Exhibit 10.14
CONFIDENTIAL
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AMENDMENT TO LICENSE AGREEMENT
This Amendment, dated as of September 9, 1997, amends that certain
License Agreement (the "Agreement"), dated as of June 5, 1997, by and between
Dow Xxxxx & Company, Inc. ("Dow Xxxxx"), having an office at 000 Xxxxxxx Xxxxxx,
Xxx Xxxx, Xxx Xxxx 00000, and the Board of Trade of the City of Chicago (the
"Licensee"), having an office at 000 Xxxx Xxxxxxx Xxxxxxxxx, Xxxxxxx, Xxxxxxxx
00000. Capitalized terms used but not otherwise defined herein have the
meanings ascribed to such terms in the Agreement.
WHEREAS, Dow Xxxxx compiles, calculates and maintains the Indexes, and
Dow Xxxxx owns rights in and to the Indexes, the proprietary data contained
therein, and the Dow Xxxxx Marks; and
WHEREAS, Dow Xxxxx and the Licensee entered into the Agreement and,
pursuant to the terms and conditions thereof, Dow Xxxxx granted to the Licensee
a non-transferable, exclusive world-wide license to use the Indexes and the Dow
Xxxxx Marks in connection with the listing of Products for trading on or through
the Licensee during the hours of 9:30 A.M. to 4:15 P.M. (Eastern Time); and
WHEREAS, the Licensee wishes to expand the hours that it may lawfully
use the Indexes and the Dow Xxxxx Marks for such purposes with respect to
Products based on the Dow Xxxxx Industrial Average to begin at 9:15 A.M.
(Eastern Time); and
WHEREAS, paragraph (c) of Section 12 of the Agreement provides that
the terms of the Agreement may be modified and amended by a written instrument
signed by duly authorized officers of both parties thereto.
NOW, THEREFORE, in consideration of the premises and the mutual
covenants and agreements contained herein, it is agreed as follows:
1. Grant of Non-Exclusive License.
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Subject to the terms and conditions of the Agreement and of this
Amendment thereto, Dow Xxxxx hereby grants to the Licensee a non-transferable
(except to affiliates pursuant to Section 12(a) of the Agreement), non-exclusive
license to use the Indexes solely in connection with the listing for trading of
Products based on the Dow Xxxxx Industrial Average for trading on or through the
Licensee during the hours of 9:15 A.M. to 9:30 A.M. Eastern Time. Accordingly,
paragraph (a) of Section 1 of the Agreement hereby is amended and restated in
its entirety as follows:
1. Grant of License.
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(a) Subject to the terms and conditions of this Agreement, Dow
Xxxxx hereby grants to the Licensee a non-transferable (except to
affiliates pursuant to Section 12(a)): (i) exclusive (subject to
Section 1(d)) worldwide license to use the Indexes solely in
connection with the listing for trading of the Products for trading on
or through the Licensee during the hours of 9:30 A.M. to 4:15 P.M.
(Eastern Time); (ii) non-exclusive worldwide license to use the
Indexes solely in connection with the listing for trading of the
Products based on the Dow Xxxxx Industrial Average for trading on or
through the Licensee during the hours of 9:15 A.M. to 9:30 A.M.
(Eastern Time); and (iii) to use and refer to the Dow Xxxxx Marks in
connection with such listing, and the marketing and promotion of the
Products, in order to indicate the source of the Indexes and as may
otherwise be required by applicable laws, rules or regulations or
under this Agreement.
* * *
2. Termination of Non-Exclusive License.
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Dow Xxxxx shall have the right, in its sole discretion, to
terminate the license granted hereby at any time upon 30 days prior written
notice to the Licensee. Accordingly, Section 4 of the Agreement is hereby
amended to provide
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new paragraph (j), which shall state in its entirety:
(j) Notwithstanding anything to the contrary herein, Dow Xxxxx
shall, in its sole discretion and upon 30 days prior written notice,
have the right to terminate the non-exclusive world-wide license to
use the Indexes solely in connection with the listing for trading of
the Products based on the Dow Xxxxx Industrial Average for trading on
or through the Licensee during the hours of 9:15 A.M. to 9:30 A.M.
(Eastern Time) granted in Section 1(a)(ii) of this Agreement. The
Licensee agrees that such termination shall not constitute a material
breach of this Agreement.
* * *
3. Other Matters.
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(a) This Amendment is intended by the parties to amend the Agreement
as set forth herein and to constitute a written instrument pursuant to and in
accordance with Section 12 (c) of the Agreement.
(b) This Amendment constitutes the entire agreement of the parties
hereto with respect to its subject matter, and supersedes any and all previous
agreements between the parties with respect to the subject matter of this
Amendment. There are no oral or written collateral representations, agreements
or understandings with respect to the subject matter of this Amendment except as
provided herein.
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IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed as of the date first set forth above.
DOW XXXXX & COMPANY, INC.
By: /s/ Xxxxx X. Xxxxx
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Name: Xxxxx X. Xxxxx
Title: Vice President
BOARD OF TRADE OF THE CITY OF CHICAGO
By: /s/ Xxxxxxx X. Arbor
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Name: Xxxxxxx X. Arbor
Title: Chairman of the Board
By: /s/ Xxxxxx X. Xxxxxxx
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Name: Xxxxxx X. Xxxxxxx
Title: President and Chief Executive Officer
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