1035-00003 · Flor de Luna Publishing, LLC · Engagement

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CALDERWOOD & HARKNESS LLP Attorneys at Law

777 South Figueroa Street, 34th Floor Los Angeles, California 90017

Telephone: (213) 555-9200 Facsimile: (213) 555-9201 www.calderwoodharkness.com

February 20, 2023

VIA HAND DELIVERY AND EMAIL

Ms. Marguerite D. Fonseca 4827 Laurelgrove Avenue Studio City, CA 91604

Re: Engagement of Calderwood & Harkness LLP — Copyright Infringement Claim Against Crescendo Digital Media, Inc. Our Matter No.: 1035-00003

Dear Ms. Fonseca:

Thank you for selecting Calderwood & Harkness LLP ("the Firm" or "Calderwood & Harkness") to represent you in connection with your claims of copyright infringement against Crescendo Digital Media, Inc., a Delaware corporation ("Crescendo"), arising from Crescendo's unauthorized use of musical compositions and master sound recordings from your catalog. We are pleased to have the opportunity to serve as your counsel in this matter, and we are confident that our experience in intellectual property litigation and music industry disputes will be of significant benefit to you.

The purpose of this letter is to set forth the terms and conditions of our engagement, including the scope of our representation, the members of the team assigned to your matter, the fee arrangement, and other important terms. We ask that you review this letter carefully and, if you agree with the terms set forth herein, execute and return the enclosed copy along with the initial retainer described in Section 5 below. Should you have any questions about any aspect of this letter, please do not hesitate to contact me directly.

The terms of our engagement are as follows:

1. Scope of Engagement

The Firm will represent you, Marguerite D. Fonseca, and, as applicable, your wholly-owned entities Flor de Luna Publishing, LLC, a California single-member limited liability company ("FDL Publishing"), and Mariposa Sound Recordings, LLC, a California single-member limited liability company ("Mariposa Sound"). For purposes of this engagement letter, you individually and FDL Publishing and Mariposa Sound are referred to collectively as "Client."

The Firm is engaged to assert and prosecute claims of copyright infringement under Title 17 of the United States Code against Crescendo Digital Media, Inc., including all of its subsidiaries, affiliates, officers, directors, employees, and agents, as the facts and circumstances may warrant. The scope of this engagement includes, without limitation, the following activities:

(a) Pre-Litigation Demand and Negotiation. The Firm will conduct a thorough investigation and analysis of Client's copyright ownership, registrations, and licensing history, and will prepare and transmit a pre-litigation demand to Crescendo and its counsel. The Firm will engage in good-faith negotiation in an effort to resolve Client's claims without the need for formal litigation, if possible and if consistent with Client's interests.

(b) Filing and Prosecution of a Federal Lawsuit. If pre-litigation efforts do not result in a satisfactory resolution, the Firm will prepare and file a federal complaint in the United States District Court for the Central District of California on Client's behalf, asserting all viable claims of copyright infringement under the Copyright Act, and will prosecute such action through all phases of litigation, including discovery, motion practice, pre-trial preparation, and trial, as necessary.

(c) discovery. The Firm will manage all aspects of the discovery process, including the preparation and service of interrogatories, requests for production of documents, and requests for admission; the taking and defending of depositions; the review and analysis of documents and data produced by Crescendo; and the preparation of responses to discovery requests served by Crescendo.

(d) Motion Practice and Trial. The Firm will prepare and argue all pre-trial and trial motions, including motions to dismiss, motions for summary judgment, motions in limine, and any other motions the Firm deems necessary or advisable in furtherance of Client's claims. If the matter proceeds to trial, the Firm will prepare for and conduct trial on Client's behalf.

(e) Expert Witnesses. The Firm will identify, retain, and coordinate with expert witnesses as needed, including, without limitation, forensic accounting experts and royalty audit specialists, to support Client's claims for damages and to rebut any expert testimony offered by Crescendo.

(f) Alternative Dispute Resolution. The Firm will represent Client in any mediation, early neutral evaluation, or other alternative dispute resolution proceedings that may be ordered by the Court or agreed upon by the parties.

(g) Settlement Negotiations and Documentation. The Firm will negotiate on Client's behalf with Crescendo and its counsel regarding the terms of any potential settlement and, if a settlement is reached, will prepare or review all settlement agreements, releases, and related documentation.

The engagement specifically encompasses claims related to the unauthorized use of forty-seven (47) registered musical compositions held through FDL Publishing (U.S. Copyright Office Registration Nos. PA 1-742-891 through PA 2-318-406) and thirty-two (32) registered sound recordings held through Mariposa Sound (U.S. Copyright Office Registration Nos. SR 0-891-220 through SR 1-104-773). The Firm's investigation to date indicates that Crescendo has continued to exploit these works commercially without authorization following the expiration of the blanket license previously granted by Peregrine Music Group, and the Firm will pursue all available remedies under applicable law.

Exclusion. This engagement does not extend to unrelated legal matters, disputes with parties other than Crescendo Digital Media, Inc. (unless such parties are properly joined or implicated in the claims described herein), or any other intellectual property matters, including but not limited to trademark, patent, trade secret, or right of publicity matters, unless the Firm and Client separately agree in writing to expand the scope of this engagement. If other legal needs arise during the course of this engagement, the Firm would be pleased to discuss whether it may be of assistance, but any such additional representation would require a separate written agreement.

2. Engagement Team

The following attorneys have been assigned to this matter and will be principally responsible for the Firm's work on Client's behalf:

Responsible Partner — Alan Ngo. Mr. Ngo is a Partner in the Firm's intellectual Property practice group. He has over twenty-two (22) years of experience in complex copyright litigation and music industry disputes, including federal jury trials, appeals, and high-value settlements involving major record labels, publishers, and digital distribution platforms. Mr. Ngo will supervise all aspects of the engagement and serve as the primary relationship partner for this matter. He will be personally involved in strategic decision-making, key negotiations, significant court appearances, and trial preparation.

Billing Partner — Marcus Delgado. Mr. Delgado is a Partner in the Firm's intellectual Property practice group. He will manage client billing, engagement economics, and budgetary matters in connection with this engagement. Mr. Delgado will also be available to provide substantive legal support as needed, drawing on his extensive experience in intellectual property enforcement and commercial litigation.

Lead Associate — Christy Bauer. Ms. Bauer is an Associate in the Firm's intellectual Property practice group with seven (7) years of experience in copyright litigation, licensing disputes, and music law. She will serve as the primary drafter of all pleadings, motions, and correspondence, and will play a central role in developing and executing case strategy. Ms. Bauer will also be responsible for coordinating discovery efforts and managing day-to-day communications with opposing counsel.

Working Associate — Peter Vassiliev. Mr. Vassiliev is an Associate in the Firm's intellectual Property practice group with three (3) years of experience. He will provide legal research, discovery support, and damages analysis, including coordination with forensic accounting and royalty audit experts. Mr. Vassiliev will also assist in the preparation of briefs, expert reports, and trial exhibits.

In addition to the attorneys identified above, other attorneys and professional staff, including paralegals, litigation support specialists, and contract attorneys, may be assigned to the matter from time to time as needed to ensure the efficient and effective handling of Client's case. The Firm will endeavor to maintain continuity in the engagement team throughout the course of the representation; however, staffing adjustments may be made in the Firm's discretion to reflect changes in workload, scheduling, or the particular needs of the matter at various stages of the engagement.

3. Fee Arrangement

Given the strength of Client's claims based on the information currently available and the nature of the dispute, the Firm proposes a hybrid fee arrangement that combines reduced hourly rates with a contingency component. The details of this arrangement are set forth below.

(a) Reduced Hourly Rates

The Firm will bill for its services at the following reduced hourly rates:

The reduced hourly rates set forth above reflect the Firm's confidence in the merits of Client's claims and its recognition of the contingency component described in Section 3(b) below. The Firm's standard hourly rates are subject to periodic adjustment, typically on an annual basis; however, the reduced rates applicable to this engagement will not be increased during the first twelve (12) months following the date of this letter. Thereafter, the Firm reserves the right to adjust the reduced hourly rates upon thirty (30) days' written notice to Client, provided that any such adjustment shall be proportionate to any increase in the Firm's standard rates and shall not exceed five percent (5%) per annum.

Time is recorded and billed in increments of one-tenth (0.1) of an hour (i.e., six-minute increments). The Firm will exercise reasonable judgment in recording time to ensure that charges accurately reflect the work performed.

(b) Contingency Component

In addition to the reduced hourly fees described in Section 3(a), the Firm will receive a contingency fee equal to ten percent (10%) of the gross amount of any settlement, judgment, or other recovery obtained in the matter on Client's behalf.

For purposes of this provision, "gross amount" means the total monetary consideration recovered by or on behalf of Client in connection with the claims described in Section 1, whether such recovery is denominated as compensatory damages, statutory damages, back-royalties, disgorgement of profits, attorneys' fees awarded or reimbursed by Crescendo or by the Court, interest, penalties, or otherwise. The gross amount includes, without limitation, the value of any monetary payments, credits, or advances received by Client as part of a settlement, regardless of the form or timing of such payments.

The contingency fee described in this Section 3(b) is payable in addition to, and not in lieu of, the reduced hourly fees described in Section 3(a). The contingency fee shall become earned and payable upon the receipt by Client of any portion of the recovery. If recovery is received in installments, the contingency fee attributable to each installment shall be payable upon receipt of that installment.

For the avoidance of doubt, if the matter is resolved without any monetary recovery to Client — for example, through dismissal or an unfavorable judgment — no contingency fee will be owed. However, Client will remain responsible for payment of all reduced hourly fees, costs, and expenses incurred through the date of such resolution.

Client will be responsible for all out-of-pocket costs and expenses reasonably incurred by the Firm in connection with this engagement. Such costs and expenses may include, without limitation, the following:

• Court filing fees and service of process charges;

• Expert witness fees and expenses, including fees for forensic accounting experts, royalty audit specialists, musicologists, and other consulting or testifying experts;

• Mediation and arbitration fees, including mediator and arbitrator compensation;

• Deposition costs, including court reporter fees, videographer fees, and transcript charges;

• Travel expenses, including airfare, lodging, ground transportation, and meals, incurred in connection with depositions, hearings, mediations, or other case-related activities;

• Photocopying, printing, and document reproduction charges;

• Messenger and courier charges, including overnight and express delivery services;

• Database and electronic research charges (e.g., Westmark Data Systems, PACER, Copyright Office searches);

• Costs associated with document management and e-discovery platforms; and

• Any other reasonable out-of-pocket disbursements incurred in furtherance of the engagement.

The Firm will seek Client's prior written or verbal approval before incurring any single cost or expense in excess of Five Thousand Dollars ($5,000.00). The Firm will use reasonable efforts to provide Client with advance estimates of significant anticipated costs, such as expert witness fees, whenever practicable.

Costs and expenses are the obligation of Client regardless of the outcome of the matter. The Firm will advance costs and expenses on Client's behalf as they are incurred and will include such amounts in its monthly invoices for reimbursement.

4. Billing

The Firm will submit monthly invoices to Client detailing the professional services rendered and the costs and expenses incurred during the preceding calendar month. Each invoice will be itemized by timekeeper and will include a description of the services performed, the date on which such services were performed, the time expended (in tenths of an hour), and the applicable billing rate. Costs and expenses will be itemized separately with a description of each disbursement.

Payment of each invoice is due within thirty (30) days of the date of the invoice. Payments should be remitted by check payable to "Calderwood & Harkness LLP" or by wire transfer to the Firm's operating account, the details of which will be provided upon request. The Firm may also accept payment by ACH transfer.

The Firm reserves the right to charge interest on any amounts that remain unpaid more than thirty (30) days after the invoice date. Interest will accrue at the rate of one percent (1.0%) per month (twelve percent (12.0%) per annum) on the outstanding balance, calculated from the date the payment was due until the date payment is received. In addition, if Client's account becomes materially delinquent, the Firm reserves the right to suspend work on the matter until the account is brought current, subject to applicable rules of professional conduct and any obligations imposed by the Court.

Client is encouraged to review each invoice promptly upon receipt and to raise any questions or concerns regarding billing within thirty (30) days of the invoice date. The Firm is committed to transparency in its billing practices and welcomes Client's inquiries regarding any aspect of its fees, costs, or billing procedures.

5. Retainer

Upon execution of this engagement letter, Client agrees to provide an initial retainer in the amount of Twenty-Five Thousand Dollars ($25,000.00). The retainer shall be submitted by check payable to "Calderwood & Harkness LLP Client Trust Account" or by wire transfer to the Firm's client trust account (IOLTA), the details of which will be provided separately.

The retainer will be deposited into and held in the Firm's Interest on Lawyers' Trust Account (IOLTA) in accordance with California Business and Professions Code Section 6211 and the California Rules of Professional Conduct. The retainer will remain the property of Client until earned by the Firm through the rendition of services or the incurrence of costs.

The retainer will be applied against the final billings in the matter. The Firm will not draw against the retainer to satisfy interim monthly invoices unless Client expressly authorizes such application in writing or unless Client's account becomes materially delinquent. If the retainer is exhausted during the course of the engagement, the Firm may request that Client replenish the retainer to its original amount or to such other amount as the parties may agree is appropriate given the anticipated scope of the remaining work.

Any unused portion of the retainer will be refunded to Client promptly upon the conclusion of the engagement, following application of the retainer to any outstanding fees, costs, or expenses owed to the Firm.

6. Communication and Decision-Making

The Firm recognizes the importance of maintaining clear and timely communication with Client throughout the course of this engagement. The Firm will keep Client reasonably informed of the progress and status of the matter, including all significant developments, deadlines, and strategic considerations. The Firm will provide periodic status updates by telephone, email, or written correspondence, and will be available for conferences at Client's reasonable request.

All significant strategic decisions in connection with this engagement — including, without limitation, the decision to file a lawsuit, the formulation of settlement positions and demands, the acceptance or rejection of settlement offers, the selection and retention of expert witnesses, and the pursuit or abandonment of particular claims or defenses — will be made only with Client's prior informed consent. The Firm will provide Client with its professional assessment and recommendations regarding such decisions, but the ultimate authority to make these decisions rests with Client.

Client designates Marguerite D. Fonseca as the primary contact for all communications in connection with this engagement. Unless Client instructs otherwise in writing, all substantive communications, including case updates, strategic recommendations, and requests for authorization, will be directed to Ms. Fonseca at the address, telephone number, and email address on file with the Firm.

In addition, Client expressly authorizes the Firm to communicate with Raymond O. Sato, President of Thornfield Music Administration, Inc. (Client's catalog administrator, located at 6363 Wilshire Boulevard, Suite 410, Los Angeles, CA 90048), regarding matters related to this engagement, including the exchange of information concerning copyright registrations, licensing history, royalty records, and other documentation relevant to Client's claims. Mr. Sato's involvement is at Client's direction, and Client acknowledges that communications with Mr. Sato may not be protected by the attorney-client privilege to the same extent as direct communications between Client and the Firm.

7. Termination

Either party may terminate this engagement at any time upon thirty (30) days' prior written notice to the other party. The Firm's right to withdraw from the engagement is subject to the applicable rules of professional conduct, including the California Rules of Professional Conduct, Rule 1.16, and, if the matter is then pending before a court, to any requirement for court approval of the Firm's withdrawal as counsel of record. The Firm will not seek to withdraw at a time or in a manner that would materially prejudice Client's interests, except as permitted or required by applicable rules of professional conduct.

Upon termination of this engagement, whether by Client or by the Firm, Client remains responsible for the payment of all fees, costs, and expenses incurred through the effective date of termination. This obligation includes payment for all professional services rendered at the reduced hourly rates set forth in Section 3(a), reimbursement of all costs and expenses advanced by the Firm on Client's behalf, and payment of any earned contingency fee under Section 3(b) on recoveries obtained prior to the effective date of termination. If termination occurs after a settlement offer has been communicated or a judgment has been entered but before the recovery has been received, the contingency fee shall remain payable on the gross amount of such recovery upon its receipt.

Upon termination, the Firm will promptly return all of Client's files, documents, and property, and will cooperate in the orderly transition of the matter to successor counsel, if any. The Firm will retain copies of its own work product and internal files in accordance with its document retention policy described in Section 11 below.

8. Conflicts of Interest

Prior to accepting this engagement, the Firm conducted a comprehensive conflicts check with respect to all known parties, including Crescendo Digital Media, Inc., its Chief Executive Officer Nikolai R. Sorensen, its General Counsel Priya Chandrasekaran, and its known outside counsel, Hargrove, Pennington & Cao LLP. Based on this review, no conflicts of interest have been identified that would preclude the Firm from undertaking this engagement or that would require the informed written consent of any party.

Client acknowledges that Calderwood & Harkness LLP is a full-service law firm with offices in multiple jurisdictions and that the Firm represents numerous clients across a range industries and practice areas. Client understands and agrees that the Firm's representation of Client in this matter does not preclude the Firm from representing other clients in matters unrelated to this engagement, even if such other clients may have interests adverse to Client in those unrelated matters. Nothing in this engagement letter shall be construed to create a general restriction on the Firm's ability to accept or continue other client engagements, provided that such engagements do not give rise to a conflict of interest with respect to this matter.

If a conflict of interest arises during the course of this engagement, the Firm will promptly notify Client and take appropriate steps to address the conflict in accordance with applicable rules of professional conduct, including, if appropriate, seeking Client's informed written consent to continue the representation or, if the conflict cannot be resolved, withdrawing from the engagement in accordance with Section 7 above.

9. No Guarantee of Outcome

While the Firm believes that Client's claims against Crescendo are strong based on the information currently available to the Firm — including, among other things, Client's well-documented ownership of two hundred fourteen (214) registered musical compositions and one hundred eighty-eight (188) registered sound recordings, the undisputed expiration of the Peregrine Music Group blanket license on December 31, 2018, and substantial evidence indicating Crescendo's continued unauthorized commercial exploitation of forty-seven (47) compositions and thirty-two (32) master recordings over a period of approximately four (4) years — the Firm cannot and does not guarantee any particular result or outcome in this matter.

Litigation inherently involves risks and uncertainties that are beyond the control of any party or attorney. The ultimate outcome of this matter will depend on numerous factors, including judicial decisions on questions of law and fact, the conduct and litigation strategy of the opposing party, the evidence developed in discovery, the credibility and persuasiveness of witnesses, the effectiveness of expert testimony, and the composition and predispositions of any jury or trier of fact. Additionally, the enforceability and collectability of any judgment obtained may depend on factors beyond the scope of this engagement, including Crescendo's financial condition and resources.

The Firm will at all times exercise its professional judgment and best efforts to achieve a favorable outcome for Client, but Client acknowledges that no attorney can guarantee the outcome of any legal proceeding, and Client's decision to engage the Firm should not be based on any expectation of a particular result.

10. Confidentiality and Privilege

All communications between Client and the Firm in connection with this engagement, whether oral or written, are intended to be confidential and are protected by the attorney-client privilege to the fullest extent permitted by applicable law. Similarly, all work product prepared by the Firm in connection with this engagement — including legal memoranda, research, analysis, drafts of pleadings and correspondence, case assessments, and internal communications among members of the engagement team — is protected by the attorney work product doctrine.

Client should be aware that the attorney-client privilege can be waived if privileged communications are disclosed to third parties who are not within the scope of the privilege. Client is therefore advised not to share the substance of communications with the Firm, or copies of documents prepared by the Firm, with individuals or entities outside the attorney-client relationship, except as specifically authorized by the Firm. If Client believes it is necessary or appropriate to share privileged information with a third party — including, for example, Mr. Sato or other business advisors — Client should consult with the Firm in advance so that appropriate steps may be taken to preserve the privilege to the extent possible, such as through the use of common interest agreements or other protective measures.

The Firm will maintain the confidentiality of all information relating to Client's representation in accordance with the California Rules of Professional Conduct, Rule 1.6, and all other applicable rules and regulations governing the Firm's professional obligations.

11. Document Retention

Upon the conclusion of this matter, whether by settlement, judgment, dismissal, or otherwise, the Firm will retain physical and electronic files related to the engagement for a period of seven (7) years from the date the matter is formally closed in the Firm's records, in accordance with the Firm's standard document retention policy.

During the retention period, Client may request copies of or access to materials in the Firm's files at any time, subject to payment of reasonable copying and retrieval costs. At the expiration of the seven-year retention period, the Firm may destroy or dispose of the files, including physical documents, electronic files, and all copies thereof, without further notice to Client and without liability to Client for such destruction. If Client wishes to receive its files or any portion thereof prior to destruction, Client must submit a written request to the Firm before the expiration of the retention period.

Client is encouraged to maintain its own copies of all significant documents, correspondence, and other materials related to this matter throughout the course of the engagement.

12. Governing Law and Dispute Resolution

This engagement letter, and the relationship between the Firm and Client, shall be governed by and construed in accordance with the laws of the State of California, without regard to principles of conflicts of law.

In the event of any dispute, claim, or controversy arising out of or relating to this engagement letter, or the Firm's representation of Client hereunder — including, without limitation, disputes concerning fees, billing, scope of representation, or the quality of services rendered — such dispute shall be resolved by binding arbitration administered in Los Angeles, California, in accordance with the arbitration rules of JAMS or such other arbitration provider as the parties may mutually agree upon. The arbitration shall be conducted before a single neutral arbitrator who is a retired judge or an attorney experienced in legal malpractice and fee dispute matters. The arbitrator's decision shall be final and binding, and judgment upon the award may be entered in any court of competent jurisdiction.

By agreeing to arbitration, both the Firm and Client waive their respective rights to a jury trial with respect to any dispute arising from this engagement. Client acknowledges that this waiver is made knowingly and voluntarily.

Notwithstanding the foregoing, either party may seek temporary or preliminary injunctive relief from a court of competent jurisdiction to prevent irreparable harm pending the resolution of a dispute through arbitration.

We believe that this engagement letter accurately reflects the terms upon which Calderwood & Harkness LLP will represent you in connection with your copyright infringement claims against Crescendo Digital Media, Inc. We are enthusiastic about the opportunity to advocate on your behalf and are confident in the strength of your position.

Please indicate your acceptance of the terms set forth in this letter by signing in the space provided below and returning the enclosed duplicate original to the undersigned, together with your initial retainer in the amount of Twenty-Five Thousand Dollars ($25,000.00). Upon receipt of the signed engagement letter and retainer, we will promptly commence our work on your behalf.

If you have any questions regarding any provision of this letter, or if you would like to discuss any aspect of the engagement before signing, please do not hesitate to contact me at (213) 555-9218 or at ango@calderwoodharkness.com. We look forward to working with you.

Very truly yours,

CALDERWOOD & HARKNESS LLP

By: ________

Alan Ngo, Partner Intellectual Property Practice Group Direct: (213) 555-9218

Email: ango@calderwoodharkness.com

ACCEPTANCE AND AGREEMENT

I have read the foregoing engagement letter in its entirety. I understand and agree to the terms and conditions set forth herein, including the fee arrangement described in Section 3, the retainer requirement described in Section 5, and the arbitration provision described in Section 12. I confirm that I am authorized to execute this engagement letter on behalf of myself, individually, and on behalf of Flor de Luna Publishing, LLC and Mariposa Sound Recordings, LLC.

ACCEPTED AND AGREED:

________________________________________

Marguerite D. Fonseca Individually, and on behalf of Flor de Luna Publishing, LLC and Mariposa Sound Recordings, LLC

Date: ________

Enclosures: Duplicate original of this engagement letter for Client's records

cc: Marcus Delgado, Partner (via email) Christy Bauer, Associate (via email) Peter Vassiliev, Associate (via email)

Timekeeper	Reduced Rate	Standard Rate
Partners	$725.00 per hour	$950.00 per hour
Associates	$475.00 per hour	$625.00 per hour
Paralegals	$275.00 per hour	N/A

CALDERWOOD & HARKNESS LLP Attorneys at Law
777 South Figueroa Street, 34th Floor Los Angeles, California 90017
Telephone: (213) 555-9200 Facsimile: (213) 555-9201 www.calderwoodharkness.com
February 20, 2023
VIA HAND DELIVERY AND EMAIL
Ms. Marguerite D. Fonseca 4827 Laurelgrove Avenue Studio City, CA 91604
Re: Engagement of Calderwood & Harkness LLP — Copyright Infringement Claim Against Crescendo Digital Media, Inc. Our Matter No.: 1035-00003
Dear Ms. Fonseca:
Thank you for selecting Calderwood & Harkness LLP ("the Firm" or "Calderwood & Harkness") to represent you in connection with your claims of copyright infringement against Crescendo Digital Media, Inc., a Delaware corporation ("Crescendo"), arising from Crescendo's unauthorized use of musical compositions and master sound recordings from your catalog. We are pleased to have the opportunity to serve as your counsel in this matter, and we are confident that our experience in intellectual property litigation and music industry disputes will be of significant benefit to you.
The purpose of this letter is to set forth the terms and conditions of our engagement, including the scope of our representation, the members of the team assigned to your matter, the fee arrangement, and other important terms. We ask that you review this letter carefully and, if you agree with the terms set forth herein, execute and return the enclosed copy along with the initial retainer described in Section 5 below. Should you have any questions about any aspect of this letter, please do not hesitate to contact me directly.
The terms of our engagement are as follows:
1. Scope of Engagement
The Firm will represent you, Marguerite D. Fonseca, and, as applicable, your wholly-owned entities Flor de Luna Publishing, LLC, a California single-member limited liability company ("FDL Publishing"), and Mariposa Sound Recordings, LLC, a California single-member limited liability company ("Mariposa Sound"). For purposes of this engagement letter, you individually and FDL Publishing and Mariposa Sound are referred to collectively as "Client."
The Firm is engaged to assert and prosecute claims of copyright infringement under Title 17 of the United States Code against Crescendo Digital Media, Inc., including all of its subsidiaries, affiliates, officers, directors, employees, and agents, as the facts and circumstances may warrant. The scope of this engagement includes, without limitation, the following activities:
(a) Pre-Litigation Demand and Negotiation. The Firm will conduct a thorough investigation and analysis of Client's copyright ownership, registrations, and licensing history, and will prepare and transmit a pre-litigation demand to Crescendo and its counsel. The Firm will engage in good-faith negotiation in an effort to resolve Client's claims without the need for formal litigation, if possible and if consistent with Client's interests.
(b) Filing and Prosecution of a Federal Lawsuit. If pre-litigation efforts do not result in a satisfactory resolution, the Firm will prepare and file a federal complaint in the United States District Court for the Central District of California on Client's behalf, asserting all viable claims of copyright infringement under the Copyright Act, and will prosecute such action through all phases of litigation, including discovery, motion practice, pre-trial preparation, and trial, as necessary.
(c) discovery. The Firm will manage all aspects of the discovery process, including the preparation and service of interrogatories, requests for production of documents, and requests for admission; the taking and defending of depositions; the review and analysis of documents and data produced by Crescendo; and the preparation of responses to discovery requests served by Crescendo.
(d) Motion Practice and Trial. The Firm will prepare and argue all pre-trial and trial motions, including motions to dismiss, motions for summary judgment, motions in limine, and any other motions the Firm deems necessary or advisable in furtherance of Client's claims. If the matter proceeds to trial, the Firm will prepare for and conduct trial on Client's behalf.
(e) Expert Witnesses. The Firm will identify, retain, and coordinate with expert witnesses as needed, including, without limitation, forensic accounting experts and royalty audit specialists, to support Client's claims for damages and to rebut any expert testimony offered by Crescendo.
(f) Alternative Dispute Resolution. The Firm will represent Client in any mediation, early neutral evaluation, or other alternative dispute resolution proceedings that may be ordered by the Court or agreed upon by the parties.
(g) Settlement Negotiations and Documentation. The Firm will negotiate on Client's behalf with Crescendo and its counsel regarding the terms of any potential settlement and, if a settlement is reached, will prepare or review all settlement agreements, releases, and related documentation.
The engagement specifically encompasses claims related to the unauthorized use of forty-seven (47) registered musical compositions held through FDL Publishing (U.S. Copyright Office Registration Nos. PA 1-742-891 through PA 2-318-406) and thirty-two (32) registered sound recordings held through Mariposa Sound (U.S. Copyright Office Registration Nos. SR 0-891-220 through SR 1-104-773). The Firm's investigation to date indicates that Crescendo has continued to exploit these works commercially without authorization following the expiration of the blanket license previously granted by Peregrine Music Group, and the Firm will pursue all available remedies under applicable law.
Exclusion. This engagement does not extend to unrelated legal matters, disputes with parties other than Crescendo Digital Media, Inc. (unless such parties are properly joined or implicated in the claims described herein), or any other intellectual property matters, including but not limited to trademark, patent, trade secret, or right of publicity matters, unless the Firm and Client separately agree in writing to expand the scope of this engagement. If other legal needs arise during the course of this engagement, the Firm would be pleased to discuss whether it may be of assistance, but any such additional representation would require a separate written agreement.
2. Engagement Team
The following attorneys have been assigned to this matter and will be principally responsible for the Firm's work on Client's behalf:
Responsible Partner — Alan Ngo. Mr. Ngo is a Partner in the Firm's intellectual Property practice group. He has over twenty-two (22) years of experience in complex copyright litigation and music industry disputes, including federal jury trials, appeals, and high-value settlements involving major record labels, publishers, and digital distribution platforms. Mr. Ngo will supervise all aspects of the engagement and serve as the primary relationship partner for this matter. He will be personally involved in strategic decision-making, key negotiations, significant court appearances, and trial preparation.
Billing Partner — Marcus Delgado. Mr. Delgado is a Partner in the Firm's intellectual Property practice group. He will manage client billing, engagement economics, and budgetary matters in connection with this engagement. Mr. Delgado will also be available to provide substantive legal support as needed, drawing on his extensive experience in intellectual property enforcement and commercial litigation.
Lead Associate — Christy Bauer. Ms. Bauer is an Associate in the Firm's intellectual Property practice group with seven (7) years of experience in copyright litigation, licensing disputes, and music law. She will serve as the primary drafter of all pleadings, motions, and correspondence, and will play a central role in developing and executing case strategy. Ms. Bauer will also be responsible for coordinating discovery efforts and managing day-to-day communications with opposing counsel.
Working Associate — Peter Vassiliev. Mr. Vassiliev is an Associate in the Firm's intellectual Property practice group with three (3) years of experience. He will provide legal research, discovery support, and damages analysis, including coordination with forensic accounting and royalty audit experts. Mr. Vassiliev will also assist in the preparation of briefs, expert reports, and trial exhibits.
In addition to the attorneys identified above, other attorneys and professional staff, including paralegals, litigation support specialists, and contract attorneys, may be assigned to the matter from time to time as needed to ensure the efficient and effective handling of Client's case. The Firm will endeavor to maintain continuity in the engagement team throughout the course of the representation; however, staffing adjustments may be made in the Firm's discretion to reflect changes in workload, scheduling, or the particular needs of the matter at various stages of the engagement.
3. Fee Arrangement
Given the strength of Client's claims based on the information currently available and the nature of the dispute, the Firm proposes a hybrid fee arrangement that combines reduced hourly rates with a contingency component. The details of this arrangement are set forth below.
(a) Reduced Hourly Rates
The Firm will bill for its services at the following reduced hourly rates:
The reduced hourly rates set forth above reflect the Firm's confidence in the merits of Client's claims and its recognition of the contingency component described in Section 3(b) below. The Firm's standard hourly rates are subject to periodic adjustment, typically on an annual basis; however, the reduced rates applicable to this engagement will not be increased during the first twelve (12) months following the date of this letter. Thereafter, the Firm reserves the right to adjust the reduced hourly rates upon thirty (30) days' written notice to Client, provided that any such adjustment shall be proportionate to any increase in the Firm's standard rates and shall not exceed five percent (5%) per annum.
Time is recorded and billed in increments of one-tenth (0.1) of an hour (i.e., six-minute increments). The Firm will exercise reasonable judgment in recording time to ensure that charges accurately reflect the work performed.
(b) Contingency Component
In addition to the reduced hourly fees described in Section 3(a), the Firm will receive a contingency fee equal to ten percent (10%) of the gross amount of any settlement, judgment, or other recovery obtained in the matter on Client's behalf.
For purposes of this provision, "gross amount" means the total monetary consideration recovered by or on behalf of Client in connection with the claims described in Section 1, whether such recovery is denominated as compensatory damages, statutory damages, back-royalties, disgorgement of profits, attorneys' fees awarded or reimbursed by Crescendo or by the Court, interest, penalties, or otherwise. The gross amount includes, without limitation, the value of any monetary payments, credits, or advances received by Client as part of a settlement, regardless of the form or timing of such payments.
The contingency fee described in this Section 3(b) is payable in addition to, and not in lieu of, the reduced hourly fees described in Section 3(a). The contingency fee shall become earned and payable upon the receipt by Client of any portion of the recovery. If recovery is received in installments, the contingency fee attributable to each installment shall be payable upon receipt of that installment.
For the avoidance of doubt, if the matter is resolved without any monetary recovery to Client — for example, through dismissal or an unfavorable judgment — no contingency fee will be owed. However, Client will remain responsible for payment of all reduced hourly fees, costs, and expenses incurred through the date of such resolution.
(c) Costs and Expenses
Client will be responsible for all out-of-pocket costs and expenses reasonably incurred by the Firm in connection with this engagement. Such costs and expenses may include, without limitation, the following:
•  Court filing fees and service of process charges;
•  Expert witness fees and expenses, including fees for forensic accounting experts, royalty audit specialists, musicologists, and other consulting or testifying experts;
•  Mediation and arbitration fees, including mediator and arbitrator compensation;
•  Deposition costs, including court reporter fees, videographer fees, and transcript charges;
•  Travel expenses, including airfare, lodging, ground transportation, and meals, incurred in connection with depositions, hearings, mediations, or other case-related activities;
•  Photocopying, printing, and document reproduction charges;
•  Messenger and courier charges, including overnight and express delivery services;
•  Database and electronic research charges (e.g., Westmark Data Systems, PACER, Copyright Office searches);
•  Costs associated with document management and e-discovery platforms; and
•  Any other reasonable out-of-pocket disbursements incurred in furtherance of the engagement.
The Firm will seek Client's prior written or verbal approval before incurring any single cost or expense in excess of Five Thousand Dollars ($5,000.00). The Firm will use reasonable efforts to provide Client with advance estimates of significant anticipated costs, such as expert witness fees, whenever practicable.
Costs and expenses are the obligation of Client regardless of the outcome of the matter. The Firm will advance costs and expenses on Client's behalf as they are incurred and will include such amounts in its monthly invoices for reimbursement.
4. Billing
The Firm will submit monthly invoices to Client detailing the professional services rendered and the costs and expenses incurred during the preceding calendar month. Each invoice will be itemized by timekeeper and will include a description of the services performed, the date on which such services were performed, the time expended (in tenths of an hour), and the applicable billing rate. Costs and expenses will be itemized separately with a description of each disbursement.
Payment of each invoice is due within thirty (30) days of the date of the invoice. Payments should be remitted by check payable to "Calderwood & Harkness LLP" or by wire transfer to the Firm's operating account, the details of which will be provided upon request. The Firm may also accept payment by ACH transfer.
The Firm reserves the right to charge interest on any amounts that remain unpaid more than thirty (30) days after the invoice date. Interest will accrue at the rate of one percent (1.0%) per month (twelve percent (12.0%) per annum) on the outstanding balance, calculated from the date the payment was due until the date payment is received. In addition, if Client's account becomes materially delinquent, the Firm reserves the right to suspend work on the matter until the account is brought current, subject to applicable rules of professional conduct and any obligations imposed by the Court.
Client is encouraged to review each invoice promptly upon receipt and to raise any questions or concerns regarding billing within thirty (30) days of the invoice date. The Firm is committed to transparency in its billing practices and welcomes Client's inquiries regarding any aspect of its fees, costs, or billing procedures.
5. Retainer
Upon execution of this engagement letter, Client agrees to provide an initial retainer in the amount of Twenty-Five Thousand Dollars ($25,000.00). The retainer shall be submitted by check payable to "Calderwood & Harkness LLP Client Trust Account" or by wire transfer to the Firm's client trust account (IOLTA), the details of which will be provided separately.
The retainer will be deposited into and held in the Firm's Interest on Lawyers' Trust Account (IOLTA) in accordance with California Business and Professions Code Section 6211 and the California Rules of Professional Conduct. The retainer will remain the property of Client until earned by the Firm through the rendition of services or the incurrence of costs.
The retainer will be applied against the final billings in the matter. The Firm will not draw against the retainer to satisfy interim monthly invoices unless Client expressly authorizes such application in writing or unless Client's account becomes materially delinquent. If the retainer is exhausted during the course of the engagement, the Firm may request that Client replenish the retainer to its original amount or to such other amount as the parties may agree is appropriate given the anticipated scope of the remaining work.
Any unused portion of the retainer will be refunded to Client promptly upon the conclusion of the engagement, following application of the retainer to any outstanding fees, costs, or expenses owed to the Firm.
6. Communication and Decision-Making
The Firm recognizes the importance of maintaining clear and timely communication with Client throughout the course of this engagement. The Firm will keep Client reasonably informed of the progress and status of the matter, including all significant developments, deadlines, and strategic considerations. The Firm will provide periodic status updates by telephone, email, or written correspondence, and will be available for conferences at Client's reasonable request.
All significant strategic decisions in connection with this engagement — including, without limitation, the decision to file a lawsuit, the formulation of settlement positions and demands, the acceptance or rejection of settlement offers, the selection and retention of expert witnesses, and the pursuit or abandonment of particular claims or defenses — will be made only with Client's prior informed consent. The Firm will provide Client with its professional assessment and recommendations regarding such decisions, but the ultimate authority to make these decisions rests with Client.
Client designates Marguerite D. Fonseca as the primary contact for all communications in connection with this engagement. Unless Client instructs otherwise in writing, all substantive communications, including case updates, strategic recommendations, and requests for authorization, will be directed to Ms. Fonseca at the address, telephone number, and email address on file with the Firm.
In addition, Client expressly authorizes the Firm to communicate with Raymond O. Sato, President of Thornfield Music Administration, Inc. (Client's catalog administrator, located at 6363 Wilshire Boulevard, Suite 410, Los Angeles, CA 90048), regarding matters related to this engagement, including the exchange of information concerning copyright registrations, licensing history, royalty records, and other documentation relevant to Client's claims. Mr. Sato's involvement is at Client's direction, and Client acknowledges that communications with Mr. Sato may not be protected by the attorney-client privilege to the same extent as direct communications between Client and the Firm.
7. Termination
Either party may terminate this engagement at any time upon thirty (30) days' prior written notice to the other party. The Firm's right to withdraw from the engagement is subject to the applicable rules of professional conduct, including the California Rules of Professional Conduct, Rule 1.16, and, if the matter is then pending before a court, to any requirement for court approval of the Firm's withdrawal as counsel of record. The Firm will not seek to withdraw at a time or in a manner that would materially prejudice Client's interests, except as permitted or required by applicable rules of professional conduct.
Upon termination of this engagement, whether by Client or by the Firm, Client remains responsible for the payment of all fees, costs, and expenses incurred through the effective date of termination. This obligation includes payment for all professional services rendered at the reduced hourly rates set forth in Section 3(a), reimbursement of all costs and expenses advanced by the Firm on Client's behalf, and payment of any earned contingency fee under Section 3(b) on recoveries obtained prior to the effective date of termination. If termination occurs after a settlement offer has been communicated or a judgment has been entered but before the recovery has been received, the contingency fee shall remain payable on the gross amount of such recovery upon its receipt.
Upon termination, the Firm will promptly return all of Client's files, documents, and property, and will cooperate in the orderly transition of the matter to successor counsel, if any. The Firm will retain copies of its own work product and internal files in accordance with its document retention policy described in Section 11 below.
8. Conflicts of Interest
Prior to accepting this engagement, the Firm conducted a comprehensive conflicts check with respect to all known parties, including Crescendo Digital Media, Inc., its Chief Executive Officer Nikolai R. Sorensen, its General Counsel Priya Chandrasekaran, and its known outside counsel, Hargrove, Pennington & Cao LLP. Based on this review, no conflicts of interest have been identified that would preclude the Firm from undertaking this engagement or that would require the informed written consent of any party.
Client acknowledges that Calderwood & Harkness LLP is a full-service law firm with offices in multiple jurisdictions and that the Firm represents numerous clients across a range industries and practice areas. Client understands and agrees that the Firm's representation of Client in this matter does not preclude the Firm from representing other clients in matters unrelated to this engagement, even if such other clients may have interests adverse to Client in those unrelated matters. Nothing in this engagement letter shall be construed to create a general restriction on the Firm's ability to accept or continue other client engagements, provided that such engagements do not give rise to a conflict of interest with respect to this matter.
If a conflict of interest arises during the course of this engagement, the Firm will promptly notify Client and take appropriate steps to address the conflict in accordance with applicable rules of professional conduct, including, if appropriate, seeking Client's informed written consent to continue the representation or, if the conflict cannot be resolved, withdrawing from the engagement in accordance with Section 7 above.
9. No Guarantee of Outcome
While the Firm believes that Client's claims against Crescendo are strong based on the information currently available to the Firm — including, among other things, Client's well-documented ownership of two hundred fourteen (214) registered musical compositions and one hundred eighty-eight (188) registered sound recordings, the undisputed expiration of the Peregrine Music Group blanket license on December 31, 2018, and substantial evidence indicating Crescendo's continued unauthorized commercial exploitation of forty-seven (47) compositions and thirty-two (32) master recordings over a period of approximately four (4) years — the Firm cannot and does not guarantee any particular result or outcome in this matter.
Litigation inherently involves risks and uncertainties that are beyond the control of any party or attorney. The ultimate outcome of this matter will depend on numerous factors, including judicial decisions on questions of law and fact, the conduct and litigation strategy of the opposing party, the evidence developed in discovery, the credibility and persuasiveness of witnesses, the effectiveness of expert testimony, and the composition and predispositions of any jury or trier of fact. Additionally, the enforceability and collectability of any judgment obtained may depend on factors beyond the scope of this engagement, including Crescendo's financial condition and resources.
The Firm will at all times exercise its professional judgment and best efforts to achieve a favorable outcome for Client, but Client acknowledges that no attorney can guarantee the outcome of any legal proceeding, and Client's decision to engage the Firm should not be based on any expectation of a particular result.
10. Confidentiality and Privilege
All communications between Client and the Firm in connection with this engagement, whether oral or written, are intended to be confidential and are protected by the attorney-client privilege to the fullest extent permitted by applicable law. Similarly, all work product prepared by the Firm in connection with this engagement — including legal memoranda, research, analysis, drafts of pleadings and correspondence, case assessments, and internal communications among members of the engagement team — is protected by the attorney work product doctrine.
Client should be aware that the attorney-client privilege can be waived if privileged communications are disclosed to third parties who are not within the scope of the privilege. Client is therefore advised not to share the substance of communications with the Firm, or copies of documents prepared by the Firm, with individuals or entities outside the attorney-client relationship, except as specifically authorized by the Firm. If Client believes it is necessary or appropriate to share privileged information with a third party — including, for example, Mr. Sato or other business advisors — Client should consult with the Firm in advance so that appropriate steps may be taken to preserve the privilege to the extent possible, such as through the use of common interest agreements or other protective measures.
The Firm will maintain the confidentiality of all information relating to Client's representation in accordance with the California Rules of Professional Conduct, Rule 1.6, and all other applicable rules and regulations governing the Firm's professional obligations.
11. Document Retention
Upon the conclusion of this matter, whether by settlement, judgment, dismissal, or otherwise, the Firm will retain physical and electronic files related to the engagement for a period of seven (7) years from the date the matter is formally closed in the Firm's records, in accordance with the Firm's standard document retention policy.
During the retention period, Client may request copies of or access to materials in the Firm's files at any time, subject to payment of reasonable copying and retrieval costs. At the expiration of the seven-year retention period, the Firm may destroy or dispose of the files, including physical documents, electronic files, and all copies thereof, without further notice to Client and without liability to Client for such destruction. If Client wishes to receive its files or any portion thereof prior to destruction, Client must submit a written request to the Firm before the expiration of the retention period.
Client is encouraged to maintain its own copies of all significant documents, correspondence, and other materials related to this matter throughout the course of the engagement.
12. Governing Law and Dispute Resolution
This engagement letter, and the relationship between the Firm and Client, shall be governed by and construed in accordance with the laws of the State of California, without regard to principles of conflicts of law.
In the event of any dispute, claim, or controversy arising out of or relating to this engagement letter, or the Firm's representation of Client hereunder — including, without limitation, disputes concerning fees, billing, scope of representation, or the quality of services rendered — such dispute shall be resolved by binding arbitration administered in Los Angeles, California, in accordance with the arbitration rules of JAMS or such other arbitration provider as the parties may mutually agree upon. The arbitration shall be conducted before a single neutral arbitrator who is a retired judge or an attorney experienced in legal malpractice and fee dispute matters. The arbitrator's decision shall be final and binding, and judgment upon the award may be entered in any court of competent jurisdiction.
By agreeing to arbitration, both the Firm and Client waive their respective rights to a jury trial with respect to any dispute arising from this engagement. Client acknowledges that this waiver is made knowingly and voluntarily.
Notwithstanding the foregoing, either party may seek temporary or preliminary injunctive relief from a court of competent jurisdiction to prevent irreparable harm pending the resolution of a dispute through arbitration.
We believe that this engagement letter accurately reflects the terms upon which Calderwood & Harkness LLP will represent you in connection with your copyright infringement claims against Crescendo Digital Media, Inc. We are enthusiastic about the opportunity to advocate on your behalf and are confident in the strength of your position.
Please indicate your acceptance of the terms set forth in this letter by signing in the space provided below and returning the enclosed duplicate original to the undersigned, together with your initial retainer in the amount of Twenty-Five Thousand Dollars ($25,000.00). Upon receipt of the signed engagement letter and retainer, we will promptly commence our work on your behalf.
If you have any questions regarding any provision of this letter, or if you would like to discuss any aspect of the engagement before signing, please do not hesitate to contact me at (213) 555-9218 or at ango@calderwoodharkness.com. We look forward to working with you.
Very truly yours,
CALDERWOOD & HARKNESS LLP
CALDERWOOD & HARKNESS LLP
By: ________
Alan Ngo, Partner Intellectual Property Practice Group Direct: (213) 555-9218
Email: ango@calderwoodharkness.com
ACCEPTANCE AND AGREEMENT
I have read the foregoing engagement letter in its entirety. I understand and agree to the terms and conditions set forth herein, including the fee arrangement described in Section 3, the retainer requirement described in Section 5, and the arbitration provision described in Section 12. I confirm that I am authorized to execute this engagement letter on behalf of myself, individually, and on behalf of Flor de Luna Publishing, LLC and Mariposa Sound Recordings, LLC.
ACCEPTED AND AGREED:
________________________________________
Marguerite D. Fonseca Individually, and on behalf of Flor de Luna Publishing, LLC and Mariposa Sound Recordings, LLC
Date: ________
Enclosures: Duplicate original of this engagement letter for Client's records
cc: Marcus Delgado, Partner (via email) Christy Bauer, Associate (via email) Peter Vassiliev, Associate (via email)
Timekeeper | Reduced Rate | Standard Rate
Partners | $725.00 per hour | $950.00 per hour
Associates | $475.00 per hour | $625.00 per hour
Paralegals | $275.00 per hour | N/A

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