Contract analysis

1. DEFINITIONS 1.1 Capitalized terms used but not otherwise defined in this Amendment 3 shall have the meanings ascribed to such terms in the MSA. 1.2 In addition to the defined terms set forth in the MSA, the following terms shall have the meanings set forth below for purposes of this Amendment 3 and the MSA as amended hereby: (a) "Amendment 3 Effective Date" means October 27, 2023, the date first written above. (b)

2. AMENDMENTS TO EXHIBIT D (DATA SECURITY REQUIREMENTS) 2.1 General. Exhibit D of the MSA, as previously amended by Amendment 2, is hereby amended and restated in its entirety, as set forth in Appendix 1 to this Amendment 3. In the event of any conflict or inconsistency between the prior version of Exhibit D (including as amended by Amendment 2) and Appendix 1 attached hereto, Appendix 1 shall control and supersede t

3. AMENDMENT TO SECTION 9.4 (SECURITY INCIDENT NOTIFICATION) 3.1 Section 9.4 of the MSA is hereby deleted in its entirety and replaced with the following: (a) Notification Timeline. Service Provider shall notify Client of any Security Incident (as defined in Exhibit D as amended and restated by Appendix 1 hereto) affecting or reasonably believed to affect Client Data within twenty-four (24) hours of Service Provider'

4. FEE ADJUSTMENT 4.1 Fee Reduction. Effective November 1, 2023, and continuing through April 30, 2025 (the "Fee Reduction Period"), the annual contract value payable by Client to Service Provider under the MSA shall be reduced by eight percent (8%) from the annual contract value then in effect. 4.2 Calculation. The current annual contract value under the MSA is Sixteen Million Three Hundred Thousand Dollars ($16,300

5. REPRESENTATIONS AND WARRANTIES OF SERVICE PROVIDER 5.1 Service Provider represents and warrants to Client that, as of the Amendment 3 Effective Date: (a) Authority. Service Provider has the corporate power and authority to enter into this Amendment 3 and to perform its obligations hereunder. The execution, delivery, and performance of this Amendment 3 by Service Provider have been duly authorized by all necessary

6. REMEDIATION MILESTONES AND REPORTING 6.1 Remediation Milestones. Service Provider shall comply with the following remediation milestones: (a) EDR Deployment. Service Provider shall complete the deployment of an enterprise-grade Endpoint Detection and Response solution across all systems that store, process, or transmit Client Data no later than January 25, 2024 (ninety (90) calendar days from the Amendment 3 Effec

7. AUDIT RIGHTS 7.1 Enhanced Audit Rights. In addition to any audit rights set forth in the MSA (including without limitation Section 12.3 thereof), Client and its designated representatives, including without limitation external counsel, forensic investigators, independent auditors, and the Independent Security Assessor, shall have the right, upon no fewer than ten (10) business days' prior written notice, to audit,

8. RELATIONSHIP TO SETTLEMENT AGREEMENT 8.1 This Amendment 3 is entered into concurrently with the Settlement Agreement and Mutual Release dated October 27, 2023, between Client and Service Provider (the "Settlement Agreement"). The Settlement Agreement provides for, among other things, a cash payment of Four Million Two Hundred Thousand Dollars ($4,200,000) from Service Provider to Client and the fee reduction set f

9. TERM 9.1 The term of the MSA, as previously established, commenced on November 12, 2019 and is scheduled to expire on November 11, 2024 (the initial five (5)-year term from the Original MSA effective date), unless earlier terminated in accordance with the MSA or extended by written agreement of the Parties. 9.2 The amendments set forth in this Amendment 3 shall be effective as of the Amendment 3 Effective Date and

10. NO OTHER AMENDMENTS; CONFLICTS 10.1 Except as expressly modified, amended, or supplemented by this Amendment 3, the MSA (including all prior amendments, exhibits, appendices, schedules, and Statements of Work) shall remain in full force and effect and is hereby ratified and confirmed in all respects. 10.2 In the event of any conflict or inconsistency between the terms and conditions of this Amendment 3 and the te

11. GOVERNING LAW; DISPUTE RESOLUTION 11.1 This Amendment 3 shall be governed by and construed in accordance with the laws of the State of Connecticut, without regard to its conflict of laws principles, consistent with the governing law provision set forth in Section 18.1 of the MSA. 11.2 Any dispute, controversy, or claim arising under or in connection with this Amendment 3, or the breach, termination, or validity t

12. COUNTERPARTS; ELECTRONIC SIGNATURES 12.1 This Amendment 3 may be executed in any number of counterparts, each of which shall be deemed an original and all of which, when taken together, shall constitute one and the same instrument. Delivery of an executed counterpart of this Amendment 3 by facsimile, electronic mail (including PDF), or other electronic transmission shall be equally effective as delivery of a manu

13. NOTICES 13.1 All notices, requests, demands, consents, and other communications required or permitted to be given under this Amendment 3 shall be in writing and shall be delivered in accordance with the notice provisions set forth in Section 17 of the MSA, with copies as follows: If to Client: Thomas R. Whitfield, General Counsel Quorum Insurance Holdings Corp. 400 Constitution Plaza, Suite 2200 Hartford, CT 0610