PRIVILEGED & CONFIDENTIAL — ATTORNEY WORK PRODUCT
SIGNATURE PAGE TEMPLATES
Master Data License Agreement, Data Security Addendum, and Service Level Agreement
C&H Matter No. 1025-00008
Prepared by: Omar Siddiqui, Associate Intellectual Property Group Calderwood & Harkness LLP 425 Park Avenue New York, NY 10022
NOTICE: This document is protected by the attorney-client privilege and the attorney work product doctrine. It has been prepared in anticipation of litigation and in connection with the provision of legal advice. This document is strictly confidential and is intended solely for use by attorneys and authorized personnel of Calderwood & Harkness LLP and its client, Quorum Insurance Holdings Corp. Any unauthorized review, use, disclosure, or distribution of this document is strictly prohibited. If you have received this document in error, please notify the sender immediately and destroy all copies.
These templates are prepared for execution upon resolution of all outstanding negotiation issues and satisfaction of all conditions precedent to closing. All signature pages contained herein are formatted as counterpart signature pages intended for attachment to the respective agreements. These pages should not be executed, circulated externally, or delivered until all conditions described in Part IV of this document have been satisfied and confirmed in writing by the responsible deal team members.
I. SIGNATURE PAGE — MASTER DATA LICENSE AGREEMENT
1.1 Agreement Identification Block
MASTER DATA LICENSE AGREEMENT
COUNTERPART SIGNATURE PAGE
IN WITNESS WHEREOF, the Parties have caused this Master Data License Agreement to be executed by their duly authorized representatives as of the date set forth below.
This Master Data License Agreement is dated as of ___, 20 (the "Effective Date").
1.2 Signature block — Quorum Insurance Holdings Corp.
QUORUM INSURANCE HOLDINGS CORP. a Delaware corporation
By: ________
Name: ________
Title: ________
Date: ________
Address for Notice Purposes:
Quorum Insurance Holdings Corp. 1200 Atlantic Street, Suite 3400 Stamford, CT 06901
Attention: Carolyn Whitford, General Counsel & Executive Vice President
with a copy to: Gregory Stahl, Vice President, Legal Affairs
1.3 Signature block — Meridian Credit intelligence, Inc.
MERIDIAN CREDIT INTELLIGENCE, INC. a Georgia corporation
By: ________
Name: ________
Title: ________
Date: ________
Address for Notice Purposes:
Meridian Credit intelligence, Inc. 3300 Peachtree Road NE, Suite 2100 Atlanta, GA 30326
Attention: Arthur Pennington, General Counsel
with a copy to: Ben Overstreet, Vice President, Legal Affairs
1.4 Counterpart and Electronic Signature Provisions
This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Signatures of the Parties transmitted by one Party to the other Party or Parties shall be deemed to constitute original signatures for all purposes.
Delivery of an executed counterpart of a signature page to this Agreement by facsimile transmission or by electronic mail in portable document format (.pdf) shall be effective as delivery of a manually executed counterpart. Any Party delivering an executed counterpart of a signature page by facsimile transmission or electronic mail shall also deliver a manually executed counterpart of such signature page, but the failure to deliver a manually executed counterpart shall not affect the validity, enforceability, or binding effect of this Agreement.
II. SIGNATURE PAGE — DATA SECURITY ADDENDUM
2.1 Agreement Identification Block
DATA SECURITY ADDENDUM
to the Master Data License Agreement
COUNTERPART SIGNATURE PAGE
IN WITNESS WHEREOF, the Parties have caused this Data Security Addendum to the Master Data License Agreement to be executed by their duly authorized representatives as of the date set forth below.
This Data Security Addendum is entered into in connection with and forms a part of the Master Data License Agreement, dated as of ___, 20, between Quorum Insurance Holdings Corp., a Delaware corporation, and Meridian Credit intelligence, Inc., a Georgia corporation (the "Agreement"). Capitalized terms used but not defined in this Data Security Addendum shall have the meanings ascribed to them in the Agreement.
This Data Security Addendum is dated as of ___, 20.
2.2 Signature block — Quorum Insurance Holdings Corp.
QUORUM INSURANCE HOLDINGS CORP. a Delaware corporation
By: ________
Name: ________
Title: ________
Date: ________
2.3 Signature block — Meridian Credit intelligence, Inc.
MERIDIAN CREDIT INTELLIGENCE, INC. a Georgia corporation
By: ________
Name: ________
Title: ________
Date: ________
2.4 Counterpart and Electronic Signature Provisions
This Data Security Addendum may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Signatures of the Parties transmitted by one Party to the other Party or Parties shall be deemed to constitute original signatures for all purposes.
Delivery of an executed counterpart of a signature page to this Data Security Addendum by facsimile transmission or by electronic mail in portable document format (.pdf) shall be effective as delivery of a manually executed counterpart. Any Party delivering an executed counterpart of a signature page by facsimile transmission or electronic mail shall also deliver a manually executed counterpart of such signature page, but the failure to deliver a manually executed counterpart shall not affect the validity, enforceability, or binding effect of this Data Security Addendum.
III. SIGNATURE PAGE — SERVICE LEVEL AGREEMENT
3.1 Agreement Identification Block
SERVICE LEVEL AGREEMENT
to the Master Data License Agreement
COUNTERPART SIGNATURE PAGE
IN WITNESS WHEREOF, the Parties have caused this Service Level Agreement to the Master Data License Agreement to be executed by their duly authorized representatives as of the date set forth below.
This Service Level Agreement is entered into in connection with and forms a part of the Master Data License Agreement, dated as of ___, 20, between Quorum Insurance Holdings Corp., a Delaware corporation, and Meridian Credit intelligence, Inc., a Georgia corporation (the "Agreement"). Capitalized terms used but not defined in this Service Level Agreement shall have the meanings ascribed to them in the Agreement.
This Service Level Agreement is dated as of ___, 20.
3.2 Signature block — Quorum Insurance Holdings Corp.
QUORUM INSURANCE HOLDINGS CORP. a Delaware corporation
By: ________
Name: ________
Title: ________
Date: ________
3.3 Signature block — Meridian Credit intelligence, Inc.
MERIDIAN CREDIT INTELLIGENCE, INC. a Georgia corporation
By: ________
Name: ________
Title: ________
Date: ________
3.4 Counterpart and Electronic Signature Provisions
This Service Level Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Signatures of the Parties transmitted by one Party to the other Party or Parties shall be deemed to constitute original signatures for all purposes.
Delivery of an executed counterpart of a signature page to this Service Level Agreement by facsimile transmission or by electronic mail in portable document format (.pdf) shall be effective as delivery of a manually executed counterpart. Any Party delivering an executed counterpart of a signature page by facsimile transmission or electronic mail shall also deliver a manually executed counterpart of such signature page, but the failure to deliver a manually executed counterpart shall not affect the validity, enforceability, or binding effect of this Service Level Agreement.
IV. INSTRUCTIONS FOR USE
(Internal Notes — Calderwood & Harkness LLP Only)
The following instructions are for internal use by Calderwood & Harkness LLP deal team members and authorized personnel of Quorum Insurance Holdings Corp. only. This section must be removed prior to any external circulation of the signature page templates. Under no circumstances should this section or any portion thereof be transmitted to opposing counsel, Meridian Credit intelligence, Inc., or any third party.
4.1 General Instructions
These are template signature pages only. They have been prepared in advance to facilitate efficient execution upon resolution of all outstanding issues and satisfaction of all closing conditions. The following instructions must be strictly observed:
Restrictions on Circulation. These signature page templates should not be circulated to Kessler Pruitt & Ashe LLP (counsel to Meridian Credit intelligence, Inc.) or to any representative or agent of Meridian Credit intelligence, Inc. until all substantive terms of the Master Data License Agreement ("MDLA"), the Data Security Addendum ("DSA"), and the Service Level Agreement ("SLA") have been fully agreed upon and the final execution versions of each document have been prepared, reviewed, and approved by the responsible partners at Calderwood & Harkness LLP.
Open Negotiation Issues. As of the date of preparation of these templates, the following substantive negotiation issues remain unresolved between the Parties. All such issues must be fully resolved before these signature pages are finalized for execution:
(a) Most Favored Nation Pricing. The Parties have not yet reached agreement on the scope and mechanics of the most favored nation pricing provision, including the relevant comparison group, audit rights with respect to pricing offered to comparable licensees, and the remedial framework in the event of a pricing disparity.
(b) Derived-Data Rights and intellectual Property Ownership (Article VII). The allocation of intellectual property rights in derived data products remains in dispute. Quorum's position is that all derived data created by Quorum using Licensed Data should vest exclusively in Quorum, subject only to Meridian's retained rights in the underlying raw data. Meridian's position is that derived data should be subject to a shared ownership structure or a grant-back license in favor of Meridian. This issue has significant implications for the scope of the license grant and must be resolved at the principal level.
(c) Dispute Resolution Mechanism. The Parties have not agreed on the dispute resolution mechanism (see Section 4.3 below for a summary of respective positions).
(d) Post-Termination Derived Data Treatment. The Parties remain apart on the treatment of derived data following termination or expiration of the MDLA, including the scope of any surviving license, wind-down periods, and deletion obligations. This issue is interrelated with the derived-data rights issue described in clause (b) above.
Conditions Precedent. Prior to finalization and distribution of these signature pages for execution, confirm that all of the following conditions precedent have been satisfied:
(i) Lender Consent — Standish National Bank, N.A. Obtain written consent from Standish National Bank, N.A. as Administrative Agent under Section 7.12(b) of the Amended and Restated Credit Agreement, dated as of June 15, 2021, among Quorum Insurance Holdings Corp., as Borrower, the lenders party thereto, and Standish National Bank, N.A., as Administrative Agent and Collateral Agent (as amended, restated, supplemented, or otherwise modified from time to time). This consent is required because the aggregate license value of the MDLA (currently estimated at $60,000,000 over the initial term) exceeds the $25,000,000 threshold for intellectual property license commitments set forth in Section 7.12(b) of the Credit Agreement. Coordinate with David Chin in the Banking & Credit Facilities group regarding the form and timing of the consent request.
(ii) Quorum Board Resolution. Obtain a certified copy of the resolution of the Board of Directors of Quorum Insurance Holdings Corp. authorizing the execution, delivery, and performance of each of the MDLA, DSA, and SLA. The Board Chair, Harrison Kimble, should be consulted regarding the scheduling of the board meeting or the circulation of a written consent in lieu of meeting. A form of board resolution has been prepared separately and is available in the deal folder.
(iii) Officer's Certificate and Secretary's Certificate. Obtain an executed officer's certificate from a duly authorized officer of Quorum Insurance Holdings Corp. certifying as to the truth and accuracy of the representations and warranties contained in the MDLA as of the Effective Date. In addition, obtain an executed secretary's certificate from the Secretary or an Assistant Secretary of Quorum Insurance Holdings Corp. certifying as to (A) the incumbency and specimen signatures of the officers authorized to execute the MDLA, DSA, and SLA, (B) the resolutions of the Board of Directors authorizing the transaction, and (C) the organizational documents of Quorum Insurance Holdings Corp.
(iv) FCRA Permissible Purpose Certification. Obtain a fully executed Fair Credit Reporting Act Permissible Purpose Certification from Quorum Insurance Holdings Corp. in the form required by Meridian Credit intelligence, Inc. as a condition to the provision of consumer credit data under the MDLA. This certification must be executed by an authorized officer of Quorum and must confirm that all uses of Licensed Data containing consumer credit information will be made solely for permissible purposes under Section 604 of the Fair Credit Reporting Act, 15 U.S.C. § 1681b.
(v) Confirmation of Insurance Coverage. Confirm that the following insurance coverage is in place and that certificates of insurance have been obtained and exchanged between the Parties:
• Quorum Insurance Holdings Corp.: Commercial general liability insurance with coverage of not less than $5,000,000 per occurrence; cyber liability insurance with aggregate coverage of not less than $50,000,000.
• Meridian Credit intelligence, Inc.: Commercial general liability insurance with coverage of not less than $5,000,000 per occurrence; cyber liability and technology errors and omissions insurance with aggregate coverage of not less than $25,000,000.
4.2 Authorized Signatory Guidance
Quorum Insurance Holdings Corp. The signatory on behalf of Quorum Insurance Holdings Corp. should be an officer duly authorized by the board resolution described in Section 4.1(ii) above. Based on preliminary discussions with the Quorum legal department, the anticipated signatory is Carolyn Whitford, General Counsel & Executive Vice President. However, the board resolution may designate an alternative officer, in which case the alternative officer may execute the agreements. In all cases, the identity and authority of the signatory must be confirmed by reference to the secretary's certificate and the underlying board resolution. Incumbency should be verified prior to execution to ensure that the signatory remains in his or her officer position as of the date of execution.
Meridian Credit intelligence, Inc. The signatory on behalf of Meridian Credit intelligence, Inc. should be confirmed with Kessler Pruitt & Ashe LLP (contact: Patricia Kessler, Partner, or Diane Pruitt, Partner). Based on prior correspondence and the term sheet executed between the Parties, anticipated signatories on behalf of Meridian may include:
• Vincent Halstead, Chief Executive Officer
• Sandra Ellison, President & Chief Operating Officer
• Arthur Pennington, General Counsel
Request an incumbency certificate or equivalent authorization documentation from Meridian Credit intelligence, Inc. (through Kessler Pruitt & Ashe LLP) confirming the authority of the designated signatory to execute each of the MDLA, DSA, and SLA on behalf of Meridian. This documentation should be obtained sufficiently in advance of the anticipated execution date to allow for review and any necessary follow-up.
4.3 Governing Law Notation
All three documents — the Master Data License Agreement, the Data Security Addendum, and the Service Level Agreement — are to be governed by and construed in accordance with the laws of the State of New York, without regard to the conflicts-of-law principles thereof that would require or permit application of the laws of any other jurisdiction. The Parties have agreed in principle on New York governing law, and this position is reflected in the current drafts of each agreement.
The dispute resolution provision, however, remains subject to final resolution between the Parties. The respective positions of the Parties are as follows:
Quorum's Position: Exclusive jurisdiction in the United States District Court for the Southern District of New York or, if such court lacks subject matter jurisdiction, in the Commercial Division of the Supreme Court of the State of New York, New York County. Quorum's position includes a mutual waiver of jury trial and a consent to personal jurisdiction and service of process in the selected forum.
Meridian's Position: Binding arbitration administered by the American Arbitration Association ("AAA") under the AAA Commercial Arbitration Rules, with the seat of arbitration in New York, New York. Meridian's position contemplates a panel of three arbitrators, with each Party selecting one arbitrator and the two Party-selected arbitrators selecting the third. Meridian has indicated a preference for confidential arbitration proceedings with limited discovery.
This issue remains one of the principal open items in the negotiation and should be escalated to the partner level for resolution if not agreed upon in the next round of mark-ups. The choice of dispute resolution mechanism may affect certain ancillary provisions in the agreements, including the availability of interim injunctive relief and the enforceability of specific performance remedies. Coordinate with the litigation group as needed.
4.4 Coordination with Closing Checklist
Prior to circulation of final signature pages for execution, confirm that all execution prerequisites have been satisfied by cross-referencing the following internal tracking documents:
(a) Closing Checklist. The master closing checklist is maintained by Marcus Weill, Senior Associate, Corporate, Calderwood & Harkness LLP. The closing checklist tracks all deliverables, execution items, conditions precedent, and third-party consents required for closing. Confirm with Marcus Weill that all items on the closing checklist have been completed or that appropriate arrangements have been made for simultaneous satisfaction at closing.
(b) Conditions Precedent Tracker. The conditions precedent tracker is a separate document maintained alongside the closing checklist and provides detailed status updates on each condition precedent identified in Section 4.1 above. Review the tracker prior to authorizing the release of signature pages.
Coordinate with Marcus Weill and Wendy Schultz (Paralegal, Corporate, Calderwood & Harkness LLP) on final document assembly sequence, including the order of execution, the compilation of signature pages into the definitive agreements, and the preparation of fully executed copies for distribution to all parties and their counsel. Final assembly should follow the standard Calderwood & Harkness document assembly protocol, with executed signature pages maintained separately in the closing binder until all counterparts have been received and verified.
CONTACT INFORMATION
For questions regarding these signature page templates or the underlying transaction, please contact:
Omar Siddiqui Associate, intellectual Property Group Calderwood & Harkness LLP 425 Park Avenue New York, NY 10022 Telephone: (212) 558-4000
Email: osiddiqui@calderwoodharkness.com
C&H Matter No. 1025-00008
PRIVILEGED & CONFIDENTIAL — ATTORNEY WORK PRODUCT This document and all information contained herein are protected by the attorney-client privilege and the work product doctrine. Unauthorized disclosure, copying, or distribution is strictly prohibited. © Calderwood & Harkness LLP. All rights reserved.