Contract analysis

ARTICLE 1 — DEFINITIONS As used in this Agreement, the following terms shall have the meanings set forth below. Capitalized terms used but not defined in this Article 1 shall have the meanings ascribed to them elsewhere in this Agreement. 1.1 "Affiliate" means, with respect to any Party, any entity that directly or indirectly controls, is controlled by, or is under common control with such Party. For purposes of this

ARTICLE 2 — APPOINTMENT AND SCOPE 2.1 Appointment. Lumos hereby appoints Meridian, and Meridian hereby accepts such appointment, as a non-exclusive authorized reseller of Lumos Prism™ SaaS subscriptions in the EMEA Territory during the Term, subject to and in accordance with the terms and conditions of this Agreement. Meridian acknowledges and agrees that this appointment does not create any franchise, agency, partne

ARTICLE 3 — LICENSED PRODUCT 3.1 Description of Licensed Product. The Licensed Product is Lumos Prism™, Lumos's proprietary AI-powered financial analytics and risk-modeling SaaS platform. The Platform provides enterprise-grade capabilities including, without limitation, predictive analytics, portfolio risk assessment, scenario analysis, stress-testing, regulatory reporting, compliance monitoring, and data visualizati

ARTICLE 4 — INTELLECTUAL PROPERTY 4.1 Ownership. As between the Parties, Lumos retains all right, title, and interest in and to the Licensed Product, including without limitation all patent rights, copyright rights, trade secret rights, trademark rights, database rights, moral rights, and all other intellectual property rights therein, whether registered or unregistered, and all applications, renewals, extensions, an

ARTICLE 5 — FINANCIAL TERMS 5.1 Reseller discount. Meridian shall purchase Lumos Prism™ SaaS subscriptions from Lumos at a discount of thirty percent (30%) off the applicable EMEA List Prices set forth in Exhibit A (the "Reseller discount"). By way of example, if the applicable List Price for a particular subscription tier is $100,000 per annum, Meridian's purchase price shall be $70,000 per annum. The Reseller disco

ARTICLE 6 — TERM AND TERMINATION 6.1 Initial Term. This Agreement shall commence on the Effective Date (April 1, 2024) and shall continue in full force and effect for an initial term of five (5) years, expiring at 11:59 p.m. Pacific Time on March 31, 2029 (the "Initial Term"), unless earlier terminated in accordance with the provisions of this Article 6. 6.2 Renewal. Following the expiration of the Initial Term, this

ARTICLE 7 — CONFIDENTIALITY 7.1 Definition. "Confidential Information" means all non-public information disclosed by or on behalf of one Party (the "Disclosing Party") to the other Party (the "Receiving Party") in connection with this Agreement, whether disclosed orally, in writing, electronically, or in any other form or medium, that is designated as "confidential," "proprietary," or with a similar designation at th

ARTICLE 8 — DATA PROTECTION 8.1 Data Processing Agreement. The Parties have entered into the Data Processing Agreement attached hereto as Exhibit C (the "DPA"), which is incorporated herein by reference and forms an integral part of this Agreement. The DPA sets forth the Parties' respective obligations with respect to the processing of personal data in connection with the performance of this Agreement. In the event o

ARTICLE 9 — REPRESENTATIONS AND WARRANTIES 9.1 Mutual Representations. Each Party hereby represents and warrants to the other Party, as of the Signing Date and as of the Effective Date, that: (a) it is duly organized, validly existing, and in good standing (or the equivalent status in its jurisdiction of organization) under the laws of its jurisdiction of organization, and has all requisite organizational power and a