| Category | Total Issues | Agreed / Closed | Open — Active Negotiation | Open — Critical / Red | Deferred | Notes |
| 1. Definitions & Interpretation | 8 | 6 | 2 | 0 | 0 | Two minor definition refinements remain (Derived Data, Permitted Purpose) |
| 2. Grant of License / Scope | 5 | 4 | 1 | 0 | 0 | Scope of license for internal use agreed; sublicense carve-out for affiliates open |
| 3. Data Products & Delivery | 6 | 6 | 0 | 0 | 0 | Fully agreed at June 30 session — MCI Consumer Credit File, MCI CommercialView, MCI AltSignal specifications finalized |
| 4. Fees & Payment Terms | 7 | 5 | 1 | 1 | 0 | Year 1 fee ($10.8M), Years 2–5 ($12.3M/yr), quarterly installments agreed; MFN pricing clause remains CRITICAL OPEN |
| 5. Most Favored Nation / Pricing Protection | 3 | 0 | 0 | 3 | 0 | ALL RED — Full MFN rejected by Meridian (Apr. 21); pricing audit right fallback under development by C&H; Meridian offered SLA-only 'most favored terms' (rejected by Quorum) |
| 6. Service Level Agreement | 5 | 5 | 0 | 0 | 0 | Fully agreed — 99.9% uptime, latency standards, service credits resolved at June 30 session |
| 7. Derived Data & IP Ownership (Article VII) | 8 | 0 | 2 | 6 | 0 | CRITICAL OPEN — Quorum ownership position, license-back, revenue share (15%), sufficient transformation standard, QuorumScore carve-out, ML model output classification all unresolved |
| 8. Data Security & Privacy | 6 | 5 | 1 | 0 | 0 | Substantially agreed; 48-hour breach notification accepted; sub-processor audit scope minor open point |
| 9. FCRA / GLBA Compliance | 4 | 4 | 0 | 0 | 0 | Permissible purpose certification schedule agreed; GLBA safeguard provisions agreed |
| 10. CCPA/CPRA & Data Processing | 4 | 3 | 1 | 0 | 0 | DPA substantially agreed; de-identification standard for Derived Data commercialization linked to Article VII resolution |
| 11. Representations & Warranties | 5 | 4 | 1 | 0 | 0 | Meridian's data-accuracy rep still under discussion |
| 12. Indemnification | 4 | 3 | 1 | 0 | 0 | Scope of Meridian's IP indemnity (covering data-accuracy claims) open |
| 13. Limitation of Liability | 3 | 2 | 1 | 0 | 0 | Consequential damages carve-outs not yet fully aligned |
| 14. Insurance Requirements | 3 | 3 | 0 | 0 | 0 | Agreed — Quorum: $5M CGL, $50M cyber; Meridian: $5M CGL, $25M cyber/tech E&O |
| 15. Term & Renewal | 3 | 3 | 0 | 0 | 0 | 5-year initial term agreed; auto-renewal mechanics agreed |
| 16. Termination & Post-Termination | 5 | 2 | 1 | 2 | 0 | Return/destroy raw data within 90 days agreed; Derived Data treatment post-termination CRITICAL OPEN; survival of Derived Data rights CRITICAL OPEN |
| 17. Dispute Resolution | 3 | 0 | 0 | 3 | 0 | ALL RED — Quorum: exclusive jurisdiction SDNY or NY Supreme Court Commercial Division; Meridian: binding AAA arbitration, 3-arbitrator panel, New York seat; no movement |
| 18. Confidentiality / Publicity | 2 | 2 | 0 | 0 | 0 | Agreed; mutual NDA (NDA-QIH-MCI-2022-001) governs pre-closing; MDLA confidentiality section agreed |
| 19. Corporate / Lender Consents & Conditions Precedent | 4 | 1 | 3 | 0 | 0 | Standish National Bank consent under Section 7.12(b) required ($60M exceeds $25M threshold); Quorum board resolution pending; Meridian board authorization pending |
| 20. Miscellaneous / Boilerplate | 4 | 4 | 0 | 0 | 0 | Notices, assignment, amendments, counterparts — all agreed |
| TOTALS | 92 | 62 | 15 | 15 | 0 | 67% agreed; 16% active open; 16% critical/red; 0% deferred |
| Issue # | MDLA Section / Schedule | Issue Category | Issue Description | Priority | Status | Status as of v1.0 (Jan 2023) | Change Since v1.0 | Quorum Position | Meridian / KP&A Position | Proposed Compromise | C&H Assigned | Quorum Business Owner | Last Discussed | Next Step / Action Item | Notes / Cross-References |
| 1 | Section 1.1 — Definitions | Definitions & Interpretation | Definition of 'Derived Data' — scope of data, models, scores, indices, and analytics outputs created by Quorum using licensed Meridian data as an input | Critical | Open | Open | No change — remains core dispute linked to Article VII | Derived Data means any data, models (including trained ML model weights/parameters), scores, indices, enriched datasets, or analytics outputs created, developed, or generated by or on behalf of Quorum that use, incorporate, or are based on the Licensed Data as an input, including but not limited to QuorumScore™ outputs, propensity models, and blended risk scores | Derived Data means any data, model, score, index, or output that incorporates, is based on, or is traceable to Licensor's Licensed Data, constituting a derivative work under copyright law and remaining subject to Licensor's underlying IP rights | Quorum to propose tiered definition: (a) 'Direct Derivatives' (outputs containing identifiable Meridian data elements) vs. (b) 'Transformed Outputs' (sufficiently transformed/de-identified outputs where no Meridian raw data can be reverse-engineered) — different rights regime for each tier | Wendy Schultz / Omar Siddiqui | Rajesh Anand (CDO) | 2023-06-30 | C&H to circulate revised tiered definition to client for approval before transmitting to KP&A | Central to Article VII resolution; linked to Issues #45–52; Meridian insists on 'derivative work' characterization; see C&H memo on ML model outputs (Jan. 2023) |
| 2 | Section 1.1 — Definitions | Definitions & Interpretation | Definition of 'Permitted Purpose' — scope of Quorum's authorized use of Licensed Data | High | Open | Open | Narrowed gap at June 30 session; Quorum's internal use largely agreed; third-party commercialization of Derived Data still linked to Article VII | Broad: automated underwriting models, claims-fraud detection algorithms, customer propensity scoring across all Quorum P&C, life, and specialty lines, plus creation and commercialization of Derived Data | Limited to Quorum's internal insurance underwriting, claims, and risk management operations; excludes any third-party commercialization or sublicensing | Internal use agreed; external commercialization scope to follow Article VII resolution | Wendy Schultz | Diane Lowell (SVP Underwriting Analytics) | 2023-06-30 | Finalize internal-use language; defer external-use scope pending Article VII | Linked to Issues #45–52 (Derived Data) |
| 3 | Section 1.1 — Definitions | Definitions & Interpretation | Definition of 'Licensed Data' — enumeration of data products and formats included in the license grant | Medium | Agreed | Agreed | No change | All MCI Consumer Credit File, MCI CommercialView, and MCI AltSignal data products as specified in Technical Schedule A | Agreed | N/A — Agreed | Omar Siddiqui | Priya Nair | 2023-01-18 | None — closed | Finalized in Technical Schedule A |
| 4 | Section 1.1 — Definitions | Definitions & Interpretation | Definition of 'Affiliate' — scope of entities covered by license grant | Medium | Agreed | Agreed | No change | Any entity controlling, controlled by, or under common control with a party, where control means ownership of >50% voting securities | Agreed | N/A — Agreed | Omar Siddiqui | Gregory Stahl | 2023-01-18 | None — closed | Standard definition accepted by both sides |
| 5 | Section 1.1 — Definitions | Definitions & Interpretation | Definition of 'Confidential Information' — scope and exclusions | Low | Agreed | Agreed | No change | Standard carve-outs for publicly available information, independently developed information, and information received from third parties without restriction | Agreed | N/A — Agreed | Omar Siddiqui | Gregory Stahl | 2023-01-18 | None — closed | Aligned with mutual NDA (NDA-QIH-MCI-2022-001) |
| 6 | Section 1.1 — Definitions | Definitions & Interpretation | Definition of 'intellectual Property Rights' — enumeration of IP categories | Low | Agreed | Agreed | No change | Patents, copyrights, trademarks, trade secrets, and all other proprietary rights recognized under applicable law | Agreed | N/A — Agreed | Omar Siddiqui | Gregory Stahl | 2023-01-18 | None — closed |
| 7 | Section 1.1 — Definitions | Definitions & Interpretation | Definition of 'Data Security Incident' — triggering events for breach notification | Medium | Agreed | Agreed | No change | Unauthorized access, acquisition, use, or disclosure of Licensed Data or Derived Data | Agreed | N/A — Agreed | David Cartwright | Claudia Reeves | 2023-01-18 | None — closed | Incorporated into DSA |
| 8 | Section 1.1 — Definitions | Definitions & Interpretation | Definition of 'Service Level' — uptime and performance metrics baseline | Medium | Agreed | Open | Agreed at June 30 session upon SLA finalization | As defined in SLA schedule | Agreed | N/A — Agreed | Patricia Heng | Priya Nair | 2023-06-30 | None — closed | Linked to SLA schedule |
| 9 | Section 2.1 — Grant of License | Grant of License / Scope | Non-exclusive license grant for internal use of Licensed Data across all Quorum business units and insurance lines | High | Agreed | Agreed | No change | Non-exclusive, worldwide license for internal business purposes across all Quorum P&C, life, and specialty insurance lines | Agreed to non-exclusive internal-use license | N/A — Agreed | Wendy Schultz | Gregory Stahl | 2023-01-18 | None — closed |
| 10 | Section 3.1 — Licensed Data Products | Data Products & Delivery | Specification of Licensed Data products: MCI Consumer Credit File™ (~310M consumer records, daily batch + real-time API), MCI CommercialView™ (~42M business records, weekly batch), MCI AltSignal™ (~85M consumer alt-data records, daily batch) | High | Agreed | Open | Agreed at June 30 session; Technical Schedule A finalized | All three products included; delivery via SFTP batch and REST API as specified | Agreed to Quorum's specifications | N/A — Agreed | Omar Siddiqui | Priya Nair (Dir. Data Engineering) | 2023-06-30 | None — closed | Technical Schedule A signed off by both Priya Nair and Keith Marlow |
| 11 | Section 2.2 — Sublicensing | Grant of License / Scope | Right to sublicense Licensed Data to Quorum affiliates without additional fee | High | Agreed | Agreed | No change | Sublicense to affiliates permitted without Meridian consent or additional fee | Agreed | N/A — Agreed | Wendy Schultz | Gregory Stahl | 2023-01-18 | None — closed |
| 12 | Section 2.3 — Sublicensing | Grant of License / Scope | Sublicense carve-out for non-affiliated third parties (e.g., MGAs, reinsurers) | High | Open | Open | No change; linked to Article VII derived-data commercialization | Quorum may sublicense Derived Data (but not raw Licensed Data) to non-affiliated third parties for commercial purposes | No sublicensing of any data (raw or derived) to non-affiliated third parties under any circumstances | Defer resolution to Article VII framework; if Transformed Outputs permitted for commercialization, sublicensing follows | Wendy Schultz | Gregory Stahl / Diane Lowell | 2023-06-30 | Link to Article VII resolution | Sublicensing of raw data not sought by Quorum; issue is Derived Data only |
| 13 | Section 2.4 — Territory | Grant of License / Scope | Territorial scope of license — worldwide vs. U.S.-only | Medium | Agreed | Agreed | No change | Worldwide — Quorum has international reinsurance operations | Agreed to worldwide scope | N/A — Agreed | Omar Siddiqui | Gregory Stahl | 2023-01-18 | None — closed |
| 14 | Section 3.2 — Data Delivery | Data Products & Delivery | Data delivery methods: SFTP batch and REST API specifications | High | Agreed | Open | Agreed at June 30 session | SFTP batch (AES-256 encrypted) and REST API (OAuth 2.0 authentication) per Technical Schedule A | Agreed | N/A — Agreed | Omar Siddiqui | Priya Nair | 2023-06-30 | None — closed |
| 15 | Section 4.1 — License Fees | Fees & Payment Terms | Annual license fee structure: Year 1 $10,800,000 ($900K/mo reflecting 6-month ramp); Years 2–5 $12,300,000/yr ($1,025K/mo); total $60,000,000 over 5-year term | High | Agreed | Agreed | No change | $10.8M Year 1 / $12.3M Years 2–5; quarterly in advance ($2.7M Q1 Yr1; $3.075M Yrs 2–5) | Agreed | N/A — Agreed | Marcus Weill | Thomas Ng (VP Procurement) | 2023-01-18 | None — closed | Year 1 discount reflects 6-month implementation ramp; reconciliation: $10.8M + ($12.3M × 4) = $60.0M |
| 16 | Section 4.2 — Implementation Fee | Fees & Payment Terms | One-time implementation/integration fee of $1,500,000 (outside the $60M license value; billed separately upon execution) | Medium | Agreed | Agreed | No change | $1,500,000 payable within 30 days of MDLA execution | Agreed | N/A — Agreed | Marcus Weill | Thomas Ng | 2023-01-18 | None — closed | Not included in $60M total deal value |
| 17 | Section 4.3 — Volume Tiers & Overage | Fees & Payment Terms | Base tier: up to 500 million records/month (consumer + commercial combined); overage rate $0.003 per record above base tier | Medium | Agreed | Agreed | No change | 500M base tier; $0.003/record overage | Agreed | N/A — Agreed | Omar Siddiqui | Priya Nair | 2023-01-18 | None — closed | Current estimated monthly volume ~437M records (87.4% of base tier); well within base tier |
| 18 | Section 4.4 — Late Payment | Fees & Payment Terms | Late payment interest rate: 1.5% per month (18% per annum) on overdue amounts, simple interest | Low | Agreed | Agreed | No change | 1.5%/month | Agreed | N/A — Agreed | Marcus Weill | Thomas Ng | 2023-01-18 | None — closed |
| 19 | Section 4.5 — Taxes | Fees & Payment Terms | Tax gross-up and withholding provisions | Low | Agreed | Agreed | No change | Standard tax gross-up; each party responsible for its own income taxes; Quorum responsible for withholding if required | Agreed | N/A — Agreed | Marcus Weill | Thomas Ng | 2023-01-18 | None — closed |
| 20 | Section 4.6 / Proposed Rider | Most Favored Nation / Pricing Protection | Most favored nation pricing clause — Quorum demands automatic price adjustment if Meridian offers any insurance-industry licensee more favorable per-record pricing, volume discounts, or fee terms | Critical | Critical-Open | Open | Escalated to CRITICAL: Meridian formally rejected full MFN on April 21, 2023; Meridian board resolution of August 22, 2023 (influenced by Breckenridge Capital Partners and Whitmore Zanthor IPO concerns) resolved against MFN; CEO-to-CEO call (Tierney/Halstead, May 15, 2023) did not resolve | Full MFN: if Meridian offers any U.S.-domiciled insurance carrier, MGA, or insurtech firm with annual premiums written ≥ $500M more favorable per-record pricing, volume discounts, or fee terms, Quorum's pricing automatically adjusts to match | Categorically refused. Reasons: (a) confidentiality obligations to other licensees; (b) impracticability of cross-licensee price comparisons given bespoke data packages; (c) Breckenridge/Whitmore Zanthor concern that MFN viewed as margin risk in IPO due diligence; (d) antitrust sensitivities in credit-data markets | Quorum developing fallback: 'Pricing Audit Right' — annual audit by independent third-party auditor (mutually approved) to verify Quorum's effective per-record rate does not exceed 110% of lowest comparable insurance-industry licensee rate. To be formally proposed post-session (target Sept. 2023) | Wendy Schultz / Patricia Heng | Thomas Ng / Rajesh Anand | 2023-06-30 | C&H to finalize pricing audit right draft language (target: Sept. 2023); consult Pinnacle Ridge Advisory (Franklin Osei) pricing benchmark study (delivered Feb. 14, 2023) for supporting data | Key impasse #1; Meridian board resolution Aug. 22, 2023 is formal backstop; Breckenridge Capital Partners (62.5% owner, Caleb Rourke) and Whitmore Zanthor (Rachel Ng-Castillo) driving resistance; see C&H memo on MFN market practice & enforceability; see C&H antitrust memo |
| 21 | Section 4.6 / Proposed Rider | Most Favored Nation / Pricing Protection | Meridian's counter-offer: 'Most Favored Terms' clause limited to data-delivery SLAs and uptime commitments only — explicitly excluding pricing | Critical | Critical-Open | N/A (new in v2) | New counter received; Meridian offered SLA-only most favored terms at June 30 session | Rejected — Quorum views SLA-only most favored terms as commercially meaningless given SLA already agreed | Offered as alternative to any pricing-related MFN or audit right | Quorum to reject formally and counter with pricing audit right proposal | Wendy Schultz | Thomas Ng | 2023-06-30 | Include rejection in next correspondence to KP&A; pivot to pricing audit right | Meridian's formal counter expected Oct. 2023 |
| 22 | Section 4.6 / Proposed Rider | Most Favored Nation / Pricing Protection | MFN comparator class definition — which entities are included in MFN comparison | Critical | Critical-Open | Open | No progress; linked to resolution of Issues #20–21 | All U.S.-domiciled insurance carriers, managing general agents, and insurtech firms with annual premiums written ≥ $500 million | N/A — Meridian refuses any MFN; comparator class is moot absent agreement on the principle | If pricing audit right accepted, comparator class would narrow to 'comparable insurance-industry licensee' (to be defined) | Wendy Schultz | Thomas Ng | 2023-06-30 | Draft comparator class definition for pricing audit right alternative | Pinnacle Ridge benchmark study identifies 6 comparable licensees in insurance vertical |
| 23 | Section 4.7 — Fee Escalation | Fees & Payment Terms | Annual fee escalation mechanism for renewal periods beyond Year 5 | Medium | Open | Open | Partially discussed; no agreement | CPI-based escalation capped at 3% per annum for renewal terms | Meridian seeks uncapped escalation tied to CPI plus 2% floor | Cap at CPI + 1% with 4% ceiling per annum | Marcus Weill | Thomas Ng | 2023-06-30 | Draft compromise escalation clause for renewal terms | Relevant only for auto-renewal periods beyond initial 5-year term |
| 24 | Section 3.3 — Data Format | Data Products & Delivery | Data format specifications: file formats (Parquet, CSV), schema versioning, and backward compatibility commitments | Medium | Agreed | Open | Agreed at June 30 session | Parquet preferred; CSV fallback; 12-month backward compatibility for schema changes | Agreed | N/A — Agreed | Omar Siddiqui | Priya Nair | 2023-06-30 | None — closed | Incorporated into Technical Schedule A |
| 25 | Section 3.4 — Data Refresh | Data Products & Delivery | Data refresh frequency and update Larkspur Services Inc. | Medium | Agreed | Open | Agreed at June 30 session | Consumer Credit File and AltSignal: daily; CommercialView: weekly | Agreed | N/A — Agreed | Omar Siddiqui | Priya Nair | 2023-06-30 | None — closed |
| 26 | Section 3.5 — Historical Data | Data Products & Delivery | Access to historical data archives (backfill) for model training purposes | Medium | Agreed | Open | Agreed at June 30 session; 7-year lookback included | 7-year historical lookback for Consumer Credit File; 5-year for CommercialView; 3-year for AltSignal | Agreed to Quorum's requested lookback periods | N/A — Agreed | Omar Siddiqui | Priya Nair | 2023-06-30 | None — closed | Historical data delivery within 60 days of MDLA execution |
| 27 | Section 3.6 — Data Quality | Data Products & Delivery | Data quality standards: completeness thresholds, error rate tolerances, and remediation procedures | Medium | Agreed | Open | Agreed at June 30 session | ≤2% missing-value rate for core fields; ≤0.5% error rate; remediation within 5 business days | Agreed | N/A — Agreed | Omar Siddiqui | Priya Nair | 2023-06-30 | None — closed | Included in Technical Schedule A |
| 28 | Section 2.5 — License Restrictions | Grant of License / Scope | Restrictions on reverse engineering, decompilation, or disassembly of Meridian's proprietary algorithms embedded in data feeds | Medium | Agreed | Agreed | No change | Standard reverse-engineering prohibition accepted | Agreed | N/A — Agreed | Omar Siddiqui | Gregory Stahl | 2023-01-18 | None — closed |
| 29 | Section 5.1 — Audit Rights | Fees & Payment Terms | Meridian's right to audit Quorum's usage of Licensed Data (volume, permitted purpose compliance) — frequency, scope, and cost allocation | Medium | Agreed | Agreed | No change | Annual audit right upon 30 days' notice; at Meridian's cost unless audit reveals material non-compliance (>5% overage) | Agreed | N/A — Agreed | Patricia Heng | Thomas Ng | 2023-01-18 | None — closed |
| 30 | Section 6.1 — SLA | Service Level Agreement | API response time / latency standards for real-time data access | High | Agreed | Open | Agreed at June 30 session | P95 latency ≤200ms for Consumer Credit File API; ≤500ms for CommercialView API | Agreed to Quorum's latency thresholds | N/A — Agreed | Patricia Heng / Omar Siddiqui | Priya Nair | 2023-06-30 | None — closed | Incorporated into SLA schedule |
| 31 | Section 6.2 — SLA | Service Level Agreement | Scheduled maintenance windows and exclusions from uptime calculations | Medium | Agreed | Open | Agreed at June 30 session | Maintenance window: Sundays 2:00–6:00 AM ET; excluded from uptime calculations; max 4 hours/week | Agreed | N/A — Agreed | Patricia Heng | Priya Nair | 2023-06-30 | None — closed |
| 32 | Section 6.3 — SLA | Service Level Agreement | Tiered service credit schedule for SLA failures | High | Agreed | Open | Agreed at June 30 session | 99.9–99.5%: 5% monthly fee credit; 99.5–99.0%: 10% credit; <99.0%: 20% credit plus termination right if <99.0% for 3 consecutive months | Agreed to tiered structure | N/A — Agreed | Patricia Heng | Thomas Ng / Priya Nair | 2023-06-30 | None — closed |
| 33 | Section 6.4 — SLA | Service Level Agreement | SFTP batch delivery windows and failure escalation procedures | Medium | Agreed | Open | Agreed at June 30 session | Daily batch: available by 6:00 AM ET; weekly batch: available by 8:00 AM ET Monday; escalation: L1 notification within 1 hour, L2 within 4 hours | Agreed | N/A — Agreed | Omar Siddiqui | Priya Nair | 2023-06-30 | None — closed |
| 34 | Section 7.1 — Derived Data | Derived Data & IP Ownership | Scope of Quorum's right to create Derived Data using Licensed Data as an input | Critical | Open | Open | Narrowed at June 30 session; internal creation right largely accepted; commercialization scope disputed | Unrestricted right to create Derived Data using any combination of Licensed Data and Quorum's proprietary data | Right to create Derived Data for internal purposes only; any commercialization subject to Meridian approval and revenue share | Internal creation right agreed; commercialization rights follow Article VII framework | Wendy Schultz | Rajesh Anand / Diane Lowell | 2023-06-30 | Incorporate into Article VII compromise framework | Linked to Issues #45–52 |
| 35 | Section 8.1 — Reps & Warranties | Representations & Warranties | Mutual representations: due organization, authority, enforceability | Low | Agreed | Agreed | No change | Standard mutual reps | Agreed | N/A — Agreed | Marcus Weill | Gregory Stahl | 2023-01-18 | None — closed |
| 36 | Section 8.2 — Reps & Warranties | Representations & Warranties | Meridian's representation that it has all necessary rights to license the data | High | Agreed | Agreed | No change | Meridian represents it has all rights, licenses, and permissions necessary to grant the license herein | Agreed | N/A — Agreed | Wendy Schultz | Gregory Stahl | 2023-01-18 | None — closed |
| 37 | Section 8.3 — Reps & Warranties | Representations & Warranties | Meridian's non-infringement representation | High | Agreed | Agreed | No change | Meridian represents that the Licensed Data and its use by Quorum as permitted will not infringe any third-party IP rights | Agreed with knowledge qualifier | N/A — Agreed | Wendy Schultz | Gregory Stahl | 2023-01-18 | None — closed | Knowledge qualifier accepted: 'to Meridian's knowledge' |
| 38 | Section 8.4 — Reps & Warranties | Representations & Warranties | Meridian's compliance with applicable law representation (FCRA, GLBA, state privacy laws) | Medium | Agreed | Agreed | No change | Meridian represents compliance with all applicable federal and state laws governing consumer and commercial credit data | Agreed | N/A — Agreed | David Cartwright | Claudia Reeves | 2023-03-09 | None — closed |
| 39 | Section 9.1 — Indemnification | Indemnification | Meridian's indemnification of Quorum for third-party IP infringement claims | High | Agreed | Agreed | No change | Meridian indemnifies Quorum for any third-party claims alleging that the Licensed Data infringes such third party's IP rights | Agreed; subject to standard notice, cooperation, and control requirements | N/A — Agreed | Wendy Schultz | Gregory Stahl | 2023-01-18 | None — closed |
| 40 | Section 9.2 — Indemnification | Indemnification | Quorum's indemnification of Meridian for Quorum's misuse of Licensed Data | High | Agreed | Agreed | No change | Quorum indemnifies Meridian for claims arising from Quorum's use of Licensed Data outside Permitted Purpose or in violation of MDLA | Agreed | N/A — Agreed | Wendy Schultz | Gregory Stahl | 2023-01-18 | None — closed |
| 41 | Section 9.3 — Indemnification | Indemnification | Mutual indemnification for breach of data security obligations | High | Agreed | Agreed | No change | Mutual indemnification for data breaches caused by indemnifying party's failure to comply with DSA | Agreed | N/A — Agreed | David Cartwright | Claudia Reeves | 2023-03-09 | None — closed |
| 42 | Section 9.4 — Indemnification | Indemnification | Scope of Meridian's IP indemnity — whether it covers claims based on data inaccuracy (not just infringement) | High | Open | Open | Narrowed at June 30 session; Meridian resists extending IP indemnity to data-accuracy claims | Meridian should indemnify Quorum for third-party claims arising from inaccurate Licensed Data (e.g., FCRA claims by consumers, regulatory actions) | IP indemnity covers infringement only; data-accuracy claims are excluded and subject to limitation of liability | Separate data-accuracy indemnity with aggregate cap of $5M per year; distinct from IP infringement indemnity | Wendy Schultz / Omar Siddiqui | Gregory Stahl / Claudia Reeves | 2023-06-30 | Draft data-accuracy indemnity clause with annual cap for client review | Linked to Issue #90 (data-accuracy representation) |
| 43 | Section 10.1 — Limitation of Liability | Limitation of Liability | Aggregate liability cap for each party | High | Agreed | Agreed | No change | Each party's aggregate liability capped at 2x annual fees paid or payable in the 12-month period preceding the claim ($24.6M based on Yr 2–5 fees) | Agreed | N/A — Agreed | Wendy Schultz | Gregory Stahl | 2023-01-18 | None — closed |
| 44 | Section 10.2 — Limitation of Liability | Limitation of Liability | Exclusion of consequential, incidental, special, and punitive damages — and carve-outs from such exclusion | High | Open | Open | Partially discussed; Quorum seeks broader carve-outs than Meridian | Standard mutual exclusion of consequential damages, BUT with carve-outs for: (a) breach of confidentiality, (b) data security breaches, (c) IP indemnification obligations, (d) willful misconduct/gross negligence | Standard mutual exclusion with carve-outs limited to: (a) willful misconduct only | Expand carve-outs to include data security breaches and IP indemnification in addition to willful misconduct | Wendy Schultz | Gregory Stahl | 2023-06-30 | Draft revised limitation of liability clause with expanded carve-outs |
| 45 | Article VII — Section 7.1 | Derived Data & IP Ownership | Ownership of intellectual property in Derived Data — who owns IP in data, models, scores, indices, and analytics outputs created by Quorum using licensed Meridian data | Critical | Critical-Open | Open | Escalated to CRITICAL; Meridian board resolution Aug. 22, 2023 resolved against granting unrestricted derived-data commercialization rights | Quorum owns all IP in Derived Data; unrestricted rights to use, sublicense, and commercialize without additional fees or Meridian consent | Derived Data constitutes a 'derivative work' under copyright law; remains subject to Meridian's underlying IP rights; Meridian retains co-ownership or controlling IP interest | Quorum to propose tiered framework: (a) Quorum owns all Derived Data; (b) no license-back; (c) commercialization permitted for 'Transformed Outputs' meeting objective de-identification/transformation standard (jointly agreed, not Meridian sole discretion); (d) no revenue share to Meridian; (e) explicit QuorumScore™ carve-out | Wendy Schultz / Omar Siddiqui | Rajesh Anand / Diane Lowell | 2023-06-30 | C&H to circulate revised Article VII compromise framework (drafted Jun. 2023) to Quorum for final approval before transmitting to KP&A | Key impasse #2; linked to Issue #1 (Derived Data definition); see C&H memos: Derived-Data IP Ownership (Jan. 2023), ML Model Outputs (Jan. 2023), Sufficient Transformation Critique (May 2023), QuorumScore IP Protection (Jun. 2023); Derived Data Commercialization Protocol (Jun. 2023 draft appendix) |
| 46 | Article VII — Section 7.2 | Derived Data & IP Ownership | Meridian's demand for perpetual, royalty-free license-back on all Derived Data for Meridian's own use | Critical | Critical-Open | Open | No movement; Meridian maintains demand | No license-back of any kind; Quorum's Derived Data is Quorum's proprietary asset | Perpetual, royalty-free, irrevocable license-back to Meridian on all Derived Data for Meridian's own internal and commercial use | Quorum rejects entirely; license-back would undermine competitive advantage, particularly for QuorumScore™ (projected $40–50M B2B licensing revenue by 2027) | Wendy Schultz | Rajesh Anand | 2023-06-30 | Include firm rejection in revised Article VII; cite market survey memo (Omar Siddiqui, Apr. 2023) showing license-back is outside market norms | See license-back market survey memo; Breckenridge views license-back as protecting Meridian's 'data moat' for IPO narrative |
| 47 | Article VII — Section 7.3 | Derived Data & IP Ownership | Prohibition on third-party commercialization of Derived Data unless 'sufficiently transformed' — with Meridian having sole discretion to determine 'sufficient transformation' | Critical | Critical-Open | Open | No movement; C&H critique memo issued May 2023 | Quorum may commercialize Derived Data to third parties without restriction; no 'sufficient transformation' gatekeeping by Meridian | No third-party commercialization unless Derived Data is 'sufficiently transformed' such that no Meridian raw data can be reverse-engineered; Meridian has sole discretion on whether standard is met | Replace sole discretion with objective, measurable, jointly agreed criteria for transformation/de-identification (per C&H Derived Data Commercialization Protocol draft); independent expert determination in case of dispute | Wendy Schultz | Rajesh Anand / Diane Lowell | 2023-06-30 | Finalize objective transformation criteria in Commercialization Protocol appendix; propose independent expert dispute mechanism | See C&H memo critiquing 'sufficient transformation' standard (May 2023); Meridian's sole-discretion standard is unworkably subjective |
| 48 | Article VII — Section 7.4 | Derived Data & IP Ownership | Meridian's demand for 15% revenue share on net revenues from Quorum's third-party commercialization of approved Derived Data | Critical | Critical-Open | Open | No movement; Meridian reiterated at June 30 session | No revenue share of any kind; Quorum bears all costs of creating Derived Data and should retain all revenues | 15% of net revenues attributable to Derived Data commercialized to third parties | Quorum rejects; would directly undermine QuorumScore™ B2B licensing strategy ($40–50M projected revenue by 2027); C&H to argue Quorum's proprietary first-party data (claims, policy, telematics) is the primary value driver, not Meridian input data | Wendy Schultz / Patricia Heng | Rajesh Anand / Diane Lowell / Thomas Ng | 2023-06-30 | Maintain firm rejection; prepare economic analysis showing Quorum's first-party data contribution vs. Meridian data input ratio | Meridian's Oct. 10, 2023 formal counter expected to include this demand; Breckenridge views revenue share as IPO-friendly recurring revenue line |
| 49 | Article VII — Section 7.5 | Derived Data & IP Ownership | Classification of ML model outputs: whether outputs of Quorum's machine-learning models (trained on Meridian data among other inputs) constitute 'Derived Data' vs. independent outputs | Critical | Critical-Open | Open | Technical experts discussed at June 30 session; no agreement | Only trained model weights/parameters are potentially derivative; live predictions using new non-Meridian inputs are NOT Derived Data — they are independent outputs of the trained model | All outputs of any model trained on Meridian data are Derived Data, regardless of whether live inference inputs come from Meridian or other sources | Propose distinction between (a) model training artifacts (weights/parameters — subject to negotiated restrictions) and (b) inference outputs on new data (not Derived Data); objective technical criteria to be defined | Wendy Schultz / Omar Siddiqui | Rajesh Anand / Priya Nair | 2023-06-30 | C&H and Quorum data science team to develop technical framework paper distinguishing model training vs. inference; Priya Nair to provide technical input | See C&H memo on ML model outputs — copyright & trade secret analysis (Jan. 2023); this is the most technically complex issue in Article VII |
| 50 | Article VII — Section 7.6 | Derived Data & IP Ownership | QuorumScore™ specific carve-out — explicit protection for Quorum's proprietary predictive underwriting model | Critical | Critical-Open | Open | Raised at June 30 session; Meridian took under advisement | QuorumScore™ (USPTO application Serial No. 97/482,116) and all outputs thereof are expressly excluded from any Meridian rights — no license-back, no revenue share, no 'sufficient transformation' requirement; QuorumScore blends Meridian credit data with Quorum's own first-party claims, policy, and telematics data | No product-specific carve-outs; all Derived Data treated uniformly under Article VII | If Article VII compromise achieved, QuorumScore should be explicitly named as a 'Transformed Output' exempt from Meridian restrictions | Wendy Schultz | Rajesh Anand / Diane Lowell | 2023-06-30 | Draft explicit QuorumScore carve-out language for inclusion in revised Article VII; coordinate with Angela Firth at Caldwell & Strauss LLP (Quorum's regular IP counsel) on broader IP protection strategy | See QuorumScore IP Protection Strategy memo (Jun. 2023) |
| 51 | Article VII — Section 7.7 | Derived Data & IP Ownership | Blended risk score outputs — treatment of scores that blend Meridian data with Quorum first-party data and third-party data from other vendors | High | Open | Open | Discussed at June 30 session; Meridian position unchanged | Blended scores are Quorum's proprietary outputs; Meridian data is one of many inputs and does not dominate | Any score incorporating Meridian data is Derived Data subject to Article VII restrictions | Include blended scores in 'Transformed Outputs' tier if objective de-identification criteria are met | Omar Siddiqui | Rajesh Anand | 2023-06-30 | Address in Article VII framework paper | Related to Issue #49 (ML model outputs) |
| 52 | Article VII — Section 7.8 | Derived Data & IP Ownership | Audit rights for Meridian to verify compliance with Derived Data restrictions and transformation standards | Medium | Open | Open | Discussed briefly at June 30 session | Quorum accepts reasonable audit right (annual, at Meridian's cost, 30 days' notice) to verify compliance with agreed transformation/de-identification criteria | Meridian demands quarterly audit right at Quorum's cost with unlimited scope | Annual audit at Meridian's cost; scope limited to Derived Data compliance; qualified independent auditor mutually agreed | Omar Siddiqui | Rajesh Anand | 2023-06-30 | Draft audit rights clause for Derived Data compliance |
| 53 | Section 11.1 — Data Security | Data Security & Privacy | Encryption standards: data at rest (AES-256) and data in transit (TLS 1.2+) | High | Agreed | Agreed | No change | AES-256 at rest; TLS 1.2 or higher in transit | Agreed | N/A — Agreed | David Cartwright | Claudia Reeves / Priya Nair | 2023-01-18 | None — closed | Incorporated into DSA |
| 54 | Section 11.2 — Data Security | Data Security & Privacy | Access control: role-based access control (RBAC), multi-factor authentication (MFA), and least-privilege principle | High | Agreed | Agreed | No change | RBAC with MFA for all access; least-privilege principle; quarterly access reviews | Agreed | N/A — Agreed | David Cartwright | Claudia Reeves | 2023-01-18 | None — closed |
| 55 | Section 11.3 — Data Security | Data Security & Privacy | Data breach notification: 48 hours from discovery by either party | High | Agreed | Agreed | No change | 48 hours from discovery | Agreed | N/A — Agreed | David Cartwright | Claudia Reeves | 2023-01-18 | None — closed | See incident response & breach notification memo (Feb. 2023); aligns with 23 NYCRR 500 |
| 56 | Section 11.4 — Data Security | Data Security & Privacy | Security certifications required: Meridian — SOC 2 Type II, ISO 27001; Quorum — SOC 2 Type II | High | Agreed | Agreed | No change | Both parties maintain SOC 2 Type II; Meridian additionally ISO 27001 | Agreed | N/A — Agreed | David Cartwright / Lisa Johannsen | Claudia Reeves | 2023-01-18 | None — closed | Certifications verified; included in DSA |
| 57 | Section 11.5 — Data Security | Data Security & Privacy | Sub-processor management: Meridian's obligation to ensure sub-processors comply with DSA standards | High | Agreed | Agreed | No change | Meridian responsible for sub-processor compliance; must notify Quorum of new sub-processors 30 days in advance; Quorum has objection right | Agreed | N/A — Agreed | David Cartwright | Claudia Reeves | 2023-03-09 | None — closed |
| 58 | Section 11.6 — Data Security | Data Security & Privacy | Sub-processor audit scope — whether Quorum may audit Meridian's sub-processors directly | Medium | Open | Open | Narrowed at June 30 session; Meridian prefers SOC 2 reports in lieu of direct audit | Quorum may audit sub-processors directly upon reasonable notice | Quorum may review sub-processor SOC 2 Type II reports but may not conduct direct audits | Quorum accepts SOC 2 reports as default; direct audit right triggered only upon material data security incident involving the sub-processor | David Cartwright / Lisa Johannsen | Claudia Reeves | 2023-06-30 | Draft conditional audit right clause | Minor open point; near resolution |
| 59 | Section 12.1 — FCRA | FCRA / GLBA Compliance | FCRA permissible purpose certification — Quorum's certification of permissible purpose for each data request | High | Agreed | Open | Agreed at March 9 session | Quorum certifies permissible purpose per FCRA §604(a)(3)(C) (insurance underwriting) for each consumer data request | Agreed; certification schedule attached as exhibit | N/A — Agreed | David Cartwright | Claudia Reeves | 2023-03-09 | None — closed | FCRA Permissible Purpose Certification schedule finalized |
| 60 | Section 12.2 — FCRA | FCRA / GLBA Compliance | FCRA adverse action notice obligations — responsibility allocation between Quorum and Meridian | Medium | Agreed | Agreed | No change | Quorum solely responsible for adverse action notices to consumers; Meridian provides required data source identification | Agreed | N/A — Agreed | David Cartwright | Claudia Reeves | 2023-01-18 | None — closed |
| 61 | Section 12.3 — GLBA | FCRA / GLBA Compliance | GLBA safeguard provisions — both parties' obligations under GLBA Safeguards Rule | High | Agreed | Open | Agreed at March 9 session | Both parties comply with GLBA Safeguards Rule; mutual representations of compliance | Agreed | N/A — Agreed | David Cartwright | Claudia Reeves | 2023-03-09 | None — closed |
| 62 | Section 12.4 — FCRA | FCRA / GLBA Compliance | FCRA dispute handling procedures — obligations upon consumer disputes | Medium | Agreed | Agreed | No change | Meridian handles consumer disputes regarding Licensed Data accuracy; Quorum cooperates and provides information as needed | Agreed | N/A — Agreed | David Cartwright | Claudia Reeves | 2023-01-18 | None — closed |
| 63 | DPA Section 1 | CCPA/CPRA & Data Processing | CCPA/CPRA classification of parties: Meridian as 'business' and Quorum as 'business' (not service provider) for consumer data | Medium | Agreed | Agreed | No change | Both parties are 'businesses' under CCPA/CPRA; neither is a 'service provider' to the other | Agreed | N/A — Agreed | David Cartwright / Lisa Johannsen | Claudia Reeves | 2023-03-09 | None — closed |
| 64 | DPA Section 2 | CCPA/CPRA & Data Processing | Consumer opt-out handling: procedures for processing CCPA/CPRA opt-out requests received by either party | Medium | Agreed | Open | Agreed at March 9 session | Each party processes opt-out requests it receives; mutual notification within 5 business days; Meridian removes consumer data from feeds within 30 days of verified opt-out | Agreed | N/A — Agreed | Lisa Johannsen | Claudia Reeves | 2023-03-09 | None — closed |
| 65 | DPA Section 3 | CCPA/CPRA & Data Processing | Data retention limitations under CCPA/CPRA — retention periods for consumer personal information | Medium | Agreed | Agreed | No change | Retain consumer PI only as long as necessary for Permitted Purpose; maximum 7-year retention for raw Licensed Data; subject to termination provisions | Agreed | N/A — Agreed | Lisa Johannsen | Claudia Reeves | 2023-03-09 | None — closed |
| 66 | DPA Section 4 | CCPA/CPRA & Data Processing | De-identification standard for Derived Data commercialization — CCPA/CPRA de-identification requirements as applied to Derived Data sold or licensed to third parties | High | Open | Open | Linked to Article VII resolution; cannot finalize without Derived Data definition | De-identification per CCPA §1798.140(m) sufficient for Derived Data commercialization; once de-identified, data is no longer 'personal information' and not subject to CCPA restrictions | Any commercialization of Derived Data incorporating consumer PI must meet CCPA de-identification standard AND Meridian's 'sufficient transformation' standard under Article VII | Align de-identification standard with objective transformation criteria in Article VII framework; single standard serving both CCPA and contractual purposes | Lisa Johannsen / Wendy Schultz | Claudia Reeves / Rajesh Anand | 2023-06-30 | Resolve in conjunction with Article VII framework | Directly linked to Issues #45–52 |
| 67 | Section 10.1 — SLA | Service Level Agreement | Uptime commitment: 99.9% monthly availability for all data feeds and API access; service credits for failures; measurement methodology | High | Agreed | Open | Agreed at June 30 session | 99.9% monthly uptime; tiered service credits; automatic credits without need for claim submission | 99.9% uptime accepted; agreed to Quorum's service credit structure | N/A — Agreed | Patricia Heng / Omar Siddiqui | Priya Nair | 2023-06-30 | None — closed; incorporate into final SLA schedule | See SLA Memorandum (Patricia Heng, Mar. 2023) |
| 68 | Section 13.1 — Insurance | Insurance Requirements | Quorum insurance minimums: $5M CGL per occurrence, $50M cyber liability aggregate | Medium | Agreed | Agreed | No change | $5M CGL; $50M cyber | Agreed | N/A — Agreed | Marcus Weill | Claudia Reeves | 2023-01-18 | None — closed |
| 69 | Section 13.2 — Insurance | Insurance Requirements | Meridian insurance minimums: $5M CGL per occurrence, $25M cyber/tech E&O aggregate | Medium | Agreed | Agreed | No change | $5M CGL; $25M cyber/tech E&O | Agreed | N/A — Agreed | Marcus Weill | Claudia Reeves | 2023-01-18 | None — closed |
| 70 | Section 13.3 — Insurance | Insurance Requirements | Certificate of insurance exchange and additional insured requirements | Low | Agreed | Agreed | No change | Annual certificate exchange; each party named as additional insured on CGL policy | Agreed | N/A — Agreed | Marcus Weill | Claudia Reeves | 2023-01-18 | None — closed |
| 71 | Section 14.1 — Term | Term & Renewal | Initial term: 5 years from effective date | High | Agreed | Agreed | No change | 5-year initial term commencing on effective date | Agreed | N/A — Agreed | Wendy Schultz | Gregory Stahl | 2023-01-18 | None — closed |
| 72 | Section 14.2 — Renewal | Term & Renewal | Auto-renewal mechanism: automatic 2-year renewal terms unless either party provides 180 days' written notice of non-renewal | Medium | Agreed | Agreed | No change | Auto-renewal for successive 2-year terms; 180-day non-renewal notice | Agreed | N/A — Agreed | Wendy Schultz | Gregory Stahl | 2023-01-18 | None — closed |
| 73 | Section 14.3 — Renewal | Term & Renewal | Fee adjustment for renewal terms — escalation mechanism | Medium | Agreed | Agreed | No change | Renewal term fees subject to CPI adjustment per Section 4.7 (if agreed) or negotiation | Agreed in principle; specific escalation rate linked to Issue #23 | N/A — Agreed in principle | Marcus Weill | Thomas Ng | 2023-01-18 | None — closed in principle; specifics depend on Issue #23 | Linked to Issue #23 (fee escalation) |
| 74 | Section 15.1 — Termination | Termination & Post-Termination | Termination for cause: material breach with 60-day cure period | High | Agreed | Agreed | No change | Either party may terminate upon material breach if not cured within 60 days of written notice | Agreed | N/A — Agreed | Wendy Schultz | Gregory Stahl | 2023-01-18 | None — closed |
| 75 | Section 15.2 — Termination | Termination & Post-Termination | Termination for insolvency/bankruptcy | Medium | Agreed | Agreed | No change | Either party may terminate upon the other party's filing for bankruptcy, insolvency, or similar proceedings; subject to Bankruptcy Code §365 protections | Agreed | N/A — Agreed | Marcus Weill / Nathaniel Bower | Gregory Stahl | 2023-01-18 | None — closed |
| 76 | Section 14 — Dispute Resolution | Dispute Resolution | Forum for dispute resolution: court jurisdiction vs. binding arbitration | Critical | Critical-Open | Open | No movement at June 30 session; remains fully open | Exclusive jurisdiction in the U.S. District Court for the Southern District of New York or the Commercial Division of the New York Supreme Court, New York County | Binding arbitration under AAA Commercial Rules, seated in New York, NY, with a three-arbitrator panel | No compromise proposed yet; potentially explore hybrid: arbitration for technical/data disputes, court jurisdiction for IP ownership and injunctive relief | Leonard Cross / Wendy Schultz | Carolyn Whitford / Gregory Stahl | 2023-06-30 | C&H to develop hybrid dispute resolution proposal for client review | Linked to IP ownership disputes under Article VII; Quorum prefers court for precedential IP rulings |
| 77 | Section 14 — Dispute Resolution | Dispute Resolution | Pre-litigation escalation procedure: executive negotiation requirement before formal proceedings | Critical | Critical-Open | Open | Discussed at June 30 session; concept agreed but specifics unresolved pending forum resolution | 30-day executive escalation (GC-to-GC, then CEO-to-CEO) before either party may initiate proceedings | 60-day executive escalation plus mandatory mediation before arbitration | Accept executive escalation concept; duration and mediation details to follow forum agreement | Wendy Schultz | Gregory Stahl | 2023-06-30 | Draft escalation clause once forum issue is resolved | Cannot finalize without agreement on forum |
| 78 | Section 14 — Dispute Resolution | Dispute Resolution | Injunctive relief — right to seek emergency injunctive relief without arbitration/escalation requirement | Critical | Critical-Open | Open | Discussed at June 30 session; concept agreed but procedural specifics unresolved | Either party may seek emergency injunctive relief from any court of competent jurisdiction without exhausting escalation procedures | Injunctive relief available through emergency arbitrator procedure under AAA Rules | If hybrid approach accepted, injunctive relief via court regardless of whether underlying dispute is subject to arbitration | Wendy Schultz | Gregory Stahl | 2023-06-30 | Include in hybrid dispute resolution proposal | Critical for IP protection scenarios under Article VII |
| 79 | Section 15.3 — Termination | Termination & Post-Termination | Return or destruction of raw Meridian data within 90 days of termination | High | Agreed | Agreed | No change | 90-day period for return or destruction of raw Licensed Data; certification of destruction by Quorum officer | Agreed | N/A — Agreed | Lisa Johannsen | Priya Nair / Claudia Reeves | 2023-01-18 | None — closed | Applies only to raw Meridian data; Derived Data treatment is separate issue (#81–82) |
| 80 | Section 15.4 — Termination | Termination & Post-Termination | Post-termination transition assistance: Meridian's obligation to provide reasonable cooperation during data migration off Meridian platform | Medium | Open | Open | Discussed at June 30 session; general concept accepted; specifics under review | Meridian provides 90-day transition assistance at no additional cost; continued data access during transition period | Transition assistance available for 60 days at Meridian's then-current professional services rates | 90-day transition period; first 60 days at no cost; remaining 30 days at reasonable rates | Omar Siddiqui | Priya Nair | 2023-06-30 | Draft transition assistance clause |
| 81 | Section 15.5 — Termination | Termination & Post-Termination | Post-termination treatment of Derived Data — whether Quorum retains, returns, or destroys Derived Data after MDLA expiration/termination | Critical | Critical-Open | Open | Escalated to CRITICAL; directly linked to Article VII resolution | Quorum retains all Derived Data in perpetuity post-termination; Derived Data is Quorum's proprietary asset | All Derived Data must be returned or destroyed within 90 days of termination, same as raw data | Quorum retains Transformed Outputs (per tiered definition) in perpetuity; Direct Derivatives subject to return/destroy within reasonable period; survival of this provision beyond termination | Wendy Schultz | Rajesh Anand | 2023-06-30 | Resolution dependent on Article VII; draft post-termination survival provisions consistent with Derived Data compromise | Destroying Derived Data (including trained ML models and QuorumScore) would be commercially devastating to Quorum; critical path issue |
| 82 | Section 15.6 — Termination | Termination & Post-Termination | Survival of Derived Data commercialization rights post-termination | Critical | Critical-Open | Open | Escalated to CRITICAL; linked to #81 | All rights to commercialize Derived Data survive in perpetuity | No commercialization rights survive termination; all Derived Data rights revert or terminate | Survival rights for Transformed Outputs only; subject to ongoing compliance with de-identification standards | Wendy Schultz | Rajesh Anand / Diane Lowell | 2023-06-30 | Draft survival clause tied to Article VII framework | Critical for QuorumScore B2B licensing revenue continuity |
| 83 | Section 16.1 — Confidentiality | Confidentiality / Publicity | Mutual confidentiality obligations during and after term | Medium | Agreed | Agreed | No change | Standard mutual confidentiality with 5-year survival post-termination; carve-outs for disclosures required by law, regulation, or court order | Agreed | N/A — Agreed | Omar Siddiqui | Gregory Stahl | 2023-01-18 | None — closed | Aligns with mutual NDA (NDA-QIH-MCI-2022-001) |
| 84 | Section 16.2 — Publicity | Confidentiality / Publicity | Publicity restrictions: no press release or public announcement without mutual written consent | Low | Agreed | Agreed | No change | Mutual consent required for any public announcement; each party may disclose relationship in SEC filings as required | Agreed | N/A — Agreed | Omar Siddiqui | Gregory Stahl | 2023-01-18 | None — closed |
| 85 | Conditions Precedent | Corporate / Lender Consents | Standish National Bank lender consent under Section 7.12(b) of Amended and Restated Credit Agreement dated June 15, 2021 — $60M license exceeds $25M IP license threshold by $35M (240% of threshold) | High | Open | Open | Consent request letter sent Nov. 2022; follow-up sent Feb. 2023; no response received; Philip Yardley (Standish relationship manager) indicated informal willingness but formal consent process ongoing | Obtain written consent from Required Lenders via Standish as Administrative Agent | N/A — Standish is not a party to the MDLA negotiation | N/A — consent/waiver must be obtained unilaterally by Quorum from its lender | Marcus Weill / Nathaniel Bower | Gregory Stahl / Carolyn Whitford | 2023-02-28 | Follow up with Philip Yardley at Standish; prepare updated description of MDLA terms for lender consent package once Article VII resolved | See covenant analysis memo (Nov. 2022), structuring alternatives memo (Nov. 2022); draft consent request letter and waiver form prepared; $1.2B revolver facility |
| 86 | Conditions Precedent | Corporate / Lender Consents | Quorum board resolution authorizing execution of MDLA | High | Open | Open | Draft resolution prepared (Harrison Kimble, Board Chair); execution deferred pending resolution of commercial terms | Board resolution to be adopted prior to closing | N/A | N/A | Marcus Weill | Carolyn Whitford | N/A | Finalize board resolution once MDLA terms are settled; schedule board meeting | Draft resolution, officer's certificate, and secretary's certificate templates prepared for future use |
| 87 | Conditions Precedent | Corporate / Lender Consents | Meridian board resolution authorizing execution of MDLA | High | Open | Open | Meridian indicated board authorization will be sought once terms are finalized | Require Meridian officer's certificate confirming board authorization at closing | Board authorization will be obtained; timing depends on finalization of Article VII and other open issues | N/A | Wendy Schultz | Gregory Stahl | 2023-06-30 | Confirm with KP&A that Meridian board authorization is on track |
| 88 | Conditions Precedent | Corporate / Lender Consents | Regulatory approvals or notifications — assessment of whether any state insurance regulatory filings are required | Medium | Agreed | Agreed | No change; confirmed no regulatory filing required | No state insurance regulatory approval required for data license; confirmed by Claudia Reeves with regulators | Agreed; no regulatory filing required | N/A — Agreed | Marcus Weill | Claudia Reeves | 2023-01-18 | None — closed |
| 89 | Section 10.3 — Limitation of Liability | Limitation of Liability | Super-cap for data security breaches and willful misconduct: 3x annual fees ($36.9M) | High | Agreed | Agreed | No change | Super-cap of 3x annual fees for data security breaches and willful misconduct; no cap for fraud | Agreed | N/A — Agreed | Wendy Schultz | Gregory Stahl | 2023-01-18 | None — closed | Based on Yr 2–5 annual fee: $12.3M × 3 = $36.9M |
| 90 | Section 8.5 — Reps & Warranties | Representations & Warranties | Meridian's data-accuracy representation — scope and qualification of Meridian's rep that Licensed Data is accurate, complete, and current | High | Open | Open | Narrowed at June 30 session but not closed; Meridian resists unqualified accuracy rep | Meridian represents that Licensed Data is materially accurate, complete, and current as of the date of delivery, consistent with industry standards for consumer and commercial credit bureaus | Meridian will represent only that it uses commercially reasonable efforts to maintain data accuracy; no representation as to completeness or currency; all data provided 'as is' except as to specified quality metrics in Technical Schedule A | Compromise: Meridian represents data meets defined quality metrics in Technical Schedule A (error rates, freshness thresholds); broader 'as is' for attributes not covered by quality metrics | Wendy Schultz / Omar Siddiqui | Priya Nair / Diane Lowell | 2023-06-30 | Finalize data-quality metrics in Technical Schedule A to serve as objective accuracy benchmark | Linked to indemnification scope (Issue #42) |
| 91 | Section 17.1 — Notices | Miscellaneous / Boilerplate | Notice provisions: addresses, methods of delivery, effectiveness | Low | Agreed | Agreed | No change | Notices by email (with read receipt) and overnight courier to designated addresses; effective upon receipt | Agreed | N/A — Agreed | Omar Siddiqui | Gregory Stahl | 2023-01-18 | None — closed |
| 92 | Section 17.2–17.4 | Miscellaneous / Boilerplate | Assignment, amendments/waivers, counterparts, severability, entire agreement | Low | Agreed | Agreed | No change | No assignment without consent (except to affiliate or successor by merger); amendments in writing only; electronic counterparts accepted; standard severability and entire agreement clauses | Agreed | N/A — Agreed | Omar Siddiqui | Gregory Stahl | 2023-01-18 | None — closed |
| Issue # | MDLA Section | Issue Description | v1.0 Status (Jan 2023) | v2.0 Status (Jul 2023) | Change Description | Date of Change | Triggering Event |
| 8 | Section 1.1 — Definitions | Definition of 'Service Level' — uptime and performance metrics baseline | Open | Agreed | Agreed at June 30 session upon SLA finalization | 2023-06-30 | Third negotiation session (New York) |
| 10 | Section 3.1 | Licensed Data Products specification (MCI Consumer Credit File, MCI CommercialView, MCI AltSignal) | Open | Agreed | Data product specifications and Technical Schedule A finalized at June 30, 2023 session | 2023-06-30 | Third negotiation session (New York) |
| 14 | Section 3.2 | Data delivery methods: SFTP batch and REST API specifications | Open | Agreed | SFTP and API delivery specifications finalized at June 30 session | 2023-06-30 | Third negotiation session (New York) |
| 20 | Section 4.6 / Rider | Most favored nation pricing clause | Open | Critical-Open | Escalated: Meridian formally rejected MFN Apr. 21, 2023; CEO-to-CEO call May 15 inconclusive; Meridian board resolution Aug. 22, 2023 against MFN (influenced by Breckenridge Capital Partners and Whitmore Zanthor IPO strategy); no progress at June 30 session | 2023-06-30 | Multiple: Apr. 21 rejection, May 15 CEO call, board resolution anticipated |
| 21 | Section 4.6 / Rider | Meridian counter: most favored terms (SLA-only) | N/A | Critical-Open | NEW ISSUE: Meridian proposed SLA-only most favored terms as alternative to pricing MFN at June 30 session; Quorum views as commercially meaningless | 2023-06-30 | Third negotiation session (New York) |
| 24 | Section 3.3 | Data format specifications: Parquet, CSV, schema versioning | Open | Agreed | Data format and schema versioning agreed at June 30 session | 2023-06-30 | Third negotiation session (New York) |
| 25 | Section 3.4 | Data refresh frequency and update cadence | Open | Agreed | Refresh cadence agreed at June 30 session — daily for Consumer Credit File and |