Exhibit 10.9
INTERNAL ELECTRONIC DISTRIBUTION SERVICES AGREEMENT
Dated as of: August 12, 1997
Between
MULTEX SYSTEMS, INC.
and
XXXXXXX, XXXXXX & XXXXXXXXX, LLC
EXHIBITS
A Fees
B Services
C Third Party Software
D Perpetual Licenses
E Multex or Company Provided Equipment
ATTACHMENTS
A Third Party License Requirements for End Users
INTERNAL ELECTRONIC DISTRIBUTION SERVICES AGREEMENT
THIS AGREEMENT FOR INTERNAL ELECTRONIC DISTRIBUTION SERVICES ("Agreement") is
made and entered into as of August 12, 1997, by and between Xxxxxxx, Xxxxxx &
Xxxxxxxxx, LLC, with offices at 000 Xxxxxx Xxxxxx Xxxxx, Xxxxxxxxxxx, XX 00000-
4314 (hereinafter referred to as "Company"), and MULTEX SYSTEMS, INC., a
Delaware corporation with offices at 00 Xxxxxx Xxxx, Xxx Xxxx, X.X. 00000
(hereinafter referred to as "Multex"). Multex and Company shall be referred to
herein as the "Parties".
RECITALS
A. Company, its independent branches and subsidiaries creates, produces and
develops various financial documents including but not limited to Market
Data, Morning Meeting Notes, economic reports and/or Published Research
Reports or ("Internal Documents"). Company may also receive third party
brokers (sell side) Research ("Sell Side Research") or other third party
financial research. The Internal Documents and Sell Side Documents are
collectively referred to as "Documents". Any third party broker is
hereinafter referred to as "Broker".
B. Company desires to disseminate and distribute the Documents internally
within the Company.
C. Multex via its proprietary software ("Multex Software") electronically
receives the Documents contributed by the Company or Broker and distributes
the Documents within the company or to others as provided in Exhibit B
(hereinafter collectively the "Services"). (See Exhibit B)
D. Company desires that Multex provide the Services as set forth in Exhibit B
to enable Company to distribute the Documents within the Company or as may
be otherwise set forth in Exhibit B.
In consideration of the mutual promises and covenants hereinafter contained, the
parties hereto agree as follows:
1. Scope of Services.
(a) Company grants to Multex the non-exclusive right to obtain, and
distribute the Documents via the Multex Software to (i) investment
professionals and other employees within the Company ("Internal User")
or (ii) to non-Company employees, such as clients of the Company
("External User") or as may be otherwise set forth in Exhibit B.
Internal Users and External Users are collectively referred to as
"Users". The distribution of the Documents to Internal Users under (I)
above is referred to as ("Internal Distribution") and the
distribution of Documents to External Users under (II) above is
referred to as ("External Distribution"). Multex agrees to provide
the Services as described in Exhibit B to the Company subject to the
payment of the fee as set forth in Exhibit A. As part of the Services
Multex grants to Company a non-exclusive, non-transferable license to
use Multex Software, including software licensed from third parties
identified in Exhibit C ("Third Party Software") in accordance with
the provisions of Attachment A (Third Party License Requirements for
End Users) which is incorporated and made a part of this Agreement for
the term of this Agreement. Multex Software and the Third Party
Software contained therein is sometimes referred to as the Software or
Multex Software.
(b) Any equipment i.e., computers, servers, etc. ("Equipment") to be
provided by Multex or Company is set forth in Exhibit D.
2. Independent Contractor.
Multex (and its employees), in performance of this Agreement, is acting as
an independent contractor. Personnel supplied by Multex hereunder are not
Company's personnel or agents, and Multex assumes full responsibility for
their acts. Multex shall be solely responsible for the payment of
compensation, benefits, insurance and taxes relating to Multex's employees
assigned to perform services hereunder. Notwithstanding the foregoing,
Multex (and its employees) shall abide by Company rules and regulation
while visiting Company's premises.
3. Costs.
Company is solely responsible for the costs relating to (i) the development
of the Internal Documents and (ii) the contribution and delivery of the
Documents to Multex and (iii) the distribution of the Documents within the
Company. Such costs include the costs of Company's telecommunication
lines, telephones, modems, computers, magnetic tape, magnetic tape delivery
and messenger services. In addition the Company is also responsible for
obtaining permission from and arranging with the Broker for contribution to
Multex (if the Sell Side Research is not presently being contributed to
Multex for redistribution to Company).
4. Term.
(a) The term ("Term") of this Agreement shall be for [Confidential Portion
Omitted] beginning on the execution of this Agreement ("Commencement
Date"). The Agreement shall automatically renew for successive
[Confidential Portion Omitted] periods unless either Multex or Company
terminates the Agreement ninety (90) days prior to the expiration of
each renewal period.
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(b) Notwithstanding the term set forth above, in the event either party to
this Agreement shall fail to perform or observe any material term,
covenant, agreement or warranty, the other party may immediately
terminate this Agreement if such failure is not corrected within 30
days after delivery of written notice thereof to the other party
provided, however, if the failure cannot reasonably be corrected
within 30 days and the defaulting party has commenced performance
during such thirty (30) day period and proceeds to cure the default,
the time for curing such default shall be extended for such period as
may be necessary to cure the default.
(c) If, during the term of this Agreement, either party shall cease doing
business or if a petition in bankruptcy shall be filed (voluntary or
involuntary) with respect to a party, the other party may terminate
this Agreement upon 10 days' written notice to the other party.
(d) In the event the Agreement is not renewed or is terminated, or
canceled pursuant to this Agreement, Company shall return any
Equipment, Software, documentation, or other materials provided to it
by Multex pursuant to this Agreement, except such software identified
in Exhibit C as may be perpetually licensed to Company hereunder.
(e) Notwithstanding the Term, six months after the Commencement Date the
Company may cancel that portion Agreement relating to Internal
Distribution and all (and not a portion) of the passwords associated
therewith, provided Company pays the fees set forth in Exhibit A. In
the event Company does not cancel Internal Distribution as provided
herein, upon renewal Company may renew for the External Distribution
only.
5. Indemnity.
(a) Multex agrees to defend and/or handle at its own cost and expense any
claim or action against Company, its parent company, and its or their
subsidiaries and/or affiliated companies, for actual or alleged
infringement of any patent, copyright, trademark or other property
right (including, but not limited to, misappropriate of trade secrets)
("Infringement") based on Services, and/or other materials furnished
to Company by Multex pursuant to the terms of this Agreement
including, without limitation, Multex Software and the Third Party
Software included therein. Multex further agrees to indemnify and
hold Company, its parent company, and its or their subsidiaries and/or
affiliated companies, and any of their clients, harmless from and
against any and all liabilities, losses, damages, costs and expenses
(including, but not limited to, attorneys' fees, costs, and
disbursements) associated with any such claim or action resulting from
the Infringement. In the event of an Infringement, Multex in lieu of
any such
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indemnification may immediately terminate this Agreement, or
substitute non-infringing equally functional Services or Software.
(b) Company shall indemnify, hold harmless, defend or settle, at its sole
expense, any action or claim brought against Multex based upon or
arising out of any infringement by the Documents of any patent,
copyright or proprietary rights of any third party. Company shall pay
and indemnify Multex for any costs, damages, expenses or liabilities
(including reasonable attorney fees) incurred by Multex as a result of
any claim or action which are attributable to such infringement.
Multex agrees to notify Company promptly in writing after it obtains
notice of such claim. In the event Multex is enjoined or otherwise
prohibited from using the Documents, Company may, at its sole expense,
(a) procure for Multex the right to continue using the Documents, or
(b) substitute a non-infringing version of the Documents in a manner
satisfactory to Multex so that the Documents becomes non-infringing
version of the Documents and still conforms to the technical
specifications. In lieu of the foregoing, Company may terminate the
Agreement.
6. Confidential Information.
(a) "Confidential Information" shall mean information which is marked as
confidential.
(b) Each party shall hold the Confidential Information of the other party
in trust and confidence for the other party and shall not reproduce,
disclose to any person, firm or enterprise, or use for its own
benefit, any such Confidential Information (except as specifically
permitted or contemplated by this Agreement).
(c) Without limiting the generality of the foregoing, "Confidential
Information" will not include information that (i) is already
rightfully known to a party at the time it is obtained from the other
party, free from any obligation to keep such information confidential;
(ii) is or becomes publicly known through no wrongful act of either
party; (iii) is rightfully received from a third party without
restriction and without breach of this Agreement; (iv) is
independently acquired or developed by a party without breach of any
obligation hereunder; (v) is required to be disclosed pursuant to law,
governmental regulation, or court order; (vi) is in the public domain
or (vii) has been disclosed to third parties.
7. Limitation of Liability.
(a) Multex will make every reasonable effort to provide the Services to
the Company. However, Company understands that Multex cannot and does
not guarantee the content, accuracy, timeliness or availability of the
Documents or the accuracy, timeliness and availability of the
Services. Accordingly, Company agrees Multex
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shall not have any liability or obligation to Company (whether caused
directly or indirectly) relating to the (i) interruption, delay or
failure in the transmission, delivery or distribution of the Services
or Documents (ii) the unavailability of Multex Software or the
Services; (iii) the accuracy of the Documents or (iv) the acts or
omissions of the Company. Multex's sole liability to Company for
claims, notwithstanding the form of such claims (e.g., contract,
negligence or otherwise), arising out of items (i) through (iv) above,
shall be to use reasonable efforts to resume the Services and/or to
make Multex Software available to Company as promptly as reasonably
practicable.
(b) Multex shall not have any obligation or liability to Company or any
third party (i) relating to, or arising out of the displaying or
furnishing of the Documents, including the information contained
therein, (ii) for errors or omissions in connecting, transmitting,
processing, disseminating, displaying or distributing the Documents;
(iii) for the accuracy of the Documents or securities or commodities
information and prices displayed, carried or furnished by or through
the Services or (iv) for the accuracy or display of Company's data and
information.
(c) Except for Multex's liability under Paragraph 6, Multex's maximum
liability hereunder for any other cause, not exculpated hereunder,
whether in tort or contract, shall not exceed the lesser of (i) actual
damages or (ii) one month's charges paid by the Company for the
services.
(d) As used in this paragraph, the term "Multex" or Multex Software shall
include each third party who provides Multex with any portion of the
Services. Such third party shall not have any direct or indirect
liability to Company for monetary damage on account of the Services
provided, or to be provided by Multex hereunder.
8. Ownership Rights.
(a) The Documents shall remain the sole property of the Company and Multex
shall not acquire any rights in the Documents.
(b) Multex Software shall remain the property of Multex. Company may use
the Software only in conjunction with the Services. Company shall use
the Software on no more than the number of concurrent users as may be
agreed to between Company and Multex. Company shall not copy, in whole
or in part, the Software or related documentation, whether in the form
of computer media, printed or in any other form; provided, however,
that Company may make (one) number of copy of the Software for back-up
purposes only.
(c) The license granted herein is for the limited purpose of enabling
Company to distribute the Documents within the Company.
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(d) COMPANY SHALL NOT MAKE ANY ALTERATION, CHANGE OR MODIFICATION TO THE
SOFTWARE. COMPANY MAY NOT RECOMPILE, DECOMPILE, DISASSEMBLE, OR
REVERSE ENGINEER THE SOFTWARE OR, MAKE OR DISTRIBUTE ANY OTHER FORM OF
THE SOFTWARE.
9. Warranties.
(a) Multex hereby represents and warrants to Company as follows:
(i) Multex is a corporation duly organized, validly existing and in
good standing under the laws of the State of New York with full
authority to enter into this Agreement.
(ii) Multex Software and the Services provided to Company shall not
infringe upon the proprietary rights of any third party.
(iii) Multex has the legal right and authority to license Multex
Software (including, without limitation, the Third Party
Software included therein) to Company.
(iv) The medium on which Multex Software is furnished is warranted
to be free of defects in materials and workmanship under normal
use for a period of thirty (30) days from the date of delivery
of Multex Software.
(b) Company represents and warrants to Multex that:
(i) Company is the owner of and has the right to distribute the
Documents.
(ii) Company will comply with all laws and regulations applicable to
the use of the Services;
10. Limitation of Warranties.
COMPANY ACKNOWLEDGES AND AGREES THAT EXCEPT FOR THE WARRANTIES SPECIFIED IN
PARAGRAPH 9, MULTEX MAKES NO WARRANTIES WHATSOEVER, AND ARE IN LIEU OF ALL
OTHER WARRANTIES WRITTEN OR ORAL, EXPRESS OR IMPLIED OR STATUTORY,
INCLUDING WITHOUT LIMITATION, ANY WARRANTIES OF FITNESS FOR A PARTICULAR
PURPOSE OR MERCHANTABILITY, CONCERNING THIS AGREEMENT, THE SERVICES OR
EQUIPMENT (IF ANY) PROVIDED HEREUNDER, MULTEX SOFTWARE OR THE DOCUMENTS.
THE SERVICES PROVIDED HEREUNDER ARE PROVIDED "AS IS" WITH NO WARRANTIES
WHATSOEVER. MULTEX DOES NOT GUARANTEE THE ACCURACY,
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VALIDITY OR COMPLETENESS OF THE DOCUMENTS. MULTEX HEREBY DISCLAIMS ANY
LIABILITY FOR, AND UNDER NO CIRCUMSTANCES SHALL IT HAVE ANY LIABILITY FOR,
DIRECT, INDIRECT, COMPENSATORY CONSEQUENTIAL, SPECIAL, LOST PROFITS,
PUNITIVE, OR OTHER DAMAGES, COSTS OR EXPENSES OF ANY KIND ARISING FROM THIS
AGREEMENT. COMPANY HEREBY WAIVES ALL CLAIMS AGAINST MULTEX ARISING FROM
THIS AGREEMENT. MULTEX AND ITS THIRD PARTY LICENSORS DO NOT AND CANNOT
WARRANT THE PERFORMANCE OR RESULTS COMPANY MAY OBTAIN BY THE USE OF THE
SOFTWARE OR SERVICES.
11. Insurance.
Multex shall procure and maintain for itself and its employees all
insurance coverage's as required by Federal or State law, including
workers' compensation insurance. Multex shall procure and maintain for
itself: (i) Employers' Liability Insurance coverage including bodily
injury coverage, with a minimum of $100,000 for each employee; (ii) general
liability coverage of at least $1,000,000. Upon request, Multex shall
provide Company with a certificate of insurance evidencing such coverage.
The parties shall each insure their own property and neither party shall
have any liability to the other for any damage to the property of the
other.
12. Unlawful Use.
Company shall not use or permit anyone to use the Services or the Documents
for any unlawful purpose.
13. Reuse of Software.
Company is not authorized or permitted to furnish the Services or the
Documents to any person or firm for re-use, redistribution or
retransmission without the prior approval of Multex.
14. Inaccuracy.
Company shall immediately notify Multex of any suspected inaccuracies in
the Documents or the Services.
15. Disposition of Software.
Promptly after the termination or expiration of this Agreement, the
Software (including the magnetic or other physical media on which it was
originally or subsequently recorded or fixed) and all related documentation
and all hardware and equipment owned by Multex or which is not paid for by
Company shall be returned by Company to Multex in good
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condition, reasonable wear and tear and damage by the elements excepted.
At the direction of Multex, the Software may be completely deleted, erased
or otherwise destroyed by Company.
16. Compliance with Law
(a) Company shall be responsible (i) for compliance with all laws and
governmental regulations affecting its business and (ii) for any use
it may make of the Services or the Documents to assist it in complying
with such laws and governmental regulations, and Multex shall not have
any responsibility relating thereto including, without limitation,
advising Company of Company's responsibilities in complying with any
laws or governmental regulations affecting Company's business. While
Multex shall not have any responsibility for Company's compliance with
the laws and regulations referred to above, Multex agrees to use
reasonable efforts to cause the applicable Services to be designed in
such a manner that they will be able to assist Company in complying
with its applicable legal and regulatory responsibilities. In no
event shall Company rely solely on its use of the Services in
complying with any laws and governmental regulations.
(b) If after the date hereof any modifications to the Services shall be
legally required, Multex shall, except to the extent such changes may
be beyond the capability of Multex to implement, modify the Services
appropriately. If providing any of the Services to Company hereunder
violates, or in Multex's opinion is likely to violate, any laws or
governmental regulations, Multex may, upon written notice to Company,
immediately cease providing the affected Services to Company.
17. Default in Payment.
Should Company (a) fail to pay when due any sum of money due hereunder, (b)
default in the performance of any of its other obligations under this
Agreement and such default shall continue for a period of thirty (30) days
after Notice of the default, Multex, at its option, may, upon written
notice thereof, (i) terminate this Agreement, (ii) declare all amounts due
and to become due under this Agreement, (iii) whether or not this Agreement
is terminated take immediate possession of any or all of the items of
Equipment owned by Multex not fully paid for, wherever situated and for
such purpose enter upon any premises without liability for so doing, and
(iv) sell, dispose of, hold, use or lease any items of Equipment not fully
paid for, as Multex, in its sole discretion, may decide. Company agrees to
reimburse Multex for any and all expenses Multex may incur, including
reasonable attorney fees, in taking any of the foregoing actions. The
remedies contained in this Paragraph 17 are cumulative and are in addition
to all other rights and remedies available to Multex under this Agreement
and the Schedules hereto, by operation of law or otherwise.
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18. Advertising.
Neither party shall use the name or marks of the other or its partner
company or any subsidiary or affiliated company in any publicity release,
advertising, or publicly displayed or distributed materials without
securing the prior written consent of the party whose name is to be used,
which consent shall not be unreasonably withheld or delayed.
Notwithstanding the foregoing, Multex may disclose the fact of this
Agreement.
19. Successors and Assigns.
This Agreement shall be binding upon the parties' respective successors and
permitted assigns.
20. Governing Law.
The validity of this Agreement, the construction and enforcement of its
terms, and the interpretation of the rights and duties of the parties shall
be governed by the laws of the State of New York.
21. Modifications.
No modification, amendment, supplement to or waiver of this Agreement or
any Schedule or Exhibit hereunder, or any of their provisions shall be
binding upon the parties hereto unless made in writing and duly signed by
both parties.
22. Waiver.
A failure or delay of either party to this Agreement to enforce at any time
any of the provisions hereof, or to exercise any option which is herein
provided, or to require at any time performance of any of the provisions
hereto shall in no way be construed to be a waiver of such provisions of
this Agreement.
23. Exhibits.
The terms and conditions of any all Exhibits and Attachments to this
Agreement are incorporated herein by this reference and shall constitute
part of this Agreement as if fully set forth herein.
24. Compliance with Law.
Multex shall comply with all applicable U.S., state and local laws and
regulations in its performance of its obligations hereunder and that the
Services will comply with applicable laws.
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25. Headings.
The headings herein are for convenience of reference only and shall not
impact the meaning of this Agreement.
26. Entire Agreement.
This Agreement constitutes the entire Agreement between the parties
concerning and the subject matter hereof and shall supersede all prior
agreements or understandings concerning such subject matter.
27. Survival.
Notwithstanding any termination of this Agreement, the provisions of
Section 6, 7, 8, 10, 11 and 22 shall survive termination.
28. Access.
Company shall provide Multex with reasonable access to its premises to
perform the obligations set forth herein. Multex shall abide by the site
regulations and security procedures applicable to each site.
29. Force Majeure.
Neither party will be under any liability for any loss, cost or damage
resulting from any failure by such party to perform any obligation
hereunder or from any delay in the performance thereof due to causes beyond
such party's control, including, without limitation, industrial disputes of
whatever nature, acts of God, public enemy, acts of government, network,
software or telecommunications failure, fire or other casualty.
30. COUNTERPARTS.
This Agreement may be executed in any number of counterparts each of which
when executed and delivered shall be an original, but all counterparts
together shall constitute one and the same instrument.
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IN WITNESS WHEREOF, the parties hereto, each acting under due and proper
authority, have executed this Agreement as of the date first above written.
XXXXXXX, XXXXXX MULTEX SYSTEMS, INC.
& XXXXXXXXX LLC
By: /s/ Xxxxxx X. Xxxxxx By: /s/ Xxxxxx Xxxxxxxxx
----------------------- ---------------------------------
Name: Xxxxxx X. Xxxxxx Name: Xxxxxx Xxxxxxxxx
---------------------------------
Title: Chief Financial Officer Title: Chief Financial Officer/Secretary
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EXHIBIT A
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Fees for the Services
The Company shall pay the following:
1. (a)
distribution type number of cost per password cost per minimum payment in the
passwords per month - password requirement of event of
Internal User per month/year - Passwords cancellation or non-
External Users renewal as
provided in
paragraph 4(e)
Internal [Confidential [Confidential [Confidential
Distribution Portion Omitted] Portion Omitted] Portion Omitted]
External [Confidential [Confidential [Confidential [Confidential
Distribution Portion Omitted] Portion Omitted] Portion Omitted] Portion Omitted]
External Passwords may not be issued to Internal Users or for Internal
Distribution. Both Internal Passwords and External Passwords are
collectively referred to as "Passwords".
(b) Company shall be billed and pay Multex quarterly in advance for the
issuance of at least [Confidential Portion Omitted] Internal Passwords
and [Confidential Portion Omitted] External Passwords. Passwords and
user ID's are randomly generated. If the Company requests user ID's
or Passwords be generated in a specific format or sequence, the
Company shall be subject to a separate charge.
(c) After the Term of this Agreement, and during the first renewal period
as described in Paragraph 4(a) of the Agreement, the Company shall be
entitled to a reduction of [Confidential Portion Omitted] in the price
set forth in paragraph (a) above.
(d) Payment to be made within 15 days after invoice.
2. Company shall pay for all taxes applicable to the Services. Company shall
pay for telecommunication costs between Multex and Company, local server,
third party software licenses, support and maintenance of Company's
equipment at Company's location.
3. Multex shall provide free of charge, maintenance updates and revisions
("Updates") to Multex Software as commercially released by Multex. Any
enhancements, modifications, software development, operation and technical
support, customization or integration not included in the Service or made
specifically for or at the Request of the Company shall be paid for by
Company on a time and material basis. Searching by Document type is
a feature included in the Service. The present rate is [Confidential
Portion Omitted] to [Confidential Portion Omitted] per hour per person
depending on the skill and level of such person.
4. During the term and for a period of one (1) year thereafter, Company shall,
upon reasonable notice from Multex, make available for inspection by Multex
Company's books and records or other materials relating to the number of
Passwords issued by Company. Company shall not be required to submit to
such audit more than two times in any calendar year. In the event such
audit reveals that additional fees are due Multex, Company shall pay such
fees within 10 after notice.
5. Free Password Period means that no Payment shall commence until 120 days
after the execution of this Agreement ("Free Password Period").
EXHIBIT B
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Services
The service includes:
A. MULTEX PROVIDED SERVICES
1. The development by Multex of a private label Company research and
document web site, co-branded with Multex's logo and substantially
similar in look, feel, navigation and function to Multex's MultexNET
research web site. The Company web site is referred to as "Company
Web Site". Company Web Site will be hosted and maintained by Multex
and will reside at Multex's central site at 00 Xxxxxx Xxxx. Company
Web Site will be accessed by Company's User's over the World Wide Web
("WWW"). The Users will access BT ResearchExpress by logging onto
Company's website (xxx.Xxxxxxx.xxx), and clicking an icon or other
prompt indicating "Research." This prompt will seamlessly link to
Company Web Site and will ask the User for a user Name and Password
before allowing the User to view the documents. Alternatively, at
Company's option, Company Web Site can be accessed directly by its own
URL without requiring that the user first visit the Company's web
site.
2. The creation by Multex of User ID's and passwords to be issued to the
Company for Internal and External Distribution.
3. The distribution, within the Company, of Internal Documents
contributed by the Company or Sell Side Research contributed by the
Brokers which is provided to Multex and the Company has received
permission to obtain. If the Company presently receives Sell Side
Research Multex will as part of the Service and fees set forth in
paragraph 1 of Exhibit A distribute the Sell Side Research to Company
subject to the consent and approval and any restrictions or
limitations imposed by the Broker Company is responsible for obtaining
the approval of the Broker to (I) contribute the Sell Side Research to
Multex (if such Broker is not contributing its research to Multex, and
(II) permit Multex to distribute the Sell Side Research to Multex.
Multex in the latter case will cooperate with the Company, set up and
install the Broker for contribution of its Sell Side research to
Multex. Sell Side Research does not include any third party research
provider which produces and develops for sale financial research
products to the financial and corporate market, such as S&P reports
and the like.
4. Multex providing the number of User ID's and passwords requested by
the Company as provided in this Agreement. The Company has the
responsibility of distributing the User ID's and passwords to
qualified Users to be used in
accordance with this Agreement. Multex represents that only those
passwords that have been issued to the Company will be able to access
the services. Multex will use reasonable efforts to verify that its
entitlement procedures as specified in this paragraph 5(a) is provided
to and maintained on behalf of the Company.
5. Provide Monthly Entitlement Reports to Bankers Trust indicating what
Users are entitled to which documents groups.
6. Provide Monthly Usage Reports to Company indicating frequencies and
types of documents accessed by Users or user groups.
7. Provide a single quarterly invoice to Company for charges associated
with delivery of Company Web Sites, including a single invoice for any
third party or for-pay service, if applicable.
The fee for the services specified this section A is set forth in exhibit
A.
IT IS SPECIFICALLY UNDERSTOOD THAT ALL SERVICES TO BE PROVIDED BY MULTEX
ARE SET FORTH AND NO OTHER SERVICES, SOFTWARE DEVELOPMENT, ENHANCEMENTS,
MODIFICATIONS, SUPPORT CUSTOMIZATION OR INTEGRATION HAVE BEEN AGREED TO
WHETHER ORALLY OR IN WRITING UNLESS SPECIFICALLY SET FORTH IN THIS EXHIBIT
B.
B. TECHNOLOGY
1. MULTEXNET as an Internet/Intranet solution accessible via a Netscape
2.0 or higher or Microsoft Explorer 3.0 or higher browser. In the
case of an Intranet solution Company will have a connection via a
dedicated link (approximately six weeks to install and test) to Multex
in New York. This line will provide a private connection to the
MULTEXNET server/database infrastructure. The Company shall pay for
the cost of the line.
2. Pending the installation of a dedicated link to Company, a URL link
will be provided so that Company's web server may access the Multex
database via Multex's own web server. This will enable a virtual
immediate start-up and test of Company's web server using Multex
research. Customization of this access (logo, banner, etc.) is
available, and has been completed. The dedicated link will be used
for predictable and higher band with access (only applicable in the
case of Intranet Service).
3. All workstations will connect to Company's own web server over
Company's own WAN or the Internet, which in turn will redirect any
inquiries for research to Multex's web server. These connections are
via a browser (HTTP) of Company's
choice (Netscape, Explorer, etc.) and over secure (port 443) or
unsecured (port 80), as you wish. All requests issued will be
resolved at Multex's central site and all matching headlines returned
to the workstation as a linked HTML page.
4. The Multex Internet servers are shared among several clients, with
dedicated hardware available for an additional fee. When a document
is queried, it is copied from Multex's central site to the
workstation. Thus the file copy is exposed to the speed of the
slowest link between Multex and the desktop. (e.g. private
connection, Company's WAN, desktop LAN speed, etc.). Centralized file
caching is available on Company's site with additional hardware.
5. A search engine which combines keyword search capabilities with, fixed
field searches like ticker symbol or industry.
6. For the purposes herein Password shall mean (I) Passwords issued by
Multex to Company and (II) any workstation which the Company enables,
entitles or gives the ability to use the Service, access, view or
receive any or all of the Documents. For purposes herein Password and
User ID's are synonymous.
C. COMPANY'S OBLIGATIONS
1. Supply to Multex the name and address, fax and email of each User with
instructions regarding what document groups to entitle for each user
if such entitlements cannot be done online. IF Multex provides the
Company with the ability to entitle electronically (on-Line
Entitlements), Company shall perform, control and administer the
Entitlements.
2. Invoice Company Web Site Users for charges, if any, which are payable
by the User to Company.
3. Maintain, monitor, and provide for the timely contribution of all
documents contributed by Company to Multex.
EXHIBIT C
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THIRD PARTY SOFTWARE
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1. Fulcrum Technologies Searchtool
2. Adobe Systems Acrobat Reader, Exchange and Distiller
EXHIBIT D
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PERPETUAL LICENSES
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None.
EXHIBIT E
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1. MULTEX PROVIDED EQUIPMENT:
2. COMPANY PROVIDED EQUIPMENT:
A. HARDWARE
1 HP laserjet 4M or better printer or equivalent (for non-postscript printers 8
Meg of memory is required.
COMPANY network
Communications between COMPANY AND Multex central site (based on Company's
network design and access requirements) a minimum of 1 Wiltel dedicated 56kb
line including routers, modems.
B. SOFTWARE
All required Netscape (2.0 or above) or Internet explorer (3.09 or above)
Browsers.
TCP/IP
Desktop operating system (Windows NT or 95)
OPTIONAL - Based on the Company's network design, the addition of proxy servers
could optimize the usage of Company's internal WAN and reduce the traffic across
the line between the Company and Multex.
At the option of the Company Multex will purchase and supply the above equipment
and Company will reimburse Multex for the cost of the equipment.
ATTACHMENT A
THIRD PARTY LICENSE REQUIREMENTS FOR END USERS
The Software developed by Multex incorporates or may incorporate or utilize
software licensed from third parties including Adobe Systems Incorporated
("Adobe") and Fulcrum Technologies Inc. ("Fulcrum") ("Licensors"). (Multex
Software, the Adobe Software, and the Fulcrum Software and related documentation
are collectively called the "Software"; the Fulcrum Software is referred to as
the "Fulcrum Software". The Adobe Software (which consists of Adobe Acrobat
Exchange, Acrobat Reader and Acrobat Distiller) is referred to as the "Adobe
Software". Multex, its Licensors and its suppliers retain title to and
exclusive ownership of the Software (including reproductions thereof) and any
patent, trademark or copyrights associated with the Software and its related
documentation.
Pursuant to the Software license agreement between Multex, Fulcrum and Adobe,
Multex is required by such agreement to incorporate certain terms and conditions
in each end user agreement.
The following terms and conditions shall apply to the Software:
1) Pursuant to the terms and conditions of this Agreement, MULTEX grants to
Licensee a non-exclusive, non-transferable, limited license to use the
Software (generally in the form of packaged computer software programs in
object code and its related documentation for the period set forth in the
Agreement).
2) Each copy of the Software is licensed for use only in the manner and for
the number of enabled users as provided in the Agreement. For the purposes
of this Agreement, "enabled user license" means the number of individual,
non-concurrent users licensed to use the Software.
3) MULTEX warrants that the Software and its Related Documentation are
property of, or are under license of MULTEX. THE WARRANTIES AND LIMITATIONS
SET FORTH IN THIS PARAGRAPH 3 CONSTITUTE THE ONLY WARRANTIES OF MULTEX AND
LICENSORS WITH RESPECT TO THE SOFTWARE.
4) THE WARRANTIES SET FORTH HEREIN ARE IN LIEU OF ALL OTHER WARRANTIES,
WRITTEN OR ORAL, EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED
TO THOSE OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-
INFRINGEMENT OF THIRD PARTY RIGHTS. THIS WARRANTY IS MADE IN LIEU OF ALL
OTHER WARRANTIES, STATUTORY OR OTHERWISE. MULTEX AND ITS LICENSORS DO NOT
AND CANNOT WARRANT THE PERFORMANCE OR RESULTS LICENSEE MAY OBTAIN BY USE OF
THE SOFTWARE OR DOCUMENTATION.
LIMITATION OF LIABILITY: THE REMEDIES OF LICENSEE SHALL BE LIMITED TO
THOSE PROVIDED IN THE AGREEMENT TO THE EXCLUSION OF ANY AND ALL OTHER
REMEDIES. IN NO EVENT SHALL MULTEX OR ITS LICENSORS BE LIABLE TO CUSTOMER
FOR LOSS OF PROFITS OR SPECIAL, INDIRECT, CONSEQUENTIAL, OR EXEMPLARY
DAMAGES, INCLUDING LEGAL FEES AND LITIGATION COSTS ARISING IN CONNECTION
WITH THE SUPPLY, USE, OR PERFORMANCE OF THE SOFTWARE OR ANY WORK OR SERVICE
PERFORMED BY MULTEX, ITS LICENSORS, OR THEIR EMPLOYEES EVEN IF THE
REPRESENTATIVES OF ANY SUCH THIRD PARTY HAVE BEEN RELIEVED OF THE
POSSIBILITY OF SUCH DAMAGES. NO AGREEMENTS VARYING OR EXTENDING THE
WARRANTIES, REMEDIES OR LIMITATIONS CONTAINED IN THIS PARAGRAPH WILL BE
BINDING UNLESS IN WRITING AND AGREED TO BY MULTEX.
5) INDEMNIFICATION: MULTEX will defend any action brought against Licensee to
the extent that it is based upon a claim that the Software and Related
Documentation used within the scope of this Agreement infringes upon a
copyright, patent, or third-party right, and MULTEX will pay any reasonable
costs, attorney's fees and damages attributable to such claim which are
awarded against Licensee (or which MULTEX agrees to pay in any settlement)
provided that Licensee promptly notifies MULTEX in writing of the claim and
that MULTEX has complete control of the defense and/or settlement of such
claim. In lieu of any such indemnification either party may cancel the
agreement in the event LICENSEE receives a notice of infringement (optional
if Licensee requests indemnification).
6) This agreement and/or license does not grant licensee any right (whether by
license, ownership or otherwise) in or to intellectual property with
respect to the Software.
7) Trademarks, if used by Licensee shall be used in accordance with accepted
trademark practice, including identification of the trademarks owner's name
. Trademarks can only be used to identify printed output produced by the
Software. The use of any trademark as herein authorized does not give
Licensee rights of ownership in that trademark.
8) Licensee agrees that it will not:
a) copy the Software or related documentation for any reason other than
for duly licensed reproduction or for archival or emergency restart
purposes or program error verification. Any copy of the Software
shall contain the copyright and other proprietary notice which appears
on and in the Software. Should the Software become inoperable,
Licensee may use the Software on a backup system for a period not to
exceed thirty (30) days. Licensee shall notify Multex of any such use
within five (5) days. Should there be a requirement to permanently
transfer the Software from the licensed configuration to an alternate
configuration,
Licensee shall first obtain the written consent of Multex, which shall
not be unreasonably withheld;
b) permit more users to use or install the Software other than as
provided in this Agreement;
c) offer the Software for loan, rent, lease, sub license, or for other
forms of exchange;
d) modify, adapt, translate, decompile or reverse engineer, dissemble or
otherwise attempt to discover the source code of the Software; and
e) assign any rights under this Agreement without the prior written
consent of Multex;
f) Licensee will not export or re-export the Software without the
appropriate United States or foreign government licenses, and only
with the consent of Multex;
g) install a backup copy on any machine if Licensee's primary copy is
installed.
Applicable to the Fulcrum Software:
9) Licensee acknowledges that
a) title and ownership of the Fulcrum Software and all rights related
thereto, including patent, trademark and copyright related thereto are
the exclusive property of Fulcrum Technologies, Inc. or its Licensees;
b) Licensee shall only acquire the right to use the Software in
accordance with this Agreement; and
c) Licensee shall take necessary steps to ensure that all intellectual
property underlying the binary version of the Software remains
confidential.
Applicable to the Abode Software:
10) Multiple Environment Software. If this package contains two or more
versions of the Abode Software (e.g., DOS, Macintosh(R) and Windows), the
total number of copies of all versions of the Adobe Software with Licensee
may make may not exceed the number of permitted computers except that
Licensee may also possess one back-up copy, in accordance with the terms of
this Agreement, for each version of the Software it uses.
11) Notice to Government End Users: If this product is acquired under the
terms of a: GSA Contract: Use, reproduction or disclosure is subject to
the restrictions set forth in the
applicable ADP Schedule contract. DoD contract: Use, duplication or
disclosure by the Government is subject to restrictions as set forth in
subparagraph (c)(1)(ii) of 252.227-7013. Civilian agency contract: Use,
reproduction, or disclosure is subject to 52.227-19(a) through (d) and
restrictive set forth in the accompanying end user agreement. Unpublished-
rights reserved under the copyright laws of United States.
12) Licensee is hereby notified that Adobe Systems Incorporated, a California
corporation located at 0000 Xxxxxxxxxx Xxxx, Xxxxxxxx Xxxx, Xxxxxxxxxx
00000-0000 ("Adobe") is a third-party beneficiary to this Agreement to the
extent that this Agreement contains provisions which relate to Licensee's
use of the Adobe Software, the Documentation and the trademarks licensed
hereby. Such provisions are made expressly for the benefit of Adobe and
are enforceable by Abode in addition to Licensor.
13) Adobe is a trademark of Adobe Systems Incorporated which may be registered
in certain jurisdictions. Macintosh is a registered trademark of Apple
Computer, Inc. Windows is trademark of Microsoft Corporation.
14) Title to and ownership of the Adobe Software and Documentation and any
reproduction thereof shall remain with Adobe and its suppliers; the
structure, organization and code are the valuable trade secrets of Adobe
and its suppliers.
