engagement-letter.docx

1035-00004 · Client 1035 · Engagement

engagement-letter.docx DOCUMENT Litigation

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CALDERWOOD & HARKNESS LLP 725 South Flower Street, Suite 4200 Los Angeles, California 90017 Telephone: (213) 555-8200 Facsimile: (213) 555-8201

October 10, 2022

VIA EMAIL AND U.S. MAIL

Ms. Marguerite D. Fonseca 2817 Cheremoya Avenue Los Angeles, CA 90068

Re: Engagement of Calderwood & Harkness LLP — Partnership Accounting Dispute: Coastal Meridian Productions LLP Our Matter No.: 1035-00004

Dear Ms. Fonseca:

Thank you for selecting Calderwood & Harkness LLP ("the Firm" or "Calderwood & Harkness") to represent you in connection with the matter described herein. We are pleased that you have chosen to entrust us with this representation, and we are committed to providing you with diligent, competent, and professional legal services throughout the course of this engagement.

The purpose of this letter is to set forth the terms and conditions under which the Firm will represent you. Specifically, you have asked us to represent you in connection with claims against Desmond R. Rennick ("Rennick") arising from his management of the financial affairs of Coastal Meridian Productions LLP ("CMP"), a California limited liability partnership, Employer Identification Number 83-2197644. Based on the information you have provided to date and our preliminary review of the relevant documents, the claims to be asserted include, without limitation, breach of fiduciary duty, breach of the CMP Partnership Agreement dated March 8, 2017, as amended on January 15, 2019 (the "Partnership Agreement"), and misapplication of partnership funds. We will refer to the foregoing claims and all matters reasonably related thereto collectively as the "Matter."

This engagement letter is intended to memorialize the terms of our professional relationship and to ensure that we have a mutual understanding of the scope, fees, and other conditions applicable to our representation. We ask that you review this letter carefully and, if you agree with its terms, sign and return the enclosed copy to our office together with the initial retainer described in Section 3 below.

1. SCOPE OF ENGAGEMENT

The Firm will provide legal services in connection with the Matter. The scope of our engagement includes the following categories of legal work, as may be necessary or appropriate in our professional judgment and in consultation with you:

(a) Investigation and Analysis of Partnership Accounting Records. The Firm will investigate and analyze the partnership accounting records of CMP, including a thorough review of all financial transactions between CMP and Rennick Slate Ventures LLC ("RSV"), Employer Identification Number 84-3056178, a California limited liability company wholly owned by Desmond R. Rennick. This review will encompass, among other things, an examination of capital contributions, distributions, management fee payments, expense reimbursements, intercompany transfers, and any other financial dealings between CMP and RSV during the relevant period.

(b) Coordination with Forensic Accounting Consultants. The Firm will coordinate with the forensic accounting consultants separately retained by you, as more particularly described in Section 5 below, to integrate their findings into the legal strategy for the Matter and to ensure that the forensic review is conducted in a manner that supports the legal theories and claims to be advanced on your behalf.

(c) Pre-Litigation Demand and Negotiation. Prior to the initiation of formal legal proceedings, the Firm will prepare and deliver an appropriate demand to Mr. Rennick and/or his counsel, setting forth the nature and basis of your claims and seeking a resolution of the dispute on terms acceptable to you. The Firm will engage in good-faith negotiation to the extent that a pre-litigation resolution appears feasible and in your best interest.

(d) Prosecution of Litigation. If pre-litigation efforts do not result in a satisfactory resolution, the Firm will, upon your authorization, prosecute litigation on your behalf in the Superior Court of California, County of Los Angeles. This includes the preparation, filing, and service of all pleadings, motions, and other papers; the conduct of discovery, including written discovery, depositions, and subpoenas to third parties; preparation for and participation in hearings; and trial, if necessary.

(e) Mediation and Alternative Dispute Resolution. The Firm will represent you in any mediation or other alternative dispute resolution proceedings that may be agreed upon by the parties, ordered by the court, or otherwise required under the Partnership Agreement or applicable law.

(f) Settlement Negotiations. Throughout the course of the engagement, the Firm will evaluate settlement opportunities and, with your prior approval, engage in negotiations aimed at achieving a resolution of the Matter on terms that are favorable to you.

(g) Documentation of Settlement or Restructured Arrangements. In the event that a settlement or restructured economic arrangement is reached, the Firm will prepare or review all documentation necessary to effectuate such resolution, including, without limitation, any restated distribution waterfall, amendments to the Partnership Agreement, release agreements, or other transactional documents.

Exclusions from Scope. This engagement does not include the provision of tax advice or tax planning services, the preparation or review of any regulatory filings, representation in any legal proceeding other than the Matter as described above, or advice regarding CMP's revolving credit facility with Ridgeline Commercial Bank or any other banking or lending arrangement, unless the Firm and you separately agree in writing to expand the scope of this engagement to encompass such additional matters. If, during the course of our representation, issues arise that fall outside the scope described above, we will promptly advise you and discuss whether an expansion of the engagement or a referral to other counsel is appropriate.

2. ENGAGEMENT TEAM

The Firm has assembled an experienced team of attorneys to handle the Matter. The engagement team and their current hourly billing rates are as follows:

In addition to the attorneys listed above, paralegal professionals may be assigned to assist with the Matter at hourly rates ranging from $275.00 to $350.00, depending on the experience and seniority of the paralegal involved. Paralegal work will include, among other things, document management, cite-checking, filing coordination, and other tasks appropriate to their training and qualifications.

The Firm reserves the right to assign additional attorneys to the Matter as the needs of the engagement may require, including attorneys from specialized practice groups such as our Real Estate, Corporate, or Tax departments, should issues within those disciplines arise. Any additional attorneys will be billed at the Firm's prevailing hourly rates for such personnel. The Firm will provide you with prior notice of the assignment of any additional attorneys and their applicable billing rates.

All hourly rates set forth in this letter are the Firm's current rates as of the date of this engagement. The Firm adjusts its standard hourly rates on an annual basis, typically effective on or about January 1 of each year. You will be given advance written notice of any rate adjustment before the new rates are applied to your invoices. Rate adjustments will apply prospectively only and will not affect amounts previously billed.

3. RETAINER

Upon execution of this letter, you agree to provide the Firm with an initial retainer in the amount of Seventy-Five Thousand Dollars ($75,000.00). The retainer should be made payable to "Calderwood & Harkness LLP Client Trust Account" and delivered to the Firm at the address set forth in the letterhead above, or by wire transfer to the Firm's Interest on Lawyers' Trust Account (IOLTA) maintained at Severin Financial, the details of which will be provided separately upon request.

The retainer will be deposited into the Firm's client trust account and held in accordance with the California Rules of Professional Conduct and the rules governing IOLTA accounts in the State of California. The retainer will be applied against invoices for fees and costs as they are rendered. When the balance of the retainer falls below Fifteen Thousand Dollars ($15,000.00), the Firm will request that you replenish the retainer to the original amount of $75,000.00, or to such other amount as the Firm may reasonably determine in light of anticipated work on the Matter. We will endeavor to provide you with reasonable advance notice of any replenishment request.

Upon the conclusion of the engagement, whether by completion, settlement, termination, or otherwise, any unused portion of the retainer remaining in the client trust account after all outstanding fees and costs have been satisfied will be promptly refunded to you.

4. BILLING AND PAYMENT

The Firm will render monthly invoices to you detailing the professional services performed and disbursements incurred during the preceding billing period. Each invoice will include the date of service, a description of the services rendered, the identity of the attorney or paralegal performing the work, the time expended, and the amount charged. Disbursements will be itemized separately.

Payment of each invoice is due within thirty (30) days of the date of the invoice. Payments should be made payable to "Calderwood & Harkness LLP" and directed to the Firm's operating account at the address set forth in the letterhead of this letter, or by such other method as may be indicated on the invoice.

Disbursements and out-of-pocket costs incurred by the Firm in connection with the Matter will be billed to you at cost. Such disbursements may include, but are not limited to, court filing fees, process service fees, court reporter and transcript fees, expert consultant fees (to the extent directly retained by the Firm with your prior approval), travel expenses (including airfare, lodging, ground transportation, and meals), messenger and delivery service charges, long-distance telephone charges, photocopying and scanning charges, electronic research charges, and postage. The Firm does not mark up or add a surcharge to any disbursement.

In the event that any invoice is not paid within thirty (30) days of its date, interest will accrue on the outstanding balance at the rate of one and one-half percent (1.5%) per month, or the maximum rate permitted by applicable law, whichever is less, from the date such payment was due until the date of actual payment. The Firm reserves the right to apply any payments received first to accrued interest and then to the oldest outstanding invoices.

You have the right to question or contest any charge on any invoice. We encourage you to contact us promptly if you have any questions or concerns regarding any invoice. Any dispute regarding a specific charge should be raised within thirty (30) days of receipt of the invoice containing such charge. The Firm will work with you in good faith to resolve any billing disputes that may arise.

5. THIRD-PARTY CONSULTANTS

We understand that you have separately retained Tillerman Forensic Advisory LLC ("Tillerman") to conduct a forensic review and analysis of CMP's books and records. Tillerman's principal is Greta Sørensen, CPA, CFF, and its offices are located at 350 South Grand Avenue, Suite 1480, Los Angeles, California 90071. We are familiar with Tillerman's reputation and capabilities and believe that their involvement will be valuable to the prosecution of the Matter.

The Firm will coordinate closely with Tillerman and will direct their work as necessary in connection with the Matter to ensure that the forensic review is conducted in a manner consistent with the legal strategy and the evidentiary requirements of any potential litigation. To the extent permissible and appropriate, we will endeavor to structure our communications with Tillerman so as to preserve the protections of the attorney-client privilege and the attorney work-product doctrine.

Tillerman's fees and expenses are your direct obligation. Unless otherwise agreed in writing between you and the Firm, Tillerman's charges will not be included in the Firm's invoices, and you will be responsible for making payment directly to Tillerman in accordance with the terms of your separate engagement with that firm.

If, during the course of this engagement, additional experts or consultants are needed — for example, business valuation experts, industry consultants, or damages experts — the Firm will identify suitable candidates and present recommendations to you for your consideration. The Firm will not retain any additional expert or consultant on your behalf, or authorize any expenditure in connection with such retention, without first obtaining your prior written or oral approval, which the Firm will confirm in writing.

6. CONFLICTS OF INTEREST

Prior to accepting this engagement, the Firm conducted a thorough conflicts review in accordance with the California Rules of Professional Conduct, including Rules 1.7 (Conflict of Interest: Current Clients) and 1.9 (Duties to Former Clients). Based on that review, no conflicts of interest have been identified that would preclude the Firm from undertaking this engagement.

Specifically, the Firm does not currently represent, and has not previously represented, Desmond R. Rennick, Rennick Slate Ventures LLC, Coastal Meridian Productions LLP, Ridgeline Commercial Bank, Clearfield & Moss CPAs (which we understand serves or has served as CMP's outside accountants), or any other party whose interests are adverse to yours in connection with the Matter.

You acknowledge and agree that the Firm is a large, full-service law firm that represents a range clients in numerous industries, including the entertainment industry. The Firm may currently represent, or may in the future be engaged to represent, other clients in matters unrelated to the Matter, including clients who may be in the entertainment industry or may have some business relationship with CMP, Rennick, or other parties involved in this dispute. You consent to the Firm's representation of such other clients in unrelated matters, provided that no conflict of interest arises with respect to this Matter. If a conflict or potential conflict arises during the course of this engagement, the Firm will promptly notify you and discuss appropriate steps, which may include seeking a waiver or, if necessary, withdrawing from the engagement as described in Section 9 below.

7. CONFIDENTIALITY AND PRIVILEGE

All communications between you and the Firm relating to the Matter are protected by the attorney-client privilege and the attorney work-product doctrine to the fullest extent permitted by applicable law. These protections are fundamental to the attorney-client relationship and are essential to ensuring that you can communicate with us candidly and completely.

The Firm will maintain the confidentiality of all information you provide to us in connection with the Matter, including documents, financial records, communications, and other materials, in strict accordance with the California Rules of Professional Conduct and all applicable ethical rules and legal requirements. The Firm will not disclose any confidential information to any third party without your prior consent, except as may be required by law, court order, or the ethical obligations of the attorneys involved.

To assist us in maintaining appropriate protections, we ask that you clearly mark or identify any documents or materials that contain particularly sensitive business, financial, or personal information. In addition, we recommend that communications regarding the Matter be directed to the attorneys identified in Section 8 below and not shared with third parties outside the scope of the attorney-client relationship, to avoid any inadvertent waiver of privilege.

8. COMMUNICATION

Samuel Eklund will serve as the Responsible Partner for this engagement. In that capacity, Mr. Eklund will have overall supervisory responsibility for the Firm's representation of you in the Matter, including responsibility for ensuring that the engagement is staffed appropriately and that the legal strategy is sound and consistent with your objectives.

Jeffrey Park will serve as your primary day-to-day contact at the Firm. Mr. Park will be responsible for the routine management of the Matter, including coordinating with Tillerman, managing discovery, preparing correspondence and filings, and communicating with opposing counsel. You should feel free to contact Mr. Park directly at any time with questions, concerns, or updates regarding the Matter. Mr. Park can be reached at (213) 555-8224 or by email at jpark@calderwoodharkness.com.

The Firm will keep you reasonably informed of all material developments in the Matter and will consult with you before making any significant strategic decisions. In particular, the Firm will seek your express approval before taking any of the following actions:

• Filing litigation or any other legal proceeding on your behalf;

• Accepting or rejecting any settlement offer or proposal;

• Retaining any additional expert, consultant, or other professional;

• Agreeing to any stipulation or court order that materially affects your rights; and

• Incurring any single disbursement or cost in excess of $5,000.00.

For your part, you agree to cooperate fully with the Firm in connection with the Matter, to respond to reasonable requests for information and documents in a timely manner, and to keep the Firm informed of any developments that may be relevant to the Matter, including any direct or indirect communications with Rennick, RSV, or their representatives. Open and prompt communication between you and the Firm is essential to the effective prosecution of your claims.

9. TERMINATION

Either you or the Firm may terminate this engagement at any time upon written notice to the other party. You have the absolute right to discharge the Firm at any time, with or without cause.

The Firm's right to withdraw from the engagement is subject to the requirements of the California Rules of Professional Conduct, Rule 1.16, and any applicable court rules or orders. In the event that litigation has been commenced, the Firm may be required to obtain the court's permission before withdrawing as counsel of record. The Firm will not withdraw at a time or in a manner that would materially prejudice your interests, except as may be required or permitted by applicable ethical rules.

Upon termination of the engagement, whether by you or the Firm, you will be responsible for the payment of all fees for professional services rendered and all costs and disbursements incurred through the date of termination. Any retainer balance remaining after the satisfaction of all outstanding obligations will be refunded to you in accordance with Section 3 above.

Following termination, the Firm will provide reasonable cooperation in transitioning the Matter to successor counsel of your choosing, including the prompt transfer of your file, documents, and work product to the extent required by applicable ethical rules and law. The Firm reserves the right to retain copies of file materials for its own records, subject to its ongoing confidentiality obligations.

10. LIMITATION OF LIABILITY

To the fullest extent permitted by applicable law, the Firm's aggregate liability to you for any and all claims, losses, damages, or expenses arising out of or relating to this engagement, including but not limited to claims for professional negligence, breach of contract, or breach of fiduciary duty, shall not exceed the total amount of fees actually paid by you to the Firm in connection with the Matter.

This limitation of liability shall not apply to any claim arising from the Firm's willful misconduct or gross negligence. Nothing in this Section 10 is intended to limit or waive any rights or remedies you may have under applicable law that cannot be limited or waived by agreement.

11. GOVERNING LAW AND DISPUTE RESOLUTION

This engagement letter and the relationship between you and the Firm 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 between you and the Firm regarding the Firm's fees, the quality of services provided, or any other aspect of this engagement, you and the Firm agree that such dispute shall first be submitted to the Los Angeles County Bar Association Attorney-Client Fee Arbitration Program, or to mediation before a mutually agreed-upon mediator in Los Angeles County, before either party initiates litigation or any other formal legal proceeding. Both parties agree to participate in good faith in any such arbitration or mediation proceeding. Nothing in this Section 11 shall preclude either party from seeking emergency or provisional relief from a court of competent jurisdiction where such relief is necessary to prevent irreparable harm.

12. ENTIRE AGREEMENT

This engagement letter constitutes the entire agreement between you and the Firm with respect to the subject matter hereof and supersedes all prior oral or written communications, understandings, and agreements between us relating to the engagement described herein. No representation, promise, or inducement has been made by either party that is not embodied in this letter.

This engagement letter may not be amended, modified, or supplemented except by a written instrument signed by both you and an authorized partner of the Firm. No waiver of any provision of this letter shall be effective unless made in writing and signed by the party granting the waiver, and no waiver shall constitute a waiver of any other provision or a continuing waiver of the same provision.

We are confident that we can provide you with effective and vigorous representation in this Matter, and we look forward to working with you toward a favorable resolution. If the foregoing terms are acceptable to you, please sign and return the enclosed duplicate original of this letter to our office, together with your initial retainer check or wire transfer in the amount of Seventy-Five Thousand Dollars ($75,000.00). A copy of this letter is enclosed for your records.

Should you have any questions regarding this letter or any aspect of the engagement, please do not hesitate to contact Samuel Eklund at (213) 555-8217 or Jeffrey Park at (213) 555-8224 at your convenience.

Very truly yours,

CALDERWOOD & HARKNESS LLP

By: ________

Samuel Eklund Partner

ACCEPTANCE AND AGREEMENT

I, Marguerite D. Fonseca, have read and understand the foregoing engagement letter. I agree to the terms and conditions set forth herein and hereby authorize Calderwood & Harkness LLP to proceed with the representation described above.

________________________________________

Marguerite D. Fonseca

Date: ________

Encl.: Duplicate original of this engagement letter for client's signature and return

Attorney	Role	Practice Group	Hourly Rate
Samuel Eklund	Responsible Partner	Litigation (General)	$895.00
Linda Osei	Billing Partner	Litigation (General)	$875.00
Jeffrey Park	Lead Associate	Litigation (General)	$625.00
Yuki Nakamura	Working Associate	Litigation (General)	$525.00

CALDERWOOD & HARKNESS LLP 725 South Flower Street, Suite 4200 Los Angeles, California 90017 Telephone: (213) 555-8200 Facsimile: (213) 555-8201
October 10, 2022
VIA EMAIL AND U.S. MAIL
Ms. Marguerite D. Fonseca 2817 Cheremoya Avenue Los Angeles, CA 90068
Re: Engagement of Calderwood & Harkness LLP — Partnership Accounting Dispute: Coastal Meridian Productions LLP Our Matter No.: 1035-00004
Dear Ms. Fonseca:
Thank you for selecting Calderwood & Harkness LLP ("the Firm" or "Calderwood & Harkness") to represent you in connection with the matter described herein. We are pleased that you have chosen to entrust us with this representation, and we are committed to providing you with diligent, competent, and professional legal services throughout the course of this engagement.
The purpose of this letter is to set forth the terms and conditions under which the Firm will represent you. Specifically, you have asked us to represent you in connection with claims against Desmond R. Rennick ("Rennick") arising from his management of the financial affairs of Coastal Meridian Productions LLP ("CMP"), a California limited liability partnership, Employer Identification Number 83-2197644. Based on the information you have provided to date and our preliminary review of the relevant documents, the claims to be asserted include, without limitation, breach of fiduciary duty, breach of the CMP Partnership Agreement dated March 8, 2017, as amended on January 15, 2019 (the "Partnership Agreement"), and misapplication of partnership funds. We will refer to the foregoing claims and all matters reasonably related thereto collectively as the "Matter."
This engagement letter is intended to memorialize the terms of our professional relationship and to ensure that we have a mutual understanding of the scope, fees, and other conditions applicable to our representation. We ask that you review this letter carefully and, if you agree with its terms, sign and return the enclosed copy to our office together with the initial retainer described in Section 3 below.
1. SCOPE OF ENGAGEMENT
The Firm will provide legal services in connection with the Matter. The scope of our engagement includes the following categories of legal work, as may be necessary or appropriate in our professional judgment and in consultation with you:
(a) Investigation and Analysis of Partnership Accounting Records. The Firm will investigate and analyze the partnership accounting records of CMP, including a thorough review of all financial transactions between CMP and Rennick Slate Ventures LLC ("RSV"), Employer Identification Number 84-3056178, a California limited liability company wholly owned by Desmond R. Rennick. This review will encompass, among other things, an examination of capital contributions, distributions, management fee payments, expense reimbursements, intercompany transfers, and any other financial dealings between CMP and RSV during the relevant period.
(b) Coordination with Forensic Accounting Consultants. The Firm will coordinate with the forensic accounting consultants separately retained by you, as more particularly described in Section 5 below, to integrate their findings into the legal strategy for the Matter and to ensure that the forensic review is conducted in a manner that supports the legal theories and claims to be advanced on your behalf.
(c) Pre-Litigation Demand and Negotiation. Prior to the initiation of formal legal proceedings, the Firm will prepare and deliver an appropriate demand to Mr. Rennick and/or his counsel, setting forth the nature and basis of your claims and seeking a resolution of the dispute on terms acceptable to you. The Firm will engage in good-faith negotiation to the extent that a pre-litigation resolution appears feasible and in your best interest.
(d) Prosecution of Litigation. If pre-litigation efforts do not result in a satisfactory resolution, the Firm will, upon your authorization, prosecute litigation on your behalf in the Superior Court of California, County of Los Angeles. This includes the preparation, filing, and service of all pleadings, motions, and other papers; the conduct of discovery, including written discovery, depositions, and subpoenas to third parties; preparation for and participation in hearings; and trial, if necessary.
(e) Mediation and Alternative Dispute Resolution. The Firm will represent you in any mediation or other alternative dispute resolution proceedings that may be agreed upon by the parties, ordered by the court, or otherwise required under the Partnership Agreement or applicable law.
(f) Settlement Negotiations. Throughout the course of the engagement, the Firm will evaluate settlement opportunities and, with your prior approval, engage in negotiations aimed at achieving a resolution of the Matter on terms that are favorable to you.
(g) Documentation of Settlement or Restructured Arrangements. In the event that a settlement or restructured economic arrangement is reached, the Firm will prepare or review all documentation necessary to effectuate such resolution, including, without limitation, any restated distribution waterfall, amendments to the Partnership Agreement, release agreements, or other transactional documents.
Exclusions from Scope. This engagement does not include the provision of tax advice or tax planning services, the preparation or review of any regulatory filings, representation in any legal proceeding other than the Matter as described above, or advice regarding CMP's revolving credit facility with Ridgeline Commercial Bank or any other banking or lending arrangement, unless the Firm and you separately agree in writing to expand the scope of this engagement to encompass such additional matters. If, during the course of our representation, issues arise that fall outside the scope described above, we will promptly advise you and discuss whether an expansion of the engagement or a referral to other counsel is appropriate.
2. ENGAGEMENT TEAM
The Firm has assembled an experienced team of attorneys to handle the Matter. The engagement team and their current hourly billing rates are as follows:
In addition to the attorneys listed above, paralegal professionals may be assigned to assist with the Matter at hourly rates ranging from $275.00 to $350.00, depending on the experience and seniority of the paralegal involved. Paralegal work will include, among other things, document management, cite-checking, filing coordination, and other tasks appropriate to their training and qualifications.
The Firm reserves the right to assign additional attorneys to the Matter as the needs of the engagement may require, including attorneys from specialized practice groups such as our Real Estate, Corporate, or Tax departments, should issues within those disciplines arise. Any additional attorneys will be billed at the Firm's prevailing hourly rates for such personnel. The Firm will provide you with prior notice of the assignment of any additional attorneys and their applicable billing rates.
All hourly rates set forth in this letter are the Firm's current rates as of the date of this engagement. The Firm adjusts its standard hourly rates on an annual basis, typically effective on or about January 1 of each year. You will be given advance written notice of any rate adjustment before the new rates are applied to your invoices. Rate adjustments will apply prospectively only and will not affect amounts previously billed.
3. RETAINER
Upon execution of this letter, you agree to provide the Firm with an initial retainer in the amount of Seventy-Five Thousand Dollars ($75,000.00). The retainer should be made payable to "Calderwood & Harkness LLP Client Trust Account" and delivered to the Firm at the address set forth in the letterhead above, or by wire transfer to the Firm's Interest on Lawyers' Trust Account (IOLTA) maintained at Severin Financial, the details of which will be provided separately upon request.
The retainer will be deposited into the Firm's client trust account and held in accordance with the California Rules of Professional Conduct and the rules governing IOLTA accounts in the State of California. The retainer will be applied against invoices for fees and costs as they are rendered. When the balance of the retainer falls below Fifteen Thousand Dollars ($15,000.00), the Firm will request that you replenish the retainer to the original amount of $75,000.00, or to such other amount as the Firm may reasonably determine in light of anticipated work on the Matter. We will endeavor to provide you with reasonable advance notice of any replenishment request.
Upon the conclusion of the engagement, whether by completion, settlement, termination, or otherwise, any unused portion of the retainer remaining in the client trust account after all outstanding fees and costs have been satisfied will be promptly refunded to you.
4. BILLING AND PAYMENT
The Firm will render monthly invoices to you detailing the professional services performed and disbursements incurred during the preceding billing period. Each invoice will include the date of service, a description of the services rendered, the identity of the attorney or paralegal performing the work, the time expended, and the amount charged. Disbursements will be itemized separately.
Payment of each invoice is due within thirty (30) days of the date of the invoice. Payments should be made payable to "Calderwood & Harkness LLP" and directed to the Firm's operating account at the address set forth in the letterhead of this letter, or by such other method as may be indicated on the invoice.
Disbursements and out-of-pocket costs incurred by the Firm in connection with the Matter will be billed to you at cost. Such disbursements may include, but are not limited to, court filing fees, process service fees, court reporter and transcript fees, expert consultant fees (to the extent directly retained by the Firm with your prior approval), travel expenses (including airfare, lodging, ground transportation, and meals), messenger and delivery service charges, long-distance telephone charges, photocopying and scanning charges, electronic research charges, and postage. The Firm does not mark up or add a surcharge to any disbursement.
In the event that any invoice is not paid within thirty (30) days of its date, interest will accrue on the outstanding balance at the rate of one and one-half percent (1.5%) per month, or the maximum rate permitted by applicable law, whichever is less, from the date such payment was due until the date of actual payment. The Firm reserves the right to apply any payments received first to accrued interest and then to the oldest outstanding invoices.
You have the right to question or contest any charge on any invoice. We encourage you to contact us promptly if you have any questions or concerns regarding any invoice. Any dispute regarding a specific charge should be raised within thirty (30) days of receipt of the invoice containing such charge. The Firm will work with you in good faith to resolve any billing disputes that may arise.
5. THIRD-PARTY CONSULTANTS
We understand that you have separately retained Tillerman Forensic Advisory LLC ("Tillerman") to conduct a forensic review and analysis of CMP's books and records. Tillerman's principal is Greta Sørensen, CPA, CFF, and its offices are located at 350 South Grand Avenue, Suite 1480, Los Angeles, California 90071. We are familiar with Tillerman's reputation and capabilities and believe that their involvement will be valuable to the prosecution of the Matter.
The Firm will coordinate closely with Tillerman and will direct their work as necessary in connection with the Matter to ensure that the forensic review is conducted in a manner consistent with the legal strategy and the evidentiary requirements of any potential litigation. To the extent permissible and appropriate, we will endeavor to structure our communications with Tillerman so as to preserve the protections of the attorney-client privilege and the attorney work-product doctrine.
Tillerman's fees and expenses are your direct obligation. Unless otherwise agreed in writing between you and the Firm, Tillerman's charges will not be included in the Firm's invoices, and you will be responsible for making payment directly to Tillerman in accordance with the terms of your separate engagement with that firm.
If, during the course of this engagement, additional experts or consultants are needed — for example, business valuation experts, industry consultants, or damages experts — the Firm will identify suitable candidates and present recommendations to you for your consideration. The Firm will not retain any additional expert or consultant on your behalf, or authorize any expenditure in connection with such retention, without first obtaining your prior written or oral approval, which the Firm will confirm in writing.
6. CONFLICTS OF INTEREST
Prior to accepting this engagement, the Firm conducted a thorough conflicts review in accordance with the California Rules of Professional Conduct, including Rules 1.7 (Conflict of Interest: Current Clients) and 1.9 (Duties to Former Clients). Based on that review, no conflicts of interest have been identified that would preclude the Firm from undertaking this engagement.
Specifically, the Firm does not currently represent, and has not previously represented, Desmond R. Rennick, Rennick Slate Ventures LLC, Coastal Meridian Productions LLP, Ridgeline Commercial Bank, Clearfield & Moss CPAs (which we understand serves or has served as CMP's outside accountants), or any other party whose interests are adverse to yours in connection with the Matter.
You acknowledge and agree that the Firm is a large, full-service law firm that represents a range clients in numerous industries, including the entertainment industry. The Firm may currently represent, or may in the future be engaged to represent, other clients in matters unrelated to the Matter, including clients who may be in the entertainment industry or may have some business relationship with CMP, Rennick, or other parties involved in this dispute. You consent to the Firm's representation of such other clients in unrelated matters, provided that no conflict of interest arises with respect to this Matter. If a conflict or potential conflict arises during the course of this engagement, the Firm will promptly notify you and discuss appropriate steps, which may include seeking a waiver or, if necessary, withdrawing from the engagement as described in Section 9 below.
7. CONFIDENTIALITY AND PRIVILEGE
All communications between you and the Firm relating to the Matter are protected by the attorney-client privilege and the attorney work-product doctrine to the fullest extent permitted by applicable law. These protections are fundamental to the attorney-client relationship and are essential to ensuring that you can communicate with us candidly and completely.
The Firm will maintain the confidentiality of all information you provide to us in connection with the Matter, including documents, financial records, communications, and other materials, in strict accordance with the California Rules of Professional Conduct and all applicable ethical rules and legal requirements. The Firm will not disclose any confidential information to any third party without your prior consent, except as may be required by law, court order, or the ethical obligations of the attorneys involved.
To assist us in maintaining appropriate protections, we ask that you clearly mark or identify any documents or materials that contain particularly sensitive business, financial, or personal information. In addition, we recommend that communications regarding the Matter be directed to the attorneys identified in Section 8 below and not shared with third parties outside the scope of the attorney-client relationship, to avoid any inadvertent waiver of privilege.
8. COMMUNICATION
Samuel Eklund will serve as the Responsible Partner for this engagement. In that capacity, Mr. Eklund will have overall supervisory responsibility for the Firm's representation of you in the Matter, including responsibility for ensuring that the engagement is staffed appropriately and that the legal strategy is sound and consistent with your objectives.
Jeffrey Park will serve as your primary day-to-day contact at the Firm. Mr. Park will be responsible for the routine management of the Matter, including coordinating with Tillerman, managing discovery, preparing correspondence and filings, and communicating with opposing counsel. You should feel free to contact Mr. Park directly at any time with questions, concerns, or updates regarding the Matter. Mr. Park can be reached at (213) 555-8224 or by email at jpark@calderwoodharkness.com.
The Firm will keep you reasonably informed of all material developments in the Matter and will consult with you before making any significant strategic decisions. In particular, the Firm will seek your express approval before taking any of the following actions:
•  Filing litigation or any other legal proceeding on your behalf;
•  Accepting or rejecting any settlement offer or proposal;
•  Retaining any additional expert, consultant, or other professional;
•  Agreeing to any stipulation or court order that materially affects your rights; and
•  Incurring any single disbursement or cost in excess of $5,000.00.
For your part, you agree to cooperate fully with the Firm in connection with the Matter, to respond to reasonable requests for information and documents in a timely manner, and to keep the Firm informed of any developments that may be relevant to the Matter, including any direct or indirect communications with Rennick, RSV, or their representatives. Open and prompt communication between you and the Firm is essential to the effective prosecution of your claims.
9. TERMINATION
Either you or the Firm may terminate this engagement at any time upon written notice to the other party. You have the absolute right to discharge the Firm at any time, with or without cause.
The Firm's right to withdraw from the engagement is subject to the requirements of the California Rules of Professional Conduct, Rule 1.16, and any applicable court rules or orders. In the event that litigation has been commenced, the Firm may be required to obtain the court's permission before withdrawing as counsel of record. The Firm will not withdraw at a time or in a manner that would materially prejudice your interests, except as may be required or permitted by applicable ethical rules.
Upon termination of the engagement, whether by you or the Firm, you will be responsible for the payment of all fees for professional services rendered and all costs and disbursements incurred through the date of termination. Any retainer balance remaining after the satisfaction of all outstanding obligations will be refunded to you in accordance with Section 3 above.
Following termination, the Firm will provide reasonable cooperation in transitioning the Matter to successor counsel of your choosing, including the prompt transfer of your file, documents, and work product to the extent required by applicable ethical rules and law. The Firm reserves the right to retain copies of file materials for its own records, subject to its ongoing confidentiality obligations.
10. LIMITATION OF LIABILITY
To the fullest extent permitted by applicable law, the Firm's aggregate liability to you for any and all claims, losses, damages, or expenses arising out of or relating to this engagement, including but not limited to claims for professional negligence, breach of contract, or breach of fiduciary duty, shall not exceed the total amount of fees actually paid by you to the Firm in connection with the Matter.
This limitation of liability shall not apply to any claim arising from the Firm's willful misconduct or gross negligence. Nothing in this Section 10 is intended to limit or waive any rights or remedies you may have under applicable law that cannot be limited or waived by agreement.
11. GOVERNING LAW AND DISPUTE RESOLUTION
This engagement letter and the relationship between you and the Firm 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 between you and the Firm regarding the Firm's fees, the quality of services provided, or any other aspect of this engagement, you and the Firm agree that such dispute shall first be submitted to the Los Angeles County Bar Association Attorney-Client Fee Arbitration Program, or to mediation before a mutually agreed-upon mediator in Los Angeles County, before either party initiates litigation or any other formal legal proceeding. Both parties agree to participate in good faith in any such arbitration or mediation proceeding. Nothing in this Section 11 shall preclude either party from seeking emergency or provisional relief from a court of competent jurisdiction where such relief is necessary to prevent irreparable harm.
12. ENTIRE AGREEMENT
This engagement letter constitutes the entire agreement between you and the Firm with respect to the subject matter hereof and supersedes all prior oral or written communications, understandings, and agreements between us relating to the engagement described herein. No representation, promise, or inducement has been made by either party that is not embodied in this letter.
This engagement letter may not be amended, modified, or supplemented except by a written instrument signed by both you and an authorized partner of the Firm. No waiver of any provision of this letter shall be effective unless made in writing and signed by the party granting the waiver, and no waiver shall constitute a waiver of any other provision or a continuing waiver of the same provision.
We are confident that we can provide you with effective and vigorous representation in this Matter, and we look forward to working with you toward a favorable resolution. If the foregoing terms are acceptable to you, please sign and return the enclosed duplicate original of this letter to our office, together with your initial retainer check or wire transfer in the amount of Seventy-Five Thousand Dollars ($75,000.00). A copy of this letter is enclosed for your records.
Should you have any questions regarding this letter or any aspect of the engagement, please do not hesitate to contact Samuel Eklund at (213) 555-8217 or Jeffrey Park at (213) 555-8224 at your convenience.
Very truly yours,
CALDERWOOD & HARKNESS LLP
By: ________
Samuel Eklund Partner
ACCEPTANCE AND AGREEMENT
I, Marguerite D. Fonseca, have read and understand the foregoing engagement letter. I agree to the terms and conditions set forth herein and hereby authorize Calderwood & Harkness LLP to proceed with the representation described above.
________________________________________
Marguerite D. Fonseca
Date: ________
Encl.: Duplicate original of this engagement letter for client's signature and return
Attorney | Role | Practice Group | Hourly Rate
Samuel Eklund | Responsible Partner | Litigation (General) | $895.00
Linda Osei | Billing Partner | Litigation (General) | $875.00
Jeffrey Park | Lead Associate | Litigation (General) | $625.00
Yuki Nakamura | Working Associate | Litigation (General) | $525.00

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