Contract analysis

1. Scope of Representation The Firm will represent Quorum in the review, negotiation, and execution of the SaaS Agreement and all related ancillary agreements with Clearpoint for the licensing of the ClaimsIQ™ claims-analytics platform. We understand that the anticipated total contract value of the SaaS Agreement is approximately Seven Million Dollars ($7,000,000) over a five-year initial subscription term, and that

2. Engagement Team and Staffing The Firm has assembled the following team of attorneys to handle this matter. Each team member has been selected for his or her relevant experience and familiarity with the legal and commercial issues that are anticipated to arise in connection with this transaction. (a) Renata Vasquez, Partner — Ms. Vasquez will serve as the Responsible Partner for this engagement. Ms. Vasquez is a me

3. Fees and Billing Arrangements The Firm will bill for this engagement on an hourly basis at the Firm's standard rates for the attorneys and professional staff assigned to this matter. The current hourly rates for the members of the engagement team are as follows: These rates are the Firm's standard rates and are subject to periodic adjustment, typically on an annual basis effective January 1 of each year. Should an

4. Client Responsibilities In order for the Firm to provide effective and efficient legal services in connection with this engagement, Quorum's cooperation and timely assistance will be essential. Specifically: (a) Internal Points of Contact. Quorum will designate internal points of contact for the Firm with respect to this engagement. We currently understand that the following individuals will serve in that capacity

5. Confidentiality The Firm will maintain the confidentiality of all information provided by Quorum in connection with this engagement, consistent with the Firm's professional obligations under the Connecticut Rules of Professional Conduct, the New York Rules of Professional Conduct, and all other applicable rules of professional conduct governing the attorneys assigned to this matter. The Firm will not disclose conf

6. Conflicts of Interest The Firm has conducted a conflicts check in accordance with its standard procedures and, based on the information currently available to the Firm, has identified no conflicts of interest that would preclude the Firm from undertaking this engagement. Specifically, the Firm confirms that it does not currently represent Clearpoint Analytics, Inc., Ridgeway Capital Partners, LP (which we understa

7. Document Retention The Firm will maintain all files, documents, and work product related to this engagement in accordance with the Firm's standard document retention policies, which are available for review upon request. These policies provide for the retention of closed-matter files for a period of ten (10) years following the conclusion of the engagement, after which the files may be destroyed in the ordinary co

8. Termination of Engagement Either the Firm or Quorum may terminate this engagement at any time upon written notice to the other party. In the event of termination by either party, Quorum will remain responsible for the payment of all fees and expenses incurred by the Firm through the effective date of termination, and the Firm will render a final invoice for such amounts within thirty (30) days following the effect

9. Governing Law This engagement letter and the relationship between the Firm and Quorum arising hereunder shall be governed by and construed in accordance with the laws of the State of Connecticut, without regard to its conflicts-of-law principles. Any dispute arising out of or relating to this engagement letter or the Firm's representation of Quorum hereunder shall be subject to the exclusive jurisdiction of the st

10. Acceptance and Acknowledgment We respectfully request that you signify Quorum's agreement to the terms set forth in this engagement letter by signing the acknowledgment below and returning a signed copy of this letter to the Firm at your earliest convenience. A signed copy may be returned via email (as a scanned PDF) to Gabrielle Moss at gmoss@calderwoodharkness.com, with a hard copy to follow by U.S. mail to the