1025-00008 · Quorum Insurance Holdings · Transaction Documents/MDLA

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PRIVILEGED & CONFIDENTIAL

CALDERWOOD & HARKNESS LLP Counselors at Law

425 Park Avenue New York, New York 10022

Telephone: (212) 455-2000 Facsimile: (212) 455-2500 www.calderwoodharkness.com

December 2, 2022

VIA EMAIL AND FIRST CLASS MAIL

Graham Whitley, Esq. Kessler Pruitt & Ashe LLP 1180 Peachtree Street NE, Suite 3000 Atlanta, Georgia 30309

Copy to: Kessler Pruitt & Ashe LLP 51 Madison Avenue, 22nd Floor New York, New York 10010

cc: Nina Chastain, Esq., Kessler Pruitt & Ashe LLP Derek Fontaine, Esq., Kessler Pruitt & Ashe LLP Carolyn Whitford, General Counsel & EVP, Quorum Insurance Holdings Corp. (via separate cover) Gregory Stahl, VP Legal Affairs, Quorum Insurance Holdings Corp. (via separate cover)

Re: Quorum Insurance Holdings Corp. / Meridian Credit intelligence, Inc. — Master Data License Agreement; Quorum's Redline C&H Matter No.: 1025-00008

Dear Graham:

I. Transmittal

As you know, Calderwood & Harkness LLP represents Quorum Insurance Holdings Corp. ("Quorum"), a corporation organized and existing under the laws of the State of Delaware, in connection with the proposed enterprise data-licensing arrangement between Quorum and Meridian Credit intelligence, Inc. ("Meridian"), a corporation organized and existing under the laws of the State of Georgia. All discussions and exchanges of information between the parties in connection with this transaction continue to be governed by the Mutual Non-Disclosure Agreement between Quorum and Meridian (Reference No. NDA-QIH-MCI-2022-001), dated as of August 15, 2022 (the "NDA"), and the contents of this letter and its enclosures are confidential information subject to the terms of the NDA.

The purpose of this letter is to transmit Quorum's comprehensive redline of the Master Data License Agreement (the "MDLA") that was initially delivered by your firm on behalf of Meridian on November 4, 2022 (the "Meridian Draft"). Enclosed herewith please find the following:

(1) One (1) copy of the MDLA in tracked-changes format (Microsoft Word document), reflecting the entirety of Quorum's proposed revisions to the Meridian Draft (the "Quorum Redline"); and

(2) One (1) clean copy of the MDLA reflecting all of Quorum's proposed revisions as accepted changes (the "Clean Copy").

Both documents are being transmitted to you via email concurrently with this letter, and hard copies will follow by first class mail.

The Quorum Redline reflects extensive input from Quorum's cross-functional business, data, and legal teams, including Rajesh Anand, Chief Data Officer; Diane Lowell, Senior Vice President, Underwriting Analytics; Thomas Ng, Vice President, Enterprise Procurement; and Priya Nair, Director of Data Engineering. The redline also reflects the guidance and strategic priorities of Quorum's General Counsel, Carolyn Whitford, and VP Legal Affairs, Gregory Stahl, both of whom have reviewed and approved the revisions. We have endeavored to present a comprehensive and internally consistent set of revisions that reflects Quorum's commercial, technical, regulatory, and legal requirements for a transaction of this nature and scale.

II. Overview of Transaction Parameters

Before turning to the substance of our revisions, we believe it is useful to briefly recapitulate the agreed-upon commercial framework as memorialized in the parties' respective term sheets — specifically, Meridian's initial term sheet dated September 12, 2022, and Quorum's counter-term sheet dated September 30, 2022. Our understanding of the principal commercial parameters is as follows, and we request that you confirm that Meridian's understanding is consistent:

Term and Fee Structure. The MDLA contemplates a five-year initial term. The aggregate license fees over the full term total Sixty Million Dollars ($60,000,000), structured as follows:

• Year 1 Annual License Fee: $10,800,000, reflecting a six-month implementation and ramp period at an effective rate of $900,000 per month. Year 1 fees are payable in quarterly installments of $2,700,000 each, due in advance of each calendar quarter.

• Years 2 through 5 Annual License Fee: $12,300,000 per year (an effective monthly rate of $1,025,000), payable in quarterly installments of $3,075,000 each, due in advance of each calendar quarter.

• Implementation and Integration Fee: A one-time fee of $1,500,000, payable upon execution of the MDLA, to cover initial data integration, API configuration, testing, and onboarding. This fee is billed separately and is not included in the $60,000,000 aggregate license-fee value.

• Late Payment Interest: Overdue amounts shall bear interest at a rate of 1.5% per month (18% per annum), compounding monthly, from the date payment was due until the date of actual receipt.

Licensed Data Products. The MDLA covers Quorum's enterprise license to three Meridian data products:

• MCI Consumer Credit File™: Approximately 310 million consumer records, available via daily batch delivery and real-time API access.

• MCI CommercialView™: Approximately 42 million business entity records, available via weekly batch delivery.

• MCI AltSignal™: Approximately 85 million consumer alternative-data records (including utility payment histories, rental payment data, and certain non-traditional financial indicators), available via daily batch delivery.

Data Volume. The base volume tier provides for up to 500 million records per month (consumer and commercial combined). Records accessed or delivered in excess of the base tier are subject to an overage rate of $0.003 per record. Based on Quorum's current and projected usage, Quorum's estimated monthly volume is approximately 437 million records per month, which is well within the base tier. As discussed further in Section III(k) below, Quorum has accepted the base tier and overage rate as proposed.

We believe this summary is consistent with the mutual understanding reached during the October 2022 commercial discussions between the parties' respective business teams. To the extent that Meridian's understanding of any of these parameters differs from the foregoing, we request that you advise us promptly so that we may address any discrepancies before the next negotiation session.

III. Summary of Principal Revisions in the Quorum Redline

The Quorum Redline contains numerous revisions across all articles of the Meridian Draft. Set forth below is a summary of the principal categories of revision. This summary is provided for convenience of reference only and is not intended to be exhaustive. All revisions — including those not specifically described below — are reflected in the tracked-changes document and should be reviewed in full. Quorum expressly reserves all rights with respect to provisions of the Meridian Draft not specifically addressed in this letter or in the Quorum Redline, and the absence of a comment on any particular provision should not be construed as Quorum's acceptance of such provision.

(a) Most Favored Nation Pricing (New Provision)

Quorum has inserted a new most favored nation ("MFN") pricing clause, structured as a new article and accompanying rider to the MDLA. The MFN provision is a key commercial priority for Quorum and reflects the significant financial commitment that Quorum is making under the proposed arrangement.

Under the MFN provision, if at any time during the term of the MDLA Meridian enters into, amends, or renews any data-licensing agreement with any other licensee within the MFN Comparator Class (as defined below) that provides more favorable per-record pricing, volume discount thresholds, fee structures, or other material economic terms, Quorum's pricing under the MDLA shall be automatically adjusted — effective as of the date such more favorable terms are made available to the comparator licensee — to match or exceed the more favorable terms.

The MFN Comparator Class is defined in Quorum's redline to include all U.S.-domiciled insurance carriers, managing general agents, and insurtech companies with annual gross premiums written of Five Hundred Million Dollars ($500,000,000) or more. Quorum believes this definition appropriately captures the relevant competitive set of Meridian's insurance-industry data consumers without imposing an undue administrative burden on Meridian.

The MFN provision further requires Meridian to notify Quorum within thirty (30) days of entering into any agreement with a member of the MFN Comparator Class that contains pricing or fee terms that may trigger the MFN adjustment. To ensure compliance, Quorum's redline includes an annual audit mechanism under which Quorum (or its designated independent third-party auditor) may review, on a confidential basis, Meridian's relevant pricing arrangements with MFN Comparator Class licensees.

Quorum believes that this provision is consistent with market practice for enterprise data-licensing transactions of this scale and is necessary to protect Quorum's competitive position in the insurance marketplace. Quorum's position on MFN pricing is informed, in part, by an independent pricing benchmark study commissioned by Quorum, the substance of which is confidential and not disclosed herein. We are prepared to discuss the rationale and structure of the MFN provision in greater detail at the next negotiation session.

(b) intellectual Property Ownership — Derived Data (Article VII Revisions)

Quorum has substantially revised Article VII of the Meridian Draft to address the ownership and commercialization rights with respect to what the Quorum Redline defines as "Derived Data." This is, in Quorum's view, the most significant intellectual property issue in the MDLA, and we wish to flag it at the outset as a critical issue that will require substantive discussion at the next negotiation session.

Definition of Derived Data. Quorum's redline defines "Derived Data" broadly to encompass all data, statistical models, risk scores, indices, analytics outputs, enriched datasets, trained model weights and parameters, and other intellectual property created, generated, or developed by or on behalf of Quorum using licensed Meridian data as an input, in whole or in part. This definition is intended to capture, without limitation, blended risk scores, propensity models, loss-prediction models, and any datasets that combine Meridian data with Quorum's proprietary first-party data or data from other third-party sources.

Quorum Ownership of Derived Data. Under Quorum's revisions, Quorum shall own all right, title, and interest — including all intellectual property rights — in and to all Derived Data. Quorum shall have unrestricted rights to use, reproduce, modify, distribute, sublicense, and commercialize Derived Data, including to and through third parties outside of Quorum's corporate group, without the payment of any additional fees, royalties, or revenue shares to Meridian, and without requiring Meridian's prior consent or approval.

Deletions of Meridian's Proposed Provisions. In connection with the foregoing, Quorum has deleted the following provisions from Article VII of the Meridian Draft, each of which Quorum finds unacceptable:

(i) Meridian's proposed perpetual, royalty-free license-back to Meridian on all Derived Data created by Quorum;

(ii) Meridian's proposed prohibition on third-party commercialization of Derived Data unless Meridian determines, in its sole discretion, that such Derived Data has been "sufficiently transformed" so as to no longer be attributable to or derived from Meridian's licensed data; and

(iii) Meridian's proposed fifteen percent (15%) revenue share on net revenues received by Quorum from external (i.e., third-party) commercialization of any Derived Data.

Legal Basis. Quorum's position on Derived Data ownership reflects the well-established principle that the outputs of Quorum's proprietary machine-learning models and analytical processes — including, without limitation, trained model weights, hyperparameters, and live predictions generated using new, non-Meridian input data at inference time — do not constitute "derivative works" within the meaning of the Copyright Act (17 U.S.C. § 101 et seq.) and are not properly subject to Meridian's underlying intellectual property claims in its raw licensed data. The value added by Quorum's substantial investment in data science talent, computational infrastructure, and proprietary analytical methodologies is the predominant source of value in the Derived Data, and Meridian's proposed restrictions would improperly extend Meridian's rights beyond the scope of its underlying data assets.

QuorumScore™. Quorum's revisions include specific protections for Quorum's proprietary predictive underwriting model, QuorumScore™, for which a United States Patent and Trademark Office application is pending (Serial No. 97/482,116). QuorumScore™ blends Meridian consumer credit data with Quorum's own first-party claims history, policy-level, and telematics data to generate a proprietary composite risk score used in Quorum's personal lines underwriting operations. QuorumScore™ is central to Quorum's current underwriting workflow and, importantly, to Quorum's planned business-to-business licensing program through which Quorum intends to offer QuorumScore™ and related analytical products to third-party insurers and reinsurers.

Quorum cannot accept any provision in the MDLA that would grant Meridian ownership of, a license to, or any form of revenue participation in QuorumScore™ or its outputs. The redline includes specific carve-outs and protections to ensure that QuorumScore™ is excluded from any license-back, revenue-sharing, or consent requirement that Meridian may seek to impose on Derived Data.

We reiterate that this is a critical issue for Quorum and urge that the parties prioritize this topic for discussion at the earliest available opportunity.

Quorum has revised the dispute resolution provision set forth in Article XIV of the Meridian Draft. The Meridian Draft proposed binding arbitration under the Commercial Arbitration Rules of the American Arbitration Association, before a panel of three arbitrators, with the seat of arbitration in New York, New York. Quorum's redline replaces this provision with a clause providing for the exclusive jurisdiction of the United States District Court for the Southern District of New York, or, in the event that federal subject-matter jurisdiction is not available, the Commercial Division of the Supreme Court of the State of New York, New York County. Each party would consent to personal jurisdiction and venue in such courts and waive any objection based on forum non conveniens.

Quorum's preference for court jurisdiction in this matter is driven by several considerations. As a publicly traded company, Quorum values the transparency and accountability afforded by court proceedings, as well as the precedential value of judicial decisions. Additionally, given the significance of the intellectual property ownership and data security issues at stake in this transaction, Quorum believes it is essential to preserve the full availability of preliminary and permanent injunctive relief, which is more readily and predictably obtained in court proceedings than in arbitration. Finally, Quorum's experience in prior complex commercial disputes has demonstrated the advantages of judicial oversight, including robust discovery mechanisms and the availability of appellate review.

(d) Governing Law

The Meridian Draft provides that the MDLA shall be governed by and construed in accordance with the laws of the State of New York, without regard to principles of conflicts of law. Quorum has accepted this provision without modification. Our understanding is that both parties are in agreement on this point, and no further discussion should be necessary.

(e) Data Security and Breach Notification (Revised)

Quorum has strengthened the data security provisions of the Meridian Draft in several material respects, reflecting the critical importance of data security to Quorum's operations, regulatory obligations, and reputation. The principal revisions are as follows:

• Security Certifications: The Quorum Redline requires both parties to obtain and maintain, at all times during the term of the MDLA, a current SOC 2 Type II audit report (covering the Security, Availability, and Confidentiality trust service criteria). In addition, Meridian shall be required to obtain and maintain ISO 27001 certification with respect to its information security management system applicable to the licensed data products.

• Breach Notification: Quorum has shortened the data-breach notification period from the seventy-two (72) hours proposed in the Meridian Draft to forty-eight (48) hours from the date a party discovers or reasonably should have discovered a breach or suspected breach involving licensed data or any party's systems used in connection with the MDLA. The notification must include a preliminary assessment of the scope, nature, and likely impact of the breach, the categories and approximate number of records affected, and the remedial actions taken or planned.

• Incident Response and Remediation: The Quorum Redline includes enhanced incident response and remediation obligations, including the requirement that the breaching party engage a qualified forensic investigation firm (mutually agreed upon or, in the absence of agreement, a nationally recognized firm), provide regular written status updates to the non-breaching party, and cooperate fully with the non-breaching party's own security and legal teams.

• Regulatory Compliance: The revised data security provisions include specific references to compliance with 23 NYCRR Part 500 (the New York Department of Financial Services Cybersecurity Regulation) and the safeguard requirements of the Gramm-Leach-Bliley Act, 15 U.S.C. § 6801 et seq., and its implementing regulations, each of which is directly applicable to Quorum's operations.

We note that Quorum anticipates negotiating a separate, more detailed Data Security Addendum (the "DSA") to be attached as a schedule to the MDLA. The Quorum Redline contains placeholder cross-references to the DSA at several points throughout the agreement. The DSA is expected to address, among other things, encryption standards, access controls, penetration testing requirements, vendor management obligations, and cross-border data transfer restrictions. As discussed in Section IV below, Quorum intends to deliver an initial draft of the DSA in the coming weeks.

(f) Regulatory Compliance (FCRA, GLBA, CCPA/CPRA, State Insurance Regulations)

Quorum has inserted enhanced regulatory compliance provisions throughout the MDLA to address the complex web of federal and state laws and regulations applicable to the parties' respective activities under the agreement. The principal additions include:

• Fair Credit Reporting Act (FCRA): Quorum's redline includes provisions requiring Quorum to certify its permissible purpose for accessing Meridian consumer credit data, consistent with Section 604 of the FCRA (15 U.S.C. § 1681b). Quorum's primary permissible purposes are insurance underwriting (§ 604(a)(3)(C)) and review of existing consumer accounts (§ 604(a)(3)(F)(ii)). The MDLA will require Quorum to maintain appropriate internal controls, employee training, and documentation to ensure ongoing compliance with FCRA permissible purpose requirements.

• Gramm-Leach-Bliley Act (GLBA): The redline includes representations and warranties by both parties regarding compliance with the GLBA's privacy provisions (15 U.S.C. §§ 6801–6809) and the Federal Trade Commission's implementing regulations, including the Safeguards Rule. Meridian shall represent that its collection, maintenance, and distribution of the licensed data comply with GLBA requirements, and Quorum shall represent that its use of the licensed data complies with applicable GLBA privacy and safeguard obligations.

• California Consumer Privacy Act / California Privacy Rights Act (CCPA/CPRA): Quorum's revisions include provisions addressing compliance with the CCPA (Cal. Civ. Code § 1798.100 et seq.), as amended by the CPRA. The redline designates Meridian as a "service provider" or "contractor" (as applicable) with respect to personal information processed under the MDLA, and imposes corresponding obligations regarding data use limitations, consumer rights facilitation (including rights of access, deletion, and opt-out of sale/sharing), and restrictions on cross-context behavioral advertising.

• State Insurance Regulations: Quorum has added provisions addressing compliance with state insurance data-security and privacy regulations applicable to Quorum's operations, including the regulations of the Connecticut Insurance Department and the New York Department of Financial Services, as well as all other states in which Quorum holds insurance licenses. The redline requires both parties to cooperate in responding to regulatory inquiries or examinations related to the subject matter of the MDLA.

Quorum anticipates that a separate FCRA Permissible Purpose Certification, in the form of a schedule to the MDLA, will be prepared and negotiated in parallel with the MDLA itself. In addition, Quorum intends to deliver a draft Data Processing Agreement (the "DPA") to address CCPA/CPRA compliance obligations in greater detail. Both documents are referenced in Section IV below.

(g) Insurance Requirements (Revised)

Quorum has revised the insurance provisions of the Meridian Draft to reflect coverage levels appropriate for a transaction of this size, nature, and risk profile. The revised insurance minimums are as follows:

Quorum's higher cyber liability coverage reflects the scale of its consumer data holdings and its obligations as a regulated insurance carrier. Each party shall name the other as an additional insured under its commercial general liability policy and shall provide thirty (30) days' prior written notice of any material change, cancellation, or non-renewal of any required policy.

(h) Post-Termination Data Treatment (Revised)

Quorum has revised the post-termination data treatment provisions of the Meridian Draft. Under the Quorum Redline, upon expiration or termination of the MDLA for any reason, Quorum shall return to Meridian, or certify the destruction of, all Meridian raw data (i.e., unmodified data received directly from Meridian in its original form) within ninety (90) calendar days following the effective date of termination. Quorum shall provide a written officer's certificate attesting to the completion of such return or destruction.

Critically, and consistent with Quorum's position on intellectual property ownership as set forth in Section III(b) above, Quorum's redline expressly provides that Quorum shall retain full ownership of, and all rights to use and commercialize, all Derived Data following termination of the MDLA. Derived Data is not "Meridian data" and is not subject to the return-or-destroy obligation. We recognize that this provision is closely intertwined with the Derived Data ownership discussion addressed in Section III(b) above, and we flag it accordingly as a disputed provision that will need to be resolved as part of the broader Article VII negotiation.

(i) Limitation of Liability and Indemnification (Revised)

Quorum has revised the limitation of liability and indemnification provisions set forth in Articles XII and XIII of the Meridian Draft to better balance the parties' respective risk allocations. Among other revisions, Quorum has proposed mutual carve-outs from the limitation of liability for breaches of data security obligations, intellectual property infringement, breaches of confidentiality, indemnification obligations, and willful misconduct or gross negligence. The specific revisions are set forth in detail in the tracked-changes document and should be reviewed in full. We are prepared to discuss these provisions at the parties' convenience.

(j) Service Level Agreement and Technical Schedules (Placeholder)

The Quorum Redline contains cross-references to a Service Level Agreement (the "SLA") and Technical Schedule A (Data Delivery Specifications) that are not yet enclosed. Quorum intends to deliver initial drafts of both documents separately in January 2023 for parallel negotiation alongside the MDLA. Quorum's proposed SLA will address, among other things, system uptime commitments (including minimum monthly availability targets), data delivery latency standards for both batch and real-time API access, service credit mechanics for failures to meet committed service levels, data-quality acceptance criteria (including accuracy, completeness, timeliness, and consistency metrics), and escalation and remediation procedures. We ask that Meridian and your team reserve capacity in January and February 2023 for negotiation of these technical documents.

(k) Data-Volume Overage Provisions

Quorum has accepted the base volume tier of 500 million records per month (consumer and commercial combined) and the overage rate of $0.003 per record above the base tier as proposed in the Meridian Draft. Quorum's acceptance of these terms is subject to the inclusion of a provision for annual review and adjustment of the base tier and overage rate to account for organic volume growth, changes in Quorum's business operations, and market conditions. The annual review mechanism is reflected in the Quorum Redline.

IV. Additional Ancillary Documents

As noted at several points above, the MDLA is intended to be supplemented by a number of ancillary documents that will be negotiated in parallel. Quorum intends to prepare and deliver initial drafts of the following ancillary documents to Kessler Pruitt & Ashe in the coming weeks:

1. Data Security Addendum (DSA) — addressing detailed information security obligations, technical safeguards, access controls, encryption standards, penetration testing, vendor management, and cross-border data transfer restrictions.

2. Data Processing Agreement (DPA) — addressing CCPA/CPRA compliance, service-provider/contractor designations, personal information processing limitations, and consumer rights facilitation.

3. FCRA Permissible Purpose Certification — a draft schedule to be attached to the MDLA, setting forth Quorum's certifications of permissible purpose under Section 604 of the FCRA.

4. Service Level Agreement (SLA) — addressing uptime, latency, data-quality, service credits, and remediation, as described in Section III(j) above.

5. Technical Schedule A — Data Delivery Specifications — addressing file formats, delivery protocols, API specifications, data field definitions, refresh cadences, and testing and acceptance procedures.

We respectfully request that Kessler Pruitt & Ashe advise us at your earliest convenience as to whether Meridian intends to circulate its own drafts of any of the foregoing documents. If Meridian has existing templates or preferred forms for any of these documents, we would welcome receiving them so that our respective drafts may be reconciled efficiently.

V. Required Approvals

We note for your awareness that Quorum's entry into the MDLA is subject to certain internal corporate approvals and third-party consents, which Quorum is currently in the process of obtaining. These approvals are conditions to Quorum's execution and delivery of the MDLA, and we anticipate that they will be addressed and resolved in the ordinary course prior to the targeted execution date. We do not expect these matters to present a material impediment to the transaction, but we will keep you apprised of their status as appropriate.

VI. Proposed Next Steps and Scheduling

To maintain momentum in the negotiation, we propose the following schedule:

In-Person Negotiation Session. We propose scheduling a first in-person negotiation session in January 2023, to be held in New York, at which the principal open issues in the MDLA can be discussed at the partner level. We believe the January session should focus primarily on the most favored nation pricing provision (Section III(a) above) and the Derived Data ownership and commercialization provisions (Section III(b) above), as these are the issues most likely to require extended discussion and creative problem-solving. We would ask that you circulate Meridian's availability for a full-day session during the weeks of January 16 and January 23, 2023, and we will coordinate with our client's availability.

Working-Level Calls in December. In advance of the January session, we suggest that the associate teams on both sides — Wendy Schultz and Omar Siddiqui from Calderwood & Harkness, and Nina Chastain and Derek Fontaine from Kessler Pruitt & Ashe — schedule a series of working-level calls during December 2022 to address the less contentious provisions of the Quorum Redline, resolve drafting and definitional issues, and begin substantive discussions on the technical schedules. This will allow the parties to narrow the list of open issues for the January session and make the most productive use of the partners' and clients' time.

We would appreciate it if you could confirm your agreement to this proposed schedule, or suggest an alternative, by no later than December 9, 2022.

VII. Reservation of Rights

The enclosed Quorum Redline and this letter are delivered without prejudice to any of Quorum's rights, remedies, or positions under the NDA, applicable law, or otherwise. Quorum expressly reserves the right to raise additional issues, propose further revisions, and withdraw or modify any positions set forth herein as the negotiation proceeds. No statement in this letter or the enclosed redline shall be deemed an admission, waiver, or concession by Quorum on any point of law or fact. All discussions and correspondence between the parties and their respective counsel in connection with the proposed MDLA remain subject to the terms and conditions of the Mutual Non-Disclosure Agreement (NDA-QIH-MCI-2022-001).

VIII. Closing

Quorum remains genuinely enthusiastic about the prospect of establishing a comprehensive data-licensing relationship with Meridian and is committed to working constructively with Meridian and its counsel to reach mutually acceptable terms. We believe that the commercial framework is sound and that, with focused attention to the principal open issues identified above, the parties can achieve a definitive agreement that serves both organizations' strategic interests.

We look forward to receiving your initial reactions to the Quorum Redline and to productive discussions in the weeks ahead. Please do not hesitate to contact us with any questions or comments.

For day-to-day communications regarding this matter, please direct inquiries to:

Wendy Schultz, Associate Calderwood & Harkness LLP 425 Park Avenue, New York, NY 10022 Direct: (212) 455-2347

Email: wschultz@calderwoodharkness.com

For partner-level communications:

Leonard Cross, Partner Calderwood & Harkness LLP 425 Park Avenue, New York, NY 10022 Direct: (212) 455-2180

Email: lcross@calderwoodharkness.com

Thank you for your attention to the foregoing. We look forward to hearing from you.

Very truly yours,

CALDERWOOD & HARKNESS LLP

By: ________

Leonard Cross Partner, Tax Practice Group Calderwood & Harkness LLP

By: ________

Wendy Schultz Associate, intellectual Property Practice Group Calderwood & Harkness LLP

Enclosures:

(1) Master Data License Agreement — Quorum Redline (tracked changes) (Microsoft Word format)

(2) Master Data License Agreement — Quorum Redline (clean copy) (Microsoft Word format)

Party	Coverage Type	Required Minimum
Meridian	Commercial General Liability	$5,000,000 per occurrence
Meridian	Cyber / Technology Errors & Omissions	$25,000,000 aggregate
Quorum	Commercial General Liability	$5,000,000 per occurrence
Quorum	Cyber Liability	$50,000,000 aggregate

PRIVILEGED & CONFIDENTIAL
CALDERWOOD & HARKNESS LLP Counselors at Law
425 Park Avenue New York, New York 10022
Telephone: (212) 455-2000 Facsimile: (212) 455-2500 www.calderwoodharkness.com
December 2, 2022
VIA EMAIL AND FIRST CLASS MAIL
Graham Whitley, Esq. Kessler Pruitt & Ashe LLP 1180 Peachtree Street NE, Suite 3000 Atlanta, Georgia 30309
Copy to: Kessler Pruitt & Ashe LLP 51 Madison Avenue, 22nd Floor New York, New York 10010
cc: Nina Chastain, Esq., Kessler Pruitt & Ashe LLP Derek Fontaine, Esq., Kessler Pruitt & Ashe LLP Carolyn Whitford, General Counsel & EVP, Quorum Insurance Holdings Corp. (via separate cover) Gregory Stahl, VP Legal Affairs, Quorum Insurance Holdings Corp. (via separate cover)
Re: Quorum Insurance Holdings Corp. / Meridian Credit intelligence, Inc. — Master Data License Agreement; Quorum's Redline C&H Matter No.: 1025-00008
Dear Graham:
I. Transmittal
As you know, Calderwood & Harkness LLP represents Quorum Insurance Holdings Corp. ("Quorum"), a corporation organized and existing under the laws of the State of Delaware, in connection with the proposed enterprise data-licensing arrangement between Quorum and Meridian Credit intelligence, Inc. ("Meridian"), a corporation organized and existing under the laws of the State of Georgia. All discussions and exchanges of information between the parties in connection with this transaction continue to be governed by the Mutual Non-Disclosure Agreement between Quorum and Meridian (Reference No. NDA-QIH-MCI-2022-001), dated as of August 15, 2022 (the "NDA"), and the contents of this letter and its enclosures are confidential information subject to the terms of the NDA.
The purpose of this letter is to transmit Quorum's comprehensive redline of the Master Data License Agreement (the "MDLA") that was initially delivered by your firm on behalf of Meridian on November 4, 2022 (the "Meridian Draft"). Enclosed herewith please find the following:
(1) One (1) copy of the MDLA in tracked-changes format (Microsoft Word document), reflecting the entirety of Quorum's proposed revisions to the Meridian Draft (the "Quorum Redline"); and
(2) One (1) clean copy of the MDLA reflecting all of Quorum's proposed revisions as accepted changes (the "Clean Copy").
Both documents are being transmitted to you via email concurrently with this letter, and hard copies will follow by first class mail.
The Quorum Redline reflects extensive input from Quorum's cross-functional business, data, and legal teams, including Rajesh Anand, Chief Data Officer; Diane Lowell, Senior Vice President, Underwriting Analytics; Thomas Ng, Vice President, Enterprise Procurement; and Priya Nair, Director of Data Engineering. The redline also reflects the guidance and strategic priorities of Quorum's General Counsel, Carolyn Whitford, and VP Legal Affairs, Gregory Stahl, both of whom have reviewed and approved the revisions. We have endeavored to present a comprehensive and internally consistent set of revisions that reflects Quorum's commercial, technical, regulatory, and legal requirements for a transaction of this nature and scale.
II. Overview of Transaction Parameters
Before turning to the substance of our revisions, we believe it is useful to briefly recapitulate the agreed-upon commercial framework as memorialized in the parties' respective term sheets — specifically, Meridian's initial term sheet dated September 12, 2022, and Quorum's counter-term sheet dated September 30, 2022. Our understanding of the principal commercial parameters is as follows, and we request that you confirm that Meridian's understanding is consistent:
Term and Fee Structure. The MDLA contemplates a five-year initial term. The aggregate license fees over the full term total Sixty Million Dollars ($60,000,000), structured as follows:
• Year 1 Annual License Fee: $10,800,000, reflecting a six-month implementation and ramp period at an effective rate of $900,000 per month. Year 1 fees are payable in quarterly installments of $2,700,000 each, due in advance of each calendar quarter.
• Years 2 through 5 Annual License Fee: $12,300,000 per year (an effective monthly rate of $1,025,000), payable in quarterly installments of $3,075,000 each, due in advance of each calendar quarter.
• Implementation and Integration Fee: A one-time fee of $1,500,000, payable upon execution of the MDLA, to cover initial data integration, API configuration, testing, and onboarding. This fee is billed separately and is not included in the $60,000,000 aggregate license-fee value.
• Late Payment Interest: Overdue amounts shall bear interest at a rate of 1.5% per month (18% per annum), compounding monthly, from the date payment was due until the date of actual receipt.
Licensed Data Products. The MDLA covers Quorum's enterprise license to three Meridian data products:
• MCI Consumer Credit File™: Approximately 310 million consumer records, available via daily batch delivery and real-time API access.
• MCI CommercialView™: Approximately 42 million business entity records, available via weekly batch delivery.
• MCI AltSignal™: Approximately 85 million consumer alternative-data records (including utility payment histories, rental payment data, and certain non-traditional financial indicators), available via daily batch delivery.
Data Volume. The base volume tier provides for up to 500 million records per month (consumer and commercial combined). Records accessed or delivered in excess of the base tier are subject to an overage rate of $0.003 per record. Based on Quorum's current and projected usage, Quorum's estimated monthly volume is approximately 437 million records per month, which is well within the base tier. As discussed further in Section III(k) below, Quorum has accepted the base tier and overage rate as proposed.
We believe this summary is consistent with the mutual understanding reached during the October 2022 commercial discussions between the parties' respective business teams. To the extent that Meridian's understanding of any of these parameters differs from the foregoing, we request that you advise us promptly so that we may address any discrepancies before the next negotiation session.
III. Summary of Principal Revisions in the Quorum Redline
The Quorum Redline contains numerous revisions across all articles of the Meridian Draft. Set forth below is a summary of the principal categories of revision. This summary is provided for convenience of reference only and is not intended to be exhaustive. All revisions — including those not specifically described below — are reflected in the tracked-changes document and should be reviewed in full. Quorum expressly reserves all rights with respect to provisions of the Meridian Draft not specifically addressed in this letter or in the Quorum Redline, and the absence of a comment on any particular provision should not be construed as Quorum's acceptance of such provision.
(a) Most Favored Nation Pricing (New Provision)
Quorum has inserted a new most favored nation ("MFN") pricing clause, structured as a new article and accompanying rider to the MDLA. The MFN provision is a key commercial priority for Quorum and reflects the significant financial commitment that Quorum is making under the proposed arrangement.
Under the MFN provision, if at any time during the term of the MDLA Meridian enters into, amends, or renews any data-licensing agreement with any other licensee within the MFN Comparator Class (as defined below) that provides more favorable per-record pricing, volume discount thresholds, fee structures, or other material economic terms, Quorum's pricing under the MDLA shall be automatically adjusted — effective as of the date such more favorable terms are made available to the comparator licensee — to match or exceed the more favorable terms.
The MFN Comparator Class is defined in Quorum's redline to include all U.S.-domiciled insurance carriers, managing general agents, and insurtech companies with annual gross premiums written of Five Hundred Million Dollars ($500,000,000) or more. Quorum believes this definition appropriately captures the relevant competitive set of Meridian's insurance-industry data consumers without imposing an undue administrative burden on Meridian.
The MFN provision further requires Meridian to notify Quorum within thirty (30) days of entering into any agreement with a member of the MFN Comparator Class that contains pricing or fee terms that may trigger the MFN adjustment. To ensure compliance, Quorum's redline includes an annual audit mechanism under which Quorum (or its designated independent third-party auditor) may review, on a confidential basis, Meridian's relevant pricing arrangements with MFN Comparator Class licensees.
Quorum believes that this provision is consistent with market practice for enterprise data-licensing transactions of this scale and is necessary to protect Quorum's competitive position in the insurance marketplace. Quorum's position on MFN pricing is informed, in part, by an independent pricing benchmark study commissioned by Quorum, the substance of which is confidential and not disclosed herein. We are prepared to discuss the rationale and structure of the MFN provision in greater detail at the next negotiation session.
(b) intellectual Property Ownership — Derived Data (Article VII Revisions)
Quorum has substantially revised Article VII of the Meridian Draft to address the ownership and commercialization rights with respect to what the Quorum Redline defines as "Derived Data." This is, in Quorum's view, the most significant intellectual property issue in the MDLA, and we wish to flag it at the outset as a critical issue that will require substantive discussion at the next negotiation session.
Definition of Derived Data. Quorum's redline defines "Derived Data" broadly to encompass all data, statistical models, risk scores, indices, analytics outputs, enriched datasets, trained model weights and parameters, and other intellectual property created, generated, or developed by or on behalf of Quorum using licensed Meridian data as an input, in whole or in part. This definition is intended to capture, without limitation, blended risk scores, propensity models, loss-prediction models, and any datasets that combine Meridian data with Quorum's proprietary first-party data or data from other third-party sources.
Quorum Ownership of Derived Data. Under Quorum's revisions, Quorum shall own all right, title, and interest — including all intellectual property rights — in and to all Derived Data. Quorum shall have unrestricted rights to use, reproduce, modify, distribute, sublicense, and commercialize Derived Data, including to and through third parties outside of Quorum's corporate group, without the payment of any additional fees, royalties, or revenue shares to Meridian, and without requiring Meridian's prior consent or approval.
Deletions of Meridian's Proposed Provisions. In connection with the foregoing, Quorum has deleted the following provisions from Article VII of the Meridian Draft, each of which Quorum finds unacceptable:
(i) Meridian's proposed perpetual, royalty-free license-back to Meridian on all Derived Data created by Quorum;
(ii) Meridian's proposed prohibition on third-party commercialization of Derived Data unless Meridian determines, in its sole discretion, that such Derived Data has been "sufficiently transformed" so as to no longer be attributable to or derived from Meridian's licensed data; and
(iii) Meridian's proposed fifteen percent (15%) revenue share on net revenues received by Quorum from external (i.e., third-party) commercialization of any Derived Data.
Legal Basis. Quorum's position on Derived Data ownership reflects the well-established principle that the outputs of Quorum's proprietary machine-learning models and analytical processes — including, without limitation, trained model weights, hyperparameters, and live predictions generated using new, non-Meridian input data at inference time — do not constitute "derivative works" within the meaning of the Copyright Act (17 U.S.C. § 101 et seq.) and are not properly subject to Meridian's underlying intellectual property claims in its raw licensed data. The value added by Quorum's substantial investment in data science talent, computational infrastructure, and proprietary analytical methodologies is the predominant source of value in the Derived Data, and Meridian's proposed restrictions would improperly extend Meridian's rights beyond the scope of its underlying data assets.
QuorumScore™. Quorum's revisions include specific protections for Quorum's proprietary predictive underwriting model, QuorumScore™, for which a United States Patent and Trademark Office application is pending (Serial No. 97/482,116). QuorumScore™ blends Meridian consumer credit data with Quorum's own first-party claims history, policy-level, and telematics data to generate a proprietary composite risk score used in Quorum's personal lines underwriting operations. QuorumScore™ is central to Quorum's current underwriting workflow and, importantly, to Quorum's planned business-to-business licensing program through which Quorum intends to offer QuorumScore™ and related analytical products to third-party insurers and reinsurers.
Quorum cannot accept any provision in the MDLA that would grant Meridian ownership of, a license to, or any form of revenue participation in QuorumScore™ or its outputs. The redline includes specific carve-outs and protections to ensure that QuorumScore™ is excluded from any license-back, revenue-sharing, or consent requirement that Meridian may seek to impose on Derived Data.
We reiterate that this is a critical issue for Quorum and urge that the parties prioritize this topic for discussion at the earliest available opportunity.
(c) Dispute Resolution (Revised)
Quorum has revised the dispute resolution provision set forth in Article XIV of the Meridian Draft. The Meridian Draft proposed binding arbitration under the Commercial Arbitration Rules of the American Arbitration Association, before a panel of three arbitrators, with the seat of arbitration in New York, New York. Quorum's redline replaces this provision with a clause providing for the exclusive jurisdiction of the United States District Court for the Southern District of New York, or, in the event that federal subject-matter jurisdiction is not available, the Commercial Division of the Supreme Court of the State of New York, New York County. Each party would consent to personal jurisdiction and venue in such courts and waive any objection based on forum non conveniens.
Quorum's preference for court jurisdiction in this matter is driven by several considerations. As a publicly traded company, Quorum values the transparency and accountability afforded by court proceedings, as well as the precedential value of judicial decisions. Additionally, given the significance of the intellectual property ownership and data security issues at stake in this transaction, Quorum believes it is essential to preserve the full availability of preliminary and permanent injunctive relief, which is more readily and predictably obtained in court proceedings than in arbitration. Finally, Quorum's experience in prior complex commercial disputes has demonstrated the advantages of judicial oversight, including robust discovery mechanisms and the availability of appellate review.
(d) Governing Law
The Meridian Draft provides that the MDLA shall be governed by and construed in accordance with the laws of the State of New York, without regard to principles of conflicts of law. Quorum has accepted this provision without modification. Our understanding is that both parties are in agreement on this point, and no further discussion should be necessary.
(e) Data Security and Breach Notification (Revised)
Quorum has strengthened the data security provisions of the Meridian Draft in several material respects, reflecting the critical importance of data security to Quorum's operations, regulatory obligations, and reputation. The principal revisions are as follows:
• Security Certifications: The Quorum Redline requires both parties to obtain and maintain, at all times during the term of the MDLA, a current SOC 2 Type II audit report (covering the Security, Availability, and Confidentiality trust service criteria). In addition, Meridian shall be required to obtain and maintain ISO 27001 certification with respect to its information security management system applicable to the licensed data products.
• Breach Notification: Quorum has shortened the data-breach notification period from the seventy-two (72) hours proposed in the Meridian Draft to forty-eight (48) hours from the date a party discovers or reasonably should have discovered a breach or suspected breach involving licensed data or any party's systems used in connection with the MDLA. The notification must include a preliminary assessment of the scope, nature, and likely impact of the breach, the categories and approximate number of records affected, and the remedial actions taken or planned.
• Incident Response and Remediation: The Quorum Redline includes enhanced incident response and remediation obligations, including the requirement that the breaching party engage a qualified forensic investigation firm (mutually agreed upon or, in the absence of agreement, a nationally recognized firm), provide regular written status updates to the non-breaching party, and cooperate fully with the non-breaching party's own security and legal teams.
• Regulatory Compliance: The revised data security provisions include specific references to compliance with 23 NYCRR Part 500 (the New York Department of Financial Services Cybersecurity Regulation) and the safeguard requirements of the Gramm-Leach-Bliley Act, 15 U.S.C. § 6801 et seq., and its implementing regulations, each of which is directly applicable to Quorum's operations.
We note that Quorum anticipates negotiating a separate, more detailed Data Security Addendum (the "DSA") to be attached as a schedule to the MDLA. The Quorum Redline contains placeholder cross-references to the DSA at several points throughout the agreement. The DSA is expected to address, among other things, encryption standards, access controls, penetration testing requirements, vendor management obligations, and cross-border data transfer restrictions. As discussed in Section IV below, Quorum intends to deliver an initial draft of the DSA in the coming weeks.
(f) Regulatory Compliance (FCRA, GLBA, CCPA/CPRA, State Insurance Regulations)
Quorum has inserted enhanced regulatory compliance provisions throughout the MDLA to address the complex web of federal and state laws and regulations applicable to the parties' respective activities under the agreement. The principal additions include:
• Fair Credit Reporting Act (FCRA): Quorum's redline includes provisions requiring Quorum to certify its permissible purpose for accessing Meridian consumer credit data, consistent with Section 604 of the FCRA (15 U.S.C. § 1681b). Quorum's primary permissible purposes are insurance underwriting (§ 604(a)(3)(C)) and review of existing consumer accounts (§ 604(a)(3)(F)(ii)). The MDLA will require Quorum to maintain appropriate internal controls, employee training, and documentation to ensure ongoing compliance with FCRA permissible purpose requirements.
• Gramm-Leach-Bliley Act (GLBA): The redline includes representations and warranties by both parties regarding compliance with the GLBA's privacy provisions (15 U.S.C. §§ 6801–6809) and the Federal Trade Commission's implementing regulations, including the Safeguards Rule. Meridian shall represent that its collection, maintenance, and distribution of the licensed data comply with GLBA requirements, and Quorum shall represent that its use of the licensed data complies with applicable GLBA privacy and safeguard obligations.
• California Consumer Privacy Act / California Privacy Rights Act (CCPA/CPRA): Quorum's revisions include provisions addressing compliance with the CCPA (Cal. Civ. Code § 1798.100 et seq.), as amended by the CPRA. The redline designates Meridian as a "service provider" or "contractor" (as applicable) with respect to personal information processed under the MDLA, and imposes corresponding obligations regarding data use limitations, consumer rights facilitation (including rights of access, deletion, and opt-out of sale/sharing), and restrictions on cross-context behavioral advertising.
• State Insurance Regulations: Quorum has added provisions addressing compliance with state insurance data-security and privacy regulations applicable to Quorum's operations, including the regulations of the Connecticut Insurance Department and the New York Department of Financial Services, as well as all other states in which Quorum holds insurance licenses. The redline requires both parties to cooperate in responding to regulatory inquiries or examinations related to the subject matter of the MDLA.
Quorum anticipates that a separate FCRA Permissible Purpose Certification, in the form of a schedule to the MDLA, will be prepared and negotiated in parallel with the MDLA itself. In addition, Quorum intends to deliver a draft Data Processing Agreement (the "DPA") to address CCPA/CPRA compliance obligations in greater detail. Both documents are referenced in Section IV below.
(g) Insurance Requirements (Revised)
Quorum has revised the insurance provisions of the Meridian Draft to reflect coverage levels appropriate for a transaction of this size, nature, and risk profile. The revised insurance minimums are as follows:
Quorum's higher cyber liability coverage reflects the scale of its consumer data holdings and its obligations as a regulated insurance carrier. Each party shall name the other as an additional insured under its commercial general liability policy and shall provide thirty (30) days' prior written notice of any material change, cancellation, or non-renewal of any required policy.
(h) Post-Termination Data Treatment (Revised)
Quorum has revised the post-termination data treatment provisions of the Meridian Draft. Under the Quorum Redline, upon expiration or termination of the MDLA for any reason, Quorum shall return to Meridian, or certify the destruction of, all Meridian raw data (i.e., unmodified data received directly from Meridian in its original form) within ninety (90) calendar days following the effective date of termination. Quorum shall provide a written officer's certificate attesting to the completion of such return or destruction.
Critically, and consistent with Quorum's position on intellectual property ownership as set forth in Section III(b) above, Quorum's redline expressly provides that Quorum shall retain full ownership of, and all rights to use and commercialize, all Derived Data following termination of the MDLA. Derived Data is not "Meridian data" and is not subject to the return-or-destroy obligation. We recognize that this provision is closely intertwined with the Derived Data ownership discussion addressed in Section III(b) above, and we flag it accordingly as a disputed provision that will need to be resolved as part of the broader Article VII negotiation.
(i) Limitation of Liability and Indemnification (Revised)
Quorum has revised the limitation of liability and indemnification provisions set forth in Articles XII and XIII of the Meridian Draft to better balance the parties' respective risk allocations. Among other revisions, Quorum has proposed mutual carve-outs from the limitation of liability for breaches of data security obligations, intellectual property infringement, breaches of confidentiality, indemnification obligations, and willful misconduct or gross negligence. The specific revisions are set forth in detail in the tracked-changes document and should be reviewed in full. We are prepared to discuss these provisions at the parties' convenience.
(j) Service Level Agreement and Technical Schedules (Placeholder)
The Quorum Redline contains cross-references to a Service Level Agreement (the "SLA") and Technical Schedule A (Data Delivery Specifications) that are not yet enclosed. Quorum intends to deliver initial drafts of both documents separately in January 2023 for parallel negotiation alongside the MDLA. Quorum's proposed SLA will address, among other things, system uptime commitments (including minimum monthly availability targets), data delivery latency standards for both batch and real-time API access, service credit mechanics for failures to meet committed service levels, data-quality acceptance criteria (including accuracy, completeness, timeliness, and consistency metrics), and escalation and remediation procedures. We ask that Meridian and your team reserve capacity in January and February 2023 for negotiation of these technical documents.
(k) Data-Volume Overage Provisions
Quorum has accepted the base volume tier of 500 million records per month (consumer and commercial combined) and the overage rate of $0.003 per record above the base tier as proposed in the Meridian Draft. Quorum's acceptance of these terms is subject to the inclusion of a provision for annual review and adjustment of the base tier and overage rate to account for organic volume growth, changes in Quorum's business operations, and market conditions. The annual review mechanism is reflected in the Quorum Redline.
IV. Additional Ancillary Documents
As noted at several points above, the MDLA is intended to be supplemented by a number of ancillary documents that will be negotiated in parallel. Quorum intends to prepare and deliver initial drafts of the following ancillary documents to Kessler Pruitt & Ashe in the coming weeks:
1. Data Security Addendum (DSA) — addressing detailed information security obligations, technical safeguards, access controls, encryption standards, penetration testing, vendor management, and cross-border data transfer restrictions.
2. Data Processing Agreement (DPA) — addressing CCPA/CPRA compliance, service-provider/contractor designations, personal information processing limitations, and consumer rights facilitation.
3. FCRA Permissible Purpose Certification — a draft schedule to be attached to the MDLA, setting forth Quorum's certifications of permissible purpose under Section 604 of the FCRA.
4. Service Level Agreement (SLA) — addressing uptime, latency, data-quality, service credits, and remediation, as described in Section III(j) above.
5. Technical Schedule A — Data Delivery Specifications — addressing file formats, delivery protocols, API specifications, data field definitions, refresh cadences, and testing and acceptance procedures.
We respectfully request that Kessler Pruitt & Ashe advise us at your earliest convenience as to whether Meridian intends to circulate its own drafts of any of the foregoing documents. If Meridian has existing templates or preferred forms for any of these documents, we would welcome receiving them so that our respective drafts may be reconciled efficiently.
V. Required Approvals
We note for your awareness that Quorum's entry into the MDLA is subject to certain internal corporate approvals and third-party consents, which Quorum is currently in the process of obtaining. These approvals are conditions to Quorum's execution and delivery of the MDLA, and we anticipate that they will be addressed and resolved in the ordinary course prior to the targeted execution date. We do not expect these matters to present a material impediment to the transaction, but we will keep you apprised of their status as appropriate.
VI. Proposed Next Steps and Scheduling
To maintain momentum in the negotiation, we propose the following schedule:
In-Person Negotiation Session. We propose scheduling a first in-person negotiation session in January 2023, to be held in New York, at which the principal open issues in the MDLA can be discussed at the partner level. We believe the January session should focus primarily on the most favored nation pricing provision (Section III(a) above) and the Derived Data ownership and commercialization provisions (Section III(b) above), as these are the issues most likely to require extended discussion and creative problem-solving. We would ask that you circulate Meridian's availability for a full-day session during the weeks of January 16 and January 23, 2023, and we will coordinate with our client's availability.
Working-Level Calls in December. In advance of the January session, we suggest that the associate teams on both sides — Wendy Schultz and Omar Siddiqui from Calderwood & Harkness, and Nina Chastain and Derek Fontaine from Kessler Pruitt & Ashe — schedule a series of working-level calls during December 2022 to address the less contentious provisions of the Quorum Redline, resolve drafting and definitional issues, and begin substantive discussions on the technical schedules. This will allow the parties to narrow the list of open issues for the January session and make the most productive use of the partners' and clients' time.
We would appreciate it if you could confirm your agreement to this proposed schedule, or suggest an alternative, by no later than December 9, 2022.
VII. Reservation of Rights
The enclosed Quorum Redline and this letter are delivered without prejudice to any of Quorum's rights, remedies, or positions under the NDA, applicable law, or otherwise. Quorum expressly reserves the right to raise additional issues, propose further revisions, and withdraw or modify any positions set forth herein as the negotiation proceeds. No statement in this letter or the enclosed redline shall be deemed an admission, waiver, or concession by Quorum on any point of law or fact. All discussions and correspondence between the parties and their respective counsel in connection with the proposed MDLA remain subject to the terms and conditions of the Mutual Non-Disclosure Agreement (NDA-QIH-MCI-2022-001).
VIII. Closing
Quorum remains genuinely enthusiastic about the prospect of establishing a comprehensive data-licensing relationship with Meridian and is committed to working constructively with Meridian and its counsel to reach mutually acceptable terms. We believe that the commercial framework is sound and that, with focused attention to the principal open issues identified above, the parties can achieve a definitive agreement that serves both organizations' strategic interests.
We look forward to receiving your initial reactions to the Quorum Redline and to productive discussions in the weeks ahead. Please do not hesitate to contact us with any questions or comments.
For day-to-day communications regarding this matter, please direct inquiries to:
Wendy Schultz, Associate Calderwood & Harkness LLP 425 Park Avenue, New York, NY 10022 Direct: (212) 455-2347
Email: wschultz@calderwoodharkness.com
For partner-level communications:
Leonard Cross, Partner Calderwood & Harkness LLP 425 Park Avenue, New York, NY 10022 Direct: (212) 455-2180
Email: lcross@calderwoodharkness.com
Thank you for your attention to the foregoing. We look forward to hearing from you.
Very truly yours,
CALDERWOOD & HARKNESS LLP
By: ________
Leonard Cross Partner, Tax Practice Group Calderwood & Harkness LLP
By: ________
Wendy Schultz Associate, intellectual Property Practice Group Calderwood & Harkness LLP
Enclosures:
(1) Master Data License Agreement — Quorum Redline (tracked changes) (Microsoft Word format)
(2) Master Data License Agreement — Quorum Redline (clean copy) (Microsoft Word format)
Party | Coverage Type | Required Minimum
Meridian | Commercial General Liability | $5,000,000 per occurrence
Meridian | Cyber / Technology Errors & Omissions | $25,000,000 aggregate
Quorum | Commercial General Liability | $5,000,000 per occurrence
Quorum | Cyber Liability | $50,000,000 aggregate

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