1
Exhibit 10.29
(Translation)
AGREEMENT TO SUPPLY INFORMATION
AGREEMENT is made and entered into by and between MCM Asia Pacific Co.,
Ltd. ("MCM") and Kabushiki Kaisha Quick ("KKQ"), with regard to the supply by
MCM to KKQ of certain service handled by MCM and the sale and distribution by
KKQ of such service, as follows:
ARTICLE 1 (Supply of information)
1. MCM shall provide KKQ with the financial information service
described in Schedule I attached hereto which MCM handles as its own service
(the "MCM Service") through an input device provided in Paragraph 3 of this
Article which KKQ furnishes to MCM.
2. MCM shall feed the MCM Service into the input device provided in
Paragraph 3 of this Article which KKQ has furnished to MCM from 8:00 a.m.
through 5:00 p.m. every day except Saturdays, Sundays, legal holidays and those
days on which the Tokyo Stock Exchange is closed; provided, however, that if any
news of material importance such as the announcement of an economic indicator
breaks, MCM shall make an exception and supply the same to KKQ even outside the
above hours.
3. KKQ shall furnish to MCM without charge an input device required
by MCM to input the MCM Service as well as personal circuit and other
appurtenant facilities, upgrades, related equipment, supplies, basic information
service, etc.
4. KKQ shall bear costs incurred for the installation and removal
of
2
the input device referred to in the preceding Paragraph; provided, however, that
this provision shall not apply if the input device is installed or removed to
meet MCM's own needs.
ARTICLE 2 (License of right to distribute and sell)
1. MCM shall grant to KKQ a non-exclusive right to distribute,
sell, and license the use of, the MCM Service to those clients of KKQ ("KKQ"
includes its affiliates; hereinafter the same) in the Asia Pacific Area as more
fully described in Schedule II attached hereto to whom KKQ has given permission
to purchase the MCM Service.
2. Notwithstanding the preceding Paragraph, KKQ shall not
distribute nor sell nor license the use of the MCM Service to those clients
listed in Schedule III attached hereto as of the effective date of this
Agreement as well as those clients whom MCM will add to the list from time to
time during the term of this Agreement.
ARTICLE 3 (Standard rates, fee, shares, payment and sales records)
1. MCM shall suggest the amounts of money specified in Schedule IV
attached hereto (the "Standards Rates") as data for KKQ to determine the amount
to be charged by it to its clients for the MCM Service; provided, however, that
the Standard Rates shall serve only as reference for the determination of the
amount of payment for the MCM Service supplied by KKQ to its clients, and they
shall in no way restrict the right of KKQ and its clients to determine the
amount of such payment between them.
-2-
3
2. KKQ shall make a report to MCM in such form as agreed upon
between them which sets forth the list of KKQ's clients who use the MCM Service
as at the end of each month and the amounts charged by KKQ to such clients for
the MCM Service (the "Fee"), such report to be made no later than the end of the
next following month.
3. Within ten (10) days following receipt of KKQ's report, MCM
shall xxxx KKQ for the amount denominated in yen which represents MCM's share
computed on the basis of the Fee and the Shares specified in Schedule V attached
hereto; provided, however, that the Shares may be adjusted by agreement of MCM
and KKQ at the time of renewal of this Agreement and at no other time, and the
rate of conversion of a foreign currency into the yen shall be as provided in
Schedule V attached hereto.
4. KKQ shall pay the amount billed by MCM by paying the same
into the bank account designated by MCM which is identified in Schedule VI
attached hereto no later than the end of the second month following the month
the xxxx is dated.
5. If KKQ fails to make when due the payment provided in the
preceding Paragraph for causes attributable to KKQ, KKQ shall pay MCM overdue
interest computed at the rate of 14% per annum for the number of days of delay
in payment on the amount overdue until payment is made in full.
ARTICLE 4 (Restrictions on use of information)
1. Without the prior written consent of MCM, KKQ may not use all
-3-
4
or any part of the MCM Service in any services other than those which KKQ itself
provides as authorized under this Agreement.
2. KKQ agrees that its clients shall not save, alter,
copy/reproduce, resend nor circulate the contents of the MCM Service; provided,
however, that this provision shall not apply to a hard copy of computer output
made by KKQ's clients for their own use.
ARTICLE 5 (Indemnity/exoneration from liability)
1. Except as otherwise specifically provided in this Agreement,
no warranty, express or implied, including legal and contractual warranty shall
apply to the MCM Service in respect of accuracy of its information and
otherwise; provided, however, that if any error or mistake is found in the
contents of the MCM Service, MCM shall make correction as soon as and to the
extent possible.
2. MCM shall not be liable for the indemnification of any lost
profit, consequential damage, damage arising from special circumstances, damage
caused by loss of data, etc. which are sustained by any client of KKQ nor shall
MCM be liable for injunctive relief sought or a claim for damages filed by a
third party against any client of KKQ in respect of intangibles. Should a
lawsuit or any other claim be brought against MCM by a client of KKQ or a third
party, KKQ shall indemnify MCM for any and all damage, loss and expenses
incurred by MCM; provided, however, that if such lawsuit or claim is brought
solely by reason of a fault of MCM, MCM shall assume liability therefor to the
extent of the amount provided in Paragraph 3 below.
-4-
5
3. In all cases where a client of KKQ claims from MCM damages
arising from causes attributable to MCM, MCM shall be liable only for ordinary
and direct damage actually incurred by such client of KKQ and then only for
returning to such client of KKQ an amount which does not exceed the amount of
payment for the MCM Service received by KKQ from such client in accordance with
KKQ's agreement with such client.
ARTICLE 6 (Sales assistance by KKQ)
1. At its own request and at the request of MCM, KKQ may
distribute to its prospective clients and license them to use the MCM Service
free of charge for a period not exceeding one (1) month.
2. KKQ shall furnish to MCM those materials and information
which KKQ uses for the promotion of the MCM Service upon such terms and
conditions as prescribed by KKQ.
ARTICLE 7 (Use of MCM trademarks)
KKQ may use the trade name and trademarks of MCM in advertising
materials, signboards, etc. in selling the MCM Service, in which event KKQ shall
obtain the consent of MCM in advance and shall receive instructions from MCM
with regard to the manner of use of such trade name and trademarks.
ARTICLE 8 (Secrecy)
1. Each party hereto shall keep secret and confidential all
business information of the other party which it has acquired under this
Agreement and shall not disclose the same to any third party.
-5-
6
2. Each party hereto shall use all information disclosed to it
by the other party only for purposes of its business operations under this
Agreement and shall return the same to the other party immediately upon
termination of this Agreement.
3. The obligations of MCM and KKQ under this Article shall
continue in force during the term of this Agreement as well as for a period of
five (5) years following termination of this Agreement.
ARTICLE 9 (Termination for cause)
1. If either party hereto has breached any of the terms or
conditions of this Agreement, the other party shall give the breaching party
written notice of the breach and if 30 days have elapsed from the date of such
notice without the breaching party curing the breach specified in the notice,
the non-breaching party may terminate this Agreement forthwith.
2. If a party hereto is subjected to seizure, provisional
seizure, provisional disposition or commencement of public auction and the party
is not released therefrom within 60 days or if petition or application is filed
by or against a party hereto for its bankruptcy, composition with creditors or
corporate reorganization proceedings or if a party hereto is subjected to
process against taxpayer for taxes in arrears or if its transactions with banks
or similar institutions have been suspended by way of sanction against its
dishonor of notes/checks or if the financial position of a party hereto is found
to have otherwise substantially deteriorated, the other party may terminate this
Agreement forthwith by giving the
-6-
7
first-mentioned party written notice of termination. Termination of this
Agreement pursuant to the foregoing provision shall in no way preclude the
terminating party from claiming damages in accordance with the provisions of
Article 10 hereof.
ARTICLE 10 (Compensation for damage)
Each party hereto shall have the right to claim from the other
party damages caused by the latter's default of its obligations under this
Agreement subject, however, to the limitations provided in this Agreement.
ARTICLE 11 (Term)
The term of this Agreement shall be one (1) year from July 1, 1995
to June 30, 1996; provided, however, that unless either party hereto gives the
other party notice of its intention to the contrary not later than three (3)
months prior to the expiration of the term hereof, this Agreement shall be
renewed for an additional period of one (1) year upon the same terms and
conditions, and the same shall apply to all subsequent renewals hereof.
ARTICLE 12 (Non-assignment)
Neither party hereto shall assign to any third party this
Agreement or any of its rights and obligations hereunder, except with the prior
written approval of the other party.
ARTICLE 13 (Competent court)
With regard to any lawsuit arising in connection with this
Agreement, the Tokyo District Court shall be the court of first instance having
exclusive jurisdiction.
-7-
8
ARTICLE 14 (Matters not provided)
Matters not provided herein or any doubt arising in connection
with the interpretation of any of the terms of this Agreement shall be
determined or settled amicably through consultation of the parties hereto.
IN WITNESS WHEREOF, the parties hereto have executed this
agreement in duplicate, each party retaining one original.
Dated: July 1, 1995
MCM Asia Pacific Co., Ltd.
0-0, Xxxxxxxxxxxx 0-xxxxx
Xxxxxxx-xx, Xxxxx
Xxxxxx Xxxxxx
Representative Director
Kabushiki Kaisha Quick
0-0, Xxxxxxxxx 0-xxxxx
Xxxxxxx-xx, Xxxxx
Mitsuhisa Yoshino
Director
and General Manager,
Information Department
-8-
9
SCHEDULE I
FINANCIAL INFORMATION SERVICE
1. Name of the Service: MCM KinriWatch
2. Contents of the Service:
(1) Fundamental Analysis Market Comment
Analysis, preview and overview of Money
Market
Money Market Calendar
(2) Technical Analysis Technical Chart Analysis
(3) Yield Curve Analysis Spread Analysis
(4) Glossary
(5) Various information and commentary relating to the above mentioned
analysis
The contents of the service mentioned above might be changed by written notice
from MCM to KKQ and approval by KKQ.
-9-
10
SCHEDULE II
DISTRIBUTION AREA
Japan, South Korea, the People's Republic of China, Taiwan, Hong Kong,
Philippines, Indonesia, Thailand, Malaysia, Singapore, Australia and New
Zealand. Other nations in Asia Pacific region shall be included by prior notice
from KKQ to MCM and approval by MCM.
-10-
11
SCHEDULE III
CLIENTS NOT TO BE DISTRIBUTED, SOLD NOR LICENSED THE USE OF THE MCM SERVICE
Xxxxx Xxxxxxx Theoretical Spot Bunkerfuels
Bloomberg LP Capital Techniques
Elliot Wave International Xxxxx Economics, Inc.
Dow Xxxxx Telerate Limited Dow Xxxxx News Services
Xxxxxx & Santow Xxxxxx-Xxxxxx Financial
Xxxxx Xxxxxxx Capital Consultants Market Data Corp.
Market News Network MGI Network
MMS International Prisma
Public Securities Association XX Xxxxxxxxx Technical Dimensions
Reuters Japan Ltd. Reuters Ltd.
X.X. Xxxxxxxxx & Associates Ried, Thumberg & Co.
Xxxxxx Xxxxx Sigma Base Capital Corp.
Thomson Corporation Japan Ltd. Thomson Financial Services Ltd.
(All Division) (All Division & Location)
Nihon Keizal Shimbun FISCO
Kyodo News Service
All the offices, branches, subsidiaries and companies related to the above
listed companies shall be included in this list.
-11-
12
SCHEDULE IV
STANDARD RATES
(Monthly Fee)
a) Asia Pacific nations except Hong Kong
1. Standalone system Yen 40,000 per terminal
2. Video Switching system
Dedicated Connection Yen 40,000 per port
Shared Connection Yen 20,000 per WS
View Connection Yen 4,000 per WS
3. Page Feed System
1 ws Yen 80,000
2~5 ws Yen 160,000
6~10 ws Yen 268,000
11~20 ws Yen 400,000
21~50 ws Yen 660,000
51~100 ws Yen 1,000,000
101 ws~ Yen (1,000,000+4,000X (x-100))
b) Hong Kong
Standalone System HK$2,850 per terminal
-12-
13
SCHEDULE V
SHARES
MCM: 80%
KKQ: 20%
Yen exchange rate: Bank of Tokyo's mid-rate for customers on the last business
day of the month.
KKQ will report the exchange rate on the monthly report to MCM.
-13-
14
SCHEDULE VI
PAYMENT
Payment of the fee is to be made into the following bank account
Sakura Bank Tokyo Main Office
Savings Account # 0000000
Account Name: MCM Asia Pacific Co., Ltd.
-14-
