Contract analysis

1. Purpose and Engagement Calderwood & Harkness LLP ("Calderwood & Harkness," the "Firm," or "we") is pleased to confirm its engagement by Brightfield Cloud Services Inc. ("Brightfield" or "BCS"), a Delaware corporation headquartered in Austin, Texas, in connection with the matter described more fully below. This letter follows our recent discussions, including our meeting of May 22, 2023 and subsequent telephone con

2. Scope of Representation Calderwood & Harkness will represent Brightfield as licensee in connection with the negotiation, drafting, and documentation of an inbound exclusive technology license from Nexilis Innovations Ltd. ("Nexilis"), a Delaware corporation with principal offices in Cambridge, Massachusetts. The licensed technology that is the subject of the proposed transaction is Nexilis's patented DeltaSync Pla

3. Engagement Team Calderwood & Harkness has assembled the following core engagement team to staff this matter. The team members, their roles, and their office locations are set forth below: Responsible Partner: Catherine Bloom. Ms. Bloom is a Partner in the Firm's intellectual Property Group, resident in the Houston office at 700 Louisiana Street, Suite 3400, Houston, TX 77002. Ms. Bloom will serve as the responsibl

4. Fees and Billing Rates 4.1 Hourly Rates Calderwood & Harkness will bill for all professional services rendered in connection with this engagement on an hourly basis at the following current standard rates for the members of the core engagement team: Time will be recorded and billed in increments of one-tenth (0.1) of an hour (i.e., six-minute increments). The rates set forth above are the Firm's current standard r

5. Matter Identification This engagement has been assigned the following identifiers within Calderwood & Harkness's records management and billing systems: Matter Number: 1042-00003 Billing Code: BCS-NEXILIS-LIC-2023 All correspondence, invoices, memoranda, and internal records relating to this engagement will reference the above matter number and billing code. We request that Brightfield reference these identifiers

6. Billing and Payment Terms Calderwood & Harkness will render monthly invoices for professional fees and disbursements incurred during the preceding calendar month. Invoices will be prepared and transmitted to Brightfield's General Counsel's office (or to such other billing contact as Brightfield may designate in writing) within a reasonable time following the close of each calendar month, generally within fifteen (

7. Client Identification and Conflicts The client in this engagement is Brightfield Cloud Services Inc. (EIN: 84-3291057), a Delaware corporation with its principal place of business at 4200 Bluebonnet Parkway, Suite 1100, Austin, TX 78745. No other entity or individual is a client of the Firm by virtue of this engagement letter, and no attorney-client relationship is created with any parent company, subsidiary, affi

8. Confidentiality and Privilege All communications between Calderwood & Harkness and Brightfield in connection with this engagement, whether oral, written, or electronic, are intended to be, and shall be treated as, confidential and privileged. Such communications are protected by the attorney-client privilege, the work-product doctrine, and any other applicable privilege or protection recognized under federal or st

9. Document Retention Upon conclusion of this engagement, whether by completion of the transaction, termination, or otherwise, Calderwood & Harkness will retain the engagement files, including the Firm's work product and copies of correspondence, in the Firm's records management system for a period of seven (7) years from the date of conclusion of the engagement. Following the expiration of this seven-year retention

10. Governing Law This engagement letter, and the relationship between Calderwood & Harkness LLP and Brightfield Cloud Services Inc. arising out of or relating to this engagement, shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict-of-laws principles. The parties consent to the exclusive jurisdiction of the state and federal courts located in the Sta

11. Termination of Engagement Either party may terminate this engagement at any time upon written notice to the other party. Termination by Calderwood & Harkness shall be subject to the Firm's obligations under the Texas Disciplinary Rules of Professional Conduct and other applicable rules of professional responsibility governing withdrawal from client representations, including any requirement to obtain leave of a t

12. Limitation of Liability and Indemnification To the fullest extent permitted by applicable law, Calderwood & Harkness's aggregate liability to Brightfield arising out of or relating to the performance of services under this engagement, whether based on contract, tort (including negligence), strict liability, or any other legal theory, shall be limited to the re-performance of the services giving rise to the claim,

13. Acceptance We are grateful for your confidence in Calderwood & Harkness, and we look forward to working with you and the Brightfield team on this important matter. We believe that the DeltaSync licensing transaction represents a significant opportunity for Brightfield, and we are committed to providing the highest quality legal services in support of your business objectives. If the terms and conditions set forth