MASTER DATA LICENSE AGREEMENT
By and Between
MERIDIAN CREDIT INTELLIGENCE, INC.
and
QUORUM INSURANCE HOLDINGS CORP.
Dated as of November 4, 2022
Prepared by:
CONFIDENTIAL — DRAFT FOR DISCUSSION PURPOSES ONLY This document is a for discussion purposes only and does not constitute a binding offer or commitment by either party. All terms remain subject to further negotiation and execution by authorized representatives of both parties.
MASTER DATA LICENSE AGREEMENT
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MASTER DATA LICENSE AGREEMENT
This Master Data License Agreement (this "Agreement" or "MDLA"), dated as of \\\\\\\\\\\\\\\_, 2022 (the "Effective Date"), is entered into by and between:
MERIDIAN CREDIT INTELLIGENCE, INC., a Georgia corporation, with its principal place of business at 3300 Peachtree Road NE, Suite 2100, Atlanta, Georgia 30326 ("Licensor" or "Meridian");
and
QUORUM INSURANCE HOLDINGS CORP., a Delaware corporation, with its principal place of business at 1200 Atlantic Street, Suite 3400, Stamford, Connecticut 06901 ("Licensee" or "Quorum").
Meridian and Quorum are each referred to herein individually as a "Party" and collectively as the "Parties."
RECITALS
WHEREAS, Meridian is a leading consumer and commercial credit data bureau that owns, compiles, maintains, and licenses proprietary data products, analytics platforms, scoring methodologies, and related data services to a broad range of financial services, insurance, and other industry participants;
WHEREAS, Quorum is a multi-line insurance carrier and insurance-technology platform operator that desires to license certain of Meridian's proprietary data products for use in Quorum's underwriting, claims-fraud detection, analytics, and related insurance operations;
WHEREAS, the Parties have engaged in extensive discussions regarding the scope, terms, and commercial parameters of a data licensing relationship, and Quorum desires to obtain, and Meridian desires to grant, a license to access and use certain of Meridian's proprietary data products under the terms and conditions set forth herein; and
WHEREAS, the Parties desire to set forth the terms and conditions under which Meridian will license to Quorum certain data products identified herein, and to establish the respective rights and obligations of the Parties with respect to the Licensed Data, Derived Data, data security, regulatory compliance, and related matters.
NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
ARTICLE I — DEFINITIONS
Section 1.1 — Defined Terms
As used in this Agreement, the following terms shall have the meanings set forth below:
"Affiliate" means, with respect to any Person, any other Person that directly or indirectly controls, is controlled by, or is under common control with such Person. For purposes of this definition, "control" (including the terms "controlled by" and "under common control with") means the direct or indirect ownership of more than fifty percent (50%) of the voting securities or equivalent ownership interest of a Person, or the power to direct or cause the direction of the management and policies of a Person, whether through ownership of voting securities, by contract, or otherwise.
"Agreement" means this Master Data License Agreement, together with all Schedules, Exhibits, and Addenda attached hereto and incorporated herein by reference, as any of the foregoing may be amended, modified, or supplemented from time to time in accordance with the terms hereof.
"Alternative Data" means utility payment data, telecommunications payment data, rental payment data, and similar non-traditional credit data provided under the MCI AltSignal™ product, as further described in Technical Schedule A.
"Authorized Purpose" has the meaning set forth in Section 2.3.
"Authorized Users" means Licensee's employees, contractors, and agents who (a) are bound by written confidentiality obligations no less restrictive than those set forth in Article VI of this Agreement, (b) have been properly trained on the handling and use of Licensed Data in accordance with the Regulatory Requirements and the Data Security Addendum, and (c) require access to the Licensed Data in order to fulfill the Authorized Purpose on behalf of Quorum.
"Batch Delivery" means the delivery of Licensed Data via secure file transfer protocol (SFTP) in accordance with the file formats, naming conventions, encryption requirements, delivery windows, and other delivery specifications set forth in Technical Schedule A.
"Business Day" means any day other than a Saturday, Sunday, or a day on which national banking institutions in New York, New York or Atlanta, Georgia are authorized or required by law or executive order to close.
"Commercial Credit Data" means commercial credit information on businesses, including business tradeline data, business credit scores, payment history, public record filings, and related commercial credit information, provided under the MCI CommercialView™ product, as further described in Technical Schedule A.
"Confidential Information" has the meaning set forth in Section 6.1.
"Consumer Credit Data" means consumer tradeline data, consumer credit-file data, credit scores, payment histories, public record information, inquiry data, and related consumer credit information provided under the MCI Consumer Credit File™ product, as further described in Technical Schedule A.
"Data Breach" has the meaning set forth in Section 8.5.
"Data Security Addendum" or "DSA" means the Data Security Addendum attached hereto as Exhibit C and incorporated herein by reference, which sets forth the detailed data security obligations of the Parties.
"Derived Data" means any data, dataset, database, score, index, model, algorithm, analytical output, report, or other information or work product that is created, compiled, generated, by Licensee or any third party on Licensee's behalf,
"Dispute" has the meaning set forth in Section 14.2.
"Effective Date" means the date first written above in the preamble of this Agreement.
"FCRA" means the Fair Credit Reporting Act, 15 U.S.C. § 1681 et seq., as amended from time to time, together with all rules, regulations, and official guidance promulgated thereunder, including regulations issued by the Consumer Financial Protection Bureau.
"Feedback" has the meaning set forth in Section 7.5.
"Force Majeure Event" has the meaning set forth in Section 15.8.
"GLBA" means the Gramm-Leach-Bliley Act, 15 U.S.C. § 6801 et seq., as amended from time to time, together with all rules, regulations, and official guidance promulgated thereunder, including Regulation P (12 CFR Part 1016) and the FTC Safeguards Rule (16 CFR Part 314).
"Implementation Fee" means the one-time implementation and integration fee set forth in Section 5.3.
"Implementation Period" means the six (6) month period commencing on the Effective Date during which technical integration, configuration, testing, and validation of Licensed Data feeds will occur in accordance with Section 3.2.
"intellectual Property" or "IP" means all intellectual property rights of any kind or nature, whether registered or unregistered, including patents, patent applications, copyrights, copyright registrations and applications, trademarks, service marks, trade names, trade dress, domain names, trade secrets, know-how, database rights, mask work rights, moral rights, rights of publicity, and all other intellectual property rights recognized under the laws of any jurisdiction worldwide, together with all applications, registrations, renewals, extensions, continuations, divisions, reissues, and re-examinations related thereto.
"License Fee" means the fees set forth in Section 5.1 and Schedule B attached hereto.
"Licensed Data" means, collectively, the Consumer Credit Data, Commercial Credit Data, and Alternative Data delivered by Meridian to Quorum under this Agreement, as further described in Technical Schedule A attached hereto. For the avoidance of doubt, Licensed Data includes all updates, refreshes, corrections, and supplements to such data delivered by Meridian during the Term.
"Licensed Data Products" means the specific Meridian data products licensed hereunder, as identified in Technical Schedule A, consisting of: (i) MCI Consumer Credit File™; (ii) MCI CommercialView™; and (iii) MCI AltSignal™.
"Licensor IP" means all intellectual Property owned by or licensed to Meridian in and to the Licensed Data, the Licensed Data Products, Meridian's databases, data compilation and aggregation systems, data processing methodologies, scoring models, algorithms, analytical tools, trademarks, service marks, trade names, and all derivatives, modifications, enhancements, improvements, and extensions thereof, whether existing as of the Effective Date or developed or acquired by Meridian during or after the Term.
"MCI AltSignal™" means Meridian's alternative data product encompassing approximately eighty-five million (85,000,000) consumer alternative-data records, including utility payment data, telecommunications payment data, rental payment data, and other non-traditional credit-related consumer data, as more fully described in Technical Schedule A.
"MCI CommercialView™" means Meridian's commercial credit data product encompassing approximately forty-two million (42,000,000) business records, including business tradelines, payment histories, public filings, business credit scores, and related commercial credit information, as more fully described in Technical Schedule A.
"MCI Consumer Credit File™" means Meridian's full-file consumer tradeline data product encompassing approximately three hundred ten million (310,000,000) consumer records, including consumer tradelines, credit-file information, credit scores, payment histories, public record information, inquiry data, and related consumer credit information, as more fully described in Technical Schedule A.
"Overage Rate" has the meaning set forth in Section 5.2.
"Permitted Sublicensee" — Intentionally reserved. No sublicensing is permitted except as expressly provided in Section 2.5 of this Agreement.
"Person" means any individual, corporation, partnership, limited liability company, limited partnership, trust, estate, unincorporated organization, association, governmental entity (whether federal, state, local, or foreign), or any other legal entity of any kind.
"Quarterly Installment" has the meaning set forth in Section 5.4.
"Real-Time API" means the delivery of Licensed Data via Meridian's representational state transfer (REST) application programming interface in accordance with the endpoint specifications, authentication protocols, rate limits, latency standards, and response formats set forth in Technical Schedule A and the SLA.
"Records" means individual data records within the Licensed Data Products, measured as discrete consumer records or business records, as applicable, in accordance with Meridian's standard record-counting methodology as described in Technical Schedule A.
"Regulatory Requirements" means all applicable federal, state, and local laws, regulations, rules, orders, directives, and guidance, including without limitation the FCRA, the GLBA, the California Consumer Privacy Act of 2018, as amended by the California Privacy Rights Act of 2020 (collectively, the "CCPA/CPRA"), all applicable state data breach notification laws, all applicable state insurance data-security regulations (including without limitation 23 NYCRR 500 and the Connecticut Insurance Data Security Law), and all other applicable requirements governing the collection, receipt, storage, processing, use, disclosure, and destruction of consumer and commercial data.
"SLA" means the Service Level Agreement attached hereto as Exhibit D and incorporated herein by reference.
"Technical Schedule A" means the data delivery specifications schedule attached hereto as Schedule A and incorporated herein by reference.
"Term" has the meaning set forth in Section 12.1.
"Volume Tier" has the meaning set forth in Section 5.2.
Section 1.2 — Rules of Construction
In this Agreement, unless the context otherwise requires:
(a) The headings and captions of Articles, Sections, and sub-Sections are inserted for convenience of reference only and shall not affect the meaning, interpretation, or construction of this Agreement.
(b) Words importing the singular shall include the plural and vice versa, and words importing a specific gender shall include all genders.
(c) The word "including" (and its grammatical variations) means "including without limitation" and shall not be construed to limit any general statement that it follows to the specific or similar items or matters immediately following it.
(d) References to any statute, law, or regulation shall be deemed to refer to such statute, law, or regulation as amended, supplemented, or replaced from time to time, and to any rules, regulations, and official guidance promulgated thereunder.
(e) All references to "dollars" or "$" mean the lawful currency of the United States of America.
(f) The words "herein," "hereof," "hereunder," and words of similar import refer to this Agreement as a whole and not to any particular Article, Section, or provision hereof.
(g) References to any agreement, document, or instrument mean such agreement, document, or instrument as amended, restated, supplemented, or modified from time to time in accordance with its terms and, where applicable, the terms hereof.
(h) The words "shall" and "will" are used interchangeably and have the same meaning as imperative obligations.
ARTICLE II — GRANT OF LICENSE
Section 2.1 — License Grant
Subject to the terms and conditions of this Agreement, including Quorum's timely payment of all fees due hereunder and compliance with all restrictions and obligations set forth herein, Meridian hereby grants to Quorum a non-exclusive, non-transferable (except as expressly provided in Section 15.4), limited license during the Term to access, receive, store, and use the Licensed Data solely for the Authorized Purpose. The license granted herein is limited to Quorum and its Affiliates within the Quorum corporate group that are expressly authorized in accordance with Section 2.6, and does not extend to any joint ventures, strategic partners, portfolio companies (other than wholly-owned subsidiaries that qualify as Affiliates), or other third parties. The license granted under this Section 2.1 is personal to Quorum and may not be shared with, or made available to, any Person other than Authorized Users in accordance with this Agreement.
Section 2.2 — Reserved Rights
Meridian expressly reserves all rights in and to the Licensed Data, the Licensed Data Products, and the Licensor IP not expressly granted to Quorum in this Agreement. No implied licenses are granted by Meridian under this Agreement, whether by estoppel, implication, exhaustion, or otherwise. Without limiting the generality of the foregoing, nothing in this Agreement shall be construed to restrict, limit, or impair Meridian's right to license, sell, distribute, or otherwise make available the Licensed Data, the Licensed Data Products, or any other data, products, or services to any other Person, on any terms and conditions that Meridian deems appropriate in its sole discretion, including to Quorum's competitors, customers, or other Persons operating in the insurance industry or any other industry.
Section 2.3 — Authorized Purpose
As used in this Agreement, "Authorized Purpose" means the internal use of Licensed Data by Quorum and its Affiliates solely for the following purposes:
(a) automated underwriting and risk assessment in connection with the issuance, renewal, modification, and pricing of insurance policies;
(b) claims-fraud detection, investigation, and prevention in connection with insurance claims submitted to or processed by Quorum;
(c) customer propensity scoring, segmentation, and risk-stratification in connection with Quorum's marketing and distribution of insurance products to its own customers and prospective customers;
(d) regulatory compliance and reporting as required by applicable Regulatory Requirements, including state insurance department filings, financial reporting, and actuarial analyses;
(e) internal business analytics, actuarial modeling, loss-ratio analysis, and portfolio management — in each case solely in connection with Quorum's insurance operations across its property and casualty, life, and specialty lines of business.
For the avoidance of doubt, the Authorized Purpose does not include, and Quorum shall not use the Licensed Data for:
(i) the sale, sublicensing, distribution, resale, transfer, or other provision of Licensed Data (or any portion thereof) to any third party, whether on a standalone basis or as part of any other product or service;
(ii) the
(iii) any use of Licensed Data not directly related to Quorum's insurance underwriting, claims-handling, internal analytics operations as described in clauses (a) through above; or
(iv) any use of Licensed Data as a component of, or input to, any product, service, or platform that is made available to third parties, whether on a fee basis or otherwise.
Section 2.4 — Restrictions on Use
Without limiting the generality of the Authorized Purpose or any other restriction set forth in this Agreement, Quorum shall not, and shall ensure that its Affiliates and Authorized Users do not:
(a) reverse-engineer, decompile, disassemble, or otherwise attempt to derive the source code, algorithms, data structures, or proprietary methodologies underlying the Licensed Data Products or any Meridian systems, platforms, or technologies;
(b)
(c) use Licensed Data to create, develop, operate, or offer a credit-reporting product, credit-reporting service, or any product or service that functions as a consumer reporting agency or commercial credit bureau;
(d) permit access to Licensed Data by any Person other than Authorized Users, except as expressly set forth in Section 2.6 with respect to Affiliates;
(e) use Licensed Data for any purpose that does not constitute an Authorized Purpose as defined in Section 2.3;
(f) remove, alter, obscure, or deface any proprietary notices, legends, markings, attributions, copyright notices, trademark notices, or other indicia of origin or ownership affixed to or contained within the Licensed Data or the Licensed Data Products; or
(g) transfer, export, or make available any Licensed Data to any jurisdiction outside of the United States without Meridian's prior written consent.
Section 2.5 —
Section 2.6 — Affiliate Access
Quorum may permit its Affiliates to access and use Licensed Data solely for the Authorized Purpose; provided, however, that:
(a) Quorum shall remain fully responsible and liable for each Affiliate's compliance with all terms and conditions of this Agreement, including all restrictions on use, data security obligations, and confidentiality obligations, and any act or omission of an Affiliate that would constitute a breach of this Agreement if committed by Quorum shall be deemed a breach by Quorum;
(b) each such Affiliate shall be bound by written terms and conditions no less restrictive than those set forth in this Agreement, and Quorum shall provide copies of such written agreements to Meridian upon request;
(c) Quorum shall provide Meridian with a complete and accurate list of all Affiliates that have been granted access to Licensed Data, which list shall be updated and delivered to Meridian no less frequently than annually, and Quorum shall promptly notify Meridian of any additions to or removals from such list; and
(d) upon Meridian's reasonable request, Quorum shall provide evidence of each Affiliate's compliance with the terms and conditions of this Agreement.
ARTICLE III — DATA DELIVERY AND INTEGRATION
Section 3.1 — Data Products and Specifications
The Licensed Data Products, record volumes, refresh frequencies, and delivery methods are described in detail in Technical Schedule A attached hereto and incorporated herein by reference. A summary of the Licensed Data Products is set forth below:
The record volumes set forth in this Section 3.1 and in Technical Schedule A are approximate and are subject to normal fluctuations based on the composition of Meridian's underlying databases. Meridian does not guarantee any minimum record count for any Licensed Data Product, but shall use commercially reasonable efforts to deliver Licensed Data in volumes reasonably consistent with the approximations set forth herein.
Section 3.2 — Implementation Period
The Implementation Period shall commence on the Effective Date and continue for a period of six (6) months. During the Implementation Period, Meridian shall use commercially reasonable efforts to configure data feeds, provide technical documentation, make available technical support resources, and provide such other technical assistance as is reasonably necessary to enable Quorum to integrate the Licensed Data into Quorum's internal systems, platforms, and workflows.
Each Party shall designate a project manager to serve as the primary point of contact and to coordinate all implementation activities during the Implementation Period. Meridian's designated project manager shall be Keith Marlow, Vice President of Enterprise Data Solutions, or such other individual as Meridian may designate by written notice. Quorum's designated project manager shall be
The Parties shall cooperate in good faith during the Implementation Period to establish the technical connectivity, data formatting, file transfer protocols, API integrations, and testing and validation procedures necessary for the delivery and receipt of Licensed Data. Each Party shall devote such personnel and resources as are reasonably necessary to complete the implementation activities in a timely manner. The Parties shall mutually develop and agree upon an implementation plan within thirty (30) days of the Effective Date, which plan shall set forth the key milestones, deliverables, dependencies, and timelines for the implementation activities.
Section 3.3 — Delivery Methods
Licensed Data shall be delivered to Quorum through the following delivery methods, as further specified in Technical Schedule A:
(a) Batch Delivery. Meridian shall deliver Licensed Data via SFTP batch delivery in accordance with the file formats, naming conventions, encryption requirements, delivery windows, and retry procedures set forth in Technical Schedule A. All Batch Delivery files shall be encrypted in accordance with the encryption standards set forth in Section 8.3 and the Data Security Addendum.
(b) Real-Time API. Meridian shall provide Quorum with access to the Real-Time API for MCI Consumer Credit File™ queries, subject to the endpoint specifications, authentication protocols (OAuth 2.0), rate limits, latency standards, response formats (JSON), and other technical requirements set forth in Technical Schedule A and the SLA. Access to the Real-Time API shall be subject to Meridian's standard API terms of service, to the extent not inconsistent with this Agreement.
Section 3.4 — Data Quality
Meridian shall deliver Licensed Data that meets the accuracy, completeness, timeliness, and data-quality standards set forth in Technical Schedule A. Meridian does not warrant that the Licensed Data is, or will be, error-free, but Meridian warrants that it will use commercially reasonable efforts to maintain the quality and integrity of the Licensed Data consistent with industry-standard credit bureau practices and in compliance with applicable Regulatory Requirements.
Data quality acceptance criteria, including completeness thresholds, accuracy standards, freshness requirements, and rejection procedures, are set forth in Technical Schedule A. In the event that any delivery of Licensed Data fails to meet the data quality acceptance criteria, Quorum shall promptly notify Meridian in writing, and Meridian shall use commercially reasonable efforts to re-deliver corrected data within the timeframes specified in Technical Schedule A. Quorum's exclusive remedy for data quality issues shall be the re-delivery of corrected data in accordance with Technical Schedule A and the SLA, subject to any applicable service credits set forth in the SLA.
Section 3.5 — Changes to Data Products
Meridian reserves the right to modify, enhance, update, supplement, or discontinue any Licensed Data Product upon not less than one hundred eighty (180) days' prior written notice to Quorum; provided, however, that any such modification, enhancement, update, or supplement shall not materially diminish the scope, content, or quality of the affected Licensed Data Product below industry-standard levels as reasonably determined by Meridian. In the event that Meridian discontinues any Licensed Data Product, Meridian shall use commercially reasonable efforts to identify and offer a comparable replacement data product to Quorum on commercially reasonable terms. If no comparable replacement is available and the discontinuation materially diminishes the value of the license granted hereunder, Quorum shall be entitled to a pro-rata reduction in License Fees corresponding to the discontinued Licensed Data Product, calculated based on the relative value of the discontinued product as a proportion of the total Licensed Data Products, as reasonably determined by the Parties.
ARTICLE IV — REGULATORY COMPLIANCE
Section 4.1 — FCRA Compliance
Quorum acknowledges and agrees that certain Licensed Data, including Consumer Credit Data delivered under the MCI Consumer Credit File™ product, constitutes "consumer reports" or "consumer report information" as defined under the FCRA. Quorum shall access and use such Consumer Credit Data only for permissible purposes under the FCRA and in strict compliance with all requirements of the FCRA, including the requirements relating to permissible purposes (15 U.S.C. § 1681b), adverse action notices (15 U.S.C. § 1681m), accuracy and dispute resolution (15 U.S.C. § 1681e and § 1681i), and the safeguarding of consumer report information (15 U.S.C. § 1681e(a)).
Quorum hereby certifies that its permissible purpose for accessing Consumer Credit Data under this Agreement is for use in connection with the underwriting of insurance and the review of existing insurance accounts, as permitted under 15 U.S.C. § 1681b(a)(3)(C). Quorum shall execute and deliver to Meridian an FCRA Permissible Purpose Certification in the form attached hereto as Exhibit A prior to receiving any Consumer Credit Data, and shall update such certification promptly in the event of any material change in Quorum's permissible purpose(s).
Quorum shall maintain all records and documentation required by the FCRA in connection with its access to and use of Consumer Credit Data, including records of the permissible purposes for which each access was made, and shall make such records available to Meridian upon reasonable request.
Section 4.2 — GLBA Compliance
Each Party shall comply with all applicable provisions of the GLBA, including Regulation P (12 CFR Part 1016) and the FTC Safeguards Rule (16 CFR Part 314), with respect to the nonpublic personal information of consumers received, processed, or maintained under or in connection with this Agreement. Without limiting the foregoing, each Party shall implement and maintain appropriate administrative, technical, and physical safeguards to protect the security, confidentiality, and integrity of nonpublic personal information in accordance with the GLBA and its implementing regulations.
Section 4.3 — State Privacy Laws (CCPA/CPRA)
Each Party shall comply with the California Consumer Privacy Act of 2018, as amended by the California Privacy Rights Act of 2020 (collectively, the "CCPA/CPRA"), and all other applicable state privacy laws, with respect to the personal information of consumers received, processed, or maintained under or in connection with this Agreement. The Data Processing Agreement attached hereto as Exhibit B sets forth the Parties' respective obligations as to the processing of personal information under applicable state privacy laws, including the Parties' respective roles as "businesses," "service providers," and/or "contractors" (as such terms are defined under the CCPA/CPRA), purpose limitations, restrictions on the sale or sharing of personal information, facilitation of consumer rights requests, and de-identification standards.
Section 4.4 — State Insurance Regulations
Quorum shall comply with all applicable state insurance data-security regulations governing the receipt, storage, processing, use, and protection of consumer and commercial data by insurance licensees, including without limitation:
(a) the Connecticut Insurance Data Security Law (Connecticut General Statutes § 38a-38 et seq.);
(b) the New York Department of Financial Services Cybersecurity Regulation (23 NYCRR Part 500);
(c) the South Carolina Insurance Data Security Act (S.C. Code § 38-99-10 et seq.);
(d) the Ohio Data Protection Act (Ohio Revised Code § 1354.01 et seq.); and
(e) all other applicable state insurance data-security laws and regulations, as such laws and regulations may be enacted, amended, or supplemented from time to time during the Term.
Quorum shall promptly notify Meridian of any material change in the state insurance data-security regulatory landscape that may affect Quorum's obligations under this Agreement or the manner in which Quorum receives, stores, processes, or uses Licensed Data.
Section 4.5 — Permissible Purpose Certification
Prior to the first delivery of Consumer Credit Data under this Agreement, Quorum shall deliver to Meridian a duly executed FCRA Permissible Purpose Certification in the form of Exhibit A attached hereto, certifying the specific permissible purpose(s) for which Consumer Credit Data will be accessed and used by Quorum. The FCRA Permissible Purpose Certification shall be executed by a duly authorized officer of Quorum with knowledge of Quorum's intended uses of Consumer Credit Data.
Quorum shall promptly notify Meridian in writing of any change in the permissible purpose(s) for which Consumer Credit Data is accessed or used, and shall execute and deliver an updated FCRA Permissible Purpose Certification reflecting such changed purpose(s) prior to accessing Consumer Credit Data for any new or modified permissible purpose.
Section 4.6 — Regulatory Cooperation
Each Party shall cooperate in good faith with the other Party to respond to regulatory inquiries, examinations, audits, investigations, or enforcement actions by any governmental or regulatory authority that relate to the Licensed Data, the Licensed Data Products, or the Parties' activities under this Agreement. Such cooperation shall include, without limitation, providing reasonable access to documents, records, and personnel, and participating in joint responses to regulatory inquiries, in each case to the extent permitted by applicable law and subject to the Parties' respective legal privileges.
ARTICLE V — FEES AND PAYMENT
Section 5.1 — License Fees
In consideration of the license granted herein and the rights and obligations of the Parties under this Agreement, Quorum shall pay to Meridian the following License Fees during the Term:
(a) Year 1 (months 1 through 12 of the Term, commencing on the Effective Date): Ten Million Eight Hundred Thousand Dollars ($10,800,000) per annum (equivalent to Nine Hundred Thousand Dollars ($900,000) per month). The Year 1 License Fee reflects the six (6) month Implementation Period during which Quorum may not have full access to all Licensed Data Products and the Parties will be engaged in technical integration and testing activities.
(b) Years 2 through 5 (months 13 through 60 of the Term): Twelve Million Three Hundred Thousand Dollars ($12,300,000) per annum (equivalent to One Million Twenty-Five Thousand Dollars ($1,025,000) per month) for each of Year 2, Year 3, Year 4, and Year 5 of the Term.
(c) Total Aggregate License Fees: The total aggregate License Fees over the five (5) year Initial Term shall be Sixty Million Dollars ($60,000,000), calculated as follows: $10,800,000 (Year 1) + $12,300,000 × 4 (Years 2–5) = $60,000,000.
Section 5.2 — Volume Tiers and Overage Fees
The License Fees set forth in Section 5.1 include a base volume tier (the "Volume Tier") of up to five hundred million (500,000,000) Records per month, measured as the aggregate of consumer and commercial Records across all Licensed Data Products.
In the event that Quorum's aggregate monthly Record volume exceeds five hundred million (500,000,000) Records in any calendar month, Quorum shall pay an overage fee (the "Overage Rate") of $0.003 (three-tenths of one cent) per Record in excess of the Volume Tier. For purposes of calculating overage fees, Record volumes shall be determined by reference to Meridian's standard record-counting methodology as described in Technical Schedule A. Meridian shall provide Quorum with a monthly volume report within fifteen (15) days following the end of each calendar month, setting forth the total number of Records delivered during such month and any overage volumes.
Overage Fees shall be calculated monthly and invoiced by Meridian to Quorum in arrears within thirty (30) days following the end of each calendar month in which an overage occurs. All Overage Fees shall be due and payable within thirty (30) days of the date of Meridian's invoice.
Section 5.3 — Implementation Fee
In addition to the License Fees set forth in Section 5.1, Quorum shall pay to Meridian a one-time implementation and integration fee of One Million Five Hundred Thousand Dollars ($1,500,000) (the "Implementation Fee"). The Implementation Fee shall be due and payable within thirty (30) days of the Effective Date. The Implementation Fee is separate from, and in addition to, the Sixty Million Dollar ($60,000,000) aggregate License Fees set forth in Section 5.1. The Implementation Fee is non-refundable and shall not be credited against any License Fees or other amounts payable under this Agreement.
Section 5.4 — Payment Terms
License Fees shall be payable quarterly in advance as follows:
(a) Year 1 Quarterly Installments: Two Million Seven Hundred Thousand Dollars ($2,700,000) per quarter ($10,800,000 ÷ 4 = $2,700,000) (each, a "Quarterly Installment").
(b) Years 2 through 5 Quarterly Installments: Three Million Seventy-Five Thousand Dollars ($3,075,000) per quarter ($12,300,000 ÷ 4 = $3,075,000) for each quarter during Years 2, 3, 4, and 5 of the Term.
Each Quarterly Installment shall be due and payable on the first Business Day of each calendar quarter during the Term. The first Quarterly Installment shall be due and payable on the first Business Day of the calendar quarter in which the Effective Date falls (or, if the Effective Date falls on the first Business Day of a calendar quarter, on such date). All payments shall be made in United States dollars by wire transfer of immediately available funds to the bank account designated by Meridian in writing.
Section 5.5 — Late Payment
Any amount owed by Quorum under this Agreement that is not paid when due shall bear interest at a rate of , calculated as simple interest on the overdue amount, from the date such amount was originally due until the date such amount is paid in full. The imposition of interest on overdue amounts under this Section 5.5 shall not limit Meridian's rights or remedies with respect to Quorum's failure to make timely payments, including Meridian's right to suspend delivery of Licensed Data upon not less than ten (10) Business Days' written notice to Quorum if any payment remains outstanding for more than thirty (30) days past its due date.
Section 5.6 — Taxes
All License Fees, Overage Fees, Implementation Fees, and other amounts payable by Quorum under this Agreement are exclusive of any and all applicable sales, use, value-added, goods and services, excise, withholding, or similar taxes, duties, or governmental charges (collectively, "Taxes"). Quorum shall be responsible for, and shall pay, all such Taxes arising in connection with this Agreement, excluding any taxes based on Meridian's net income, net worth, or capital imposed by any taxing jurisdiction. If Quorum is required by applicable law to deduct or withhold any Taxes from payments to Meridian, Quorum shall gross up such payments so that Meridian receives the full amount of the payments that would have been due absent such deduction or withholding.
Section —
ARTICLE VI — CONFIDENTIALITY
Section 6.1 — Definition of Confidential Information
"Confidential Information" means all non-public, confidential, or proprietary information disclosed by either Party (the "Disclosing Party") to the other Party (the "Receiving Party") in connection with this Agreement, whether disclosed in writing, orally, electronically, visually, or by any other means, and whether or not marked or designated as "confidential" or "proprietary." Without limiting the generality of the foregoing, Confidential Information includes: (a) the Licensed Data; (b) trade secrets, proprietary algorithms, scoring methodologies, and analytical models; (c) business strategies, plans, and forecasts; (d) pricing, fee structures, and financial terms; (e) customer lists, vendor lists, and partner information; (f) technical specifications, system architectures, and software documentation; (g) the terms and conditions of this Agreement (including all Schedules, Exhibits, and Addenda); and (h) any other information that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure.
Confidential Information does not include information that the Receiving Party can demonstrate by competent written evidence: (i) was publicly known and generally available in the public domain at the time of disclosure by the Disclosing Party; (ii) became publicly known and generally available after disclosure by the Disclosing Party through no act or omission of the Receiving Party; (iii) was already in the Receiving Party's possession at the time of disclosure by the Disclosing Party, without restriction as to use or disclosure; (iv) was obtained by the Receiving Party from a third party who had the right to disclose such information without restriction; or (v) was independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information.
Section 6.2 — Obligations
Each Party, as a Receiving Party, shall:
(a) hold the Disclosing Party's Confidential Information in strict confidence;
(b) not disclose any Confidential Information of the Disclosing Party to any third party except as expressly permitted under this Article VI;
(c) use the Disclosing Party's Confidential Information only for the purposes of exercising its rights or performing its obligations under this Agreement; and
(d) protect the Disclosing Party's Confidential Information using no less than the same degree of care that the Receiving Party uses to protect its own confidential information of like kind, but in no event less than reasonable care.
The obligations of confidentiality set forth in this Article VI shall survive the expiration or termination of this Agreement for a period of five (5) years following such expiration or termination; provided, however, that the obligations of confidentiality with respect to trade secrets shall continue for so long as such information constitutes a trade secret under applicable law.
Section 6.3 — Permitted Disclosures
Notwithstanding the restrictions set forth in Section 6.2, the Receiving Party may disclose Confidential Information of the Disclosing Party:
(a) to Authorized Users and the Receiving Party's officers, directors, and employees who have a need to know such Confidential Information for the purposes of this Agreement and who are bound by confidentiality obligations no less restrictive than those set forth in this Article VI;
(b) to the Receiving Party's professional advisors, including outside legal counsel, accountants, auditors, and financial advisors, who have a need to know such Confidential Information in connection with the services they provide to the Receiving Party and who are bound by professional duties of confidentiality or written confidentiality agreements no less restrictive than those set forth in this Article VI;
(c) as required by applicable law, regulation, subpoena, civil investigative demand, or order of a court or governmental authority of competent jurisdiction; provided, however, that the Receiving Party shall (i) provide prompt written notice to the Disclosing Party of such requirement, to the extent legally permissible, so that the Disclosing Party may seek a protective order or other appropriate remedy, (ii) cooperate with the Disclosing Party in seeking such protective order or other remedy, and (iii) disclose only such Confidential Information as is legally required to be disclosed; and
(d) to the extent reasonably necessary in connection with the exercise of the Receiving Party's rights or the enforcement of the Receiving Party's remedies under this Agreement.
Section 6.4 — Relationship to NDA
This Agreement supersedes the Mutual Non-Disclosure Agreement between the Parties dated August 15, 2022 (Reference No. NDA-QIH-MCI-2022-001) (the "Prior NDA") with respect to the subject matter hereof; provided, however, that the Prior NDA shall continue in effect with respect to Confidential Information exchanged between the Parties prior to the Effective Date to the extent such information is not otherwise covered by this Article VI. In the event of any conflict between the terms of this Article VI and the terms of the Prior NDA with respect to Confidential Information exchanged after the Effective Date, the terms of this Article VI shall control.
Section 6.5 — Residuals
Notwithstanding anything to the contrary in this Article VI, neither Party shall have any obligation under this Article VI with respect to any information that is retained in the unaided memory of its personnel who had rightful access to Confidential Information in the course of performing their duties under or in connection with this Agreement; provided, however, that this Section 6.5 shall not be construed as granting a license under any intellectual Property rights of the Disclosing Party, and the Receiving Party's use of residual information shall remain subject to all restrictions on use, Derived Data provisions, and intellectual Property restrictions set forth in this Agreement.
ARTICLE VII — INTELLECTUAL PROPERTY; DERIVED DATA
Section 7.1 — Licensor IP Ownership
As between the Parties, Meridian retains all right, title, and interest in and to the Licensor IP, including without limitation all intellectual Property rights in and to the Licensed Data, the Licensed Data Products, Meridian's databases, data compilation and aggregation systems, data processing platforms, algorithms, scoring models, analytical methodologies, predictive models, trademarks, service marks, trade names, and all derivatives, modifications, enhancements, improvements, and extensions thereof. Nothing in this Agreement shall be construed to transfer, assign, convey, or vest in Quorum any ownership rights, title, or interest in or to any Licensor IP. The license granted under Article II is a limited license only and does not constitute a sale, assignment, or transfer of any Licensor IP.
Section 7.2 — Derived Data Ownership
Section 7.3 — Restrictions on Derived Data
Section 7.4 —
Section 7.5 — Feedback
To the extent Quorum provides Meridian with any suggestions, enhancement requests, recommendations, ideas, concepts, techniques, comments, corrections, or other feedback regarding the Licensed Data, the Licensed Data Products, Meridian's systems, or Meridian's services (collectively, "Feedback"), Quorum hereby irrevocably assigns to Meridian all right, title, and interest in and to such Feedback, including all intellectual Property rights therein. Meridian shall be free to use, incorporate, modify, commercialize, and otherwise exploit such Feedback for any purpose, without restriction, attribution, accounting, or compensation to Quorum. Quorum acknowledges and agrees that the provision of Feedback is voluntary and that Meridian is under no obligation to implement, use, or respond to any Feedback.
Section 7.6 — Machine-Learning Models
Section 7.7 — No Implied Rights