Contract analysis

1. Liability Cap Structure The Counter-Proposal DPA establishes a liability cap equal to the greater of (a) Five Million Dollars ($5,000,000) or (b) two times (2×) the aggregate fees actually paid by Controller to Processor in the twelve (12)-month period immediately preceding the event or series of related events giving rise to the claim (the "Liability Cap"). For the Meridian engagement specifically, based on the a

2. Indemnification Provisions Skybridge has revised the indemnification provisions from those set forth in the Meridian Form DPA. Under the Counter-Proposal DPA, Skybridge shall indemnify, defend, and hold harmless Controller and its directors, officers, employees, and agents from and against any third-party claims, demands, suits, or proceedings arising from Skybridge's material breach of the DPA, including regulato

3. Breach Notification Timeline The Counter-Proposal DPA provides that Skybridge shall notify Meridian of a Personal Data Breach without undue delay and in any event within forty-eight (48) hours of Skybridge becoming aware of such breach (with "awareness" defined as the point at which a senior officer of Skybridge's information security team has confirmed that a security incident constitutes a Personal Data Breach w

4. Sub-Processor Approval Mechanics The Counter-Proposal DPA adopts a general written authorization model for sub-processor engagement, pursuant to which Meridian authorizes Skybridge to engage sub-processors for the purpose of performing specific processing activities on behalf of Meridian, subject to a requirement that Skybridge provide Meridian with thirty (30) days' prior written notice before engaging any new su

5. Audit Rights Framework The Counter-Proposal DPA provides that Meridian, or its authorized representatives, or its federal banking regulators (including the OCC, the FDIC, and the Consumer Financial Protection Bureau ("CFPB")) may audit Skybridge's data processing activities and facilities upon thirty (30) days' advance written notice to Skybridge, subject to the terms and conditions set forth below. Audits conduct