Common use of Change Request Clause in Contracts

Change Request. LLC or DBS can request a change in the scope of work or any other part of the Project at any time ("Change Request") with respect to the part of the System relating solely to the CBOT Group and the part of the System which is shared by the CBOT Group and the Eurex Group. The Eurex Entities or DBS can request a change in the scope of work or any other part of the Project at any time with respect to the part of the System relating solely to the Eurex Group (see, Schedule 2.1). A Change Request will be in writing and will follow a format which DBS and LLC or the Eurex Entities, respectively, will agree without undue delay. Each of DBS and LLC or the Eurex Entities, respectively, will provide each of the other of them and members of the LLC Group with a copy of all proposed and final Change Requests without undue delay. A Change Request must contain sufficient information to enable the addressee to reasonably evaluate the Change Request including particularly: . description of the change (including specifications, test procedures, date of completion etc.), . reasons for the change, . additional resources required to implement the change (including any proposed subcontractors other than Freelancers), . impact on other Deliverables and Services, including Deliverables and Services under the Master Software Development Agreement, . impact on service levels, . cost impact of the change and allocation of responsibility for increased costs or benefits from reduced costs; if appropriate, the Change Request will contain either a time and materials price scheme or a fixed price for the additional work together with a payment schedule. If the party submitting a Change Request cannot reasonably provide sufficient information under the above categories using the party's own resources, the submitting party can require the other party or parties to assist in providing the missing information without undue delay. If a Change Request initiated by LLC or the Eurex Entities requires DBS to expend more than one man day in order to complete the information, DBS can charge for its work on a "time and materials" basis if DBS has informed LLC or the Eurex Entities, respectively, in advance that it intends to charge for such efforts. DBS will not charge if one man day or less is required to complete the information. A Change Request will become binding when it has been signed by both LLC and DBS or the Eurex Entities and DBS, respectively. LLC and DBS or the Eurex Entities and DBS, respectively, will evaluate Change Requests without undue delay. No party is under an obligation to perform work under a Change Request prior to the Change Request having been signed; the costs for performing any such work prior to signing will be borne by the party performing the work. LLC or the Eurex Entities, respectively, can require DBS to accept a Change Request if (i) the Change Request is related to their part of the System provided that LLC will give instructions as to the shared part of the System, and (ii) LLC or the Eurex Entities, respectively, have agreed to compensate DBS for the work under the Change Request in accordance with the then-applicable DBS Catalogue of Prices (see, Clause 9.2). DBS cannot require LLC or the Eurex Entities, as applicable, to accept a Change Request. DBS will treat Change Requests and instructions proposed for the CBOT Group no less favorably than DBS treats those submitted for the LLC or the Eurex Entities, respectively. An Operating Party can also submit a Change Request under this Clause or an instruction under Clause 3.2 as a Change Request. The submission of a Change Request or an instruction must comply with the Change Request procedure, whereby the Change Request or instruction will become binding when it has been signed by one or more authorized officers of the Operating Party without the LLC Program Managers having to sign it. Such a Change Request or instruction cannot be to the detriment of another party which does not sign the Change Request. In the case of a Change Request or an instruction which is to the detriment of a party, all affected parties (including DBS) will use their commercially reasonable best efforts to achieve a work around. The other provisions governing Change Requests and the pertinent provisions of this Agreement apply, mutatis mutandis.

Change Request. LLC or DBS can request a change in the scope of work or any other part of the Project at any time ("Change Request") with respect to the part of the System relating solely to the CBOT Group and the part of the System which is shared by the CBOT Group and the Eurex Group. The Eurex Entities or DBS can request a change in the scope of work or any other part of the Project at any time with respect to the part of the System relating solely to the Eurex Group (see, Schedule 2.1). A Change Request will be in writing and will follow a format which DBS and LLC or the Eurex Entities, respectively, will agree without undue delay. Each of DBS and LLC or the Eurex Entities, respectively, will provide each of the other of them and members of the LLC Group with a copy of all proposed and final Change Requests without undue delay. A Change Request must contain sufficient information to enable the addressee to reasonably evaluate the Change Request including particularly: . description of the change (including specifications, test procedures, date of completion completion, etc.), . reasons for the change, . additional resources required to implement the change (including any proposed subcontractors other than Freelancers), . impact on other Deliverables and Services, including Deliverables and Services under the Master Software Development Agreementtime frame for completion of affected Deliverables, . impact on service levels, particularly with regard to the service levels established under the Systems Operations Agreement, . cost impact of the change and allocation of responsibility for increased costs or benefits from reduced costs; if appropriate, the Change Request will contain either a time and materials price scheme or a fixed price for the additional work together with a payment schedule. If the party submitting a Change Request cannot reasonably provide sufficient information under the above categories using the party's own resources, the submitting party can require the other party or parties to assist in providing the missing information without undue delay. If a Change Request initiated by LLC or the Eurex Entities requires DBS to expend more than one man day in order to complete the information, DBS can charge for its work on a "time and materials" basis if DBS has informed LLC or the Eurex Entities, respectively, in advance that it intends to charge for such efforts. DBS will not charge if one man day or less is required to complete the information. A Change Request will become binding when it has been signed by both LLC and DBS or the Eurex Entities and DBS, respectively. LLC and DBS or the Eurex Entities and DBS, respectively, will evaluate Change Requests without undue delay. No party is under an obligation to perform work under a Change Request prior to the Change Request its having been signed; the costs for performing any such work prior to signing will be borne by the party performing the work. LLC or the Eurex Entities, respectively, can require DBS to accept a Change Request if (i) the Change Request is related to their part JV Release 1.0 or subsequent versions of the System provided that LLC will give instructions as to the shared part of the SystemEurex Software, and (ii) LLC or the Eurex Entities, respectively, have has agreed to compensate DBS for the work under the Change Request in accordance with the then-applicable DBS Catalogue of Prices (see, Clause 9.2). DBS cannot require LLC or the Eurex Entities, as applicable, to accept a Change Request. DBS will treat Change Requests and instructions proposed for the CBOT Group no less favorably than DBS treats those submitted for the LLC or the Eurex Entities, respectively. An Operating A Development Party can also submit a Change Request under this Clause or submitting an instruction under Clause 3.2 as a Change Request. The submission of a Change Request 3.2.1 or an instruction 3.2.2 must comply with the Change Request procedure, whereby the . The Change Request or instruction will become binding when it has been signed by one or more authorized officers of the Operating Development Party without the LLC Program Managers having to sign it. Such a Change Request or instruction cannot be to the detriment of another party which does not sign the Change Request. In the case of a Change Request or an instruction which is to the detriment of a party, all affected parties (including DBS) will use their commercially reasonable best efforts to achieve a work around. The other provisions governing Change Requests and the pertinent provisions of this Agreement apply, mutatis mutandis. DBS will treat Change Requests and instructions proposed by the CBOT Group no less favorably than DBS treats those submitted by the LLC or the Eurex Entities, respectively.

Change Request. LLC Ceres or DBS can DBAG may request a change in the scope of work or any other part of the Project Maintenance Services at any time ("Change Request") with respect to ). The Change Requests listed in Schedule 4.4 have been agreed under the part of the System relating solely to the CBOT Group and the part of the System which is shared Master Software Development Agreement by the CBOT Group parties to such agreement and the Eurex Group. The Eurex Entities or DBS can request a change in the scope of work or any other part of the Project at any time with respect shall be deemed Change Requests pursuant to the part of the System relating solely to the Eurex Group (see, Schedule 2.1). this Agreement. 4.4.1 A Change Request will be in writing and will follow a format which DBS and LLC or the Eurex Entities, respectively, will agree without undue delayto be provided by DBAG. Each of DBS and LLC or the Eurex Entities, respectively, will provide each of the other of them and members of the LLC Group with a copy of all proposed and final Change Requests without undue delay. A Change Request must contain sufficient information to enable the addressee recipient to reasonably evaluate the Change Request including particularly: . a description of the change (including specifications, test procedures, date of completion etc.), . reasons for the change, . additional resources required to implement the change (including any proposed subcontractors other than Freelancers), . impact on other Deliverables and Services, including Deliverables and elements of the Maintenance Services under or work to be performed by DBS within the Master Software Development scope of the New Systems Operations Agreement, . impact on service levelslevels established under the New Systems Operations Agreement, . cost impact of the change and allocation of responsibility for increased costs or benefits from reduced costs; if appropriate, the Change Request will contain either a time and time-and-materials Software Maintenance Agreement - Final price scheme or a fixed price for the additional work together with a payment schedule. . 4.4.2 If the party submitting a Change Request cannot reasonably provide sufficient information under the above categories using the party's own resources, the submitting party can may require the other party or parties to assist in providing the missing information without undue delay. If a Change Request initiated by LLC or the Eurex Entities Ceres requires DBS DBAG to expend more than one man man-day in order to complete the information, DBS DBAG can charge for its the work on a "time and time-and-materials" basis if DBS DBAG has informed LLC or the Eurex Entities, respectively, Ceres in advance that it intends to charge for such efforts. DBS DBAG will not charge if one man man-day or less is required to complete the information. 4.4.3 The parties recognize that there may be various solutions to each Change Request. A DBAG will propose solutions that it reasonably believes will best meet the needs of Ceres while complying with the defined scope of work. If Ceres rejects a proposed solution that meets all of the requirements of this Agreement in favor of an alternative, DBAG will inform Ceres, in writing within two weeks of receipt of the alternative proposal about any anticipated increased costs or delay and, if appropriate, additional resources which are required, as well as all anticipated problems with the solution selected by Ceres such as impact on service levels. If the parties cannot reach agreement at the operational level Ceres may, at its own risk, insist on its alternative solution. In this event, DBAG will, subject to Section 4.4.5, be obliged to perform the work on the alternative solution once a corresponding Change Request will become binding when it Request, in which Ceres agrees to compensate DBAG for such work on a time-and- materials basis, has been signed by both LLC and DBS or the Eurex Entities and DBS, respectivelyCeres. LLC and DBS or the Eurex Entities and DBS, respectively, will evaluate Change Requests without undue delay. No party is under an The obligation of DBAG to perform work under such a Change Request prior is subject to the condition precedent that DBAG has reasonable access to the additional resources set forth in the notice submitted to Ceres under the third sentence of this Section 4.4.3. 4.4.4 Any Change Request by either DBAG or Ceres shall be communicated to the designated recipient of the Change Request having been signed; through the costs for performing any such work prior to signing will be borne by the party performing the work. LLC or the Eurex Entities, respectively, can require DBS to accept a Change Request if (i) the Change Request is related to their part of the System provided that LLC will give instructions as to the shared part of the System, and (ii) LLC or the Eurex Entities, respectively, have agreed to compensate DBS for the work under the Change Request in accordance with the then-applicable DBS Catalogue of Prices (see, Clause 9.2). DBS cannot require LLC or the Eurex Entities, as applicable, to accept a Change Request. DBS will treat Change Requests and instructions proposed for the CBOT Group no less favorably than DBS treats those submitted for the LLC or the Eurex Entities, respectively. An Operating Party can also submit a Change Request under this Clause or an instruction under Clause 3.2 as a Change Request. The submission of a Change Request or an instruction must comply with the Change Request procedure, whereby the Change Request or instruction will become binding when it has been signed by one or more authorized officers of the Operating Party without the LLC Program Managers having to sign it. Such a Change Request or instruction cannot be to the detriment of another party which does not sign the Change Request. In the case of a Change Request or an instruction which is to the detriment of a party, all affected parties (including DBS) will use their commercially reasonable best efforts to achieve a work around. The other provisions governing Change Requests and the pertinent provisions of this Agreement apply, mutatis mutandis.Eurex

Change Request. LLC Ceres or DBS can may request a change in the scope of work or any other part of the Project Operation Services at any time ("Change Request") with respect to the part of the System relating solely to the CBOT Group and the part of the System which is shared by the CBOT Group and the Eurex Group. The Eurex Entities or DBS can request a change in the scope of work or any other part of the Project at any time with respect to the part of the System relating solely to the Eurex Group (see, Schedule 2.1). . 4.4.1 A Change Request will be in writing and will follow a format which DBS and LLC or the Eurex Entities, respectively, will agree without undue delayto be provided by DBS. Each of DBS and LLC or the Eurex Entities, respectively, will provide each of the other of them and members of the LLC Group with a copy of all proposed and final Change Requests without undue delay. A Change Request must contain sufficient information to enable the addressee recipient to reasonably evaluate the Change Request including particularly: . a description of the change (including specifications, test procedures, date of completion etc.), . reasons for the change, . additional resources required to implement the change (including any proposed subcontractors other than Freelancers), . impact on other Deliverables and Services, including Deliverables and elements of the Operation Services under or work to be performed by DBAG within the Master scope of the Software Development Maintenance Agreement, . impact on service levelslevels under this Agreement, . cost impact of the change and allocation of responsibility for increased costs or benefits from reduced costs; if appropriate, the Change Request will contain either a time and time-and-materials price scheme or a fixed price for the additional work together with a payment schedule. . 4.4.2 If the party submitting a Change Request cannot reasonably provide sufficient information under the above categories using the party's own resources, the submitting party can may require the other party or parties to assist in providing the missing information without undue delay. If a Change Request initiated by LLC or the Eurex Entities Ceres requires DBS to expend more than one man man-day in order to complete the information, DBS can charge for its the work on a "time and time-and-materials" basis if DBS has informed LLC or the Eurex Entities, respectively, Ceres in advance that it intends to charge for such efforts. DBS will not charge if one man man-day or less is required to complete the information. New Systems Operations Agreement - Final 4.4.3 The parties recognize that there may be various solutions to each Change Request. DBS will propose solutions that it reasonably believes will best meet the needs of Ceres while complying with the defined scope of work. If Ceres rejects a proposed solution that meets all of the requirements of this Agreement in favor of an alternative, DBS will inform Ceres, in writing within two weeks of receipt of the alternative proposal about any anticipated increased costs or delay and, if appropriate, additional resources which are required, as well as all anticipated problems with the solution selected by Ceres such as impact on service levels. If the parties cannot reach agreement at the operational level Ceres may, at its own risk, insist on its alternative solution. In this event, DBS will, subject to Section 4.4.5, be obliged to perform the work on the alternative solution once a corresponding Change Request, in which Ceres agrees to compensate DBS for such work in accordance with the applicable DBS Catalogue of Prices, has been signed by Ceres. The obligation of DBS to perform work under such a Change Request is subject to the condition precedent that DBS has reasonable access to the additional resources set forth in the notice submitted to Ceres under the third sentence of this Section 4.4.3. 4.4.4 Any Change Request by either DBS or Ceres shall be communicated to the designated recipient of the Change Request through the Eurex Entities. The Eurex Entities shall investigate implications of the proposed Change Request on the Eurex Operations and/or the Network without undue delay. Following such investigation, the Eurex Entities shall promptly forward, with comments as appropriate, the Change Request to the designated recipient. Any Change Request directly submitted to the designated recipient shall be deemed non- existing and shall not be processed by the recipient of such Change Request. 4.4.5 A Change Request will become binding when if it has been signed by both LLC and DBS or Ceres, the Eurex Entities and DBS. DBS, respectively. LLC and DBS or the Eurex Entities and DBS, respectively, Ceres will evaluate Change Requests without undue delay. No Except as provided in Section 4.4.2, no party is under an obligation to perform work under a Change Request prior to the Change Request having been orderly signed; the costs for performing any such work prior to signing will be borne by the party performing the work. LLC . 4.4.6 Under no circumstances shall DBS and the Eurex Entities be obliged to agree to any Change Request that would have a negative impact on any of the Eurex Operations, the Eurex Software or the Eurex Entities, respectively, can require Network. 4.4.7 For the avoidance of doubt any inquiry for work by either of DBS and Ceres relating to accept a Change Request if (i) the opening up or closing down of any Access Point will be subject to the Change Request is related to their part of the System provided that LLC will give instructions as to the shared part of the System, and (ii) LLC or the Eurex Entities, respectively, have agreed to compensate DBS for the work under the Change Request procedure set forth in accordance with the then-applicable DBS Catalogue of Prices (see, Clause 9.2). DBS cannot require LLC or the Eurex Entities, as applicable, to accept a Change Request. DBS will treat Change Requests and instructions proposed for the CBOT Group no less favorably than DBS treats those submitted for the LLC or the Eurex Entities, respectively. An Operating Party can also submit a Change Request under this Clause or an instruction under Clause 3.2 as a Change Request. The submission of a Change Request or an instruction must comply with the Change Request procedure, whereby the Change Request or instruction will become binding when it has been signed by one or more authorized officers of the Operating Party without the LLC Program Managers having to sign it. Such a Change Request or instruction cannot be to the detriment of another party which does not sign the Change Request. In the case of a Change Request or an instruction which is to the detriment of a party, all affected parties (including DBS) will use their commercially reasonable best efforts to achieve a work around. The other provisions governing Change Requests and the pertinent provisions of this Agreement apply, mutatis mutandisSection 4.4.

Change Request. LLC Ceres or DBS can may request a change in the scope of work or any other part of the Project Operation Services at any time ("Change Request") with respect to the part of the System relating solely to the CBOT Group and the part of the System which is shared by the CBOT Group and the Eurex Group. The Eurex Entities or DBS can request a change in the scope of work or any other part of the Project at any time with respect to the part of the System relating solely to the Eurex Group (see, Schedule 2.1). . 4.4.1 A Change Request will be in writing and will follow a format which DBS and LLC or the Eurex Entities, respectively, will agree without undue delayto be provided by DBS. Each of DBS and LLC or the Eurex Entities, respectively, will provide each of the other of them and members of the LLC Group with a copy of all proposed and final Change Requests without undue delay. A Change Request must contain sufficient information to enable the addressee recipient to reasonably evaluate the Change Request including particularly: . a description of the change (including specifications, test procedures, date of completion etc.), . reasons for the change, . additional resources required to implement the change (including any proposed subcontractors other than Freelancers), . impact on other Deliverables and Services, including Deliverables and elements of the Operation Services under or work to be performed by DBAG within the Master scope of the Software Development Maintenance Agreement, . impact on service levelslevels under this Agreement, . cost impact of the change and allocation of responsibility for increased costs or benefits from reduced costs; if appropriate, the Change Request will contain either a time and time-and-materials price scheme or a fixed price for the additional work together with a payment schedule. . 4.4.2 If the party submitting a Change Request cannot reasonably provide sufficient information under the above categories using the party's own resources, the submitting party can may require the other party or parties to assist in providing the missing information without undue delay. If a Change Request initiated by LLC or the Eurex Entities Ceres requires DBS to expend more than one man man-day in order to complete the information, DBS can charge for its the work on a "time and time-and-materials" basis if DBS has informed LLC or the Eurex Entities, respectively, Ceres in advance that it intends to charge for such efforts. DBS will not charge if one man man-day or less is required to complete the information. New Systems Operations Agreement - Final Confidential Materials omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment. Asterisks denote omissions. 4.4.3 The parties recognize that there may be various solutions to each Change Request. DBS will propose solutions that it reasonably believes will best meet the needs of Ceres while complying with the defined scope of work. If Ceres rejects a proposed solution that meets all of the requirements of this Agreement in favor of an alternative, DBS will inform Ceres, in writing within two weeks of receipt of the alternative proposal about any anticipated increased costs or delay and, if appropriate, additional resources which are required, as well as all anticipated problems with the solution selected by Ceres such as impact on service levels. If the parties cannot reach agreement at the operational level Ceres may, at its own risk, insist on its alternative solution. In this event, DBS will, subject to Section 4.4.5, be obliged to perform the work on the alternative solution once a corresponding Change Request, in which Ceres agrees to compensate DBS for such work in accordance with the applicable DBS Catalogue of Prices, has been signed by Ceres. The obligation of DBS to perform work under such a Change Request is subject to the condition precedent that DBS has reasonable access to the additional resources set forth in the notice submitted to Ceres under the third sentence of this Section 4.4.3. 4.4.4 Any Change Request by either DBS or Ceres shall be communicated to the designated recipient of the Change Request through the Eurex Entities. The Eurex Entities shall investigate implications of the proposed Change Request on the Eurex Operations and/or the Network without undue delay. Following such investigation, the Eurex Entities shall promptly forward, with comments as appropriate, the Change Request to the designated recipient. Any Change Request directly submitted to the designated recipient shall be deemed non- existing and shall not be processed by the recipient of such Change Request. 4.4.5 A Change Request will become binding when if it has been signed by both LLC and DBS or Ceres, the Eurex Entities and DBS. DBS, respectively. LLC and DBS or the Eurex Entities and DBS, respectively, Ceres will evaluate Change Requests without undue delay. No Except as provided in Section 4.4.2, no party is under an obligation to perform work under a Change Request prior to the Change Request having been orderly signed; the costs for performing any such work prior to signing will be borne by the party performing the work. LLC New Systems Operations Agreement - Final Confidential Materials omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment. Asterisks denote omissions. 4.4.6 Under no circumstances shall DBS and the Eurex Entities be obliged to agree to any Change Request that would have a negative impact on any of the Eurex Operations, the Eurex Software or the Eurex Entities, respectively, can require Network. 4.4.7 For the avoidance of doubt any inquiry for work by either of DBS and Ceres relating to accept a Change Request if (i) the opening up or closing down of any Access Point will be subject to the Change Request is related to their part of the System provided that LLC will give instructions as to the shared part of the System, and (ii) LLC or the Eurex Entities, respectively, have agreed to compensate DBS for the work under the Change Request procedure set forth in accordance with the then-applicable DBS Catalogue of Prices (see, Clause 9.2). DBS cannot require LLC or the Eurex Entities, as applicable, to accept a Change Request. DBS will treat Change Requests and instructions proposed for the CBOT Group no less favorably than DBS treats those submitted for the LLC or the Eurex Entities, respectively. An Operating Party can also submit a Change Request under this Clause or an instruction under Clause 3.2 as a Change Request. The submission of a Change Request or an instruction must comply with the Change Request procedure, whereby the Change Request or instruction will become binding when it has been signed by one or more authorized officers of the Operating Party without the LLC Program Managers having to sign it. Such a Change Request or instruction cannot be to the detriment of another party which does not sign the Change Request. In the case of a Change Request or an instruction which is to the detriment of a party, all affected parties (including DBS) will use their commercially reasonable best efforts to achieve a work around. The other provisions governing Change Requests and the pertinent provisions of this Agreement apply, mutatis mutandisSection 4.4.