Extract to table
Pull the structured facts out of a document: parties, dates, amounts, obligations.
Extract to table / initial-draft-reseller-agreement.docx
initial-draft-reseller-agreement.docx
Parties
Harkness LLP
Lumos Analytics Inc
Meridian Data Solutions GmbH
Meridian Data Solutions UK Ltd
Meridian Data Solutions SARL
Dates
FEBRUARY 12, 2024
December 31, 2023
April 1, 2024
March 31, 2029
Amounts
€312
$6,000,000
$30,000,000
$15,000,000
$4,500,000
$1,125,000
$56,250
€5,000,000
€10,000,000
Obligations
" RECITALS WHEREAS, Lumos is the developer, owner, and licensor of the Lumos Prism™ AI-powered financial analytics and risk-modeling software-as-a-service platform (the "Platform" or "Licensed Product"), which provides enterprise-grade financial analytics, predictive modeling, and risk assessment capabilities to financial institutions, corporations, and other organizations worldwide; WHEREAS, Lumos desires to expand the distribution and market penetration of the Licensed Product across the Europe, Middle East, and Africa region (the "EMEA Territory") through a network of qualified channel reseller partners with deep regional expertise, established customer relationships, and the technical and commercial capabilities necessary to support enterprise software deployments in such region; WHEREAS, Meridian is a leading technology channel distribution company operating across the EMEA region, serving as an authorized reseller and value-added distributor for enterprise software vendors, with demonstrated experience in the distribution of SaaS and cloud-based solutions to financial services, insurance, telecommunications, and other regulated industries, and with annual revenues of approximately €312 million for the fiscal year ended December 31, 2023; WHEREAS, Lumos desires to appoint Meridian as a non-exclusive authorized reseller of Lumos Prism™ SaaS subscriptions within the EMEA Territory, and Meridian desires to accept such appointment, subject to the terms and conditions set forth herein; WHEREAS, the Parties wish to set forth the terms governing Meridian's resale of the Licensed Product, including pricing, minimum annual commitments, intellectual property licensing, data protection, cross-border data transfer mechanisms, service levels, and related matters; and NOW, THEREFORE, in consideration of the mutual covenants, agreements, representations, and warranties set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows: Right-click to update Table of Contents ARTICLE 1 — DEFINITIONS As used in this Agreement, the following terms shall have the meanings ascribed to them below
Capitalized terms used but not defined in this Article 1 shall have the meanings assigned to them elsewhere in this Agreement
8 "Effective Date" means April 1, 2024, which is the date on which the rights and obligations of the Parties under this Agreement (other than those that expressly take effect on the Execution Date) shall commence
18 "Holdback Amount" means, with respect to each quarterly payment made by Reseller to Lumos under this Agreement, an amount equal to five percent (5%) of such quarterly payment, which shall be withheld and deposited into the escrow account maintained by the Escrow Agent pursuant to Section 5
27 "Personal Data" shall have the meaning ascribed to the term "personal data" under Article 4(1) of the GDPR, and shall also include "personal data" as defined under the UK GDPR, to the extent applicable
Reseller's appointment shall be effective as of the Effective Date and shall continue throughout the Term unless earlier terminated in accordance with Article 12