good faith, taking into account the volume of data processed, the number of production sets completed, and the remaining hosting period.

(c) All confidentiality, data security, indemnification, and data return/destruction obligations shall survive termination and remain in full force and effect.

12. General Provisions

12.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflict of laws principles.

12.2 Dispute Resolution. Any dispute, controversy, or claim arising out of or relating to this Agreement, or the breach, termination, or invalidity thereof, shall be resolved by binding arbitration in New York, New York, administered by the American Arbitration Association (the "AAA") under its Commercial Arbitration Rules then in effect. The arbitration shall be conducted before a single arbitrator selected in accordance with the AAA rules. The decision of the arbitrator shall be final and binding upon the parties and may be entered as a judgment in any court of competent jurisdiction. Each party shall bear its own costs and attorneys' fees in connection with any arbitration, unless the arbitrator determines that the circumstances warrant an award of costs and fees to the prevailing party.

12.3 Assignment. Neither party may assign, transfer, or delegate this Agreement or any rights or obligations hereunder without the prior written consent of the other party. Any purported assignment without such consent shall be null and void. Notwithstanding the foregoing, C&H may assign this Agreement to a successor firm or entity without Clearpath's consent, provided that the assignee assumes all obligations of C&H under this Agreement.

12.4 Entire Agreement. This engagement letter, together with the attached Statement of Work (Attachment A) and the Authorized User List (Attachment B), constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous negotiations, representations, understandings, and agreements, whether written or oral, relating to such subject matter. No amendment, modification, or waiver of any provision of this Agreement shall be effective unless made in writing and signed by authorized representatives of both parties.

12.5 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Execution and delivery of this Agreement by electronic signature (including Brightwater Software or similar platforms) shall be deemed valid and effective for all purposes.

12.6 Independent Contractor. Clearpath is an independent contractor of Calderwood & Harkness LLP. Nothing in this Agreement shall be construed to create any employment, partnership, joint venture, or agency relationship between the parties. Clearpath is solely responsible for the compensation, benefits, and working conditions of its personnel. Clearpath shall not have the authority to bind C&H or to make any commitments on behalf of C&H.

12.7 Notices. All notices required or permitted under this Agreement shall be in writing and shall be delivered by hand, by nationally recognized overnight courier service, or by email (with confirmation of receipt), to the addresses set forth in this Agreement or to such other addresses as either party may designate in writing.

12.8 Severability. If any provision of this Agreement is held to be invalid, illegal, or unenforceable by a court or arbitrator of competent jurisdiction, the remaining provisions shall continue in full force and effect to the extent permitted by law.

12.9 Waiver. The failure of either party to enforce any provision of this Agreement shall not constitute a waiver of such provision or of the right to enforce it at a later time.

We appreciate Clearpath's willingness to assist Calderwood & Harkness LLP with this important engagement. If the foregoing terms are acceptable, please execute this letter in the space provided below and return a signed copy to the undersigned. Upon execution by both parties, this letter and the attached SOW and Authorized User List shall constitute the binding agreement between the parties.

Please do not hesitate to contact Lisa Morrow at (212) 554-7128 or lmorrow@calderwoodharkness.com, or Daniel Obi at (212) 554-7215 or dobi@calderwoodharkness.com, should you have any questions regarding this engagement.

[Signature Page Follows]

SIGNATURE PAGE VENDOR ENGAGEMENT LETTER / STATEMENT OF WORK CALDERWOOD & HARKNESS LLP — MATTER NO. 1034-00001

AGREED AND ACCEPTED:

CALDERWOOD & HARKNESS LLP

By: ________

Name: Lisa Morrow

Title: Associate (Authorized Signatory for Vendor Engagements)

Date: ________

Matter Reference: 1034-00001

CLEARPATH DOCUMENT SOLUTIONS INC.

By: ________

Name: Raj K. Anand

Title: Project Manager

Date: ________

ATTACHMENT A

STATEMENT OF WORK — PRODUCTION SPECIFICATIONS

This Statement of Work ("SOW") is attached to and incorporated by reference into the Vendor Engagement Letter dated December 9, 2022, between Calderwood & Harkness LLP ("C&H" or "Firm") and Clearpath Document Solutions Inc. ("Clearpath" or "Vendor") relating to Matter No. 1034-00001 (the "Engagement Letter"). Capitalized terms used but not defined in this SOW shall have the meanings ascribed to them in the Engagement Letter.

CALDERWOOD & HARKNESS LLP Attorneys at Law
450 Park Avenue, 30th Floor New York, NY 10022
Telephone: (212) 554-7000 Facsimile: (212) 554-7001 www.calderwoodharkness.com
December 9, 2022
Clearpath Document Solutions Inc.
Attn: Raj K. Anand, Project Manager
15 Maiden Lane, Suite 800 New York, NY 10038
Re: Engagement of E-discovery Services — Calderwood & Harkness LLP Matter No. 1034-00001
Dear Mr. Anand:
This letter, together with the attached Statement of Work (the "SOW," attached hereto as Attachment A) and the Authorized User List (attached hereto as Attachment B), sets forth the terms and conditions under which Calderwood & Harkness LLP ("Firm," "C&H," or "we") engages Clearpath Document Solutions Inc. ("Clearpath" or "Vendor") to provide electronic discovery processing, hosting, review platform access, and document production services in connection with the above-referenced matter. The terms set forth herein shall be binding upon execution by authorized representatives of both parties.
1. Introduction and Purpose of Engagement
Calderwood & Harkness LLP is engaging Clearpath Document Solutions Inc. to provide electronic discovery processing, hosting, review platform access, and document production services in connection with a confidential client matter designated internally as 1034-00001 (the "Matter" or the "Engagement"). The engagement arises from the need to collect, process, host, review, and produce electronically stored information ("ESI") and scanned hard-copy documents in response to a federal grand jury subpoena. Given the sensitive nature of the underlying proceedings, the Firm requires that Clearpath perform its services with the highest degree of professionalism, accuracy, and security, and in strict compliance with the confidentiality and data security requirements set forth herein.
This engagement letter, together with the attached Statement of Work and the Authorized User List (collectively, the "Agreement"), constitutes the binding agreement between Calderwood & Harkness LLP and Clearpath Document Solutions Inc. for the services described herein. In the event of any conflict between the terms of this engagement letter and the attached SOW, the terms of this engagement letter shall control unless the SOW expressly states otherwise with respect to a specific technical production specification.
The effective date of this engagement is December 9, 2022 (the "Effective Date"). All obligations, rights, and responsibilities described herein shall commence as of the Effective Date.
It is expressly understood and agreed that this engagement is between Clearpath and Calderwood & Harkness LLP. Clearpath has no direct attorney-client relationship with the Firm's client, and nothing in this Agreement shall be construed to create any such relationship. Clearpath is being retained solely as a vendor and service provider to Calderwood & Harkness LLP in connection with the Matter. Clearpath shall take direction from, and be accountable to, the Firm's designated contacts with respect to all services performed under this Agreement.
2. Scope of Services
2.1 Data Ingestion and Processing
Clearpath will receive, ingest, and process ESI and scanned documents provided by Calderwood & Harkness LLP in connection with the Matter. The Firm anticipates delivering source data to Clearpath in multiple tranches, commencing on or about December 12, 2022. The estimated total data volume is approximately 8.3 gigabytes ("GB") of source data prior to processing. The maximum data volume covered under the flat fee arrangement described in Section 4 of this letter is up to 10 GB of source data. Any source data exceeding the 10 GB threshold shall be handled in accordance with the overage provisions set forth in Section 4.2 below.
The data sources anticipated for this engagement include, but may not be limited to, the following:
(a) Email archives in Hollowell Systems / Exchange format (.pst and .ost files);
(b) Loose electronic files, including portable document format files (.pdf), Microsoft Word documents (.doc, .docx), Microsoft Excel spreadsheets (.xls, .xlsx), and other common file types;
(c) Scanned paper documents provided in multi-page TIFF or PDF format; and
(d) Mobile device backup extracts provided in industry-standard forensic extraction formats.
The estimated document count is approximately 14,200 documents prior to de-duplication. The actual document count may vary depending on the results of de-duplication and processing.
Clearpath's processing services shall include, at a minimum, the following:
(a) Custodian-level de-duplication of all ingested documents using MD5 hash values, ensuring that duplicate documents within a single custodian's data set are identified and removed from the review population while retaining the earliest-dated instance of each duplicate;
(b) Extraction of all available metadata from source files, including but not limited to the metadata fields specified in Section 3 below and in the SOW;
(c) Text extraction from all natively text-bearing electronic files, and Optical Character Recognition ("OCR") for all image-only files (including scanned paper documents), using industry-standard OCR software at a minimum resolution of 300 dots per inch ("DPI");
(d) Threading of email conversations to enable efficient linear review of email chains by the C&H review team; and
(e) Removal of system and application files per the National Institute of Standards and Technology ("NIST") National Software Reference Library ("NSRL"), commonly referred to as "de-NISTing," to exclude non-relevant system files from the review population.
All processing shall be performed in accordance with the detailed Processing Specifications set forth in Section A.6 of the attached SOW.
2.2 Hosting and Review Platform
Clearpath will host all processed data on its secure, web-based review platform (the "Platform") for the duration of the engagement, as further specified in Section A.7 of the SOW. The Platform must be accessible via standard web browsers and must provide a stable, responsive user experience suitable for document-by-document review and bulk coding operations.
Calderwood & Harkness review team members who shall be granted access to the Platform are as follows:
(a) Conrad Ashby, Partner;
(b) Daniel Obi, Lead Associate;
(c) Lisa Morrow, Associate; and
(d) Designated paralegal staff, as identified by C&H in writing pursuant to the procedures set forth in Attachment B.
No other individuals shall be granted access to the Platform or to any data hosted thereon without the prior written authorization of Calderwood & Harkness LLP. The specific access levels and permissions for each authorized user are set forth in Attachment B.
The Platform must support, at a minimum, the following review and coding functionalities:
(a) Coding for responsiveness determinations (e.g., Responsive, Not Responsive, Needs Further Review);
(b) Coding for privilege determinations (e.g., Privileged, Work Product, Not Privileged);
(c) Coding for confidentiality designations in accordance with any applicable protective order or confidentiality stipulation;
(d) Issue tagging using custom tags and tag hierarchies as defined by the C&H review team;
(e) Custom coding fields as reasonably requested by C&H from time to time during the engagement; and
(f) Batch coding and bulk tagging capabilities to facilitate efficient review workflows.
In addition, the Platform must support the following search and filtering capabilities:
(a) Full-text keyword searching across all extracted text and OCR text;
(b) Date range filtering by any date-type metadata field;
(c) Custodian filtering;
(d) Boolean search operators (AND, OR, NOT, proximity operators, and wildcard characters); and
(e) Combined search and filter functionality allowing the C&H review team to layer multiple search criteria simultaneously.
2.3 Document Production
Clearpath will produce documents in the format and according to the specifications set forth in the attached SOW (Attachment A). Productions will be delivered on a rolling basis, as directed by Calderwood & Harkness LLP. The Firm anticipates multiple production sets over the course of the engagement, with up to four (4) production sets covered under the flat fee arrangement described in Section 4.1 below.
All production media shall be delivered via secure electronic transfer (using Clearpath's encrypted file transfer portal or secure FTP), or on encrypted portable media (e.g., encrypted USB drive or external hard drive), as directed by C&H for each production. When portable media is used, Clearpath shall provide chain-of-custody documentation in connection with each delivery, including the date and time of transfer, the name of the individual delivering the media, and the name of the individual receiving the media.
Each production set shall be accompanied by a production transmittal letter or email prepared by Clearpath, identifying the production set number, the Bates range covered, the total document count, and the total page count for the production.
2.4 Bates Stamping
All produced documents shall be Bates-stamped using the following convention:
Prefix: CALDWELL-
Numbering Format: Five-digit sequential number, zero-padded (e.g., CALDWELL-00001, CALDWELL-00002, etc.)
Bates numbering shall begin at CALDWELL-00001 for the first document produced in the first production set and shall run sequentially across all production sets without gaps, resets, or duplication between rolling productions. Each page of each produced document shall bear a unique Bates number. Clearpath is solely responsible for ensuring accurate, consistent, and non-duplicative Bates stamping across all productions. Any errors in Bates stamping shall be corrected by Clearpath at no additional cost to the Firm.
3. Production Specifications (Summary)
The following is a summary of the production specifications applicable to all document productions under this engagement. Full, detailed specifications are set forth in Attachment A (Statement of Work). In the event of any inconsistency between this summary and the detailed specifications in the SOW, the SOW shall control with respect to technical production specifications.
Output Format. Documents shall be produced as single-page TIFF images using Group IV compression at a minimum resolution of 300 DPI. Standard text documents shall be produced in black and white. Natively color documents (e.g., color photographs, marketing materials, annotated documents) shall be produced as color TIFF or JPEG images, as directed by C&H on a document-by-document or category basis.
Load Files. Each production shall be accompanied by the following load files:
(a) A concordance DAT file (.dat), using the delimiter conventions specified in Section A.2 of the SOW;
(b) An Opticon image load file (.opt), linking each Bates number to the corresponding TIFF image file; and
(c) Native files for designated file types (including, at a minimum, Microsoft Excel spreadsheets and Microsoft Northgate Services Inc. presentations), to be produced alongside the TIFF images.
Extracted and OCR Text Files. Each production shall include one extracted or OCR text file per document, with each text file named to correspond with the beginning Bates number of the associated document (e.g., CALDWELL-00001.txt).
Metadata Fields. The concordance DAT load file shall include, at a minimum, the following metadata fields for each document:
BegBates, EndBates, BegAttach, EndAttach, Custodian, DateSent, TimeSent, DateReceived, Author, From, To, CC, BCC, Subject, FileName, FileExtension, FileSize, DateCreated, DateModified, MD5Hash, NativeFilePath, TextFilePath
Additional metadata fields may be requested by C&H from time to time during the engagement, and Clearpath shall accommodate such requests to the extent the requested metadata is available from the source data.
Redaction Capability. Clearpath must have the capability to apply redactions to Bates-stamped TIFF images as directed by C&H counsel during privilege review or confidentiality review. Redacted documents shall be clearly marked with a redaction box and an appropriate redaction label (e.g., "PRIVILEGED AND CONFIDENTIAL — ATTORNEY-CLIENT COMMUNICATION," "REDACTED — WORK PRODUCT," or such other label as directed by C&H). The underlying text beneath any redaction shall be permanently removed from the produced TIFF image and from the corresponding extracted text file.
4. Fees and Payment Terms
4.1 Flat Fee
Clearpath will perform all services described in this engagement letter and the attached SOW for a flat fee of Forty-Seven Thousand Five Hundred Dollars ($47,500.00) (the "Flat Fee"). The Flat Fee covers the following services:
(a) Data ingestion and processing of up to 10 GB of source data;
(b) Hosting of all processed data on the Platform for up to six (6) months from the date of the initial data load;
(c) Up to four (4) separate production sets, including Bates stamping, load file generation, and delivery;
(d) All quality assurance activities described in Section 8 of this letter; and
(e) All project management services, including weekly status reports and routine communications with the C&H team.
The Flat Fee is inclusive of all costs and expenses associated with the services described above, including but not limited to software licensing fees, server and storage costs, and personnel costs. No additional fees, surcharges, or expenses shall be charged to C&H for services within the scope of the Flat Fee without the prior written consent of the Firm.
4.2 Overage and Additional Services
In the event that the total source data volume exceeds 10 GB, Clearpath shall promptly notify Calderwood & Harkness LLP in writing before processing any data in excess of the 10 GB threshold. The parties shall negotiate in good faith and agree upon an additional fee in writing before Clearpath proceeds with processing the excess data. Clearpath shall not process data exceeding the 10 GB threshold without written authorization from C&H, and any fees for overage processing must be agreed upon in a written amendment to this Agreement.
If the engagement requires hosting beyond the initial six-month period specified in Section A.7 of the SOW, the continuation of hosting services and the associated fees shall be negotiated and agreed upon in writing between the parties in advance of the expiration of the initial hosting period. Clearpath shall provide C&H with at least thirty (30) days' written notice before the expiration of the initial hosting period to facilitate timely discussion of any extension.
Any services not described in this engagement letter or the attached SOW are outside the scope of this engagement and shall not be performed by Clearpath without a separate written agreement and fee arrangement. Examples of out-of-scope services include, but are not limited to:
(a) Additional production sets beyond the four (4) covered by the Flat Fee;
(b) Forensic collection services or on-site data collection;
(c) Expert testimony or consulting services;
(d) Early case assessment analytics, predictive coding, or technology-assisted review ("TAR") workflows; and
(e) Any other services not expressly enumerated in this engagement letter or the SOW.
4.3 Invoicing and Payment
Clearpath shall issue a single invoice to Calderwood & Harkness LLP for the full Flat Fee of $47,500.00 upon the completion of the first production set. Payment shall be due within thirty (30) days of the Firm's receipt of the invoice ("Net 30").
All invoices shall be directed to:
Calderwood & Harkness LLP
Attn: Accounts Payable
450 Park Avenue, 30th Floor New York, NY 10022
A copy of each invoice shall also be directed to the attention of Lisa Morrow at the same address, with a reference to Matter No. 1034-00001. Invoices may be submitted by email to the email addresses on file for Accounts Payable and Ms. Morrow, provided that hard copies are also mailed upon request.
Invoices shall include a reasonably detailed description of the services performed, the applicable production set(s) completed, and the Matter reference number. Clearpath shall not include any confidential client information, investigation details, or privileged communications on any invoice.
5. Confidentiality and Data Security
5.1 Confidentiality Obligations
All data, documents, information, and communications provided to Clearpath or generated by Clearpath in connection with this engagement (collectively, "Confidential Information") are strictly confidential and shall be treated as such by Clearpath and all Clearpath personnel. Confidential Information includes, without limitation, all ESI, scanned documents, metadata, work product, attorney communications, production materials, and any information concerning the existence, nature, or subject matter of the engagement.
Clearpath expressly acknowledges that the materials provided in connection with this engagement may include information protected by the attorney-client privilege and/or the work product doctrine. Clearpath's receipt, processing, hosting, or handling of such materials does not constitute a waiver of any applicable privilege or protection. Clearpath agrees that it shall take no action that could be construed as a waiver of any privilege or protection belonging to the Firm or its client.
Clearpath shall not disclose any Confidential Information to any third party without the prior written consent of Calderwood & Harkness LLP. In the event that Clearpath receives a subpoena, court order, or other compulsory legal process seeking disclosure of Confidential Information, Clearpath shall:
(a) Provide Calderwood & Harkness LLP with prompt written notice (and, to the extent practicable, advance notice before any disclosure is made) of the receipt of such process;
(b) Cooperate with C&H in seeking any available protective order or other appropriate relief to prevent or limit disclosure;
(c) Disclose only such Confidential Information as is strictly required by law or court order; and
(d) Use commercially reasonable efforts to ensure that any Confidential Information so disclosed is treated as confidential by the receiving party.
Clearpath's confidentiality obligations under this Section 5.1 shall survive the termination or completion of the engagement and shall remain in full force and effect indefinitely.
5.2 Data Security Requirements
Clearpath shall implement and maintain the following data security measures throughout the duration of the engagement:
(a) Data Location. All data associated with this engagement must be stored on servers located within the continental United States. Under no circumstances shall engagement data be transferred to, stored on, or processed by servers located outside the continental United States without the prior written consent of Calderwood & Harkness LLP.
(b) Encryption in Transit. All data transmitted between Clearpath and Calderwood & Harkness LLP, or between Clearpath systems, must be encrypted using Advanced Encryption Standard 256-bit ("AES-256") encryption or an equivalent or stronger encryption standard.
(c) Encryption at Rest. All data stored by Clearpath in connection with this engagement must be encrypted at rest and stored on access-controlled servers. Multi-factor authentication ("MFA") shall be required for all user access to the Platform and to any system containing engagement data.
(d) Security Certification. Clearpath shall maintain SOC 2 Type II compliance (or an equivalent industry-standard security certification, such as ISO 27001) for the duration of the engagement. Clearpath shall provide C&H with a copy of its most recent SOC 2 Type II audit report upon request.
(e) Breach Notification. Clearpath shall notify Calderwood & Harkness LLP within twenty-four (24) hours of any suspected or confirmed data breach, unauthorized access, or security incident involving engagement data. Such notification shall be provided to both Lisa Morrow and Daniel Obi by telephone and email, and shall include a description of the incident, the data potentially affected, the steps taken to contain the incident, and the remedial actions planned.
(f) Access Controls. Access to the review Platform and to all underlying data shall be restricted to (i) Clearpath personnel with a demonstrated need-to-know in connection with the performance of services under this Agreement, and (ii) the C&H review team members identified in writing by C&H in accordance with Attachment B. Clearpath shall maintain a log of all personnel who access engagement data and shall make such log available to C&H upon request.
5.3 Data Segregation
All data associated with this engagement must be logically segregated from the data of other Clearpath clients and from Clearpath's own corporate data. Engagement-specific data must be identifiable, retrievable, and manageable as a discrete data set at all times. Clearpath shall ensure that no commingling of engagement data with data belonging to other clients or matters occurs at any point during processing, hosting, production, or storage.
6. Data Return and Destruction
Upon written request from Calderwood & Harkness LLP at the conclusion of the engagement, or at any time during the engagement, Clearpath shall, at C&H's election, either:
(a) Return all engagement data to C&H on encrypted media or via secure electronic transfer, in a format and on a timeline specified by C&H; or
(b) Certify in writing the complete and irreversible destruction of all engagement data in Clearpath's possession, custody, or control, including all copies, backup copies, archival copies, disaster recovery copies, and any other reproductions of the data, in accordance with the standards set forth in NIST Special Publication 800-88, Guidelines for Media Sanitization, or an equivalent industry-standard data destruction methodology.
Clearpath shall not retain any copies of engagement data after return or destruction, except to the extent required by applicable law or regulation. In the event that Clearpath is required by law to retain any engagement data, Clearpath shall promptly notify C&H in writing, identifying the specific data retained and the legal basis for retention, and shall continue to protect such retained data in accordance with the confidentiality and security obligations of this Agreement.
Upon completion of data return or destruction, Clearpath shall provide C&H with a signed certification, executed by an authorized officer of Clearpath, confirming: (i) the date of return or destruction; (ii) the method of return or destruction; (iii) a description of the data returned or destroyed; and (iv) confirmation that no copies of the engagement data have been retained by Clearpath, except as disclosed in the certification.
Calderwood & Harkness LLP retains the exclusive right to direct the timing and method of data return or destruction.
7. Project Management and Communications
Clearpath designates Raj K. Anand, Project Manager, as the primary point of contact for all engagement-related communications. Mr. Anand shall be available during normal business hours (9:00 a.m. to 6:00 p.m. Eastern Time, Monday through Friday) and shall respond to inquiries from the C&H team within four (4) business hours of receipt. In the event that Mr. Anand is unavailable due to absence, Clearpath shall designate an alternate contact and notify C&H in writing in advance.
Calderwood & Harkness LLP designates Lisa Morrow, Associate, as the primary point of contact for all engagement-related communications. Daniel Obi, Associate, shall serve as the alternate contact in Ms. Morrow's absence. All instructions, approvals, and authorizations relating to the engagement shall be communicated through Ms. Morrow or Mr. Obi, or such other C&H personnel as the Firm may designate in writing from time to time.
All substantive communications regarding production specifications, processing issues, scope changes, timeline adjustments, or any other matters affecting the performance of services under this Agreement shall be documented in writing. Email shall be an acceptable form of written communication for purposes of this Section 7, provided that any communications relating to changes in scope, fees, or contractual terms shall be confirmed by both parties in writing.
During active processing and production periods, Clearpath shall provide weekly status reports to the C&H team, delivered by email no later than 5:00 p.m. Eastern Time each Friday (or the last business day of the week). Each weekly status report shall include, at a minimum, the following metrics and information:
(a) Total volume of data received and ingested to date;
(b) Total number of documents processed;
(c) Total number of documents loaded to the Platform and available for review;
(d) Total number of documents queued for production (to the extent known by Clearpath);
(e) Status of any pending or in-progress production sets;
(f) Processing exceptions or errors encountered, including a description of the exception, the affected files, and the proposed resolution; and
(g) Any other material issues, risks, or concerns relating to the engagement.
8. Quality Assurance
Clearpath shall implement and maintain a rigorous quality assurance ("QA") process for all productions performed under this engagement. The QA process shall include, at a minimum, the following steps for each production set:
(a) Bates Number Verification. Verification that all Bates numbers are accurate, sequential, and non-duplicative across the current production set and all prior production sets. Verification that Bates numbering adheres to the CALDWELL-NNNNN convention specified in this Agreement.
(b) Load File Validation. Verification that all fields in the concordance DAT load file are correctly populated and that the load file parses without error in industry-standard review platforms (including Relativity and Ashgrove Technologies). Verification that the Opticon OPT load file correctly links all Bates numbers to the corresponding TIFF image files.
(c) Image Quality Review. Review of a statistically significant sample of produced TIFF images to confirm legibility, correct page count, proper orientation, and appropriate resolution. Any images found to be illegible, incorrectly oriented, or otherwise deficient shall be re-processed before delivery.
(d) Native File Confirmation. Confirmation that native files are included in the production for all designated file types (including, at a minimum, Microsoft Excel spreadsheets and Microsoft Northgate Services Inc. presentations) and that the native files open correctly and correspond to the associated TIFF images.
(e) Text File Correspondence. Confirmation that each extracted text file corresponds to the correct document and that text files are named in accordance with the BegBates naming convention specified in this Agreement and the SOW.
(f) Redaction Verification. For any documents containing redactions, verification that redactions are properly applied, that the underlying text has been permanently removed from both the TIFF image and the corresponding text file, and that the redaction label is legible and correctly placed.
Calderwood & Harkness LLP reserves the right to reject any production set, or any portion thereof, that does not meet the specifications set forth in this engagement letter and the SOW. In the event of a rejection, Clearpath shall promptly re-process and re-deliver the corrected production at no additional cost to the Firm. Clearpath shall use commercially reasonable efforts to complete any re-processing and re-delivery within three (3) business days of notification of the deficiency.
9. Representations and Warranties
Clearpath represents and warrants to Calderwood & Harkness LLP as follows:
(a) Technical Capability. Clearpath has the technical capability, qualified personnel, infrastructure, and resources necessary to perform all services described in this Agreement within the timelines directed by C&H. Clearpath's Platform and processing tools are industry-standard and suitable for the volume and complexity of the engagement.
(b) No Conflicts. Clearpath has no actual or potential conflicts of interest with respect to this engagement, including without limitation any relationship with any party adverse to the Firm's client in the Matter. Clearpath shall promptly notify C&H in writing if any actual or potential conflict arises during the course of the engagement.
(c) Insurance. Clearpath maintains adequate professional liability insurance and errors and omissions insurance coverage in amounts sufficient to cover the services provided under this Agreement. Clearpath shall provide C&H with proof of such insurance coverage upon request.
(d) Compliance with Law. Clearpath shall perform all services in compliance with all applicable federal, state, and local laws, regulations, and industry standards, including without limitation all applicable data privacy and data security laws and regulations.
(e) Authority. Clearpath has the full right, power, and authority to enter into this Agreement and to perform its obligations hereunder, and the execution and performance of this Agreement does not conflict with any other agreement or obligation of Clearpath.
10. Limitation of Liability and Indemnification
10.1 Limitation of Liability
Except with respect to breaches of confidentiality obligations under Section 5, breaches of data security obligations under Section 5, gross negligence, or willful misconduct, neither party's aggregate liability to the other party under or in connection with this Agreement shall exceed the total amount of the Flat Fee paid or payable under this Agreement. In no event shall either party be liable to the other for any indirect, incidental, consequential, special, or punitive damages, including lost profits, arising out of or in connection with this Agreement, regardless of the theory of liability, except in cases of gross negligence, willful misconduct, or breach of confidentiality or data security obligations.
10.2 Indemnification.  Clearpath shall indemnify, defend, and hold harmless Calderwood & Harkness LLP, its partners, associates, employees, and agents from and against any and all losses, claims, damages, liabilities, costs, and expenses (including reasonable attorneys' fees and costs of litigation or arbitration) arising out of or resulting from:
(a) Clearpath's breach of any confidentiality obligation under Section 5 of this Agreement;
(b) Clearpath's breach of any data security obligation under Section 5 of this Agreement;
(c) Any data breach, unauthorized access, or security incident caused by Clearpath's negligence or failure to comply with the data security requirements of this Agreement; or
(d) Clearpath's negligent or wrongful performance of services under this Agreement, including without limitation errors in Bates stamping, load file generation, or production that result in harm to the Firm or its client.
The indemnification obligations under this Section 10.2 shall survive the termination or completion of the engagement.
11. Term and Termination
11.1 Term.  This engagement commences on December 9, 2022 (the Effective Date) and shall continue until all services described herein have been completed and all engagement data has been returned to C&H or destroyed in accordance with Section 6 of this Agreement, unless earlier terminated in accordance with Section 11.2 below.
11.2 Termination.  Either party may terminate this Agreement upon thirty (30) days' prior written notice to the other party. Written notice of termination shall be delivered to the addresses set forth in this Agreement (or to such other address as either party may designate in writing) and shall specify the effective date of termination.
11.3 Obligations Upon Termination
In the event of termination, the following obligations shall apply:
(a) Clearpath shall promptly return or destroy all engagement data in accordance with Section 6 of this Agreement, as directed by C&H.
(b) Calderwood & Harkness LLP shall pay Clearpath for services rendered through the effective date of termination on a pro-rata basis of the Flat Fee, calculated based on the percentage of services completed as of the date of termination. The parties shall negotiate the pro-rata calculation in good faith, taking into account the volume of data processed, the number of production sets completed, and the remaining hosting period.
(c) All confidentiality, data security, indemnification, and data return/destruction obligations shall survive termination and remain in full force and effect.
12. General Provisions
12.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflict of laws principles.
12.2 Dispute Resolution. Any dispute, controversy, or claim arising out of or relating to this Agreement, or the breach, termination, or invalidity thereof, shall be resolved by binding arbitration in New York, New York, administered by the American Arbitration Association (the "AAA") under its Commercial Arbitration Rules then in effect. The arbitration shall be conducted before a single arbitrator selected in accordance with the AAA rules. The decision of the arbitrator shall be final and binding upon the parties and may be entered as a judgment in any court of competent jurisdiction. Each party shall bear its own costs and attorneys' fees in connection with any arbitration, unless the arbitrator determines that the circumstances warrant an award of costs and fees to the prevailing party.
12.3 Assignment. Neither party may assign, transfer, or delegate this Agreement or any rights or obligations hereunder without the prior written consent of the other party. Any purported assignment without such consent shall be null and void. Notwithstanding the foregoing, C&H may assign this Agreement to a successor firm or entity without Clearpath's consent, provided that the assignee assumes all obligations of C&H under this Agreement.
12.4 Entire Agreement. This engagement letter, together with the attached Statement of Work (Attachment A) and the Authorized User List (Attachment B), constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous negotiations, representations, understandings, and agreements, whether written or oral, relating to such subject matter. No amendment, modification, or waiver of any provision of this Agreement shall be effective unless made in writing and signed by authorized representatives of both parties.
12.5 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Execution and delivery of this Agreement by electronic signature (including Brightwater Software or similar platforms) shall be deemed valid and effective for all purposes.
12.6 Independent Contractor. Clearpath is an independent contractor of Calderwood & Harkness LLP. Nothing in this Agreement shall be construed to create any employment, partnership, joint venture, or agency relationship between the parties. Clearpath is solely responsible for the compensation, benefits, and working conditions of its personnel. Clearpath shall not have the authority to bind C&H or to make any commitments on behalf of C&H.
12.7 Notices. All notices required or permitted under this Agreement shall be in writing and shall be delivered by hand, by nationally recognized overnight courier service, or by email (with confirmation of receipt), to the addresses set forth in this Agreement or to such other addresses as either party may designate in writing.
12.8 Severability. If any provision of this Agreement is held to be invalid, illegal, or unenforceable by a court or arbitrator of competent jurisdiction, the remaining provisions shall continue in full force and effect to the extent permitted by law.
12.9 Waiver. The failure of either party to enforce any provision of this Agreement shall not constitute a waiver of such provision or of the right to enforce it at a later time.
We appreciate Clearpath's willingness to assist Calderwood & Harkness LLP with this important engagement. If the foregoing terms are acceptable, please execute this letter in the space provided below and return a signed copy to the undersigned. Upon execution by both parties, this letter and the attached SOW and Authorized User List shall constitute the binding agreement between the parties.
Please do not hesitate to contact Lisa Morrow at (212) 554-7128 or lmorrow@calderwoodharkness.com, or Daniel Obi at (212) 554-7215 or dobi@calderwoodharkness.com, should you have any questions regarding this engagement.
[Signature Page Follows]
SIGNATURE PAGE VENDOR ENGAGEMENT LETTER / STATEMENT OF WORK CALDERWOOD & HARKNESS LLP — MATTER NO. 1034-00001
AGREED AND ACCEPTED:
CALDERWOOD & HARKNESS LLP
By: ________
Name: Lisa Morrow
Title: Associate (Authorized Signatory for Vendor Engagements)
Date: ________
Matter Reference: 1034-00001
CLEARPATH DOCUMENT SOLUTIONS INC.
By: ________
Name: Raj K. Anand
Title: Project Manager
Date: ________
ATTACHMENT A
STATEMENT OF WORK — PRODUCTION SPECIFICATIONS
This Statement of Work ("SOW") is attached to and incorporated by reference into the Vendor Engagement Letter dated December 9, 2022, between Calderwood & Harkness LLP ("C&H" or "Firm") and Clearpath Document Solutions Inc. ("Clearpath" or "Vendor") relating to Matter No. 1034-00001 (the "Engagement Letter"). Capitalized terms used but not defined in this SOW shall have the meanings ascribed to them in the Engagement Letter.
A.1 Production Format — Detailed Specifications
Image Format. All documents designated for production shall be produced as single-page TIFF images using Group IV compression at a minimum resolution of 300 dots per inch (DPI). Standard text documents, including emails, word processing documents, and text-based PDFs, shall be produced in black and white. Natively color documents, including but not limited to color photographs, marketing materials, charts, graphs, and annotated documents, shall be produced as color TIFF or color JPEG images at C&H's direction. C&H shall advise Clearpath on a document-by-document or category basis which documents require color production.
Image Size. TIFF images shall be sized to match the original document page size. For standard letter-sized documents, images shall be 8.5 inches by 11 inches. For documents with non-standard page sizes (e.g., legal-sized, A4, or oversized), images shall be sized to reflect the original dimensions, up to a maximum of 11 inches by 17 inches. Any documents exceeding 11 inches by 17 inches shall be reduced to fit within that maximum size, or produced in native format, as directed by C&H.
Bates Stamp Placement. Bates stamps shall be placed in the lower-right corner of each page of each produced document. The Bates stamp shall be rendered in Arial font, 10-point size, in black text. The Bates stamp format shall be: CALDWELL-NNNNN, where "CALDWELL-" is the fixed prefix and "NNNNN" is a five-digit zero-padded sequential number (e.g., CALDWELL-00001, CALDWELL-00002, through CALDWELL-99999). The Bates stamp shall not obscure any text or content of the underlying document. If the lower-right corner of a document contains substantive content, Clearpath shall consult with C&H before adjusting the placement of the Bates stamp.
Native File Production. The following file types shall be produced in native format in addition to TIFF images:
(a) Microsoft Excel spreadsheets (.xls, .xlsx);
(b) Microsoft Northgate Services Inc. presentations (.ppt, .pptx); and
(c) Such other file types as C&H may designate from time to time during the engagement.
Native files shall be named using the beginning Bates number of the associated document (e.g., CALDWELL-00150.xlsx). Native files shall be placed in the /NATIVES/ folder within the production folder structure specified in Section A.3 below.
A.2 Load File Specifications
Concordance DAT File. Each production set shall include a concordance DAT file (.dat) containing one row per document and populated with all applicable metadata fields. The DAT file shall use the following delimiter conventions:
Opticon Image Load File. Each production set shall include an Opticon image load file (.opt) linking each Bates number to the corresponding TIFF image file path. The OPT file shall follow the standard Opticon format, with one line per page, and shall include a document break indicator for the first page of each document.
Metadata Fields. The concordance DAT file shall include, at a minimum, the following metadata fields:
Additional custom metadata fields may be added by C&H at any time during the engagement. Clearpath shall accommodate such additions to the extent the requested metadata is available from the source data and shall update load file templates accordingly.
A.3 Folder Structure
Each production set shall be organized in the following standardized folder structure:
/IMAGES/ — Containing all TIFF images, organized in sequentially numbered subfolders. Each subfolder shall contain no more than 500 images. Subfolders shall be named sequentially (e.g., IMG001, IMG002, IMG003, etc.).
/NATIVES/ — Containing all native files produced in native format. Each native file shall be named using the beginning Bates number of the associated document (e.g., CALDWELL-00150.xlsx).
/TEXT/ — Containing all extracted text files. Each text file shall be named using the beginning Bates number of the associated document (e.g., CALDWELL-00001.txt). One text file shall be provided per document.
/DATA/ — Containing the concordance DAT file (.dat), the Opticon image load file (.opt), and any other load files or supporting data files generated for the production set.
The top-level folder for each production set shall be named using the following convention: 1034-00001_PROD[XX], where [XX] is the sequential production set number (e.g., 1034-00001PROD01 for the first production, 1034-00001PROD02 for the second, etc.).
A.4 Delivery Method
The default delivery method for all production sets shall be secure electronic transfer via Clearpath's encrypted file transfer portal or SFTP. Clearpath shall provide C&H with secure credentials for accessing the file transfer portal, and shall ensure that all transfers are encrypted in transit using AES-256 encryption or equivalent.
Upon request by C&H, production sets may alternatively be delivered on encrypted USB drives or encrypted external hard drives. When portable media is used, Clearpath shall:
(a) Use hardware-encrypted portable media with AES-256 encryption or equivalent;
(b) Provide chain-of-custody documentation with each delivery, including the date and time of preparation, the name of the Clearpath personnel who prepared the media, the date and time of transfer, and the name of the individual to whom the media was delivered; and
(c) Ship the media via a nationally recognized overnight courier service with tracking and signature-required delivery, addressed to the C&H contact designated for the particular production.
A.5 Estimated Production Timeline
First Production Set. The first production set is targeted for completion and delivery on or before January 20, 2023. This target assumes that source data is received by Clearpath on or about December 12, 2022, and that the C&H review team completes its privilege and responsiveness review in sufficient time to allow Clearpath to prepare and quality-check the production prior to the target date.
Subsequent Production Sets. Subsequent production sets shall be prepared and delivered as directed by C&H. The Firm shall provide Clearpath with a minimum of five (5) business days' advance notice for each production run. Clearpath shall use commercially reasonable efforts to complete and deliver each production set within five (5) business days of receipt of the final production list from C&H.
Total Production Sets. Up to four (4) separate production sets are covered under the Flat Fee. Additional production sets beyond four shall be subject to separate written agreement and fee arrangement as provided in Section 4.2 of the Engagement Letter.
A.6 Processing Specifications
De-Duplication. Clearpath shall perform custodian-level de-duplication of all ingested data using MD5 hash values. Documents that are duplicative within a single custodian's data set shall be removed from the review population, with the earliest-dated instance of each duplicate retained. Cross-custodian duplicates (i.e., instances of the same document appearing in the data of multiple custodians) shall not be removed unless specifically directed by C&H in writing.
Date Range Filter. A date range filter shall be applied during processing to limit the review population to documents dated between January 1, 2014 and December 31, 2021, inclusive. Documents falling outside this date range shall be excluded from the review population unless C&H directs otherwise. For purposes of date filtering, the applicable date field shall be determined by file type: DateSent for emails, and DateModified for loose electronic files, unless C&H specifies a different approach.
Custodians. The initial custodian for this engagement is:
Jonathan R. Caldwell
Data Sources:
•  Personal email account: jrc@caldwellcap.com
•  Mobile device backup extract
•  Physical files (scanned paper documents)
•  Caldwell Capital Advisors LLC shared drive (selected folders as identified by C&H)
Additional custodians may be identified by C&H during the course of the engagement and shall be processed subject to the data volume limits and fee provisions of the Engagement Letter.
De-NISTing. Clearpath shall apply NIST NSRL filtering to remove system and application files from the review population. Files identified as known system or application files per the NIST National Software Reference Library shall be excluded from processing and shall not be loaded to the Platform.
Exception Handling. Clearpath shall maintain a running exception log documenting all files that cannot be successfully processed, including but not limited to password-protected files, corrupted files, unrecognized or unsupported file types, and files that generate processing errors. The exception log shall include the file name, file path, custodian, file type, and a description of the exception. Clearpath shall provide the exception log to C&H on a weekly basis (as part of the weekly status report described in Section 7 of the Engagement Letter) and shall work with C&H to resolve exceptions on a case-by-case basis. Password-protected files shall be flagged for C&H attention; Clearpath shall not attempt to crack or bypass password protection without C&H authorization.
Optical Character Recognition (OCR). Optical Character Recognition shall be applied to all image-only documents, including scanned paper documents and image-based PDFs, using industry-standard OCR software at a minimum resolution of 300 DPI. The resulting OCR text shall be extracted and saved as a separate text file for each document, named using the beginning Bates number convention. Clearpath shall use commercially reasonable efforts to ensure the accuracy of OCR output but acknowledges that OCR is inherently imperfect and that C&H accepts responsibility for verifying the accuracy of OCR text as needed for review and production purposes.
A.7 Hosting Period
The initial hosting period for this engagement shall be six (6) months from the date of the first data load to the Platform. The estimated start date for the initial data load is on or about December 12, 2022. Accordingly, the estimated expiration of the initial hosting period is on or about June 12, 2023.
During the initial hosting period, Clearpath shall maintain the Platform and all hosted data in a fully accessible and operational state, subject to reasonable maintenance windows communicated to C&H in advance. Clearpath shall use commercially reasonable efforts to maintain Platform uptime of at least 99.5% during the hosting period, excluding scheduled maintenance.
Extension of hosting beyond the initial six-month period shall be subject to a separate written agreement between the parties, including mutually agreed-upon fees for the extended hosting period. Clearpath shall provide C&H with at least thirty (30) days' written notice before the expiration of the initial hosting period to facilitate timely discussion of any extension or data return/destruction.
ATTACHMENT B
AUTHORIZED USERS — REVIEW PLATFORM ACCESS
This Authorized User List is attached to and incorporated by reference into the Vendor Engagement Letter dated December 9, 2022, between Calderwood & Harkness LLP ("C&H") and Clearpath Document Solutions Inc. ("Clearpath") relating to Matter No. 1034-00001 (the "Engagement Letter").
The following table sets forth the initial authorized users for the Clearpath review platform. This table shall be updated by C&H in writing from time to time as needed. Clearpath shall provision user accounts within twenty-four (24) hours of receipt of the authorized user list or any updates thereto. Any additions or removals of authorized users must be communicated by C&H in writing (email acceptable) to the Clearpath Project Manager.
Access Level Definitions:
Full Access (Review, Coding, Production, Admin): Ability to review documents, apply coding and tags, initiate and manage productions, modify project settings, manage user permissions, and access all administrative functions of the Platform.
Full Access (Review, Coding, Production): Ability to review documents, apply coding and tags, initiate and manage productions, and access production-related functions. Does not include administrative functions such as modifying project settings or managing user permissions.
Full Access (Review, Coding, Production, Project Management): Ability to review documents, apply coding and tags, initiate and manage productions, access production-related functions, and access project management dashboards and reporting tools. Does not include administrative functions such as managing user permissions.
Review and Coding Access Only: Ability to review documents and apply coding and tags. Does not include the ability to initiate or manage productions, modify project settings, or access administrative functions.
Clearpath shall disable or remove user accounts promptly upon written notification from C&H that an authorized user's access should be revoked. In no event shall Clearpath permit access to the Platform or to engagement data by any individual not listed on the current version of the Authorized User List without the express prior written consent of Calderwood & Harkness LLP.
This document, including all attachments, is CONFIDENTIAL and is subject to the attorney-client privilege and work product protection. Any unauthorized disclosure, copying, or distribution of this document or any portion thereof is strictly prohibited.
Delimiter Type | Character
Field Separator | þ (ASCII 254, Thorn character)
Quote Character | þ (ASCII 254, Thorn character)
Newline Within Field | \n (line feed)
Multi-Value Separator | ; (semicolon)
Field Name | Description
BegBates | Beginning Bates number of the document
EndBates | Ending Bates number of the document
BegAttach | Beginning Bates number of the attachment range (parent email or document)
EndAttach | Ending Bates number of the attachment range
Custodian | Name of the custodian from whose data the document originated
DateSent | Date the email was sent (MM/DD/YYYY format)
TimeSent | Time the email was sent (HH:MM:SS format, Eastern Time)
DateReceived | Date the email was received (MM/DD/YYYY format)
Author | Author of the document (for non-email files)
From | Sender of the email
To | Recipient(s) of the email
CC | CC recipient(s) of the email
BCC | BCC recipient(s) of the email
Subject | Subject line of the email or document title
FileName | Original file name of the document
FileExtension | File extension of the original document
FileSize | File size in bytes
DateCreated | Date the file was created (MM/DD/YYYY format)
DateModified | Date the file was last modified (MM/DD/YYYY format)
MD5Hash | MD5 hash value of the source file
NativeFilePath | Relative file path to the native file (if applicable)
TextFilePath | Relative file path to the extracted text file
Name | Role | Email | Access Level
Conrad Ashby | Partner | cashby@calderwoodharkness.com | Full Access (Review, Coding, Production, Admin)
Daniel Obi | Lead Associate | dobi@calderwoodharkness.com | Full Access (Review, Coding, Production)
Lisa Morrow | Associate | lmorrow@calderwoodharkness.com | Full Access (Review, Coding, Production, Project Management)
TBD — Paralegal(s) | Paralegal | TBD | Review and Coding Access Only

CALDERWOOD & HARKNESS LLP Attorneys at Law

AGREED AND ACCEPTED:

CALDERWOOD & HARKNESS LLP

CLEARPATH DOCUMENT SOLUTIONS INC.

ATTACHMENT A

Record

Parties

Dates

Amounts