Agreement for Consulting Services with Mark A. Pulido, dated March 29, 2018

This Agreement for Consulting Services (this “Agreement”) is effective as of the closing of the transactions contemplated by the Agreement and Plan of Merger, dated on or about March 5, 2018, by and among the Company, its wholly owned subsidiary New Heights Merger Corporation, and Butler Group Holdings, Inc. (the “Effective Date”) between Inovalon Holdings, Inc. (“Company”) and Mark A. Pulido (“Consultant”).

In consideration of the mutual covenants and conditions herein expressed, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, do hereby agree as follows:

the Company harmless against any claims against the Company relating to Consultant’s obligations thereunder. The Company will not be responsible for Consultant’s indirect expenses or other costs of doing business.

Consultant covenants and agrees, that as a Consultant at the Company, Consultant has entered into a relationship of confidence and trust with the Company, with respect to any Confidential Information which Consultant may acquire, have access to or develop in connection with, or as a result of, the consulting activities, or which the Company provides to Consultant in connection with such activities, including information which the Company is obligated to others to keep in confidence. During the term of this Agreement and following the termination of this Agreement, Consultant will keep all Confidential Information in confidence, and will not, without the Company’s prior written consent, either disclose Confidential Information to others or use Confidential Information, except as necessary in the ordinary course of Consultant’s duties pursuant to the terms of this Agreement or SOWs. Before providing any Confidential Information to any consultant or employee, Consultant will ensure that a nondisclosure agreement or an agreement containing terms substantially similar to those contained in this Section 5 is in place with each consultant or employee that is substantially similar to this Agreement and will provide a copy of such agreement to the Company. Before providing the Confidential Information, each employee or consultant to whom such disclosure is to be made will be notified that such Confidential Information is received in confidence and will be kept in confidence by such employee or consultant as set forth in this Agreement.

work for the Company will be works made for hire and the property of the Company, including any copyrights, patents, or other intellectual property rights pertaining thereto. In the event that any such works are not works made for hire, Consultant hereby assigns to the Company all of Consultant’s right, title, and interest, including all rights of copyright, patent, and other intellectual property rights, to or in such Consultant Works. Consultant agrees to promptly: (i) disclose to the Company in writing any Consultant Works; (ii) assign to the Company, at its request and without additional compensation, all of Consultant’s right to Consultant Work for the United States and all foreign jurisdictions; (iii) execute and deliver to the Company such applications, assignments, and other documents as the Company may request in order to apply for and obtain patents or other registrations with respect to any Consultant Works in the United States and any foreign jurisdictions; (iv) sign all other papers necessary to carry out the above obligations; and (v) give testimony and render any other assistance but without expense to Consultant in support of the Company’s rights to any Consultant Works. Consultant retains no rights in the Consultant Works and agrees not to challenge the Company’s ownership of the rights embodied in the Consultant Works. Consultant further agrees to assist the Company in every proper way to enforce the Company’s rights relating to the Consultant Works in any and all countries, including, but not limited to, executing, verifying and delivering such documents and performing such other acts (including appearing as a witness) as the Company may reasonably request for use in obtaining, perfecting, evidencing, sustaining and enforcing the Company’s rights relating to the Consultant Works. In the event that Consultant does not, for any reason, execute such documents within a reasonable time of Client’s request, Consultant hereby irrevocably appoints the Company as Consultant’s attorney-in-fact for the purpose of executing such documents on Consultant’s behalf, which appointment is coupled with an interest. Consultant will not attempt to register any works created by Consultant pursuant to this Agreement at the U.S. Copyright Office, the U.S. Patent & Trademark Office, or any foreign copyright, patent, or trademark registry.

(iii) during the performance of Consultant’s duties pursuant to this Agreement, Consultant will not use any property or copies of files, records, computer access codes, computer programs, manuals, documents or business plans or property which Consultant received or prepared or helped to prepare in connection with any former employment or otherwise obtained, unless she has full authority to do so, (iv) in performing the Work, Consultant will not violate or infringe upon the rights of any third party, and (v) Consultant is not party to any arrangement or agreement (other than this Agreement) relating to the provision of services by Consultant, directly or indirectly, including any agreements with former employers regarding non-competition, the protection of confidential information and non-solicitation of customers or employers, that would conflict in any manner with the Work to be provided to the Company hereunder. Prior to undertaking any assignment, Consultant will confirm the absence of any conflicts of interest or other ethical limitations on performing the required services.

INTENDING TO BE BOUND, the parties have caused this Agreement to be executed and delivered by their duly authorized officers or agents as set forth below.

Date:    March 29, 2018                By:    /s/ June Duchesne            

Name:    June Duchesne

Title:    Chief Legal Officer

Date: March 29, 2018                    By:    /s/ Mark A. Pulido            

Name:    Mark A. Pulido

Title:    Individual

Address: [ADDRESS]

                    

The parties agree that the terms and conditions of the Agreement for Consulting Services dated the closing of the Merger (the “Agreement”) will govern this Statement of Work # 1 (“SOW”). In the event of a conflict between the relevant documents, the terms and conditions of this SOW will control and prevail over the underlying Agreement. Capitalized terms used but not defined herein will have the meanings set forth in the Agreement.

i) to support the successful post-transaction integration, operation and achievement of ABILITY Network, Inc.’s (“ABILITY”) 2018 operating plan; ii) the identification and achievement of cost synergies between ABILITY, the Company, and related entities; iii) the identification and achievement of incremental revenue synergies between ABILITY, the Company, and related entities; iv) the continuity of ABILITY’s relationships with its employees; v) the continuity of ABILITY’S relationships with other companies, persons, and other third parties; and vi) other initiatives identified by the Company to achieve the success of the transaction.

Consultant will have a weekly executive one-on-one call with the Company’s CEO and Chairman Keith Dunleavy and bi-weekly will provide an executive summary consisting of priorities, progress, challenges, and opportunities.