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EXHIBIT 10.25
CORPORATE SERVICES AGREEMENT
This SERVICES AGREEMENT (the "Agreement"), dated as of ________, 2001,
is between Reuters Limited, a company organized under the laws of England and
Wales ("Reuters"), and Instinet Group Incorporated, a Delaware corporation
("Instinet") (each of Reuters and Instinet, a "Party," and together, the
"Parties").
W I T N E S S E T H
WHEREAS, Reuters indirectly owns all of the outstanding common stock of
Instinet;
WHEREAS, Reuters indirectly shall own greater than 85% of the
outstanding stock of Instinet immediately after the consummation of the initial
public offering of common stock of Instinet (the "IPO");
WHEREAS, Instinet has requested that certain support services be
provided to it and its subsidiaries after the consummation of the IPO and
whereas Reuters has agreed to provide, or cause to be provided, such support
services to Instinet and its subsidiaries;
WHEREAS, Reuters has requested that certain support services be
provided to it and its subsidiaries after the consummation of the IPO and
whereas Instinet has agreed to provide, or cause to be provided, such support
services to Reuters and its subsidiaries.
NOW, THEREFORE, in consideration of the foregoing and the mutual
agreements and other provisions contained herein, the Parties hereby agree as
follows:
ARTICLE I
SERVICES PROVIDED
1.1 Services. Upon the terms and subject to the conditions set forth in
this Agreement and the schedules hereto, each of which is made an integral part
of this Agreement, Reuters shall provide, or cause one or more of its
subsidiaries to provide, to Instinet or to any of the subsidiaries of Instinet
as Instinet may direct, and Instinet shall provide, or cause one or more of the
subsidiaries of Instinet to provide, to Reuters or to any of the subsidiaries of
Reuters as Reuters may direct, the services indicated to be provided, or caused
to be provided, by each of the Parties in each such schedule (a "Service" or
"Services," and each Party and its respective subsidiaries in its capacity as a
Service provider, a "Service Provider," and in its capacity as a recipient of a
Service, a "Recipient"). Subject to Section 2.2 hereto, each Party shall only be
required to provide those Services as specifically identified and contained in
this Agreement and the schedules hereto.
1.2 Personnel. In providing Services, each Service Provider, in its
capacity as a Service Provider and as it deems necessary or appropriate in its
reasonable discretion, may choose to provide such Services through its own
personnel or through the personnel of a third party (each, a "Third Party
Provider"). Each Party acknowledges that the other
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Party's ability to deliver any Services may be conditional upon: (i) the
delivering Party obtaining the consent, where necessary, of any relevant Third
Party Provider or (ii) any regulatory or legal limitations imposed on the
Recipient, the delivering Party or the provision of Services, if any. If (i)
such consent cannot be obtained or (ii) such regulatory or legal limitations
cannot be waived, the delivering Party shall use commercially reasonable efforts
to arrange for alternative methods of delivering the Services. Unless otherwise
agreed in writing, none of the individuals providing Services to a Recipient
will be deemed to be employees of such Recipient for any purpose.
1.3 Level of Services. Each Service Provider providing Services shall
use commercially reasonable efforts to provide, or to cause a Third Party
Provider to provide, such Services in a satisfactory and timely manner and
exercising the same degree of care as it exercises in performing, or in
obtaining from a Third Party Provider, the same or similar services for its own
account as of the date of this Agreement, with priority equal to that provided
to its own businesses or those of any of its subsidiaries or divisions. Nothing
in this Agreement shall require any Service Provider to favor the businesses of
any Recipient over its own businesses or those of any of its affiliates,
subsidiaries or divisions.
1.4 Modification of Procedures, Services and Third Party Providers.
Each Service Provider may, upon giving the relevant Recipient fifteen (15) days
prior written notice, make changes from time to time in its standards and
procedures for providing, or, if applicable, with respect to the relevant Third
Party Provider which provides, the Services for which it is responsible
hereunder to the degree it changes such Services or Third Party Provider for its
own use, including, without limitation, curtailment of all or part of such
Services or curtailment in obtaining all or part of any such Services from a
Third Party Provider.
1.5 No Obligation to Continue to Use Services. No Recipient shall have
any obligation to continue to use any Service. Any Recipient may elect to stop
receiving any Service from the relevant Service Provider at any time by giving
such Service Provider not less than ninety (90) days' written notice. If a
Recipient so elects and such election results in additional costs and/or
penalties imposed by a Third Party Provider or incurred by the Service Provider,
such Recipient shall be responsible for, and shall indemnify the relevant
Service Provider for, all such additional costs and/or penalties.
1.6 Provider Access. To the extent deemed by the relevant Service
Provider to be reasonably required for its personnel or third-party personnel to
perform the Services, each relevant Recipient shall cooperate with such
personnel and provide such personnel reasonable access, on an as needed basis,
to its equipment, office space, plants, telecommunications and computer
equipment and systems, and any other areas and equipment.
1.7 Cooperation. Each Recipient shall provide to the relevant Service
Provider and, if applicable, the relevant Third Party Provider, on a timely
basis any and all information which is reasonably necessary to provide the
applicable Services. Such
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Recipient shall be solely responsible for the timely delivery of such
information, and the accuracy and completeness thereof.
1.8 Liability for Damages. (a) A Service Provider shall not be liable
(including any liability for the acts and omissions of its employees, agents and
sub-contractors) to a Recipient except with respect to the Service Provider's
willful misconduct or gross negligence in performing its obligations under this
Agreement.
(b) A Service Provider shall not in any event be liable for
any indirect, special, consequential or liquidated damages arising out of or in
connection with the provision of any Service or breach of the terms hereof, even
if the Recipient had been advised, knew or should have known the possibility
thereof including, but not limited to lost profits, lost business revenue,
failure to realize expected savings, other commercial or economic loss of any
kind, or for any claim against the Recipient by any other person except to the
extent the Service Provider has liability for such claims under Section 1.8(a)
above.
ARTICLE II
COMPENSATION
2.1 Consideration. For Services provided pursuant to Section 1.1
hereof, the relevant Recipient shall pay the relevant Party fees (each, a
"Service Fee") equal to the direct costs incurred by the Service Provider
relating to such Services except as otherwise specifically provided for in the
relevant schedules hereto. Payment shall be made monthly, or at such other
intervals as are provided in the relevant schedule to this Agreement, based on
an invoice from the Service Provider or Third Party Provider to the relevant
Recipient. Each invoice shall be accompanied by documentation breaking out the
costs included in the Service Fee. Payment shall be made by immediately
available funds to such account as may be specified by the relevant Party within
thirty (30) days of the Recipient's receipt of an invoice from the Service
Provider or Third Party Provider. All overdue payments will be subject to
interest at a rate of 9.5% per annum. All payments shall be applied first to
interest and then to principal.
2.2 Detailed Description of Certain Services to Be Provided. (a) With
respect to Services to be provided hereunder, the Parties hereby undertake to
each other to use all reasonable efforts in good faith to agree, by July 3, 2001
(the "Start Date"), a detailed description of each Service by territory,
function and price, including without limitation detail as to (i) the Service to
be provided, (ii) the charging methodology used to calculate the price payable
for it and (iii) the extent and frequency which individual prices can be
adjusted by the Service Provider throughout this Agreement. Each Party shall,
and shall procure the appropriate member of their personnel to, devote all
resources reasonably necessary to achieve this objective
(b) To the extent that any such detailed description
(including, but without limitation, price) as referred to in Section 2.2(a) is
agreed for any Service and/or any territory, it shall be deemed to form part of
this Agreement with respect to such Service
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or territory and shall be effective the Start Date and the relevant schedule
shall be amended accordingly.
2.3 Change or Modification of a Service. Without prejudice to the
provisions of Section 2.2, if either Party makes a request to change or modify a
Service or to provide an additional service:
(a) the Parties shall meet promptly to discuss the proposed change
or additional service;
(b) each Party shall cooperate in good faith with all reasonable
requests of the other in connection with the evaluation and
implementation of such proposed change; and
(c) each Party shall use its reasonable efforts to agree and
implement the change or such additional service requested, as
the case may be, but shall not be required to do so without
consenting in writing to it and agreeing to the terms.
2.4 Audit Rights. Each Party in its capacity as a Service Provider
shall maintain books and records adequate for the Recipient to verify the costs
incurred with respect to each Service. The Service Provider shall retain such
books and records for at least one (1) year following the date on which this
Agreement is terminated. Each Party in its capacity as a Recipient shall have
the right, at reasonable times and on reasonable notice, but no more frequently
than twice a year, to audit such books and records of the Service Provider
insofar as they relate to the performance of the Services to ensure compliance
with this Agreement. Such audits shall be performed by an independent accounting
firm designated by the Recipient at Recipient's sole cost and expense. The
Service Provider shall, at its expense, reasonably cooperate with the auditing
party's representative to accomplish the audit as expeditiously as possible.
ARTICLE III
TERM AND TERMINATION
3.1 Term. Except as otherwise provided in this Article 3, in a schedule
hereto (with respect to a particular Service) or as otherwise agreed in writing
by the Parties, this Agreement shall have a term of eighteen months from the
date first written above. Notwithstanding the foregoing, this Agreement will
expire if the Parties have elected to stop, and to cause all other Recipients to
stop, receiving all of the Services in accordance with Section 1.5 above or this
Agreement is otherwise terminated in accordance with the provisions hereof. In
no event shall the termination of this Agreement pursuant to Section 1.5 above
or the expiration of this Agreement pursuant to this Section 3.1 affect (i) the
liability of a Party for breach of this Agreement, (ii) the obligations of the
Parties to have made, or to cause their respective subsidiaries to have made,
payments when due hereunder or (iii) the provisions contained in Section 2.1,
Article IV, Sections 5.2 and Article VI, each of which shall survive the
termination or expiration of this Agreement.
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3.2 Termination. (a) Instinet may terminate any Services or this
Agreement for any reason in Instinet's sole discretion at such time as Reuters
Group PLC ("PLC") undergoes a Change of Control. For purposes of this section,
"Change of Control" means, with respect to PLC, either (i) the sale or transfer
of all or substantially all of PLC's assets to any Person or group (as defined
under Section 13(d)(3) of the United States Securities Exchange Act of 1934) of
Persons (other than an affiliate of PLC); (ii) the acquisition of PLC by another
Person by means of any transaction or series of related transactions (including,
without limitation, any reorganization, merger or consolidation, whether of PLC
with or into any other Person or Persons or of any other Person or Persons with
or into PLC, but excluding (x) any merger effected exclusively for the purpose
of changing the domicile of PLC or (y) any consolidation or merger following
which holders of equity securities outstanding immediately prior to such merger
or consolidation hold more than 50% of the equity securities of the entity
surviving such consolidation or merger or an entity controlling such surviving
entity after such consolidation or merger); (iii) a transaction or series of
transactions in which a Person or group of Persons acquires beneficial ownership
(as determined in accordance with Rule 13d-3 of the United States Securities
Exchange Act of 1934) of more than 50% of the voting power of PLC.
(b) Either party may terminate any Services or this Agreement
for any reason in its sole discretion at such time as Reuters shall cease to own
(directly or indirectly) more than fifty (50%) percent of the outstanding common
stock of Instinet and at any time thereafter by giving the non-terminating Party
one hundred twenty (120) days prior written notice.
(c) Either Party may terminate this Agreement by written
notice to the other Party if the other Party commits a material breach of any of
the terms or conditions of this Agreement and, if such breach may be cured, the
breaching party fails to remedy the breach within thirty (30) days of receiving
such notice.
(d) Upon termination or expiration of this Agreement, the
Recipient shall pay to the Service Provider all monies due to the Service
Provider in respect of Services provided prior to such termination or
expiration.
ARTICLE IV
CONFIDENTIALITY
4.1 Definition of Confidential Information. For purposes of this
Agreement, "Confidential Information" of a Party means any information and
materials disclosed by such Party to the other Party during the Term in
connection with this Agreement, whether orally or in writing and whether or not
marked "Confidential" or "Proprietary", and includes any information developed
by reference to or use of any of such information and materials.
4.2 Treatment of Confidential Information. (a) A Party receiving
Confidential Information shall treat as confidential all of the Confidential
Information it receives, and
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shall not use such Confidential Information except as expressly permitted under
this Agreement. Without limiting the foregoing, the Party receiving Confidential
Information shall use at least the same degree of care that it uses to prevent
the disclosure of its own confidential information of like importance, but in no
event less than reasonable care, to prevent the disclosure of the Confidential
Information it receives. Subject to the foregoing, and except as may be
specifically agreed from time to time by the Parties, each Party shall not: (1)
communicate or disclose, directly or indirectly, any of the Confidential
Information (or any part thereof) of the other Party to any person other than to
Third Party Providers, or to its own personnel, agents or representatives who
have a need for such information in connection with performance under this
Agreement and who have agreed in writing to confidentiality obligations
substantially similar to those set forth in this Article IV; (2) use any
Confidential Information (or any part thereof) in any manner except as
contemplated under this Agreement; or (3) take any other action with respect to
the Confidential Information (or any part thereof) of the other Party
inconsistent with the confidential and proprietary nature of such information.
(b) Neither Party shall make or use more copies of any
Confidential Information than it shall reasonably deem necessary in connection
with its permitted use thereof. Each Party shall retain on its premises
Confidential Information of the other Party and shall not move any tangible
embodiment of such Confidential Information from its premises without express
written consent of the Party which disclosed the Confidential Information or as
expressly permitted hereunder. The Parties agree that any use that is made of
Confidential Information in the course of performance of, and to the extent
permitted by, the provisions of this Agreement (including by a Third Party
Provider) shall not, in and of itself, constitute a violation of the provisions
of this Article IV. Disclosure of any Confidential Information by either Party,
however, shall not be deemed to represent an assignment or grant of any right,
title or interest in such Confidential Information.
4.3 Exclusions. (a) Confidential Information shall exclude information
that: (i) was independently developed or conceived by the Party receiving
Confidential Information without use of or reference to Confidential Information
provided by the other Party, as demonstrated by the written records of the Party
receiving Confidential Information; (ii) became known to the Party receiving
Confidential Information, without restriction, from a third party who had a
right to disclose it without violation of any obligation of confidentiality;
(iii) was in the public domain at the time it was disclosed or enters the public
domain through no act or omission of the Party receiving Confidential
Information or of its affiliates; or (iv) was known to the Party receiving
Confidential Information at the time of disclosure as demonstrated by the
written records of the Party receiving Confidential Information.
(b) The restrictions set forth in Section 4.2 shall not apply
to Confidential Information that is required to be disclosed by the Party
receiving Confidential Information pursuant to an order or requirement of a
stock exchange, court, administrative agency, or other governmental body;
provided, however, that the Party receiving Confidential Information shall
provide prompt prior notice thereof to the other Party describing in reasonable
detail all Confidential Information to be so disclosed, and
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shall use reasonable efforts and cooperate with the other Party at the other
Party's expense to obtain a protective order or otherwise prevent disclosure of
such Confidential Information.
4.4 Confidentiality of Agreement. Each Party agrees that the terms and
conditions of this Agreement, but not the existence of this Agreement, shall be
treated as Confidential Information and that no reference to the terms and
conditions of this Agreement or to activities pertaining thereto shall be made
in any form of public or commercial advertising without the prior written
consent of the other Party; provided, however, that each Party may disclose the
terms and conditions of this Agreement: (i) as required by any court or other
governmental body; (ii) as otherwise required by law; (iii) to legal counsel of
the Parties; (iv) in connection with the requirements of any governmental or
securities exchange filing or a public offering; or (v) in confidence, to
accountants, banks and financing sources and their advisors and provided,
further, that either Party may disclose the terms and conditions of this
Agreement in confidence, to any prospective buyers of all or substantially all
of the assets, stock or business of, or prospective investors in, Instinet.
4.5 Remedies. Unauthorized use of Confidential Information will result
in irreparable harm to the Party which disclosed such Confidential Information.
Therefore, if a Party breaches any of its obligations with respect to
confidentiality and use of Confidential Information hereunder, the Party which
disclosed such Confidential Information, in addition to any rights and remedies
it may have, shall be entitled to seek equitable, including injunctive, relief
to protect its Confidential Information.
4.6 Return of Confidential Information. Upon termination of this
Agreement for any reason, each Party promptly shall return to the other Party
all Confidential Information of the other Party, including all copies thereof,
under its possession or control, or destroy or purge its own system and files of
any such Confidential Information and deliver to the other Party a written
certificate signed by an officer of such Party that such destruction and purging
have been carried out.
4.7 Legends. Each Party agrees that it will not remove, alter, deface
or obscure, any statutory copyright notice or other identification or evidence
of confidentiality contained on or included in any of the Confidential
Information. Each Party shall reproduce any such notice or identification on any
reproduction or modification of any of the Confidential Information.
4.9 Cooperation. Each Party agrees that, either upon learning of, or
upon a showing by the other Party of, any threatened or actual breach of the
provisions of this Article IV or of any threatened or actual unauthorized use or
disclosure of the Confidential Information by its officers, directors,
employees, agents or subcontractors, or in the event of any loss of, or
inability to account for, any of the Confidential Information or any such
information or materials, the Party learning of the threatened or actual breach
or the unauthorized use or disclosure shall notify the other Party thereof and
shall cooperate as reasonably requested by the other Party in conjunction with
the other Party's efforts to seek appropriate injunctive relief or otherwise to
prevent or curtail such
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threatened or actual breach or unauthorized use or disclosure or to recover such
Confidential Information.
ARTICLE V
ADDITIONAL AGREEMENTS
5.1 Technology and Systems Architecture. (a) Instinet shall pursue
technology plans and systems architecture as it deems necessary or appropriate
in its sole discretion; provided, however, if commercially reasonable in light
of then existing circumstances and doing so would result in no material
additional cost or delay to Instinet, in each case as determined by Instinet in
its sole discretion, Instinet shall (i) use hardware and software suppliers
common to those used by Reuters; (ii) pursue open Application Program Interfaces
in order to facilitate possible connectivity with Reuters; and (iii) participate
in the Reuters Extensible Markup Language plan.
(b) To the extent necessary to implement any mutually agreed
architecture strategy, Instinet shall also share with Reuters documents relating
to Instinet's systems architecture strategy subject to the confidentiality
provisions set forth in this Agreement.
(c) Notwithstanding the foregoing, any of the foregoing obligations
assumed by Instinet in connection with technology plans and systems architecture
shall cease to be binding on Instinet on the first occasion on which Reuters
shall cease to own (directly or indirectly) more than fifty (50%) percent of the
outstanding common stock of Instinet.
5.2 Branding. (a) Instinet may discontinue for any reason in its sole
discretion the use of Reuters trademarks, service marks, logos and other
distinctive brand features of Reuters (the "Reuters Marks") on Instinet
proprietary materials which do not include any Reuters proprietary materials or
content.
(b) Instinet shall discontinue use of the Reuters Marks on any
materials specified by Reuters by written notice of not less than thirty (30)
days; provided, however, Instinet shall have a reasonable period, as determined
in Reuters sole discretion, and in any event no less than five (5) months, after
the receipt of such notice to use existing supplies and materials containing
Reuters Marks.
(c) The foregoing provisions in relation to the Reuters Marks are
subject to the Data Distribution Agreement between Reuters and Instinet, dated
________, 2001 (the "Data Distribution Agreement"). To the extent the foregoing
provisions are inconsistent with the Data Distribution Agreement, the terms of
the Data Distribution Agreement shall govern unless otherwise agreed to in
writing by the Parties.
(d) Instinet shall have the right to review and approve, prior to such
use, the use by Reuters in any Reuters materials of (i) any Instinet trademarks,
service marks, logos and other distinctive brand features of Instinet (the
"Instinet Marks") and (ii) any mention or description of Instinet. Reuters shall
have the right to review and approve, prior to such use, the use by Instinet in
any Instinet materials of any Reuters Marks and any
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mention or description of Reuters. Neither Party's approval shall be
unreasonably withheld.
5.3 Click-Through. Instinet shall place on the xxx.xxxxxxxx.xxx home or
front page a Click-Through to the xxx.xxxxxxx.xxx website (or any successor
website), and Reuters shall place on the xxx.xxxxxxx.xxx home or front page a
Click-Through to the xxx.xxxxxxxx.xxx website (or any successor website). Either
Party may remove the respective Click-Through from its home or front page at
such time as Reuters shall cease to own (directly or indirectly) more than fifty
(50%) percent of the outstanding common stock of Instinet. For purposes of this
section, "Click-Through" means a visible graphic or textual indication located
on a website which, when selected by a user's browser, directs the user's
internet browser connection to either the xxx.xxxxxxx.xxx website or the
xxx.xxxxxxxx.xxx website, respectively.
ARTICLE VI
MISCELLANEOUS
6.1 Relationship of the Parties. Nothing contained in this Agreement,
as such, shall be construed as creating any agency, partnership, or other form
of joint enterprise between Instinet and Reuters. The relationship between
Instinet and Reuters shall at all times be that of independent contractors with
respect to the matters contemplated by this Agreement. Neither Instinet nor
Reuters shall have authority to contract for or bind the other in any manner
whatsoever. This Agreement confers no rights upon a Party except those expressly
granted herein.
6.2 Assignability, Enurement, etc. Except as expressly provided herein,
no Party to this Agreement shall have the right to assign or otherwise transfer
its rights or obligations under this Agreement, except with the prior written
consent of the other Party hereto, and any attempted assignment, transfer or
delegation without such prior written consent shall be voidable at the sole
option of such other Party. Notwithstanding the foregoing, Reuters may assign
this Agreement to any affiliate of Reuters. This Agreement shall be binding upon
and enure to the benefit of the Parties and their respective subsidiaries, all
of which shall be considered to be Parties to this Agreement and their
respective successors and permitted assigns.
6.3 Governing Law. This Agreement will be governed by and construed in
accordance with the substantive laws of the State of New York regardless of the
laws that might govern under applicable principles of conflicts of law thereof.
6.4 Headings. The Section and Article headings and captions of this
Agreement are included merely for convenience of reference. They are not to be
considered part of, or to be used in interpreting, this Agreement and in no way
limit or affect any of the contents of this Agreement or its provisions.
6.5 Notices. Any notice or other communication hereunder will, unless
otherwise expressly provided, be sufficiently given if in writing and delivered
(whether by facsimile transmission or otherwise):
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(a) in the case of a notice to Instinet, addressed as follows:
Instinet Group Incorporated
Xxxxx Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: Xxxx Xxxxxxx, Senior Vice President and
General Counsel
Fax:
(b) in the case of a notice to Reuters, addressed as follows:
Reuters Limited
00 Xxxxx Xxxxxx
Xxxxxx, XX0X 0XX
Attn: General Counsel
Fax: 000-00000-000-0000
With a copy to:
Reuters America Inc.
Xxxxx Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: General Counsel
Fax: 000-000-0000
or, in each case, at such other address or number as the entity to which such
notice is to be given shall have last notified the entity giving the same in the
manner provided in this Section 6.5. Any such notice will be deemed to have been
given and received on the day it is received.
6.6 Counterparts. This Agreement may be executed in counterparts, each
of which shall be deemed an original, but all of which together shall constitute
one and the same instrument.
6.7 Dispute Resolution. Any dispute, controversy or claim relating to
this Agreement shall initially be referred to the executive management of the
Parties who shall attempt to resolve such dispute in good faith. If the
executive management of each of the Parties are unable to resolve a dispute,
controversy or claim which has been referred to them within a period of sixty
(60) days from their receiving notice of the dispute, then either Party may
submit such dispute to a court for resolution. The Parties agree that any claim
arising out of this Agreement shall be brought in, and the Parties consent to
personal and exclusive jurisdiction of a venue in, the State and federal courts
located within New York City, New York.
6.8 Waiver or Delay. Any waiver of any kind or character by a Party of
a breach of this Agreement must be in writing, shall be effective only to the
extent set forth in such writing, and shall not operate or be construed as a
waiver of any subsequent breach of the other Party. No failure of a Party to
insist upon strict compliance by the other with any obligation or provision
hereunder, and no custom or practice of the Parties
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at variance with the terms hereof, shall constitute a waiver of such Party's
right to demand exact compliance with the terms of this Agreement, nor shall a
Party's delay or omission in exercising any right, power or remedy upon a breach
or default by the other Party impair any such right, power or remedy. The
exercise of any right or remedy provided by this Agreement shall be without
prejudice to the right to exercise any other right or remedy provided by law or
equity.
6.9 Entire Agreement. This Agreement is the complete, entire, final and
exclusive statement of the terms and conditions of the agreement between the
Parties. This Agreement supersedes, and the terms of this Agreement govern, any
prior agreements, term sheets or letters of intent between the Parties with
respect to the subject matter hereof. This Agreement, including this Section
6.9, may not be modified except in a writing executed by duly authorized
representatives of the Parties.
6.10 Trademark. Except as otherwise provided herein, nothing in this
Agreement grants any Party any right to use any other Party's trademarks or
trade names in connection with any product, service, promotion or publication
without the prior written approval of the trademark or trade name owner.
6.11 Service Providers. Each of the Service Providers (other than the
Parties) may exercise any of the respective rights hereunder of the Party of
which such Service Provider is a subsidiary or perform any of such Party's
agreements, covenants and obligations hereunder; provided that such Party fully
and unconditionally guarantees the due and punctual performance and observance
of each and every such agreement, covenant and obligation, irrespective of any
circumstance, including any statute of limitations, that might otherwise
constitute a defense available to, or a discharge of, any such agreement,
covenant or obligation.
6.12 Severability. The provisions of this Agreement are severable and
if any one or more such provisions shall be determined to be invalid, illegal or
unenforceable, in whole or in part, the validity, legality and enforceability of
any of the remaining provisions or portions thereof shall not in any way be
affected or impaired thereby and shall nevertheless be binding between the
Parties hereto as long as the remaining provisions do not fundamentally alter
the relations among the Parties.
6.13 Sales Tax. The Parties shall reasonably cooperate with one another
in order to minimize sales and use taxes applicable to each of them as a result
of the transactions contemplated hereby, provided that neither Party shall be
required to act in a manner that is disadvantageous to itself.
6.14 Force Majeure. If by reason of labor disputes, strikes, lockouts,
riots, war, inability to obtain labor or materials, earthquake, fire or other
action of the elements, accidents, governmental restrictions, appropriation or
other cause beyond the reasonable control of a Party hereto, either Party is
unable to perform in whole or in part its obligations as set forth in this
Agreement, then such Party shall be relieved of those obligations to the extent
it is so unable to perform and such inability to perform shall not
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make such Party liable to the other Party. Neither Party shall be liable for any
loss, injury, delay or damages suffered or incurred by the other Party due to
the above causes.
6.15 Survival. The obligations and agreements of the Parties in this
Agreement shall terminate upon termination of this Agreement pursuant to Section
3.2, except that any continuing obligations and agreements set forth in Article
IV shall survive termination of this Agreement for a period of three (3) years
from the date hereof.
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IN WITNESS WHEREOF, this Services Agreement has been duly executed on
the day and year first above written.
REUTERS LIMITED
By: _____________________________
Name:
Title:
INSTINET GROUP INCORPORATED
By: _____________________________
Name:
Title:
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