1025-00008 · Quorum Insurance Holdings · NDA & Preliminary Agreements

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MUTUAL NON-DISCLOSURE AGREEMENT

This Mutual Non-Disclosure Agreement (this "Agreement"), dated and effective as of (the "Effective Date"), is entered into by and between:

Meridian Credit intelligence, Inc., a corporation organized and existing under the laws of the State of Georgia, with its principal place of business at 3300 Peachtree Road NE, Suite 2100, Atlanta, Georgia 30326 ("Meridian")

Quorum and Meridian are each referred to herein individually as a "Party" and collectively as the "Parties." Each Party may act as a "Disclosing Party" or a "Receiving Party" under this Agreement, depending on the context in which Confidential Information (as defined below) is disclosed.

RECITALS

WHEREAS, in connection with the Purpose, each Party anticipates that it may disclose to the other Party certain proprietary, confidential, and/or trade secret information, and that each Party may receive such information from the other Party;

WHEREAS, the Parties desire to set forth the terms and conditions governing the use, protection, and treatment of such information, and to establish the rights and obligations of each Party with respect to the confidential information of the other Party; and

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:

Section 1: Definition of Confidential Information

1.1 "Confidential Information" means all non-public, proprietary, or confidential information disclosed by or on behalf of either Party (in such capacity, the "Disclosing Party") to the other Party (in such capacity, the "Receiving Party"), whether disclosed orally, in writing, electronically, visually, or by inspection of tangible objects, and whether or not marked, designated, or otherwise identified as "confidential," "proprietary," or with any similar legend or designation. Confidential Information shall include, without limitation, the following categories of information:

(a) business plans, strategies, marketing plans, financial information, financial projections, budgets, operating data, and business forecasts;

(b) pricing information, fee structures, rate cards, discount schedules, revenue data, margin information, and cost structures;

(c) customer lists, customer data, supplier lists, vendor relationships, partner and channel relationships, and other partnership or commercial arrangements;

(d) data products, data schemas, data dictionaries, record formats, data-delivery specifications, data field definitions, file layouts, application programming interfaces, data feeds, and technical documentation relating to data products or data delivery mechanisms;

(e) technology, software (in source code and object code form), algorithms, machine-learning models, model architectures, model weights, model training data and methodologies, neural network configurations, source code, object code, firmware, and technical specifications;

(f) intellectual property, including patents, patent applications (whether published or unpublished), trade secrets, copyrights, trademarks, service marks, and any related registrations, applications, and filings;

(g) product roadmaps, development plans, research and development activities, unreleased product features, and product launch timelines;

(h) information regarding the existence, status, or terms of the Parties' discussions, negotiations, or communications regarding the Purpose, including any term sheets, proposals, letters of intent, draft agreements, or other written or oral communications exchanged in connection therewith;

(i) any analyses, compilations, studies, summaries, extracts, or other documents or materials prepared by the Receiving Party or its Representatives (as defined in Section 4.1) that contain, reflect, are based upon, or are derived from, in whole or in part, the Confidential Information of the Disclosing Party (collectively, "Derived Materials"); and

(j) any other information that a reasonable person, considering the nature of the information and the circumstances of its disclosure, would understand to be confidential.

1.2 Confidential Information shall also include the terms and conditions of this Agreement, and the fact that the Parties are engaged in discussions regarding the Purpose, including the nature, scope, and status of such discussions.

Section 2: Exclusions from Confidential Information

2.1 Notwithstanding the foregoing, Confidential Information shall not include information that the Receiving Party can demonstrate by evidence:

(a) was already known to the Receiving Party, without any restriction on disclosure or use, prior to receipt from the Disclosing Party, as evidenced by the Receiving Party's written records predating such receipt;

(b) is or becomes generally available to the public through no fault, act, or omission of the Receiving Party or any of its Representatives, including through publication, issuance of a patent, or other public disclosure not attributable to the Receiving Party;

(c) is rightfully received by the Receiving Party on a non-confidential basis from a third party who is not, to the Receiving Party's knowledge, under any obligation of confidentiality to the Disclosing Party with respect to such information and who has the lawful right to make such disclosure; or

(d) is independently developed by the Receiving Party or its Representatives without use of, reference to, or reliance upon the Disclosing Party's Confidential Information, as demonstrated by contemporaneous written

2.2 The burden of establishing the applicability of any exclusion set forth in this Section 2 shall rest with the Receiving Party seeking to invoke such exclusion. Specific items of information shall not be deemed to fall within any of the foregoing exclusions merely because they are embraced by more general information that is publicly available or in the Receiving Party's possession, and any combination of features shall not be deemed to fall within any such exclusion merely because individual features are publicly available or in the Receiving Party's possession unless the combination itself, and its principle of operation, fall within such exclusion.

Section 3: Permitted Use and Non-Disclosure Obligations

3.1 Use Restriction. The Receiving Party shall use the Disclosing Party's Confidential Information solely for the Purpose — that is, solely in connection with evaluating, negotiating, the proposed enterprise data-licensing arrangement between the Parties — and for no other purpose whatsoever. Without limiting the generality of the foregoing, the Receiving Party shall not use the Disclosing Party's Confidential Information in connection with the development or enhancement of competing products or services, the solicitation of the Disclosing Party's customers or suppliers, or any other commercial or competitive activity.

3.2 Non-Disclosure. The Receiving Party shall not disclose, publish, disseminate, or otherwise make available any Confidential Information of the Disclosing Party to any third party, except as expressly permitted under this Agreement. The Receiving Party shall take all reasonable measures to prevent unauthorized disclosure of, or access to, the Disclosing Party's Confidential Information.

3.3 Standard of Care. The Receiving Party shall protect the Disclosing Party's Confidential Information using at least the same degree of care that the Receiving Party uses to protect its own confidential information of a similar nature and importance, but in no event less than a reasonable degree of care. Each Party represents that the standard of care it applies to its own confidential information is no less than reasonable.

3.4 No License. Nothing in this Agreement grants or shall be construed to grant to the Receiving Party any license, sublicense, or other right to use Confidential Information of the Disclosing Party except for the limited purpose expressly set forth in Section 3.1. All intellectual property rights in and to the Confidential Information shall remain with the Disclosing Party, and disclosure of Confidential Information hereunder shall not be deemed to constitute a transfer, assignment, or grant of any ownership interest in such information or any intellectual property rights therein.

Section 4: Permitted Disclosures

4.1 Representatives. The Receiving Party may disclose Confidential Information of the Disclosing Party to its directors, officers, employees, attorneys, accountants, financial advisors, consultants, and other agents or representatives (collectively, "Representatives") who:

(a) have a bona fide need to know such Confidential Information in order to assist the Receiving Party in connection with the Purpose;

(b) have been informed of the confidential nature of the Confidential Information and of the terms and restrictions set forth in this Agreement; and

(c) are bound by written agreements, professional obligations, or legal duties of confidentiality and non-use that are no less protective of the Disclosing Party's Confidential Information than the obligations set forth herein.

The Receiving Party shall be responsible and liable for any breach of this Agreement by any of its Representatives as if such breach had been committed by the Receiving Party itself. The Receiving Party shall take all reasonable steps to ensure that its Representatives comply with the terms and conditions of this Agreement with respect to any Confidential Information disclosed to them.

4.2 Affiliates. Either Party may disclose Confidential Information of the Disclosing Party to its Affiliates, provided that such Affiliates are bound by written confidentiality obligations that are at least as restrictive as those set forth in this Agreement with respect to the treatment and protection of Confidential Information. As used herein, "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, where "control" means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of an entity, whether through the ownership of voting securities, by contract, or otherwise. For purposes of clarity:

(a) With respect to Quorum, "Affiliates" shall include its subsidiaries and affiliated insurance operating companies, including any licensed insurance carriers or managing general agents controlled by or under common control with Quorum Insurance Holdings Corp.

(b) With respect to Meridian, "Affiliates" shall include its parent entities and majority owner Breckenridge Capital Partners Fund IV, L.P. and Breckenridge Capital Management LLC, as well as any subsidiaries or portfolio companies of such entities that are directly involved in the Purpose.

4.3 Specific Permitted Disclosures — Quorum. In addition to the disclosures permitted under Sections 4.1 and 4.2, Quorum may disclose relevant Confidential Information of Meridian to the following third parties, subject to the conditions specified below:

(a) Standish National Bank, N.A. — Quorum may disclose relevant Confidential Information to Standish National Bank, N.A. ("Standish"), in its capacity as Quorum's lender under Quorum's revolving credit facility, to the extent necessary to obtain any lender consent, approval, or waiver that may be required in connection with the proposed data-licensing transaction; provided that Standish is bound by customary confidentiality obligations with respect to such Confidential Information, whether pursuant to the terms of Quorum's existing credit agreement with Standish or a separate confidentiality undertaking.

(b) Caldwell & Strauss LLP — Quorum may disclose relevant Confidential Information to Caldwell & Strauss LLP ("Caldwell & Strauss"), Quorum's outside intellectual property counsel, to the extent necessary for the Purpose, including without limitation for purposes of evaluating intellectual property aspects of the proposed data-licensing arrangement; provided that such disclosure is subject to the professional obligations of confidentiality applicable to Caldwell & Strauss as legal counsel or, if deemed necessary by the Parties, the execution of a separate non-disclosure agreement.

(c) Pinnacle Ridge Advisory LLC — Quorum may disclose relevant Confidential Information to Pinnacle Ridge Advisory LLC ("Pinnacle Ridge"), Quorum's data consulting advisor, to the extent necessary for the Purpose, including without limitation for purposes of conducting technical due diligence and evaluating data product integration; provided that Pinnacle Ridge has executed a separate non-disclosure agreement with Quorum containing confidentiality and non-use obligations no less protective than those set forth herein, or is otherwise bound by professional obligations of confidentiality with respect to such information.

4.4 Specific Permitted Disclosures — Meridian. In addition to the disclosures permitted under Sections 4.1 and 4.2, Meridian may disclose relevant Confidential Information of Quorum to the following third party, subject to the conditions specified below:

(a) Whitmore Zanthor & Co. — Meridian may disclose relevant Confidential Information to Whitmore Zanthor & Co. ("Whitmore Zanthor"), Meridian's investment banking advisor, to the extent reasonably necessary in connection with Meridian's internal business planning, financial modeling, and strategic advisory activities relating to the Purpose; provided that Whitmore Zanthor is bound by customary confidentiality obligations with respect to such Confidential Information, whether pursuant to an existing engagement letter, professional standards applicable to Whitmore Zanthor, or a separate confidentiality undertaking.

Section 5: Compelled Disclosures

5.1 In the event that the Receiving Party or any of its Representatives is compelled, requested, or required to disclose any Confidential Information of the Disclosing Party by applicable law, statute, regulation, legal process, or the mandate of any regulatory authority having jurisdiction over the Receiving Party (including, without limitation, any subpoena, civil investigative demand, interrogatory, request for production of documents, or order of a court, administrative body, or governmental agency), the Receiving Party shall, to the extent legally permissible:

(a) provide the Disclosing Party with prompt written notice of such compulsion, request, or requirement, including the nature and scope of the Confidential Information sought to be disclosed, so as to afford the Disclosing Party a reasonable opportunity to seek a protective order, motion to quash, or other appropriate remedy or relief to prevent or limit such disclosure;

(b) cooperate with the Disclosing Party, at the Disclosing Party's sole cost and expense, in seeking any such protective order or other remedy, including by supporting any motion or application filed by the Disclosing Party to prevent or limit disclosure;

(c) disclose only that minimum portion of the Confidential Information that is specifically required to be disclosed by such law, regulation, legal process, or regulatory mandate, and not any additional Confidential Information; and

(d) use commercially reasonable efforts to obtain reliable assurance that confidential treatment will be afforded to any Confidential Information so disclosed, including by requesting that such information be filed under seal or subject to a protective order.

5.2 Nothing in this Agreement shall restrict or prevent either Party from making disclosures required by applicable securities laws and regulations, including without limitation disclosures required in filings with the United States Securities and Exchange Commission or any applicable state securities regulatory authority; provided, however, that the Party making such disclosure shall provide advance written notice to the other Party of the intended disclosure, to the extent legally permissible, and shall limit such disclosure to the minimum information legally required to be disclosed. The Parties shall cooperate in good faith to seek confidential treatment for any Confidential Information that is required to be included in any such filing.

Section 6: Return or Destruction of Confidential Information

6.1 Upon the written request of the Disclosing Party at any time, or upon the termination or expiration of this Agreement (whichever occurs first), the Receiving Party shall, at the Disclosing Party's sole election:

(a) promptly return to the Disclosing Party all tangible materials, documents, and other media containing or embodying Confidential Information of the Disclosing Party, including all copies, reproductions, and summaries thereof, in whatever form or medium; or

(b) destroy all tangible and electronic copies of the Confidential Information of the Disclosing Party, including all copies, reproductions, summaries, extracts, and Derived Materials, in whatever form or medium, and certify such destruction in writing to the Disclosing Party within thirty (30) calendar days of such request or the date of termination or expiration of this Agreement, as applicable. Such written certification shall be provided by an authorized officer of the Receiving Party and shall confirm that the Receiving Party has complied with the destruction requirements of this Section 6.1(b) in all material respects.

6.2 Residuals Exception. Notwithstanding the foregoing obligations, the Receiving Party shall not be required to purge or erase Confidential Information from archived computer backup systems, disaster recovery systems, or similar automated storage media created in the ordinary course of the Receiving Party's information technology operations, to the extent such purging or erasure is not commercially practicable; provided, however, that any Confidential Information retained on such archived systems shall remain subject to the confidentiality and non-use obligations of this Agreement for the full duration of its retention, and shall not be intentionally accessed or used except as required for system restoration purposes.

6.3 Retention for Legal and Compliance Purposes. Notwithstanding the return or destruction obligations set forth in Section 6.1, the Receiving Party may retain one (1) archival copy of the Confidential Information of the Disclosing Party solely for the purpose of complying with applicable legal, regulatory, compliance, or record-retention requirements, or for use in connection with any dispute arising under or relating to this Agreement; provided that such archival copy shall be maintained under restricted access (accessible only to the Receiving Party's legal and compliance personnel on a need-to-know basis) and shall remain subject to all confidentiality and non-use obligations of this Agreement for the full duration of its retention.

6.4 Analyses and Notes. The Receiving Party may retain its internally prepared analyses, compilations, summaries, notes, memoranda, or other work product that contain, reflect, or are derived from Confidential Information of the Disclosing Party; provided that all such materials shall remain subject to the confidentiality and non-use obligations of this Agreement for the full term of the confidentiality period set forth in Section 11.3, and shall not be used for any purpose other than as contemplated by this Agreement.

Section 7: No Obligation to Transact; No Representations or Warranties

7.1 No Obligation. This Agreement does not create, and shall not be construed to create, any obligation on the part of either Party to enter into the proposed enterprise data-licensing arrangement, any other transaction, or any definitive agreement relating to the Purpose. Neither Party shall have any obligation to continue discussions, negotiations, or due diligence relating to the Purpose. Either Party may, in its sole and absolute discretion, terminate discussions or negotiations at any time and for any reason or no reason, without incurring any liability to the other Party. Unless and until the Parties execute a definitive written agreement with respect to the proposed data-licensing arrangement, neither Party shall have any legal obligation to the other with respect to such transaction, except as expressly set forth in this Agreement.

7.2 No Representation or Warranty. ALL CONFIDENTIAL INFORMATION IS PROVIDED "AS IS." THE DISCLOSING PARTY MAKES NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AS TO THE ACCURACY, COMPLETENESS, MERCHANTABILITY, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE OF ANY CONFIDENTIAL INFORMATION DISCLOSED HEREUNDER. Neither Party shall be liable to the other Party or to any of the other Party's Representatives for any errors, omissions, or inaccuracies in, or for any use of or reliance on, any Confidential Information. The Receiving Party shall be entitled to rely solely on such representations and warranties as may be made in a definitive written agreement, if any, between the Parties, subject to the terms, conditions, and limitations set forth in such definitive agreement.

7.3 No Agency. Nothing in this Agreement shall be construed as creating, or shall be deemed to create, any agency, partnership, joint venture, or fiduciary relationship between the Parties. Neither Party shall have any authority to bind or obligate the other Party in any manner whatsoever.

Section 8: Non-Solicitation of Employees

8.1 During the term of this Agreement and for a period of twelve (12) months following the termination or expiration of this Agreement (including any termination pursuant to Section 11.2), neither Party shall, without the prior written consent of the other Party, directly or indirectly solicit for employment, engage, or hire any employee of the other Party or any of the other Party's Affiliates who was introduced to the soliciting Party or became known to the soliciting Party as a result of or in connection with the Purpose, including through participation in meetings, presentations, due diligence sessions, or other interactions related to the evaluation of the proposed data-licensing arrangement.

8.2 The restriction set forth in Section 8.1 above shall not apply to (a) general solicitations of employment through public job postings, advertisements in publications or websites of general circulation, or recruitment activities conducted through recruiting firms, in each case that are not specifically directed at or targeted toward the other Party's employees; or (b) any employee who, at the time of solicitation or hiring, has been separated from the other Party's employment for a period of at least six (6) months.

Section 9: Intellectual Property

9.1 All Confidential Information disclosed by the Disclosing Party hereunder, including without limitation all intellectual property rights therein and thereto, shall remain the sole and exclusive property of the Disclosing Party. The Receiving Party acknowledges that the disclosure of Confidential Information hereunder does not confer upon the Receiving Party any ownership interest, title, or other proprietary rights in or to such Confidential Information.

9.2 No license, sublicense, or other right to use any patent, copyright, trademark, trade secret, or other intellectual property right of the Disclosing Party is granted or implied by the disclosure of Confidential Information under this Agreement, except for the limited right to use such Confidential Information solely for the Purpose as expressly set forth in Section 3.1 of this Agreement.

9.3 Each Party retains all rights in and to its pre-existing intellectual property, and nothing in this Agreement shall be construed as affecting, diminishing, or otherwise impairing either Party's ownership of or rights in its pre-existing intellectual property. Without limiting the generality of the foregoing:

(a) Quorum retains all rights in and to its QuorumScore™ predictive underwriting model, and all related intellectual property, including all algorithms, methodologies, model architectures, model weights, and documentation associated therewith; and

(b) Meridian retains all rights in and to its MCI Consumer Credit File™, MCI CommercialView™, and MCI AltSignal™ data products, and all related intellectual property, including all data schemas, data processing methodologies, scoring algorithms, and documentation associated therewith.

Section 10: Remedies

10.1 Each Party acknowledges and agrees that a breach or threatened breach of the confidentiality, non-use, or non-disclosure obligations set forth in this Agreement may cause the Disclosing Party irreparable harm and injury for which monetary damages alone may be an insufficient and inadequate remedy.

10.2 In the event of any actual or threatened breach of this Agreement by the Receiving Party or any of its Representatives, the Disclosing Party shall be entitled to seek equitable relief from any court of competent jurisdiction, including temporary restraining orders, preliminary and permanent injunctions, and orders of specific performance, in addition to all other remedies available at law or in equity, without the necessity of proving actual damages, establishing the inadequacy of monetary damages, or posting any bond, surety, or other security. The right to seek equitable relief shall not be deemed to limit, and shall be in addition to, any other right or remedy that may be available to the Disclosing Party under this Agreement, at law, or in equity.

10.3 The Parties agree that the prevailing Party in any action, suit, or proceeding brought to enforce this Agreement or to adjudicate any dispute arising out of or relating to this Agreement shall be entitled to recover from the non-prevailing Party its reasonable attorneys' fees, costs, and expenses (including expert witness fees and the costs of appeals) incurred in connection with such action, suit, or proceeding.

Section 11: Term and Termination

11.1 Term. This Agreement shall be effective as of the Effective Date and shall continue in full force and effect for a period of years from the Effective Date (i.e., through and including August 14, 2024), unless earlier terminated as provided in Section 11.2 below.

11.2 Termination. Either Party may terminate this Agreement at any time, with or without cause, upon thirty (30) calendar days' prior written notice to the other Party, delivered in accordance with Section 13 of this Agreement. Upon any termination or expiration of this Agreement, the provisions of Section 6 regarding return or destruction of Confidential Information shall apply.

11.3 Survival of Obligations. The confidentiality and non-use obligations set forth in this Agreement shall survive the termination or expiration of this Agreement for a period of three (3) years following the date of such termination or expiration; provided, however, that with respect to any Confidential Information that constitutes a "trade secret" under applicable law (including the Defend Trade Secrets Act of 2016, 18 U.S.C. § 1836 et seq., the Georgia Trade Secrets Act, O.C.G.A. § 10-1-760 et seq., and the Connecticut Uniform Trade Secrets Act, Conn. Gen. Stat. § 35-50 et seq.), the confidentiality and non-use obligations set forth herein shall continue for so long as such information remains a trade secret under applicable law. The provisions of Sections 2, 6, 7, 8, 9, 10, 11.3, 12, 13, and 14 shall survive the termination or expiration of this Agreement.

Section 12: Governing Law and Dispute Resolution

12.1 Governing Law. This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of , without giving effect to any choice-of-law or conflicts-of-law rules or principles that would cause the application of the laws of any other jurisdiction.

12.2 Jurisdiction and Venue. Each Party hereby irrevocably and unconditionally submits to the exclusive jurisdiction of the federal and state courts located in the Borough of Manhattan, City of New York, State of New York, for any action, suit, or proceeding arising out of, relating to, or in connection with this Agreement or any of the transactions contemplated hereby. Each Party hereby irrevocably and unconditionally waives any objection it may now or hereafter have to the laying of venue of any such action, suit, or proceeding in any such court, and hereby irrevocably and unconditionally waives and agrees not to plead or claim that any such action, suit, or proceeding brought in any such court has been brought in an inconvenient forum. Each Party agrees that service of process in any such action, suit, or proceeding may be made by delivery of such process in accordance with the notice provisions set forth in Section 13 of this Agreement.

12.3 Waiver of Jury Trial. EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHTS TO TRIAL BY JURY IN ANY LEGAL PROCEEDING, ACTION, SUIT, OR COUNTERCLAIM ARISING OUT OF, RELATING TO, OR IN CONNECTION WITH THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT: (A) NO REPRESENTATIVE, AGENT, OR ATTORNEY OF THE OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT THE OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER; (B) EACH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER; (C) EACH PARTY MAKES THIS WAIVER VOLUNTARILY; AND (D) EACH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS SET FORTH IN THIS SECTION 12.3.

Section 13: Notices

13.1 All notices, requests, demands, consents, and other communications required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been duly given and effective upon (a) personal delivery to the Party to be notified, (b) one (1) business day after deposit with a nationally recognized overnight courier service (with written confirmation of delivery), (c) three (3) business days after deposit in the United States mail, registered or certified, return receipt requested, postage prepaid, or (d) upon transmission by email (with confirmation of receipt by the recipient, which may include an automated "read receipt" or an affirmative response), in each case addressed as follows:

If to Quorum:

Quorum Insurance Holdings Corp. 1200 Atlantic Street, Suite 3400 Stamford, CT 06901

Attention: Carolyn Whitford, General Counsel & EVP

Email: c.whitford@quoruminsurance.com

With a copy to: Gregory Stahl, VP, Legal Affairs

Email: g.stahl@quoruminsurance.com

And a copy (which shall not constitute notice) to: Calderwood & Harkness LLP 425 Park Avenue New York, NY 10022

Attention: Wendy Schultz

Email: wschultz@calderwoodharkness.com

If to Meridian:

Meridian Credit intelligence, Inc. 3300 Peachtree Road NE, Suite 2100 Atlanta, GA 30326

Attention: Arthur Pennington, General Counsel

Email: a.pennington@meridianci.com

With a copy to: Ben Overstreet, VP, Legal Affairs

Email: b.overstreet@meridianci.com

And a copy (which shall not constitute notice) to: Kessler Pruitt & Ashe LLP 1180 Peachtree Street NE, Suite 3000 Atlanta, GA 30309

Attention: Graham Whitley

Email: gwhitley@kpashelaw.com

13.2 Either Party may change its address for purposes of this Section 13 by giving written notice of such change to the other Party in accordance with the provisions of this Section 13.

Section 14: General Provisions

14.1 Entire Agreement. This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior or contemporaneous oral or written agreements, understandings, representations, warranties, negotiations, discussions, or arrangements between the Parties relating to the confidential treatment of information exchanged in connection with the Purpose. There are no oral or written agreements, understandings, or representations between the Parties relating to the subject matter of this Agreement that are not fully expressed herein.

14.2 Amendment. This Agreement may not be amended, modified, or supplemented except by a written instrument duly executed by authorized representatives of both Parties. No oral modification, amendment, or waiver of any provision of this Agreement shall be effective.

14.3 Waiver. No failure or delay by either Party in exercising any right, power, privilege, or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power, privilege, or remedy preclude any other or further exercise thereof or the exercise of any other right, power, privilege, or remedy. All rights and remedies under this Agreement are cumulative and are in addition to any other rights and remedies available at law, in equity, or otherwise.

14.4 Assignment. Neither Party may assign, transfer, or delegate this Agreement or any of its rights or obligations hereunder without the prior written consent of the other Party, which consent may be withheld in such other Party's sole discretion; provided, however, that either Party may, without the prior written consent of the other Party, assign this Agreement (a) to an Affiliate of such Party, or (b) in connection with a merger, consolidation, reorganization, or sale of all or substantially all of the assets of such Party relating to the subject matter of this Agreement, in each case provided that the assignee assumes all obligations of the assigning Party under this Agreement in a written instrument reasonably satisfactory to the non-assigning Party. Any purported assignment in violation of this Section 14.4 shall be null and void. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns.

14.5 Severability. If any provision of this Agreement is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction or other tribunal, the remaining provisions of this Agreement shall continue in full force and effect. In such event, the Parties shall negotiate in good faith a substitute provision that most nearly reflects the original intent of the Parties and is valid, legal, and enforceable, to the extent possible, while preserving the economic and legal substance of this Agreement.

14.6 Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Execution and delivery of counterparts may be effected by electronic signature, facsimile, or portable document format (PDF) transmission, each of which shall be deemed an original for all purposes and shall have the same force and effect as an original ink signature.

14.7 Interpretation. The headings, captions, and section titles contained in this Agreement are inserted for convenience of reference only and shall not affect the meaning, construction, or interpretation of any provision of this Agreement. The word "including" and its variants (such as "includes" and "include") shall mean "including without limitation" in all instances. References to "Sections" are to sections of this Agreement unless otherwise specified. This Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the Party drafting or causing any instrument to be drafted.

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SIGNATURE PAGE TO MUTUAL NON-DISCLOSURE AGREEMENT NDA-QIH-MCI-2022-001

IN WITNESS WHEREOF, the Parties have caused this Mutual Non-Disclosure Agreement to be executed by their respective duly authorized representatives as of the Effective Date first written above.

QUORUM INSURANCE HOLDINGS CORP.

By: ________

Name: Carolyn Whitford

Title: General Counsel & Executive Vice President

Date:

MERIDIAN CREDIT INTELLIGENCE, INC.

By: ________

Name: Arthur Pennington

Title: General Counsel

Date:

Agreement Reference Number: NDA-QIH-MCI-2022-001 —

MUTUAL NON-DISCLOSURE AGREEMENT
MUTUAL NON-DISCLOSURE AGREEMENT
This Mutual Non-Disclosure Agreement (this "Agreement"), dated and effective as of   (the "Effective Date"), is entered into by and between:
Meridian Credit intelligence, Inc., a corporation organized and existing under the laws of the State of Georgia, with its principal place of business at 3300 Peachtree Road NE, Suite 2100, Atlanta, Georgia 30326 ("Meridian") 
Quorum and Meridian are each referred to herein individually as a "Party" and collectively as the "Parties." Each Party may act as a "Disclosing Party" or a "Receiving Party" under this Agreement, depending on the context in which Confidential Information (as defined below) is disclosed.
RECITALS
WHEREAS, in connection with the Purpose, each Party anticipates that it may disclose to the other Party certain proprietary, confidential, and/or trade secret information, and that each Party may receive such information from the other Party;
WHEREAS, the Parties desire to set forth the terms and conditions governing the use, protection, and treatment of such information, and to establish the rights and obligations of each Party with respect to the confidential information of the other Party; and
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:
Section 1: Definition of Confidential Information
1.1 "Confidential Information" means all non-public, proprietary, or confidential information disclosed by or on behalf of either Party (in such capacity, the "Disclosing Party") to the other Party (in such capacity, the "Receiving Party"), whether disclosed orally, in writing, electronically, visually, or by inspection of tangible objects, and whether or not marked, designated, or otherwise identified as "confidential," "proprietary," or with any similar legend or designation. Confidential Information shall include, without limitation, the following categories of information:
(a) business plans, strategies, marketing plans, financial information, financial projections, budgets, operating data, and business forecasts;
(b) pricing information, fee structures, rate cards, discount schedules, revenue data, margin information, and cost structures;
(c) customer lists, customer data, supplier lists, vendor relationships, partner and channel relationships, and other partnership or commercial arrangements;
(d) data products, data schemas, data dictionaries, record formats, data-delivery specifications, data field definitions, file layouts, application programming interfaces, data feeds, and technical documentation relating to data products or data delivery mechanisms;
(e) technology, software (in source code and object code form), algorithms, machine-learning models, model architectures, model weights, model training data and methodologies, neural network configurations, source code, object code, firmware, and technical specifications;
(f) intellectual property, including patents, patent applications (whether published or unpublished), trade secrets, copyrights, trademarks, service marks, and any related registrations, applications, and filings;
(g) product roadmaps, development plans, research and development activities, unreleased product features, and product launch timelines;
(h) information regarding the existence, status, or terms of the Parties' discussions, negotiations, or communications regarding the Purpose, including any term sheets, proposals, letters of intent, draft agreements, or other written or oral communications exchanged in connection therewith;
(i) any analyses, compilations, studies, summaries, extracts, or other documents or materials prepared by the Receiving Party or its Representatives (as defined in Section 4.1) that contain, reflect, are based upon, or are derived from, in whole or in part, the Confidential Information of the Disclosing Party (collectively, "Derived Materials"); and
(j) any other information that a reasonable person, considering the nature of the information and the circumstances of its disclosure, would understand to be confidential.
1.2 Confidential Information shall also include the terms and conditions of this Agreement, and the fact that the Parties are engaged in discussions regarding the Purpose, including the nature, scope, and status of such discussions.
Section 2: Exclusions from Confidential Information
2.1 Notwithstanding the foregoing, Confidential Information shall not include information that the Receiving Party can demonstrate by   evidence:
(a) was already known to the Receiving Party, without any restriction on disclosure or use, prior to receipt from the Disclosing Party, as evidenced by the Receiving Party's written records predating such receipt;
(b) is or becomes generally available to the public through no fault, act, or omission of the Receiving Party or any of its Representatives, including through publication, issuance of a patent, or other public disclosure not attributable to the Receiving Party;
(c) is rightfully received by the Receiving Party on a non-confidential basis from a third party who is not, to the Receiving Party's knowledge, under any obligation of confidentiality to the Disclosing Party with respect to such information and who has the lawful right to make such disclosure; or
(d) is independently developed by the Receiving Party or its Representatives without use of, reference to, or reliance upon the Disclosing Party's Confidential Information, as demonstrated by contemporaneous written  
2.2 The burden of establishing the applicability of any exclusion set forth in this Section 2 shall rest with the Receiving Party seeking to invoke such exclusion. Specific items of information shall not be deemed to fall within any of the foregoing exclusions merely because they are embraced by more general information that is publicly available or in the Receiving Party's possession, and any combination of features shall not be deemed to fall within any such exclusion merely because individual features are publicly available or in the Receiving Party's possession unless the combination itself, and its principle of operation, fall within such exclusion.
Section 3: Permitted Use and Non-Disclosure Obligations
3.1 Use Restriction. The Receiving Party shall use the Disclosing Party's Confidential Information solely for the Purpose — that is, solely in connection with evaluating, negotiating,   the proposed enterprise data-licensing arrangement between the Parties — and for no other purpose whatsoever. Without limiting the generality of the foregoing, the Receiving Party shall not use the Disclosing Party's Confidential Information in connection with the development or enhancement of competing products or services, the solicitation of the Disclosing Party's customers or suppliers, or any other commercial or competitive activity.
3.2 Non-Disclosure. The Receiving Party shall not disclose, publish, disseminate, or otherwise make available any Confidential Information of the Disclosing Party to any third party, except as expressly permitted under this Agreement. The Receiving Party shall take all reasonable measures to prevent unauthorized disclosure of, or access to, the Disclosing Party's Confidential Information.
3.3 Standard of Care. The Receiving Party shall protect the Disclosing Party's Confidential Information using at least the same degree of care that the Receiving Party uses to protect its own confidential information of a similar nature and importance, but in no event less than a reasonable degree of care. Each Party represents that the standard of care it applies to its own confidential information is no less than reasonable.
3.4 No License. Nothing in this Agreement grants or shall be construed to grant to the Receiving Party any license, sublicense, or other right to use Confidential Information of the Disclosing Party except for the limited purpose expressly set forth in Section 3.1. All intellectual property rights in and to the Confidential Information shall remain with the Disclosing Party, and disclosure of Confidential Information hereunder shall not be deemed to constitute a transfer, assignment, or grant of any ownership interest in such information or any intellectual property rights therein.
Section 4: Permitted Disclosures
4.1 Representatives. The Receiving Party may disclose Confidential Information of the Disclosing Party to its directors, officers, employees, attorneys, accountants, financial advisors, consultants, and other agents or representatives (collectively, "Representatives") who:
(a) have a bona fide need to know such Confidential Information in order to assist the Receiving Party in connection with the Purpose;
(b) have been informed of the confidential nature of the Confidential Information and of the terms and restrictions set forth in this Agreement; and
(c) are bound by written agreements, professional obligations, or legal duties of confidentiality and non-use that are no less protective of the Disclosing Party's Confidential Information than the obligations set forth herein.
The Receiving Party shall be responsible and liable for any breach of this Agreement by any of its Representatives as if such breach had been committed by the Receiving Party itself. The Receiving Party shall take all reasonable steps to ensure that its Representatives comply with the terms and conditions of this Agreement with respect to any Confidential Information disclosed to them.
4.2 Affiliates. Either Party may disclose Confidential Information of the Disclosing Party to its Affiliates, provided that such Affiliates are bound by written confidentiality obligations that are at least as restrictive as those set forth in this Agreement with respect to the treatment and protection of Confidential Information. As used herein, "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, where "control" means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of an entity, whether through the ownership of voting securities, by contract, or otherwise. For purposes of clarity:
(a) With respect to Quorum, "Affiliates" shall include its subsidiaries and affiliated insurance operating companies, including any licensed insurance carriers or managing general agents controlled by or under common control with Quorum Insurance Holdings Corp.
(b) With respect to Meridian, "Affiliates" shall include its parent entities and majority owner Breckenridge Capital Partners Fund IV, L.P. and Breckenridge Capital Management LLC, as well as any subsidiaries or portfolio companies of such entities that are directly involved in the Purpose.
4.3 Specific Permitted Disclosures — Quorum. In addition to the disclosures permitted under Sections 4.1 and 4.2, Quorum may disclose relevant Confidential Information of Meridian to the following third parties, subject to the conditions specified below:
(a) Standish National Bank, N.A. — Quorum may disclose relevant Confidential Information to Standish National Bank, N.A. ("Standish"), in its capacity as Quorum's lender under Quorum's revolving credit facility, to the extent necessary to obtain any lender consent, approval, or waiver that may be required in connection with the proposed data-licensing transaction; provided that Standish is bound by customary confidentiality obligations with respect to such Confidential Information, whether pursuant to the terms of Quorum's existing credit agreement with Standish or a separate confidentiality undertaking.
(b) Caldwell & Strauss LLP — Quorum may disclose relevant Confidential Information to Caldwell & Strauss LLP ("Caldwell & Strauss"), Quorum's outside intellectual property counsel, to the extent necessary for the Purpose, including without limitation for purposes of evaluating intellectual property aspects of the proposed data-licensing arrangement; provided that such disclosure is subject to the professional obligations of confidentiality applicable to Caldwell & Strauss as legal counsel or, if deemed necessary by the Parties, the execution of a separate non-disclosure agreement.
(c) Pinnacle Ridge Advisory LLC — Quorum may disclose relevant Confidential Information to Pinnacle Ridge Advisory LLC ("Pinnacle Ridge"), Quorum's data consulting advisor, to the extent necessary for the Purpose, including without limitation for purposes of conducting technical due diligence and evaluating data product integration; provided that Pinnacle Ridge has executed a separate non-disclosure agreement with Quorum containing confidentiality and non-use obligations no less protective than those set forth herein, or is otherwise bound by professional obligations of confidentiality with respect to such information.
4.4 Specific Permitted Disclosures — Meridian. In addition to the disclosures permitted under Sections 4.1 and 4.2, Meridian may disclose relevant Confidential Information of Quorum to the following third party, subject to the conditions specified below:
(a) Whitmore Zanthor & Co. — Meridian may disclose relevant Confidential Information to Whitmore Zanthor & Co. ("Whitmore Zanthor"), Meridian's investment banking advisor, to the extent reasonably necessary in connection with Meridian's internal business planning, financial modeling, and strategic advisory activities relating to the Purpose; provided that Whitmore Zanthor is bound by customary confidentiality obligations with respect to such Confidential Information, whether pursuant to an existing engagement letter, professional standards applicable to Whitmore Zanthor, or a separate confidentiality undertaking.
Section 5: Compelled Disclosures
5.1 In the event that the Receiving Party or any of its Representatives is compelled, requested, or required to disclose any Confidential Information of the Disclosing Party by applicable law, statute, regulation, legal process, or the mandate of any regulatory authority having jurisdiction over the Receiving Party (including, without limitation, any subpoena, civil investigative demand, interrogatory, request for production of documents, or order of a court, administrative body, or governmental agency), the Receiving Party shall, to the extent legally permissible:
(a) provide the Disclosing Party with prompt written notice of such compulsion, request, or requirement, including the nature and scope of the Confidential Information sought to be disclosed, so as to afford the Disclosing Party a reasonable opportunity to seek a protective order, motion to quash, or other appropriate remedy or relief to prevent or limit such disclosure;
(b) cooperate with the Disclosing Party, at the Disclosing Party's sole cost and expense, in seeking any such protective order or other remedy, including by supporting any motion or application filed by the Disclosing Party to prevent or limit disclosure;
(c) disclose only that minimum portion of the Confidential Information that is specifically required to be disclosed by such law, regulation, legal process, or regulatory mandate, and not any additional Confidential Information; and
(d) use commercially reasonable efforts to obtain reliable assurance that confidential treatment will be afforded to any Confidential Information so disclosed, including by requesting that such information be filed under seal or subject to a protective order.
5.2 Nothing in this Agreement shall restrict or prevent either Party from making disclosures required by applicable securities laws and regulations, including without limitation disclosures required in filings with the United States Securities and Exchange Commission or any applicable state securities regulatory authority; provided, however, that the Party making such disclosure shall provide advance written notice to the other Party of the intended disclosure, to the extent legally permissible, and shall limit such disclosure to the minimum information legally required to be disclosed. The Parties shall cooperate in good faith to seek confidential treatment for any Confidential Information that is required to be included in any such filing.
Section 6: Return or Destruction of Confidential Information
6.1 Upon the written request of the Disclosing Party at any time, or upon the termination or expiration of this Agreement (whichever occurs first), the Receiving Party shall, at the Disclosing Party's sole election:
(a) promptly return to the Disclosing Party all tangible materials, documents, and other media containing or embodying Confidential Information of the Disclosing Party, including all copies, reproductions, and summaries thereof, in whatever form or medium; or
(b) destroy all tangible and electronic copies of the Confidential Information of the Disclosing Party, including all copies, reproductions, summaries, extracts, and Derived Materials, in whatever form or medium, and certify such destruction in writing to the Disclosing Party within thirty (30) calendar days of such request or the date of termination or expiration of this Agreement, as applicable. Such written certification shall be provided by an authorized officer of the Receiving Party and shall confirm that the Receiving Party has complied with the destruction requirements of this Section 6.1(b) in all material respects.
6.2 Residuals Exception. Notwithstanding the foregoing obligations, the Receiving Party shall not be required to purge or erase Confidential Information from archived computer backup systems, disaster recovery systems, or similar automated storage media created in the ordinary course of the Receiving Party's information technology operations, to the extent such purging or erasure is not commercially practicable; provided, however, that any Confidential Information retained on such archived systems shall remain subject to the confidentiality and non-use obligations of this Agreement for the full duration of its retention, and shall not be intentionally accessed or used except as required for system restoration purposes.
6.3 Retention for Legal and Compliance Purposes. Notwithstanding the return or destruction obligations set forth in Section 6.1, the Receiving Party may retain one (1) archival copy of the Confidential Information of the Disclosing Party solely for the purpose of complying with applicable legal, regulatory, compliance, or record-retention requirements, or for use in connection with any dispute arising under or relating to this Agreement; provided that such archival copy shall be maintained under restricted access (accessible only to the Receiving Party's legal and compliance personnel on a need-to-know basis) and shall remain subject to all confidentiality and non-use obligations of this Agreement for the full duration of its retention.
6.4 Analyses and Notes. The Receiving Party may retain its internally prepared analyses, compilations, summaries, notes, memoranda, or other work product that contain, reflect, or are derived from Confidential Information of the Disclosing Party; provided that all such materials shall remain subject to the confidentiality and non-use obligations of this Agreement for the full term of the confidentiality period set forth in Section 11.3, and shall not be used for any purpose other than as contemplated by this Agreement.
Section 7: No Obligation to Transact; No Representations or Warranties
7.1 No Obligation. This Agreement does not create, and shall not be construed to create, any obligation on the part of either Party to enter into the proposed enterprise data-licensing arrangement, any other transaction, or any definitive agreement relating to the Purpose. Neither Party shall have any obligation to continue discussions, negotiations, or due diligence relating to the Purpose. Either Party may, in its sole and absolute discretion, terminate discussions or negotiations at any time and for any reason or no reason, without incurring any liability to the other Party. Unless and until the Parties execute a definitive written agreement with respect to the proposed data-licensing arrangement, neither Party shall have any legal obligation to the other with respect to such transaction, except as expressly set forth in this Agreement.
7.2 No Representation or Warranty. ALL CONFIDENTIAL INFORMATION IS PROVIDED "AS IS." THE DISCLOSING PARTY MAKES NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AS TO THE ACCURACY, COMPLETENESS, MERCHANTABILITY, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE OF ANY CONFIDENTIAL INFORMATION DISCLOSED HEREUNDER. Neither Party shall be liable to the other Party or to any of the other Party's Representatives for any errors, omissions, or inaccuracies in, or for any use of or reliance on, any Confidential Information. The Receiving Party shall be entitled to rely solely on such representations and warranties as may be made in a definitive written agreement, if any, between the Parties, subject to the terms, conditions, and limitations set forth in such definitive agreement.
7.3 No Agency. Nothing in this Agreement shall be construed as creating, or shall be deemed to create, any agency, partnership, joint venture, or fiduciary relationship between the Parties. Neither Party shall have any authority to bind or obligate the other Party in any manner whatsoever.
Section 8: Non-Solicitation of Employees
8.1 During the term of this Agreement and for a period of twelve (12) months following the termination or expiration of this Agreement (including any termination pursuant to Section 11.2), neither Party shall, without the prior written consent of the other Party, directly or indirectly solicit for employment, engage, or hire any employee of the other Party or any of the other Party's Affiliates who was introduced to the soliciting Party or became known to the soliciting Party as a result of or in connection with the Purpose, including through participation in meetings, presentations, due diligence sessions, or other interactions related to the evaluation of the proposed data-licensing arrangement.
8.2 The restriction set forth in Section 8.1 above shall not apply to (a) general solicitations of employment through public job postings, advertisements in publications or websites of general circulation, or recruitment activities conducted through recruiting firms, in each case that are not specifically directed at or targeted toward the other Party's employees; or (b) any employee who, at the time of solicitation or hiring, has been separated from the other Party's employment for a period of at least six (6) months.
Section 9: Intellectual Property
9.1 All Confidential Information disclosed by the Disclosing Party hereunder, including without limitation all intellectual property rights therein and thereto, shall remain the sole and exclusive property of the Disclosing Party. The Receiving Party acknowledges that the disclosure of Confidential Information hereunder does not confer upon the Receiving Party any ownership interest, title, or other proprietary rights in or to such Confidential Information.
9.2 No license, sublicense, or other right to use any patent, copyright, trademark, trade secret, or other intellectual property right of the Disclosing Party is granted or implied by the disclosure of Confidential Information under this Agreement, except for the limited right to use such Confidential Information solely for the Purpose as expressly set forth in Section 3.1 of this Agreement.
9.3 Each Party retains all rights in and to its pre-existing intellectual property, and nothing in this Agreement shall be construed as affecting, diminishing, or otherwise impairing either Party's ownership of or rights in its pre-existing intellectual property. Without limiting the generality of the foregoing:
(a) Quorum retains all rights in and to its QuorumScore™ predictive underwriting model, and all related intellectual property, including all algorithms, methodologies, model architectures, model weights, and documentation associated therewith; and
(b) Meridian retains all rights in and to its MCI Consumer Credit File™, MCI CommercialView™, and MCI AltSignal™ data products, and all related intellectual property, including all data schemas, data processing methodologies, scoring algorithms, and documentation associated therewith.
Section 10: Remedies
10.1 Each Party acknowledges and agrees that a breach or threatened breach of the confidentiality, non-use, or non-disclosure obligations set forth in this Agreement may cause the Disclosing Party irreparable harm and injury for which monetary damages alone may be an insufficient and inadequate remedy.
10.2 In the event of any actual or threatened breach of this Agreement by the Receiving Party or any of its Representatives, the Disclosing Party shall be entitled to seek equitable relief from any court of competent jurisdiction, including temporary restraining orders, preliminary and permanent injunctions, and orders of specific performance, in addition to all other remedies available at law or in equity, without the necessity of proving actual damages, establishing the inadequacy of monetary damages, or posting any bond, surety, or other security. The right to seek equitable relief shall not be deemed to limit, and shall be in addition to, any other right or remedy that may be available to the Disclosing Party under this Agreement, at law, or in equity.
10.3 The Parties agree that the prevailing Party in any action, suit, or proceeding brought to enforce this Agreement or to adjudicate any dispute arising out of or relating to this Agreement shall be entitled to recover from the non-prevailing Party its reasonable attorneys' fees, costs, and expenses (including expert witness fees and the costs of appeals) incurred in connection with such action, suit, or proceeding.
Section 11: Term and Termination
11.1 Term. This Agreement shall be effective as of the Effective Date and shall continue in full force and effect for a period of   years from the Effective Date (i.e., through and including August 14, 2024), unless earlier terminated as provided in Section 11.2 below.
11.2 Termination. Either Party may terminate this Agreement at any time, with or without cause, upon thirty (30) calendar days' prior written notice to the other Party, delivered in accordance with Section 13 of this Agreement. Upon any termination or expiration of this Agreement, the provisions of Section 6 regarding return or destruction of Confidential Information shall apply.
11.3 Survival of Obligations. The confidentiality and non-use obligations set forth in this Agreement shall survive the termination or expiration of this Agreement for a period of three (3) years following the date of such termination or expiration; provided, however, that with respect to any Confidential Information that constitutes a "trade secret" under applicable law (including the Defend Trade Secrets Act of 2016, 18 U.S.C. § 1836 et seq., the Georgia Trade Secrets Act, O.C.G.A. § 10-1-760 et seq., and the Connecticut Uniform Trade Secrets Act, Conn. Gen. Stat. § 35-50 et seq.), the confidentiality and non-use obligations set forth herein shall continue for so long as such information remains a trade secret under applicable law. The provisions of Sections 2, 6, 7, 8, 9, 10, 11.3, 12, 13, and 14 shall survive the termination or expiration of this Agreement.
Section 12: Governing Law and Dispute Resolution
12.1 Governing Law. This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of  , without giving effect to any choice-of-law or conflicts-of-law rules or principles that would cause the application of the laws of any other jurisdiction.
12.2 Jurisdiction and Venue. Each Party hereby irrevocably and unconditionally submits to the exclusive jurisdiction of the federal and state courts located in the Borough of Manhattan, City of New York, State of New York, for any action, suit, or proceeding arising out of, relating to, or in connection with this Agreement or any of the transactions contemplated hereby. Each Party hereby irrevocably and unconditionally waives any objection it may now or hereafter have to the laying of venue of any such action, suit, or proceeding in any such court, and hereby irrevocably and unconditionally waives and agrees not to plead or claim that any such action, suit, or proceeding brought in any such court has been brought in an inconvenient forum. Each Party agrees that service of process in any such action, suit, or proceeding may be made by delivery of such process in accordance with the notice provisions set forth in Section 13 of this Agreement.
12.3 Waiver of Jury Trial. EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHTS TO TRIAL BY JURY IN ANY LEGAL PROCEEDING, ACTION, SUIT, OR COUNTERCLAIM ARISING OUT OF, RELATING TO, OR IN CONNECTION WITH THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT: (A) NO REPRESENTATIVE, AGENT, OR ATTORNEY OF THE OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT THE OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER; (B) EACH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER; (C) EACH PARTY MAKES THIS WAIVER VOLUNTARILY; AND (D) EACH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS SET FORTH IN THIS SECTION 12.3.
Section 13: Notices
13.1 All notices, requests, demands, consents, and other communications required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been duly given and effective upon (a) personal delivery to the Party to be notified, (b) one (1) business day after deposit with a nationally recognized overnight courier service (with written confirmation of delivery), (c) three (3) business days after deposit in the United States mail, registered or certified, return receipt requested, postage prepaid, or (d) upon transmission by email (with confirmation of receipt by the recipient, which may include an automated "read receipt" or an affirmative response), in each case addressed as follows:
If to Quorum:
Quorum Insurance Holdings Corp. 1200 Atlantic Street, Suite 3400 Stamford, CT 06901
Attention: Carolyn Whitford, General Counsel & EVP
Email: c.whitford@quoruminsurance.com
With a copy to: Gregory Stahl, VP, Legal Affairs
Email: g.stahl@quoruminsurance.com
And a copy (which shall not constitute notice) to: Calderwood & Harkness LLP 425 Park Avenue New York, NY 10022
Attention: Wendy Schultz
Email: wschultz@calderwoodharkness.com
If to Meridian:
Meridian Credit intelligence, Inc. 3300 Peachtree Road NE, Suite 2100 Atlanta, GA 30326
Attention: Arthur Pennington, General Counsel
Email: a.pennington@meridianci.com
With a copy to: Ben Overstreet, VP, Legal Affairs
Email: b.overstreet@meridianci.com
And a copy (which shall not constitute notice) to: Kessler Pruitt & Ashe LLP 1180 Peachtree Street NE, Suite 3000 Atlanta, GA 30309
Attention: Graham Whitley
Email: gwhitley@kpashelaw.com
13.2 Either Party may change its address for purposes of this Section 13 by giving written notice of such change to the other Party in accordance with the provisions of this Section 13.
Section 14: General Provisions
14.1 Entire Agreement. This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior or contemporaneous oral or written agreements, understandings, representations, warranties, negotiations, discussions, or arrangements between the Parties relating to the confidential treatment of information exchanged in connection with the Purpose. There are no oral or written agreements, understandings, or representations between the Parties relating to the subject matter of this Agreement that are not fully expressed herein.
14.2 Amendment. This Agreement may not be amended, modified, or supplemented except by a written instrument duly executed by authorized representatives of both Parties. No oral modification, amendment, or waiver of any provision of this Agreement shall be effective.
14.3 Waiver. No failure or delay by either Party in exercising any right, power, privilege, or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power, privilege, or remedy preclude any other or further exercise thereof or the exercise of any other right, power, privilege, or remedy. All rights and remedies under this Agreement are cumulative and are in addition to any other rights and remedies available at law, in equity, or otherwise.
14.4 Assignment. Neither Party may assign, transfer, or delegate this Agreement or any of its rights or obligations hereunder without the prior written consent of the other Party, which consent may be withheld in such other Party's sole discretion; provided, however, that either Party may, without the prior written consent of the other Party, assign this Agreement (a) to an Affiliate of such Party, or (b) in connection with a merger, consolidation, reorganization, or sale of all or substantially all of the assets of such Party relating to the subject matter of this Agreement, in each case provided that the assignee assumes all obligations of the assigning Party under this Agreement in a written instrument reasonably satisfactory to the non-assigning Party. Any purported assignment in violation of this Section 14.4 shall be null and void. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns.
14.5 Severability. If any provision of this Agreement is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction or other tribunal, the remaining provisions of this Agreement shall continue in full force and effect. In such event, the Parties shall negotiate in good faith a substitute provision that most nearly reflects the original intent of the Parties and is valid, legal, and enforceable, to the extent possible, while preserving the economic and legal substance of this Agreement.
14.6 Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Execution and delivery of counterparts may be effected by electronic signature, facsimile, or portable document format (PDF) transmission, each of which shall be deemed an original for all purposes and shall have the same force and effect as an original ink signature.
14.7 Interpretation. The headings, captions, and section titles contained in this Agreement are inserted for convenience of reference only and shall not affect the meaning, construction, or interpretation of any provision of this Agreement. The word "including" and its variants (such as "includes" and "include") shall mean "including without limitation" in all instances. References to "Sections" are to sections of this Agreement unless otherwise specified. This Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the Party drafting or causing any instrument to be drafted.
[Remainder of this page intentionally left blank. Signature page follows.]
SIGNATURE PAGE TO MUTUAL NON-DISCLOSURE AGREEMENT NDA-QIH-MCI-2022-001
IN WITNESS WHEREOF, the Parties have caused this Mutual Non-Disclosure Agreement to be executed by their respective duly authorized representatives as of the Effective Date first written above.
QUORUM INSURANCE HOLDINGS CORP.
By: ________
Name: Carolyn Whitford
Title: General Counsel & Executive Vice President
Date:  
MERIDIAN CREDIT INTELLIGENCE, INC.
By: ________
Name: Arthur Pennington
Title: General Counsel
Date:  
Agreement Reference Number: NDA-QIH-MCI-2022-001 —

MUTUAL NON-DISCLOSURE AGREEMENT