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 "Acceptable Use Policy" means the policy governing Licensee's and Authorized Users' use of the Platform, as set forth in Exhibit D attached hereto and incorporated herein by refe

ARTICLE 2: LICENSE GRANT AND SCOPE 2.1 License Grant. Subject to the terms and conditions of this Agreement and the applicable Order Form, and conditioned upon Licensee's payment of all applicable fees, Licensor hereby grants to Licensee a non-exclusive, non-transferable (except as set forth in Section 16.4), non-sublicensable right and license to access and use the Platform during the Term solely for Licensee's inte

ARTICLE 3: TERM AND RENEWAL 3.1 Initial Term. The initial term of this Agreement (the "Initial Term") shall commence on the Go-Live Date (targeted for March 1, 2026) and shall expire on February 28, 2031, a period of five (5) years, unless earlier terminated in accordance with the provisions of this Agreement. For the avoidance of doubt, the Implementation Period shall precede the commencement of the Initial Term, an

ARTICLE 4: FEES AND PAYMENT 4.1 Fees. Licensee shall pay to Licensor the fees set forth in the applicable Order Form in consideration for the license, implementation, support, and managed services provided hereunder. The Initial Order Form provides for the following fee structure: (a) Year 1 Fees (Post-Volume-discount): Twelve Million Seven Hundred Thousand Dollars ($12,700,000), inclusive of the following components

ARTICLE 5: IMPLEMENTATION AND SUPPORT SERVICES 5.1 Implementation Services. Licensor shall perform the Implementation Services described in the applicable Order Form during the Implementation Period (September 15, 2025 through February 28, 2026). The Implementation Services shall include, without limitation, the following: (a) Onboarding: Establishment of Licensee's production and non-production environments, provisi

ARTICLE 6: SERVICE LEVEL AGREEMENT 6.1 Incorporation. The Service Level Agreement attached hereto as Exhibit A is incorporated herein by reference in its entirety and governs Platform availability, performance standards, incident response requirements, and the remedies available to Licensee for Licensor's failure to meet the service levels specified therein. Licensee's acceptance of the service levels set forth in Ex

ARTICLE 7: SECURITY AND DATA PROTECTION 7.1 Security Obligations. Licensor shall implement and maintain throughout the Term administrative, technical, and physical safeguards that are designed to: (a) protect the security, confidentiality, integrity, and availability of Licensee Data; (b) protect against any anticipated threats or hazards to the security or integrity of Licensee Data; and (c) protect against any unau

ARTICLE 8: DATA PROCESSING 8.1 Data Processing Addendum. The processing of Licensee Data by Licensor and its Subprocessors shall be governed by the Data Processing Addendum attached hereto as Exhibit C and incorporated herein by reference. The DPA sets forth the parties' respective obligations with respect to the processing of personal data, including the subject matter and duration of processing, the nature and purp

ARTICLE 9: REPRESENTATIONS AND WARRANTIES 9.1 By Licensor. Licensor represents and warrants to Licensee as of the Effective Date and throughout the Term, as follows: (a) Platform Performance. The Platform will perform materially in accordance with the Documentation throughout the Term. In the event the Platform fails to perform in material conformance with the Documentation, Licensor shall, at no additional cost to L

ARTICLE 10: INDEMNIFICATION 10.1 Indemnification by Licensor. Licensor shall indemnify, defend, and hold harmless Licensee, its Affiliates, and their respective directors, officers, employees, and agents (collectively, "Licensee Indemnitees") from and against any and all third-party claims, actions, suits, proceedings, losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees and costs o

ARTICLE 11: CONFIDENTIALITY 11.1 Definition. "Confidential Information" means all non-public information disclosed by one party (the "Disclosing Party") to the other party (the "Receiving Party") in connection with this Agreement, whether disclosed orally, in writing, electronically, visually, or by any other means, that is designated as "confidential," "proprietary," or a similar designation, or that, given the natu