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" or "AUP" means Skybridge's acceptable use policy for the Platform, as set forth in Exhibit D attached hereto and incorporated herein by reference, as suc

ARTICLE 2 — GRANT OF LICENSE; ACCESS RIGHTS 2.1 License Grant. Subject to the terms and conditions of this Agreement, including Licensee's timely payment of all fees set forth in the Order Form, Skybridge hereby grants to Meridian, and Meridian hereby accepts, a non-exclusive, non-transferable (except as permitted under Section 19.5), limited right and license to access and use the Platform during the Term, solely fo

ARTICLE 3 — IMPLEMENTATION SERVICES 3.1 Implementation. Skybridge shall perform the Implementation Services described in the Order Form during the Implementation Period, which shall commence on September 15, 2025 and end on February 28, 2026, unless the Parties mutually agree in writing to extend the Implementation Period. The Implementation Services shall include, without limitation: (a) project planning and governa

ARTICLE 4 — FEES AND PAYMENT 4.1 Fees. In consideration of the license, services, and other rights granted hereunder, Licensee shall pay to Skybridge the fees set forth in the Order Form, which are summarized as follows: (a) Platform Subscription Fee. The annual subscription fee for access to the Platform for up to 32,000 named Authorized Users, as specified in the Order Form. (b) Implementation Fee (Year 1 Only). A

ARTICLE 5 — TERM AND RENEWAL 5.1 Initial Term. The Initial Term of this Agreement shall commence on the Go-Live Date (targeted: March 1, 2026) and shall continue for a period of five (5) years, expiring on the fifth (5th) anniversary of the Go-Live Date (targeted: February 28, 2031), unless earlier terminated in accordance with the provisions of Article 6. For the avoidance of doubt, Skybridge's obligations to perfor

ARTICLE 6 — TERMINATION 6.1 Termination for Cause. Either Party may terminate this Agreement upon written notice to the other Party in the event that: (a) the other Party materially breaches any provision of this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice from the non-breaching Party specifying the nature of the breach in reasonable detail; provided, however, that

ARTICLE 7 — SUPPORT AND MANAGED SERVICES 7.1 Support Services. Throughout the Term, Skybridge shall provide Licensee with ongoing technical support and managed services as described in the Order Form. Support services shall include, without limitation: (a) a dedicated support team for incident management, problem resolution, and service request fulfillment; (b) access to Skybridge's online support portal for ticket s

ARTICLE 8 — SERVICE LEVEL AGREEMENT 8.1 Incorporation. The service level terms applicable to the Platform are set forth in Exhibit A (Service Level Agreement), which is attached hereto and incorporated herein by reference. In the event of any conflict between the provisions of this Article 8 and the provisions of Exhibit A, the provisions of Exhibit A shall control with respect to the specific service level metrics,

ARTICLE 9 — DATA SECURITY AND PRIVACY 9.1 Security Obligations. Skybridge shall implement and maintain a comprehensive information security program consisting of administrative, technical, and physical safeguards designed to: (a) ensure 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; (c)