Exhibit 10.20
AMENDMENT NO. 2 TO MANAGEMENT SERVICES AGREEMENT
FOR GOOD AND VALUABLE CONSIDERATION, the receipt and sufficiency of which
are hereby acknowledged, the Management Services Agreement ("MSA") dated
November 29, 2001, effective as of February 29, 2000, between ▇▇▇▇▇▇▇ PLC and
INTERACTIVE DATA CORPORATION, as amended, is hereby further amended effective as
of September 16, 2004, (the "Effective Date"), by:
(i) deleting Schedules 18, 22, 28, 29, 30, 33, 35, and 36; and
(ii) adding Schedules 38, 39 and 40, copies of which are attached hereto
and made a part hereof.
This Amendment shall be subject to all of the terms and conditions of the
MSA. Except as hereby amended, the MSA is in all other respects ratified and
confirmed.
IN WITNESS WHEREOF, the parties hereto have duly executed this Amendment
as of the Effective Date.
▇▇▇▇▇▇▇ PLC
By:
---------------------------------
Name:
Title:
INTERACTIVE DATA
CORPORATION
By:
---------------------------------
Name:
Title:
SCHEDULE 38
FUND MANAGEMENT SERVICES
Service Provider: FT Interactive Data (Europe) Limited (`FTID')
Service Recipient: The Financial Times Limited (the `Financial Times')
Service In order to allow the Financial Times to compile certain
Description: pages of The Financial Times newspaper (the `Fund
Management Services'), FTID provides data collection
expertise and delivery services for fund and related data
sets (the `Fund Data').
FTID receives some of the Fund Data from the Financial
Times Fund Management Services subscribers.
Primary Contacts Services Manager
(Relationship FT Interactive Data (Europe) Limited
Managers): ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇
IT Service Manager
The Financial Times Limited
Number ▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇
Fees: 13,026 GBP per year, payable by the Financial Times to FTID
Service Period: Commencing February 29, 2000 and continuing thereafter
until such time as the service is terminated in accordance
with the terms of the MSA.
Notice Period for 360 days
Termination:
SCHEDULE 39
FTID PRODUCT SERVICES
Service Provider: FT Interactive Data (Europe) Limited (`FTID')
Service Recipient: The Financial Times Limited (the `Financial Times')
Service Following the transfer of the personnel specified in
Description: Appendix V from FTID to the Financial Times which occurred
on 1 July 2003, FTID will provide data and delivery
services via various FTID products as specified in Appendix
I hereto (the `Products') in order to allow the Financial
Times internal use of the data including the compilation
and publication of certain pages of The Financial Times
newspaper (the `Statistics Services').
The Products are subject to all the additional terms
specified in the attached Addendum together with any agreed
procedures and performance levels specified herein.
Primary Contacts ▇▇▇▇▇ ▇▇▇▇▇▇▇
(Relationship Services Manager
Managers): FTID
▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇▇
IT Service Manager
The Financial Times
Number ▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇
Fees: 440,000 GBP pa payable by the Service Recipient
Initial Service Commencing 01 July 2003 and continuing for a period of
Period: three years at which time if this Amendment shall still be
in effect, it shall renew automatically and continue for
further periods of one year each unless terminated by
either party in accordance with the Notice Period below.
Notice Period for At least 360 days notice in writing at any time
Termination: after 31 December 2005.
SCHEDULE 40
FINSTAT SERVICES
Service Provider: The Financial Times Limited (the `Financial Times')
Service Recipient: FT Interactive Data (Europe) Limited (`FTID')
Service FINSTAT Services are a range of computer readable data
Description: feeds to provide an automatic updating service for
financial software applications. The data is available in
specific feeds that cover equities, currencies, indices,
dividends and events, and are available daily, weekly or
monthly.
FTID wishes to receive a series of compiled data feeds to
FTID specifications in terms of content and delivery times
from the Financial Times. These feeds make up the FINSTAT
Services that are the subject of this Licence ("Services").
In the attached Addendum, agreed procedures and performance
levels are specified together with details of the FINSTAT
Services.
Licence: Financial Times hereby grants to FTID an exclusive licence
to commercially exploit the Services in whatever manner
FTID chooses, such licence only to terminate in accordance
with the provisions and the Special Conditions below.
Notwithstanding the above, the parties acknowledge and
agree that the Financial Times shall be entitled to use the
Services for their own [internal] purposes free of charge.
Primary Contacts ▇▇▇▇▇ ▇▇▇▇▇▇▇
(Relationship Services Manager
Managers): FTID
▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇▇
IT Service Manager
The Financial Times
Number ▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇ (full details
name, telephone numbers and so forth in Addendum)
Fees: 440,000 GBP per annum (for the Licence and the Service
provision) payable by the Service Recipient
Initial Service Commencing 01 July 2003 and subject to Special Condition 2
Period: below, continuing for a period of three years at which time
if this
Amendment shall still be in effect, it shall renew
automatically and continue for further periods of one year
each unless terminated by either party in accordance with
the Notice Period below.
Notice Period for Subject to Special Condition 2 below, at least 360 days
Termination: notice in writing at any time after 31 December 2005.
Special Conditions 1. Until the equipment on which the Service is currently
produced is replaced with more robust new equipment, the
parties agree that any failure in such equipment shall be
deemed a force majeure event and shall not give rise to any
liability on the part of the Financial Times. However, in
the event of such equipment failure, the Financial Times
shall use commercially reasonable endeavours to recover
such equipment as soon as possible. In the event that the
Financial Times is unable to recover the equipment within
10 working days the parties acknowledge and agree that FTID
shall not be liable to pay the Fees hereunder or on a pro
rata basis in respect of any further period in which the
equipment remains unavailable and it is further
acknowledged and agreed that if the equipment remains
unavailable for more than [ ]20 consecutive working days in
aggregate FTID either party may terminate this Schedule and
Licence immediately by giving written notice to the
Financial Times other party.
2. In the event that the Financial Times wishes to
substantially modify the format of the Service it shall
provide to FTID comprehensive written technical
specifications of the proposed modified format and/or a
working prototype of same at least seven months before the
proposed implementation date. FTID shall have 30 days from
delivery of such specifications and/or prototype to either
accept or decline the proposed modification in writing. In
the event that FTID accepts the proposed modification, the
Financial Times shall ensure that the actual modification
when implemented substantially conforms to the
specifications and/or prototype previously supplied. In the
event that FTID rejects the proposed modification, the FT
Financial Times shall continue to supply the Service in the
current (unmodified) format for a further six months at
which point this Schedule 40 and the licence to use the
Services shall automatically terminate.
