Contract analysis

From: Wendy Schultz <wschultz@calderwoodharkness.com> To: Nina Chastain <nchastain@kesslerpa.com> Cc: Leonard Cross <lcross@calderwoodharkness.com> Date: Thu, 05 Jan 2023 10:47:00 -0000 Subject: Quorum / Meridian Data License — Scheduling In-Person Negotiation Session, January 18, 2023

Happy New Year. I hope the holiday break treated you well.

I'm writing to confirm logistics and propose an agenda for the first in-person negotiation session on the Master Data License Agreement between Quorum Insurance Holdings Corp. and Meridian Credit intelligence, Inc. As you know, following the exchange of initial MDLA drafts in October and Quorum's comprehensive redline delivered on December 2, 2022, both teams agreed that an in-person session would be the most efficie

The session will be held at Calderwood & Harkness's New York office:

We'll confirm the specific conference room closer to the date; in the meantime, reception will be prepared to direct all attendees upon arrival. The proposed time is **9:30 AM to 5:00 PM EST**, with a working lunch. C&H will arrange lunch — could you please flag any dietary restrictions for the Meridian and KP&A team members by January 13 or so?

On the Quorum / Calderwood & Harkness side, we expect the following:

- Leonard Cross, Partner, Calderwood & Harkness LLP - Wendy Schultz, Associate, Calderwood & Harkness LLP - Omar Siddiqui, Associate, Calderwood & Harkness LLP - Patricia Heng, Senior Counsel, Calderwood & Harkness LLP (may join for specific agenda items related to technology transactions and the SLA) - Gregory Stahl, VP Legal Affairs, Quorum Insurance Holdings Corp. - Rajesh Anand, Chief Data Officer, Quorum Insuran

On the Meridian / Kessler Pruitt & Ashe side, we have the following as expected attendees, but would appreciate your confirmation:

- Graham Whitley, Partner, Kessler Pruitt & Ashe LLP - Nina Chastain, Associate, Kessler Pruitt & Ashe LLP - Derek Fontaine, Associate, Kessler Pruitt & Ashe LLP - Keith Marlow, SVP Data Licensing & Partnerships, Meridian Credit intelligence, Inc.

Could you also confirm whether Arthur Pennington (General Counsel) or Ben Overstreet (VP Legal Affairs) plan to attend on Meridian's behalf, and let us know if there are any additional business-side attendees from Meridian?

Below is a proposed agenda for the day. We've tried to front-load the more technical items and reserve the afternoon for what we expect will be the two most substantive areas of discussion — pricing/MFN and derived data IP. Please let us know if KP&A or Meridian would like to suggest any modifications or additions.

1. **Introductions and Ground Rules** (9:30–9:45 AM) Brief introductions of all team members; confirm process and protocol for the session.

2. **Overview of Open Issues** (9:45–10:30 AM) Walk-through of the issues list and open points tracker that C&H has been maintaining. The goal here is to identify which issues are amenable to resolution at this session and which require further analysis or follow-up drafting.

3. **Data Products and Technical Specifications** (10:30–11:30 AM) Discussion of MCI Consumer Credit File, MCI CommercialView, and MCI AltSignal product specifications, including data delivery methods (SFTP batch, REST API), refresh frequencies (daily vs. weekly), and record volumes. We also expect to discuss the base-tier record cap of 500 million records/month and overage pricing. Rajesh Anand will take the lead on

4. **Service Level Agreement and Uptime Commitments** (11:30 AM–12:15 PM) Discussion of C&H's proposed SLA schedule, including the 99.9% uptime commitment, latency standards, and service credit mechanics. Patricia Heng will lead for Quorum's side on this item.

6. **Pricing Structure and Most Favored Nation Clause** (1:00–2:30 PM) Walk-through of the agreed fee structure: Year 1 annual fee of $10,800,000; Years 2–5 at $12,300,000/year; quarterly payment terms; and the $1,500,000 one-time implementation fee. We will also need to discuss Quorum's proposed most favored nation pricing clause and Meridian's objections to the current formulation. We expect this to be a significan

7. **Derived Data — Intellectual Property Ownership and Commercialization Rights** (2:30–4:00 PM) Discussion of Article VII (Derived Data), including Quorum's position on ownership of all Derived Data (data, models, scores, indices, and analytics outputs), Meridian's proposed license-back structure, the "sufficient transformation" standard, and the 15% revenue share proposal. This is the second major open issue and w

8. **Data Security, Privacy, and Regulatory Compliance** (4:00–4:30 PM) Brief overview of the Data Security Addendum and FCRA/GLBA/CCPA compliance provisions. Note that David Cartwright, a partner in our Data Privacy & Cybersecurity practice, is available by phone should any detailed privacy questions arise during this segment.

9. **Dispute Resolution** (4:30–4:45 PM) Quorum's preference for exclusive jurisdiction (SDNY or NY Supreme Court, Commercial Division) vs. Meridian's preference for binding arbitration under AAA Commercial Rules. We are flagging this as an additional open item for discussion.

10. **Wrap-Up and Next Steps** (4:45–5:00 PM) Identify items resolved, items requiring further drafting, and agree on a timeline for the next exchange of documents.

Could you please confirm that KP&A and Meridian have received and had an opportunity to review Quorum's comprehensive redline of the MDLA dated December 2, 2022? On our end, C&H will circulate an updated issues list / open points tracker by **January 12** — approximately one week before the session — for both sides to use as a working document during the meeting. If KP&A is in a position to circulate any responsive r

As a brief reminder, all discussions at the session will be subject to the Mutual NDA between the parties (NDA-QIH-MCI-2022-001, dated August 15, 2022).

Could you please confirm (1) the January 18 date, (2) Meridian's and KP&A's attendees, and (3) any additions or changes to the proposed agenda by **January 10**? That will give us enough time to finalize logistics and the issues tracker.

We're looking forward to a productive session. If it's easier to coordinate any of the above by phone, please don't hesitate to give me a call.

Wendy Schultz Associate Calderwood & Harkness LLP 425 Park Avenue New York, NY 10022 D: (212) 554-7183 wschultz@calderwoodharkness.com