Extract to table

Exhibit D to the MSA, as updated by Amendments 1 and 2, establishes the data security obligations that Palomar is required to maintain with respect to Quorum data processed under the agreement

4 imposes a specific and unambiguous notification obligation on Palomar: upon discovering any security incident that affects or may affect Quorum data, Palomar is required to notify Quorum within forty-eight (48) hours of such discovery

Strategic Considerations While the legal analysis supports a strong claim by Quorum, the negotiation strategy must account for a range of commercial, operational, regulatory, and insurance-related considerations

While Quorum's preferred outcome is a negotiated resolution that preserves the relationship, Palomar must understand that termination remains a viable option and that Quorum will exercise that option if Palomar fails to make a meaningful and adequate offer

Any settlement between Quorum and Palomar must be coordinated with Atlas to ensure that the settlement does not prejudice or release Atlas's potential subrogation claim without Atlas's express consent

C, the settlement must be structured to preserve Atlas's subrogation rights, and any necessary consent from Atlas must be obtained before the settlement is finalized