Contract analysis

Section 1.1 — Definitions As used in this Agreement, the following terms shall have the meanings set forth below: "Acceptance Period" means the fourteen (14) calendar day period following Licensee's receipt of any Data Delivery during which Licensee may inspect the delivered data and reject any non-conforming data in accordance with Section 3.2. "Affiliate" means, with respect to any Party, any entity that directly o

Section 1.2 — Rules of Construction The following rules of construction shall apply to this Agreement: (a) The headings and captions used in this Agreement are for convenience of reference only and shall not affect the construction or interpretation of any provision hereof. (b) Unless the context otherwise requires, words importing the singular number shall include the plural and vice versa, and words importing the m

Section 2.1 — License Grant Subject to the terms and conditions of this Agreement, including Licensee's timely payment of the License Fee in accordance with Article IV, Licensor hereby grants to Licensee a non-exclusive, non-transferable (except as permitted in Section 14.5), limited license to access, use, copy, store, process, and create Derived Works from the Licensed Data during the Term solely for the Permitted

Section 2.2 — Permitted Uses Licensee may use the Licensed Data solely for the following purposes (collectively, the "Permitted Uses"): (a) Internal Analytics and Research. Internal analytics, research, benchmarking, and statistical analysis conducted by or on behalf of Licensee and its Affiliates for the purpose of understanding healthcare utilization patterns, cost trends, outcomes, and related phenomena. (b) Model

Section 2.3 — Use Restrictions Licensee acknowledges and agrees that the license granted hereunder is subject to the following restrictions (collectively, the "Use Restrictions"): (a) No Transfer of Raw Data. Licensee shall not re-sell, distribute, disclose, sublicense, publish, display, or otherwise transfer the raw Licensed Data (as distinct from Derived Works) to any third party, whether for compensation or otherw

Section 2.4 — Reservation of Rights All rights not expressly granted to Licensee under this Agreement are hereby reserved by Licensor. Nothing in this Agreement shall be construed as granting to Licensee, by implication, estoppel, or otherwise, any ownership interest in the Licensed Data or any license or right in or to the Licensed Data except as expressly set forth herein. Licensor retains the unrestricted right to

Section 3.1 — Initial Data Delivery Licensor shall deliver the Initial Data Delivery to Licensee via the Delivery Method within thirty (30) calendar days of the Effective Date (i.e., no later than July 31, 2024). The Initial Data Delivery shall comprise the full Licensed Data set as described in Exhibit A, including all data elements specified in the Data Dictionary (Exhibit B). The Licensed Data shall be delivered i

Section 3.2 — Data Acceptance (a) Licensee shall have fourteen (14) calendar days following receipt of each Data Delivery (the "Acceptance Period") to inspect the delivered data for material conformity with the Data Description set forth in Exhibit A and the Data Dictionary set forth in Exhibit B. For the Initial Data Delivery, assuming delivery occurs on or before July 31, 2024, the Acceptance Period shall expire on

Section 3.3 — Quarterly Refreshes (a) During the Quarterly Refresh Period (the thirty-six (36) month period commencing on the Effective Date and ending on June 30, 2027), Licensor shall deliver Quarterly Refreshes to Licensee within fifteen (15) business days after the end of each calendar quarter (i.e., within fifteen (15) business days after September 30, December 31, March 31, and June 30 of each applicable year).

Section 3.4 — Post-Term Quarterly Refreshes Following the expiration of the Quarterly Refresh Period on June 30, 2027, Licensee may elect to continue receiving Quarterly Refreshes during the remainder of the Initial Term and during any Renewal Term by providing Licensor with written notice of such election no fewer than sixty (60) days prior to the commencement of the first calendar quarter for which such Quarterly R

Section 3.5 — Data Format and Specifications All Data Deliveries, whether the Initial Data Delivery, Quarterly Refreshes, or post-Quarterly Refresh Period deliveries, shall conform to the specifications set forth in Exhibit A (Data Description & Specifications) and Exhibit B (Data Dictionary). The Licensed Data shall include the two hundred forty-seven (247) standardized fields specified in the Data Dictionary. Any m

ARTICLE IV — LICENSE FEE AND PAYMENT

Section 4.1 — License Fee In consideration of the license granted by Licensor to Licensee hereunder, and subject to the terms and conditions of this Agreement, Licensee shall pay to Licensor a total license fee of Nine Million Dollars ($9,000,000) (the "License Fee"), payable in accordance with the schedule set forth in Section 4.2.

Section 4.2 — Payment Schedule The License Fee shall be paid by Licensee to Licensor in three (3) installments as follows: (a) Signing Payment. Three Million Six Hundred Thousand Dollars ($3,600,000), representing forty percent (40%) of the License Fee, shall be due and payable on the Effective Date (July 1, 2024). (b) Second Installment. Two Million Seven Hundred Thousand Dollars ($2,700,000), representing thirty pe

Section 4.3 — Payment Method All payments due under this Agreement shall be made by wire transfer of immediately available funds in United States Dollars to a bank account designated by Licensor in a written notice delivered to Licensee at least ten (10) business days prior to the applicable payment due date. Licensor's initial wire transfer instructions shall be provided to Licensee in a separate writing delivered c

Section 4.4 — Late Payments Any amount not paid when due under this Agreement shall accrue interest at a rate of one and one-half percent (1.5%) per month (eighteen percent (18%) per annum), or the maximum rate permitted by Applicable Law, whichever is less, from the date such payment was due until the date such payment is received in full by Licensor. The accrual of interest under this Section 4.4 shall not limit or

Section 4.5 — Taxes The License Fee and all other amounts payable under this Agreement are exclusive of all sales, use, value-added, goods and services, withholding, and similar taxes, duties, levies, and governmental charges (collectively, "Taxes"). Licensee shall be solely responsible for the payment of all Taxes arising in connection with this Agreement, excluding any taxes imposed on Licensor's net income, capita

Section 4.6 — No Refunds Except as expressly provided in Section 8.5(f) (pro rata refund upon termination for cause by Licensee), all fees paid by Licensee under this Agreement are non-refundable and non-creditable. Licensee acknowledges that Licensor's pricing reflects the certainty of the payment obligations set forth herein and that the non-refundable nature of the License Fee was a material inducement for Licenso

ARTICLE V — INTELLECTUAL PROPERTY OWNERSHIP

Section 5.1 — Licensor Ownership of Licensed Data As between the Parties, Licensor retains all right, title, and interest in and to the Licensed Data, including all intellectual property rights therein (including any copyrights, database rights, trade secrets, and other proprietary rights). Nothing in this Agreement shall be construed as transferring, conveying, or assigning any ownership interest in or to the Licens

Section 5.2 — Licensee Ownership of Derived Works As between the Parties, Licensee shall own all right, title, and interest in and to all Derived Works created by or on behalf of Licensee (or its Affiliates) using or incorporating the Licensed Data, including all intellectual property rights therein, provided that such Derived Works do not permit reconstruction of the underlying Licensed Data at the individual-Claim-

Section 5.3 — Residual Knowledge Notwithstanding any other provision of this Agreement, Licensee's personnel (including employees and individual consultants who have executed confidentiality agreements with Licensee containing protections no less restrictive than those set forth herein) who have accessed the Licensed Data in the course of performing Permitted Uses may retain and use Residual Knowledge (i.e., general

Section 5.4 — No Implied Licenses No licenses or rights, whether by implication, estoppel, exhaustion, or otherwise, are granted under this Agreement except as expressly set forth herein. Any rights not specifically and expressly granted herein are reserved to the granting Party.

ARTICLE VI — REPRESENTATIONS AND WARRANTIES

Section 6.1 — Mutual Representations and Warranties Each Party represents and warrants to the other Party, as of the Effective Date, as follows: (a) Organization and Good Standing. Such Party is duly organized, validly existing, and in good standing under the laws of the jurisdiction of its formation (Delaware for both Parties) and has all requisite power and authority to own its properties and assets and to conduct

Section 6.2 — Licensor's Representations and Warranties Licensor represents and warrants to Licensee, as of the Effective Date and as of the date of each Data Delivery, as follows: (a) De-Identification Compliance. All Licensed Data has been de-identified in compliance with the HIPAA Safe Harbor method set forth in 45 C.F.R. § 164.514(b)(2), including the removal or generalization of all eighteen (18) categories of i

Section 6.3 — Licensee's Representations and Warranties Licensee represents and warrants to Licensor, as of the Effective Date and on a continuing basis throughout the Term, as follows: (a) Non-Re-Identification. Licensee shall not attempt to re-identify, directly or indirectly, any individual whose data is included in the Licensed Data, whether by linking, matching, combining, inferring, reverse-engineering, or any

Section 6.4 — Disclaimer EXCEPT AS EXPRESSLY SET FORTH IN THIS ARTICLE VI, NEITHER PARTY MAKES ANY REPRESENTATION OR WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, COMPLETENESS, OR QUALITY. LICENSOR DOES NOT WARRANT THAT THE LICENSED DATA WILL BE ERROR-FREE, UNINTERRUPTED

ARTICLE VII — DATA SECURITY AND COMPLIANCE

Section 7.1 — Data Security Requirements Licensee shall comply with the Data Security Requirements set forth in Exhibit C, which are aligned with NIST SP 800-171, throughout the Term and for so long as Licensee retains any copies of the Licensed Data. Without limiting the generality of the foregoing or the specific requirements of Exhibit C, Licensee shall implement and maintain the following security measures with r

Section 7.2 — Incident Notification In the event of any actual or reasonably suspected Security Incident involving the Licensed Data, Licensee shall: (a) Notify Licensor in writing within seventy-two (72) hours of becoming aware of such Security Incident, providing a description of the nature and scope of the incident, the categories and approximate number of records affected, the likely consequences of the incident,

Section 7.3 — Audit Rights (a) Licensor shall have the right to audit Licensee's compliance with the data-use restrictions set forth in Article II, the Data Security Requirements set forth in Exhibit C, and the other data-protection obligations set forth in this Agreement. (b) Audits shall be limited to no more than one (1) audit per calendar year, unless a prior audit has revealed a material breach or a Security Inc

Section 7.4 — Regulatory Compliance (a) Each Party shall comply with all Applicable Law in connection with its performance of its obligations under this Agreement, including HIPAA, Massachusetts data-privacy laws (M.G.L. c. 93H and 201 CMR 17.00 et seq.), the California Confidentiality of Medical Information Act (Cal. Civ. Code § 56 et seq.) (to the extent the Licensed Data includes California-sourced claims), and FT

ARTICLE VIII — TERM AND TERMINATION

Section 8.1 — Initial Term This Agreement shall commence on the Effective Date (July 1, 2024) and shall continue in full force and effect for an initial period of five (5) years, expiring on June 30, 2029 (the "Initial Term"), unless earlier terminated in accordance with the provisions of this Article VIII.

Section 8.2 — Renewal Terms (a) Licensee shall have the option to renew this Agreement for up to two (2) successive renewal terms of two (2) years each (each, a "Renewal Term"; the first Renewal Term, if exercised, running from July 1, 2029 through June 30, 2031, and the second Renewal Term, if exercised, running from July 1, 2031 through June 30, 2033). (b) To exercise a Renewal Term, Licensee must provide Licensor

Section 8.3 — Termination for Convenience by Licensee After the first anniversary of the Effective Date (i.e., after July 1, 2025), Licensee may terminate this Agreement for convenience upon ninety (90) days' prior written notice to Licensor. No refund of any fees previously paid by Licensee shall be due upon termination for convenience under this Section 8.3, and Licensee shall remain obligated to pay any installmen

Section 8.4 — Termination for Cause Either Party may terminate this Agreement upon written notice to the other Party if: (a) Material Breach. The other Party commits a material breach of 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 breach in reasonable detail. If the nature of the breach is such that i

Section 8.5 — Effect of Termination Upon expiration or termination of this Agreement for any reason: (a) Cessation of License. All license rights granted to Licensee under Article II shall immediately cease as of the effective date of expiration or termination, and Licensee shall immediately cease all use of the Licensed Data, except as expressly provided in this Section 8.5. (b) Return or Destruction of Data. Within

Section 8.6 — No Liability for Termination Neither Party shall be liable to the other Party for any damages arising solely from the exercise of its termination rights under this Article VIII in accordance with the terms hereof, except for (i) payment obligations that accrued prior to the effective date of termination, (ii) indemnification obligations under Article IX arising from events occurring prior to the effecti

Section 9.1 — Indemnification by Licensor Licensor shall indemnify, defend, and hold harmless Licensee and its Affiliates, and their respective officers, directors, employees, agents, successors, and permitted assigns (collectively, the "Licensee Indemnitees"), from and against any and all third-party claims, demands, actions, suits, proceedings, losses, damages, liabilities, judgments, settlements, fines, penalties,

Section 9.2 — Indemnification by Licensee Licensee shall indemnify, defend, and hold harmless Licensor and its Affiliates, and their respective members, managers, officers, directors, employees, agents, successors, and permitted assigns (collectively, the "Licensor Indemnitees"), from and against any and all Losses arising out of or relating to: (a) Licensee's breach of any representation, warranty, or covenant set f

Section 9.3 — Indemnification Caps Subject to the exceptions set forth in Section 9.5: (a) General Cap — Licensor. Licensor's aggregate liability for indemnification under Section 9.1 shall not exceed Nine Million Dollars ($9,000,000), which amount is equal to the total License Fee payable under this Agreement. (b) General Cap — Licensee. Licensee's aggregate liability for indemnification under Section 9.2 shall not

Section 9.4 — Basket / Deductible Neither Party shall be liable for indemnification under this Article IX until the aggregate amount of all indemnifiable Losses incurred by the Indemnitees of the other Party exceeds Ninety Thousand Dollars ($90,000) (the "Basket"), which amount represents approximately one percent (1%) of the License Fee. Once the aggregate amount of indemnifiable Losses exceeds the Basket, the indem

Section 9.5 — Exceptions to Caps — Willful Misconduct and Re-Identification Notwithstanding Sections 9.3 and 9.4, the indemnification caps set forth in Section 9.3 and the Basket set forth in Section 9.4 shall not apply to, and shall not limit a Party's liability for, Losses arising out of: (a) a Party's willful misconduct, gross negligence, or fraud; (b) Licensee's breach of the Non-Re-Identification Covenant set fo

Section 9.6 — Indemnification Procedures (a) Notice. The Party seeking indemnification (the "Indemnified Party") shall provide the Party from whom indemnification is sought (the "Indemnifying Party") with prompt written notice of any claim, demand, action, or proceeding for which indemnification is sought (a "Claim Notice"). The failure to provide timely notice shall not relieve the Indemnifying Party of its indemnif

ARTICLE X — LIMITATION OF LIABILITY

Section 10.1 — Exclusion of Consequential Damages EXCEPT FOR (I) BREACHES OF THE USE RESTRICTIONS SET FORTH IN SECTION 2.3 (INCLUDING ARTICLE II GENERALLY), (II) BREACHES OF THE NON-RE-IDENTIFICATION COVENANT SET FORTH IN SECTION 2.3(b), (III) BREACHES OF THE CONFIDENTIALITY OBLIGATIONS SET FORTH IN ARTICLE XI, OR (IV) A PARTY'S INDEMNIFICATION OBLIGATIONS UNDER ARTICLE IX, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO