EXHIBIT A
STATEMENT OF WORK / SERVICE DESCRIPTION
Exhibit A to the Enterprise SaaS Subscription Agreement dated April 26, 2024 (the "Agreement")
Parties:
Licensee: Quorum Insurance Holdings Corp., a Delaware corporation ("Licensee" or "Quorum"), with its principal offices at 280 Constitution Plaza, Suite 1400, Hartford, CT 06103.
Licensor: Clearpoint Analytics, Inc., a Delaware corporation ("Licensor" or "Clearpoint"), with its principal offices at 1200 Market Street, Suite 800, San Francisco, CA 94103.
Effective Date: April 26, 2024
Explanatory Note: Capitalized terms not defined herein shall have the meanings ascribed to them in the Agreement. In the event of a conflict between the terms of this Exhibit A and the body of the Agreement, the Agreement shall control unless this Exhibit A expressly states otherwise with respect to a specific provision. This Exhibit A sets forth the scope, specifications, implementation schedule, and related terms governing Clearpoint's delivery of its ClaimsIQ™ platform and associated services to Quorum.
Section 1 — Platform Overview
1.1 Platform Description
Clearpoint shall provide Quorum with access to its proprietary ClaimsIQ™ platform (the "Platform"), a cloud-hosted, AI-driven claims triage, fraud detection, and analytics software-as-a-service ("SaaS") solution. The Platform combines advanced machine learning algorithms, configurable workflow automation, and robust data analytics capabilities to support the full lifecycle of insurance claims processing, from initial intake through resolution and reporting.
The ClaimsIQ™ platform is hosted on cloud infrastructure provided by Cobalt Cloud Infrastructure, Inc. ("Hosting Provider"), an independent infrastructure-as-a-service provider. The Platform is accessible to authorized users via secure web browser (supporting the two most recent stable releases of Ashford Services Inc., Mozilla Firefox, Penrose Systems, and Stonefield Services Inc.) and through authorized application programming interface ("API") connections, as further described in Section 2.5 and Section 6 of this Exhibit A.
The Platform architecture employs a multi-tenant design with logically isolated tenant environments, ensuring that Quorum's data is segregated from the data of other Clearpoint customers at the application and database layers. All data in transit is encrypted using TLS 1.2 or higher, and all data at rest is encrypted using AES-256 encryption, as further detailed in Exhibit D to the Agreement (Information Security Requirements).
1.2 Purpose. The ClaimsIQ™ platform is being deployed enterprise-wide across Quorum's property and casualty and specialty lines subsidiaries to enhance claims processing efficiency, automate triage workflows, detect potential fraud, and generate analytics and reporting for both operational and regulatory purposes. Specifically, the Platform will be deployed to serve the following Quorum entities:
(a) Quorum Property & Casualty Insurance Company, a Connecticut-domiciled insurance company;
(b) Quorum Specialty Underwriters, Inc., a Delaware-domiciled insurance company; and
(c) Quorum Digital Solutions LLC, a Delaware limited liability company that provides shared services and technology support to the Quorum group of companies.
The deployment of the Platform is intended to replace and consolidate multiple legacy claims processing tools currently in use across Quorum's operating subsidiaries, reduce manual data entry and claim-handling cycle times, improve the accuracy and timeliness of fraud detection, and provide consolidated, enterprise-wide visibility into claims operations through standardized dashboards and reports. The Platform will also support Quorum's compliance with applicable state insurance regulatory requirements related to claims handling, fraud reporting, and data management.
1.3 Clearpoint Contacts
Clearpoint designates the following individuals as its primary contacts for purposes of this Exhibit A and the implementation and ongoing delivery of the Platform:
Primary Point of Contact: Theodore Marsh, Chief Revenue Officer, Clearpoint Analytics, Inc. Email: t.marsh@clearpointanalytics.com; Phone: (415) 555-0142.
Technical Lead: Samuel Otieno, Vice President of Product & Engineering, Clearpoint Analytics, Inc. Email: s.otieno@clearpointanalytics.com; Phone: (415) 555-0198.
Clearpoint may update its designated contacts upon written notice to Quorum, provided that any replacement contact shall possess substantially similar qualifications and authority as the individual being replaced.
1.4 Quorum Contacts
Quorum designates the following individuals as its primary contacts for purposes of this Exhibit A:
Business Sponsor: Derek Langston, Chief Information Officer, Quorum Insurance Holdings Corp. Email: d.langston@quoruminsurance.com; Phone: (860) 555-0231.
Procurement Lead: Malcolm Tsai, Vice President of Procurement, Quorum Insurance Holdings Corp. Email: m.tsai@quoruminsurance.com; Phone: (860) 555-0274.
Quorum may update its designated contacts upon written notice to Clearpoint. Quorum's business sponsor shall serve as the primary executive escalation point for matters relating to Platform deployment and operational performance.
Section 2 — Licensed Modules
The subscription fees set forth in the Agreement entitle Quorum to access and use the following licensed modules of the ClaimsIQ™ platform (collectively, the "Licensed Modules"):
2.1 Claims Triage Module
The Claims Triage Module provides automated intake and prioritization of insurance claims based on configurable criteria, including but not limited to claim severity, coverage applicability, line of business, geographic location, policy type, and historical claims patterns. The Claims Triage Module includes the following core functionality:
(a) Configurable Routing Rules. Quorum's system administrators and authorized claims managers shall have the ability to define, modify, and manage routing rules that govern how incoming claims are categorized, prioritized, and assigned to claims-handling queues. Routing rules may be based on claim type, coverage line, dollar threshold, geographic region, and other user-defined parameters.
(b) Adjuster Assignment Engine. The module includes an intelligent adjuster assignment engine that automatically assigns incoming claims to available adjusters based on adjuster skill set, current workload, claim complexity, licensing jurisdiction, and line-of-business specialization. The assignment engine supports both automated and semi-automated (recommendation-based) assignment modes.
(c) Real-Time Queue Management Dashboards. Claims managers and supervisors shall have access to real-time dashboards displaying the current state of claims queues, including pending claims, assigned claims, claims approaching service-level thresholds, and adjuster workload distributions. Queue management dashboards are configurable by user role and organizational hierarchy.
(d) Automated Acknowledgment and Notifications. The module supports configurable automated notifications, including claim receipt acknowledgments, assignment notifications to adjusters, and escalation alerts when claims exceed defined handling-time thresholds.
2.2 Fraud Detection Module
The Fraud Detection Module leverages AI-driven anomaly detection and machine learning models to identify claims that exhibit indicators of potential fraud, waste, or abuse. The Fraud Detection Module includes the following core functionality:
(a) Machine Learning Models. The module employs supervised and unsupervised machine learning models trained on both industry-wide data (anonymized and aggregated) and Quorum-specific claims data. Models are continuously updated and refined as additional data becomes available. Clearpoint shall retrain production models on a quarterly basis, at minimum, using updated data sets.
(b) Pattern Recognition. The module identifies patterns indicative of potentially fraudulent activity, including duplicate claims submissions, anomalous billing patterns, staged-accident indicators, excessive treatment patterns, and geographic clustering of suspicious claims.
(c) Social Network Analysis. The module includes social network analysis capabilities that map relationships among claimants, medical providers, legal representatives, repair shops, and other parties across claims data to identify organized fraud rings and collusion patterns.
(d) Red-Flag Scoring. Each claim processed through the Fraud Detection Module receives a composite red-flag score (on a scale of 0–100) reflecting the assessed likelihood that the claim involves fraudulent activity. Red-flag scores are surfaced to authorized users through the Platform's user interface and are available via API for integration with downstream systems.
(e) Special Investigation Unit (SIU) Referral Workflows. The module includes configurable SIU referral workflows that enable automated or manual referral of high-scoring claims to Quorum's Special Investigation Unit. Referral workflows support customizable thresholds, routing rules, case-file generation, and audit trail documentation to support compliance with state fraud-reporting requirements.
2.3 Analytics Dashboards Module
The Analytics Dashboards Module provides customizable executive and operational dashboards and reporting capabilities, including the following:
(a) Standard Dashboards. The module includes a library of pre-built dashboards covering key performance indicators including, without limitation, claims volume and frequency, claims cycle time (report-to-close), reserving accuracy and adequacy, loss ratio trending by line of business and geography, fraud-detection hit rates and SIU referral volumes, adjuster productivity and workload metrics, and claims settlement patterns.
(b) Ad Hoc Reporting. Authorized users with appropriate role-based permissions shall have the ability to create custom ad hoc reports using a drag-and-drop report builder. Ad hoc reports may draw from all data available within the Platform, subject to role-based data access controls.
(c) Data Visualization. The module supports a range of data visualization formats, including bar charts, line charts, pie charts, heat maps, geographic maps, scatter plots, and tabular views. Visualizations are interactive and support drill-down functionality.
(d) Export Capabilities. All standard and ad hoc reports are exportable in ACORD XML and CSV formats. Additionally, dashboards and individual report components may be exported in PDF format for distribution and archival purposes.
(e) Scheduling and Distribution. Authorized users may schedule reports for automatic generation and distribution via email on a daily, weekly, monthly, or custom-defined cadence.
2.4 OCR / Document Ingestion
The Platform includes integrated optical character recognition ("OCR") and document parsing capabilities, powered by Redline Document AI, LLC ("Redline"), a Clearpoint subprocessor. The OCR / Document Ingestion module enables automated extraction of structured and semi-structured data from submitted claims documents, including but not limited to:
(a) First notice of loss ("FNOL") forms and claim submissions;
(b) Medical records, bills, and explanation of benefits documents;
(c) Police reports and accident reports;
(d) Policy declarations pages and endorsements;
(e) Repair estimates and invoices;
(f) Correspondence and legal filings related to claims.
Extracted data is validated against configurable business rules and populated into the appropriate fields within the ClaimsIQ™ platform, reducing manual data entry and accelerating claim intake processing. Redline's processing of Quorum data is governed by the data processing terms set forth in Exhibit C to the Agreement, and Redline has been identified as an approved subprocessor in Schedule 1 to Exhibit C.
2.5 API Gateway
The Platform includes a RESTful API suite (the "API Gateway") for bidirectional data exchange between the ClaimsIQ™ platform and Quorum's existing enterprise systems. The API Gateway supports the following capabilities:
(a) Inbound data ingestion from Quorum's policy administration and claims management systems;
(b) Outbound data transmission of claims triage results, fraud scores, analytics outputs, and other Platform-generated data to Quorum's downstream systems;
(c) Webhook-based event notifications for real-time alerting and integration triggers;
(d) Rate-limiting, authentication (OAuth 2.0), and logging controls to ensure secure and auditable API usage; and
(e) Comprehensive API documentation, including endpoint specifications, data schemas, authentication protocols, error handling, and sample code, provided through Clearpoint's developer portal.
Further details regarding integration requirements and responsibilities are set forth in Section 6 of this Exhibit A.
Section 3 — Deployment Scope and Locations
3.1 Deployment Sites
The ClaimsIQ™ platform shall be deployed and accessible at the following Quorum claims-processing locations (each, a "Deployment Site"):
(a) Hartford, CT — 280 Constitution Plaza, Suite 1400, Hartford, CT 06103. This location serves as Quorum Insurance Holdings Corp.'s corporate headquarters and primary claims operations center for Quorum Property & Casualty Insurance Company. This site houses the largest concentration of claims adjusters, managers, and support personnel and will serve as the initial pilot deployment site under Phase 1 of the implementation schedule.
(b) Dallas, TX — 2300 North Field Street, Suite 700, Dallas, TX 75201. This location serves as a regional claims-processing center supporting Quorum's property and casualty and specialty lines operations in the southwestern and central United States. This site will be deployed under Phase 2 of the implementation schedule.
(c) Jacksonville, FL — 501 Riverside Avenue, Suite 1100, Jacksonville, FL 32202. This location serves as a regional claims-processing center supporting Quorum's property and casualty operations in the southeastern United States. This site will be deployed under Phase 3 of the implementation schedule.
3.2 Remote Access
In addition to the three fixed Deployment Sites identified in Section 3.1 above, the ClaimsIQ™ platform shall be accessible via secure, authenticated remote connections for authorized field adjusters and remote employees of Quorum and its subsidiaries. Remote access shall be subject to the following conditions:
(a) All remote access shall comply with Quorum's identity and access management policies, including multi-factor authentication requirements;
(b) Remote access shall comply with the security requirements set forth in Exhibit D to the Agreement (Information Security Requirements);
(c) Remote users shall access the Platform only through Quorum-approved devices and networks, as determined by Quorum's information security policies; and
(d) Remote access provisioning shall be managed by Quorum's designated system administrators through the ClaimsIQ™ administration console.
3.3 Cloud Hosting
The ClaimsIQ™ platform is hosted on cloud infrastructure provided by Cobalt Cloud Infrastructure, Inc. ("Hosting Provider"), located at 500 Terry Francine Street, San Jose, CA 95128. All Quorum data processed and stored by the Platform shall reside within data centers located in the continental United States at all times. Under no circumstances shall Quorum data be transferred to, stored in, or processed from data center facilities located outside the continental United States without Quorum's prior written consent. The Hosting Provider has been identified as an approved subprocessor in Schedule 1 to Exhibit C of the Agreement.
Section 4 — User Entitlements
4.1 Licensed Named Users
Under the Agreement and this Exhibit A, Quorum is entitled to up to one thousand two hundred (1,200) named users (the "Licensed Named User Count") across Quorum Insurance Holdings Corp. and its subsidiaries, specifically including Quorum Property & Casualty Insurance Company, Quorum Specialty Underwriters, Inc., and Quorum Digital Solutions LLC. A "named user" is defined as a unique individual who has been provisioned with login credentials and access to the ClaimsIQ™ platform. Each named user account shall be assigned to a single individual and may not be shared among multiple individuals.
4.2 User Roles
Named users may be assigned one or more of the following roles within the ClaimsIQ™ platform, with each role conferring a defined set of permissions and access levels governed by role-based access controls ("RBAC"):
(a) Claims Adjuster — Access to assigned claims queues, claim detail screens, document management, and notes/activity logging. Read access to fraud detection scores for assigned claims.
(b) Senior Adjuster — All Claims Adjuster permissions, plus authority to approve claim payments within designated thresholds, reassign claims, and access team-level reporting.
(c) Claims Manager — All Senior Adjuster permissions, plus access to queue management dashboards, team performance metrics, and the ability to configure routing rules within assigned organizational units.
(d) SIU Analyst — Access to fraud detection dashboards, red-flag scoring details, social network analysis tools, and SIU referral workflows. Read access to underlying claim data for referred claims.
(e) Actuarial Analyst — Access to Analytics Dashboards Module, including reserving, loss ratio, and frequency/severity analytics. Read-only access to aggregated claims data. No access to individually identifiable claimant information unless separately authorized by Quorum's data governance policies.
(f) Executive / Read-Only — Access to executive-level dashboards and summary reports. No ability to modify claims data, routing rules, or system configurations.
(g) System Administrator — Full administrative access to the ClaimsIQ™ administration console, including user provisioning and de-provisioning, role assignment, routing rule configuration, SSO settings, API key management, and audit log review.
Role-based access controls shall be configured during the implementation phase in collaboration with Quorum's designated system administrators and information security team. Additional custom roles may be created by mutual agreement through the change order process described in Section 11.
4.3 Overage Rate
If Quorum's active named user count exceeds one thousand two hundred (1,200) in any calendar month, Clearpoint shall invoice Quorum at a rate of one hundred fifty dollars ($150.00) per additional named user per month (the "Overage Rate"). For purposes of calculating overages, the applicable named user count for any calendar month shall be determined based on the peak number of active named users provisioned in the Platform at any point during that calendar month. Overages shall be billed monthly in arrears. Clearpoint shall provide Quorum with a usage report accompanying each overage invoice, specifying the peak named-user count and the dates on which the count exceeded the Licensed Named User Count.
4.4 User Administration
Quorum shall designate up to five (5) system administrators (the "Designated Administrators") who shall have the ability to add, remove, and modify named user accounts and role assignments via the ClaimsIQ™ administration console. Designated Administrators shall also have the ability to reset user passwords (to the extent not managed through Quorum's enterprise SSO), enable or disable accounts, and review user activity and access logs. Quorum may change its Designated Administrators at any time by updating the assignments within the administration console, provided that the total number of Designated Administrators does not exceed five (5) at any time without Clearpoint's prior written approval, which shall not be unreasonably withheld.
Section 5 — Implementation Schedule and Milestones
5.1 Overview. Implementation of the ClaimsIQ™ platform shall follow a phased approach across three deployment waves, with each wave corresponding to one of Quorum's three claims-processing Deployment Sites. The total implementation period is anticipated to be approximately twelve (12) weeks from the Effective Date, subject to the delay and extension provisions set forth in Section 5.6. The phased approach is designed to minimize disruption to Quorum's ongoing claims operations, allow for iterative learning and configuration refinement between phases, and ensure a controlled, well-tested enterprise-wide rollout.
5.2 Phase 1 — Configuration and Hartford Deployment (Weeks 1–4)
Phase 1 encompasses the initial platform configuration, integration setup, and pilot deployment at Quorum's Hartford, CT headquarters. Phase 1 activities include:
(a) Kickoff Meeting and Project Planning (Week 1). Clearpoint and Quorum shall conduct a joint project kickoff meeting within five (5) business days of the Effective Date. The kickoff meeting shall include introductions of project team members, review of this Statement of Work, confirmation of the implementation timeline, identification of dependencies and risks, and establishment of communication cadence and protocols. Clearpoint shall deliver a detailed project plan within three (3) business days following the kickoff meeting.
(b) Environment Provisioning and Tenant Configuration (Weeks 1–2). Clearpoint shall provision a dedicated production tenant environment and a separate staging/test environment for Quorum within the ClaimsIQ™ platform. Tenant configuration shall include the setup of organizational hierarchy, business unit structures, geographic parameters, and baseline system settings aligned with Quorum's operational requirements.
(c) Data Mapping and Initial Data Migration/Ingestion (Weeks 2–3). Clearpoint and Quorum shall collaborate on mapping data fields between Quorum's existing claims systems and the ClaimsIQ™ platform. Clearpoint shall execute the initial migration and ingestion of historical claims data from Quorum's systems into the Platform, including data validation and reconciliation procedures to ensure data integrity. The scope of historical data migration shall be mutually agreed during the kickoff meeting, but shall include, at minimum, twenty-four (24) months of historical claims data for Strathmore Mutual Insurance operations.
(d) API Integration Setup and Testing (Weeks 2–4). Clearpoint shall configure the API Gateway connections between the ClaimsIQ™ platform and Quorum's policy administration and claims management systems, as further described in Section 6. Integration testing shall be conducted in the staging environment prior to production deployment.
(e) User Role Configuration and Single Sign-On (SSO) Integration (Week 3). Clearpoint shall configure the role-based access controls described in Section 4.2 in accordance with Quorum's specifications. Clearpoint shall integrate the Platform's authentication layer with Quorum's enterprise identity provider via SAML 2.0 or OpenID Connect, as further described in Section 6.3.
(f) Hartford Site Go-Live (End of Week 4). The ClaimsIQ™ platform shall be made available in production to a pilot group of up to two hundred (200) named users at Quorum's Hartford Deployment Site. The pilot group composition shall be determined by Quorum in consultation with Clearpoint.
(g) Milestone 1 Deliverable. Hartford pilot deployment acceptance, subject to the acceptance criteria and testing procedures set forth in Section 8 of this Exhibit A.
5.3 Phase 2 — Dallas Deployment (Weeks 5–8)
Phase 2 encompasses the replication and deployment of the ClaimsIQ™ platform at Quorum's Dallas, TX Deployment Site. Phase 2 activities include:
(a) Configuration Replication and Dallas-Specific Adjustments (Weeks 5–6). Clearpoint shall replicate Strathmore Mutual Insurance production configuration to support the Dallas Deployment Site, incorporating any Dallas-specific adjustments, including regional routing rules, jurisdiction-specific claim-handling parameters, and team-specific organizational hierarchy configurations. Lessons learned and configuration refinements identified during the Phase 1 pilot shall be incorporated into the Phase 2 deployment.
(b) Dallas Claims Data Migration and Validation (Weeks 6–7). Clearpoint shall execute the migration and ingestion of historical claims data for the Dallas operations, including data validation and reconciliation. The scope of historical data migration for Dallas shall be consistent with the scope agreed for Hartford (minimum twenty-four (24) months of historical claims data).
(c) Dallas Site Go-Live (End of Week 8). The ClaimsIQ™ platform shall be made available in production to authorized named users at Quorum's Dallas Deployment Site.
(d) Milestone 2 Deliverable. Dallas deployment acceptance, subject to the acceptance criteria and testing procedures set forth in Section 8 of this Exhibit A.
5.4 Phase 3 — Jacksonville Deployment and Full Enterprise Rollout (Weeks 9–12)
Phase 3 encompasses the deployment at Quorum's Jacksonville, FL Deployment Site and the completion of the full enterprise-wide rollout. Phase 3 activities include:
(a) Jacksonville Configuration and Data Migration (Weeks 9–10). Clearpoint shall replicate and configure the Platform for the Jacksonville Deployment Site, incorporating any Jacksonville-specific adjustments. Historical claims data migration and validation for Jacksonville operations shall be completed during this period, consistent in scope with prior phases.
(b) Jacksonville Site Go-Live (End of Week 10). The ClaimsIQ™ platform shall be made available in production to authorized named users at Quorum's Jacksonville Deployment Site.
(c) Enterprise-Wide Rollout (Weeks 10–12). Following the Jacksonville go-live, Clearpoint shall support the rollout of the Platform to all remaining named users, up to the Licensed Named User Count of 1,200, including provisioning of access for authorized remote and field adjuster users as described in Section 3.2.
(d) Milestone 3 Deliverable. Full enterprise deployment acceptance, subject to the acceptance criteria and testing procedures set forth in Section 8 of this Exhibit A. Milestone 3 acceptance confirms that all three Deployment Sites are operational, the full user population has been provisioned, and all Licensed Modules and integrations are functioning in accordance with this Exhibit A.
(e) Post-Deployment Hypercare Support Period. Commencing on the date of Milestone 3 acceptance and continuing for a period of thirty (30) calendar days thereafter (the "Hypercare Period"), Clearpoint shall provide enhanced support, including dedicated on-call engineering resources, expedited response times (Severity 1: thirty (30)-minute initial response; Severity 2: two (2)-hour initial response), and daily status check-in calls with Quorum's project manager. The Hypercare Period is included in the subscription fees at no additional charge.
5.5 Project Governance
Each party shall appoint a project manager who shall serve as the primary day-to-day contact for implementation activities. Clearpoint's project manager shall be identified within three (3) business days of the Effective Date. Clearpoint's project manager shall provide weekly written status reports to Quorum's project manager during the implementation period. Status reports shall include, at minimum, a summary of completed activities, activities planned for the upcoming week, open issues and risks, and progress against the milestone schedule.
The escalation path for unresolved project issues shall be as follows:
Clearpoint Escalation Path: Clearpoint Project Manager → Samuel Otieno, VP of Product & Engineering → Theodore Marsh, Chief Revenue Officer.
Quorum Escalation Path: Quorum Project Manager → Derek Langston, Chief Information Officer → Malcolm Tsai, VP of Procurement (for commercial matters).
Either party may request an ad hoc project steering committee meeting with no less than three (3) business days' notice to address material issues affecting the implementation timeline or scope.
5.6 Delay and Extension
If any milestone is delayed due to Clearpoint's failure to perform its obligations under this Exhibit A, Quorum may extend the relevant phase by a corresponding number of business days without additional charge to Quorum, and such extension shall not relieve Clearpoint of any obligations under the Agreement, including any obligations relating to liquidated damages or service credits set forth in the Agreement or its exhibits.
If any milestone is delayed due to Quorum's failure to provide reasonably required access, data, resources, decisions, or approvals within the timeframes contemplated by this Exhibit A, the affected milestone date shall be extended by the corresponding period of Quorum's delay. Clearpoint shall promptly notify Quorum in writing of any actual or anticipated delay attributable to Quorum, specifying the nature of the dependency and the expected impact on the milestone schedule.
Section 6 — Integration Requirements
6.1 Policy Administration System Integration
Clearpoint shall configure the ClaimsIQ™ API Gateway to integrate with Quorum's existing policy administration system(s) (currently identified as Quorum's internally developed "PolicyCore" system) for bidirectional exchange of policy data, endorsement data, and claims data. This integration shall enable the ClaimsIQ™ platform to retrieve policy details, coverage terms, and endorsement information in real time to support claims triage, coverage verification, and fraud detection workflows.
Quorum shall provide Clearpoint with API documentation and test environment access for its policy administration systems within five (5) business days of the kickoff meeting described in Section 5.2(a). Quorum shall also provide a designated technical resource to support Clearpoint's integration efforts and to respond to technical inquiries regarding Quorum's policy administration system APIs.
6.2 Claims Management System Integration
ClaimsIQ™ shall integrate with Quorum's legacy claims management system (currently identified as Quorum's "ClaimTrack" application) for the purposes of historical claims data import during the implementation period and ongoing data synchronization during any parallel-run period. The parallel-run period, if any, shall be mutually determined during Phase 1 and shall not exceed sixty (60) calendar days from the applicable Deployment Site go-live date without mutual written agreement.
Data synchronization during the parallel-run period shall ensure that claim records created, updated, or closed in either the ClaimsIQ™ platform or the legacy ClaimTrack system are reflected in the other system on a near-real-time basis (target latency of no more than fifteen (15) minutes).
6.3 Identity and Access Management
The ClaimsIQ™ platform shall support SAML 2.0 and/or OpenID Connect-based single sign-on ("SSO") integration with Quorum's enterprise identity provider (currently identified as Adriatic Data Systems, formerly Aldermere Services Inc.). SSO integration shall enable Quorum's named users to authenticate to the Platform using their existing enterprise credentials without the need for separate ClaimsIQ™-specific passwords. The SSO integration shall support Quorum's multi-factor authentication ("MFA") requirements as enforced by Quorum's identity provider.
6.4 Data Formats
All data exchange between the ClaimsIQ™ platform and Quorum's systems shall conform to ACORD (Association for Cooperative Operations Research and Development) standards where applicable, including ACORD XML message standards for claims and policy data. Bulk data exports from the Platform shall be available in ACORD XML and CSV formats. Clearpoint shall provide data dictionaries and field-mapping documentation for all integration data exchange points.
6.5 Clearpoint Responsibilities
Clearpoint shall provide the following integration support as part of the implementation at no additional charge to Quorum:
(a) Standard API connectors for the integrations described in Sections 6.1 through 6.3;
(b) Technical documentation for the ClaimsIQ™ API Gateway, including endpoint specifications, authentication protocols, data schemas, error codes, and rate-limiting policies;
(c) Reasonable integration support during the implementation period, including configuration, testing, and troubleshooting assistance from Clearpoint's engineering team; and
(d) Access to Clearpoint's developer portal, including sandbox environments for integration testing.
Custom integration development beyond the standard connectors described above (including integration with third-party systems not identified in this Exhibit A) shall be scoped and priced via a separate change order mutually agreed to in writing by the parties, in accordance with the change order process set forth in Section 11.
6.6 Quorum Responsibilities
Quorum shall provide the following to facilitate integration configuration and testing:
(a) Timely access to Quorum's policy administration and claims management systems, including test environments and production environments as needed;
(b) Test data, de-identified where appropriate in accordance with Quorum's data governance and privacy policies, sufficient to support integration testing across all phases;
(c) Designated technical resources with knowledge of Quorum's existing systems and APIs to collaborate with Clearpoint's integration team; and
(d) Timely review and approval of integration specifications, data mappings, and test results.
Section 7 — Training
7.1 Initial Training
As part of the implementation and at no additional charge to Quorum, Clearpoint shall provide the following training to Quorum personnel:
(a) Train-the-Trainer Sessions. Up to three (3) train-the-trainer sessions (one per Deployment Site location), each up to eight (8) hours in duration, delivered virtually via video conference or on-site at the applicable Deployment Site location, at Quorum's election. Each session shall accommodate a maximum of fifteen (15) Quorum personnel. If Quorum elects on-site delivery, Quorum shall provide suitable training facilities (including projector/display, internet connectivity, and seating); travel and lodging expenses for Clearpoint trainers for on-site sessions shall be borne by Clearpoint. Train-the-trainer sessions shall cover all Licensed Modules, including claims triage workflow configuration, fraud detection tools and scoring interpretation, analytics dashboard usage and report creation, OCR/document ingestion operations, and system administration functions.
(b) System Administrator Training. One (1) dedicated training session of up to four (4) hours for Quorum's Designated Administrators. This session shall cover user provisioning and de-provisioning, role configuration and RBAC management, SSO and authentication settings, API key management, audit log review and interpretation, and platform configuration best practices.
(c) Executive Overview Session. One (1) session of up to two (2) hours for Quorum's senior leadership and business stakeholders, providing a high-level overview of Platform capabilities, key performance dashboards, and strategic value realization. This session may be delivered virtually or on-site at Quorum's Hartford headquarters, at Quorum's election.
7.2 Training Materials
Clearpoint shall provide Quorum with comprehensive training materials for each Licensed Module, including:
(a) User guides in electronic format (PDF), covering all major platform features and workflows;
(b) Quick-reference cards (PDF and printable formats) summarizing key functions, navigation, and common tasks for each user role;
(c) Recorded video tutorials covering platform navigation, module-specific functionality, and common use cases; and
(d) Release notes and updated documentation accompanying material platform updates.
Training materials shall be updated by Clearpoint at least annually or upon material platform updates that affect the functionality or user interface of the Licensed Modules, whichever occurs first. Updated training materials shall be made available to Quorum through the ClaimsIQ™ platform's integrated help center and Clearpoint's customer documentation portal.
7.3 Ongoing Training
Additional training sessions beyond those specified in Section 7.1 may be requested by Quorum at any time during the term of the Agreement. Such additional training shall be provided at Clearpoint's then-current professional services rates, which as of the Effective Date are two hundred fifty dollars ($250.00) per hour, and shall be agreed in advance in writing. Clearpoint shall provide Quorum with an estimate of the scope and cost of any requested additional training prior to commencement.
Section 8 — Acceptance Criteria and Testing
8.1 Milestone Acceptance Process
Upon completion of each implementation milestone (Milestone 1, Milestone 2, and Milestone 3, as described in Section 5), Clearpoint shall deliver a written notice of milestone completion ("Completion Notice") to Quorum's project manager. Each Completion Notice shall include a summary of completed activities, confirmation that all deliverables for the applicable milestone have been delivered, and any known open items or caveats. Quorum shall have fifteen (15) business days from receipt of such Completion Notice to conduct acceptance testing against the acceptance criteria set forth in Section 8.2 below (the "Acceptance Testing Period").
8.2 Acceptance Criteria
Each milestone shall be deemed accepted if all of the following criteria are satisfied as of the conclusion of the Acceptance Testing Period:
(a) The ClaimsIQ™ platform is accessible to authorized named users at the applicable Deployment Site(s) and functions materially in accordance with the platform documentation provided by Clearpoint, including the functional specifications for each Licensed Module;
(b) All Licensed Modules — Claims Triage Module, Fraud Detection Module, Analytics Dashboards Module, and OCR/Document Ingestion Module — are operational and available for use at the applicable Deployment Site(s);
(c) API integrations with Quorum's policy administration system and claims management system are functioning and exchanging data in conformity with the integration specifications agreed upon during the implementation phase;
(d) Single sign-on (SSO) integration with Quorum's enterprise identity provider is operational and has been successfully tested with representative users from each applicable user role;
(e) No Severity 1 (critical/system-down) defects or unresolved Severity 2 (major functionality impaired) defects exist as of the acceptance date. For avoidance of doubt, the existence of Severity 3 (minor issue) or Severity 4 (informational/enhancement request) items shall not constitute grounds for rejection of a milestone; and
(f) All data migration activities for the applicable Deployment Site have been completed, and migrated data has been validated and reconciled to Quorum's reasonable satisfaction.
8.3 Rejection and Cure
If Quorum reasonably determines that the acceptance criteria set forth in Section 8.2 are not met for a given milestone, Quorum shall provide Clearpoint with written notice specifying in reasonable detail the deficiencies identified (a "Rejection Notice"). Upon receipt of a Rejection Notice, Clearpoint shall have ten (10) business days to cure the identified deficiencies (the "Cure Period"). Following completion of the Cure Period, Quorum shall have an additional five (5) business days to conduct re-testing of the previously identified deficiencies.
If deficiencies identified in the Rejection Notice remain uncured after two (2) consecutive cure-and-retest cycles (i.e., a total of twenty (20) business days of cure effort and ten (10) business days of re-testing), Quorum may, at its sole election:
(a) Grant Clearpoint an additional cure period on such terms as Quorum deems appropriate; or
(b) Invoke the termination provisions of the Agreement, including without limitation the termination-for-cause provisions set forth in the Agreement, and exercise any and all remedies available thereunder.
8.4 Deemed Acceptance
If Quorum does not deliver a written acceptance or a written Rejection Notice within the fifteen (15) business-day Acceptance Testing Period, the applicable milestone shall be deemed accepted, unless Quorum has timely notified Clearpoint in writing (prior to the expiration of the Acceptance Testing Period) of a good-faith need for a reasonable extension of the Acceptance Testing Period, specifying the reason for the extension and the estimated additional time required. Extensions of the Acceptance Testing Period shall not exceed ten (10) additional business days without Clearpoint's written consent, which shall not be unreasonably withheld.
Section 9 — Support and Maintenance
9.1 Standard Support
Standard support is included in the subscription fees set forth in the Agreement at no additional charge to Quorum. Standard support includes the following:
(a) Support Portal. Access to Clearpoint's online support portal for ticket submission, tracking, and status updates, available twenty-four (24) hours per day, seven (7) days per week, three hundred sixty-five (365) days per year.
(b) Telephone and Email Support. Live telephone and email support staffed by Clearpoint's customer support engineering team during business hours: Monday through Friday, 8:00 AM to 8:00 PM Eastern Time, excluding the following federal holidays: New Year's Day, Martin Luther King Jr. Day, Presidents' Day, Memorial Day, Juneteenth, Independence Day, Labor Day, Columbus Day, Veterans Day, Thanksgiving Day, and Christmas Day.
(c) Severity-Based Response Times. Clearpoint shall respond to support tickets within the following initial response time targets based on severity classification:
Severity classifications shall be initially assigned by Quorum when submitting a support ticket and may be reclassified by Clearpoint with Quorum's written concurrence if Clearpoint reasonably determines that a different severity level is appropriate. In the event of a dispute regarding severity classification, the matter shall be escalated to Quorum's CIO and Clearpoint's VP of Product & Engineering for resolution.
9.2 Platform Updates
Clearpoint shall provide all platform updates, patches, bug fixes, security updates, and new feature releases to the ClaimsIQ™ platform as part of the subscription at no additional charge to Quorum. All updates shall be applied to Quorum's production environment in a manner consistent with the maintenance windows and notice requirements set forth in Section 9.3 and Exhibit B (Service Level Agreement).
Clearpoint shall provide Quorum at least ten (10) business days' advance written notice of material platform updates that may affect Quorum's workflows, integrations, user interface, data schemas, or API endpoints. Such notice shall include a description of the changes, the anticipated date and time of deployment, and any actions required by Quorum. Clearpoint shall make pre-release versions of material updates available in Quorum's staging/test environment at least five (5) business days prior to production deployment to allow Quorum to conduct regression testing on its integrations.
9.3 Scheduled Maintenance
As set forth in Exhibit B to the Agreement (Service Level Agreement), Clearpoint's standard scheduled maintenance windows are Sundays, 2:00 AM to 6:00 AM Eastern Time, with a maximum of four (4) hours of scheduled downtime per calendar month. Clearpoint shall provide Quorum at least forty-eight (48) hours' advance written notice of scheduled maintenance activities, including a description of the maintenance to be performed and the anticipated duration. Scheduled maintenance that occurs within the designated maintenance window and for which proper advance notice has been provided shall not count against the uptime availability targets set forth in Exhibit B.