Contract analysis

ARTICLE 1 — RECITALS AND BACKGROUND 1.1 Recitals WHEREAS, Calderwood & Harkness LLP ("Directing Counsel" or "C&H") has been retained by Quorum Insurance Holdings Corp. (Nasdaq: QIHC), a Delaware corporation headquartered in Hartford, Connecticut, in connection with a data security incident first identified in April 2023 (Calderwood & Harkness Matter No. 1025-00006); and WHEREAS, the data security incident (the "Incid

ARTICLE 2 — DEFINITIONS For purposes of this Services Agreement and Statement of Work, the following terms shall have the meanings ascribed to them below. Capitalized terms used but not defined in this Article shall have the meanings ascribed to them elsewhere in this SOW. "Affected Individuals" means the three hundred eighteen thousand two hundred forty-seven (318,247) individuals identified through forensic investi

ARTICLE 3 — SCOPE OF SERVICES Clearfield shall provide the following Services to Directing Counsel on behalf of Quorum, in each case in accordance with the specifications, timelines, and service levels set forth in this Article 3 and the corresponding SLAs attached as Exhibit C. 3.1 Service Stream A: Notification Printing and Mailing Services 3.1.1 Description. Clearfield shall perform the printing, assembly, and mai

ARTICLE 4 — FEES AND PAYMENT 4.1 Fee Schedule 4.1.1 Service Stream A — Notification Printing and Mailing The total fee for Service Stream A (Notification Printing and Mailing Services) shall be a fixed fee of six hundred thirty-six thousand dollars ($636,000), calculated based on three hundred eighteen thousand two hundred forty-seven (318,247) Affected Individuals at a rate of approximately two dollars ($2.00) per l

ARTICLE 5 — TERM AND TERMINATION 5.1 SOW Effective Date and Term This SOW shall be effective as of August 6, 2023 (the "SOW Effective Date"). The term of this SOW shall continue until all obligations under each Service Stream have been fully performed and completed, estimated as follows: (a) Service Stream A (Notification Printing and Mailing): Clearfield's obligations under Service Stream A shall be deemed complete

ARTICLE 6 — PRIVILEGE AND CONFIDENTIALITY 6.1 Attorney-Client Privilege Clearfield acknowledges and agrees that it has been retained at the direction of Calderwood & Harkness LLP, outside counsel to Quorum Insurance Holdings Corp., in connection with the provision of legal advice regarding the Incident and Quorum's obligations under applicable data breach notification and privacy laws. Clearfield further acknowledges

ARTICLE 7 — DATA HANDLING AND HIPAA COMPLIANCE 7.1 Protected Health Information Clearfield acknowledges that a subset of the Affected Individuals — specifically, the forty-one thousand two hundred three (41,203) individuals in the PHI Subset — have had protected health information compromised as a result of the Incident. Such PHI includes, without limitation, health conditions, diagnosis codes (including ICD-10 codes

ARTICLE 8 — REPRESENTATIONS AND WARRANTIES 8.1 Clearfield Representations and Warranties Clearfield Notification Services LLC represents and warrants to Calderwood & Harkness LLP and Quorum Insurance Holdings Corp. as follows: (a) Organization and Good Standing. Clearfield is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Ohio, and has full power and

ARTICLE 9 — INDEMNIFICATION AND LIABILITY 9.1 Clearfield Indemnification Clearfield Notification Services LLC shall indemnify, defend, and hold harmless Quorum Insurance Holdings Corp., Calderwood & Harkness LLP, and their respective officers, directors, partners, employees, agents, and representatives (collectively, the "Quorum Indemnitees") from and against any and all losses, claims, demands, damages, liabilities,