1040-00001 · Kessler & Montague LLP · Conflicts

ethical-screen-memorandum.docx DOCUMENT M&A / Corporate

2 / 12 ← → ✕

CALDERWOOD & HARKNESS LLP Attorneys at Law 600 Market Street, Suite 4200 Philadelphia, PA 19106 Telephone: (215) 555-7800

CONFIDENTIAL — ATTORNEY-CLIENT PRIVILEGED / ATTORNEY WORK PRODUCT

ETHICAL SCREEN MEMORANDUM

TO:

Catherine Hargrave, General Counsel, Calderwood & Harkness LLP

Raymond Chu, Director of New Business Intake, Calderwood & Harkness LLP

Patricia Hwang, Chief Information Security Officer, Calderwood & Harkness LLP

Miriam Calloway, Responsible Partner (WET Engagement)

Joel Strauss, Billing Partner (WET Engagement)

Nadia Petrov, Lead Associate (WET Engagement)

James Underwood, Working Associate (WET Engagement)

FROM: Sylvia Marchetti, Conflicts Counsel, Calderwood & Harkness LLP

DATE: February 14, 2026

RE: Implementation of Formal Ethical Screen — Thornfield Academy of Sciences, Inc. / Wyndmere Education Trust Engagement (Matter No. 1040-00001; Client No. C-88214)

Right-click to update Table of Contents

I. Purpose and Background

This memorandum implements the formal ethical screen recommended in the Conflicts Clearance Memorandum of even date (February 14, 2026) in connection with Calderwood & Harkness LLP's ("C&H" or the "Firm") engagement by the Wyndmere Education Trust ("WET") for employment-law advisory and litigation matters arising from WET's faculty restructuring plan. The purpose of this memorandum is to set forth the precise contours of the screen, identify the individuals who are subject to its restrictions, describe the specific protocols that must be observed by all affected personnel, and establish mechanisms for ongoing monitoring and enforcement. This memorandum is binding upon all individuals named herein and constitutes a directive of the Firm's Office of General Counsel.

The WET engagement has been assigned C&H matter number 1040-00001 and client number C-88214. The engagement was formally opened on February 10, 2026. Miriam Calloway, Partner, Healthcare & Life Sciences Practice Group, serves as the Responsible Partner for the engagement, and Joel Strauss, also a Partner in the Healthcare & Life Sciences Practice Group, serves as the Billing Partner. The lead associate on the engagement is Nadia Petrov of the Labor & Employment Practice Group, and the working associate is James Underwood, also of the Labor & Employment Practice Group.

The ethical screen implemented by this memorandum is necessitated by the Firm's prior representation of Thornfield Academy of Sciences, Inc. ("Thornfield"), a Pennsylvania nonprofit corporation headquartered at 2250 Arch Street, Philadelphia, PA 19103. Specifically, the Firm's Wilmington, Delaware office represented Thornfield in a governance dispute litigated before the Court of Chancery of the State of Delaware, styled In re Thornfield Academy of Sciences, Inc. Governance Litigation, Case No. 2023-0847-SG (the "Thornfield Chancery Matter"). The Firm's representation in the Thornfield Chancery Matter commenced in March 2023 and concluded in August 2024, upon entry of a consent order on August 9, 2024, resolving all claims among the parties.

The lead partner on the Thornfield Chancery Matter was Conrad Ashworth, Partner, Corporate & Governance Practice Group, Wilmington office. Mr. Ashworth was primarily responsible for strategic direction, client communications, and courtroom appearances throughout the duration of the representation. The working associates on the Thornfield Chancery Matter were Lydia Chen and Marcos Rivera, both of whom were associates in the Corporate & Governance Practice Group in the Wilmington office. Both Ms. Chen and Mr. Rivera have since departed the Firm: Ms. Chen left C&H in November 2024, and Mr. Rivera departed in January 2025. Neither individual is currently employed by the Firm.

The relationship between Thornfield and WET is central to the necessity of this screen. Thornfield and WET were formerly affiliated through a Joint Educational Services Agreement dated September 1, 2018 (the "JESA"), pursuant to which the two institutions shared certain administrative services, faculty exchange programs, and educational resources. Thornfield formally severed its affiliation with WET effective June 30, 2022, following a period of disagreement regarding governance, resource allocation, and strategic direction. Since the termination of the JESA, Thornfield has operated as a fully independent entity with no continuing organizational, financial, or governance ties to WET.

The implementation of this screen is further warranted by the fact that Thornfield is now potentially adverse to WET in connection with a pending wage-and-hour dispute involving former WET employees who transferred to Thornfield during the period of affiliation under the JESA. The dispute concerns, among other things, the allocation of liability for unpaid wages, overtime compensation, and benefits accrued during the transition period. Thornfield's outside counsel in employment-related disputes is Bracken, Lowe & Hartsfield LLP, with Victoria Bracken serving as lead partner. Bracken, Lowe & Hartsfield LLP is located at 1700 JFK Boulevard, Suite 2800, Philadelphia, PA 19103.

In connection with the conflicts analysis conducted prior to the opening of the WET engagement, Conrad Ashworth was interviewed by the undersigned and confirmed that no confidential information obtained during his representation of Thornfield in the Chancery Court matter is material to the proposed WET representation. Mr. Ashworth stated that the Thornfield Chancery Matter concerned exclusively matters of internal governance, board composition, and fiduciary obligations among Thornfield's directors and officers, and that the subject matter of the WET engagement — employment law and faculty restructuring — is wholly distinct from the issues addressed in the Thornfield Chancery Matter.

Additionally, Thornfield's in-house General Counsel, Seamus O'Halloran, provided a written waiver of any objection to C&H's representation of WET, dated January 28, 2026. Mr. O'Halloran's waiver letter was obtained by Conrad Ashworth at the request of the undersigned and has been reviewed by the Office of General Counsel. The waiver is unconditional and expressly acknowledges that C&H's representation of WET may involve matters in which WET's interests are adverse to those of Thornfield.

No current C&H engagement exists with Thornfield. The Thornfield Chancery Matter is closed and has been marked as such in the Firm's records since September 2024. No other C&H engagement — past or present — has involved Thornfield or any of its affiliates, subsidiaries, or related entities.

Notwithstanding the existence of the written conflict waiver and Mr. Ashworth's confirmation regarding the absence of material confidential information, the ethical screen set forth in this memorandum is implemented out of an abundance of caution and in accordance with the Delaware Lawyers' Rules of Professional Conduct (particularly Rules 1.9 and 1.10) and the Pennsylvania Rules of Professional Conduct (particularly Rules 1.9 and 1.10). These rules govern the obligations of attorneys and law firms with respect to duties owed to former clients, the imputation of conflicts of interest, and the conditions under which screening may be employed to permit a firm to undertake a representation notwithstanding a disqualifying conflict attributable to one of its lawyers. The screen is designed to ensure complete informational isolation between the personnel who were involved in the Thornfield representation and the personnel who are staffed on the WET engagement, and to provide a robust, documented framework for ongoing compliance.

II. Individuals Subject to the Ethical Screen

The following individuals are subject to the ethical screen established by this memorandum. Each individual is identified by name, position, current employment status, role in the Thornfield Chancery Matter, and the basis for inclusion in the screen.

A. Conrad Ashworth

Name: Conrad Ashworth

Title and Office: Partner, Corporate & Governance Practice Group, Wilmington Office, Calderwood & Harkness LLP

Employment Status: Currently employed at the Firm

Role in the Thornfield Engagement: Mr. Ashworth served as lead partner on the Thornfield Chancery Court matter (Case No. 2023-0847-SG) from March 2023 through August 2024. In that capacity, he was responsible for overall matter strategy, client relationship management, direction of all litigation activities, and direct communication with Thornfield's officers and board of directors. He appeared before Vice Chancellor Glasscock on multiple occasions and participated in all substantive settlement discussions that led to the entry of the consent order on August 9, 2024.

Basis for Inclusion in Screen: As the lead partner on the Thornfield representation, Mr. Ashworth holds knowledge of Thornfield's internal governance structure, board dynamics, organizational operations, financial condition, and legal strategies obtained during the course of that representation. This information was provided to Mr. Ashworth in confidence and is protected by the attorney-client privilege and the duty of confidentiality owed to former clients under Rule 1.9(c) of the Delaware Lawyers' Rules of Professional Conduct and Rule 1.9(c) of the Pennsylvania Rules of Professional Conduct. Although Mr. Ashworth has confirmed that none of this confidential information is material to the WET engagement, the screen ensures that no risk of inadvertent disclosure exists and provides additional structural protection beyond the written conflict waiver obtained from Thornfield's General Counsel.

B. Lydia Chen (Former Associate)

Name: Lydia Chen

Former Title and Office: Associate, Corporate & Governance Practice Group, Wilmington Office, Calderwood & Harkness LLP

Employment Status: No longer employed by the Firm. Ms. Chen departed Calderwood & Harkness LLP in November 2024.

Role in the Thornfield Engagement: Ms. Chen worked on the Thornfield Chancery Court matter under Conrad Ashworth's supervision. Her responsibilities included legal research, drafting of pleadings and memoranda of law, document review, and assistance with deposition preparation. In the course of her work, Ms. Chen had access to confidential client information, including Thornfield board minutes, internal governance memoranda, and privileged attorney-client communications.

Basis for Inclusion in Screen: Although Ms. Chen has departed the Firm and is no longer subject to the Firm's direct supervisory authority, the screen is memorialized with respect to her involvement for purposes of documentation and to ensure that any files, work product, or notes she may have left on the Firm's systems are subject to appropriate access restrictions. The inclusion of Ms. Chen in this screen is intended to ensure the integrity of the informational barrier by confirming that no residual electronic files or work product from the Thornfield engagement can be accessed by the WET engagement team or inadvertently commingled with WET engagement materials.

C. Marcos Rivera (Former Associate)

Name: Marcos Rivera

Former Title and Office: Associate, Corporate & Governance Practice Group, Wilmington Office, Calderwood & Harkness LLP

Employment Status: No longer employed by the Firm. Mr. Rivera departed Calderwood & Harkness LLP in January 2025.

Role in the Thornfield Engagement: Mr. Rivera worked on the Thornfield Chancery Court matter under Conrad Ashworth's supervision. His responsibilities were substantially similar to those of Ms. Chen and included legal research, drafting of discovery responses, review of corporate records and governance documents, and assistance with trial preparation. Mr. Rivera had access to confidential client information throughout his involvement in the matter.

Basis for Inclusion in Screen: The same rationale that applies to Ms. Chen applies to Mr. Rivera. The screen is memorialized with respect to his involvement for file and system integrity purposes. The Firm's IT Security team will review any files, notes, or work product created by Mr. Rivera that remain on firm systems to ensure that such materials are properly sequestered within the closed Thornfield matter file and are not accessible to the WET engagement team.

III. Screen Protocols — Restrictions on Screened Individuals

The following protocols constitute the operative terms of the ethical screen. These restrictions are mandatory and apply with immediate effect as of the date of this memorandum. Compliance is not discretionary. Any violation of these protocols — whether intentional or inadvertent — must be reported immediately in accordance with Section VI of this memorandum.

A. Prohibition on Access to WET Matter Files

Conrad Ashworth shall have no access, whether physical or electronic, to any files, documents, work product, correspondence, or other materials related to the WET engagement, identified under matter number 1040-00001 and client number C-88214. This prohibition is absolute and applies regardless of the format, medium, or location of the materials in question.

Without limiting the generality of the foregoing, this prohibition extends to:

(a) all paper files, whether maintained at the Firm's Philadelphia office, the Firm's Wilmington office, or any other Firm location;

(b) all electronic files stored in the Firm's document management system ("DMS"), including but not limited to documents stored in Stonefield Systems, Vireo Data Systems, or any successor or replacement DMS platform;

(c) all email correspondence sent, received, or stored in connection with the WET engagement, including correspondence stored in individual email accounts, shared mailboxes, and archived folders;

(d) all Aldermere Systems sites, Northgate Data Systems channels, or other collaboration platform workspaces established for the WET engagement;

(e) any external data rooms, virtual data rooms, or file-sharing platforms (including but not limited to Citrix ShareFile, box, and Larkspur Technologies) established for the WET engagement or made available to the WET engagement team by WET or its representatives; and

(f) any handwritten notes, memoranda, or other informal records created by any member of the WET engagement team in connection with the engagement.

All physical files related to the WET engagement shall be maintained in secured locations accessible only to the engagement team — specifically Miriam Calloway, Joel Strauss, Nadia Petrov, and James Underwood — and authorized support staff who have been specifically identified and approved by the Responsible Partner. Physical files shall be stored in designated filing cabinets or storage areas that are clearly labeled as restricted and, where practicable, secured with lock-and-key access. Under no circumstances shall WET engagement files be stored in open or shared filing areas accessible to the general Firm population.

B. Restriction of Electronic Access

Patricia Hwang, Chief Information Security Officer, shall ensure that Conrad Ashworth's user credentials are excluded from all access control lists ("ACLs") for WET matter files in the Firm's DMS. Specifically, the following electronic restrictions shall be implemented:

(i) Mr. Ashworth's Active Directory account and DMS login credentials shall be removed from or denied access to any security group, permission set, or ACL associated with matter number 1040-00001 or client number C-88214;

(ii) Mr. Ashworth shall be excluded from all email distribution lists created for the WET engagement, including any listservs, group aliases, or automated notification lists;

(iii) Mr. Ashworth's access to WET-related billing system entries shall be restricted, such that he is unable to view, query, or generate reports related to matter number 1040-00001 or client number C-88214 in the Firm's billing and financial management systems (including Beaumont Technologies or any successor platform);

(iv) Mr. Ashworth shall be excluded from all Aldermere Systems sites, Northgate Data Systems channels, or other collaboration workspaces associated with the WET engagement; and

(v) Mr. Ashworth shall be excluded from access to any external data rooms or file-sharing platforms established for the WET engagement.

In addition to the foregoing restrictions with respect to Mr. Ashworth, any residual files, notes, or work product created by Lydia Chen or Marcos Rivera during the Thornfield engagement that remain on Firm systems shall be reviewed by the IT Security team under the direction of Patricia Hwang. The purpose of this review is to confirm that such files are not stored in or linked to the WET matter workspace, and that no inadvertent cross-referencing or file association exists between the closed Thornfield matter and the active WET matter. Upon completion of this review, all files identified as pertaining to the Thornfield engagement shall be sequestered within the closed Thornfield matter file (the Thornfield matter having concluded on August 9, 2024 and having been formally closed in the Firm's systems in September 2024). Access to the closed Thornfield matter file shall be restricted to authorized personnel only, as determined by the undersigned in consultation with Catherine Hargrave.

All electronic access restrictions described in this Section III.B shall be implemented within twenty-four (24) hours of the date of this memorandum. Patricia Hwang shall provide written confirmation of implementation to Sylvia Marchetti within the same twenty-four-hour period. This confirmation shall include a summary of the specific technical measures taken to implement the restrictions, including any changes to ACLs, security groups, distribution lists, and system configurations.

C. Exclusion from Meetings and Communications

Conrad Ashworth shall not attend, participate in, or receive invitations to any meetings, conference calls, video conferences, or other communications — whether formal or informal — relating to the WET engagement or any matters involving WET. This restriction applies to all forms of communication, including but not limited to:

(a) scheduled and ad hoc meetings, whether held in person, by telephone, or by videoconference;

(b) practice group meetings, departmental meetings, or firm-wide meetings at which the WET engagement or WET-related matters are discussed;

(d) social events, client entertainment, or other informal settings at which WET engagement matters may be discussed.

Conrad Ashworth shall not be included on any email threads, memoranda distributions, or instant messaging channels (including Northgate Data Systems chats, Meridian Solutions channels, or similar platforms) concerning the WET engagement. Members of the WET engagement team and all other Firm personnel are instructed to take affirmative steps to exclude Mr. Ashworth from any such communications and to verify recipient lists before distributing communications related to the WET engagement.

In the event that Conrad Ashworth inadvertently receives any communication relating to the WET engagement — whether by email, instant message, voice communication, or otherwise — he must take the following steps immediately:

(1) Cease reviewing the communication as soon as the nature of the communication becomes apparent;

(2) Notify Sylvia Marchetti, Conflicts Counsel, of the inadvertent receipt by telephone or in-person communication (not by email to a WET-related distribution list);

(3) Delete the communication without reviewing its contents, to the extent practicable, and permanently remove it from his email account, instant messaging history, or other communication platform; and

(4) Confirm his compliance with the foregoing steps in writing (via email to Sylvia Marchetti) within twenty-four (24) hours of the inadvertent receipt.

D. Exclusion from Billing Entries

Conrad Ashworth shall not record any billable or non-billable time to matter number 1040-00001 or client number C-88214. This prohibition extends to all categories of time entries, including but not limited to research, drafting, client communications, administrative tasks, and supervisory activities. Mr. Ashworth is not authorized to perform any work of any nature on the WET engagement, and any time he may inadvertently spend in connection with the engagement must not be recorded to the WET matter and must be reported to Sylvia Marchetti.

The billing system shall be configured by the Firm's finance department, under the direction of Patricia Hwang and in coordination with Joel Strauss as Billing Partner, to reject any time entries submitted by Conrad Ashworth against the WET matter. This configuration shall take the form of a hard block in the Firm's time entry system (Beaumont Technologies or any successor platform) that prevents Mr. Ashworth's timekeeper number from being associated with matter number 1040-00001 or client number C-88214.

Joel Strauss, as Billing Partner for the WET engagement, shall monitor billing records on a monthly basis to confirm that no time entries have been submitted or recorded by Conrad Ashworth or any other individual subject to this ethical screen. Any anomalies or discrepancies shall be reported immediately to Sylvia Marchetti.

E. Prohibition on Discussion of the Engagement

Conrad Ashworth shall not discuss the WET engagement, any aspect of the WET faculty restructuring matters, the unfair labor practice proceeding before the Pennsylvania Employment Relations Board (Case No. PERB-2026-ULP-0041), the Thornfield-related wage-and-hour dispute involving former WET employees who transferred to Thornfield, or any related topics with any member of the WET engagement team or any other Firm personnel working on WET matters. This prohibition is comprehensive and applies regardless of the setting in which such discussions might occur.

Without limiting the foregoing, this prohibition applies to:

(a) discussions in the office, whether in private offices, conference rooms, common areas, or hallways;

(b) discussions at social events, Firm-sponsored events, client entertainment functions, or bar association gatherings;

(d) discussions via telephone, text message, email, instant messaging, or any other communication medium; and

(e) discussions with third parties — including other attorneys, clients, or consultants — that may involve or touch upon the WET engagement or the Thornfield-WET relationship.

This prohibition does not prevent Conrad Ashworth from discussing general, publicly available information about WET or Thornfield that is not derived from confidential client communications. However, in light of the sensitivity of the matters involved and the importance of maintaining the integrity of the screen, Mr. Ashworth is strongly encouraged to avoid any discussions touching upon WET or the WET engagement, even if the information at issue appears to be publicly available.

F. No Sharing of Thornfield Confidential Information

Conrad Ashworth shall not disclose to any member of the WET engagement team any confidential information obtained during his representation of Thornfield Academy of Sciences, Inc. in the Chancery Court matter, including but not limited to information about:

(a) Thornfield's internal governance structure, bylaws, and governing documents;

(b) Thornfield's board deliberations, board meeting minutes, and board resolutions;

(d) Thornfield's legal strategies, litigation positions, settlement authority, or assessments of litigation risk;

(e) Thornfield's personnel matters, including information about officers, directors, faculty, staff, or contractors;

(f) Thornfield's relationships with donors, grantmakers, regulatory agencies, or accreditation bodies; and

(g) any other information that was communicated to Mr. Ashworth in confidence during the attorney-client relationship with Thornfield or that was developed as part of the Firm's work product in the Thornfield Chancery Matter.

This obligation exists independently of the ethical screen and is required under Rule 1.9(c) of the Delaware Lawyers' Rules of Professional Conduct and Rule 1.9(c) of the Pennsylvania Rules of Professional Conduct, which prohibit a lawyer who has formerly represented a client from revealing information relating to the representation or using such information to the disadvantage of the former client except as the applicable rules would permit or require with respect to a current client. The screen established by this memorandum supplements — but does not supplant — Mr. Ashworth's independent professional obligations under these rules.

IV. Duration of the Ethical Screen

The ethical screen established by this memorandum shall remain in effect for the entire duration of the WET engagement (matter number 1040-00001) and shall continue after the formal conclusion of the engagement until such time as the Firm's Conflicts Counsel determines in writing that the screen may be lifted. The determination to lift the screen shall be made only after a thorough assessment of the circumstances then prevailing, including an evaluation of whether the concerns that gave rise to the screen have been fully resolved and whether any residual risk of prejudice to Thornfield or WET exists.

Any modification or termination of the screen — whether in whole or in part — requires the prior written approval of both Sylvia Marchetti, Conflicts Counsel, and Catherine Hargrave, General Counsel. No other individual, regardless of position or seniority, is authorized to modify, waive, or terminate the screen or any of its provisions. Requests for modification or termination of the screen should be directed to Sylvia Marchetti in writing and should include a detailed explanation of the reasons for the requested change.

In the event that circumstances arise during the pendency of the WET engagement that materially alter the factual predicates upon which the screen was based — including but not limited to the commencement of litigation between Thornfield and WET, a material change in the scope of the WET engagement, or the discovery of previously unknown facts bearing on the conflict analysis — Sylvia Marchetti shall promptly reassess the adequacy of the screen and, if necessary, implement additional measures to ensure continued compliance with the Firm's ethical obligations.

V. Responsibilities of Recipients

Each individual to whom this memorandum is addressed bears specific responsibilities in connection with the implementation, maintenance, and enforcement of the ethical screen. These responsibilities are set forth below and are to be discharged diligently and in good faith.

A. Catherine Hargrave, General Counsel

Catherine Hargrave, in her capacity as General Counsel of Calderwood & Harkness LLP, shall have overall oversight responsibility for ethical compliance with the screen established by this memorandum. Ms. Hargrave is authorized to address any violations or suspected violations of the screen, to direct remedial measures in the event of a breach, and to resolve any questions of interpretation arising under this memorandum. Ms. Hargrave shall be promptly informed of any actual or suspected breach of the screen, and she shall have the authority to direct investigations, impose disciplinary measures, and take such other steps as she deems necessary to protect the interests of the Firm and its clients.

B. Raymond Chu, Director of New Business Intake

Raymond Chu, in his capacity as Director of New Business Intake, shall be responsible for recording the ethical screen in the Firm's conflicts database and new business intake system. Specifically, Mr. Chu shall:

(a) enter a notation in the Firm's conflicts database reflecting the existence of this ethical screen, the identities of the screened individuals, and the matter numbers and client numbers to which the screen applies;

(b) ensure that the screen is flagged for any future matters involving Thornfield Academy of Sciences, Inc., Wyndmere Education Trust, or any entities related to or affiliated with either organization, so that the existence of the screen is brought to the attention of Conflicts Counsel during the intake process for any such future matters; and

(c) coordinate with Sylvia Marchetti to ensure that the conflicts database accurately reflects the current status of the screen at all times.

C. Patricia Hwang, Chief Information Security Officer

Patricia Hwang, in her capacity as Chief Information Security Officer, shall be responsible for the implementation of all electronic access restrictions described in Section III.B of this memorandum. Ms. Hwang's responsibilities include:

(a) directing the IT Security team to implement the specific electronic restrictions identified in Section III.B within twenty-four (24) hours of the date of this memorandum;

(b) providing written confirmation of implementation to Sylvia Marchetti within the same twenty-four-hour period;

(c) conducting periodic audits of access logs to verify that no breaches of the electronic screen have occurred, including unauthorized access to WET matter files by Conrad Ashworth or any other screened individual;

(d) reviewing residual files, notes, or work product created by Lydia Chen or Marcos Rivera during the Thornfield engagement to confirm proper sequestration within the closed Thornfield matter file; and

(e) promptly reporting to Sylvia Marchetti any anomalies, irregularities, or potential breaches identified through the audit process.

D. Engagement Team (Miriam Calloway, Joel Strauss, Nadia Petrov, James Underwood)

All members of the WET engagement team — Miriam Calloway, Joel Strauss, Nadia Petrov, and James Underwood — bear the following responsibilities in connection with the ethical screen:

(a) Awareness: Each member of the engagement team must be fully aware of the existence of the screen, the identity of the screened individuals (Conrad Ashworth, and, for file integrity purposes, former associates Lydia Chen and Marcos Rivera), and the specific restrictions set forth in this memorandum.

(b) Prohibition on Discussion: Each member of the engagement team is obligated to refrain from discussing WET engagement matters with Conrad Ashworth, whether in person, by telephone, by email, by instant message, or by any other means. This obligation applies regardless of whether the discussion is initiated by the engagement team member or by Mr. Ashworth.

(c) Duty to Report: Each member of the engagement team has an affirmative duty to report any inadvertent contact, potential breach, or suspected violation of the screen to Sylvia Marchetti immediately upon becoming aware of such contact, breach, or violation. Reports should be made by telephone or in-person communication in the first instance, followed by written confirmation via email to Sylvia Marchetti.

(d) Recipient Lists: Each member of the engagement team is responsible for verifying the recipient lists of all emails, memoranda, meeting invitations, and other communications related to the WET engagement to ensure that Conrad Ashworth is not included.

(e) Support Staff: Miriam Calloway, as Responsible Partner, shall ensure that any support staff (including paralegals, legal secretaries, project assistants, and contract attorneys) assigned to the WET engagement are informed of the existence of the screen and the identity of the screened individuals, and are instructed to comply with all applicable restrictions.

VI. Monitoring and Compliance

Sylvia Marchetti, Conflicts Counsel, shall conduct a compliance review of the ethical screen on a quarterly basis for the duration of the WET engagement. The first quarterly review shall be conducted on or about May 14, 2026, and subsequent reviews shall follow at approximately three-month intervals thereafter.

Each quarterly compliance review shall include, at a minimum, the following components:

(a) Verification of Electronic Access Restrictions: Sylvia Marchetti shall coordinate with Patricia Hwang to verify that all electronic access restrictions implemented pursuant to Section III.B remain in effect and have not been modified, overridden, or circumvented. This verification shall include a review of current ACLs, security group memberships, and distribution list configurations.

(b) Review of Access Logs: Patricia Hwang shall provide Sylvia Marchetti with a summary of access log data for the WET matter files for the preceding quarter, confirming that no unauthorized access by Conrad Ashworth or any other screened individual has occurred.

(c) Review of Billing Records: Sylvia Marchetti shall review billing records for matter number 1040-00001 for the preceding quarter to confirm that no time entries have been submitted or recorded by Conrad Ashworth or any other individual subject to this ethical screen. Joel Strauss shall cooperate with this review and provide such billing data as Sylvia Marchetti may request.

(d) Inquiry of the Engagement Team: Sylvia Marchetti shall make inquiry of each member of the WET engagement team regarding any inadvertent communications with Conrad Ashworth concerning the WET engagement or any related matters, any potential breaches of the screen, or any other concerns regarding the effectiveness of the screen.

(e) Confirmation from Conrad Ashworth: Sylvia Marchetti shall obtain confirmation from Conrad Ashworth that he has complied with all screen requirements during the preceding quarter, has not accessed any WET matter files, has not participated in any WET-related meetings or communications, has not recorded any time to the WET matter, and has not disclosed any confidential information obtained during the Thornfield representation. This confirmation shall be provided in writing.

Any actual or suspected breach of the screen — at any time, whether or not in connection with a quarterly compliance review — shall be reported immediately to Catherine Hargrave, General Counsel, for investigation and remediation. Ms. Hargrave shall have full authority to investigate the breach, determine the scope and nature of any disclosure, assess the impact on affected clients, and implement appropriate remedial measures. Remedial measures may include, but are not limited to, client notification, disciplinary action, enhanced screening protocols, and, in appropriate circumstances, withdrawal from the WET engagement.

Written records of all compliance reviews shall be maintained in the Firm's conflicts management files. These records shall include the date of the review, the individuals contacted, the information reviewed, the findings of the review, and any corrective actions taken. Compliance review records shall be retained for a period of not less than seven (7) years following the conclusion of the WET engagement, or such longer period as may be required by applicable law, regulation, or professional conduct rules.

VII. Reference Documents

The following documents are referenced in or support the implementation of this Ethical Screen Memorandum. Copies of the following documents have been maintained in the Firm's conflicts management files in connection with matter number 1040-00001:

1. Conflicts Clearance Memorandum re Wyndmere Education Trust (Matter No. 1040-00001), dated February 14, 2026, prepared by Sylvia Marchetti, Conflicts Counsel, Calderwood & Harkness LLP.

2. Written conflict waiver letter from Seamus O'Halloran, General Counsel, Thornfield Academy of Sciences, Inc., dated January 28, 2026, addressed to Calderwood & Harkness LLP, consenting to the Firm's representation of Wyndmere Education Trust in employment-law advisory and litigation matters.

3. Confirmation from Conrad Ashworth regarding the absence of material confidential information obtained during the Thornfield representation that is relevant to the WET engagement, as referenced in the Conflicts Clearance Memorandum of even date.

4. Delaware Lawyers' Rules of Professional Conduct, Rules 1.9 (Duties to Former Clients) and 1.10 (Imputation of Conflicts of Interest: General Rule).

5. Pennsylvania Rules of Professional Conduct, Rules 1.9 (Duties to Former Clients) and 1.10 (Imputation of Conflicts of Interest: General Rule).

These reference documents are available for review by any individual named in this memorandum upon request to the undersigned.

VIII. Acknowledgment and Signature block

A. Acknowledgment by Conrad Ashworth

I, Conrad Ashworth, acknowledge that I have received, read, and understand the terms of this Ethical Screen Memorandum, dated February 14, 2026, concerning the engagement of Wyndmere Education Trust (Matter No. 1040-00001; Client No. C-88214). I agree to comply fully with all restrictions and obligations set forth herein, including but not limited to the prohibitions on access to WET matter files, electronic access restrictions, exclusion from meetings and communications, exclusion from billing entries, prohibition on discussion of the engagement, and the obligation not to share confidential information obtained during the Thornfield Academy of Sciences, Inc. representation.

I confirm that I have not disclosed, and will not disclose, any confidential information obtained during my representation of Thornfield Academy of Sciences, Inc. to any member of the Wyndmere Education Trust engagement team or any other person not authorized to receive such information. I understand that any violation of this screen may result in disciplinary action and may have serious consequences for the Firm and its clients.

I understand that this screen shall remain in effect for the entire duration of the WET engagement and thereafter until Conflicts Counsel determines in writing that the screen may be lifted, and that any modification or termination of the screen requires the prior written approval of Sylvia Marchetti and Catherine Hargrave.

ACKNOWLEDGED AND AGREED:

By: ________

Name: Conrad Ashworth

Title: Partner, Corporate & Governance Practice Group, Wilmington Office

Calderwood & Harkness LLP

Date: ________

B. Issued by Conflicts Counsel

This Ethical Screen Memorandum is issued by the undersigned in her capacity as Conflicts Counsel for Calderwood & Harkness LLP, effective as of the date first written above.

ISSUED BY:

By: ________

Name: Sylvia Marchetti

Title: Conflicts Counsel

Calderwood & Harkness LLP

Date: February 14, 2026

IX. Distribution List

This memorandum has been distributed to the following individuals. Each recipient is instructed to retain a copy of this memorandum in a secure location and to treat the memorandum as confidential attorney-client privileged and attorney work product.

A copy of this memorandum has also been placed in the Firm Conflicts Management File for matter number 1040-00001 (Wyndmere Education Trust).

END OF MEMORANDUM

CONFIDENTIAL — ATTORNEY-CLIENT PRIVILEGED / ATTORNEY WORK PRODUCT. This memorandum and its contents are intended solely for the use of the individuals to whom it is addressed and are not to be disclosed, copied, or distributed to any other person without the prior written consent of the Office of General Counsel. Any unauthorized disclosure may constitute a violation of the Firm's professional obligations and applicable rules of professional conduct.

Recipient	Title / Role	Office
Catherine Hargrave	General Counsel, Calderwood & Harkness LLP	Philadelphia
Raymond Chu	Director of New Business Intake, Calderwood & Harkness LLP	Philadelphia
Patricia Hwang	Chief Information Security Officer, Calderwood & Harkness LLP	Philadelphia
Miriam Calloway	Responsible Partner, Healthcare & Life Sciences Practice Group	Philadelphia
Joel Strauss	Billing Partner, Healthcare & Life Sciences Practice Group	Philadelphia
Nadia Petrov	Lead Associate, Labor & Employment Practice Group	Philadelphia
James Underwood	Working Associate, Labor & Employment Practice Group	Philadelphia
Conrad Ashworth	Partner, Corporate & Governance Practice Group (for acknowledgment)	Wilmington

CALDERWOOD & HARKNESS LLP Attorneys at Law 600 Market Street, Suite 4200 Philadelphia, PA 19106 Telephone: (215) 555-7800 | Facsimile: (215) 555-7801 www.calderwoodharkness.com
CONFIDENTIAL — ATTORNEY-CLIENT PRIVILEGED / ATTORNEY WORK PRODUCT
ETHICAL SCREEN MEMORANDUM
TO:
Catherine Hargrave, General Counsel, Calderwood & Harkness LLP
Raymond Chu, Director of New Business Intake, Calderwood & Harkness LLP
Patricia Hwang, Chief Information Security Officer, Calderwood & Harkness LLP
Miriam Calloway, Responsible Partner (WET Engagement)
Joel Strauss, Billing Partner (WET Engagement)
Nadia Petrov, Lead Associate (WET Engagement)
James Underwood, Working Associate (WET Engagement)
FROM: Sylvia Marchetti, Conflicts Counsel, Calderwood & Harkness LLP
DATE: February 14, 2026
RE: Implementation of Formal Ethical Screen — Thornfield Academy of Sciences, Inc. / Wyndmere Education Trust Engagement (Matter No. 1040-00001; Client No. C-88214)
Right-click to update Table of Contents
I. Purpose and Background
This memorandum implements the formal ethical screen recommended in the Conflicts Clearance Memorandum of even date (February 14, 2026) in connection with Calderwood & Harkness LLP's ("C&H" or the "Firm") engagement by the Wyndmere Education Trust ("WET") for employment-law advisory and litigation matters arising from WET's faculty restructuring plan. The purpose of this memorandum is to set forth the precise contours of the screen, identify the individuals who are subject to its restrictions, describe the specific protocols that must be observed by all affected personnel, and establish mechanisms for ongoing monitoring and enforcement. This memorandum is binding upon all individuals named herein and constitutes a directive of the Firm's Office of General Counsel.
The WET engagement has been assigned C&H matter number 1040-00001 and client number C-88214. The engagement was formally opened on February 10, 2026. Miriam Calloway, Partner, Healthcare & Life Sciences Practice Group, serves as the Responsible Partner for the engagement, and Joel Strauss, also a Partner in the Healthcare & Life Sciences Practice Group, serves as the Billing Partner. The lead associate on the engagement is Nadia Petrov of the Labor & Employment Practice Group, and the working associate is James Underwood, also of the Labor & Employment Practice Group.
The ethical screen implemented by this memorandum is necessitated by the Firm's prior representation of Thornfield Academy of Sciences, Inc. ("Thornfield"), a Pennsylvania nonprofit corporation headquartered at 2250 Arch Street, Philadelphia, PA 19103. Specifically, the Firm's Wilmington, Delaware office represented Thornfield in a governance dispute litigated before the Court of Chancery of the State of Delaware, styled In re Thornfield Academy of Sciences, Inc. Governance Litigation, Case No. 2023-0847-SG (the "Thornfield Chancery Matter"). The Firm's representation in the Thornfield Chancery Matter commenced in March 2023 and concluded in August 2024, upon entry of a consent order on August 9, 2024, resolving all claims among the parties.
The lead partner on the Thornfield Chancery Matter was Conrad Ashworth, Partner, Corporate & Governance Practice Group, Wilmington office. Mr. Ashworth was primarily responsible for strategic direction, client communications, and courtroom appearances throughout the duration of the representation. The working associates on the Thornfield Chancery Matter were Lydia Chen and Marcos Rivera, both of whom were associates in the Corporate & Governance Practice Group in the Wilmington office. Both Ms. Chen and Mr. Rivera have since departed the Firm: Ms. Chen left C&H in November 2024, and Mr. Rivera departed in January 2025. Neither individual is currently employed by the Firm.
The relationship between Thornfield and WET is central to the necessity of this screen. Thornfield and WET were formerly affiliated through a Joint Educational Services Agreement dated September 1, 2018 (the "JESA"), pursuant to which the two institutions shared certain administrative services, faculty exchange programs, and educational resources. Thornfield formally severed its affiliation with WET effective June 30, 2022, following a period of disagreement regarding governance, resource allocation, and strategic direction. Since the termination of the JESA, Thornfield has operated as a fully independent entity with no continuing organizational, financial, or governance ties to WET.
The implementation of this screen is further warranted by the fact that Thornfield is now potentially adverse to WET in connection with a pending wage-and-hour dispute involving former WET employees who transferred to Thornfield during the period of affiliation under the JESA. The dispute concerns, among other things, the allocation of liability for unpaid wages, overtime compensation, and benefits accrued during the transition period. Thornfield's outside counsel in employment-related disputes is Bracken, Lowe & Hartsfield LLP, with Victoria Bracken serving as lead partner. Bracken, Lowe & Hartsfield LLP is located at 1700 JFK Boulevard, Suite 2800, Philadelphia, PA 19103.
In connection with the conflicts analysis conducted prior to the opening of the WET engagement, Conrad Ashworth was interviewed by the undersigned and confirmed that no confidential information obtained during his representation of Thornfield in the Chancery Court matter is material to the proposed WET representation. Mr. Ashworth stated that the Thornfield Chancery Matter concerned exclusively matters of internal governance, board composition, and fiduciary obligations among Thornfield's directors and officers, and that the subject matter of the WET engagement — employment law and faculty restructuring — is wholly distinct from the issues addressed in the Thornfield Chancery Matter.
Additionally, Thornfield's in-house General Counsel, Seamus O'Halloran, provided a written waiver of any objection to C&H's representation of WET, dated January 28, 2026. Mr. O'Halloran's waiver letter was obtained by Conrad Ashworth at the request of the undersigned and has been reviewed by the Office of General Counsel. The waiver is unconditional and expressly acknowledges that C&H's representation of WET may involve matters in which WET's interests are adverse to those of Thornfield.
No current C&H engagement exists with Thornfield. The Thornfield Chancery Matter is closed and has been marked as such in the Firm's records since September 2024. No other C&H engagement — past or present — has involved Thornfield or any of its affiliates, subsidiaries, or related entities.
Notwithstanding the existence of the written conflict waiver and Mr. Ashworth's confirmation regarding the absence of material confidential information, the ethical screen set forth in this memorandum is implemented out of an abundance of caution and in accordance with the Delaware Lawyers' Rules of Professional Conduct (particularly Rules 1.9 and 1.10) and the Pennsylvania Rules of Professional Conduct (particularly Rules 1.9 and 1.10). These rules govern the obligations of attorneys and law firms with respect to duties owed to former clients, the imputation of conflicts of interest, and the conditions under which screening may be employed to permit a firm to undertake a representation notwithstanding a disqualifying conflict attributable to one of its lawyers. The screen is designed to ensure complete informational isolation between the personnel who were involved in the Thornfield representation and the personnel who are staffed on the WET engagement, and to provide a robust, documented framework for ongoing compliance.
II. Individuals Subject to the Ethical Screen
The following individuals are subject to the ethical screen established by this memorandum. Each individual is identified by name, position, current employment status, role in the Thornfield Chancery Matter, and the basis for inclusion in the screen.
A. Conrad Ashworth
Name: Conrad Ashworth
Title and Office: Partner, Corporate & Governance Practice Group, Wilmington Office, Calderwood & Harkness LLP
Employment Status: Currently employed at the Firm
Role in the Thornfield Engagement: Mr. Ashworth served as lead partner on the Thornfield Chancery Court matter (Case No. 2023-0847-SG) from March 2023 through August 2024. In that capacity, he was responsible for overall matter strategy, client relationship management, direction of all litigation activities, and direct communication with Thornfield's officers and board of directors. He appeared before Vice Chancellor Glasscock on multiple occasions and participated in all substantive settlement discussions that led to the entry of the consent order on August 9, 2024.
Basis for Inclusion in Screen: As the lead partner on the Thornfield representation, Mr. Ashworth holds knowledge of Thornfield's internal governance structure, board dynamics, organizational operations, financial condition, and legal strategies obtained during the course of that representation. This information was provided to Mr. Ashworth in confidence and is protected by the attorney-client privilege and the duty of confidentiality owed to former clients under Rule 1.9(c) of the Delaware Lawyers' Rules of Professional Conduct and Rule 1.9(c) of the Pennsylvania Rules of Professional Conduct. Although Mr. Ashworth has confirmed that none of this confidential information is material to the WET engagement, the screen ensures that no risk of inadvertent disclosure exists and provides additional structural protection beyond the written conflict waiver obtained from Thornfield's General Counsel.
B. Lydia Chen (Former Associate)
Name: Lydia Chen
Former Title and Office: Associate, Corporate & Governance Practice Group, Wilmington Office, Calderwood & Harkness LLP
Employment Status: No longer employed by the Firm. Ms. Chen departed Calderwood & Harkness LLP in November 2024.
Role in the Thornfield Engagement: Ms. Chen worked on the Thornfield Chancery Court matter under Conrad Ashworth's supervision. Her responsibilities included legal research, drafting of pleadings and memoranda of law, document review, and assistance with deposition preparation. In the course of her work, Ms. Chen had access to confidential client information, including Thornfield board minutes, internal governance memoranda, and privileged attorney-client communications.
Basis for Inclusion in Screen: Although Ms. Chen has departed the Firm and is no longer subject to the Firm's direct supervisory authority, the screen is memorialized with respect to her involvement for purposes of documentation and to ensure that any files, work product, or notes she may have left on the Firm's systems are subject to appropriate access restrictions. The inclusion of Ms. Chen in this screen is intended to ensure the integrity of the informational barrier by confirming that no residual electronic files or work product from the Thornfield engagement can be accessed by the WET engagement team or inadvertently commingled with WET engagement materials.
C. Marcos Rivera (Former Associate)
Name: Marcos Rivera
Former Title and Office: Associate, Corporate & Governance Practice Group, Wilmington Office, Calderwood & Harkness LLP
Employment Status: No longer employed by the Firm. Mr. Rivera departed Calderwood & Harkness LLP in January 2025.
Role in the Thornfield Engagement: Mr. Rivera worked on the Thornfield Chancery Court matter under Conrad Ashworth's supervision. His responsibilities were substantially similar to those of Ms. Chen and included legal research, drafting of discovery responses, review of corporate records and governance documents, and assistance with trial preparation. Mr. Rivera had access to confidential client information throughout his involvement in the matter.
Basis for Inclusion in Screen: The same rationale that applies to Ms. Chen applies to Mr. Rivera. The screen is memorialized with respect to his involvement for file and system integrity purposes. The Firm's IT Security team will review any files, notes, or work product created by Mr. Rivera that remain on firm systems to ensure that such materials are properly sequestered within the closed Thornfield matter file and are not accessible to the WET engagement team.
III. Screen Protocols — Restrictions on Screened Individuals
The following protocols constitute the operative terms of the ethical screen. These restrictions are mandatory and apply with immediate effect as of the date of this memorandum. Compliance is not discretionary. Any violation of these protocols — whether intentional or inadvertent — must be reported immediately in accordance with Section VI of this memorandum.
A. Prohibition on Access to WET Matter Files
Conrad Ashworth shall have no access, whether physical or electronic, to any files, documents, work product, correspondence, or other materials related to the WET engagement, identified under matter number 1040-00001 and client number C-88214. This prohibition is absolute and applies regardless of the format, medium, or location of the materials in question.
Without limiting the generality of the foregoing, this prohibition extends to:
(a) all paper files, whether maintained at the Firm's Philadelphia office, the Firm's Wilmington office, or any other Firm location;
(b) all electronic files stored in the Firm's document management system ("DMS"), including but not limited to documents stored in Stonefield Systems, Vireo Data Systems, or any successor or replacement DMS platform;
(c) all email correspondence sent, received, or stored in connection with the WET engagement, including correspondence stored in individual email accounts, shared mailboxes, and archived folders;
(d) all Aldermere Systems sites, Northgate Data Systems channels, or other collaboration platform workspaces established for the WET engagement;
(e) any external data rooms, virtual data rooms, or file-sharing platforms (including but not limited to Citrix ShareFile, box, and Larkspur Technologies) established for the WET engagement or made available to the WET engagement team by WET or its representatives; and
(f) any handwritten notes, memoranda, or other informal records created by any member of the WET engagement team in connection with the engagement.
All physical files related to the WET engagement shall be maintained in secured locations accessible only to the engagement team — specifically Miriam Calloway, Joel Strauss, Nadia Petrov, and James Underwood — and authorized support staff who have been specifically identified and approved by the Responsible Partner. Physical files shall be stored in designated filing cabinets or storage areas that are clearly labeled as restricted and, where practicable, secured with lock-and-key access. Under no circumstances shall WET engagement files be stored in open or shared filing areas accessible to the general Firm population.
B. Restriction of Electronic Access
Patricia Hwang, Chief Information Security Officer, shall ensure that Conrad Ashworth's user credentials are excluded from all access control lists ("ACLs") for WET matter files in the Firm's DMS. Specifically, the following electronic restrictions shall be implemented:
(i) Mr. Ashworth's Active Directory account and DMS login credentials shall be removed from or denied access to any security group, permission set, or ACL associated with matter number 1040-00001 or client number C-88214;
(ii) Mr. Ashworth shall be excluded from all email distribution lists created for the WET engagement, including any listservs, group aliases, or automated notification lists;
(iii) Mr. Ashworth's access to WET-related billing system entries shall be restricted, such that he is unable to view, query, or generate reports related to matter number 1040-00001 or client number C-88214 in the Firm's billing and financial management systems (including Beaumont Technologies or any successor platform);
(iv) Mr. Ashworth shall be excluded from all Aldermere Systems sites, Northgate Data Systems channels, or other collaboration workspaces associated with the WET engagement; and
(v) Mr. Ashworth shall be excluded from access to any external data rooms or file-sharing platforms established for the WET engagement.
In addition to the foregoing restrictions with respect to Mr. Ashworth, any residual files, notes, or work product created by Lydia Chen or Marcos Rivera during the Thornfield engagement that remain on Firm systems shall be reviewed by the IT Security team under the direction of Patricia Hwang. The purpose of this review is to confirm that such files are not stored in or linked to the WET matter workspace, and that no inadvertent cross-referencing or file association exists between the closed Thornfield matter and the active WET matter. Upon completion of this review, all files identified as pertaining to the Thornfield engagement shall be sequestered within the closed Thornfield matter file (the Thornfield matter having concluded on August 9, 2024 and having been formally closed in the Firm's systems in September 2024). Access to the closed Thornfield matter file shall be restricted to authorized personnel only, as determined by the undersigned in consultation with Catherine Hargrave.
All electronic access restrictions described in this Section III.B shall be implemented within twenty-four (24) hours of the date of this memorandum. Patricia Hwang shall provide written confirmation of implementation to Sylvia Marchetti within the same twenty-four-hour period. This confirmation shall include a summary of the specific technical measures taken to implement the restrictions, including any changes to ACLs, security groups, distribution lists, and system configurations.
C. Exclusion from Meetings and Communications
Conrad Ashworth shall not attend, participate in, or receive invitations to any meetings, conference calls, video conferences, or other communications — whether formal or informal — relating to the WET engagement or any matters involving WET. This restriction applies to all forms of communication, including but not limited to:
(a) scheduled and ad hoc meetings, whether held in person, by telephone, or by videoconference;
(b) practice group meetings, departmental meetings, or firm-wide meetings at which the WET engagement or WET-related matters are discussed;
(c) client pitches, proposals, or business development discussions involving WET or any entity affiliated with WET; and
(d) social events, client entertainment, or other informal settings at which WET engagement matters may be discussed.
Conrad Ashworth shall not be included on any email threads, memoranda distributions, or instant messaging channels (including Northgate Data Systems chats, Meridian Solutions channels, or similar platforms) concerning the WET engagement. Members of the WET engagement team and all other Firm personnel are instructed to take affirmative steps to exclude Mr. Ashworth from any such communications and to verify recipient lists before distributing communications related to the WET engagement.
In the event that Conrad Ashworth inadvertently receives any communication relating to the WET engagement — whether by email, instant message, voice communication, or otherwise — he must take the following steps immediately:
(1) Cease reviewing the communication as soon as the nature of the communication becomes apparent;
(2) Notify Sylvia Marchetti, Conflicts Counsel, of the inadvertent receipt by telephone or in-person communication (not by email to a WET-related distribution list);
(3) Delete the communication without reviewing its contents, to the extent practicable, and permanently remove it from his email account, instant messaging history, or other communication platform; and
(4) Confirm his compliance with the foregoing steps in writing (via email to Sylvia Marchetti) within twenty-four (24) hours of the inadvertent receipt.
D. Exclusion from Billing Entries
Conrad Ashworth shall not record any billable or non-billable time to matter number 1040-00001 or client number C-88214. This prohibition extends to all categories of time entries, including but not limited to research, drafting, client communications, administrative tasks, and supervisory activities. Mr. Ashworth is not authorized to perform any work of any nature on the WET engagement, and any time he may inadvertently spend in connection with the engagement must not be recorded to the WET matter and must be reported to Sylvia Marchetti.
The billing system shall be configured by the Firm's finance department, under the direction of Patricia Hwang and in coordination with Joel Strauss as Billing Partner, to reject any time entries submitted by Conrad Ashworth against the WET matter. This configuration shall take the form of a hard block in the Firm's time entry system (Beaumont Technologies or any successor platform) that prevents Mr. Ashworth's timekeeper number from being associated with matter number 1040-00001 or client number C-88214.
Joel Strauss, as Billing Partner for the WET engagement, shall monitor billing records on a monthly basis to confirm that no time entries have been submitted or recorded by Conrad Ashworth or any other individual subject to this ethical screen. Any anomalies or discrepancies shall be reported immediately to Sylvia Marchetti.
E. Prohibition on Discussion of the Engagement
Conrad Ashworth shall not discuss the WET engagement, any aspect of the WET faculty restructuring matters, the unfair labor practice proceeding before the Pennsylvania Employment Relations Board (Case No. PERB-2026-ULP-0041), the Thornfield-related wage-and-hour dispute involving former WET employees who transferred to Thornfield, or any related topics with any member of the WET engagement team or any other Firm personnel working on WET matters. This prohibition is comprehensive and applies regardless of the setting in which such discussions might occur.
Without limiting the foregoing, this prohibition applies to:
(a) discussions in the office, whether in private offices, conference rooms, common areas, or hallways;
(b) discussions at social events, Firm-sponsored events, client entertainment functions, or bar association gatherings;
(c) discussions at professional conferences, continuing legal education seminars, or industry events;
(d) discussions via telephone, text message, email, instant messaging, or any other communication medium; and
(e) discussions with third parties — including other attorneys, clients, or consultants — that may involve or touch upon the WET engagement or the Thornfield-WET relationship.
This prohibition does not prevent Conrad Ashworth from discussing general, publicly available information about WET or Thornfield that is not derived from confidential client communications. However, in light of the sensitivity of the matters involved and the importance of maintaining the integrity of the screen, Mr. Ashworth is strongly encouraged to avoid any discussions touching upon WET or the WET engagement, even if the information at issue appears to be publicly available.
F. No Sharing of Thornfield Confidential Information
Conrad Ashworth shall not disclose to any member of the WET engagement team any confidential information obtained during his representation of Thornfield Academy of Sciences, Inc. in the Chancery Court matter, including but not limited to information about:
(a) Thornfield's internal governance structure, bylaws, and governing documents;
(b) Thornfield's board deliberations, board meeting minutes, and board resolutions;
(c) Thornfield's financial condition, budget, revenue, endowment, or financial projections;
(d) Thornfield's legal strategies, litigation positions, settlement authority, or assessments of litigation risk;
(e) Thornfield's personnel matters, including information about officers, directors, faculty, staff, or contractors;
(f) Thornfield's relationships with donors, grantmakers, regulatory agencies, or accreditation bodies; and
(g) any other information that was communicated to Mr. Ashworth in confidence during the attorney-client relationship with Thornfield or that was developed as part of the Firm's work product in the Thornfield Chancery Matter.
This obligation exists independently of the ethical screen and is required under Rule 1.9(c) of the Delaware Lawyers' Rules of Professional Conduct and Rule 1.9(c) of the Pennsylvania Rules of Professional Conduct, which prohibit a lawyer who has formerly represented a client from revealing information relating to the representation or using such information to the disadvantage of the former client except as the applicable rules would permit or require with respect to a current client. The screen established by this memorandum supplements — but does not supplant — Mr. Ashworth's independent professional obligations under these rules.
IV. Duration of the Ethical Screen
The ethical screen established by this memorandum shall remain in effect for the entire duration of the WET engagement (matter number 1040-00001) and shall continue after the formal conclusion of the engagement until such time as the Firm's Conflicts Counsel determines in writing that the screen may be lifted. The determination to lift the screen shall be made only after a thorough assessment of the circumstances then prevailing, including an evaluation of whether the concerns that gave rise to the screen have been fully resolved and whether any residual risk of prejudice to Thornfield or WET exists.
Any modification or termination of the screen — whether in whole or in part — requires the prior written approval of both Sylvia Marchetti, Conflicts Counsel, and Catherine Hargrave, General Counsel. No other individual, regardless of position or seniority, is authorized to modify, waive, or terminate the screen or any of its provisions. Requests for modification or termination of the screen should be directed to Sylvia Marchetti in writing and should include a detailed explanation of the reasons for the requested change.
In the event that circumstances arise during the pendency of the WET engagement that materially alter the factual predicates upon which the screen was based — including but not limited to the commencement of litigation between Thornfield and WET, a material change in the scope of the WET engagement, or the discovery of previously unknown facts bearing on the conflict analysis — Sylvia Marchetti shall promptly reassess the adequacy of the screen and, if necessary, implement additional measures to ensure continued compliance with the Firm's ethical obligations.
V. Responsibilities of Recipients
Each individual to whom this memorandum is addressed bears specific responsibilities in connection with the implementation, maintenance, and enforcement of the ethical screen. These responsibilities are set forth below and are to be discharged diligently and in good faith.
A. Catherine Hargrave, General Counsel
Catherine Hargrave, in her capacity as General Counsel of Calderwood & Harkness LLP, shall have overall oversight responsibility for ethical compliance with the screen established by this memorandum. Ms. Hargrave is authorized to address any violations or suspected violations of the screen, to direct remedial measures in the event of a breach, and to resolve any questions of interpretation arising under this memorandum. Ms. Hargrave shall be promptly informed of any actual or suspected breach of the screen, and she shall have the authority to direct investigations, impose disciplinary measures, and take such other steps as she deems necessary to protect the interests of the Firm and its clients.
B. Raymond Chu, Director of New Business Intake
Raymond Chu, in his capacity as Director of New Business Intake, shall be responsible for recording the ethical screen in the Firm's conflicts database and new business intake system. Specifically, Mr. Chu shall:
(a) enter a notation in the Firm's conflicts database reflecting the existence of this ethical screen, the identities of the screened individuals, and the matter numbers and client numbers to which the screen applies;
(b) ensure that the screen is flagged for any future matters involving Thornfield Academy of Sciences, Inc., Wyndmere Education Trust, or any entities related to or affiliated with either organization, so that the existence of the screen is brought to the attention of Conflicts Counsel during the intake process for any such future matters; and
(c) coordinate with Sylvia Marchetti to ensure that the conflicts database accurately reflects the current status of the screen at all times.
C. Patricia Hwang, Chief Information Security Officer
Patricia Hwang, in her capacity as Chief Information Security Officer, shall be responsible for the implementation of all electronic access restrictions described in Section III.B of this memorandum. Ms. Hwang's responsibilities include:
(a) directing the IT Security team to implement the specific electronic restrictions identified in Section III.B within twenty-four (24) hours of the date of this memorandum;
(b) providing written confirmation of implementation to Sylvia Marchetti within the same twenty-four-hour period;
(c) conducting periodic audits of access logs to verify that no breaches of the electronic screen have occurred, including unauthorized access to WET matter files by Conrad Ashworth or any other screened individual;
(d) reviewing residual files, notes, or work product created by Lydia Chen or Marcos Rivera during the Thornfield engagement to confirm proper sequestration within the closed Thornfield matter file; and
(e) promptly reporting to Sylvia Marchetti any anomalies, irregularities, or potential breaches identified through the audit process.
D. Engagement Team (Miriam Calloway, Joel Strauss, Nadia Petrov, James Underwood)
All members of the WET engagement team — Miriam Calloway, Joel Strauss, Nadia Petrov, and James Underwood — bear the following responsibilities in connection with the ethical screen:
(a) Awareness: Each member of the engagement team must be fully aware of the existence of the screen, the identity of the screened individuals (Conrad Ashworth, and, for file integrity purposes, former associates Lydia Chen and Marcos Rivera), and the specific restrictions set forth in this memorandum.
(b) Prohibition on Discussion: Each member of the engagement team is obligated to refrain from discussing WET engagement matters with Conrad Ashworth, whether in person, by telephone, by email, by instant message, or by any other means. This obligation applies regardless of whether the discussion is initiated by the engagement team member or by Mr. Ashworth.
(c) Duty to Report: Each member of the engagement team has an affirmative duty to report any inadvertent contact, potential breach, or suspected violation of the screen to Sylvia Marchetti immediately upon becoming aware of such contact, breach, or violation. Reports should be made by telephone or in-person communication in the first instance, followed by written confirmation via email to Sylvia Marchetti.
(d) Recipient Lists: Each member of the engagement team is responsible for verifying the recipient lists of all emails, memoranda, meeting invitations, and other communications related to the WET engagement to ensure that Conrad Ashworth is not included.
(e) Support Staff: Miriam Calloway, as Responsible Partner, shall ensure that any support staff (including paralegals, legal secretaries, project assistants, and contract attorneys) assigned to the WET engagement are informed of the existence of the screen and the identity of the screened individuals, and are instructed to comply with all applicable restrictions.
VI. Monitoring and Compliance
Sylvia Marchetti, Conflicts Counsel, shall conduct a compliance review of the ethical screen on a quarterly basis for the duration of the WET engagement. The first quarterly review shall be conducted on or about May 14, 2026, and subsequent reviews shall follow at approximately three-month intervals thereafter.
Each quarterly compliance review shall include, at a minimum, the following components:
(a) Verification of Electronic Access Restrictions: Sylvia Marchetti shall coordinate with Patricia Hwang to verify that all electronic access restrictions implemented pursuant to Section III.B remain in effect and have not been modified, overridden, or circumvented. This verification shall include a review of current ACLs, security group memberships, and distribution list configurations.
(b) Review of Access Logs: Patricia Hwang shall provide Sylvia Marchetti with a summary of access log data for the WET matter files for the preceding quarter, confirming that no unauthorized access by Conrad Ashworth or any other screened individual has occurred.
(c) Review of Billing Records: Sylvia Marchetti shall review billing records for matter number 1040-00001 for the preceding quarter to confirm that no time entries have been submitted or recorded by Conrad Ashworth or any other individual subject to this ethical screen. Joel Strauss shall cooperate with this review and provide such billing data as Sylvia Marchetti may request.
(d) Inquiry of the Engagement Team: Sylvia Marchetti shall make inquiry of each member of the WET engagement team regarding any inadvertent communications with Conrad Ashworth concerning the WET engagement or any related matters, any potential breaches of the screen, or any other concerns regarding the effectiveness of the screen.
(e) Confirmation from Conrad Ashworth: Sylvia Marchetti shall obtain confirmation from Conrad Ashworth that he has complied with all screen requirements during the preceding quarter, has not accessed any WET matter files, has not participated in any WET-related meetings or communications, has not recorded any time to the WET matter, and has not disclosed any confidential information obtained during the Thornfield representation. This confirmation shall be provided in writing.
Any actual or suspected breach of the screen — at any time, whether or not in connection with a quarterly compliance review — shall be reported immediately to Catherine Hargrave, General Counsel, for investigation and remediation. Ms. Hargrave shall have full authority to investigate the breach, determine the scope and nature of any disclosure, assess the impact on affected clients, and implement appropriate remedial measures. Remedial measures may include, but are not limited to, client notification, disciplinary action, enhanced screening protocols, and, in appropriate circumstances, withdrawal from the WET engagement.
Written records of all compliance reviews shall be maintained in the Firm's conflicts management files. These records shall include the date of the review, the individuals contacted, the information reviewed, the findings of the review, and any corrective actions taken. Compliance review records shall be retained for a period of not less than seven (7) years following the conclusion of the WET engagement, or such longer period as may be required by applicable law, regulation, or professional conduct rules.
VII. Reference Documents
The following documents are referenced in or support the implementation of this Ethical Screen Memorandum. Copies of the following documents have been maintained in the Firm's conflicts management files in connection with matter number 1040-00001:
1.  Conflicts Clearance Memorandum re Wyndmere Education Trust (Matter No. 1040-00001), dated February 14, 2026, prepared by Sylvia Marchetti, Conflicts Counsel, Calderwood & Harkness LLP.
2.  Written conflict waiver letter from Seamus O'Halloran, General Counsel, Thornfield Academy of Sciences, Inc., dated January 28, 2026, addressed to Calderwood & Harkness LLP, consenting to the Firm's representation of Wyndmere Education Trust in employment-law advisory and litigation matters.
3.  Confirmation from Conrad Ashworth regarding the absence of material confidential information obtained during the Thornfield representation that is relevant to the WET engagement, as referenced in the Conflicts Clearance Memorandum of even date.
4.  Delaware Lawyers' Rules of Professional Conduct, Rules 1.9 (Duties to Former Clients) and 1.10 (Imputation of Conflicts of Interest: General Rule).
5.  Pennsylvania Rules of Professional Conduct, Rules 1.9 (Duties to Former Clients) and 1.10 (Imputation of Conflicts of Interest: General Rule).
These reference documents are available for review by any individual named in this memorandum upon request to the undersigned.
VIII. Acknowledgment and Signature block
A. Acknowledgment by Conrad Ashworth
I, Conrad Ashworth, acknowledge that I have received, read, and understand the terms of this Ethical Screen Memorandum, dated February 14, 2026, concerning the engagement of Wyndmere Education Trust (Matter No. 1040-00001; Client No. C-88214). I agree to comply fully with all restrictions and obligations set forth herein, including but not limited to the prohibitions on access to WET matter files, electronic access restrictions, exclusion from meetings and communications, exclusion from billing entries, prohibition on discussion of the engagement, and the obligation not to share confidential information obtained during the Thornfield Academy of Sciences, Inc. representation.
I confirm that I have not disclosed, and will not disclose, any confidential information obtained during my representation of Thornfield Academy of Sciences, Inc. to any member of the Wyndmere Education Trust engagement team or any other person not authorized to receive such information. I understand that any violation of this screen may result in disciplinary action and may have serious consequences for the Firm and its clients.
I understand that this screen shall remain in effect for the entire duration of the WET engagement and thereafter until Conflicts Counsel determines in writing that the screen may be lifted, and that any modification or termination of the screen requires the prior written approval of Sylvia Marchetti and Catherine Hargrave.
ACKNOWLEDGED AND AGREED:
By: ________
Name: Conrad Ashworth
Title: Partner, Corporate & Governance Practice Group, Wilmington Office
Calderwood & Harkness LLP
Date: ________
B. Issued by Conflicts Counsel
This Ethical Screen Memorandum is issued by the undersigned in her capacity as Conflicts Counsel for Calderwood & Harkness LLP, effective as of the date first written above.
ISSUED BY:
By: ________
Name: Sylvia Marchetti
Title: Conflicts Counsel
Calderwood & Harkness LLP
Date: February 14, 2026
IX. Distribution List
This memorandum has been distributed to the following individuals. Each recipient is instructed to retain a copy of this memorandum in a secure location and to treat the memorandum as confidential attorney-client privileged and attorney work product.
A copy of this memorandum has also been placed in the Firm Conflicts Management File for matter number 1040-00001 (Wyndmere Education Trust).
END OF MEMORANDUM
CONFIDENTIAL — ATTORNEY-CLIENT PRIVILEGED / ATTORNEY WORK PRODUCT. This memorandum and its contents are intended solely for the use of the individuals to whom it is addressed and are not to be disclosed, copied, or distributed to any other person without the prior written consent of the Office of General Counsel. Any unauthorized disclosure may constitute a violation of the Firm's professional obligations and applicable rules of professional conduct.
Recipient | Title / Role | Office
Catherine Hargrave | General Counsel, Calderwood & Harkness LLP | Philadelphia
Raymond Chu | Director of New Business Intake, Calderwood & Harkness LLP | Philadelphia
Patricia Hwang | Chief Information Security Officer, Calderwood & Harkness LLP | Philadelphia
Miriam Calloway | Responsible Partner, Healthcare & Life Sciences Practice Group | Philadelphia
Joel Strauss | Billing Partner, Healthcare & Life Sciences Practice Group | Philadelphia
Nadia Petrov | Lead Associate, Labor & Employment Practice Group | Philadelphia
James Underwood | Working Associate, Labor & Employment Practice Group | Philadelphia
Conrad Ashworth | Partner, Corporate & Governance Practice Group (for acknowledgment) | Wilmington

CONFIDENTIAL — ATTORNEY-CLIENT PRIVILEGED / ATTORNEY WORK PRODUCT

ETHICAL SCREEN MEMORANDUM

ACKNOWLEDGED AND AGREED:

ISSUED BY:

END OF MEMORANDUM

Record

Parties

Dates

Amounts