EXHIBIT 10.10
Amendment No. 2
To
Multex Electronic Distribution Services Agreement
This AMENDMENT No. 2 to Multex Electronic Distribution Services Agreement dated
April 10, 1997 (the "Agreement") by and between BancAmerica XXXXXXXXX XXXXXXXX
("Bank") and Multex Systems Inc., ("Supplier") is entered into this 29th day of
July, 1998 ("Amendment Date").
The Agreement is hereby amended by adding the following as new text:
1. Bank and Supplier acknowledge and agree that their continued business
relationship requires that Supplier's performance not be adversely affected
by the fact that some computer systems may not be able to recognize and
properly process dates falling in the year 2000 and later ("Year 2000
Problem").
2. Supplier represents and warrants that, unless scheduled on Exhibit A to this
Amendment, Services delivered or used pursuant to the Agreement (referred to
in this Amendment as "Complaint Product") shall be "Year 2000 Complaint" as
of the Compliance Date.
3. "Year 2000 Complaint" means that
(a) Complaint Product will accept, process and output data containing any
dates falling in the range from 1900 through 2037 without loss of any
functionality or any other processing anomalies, e.g. error or
interruption, arising from or relating to the fact that a date occurs
on or after September 9, 1999;
(b) Compliant Product will correctly interpret and process every date that
other software/hardware may deliver to the Complaint Product in the
cause of processing data, as long as the date delivered conforms to the
requirements of the Complaint Product, and it will deliver to
interfacing software/hardware data that conform to a four-digit date
format unless otherwise agreed; and
(c) The determination of whether a year is a leap year is made in
accordance with the Gregorian calendar.
4. Supplier shall notify Bank, within 60 days after the Amendment Date, of the
first date ("Compliance Date") on which all Compliant Product it has
supplied or will supply to Bank or any of its Affiliates in fact will be
Year 2000 Complaint, which shall be no later than September 15, 1998.
Supplier's representation and warranty shall be renewed as of the Compliance
Date and be a continuing warranty for any Service, Software, or Equipment
Supplier provides Bank.
5. Within 15 days after Bank's written request, but not more frequently than
four times per year, Supplier shall report in writing its progress (a)
toward making Compliant Product in fact Year 2000 Compliant by Compliance
Date and (b) in carrying out its plan to be Year 2000 Ready (as defined
below), including its then-current assessment of the date that it will be
Year 2000 ready.
6. Supplier shall notify Bank, within 60 days after the Amendment Date, of the
date format Supplier will use externally to achieve Year 2000 Compliance,
which shall be four-digit year format unless otherwise agreed.
7. Notwithstanding any liability limitations set forth in this Agreement,
Supplier shall provide Bank, at no additional charge, with any new versions,
upgrades or releases, including engineering changes, etc. of Compliant
Product which prevent or correct a breach of the warranties in this Section.
8. Supplier represents and warrants that it has implemented a plan and process
to ensure that Supplier will be year 2000 ready no later than December 31,
1998. "Year 2000 Ready" means that Supplier will be able, notwithstanding
the year 2000 Problem, to fulfill its obligations under this Agreement
before and after the change from the 20th to the 21st century without delay
or degradation of performance or quality.
9. Within 15 days after the Amendment Date, Supplier shall deliver to Bank in
writing a copy of its plan for becoming Year 2000 Ready, including milestone
dates and requirements, if any, for testing its systems with Bank. Unless
otherwise agreed, this plan shall be Confidential Information.
10. Supplier shall inform Bank, within 15 days after the Amendment Date, of the
Date format Supplier will use for any automated interface with Bank, which
shall be a four-digit year, or two-digit month and two-digit day, unless
otherwise expressly agreed.
Except as herein expressly amended, all provisions of the Agreement remain in
full force and effect.
2
IN WITNESS WHEREOF, the parties have executed this Amendment as of the Amendment
Date.
BANCAMERICA XXXXXXXXX
Multex Systems, Inc. XXXXXXXX
______________________ ("Bank")
("Supplier")
By: /s/ Xxxx Xxxxxxxxx By: /s/ Xxxxxx Xxxxxx
___________________ _________________
Xxxx Xxxxxxxxx Xxxxxx Xxxxxx
_______________________ ______________________
Print Name Print Name
CFO Title: Vice President
________________________ ______________________
Title
By: __________________
_______________________
Print Name
Title: _______________
