Contract analysis

Section 1: Definitions For purposes of this Exhibit A, the following terms shall have the meanings set forth below. Terms defined in the MSA and used but not separately defined in this Exhibit A shall retain the meanings given to them in the MSA. 1.1 "Availability" or "Uptime" means the percentage of time during a Measurement Period that the Platform is operational and accessible to Customer's authorized users, measu

Section 2: Availability Target 2.1 Monthly Availability Target. Provider shall use commercially reasonable efforts to maintain Platform Availability of at least 99.9% per Measurement Period (the "Availability Target"), measured exclusive of Scheduled Maintenance Windows and Excused Downtime. The parties acknowledge that the 99.9% Availability Target permits a maximum of approximately forty-three (43) minutes of unsch

Section 3: Availability Measurement Methodology 3.1 Calculation. Monthly Availability shall be calculated using the following formula: Availability (%) = ((Total Available Minutes − Downtime Minutes) ÷ Total Available Minutes) × 100 Where: (a) Total Available Minutes equals the total number of minutes in the applicable Measurement Period minus minutes attributable to Scheduled Maintenance Windows and Excused Downtime

Section 4: Scheduled Maintenance Windows 4.1 Standard Maintenance Window. Provider's standard Scheduled Maintenance Window shall be Saturdays from 2:00 AM to 6:00 AM Eastern Time (a maximum of four (4) hours per week). During the Scheduled Maintenance Window, Provider may perform routine maintenance activities, including but not limited to software updates, patches, security fixes, database optimization, infrastructu

Section 5: Excused Downtime 5.1 Categories of Excused Downtime. The following categories of downtime shall be excluded from the Availability calculation: (a) Downtime during Scheduled Maintenance Windows, as defined in and subject to the limitations of Section 4 of this Exhibit A; (b) Downtime caused by force majeure events as defined in the MSA, including but not limited to natural disasters, acts of war or terroris

Section 6: SLA Credits 6.1 Credit Tiers. If Provider fails to meet the Availability Target in any Measurement Period, Customer shall be entitled to SLA Credits as set forth in the following table: For purposes of the foregoing table, the applicable credit tier shall be determined based on the calculated Availability percentage for the Measurement Period, rounded to two (2) decimal places. Only one credit tier shall a

Section 7: Chronic Failure — Termination Right 7.1 Chronic Failure Threshold. In the event that Platform Availability falls below 98.0% in three (3) or more of any six (6) consecutive Measurement Periods (a "Chronic Failure"), Customer shall have the right to terminate the MSA upon sixty (60) days' prior written notice to Provider. Customer's termination right under this Section 7 shall be in addition to, and not in

Section 8: Incident Classification and Response Times 8.1 Severity Levels. Incidents affecting the Platform shall be classified according to the following severity levels: Severity 1 — Platform Down. The Platform is wholly inoperable or substantially unavailable to all or a material portion of Customer's authorized users, including, without limitation, a complete outage of the production instance. Core AML transactio

Section 9: Incident Communication and Reporting 9.1 Status Updates During Active Incidents. Provider shall provide Customer with regular status updates during the pendency of active incidents, as follows: (a) Severity 1 incidents: Provider shall provide status updates to Customer every thirty (30) minutes until the incident is resolved or until the incident is downgraded to a lower severity level. Status updates shal

Section 10: Escalation Procedures In the event of unresolved SLA disputes, persistent performance concerns, or any other matter arising under this Exhibit A that the parties are unable to resolve through ordinary course communications, the following escalation procedures shall apply: 10.1 Level 1 — Account Manager Escalation. The matter shall first be escalated to the designated account managers for each party: • Pro

Section 11: Steering Committee Review 11.1 Quarterly Review. SLA performance shall be a standing agenda item for the quarterly Steering Committee meetings established under the MSA. At each quarterly Steering Committee meeting, Provider shall present a comprehensive quarterly summary that includes, at a minimum, the following: (a) Monthly Availability percentages for each Measurement Period in the quarter; (b) A summ

Section 12: Relationship to MSA and Other Exhibits 12.1 Incorporation. This Exhibit A is incorporated into and forms part of the MSA. In the event of any conflict between the terms of this Exhibit A and the terms of the MSA, the MSA shall control unless this Exhibit A expressly states otherwise. All terms and conditions of the MSA that are applicable to exhibits generally, including but not limited to provisions rela

Section 13: General Provisions 13.1 Governing Law. This Exhibit A shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of laws principles, consistent with the governing law provision of the MSA. 13.2 Amendment. This Exhibit A may be amended, modified, or supplemented only by a written instrument executed by duly authorized representatives of both part