Contract analysis

ARTICLE 1 — DEFINITIONS As used in this Agreement, the following terms shall have the meanings set forth below. Capitalized terms used but not defined in this Article 1 shall have the meanings ascribed to them elsewhere in this Agreement or the applicable Exhibit. 1.1 "Affiliate" means, with respect to any Party, any entity that directly or indirectly controls, is controlled by, or is under common control with such P

ARTICLE 2 — SUBSCRIPTION LICENSE GRANT 2.1 Grant of License. Subject to the terms and conditions of this Agreement and Licensee's timely payment of all applicable fees, Clearpoint hereby grants to Quorum, during the Subscription Term, a non-exclusive, non-transferable (except as expressly provided in Section 14.6), worldwide right and license to access and use the ClaimsIQ™ Platform, including the Documentation, sole

ARTICLE 3 — FEES AND PAYMENT 3.1 Subscription Fees. (a) The Annual Contract Value for Year 1 of the Initial Term shall be One Million Four Hundred Thousand Dollars ($1,400,000.00). The estimated Total Contract Value over the five (5)-year Initial Term shall be Seven Million Dollars ($7,000,000.00), subject to adjustment based on the CPI Escalator as set forth in Section 3.2. (b) Subscription fees shall be payable in

ARTICLE 4 — CUSTOMER DATA OWNERSHIP AND RIGHTS 4.1 Ownership of Customer Data. As between the Parties, Quorum retains sole and exclusive ownership of all right, title, and interest in and to all Customer Data, including, without limitation, all insurance claims data, policyholder PII, PHI, adjuster notes, work product, and all outputs, reports, analyses, scores, and recommendations generated by the Platform from the

ARTICLE 5 — INTELLECTUAL PROPERTY 5.1 Licensor IP. Clearpoint retains all right, title, and interest in and to the ClaimsIQ™ Platform, all Licensor Technology, the Documentation, and all improvements, modifications, enhancements, updates, upgrades, derivative works, and new versions thereof, whether developed independently by Clearpoint or resulting from Licensee's feedback or suggestions (collectively, "Licensor IP"

ARTICLE 6 — CONFIDENTIALITY 6.1 Obligations. Each Party agrees to hold the Confidential Information of the other Party in strict confidence and to protect such Confidential Information using at least the same degree of care that such Party uses to protect its own Confidential Information of similar nature and sensitivity, but in no event less than reasonable care. Each Party shall use the other Party's Confidential I

ARTICLE 7 — REPRESENTATIONS AND WARRANTIES 7.1 Mutual Representations. Each Party represents and warrants to the other Party as of the Effective Date that: (a) it is duly organized, validly existing, and in good standing under the laws of its jurisdiction of incorporation or organization, and has all necessary corporate power and authority to conduct its business as currently conducted; (b) it has full corporate powe

ARTICLE 8 — INDEMNIFICATION 8.1 Indemnification by Licensor. Clearpoint shall defend, indemnify, and hold harmless Quorum, its Affiliates, and their respective officers, directors, employees, agents, successors, and permitted assigns (collectively, the "Quorum Indemnitees") from and against any and all claims, demands, suits, actions, proceedings, investigations, judgments, awards, penalties, fines, damages, losses,

ARTICLE 9 — LIMITATION OF LIABILITY 9.1 General Liability Cap. EXCEPT AS SET FORTH IN SECTION 9.2 BELOW, EACH PARTY'S TOTAL AGGREGATE LIABILITY TO THE OTHER PARTY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL OR EQUITABLE THEORY, SHALL NOT EXCEED ONE TIMES (1×) THE TOTAL CONTRACT VALUE, WHICH IS SEVEN MILLION DOLLARS ($7,000

ARTICLE 10 — TERM AND TERMINATION 10.1 Initial Term. This Agreement shall commence on the Effective Date and shall continue for a period of five (5) years, expiring on April 25, 2029, unless earlier terminated in accordance with the provisions of this Article 10 (the "Initial Term"). 10.2 Renewal. Upon the expiration of the Initial Term, this Agreement shall automatically renew for successive one (1)-year periods (ea

ARTICLE 11 — INSURANCE 11.1 Licensor Insurance Requirements. Clearpoint shall obtain and maintain in full force and effect during the Subscription Term and for a period of two (2) years following the expiration or termination of this Agreement the following insurance coverages, at Clearpoint's sole cost and expense: (a) Commercial General Liability Insurance: with limits of not less than Five Million Dollars ($5,000,

ARTICLE 12 — SECURITY AND COMPLIANCE 12.1 Security Requirements. Clearpoint shall comply at all times during the Subscription Term with the security requirements set forth in Exhibit D (Security Requirements), which are incorporated herein by reference. Without limiting the generality of the foregoing, Clearpoint's security obligations shall include, but not be limited to: (a) encryption of Customer Data in transit a