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Exhibit 10.22
DIRECT FEED DELIVERY AGREEMENT
THIS AGREEMENT, dated as of July 1, 1993 between REUTERS LIMITED, a corporation
organized under U.K. law, with offices at 00 Xxxxx Xxxxxx, Xxxxxx, XX 0XX
("Reuters") and XXXXXXXX, XXXXXXXX & XXXXXX, INC., a New York Corporation with
offices at 00 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx, 00000 ("Source").
WHEREAS, Source publishes the services listed and described in Exhibit A to this
Agreement (the "Source Services"); and
WHEREAS, Reuters and Source have entered into an Optional Service Delivery
Agreement dated as of the date hereof; and
WHEREAS, Source desires to make all of the Source Services available to select
subscribers to the Source Services ("Source Subscribers") via direct feed line;
and
WHEREAS, Reuters is willing to provide Source Subscribers with a direct feed
line to deliver the Source Services directly to certain Source Subscribers.
NOW THEREFORE, the parties in consideration of the premises and mutual covenants
contained herein agree as follows:
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1. Provision of Direct Feed Line.
(i) Non-Reuters Customers. Upon prior written notice to Reuters,
Reuters agrees to provide to Source Subscribers, who are not
then-current customers of Reuters, a direct feed line for the
direct delivery of Source Services to Source Subscribers.
Reuters shall enter into a separate agreement with Source
Subscriber for the provision of the direct feed line. A copy
of Reuters Principal Service Agreement is attached as Exhibit
B. Reuters agrees that a Source Subscriber obtaining a direct
feed line pursuant to this subsection, shall incur Reuters'
customary installation and monthly communication charges.
(ii) Reuters Subscribers. Reuters agrees to consider requests made
by Source, on a case by case basis, to provide to Source
Subscribers who are then-current customers of Reuters, a
direct feed line for the purpose of providing access to Source
in order to enable direct delivery of Source Services to
Source Subscribers.
2. Installation. Reuters agrees that within thirty (30) days of receipt by it of
notice from Source, that it will initiate the order process for the installation
by third parties of a direct feed line to those Source Subscribers as set forth
in Section 1 hereof. Reuters further agrees to provide to Source information
relating to the systems configuration of each Source Subscriber for whom Reuters
provides a direct feed line pursuant to this Agreement. The direct feed line
will be capable of carrying all of the Source Services including any New Source
Services. Reuters acknowledges and agrees that the direct feed lines provided to
source Subscribers meet the technical
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requirements as set forth in Reuters' published documentation for installation
and maintenance of its direct feed lines as well as convey the Source Services
in a manner and with a functionality at a level as is generally made available
to its own customers. Reuters shall maintain, support and repair the direct feed
lines provided pursuant to this Agreement in a timely and competent manner and
at a level that meets Reuters' support, maintenance and repair services to its
customers generally.
3. Billing. Reuters shall xxxx Source Subscriber directly for customary
installation and communication line charges including, but not limited to, all
applicable taxes for the direct feed line. Source acknowledges that in the event
that a direct feed line is provided to a then-existing Reuters customer or, in
the further event that a direct feed line is provided to a non-Reuters customer
who subsequently subscribes to additional Reuters services, that the Reuters
communication charges may change. Reuters shall be responsible for payment of
all taxes. In addition, Source shall xxxx Source Subscribers for fees relating
to the Source Services in the United States, and Reuters shall xxxx Source
Subscribers outside the United States, in accordance with Reuters' usual billing
practices.
4. Indemnification.
(a) By Source. In the event any claim is brought by third party against
Reuters that relates to, arises out of or is based upon the Source Services or
the failure of Source to comply with any law, rule or regulation, Reuters shall
promptly notify Source, and Source shall defend such claim at Source's expense
and under
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Source's control. Source shall indemnify and hold harmless Reuters against any
judgment, liability, loss, cost or damage (including litigation costs and
reasonable attorneys' fees) arising from or related to such claim whether or not
such claim is successful. Reuters shall have the right, at its expense, to
participate in the defense of such claim through counsel of its own choosing;
provided, however, that Source shall not be required to pay any settlement
amount that it has not approved in advance.
(b) By Reuters. In the event any claim is brought by any third party
against Source that relates to, arises out of or is based upon any error, delay,
interruption or other event caused by Reuters or its Authorized Distributors in
installing, supporting, maintaining or repairing the direct line feed or in
transmitting the Source Services, Source shall promptly notify Reuters, and
Reuters shall defend such claim at Reuters' expense and under Reuters' control.
Reuters shall indemnify and hold harmless Source against any judgment,
liability, loss, cost or damage (including litigation costs and reasonable
attorneys' fees) arising from or related to such claim, whether or not such
claim is successful. Source shall have the right, at its expense, to participate
in the defense of such claim through counsel of its own choosing; provided,
however, that Reuters shall not be required to pay any settlement amount that it
has not approved in advance.
5. Term; Termination.
(a) Term. The initial term of this Agreement shall commence ninety-one
(91) days subsequent to notice given by Source to Telerate Systems Incorporated
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("Telerate") pursuant to that certain agreement dated as of January 1, 1992,
between Source and Telerate (the "Telerate Agreement") (the "Commencement Date")
and shall terminate at the end of the third year (the "Initial Term").
Notwithstanding the foregoing, Source may terminate this Agreement prior to its
Commencement Date in the event Source, in its sole discretion, retracts its
notice to Telerate under the Telerate Agreement. The term of this Agreement
shall automatically be extended for one or more periods of three years (a
"Renewal Term"), unless either party sends to the other written notice of its
election not to renew at least ninety (90) days prior to the end of the Initial
Term, or any Renewal Term, as the case may be.
(b) Default. If either party shall default in the performance of or
compliance with any provision contained in this Agreement including, but not
limited to, any breach of a representation or warranty, and such default shall
not have been cured within thirty (30) days after written notice thereof shall
have been given to the appropriate party, the party giving such notice may then
give further written notice to such other party terminating this Agreement, in
which event this Agreement and any other rights granted hereunder shall
terminate on the date specified in such further notice.
(c) Insolvency. In the event the either party hereto shall be adjudged
insolvent or bankrupt, or upon the institution of any proceedings by it seeking
relief, reorganization or arrangement under any laws relating to insolvency, or
if an involuntary petition in bankruptcy is filed against such party and said
petition is not
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discharged within sixty (60) days after such filing, or upon any assignment for
the benefit of its creditors, or upon the appointment of a receiver, liquidator
or trustee of any of its assets, or upon the liquidation, dissolution or winding
up of its business (an "Event of Bankruptcy"), then the party involved in any
such Event of Bankruptcy shall immediately given notice thereof to the other
party, and the other party at its option may terminate this Agreement upon
written notice.
(d) Effect of Termination. In the event of a termination of this
Agreement for any reason, Reuters shall continue to support, maintain and repair
direct feed lines installed for Source Subscribers before the effective date of
any such termination provided that such Source Subscriber continues to pay to
Reuters the agreed upon communications line change.
6. Incorporation By Reference. The parties hereto agree that the following
sections of the Optional Service Delivery Agreement, a copy of which is attached
hereto and made part hereof as Exhibit C are incorporated by reference: 4(b)
(second sentence only), 5, 9, 10, 13(a), (b), (d) (the reference in Section
13(d) to Section 8 is hereby changed to Section 4), (e), (f), (g), (h), (i), (j)
and (k).
7. Survival. All covenants, obligations, representations, warranties,
indemnities and agreements contained in this Agreement shall survive the
execution and delivery of the Agreement and of any and all documents or
instruments delivered in connection herewith. Neither Source nor Reuters has
made any representation or
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warranty to the other in connection with the transaction contemplated herein
except as contained in this Agreement and any other instrument, agreement or
writing provided for or contemplated by this Agreement.
8. Definitions. Terms not otherwise defined herein shall have the
meanings ascribed to them in the Optional Service Delivery Agreement.
IN WITNESS WHEREOF, the undersigned parties have duly executed this
Agreement as of the 1st day of July, 1993, to be effective as set forth in
Section 5 hereof.
XXXXXXXX, XXXXXXXX & XXXXXX, INC. REUTERS LIMITED
By: /s/ Xxxxxxx X. Xxxxxxx By: /s/ Xxxxxxx X. Xxxxxxx
----------------------------- -------------------------------------
Name: XXXXXXX X. XXXXXXX Name: XXXXXXX X. XXXXXXX
Title: PRESIDENT Title: Internationl Marketing Manager
Specialist Data Services
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EXHIBIT A
Source Services
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Name Description
---- -----------
CorporateWatch(R) Principally provides rapid and
comprehensive information on
corporate securities, private
placements, equities and mortgage
and derivative product new issues.
CurrencyWatch(R) A foreign exchange market
forecasting and analysis system
combining live 24 hour fundamental
and technical analysis presented as
both commentary and live technical
trading pages, together with
comprehensive live EMS analysis.
MoneyWatch(R) Provides 24 hour fundamental and
technical analysis of US Treasury,
Agency and money market securities.
The service combines live commentary
and technical trading analysis with
detailed forecasts and analysis of
the US economy.
YieldWatch(R) Addresses European and Asia Pacific
government bonds/financial futures
markets including the U.S. T-bond.
Information is presented as live
commentary, technical trading
blotters and spread analysis,
together with regional market
briefings.
(R) Donotes a registered trademark of XxXxxxxx, Xxxxxxxx & Xxxxxx, Inc.
