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Contract analysis / letter-to-htm-transmitting-revised-msa.docx
letter-to-htm-transmitting-revised-msa.docx
1009-00007 · 11 clauses
High · 4 Medium · 1 Standard · 0
I. Purpose of This Letter
I. Purpose of This Letter We refer to our prior correspondence in this matter, including our transmittal of Skybridge Fintech Ltd.'s ("Skybridge") initial draft Master Software-as-a-Service Agreement dated August 22, 2025, and our response letter dated October 3, 2025, addressing the first markup submitted by your firm on behalf of Meridian National Bank, National Association ("Meridian"). We appreciate the thorough
II. Summary of Agreed and Resolved Points High
⚑ Non-compete / exclusivity restraint
II. Summary of Agreed and Resolved Points Before turning to the remaining open items, we wish to express our sincere appreciation for the constructive and professional engagement demonstrated by your firm and by Meridian's internal team throughout these negotiations. In particular, we note the valuable contributions of Catherine Woo, Associate General Counsel, Technology, and Luis Arriaga, SVP, Procurement & Vendor M
I. Subprocessor Approval Process High
⚑ Non-compete / exclusivity restraint
I. Subprocessor Approval Process The DPA (Exhibit C) and the Security Exhibit (Exhibit B) include an agreed subprocessor approval mechanism requiring Skybridge to provide Meridian with not less than 30 days' advance written notice prior to engaging any new subprocessor that will have access to, or process, Meridian data. Meridian retains a reasonable objection right, exercisable within the 30-day notice period, provi
III. Remaining Open Points Requiring Final Resolution High
⚑ Penalty / liquidated damages
III. Remaining Open Points Requiring Final Resolution While the parties have made substantial progress in aligning on the terms of the MSA, certain material provisions remain open and are the subject of continued negotiation. These items are identified by bracketed text or annotated comments in the second revised draft of the MSA and the revised exhibits. We set forth below each open point, together with Skybridge's
IV. Proposed Process for Final Resolution High
⚑ Indemnity / guarantee obligation
IV. Proposed Process for Final Resolution As reflected above, only eight discrete points remain open between the parties. We note that several of these points are interrelated and may be most effectively resolved as a package: specifically, the data breach indemnification cap (Section III.C), the confidentiality/data security super-cap (Section III.D), and the consequential damages carve-out for regulatory fines (Sec
V. Enclosed Documents Index
V. Enclosed Documents Index We enclose the following documents with this letter:
1. Second Revised Draft — Master Software-as-a-Service Agreement between Skybridge Fintec
1. Second Revised Draft — Master Software-as-a-Service Agreement between Skybridge Fintech Ltd. and Meridian National Bank, National Association (clean copy and redlined copy marked against the first revised draft dated October 3, 2025).
2. Revised SLA Exhibit (Exhibit A to MSA) (clean copy and redlined copy marked against th
2. Revised SLA Exhibit (Exhibit A to MSA) (clean copy and redlined copy marked against the first revised version dated October 3, 2025).
3. Revised Security Exhibit (Exhibit B to MSA) (clean copy and redlined copy marked again
3. Revised Security Exhibit (Exhibit B to MSA) (clean copy and redlined copy marked against the first revised version dated October 3, 2025).
4. Data Processing Addendum (Exhibit C to MSA) — Execution-Ready Version (clean copy only
4. Data Processing Addendum (Exhibit C to MSA) — Execution-Ready Version (clean copy only; all terms have been finalized and no redline is necessary). Please note that the Order Form, the Acceptable Use Policy (Exhibit D), and the Source Code Escrow Agreement are not included in this transmittal and will be circulated separately as each is finalized. As noted above, the Order Form and Acceptable Use Policy remain in
VI. Closing Medium
⚑ Forum / governing law
VI. Closing We hope that the enclosed revised documents and this summary of the current state of negotiations will facilitate your team's review and enable us to reach final agreement on the remaining open points. We remain available to discuss any questions, comments, or counterproposals regarding the enclosed drafts at your convenience or at Meridian's convenience. We would ask that you or Megan Faircloth contact e