Email Agent for Contract Negotiations

Dear Asha

I have reviewed the three documents against the Meridian playbook. There are 21 issues in total, of which 9 concern playbook positions that have no fallback.

The principal points are as follows. Payment terms are net 60 in Halcyon's draft. I have revised them to net 45 as agreed by Daniel, and noted in the issues list that the playbook standard is net 30. Liability is uncapped. I have capped it at 12 months of fees, which is the playbook standard, and the playbook permits 18 months as a fallback. The most favored customer clause at 4.3 is a walk-away position under the playbook, so I have deleted it and explained the reason in a margin comment. Audit rights at 12.1 permit audits at any time on 5 business days notice at the supplier's cost. I have revised them to once a year, on 30 days notice, at Halcyon's cost. In the DPA, the deletion period of 7 days is revised to 30 days and the breach notice period of 24 hours is revised to 72 hours, with the reasoning set out in the margin.

Two points require your decision and I have not redlined them. The IP assignment at 8.2 extends to improvements to the platform, and the security addendum requires source code escrow. Both are recorded as open in the issues list.

Leela

Dear Daniel

Bridgeton has made 17 tracked changes. I have accepted 10 of them in the attached redline, pushed back on 5 with the playbook language and a comment to their counsel, and left 2 for Asha's decision.

The 10 accepted are drafting and timing points within the playbook: net 45, a 60-day cure period, notice by email with confirmation, and the like. The 5 pushed back are the audit frequency, the insurance endorsement, the publicity clause, the assignment carve-out for affiliates, and the data deletion period. The 2 for Asha are the liability cap, where Bridgeton proposes 24 months against a playbook fallback of 18, and clause 8.2, where their change would assign improvements to the platform. Both are open on the issues list with the text quoted.

Leela

Dear Daniel

Kestrel gets a say. Clause 24.1 of the Kestrel MSA treats a change of control of Meridian as an assignment, and assignment requires Kestrel's prior written consent. An acquisition by Harrier would therefore need Kestrel's consent for the agreement to continue, and the clause does not say that consent may not be unreasonably withheld.

On pricing, clause 8.3 locks the fees for 24 months from the Effective Date of 10 June 2024, so the lock ran to 10 June 2026 and has now expired. The agreement does not say what happens to pricing after the lock, beyond the general renewal terms in clause 8.

Leela

Dear Priya

The summary is attached. One provision is unusual. The drag-along at 9.3 can be triggered by holders of 55 percent, which is below the 75 percent threshold for reserved matters at 6.1, so a sale can be forced by a group that could not pass a reserved matter.

Leela

Dear Marcus

The repaired document is attached. The numbering is continuous from clause 9 and the 14 cross references that pointed to the wrong section now point to the right one. Service Provider is Supplier throughout, in the definitions, the body and the schedules. No other text has changed, and every edit is tracked.

Leela