STATEMENT OF WORK This STATEMENT OF WORK is made as of _______________________, 2020 (the "SOW Effective Date"). This SOW is entered into in accordance with the provisions of the Master Services Agreement (the "Agreement"), by and between ROOTS AUTOMATION, INC. and ____________________________ ("Customer"). This SOW is subject to the terms and conditions contained in the Agreement between the parties and is made a part thereof. Any term not otherwise defined herein shall have the meaning specified in the Agreement. In the event of any conflict or inconsistency between the terms of this SOW and the terms of this Agreement, the terms of this SOW shall govern and prevail. 1. Services a. Subscription Services. Roots shall provide Automation-as-a-Service in which it offers Robotic Workers which execute the Customer’s business processes in the manner set forth in the SOW (the “Subscription Service”). The Subscription Service shall include Roots’ proprietary software, Roots’ cloud environment, Third-Party Software, and any Roots Documentation provided to Customer by Roots pursuant to this Agreement as set forth in the SOW and any applicable Purchase Order. b. License. Roots hereby grants to Customer a limited, non-exclusive, revocable, and non-transferable, non-sublicensable, right to use the Subscription Services during the Term solely (i) for Customer’s own internal business purposes; (ii) subject to the terms and conditions of this Agreement and applicable Order; and (iii) for the number of processes subscribed and paid for pursuant to the applicable Order. Except with respect to Process Specific Code and Customer Documentation, the rights to which are granted to Customer, any and all rights not expressly granted to Customer are reserved by Roots. The Customer agrees to provide any and all required licenses, rights and privileges for any system and/or application that the Customer uses to execute their business processes and would therefore be required by Roots’ Robotic Workers to properly execute the Customer’s business processes. c. Restrictions. Customer may not (and may not knowingly permit any other party to): (i) license, sublicense, sell, resell, rent, lease, copy, transfer, assign, distribute modify, make derivative works or otherwise commercially exploit the Subscription Service or the Intellectual Property; (iii) reverse engineer, decompile, disassemble, or otherwise seek to obtain the source code or non-public API’s; (iv) interfere with or disrupt the integrity or performance of the Subscription Service; (v) attempt to gain unauthorized access to the Subscription Service; (vi) publish Supplementary Data or any data derived therefrom or otherwise use the Subscription Service other than for lawful, internal, business purposes; (vii) incorporate the Subscription Service (or any part thereof) into another product or service except to the extent provided under any Order or otherwise use the Subscription Service (or any part thereof) to provide any product or service to a third party, (viii) remove or obscure any Marks or other notices contained in it (including from any Supplementary Data, Roots Documentation and, any reports or data printed from the Subscription Service); or (ix) make use of the Subscription Service in any way to: (a) build a competitive product or service; (b) build a product using similar ideas, features, functions or graphics; or (c) copy any of its ideas, features, functions, or graphics. Customer shall comply with all applicable laws and regulations concerning export, data privacy and protection and cooperate with Roots in connection with compliance thereto. Roots retains the right to suspend or terminate the Subscription Service or this Agreement immediately for any breach by Customer of this Section. Roots acknowledges and agrees that the foregoing shall not in any way restrict Customer’s use of the Process Specific Code and Customer Documentation. 2. Project Overview & Objectives a. b. c. 3. Scope of Work a. Implementation. [Describe the solution that Roots will provide.] Roots will use its Digital Workers-as-a-Service platform to build and maintain a robotics capability (‘the robot’) that will engage in, and process, approximately 60,000 HCFA forms a year for Customer (each such form, a “Transaction”). The actions the robot will take will be co-defined by Customer and Roots. The full suite of robotics capabilities described herein will be delivered to Customer in two phases: i. Phase I will automate approximately 9,000 HCFA 1500s and associated documents that Customer receives through an Electronic Data Interchange (EDI). ii. Phase II will automate the intake, transcription (OCR), and entry of approximately 51,000 HCFA 1500s that arrive by paper (snail mail) as well as all associated documents. Each phase will include a user acceptance testing (UAT) cycle and a hypercare period. Regular maintenance of the robot will follow the hypercare period. b. Regular Maintenance. Roots’ automation solutions strive to be as complete and accurate as possible. However, as with all technology solutions, there may exist temporary defects. These defects may occur because of unexpected scenarios, configuration changes of underlying systems, or other causes that are not foreseeable. Roots will seek to identify, correct for, and minimize the impact of such scenarios. c. Change Requests. Given the nature of robotic process automation technologies, if Customer changes/replaces one of its systems, processes, or work materials, Roots will work with Customer to identify the impact on the robot, scope the changes, and the required time and cost to implement the changes. Roots terms this activity and any subsequent actions a Change Request. Change requests up to a total annual effort of 50 hours, as documented by Roots on incoming requests, are deemed reasonable and customary and are included in the SOW pricing at no additional cost to Customer. Change requests beyond the 50 hours annual allotment are billed at a rate of $200/hour. Customer has the option to request and negotiate a new SOW for any change request that will require more than 25 hours or $5,000 to complete. d. Out of Scope. [Add detail on any items that are out of scope for this project.] For this Statement of Work, other types of medical claim forms and managed care forms (e.g., UB-04, UB-92) and related transactions not specifically contemplated above are out of scope. 4. Permitted Users. Customer may permit its Users to use and access the Subscription Service, provided, that Customer remains responsible for compliance by each such User with all of the terms and conditions of this Agreement, and any such use of the Subscription Service is for the sole benefit of Customer. Each User must have a unique Username (an e-mail address) and password combination for using the Subscription Service (each, a “User Account”). A User Account may not be shared among multiple Users. A new User Account may be set up for each new User in replacement of User Accounts that have been de-activated or no longer have access to Subscription Product. Roots may audit Customer’s User count and use through the Subscription Service at any time. Customer is responsible for strictly maintaining the confidentiality and integrity of Usernames and passwords, and must promptly notify Roots upon becoming aware that the security or integrity of a Username or password has been compromised. Roots may contact Users directly to troubleshoot product issues, to conduct training and coaching, or to advertise its products, features and services. 5. Robotic Processing Windows. As a means to keep Customer’s costs low, Roots’ Digital Workers-as-a-Service do not run 24/7/365. Instead the Service operates as required based on the volume of transactions for any given month. For example, in some months, the robotics may only run for an hour a day based on the number of available transactions. In other months, the robotics may run continuously if the transaction volumes require it. Roots monitors incoming activity/transactions and will turn the robotics on and off as required. The time when the robotics is running will hereafter be referenced as the “robotic processing window.” 6. Deliverables a. A Roots Digital Worker-as-a-Service that can interact with the Customer’s existing work materials and applications. b. A software solution that identifies exceptions to process and allows Customer’s employees to assist in the resolution of exceptions. c. An online portal and dashboard from which Customer’s employees can review and interact with the Digital Worker that Roots has developed. 7. Term. The services described in this SOW will begin on ____________ and shall continue until _________________. 8. Project Milestones a. Project Initiation. During Project Initiation, Roots will facilitate a project kickoff meeting with the engaged stakeholders from Customer. A detailed process capture session will document the process at a keystroke level, including all relevant exceptions and possible paths throughout the process. The output from this work will be a Process Definition Document (PDD), detailing the current process for confirmation by Customer. To minimize the impact to the Customer’s subject matter experts (SMEs) a portion of these sessions will be performed remotely via screen-sharing/ recording technologies. b. Identification & Design. Using the approved PDD Roots will develop a Solution Design Document (SDD) that details how the robot will function. The SDD will be reviewed and formally accepted by the Customer before Roots begins any development work. c. Build. The robot will be built as per the agreed terms of the SOW and in the manner described in the approved SDD. Roots will facilitate weekly progress reviews with Customer’s SMEs and leadership. Any mutually agreed changes to the robot’s functionality will be documented in revisions to the SDD. The build phase finishes when Roots delivers the robot to UAT for Customer evaluation. d. UAT. Customer, in collaboration with Roots personnel, will test robot. Customer will sign-off that the robot is ready for Hypercare. e. Hypercare & Production. Under Hypercare, the automation is moved to production, and Roots monitors and adjusts the performance and completeness of the robot. 9. Dependencies. Customer is responsible for providing access to a named resource to coordinate Customer’s other resources and obtain required information, system access, permissions, and licenses necessary for Roots to complete the agreed-upon services. This resource may also be the same as the SME for the process in scope. Customer and Roots collaborate on the appropriate security setup for the Roots solution to access Customer’s network, systems, and data as required to deliver the agreed-upon services. Customer personnel and systems must be available to Roots team members throughout the engagement. Customer’s Primary Contact (Named Resource) Address 10. Fee Schedule a. Implementation Fees. To develop and enable the robot for Customer, Roots charges Customer Implementation Fees (the “Implementation Fees”). Implementation Fees include infrastructure setup in the Roots Cloud, the development of the robot, UAT, and Hypercare. Fifty (50%) percent of the Implementation Fee shall be due and payable within thirty (30) days from commencement of the project. The balance of the implementation fee shall be due within thirty (30) days of the bot moving to production. For the services described herein, Roots will charge Customer the following Implementation Fees: Phase/Process/Project Implementation Fees Charged After Charged On or Around Phase I Hypercare Phase II Hypercare b. Subscription Fees. To run, maintain, and enhance the robot for Customer, Roots charges Customer Subscription Fees (the “Subscription Fees”). In addition to running, maintaining and enhancing the robot, Subscription Fees include (1) all infrastructure, technology, and licenses that Roots agree to provide to run the robot; (2) access by Customer’s employees to the Roots Cockpit; and (3) all services described in Regular Maintenance section of this SOW. The initial term of the Subscription is 36-months (3-years) beginning on the day the robot leaves the Hypercare stage. The Subscription assumes the following Annual Expected Volume: Phase/Process Annual Expected Volume Phase I 50,000 Phase II 10,000 For the services described herein, Roots will charge the Customer the following Subscription Fee on an annual basis, beginning within thirty (30) days of the bot moving to production (the “Subscription Payment Date”) and each year thereafter on the anniversary of the Subscription Payment Date. Phase/Process Annual Subscription Fee Beginning On or Around Ending On or Around Phase I Phase II At the end of months 12, 24, and 36, if the number of individual transactions that the robot has touched during the preceding 12-months exceeds the Annual Expected Volume, Roots will charge $3.50 (the “Overage Transaction Fee”) for each additional transaction. For example: If the Annual Expected Volume is 1000 transactions and at the end of the annual period the robot has touched 1,100 transactions, Roots will invoice Customer $350 in addition to the normal monthly Subscription Fee. 11. Automatic Subscription Renewal. The Subscription, without any further act or formality on the part of Customer or Roots, on the expiration of the Initial Term or any Renewal Term, be automatically renewed for a further term of one (1) year (each a “Renewal Term”) unless Customer or Roots gives notice of termination under the terms listed in the “Termination of this SOW” section of this SOW. The Subscription Fee during a Renewal Term will be the prior Term’s Subscription Fee plus an adjustment for inflation pegged to the US Bureau of Labor & Statistic’s “12-month percentage change, Consumer Price Index: All items less food and energy” at the time of renewal (https://www.bls.gov/charts/consumer-price-index/consumer-price-index-by-category.htm). The Overage Transaction Fee will also be adjusted using the same inflation value described above. 12. Termination of this SOW. In the event of Termination of this Statement of Work prior to the scheduled expiration of this agreement the following fee schedule will apply: (a) Fifty (50%) percent of Implementation Fees paid up front are non-refundable; (b) The remaining 50% of the Implementation Fees are owed in full if the project has progressed to the Hypercare phase. In the event of Termination of this SOW, once a Phase/Process/Project has moved beyond UAT, Customer will be responsible for all Implementation Fees and Customer will pay the lesser of 18-months of Subscription Fees or the total value of the remaining months of the Initial Term or current Renewal Term. Notwithstanding the foregoing, Customer may terminate this SOW and shall be relieved of any Subscription Fees payment obligations if the Roots Cockpit does not maintain an average “uptime” of at least 98% over the course of 3-months (excluding any mutually-agreed maintenance windows), or where the robot does not, when averaged over 3-months, process 90% of all transactions within 96-hours of the transaction being available to the robotics for processing (excluding any mutually-agreed maintenance windows), or with at least thirty (30) days prior written notice of the scheduled expiration of the term or any extension thereof. Processing a transaction is defined as the robot completing an item that needs to be worked (i.e., completing the entry of a HCFA 1500 into the Managed Claims system) or notifying Customer through the Roots Cockpit that an exception to the process has occurred. An exception may occur because of (but is not limited to) poor data quality, invalid information, or items deemed out-of-scope. For the avoidance of doubt, should Customer cancel this SOW once Phase/Process/Project has been moved to UAT and prior to Roots being made whole for all Implementation Fees, Customer will be responsible for paying any outstanding Implementation Fees. 13. Invoicing Procedure. Invoices shall be submitted monthly, referencing this SOW to the Named Resource indicated above. Each invoice will reflect charges for the period being billed and cumulative figures for previous periods. Terms of payment for each invoice are due 30 days following receipt by Customer of a proper invoice. Roots shall provide Customer with enough details to support its invoices. Customer shall notify Roots of any objections to any invoice and any amounts contained therein within ten (10) days after the date of the applicable invoice specifying: (a) the basis of such objection, in reasonable detail; and (b) the exact amounts that Customer is objecting to. 14. Service Levels. Roots shall provide the following services during the Initial Term and any subsequent Renewal Term: (a) Roots will provide resources to troubleshoot and solve issues that arise while the robot is in production. (b) Customer will have the ability to contact and engage with Roots’ resources Monday through Friday between 9am EST – 5pm EST unless otherwise specified and agreed with 10 days prior notice. (c) Roots will actively monitor the robot during the Robotic Processing Window and engage with the Customer team to discuss and implement appropriate continuous improvement activities to improve stability and delivery as designed and agreed upon in the Solution Design Document. (d) Roots will provide immediate notification of system outages that might impact Customer (planned or unplanned). (e) The following service levels will be adhered to in the event of outages or other challenges occurring with the robot: • Critical Incidents - The robot is not able to process work as intended – 1-hour response / <1-day resolution • Urgent Incidents - The robot is not functioning to full capacity, while able to deliver most functionality as intended – 5-hour response / < 3-day resolution • Non-Urgent Incidents – The robot components or other aspects not functioning as desired, while fully delivering core functionality as intended – 24-hour response / best-efforts resolution During Regular Maintenance, Roots will host performance meetings with Customers stakeholders, including Sponsors, Product Owners, SMEs and appropriate Technology partners to solicit feedback and foster an environment of partnership to improve the overall effectiveness of the robot. Response time is defined as the elapsed time between notification of a problem to Roots and the time that remediation begins. Resolution time is defined as the elapsed time between notification of a problem to Roots and the time the problem is resolved. Roots’ Digital Workers-as-a-Service strive to be as complete and accurate as possible, enabling appropriate exception handling when a work item is not possible to automate, however as with all solutions, there may exist temporary defects which occur either due to unexpected scenarios, configuration changes of underlying systems, or other causes which are not foreseeable. In these scenarios, Roots will seek to identify, correct for, and minimize the impact of such scenarios. Such scenarios will not be considered 'downtime' unless they breach the maintenance SLAs otherwise agreed herein and impact the ability of the solution's overall effectiveness. 15. Assumptions. a. Customer will provide immediate notification of outages to Customer systems, applications, etc. that the robot requires to complete work. Roots is not responsible for any lost activity or work product. b. Roots Digital Workers-as-a-Service and the robot will be developed and deployed remotely. The robot will require appropriate remote access to all relevant Customer systems and data sources. c. Preparing test cases for UAT will be Customer’s responsibility. d. Processes will be managed by the robot as agreed upon within the Solution Design Document. Any requested changes will be agreed upon by both parties before acceptance into a revised Solution Design Document. e. Applications will be accessed directly, outside of any Citrix or similar screen imaging technology f. Customer will create all required environments (Development and / or Test) required before project initiation. g. Customer will create appropriate user accounts for Roots during project initiation with appropriate access to systems, applications, and data sources required to develop the robot. h. Customer will provide access to subject matter experts, information, and documentation (or facilitate relevant working sessions) required to define the process to Roots. i. Customer will provide timely response to information requests and any required signoffs. 16. Defined Terms. a. “Process Specific Code” shall mean any code customized by Roots for use only by Customer or developed by Roots on Customer’s behalf that incorporates Customer know-how or is used by Roots’ Robotic Workers to interact with Customer’s homegrown systems. b. “Robotic Workers” shall mean the code developed and deployed by Roots that allows a process to be automated along with the license or licenses that are required to run that code. c. “Roots Cockpit” shall mean the software and website that Roots provides Users from which Users are able to interact with Robotic Workers, review operational performance, provide feedback, and troubleshoot problems. d. “Roots Documentation” shall mean any documentation made available to Customer by Roots in connection with the Subscription Service. e. “Services” shall mean the products and services, including, without limitation, the process automation, the robotics, the Roots Cockpit, and any other software application used to execute Customer’s business processes, together with any Documentation provided to Customer by Roots pursuant to this Agreement and any Order hereunder. f. “Supplementary Data” shall mean any third-party data that Roots has sourced and licensed to use within the Subscription Service and/or any Process Specific Code. Examples of this data can include, but are not limited to, geolocation information, foot-traffic and store visitor insights data, medical diagnostic codes and procedure codes. g. “Third-Party Software” shall mean any software for which Roots has obtained a license from a third-party for use within the Service. IN WITNESS WHEREOF, the Parties have executed this STATEMENT OF WORK as of the date above written. CUSTOMER [CUSTOMER NAME] ROOTS ROOTS AUTOMATION, INC. Signature: Signature: Print Name: [NAME] Print Name: Chaz Perera Print Title: [TITLE] Co-Founder & CEO Date: [MM/DD/YYYY] Date: [MM/DD/YYYY]