**MASTER SOFTWARE-AS-A-SERVICE AGREEMENT **
SkyComply™ Platform
By and Between
SKYBRIDGE FINTECH LTD.
and
MERIDIAN NATIONAL BANK, NATIONAL ASSOCIATION
Privileged & Confidential — For Discussion Purposes Only
Dated as of __, 2025
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PREAMBLE
This Master Software-as-a-Service Agreement (this "Agreement") is entered into as of __, 2025 (the "Effective Date"), by and between:
Skybridge Fintech Ltd., a Delaware limited company formed under the Delaware Limited Liability Company Act and the Delaware Alternative Entity statute, with its principal office and headquarters located at 1400 Concord Pike, Suite 320, Wilmington, Delaware 19803 (hereinafter referred to as "Licensor" or "Skybridge");
and
Meridian National Bank, National Association, a national banking association chartered under the laws of the United States pursuant to the National Bank Act, 12 U.S.C. § 21 et seq., with its principal office located at 600 Lexington Avenue, 40th Floor, New York, New York 10022 (hereinafter referred to as "Licensee" or "Meridian").
Skybridge and Meridian are each referred to herein individually as a "Party" and collectively as the "Parties."
RECITALS. A. Skybridge is the developer and provider of a proprietary artificial-intelligence-driven anti-money-laundering and transaction-monitoring software-as-a-service platform marketed under the trade name SkyComply™ (the "Platform"), which enables financial institutions to detect, investigate, and report suspicious activity, manage customer due diligence and enhanced due diligence processes, screen transactions and counterparties against sanctions and watchlists, and fulfill regulatory reporting obligations under the Bank Secrecy Act and applicable anti-money-laundering laws and regulations.
B. Meridian desires to license access to the SkyComply™ Platform for use across its retail banking, commercial banking, and wealth management divisions, covering approximately thirty-two thousand (32,000) named users across Meridian's domestic and international operations, in order to enhance Meridian's BSA/AML compliance infrastructure and transaction monitoring capabilities.
C. The Parties desire to set forth the terms and conditions under which Skybridge will provide Meridian with access to the Platform and related implementation, configuration, data migration, training, ongoing support, and managed services throughout the term of this Agreement.
D. This Agreement, together with the Order Form executed by the Parties, Exhibit A (Service Level Agreement), Exhibit B (Security Exhibit), Exhibit C (Data Processing Addendum), and Exhibit D (Acceptable Use Policy), each of which is attached hereto or separately executed and incorporated herein by reference, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior or contemporaneous agreements, understandings, representations, and negotiations, whether written or oral, relating to such subject matter.
NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
[C&H Comment: No objection to HTM's acceptance of the Preamble as drafted.]
ARTICLE 1 — DEFINITIONS
As used in this Agreement, the following terms shall have the meanings set forth below. Capitalized terms used but not defined in this Article 1 shall have the meanings ascribed to them elsewhere in this Agreement.
1.1 "Acceptable Use Policy" or "AUP" means Skybridge's acceptable use policy for the Platform, as set forth in Exhibit D attached hereto and incorporated herein by reference, as such policy may be updated by Skybridge from time to time in accordance with the terms of this Agreement.
1.2 "Affiliate" means, with respect to any Party, any entity that directly or indirectly controls, is controlled by, or is under common control with such Party. For purposes of this definition, "control" means the direct or indirect ownership of more than fifty percent (50%) of the voting securities or equivalent ownership interests of such entity, or the power to direct or cause the direction of the management and policies of such entity, whether through ownership of voting securities, by contract, or otherwise.
1.3 "Agreement" means this Master Software-as-a-Service Agreement, together with all Exhibits attached hereto or incorporated herein by reference and all Order Forms executed by the Parties, each as may be amended from time to time in accordance with the terms hereof.
1.4 "Annual Fees" means the aggregate fees payable by Licensee in a given contract year as set forth in the Order Form, including subscription fees, support and managed services fees, and, in Year 1, the Implementation Fee. The Annual Fees for each contract year are as set forth in Article 4 and the Order Form.
1.5 "Authorized Users" means Licensee's employees, officers, directors, and authorized contractors who are granted named user access to the Platform by Licensee, up to the Licensed User Count. Each Authorized User shall be assigned a unique user credential, and user credentials may not be shared among multiple individuals.
1.6 "BSA/AML" means the Bank Secrecy Act of 1970, as amended (31 U.S.C. §§ 5311–5332), and all applicable anti-money-laundering statutes, regulations, rules, and guidance promulgated thereunder, including but not limited to the regulations of the Financial Crimes Enforcement Network ("FinCEN") at 31 C.F.R. Chapter X, the USA PATRIOT Act of 2001, and the Anti-Money Laundering Act of 2020.
1.7 "Confidential Information" means all information disclosed by or on behalf of one Party (the "Disclosing Party") to the other Party (the "Receiving Party") in connection with this Agreement that is designated as confidential, proprietary, or the equivalent, or that the Receiving Party reasonably should understand to be confidential given the nature of the information and the circumstances of disclosure. Without limiting the generality of the foregoing, Confidential Information includes: (a) the terms and conditions of this Agreement (including pricing, service levels, and commercial terms); (b) trade secrets, know-how, inventions, techniques, processes, algorithms, and software source code; (c) business plans, strategies, forecasts, financial information, and projections; (d) customer lists, customer data, and transaction data; (e) technical specifications, architectures, designs, and documentation; and (f) any other information that is marked or identified as "Confidential," "Proprietary," or with a similar legend. Notwithstanding the foregoing, Confidential Information shall not include information that: (i) is or becomes publicly available through no fault of or breach by the Receiving Party; (ii) was already known to the Receiving Party without restriction on use or disclosure prior to its disclosure by the Disclosing Party, as demonstrated by the Receiving Party's written records; (iii) is independently developed by the Receiving Party without use of or reference to any Confidential Information of the Disclosing Party, as demonstrated by the Receiving Party's written records; (iv) is rightfully received by the Receiving Party from a third party who is not under an obligation of confidentiality to the Disclosing Party with respect to such information; or (v) is required to be disclosed by law, regulation, subpoena, court order, or regulatory examination, subject to the provisions of Section 11.4.
[C&H Comment: Accept addition at clause (g) re Licensee Data deemed Confidential Information. HTM's original markup applied clause (h) ("regardless of marking") unilaterally to Meridian's internal policies, risk models, and regulatory correspondence. C&H has revised to apply reciprocally to both Parties (i.e., "either Party's internal policies …"). If HTM objects to the reciprocal formulation, this remains open for discussion.] [ACCEPTED as revised.]
1.8 "Data Processing Addendum" or "DPA" means the data processing addendum attached hereto as Exhibit C and incorporated herein by reference, which sets forth the terms and conditions governing Skybridge's processing of Licensee Data containing personally identifiable information and non-public personal information.
1.9 "Documentation" means Skybridge's then-current technical documentation, user manuals, release notes, API specifications, administrator guides, and online help materials for the Platform, as made available by Skybridge to Licensee during the Term and updated from time to time.
1.10 "Effective Date" means the date on which this Agreement is fully executed by both Parties, as set forth in the preamble of this Agreement.
1.11 "Go-Live Date" means the date on which the Platform is made available for production use by Licensee following completion of the Implementation Services and successful acceptance testing in accordance with Section 3.5. The targeted Go-Live Date is March 1, 2026; provided that the actual Go-Live Date may be adjusted by mutual written agreement of the Parties.
[C&H Comment: Partially accept. Skybridge agrees that the Go-Live Date requires completion of acceptance testing under Section 3.5, but objects to giving Licensee unilateral discretion over Go-Live. The added language ties the Go-Live confirmation to the objective acceptance testing process already described in Section 3.5 (conformance with Documentation), not to Licensee's subjective satisfaction. If HTM intended Licensee to have unilateral discretion to withhold Go-Live confirmation for any reason, Skybridge rejects that formulation.]
1.12 "Implementation Period" means the period commencing on September 15, 2025 and ending on February 28, 2026, during which Skybridge shall perform the Implementation Services. The Implementation Period may be extended by mutual written agreement of the Parties if necessary to complete the Implementation Services.
1.13 "Implementation Services" means the onboarding, platform configuration, data migration, system integration, user acceptance testing, end-user training, and related professional services to be performed by Skybridge as described in the Order Form and further detailed in the implementation plan to be mutually agreed upon by the Parties during the Implementation Period.
1.14 "Initial Term" means the period of five (5) years commencing on the Go-Live Date and expiring on the fifth (5th) anniversary of the Go-Live Date, as further described in Section 5.1.
1.15 "Licensee Data" means all data, content, records, files, information, and materials provided by or on behalf of Licensee (including by Licensee's Authorized Users, customers, or agents) to Skybridge or input into the Platform in connection with Licensee's use of the Platform, including but not limited to Non-Public Personal Information, Personally Identifiable Information, customer records, transaction data, suspicious activity reports and related workpapers, currency transaction reports, and any other data processed, stored, or transmitted through the Platform on behalf of Licensee.
[C&H Comment: Partially accept. Skybridge accepts the inclusion of metadata, derived data, logs, and transaction records in the definition of Licensee Data. However, HTM's original markup included "analytics outputs generated from Licensee's use of the Platform" without qualification, which would conflict with Skybridge's rights to aggregated and de-identified data under Section 15.3. Skybridge has revised the insertion to refer to "Licensee-specific analytics outputs" to distinguish outputs identifiable to Licensee from aggregated/de-identified data that Skybridge may use under Section 15.3. If HTM objects, this remains open for discussion.]
1.16 "Licensed User Count" means thirty-two thousand (32,000) named Authorized Users, as set forth in the Order Form, which represents the maximum number of Authorized Users permitted to access the Platform at any time during the Term without incurring additional per-user fees.
1.17 "Malicious Code" means any software code, program, or mechanism that is designed to: (a) disrupt, disable, or harm the operation of software, hardware, or systems; (b) permit unauthorized access to software, hardware, or systems; or (c) damage, destroy, or alter data, including without limitation viruses, worms, Trojan horses, time bombs, lock-outs, drop-dead devices, ransomware, spyware, adware, or other harmful or malicious code.
1.18 "NPI" or "Non-Public Personal Information" means non-public personal information as defined under Title V of the Gramm-Leach-Bliley Act of 1999 (15 U.S.C. §§ 6801–6809) and its implementing regulations, including Regulation P (12 C.F.R. Part 1016) and the Interagency Guidelines Establishing Information Security Standards.
1.19 "Order Form" means the order form or statement of work executed by the Parties in connection with this Agreement, which sets forth the specific commercial terms, including Licensed User Count, fees, payment schedule, implementation milestones, and any additional service specifications. Each Order Form shall be deemed incorporated into and governed by this Agreement.
1.20 "PII" or "Personally Identifiable Information" means any information that identifies, relates to, describes, is reasonably capable of being associated with, or could reasonably be linked, directly or indirectly, with a particular individual or household, as defined under applicable federal and state privacy laws, including the California Consumer Privacy Act (Cal. Civ. Code § 1798.100 et seq.), as amended by the California Privacy Rights Act, and other applicable state data privacy laws.
1.21 "Platform" means the SkyComply™ software-as-a-service application, including all modules, features, and functionalities described in the Documentation and the Order Form, together with all updates, upgrades, enhancements, patches, bug fixes, and new releases made generally available by Skybridge to its customers during the Term, as hosted and operated by Skybridge or its authorized infrastructure provider.
[C&H Comment: Accept in principle. Skybridge has added qualifying language ("to the extent such APIs, connectors, and integration modules are included in the standard Platform offering or as specified in the Order Form") to address HTM's request without creating an open-ended obligation to develop custom integrations.] [ACCEPTED as revised.]
1.22 "Renewal Term" means each successive one (1)-year renewal period following the expiration of the Initial Term, subject to the automatic renewal provisions of Section 5.2.
1.23 "Scheduled Maintenance Window" means the designated period during which Skybridge may perform scheduled maintenance on the Platform without such downtime counting against the Platform availability target under the SLA. The Scheduled Maintenance Window is Saturdays from 2:00 AM to 6:00 AM Eastern Time, for a maximum of hours per week.
[C&H Comment: HTM proposed reducing the maximum maintenance window from 4 hours to 2 hours per week and increasing advance notice from 48 hours to 72 hours. Skybridge rejects the reduction to 2 hours — 4 hours is operationally necessary for infrastructure maintenance. Skybridge accepts extending advance notice from 48 hours to 72 hours as a compromise. The definition retains 4 hours maximum; the notice extension is reflected here and in Section 7.4.] [REJECTED in part (2-hour window); ACCEPTED in part (72-hour notice).]
1.24 "Security Exhibit" means the security requirements and standards set forth in Exhibit B attached hereto and incorporated herein by reference.
1.25 "Security Incident" means any unauthorized access to, or unauthorized acquisition, use, disclosure, modification, or destruction of, Licensee Data, or any breach or compromise of the security, confidentiality, or integrity of the systems, networks, or infrastructure used by Skybridge to process, store, or transmit Licensee Data.
[C&H Comment: HTM proposed broadening this definition to include "suspected" unauthorized access and adding "loss of control over." Skybridge rejects "suspected" — notification obligations under Section 9.8 should apply to "confirmed" Security Incidents only; "suspected" is overbroad and would trigger notification for routine false positives. Skybridge accepts the "loss of control over" addition.] [REJECTED in part ("suspected"); ACCEPTED in part ("loss of control over").]
1.26 "SLA" or "Service Level Agreement" means the service level agreement set forth in Exhibit A attached hereto and incorporated herein by reference, which specifies the Platform availability targets, incident response times, and service level credit structure.
1.27 "Subprocessor" means any third party (including any Affiliate of Skybridge) engaged by Skybridge or acting on Skybridge's behalf that processes, stores, or has access to Licensee Data in connection with Skybridge's performance of its obligations under this Agreement.
[C&H Comment: Accept.] [ACCEPTED.]
1.28 "Term" means, collectively, the Initial Term and any Renewal Terms, as applicable.
1.29 "Total Contract Value" or "TCV" means the total aggregate fees payable by Licensee over the five (5)-year Initial Term, which is Fifty Million Dollars ($50,000,000), as further detailed in Article 4 and the Order Form.
[C&H Comment: Accept definition of "Regulatory Authority." This is a reasonable addition for definitional clarity.] [ACCEPTED.]
[C&H Comment: Object to the definition of "Regulatory Fine" as currently drafted. The scope is overbroad; "Regulatory Fine" should be limited to fines directly and proximately caused by Skybridge's material breach of its specifically identified obligations under this Agreement. See related C&H comment at Section 14.4 regarding the consequential damages carve-out. [OPEN — TO BE DISCUSSED]]
ARTICLE 2 — GRANT OF LICENSE; ACCESS RIGHTS
2.1 License Grant. Subject to the terms and conditions of this Agreement, including Licensee's timely payment of all fees set forth in the Order Form, Skybridge hereby grants to Meridian, and Meridian hereby accepts, a non-exclusive, non-transferable (except as permitted under Section 19.5), limited right and license to access and use the Platform during the Term, solely for Meridian's internal business purposes in connection with Meridian's anti-money-laundering compliance, Bank Secrecy Act compliance, transaction monitoring, sanctions screening, customer due diligence, enhanced due diligence, and related regulatory compliance activities. The license granted herein is subject at all times to the terms and conditions of this Agreement, the Order Form, the Acceptable Use Policy, and all applicable laws and regulations. For the avoidance of doubt, the license granted hereunder is a right to access and use the Platform as a hosted service and does not constitute a license to any underlying software code, whether in source code or object code form.
2.2 Licensed Users. Meridian's access to and use of the Platform is limited to up to thirty-two thousand (32,000) named Authorized Users, as specified in the Order Form (the "Licensed User Count"). Each Authorized User shall be assigned a unique set of login credentials, and such credentials may not be shared among or transferred between individuals. Meridian shall be responsible for ensuring that all Authorized Users comply with the terms of this Agreement and the Acceptable Use Policy, and Meridian shall be liable for any breach of this Agreement caused by its Authorized Users. Meridian may add additional Authorized Users beyond the Licensed User Count at any time during the Term by submitting a written request to Skybridge, and such additional users shall be subject to the incremental user rate of Two Hundred Seventy-Five Dollars ($275) per user per year, as set forth in the Order Form. No volume discount shall apply to incremental users added in excess of the Licensed User Count. Meridian may replace named Authorized Users from time to time (for example, upon employee departure or role change) without incurring additional fees, provided the total number of active Authorized Users does not exceed the Licensed User Count at any time.
[C&H Comment: HTM proposed adding a "burst capacity" right for Meridian to exceed 32,000 users by up to 5% (1,600 users) for a period of up to 90 days before incurring additional fees. Skybridge rejects — the incremental user rate of $275/user/year applies from the first additional user; no burst capacity. The volume discount of 6.72% already applied to the gross undiscounted TCV of $53,600,000 reflects favorable pricing.] [REJECTED.]
2.3 Scope of Use. Meridian may use the Platform across its retail banking, commercial banking, and wealth management divisions, including both domestic (United States) and international operations, for the purposes described in Section 2.1. Use of the Platform in connection with Meridian's international operations shall be subject to the data residency restrictions set forth in Exhibit B (Security Exhibit) and Exhibit C (Data Processing Addendum), and Meridian shall ensure that its use of the Platform in any jurisdiction complies with all applicable local laws and regulations governing data protection, financial services, and anti-money-laundering.
[C&H Comment: Accept with clarification that Affiliates must be identified in writing and are subject to the AUP (Exhibit D) and data residency restrictions in Exhibit B and Exhibit C.] [ACCEPTED as revised.]
2.4 Restrictions on Use. Licensee shall not, and shall not permit any Authorized User, Affiliate, or third party to:
(a) sublicense, resell, rent, lease, lend, distribute, or otherwise make the Platform or any portion thereof available to any third party, except that Meridian may permit access by Meridian Affiliates with the prior written consent of Skybridge, which consent shall not be unreasonably withheld, conditioned, or delayed;
(b) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, object code, algorithms, data structures, or underlying ideas or architecture of the Platform, except to the extent expressly permitted by applicable law notwithstanding this restriction;
(c) modify, adapt, translate, or create derivative works based upon the Platform or the Documentation, in whole or in part;
(d) remove, alter, or obscure any proprietary notices, labels, trademarks, or branding displayed on or within the Platform or the Documentation;
(e) circumvent, disable, or otherwise interfere with any access controls, security features, authentication mechanisms, or usage limitations implemented by Skybridge in connection with the Platform;
(f) use the Platform in violation of the Acceptable Use Policy (Exhibit D) or any applicable law, rule, regulation, or governmental order;
(g) use the Platform to process data or perform services on behalf of any third party (including any entity that is not a Meridian Affiliate) or to operate a service bureau;
(h) introduce any Malicious Code into the Platform or Skybridge's systems; or
(i) access the Platform for the purpose of building a competitive product or service, or for benchmarking or competitive analysis purposes.
[C&H Comment: HTM requested deletion of the reverse engineering restriction in clause (b) to the extent applicable law (e.g., DMCA) permits reverse engineering for interoperability purposes. Skybridge rejects deletion — the reverse engineering restriction is standard; Skybridge will provide reasonable API documentation to address interoperability needs. The existing exception ("except to the extent expressly permitted by applicable law notwithstanding this restriction") is sufficient.] [REJECTED.]
2.5 Reservation of Rights. Skybridge retains all right, title, and interest in and to the Platform, the Documentation, and all intellectual property rights embodied therein, including all patents, copyrights, trademarks, trade secrets, and other proprietary rights. No rights or licenses are granted to Licensee except as expressly set forth in this Agreement. All rights not expressly granted herein are reserved by Skybridge.
2.6 Feedback. In the event that Licensee provides Skybridge with any suggestions, ideas, enhancement requests, recommendations, feature requests, or other feedback regarding the Platform or any Skybridge product or service (collectively, "Feedback"), Licensee hereby assigns to Skybridge all right, title, and interest in and to such Feedback. Skybridge shall be free to use, incorporate, modify, and commercialize such Feedback in any manner and for any purpose, without any obligation, restriction, or compensation to Licensee. Nothing in this Section 2.6 shall be construed to require Licensee to provide any Feedback to Skybridge.
[C&H Comment: HTM proposed deletion of the entire Section 2.6. Skybridge rejects deletion of Section 2.6. Skybridge accepts HTM's alternative proposal qualifying that feedback ownership does not extend to Licensee's pre-existing Confidential Information or proprietary compliance methodologies, as reflected in the added proviso above.] [REJECTED (deletion); ACCEPTED (qualification).]
ARTICLE 3 — IMPLEMENTATION SERVICES
3.1 Implementation. Skybridge shall perform the Implementation Services described in the Order Form during the Implementation Period, which shall commence on September 15, 2025 and end on February 28, 2026, unless the Parties mutually agree in writing to extend the Implementation Period. The Implementation Services shall include, without limitation: (a) project planning and governance establishment; (b) onboarding and environment provisioning; (c) platform configuration, including the configuration of rules engines, risk models, alert thresholds, workflow automation, and reporting templates to align with Meridian's policies and procedures; (d) data migration from Meridian's legacy systems, including historical transaction data, customer records, case files, and regulatory reports; (e) integration with Meridian's core banking systems, data warehouses, and other enterprise applications via APIs and secure file transfer protocols; (f) user acceptance testing, including the development and execution of test plans, test scripts, and defect tracking; (g) end-user training, including training for compliance analysts, investigators, supervisors, administrators, and IT support personnel; and (h) deployment to production and go-live support.
3.2 Implementation Fee. In consideration of the Implementation Services, Licensee shall pay Skybridge a one-time implementation fee of Three Million Six Hundred Thousand Dollars ($3,600,000) (the "Implementation Fee"), as set forth in the Order Form. The Implementation Fee shall be invoiced and payable in accordance with the payment milestones set forth in the Order Form. The Implementation Fee is non-refundable except as expressly provided in Section 6.6 of this Agreement.
3.3 Cooperation. Licensee acknowledges that successful implementation of the Platform depends on Licensee's timely and reasonable cooperation with Skybridge during the Implementation Period. Licensee shall: (a) designate a project manager and implementation team to work with Skybridge's implementation team; (b) provide reasonable and timely access to Licensee's systems, networks, data, and facilities as necessary for Skybridge to perform the Implementation Services; (c) provide complete and accurate data for data migration in the formats and within the timelines specified in the implementation plan; (d) make available appropriate Licensee personnel for training sessions, workshops, design reviews, and user acceptance testing; (e) provide timely decisions and approvals as reasonably requested by Skybridge; and (f) perform such other cooperation obligations as are set forth in the Order Form or the implementation plan. Skybridge shall not be responsible for any delays in implementation to the extent such delays are attributable to Licensee's failure to fulfill its cooperation obligations under this Section 3.3.
[C&H Comment: Accept reciprocal cooperation obligation. Reasonable addition.] [ACCEPTED.]
3.4 Go-Live Date. The targeted Go-Live Date is March 1, 2026. The Parties shall use commercially reasonable efforts to achieve Go-Live by the targeted date. In the event that the Go-Live Date is delayed beyond the targeted date, the Parties shall discuss the reasons for such delay and agree on a revised timeline. Delays caused by Licensee's failure to fulfill its cooperation obligations under Section 3.3 shall not constitute a breach by Skybridge and shall not give rise to any claim by Licensee for damages, credits, or other remedies. If the Go-Live Date is delayed beyond May 31, 2026 for reasons primarily attributable to Skybridge, Licensee shall have the right to terminate this Agreement upon thirty (30) days' written notice to Skybridge, and Skybridge shall refund all prepaid fees (including the Implementation Fee) to Licensee within thirty (30) days of such termination.
[C&H Comment: HTM proposed a liquidated damages provision: $50,000 per day of delay after May 1, 2026, capped at $1,500,000, and that delays caused by Skybridge's failure to provide adequate personnel constitute a breach. Skybridge rejects liquidated damages — not contemplated in the commercial deal. Skybridge is willing to add a mutual good-faith obligation to address delays and an extended cure period. The targeted Go-Live Date of March 1, 2026 is a target only; Section 3.4 already states delays caused by Licensee are not Skybridge's breach. The existing termination right under Section 3.4 (termination with full refund if Go-Live delayed beyond May 31, 2026 for reasons primarily attributable to Skybridge) provides adequate protection.] [REJECTED.]
3.5 Acceptance. Following Skybridge's notification to Licensee that the Platform has been deployed and is ready for production use, Licensee shall have a period of thirty (30) calendar days (the "Acceptance Period") to conduct acceptance testing to verify that the Platform conforms in all material respects to the Documentation and the specifications set forth in the Order Form. If the Platform does not so conform, Licensee shall provide Skybridge with written notice specifying in reasonable detail the nature of each non-conformity (a "Deficiency Notice") prior to the expiration of the Acceptance Period. Upon receipt of a Deficiency Notice, Skybridge shall use commercially reasonable efforts to cure the identified non-conformities within thirty (30) days following receipt of such notice. If Skybridge cures the identified non-conformities within such cure period, the Platform shall be deemed accepted as of the date of cure. If Skybridge fails to cure the identified non-conformities within such cure period, Licensee may, at its option: (a) extend the cure period by an additional thirty (30) days; or (b) terminate this Agreement in accordance with Section 3.4. If Licensee does not deliver a Deficiency Notice prior to the expiration of the Acceptance Period, the Platform shall be deemed accepted as of the last day of the Acceptance Period, and the Go-Live Date shall be deemed to have occurred.
[C&H Comment: HTM proposed: (1) extending the Acceptance Period from 30 days to 45 days; (2) reducing the cure period for non-conformities from 30 days to 30 days (no change requested, but HTM proposed that failure to cure triggers termination with full refund). Skybridge rejects the extension to 45 days — 30 days is market standard. Skybridge rejects a "full refund" upon termination and has revised to provide for a pro-rata refund of prepaid fees (consistent with Section 6.6).] [REJECTED (45-day Acceptance Period); ACCEPTED in part (pro-rata refund upon termination).]
ARTICLE 4 — FEES AND PAYMENT
4.1 Fees. In consideration of the license, services, and other rights granted hereunder, Licensee shall pay to Skybridge the fees set forth in the Order Form, which are summarized as follows:
(a) Platform Subscription Fee. The annual subscription fee for access to the Platform for up to 32,000 named Authorized Users, as specified in the Order Form.
(b) Implementation Fee (Year 1 Only). A one-time implementation fee of Three Million Six Hundred Thousand Dollars ($3,600,000), payable in accordance with the payment milestones set forth in the Order Form.
(c) Support and Managed Services Fee. An annual fee of One Million Eight Hundred Thousand Dollars ($1,800,000) per year for ongoing technical support and managed services during the Term (Years 1 through 5).
(d) Year 1 Total (Post-discount). The total fees for Year 1 (including the Implementation Fee, Platform subscription fee, and support and managed services fee), as adjusted for the applicable volume discount, are Twelve Million Seven Hundred Thousand Dollars ($12,700,000), as set forth in the Order Form.
(e) Years 2 through 5 Annual Fees. The total annual fees for each of Years 2 through 5 (including the Platform subscription fee and support and managed services fee), as adjusted for the applicable volume discount, are Nine Million Three Hundred Twenty-Five Thousand Dollars ($9,325,000) per year, as set forth in the Order Form.
(f) Total Contract Value. The Total Contract Value over the five (5)-year Initial Term is Fifty Million Dollars ($50,000,000).
(g) Volume discount. A volume discount of six and seventy-two hundredths percent (6.72%) has been applied to the gross undiscounted Total Contract Value of Fifty-Three Million Six Hundred Thousand Dollars ($53,600,000) to arrive at the discounted Total Contract Value of Fifty Million Dollars ($50,000,000).
4.2 Payment Terms. All fees under this Agreement are payable quarterly in advance. Skybridge shall issue invoices to Licensee on or before the first day of each calendar quarter (or such other invoicing schedule as set forth in the Order Form). All invoices shall be due and payable within thirty (30) days of the date of invoice (the "Payment Due Date"). Payments shall be made by wire transfer or ACH to the bank account designated by Skybridge on the applicable invoice, in United States Dollars.
[C&H Comment: HTM proposed changing payment terms from quarterly-in-advance to quarterly-in-arrears. Skybridge rejects — quarterly-in-advance is Skybridge's standard billing model and was agreed in commercial discussions. Net thirty (30) day payment terms remain.] [REJECTED.]
4.3 Annual Escalator. Beginning in Year 3 of the Initial Term (i.e., the third contract year following the Go-Live Date), the Annual Fees (excluding the Implementation Fee, which is a one-time charge) shall be subject to an annual escalation based on the Consumer Price Index for All Urban Consumers (CPI-U), U.S. City Average, All Items, as published by the U.S. Bureau of Labor Statistics. The annual escalation rate shall be equal to the percentage change in CPI-U for the twelve (12)-month period ending June 30 of the preceding calendar year, subject to a floor of three percent (3.0%) and a cap of three and one-half percent (3.5%) per annum. In the event that the applicable CPI-U increase is less than three percent (3.0%), the escalation rate shall default to three percent (3.0%). In the event that the applicable CPI-U increase exceeds three and one-half percent (3.5%), the escalation rate shall be capped at three and one-half percent (3.5%). For the avoidance of doubt, the CPI-based escalation shall be applied cumulatively, with each year's escalation calculated on the escalated fee from the prior year.
[C&H Comment: HTM proposed deleting the CPI-based escalation provision entirely, or in the alternative, reducing the cap from 3.5% to 2.5% per annum. Skybridge rejects deletion. The 3.0% CPI-based escalation beginning Year 3, capped at 3.5%, reflects market conditions. Skybridge is willing to discuss reducing the cap to 3.0% (i.e., flat 3.0% maximum) as a compromise. [OPEN — TO BE DISCUSSED]]
4.4 Incremental Users. If Licensee desires to add Authorized Users in excess of the Licensed User Count of thirty-two thousand (32,000) at any time during the Term, Licensee may do so by submitting a written request to Skybridge. Each additional Authorized User shall be billed at a rate of Two Hundred Seventy-Five Dollars ($275) per user per year, pro-rated for any partial year. No volume discount shall apply to fees for incremental users added in excess of the Licensed User Count. Incremental user fees shall be invoiced quarterly in arrears for each calendar quarter in which such incremental users are active.
[C&H Comment: HTM proposed tiered volume discount pricing on incremental users above 35,000 and 40,000 users. Skybridge rejects — the $275/user/year rate for incremental users above 32,000 is already discounted; no further volume discount was contemplated in the commercial terms.] [REJECTED.]
4.5 Taxes. All fees stated in this Agreement and the Order Form are exclusive of any and all applicable sales, use, value-added, goods and services, withholding, excise, or similar taxes, levies, duties, or governmental charges of any kind (collectively, "Taxes"). Licensee shall be responsible for the payment of all such Taxes arising in connection with this Agreement, except for taxes imposed on Skybridge's net income, capital, or franchise taxes assessed against Skybridge based on Skybridge's business operations. If Skybridge is required by law to collect any Taxes from Licensee, Skybridge shall include such Taxes on the applicable invoice, and Licensee shall pay such amounts in addition to the fees otherwise due. If Licensee is required by law to withhold any Taxes from payments to Skybridge, Licensee shall provide Skybridge with an official tax receipt or other documentation evidencing such withholding.
4.6 Late Payment. Any amounts not paid by Licensee when due shall bear interest from the Payment Due Date until the date of actual payment at the lesser of: (a) per month ( per annum); or (b) the maximum rate of interest permitted by applicable law. The accrual of interest under this Section 4.6 shall not relieve Licensee of its obligation to make timely payment and shall be in addition to, and not in lieu of, any other remedies available to Skybridge under this Agreement or at law.
[C&H Comment: Accept reduction of late payment interest from 1.5% per month (18% per annum) to 1.0% per month (12% per annum).] [ACCEPTED.]
4.7 Disputed Invoices. If Licensee disputes any amount on an invoice in good faith, Licensee shall provide Skybridge with written notice of such dispute within days of receipt of the applicable invoice, specifying in reasonable detail the nature and basis of the dispute and the amount disputed. The Parties shall work together in good faith to resolve any billing dispute within thirty (30) days of Skybridge's receipt of Licensee's dispute notice. Notwithstanding the pendency of any billing dispute, all undisputed amounts shall remain due and payable in accordance with the payment terms of this Agreement. Licensee's failure to dispute an invoiced amount within the dispute period shall constitute Licensee's acceptance of such invoiced amount.
[C&H Comment: Accept extension of dispute notice period from 30 days to 45 days. Accept 15-business-day response obligation for Skybridge.] [ACCEPTED.]
ARTICLE 5 — TERM AND RENEWAL
5.1 Initial Term. The Initial Term of this Agreement shall commence on the Go-Live Date (targeted: March 1, 2026) and shall continue for a period of five (5) years, expiring on the fifth (5th) anniversary of the Go-Live Date (targeted: February 28, 2031), unless earlier terminated in accordance with the provisions of Article 6. For the avoidance of doubt, Skybridge's obligations to perform Implementation Services under Article 3 shall commence on the Effective Date and shall continue during the Implementation Period, regardless of whether the Go-Live Date has occurred.
5.2 Renewal. Following the expiration of the Initial Term, this Agreement shall automatically renew for up to successive one (1)-year , unless either Party provides the other Party with written notice of non-renewal at least one hundred eighty (180) days prior to the expiration of the then-current term (whether the Initial Term or a Renewal Term). If neither Party provides timely notice of non-renewal, the Agreement shall automatically renew for the next successive Renewal Term on the same terms and conditions then in effect, subject to the annual fee escalation provisions of Section 4.3. For the avoidance of doubt, the maximum term of this Agreement (absent mutual written agreement to further extend) shall be the five (5)-year Initial Term plus successive one (1)-year , for a maximum aggregate term of years.
[C&H Comment: HTM proposed (1) reducing the non-renewal notice period from 180 days to 90 days, and (2) limiting automatic renewals from two successive one-year terms to one one-year term. Skybridge rejects the reduction to 90 days — 180-day notice period is necessary for Skybridge's resource planning. Skybridge is willing to reduce from two automatic renewals to one automatic renewal as a compromise. The 180-day notice period remains. [OPEN — TO BE DISCUSSED (notice period only)]]
5.3 Effect of Expiration or Termination. Upon expiration or termination of this Agreement for any reason, the following provisions shall survive and continue in full force and effect in accordance with their respective terms: Article 1 (Definitions, to the extent necessary to interpret surviving provisions), Article 10 (Data Export and Deletion), Article 11 (Confidentiality), Article 13 (Indemnification, with respect to claims arising prior to or in connection with the termination or expiration), Article 14 (Limitation of Liability), Article 15 (Intellectual Property), Article 17 (Regulatory Compliance and Examination Rights, to the extent relating to the period during which services were performed), Article 18 (Governing Law; Dispute Resolution), Article 19 (General Provisions), and Article 20 (Source Code Escrow, to the extent applicable following a release event). The expiration or termination of this Agreement shall not relieve either Party of any obligations accrued prior to the effective date of such expiration or termination.
[C&H Comment: HTM proposed survival of Licensee's audit rights under Section 9.6 for two (2) years following expiration or termination. Skybridge accepts survival for one (1) year post-termination; rejects two-year period as excessive.] [ACCEPTED as revised (1 year).]
ARTICLE 6 — TERMINATION
6.1 Termination for Cause. Either Party may terminate this Agreement upon written notice to the other Party in the event that:
(a) the other Party materially breaches 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 nature of the breach in reasonable detail; provided, however, that in the case of non-payment by Licensee, the cure period shall be sixty (60) days after receipt of written notice; or
(b) the other Party: (i) becomes insolvent or is generally unable to pay its debts as they become due; (ii) files a voluntary petition in bankruptcy or has an involuntary petition in bankruptcy filed against it that is not dismissed within sixty (60) days; (iii) makes a general assignment for the benefit of creditors; (iv) has a receiver, trustee, or custodian appointed for all or a substantial portion of its assets; or (v) is subject to any proceeding under any bankruptcy, insolvency, reorganization, or similar law that is not dismissed within sixty (60) days.
[C&H Comment: HTM proposed reducing the cure period from 30 days to 15 days for material breach (retaining 60 days for non-payment). Skybridge rejects — 30-day cure period is industry standard and necessary for complex technical issues. Retained as drafted.] [REJECTED.]
6.2 Termination for Convenience by Licensee. Licensee may terminate this Agreement for convenience at any time after the end of Year 2 of the Initial Term (i.e., after the second anniversary of the Go-Live Date) upon twelve (12) months' prior written notice to Skybridge and payment of an early termination fee (the "ETF"). The ETF shall be equal to fifty percent (50%) of the remaining Annual Fees that would have been payable by Licensee for the balance of the then-current term (whether the Initial Term or a Renewal Term) had the Agreement not been terminated. For illustrative purposes only: if Licensee delivers a termination for convenience notice effective as of the end of Year 3 of the Initial Term (with two (2) years remaining in the Initial Term), the ETF would be calculated as fifty percent (50%) multiplied by Nine Million Three Hundred Twenty-Five Thousand Dollars ($9,325,000) multiplied by two (2) years, yielding an ETF of Nine Million Three Hundred Twenty-Five Thousand Dollars ($9,325,000). The ETF shall be payable within thirty (30) days of the effective date of termination. The Parties acknowledge that the ETF represents a reasonable pre-estimate of Skybridge's damages and is not a penalty.
[C&H Comment: HTM proposed (1) reducing the early termination fee from 50% to 25% of remaining Annual Fees, and (2) allowing termination for convenience after Year 1 instead of Year 2. Skybridge rejects both — the ETF of 50% of remaining Annual Fees beginning after Year 2 was commercially agreed. Reducing to 25% or accelerating the convenience termination right to Year 1 would materially undermine the economics of a $50,000,000 five-year deal.] [REJECTED.]
6.3 Termination for Chronic SLA Failure. Notwithstanding any other provision of this Agreement, Licensee shall have the right to terminate this Agreement upon sixty (60) days' written notice to Skybridge if Platform availability (as measured in accordance with Exhibit A) falls below ninety-eight percent (98.0%) in three (3) of any consecutive six (6) calendar months. In the event of termination pursuant to this Section 6.3, no ETF shall be payable by Licensee, and Skybridge shall refund prepaid fees allocable to the post-termination period in accordance with Section 6.6.
[C&H Comment: HTM proposed lowering the chronic SLA failure threshold from 98.0% to 99.0% (i.e., termination right triggered if availability falls below 99.0% in 3 of any consecutive 6 months). Skybridge rejects — 98.0% is a reasonable threshold for chronic failure given the 99.9% availability target. Lowering to 99.0% would effectively make SLA credits meaningless and trigger termination for relatively minor degradation. [OPEN — TO BE DISCUSSED]]
6.4 Termination for Regulatory Event. Licensee may terminate this Agreement upon ninety (90) days' written notice to Skybridge if a federal banking regulator (including but not limited to the OCC, the Federal Reserve, or the FDIC) issues a material adverse finding, enforcement action, formal or informal supervisory action, consent order, cease-and-desist order, or similar regulatory determination relating to the Platform, Skybridge's services under this Agreement, or Skybridge's fitness to serve as a technology service provider to Licensee. In the event of termination pursuant to this Section 6.4, no ETF shall be payable by Licensee, and Skybridge shall refund prepaid fees allocable to the post-termination period in accordance with Section 6.6.
[C&H Comment: HTM proposed (1) reducing the notice period from 90 days to 30 days, and (2) broadening the scope to include "any regulatory inquiry." Skybridge rejects the reduction to 30 days — 90 days is necessary for orderly transition. Skybridge rejects broadening to "any regulatory inquiry" — this is overbroad and could include routine examinations. Retained limitation to "material adverse finding, enforcement action, or cease-and-desist order." ] [REJECTED.]
6.5 Effect of Termination. Upon the effective date of termination or expiration of this Agreement:
(a) Licensee's right to access and use the Platform shall immediately cease, and Skybridge shall disable Licensee's and all Authorized Users' access credentials;
(b) Skybridge shall perform its data export and deletion obligations in accordance with Article 10;
(c) Licensee shall pay all fees accrued and owing through the effective date of termination, including any applicable early termination fee under Section 6.2;
(d) each Party shall, at the Disclosing Party's election, promptly return or destroy all Confidential Information of the other Party in its possession or control, in accordance with Section 11.5, subject to any regulatory retention requirements and data export rights under Article 10; and
(e) the provisions identified in Section 5.3 shall survive in accordance with their terms.
[C&H Comment: HTM proposed transition assistance for up to 12 months. Skybridge accepts the concept but limits to six (6) months at Skybridge's standard rates, and only if requested by Licensee in writing within 30 days of termination notice.] [ACCEPTED as revised (6 months).]
6.6 Refund of Prepaid Fees. In the event of termination for cause by Licensee under Section 6.1, termination for chronic SLA failure under Section 6.3, or termination for a regulatory event under Section 6.4, Skybridge shall refund to Licensee any prepaid fees allocable to the post-termination period on a pro-rata basis, calculated from the effective date of termination through the end of the period for which such fees were prepaid. Such refund shall be paid by Skybridge within thirty (30) days of the effective date of termination. For the avoidance of doubt, no refund of prepaid fees shall be due in the event of termination for cause by Skybridge or termination for convenience by Licensee under Section 6.2.
[C&H Comment: HTM proposed that refund of prepaid fees should also apply upon termination for chronic SLA failure under Section 6.3 and termination for regulatory event under Section 6.4 (in addition to termination for cause by Licensee). These refund scenarios were already included in the Initial Draft at Section 6.6. Skybridge accepts — the Initial Draft already provided for refunds upon termination under Sections 6.1, 6.3, and 6.4. No change required.] [ACCEPTED — already reflected in Initial Draft.]
ARTICLE 7 — SUPPORT AND MANAGED SERVICES
7.1 Support Services. Throughout the Term, Skybridge shall provide Licensee with ongoing technical support and managed services as described in the Order Form. Support services shall include, without limitation: (a) a dedicated support team for incident management, problem resolution, and service request fulfillment; (b) access to Skybridge's online support portal for ticket submission, status tracking, and knowledge base resources; (c) telephone and email support during business hours (Monday through Friday, 8:00 AM to 8:00 PM Eastern Time, excluding federal holidays); (d) twenty-four (24) hours per day, seven (7) days per week ("24/7") critical incident support for Severity 1 issues; and (e) ongoing system monitoring, performance optimization, and proactive alert management. The annual support and managed services fee is One Million Eight Hundred Thousand Dollars ($1,800,000) per year, payable as part of the Annual Fees in accordance with Section 4.1.
7.2 Service Levels. Skybridge's support services are subject to the service levels and incident response time commitments set forth in Exhibit A (Service Level Agreement), which are incorporated herein by reference and summarized as follows:
(a) Severity 1 (Platform Down / Critical Business Impact): Acknowledgment within fifteen (15) minutes; first response within one (1) hour; resolution target of four (4) hours. Severity 1 incidents are those in which the Platform is completely unavailable or a critical production function is inoperable, resulting in a material impact on Licensee's ability to conduct its compliance operations.
(b) Severity 2 (Major Feature Impaired / Significant Business Impact): Acknowledgment within thirty (30) minutes; first response within two (2) hours; resolution target of eight (8) hours. Severity 2 incidents are those in which a major feature or function of the Platform is significantly impaired or degraded, but a workaround may be available.
(c) Severity 3 (Minor Impact / Low Business Impact): Acknowledgment within four (4) hours; first response within one (1) business day; resolution target of five (5) business days. Severity 3 incidents are those involving minor issues, cosmetic defects, or documentation errors that do not materially affect Platform functionality.
Skybridge shall assign severity levels in good faith in consultation with Licensee. In the event of a disagreement regarding the appropriate severity level for an incident, Licensee's reasonable classification shall prevail, subject to subsequent good-faith review and reclassification by the Parties.
[C&H Comment: HTM proposed adding a new Severity 0 classification ("Critical Regulatory Impact") for incidents that may affect Meridian's ability to comply with BSA/AML regulatory requirements, with 10-minute acknowledgment, 30-minute first response, and 2-hour resolution target. Skybridge rejects the new Severity 0 classification — Severity 1 (15-minute acknowledgment, 1-hour first response, 4-hour resolution target) already covers the most critical scenarios. A separate "Critical Regulatory Impact" tier would be operationally unworkable. Skybridge is willing to discuss prioritization protocols within the existing Severity 1 framework. [OPEN — TO BE DISCUSSED]]
7.3 Updates and Upgrades. During the Term, Skybridge shall make available to Licensee, at no additional charge, all updates, patches, bug fixes, maintenance releases, and version upgrades to the Platform that are generally released by Skybridge to its customer base. Skybridge shall provide Licensee with reasonable advance notice of any major version upgrades, including release notes describing new features, changes, and any known issues. Skybridge shall ensure that all updates and upgrades are backward-compatible with Licensee's existing configurations and integrations, or, in the event that backward compatibility cannot be maintained, Skybridge shall provide Licensee with at least sixty (60) days' advance notice and reasonable migration assistance.
[C&H Comment: Accept 30-day advance written notice for material updates. Accept deferral right for non-security upgrades up to 60 days, with understanding that deferred upgrades may limit Skybridge's ability to provide certain support (proviso added above).] [ACCEPTED.]
7.4 Scheduled Maintenance. Skybridge shall perform all scheduled maintenance during the Scheduled Maintenance Window, which is Saturdays from 2:00 AM to 6:00 AM Eastern Time, for a maximum of four (4) hours per week. Skybridge shall provide Licensee with at least hours' advance written notice (via email to Licensee's designated technical contact) of all scheduled maintenance activities, including a description of the work to be performed and the expected duration. Downtime during the Scheduled Maintenance Window shall not count against the Platform availability target under the SLA. In the event that Skybridge determines that emergency maintenance is required outside of the Scheduled Maintenance Window to address a critical security vulnerability or system stability issue, Skybridge shall provide Licensee with as much advance notice as is reasonably practicable under the circumstances and shall use commercially reasonable efforts to minimize the duration and impact of such emergency maintenance.
ARTICLE 8 — SERVICE LEVEL AGREEMENT
8.1 Incorporation. The service level terms applicable to the Platform are set forth in Exhibit A (Service Level Agreement), which is attached hereto and incorporated herein by reference. In the event of any conflict between the provisions of this Article 8 and the provisions of Exhibit A, the provisions of Exhibit A shall control with respect to the specific service level metrics, measurement methodologies, credit calculations, and exclusions set forth therein, and the provisions of this Article 8 shall control with respect to all other matters.
8.2 Platform Availability. Skybridge shall use commercially reasonable efforts to maintain Platform availability of monthly uptime (the "Availability Target"), measured on a calendar-month basis exclusive of downtime occurring during the Scheduled Maintenance Window and any downtime attributable to force majeure events, Licensee's systems or network infrastructure, or Licensee's breach of this Agreement. Platform availability shall be calculated as follows:
Availability % = ((Total Minutes in Calendar Month – Scheduled Maintenance Minutes – Downtime Minutes) / (Total Minutes in Calendar Month – Scheduled Maintenance Minutes)) × 100
8.3 SLA Credits. In the event that Skybridge fails to meet the Availability Target in any calendar month, Licensee shall be entitled to receive service level credits ("SLA Credits") as set forth in the credit schedule in Exhibit A. SLA Credits shall be calculated as a percentage of the applicable monthly subscription fee (i.e., the Annual Fees, excluding the Implementation Fee, divided by twelve (12)) based on the degree to which actual availability falls below the Availability Target. The credit schedule is as follows:
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[C&H Comment: HTM proposes increased credit tiers across the board, reflecting the higher uptime target of 99.95%. Skybridge rejects across the board — credit tiers as drafted in the Initial Draft are consistent with market practice. The proposed increases, combined with HTM's proposal to uncap credits (see Section 8.4 below), would create disproportionate financial exposure. Skybridge is willing to modestly enhance mid-tier credits as a compromise if Meridian accepts the 99.9% uptime target. [OPEN — TO BE DISCUSSED]]
8.4 Credit Caps. SLA Credits are subject to the following caps:
(a) Monthly Cap: SLA Credits shall not exceed thirty percent (30%) of the applicable monthly subscription fee in any single calendar month. Based on the fee structure set forth in Article 4, the estimated monthly credit caps are: approximately Three Hundred Seventeen Thousand Five Hundred Dollars ($317,500) in Year 1, and approximately Two Hundred Thirty-Three Thousand One Hundred Twenty-Five Dollars ($233,125) in each of Years 2 through 5.
(b) Annual Cap: SLA Credits shall not exceed fifteen percent (15%) of the applicable annual subscription fee in any contract year. Based on the fee structure set forth in Article 4, the estimated annual credit caps are: approximately One Million Nine Hundred Five Thousand Dollars ($1,905,000) in Year 1, and approximately One Million Three Hundred Ninety-Eight Thousand Seven Hundred Fifty Dollars ($1,398,750) in each of Years 2 through 5.
[C&H Comment: HTM proposed deleting credit caps entirely — uncapped SLA credits. Skybridge rejects. Uncapped SLA credits would effectively make the credit mechanism a penalty provision rather than a liquidated damages mechanism. Skybridge's position: monthly cap at 30% of monthly subscription fee and annual cap at 15% of annual subscription fee remain as drafted. These caps are reasonable and within market norms for enterprise SaaS. [OPEN — KEY ISSUE TO BE DISCUSSED]]
8.5 Sole Remedy. The issuance of SLA Credits as set forth in this Article 8 and Exhibit A, together with Licensee's right to terminate this Agreement for chronic SLA failure under Section 6.3, shall constitute Licensee's sole and exclusive remedy, and Skybridge's sole and exclusive liability, for Skybridge's failure to meet the Availability Target, except in cases of Skybridge's gross negligence or willful misconduct. Nothing in this Section 8.5 shall limit Licensee's rights or Skybridge's obligations under any other provision of this Agreement with respect to clai