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 herein shall have the meanings ascribed to them in the SaaS Agreement. 1.1 "Deposit Materials" means the ClaimsIQ™ Platform source code (in all programming languages used, including but not limited to Python, Java, JavaScript, and SQL), build scripts, compilation instr

ARTICLE 2 — APPOINTMENT OF ESCROW AGENT 2.1 Appointment. Depositor and Beneficiary hereby appoint Granite Trust Company, N.A. as Escrow Agent under this Agreement, and Escrow Agent hereby accepts such appointment, subject to the terms and conditions set forth herein. Escrow Agent agrees to perform all duties and obligations expressly set forth in this Agreement with respect to the receipt, storage, safekeeping, and r

ARTICLE 3 — DEPOSIT OF MATERIALS 3.1 Initial Deposit. Within thirty (30) calendar days following the Effective Date of this Agreement (i.e., by no later than June 2, 2024), Depositor shall deliver to Escrow Agent a complete copy of the Deposit Materials, in a format and on media mutually acceptable to the Parties, together with a written description and manifest of the materials delivered, using the form and format s

ARTICLE 4 — VERIFICATION 4.1 Right to Verify. Beneficiary shall have the right, at its own expense, to cause a Verification of the Deposit Materials to be performed by an independent technical expert mutually acceptable to both Depositor and Beneficiary (the "Verification Agent"). Such Verification may be conducted no more than once per calendar year during the term of this Agreement; provided, however, that Benefici

ARTICLE 5 — RELEASE CONDITIONS AND PROCEDURES 5.1 Release Conditions. Escrow Agent shall release the Deposit Materials to Beneficiary upon the occurrence of any of the following events (each, a "Release Condition"): (a) Bankruptcy or Insolvency of Depositor. Depositor (i) files a voluntary petition in bankruptcy under Title 11 of the United States Code or any similar federal or state insolvency law; (ii) makes a gene

ARTICLE 6 — LICENSE UPON RELEASE 6.1 Grant of License. Depositor hereby grants to Beneficiary a non-exclusive, irrevocable, fully paid-up, royalty-free, perpetual license to use, copy, modify, and create derivative works of the Deposit Materials, solely for the purpose of continuing to operate, maintain, support, and enhance the ClaimsIQ™ Platform for Beneficiary's internal business purposes, upon and following a rel

ARTICLE 7 — FEES 7.1 Annual Escrow Fee. The annual fee for Escrow Agent's services under this Agreement shall be Four Thousand Five Hundred Dollars ($4,500.00) per year (the "Annual Fee"). The initial Annual Fee shall be payable within thirty (30) calendar days following the Effective Date and shall cover the first year of the term. Thereafter, the Annual Fee shall be payable in advance on each anniversary of the Eff

ARTICLE 8 — REPRESENTATIONS AND WARRANTIES 8.1 Depositor's Representations and Warranties. Depositor represents and warrants to Beneficiary and Escrow Agent as of the Effective Date and as of each date on which Deposit Materials are delivered to Escrow Agent, as follows: (a) Ownership and Rights. Depositor is the sole and exclusive owner of, or has all necessary rights, licenses, and permissions in and to, the Deposi

ARTICLE 9 — CONFIDENTIALITY 9.1 Confidential Information. For purposes of this Agreement, "Confidential Information" means: (a) the Deposit Materials, which shall constitute Confidential Information of Depositor; and (b) the terms and conditions of this Agreement, including all Exhibits, which shall constitute Confidential Information of all Parties. Confidential Information also includes any information of a Party t

ARTICLE 10 — LIMITATION OF LIABILITY; INDEMNIFICATION OF ESCROW AGENT 10.1 Limitation of Escrow Agent Liability. Escrow Agent's aggregate liability to all Parties under this Agreement, whether in contract, tort, strict liability, or otherwise, shall not exceed the total Annual Fees actually received by Escrow Agent during the twelve (12) month period immediately preceding the event or series of related events giving

ARTICLE 11 — TERM AND TERMINATION 11.1 Term. This Agreement shall commence on the Effective Date (May 3, 2024) and shall continue in full force and effect for so long as the SaaS Agreement remains in effect, and thereafter until the later of: (a) completion of all data export, transition, and destruction obligations of the Parties under the SaaS Agreement; or (b) termination of this Agreement in accordance with this

ARTICLE 12 — NOTICES 12.1 Form of Notice. All notices, requests, demands, consents, Release Requests, Objection Notices, and other communications required or permitted under this Agreement shall be in writing and shall be deemed duly given and effective: (a) upon delivery, if delivered personally to the recipient; (b) on the next business day following deposit with a nationally recognized overnight courier service (s

ARTICLE 13 — GENERAL PROVISIONS 13.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Connecticut, without giving effect to any choice-of-law or conflicts-of-law rules or provisions that would cause the application of the laws of any jurisdiction other than the State of Connecticut. 13.2 Dispute Resolution. Any dispute, claim, or controversy arising out of o