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Contract analysis / order-form-initial-draft.docx
order-form-initial-draft.docx
1009-00007 · 12 clauses
High · 6 Medium · 2 Standard · 1
1. PLATFORM AND SERVICES DESCRIPTION High
⚑ Non-compete / exclusivity restraint
1. PLATFORM AND SERVICES DESCRIPTION 1.1 Licensed Platform Skybridge hereby grants Meridian, during the Term (as defined in Section 2 below), a non-exclusive, non-transferable, non-sublicensable right to access and use the SkyComply™ platform — Skybridge's proprietary artificial-intelligence-driven anti-money-laundering ("AML") and transaction-monitoring software-as-a-service platform (the "Platform"). The Platform i
2. TERM High
⚑ Unilateral / for-convenience termination
2. TERM 2.1 Initial Term The initial term of this Order Form (the "Initial Term") shall be five (5) years, commencing on the Platform Go-Live Date (as defined in Section 2.3 below) and expiring on the fifth anniversary thereof, unless earlier terminated in accordance with the MSA or this Order Form. The targeted commencement date for the Initial Term is March 1, 2026, and the expected expiration date is February 28,
3. LICENSED USERS Medium
⚑ Assignment / subcontracting
3. LICENSED USERS 3.1 Initial Licensed User Count Subject to the terms and conditions of the MSA, Skybridge shall provision and Meridian shall be entitled to deploy the Platform for use by up to thirty-two thousand (32,000) named users (each, a "Licensed User" and collectively, the "Licensed Users") during the Term. The Licensed User count set forth in this Section 3.1 represents the maximum number of unique individu
4. FEES — SUMMARY TABLE Standard
⚑ Commercial term
4. FEES — SUMMARY TABLE The following table sets forth a summary of the fees payable by Meridian under this Order Form during the Initial Term. All amounts are in United States Dollars (USD) and are subject to the terms and conditions set forth in Section 5 (Fee Details) and Section 6 (Payment Terms) below. The fees set forth in the table above are subject to adjustment in accordance with the Annual Escalator provisi
5. FEE DETAILS High
⚑ Penalty / liquidated damages
5. FEE DETAILS 5.1 Platform Subscription Fee The annual Platform Subscription Fee (pre-discount) shall be Eight Million Two Hundred Thousand Dollars ($8,200,000) per year during the Initial Term. The Platform Subscription Fee is calculated on the basis of thirty-two thousand (32,000) named Licensed Users at a per-user rate of Two Hundred Fifty-Six Dollars and Twenty-Five Cents ($256.25) per user per year (32,000 × $2
6. PAYMENT TERMS High
⚑ Non-compete / exclusivity restraint
6. PAYMENT TERMS 6.1 Invoice and Payment Schedule All fees payable under this Order Form shall be invoiced quarterly in advance, unless otherwise specified herein. Payment shall be due net thirty (30) days from the date of the applicable invoice. Skybridge shall issue invoices on or about the first business day of each calendar quarter during the Term (i.e., on or about January 1, April 1, July 1, and October 1 of ea
7. DATA HOSTING AND RESIDENCY High
⚑ Non-compete / exclusivity restraint
7. DATA HOSTING AND RESIDENCY 7.1 Cloud Infrastructure Provider The Platform shall be hosted by Orion Cloud Services, Inc. ("Orion Cloud") on its infrastructure-as-a-service (IaaS) platform. Orion Cloud is a subcontractor of Skybridge for purposes of the MSA, and Skybridge's engagement of Orion Cloud is subject to the subcontracting and third-party service provider provisions set forth in the MSA. Skybridge shall rem
8. EXHIBITS AND ATTACHMENTS INCORPORATED BY REFERENCE
8. EXHIBITS AND ATTACHMENTS INCORPORATED BY REFERENCE The following Exhibits and attachments are incorporated by reference into this Order Form as if fully set forth herein. Each such Exhibit and attachment is attached to and forms part of the MSA: (a) Exhibit A — Service Level Agreement (the "SLA Exhibit"), setting forth the service level commitments, uptime guarantees, response time requirements, and service credit
9. KEY CONTACTS
9. KEY CONTACTS The following individuals shall serve as the primary contacts for each Party with respect to the matters identified below. Either Party may update its designated contacts by written notice to the other Party in accordance with Section 10. Meridian shall designate its Technical Lead, Security Contact, and Financial / Billing Contact no later than fifteen (15) business days following the Order Form Effe
10. NOTICES
10. NOTICES All notices, requests, demands, consents, and other communications required or permitted under this Order Form shall be delivered in accordance with the notice provisions of the MSA. For the avoidance of doubt, the notice addresses of the Parties for purposes of this Order Form are as follows: If to Skybridge: Skybridge Fintech Ltd. 1400 Concord Pike, Suite 320 Wilmington, DE 19803 Attention: General Coun
11. GOVERNING TERMS High
⚑ Non-compete / exclusivity restraint
11. GOVERNING TERMS 11.1 Incorporation of MSA This Order Form is entered into pursuant to, and is subject to, the terms and conditions of the MSA. The MSA and all Exhibits and schedules thereto are incorporated herein by this reference. Capitalized terms used but not otherwise defined in this Order Form shall have the meanings ascribed to such terms in the MSA. This Order Form, together with the MSA and all Exhibits,
12. EXECUTION Medium
⚑ Confidentiality undertaking
12. EXECUTION Each Party represents and warrants that the individual executing this Order Form on its behalf has been duly authorized to do so. This Order Form may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Electronic signatures and signatures transmitted by PDF or other electronic means shall be deemed original signa