Extract to table

" This Agreement shall become effective as of April 1, 2024 (the "Effective Date")

RECITALS WHEREAS, Lumos is the developer, owner, and licensor of the AI-powered financial analytics and risk-modeling software-as-a-service platform known as Lumos Prism™ (the "Platform" or "Licensed Product"), which provides enterprise-grade predictive analytics, portfolio risk assessment, stress-testing, and regulatory reporting capabilities to financial institutions, asset managers, insurance companies, and other regulated entities worldwide; WHEREAS, Lumos desires to expand the distribution and market penetration of the Platform in the Europe, Middle East, and Africa region (the "EMEA Territory"), and to engage a qualified and experienced channel partner to assist with such expansion; WHEREAS, Meridian is a technology channel distributor with an established and substantial presence across the EMEA Territory, currently serving as an authorized reseller for over forty (40) enterprise software vendors, with annual revenue of approximately €312,000,000 (three hundred twelve million euros) for the fiscal year ended December 31, 2023 ("FY 2023"), and possessing deep expertise in the distribution of enterprise software solutions to financial services and regulated industry customers throughout the EMEA Territory; WHEREAS, Lumos desires to appoint Meridian, and Meridian desires to be appointed, as a non-exclusive authorized reseller of Lumos Prism™ SaaS subscriptions in the EMEA Territory on the terms and conditions set forth herein; WHEREAS, the Parties wish to set forth the terms governing such appointment, including minimum annual purchase commitments, pricing and payment terms, indemnification obligations, intellectual property rights, data protection and privacy requirements, compliance obligations, and other related matters; and NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows: ARTICLE 1 — DEFINITIONS As used in this Agreement, the following terms shall have the meanings set forth below

Capitalized terms used but not defined in this Article 1 shall have the meanings ascribed to them elsewhere in this Agreement

The list of Restricted Territories shall be deemed automatically updated to reflect changes in applicable sanctions programs

Additional terms may be defined elsewhere in this Agreement, and such definitions shall be equally authoritative

Meridian shall provide Lumos with a copy of each executed sub-distribution agreement within fifteen (15) business days of execution