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Calderwood & Harkness LLP M&A / Corporate 12 docs · open →

Document types detected

Contract / agreement7

Analysis / memo3

Other1

Engagement letter1

Parties across the matter

Ashford Services IncAssociates LLPCPAs LLPCommunication During IncCounsel Quorum Insurance Holdings CorpDravello Data Compliance Advisors LLCENTERPRISE SAHARKNESS LLPHalcyon Partners LLCHarkness LLPParties Quorum Insurance Holdings CorpPlatform ENTERPRISE SAQuorum Digital Solutions LLCQuorum Insurance Holdings Corp

Chronology

2025-06-29 · closing-confirmation-letter.docx

… l 1, 2024 through March 31, 2025) should be expected by approximately June 29, 2025. Annual Penetration Test Executive Summary. Clearpoint is required to deliver an executiv …

2025-03-31 · closing-confirmation-letter.docx

… ycle, the next report (covering the period from April 1, 2024 through March 31, 2025) should be expected by approximately June 29, 2025. Annual Penetration Test Executive Sum …

2024-08-01 · closing-confirmation-letter.docx

… e execution of the Escrow Agreement on May 3, 2024 (i.e., on or about August 1, 2024), with subsequent deposits due on a rolling quarterly basis thereafter. Annual SOC 2 Type …

2024-06-02 · technology-escrow-agreement.docx

… ollowing 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 …

2024-05-26 · closing-confirmation-letter.docx

… due and payable within thirty (30) days of the Closing Date (i.e., by May 26, 2024). Accordingly, Quorum's payment was timely made and no late payment or other default exis …

2024-05-06 · closing-checklist.xlsx

… 2024. SUMMARY | All 12 closing deliverables confirmed complete as of May 6, 2024. Matter closed (closed_completed). Prepared by Gabrielle Moss, Calderwood & Harkness LLP. …

2024-05-06 · closing-confirmation-letter.docx

… Tel: (212) 555-4100 | Fax: (212) 555-4101 www.calderwoodharkness.com May 6, 2024 Patricia Okonkwo, Esq. General Counsel Quorum Insurance Holdings Corp. 280 Constitution P …

2024-05-03 · closing-checklist.xlsx

… law. | Quorum / Clearpoint / Granite Trust Company, N.A. | Complete | May 3, 2024 | Executed by all three parties. Granite Trust Company, N.A., 300 Main Street, Suite 100, …

2024-05-03 · closing-confirmation-letter.docx

… Technology Escrow Agreement (the "Escrow Agreement") was executed on May 3, 2024, by and among the following parties: (a) Quorum Insurance Holdings Corp. — as Beneficiary …

2024-05-03 · technology-escrow-agreement.docx

… TECHNOLOGY ESCROW AGREEMENT Dated as of May 3, 2024 among QUORUM INSURANCE HOLDINGS CORP. (Beneficiary) CLEARPOINT ANALYTICS, INC. (Depositor …

2024-05-02 · closing-checklist.xlsx

… surance Holdings Corp. (Malcolm Tsai, VP of Procurement) | Complete | May 2, 2024 | Payment of $1,400,000 remitted by Quorum to Clearpoint Analytics, Inc. Years 2–5 subjec …

2024-05-02 · closing-confirmation-letter.docx

… ($1,400,000) was remitted by Quorum to Clearpoint Analytics, Inc. on May 2, 2024. Pursuant to Section 4.1 of the SaaS Agreement, the initial annual subscription fee was d …

2024-04-26 · closing-checklist.xlsx

… konkwo, General Counsel) / Clearpoint (Anita Rajan, CEO) | Complete | April 26, 2024 | Signed by Patricia Okonkwo for Quorum and Anita Rajan for Clearpoint. Effective date: A …

2024-04-26 · closing-confirmation-letter.docx

… in Section 2 below. The Transaction closed and became effective as of April 26, 2024 (the "Closing Date"). We are writing to confirm that, as of the date of this letter, all …

2024-04-26 · exhibit-a-statement-of-work.docx

… RIPTION Exhibit A to the Enterprise SaaS Subscription Agreement dated April 26, 2024 (the "Agreement") Parties: Licensee: Quorum Insurance Holdings Corp., a Delaware corporat …

2024-04-26 · exhibit-b-service-level-agreement.docx

… al part of, that certain Enterprise SaaS Subscription Agreement dated April 26, 2024 (the "Agreement"), by and between: Quorum Insurance Holdings Corp., a corporation organiz …

2024-04-26 · exhibit-c-data-processing-addendum.docx

… PA") is Exhibit C to the Enterprise SaaS Subscription Agreement dated April 26, 2024 (the "Agreement"), by and between: Quorum Insurance Holdings Corp., a Delaware corporatio …

2024-04-26 · exhibit-d-security-requirements.docx

… REMENTS to the Enterprise SaaS Subscription Agreement Effective Date: April 26, 2024 This Exhibit D (this "Exhibit") is attached to and forms part of the Enterprise SaaS Subs …

2024-04-26 · saas-subscription-agreement-execution.docx

… ENTERPRISE SAAS SUBSCRIPTION AGREEMENT Execution Version April 26, 2024 by and between QUORUM INSURANCE HOLDINGS CORP. and CLEARPOINT ANALYTICS, INC. ClaimsIQ™ P …

2024-04-26 · technology-escrow-agreement.docx

… parties to that certain Enterprise SaaS Subscription Agreement dated April 26, 2024 (the "SaaS Agreement"), pursuant to which Depositor licenses to Beneficiary its proprieta …

2024-04-23 · closing-checklist.xlsx

… es) | Renata Vasquez / Patricia Okonkwo / Theodore Marsh / Damian Cho April 23, 2024 | Execution version circulated | Gabrielle Moss / Nathan Ikeda April 26, 2024 | SaaS Subs …

2024-04-23 · deal-points-memo.docx

… ton, Chief Information Officer, Quorum Insurance Holdings Corp. Date: April 23, 2024 Re: Summary of Material Changes — Enterprise SaaS Subscription Agreement between Quorum I …

2024-04-18 · closing-checklist.xlsx

… nt completed by Dravello Data Compliance Advisors LLC | Miriam Tanaka April 18, 2024 | Final negotiation call (all parties) | Renata Vasquez / Patricia Okonkwo / Theodore Mar …

2024-04-18 · deal-points-memo.docx

… d counter-redline received; five remaining open issues identified. • April 18, 2024: Final negotiation call held among all parties, including Patricia Okonkwo, Derek Langsto …

2024-04-15 · deal-points-memo.docx

… Fenwick DCA findings and Quorum's remaining open-issue positions. • April 15, 2024: Whitfield Greer revised counter-redline received; five remaining open issues identified. …

2024-04-10 · data-privacy-assessment-cover-memo.docx

… . FROM: Nathan Ikeda, Lead Associate, Calderwood & Harkness LLP DATE: April 10, 2024 RE: Data Privacy Impact Assessment — ClaimsIQ™ Platform (Clearpoint Analytics, Inc.) MATT …

2024-04-10 · deal-points-memo.docx

… act assessment completed by Dravello Data Compliance Advisors LLC. • April 10, 2024: C&H revised redline delivered to Whitfield Greer, incorporating Fenwick DCA findings and …

2024-04-08 · closing-checklist.xlsx

… cessor data-handling practices in privacy impact assessment completed April 8, 2024. SUMMARY | All 12 closing deliverables confirmed complete as of May 6, 2024. Matter close …

2024-04-08 · data-privacy-assessment-cover-memo.docx

… earpoint Analytics, Inc.'s ClaimsIQ™ platform, which was completed on April 8, 2024, by Dravello Data Compliance Advisors LLC ("Fenwick DCA"). The purpose of this memorandum …

2024-04-08 · deal-points-memo.docx

… received, reflecting Clearpoint's responses and counter-proposals. • April 8, 2024: Data-privacy impact assessment completed by Dravello Data Compliance Advisors LLC. • Ap …

2024-04-02 · closing-checklist.xlsx

… d to Whitfield Greer & Associates LLP | Nathan Ikeda / Gabrielle Moss April 2, 2024 | Whitfield Greer & Associates LLP counter-redline received | Damian Cho / Leona Burris A …

2024-04-02 · deal-points-memo.docx

… ld Greer, incorporating Quorum's material and structural comments. • April 2, 2024: Whitfield Greer counter-redline received, reflecting Clearpoint's responses and counter- …

2024-04-01 · closing-confirmation-letter.docx

… on the current audit cycle, the next report (covering the period from April 1, 2024 through March 31, 2025) should be expected by approximately June 29, 2025. Annual Penetra …

2024-03-31 · closing-checklist.xlsx

… t Report | SOC 2 Type II report covering audit period April 1, 2023 – March 31, 2024, conducted by Hawthorne & Ellers, CPAs LLP. Required delivery within 90 days of audit-per …

2024-03-31 · closing-confirmation-letter.docx

… Type II report, covering the audit period from April 1, 2023 through March 31, 2024, was provided as a closing deliverable and is discussed further in Section 4 below. Penet …

2024-03-31 · data-privacy-assessment-cover-memo.docx

… audit report — covering the audit period from April 1, 2023, through March 31, 2024, and conducted by Hawthorne & Ellers, CPAs LLP — addresses security controls that are rel …

2024-03-31 · exhibit-d-security-requirements.docx

… report covers the twelve (12) month period from April 1, 2023 through March 31, 2024. Clearpoint shall ensure that there is no gap in SOC 2 audit coverage throughout the Term …

2024-03-22 · closing-checklist.xlsx

… oint (Theodore Marsh) / Whitfield Greer & Associates LLP (Damian Cho) March 22, 2024 | Calderwood & Harkness first redline delivered to Whitfield Greer & Associates LLP | Nat …

2024-03-22 · deal-points-memo.docx

… engagement initiated; initial review of form agreement commenced. • March 22, 2024: C&H first redline delivered to Whitfield Greer, incorporating Quorum's material and stru …

2024-03-22 · negotiation-issues-memo.docx

… to Clearpoint's outside counsel, Whitfield Greer & Associates LLP, by March 22, 2024, incorporating the negotiation positions described herein, subject to Quorum's input on p …