PRIVILEGED AND CONFIDENTIAL ATTORNEY-CLIENT PRIVILEGE / ATTORNEY WORK PRODUCT
CALDERWOOD & HARKNESS LLP Attorneys at Law
1301 K Street NW, Suite 1200 Washington, DC 20005 Telephone: (202) 555-7400 Facsimile: (202) 555-7401 www.calderwoodharkness.com
February 21, 2025
Sandra Fielding Lead Investigator Aurelian Investigations Group Inc. 1420 Fifth Avenue, Suite 2210 Seattle, WA 98101
Re: Engagement of Aurelian Investigations Group Inc. – Confidential Investigation on Behalf of Cascade Retail Holdings Inc. Calderwood & Harkness LLP Matter No. 1038-00006
Dear Ms. Fielding:
1. Purpose and Engagement Overview
Calderwood & Harkness LLP ("C&H" or the "Firm") is writing on behalf of its client, Cascade Retail Holdings Inc. ("CRH" or the "Client"), a Delaware corporation headquartered at 2200 Elliott Avenue West, Suite 3400, Seattle, WA 98119, and publicly traded on the Nasdaq Stock Market under the ticker symbol CRHL. The Firm serves as outside litigation counsel to CRH in connection with the matters described in this letter.
By this engagement letter, CRH is retaining Aurelian Investigations Group Inc. ("Aurelian" or the "Investigator") to conduct a confidential investigation into the circumstances surrounding the coordinated departure of eight senior merchandising employees from CRH. That coordinated departure was led by Priya Rathore, CRH's former Senior Vice President of Merchandising, who, along with seven other senior employees of CRH's merchandising division, submitted simultaneous resignations effective immediately on February 7, 2025, at approximately 4:47 PM Pacific Standard Time. The nature, timing, and apparent coordination of these departures, together with subsequent events described more fully in Section 2 below, have given rise to serious concerns regarding potential breaches of contractual obligations, misappropriation of trade secrets, and related tortious conduct.
This engagement is being directed by C&H as outside counsel to CRH. Accordingly, all communications, reports, work product, findings, and other deliverables generated by Aurelian in connection with this engagement shall be directed to and transmitted through C&H. This arrangement has been structured deliberately to preserve the attorney-client privilege and work product protections that attach to investigation materials prepared at the direction of counsel in anticipation of litigation. Aurelian should not communicate directly with CRH personnel regarding the substance of this investigation unless expressly instructed to do so by C&H.
The responsible partner for this engagement at C&H is Bernard Crawford. Day-to-day contact with Aurelian will be managed by James Underwood, Lead Associate, and Devon Archer, Working Associate, each of whom is based in the Firm's Washington, DC office. All substantive communications regarding the engagement should be directed to one or more of these individuals. Their contact information is set forth below:
Bernard Crawford, Partner Direct: (202) 555-7418
Email: bcrawford@calderwoodharkness.com
James Underwood, Lead Associate Direct: (202) 555-7432
Email: junderwood@calderwoodharkness.com
Devon Archer, Working Associate Direct: (202) 555-7445
Email: darcher@calderwoodharkness.com
2. Background and Context
The following background is provided to give Aurelian a working understanding of the circumstances giving rise to this engagement. This information is drawn from representations made to C&H by CRH and from publicly available sources. It is intended to orient the investigation but should not be treated as a substitute for Aurelian's independent verification of the facts set forth below.
2.1 Cascade Retail Holdings Inc.
CRH is a leading omnichannel retail and ecommerce company operating 387 brick-and-mortar locations across 34 states and a robust direct-to-consumer ecommerce platform (www.cascaderetail.com). The company competes broadly in the home goods, apparel, seasonal décor, and specialty consumer products categories. For fiscal year 2024, CRH reported annual revenue of approximately $6.82 billion. CRH's merchandising division, which is at the center of the events described herein, accounted for approximately $2.3 billion in gross merchandise value during FY2024 and is widely regarded as the strategic engine of CRH's competitive position in the marketplace.
2.2 The Coordinated Resignation
On February 7, 2025, eight senior employees of CRH's merchandising division submitted simultaneous letters of resignation, each effective immediately. The resignations were received within minutes of one another, between approximately 4:43 PM and 4:51 PM Pacific Standard Time, via email to CRH's Chief Human Resources Officer. The coordination and simultaneity of the resignations were immediately apparent and unprecedented in CRH's corporate history.
The departing employees (collectively, the "Rathore Group") are as follows:
1. Priya Rathore – Former Senior Vice President, Merchandising (employed at CRH from June 3, 2019 through February 7, 2025; approximately five years and eight months of service)
2. Derek Linden – Former Vice President, Hardlines Merchandising (approximately seven years at CRH)
3. Sonia Kaczmarek – Former Vice President, Softlines Merchandising (approximately five years at CRH)
4. Amara Osei – Former Director, Private Label Strategy (approximately four years at CRH)
5. Brent Halvorsen – Former Director, Seasonal Planning & Analytics (approximately six years at CRH)
6. Lucia Fernandez-Gill – Former Director, Vendor Relations (Domestic) (approximately five years at CRH)
7. Nathan Tsao – Former Senior Manager, eCommerce Merchandising (approximately three years at CRH)
8. Kira Johansson – Former Senior Manager, Category Analytics (approximately four years at CRH)
Collectively, these individuals constituted the leadership core of CRH's merchandising function. Their simultaneous departure has caused significant operational disruption and has raised serious questions about the circumstances leading to their exit.
2.3 Verdana Commerce Group, Inc.
On February 14, 2025—one week after the coordinated resignations—Verdana Commerce Group, Inc. ("Verdana" or "VCG"), a Delaware corporation headquartered at 400 Christiana Gateway, Suite 700, Wilmington, DE 19801, publicly announced the hiring of all eight members of the Rathore Group. The announcement was made through a press release titled "Verdana Commerce Welcomes Industry-Leading Merchandising Team to Accelerate Growth," which was distributed via Calderon Data Systems and posted to Verdana's investor relations website. The press release identified Priya Rathore as having accepted the title of President, Merchandising & Strategy at Verdana.
Verdana is a direct competitor of CRH in the omnichannel retail and ecommerce space. Verdana's product offerings compete directly with CRH in the home goods, apparel, and seasonal décor categories—the same categories in which CRH's merchandising division, led by the Rathore Group, was most active. Verdana's estimated FY2024 revenue was approximately $1.9 billion, making it a smaller but rapidly growing competitor to CRH.
2.4 Greystone Capital Partners, LP
Verdana is majority-owned by Greystone Capital Partners, LP ("Greystone"), a Delaware limited partnership with principal offices at 680 Park Avenue, 22nd Floor, New York, NY 10065. Greystone acquired its majority stake in Verdana through Greystone Capital Fund VII, LP in the third quarter of 2023 in a transaction with an enterprise value of approximately $2.4 billion. The managing partner of Greystone is Elliot Westbrook. CRH believes that Greystone and Westbrook may have played an active role in orchestrating the recruitment of the Rathore Group as part of Greystone's strategy to accelerate Verdana's growth trajectory and expand its market share at CRH's expense.
Verdana's Chief Executive Officer is Warren Dietrich. Its General Counsel is Helen Tsoi. CRH's preliminary inquiries indicate that both Dietrich and Tsoi may have been directly involved in the recruitment process.
2.5 Restrictive Covenant Obligations
Each of the eight departing employees was bound by restrictive covenant provisions contained in their respective employment agreements with CRH. These provisions include, in each case, non-competition covenants, non-solicitation of employees covenants, non-solicitation of customers and vendors covenants, and confidentiality and non-disclosure obligations. All eight employment agreements are governed by Delaware law. The non-competition and non-solicitation covenants generally extend for a period of twelve to eighteen months following the termination of employment, depending on the individual's position and the date of the applicable agreement.
2.6 Potential Data Exfiltration
On February 12, 2025, CRH's internal Information Technology department completed a preliminary audit of network access, file download, and cloud storage activity for the Rathore Group's accounts during the sixty-day period preceding the resignations. That audit identified anomalous patterns of data access and download activity consistent with potential data exfiltration, including bulk downloads of files from CRH's proprietary merchandising analytics platform, vendor pricing databases, private label product development files, and seasonal planning models. C&H separately engaged Pinnacle Forensics LLC, a forensic technology vendor led by Dr. Rajiv Anand, on February 20, 2025 to conduct a comprehensive forensic analysis of the departing employees' CRH-issued devices, personal device access logs (to the extent accessible), and cloud access records. Pinnacle Forensics is conducting its analysis independently and in coordination with C&H. Aurelian's investigation is intended to complement—but not duplicate—the forensic technology analysis.
2.7 Potential Legal Claims
Based on the foregoing, C&H is evaluating potential legal claims against the Rathore Group members, Verdana, and Greystone, including but not limited to: (a) breach of restrictive covenant agreements (non-competition and non-solicitation); (b) breach of confidentiality and non-disclosure obligations; (c) misappropriation of trade secrets under the Delaware Uniform Trade Secrets Act (6 Del. C. §§ 2001–2009); (d) tortious interference with contractual relations; and (e) civil conspiracy. The investigation described herein is being undertaken in anticipation of such litigation and to assist C&H in evaluating the strength and scope of these potential claims.
2.8 Opposing Counsel
CRH has been informed that the members of the Rathore Group are represented by the law firm of Whitfield, Nygaard & Doyle LLP. Additionally, C&H has reason to believe that Verdana Commerce Group, Inc. is represented by the law firm of Blackhall & Soren LLP for purposes of the matters described herein. As set forth more fully in Section 4, Aurelian must not contact any represented party or their counsel without the prior written authorization of C&H.
3. Scope of Investigation
The investigation to be conducted by Aurelian shall encompass the following areas. Within each area, Aurelian is expected to exercise professional judgment in determining the specific investigative steps and inquiries necessary to develop a thorough factual record. However, any investigative activity that falls outside the scope described below, or that involves contact with individuals or entities not expressly authorized under Section 4, must be approved in advance by C&H.
3.1 Pre-Resignation Recruitment and Solicitation
Aurelian shall investigate and document the circumstances under which Verdana Commerce Group, Inc. and/or Greystone Capital Partners, LP recruited the members of the Rathore Group from CRH. This line of investigation is of critical importance, as the nature, timing, and orchestration of the recruitment bear directly on potential claims for tortious interference with contractual relations and civil conspiracy.
Specifically, Aurelian shall:
(a) Identify the timing, method, and participants involved in the initial recruitment overtures to Priya Rathore and each of the other seven departing employees. Of particular interest is whether Rathore was recruited first and subsequently tasked with soliciting the remaining members of the group, or whether Verdana and/or Greystone independently approached multiple members of the Rathore Group.
(b) Investigate any meetings, dinners, social events, or other in-person contacts between Verdana or Greystone personnel (including but not limited to Warren Dietrich, Helen Tsoi, Elliot Westbrook, and any other Verdana or Greystone officers, directors, or employees) and members of the Rathore Group. CRH has identified preliminary indications that one or more in-person meetings may have occurred in or around early January 2025 in the New York metropolitan area. Aurelian should investigate these indications and attempt to determine the date(s), location(s), and attendees of any such meeting(s).
(c) Identify any intermediaries, executive recruiters, search firms, consultants, or other third parties who may have facilitated the recruitment of the Rathore Group. This includes identifying any individual or entity that served as a go-between or that arranged introductions, meetings, or communications between the Rathore Group members and Verdana and/or Greystone.
(d) Determine whether any of the Rathore Group members were subject to pre-existing relationships with Verdana, Greystone, or their respective personnel prior to the recruitment, and whether any such prior relationships may have served as a predicate for the recruitment effort.
3.2 Coordination Among Departing Employees
Aurelian shall investigate the extent and nature of pre-resignation communications among the members of the Rathore Group regarding their planned coordinated departure from CRH. The simultaneity and precision of the resignations strongly suggest a high degree of advance planning and coordination.
Specifically, Aurelian shall:
(a) Determine the timeline over which the coordinated resignation was planned. CRH is interested in understanding when the first substantive discussions among Rathore Group members regarding a coordinated departure took place, and how the plan evolved over time.
(b) Identify the communication channels used by Rathore Group members to coordinate their departure. This may include personal email accounts, encrypted or non-encrypted messaging platforms (such as Harborline Technologies, Meridian Services Inc., Signal, or others), telephone calls, text messages, and in-person meetings held outside of CRH's offices.
(c) Determine whether any Rathore Group member attempted to recruit additional CRH employees who ultimately did not participate in the coordinated departure, and if so, identify such individuals.
(d) Investigate whether any Rathore Group member communicated with CRH vendors, suppliers, or business partners regarding the planned departure prior to February 7, 2025.
3.3 Verdana Commerce Group and Greystone Capital Partners
Aurelian shall investigate the strategic and operational context in which the Rathore Group recruitment occurred, with a particular focus on Verdana's competitive strategy and Greystone's role as majority owner.
Specifically, Aurelian shall:
(a) Investigate Verdana's "transformational growth initiative," which was publicly announced in January 2025 and which targets $4 billion in revenue by 2028. Of particular relevance is Verdana's stated plan to expand aggressively into CRH's strongest product categories, including private-label home goods and seasonal décor—the very categories over which the Rathore Group exercised primary responsibility at CRH.
(b) Determine the role of Greystone Capital Partners, LP and its managing partner, Elliot Westbrook, in facilitating, directing, funding, or otherwise participating in the recruitment of the Rathore Group. Aurelian should investigate whether the recruitment was conceived and orchestrated at the Greystone level as part of a value creation strategy for Greystone Capital Fund VII's investment in Verdana, or whether the recruitment was initiated independently by Verdana's management.
(c) Investigate the compensation inducements offered to the members of the Rathore Group by Verdana and/or Greystone, including sign-on bonuses, equity grants or equity participation in Verdana, enhanced base compensation packages, guaranteed bonus structures, and any other financial incentives. To the extent such information is publicly available or can be ascertained through lawful investigative means, Aurelian should attempt to determine the aggregate and individual value of the compensation packages offered to the Rathore Group.
(d) Investigate the direct involvement of Warren Dietrich, CEO of Verdana, in the recruitment process, including any personal communications, meetings, or representations made by Dietrich to Rathore Group members.
3.4 Departing Employees' Activities and Public Statements
Aurelian shall monitor and document the post-departure activities and communications of the Rathore Group to the extent they are publicly observable or ascertainable through lawful investigative means.
Specifically, Aurelian shall:
(a) Monitor and document any public statements, social media posts (including on Westmark Health IT, Ashford Systems, Northpoint Services Inc., Kestrel Services Inc., and any other relevant platforms), blog posts, media interviews, podcast appearances, conference appearances, or other public communications by members of the Rathore Group regarding their departure from CRH, their reasons for leaving, their new roles at Verdana, Verdana's competitive strategy, or any other matter relevant to this engagement.
(b) Investigate any post-departure contacts between members of the Rathore Group and current CRH employees, including any solicitation of current CRH employees to leave CRH and join Verdana. Such solicitation would constitute a potential breach of the non-solicitation provisions in the Rathore Group members' employment agreements.
(c) Investigate any post-departure contacts between the Rathore Group and CRH's vendors, suppliers, or business partners, including any efforts by Rathore Group members to divert CRH business relationships to Verdana.
3.5 Additional Matters as Directed
Aurelian shall undertake such additional investigative tasks as may be directed by C&H during the course of the engagement. C&H anticipates that the scope of the investigation may evolve as facts are developed, and Aurelian should be prepared to pursue additional lines of inquiry as circumstances warrant. Any material expansion of the scope of investigation will be communicated in writing by C&H.
4. Investigative Methods
In conducting the investigation described in Section 3, Aurelian shall employ lawful investigative techniques appropriate to the nature and sensitivity of this engagement, including, without limitation:
(a) Open-source intelligence ("OSINT") gathering, including comprehensive searches of publicly available databases, news sources, industry publications, trade press, and other open-source materials;
(b) Public records searches, including searches of corporate filings, UCC filings, real property records, court records, regulatory filings, and other publicly available government records in all relevant jurisdictions;
(c) Social media monitoring and analysis, including monitoring of the personal and professional social media accounts of the Rathore Group members and other relevant individuals to the extent publicly accessible;
(d) Witness interviews, conducted subject to the limitations set forth below and subject to the prior approval of C&H for each proposed interview;
(e) Surveillance, as appropriate and as authorized by applicable law, subject to the prior approval of C&H for any proposed surveillance activity;
(f) Review of publicly available corporate filings, SEC filings, press releases, investor presentations, and other publicly available materials relating to Verdana, Greystone, and related entities; and
(g) Such other lawful investigative techniques as Aurelian deems appropriate and as are consistent with industry standards and best practices for professional investigative services.
All investigative methods employed by Aurelian must comply with all applicable federal, state, and local laws, statutes, regulations, and ordinances, including without limitation all applicable privacy laws, surveillance statutes, wiretapping and electronic eavesdropping laws, computer fraud and abuse laws, and any other laws governing the conduct of private investigations. Aurelian shall be solely responsible for ensuring the legality of its investigative methods in each jurisdiction in which investigative activities are conducted.
Restrictions on Contact with Represented Parties. Aurelian shall not, under any circumstances, contact any represented party in connection with this engagement without the prior written authorization of C&H. As of the date of this letter, represented parties include, but are not limited to:
(a) Any member of the Rathore Group (Priya Rathore, Derek Linden, Sonia Kaczmarek, Amara Osei, Brent Halvorsen, Lucia Fernandez-Gill, Nathan Tsao, and Kira Johansson), all of whom are represented by the law firm of Whitfield, Nygaard & Doyle LLP; and
(b) Any representative, officer, director, or employee of Verdana Commerce Group, Inc., which C&H believes to be represented by the law firm of Blackhall & Soren LLP in connection with the matters described herein.
Restrictions on Contact with CRH Employees. Aurelian shall not contact any current employee of Cascade Retail Holdings Inc. without the prior written approval of both C&H and CRH's General Counsel, Theresa Yun-Park. Any approved interviews with current CRH employees shall be coordinated through C&H.
C&H may update these restrictions from time to time as additional information becomes available regarding the representation of relevant parties. Aurelian shall comply with all such updates promptly upon receipt.
5. Reporting and Deliverables
All reports, memoranda, findings, communications, and other deliverables prepared by Aurelian in connection with this engagement shall be directed exclusively to Bernard Crawford, James Underwood, or Devon Archer at Calderwood & Harkness LLP. Aurelian shall not transmit any report, finding, or communication regarding this engagement to any other person or entity—including CRH or any CRH personnel—without the prior written authorization of C&H. Communications to the CRH client will be managed solely by C&H.
Aurelian shall provide deliverables in accordance with the following schedule:
(a) Initial Preliminary Findings Report. Within ten (10) business days of the commencement of the engagement, Aurelian shall provide a written preliminary findings report summarizing initial investigative activities, preliminary findings, identified leads and areas for further investigation, and a recommended plan for the next phase of the investigation.
(b) Comprehensive Investigative Report. Within thirty (30) days of the commencement of the engagement, Aurelian shall provide a comprehensive written investigative report summarizing all findings, documenting the factual basis for each finding, identifying all sources relied upon, and assessing the significance of the findings in the context of the engagement objectives. Updates to the comprehensive report shall be provided as warranted by material new findings or developments.
(c) Interim Reports. In addition to the foregoing written reports, oral interim reports may be provided by secure telephone or secure videoconference as needed, at the request of either C&H or Aurelian. Aurelian should communicate any urgent or time-sensitive findings to the C&H team promptly upon discovery, without waiting for the next scheduled report.
All written reports and memoranda shall be clearly and conspicuously marked with the following legend on each page:
"PRIVILEGED AND CONFIDENTIAL – ATTORNEY WORK PRODUCT – PREPARED AT THE DIRECTION OF COUNSEL"
Written reports should be transmitted via encrypted email or secure file transfer to the C&H attorneys identified above. Aurelian shall not transmit reports or findings via unencrypted email, facsimile, or any other unsecured communication channel.
6. Privilege and Confidentiality
This engagement is being undertaken at the direction of counsel in anticipation of litigation. All work product produced by Aurelian in connection with this engagement—including but not limited to reports, memoranda, notes, interview summaries, surveillance logs, photographs, communications, analyses, and any other tangible or intangible materials—is intended to be protected by the attorney-client privilege and the attorney work product doctrine. Aurelian acknowledges and agrees that it is functioning as an agent of C&H for purposes of preserving these privilege protections and shall conduct itself accordingly at all times.
Aurelian shall maintain strict confidentiality regarding all aspects of this engagement, including without limitation: the identity of the client (Cascade Retail Holdings Inc.); the identity of the law firm directing the investigation (Calderwood & Harkness LLP); the subject matter, scope, and objectives of the investigation; the identities of the targets and subjects of the investigation; all findings, conclusions, and work product generated in connection with the investigation; and the very existence of this engagement.
Aurelian shall not disclose any information regarding this engagement to any third party—whether by direct communication, publication, inference, or otherwise—without the prior written consent of C&H. This obligation extends to Aurelian's employees, subcontractors, and agents, each of whom shall be bound by confidentiality obligations no less protective than those set forth herein.
All documents, files, notes, recordings, photographs, databases, electronic files, communications, and other materials of any kind generated, collected, or received by Aurelian in connection with this engagement (collectively, "Engagement Materials") are the property of C&H on behalf of CRH. Upon request by C&H, or upon the conclusion or termination of this engagement, Aurelian shall promptly return all Engagement Materials to C&H or, at C&H's written direction, securely destroy such materials and certify such destruction in writing. Aurelian shall not retain copies of any Engagement Materials following return or destruction, except to the extent required by applicable law, regulation, or professional licensing requirements, and shall notify C&H of any such retention obligation.
7. Fees and Expenses
Aurelian shall bill for services rendered in connection with this engagement at its standard hourly rates, as separately agreed with C&H, or at such flat-rate or blended-rate arrangement as may be separately agreed between the parties in writing. In the absence of a separate fee arrangement, the hourly rates communicated by Aurelian to C&H in its proposal dated February 18, 2025 shall apply.
Reasonable and necessary out-of-pocket expenses incurred by Aurelian in connection with this engagement shall be reimbursable, provided that Aurelian obtains prior written approval from C&H for any individual expense or category of expenses exceeding Five Hundred Dollars ($500.00). Reimbursable expenses include, without limitation, travel expenses (airfare, ground transportation, lodging, and meals, all at reasonable rates), database access fees, public records search costs, court filing retrieval fees, and similar direct costs. Aurelian shall maintain detailed records of all expenses and shall provide supporting documentation with each invoice.
Invoices for professional services and reimbursable expenses shall be submitted on a monthly basis to:
Calderwood & Harkness LLP
Attention: Renata Vasquez, Billing Partner
1301 K Street NW, Suite 1200 Washington, DC 20005
Email: rvasquez@calderwoodharkness.com
Reference: Matter No. 1038-00006
Each invoice shall reference the matter number set forth above and shall contain a reasonably detailed description of the services rendered and expenses incurred during the applicable billing period. C&H shall process payment to Aurelian on behalf of CRH in accordance with C&H's standard vendor payment cycle, which is net thirty (30) days from receipt of a properly submitted invoice.
The Firm reserves the right to establish budget parameters for the engagement and to request advance estimates for discrete investigative tasks prior to authorizing such tasks. Aurelian shall not exceed any budget parameter established by C&H without prior written approval. If Aurelian anticipates that the cost of any authorized task will exceed the estimate previously provided, Aurelian shall promptly notify C&H and obtain written approval before incurring additional costs.
8. Term and Termination
This engagement shall commence on February 21, 2025 and shall continue until terminated by either party in accordance with this Section 8.
C&H may terminate this engagement at any time, with or without cause, upon written notice to Aurelian. Upon receipt of such notice, Aurelian shall promptly cease all investigative activities, unless C&H directs otherwise, and shall deliver to C&H all work product, documents, Engagement Materials, and other materials relating to the engagement within five (5) business days of the effective date of termination. Aurelian shall be entitled to payment for services rendered and expenses properly incurred through the effective date of termination.
Aurelian may withdraw from this engagement upon ten (10) business days' prior written notice to C&H, provided that: (a) all pending work product is completed and delivered to C&H prior to the effective date of withdrawal; (b) all Engagement Materials are returned to C&H or securely destroyed in accordance with Section 6; and (c) all confidentiality and privilege obligations set forth in this engagement letter survive the withdrawal and continue in full force and effect.
The obligations of Aurelian under Sections 6 (Privilege and Confidentiality), 11 (Conflicts of Interest), and this Section 8 shall survive the termination or expiration of this engagement.
9. Independent Contractor Status
Aurelian is engaged as an independent contractor and not as an employee, agent, partner, joint venturer, or representative of C&H or CRH. Nothing in this engagement letter shall be construed to create an employment relationship, agency relationship, partnership, or joint venture between Aurelian and C&H or CRH. Aurelian shall have no authority to bind C&H or CRH to any obligation or to make any representation on behalf of C&H or CRH.
Aurelian shall be solely responsible for: (a) the payment of all taxes, including self-employment taxes, income taxes, and any other taxes or contributions arising from the compensation paid to Aurelian under this engagement; (b) obtaining and maintaining all insurance coverage required by applicable law or by this engagement letter; and (c) compliance with all applicable licensing requirements, regulatory obligations, and professional standards governing the conduct of private investigations in each jurisdiction in which investigative activities are conducted.
10. Insurance and Licensing
Aurelian represents and warrants that it holds all licenses, permits, and registrations required for the lawful conduct of private investigations in the State of Washington and in any other state or jurisdiction in which investigative activities may be conducted in connection with this engagement. Aurelian shall maintain all such licenses in good standing throughout the duration of this engagement and shall promptly notify C&H of any lapse, suspension, revocation, or material change in licensing status.
Aurelian shall maintain, at its own expense and throughout the duration of this engagement, professional liability (errors and omissions) insurance and general commercial liability insurance in amounts customary for private investigative firms of similar size and scope of operations, but in no event less than One Million Dollars ($1,000,000.00) per occurrence and Two Million Dollars ($2,000,000.00) in the aggregate for general commercial liability. Upon request, Aurelian shall provide C&H with certificates of insurance evidencing such coverage and shall name Calderwood & Harkness LLP as an additional insured on its general commercial liability policy.
11. Conflicts of Interest
Aurelian represents and warrants that, as of the date of this engagement letter, it has no current engagement, business relationship, financial interest, or other conflict of interest with any of the following parties:
• Verdana Commerce Group, Inc.
• Greystone Capital Partners, LP
• Greystone Capital Fund VII, LP
• Elliot Westbrook
• Warren Dietrich
• Helen Tsoi
• Priya Rathore
• Derek Linden
• Sonia Kaczmarek
• Amara Osei
• Brent Halvorsen
• Lucia Fernandez-Gill
• Nathan Tsao
• Kira Johansson
• Whitfield, Nygaard & Doyle LLP
• Blackhall & Soren LLP
Aurelian further represents and warrants that it has conducted a reasonable internal conflicts check and that no such conflict exists. Aurelian agrees to promptly notify C&H in writing of any actual or potential conflict of interest that arises during the course of this engagement, including any new engagement, relationship, or circumstance that could reasonably be perceived to compromise Aurelian's objectivity or independence with respect to the matters described herein. Upon notification of any such conflict, C&H shall have the right to terminate the engagement immediately upon written notice.
12. Governing Law
This engagement letter and the rights and obligations of the parties hereunder shall be governed by and construed in accordance with the laws of the State of Washington, without regard to its conflict of laws principles.
13. Acceptance
This engagement letter sets forth the complete understanding of the parties with respect to the engagement described herein and supersedes all prior discussions, negotiations, and agreements, whether written or oral, relating to the subject matter hereof. This engagement letter may not be amended or modified except by a written instrument signed by both C&H and Aurelian.
Please countersign this letter in the space provided below to confirm Aurelian Investigations Group Inc.'s acceptance of this engagement on the terms and conditions set forth herein. A countersigned copy may be returned via hand delivery, overnight courier, or encrypted email to the undersigned.
We look forward to working with Aurelian on this important matter. Please do not hesitate to contact Bernard Crawford or James Underwood with any questions regarding this engagement.
Very truly yours,
CALDERWOOD & HARKNESS LLP
By: ________
Name: Bernard Crawford
Title: Partner (Responsible Partner)
Date: February 21, 2025
By: ________
Name: James Underwood
Title: Lead Associate
Date: February 21, 2025
ACKNOWLEDGMENT AND ACCEPTANCE
By signing below, the undersigned, on behalf of Aurelian Investigations Group Inc., acknowledges receipt of this engagement letter, confirms that Aurelian has reviewed and understands the terms and conditions set forth herein, and accepts this engagement on such terms and conditions.
AURELIAN INVESTIGATIONS GROUP INC.
By: ________
Name: Sandra Fielding
Title: Lead Investigator
Date: ________
Enclosures: None.
cc: Theresa Yun-Park, General Counsel, Cascade Retail Holdings Inc. (via privileged email) cc: Renata Vasquez, Billing Partner, Calderwood & Harkness LLP