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Contract analysis / letter-to-htm-transmitting-initial-draft.docx
letter-to-htm-transmitting-initial-draft.docx
1009-00007 · 20 clauses
High · 3 Medium · 1 Standard · 2
I. Introduction and Purpose
I. Introduction and Purpose This firm represents Skybridge Fintech Ltd. ("Skybridge"), a Delaware limited liability company, in connection with the negotiation and execution of an enterprise Master Software-as-a-Service Agreement (the "MSA") with Meridian National Bank, National Association ("Meridian"). We understand that Hargrove, Tully & Cascade Insurance Brokers serves as outside counsel to Meridian in this matte
II. Transaction Overview High
⚑ Non-compete / exclusivity restraint
II. Transaction Overview By way of background, and to confirm the parties' mutual understanding of the transaction, the contemplated arrangement involves the following principal terms: Platform and Scope of Services. Skybridge will license to Meridian its proprietary SkyComply™ AI-driven anti-money-laundering and transaction-monitoring platform under a five-year enterprise SaaS arrangement. SkyComply™ provides compre
III. Enclosed Documents
III. Enclosed Documents We are pleased to enclose the following documents in connection with this transmittal, each in clean Microsoft Word (.docx) format for ease of markup and collaborative review:
1. Master Software-as-a-Service Agreement (MSA) — Initial Draft (clean). The core agreeme High
⚑ Indemnity / guarantee obligation
1. Master Software-as-a-Service Agreement (MSA) — Initial Draft (clean). The core agreement setting forth the terms and conditions governing the SaaS relationship between Skybridge and Meridian, including provisions addressing license grants, service delivery, representations and warranties, indemnification, limitation of liability, intellectual property ownership, confidentiality, regulatory compliance, term, renewa
2. Order Form — Initial Draft. The Order Form setting forth the specific commercial terms Standard
⚑ Commercial term
2. Order Form — Initial Draft. The Order Form setting forth the specific commercial terms applicable to the initial deployment, including the named user count of 32,000, the fee structure described above, the implementation timeline, applicable volume discounts, and the payment schedule.
3. SLA Exhibit (Exhibit A to MSA) — Initial Draft. The service level agreement terms, inc
3. SLA Exhibit (Exhibit A to MSA) — Initial Draft. The service level agreement terms, including platform availability targets, measurement methodology, SLA credit tiers, scheduled maintenance windows, incident severity classifications, response and resolution targets, and escalation procedures.
4. Security Exhibit (Exhibit B to MSA) — Initial Draft. The data security and compliance
4. Security Exhibit (Exhibit B to MSA) — Initial Draft. The data security and compliance terms, including encryption standards, access controls, audit rights, penetration testing protocols, security incident notification obligations, subprocessor management procedures, personnel security requirements, and ongoing compliance certifications.
5. Data Processing Addendum (Exhibit C to MSA) — Initial Draft. The data processing terms
5. Data Processing Addendum (Exhibit C to MSA) — Initial Draft. The data processing terms governing Skybridge's processing of Meridian data, including Non-Public Personal Information ("NPI") as defined under the Gramm-Leach-Bliley Act ("GLBA") and personally identifiable information ("PII"), data classification requirements, data residency obligations, data retention and destruction protocols, and post-termination da
6. Acceptable Use Policy (Exhibit D to MSA) — Initial Draft. The permitted and prohibited
6. Acceptable Use Policy (Exhibit D to MSA) — Initial Draft. The permitted and prohibited uses of the SkyComply™ platform by Meridian's authorized users, including restrictions on reverse engineering, unauthorized access, and use of the platform in a manner that would compromise the security or performance of the multi-tenant environment. We note that two additional ancillary documents will follow under separate cove
IV. Summary of Key Commercial and Legal Positions High
⚑ Penalty / liquidated damages
IV. Summary of Key Commercial and Legal Positions To facilitate Meridian's review, we provide the following summary of the key commercial and legal positions reflected in the enclosed drafts. This summary is intended for convenience only and is qualified in its entirety by the terms of the enclosed documents. In the event of any inconsistency between this summary and the terms of the enclosed drafts, the terms of the
V. Pinnacle Ridge Capital Partners Consent
V. Pinnacle Ridge Capital Partners Consent We wish to bring to your attention that Skybridge is majority-owned (62%) by Pinnacle Ridge Capital Partners, LP ("Pinnacle Ridge"), a Delaware limited partnership. Under the terms of Pinnacle Ridge's investment agreement with Skybridge, Pinnacle Ridge holds contractual consent rights over material contracts entered into by Skybridge that exceed $25,000,000 in total contract
VI. Request for Markup and Proposed Timeline
VI. Request for Markup and Proposed Timeline Given the complexity of the transaction and the volume of documentation involved, we respectfully request that Hargrove, Tully & Cascade Insurance Brokers provide its markup and consolidated comments on all enclosed documents within two weeks of the date of this letter — that is, by approximately September 19, 2025. We recognize that this timeline is ambitious, but we beli
VII. Reservation of Rights
VII. Reservation of Rights The enclosed drafts of the MSA and ancillary documents are transmitted for negotiation purposes only and are not intended to create, nor shall they be construed as creating, any binding obligation on the part of Skybridge, Meridian, or any other party. No binding agreement between the parties shall exist unless and until a definitive agreement is executed and delivered by both Skybridge and
VIII. Confidentiality Notice Medium
⚑ Liability cap to check against exposure
VIII. Confidentiality Notice The enclosed documents and the contents of this letter are confidential and proprietary to Skybridge and are transmitted subject to any existing confidentiality agreement or non-disclosure agreement between Skybridge and Meridian. We respectfully request that distribution of the enclosed materials be limited to those individuals at Meridian, Hargrove, Tully & Cascade Insurance Brokers, an
1. Master Software-as-a-Service Agreement — Initial Draft
1. Master Software-as-a-Service Agreement — Initial Draft
2. Order Form — Initial Draft
2. Order Form — Initial Draft
3. SLA Exhibit (Exhibit A to MSA) — Initial Draft
3. SLA Exhibit (Exhibit A to MSA) — Initial Draft
4. Security Exhibit (Exhibit B to MSA) — Initial Draft
4. Security Exhibit (Exhibit B to MSA) — Initial Draft
5. Data Processing Addendum (Exhibit C to MSA) — Initial Draft
5. Data Processing Addendum (Exhibit C to MSA) — Initial Draft
6. Acceptable Use Policy (Exhibit D to MSA) — Initial Draft Standard
⚑ Commercial term
6. Acceptable Use Policy (Exhibit D to MSA) — Initial Draft Monthly Uptime Percentage | SLA Credit (% of Monthly Subscription Fee) 99.9% to 99.5% | 5% Below 99.5% to 99.0% | 10% Below 99.0% to 98.0% | 20% Below 98.0% | 30% Severity Level | Description | Acknowledgment | First Response | Resolution Target Severity 1 | Platform Down (complete outage affecting all users) | 15 minutes | 1 hour | 4 hours Severity 2 | Majo