Exhibit 54

Case 1:20-cv-22945-RNS Document 285-55 Entered on FLSD Docket 04/25/2022 Page 1 of 4
February 20, 2020 

Via Federal Express and E-Mail 

Miriam Holleman 

DeCurtis Corporation 

3208 East Colonial Drive 

Suite CI90 

Orlando, FL 32803 

orr1c 

Orrick, Herrington & Sutcliffe LLP 

Columbia Center 

115215th Street, N.W. 

Washington, DC 20005-1706 

+1 202 339 8400 

orrlck.com 

T. Vann Pearce 

E vpearce@orrick.com 

D +1 202 339 8698 

F +1 202 339 8500 

Re: Carnival Corporation exercising its audit rights under the Master Services Agreement 

Dear Ms. Holleman: 

We represent Carnival Corporation ("Carnival"). On behalf of Carnival, this letter serves as 

written notice pursuant to Section 6.5 of the July 24, 2014 Master Services Agreement ("MSA") 

between Carnival and DeCurtis Corporation ("DeCurtis") that Carnival is exercising its audit 

right under Section 3.4 of the MSA. Carnival will inspect all DeCurtis records relevant to 

DeCurtis's work for Carnival related to "Project Trident," "Carnival's Guest Experience and 

Innovation Studio," "Carnival Corporation Enterprise Architecture Project," "Experience 

Prototypes," "Carnival Experience Platform," wearable devices, and/or devices and systems 

using Bluetooth Low Energy. The scope of the audit includes, but is not limited to, all records 

related to the work described in the MSA and the Statements of Work entered into by Carnival 

and DeCurtis pursuant to the MSA. 

Non-limiting examples of the types of documents Carnival expects DeCurtis to make available 

for inspection include documentation and / or source code related to the development and 

execution of the "Experience Prototype" (e.g., mobilization experience prototype framework, at 

home experience engagement, arrival experience prototypes, imaging experience transformation, 

F&B experience prototypes, experience utilities, guest services and guest recovery, and end-toend prototype alignment and harmonization), "Ocean Ready" and "Experience Engagement" 

CARN IVAL00015242 

Case 1:20-cv-22945-RNS Document 285-55 Entered on FLSD Docket 04/25/2022 Page 2 of 4
Miriam Holleman 

February 20, 2020 

Page2 

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development progression, Crew Compass development, Ocean Program creative development, 

demonstrations for Board of Directors meetings, Project Trident development, and so on. 

A primary purpose ofthis audit is "to insure compliance by [DeCurtis] with its obligations" 

under the MSA, as set forth in Section 3.4, particularly DeCurtis's obligations to protect 

Carnival's confidential information under Section 4 of the MSA. Accordingly, among the 

records that Carnival will inspect are the following: 

• Records showing which DeCurtis employees had access to Carnival "Confidential 

Information" and "Deliverables" (as defined in the MSA) prepared for Carnival; 

• Records showing all measures DeCurtis has taken, if any, to ensure that any such 

DeCurtis employees were informed of and agreed to be bound by the MSA's 

confidentiality obligations; 

• Records showing all measures DeCurtis has taken, if any, to ensure the confidentiality 

of Carnival Confidential Information and Deliverables; 

• Records showing if any Carnival Confidential Information or Deliverables were shared 

with any third parties; 

• Records showing if DeCurtis used any Carnival Confidential Information or 

Deliverables for DeCurtis's own use (including development of the "DeCurtis 

Experience Platform" or the Bluetooth Low Energy products and services advertised by 

DeCurtis at, e.g., htt~/.f:j_y_~~~lillJ~;?IDl!ili~, or in making presentations to actual or 

potential customers) or for the developing products and services for DeCurtis's other 

customers (including Norwegian Cruise Lines and Virgin Voyages); and 

• Records showing all measures DeCurtis has taken, if any, to ensure that the Carnival 

Confidential Information and Deliverables were not used in any way for DeCurtis's own 

use or for the developing products and services for DeCurtis's other customers. 

The audit will be conducted by a computer forensics firm working with Carnival's outside legal 

counsel at Orrick. 

CARN IVAL00015243 

Case 1:20-cv-22945-RNS Document 285-55 Entered on FLSD Docket 04/25/2022 Page 3 of 4
Miriam Holleman 

February 20, 2020 

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Please respond by no later than February 24, 2020 providing a date certain, no later than March 

2, 2020 when Carnival can begin the audit. Your response should identify the location(s) where 

relevant documents are stored and the repositories/custodians holding relevant documents. 

Please be advised that Decurtis has an obligation to not destroy or alter any records or 

documents related to this matter within DeCurtis's possession, custody, or control. Any 

DeCurtis document destruction/retention policies should be suspended and all relevant records 

should be preserved. Metadata should also be preserved (for example, records of when and by 

whom documents were accessed, downloaded, or sent by DeCurtis personnel or third parties). 

Very truly yours, 

T. Vann Pearce 

cc: David DeCurtis 

CARN IVAL00015244 

Case 1:20-cv-22945-RNS Document 285-55 Entered on FLSD Docket 04/25/2022 Page 4 of 4