Contract analysis

Section 1: Parties 1.1 Licensee. Full Legal Name: Quorum Insurance Holdings Corp. Entity Type: Corporation organized and existing under the laws of the State of Delaware. Principal Place of Business: 1200 Atlantic Street, Suite 3400, Stamford, Connecticut 06901. Nasdaq Ticker Symbol: QIHC. Primary Business: Quorum is a multi-line insurance carrier and insurance-technology platform operator, providing property and cas

Section 2: Licensed Data Products 2.1 Description of Data Products The following table summarizes the data products to be licensed under the MDLA (each, a "Licensed Data Product" and collectively, the "Licensed Data Products"). Detailed technical specifications, data dictionaries, record schemas, field-level definitions, and delivery protocols for each Licensed Data Product shall be set forth in Technical Schedule A

Section 3: Term 3.1 Initial Term The initial term of the MDLA shall be five (5) years, commencing on the effective date of the fully executed MDLA (the "Effective Date") and continuing until the fifth (5th) anniversary thereof, unless earlier terminated in accordance with the provisions of Section 14 (the "Initial Term"). 3.2 Renewal. Subject to further negotiation in the context of the definitive MDLA, Quorum propos

Section 4: Fees and Payment Terms 4.1 Annual License Fees Quorum proposes the following annual license fee structure for the Initial Term of the MDLA: For purposes of reconciliation, the aggregate five-year license fee commitment is calculated as follows: Year 1 ($10,800,000) plus Years 2 through 5 ($12,300,000 × 4 = $49,200,000) equals $60,000,000 in total aggregate license fees. 4.2 Year 1 discount Rationale The Ye

Section 5: Most Favored Nation Pricing 5.1 MFN Commitment Quorum proposes the inclusion of a most favored nation ("MFN") pricing clause in the definitive MDLA. Specifically, Quorum proposes that, if at any time during the Term (including the Initial Term and any Renewal Term), Meridian enters into or amends a data license agreement with any Comparable Licensee (as defined in Section 5.2 below) on terms that provide s

Section 6: Service Levels 6.1 General. The definitive MDLA will include a Service Level Agreement ("SLA") as a schedule or exhibit thereto, specifying in detail the parties' respective obligations with respect to system availability, data-delivery windows, latency standards for API access, data quality, service credits for SLA failures, escalation procedures, incident-management protocols, planned maintenance windows

Section 7: Data Delivery and Integration 7.1 Delivery Methods The Licensed Data Products shall be delivered to Quorum via the following methods: (a) SFTP Batch Delivery: The MCI Consumer Credit File™ (daily), MCI CommercialView™ (weekly), and MCI AltSignal™ (daily) shall each be delivered via secure SFTP batch transfer to Quorum-designated endpoints. All SFTP transfers shall be encrypted in transit using TLS 1.2 or h

Section 8: Intellectual Property — Derived Data Ownership and Commercialization This Section 8 sets forth Quorum's proposed terms regarding the ownership, use, and commercialization of Derived Data and is of critical importance to Quorum's willingness to enter into the MDLA. Quorum's proposed position on Derived Data represents a material departure from the terms set forth in Meridian's Initial Term Sheet dated Septe

Section 9: Data Security and Privacy 9.1 Data Security Addendum The definitive MDLA will include a Data Security Addendum ("DSA") as a schedule or ancillary agreement, establishing the parties' respective obligations with respect to the security of the Licensed Data Products, Derived Data, and any other confidential or personal information exchanged or processed in connection with the MDLA. The DSA shall address, at

Section 10: Representations and Warranties 10.1 Meridian Representations and Warranties The definitive MDLA shall include the following representations and warranties by Meridian, which shall be made as of the Effective Date and shall be deemed repeated as of each date on which Licensed Data Products are delivered: (a) Meridian has all necessary rights, licenses, consents, and authorizations to license the Licensed D

Section 11: Indemnification 11.1 Meridian Indemnification Meridian shall indemnify, defend, and hold harmless Quorum and its directors, officers, employees, agents, affiliates, successors, and permitted assigns (collectively, the "Quorum Indemnitees") from and against any and all losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees and costs of litigation) (collectively, "Losses") a

Section 12: Limitation of Liability Mutual limitation of liability provisions shall be negotiated and included in the definitive MDLA. Quorum's proposed position on limitation of liability is as follows: (a) Consequential Damages Exclusion: The exclusion of indirect, incidental, special, consequential, and punitive damages (including lost profits, lost revenues, loss of data, and loss of business opportunity) shall b

Section 13: Insurance 13.1 Meridian Required Insurance Meridian shall obtain and maintain, at its own cost and expense, the following insurance coverage throughout the Term: (a) Commercial General Liability Insurance: Minimum coverage of $5,000,000 per occurrence and $10,000,000 in the aggregate, including coverage for bodily injury, property damage, personal injury, and advertising injury. (b) Cyber/Technology Error

Section 14: Termination 14.1 Termination for Cause Either party may terminate the MDLA upon material breach by the other party that remains uncured after the expiration of a sixty (60)-day cure period commencing upon the breaching party's receipt of written notice from the non-breaching party specifying the nature of the breach in reasonable detail. If the material breach is of a nature that cannot reasonably be cure

Section 15: Confidentiality The MDLA shall include mutual confidentiality obligations consistent with, and at least as protective as, the obligations set forth in the Mutual Non-Disclosure Agreement between the parties, Reference No. NDA-QIH-MCI-2022-001, dated August 15, 2022 (the "Existing NDA"). The confidentiality provisions of the MDLA shall either incorporate the terms of the Existing NDA by reference or supers

Section 16: Governing Law and Dispute Resolution 16.1 Governing Law The MDLA shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to any choice-of-law or conflict-of-law rules or provisions (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York. The parties

Section 17: Conditions Precedent to Effectiveness The effectiveness of the MDLA shall be subject to the satisfaction or waiver of the following conditions precedent on or prior to the Effective Date: 17.1 Lender Consent The effectiveness of the MDLA is conditioned upon Quorum's receipt of written consent or waiver from the Required Lenders (as defined in the Credit Agreement referenced below) under the Amended and Re

Section 18: Exclusivity and Non-Solicitation 18.1 Non-Exclusivity. The license granted to Quorum under the MDLA shall be non-exclusive. Quorum shall not be restricted, limited, or otherwise prohibited from licensing, purchasing, or otherwise obtaining credit data, alternative data, or analytics products from any other data provider, credit bureau, or analytics vendor, whether or not such data or products are competit

Section 19: Assignment Neither party may assign, transfer, delegate, or otherwise dispose of any of its rights or obligations under the MDLA, in whole or in part, without the prior written consent of the other party, which consent shall not be unreasonably withheld, conditioned, or delayed. Notwithstanding the foregoing, either party may assign the MDLA without the other party's consent in connection with a merger, c

Section 20: Miscellaneous 20.1 Entire Agreement The MDLA and all ancillary agreements, schedul