EX-10.1




 Exhibit 10.1 

CONSULTING AGREEMENT 

THIS CONSULTING AGREEMENT (this “Agreement”) is made effective as of May 24, 2022 (the “Effective
Date”), by and between iCAD, Inc., a Delaware corporation having a principal place of business at 98 Spit Brook Road, Suite 100, Nashua, NH 03062 (“iCAD”), and Daley and Associates, LLC, an organization with an address at One
Financial Center, Boston, MA 02111 (“Contractor”). 
 WHEREAS, iCAD and Contractor desire to set forth the terms and conditions
whereby the Company will engage Contractor and certain specified Contractor employees as independent contractors and/or independent subcontractors to provide certain consulting services. 

NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as
follows: 
 1. Scope of Services. 

(a) iCAD may, from time to time, engage Contractor personnel to provide iCAD with certain consulting services (the “Services”)
specified and described in a Statement of Work (hereinafter a “SOW” or a “Statement of Work”). Such Services may be provided directly to iCAD or to an iCAD customer or client (a “Customer”) as more
specified in the Statement of Work. The initial Services engagement is set forth and described in the Statement of Work that is attached hereto as Exhibit A. This Agreement does not impose on iCAD an obligation to deal exclusively with
Contractor for services similar to the Services. Conversely, Contractor is free to, and will, engage in work and/or provide services or the like to third-parties other than the Company. The terms and provisions of this Agreement shall control over
any conflicting provisions of the Statement of Work unless the Statement of Work expressly references the provision of this Agreement that it is to control over (in which case such provision in the Statement of Work shall control over such
referenced provision but only as it pertains to that Statement of Work). 
 (b) Each Statement of Work shall specify the Contractor employees
that will be providing the Services. Contractor will not voluntarily change any employees providing such Services without iCAD’s prior written consent. 

(c) If mutually agreed to in writing by the parties hereto, Contractor may perform or provide, from time to time, additional services and
deliverables to iCAD in addition to the Services set forth in the initial Statement of Work attached hereto as Exhibit A (“Additional Services”). Any such Additional Services shall be evidenced by one or more additional Statements
of Work which shall describe in detail the following information: (i) a detailed description of the Additional Services Contractor is to perform; (ii) an incorporation by reference of this Agreement; (iii) a projected timetable by
which each of the identified phases of the Additional Services are to be completed; (iv) iCAD’ special conditions of acceptance, if any; (v) the location where the Additional Services are to be performed; (vi) the projected
commencement and termination dates; (vii) Contractor’s compensation rates; (viii) maximum 













					
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authorized fee for the Additional Services and maximum reimbursable expenses, if any; (ix) names of Contractor’s employees who will provide such Services; (x) a timetable for
invoicing; and (xi) such other requirements for the Additional Services as may be agreed to by the parties. As used herein, “Statement of Work” shall refer to the Statement of Work attached hereto as Exhibit A with respect to
the Services and, once any additional statements of work for Additional Services are agreed to by both parties in writing, such additional statements of work for the Additional Services. Contractor shall not be obligated to undertake, and iCAD will
not be obligated to pay for, any Additional Services prior to iCAD and Contractor having signed a valid and complete Statement of Work for such Additional Services. 

(d) Contractor and iCAD may modify the terms of this Agreement or the Statement of Work (or provisions thereof) only in a written agreement
which is signed by both parties (a “Change Order”). If iCAD delivers to Contractor a written request for a Change Order, Contractor will prepare an estimate setting out the proposed changes which will be required to the Services,
any increase or decrease in the cost, and any impact to the time frame for delivery and/or completion of the Services. If, after receipt of the foregoing information, iCAD elects to continue with the Change Order, the parties hereto shall enter into
a written Change Order which identifies the foregoing changes, and the Statement of Work shall be deemed so modified upon the execution of such Change Order by both parties hereto. 

(e) Contractor may render the Services at such times and from a location of the Contractor’s choosing unless stipulated otherwise. Consultant shall bear
his own costs for securing and maintaining appropriate workspace, equipment and other resources and tools necessary to perform the Services. 

2. Term. The initial term of this Agreement shall commence as of the Effective Date and shall continue in effect until
terminated by the parties pursuant to Section 9 below 
 3. Payment Terms and Invoicing. 

(a) Fees. Fees to be paid to Contractor for the Services shall be as set forth in each applicable Statement of Work and set forth on the
invoice set forth in paragraph 3(c) below. 
 (b) Expenses. iCAD shall not be obligated to reimburse Contractor or any Contractor
employee for any out-of-pocket expenses incurred in connection with the performance of the Services, except for extraordinary or unusual expenses incurred by the
Contractor as reasonably necessitated in the performance of the Services, provided that Contractor first received the prior written consent of iCAD prior to incurring any such expenses. Contractor shall record such approved expenses on the invoice
described in paragraph 3(c) below. As a condition to receipt of reimbursement for such expenses, Contractor shall submit to the Company reasonable evidence or proof that the amount involved was expended and related to Services provided under this
Agreement. The Company shall have no obligation to reimburse Contractor for unreasonable expenses, expenses that are not related to Company business and the Services, expenses in excess of the amount, if any, that were approved in advance by the
Company, or expenses that are demonstrably not in accord with this Agreement. 













					
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 (c) Invoicing. Contractor shall render invoices to iCAD in accordance with the
invoicing terms set forth in the Statement of Work. Unless otherwise specified in the Statement of Work, Contractor shall present an invoice to iCAD monthly in arrears within two days following the end of each calendar month. The invoice shall
indicate the nature of the work performed, the hours expended, the hourly rate for the Contractor employee providing such work (if applicable), and any reasonable expenses incurred by Contractor which are to be paid by iCAD pursuant to
Section 3(b) above, (including any reasonable documentation required by iCAD), as well as the total amount then due. In such invoices, Consultant shall set forth sufficient detail to permit the Company to reasonably ascertain the tasks
performed during the hours billed, and, upon the Company’s request, Consultant shall deliver to the Company in a reasonably usable form and format his work product. Undisputed invoices shall be due and payable within thirty (30) days after
receipt of the invoice and all required documentation, unless other terms of payment are expressly set forth in the Statement of Work. 
 (d)
Taxes. Contractor shall be responsible for the withholding and/or payment, as required by law, of all federal, state and local taxes or contributions required or imposed on Contractor or its employees because of the performance of the
Services hereunder. Further, Contractor shall comply with all federal and state benefits laws applicable to Contractor or its employees, if any, including making deductions and contributions to social security a unemployment tax, and any other
payment due. Each party shall be responsible for the payment of other taxes, if any, imposed upon it in connection with, or as a result of, this Agreement. Notwithstanding the foregoing, taxes or similar liabilities chargeable against the income or
gross receipts of Contractor shall be paid by Contractor. The Company will record payments to Contractor on an Internal Revenue Service Form 1099, and will not withhold any federal, state or local employment taxes on Contractor’s behalf.
Contractor shall defend, indemnify and hold harmless the Company for any claim, proceeding, damages and liability, including but not limited to attorney’s fees and costs, arising from Contractor’s breach of the provisions of this
paragraph. 
 4. Confidential Information. 

(a) During the term of this Agreement, each party may provide the other party with access to information that is confidential and proprietary
information of the disclosing party or its customers (the “Proprietary Information”). Proprietary Information shall include any information or trade secrets of the disclosing party and of any third party that the disclosing party is under
obligation to keep confidential, including without limitation information respecting technology inventions, products, designs, methods, know-how, techniques, systems, processes, prototypes, software programs,
customer identities, projects, plans and proposals, pricing and market data, business plans and strategies, contracts, research, customer and prospect lists. Additional Proprietary Information shall be so designated by the disclosing party. The
receiving party acknowledges that the Proprietary Information is and shall remain, the sole and exclusive confidential property of the disclosing party or its customers or licensors notwithstanding any access to the Proprietary Information provided
hereunder by the disclosing party to the receiving party. For the sake of clarity, any Proprietary Information of any iCAD Customer shall be deemed “Proprietary Information” under this Agreement. All information to be designated as
Proprietary Information shall be so designated in writing by the disclosing party, whether by 













					
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letter or by the use of an appropriate proprietary stamp or legend, prior to or at the time any such trade secret or confidential or proprietary information is disclosed by the disclosing party
to the receiving party. Information which is orally or visually disclosed to the receiving party by the disclosing party, or is disclosed in writing without an appropriate letter, proprietary stamp or legend, shall constitute Proprietary Information
if it would be apparent to a reasonable person, familiar with the disclosing party’s business and the industry in which it operates, that such information is of a confidential or proprietary nature the maintenance of which is important to the
disclosing party. 
 (b) The receiving party shall treat and hold the Proprietary Information as strictly confidential and shall take all
actions necessary to protect the confidentiality of the Proprietary Information. The receiving party shall not: (i) copy or reproduce the Proprietary Information or sell, assign, license, sublicense, or transfer, in whole or in part, or
disclose, the Proprietary Information to any other person or entity, including without limitation any parent, subsidiary or affiliate, without the prior written consent of the disclosing party; or (ii) decompile, disassemble or reverse engineer
any computer program supplied to receiving party as part of the Proprietary Information. The receiving party shall limit access to the Proprietary Information to those of its employees who are directly involved in any work, Services, or other
activities to be performed pursuant to this Agreement. The receiving party shall only disclose the disclosing party’s Proprietary Information to those of its employees who have a need to know such information to provide the Services or perform
their obligations under this Agreement and who are bound by a written confidentiality and nondisclosure agreement that contains the terms and provisions regarding confidentiality that are substantially similar to those contained in this
Section 4. All Proprietary Information made available to the receiving party, including any copies thereof, shall be returned immediately to the disclosing party upon request by the disclosing party and, in any event, upon expiration or
termination of this Agreement. 
 (c) Notwithstanding anything herein to the contrary, the obligations of the receiving party described in
subparagraph (b) with respect to maintaining the confidentiality of Proprietary Information shall not apply with respect to any information which would be Proprietary Information, except that it: (i) was previously known to the receiving
party, free from any obligations of confidentiality; (ii) is disclosed to the receiving party by a third party whom the receiving party has no reasonable basis for believing is subject to a confidentiality and nondisclosure agreement;
(iii) is or becomes available to the public other than by the unauthorized disclosure by the receiving party; (iv) is independently developed by the receiving party without the use of the disclosing party’s Proprietary Information; or
(v) is disclosed by the receiving party pursuant to law or administrative or regulatory authority. 
 5. Contractor Representations.

 (a) Contractor represents and warrants that it has full power to enter into this Agreement, to carry out its obligations under this
Agreement and to grant the rights granted herein to iCAD. Contractor and its employees shall comply with all federal, state and local laws, ordinances, codes, regulations, rules, policies, regulations and procedures and the requirements of any other
public or private authority, in each case as applicable to the performance by Contractor of its duties and responsibilities under this Agreement. 













					
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 (b) Contractor represents and warrants that it and its employees have the requisite skill,
experience and resources to perform the work described in the Statement of Work and that the Services shall be performed in a professional and workmanlike manner consistent with industry standards, exercising due skill and care and consistent with
applicable law. 
 (c) Contractor represents and warrants that the Deliverables (as defined below) and any other material provided to iCAD by
Contractor for use in connection with Contractor’s obligations hereunder shall not violate any third party’s intellectual property rights. 

(d) Contractor shall ensure that its personnel shall comply with iCAD’s Customer’s requests, rules and regulations (i) regarding
conduct of Contractor’s personnel, (ii) regarding security at Customer sites or in connection with Customer’s systems, and (iii) regarding document retention. Unless otherwise agreed by iCAD, Contractor’s personnel will
observe the working hours, working rules, and holiday schedules of such Customer while working on such Customer’s premises. 
 (e)
Contractor represents and warrants that (i) no Deliverable (as defined below) shall contain any material owned by any third party, except as disclosed to iCAD in writing prior to Contractor’s incorporating such material into any
Deliverable, and that as to any such material, Contractor shall have all rights necessary to provide to iCAD the full, unrestricted benefits to such material as incorporated into the Deliverable, including without limitation the right to use,
market, distribute and copy, and to provide such rights to others; (ii) all computer software delivered hereunder (if any), and the media on which any copy is so delivered, shall not contain any code which will destroy or alter data or program
code or interfere with the operation of the computer on which the software is used, or any other computer with which such computer exchanges data or storage media, except to the extent such actions are described in written documentation furnished
with the Deliverables so as to be under the knowing control of the user of the software; and (iii) all computer software delivered hereunder (if any) shall not contain any software subject to or governed by open source licenses, including,
without limitation, the GNU general public license. 
 For purposes of this Agreement, acceptance of the Services and Deliverables described
in each Statement of Work shall occur on the date such Services and Deliverables have met the completion criteria specified in the Statement of Work to the satisfaction of iCAD, as evidenced by issuance of written confirmation of completion and
acceptance by iCAD. iCAD may withhold payment for such Services or Deliverables in its discretion until it has accepted such Services and Deliverables. 

6. Ownership. 
 (a) All
documentation, algorithms, program code, discoveries, creations, any inventions and ideas, written material or other property, tangible or intangible, arising out of or resulting from Contractor’s performance of this Agreement or the Services
and all proprietary and intellectual property rights thereto, including patent rights and copyright rights therein and all items developed pursuant to a Statement of Work or delivered to iCAD hereunder by Contractor, (collectively, the
“Deliverables”) shall belong to iCAD immediately upon 













					
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development. As to copyrights, Contractor agrees that all Deliverables shall be deemed a “work made for hire” and that iCAD shall be deemed the author thereof for copyright purposes;
provided, however, that if any Deliverable is at any time determined to not be a work made for hire, this Agreement shall be deemed an irrevocable assignment of the copyright to the entire Deliverable. During the term of this Agreement and
thereafter at any reasonable time when called upon to do so by iCAD, Contractor shall execute patent applications, assignments to iCAD, and other papers and shall render such other reasonable assistance at iCAD’s expense that iCAD believes
necessary to secure for iCAD the full protection and ownership of all rights in and to the Deliverables. The filing of patent applications on inventions made by Contractor shall be decided by iCAD and shall be for such countries as iCAD shall elect.
iCAD shall bear all the expense in connection with the preparation, filing, and prosecution of applications for patents and for all matters provided in this Section 6 requiring the time and/or assistance of Contractor as to inventions. 

(b) Notwithstanding the above, Contractor shall continue to own all right, title and interest in and to all techniques, methodologies, objects,
modules, software, or other materials (including all intellectual property rights therein) created or obtained by Contractor prior to performing any Services under this Agreement or developed independent of this Agreement (“Contractor
Technology”). To the extent any Contractor Technology is incorporated into any Deliverable, Contractor hereby grants to iCAD a non-exclusive, perpetual, irrevocable, worldwide, royalty free, fully paid-up license (with the right to sublicense) to use, copy, modify, and create derivative works of and from such Contractor Technology for iCAD’s use, distribution or exploitation of the Deliverables.
Contractor shall also be free to use and employ its general skills, know-how, and expertise, and to use and employ any generalized ideas, concepts, know-how, methods,
techniques, or skills gained or learned during the course of any assignment, so long as it acquires and applies such information without disclosure of any confidential or Proprietary Information of iCAD and provided further that in no event shall
the Deliverables be used or provided to any third party without iCAD’s prior written consent. 
 7. Indemnification. 

(a) Indemnity. Contractor will defend, indemnify and hold harmless iCAD and its affiliates, and each of their directors,
officers, employees and agents (collectively, the “Indemnified Parties”), from and against any and all claims, losses, liabilities, damages and expenses (including, without limitation, reasonable attorneys’ fees) arising from
or relating to any claim, action or proceeding (each a “Claim”) brought by any third party based upon: (a) any actual or alleged breach of Contractor’s representations, warranties or covenants set forth in this Agreement
or any personal injury, death or damage to property caused by Contractor or its personnel; or (b) actual or alleged infringement, violation or misappropriation of any third-party patent, copyright, trademark, trade secret or other intellectual
property or proprietary right by any Services or Deliverable. Contractor will use counsel reasonably satisfactory to the Indemnified Parties to defend each Claim. Contractor will at all times keep the Indemnified Parties advised of the status of
each Claim and the defense of such Claim. The Indemnified Parties will cooperate (at Contractor’s cost) with Contractor in the defense. Any Indemnified Party may participate in the defense at its own expense. If at any time any Indemnified
Party reasonably determines that any Claim might adversely affect any Indemnified Party, such Indemnified Party may take control of the defense of the Claim at such Indemnified Party’s expense (without limiting Contractor’s indemnification
obligations), and in such event such Indemnified Party and its counsel will proceed diligently and in good faith with such defense. Contractor will not consent to the entry of any judgment or enter into any settlement without the Indemnified
Parties’ prior written consent, which may not be unreasonably withheld. Contractor’s duty to defend is independent of its duty to indemnify. 













					
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 (b) Infringement Remedy. If all or any part of any Services or Deliverable is
held, or Contractor determines that it could be held, to infringe, violate or misappropriate any third-party patent, copyright, trademark, trade secret or other intellectual property or proprietary right, Contractor at no cost to iCAD (and without
limiting any of Contractor’s obligations under Section 7(a)) will (a) procure for iCAD the right to continue using the item in accordance with the rights under this Agreement, (b) replace the item with a reasonable replacement
(including with respect to functionality, interoperability with other software and systems, and levels of security and performance; collectively, a “Replacement Item”) that does not infringe, wrongfully use or misappropriate any
third-party patent, copyright, trademark, trade secret or other intellectual property or proprietary right, or (c) modify the item so that it is a Replacement Item that no longer infringes, wrongfully uses or misappropriates any third-party
patent, copyright, trademark, trade secret or other intellectual property or proprietary right. If Contractor is unable to successfully accomplish any of the actions described above after promptly using its best efforts to accomplish each of them,
Contractor will, without limiting any other rights or remedies available to iCAD hereunder, refund to iCAD upon written request all amounts paid by iCAD hereunder in connection with the affected Services and Deliverables. 

(c) Limitation. Contractor’s obligations under Sections 7(a) and 7(b) will not apply to the extent the any Services or Deliverable
infringes, violates or misappropriates any third-party patent, copyright, trademark, trade secret or other intellectual property or proprietary right solely as a result of modifications made by iCAD other than as authorized by Contractor or its
agents. 
 8. Consequential Damages/Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND REGARDLESS OF WHETHER ANY
REMEDY SET FORTH HEREIN FAILS OF ITS ESSENTIAL PURPOSE, IN NO EVENT WILL ICAD OR CONTRACTOR BE LIABLE TO THE OTHER PARTY FOR (i) ANY COSTS OF PROCUREMENT OF SUBSTITUTE OR REPLACEMENT GOODS AND SERVICES, LOSS OF PROFITS, LOSS OF USE, LOSS OF OR
CORRUPTION TO DATA, BUSINESS INTERRUPTION, LOSS OF PRODUCTION, LOSS OF REVENUES, LOSS OF CONTRACTS, LOSS OF GOODWILL, OR ANTICIPATED SAVINGS OR WASTED MANAGEMENT AND STAFF TIME; (ii) ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL OR INDIRECT DAMAGES
WHETHER ARISING DIRECTLY OR INDIRECTLY OUT OF THIS AGREEMENT, EVEN IF ICAD OR CONTRACTOR HAVE BEEN ADVISED SUCH DAMAGES MIGHT OCCUR OR (iii) ANY CLAIMS OR DAMAGES IN EXCESS OF THE FEES ICAD PAID OR OWES CONTRACTOR FOR THE SERVICES GIVING RISE
TO THE CLAIM. NOTHING IN THIS AGREEMENT SHALL OPERATE SO AS TO EXCLUDE OR LIMIT A PARTY’S LIABILITY FOR DEATH OR PERSONAL INJURY ARISING OUT OF NEGLIGENCE OR FOR ANY OTHER LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED BY LAW. THE LIMITATIONS
CONTAINED IN THIS SECTION 8 SHALL ALSO NOT APPLY TO (A) A BREACH BY A PARTY OF ITS OBLIGATIONS SET FORTH IN SECTION 4 ABOVE (CONFIDENTIAL INFORMATION), (B) A BREACH OF SECTION 6 (OWNERSHIP) OR (C) CONTRACTOR’S INDEMNIFICATION
OBLIGATIONS SET FORTH IN THIS AGREEMENT. 













					
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 9. Termination. 

(a) Default. If either party fails to comply in any material respect with any of the covenants, agreements or conditions herein and such
failure continues for ten (10) business days after written notification from the non-breaching party, the non-breaching party may, at its sole discretion and in
addition to any other right or remedy available under applicable law or in equity, immediately terminate this Agreement. 
  

	 	(b)	 Termination by iCAD. iCAD shall have the option to terminate this Agreement or any Statement of Work,
for any reason or for no reason, effective immediately. 


  

	 	(c)	 Termination by Contractor. Contractor shall have the option to terminate this Agreement or any Statement
of Work, for any reason or for no reason, upon thirty (30) days prior written notice to Contractor. iCAD shall pay Contractor for the Services performed and accepted up through the date of termination. 



(c) Insolvency. Either party may terminate this Agreement by written notice to the other and may regard the other party as in default of
this Agreement, if the other party becomes insolvent, makes a general assignment for the benefit of creditors, files a voluntary petition of bankruptcy, suffers or permits the appointment of a receiver for its business or assets, or becomes subject
to any proceeding under any bankruptcy or insolvency law, whether domestic or foreign, or is wound up or liquidated, voluntarily or otherwise. In the event that any of the above events occurs, that party shall immediately notify the other of its
occurrence. 
 (d) Return of Materials. Upon termination or expiration of this Agreement, Contractor and iCAD shall forthwith return
to the other party all papers, materials and other properties of such other party held by each for purposes of performance of this Agreement. In addition, each party will assist the other party in orderly termination of this Agreement as may be
necessary for the orderly, non-disrupted business continuation of each party. 
 (e) Survival.
The rights and obligations of any party which by their nature extend beyond the expiration or termination of this Agreement shall continue in full force and effect notwithstanding the expiration or termination of this Agreement. 

10. Independent Contractor/Restrictive Covenants. It is understood and agreed that each of the parties hereto is an independent
contractor and that neither party is, nor shall be considered to be, an employee, agent, distributor or representative of the other. This Agreement does not constitute, and shall not be construed as constituting, an employment relationship between
the Company and any persons or as an undertaking by the Company to hire Contractor 













					
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or any persona as an employee of the Company. Neither party shall act or represent itself, directly or by implication, as an agent of the other or in any manner assume or create any obligation on
behalf of, or in the name of, the other. All personnel supplied or used by Contractor shall be deemed employees or subcontractors of Contractor and will not be considered employees, agents or subcontractors of iCAD for any purpose whatsoever.
Contractor and its personnel will perform the Services free of the direction, supervision and control of the Company, and will bear the benefit/risk and all profit and loss from rendering the Services. Contractor and its employees or subcontractors
will not be considered employees of the Company for any purpose, including, without limitation, any Company employment policy or any employment benefit plan, and will not be entitled to any benefits or compensation under any such policy or benefit
plan (including without limitation unemployment and workers compensation benefits or insurance). Contractor assumes full responsibility for the actions of all such personnel while performing Services under this Agreement and for the payment of their
compensation (including, if applicable, withholding of income taxes and the payment and withholding of social security and other payroll taxes), workers’ compensation, disability benefits and the like to the extent applicable to the personnel
involved. Contractor shall defend, indemnify and hold harmless iCAD against all liability and loss in connection with, and shall assume full responsibility for, payment of all federal, state and local taxes or contributions imposed or required under
unemployment insurance, social security and income tax laws, with respect to Contractor or its employees engaged in performance of this Agreement. During the term of this Agreement and for one year thereafter, Contractor shall not, directly or
indirectly solicit, make a proposal to, or provide services to individuals or companies known to Consultant to be a customer or a prospective customer of iCAD. 

11. Contractor Personnel. To the extent any employee or contractor of Contractor is on iCAD’s or iCAD’s
Customer’s premises, Contractor agrees that such persons will comply with all of iCAD or Customer rules, regulations and policies regarding the workplace as well as applicable security procedures. Contractor agrees that any equipment or other
personal property brought onto such premises during any such visit shall be at Contractor’s sole risk and iCAD nor its Customer shall be responsible for any loss or damage resulting to such equipment or personal property or to any person in
connection with such equipment or personal property. iCAD may request the replacement of any Contractor personnel that iCAD reasonably determines is not satisfactorily performing the Services (including for reasons of interpersonal skills) and
Contractor shall use commercially reasonable efforts to comply with such request. iCAD agrees to provide Contractor with prior notice of any such personnel that is not satisfactorily performing the Services and shall allow Contractor a ten
(10) day time period to correct such unsatisfactory performance issues. 
 12. Notices. All notices or demands required or
permitted to be given or made hereunder by a party shall be in writing and, except as otherwise expressly provided herein, shall be deemed to have been given if made by hand delivery with signed receipt, or one (1) day after mailing by
nationally recognized overnight courier with signature required, postage prepaid, addressed to the other party at its address designated on page 1 to this Agreement, or at such other address as such other party shall have furnished in writing to the
notifying party in accordance with this Section. 













					
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 13. Force Majeure. Neither party shall be liable for any delays or other non-performance resulting from circumstances or causes beyond its reasonable control, including, without limitation, fire or other casualty, act of God, strike or labor dispute, war or other violence, any law, order
or requirement of any governmental agency or authority or other causes beyond the reasonable control of such party (other than causes related to such party’s financial condition or with respect to the payment of money), provided that such party
has informed the other party of such force majeure event upon the occurrence thereof (including a reasonable estimate of the additional time required for performance) and such party uses best efforts and all due diligence to effect the required
performance as soon as reasonably practicable. 
 14. General Terms. 

(a) Severability. If any provision of this Agreement is declared or found to be illegal, unenforceable or void, then such provision
shall be null and void but each other provision hereof not so affected shall be enforced to the full extent permitted by applicable law. 

(b) Waiver. No waiver of any right or remedy hereunder with respect to any occurrence or event on one occasion shall be deemed a waiver
of such right or remedy with respect to such occurrence or event on any other occasion. 
 (c) Governing Law; Specific Performance.
The provisions of this Agreement shall be construed in accordance with the laws of the State of New Hampshire excluding its conflict of law provisions. The parties agree to sole venue in the state or federal courts located in the State of New
Hampshire, and each party hereby consents to the jurisdiction of such courts over itself in any action relating to this Agreement. The parties further acknowledge that if they breach their respective obligations under Sections 4 and 11, the non-breaching party may sustain injuries that cannot be adequately compensated by an award of damages. The breaching party agrees that the non-breaching party shall be
entitled to seek such injunctive relief as a court may determine to be appropriate therewith in addition to any other available equitable remedies and to available legal remedies. 

(d) Modifications In Writing. Any modification or amendment of any provision of this Agreement must be in writing and bear the signature
of the duly authorized representatives of both parties. 
 (e) Integration. This Agreement sets forth the entire agreement and
understandings between the parties hereto with respect to the subject matter hereof. This Agreement merges all previous discussions and negotiations between the parties and supersedes and replaces any other agreement that may have existed between
Contractor and iCAD with respect to the subject matter hereof. 
 (f) iCAD Affiliates. The rights granted to iCAD hereunder shall be
deemed to include all affiliates of iCAD and the purchaser of all or substantially all of iCAD’s assets. 













					
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 (g) Assignment. Contractor shall not assign or delegate its rights or obligations
hereunder without iCAD’s advance written consent. Subject to the foregoing, the Agreement and each of the provisions hereof shall inure to the benefit of and be binding upon the parties and their respective successors, administrators and
permitted assigns. 
 (h) Headings/No Presumption Against Drafter. The captions and headings throughout this Agreement are for
convenience and reference only, and the words contained therein shall in no way be held or deemed to define, limit, describe, explain, modify, amplify, or add to the interpretation, construction, or meaning of any provision of or the scope or intent
of this Agreement, nor in any way affect the Agreement. This Agreement shall be construed and interpreted fairly, in accordance with the plain meaning of its terms, and there shall be no presumption or inference against the party drafting this
Agreement in construing or interpreting the provisions hereof 
 (i) Publicity. Contractor will not issue any press releases, make any
other disclosures regarding this Agreement or its terms or the nature or existence of any relationship between the parties, or use iCAD’s trademarks, trade names or other proprietary marks in any manner in connection with this Agreement without
iCAD’s prior written consent. 
 (j) Counterparts. This Agreement and each SOW issued hereunder may be executed in multiple
counterparts, all of which taken together will constitute one single Agreement or SOW, as applicable, between the parties hereto. 













					
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 IN WITNESS WHEREOF, the parties have executed this Agreement under seal as of the date first
written above. 
  

							
	Contractor:	  	iCAD, Inc.
				
	By:	  	 /s/ Brian Daley
	  	By:	  	 /s/ Stacey Stevens

		  	Signature	  		  	Signature
				
		  	 Brian Daley
	  		  	 Stacey Stevens

		  	Printed Name	  		  	Printed Name
				
		  	  
	  		  	 CEO and President

		  	Title	  		  	Title

  













					
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	Consulting Agreement	  	 	  	Page 1

  

 EXHIBIT A 

STATEMENT OF WORK 
 This
Statement of Work sets forth certain terms and conditions regarding the performance of Services by Daley and Associates, LLC (“Contractor”) and shall be incorporated by reference into the Consulting Agreement by and between Contractor and
iCAD, Inc. (the “Agreement”). Capitalized terms used but not defined herein shall have the meaning set forth in the Agreement. The parties acknowledge and agree that the terms and conditions of the Agreement fully apply to the Services and
to this Statement of Work, and that each party has reviewed such terms and conditions and agrees to be bound thereby. 
  

	1.	 Timeline of Services to be Provided By Contractor/ Estimated Completion Date: 



The services shall commence May 24, 2022 and continue until terminated in accordance with Section 9 of the Agreement. 

 

	2.	 Services to be Provided: 



iCAD agrees to engage Contractor as the Company’s Interim Chief Financial Officer, to perform the duties in the job description attached
hereto in Addendum A (the “Services”). 
  

	3.	 Name(s) of Contractor Employees and/or Independent Contractors Conducting Services:



 Stephen P. Sarno 
  

	4.	 Services Site(s)/Locations(s): 



98 Spit Brook Road, Suite 100, Nashua, NH 03062 and remote, as needed. 

 

	5.	 Compensation: 



An hourly rate of $315.00, to be invoiced monthly. Services are not to exceed forty (40) hours per week 

6. iCAD Indemnification of Contractor. On appointment of Contractor to any role as an authorized Officer of the Corporation, iCAD will fully indemnify
Contractor to the fullest extent consistent with the By-Laws of the Corporation (if applicable) and permitted by, and except as prohibited under, applicable law from and against any liabilities, costs, claims
and expenses, including all costs and expenses incurred in defense of any proceeding (including attorneys’ fees) in which the Contractor is made a party by reason of the fact that Contractor is serving as an officer of the Corporation. This
indemnification provision shall not apply to any proceeding (i) initiated by Contractor or the Company relating to a dispute between Contractor and the Company with respect to this Agreement; or (ii) in connection with any proceeding in
which the Contractor is found by a final judicial or regulatory decision to have acted in bad faith or with willful disregard for any law, rule or regulation. 

  
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	Consulting Agreement	  	 	  	Page 2

  

 7. Directors and Officers Insurance. iCAD represents that it will use best efforts to maintain
directors’ and officers’ liability insurance during the term of Contractor’s engagement as an officer of the Corporation, providing coverage to Consultant on terms that are no less favorable than the coverage provided to the directors
and senior most executives of the Corporation, subject to the terms and exclusions of the applicable policy 

  
 A-2 














					
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	Consulting Agreement	  	 	  	Page 3

  

 IN WITNESS WHEREOF, the parties have caused this Statement of Work to be executed by
their respective duly authorized officers and attached to the Agreement this 24th day of May, 2022. 
  

							
	Contractor:	  	iCAD, Inc.
				
	By:	  	 /s/ Brian Daley
	  	By:	  	 /s/ Stacey Stevens

		  	Signature	  		  	Signature
				
		  	 Brian Daley
	  		  	 Stacey Stevens

		  	Printed Name	  		  	Printed Name
				
		  		  		  	 CEO and President

		  		  		  	Title
			
		  		  	iCAD, Inc. Human Resources
				
		  		  	By:	  	 /s/ Brian Testa

		  		  		  	Signature
				
		  		  		  	 Brian Testa

		  		  		  	Printed Name
				
		  		  		  	 Chief People Officer

		  		  		  	Title


  
 A-3 














					
	iCAD	  		  	
	Consulting Agreement	  	 	  	Page 4

  

 Addendum A 

Primary Responsibilities 
 • Strategic
Advisor: Serve as a business partner and strategic advisor to the CEO and to other members of the top leadership team. Provide insight and focus on critical business levers to drive growth. Contribute actively to the evolution and execution of
strategic and business plans across functions. Work closely with the senior management team to evaluate current and future operating performance with the objective of maximizing shareholder value, maintaining, and improving financial flexibility and
enhancing the company’s overall financial position. Provide leadership in the planning and execution of fundraising, including equity financings and all forms of debt as necessary and appropriate. 

• Financial Leadership: Communicate a clear vision for the company to investors, business partners and employees, enhancing the company’s
credibility with shareholders, analysts, and the financial community. Develop and maintain excellent relationships and effectively represent company interests with shareholders, financial institutions, and the investment community. Communicate
regularly and clearly to institutional investors and analysts to facilitate proper valuation of corporate equity and debt securities. 
 • Financial
Management: Think strategically about how best to leverage the company’s resources to ensure that it continues to have sufficient access to capital, liquidity, and funding sources: equity, debt, and other mechanisms as appropriate. Maintain
focus on cash management and directed investment. 
 • Financial & Cyber Operations: Lead, manage and direct all financial
affairs of the company today and in the future; this includes financial planning, forecasting and budgeting, audit, regulatory filings and compliance, and finance operations including billing, accounts payable, accounts receivable, SOX compliance
and timely close of financial reporting each month. Also ensure the integrity and compliance of all financial and regulatory reporting, controls, systems, policies and procedures. In addition to financial responsibilities, this role would manage the
IT function and insurance as well as the cyber roadmap to keep the organization secure. 
 • Team leadership: Provide leadership, mentorship and
coaching to the finance organization. Establish an environment of problem solving and improved business practices, attract and retain superior financial talent. 

• Investor Relations: Serve as a key spokesman for the company to broad constituents, ensuring transparency in communications, while positioning
the company effectively to prospective investors. 

  
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	Consulting Agreement	  	 	  	Page 5

  

 • Relationship Management: Develop long-term relationships and credibility with key external
constituencies including external auditors, bankers, investors, shareholders, legal counsel and other advisors. 
 • Risk Management: Interface
directly with the Board and Audit Committee of the Board, ensuring they have a clear sense of the overall financial health and potential risk areas of the company. Maintain prudent risk policies and exposures and establish balance sheet management
and forecasting discipline. 
 • Planning/Budget: Provide overall leadership to the management reporting, financial planning, and budgeting
processes. Lead efforts to improve the analytical rigor of the finance team so that business decisions throughout the organization are informed by analytical insight. 

Candidate Specification: Key Selection Criteria 

• Demonstrated record of executive leadership, ideally of multi-faceted, dynamic, and growth-oriented organizations. Ideally this experience would include
functioning for a significant period as the CFO of a publicly traded company. 
 • Professional stature and a record of organizational impact, both
within the finance function and across all company functions as a tenured member of senior leadership teams. 
 • Credibility within the investment
community; broad experience in the structuring and implementing of various financial and business transactions including raising capital. 
 • A
demonstrated track record of serving as a business partner to the CEO, the Board and the senior leadership team with the ability to influence key business decisions and track performance against key objectives. 

• An energetic, positive, ambitious and communicative executive who maintains transparency both internally and externally. Excellent interpersonal
communications, public speaking, and presentation skills. 
 • A desire to work with purpose and passion; demonstrates tenacity and works towards
continuous improvement. 
 • A team orientation. Someone who focuses on collective results rather than individual achievements. Strong commercial
orientation and desire to work collaboratively to drive revenue achievement. 
 • The highest ethics and moral standards; unquestioned integrity. 

• Outstanding intellectual ability with judgment that reflects reasoned and creative business views. 

  
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	Consulting Agreement	  	 	  	Page 6

  

 • A broad-minded and practical business-minded individual who can grasp the impact of financial and
operating decisions to the overall strategy. 
 • A well-organized, high energy, detail-oriented, and persistent executive with the ability to
identify/focus on key issues, prioritize efforts, and ensure follow up with timely/quality results. Must be willing to travel and be flexible to work extended hours at times. 

  
 A-6