Extract to table

The redline should address each of the issues identified in this memorandum, with the Priority 1 issues treated as threshold matters that must be resolved before the parties proceed to negotiate the balance of the agreement

6 of the Meridian form MDLA provides that any amounts not paid when due shall accrue interest at a rate of 1

• Overage Rate: For each record consumed in excess of the 500 million base tier threshold in any given month, Quorum is required to pay an additional per-record fee of $0

Meridian's complete omission of any MFN provision from its form MDLA was not unexpected but is nonetheless a critical gap that must be addressed in Quorum's redline

4(b) provides that Quorum must submit a written request to Meridian's Chief Data Officer, accompanied by a detailed technical description of the Derived Data and the transformation methodology, and that Meridian shall have sixty (60) days to review and approve or reject the request

It is, in our view, a deal-breaking provision that must be fundamentally revised