Contract analysis

Section 1: Purpose and Scope 1.1 This Exhibit B sets forth the service level commitments applicable to Clearpoint's provision and operation of the ClaimsIQ™ platform (the "Platform") to Quorum and its subsidiaries, including Quorum Property & Casualty Insurance Company, Quorum Specialty Underwriters, Inc., and Quorum Digital Solutions LLC (collectively with Quorum, the "Quorum Entities"), during the Subscription Term

Section 2: Definitions For purposes of this Exhibit B, the following terms shall have the meanings set forth below: 2.1 "Availability" or "Uptime" "Availability" or "Uptime" means the percentage of time in a given calendar month during which the ClaimsIQ™ platform is operational and accessible to Licensee's authorized users for the performance of core platform functions. Availability shall be calculated using the fol

Section 3: Platform Availability Commitment 3.1 Uptime Commitment Clearpoint commits to maintain Availability of the ClaimsIQ™ platform at no less than ninety-nine and seven-tenths percent (99.7%) per calendar month (the "Uptime Threshold") during the Subscription Term. The Uptime Threshold applies to the production environment of the ClaimsIQ™ platform as hosted by Cobalt Cloud Infrastructure, Inc. ("Cobalt Cloud")

Section 4: Service Credits 4.1 Credit Calculation For each one-tenth of one percent (0.1%) by which measured monthly Availability falls below the 99.7% Uptime Threshold in any Measurement Period, Quorum shall be entitled to receive a Service Credit equal to two percent (2%) of the applicable Monthly Subscription Fee. Based on a Year 1 Monthly Subscription Fee of $116,667, each 0.1% shortfall increment corresponds to

Section 5: Chronic Failure — Termination Right 5.1 Chronic Failure Event A "Chronic Failure Event" shall be deemed to have occurred if the monthly Availability of the ClaimsIQ™ platform, as measured in accordance with this Exhibit B, falls below ninety-nine percent (99.0%) in any three (3) consecutive calendar months. For purposes of this determination, each calendar month shall be evaluated independently, and the 99

Section 6: Incident Classification and Response Times 6.1 Severity Levels Clearpoint shall classify all incidents affecting the ClaimsIQ™ platform in accordance with the following severity levels. The initial severity classification shall be made by Clearpoint in consultation with Quorum's designated SLA contact, and Quorum shall have the right to request reclassification of any incident to a higher severity level up

Section 7: Escalation Procedures 7.1 Escalation Matrix The following escalation matrix shall apply to incidents that are not resolved within the applicable Target Resolution Times or that otherwise require escalation based on severity, business impact, or recurrence: Clearpoint shall ensure that the individuals identified in the escalation matrix above (or their designated alternates, who shall be identified to Quoru

Section 8: Planned Maintenance Procedures 8.1 Maintenance Windows The standard Scheduled Maintenance window for the ClaimsIQ™ platform is Sundays, 2:00 AM to 6:00 AM Eastern Time. Clearpoint shall not exceed a maximum of four (4) hours of Scheduled Maintenance in any single calendar month. Clearpoint shall use commercially reasonable efforts to complete all Scheduled Maintenance within the minimum time necessary to a

Section 9: Performance Benchmarks 9.1 Response Time Standards In addition to the Availability commitments set forth in Section 3, Clearpoint shall maintain the following performance benchmarks for the ClaimsIQ™ platform during normal operating conditions (measured at the 95th percentile across all authorized users during business hours): (a) Analytics Dashboard Page Load Time: The analytics dashboard shall load and r

Section 10: Disaster Recovery and Business Continuity 10.1 Recovery Point Objective (RPO) Clearpoint shall maintain backup and replication procedures sufficient to ensure that, in the event of a disaster or catastrophic system failure, maximum data loss with respect to Customer Data does not exceed one (1) hour. The RPO commitment applies to all Customer Data stored within the ClaimsIQ™ platform, including claims dat

Section 11: Reporting and Governance 11.1 Monthly Reports Within ten (10) business days following the end of each calendar month, Clearpoint shall deliver to Quorum a comprehensive written report (the "Monthly Service Report") containing the following information: (a) the Availability percentage for the Measurement Period, calculated in accordance with Section 2.1; (b) a detailed Downtime log listing each Downtime ev

Section 12: Remedies and Relationship to Agreement 12.1 Service Credits as Exclusive Financial Remedy for Uptime Shortfalls The Service Credits set forth in Section 4 of this Exhibit B constitute Quorum's sole and exclusive financial remedy for Clearpoint's failure to meet the Uptime Threshold in any Measurement Period. This limitation on remedies applies solely to financial remedies for Uptime Threshold shortfalls a

Section 13: Modifications This Exhibit B may be modified, amended, or supplemented only by a written instrument duly executed by authorized representatives of both Quorum and Clearpoint. No oral agreement, course of dealing, or course of performance shall operate to modify the terms of this SLA. Without limiting the generality of the foregoing, Clearpoint shall not unilaterally reduce the Uptime Threshold, increase t

Section 14: General Provisions 14.1 Governing Law This Exhibit B shall be governed by and construed in accordance with the laws of the State of Connecticut, without regard to its conflicts-of-law principles or rules that would direct the application of the laws of another jurisdiction, consistent with the governing law provision of the Agreement. 14.2 Dispute Resolution Any dispute, controversy, or claim arising out

1. Service Credit amounts are rounded to the nearest dollar. In the event of any rounding discrepancy, the calculation shall be resolved in favor of Quorum.

2. The maximum aggregate Service Credit in any single Measurement Period is $17,500 (15% of the Year 1 Monthly Subscription Fee of $116,667), regardless of the actual number of 0.1% shortfall increments. For subsequent contract years, the 15% cap shall be applied to the then-applicable Monthly Subscription Fee.

3. For contract Years 2 through 5, the Monthly Subscription Fee will be adjusted in accordance with the CPI escalator provision of the Agreement, capped at 3.5% per annum. By way of illustration, if the Year 2 Annual Contract Value is $1,449,000 (reflecting a 3.5% increase), the Year 2 Monthly Subscription Fee would be $120,750, and the Service Credit per 0.1% shortfall increment would be $2,415 (2% of $120,750), wit

4. Service Credits are calculated independently for each Measurement Period and are not cumulative across Measurement Periods for purposes of the 15% monthly cap (i.e., the cap resets each calendar month).

5. If Availability falls below 99.0% in any three (3) consecutive calendar months, a Chronic Failure Event is triggered under Section 5 of this Exhibit B, entitling Quorum to terminate the Agreement for cause, in addition to any Service Credits accrued during such period. End of Exhibit B — Service Level Agreement Severity Level | Description | Example Severity 1 (Critical) | The ClaimsIQ™ platform is completely unav