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a corporation organized and existing under the laws of the State of Georgia ("Meridian"), have entered into, or are in the process of negotiating and finalizing, that certain Master Data License Agreement (the "MDLA"), pursuant to which Meridian will license certain data products and data feeds to Quorum for use in Quorum's insurance underwriting, actuarial, risk modeling, and related business operations; WHEREAS, this Appendix VII-A (the "Protocol") is intended to be attached to and incorporated into Article VII of the MDLA, and shall constitute an integral part thereof, governing the specific terms and conditions under which Quorum may commercialize Derived Data (as defined herein) created by Quorum using Licensed Data provided by Meridian; WHEREAS, pursuant to the MDLA, Quorum will receive licensed data products from Meridian, including but not limited to: (a) the MCI Consumer Credit File™, comprising approximately three hundred ten million (310,000,000) consumer records; (b) the MCI CommercialView™, comprising approximately forty-two million (42,000,000) business records; and (c) the MCI AltSignal™, comprising approximately eighty-five million (85,000,000) consumer alternative-data records (collectively, the "Licensed Data," as more fully defined herein and in the MDLA); WHEREAS, Quorum intends to create Derived Data by blending, transforming, and processing Licensed Data with Quorum's proprietary first-party data — including, without limitation, Quorum's claims data, insurance policy data, and telematics data — to produce risk scores, propensity models, enriched datasets, and other analytics outputs for use in Quorum's insurance business and, subject to the terms of this Protocol, for Commercialization to third parties; WHEREAS, the parties wish to establish a clear, objective, and measurable protocol governing the conditions under which Quorum may Commercialize Derived Data to third parties outside Quorum's corporate group, including the criteria for determining when Derived Data has been sufficiently transformed so as to be eligible for such Commercialization; WHEREAS, Article VII of the MDLA provides that Quorum shall own all intellectual property rights in Derived Data, and this Protocol is intended to give effect to that ownership by establishing the permissible scope and conditions of Commercialization; WHEREAS, this Protocol is intended to replace and supersede any subjective "sole discretion" standards previously proposed by either party for determining permissible Commercialization of Derived Data, and to substitute in their place objective, measurable, and scientifically grounded criteria that protect both Meridian's legitimate interest in safeguarding its Licensed Data and Quorum's legitimate interest in realizing the full commercial value of its proprietary analytics and data products; 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 to the following Protocol: SECTION 1: DEFINITIONS For purposes of this Protocol, the following terms shall have the meanings set forth below

Capitalized terms used but not defined in this Protocol shall have the meanings ascribed to them in the MDLA

Notwithstanding the foregoing, Derived Data shall not include Inference Outputs (as defined in Section 1

Nothing in this Protocol shall be construed to limit or condition Quorum's rights with respect to Inference Outputs

For the avoidance of doubt, Quorum's internal use of Derived Data within its corporate group, including use by subsidiaries, affiliates, and joint ventures in which Quorum holds a controlling interest, shall not constitute Commercialization for purposes of this Protocol

The Independent Data Expert shall have no material financial, employment, or consulting relationship with either party (other than the engagement under this Protocol) and shall execute appropriate confidentiality and conflict-of-interest undertakings prior to commencing any review