engagement-letter-caldwell.docx

1034-00002 · Client 1034 · Engagement

engagement-letter-caldwell.docx DOCUMENT M&A / Corporate

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CALDERWOOD & HARKNESS LLP Attorneys at Law 425 Lexington Avenue, 38th Floor New York, NY 10017 Telephone: (212) 554-7000 Facsimile: (212) 554-7001 www.calderwoodharkness.com

June 14, 2022

Mr. Jonathan R. Caldwell 14 Gramercy Park South, Apt. PH-A New York, NY 10003

Re: Representation in Dissolution Proceeding — *Caldwell v. Caldwell*, Index No. 312847/2022, New York Supreme Court, New York County, Matrimonial Part 7

Dear Mr. Caldwell:

1. Purpose of This Letter and Engagement Confirmation

Calderwood & Harkness LLP (the "Firm") is pleased to confirm the engagement of the Firm to represent you, Jonathan R. Caldwell ("you" or the "Client"), in connection with the dissolution of your marriage to Dr. Elena M. Caldwell (née Baranova) ("Dr. Caldwell"). We appreciate the trust and confidence you have placed in us, and we look forward to working with you throughout this proceeding.

The purpose of this letter (the "Engagement Letter") is to set forth the terms and conditions governing the attorney-client relationship between the Firm and the Client. This Engagement Letter defines the scope of the Firm's representation, describes our fee arrangement and billing practices, and addresses other important aspects of our relationship. Please read this letter carefully. This Engagement Letter supersedes any and all prior oral or written understandings, communications, or agreements between you and any attorney or representative of the Firm regarding the subject matter described herein.

The engagement shall be effective as of June 14, 2022, the date on which the Petition for Dissolution was filed with the Supreme Court of the State of New York, County of New York, Matrimonial Part 7, and assigned Index No. 312847/2022.

2. Scope of Representation

The Firm is engaged to represent you as Petitioner in the above-referenced matrimonial action filed this date in the Supreme Court of the State of New York, County of New York, Matrimonial Part 7, bearing Index No. 312847/2022. The scope of the Firm's representation in this matter includes, but is not limited to, the following:

(a) Prosecution of the Petition for Dissolution. The Firm will prosecute the Petition for Dissolution of Marriage filed on your behalf, including all necessary pleadings, motions, and proceedings required to obtain a judgment of dissolution.

(b) Enforcement of the Prenuptial Agreement. The Firm will take all necessary and appropriate steps to enforce the Prenuptial Agreement dated June 7, 2008, executed between Jonathan R. Caldwell and Elena M. Baranova (now Dr. Elena M. Caldwell) (the "Prenuptial Agreement"), including the defense against any and all challenges to the validity, enforceability, or interpretation of the Prenuptial Agreement, whether based on claims of unconscionability, duress, lack of full disclosure, or otherwise.

(c) Equitable Distribution of Marital Property. The Firm will undertake the identification, valuation, and characterization of all separate and marital assets and liabilities of the parties, and will advocate on your behalf in connection with the equitable distribution of marital property in accordance with New York Domestic Relations Law § 236(B).

(d) Business Interest Analysis and Resolution. The Firm will analyze and seek resolution of all issues relating to your business interests, including without limitation: Caldwell Meridian Capital LLC, an asset management firm with approximately $1.4 billion in assets under management; Caldwell Realty Holdings LP, a limited partnership holding twelve commercial real estate properties; and all other business interests, entities, and investment vehicles in which you hold an ownership or membership interest. This analysis will encompass questions of characterization (separate versus marital property), valuation methodology, active versus passive appreciation of separate property holdings, and the treatment of goodwill and other intangible assets.

(e) Analysis of Active Versus Passive Appreciation. The Firm will conduct, in coordination with retained experts, a thorough analysis of active versus passive appreciation on your separate property holdings, to the extent relevant to equitable distribution, including appreciation in the value of pre-marital assets and business interests during the course of the marriage.

(f) Spousal Maintenance (Support). The Firm will represent your interests in all negotiations and, if necessary, litigation proceedings relating to temporary and post-dissolution spousal maintenance (support), including the application of the statutory guidelines set forth in New York Domestic Relations Law § 236(B)(6) and any deviations therefrom.

(g) Child Support. The Firm will represent your interests in connection with child support determinations with respect to the parties' two minor children: Sophia Caldwell (date of birth: February 12, 2012, age 10) and Alexander Caldwell (date of birth: August 29, 2014, age 7), in accordance with the Child Support Standards Act and applicable provisions of the New York Domestic Relations Law and Family Court Act.

(h) Custody and Parenting Time. The Firm will represent your interests in connection with the negotiation or litigation of custody arrangements and parenting time schedules for Sophia and Alexander, including legal custody, physical custody, and any related issues such as relocation, decision-making authority, and holiday and vacation scheduling.

(i) Tax Planning and Structuring. The Firm will advise you on the tax planning and structuring implications incident to the dissolution, including without limitation: transfers of property between spouses under Internal Revenue Code § 1041; the preparation and review of Qualified Domestic Relations Orders ("QDROs") with respect to applicable retirement accounts and pension benefits; filing status considerations for the current and future tax years; the tax treatment of spousal maintenance and child support payments; and the allocation of tax liabilities, deductions, and credits between the parties.

(j) Expert Retention and Coordination. The Firm will retain and coordinate with forensic accountants, business valuators, real estate appraisers, and other experts as needed to support your interests in the dissolution proceeding, subject to your prior approval as described in Section 6 below.

(k) Alternative Dispute Resolution. The Firm will participate, on your behalf, in any court-ordered mediation or other alternative dispute resolution processes, and will advise you regarding the advisability of voluntary mediation or collaborative law approaches at any stage of the proceedings.

(l) Settlement Negotiation and Drafting. The Firm will negotiate and draft, or review and comment upon, any settlement agreement, stipulation of settlement, or related documents in connection with the resolution of the dissolution proceeding.

(m) Court Appearances, Motion Practice, and discovery. The Firm will handle all related court appearances, motion practice, discovery proceedings (including written discovery, depositions, and subpoenas), and any other procedural matters before the Honorable Patricia K. Lessing, or any other justice to whom this matter may be assigned or referred.

Matters Outside the Scope of Representation. The scope of the Firm's engagement explicitly does not include representation in any separate corporate, regulatory, or tax matters relating to your business entities outside the specific context of the dissolution proceeding. Similarly, the Firm's engagement does not encompass representation in any criminal matters, or in any proceedings in jurisdictions other than the State of New York. Should you require legal services in any of these areas, the Firm may be able to assist, but such services would be the subject of a separate written engagement agreement.

3. Engagement Team

The Firm has assembled an experienced team of attorneys to represent you in this matter. The members of the core engagement team are identified below, along with their respective roles and responsibilities:

Responsible Partner — Priya Anand, Esq. Ms. Anand is a Partner in the Firm's Litigation (General) practice group. Ms. Anand will serve as lead counsel on this matter, directing overall litigation strategy, including the enforcement of the Prenuptial Agreement, equitable distribution negotiations, and all aspects of trial preparation and presentation. She will be your primary point of contact at the Firm for substantive matters and strategic decisions throughout the engagement.

Billing Partner — Douglas Carmichael, Esq. Mr. Carmichael is a Partner in the Firm's Litigation (General) practice group. Mr. Carmichael will oversee all billing, budgeting, and client relationship matters for the engagement. He will be available to address any questions or concerns you may have regarding invoices, fee arrangements, or the overall management of the engagement.

Lead Associate — Nadia Petrov, Esq. Ms. Petrov is a Senior Associate in the Firm's Labor & Employment practice group. Ms. Petrov has been assigned to this matter to assist on employment-related aspects of your businesses that are implicated by the divorce, including the analysis of executive compensation structures, deferred compensation arrangements, stock option and equity incentive plans, and employment agreements relevant to the valuation and characterization of your business interests.

Working Associate — James Underwood, Esq. Mr. Underwood is an Associate in the Firm's Labor & Employment practice group. Mr. Underwood will support the engagement team on all aspects of discovery, document review, factual research, and the preparation of the marital estate inventory and related schedules.

Specialist Partner (Tax) — Leonard Cross, Esq. Mr. Cross is a Partner in the Firm's Tax practice group. Mr. Cross will serve as specialist tax counsel for the engagement, advising on the tax implications of asset transfers, equitable distribution scenarios, maintenance payment structures, QDRO mechanics, and overall settlement structuring to minimize adverse tax consequences.

The Firm reserves the right to assign additional attorneys, paralegals, law clerks, or support staff to this matter as reasonably necessary to ensure efficient and effective representation. You will be informed of any material changes to the composition of the engagement team. The Firm's goal is to staff the matter appropriately to provide you with the highest quality of representation while managing costs responsibly.

4. Fee Arrangement

Basis of Fees. The Firm's representation will be provided on an hourly fee basis. You will be charged for the actual time devoted by each attorney and professional to your matter at the applicable hourly rate.

Current Hourly Rates. The following are the current hourly rates for the members of the engagement team:

The hourly rates set forth above are the Firm's standard rates currently in effect for the identified categories of professionals. These rates are subject to periodic adjustment, which typically occurs on an annual basis effective January 1 of each calendar year. The Firm will provide you with at least thirty (30) days' advance written notice of any rate increases before such increases are applied to invoices for this matter.

Time Recording. Time will be recorded in increments of one-tenth (0.1) of an hour (i.e., six-minute increments). Each timekeeper will maintain contemporaneous records of all professional time devoted to the matter.

Chargeable Activities. The Firm will charge for all professional time devoted to the matter, including but not limited to the following activities: legal research and analysis; drafting, reviewing, and revising pleadings, motions, briefs, correspondence, and other documents; court appearances and hearings; depositions (both taking and defending); conferences with the client, co-counsel, and experts, whether in person, by telephone, or by videoconference; correspondence and communications with the client, opposing counsel, the court, and third parties; travel time in connection with the representation; review and analysis of documents, financial records, and expert reports; and all other professional services rendered in connection with the engagement.

5. Retainer

Initial Retainer. In connection with this engagement, you are requested to provide an initial retainer in the amount of $150,000.00 (One Hundred Fifty Thousand Dollars) (the "Retainer"). The Retainer shall be paid upon execution of this Engagement Letter and shall be made payable to "Calderwood & Harkness LLP Attorney Trust Account."

Deposit and Handling. Upon receipt, the Retainer will be deposited into the Firm's attorney trust account (an Interest on Lawyer Account, or "IOLA" account) in accordance with the New York Rules of Professional Conduct, Rule 1.15, and applicable regulations governing attorney trust accounts. The Retainer shall remain in the trust account until applied against fees and costs as described below.

Application of Retainer. The Retainer will be applied against legal fees and costs as they are incurred. Monthly invoices will reflect drawdowns against the Retainer, showing the beginning balance, fees and costs applied, and the remaining balance. The Firm will provide you with a clear accounting of all Retainer drawdowns in each monthly invoice.

Replenishment. If the Retainer is substantially depleted, you will be required to replenish it to a level determined by the Firm, taking into account the anticipated scope and complexity of upcoming proceedings. The Firm reserves the right to request additional retainer deposits as the matter progresses, particularly in anticipation of significant phases of the litigation, such as discovery, motion practice, or trial preparation. The Firm will provide you with reasonable notice of any request for replenishment and will discuss the basis for such request with you.

Refund of Unused Retainer. Any unused portion of the Retainer remaining at the conclusion of the engagement, after all outstanding fees and costs have been satisfied, will be returned to you promptly and in no event later than the period prescribed by applicable law and the New York Rules of Professional Conduct.

6. Costs and Disbursements

In addition to the legal fees described in Sections 4 and 5, you will be responsible for all costs and disbursements reasonably incurred by the Firm in connection with the representation. The categories of anticipated costs and disbursements include, but are not limited to, the following:

(a) Expert Fees. Fees for the retention of forensic accountants, business valuators, and other financial experts. At this time, the Firm anticipates retaining the following experts: Hague Thornton & Associates CPAs for forensic accounting and business valuation services, and Pinnacle Valuation Group LLC for independent business valuation. Additional experts may be engaged as the matter develops.

(b) Mediator and Arbitrator Fees. Fees charged by mediators, arbitrators, or other neutral third parties in connection with court-ordered or voluntarily agreed-upon alternative dispute resolution proceedings.

(c) Court Filing Fees and Service of Process Costs. All filing fees, index number fees, and costs associated with the service of process, summonses, subpoenas, and other legal documents.

(d) Deposition Costs. Costs associated with depositions, including court reporter fees, transcript charges, and videography fees, if applicable.

(e) Copying, Printing, and Document Production Expenses. Charges for photocopying, printing, scanning, and the production of documents, including costs associated with large-volume document productions.

(f) Travel Expenses. Transportation, lodging, and meals incurred by attorneys or other Firm professionals in connection with the representation, including travel to and from court appearances, depositions, mediations, and expert meetings.

(g) Messenger, Overnight Delivery, and Postage Charges. Costs of messenger services, overnight and express delivery services, and regular postage.

(h) Electronic discovery and Data Hosting Fees. Fees charged by electronic discovery vendors for the collection, processing, hosting, review, and production of electronically stored information.

(i) Outside Vendor Costs. Fees charged by outside vendors for property appraisals (including real estate appraisals for the twelve commercial properties held by Caldwell Realty Holdings LP and any residential properties), personal property appraisals, and other professional services engaged in connection with the dissolution.

Client Approval for Expert Retention. The retention of any expert witness or consultant will be undertaken only with your prior approval. Expert engagements will be subject to separate engagement agreements between you (or the Firm on your behalf, as applicable) and the expert, setting forth the scope, fees, and terms of the expert's services.

Billing of Costs. Costs and disbursements may be advanced by the Firm and billed to you on a monthly basis as part of the Firm's regular invoicing cycle. Alternatively, certain costs may be billed directly to you by the service provider, as arranged on a case-by-case basis. In either event, all costs and disbursements will be itemized on the monthly invoice or otherwise documented for your records.

7. Billing and Payment

Monthly Invoices. The Firm will issue detailed monthly invoices reflecting all legal fees earned and costs and disbursements incurred during the preceding billing period. Invoices are typically issued within the first fifteen (15) days of the month following the billing period.

Invoice Detail. Each invoice will include a narrative description of the services performed, the name and role of the attorney or other professional who performed them, the time expended on each task, and the applicable hourly rate. Costs and disbursements will be separately itemized with supporting detail as appropriate.

Payment Terms. Payment of each invoice is due within thirty (30) days of the date of the invoice. Payments should be directed to Calderwood & Harkness LLP in accordance with the instructions set forth on each invoice.

No Contingency on Outcome. Your obligation to pay fees and costs incurred by the Firm is not contingent upon the outcome of the dissolution proceeding or any related matter. Fees and costs are earned as services are rendered and expenses are incurred, regardless of the ultimate resolution of the case.

Disputed Invoices. In the event that you have a question or dispute regarding any invoice, you shall notify the Firm in writing within fifteen (15) days of receipt of the invoice, specifying the amounts in dispute and the basis for the dispute. Any undisputed portions of the invoice remain due and payable within the original thirty (30) day payment period. The Firm and the Client will work in good faith to resolve any billing disputes promptly.

Interest on Late Payments. The Firm reserves the right to charge interest at a rate of one percent (1.0%) per month (twelve percent (12%) per annum) on any amounts outstanding beyond sixty (60) days from the date of the invoice, to the extent permitted by applicable law. The imposition of interest charges shall not constitute a waiver of any other rights or remedies available to the Firm in connection with non-payment.

8. Opposing Counsel

It is understood that Dr. Elena M. Caldwell is represented by Rachel Whitford, Esq., of Whitford Garza & Stein LLP, located at 600 Third Avenue, 22nd Floor, New York, NY 10016. All communications with Dr. Caldwell regarding matters within the scope of this engagement will be directed through her counsel in accordance with Rule 4.2 of the New York Rules of Professional Conduct, which prohibits communications with a represented party without the consent of that party's attorney. You are advised to direct any inquiries from Dr. Caldwell's counsel to the Firm and to refrain from discussing the substance of the dissolution proceeding directly with Dr. Caldwell, except as may be necessary in connection with the day-to-day care and parenting of your children.

9. Confidentiality and Privilege

Attorney-Client Privilege. All communications between you and the Firm made in connection with the representation, whether oral, written, or electronic, are protected by the attorney-client privilege. This privilege belongs to you, the Client, and the Firm will take all reasonable steps to preserve and protect it. You should be aware that the privilege may be waived if you disclose the substance of privileged communications to third parties who are not agents or representatives of the Firm or otherwise covered by the privilege.

Confidentiality Obligations. The Firm will maintain the confidentiality of all information relating to the representation in accordance with Rule 1.6 of the New York Rules of Professional Conduct. The Firm will not disclose confidential information relating to the representation without your informed consent, except as permitted or required by the Rules of Professional Conduct or by law.

Disclosures in the Course of Litigation. You acknowledge that certain information, including financial disclosures, asset inventories, income statements, tax returns, and other personal and business records, may need to be disclosed in the course of litigation as required by court order, statute, or the rules governing discovery in matrimonial proceedings. The Firm will consult with you before making any such disclosures and will seek appropriate protective orders or confidentiality agreements where warranted to limit the dissemination of sensitive information.

Work Product Protection. Materials prepared by the Firm in anticipation of litigation, including internal memoranda, strategy documents, legal research, draft pleadings, and communications with retained experts acting at the direction of the Firm, are subject to the protection of the work product doctrine. The Firm will take all reasonable steps to preserve the protections afforded by the work product doctrine throughout the engagement.

10. Conflicts of Interest

The Firm has conducted a thorough conflicts check and has confirmed that, as of the date of this letter, the Firm does not currently represent any party adverse to you in connection with this matter or any substantially related matter.

The Firm confirms that it does not currently represent and has not previously represented Dr. Elena M. Caldwell, the law firm of Whitford Garza & Stein LLP, or any entity in which Dr. Caldwell holds a controlling ownership interest, including Baranova Dermatology & Aesthetics PLLC.

You acknowledge that Calderwood & Harkness LLP is a large, diversified law firm with attorneys practicing across numerous practice areas and representing a broad range of clients. It is possible that other attorneys within the Firm may represent clients in unrelated matters that may involve entities or individuals referenced in this proceeding, such as financial institutions, brokerage firms, banks, accounting firms, insurance companies, or other service providers. The Firm confirms that, as of the date hereof, no such representation creates a conflict of interest that would impair the Firm's ability to represent you zealously and effectively in this matter.

If a conflict of interest arises during the course of the representation, the Firm will promptly notify you and discuss appropriate steps to address the conflict. Depending on the nature and severity of the conflict, such steps may include: obtaining your informed written consent to continued representation, implementing appropriate screening or information-barrier measures within the Firm, or, if the conflict is non-waivable under the applicable Rules of Professional Conduct, withdrawing from the representation in an orderly manner that protects your interests.

11. Client Responsibilities

To enable the Firm to provide you with effective representation, you agree to the following:

(a) Cooperation. You agree to cooperate fully with the Firm throughout the engagement, including responding promptly and completely to requests for information, documents, and records relevant to the dissolution proceeding. Timely cooperation is essential to the Firm's ability to meet court-imposed deadlines and to advance your interests effectively.

(b) Financial Disclosures. You agree to provide complete and accurate financial disclosures as required by the New York Domestic Relations Law, including but not limited to the Statement of Net Worth and all supporting documentation, as well as any additional disclosures required by court order. The accuracy and completeness of these disclosures is of the utmost importance, both as a matter of legal obligation and as a foundation for the Firm's advocacy on your behalf.

(c) Communication. You agree to keep the Firm promptly informed of any material developments relating to the dissolution proceeding, including any direct communications from Dr. Caldwell or her counsel, any changes in your financial circumstances, any events affecting the welfare of your children, and any other developments that may be relevant to the Firm's representation.

(d) Preservation of Documents and Information. You agree not to destroy, alter, conceal, or dispose of any documents, records, electronically stored information, or other materials that may be relevant to the dissolution proceeding. This obligation extends to paper documents, electronic files, emails, text messages, social media content, financial records, business records, and all other forms of information, regardless of the medium in which they are stored. Failure to preserve relevant materials may result in adverse consequences in the litigation and may give rise to sanctions by the court.

12. Withdrawal and Termination

Termination by Client. You may terminate this engagement at any time by providing written notice to the Firm. Upon termination, you will remain responsible for all legal fees and costs incurred through the date of termination, including any unpaid invoices and any costs or disbursements advanced by the Firm on your behalf. The Firm will cooperate in the orderly transition of your matter to successor counsel.

Withdrawal by the Firm. The Firm may withdraw from the representation upon reasonable notice to you and in compliance with the New York Rules of Professional Conduct and any applicable court rules. Circumstances that may give rise to the Firm's withdrawal include, but are not limited to: non-payment of fees or failure to replenish the Retainer as requested; failure of the Client to cooperate with the Firm or to follow the Firm's advice on material matters; the Client's insistence on a course of action that the Firm reasonably believes to be imprudent or contrary to the Client's interests; or the emergence of a conflict of interest that cannot be waived or otherwise resolved. The Firm will not withdraw at a time or in a manner that would prejudice your interests, and any withdrawal will be subject to court approval if required by the applicable rules.

Transition of Representation. In the event of withdrawal or termination, the Firm will take all reasonable steps to protect your interests, including providing sufficient notice to allow you to retain successor counsel and complying with any court orders governing the transition. The Firm will promptly deliver your file and all original documents to you or to your successor counsel upon request, subject to the Firm's right to retain copies in accordance with Section 13 below and any applicable retaining lien for unpaid fees and costs.

13. Document Retention

At the conclusion of the engagement, the Firm will return to you all original documents that you provided to the Firm during the course of the representation. The Firm may retain copies of all work product, correspondence, pleadings, and other materials generated or received in connection with the engagement, in accordance with the Firm's standard document retention policy.

Unless you request the return of the complete file in writing, the Firm will retain the file for a period of seven (7) years following the conclusion of the engagement. After the expiration of this seven-year period, the Firm may destroy the file and all copies of materials contained therein without further notice to you. If you wish to obtain your file at the conclusion of the engagement or at any time during the retention period, please notify the Firm in writing, and the file will be made available to you promptly.

14. No Guarantee of Outcome

The Firm will exercise its best professional judgment and will devote diligent efforts to the advancement and protection of your interests in this matter. However, you understand and acknowledge that the Firm does not and cannot guarantee any particular result or outcome. Litigation and negotiation involve inherent uncertainties, and the outcome of the dissolution proceeding will depend on numerous factors, many of which are beyond the Firm's control, including the actions and positions of the opposing party, the rulings and discretion of the court, and the application of evolving legal standards.

Any assessments of the merits of your claims or defenses, the likelihood of success on any particular issue, or the potential range of settlement or judicial outcomes that the Firm may communicate to you from time to time are professional opinions only, offered in good faith and based on the information available at the time. Such assessments should not be construed as guarantees, warranties, or predictions of any specific result.

15. Governing Law and Dispute Resolution

Governing Law. This Engagement Letter and the attorney-client relationship between the Firm and the Client 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.

Dispute Resolution. Any disputes arising out of or relating to this engagement or this Engagement Letter, including without limitation disputes regarding fees, costs, the scope of representation, or the quality of services rendered, shall be resolved through binding arbitration in New York, New York, in accordance with the Commercial Arbitration Rules of the American Arbitration Association then in effect, unless otherwise required by the New York Rules of Professional Conduct. The decision of the arbitrator shall be final and binding upon the parties, and judgment upon the arbitration award may be entered in any court of competent jurisdiction. Each party shall bear its own costs and attorney's fees in connection with any arbitration proceeding, unless the arbitrator determines otherwise.

16. Entire Agreement and Amendments

This Engagement Letter constitutes the entire agreement between the Firm and the Client with respect to the subject matter hereof. It supersedes all prior or contemporaneous negotiations, representations, understandings, or agreements, whether oral or written, between the parties relating to the engagement described herein.

Any amendments, modifications, or supplements to this Engagement Letter must be in writing and signed by both the Firm and the Client to be effective. No oral modification of this Engagement Letter shall be binding.

17. Acceptance and Execution

If the foregoing terms and conditions are acceptable to you, please indicate your agreement by signing and dating the enclosed duplicate original of this Engagement Letter in the space provided below and returning it to the Firm at your earliest convenience, together with the initial Retainer in the amount of $150,000.00, payable by check or wire transfer to "Calderwood & Harkness LLP Attorney Trust Account." Wire transfer instructions will be provided upon request.

We are committed to providing you with the highest quality of legal representation and to protecting your interests and those of your children throughout the dissolution proceeding. We welcome the opportunity to serve as your counsel in this matter and look forward to working closely with you. Should you have any questions regarding this Engagement Letter or any other aspect of the representation, please do not hesitate to contact Priya Anand at (212) 554-7120 or Douglas Carmichael at (212) 554-7085.

Very truly yours,

CALDERWOOD & HARKNESS LLP

By: ________

Priya Anand, Esq. Partner

Date: ________

By: ________

Douglas Carmichael, Esq. Partner

Date: ________

ACKNOWLEDGMENT AND ACCEPTANCE

AGREED AND ACCEPTED:

I have read and understood the foregoing terms and conditions of this Engagement Letter and agree to be bound by them. I authorize Calderwood & Harkness LLP to proceed with the representation described herein. I understand that my signature below confirms my engagement of the Firm and my agreement to the fee arrangement, retainer, and other terms set forth above.

________________________________________

Jonathan R. Caldwell

Date: ________

Encl.: Duplicate original of this Engagement Letter for client's records

cc: Douglas Carmichael, Esq. cc: Nadia Petrov, Esq. cc: James Underwood, Esq. cc: Leonard Cross, Esq.

Professional Category	Current Hourly Rate
Partners	$1,050 per hour
Senior Associates	$725 per hour
Associates	$550 per hour
Specialist Partner (Tax)	$1,150 per hour

CALDERWOOD & HARKNESS LLP Attorneys at Law 425 Lexington Avenue, 38th Floor New York, NY 10017 Telephone: (212) 554-7000 Facsimile: (212) 554-7001 www.calderwoodharkness.com
June 14, 2022
Mr. Jonathan R. Caldwell 14 Gramercy Park South, Apt. PH-A New York, NY 10003
Re: Representation in Dissolution Proceeding — *Caldwell v. Caldwell*, Index No. 312847/2022, New York Supreme Court, New York County, Matrimonial Part 7
Dear Mr. Caldwell:
1. Purpose of This Letter and Engagement Confirmation
Calderwood & Harkness LLP (the "Firm") is pleased to confirm the engagement of the Firm to represent you, Jonathan R. Caldwell ("you" or the "Client"), in connection with the dissolution of your marriage to Dr. Elena M. Caldwell (née Baranova) ("Dr. Caldwell"). We appreciate the trust and confidence you have placed in us, and we look forward to working with you throughout this proceeding.
The purpose of this letter (the "Engagement Letter") is to set forth the terms and conditions governing the attorney-client relationship between the Firm and the Client. This Engagement Letter defines the scope of the Firm's representation, describes our fee arrangement and billing practices, and addresses other important aspects of our relationship. Please read this letter carefully. This Engagement Letter supersedes any and all prior oral or written understandings, communications, or agreements between you and any attorney or representative of the Firm regarding the subject matter described herein.
The engagement shall be effective as of June 14, 2022, the date on which the Petition for Dissolution was filed with the Supreme Court of the State of New York, County of New York, Matrimonial Part 7, and assigned Index No. 312847/2022.
2. Scope of Representation
The Firm is engaged to represent you as Petitioner in the above-referenced matrimonial action filed this date in the Supreme Court of the State of New York, County of New York, Matrimonial Part 7, bearing Index No. 312847/2022. The scope of the Firm's representation in this matter includes, but is not limited to, the following:
(a) Prosecution of the Petition for Dissolution. The Firm will prosecute the Petition for Dissolution of Marriage filed on your behalf, including all necessary pleadings, motions, and proceedings required to obtain a judgment of dissolution.
(b) Enforcement of the Prenuptial Agreement. The Firm will take all necessary and appropriate steps to enforce the Prenuptial Agreement dated June 7, 2008, executed between Jonathan R. Caldwell and Elena M. Baranova (now Dr. Elena M. Caldwell) (the "Prenuptial Agreement"), including the defense against any and all challenges to the validity, enforceability, or interpretation of the Prenuptial Agreement, whether based on claims of unconscionability, duress, lack of full disclosure, or otherwise.
(c) Equitable Distribution of Marital Property. The Firm will undertake the identification, valuation, and characterization of all separate and marital assets and liabilities of the parties, and will advocate on your behalf in connection with the equitable distribution of marital property in accordance with New York Domestic Relations Law § 236(B).
(d) Business Interest Analysis and Resolution. The Firm will analyze and seek resolution of all issues relating to your business interests, including without limitation: Caldwell Meridian Capital LLC, an asset management firm with approximately $1.4 billion in assets under management; Caldwell Realty Holdings LP, a limited partnership holding twelve commercial real estate properties; and all other business interests, entities, and investment vehicles in which you hold an ownership or membership interest. This analysis will encompass questions of characterization (separate versus marital property), valuation methodology, active versus passive appreciation of separate property holdings, and the treatment of goodwill and other intangible assets.
(e) Analysis of Active Versus Passive Appreciation. The Firm will conduct, in coordination with retained experts, a thorough analysis of active versus passive appreciation on your separate property holdings, to the extent relevant to equitable distribution, including appreciation in the value of pre-marital assets and business interests during the course of the marriage.
(f) Spousal Maintenance (Support). The Firm will represent your interests in all negotiations and, if necessary, litigation proceedings relating to temporary and post-dissolution spousal maintenance (support), including the application of the statutory guidelines set forth in New York Domestic Relations Law § 236(B)(6) and any deviations therefrom.
(g) Child Support. The Firm will represent your interests in connection with child support determinations with respect to the parties' two minor children: Sophia Caldwell (date of birth: February 12, 2012, age 10) and Alexander Caldwell (date of birth: August 29, 2014, age 7), in accordance with the Child Support Standards Act and applicable provisions of the New York Domestic Relations Law and Family Court Act.
(h) Custody and Parenting Time. The Firm will represent your interests in connection with the negotiation or litigation of custody arrangements and parenting time schedules for Sophia and Alexander, including legal custody, physical custody, and any related issues such as relocation, decision-making authority, and holiday and vacation scheduling.
(i) Tax Planning and Structuring. The Firm will advise you on the tax planning and structuring implications incident to the dissolution, including without limitation: transfers of property between spouses under Internal Revenue Code § 1041; the preparation and review of Qualified Domestic Relations Orders ("QDROs") with respect to applicable retirement accounts and pension benefits; filing status considerations for the current and future tax years; the tax treatment of spousal maintenance and child support payments; and the allocation of tax liabilities, deductions, and credits between the parties.
(j) Expert Retention and Coordination. The Firm will retain and coordinate with forensic accountants, business valuators, real estate appraisers, and other experts as needed to support your interests in the dissolution proceeding, subject to your prior approval as described in Section 6 below.
(k) Alternative Dispute Resolution. The Firm will participate, on your behalf, in any court-ordered mediation or other alternative dispute resolution processes, and will advise you regarding the advisability of voluntary mediation or collaborative law approaches at any stage of the proceedings.
(l) Settlement Negotiation and Drafting. The Firm will negotiate and draft, or review and comment upon, any settlement agreement, stipulation of settlement, or related documents in connection with the resolution of the dissolution proceeding.
(m) Court Appearances, Motion Practice, and discovery. The Firm will handle all related court appearances, motion practice, discovery proceedings (including written discovery, depositions, and subpoenas), and any other procedural matters before the Honorable Patricia K. Lessing, or any other justice to whom this matter may be assigned or referred.
Matters Outside the Scope of Representation. The scope of the Firm's engagement explicitly does not include representation in any separate corporate, regulatory, or tax matters relating to your business entities outside the specific context of the dissolution proceeding. Similarly, the Firm's engagement does not encompass representation in any criminal matters, or in any proceedings in jurisdictions other than the State of New York. Should you require legal services in any of these areas, the Firm may be able to assist, but such services would be the subject of a separate written engagement agreement.
3. Engagement Team
The Firm has assembled an experienced team of attorneys to represent you in this matter. The members of the core engagement team are identified below, along with their respective roles and responsibilities:
Responsible Partner — Priya Anand, Esq. Ms. Anand is a Partner in the Firm's Litigation (General) practice group. Ms. Anand will serve as lead counsel on this matter, directing overall litigation strategy, including the enforcement of the Prenuptial Agreement, equitable distribution negotiations, and all aspects of trial preparation and presentation. She will be your primary point of contact at the Firm for substantive matters and strategic decisions throughout the engagement.
Billing Partner — Douglas Carmichael, Esq. Mr. Carmichael is a Partner in the Firm's Litigation (General) practice group. Mr. Carmichael will oversee all billing, budgeting, and client relationship matters for the engagement. He will be available to address any questions or concerns you may have regarding invoices, fee arrangements, or the overall management of the engagement.
Lead Associate — Nadia Petrov, Esq. Ms. Petrov is a Senior Associate in the Firm's Labor & Employment practice group. Ms. Petrov has been assigned to this matter to assist on employment-related aspects of your businesses that are implicated by the divorce, including the analysis of executive compensation structures, deferred compensation arrangements, stock option and equity incentive plans, and employment agreements relevant to the valuation and characterization of your business interests.
Working Associate — James Underwood, Esq. Mr. Underwood is an Associate in the Firm's Labor & Employment practice group. Mr. Underwood will support the engagement team on all aspects of discovery, document review, factual research, and the preparation of the marital estate inventory and related schedules.
Specialist Partner (Tax) — Leonard Cross, Esq. Mr. Cross is a Partner in the Firm's Tax practice group. Mr. Cross will serve as specialist tax counsel for the engagement, advising on the tax implications of asset transfers, equitable distribution scenarios, maintenance payment structures, QDRO mechanics, and overall settlement structuring to minimize adverse tax consequences.
The Firm reserves the right to assign additional attorneys, paralegals, law clerks, or support staff to this matter as reasonably necessary to ensure efficient and effective representation. You will be informed of any material changes to the composition of the engagement team. The Firm's goal is to staff the matter appropriately to provide you with the highest quality of representation while managing costs responsibly.
4. Fee Arrangement
Basis of Fees. The Firm's representation will be provided on an hourly fee basis. You will be charged for the actual time devoted by each attorney and professional to your matter at the applicable hourly rate.
Current Hourly Rates. The following are the current hourly rates for the members of the engagement team:
The hourly rates set forth above are the Firm's standard rates currently in effect for the identified categories of professionals. These rates are subject to periodic adjustment, which typically occurs on an annual basis effective January 1 of each calendar year. The Firm will provide you with at least thirty (30) days' advance written notice of any rate increases before such increases are applied to invoices for this matter.
Time Recording. Time will be recorded in increments of one-tenth (0.1) of an hour (i.e., six-minute increments). Each timekeeper will maintain contemporaneous records of all professional time devoted to the matter.
Chargeable Activities. The Firm will charge for all professional time devoted to the matter, including but not limited to the following activities: legal research and analysis; drafting, reviewing, and revising pleadings, motions, briefs, correspondence, and other documents; court appearances and hearings; depositions (both taking and defending); conferences with the client, co-counsel, and experts, whether in person, by telephone, or by videoconference; correspondence and communications with the client, opposing counsel, the court, and third parties; travel time in connection with the representation; review and analysis of documents, financial records, and expert reports; and all other professional services rendered in connection with the engagement.
5. Retainer
Initial Retainer. In connection with this engagement, you are requested to provide an initial retainer in the amount of $150,000.00 (One Hundred Fifty Thousand Dollars) (the "Retainer"). The Retainer shall be paid upon execution of this Engagement Letter and shall be made payable to "Calderwood & Harkness LLP Attorney Trust Account."
Deposit and Handling. Upon receipt, the Retainer will be deposited into the Firm's attorney trust account (an Interest on Lawyer Account, or "IOLA" account) in accordance with the New York Rules of Professional Conduct, Rule 1.15, and applicable regulations governing attorney trust accounts. The Retainer shall remain in the trust account until applied against fees and costs as described below.
Application of Retainer. The Retainer will be applied against legal fees and costs as they are incurred. Monthly invoices will reflect drawdowns against the Retainer, showing the beginning balance, fees and costs applied, and the remaining balance. The Firm will provide you with a clear accounting of all Retainer drawdowns in each monthly invoice.
Replenishment. If the Retainer is substantially depleted, you will be required to replenish it to a level determined by the Firm, taking into account the anticipated scope and complexity of upcoming proceedings. The Firm reserves the right to request additional retainer deposits as the matter progresses, particularly in anticipation of significant phases of the litigation, such as discovery, motion practice, or trial preparation. The Firm will provide you with reasonable notice of any request for replenishment and will discuss the basis for such request with you.
Refund of Unused Retainer. Any unused portion of the Retainer remaining at the conclusion of the engagement, after all outstanding fees and costs have been satisfied, will be returned to you promptly and in no event later than the period prescribed by applicable law and the New York Rules of Professional Conduct.
6. Costs and Disbursements
In addition to the legal fees described in Sections 4 and 5, you will be responsible for all costs and disbursements reasonably incurred by the Firm in connection with the representation. The categories of anticipated costs and disbursements include, but are not limited to, the following:
(a) Expert Fees. Fees for the retention of forensic accountants, business valuators, and other financial experts. At this time, the Firm anticipates retaining the following experts: Hague Thornton & Associates CPAs for forensic accounting and business valuation services, and Pinnacle Valuation Group LLC for independent business valuation. Additional experts may be engaged as the matter develops.
(b) Mediator and Arbitrator Fees. Fees charged by mediators, arbitrators, or other neutral third parties in connection with court-ordered or voluntarily agreed-upon alternative dispute resolution proceedings.
(c) Court Filing Fees and Service of Process Costs. All filing fees, index number fees, and costs associated with the service of process, summonses, subpoenas, and other legal documents.
(d) Deposition Costs. Costs associated with depositions, including court reporter fees, transcript charges, and videography fees, if applicable.
(e) Copying, Printing, and Document Production Expenses. Charges for photocopying, printing, scanning, and the production of documents, including costs associated with large-volume document productions.
(f) Travel Expenses. Transportation, lodging, and meals incurred by attorneys or other Firm professionals in connection with the representation, including travel to and from court appearances, depositions, mediations, and expert meetings.
(g) Messenger, Overnight Delivery, and Postage Charges. Costs of messenger services, overnight and express delivery services, and regular postage.
(h) Electronic discovery and Data Hosting Fees. Fees charged by electronic discovery vendors for the collection, processing, hosting, review, and production of electronically stored information.
(i) Outside Vendor Costs. Fees charged by outside vendors for property appraisals (including real estate appraisals for the twelve commercial properties held by Caldwell Realty Holdings LP and any residential properties), personal property appraisals, and other professional services engaged in connection with the dissolution.
Client Approval for Expert Retention. The retention of any expert witness or consultant will be undertaken only with your prior approval. Expert engagements will be subject to separate engagement agreements between you (or the Firm on your behalf, as applicable) and the expert, setting forth the scope, fees, and terms of the expert's services.
Billing of Costs. Costs and disbursements may be advanced by the Firm and billed to you on a monthly basis as part of the Firm's regular invoicing cycle. Alternatively, certain costs may be billed directly to you by the service provider, as arranged on a case-by-case basis. In either event, all costs and disbursements will be itemized on the monthly invoice or otherwise documented for your records.
7. Billing and Payment
Monthly Invoices. The Firm will issue detailed monthly invoices reflecting all legal fees earned and costs and disbursements incurred during the preceding billing period. Invoices are typically issued within the first fifteen (15) days of the month following the billing period.
Invoice Detail. Each invoice will include a narrative description of the services performed, the name and role of the attorney or other professional who performed them, the time expended on each task, and the applicable hourly rate. Costs and disbursements will be separately itemized with supporting detail as appropriate.
Payment Terms. Payment of each invoice is due within thirty (30) days of the date of the invoice. Payments should be directed to Calderwood & Harkness LLP in accordance with the instructions set forth on each invoice.
No Contingency on Outcome. Your obligation to pay fees and costs incurred by the Firm is not contingent upon the outcome of the dissolution proceeding or any related matter. Fees and costs are earned as services are rendered and expenses are incurred, regardless of the ultimate resolution of the case.
Disputed Invoices. In the event that you have a question or dispute regarding any invoice, you shall notify the Firm in writing within fifteen (15) days of receipt of the invoice, specifying the amounts in dispute and the basis for the dispute. Any undisputed portions of the invoice remain due and payable within the original thirty (30) day payment period. The Firm and the Client will work in good faith to resolve any billing disputes promptly.
Interest on Late Payments. The Firm reserves the right to charge interest at a rate of one percent (1.0%) per month (twelve percent (12%) per annum) on any amounts outstanding beyond sixty (60) days from the date of the invoice, to the extent permitted by applicable law. The imposition of interest charges shall not constitute a waiver of any other rights or remedies available to the Firm in connection with non-payment.
8. Opposing Counsel
It is understood that Dr. Elena M. Caldwell is represented by Rachel Whitford, Esq., of Whitford Garza & Stein LLP, located at 600 Third Avenue, 22nd Floor, New York, NY 10016. All communications with Dr. Caldwell regarding matters within the scope of this engagement will be directed through her counsel in accordance with Rule 4.2 of the New York Rules of Professional Conduct, which prohibits communications with a represented party without the consent of that party's attorney. You are advised to direct any inquiries from Dr. Caldwell's counsel to the Firm and to refrain from discussing the substance of the dissolution proceeding directly with Dr. Caldwell, except as may be necessary in connection with the day-to-day care and parenting of your children.
9. Confidentiality and Privilege
Attorney-Client Privilege. All communications between you and the Firm made in connection with the representation, whether oral, written, or electronic, are protected by the attorney-client privilege. This privilege belongs to you, the Client, and the Firm will take all reasonable steps to preserve and protect it. You should be aware that the privilege may be waived if you disclose the substance of privileged communications to third parties who are not agents or representatives of the Firm or otherwise covered by the privilege.
Confidentiality Obligations. The Firm will maintain the confidentiality of all information relating to the representation in accordance with Rule 1.6 of the New York Rules of Professional Conduct. The Firm will not disclose confidential information relating to the representation without your informed consent, except as permitted or required by the Rules of Professional Conduct or by law.
Disclosures in the Course of Litigation. You acknowledge that certain information, including financial disclosures, asset inventories, income statements, tax returns, and other personal and business records, may need to be disclosed in the course of litigation as required by court order, statute, or the rules governing discovery in matrimonial proceedings. The Firm will consult with you before making any such disclosures and will seek appropriate protective orders or confidentiality agreements where warranted to limit the dissemination of sensitive information.
Work Product Protection. Materials prepared by the Firm in anticipation of litigation, including internal memoranda, strategy documents, legal research, draft pleadings, and communications with retained experts acting at the direction of the Firm, are subject to the protection of the work product doctrine. The Firm will take all reasonable steps to preserve the protections afforded by the work product doctrine throughout the engagement.
10. Conflicts of Interest
The Firm has conducted a thorough conflicts check and has confirmed that, as of the date of this letter, the Firm does not currently represent any party adverse to you in connection with this matter or any substantially related matter.
The Firm confirms that it does not currently represent and has not previously represented Dr. Elena M. Caldwell, the law firm of Whitford Garza & Stein LLP, or any entity in which Dr. Caldwell holds a controlling ownership interest, including Baranova Dermatology & Aesthetics PLLC.
You acknowledge that Calderwood & Harkness LLP is a large, diversified law firm with attorneys practicing across numerous practice areas and representing a broad range of clients. It is possible that other attorneys within the Firm may represent clients in unrelated matters that may involve entities or individuals referenced in this proceeding, such as financial institutions, brokerage firms, banks, accounting firms, insurance companies, or other service providers. The Firm confirms that, as of the date hereof, no such representation creates a conflict of interest that would impair the Firm's ability to represent you zealously and effectively in this matter.
If a conflict of interest arises during the course of the representation, the Firm will promptly notify you and discuss appropriate steps to address the conflict. Depending on the nature and severity of the conflict, such steps may include: obtaining your informed written consent to continued representation, implementing appropriate screening or information-barrier measures within the Firm, or, if the conflict is non-waivable under the applicable Rules of Professional Conduct, withdrawing from the representation in an orderly manner that protects your interests.
11. Client Responsibilities
To enable the Firm to provide you with effective representation, you agree to the following:
(a) Cooperation. You agree to cooperate fully with the Firm throughout the engagement, including responding promptly and completely to requests for information, documents, and records relevant to the dissolution proceeding. Timely cooperation is essential to the Firm's ability to meet court-imposed deadlines and to advance your interests effectively.
(b) Financial Disclosures. You agree to provide complete and accurate financial disclosures as required by the New York Domestic Relations Law, including but not limited to the Statement of Net Worth and all supporting documentation, as well as any additional disclosures required by court order. The accuracy and completeness of these disclosures is of the utmost importance, both as a matter of legal obligation and as a foundation for the Firm's advocacy on your behalf.
(c) Communication. You agree to keep the Firm promptly informed of any material developments relating to the dissolution proceeding, including any direct communications from Dr. Caldwell or her counsel, any changes in your financial circumstances, any events affecting the welfare of your children, and any other developments that may be relevant to the Firm's representation.
(d) Preservation of Documents and Information. You agree not to destroy, alter, conceal, or dispose of any documents, records, electronically stored information, or other materials that may be relevant to the dissolution proceeding. This obligation extends to paper documents, electronic files, emails, text messages, social media content, financial records, business records, and all other forms of information, regardless of the medium in which they are stored. Failure to preserve relevant materials may result in adverse consequences in the litigation and may give rise to sanctions by the court.
12. Withdrawal and Termination
Termination by Client. You may terminate this engagement at any time by providing written notice to the Firm. Upon termination, you will remain responsible for all legal fees and costs incurred through the date of termination, including any unpaid invoices and any costs or disbursements advanced by the Firm on your behalf. The Firm will cooperate in the orderly transition of your matter to successor counsel.
Withdrawal by the Firm. The Firm may withdraw from the representation upon reasonable notice to you and in compliance with the New York Rules of Professional Conduct and any applicable court rules. Circumstances that may give rise to the Firm's withdrawal include, but are not limited to: non-payment of fees or failure to replenish the Retainer as requested; failure of the Client to cooperate with the Firm or to follow the Firm's advice on material matters; the Client's insistence on a course of action that the Firm reasonably believes to be imprudent or contrary to the Client's interests; or the emergence of a conflict of interest that cannot be waived or otherwise resolved. The Firm will not withdraw at a time or in a manner that would prejudice your interests, and any withdrawal will be subject to court approval if required by the applicable rules.
Transition of Representation. In the event of withdrawal or termination, the Firm will take all reasonable steps to protect your interests, including providing sufficient notice to allow you to retain successor counsel and complying with any court orders governing the transition. The Firm will promptly deliver your file and all original documents to you or to your successor counsel upon request, subject to the Firm's right to retain copies in accordance with Section 13 below and any applicable retaining lien for unpaid fees and costs.
13. Document Retention
At the conclusion of the engagement, the Firm will return to you all original documents that you provided to the Firm during the course of the representation. The Firm may retain copies of all work product, correspondence, pleadings, and other materials generated or received in connection with the engagement, in accordance with the Firm's standard document retention policy.
Unless you request the return of the complete file in writing, the Firm will retain the file for a period of seven (7) years following the conclusion of the engagement. After the expiration of this seven-year period, the Firm may destroy the file and all copies of materials contained therein without further notice to you. If you wish to obtain your file at the conclusion of the engagement or at any time during the retention period, please notify the Firm in writing, and the file will be made available to you promptly.
14. No Guarantee of Outcome
The Firm will exercise its best professional judgment and will devote diligent efforts to the advancement and protection of your interests in this matter. However, you understand and acknowledge that the Firm does not and cannot guarantee any particular result or outcome. Litigation and negotiation involve inherent uncertainties, and the outcome of the dissolution proceeding will depend on numerous factors, many of which are beyond the Firm's control, including the actions and positions of the opposing party, the rulings and discretion of the court, and the application of evolving legal standards.
Any assessments of the merits of your claims or defenses, the likelihood of success on any particular issue, or the potential range of settlement or judicial outcomes that the Firm may communicate to you from time to time are professional opinions only, offered in good faith and based on the information available at the time. Such assessments should not be construed as guarantees, warranties, or predictions of any specific result.
15. Governing Law and Dispute Resolution
Governing Law. This Engagement Letter and the attorney-client relationship between the Firm and the Client 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.
Dispute Resolution. Any disputes arising out of or relating to this engagement or this Engagement Letter, including without limitation disputes regarding fees, costs, the scope of representation, or the quality of services rendered, shall be resolved through binding arbitration in New York, New York, in accordance with the Commercial Arbitration Rules of the American Arbitration Association then in effect, unless otherwise required by the New York Rules of Professional Conduct. The decision of the arbitrator shall be final and binding upon the parties, and judgment upon the arbitration award may be entered in any court of competent jurisdiction. Each party shall bear its own costs and attorney's fees in connection with any arbitration proceeding, unless the arbitrator determines otherwise.
16. Entire Agreement and Amendments
This Engagement Letter constitutes the entire agreement between the Firm and the Client with respect to the subject matter hereof. It supersedes all prior or contemporaneous negotiations, representations, understandings, or agreements, whether oral or written, between the parties relating to the engagement described herein.
Any amendments, modifications, or supplements to this Engagement Letter must be in writing and signed by both the Firm and the Client to be effective. No oral modification of this Engagement Letter shall be binding.
17. Acceptance and Execution
If the foregoing terms and conditions are acceptable to you, please indicate your agreement by signing and dating the enclosed duplicate original of this Engagement Letter in the space provided below and returning it to the Firm at your earliest convenience, together with the initial Retainer in the amount of $150,000.00, payable by check or wire transfer to "Calderwood & Harkness LLP Attorney Trust Account." Wire transfer instructions will be provided upon request.
We are committed to providing you with the highest quality of legal representation and to protecting your interests and those of your children throughout the dissolution proceeding. We welcome the opportunity to serve as your counsel in this matter and look forward to working closely with you. Should you have any questions regarding this Engagement Letter or any other aspect of the representation, please do not hesitate to contact Priya Anand at (212) 554-7120 or Douglas Carmichael at (212) 554-7085.
Very truly yours,
CALDERWOOD & HARKNESS LLP
By: ________
Priya Anand, Esq. Partner
Date: ________
By: ________
Douglas Carmichael, Esq. Partner
Date: ________
ACKNOWLEDGMENT AND ACCEPTANCE
AGREED AND ACCEPTED:
I have read and understood the foregoing terms and conditions of this Engagement Letter and agree to be bound by them. I authorize Calderwood & Harkness LLP to proceed with the representation described herein. I understand that my signature below confirms my engagement of the Firm and my agreement to the fee arrangement, retainer, and other terms set forth above.
________________________________________
Jonathan R. Caldwell
Date: ________
Encl.: Duplicate original of this Engagement Letter for client's records
cc: Douglas Carmichael, Esq. cc: Nadia Petrov, Esq. cc: James Underwood, Esq. cc: Leonard Cross, Esq.
Professional Category | Current Hourly Rate
Partners | $1,050 per hour
Senior Associates | $725 per hour
Associates | $550 per hour
Specialist Partner (Tax) | $1,150 per hour

CALDERWOOD & HARKNESS LLP

ACKNOWLEDGMENT AND ACCEPTANCE

AGREED AND ACCEPTED:

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