STANDARD & POOR'S
A DIVISION OF THE XXXXXX-XXXX COMPANIES
STANDARD & POOR'S XXXXXXXX REVENDOR INFORMATION DISTRIBUTION
LICENCE AGREEMENT
This Agreement is made 23rd August 1996 between
(1) XxXxxx-Xxxx International (UK) Ltd - Standard & Poor's XxxXxxxx Division
("Standard & Poor's XxxXxxxx") whose registered office is at XxXxxx-Xxxx
Xxxxx, Xxxxxxxxxxxxxx Xxxx, Xxxxxxxxxx, Xxxxx. XX0 0XX and whose Principal
place of Business is at Wimbledon Xxxxxx Xxxxx, 0 Xxxxxxxxx Xxxx, Xxxxxx
XX00 0XX, XX, and
(2) Virtual Telecom
Morgines Business Center
00 xxxxxx xxx Xxxxxxxx
0000 Xxxxx-Xxxxx 0 - Xxxxxx - Xxxxxxxxxxx
WHEREAS:
A) Standard & Poor's XxxXxxxx is licensed to distribute information from
various Stock Exchanges, Commodity Exchanges, and other sources ("Sources");
and
B) The parties desire that certain information from Standard & Poor's XxxXxxxx
("Information") as specified in Exhibit A, attached hereto and made a part
hereof, be made available to Licensee for dissemination by Licensee through
its services ("Service") as described more fully in Exhibit C, attached
hereto and made a part hereof.
WHEREBY IT IS AGREED AS FOLLOWS
1. LICENCE
a) Standard & Poor's XxxXxxxx hereby grants a non-exclusive licence to Licensee
to permit dissemination of Information through the Service upon the terms
and non-transferable conditions set out herein.
b) Licensee is hereby granted the right to provide electronic access to the
Information to any or all of its present and future Service users ("Users")
provided that the Information is supplied to the User by means (such as
data encryption, or packet transmission-digitizing) which prevent
unauthorised reception, use or retransmission and further provided that
Licensee has executed any and all necessary documents with various Sources,
which documents have been accepted and approved by the Sources. Notice of
such Source acceptance and approval must be supplied to Standard & Poor's
XxxXxxxx prior to Licensee's use of Information. A User is defined as a
direct customer of Licensee having access to the Service and who has
executed a subscription Agreement which contains the terms and conditions
set forth in clause 3d. Licensee shall strictly control access to
Information so that it may not be used by persons or firms other than
Users.
c) Licensee understands that it is not entitled to sublicense, transfer or
assign its rights hereunder, licensee shall make the Information available
only to the Users of the Service. Licensee represents and warrants that
each User shall use the Information supplied hereunder wholly and solely
for User's internal business purposes, and that Users shall not reproduce,
publish, or distribute the Information in any format, in whole or in part,
for sale or commercial use.
d) In the event that Licensee desires to sell any or all of the Information to
resellers or information vendors, such sale is not permitted under this
Agreement, and must be authorised by Standard & Poor's XxxXxxxx under a
separate agreement or by mutually agreeable amendment executed and attached
hereto.
STANDARD & POOR'S
A DIVISION OF THE XXXXXX-XXXX COMPANIES
2. EQUIPMENT
a) Licensee shall have no right in or to any Standard & Poor's XxxXxxxx
equipment or associated communications equipment ("Standard & Poor's
XxxXxxxx Equipment") or to the Information received, except the rights of
use herein granted. Where Standard & Poor's XxxXxxxx is provided via
satellite the Licensee shall not use (without Standard & Poor's XxxXxxxx'x
express prior written consent) any of the satellite receiver equipment
including both indoor and outdoor devices, for any other purpose other than
the purpose of this Agreement.
b) Licensee shall not attach, or permit or cause to be attached, any devices or
communication lines to the Standard & Poor's XxxXxxxx Equipment except for
the purpose of receiving the Information.
c) Licensee shall not move the Standard & Poor's XxxXxxxx Equipment without
the permission of Standard & Poor's XxxXxxxx.
d) The Standard & Poor's XxxXxxxx Equipment will include Standard & Poor's
XxxXxxxx Terminal Interface Device (TID) which will be maintained by
Standard & Poor's XxxXxxxx in good working order as part of the Licence
fee. The installation cost of the TID shall form part of the set-up and
installation fee shown in Schedule of Fees in Exhibit D, attached hereto
and a part hereof. All other Standard & Poor's XxxXxxxx Equipment
(including without limitation all communication equipment) will be subject
to additional installation and maintenance fees. Licensee shall be liable
for the cost of any extraordinary installation, repair or replacement of
any of the Standard & Poor's XxxXxxxx Equipment. Extraordinary installation
includes (without limitation) special cable requirements such as cabling in
excess of 10 feet, installation work performed during non-business hours,
electrical work done external to the Standard & Poor's XxxXxxxx Equipment,
and expedited order-handling and shipping. Extraordinary maintenance
includes (without limitation) electrical work external to the Standard &
Poor's XxxXxxxx Equipment, maintenance on accessories or attachments and
includes repair of damage to the Standard & Poor's XxxXxxxx Equipment,
resulting from accident, neglect, misuse, failure of electrical power or
causes other than ordinary use. Licensee shall return the Standard & Poor's
XxxXxxxx Equipment in good condition, ordinary wear and tear excepted, upon
termination of this Agreement.
3. INFORMATION
a) The Information shall be categorised and delivered to Licensee according to
the Data Specifications described in Exhibit B attached hereto and made a
part hereof. The furnishing of the Information is conditional upon strict
compliance with the provisions of this Agreement, the applicable policies
of the Sources, and with all local, and national regulations which might
pertain to the use of the Information or the Service. Standard & Poor's
XxxXxxxx may discontinue provision of the Information hereunder, without
notice, whenever the terms of its agreements with the Sources require such
discontinuance, or in its judgement it finds a breach by Licensee of any of
the provisions in this Agreement. In the event Standard & Poor's XxxXxxxx
discontinues providing some or all Information hereunder through no fault
of the Licensee, then an equitable adjustment will be made in the fees
charged hereunder.
STANDARD & POOR'S
A DIVISION OF THE XXXXXX-XXXX COMPANIES
b) Notwithstanding clause 3(a), Standard & Poor's XxxXxxxx will use reasonable
endeavours to deliver the information, for each Source that it is able to
do so, delayed in a manner that conforms with the requirements of the
Sources to the extent that such a delay will result in the Users of the
Service not incurring end-user Source fees. Where Standard & Poor's
XxxXxxxx is not able to fulfil the requirements of the Source for delayed
data then the Licensee shall be responsible directly to the Source in
fulfilling such requirements. Standard & Poor's XxxXxxxx accepts no
liability for any breach of Source requirements howsoever arising from
Standard & Poor's XxxXxxxx'x or Licensee's obligations in this sub-clause.
c) Neither Standard & Poor's XxxXxxxx nor any of its Sources warrants that the
information will be uninterrupted or error-free. Standard & Poor's XxxXxxxx
and all Sources involved with the Information supplied as part of the
Standard & Poor's XxxXxxxx service shall in no way be liable to Licensee
for any inaccuracies, errors or omissions, regardless of cause, in the
Information received on Standard & Poor's XxxXxxxx, or for any damages
(whether direct, indirect or consequential) resulting therefrom. All
representations, warranties and conditions whether expressed or implied by
statute, common law or otherwise in relation to the Information are hereby
excluded. In the event that Standard & Poor's XxxXxxxx is held liable for
damages under this Agreement, in no event shall such liability whether
arising from breach of contract, negligence, warrant or strict liability or
otherwise in the aggregate exceed one month's Standard & Poor's XxxXxxxx
License Fees.
d) Prior to commencing distribution of the Information to any User, Licensee
shall enter into a written subscription agreement with each such User, the
form of which agreement shall be subject to the prior review and approval
of Standard & Poor's XxxXxxxx. Such subscription agreement shall include
the provisions to the effect that each User:
(i) agrees that Standard & Poor's XxxXxxxx and the Sources shall have no
liability for the accuracy or completeness of the Information or for
delays, Interruptions, or omissions therein;
(ii) agrees not to use or permit anyone to use the information for any
unlawful purpose;
(iii) agrees that the information is to be used soley for the internal use
of the Users and its employees and not for redistribution to any
other person or entity; provided, however, that "internal use" shall
be deemed to include use by third parties with whom the User share
but to whom User does not sell or beneficially provide the
information, provided that the usage by such third parties
constitutes an integral and inseparable part of the User business;
(iv) agrees that its arrangements with Licensee for receipt of the
information is subject to termination in the event that this
Agreement between Licensee and Standard & Poor's XxxXxxxx, is
terminated for any reason;
(v) agrees, where applicable, to make application to and receive written
approval for receipt of the Information from each and every Source
prior to commencing receipt of the information and agree to comply
with any conditions, restrictions or limitations imposed by any of
the Sources, including paying all such fees or charges as such
Sources may impose either directly or through Standard & Poor's
XxxXxxxx or Licensee; and
(vi) acknowledges that the Sources described in the preceding paragraph
may have the right to terminate provision of the information to
subscriber with or without notice and that neither any such Source,
Standard & Poor's XxxXxxxx nor Licensee shall have any liability in
connection therewith.
STANDARD & POOR'S
A DIVISION OF THE XXXXXX-XXXX COMPANIES
e) Licensee agrees to indemnify and hold Standard & Poor's XxxXxxxx and its
affiliates harmless from and against any and all losses, damages,
liabilities, costs, charges and expenses, including reasonable attorneys'
fees, arising out of: (i) any liability of Standard & Poor's XxxXxxxx to any
User where Licensee has failed to incorporate the foregoing provisions in
its agreement with such User; or (ii) any breach of alleged breach on the
part of Licensee or any User with respect to its/their obligations to obtain
prior approvals from appropriate Sources and to comply with any applicable
conditions, restrictions or limitations imposed by a Source.
f) Standard & Poor's XxxXxxxx represents that it has the rights and licenses,
if any, necessary to transmit the Information to Licensee, and that so far
as Standard & Poor's XxxXxxxx is aware, Licensee's planned use of
Information under the terms and conditions contained herein does not
infringe any proprietary right or any third party right.
g) Standard & Poor's XxxXxxxx shall deliver the Information to Licensee at
Morgines Business Center
00 xxxxxx xxx Xxxxxxxx
0000 Xxxxx-Xxxxx 0 - Xxxxxx - Xxxxxxxxxxx
or at such other locations as Licensee and Standard & Poor's XxxXxxxx may
agree. Where Standard & Poor's XxxXxxxx is provided to the Licensee via
telephone lines then Standard & Poor's XxxXxxxx shall, at Licensee's
expense, install, furnish, and maintain or arrange to be installed,
furnished and maintained, necessary modems, communication lines and/or
interface equipment. Where Standard & Poor's XxxXxxxx is provided via
satellite then Standard & Poor's XxxXxxxx shall, at Licensee's expense,
install, furnish, and maintain or arrange to be installed, furnished and
maintained, the indoor and outdoor equipment necessary to receive Standard
& Poor's XxxXxxxx by satellite.
4. PAYMENTS
In consideration for the rights granted by Standard & Poor's XxxXxxxx in
this Agreement, Licensee shall make payments to Standard & Poor's XxxXxxxx
as follows:
a) Licensee shall pay to Standard & Poor's XxxXxxxx a one time non-
refundable set-up and installation fee as shown in Exhibit D due and
payable upon execution of this Agreement.
b) Standard & Poor's XxxXxxxx shall invoice Licensee for all communications
equipment (including without limitation modems and/or satellite receiver
equipment) supplied and/or maintained pursuant to this Agreement. The
cost of supply and/or maintenance of such communications equipment is
shown in Exhibit D.
c) Non-recurring charges such as relocation, and removals will be billed in
accordance with Standard & Poor's XxxXxxxx'x then current published
rates.
d) Licensee will pay quarterly in advance minimum Licence fees, the total of
which after this Agreement becomes effective will be the amount as shown
in Exhibit D. The payment for the first quarter shall be made upon
execution of this Agreement.
e) Licensee shall be responsible for the payment of any and all applicable
fees billed to Standard & Poor's XxxXxxxx or directly to Licensee by
Sources, which fees result from Licensee's use of Information.
f) Standard & Poor's XxxXxxxx may, in its sole discretion and at any time
following the initial term of this Agreement, modify the amounts in
Exhibit D as specified herein after having
STANDARD & POOR'S
A DIVISION OF THE XXXXXX-XXXX COMPANIES
provided written notice to Licensee of at least one hundred and eighty
days (180) days before expiry of the initial term.
g) Standard & Poor's XxxXxxxx may audit Licensee's records for the sole
purpose of verifying the accuracy of Licensee's reported annual License
fees as provided for in clause 4(d). Licensee will make such records
readily available to Standard & Poor's XxxXxxxx for inspection during
normal working hours on one week's notice. Standard & Poor's XxxXxxxx
agrees that all of Licensee's records will be treated as confidential and
will not be used for any purpose other than the audit.
h) All charges and amounts referred to in this Agreement are stated
exclusive of VAT or other applicable local taxes which shall be added at
the then current rate.
i) All invoices submitted by Standard & Poor's XxxXxxxx are payable
within 30 days of the invoice date. Standard & Poor's XxxXxxxx
reserves the right without prejudice to any other rights it may have
to charge interest at the rate of 3% over the National Westminster
Bank plc Base Rate from time to time on overdue accounts, such
interest to run from the date payment is due to the date it is made.
5. INFORMATION ENHANCEMENTS
Any improvements or beneficial alterations to the Standard & Poor's
XxxXxxxx service which might occur during the term of this Agreement,
while unidentified at this time, will be offered to Licensee under terms
and conditions to be negotiated provided:
a) Standard & Poor's XxxXxxxx has the right to supply new information to
Licensee; and
b) Licensee and Standard & Poor's XxxXxxxx execute a separate agreement or
an amendment to this Agreement.
6. TERM
a) This Agreement shall take effect upon its execution by an authorized
representative of Standard & Poor's XxxXxxxx and of the Licensee.
b) The term of this Agreement shall be for an initial term of thirty (30)
months commencing on the effective date and shall continue thereafter
for additional consecutive twelve (12) month periods unless written
notice of termination shall have been received by either party from the
other at least ninety (90) days prior to the end of the initial term or
any additional twelve (12) month period.
c) If Standard & Poor's XxxXxxxx shall increase its charges pursuant to
paragraph 4(f) above, Licensee shall have the option to terminate this
Agreement by written notice to Standard & Poor's XxxXxxxx within ninety
(90) days of Licensee's receipt of notice of such rate increases, such
notice to expire on the final day of the initial term or any additional
twelve (12) month period.
7. USE OF XXXX
Licensee may not use any of the names Standard & Poor's, SPC or Standard
& Poor's XxxXxxxx in marketing or advertising materials without the prior
written consent of Standard & Poor's XxxXxxxx.
STANDARD & POOR'S
A DIVISION OF THE XXXXXX-XXXX COMPANIES
8. RIGHTS OF SPECIFICATION
The Standard & Poor's XxxXxxxx Data Specification described in Exhibit B
is proprietary to Standard & Poor's XxxXxxxx or its licensor and nothing
in this contract conveys any rights whatsoever with regard to the use of
Data Specification to Licensee. The Data Specification is provided to
the Licensee strictly for the purpose of developing internal computer
software to receive the information. Licensee may not use the Data
Specification for any other purpose whatsoever, including, but not
limited to, the development of systems for transmission of computer
data. Licensee may not give, transmit, or sell the specification to any
other party. Neither Standard & Poor's XxxXxxxx nor its licensor shall
have any liability or responsibility for any loss or damage resulting
from use by Licensee of the said Data Specification. Upon the
termination of the Agreement for any reason, Licensee agrees to return
the Data Specification to Standard & Poor's XxxXxxxx and provide a
written certification that Licensee has not retained any copies of the
Data Specification.
9. CONFIDENTIALITY
In addition to the duties imposed on Licensee pursuant to clause 8 above
Standard & Poor's XxxXxxxx and Licensee agree to hold confidential any
and all of each other's trade secrets, procedures, formula, Data
Specification Agreements, financial data, User lists, and future plans,
which may be learned before and during the term of this Agreement. The
learned information will be held confidential throughout the term of
this Agreement and five years thereafter, unless it becomes freely and
publicly available otherwise than as a result of breach by either party
of its obligations under this Agreement or is independently developed
without reference to the other party's confidential information.
10. PREVENTION OF PERFORMANCE
Standard & Poor's XxxXxxxx shall not be liable for any failure in
performance of this Agreement if such failure is caused by acts of God,
war, governmental decree, power failure, judgement or order, strike, or
other circumstances, whether or not similar to the foregoing, beyond its
reasonable control.
11. RIGHT OF TERMINATION IN THE EVENT OF BREACH OR BANKRUPTCY
a) Subject as otherwise provided in this Agreement, in the case of any
serious breach of this Agreement either party may give written notice to
the other party requiring the breach to be remedied by that other party
within 30 days of the date of that written notice and if the other party
fails to comply with the notice the first mentioned party may forthwith
terminate the Agreement by giving written notice to the other party.
b) This Agreement may be terminated forthwith on summary notice in writing
by either party in the event that the other party shall have a receiver
manager or administrator appointed over the whole or any part of its
assets or if any order shall be made or resolution passed for the
winding up of the other party (except for the purpose of amalgamation or
reconstruction) or if the other party shall enter into any composition
or arrangement with its creditors or shall cease or threaten to cease to
carry on business.
STANDARD & POOR'S
A DIVISION OF THE XXXXXX-XXXX COMPANIES
12. ASSIGNMENT
This Agreement shall not be assigned, sublicensed or otherwise transferred
by Licensee without the prior written consent of Standard & Poor's XxxXxxxx.
13. ENTIRE AGREEMENT
This Agreement and its exhibits embodies the whole Agreement between the
contracting parties. There are no promises, representations, conditions or
terms other than those herein contained.
14. NON-WAIVER
The failure of either party to exercise any of its rights under this
Agreement for a breach thereof shall not be deemed to be a waiver of such
rights nor shall be deemed to be a waiver of any subsequent breach.
15. AMENDMENTS
No modification, change or alteration of this Agreement shall be effective
unless in writing and signed by the parties hereto.
16. NOTICES
All notices under this Agreement shall be given in writing to the parties as
follows:
TO: Standard & Poor's XxxXxxxx
Wimbledon Bridge House
0 Xxxxxxxxx Xxxx
Xxxxxx XX00 0XX, XX
Attn: Xx Xxxx Xxxxxxxxx-General Manager.
TO: Virtual Telecom
Morgines Business Center
00 xxxxxx xxx Xxxxxxxx
0000 Xxxxx-Xxxxx 0 - Xxxxxx - Xxxxxxxxxxx
STANDARD & POOR'S
A DIVISION OF THE XXXXXX-XXXX COMPANIES
17. GOVERNING LAW
This Agreement shall be governed by English Law and the parties agree
hereby to submit to the jurisdiction of the English Courts.
IN WITNESS WHEREOF Licensee and Standard & Poor's XxxXxxxx have caused
this Agreement to be executed by their duly authorized respective
officers, as of the day and year above written.
SERVICE REQUESTED BY: SUBSCRIPTION ACCEPTED BY:
[Illegible] [Illegible]
---------------------------------- -----------------------------------------------
(Duly Authorized Signatory) (Authorized Standard & Poor's XxxXxxxx Officer)
[Illegible] [Illegible]
---------------------------------- -----------------------------------------------
(Name and Title) (Name and Title)
VIRTUAL TELECOM XxXxxx-Xxxx International (UK) Ltd
--------------- ----------------------------------
(Company Name) Standard & Poor's XxxXxxxx Division
-----------------------------------
10 Sept. 1996 19 Sept '96
---------------------------------- -----------------------------------------------
(Date) (Date)
STANDARD & POOR'S
A DIVISION OF THE XXXXXX-XXXX COMPANIES
EXHIBIT A
INFORMATION DEFINITION
This information shall include delayed and real time data from Exchanges and
Sources covered by Standard & Poor's XxxXxxxx, as shown below, provided that
such Exchanges and Sources have given their approval, and agreements with them
have been completed when required:
ASIA & AUSTRALIA SWITZERLAND
Hong Kong Futures Exchange (HKFE) Basle Stock Exchange and Bonds
Singapore International Monetary Exch. (SIMEX) Berne Stock Exchange and Xxxxx
Xxxxxx Stock Exchange and Bonds
CANADA Zurich Stock Exchange and Bonds
SOFFEX
Montreal Stock Exchange EBS International
Toronto Stock Exchange
UNITED KINGDOMh
FRANCE
London Stock Exchange (LSE)
MATIF SEAQ International Level 1
MONEP LIFFE
Paris Stock Exchange London Metal Exchange (LME)
Paris Bonds, Paris Cash
NORTH AMERICA
GERMANY
Chicago Board of Trade (CBOT)
Frankfurt Stock Exchange (FSE) Chicago Mercantile Exchange
Deutsche Termin Borse (DTB) (CME) and (IMM)
New York Mercantile Exchange
(NYMEX)
Options Price Reporting
Authority (OPRA)
ITALY New York Stock Exchange (NYSE)
American Stock Exchange (AMEX)
Mercato Italiano dei Futures (MIF) NASDAQ
Mercato Reddito Fisso (MRF) Foreign Currency Options (PHLX)
Mercato Continuo Italia (MCI)
Mercato Secondario dei Titoli di Stato (MTS) FOREIGN EXCHANGE
NETHERLANDS Combined quotes
Amsterdam Stock Exchange (ASE) INTERNATIONAL INDICES
European Options Exchange (EOE)
STANDARD & POOR'S
A DIVISION OF THE XXXXXX-XXXX COMPANIES
EXHIBIT B
STANDARD & POOR'S XXXXXXXX DATA FORMAT
The information shall be delivered in broadcast mode via a dedicated Satellite
installation at Virtual Telecom office at Morgines Business Center, 00 xxxxxx
xxx Xxxxxxxx, 0000 Xxxxx-Xxxxx 0 - Xxxxxx-Xxxxxxxxxxx or at such other locations
as Licensee and Standard & Poor's XxxXxxxx may agree.
The Information described in exhibit A shall be made available to the Virtual
Telecom TAL Server via a XxxXxxxx Terminal Interface device (TID).
STANDARD & POOR'S
A DIVISION OF THE XXXXXX-XXXX COMPANIES
EXHIBIT C
DESCRIPTION OF LICENSEE SERVICE
TO BE PROVIDED BY VIRTUAL TELECOM
STANDARD & POOR'S
A DIVISION OF THE XXXXXX-XXXX COMPANIES
EXHIBIT D (page 1 / 2)
SCHEDULE OF FEES
1. STANDARD & POOR'S XXXXXXXX LICENCE FEES
INTERNET WEB SERVICE
Licensee will pay Licence Fees in the following way:
Licensee shall send a monthly report to Standard & Poor's XxxXxxxx indicating
the number of Users of the WEB Service that have access to the Standard & Poor's
XxxXxxxx Information including the generated revenue from this service. Virtual
Telecom will provide copy of client invoices if requested.
Standard & Poor's XxxXxxxx will invoice Licensee for 50% of the remaining
monthly revenue (as specified below). This is payable quarterly in arrears.
INTERNET TAL SOFTWARE BASED SERVICE
Licensee will pay Licence Fees in the following way:
Licensee shall send a monthly report to Standard & Poor's XxxXxxxx indicating
the number of Users of the TAL software based Service that have access to the
Standard & Poor's XxxXxxxx Information including the generated revenue from this
service.
Standard & Poor's XxxXxxxx will invoice Licensee for 50% of the remaining
monthly revenue (i.e. after Xxxxxxxx and basic AFX News service, Foreign
Exchange and indexes royalties, quarterly in arrears.
The minimum monthly amount to Standard & Poor's XxxXxxxx, payable quarterly in
advance, will be:
September 96 to January 97 L 2,000 per month
February to April 97 L 2,750 per month
May to July 97 L 3,500 per month
August to October 97 L 5,000 per month
November to January 98 L 7,500 per month
From February 98 L 10,000 per month
The above assume less than 400 TAL Users. Beyond 400 TAL Users, Standard &
Poor's XxxXxxxx will invoice Licensee for 50% of the remaining monthly revenue,
as specified above.
The above are datafeed charges only and exclude exchange pass through and end
user fees.
2. SATELLITE RENTAL AND COMMUNICATIONS COSTS
L 200 per month
STANDARD & POOR'S
A DIVISION OF THE XXXXXX-XXXX COMPANIES
EXHIBIT D (page 2/2)
SCHEDULE OF FEES
3. STANDARD & POOR'S XXXXXXXX SETUP AND INSTALLATION FEES (ONE OFF)
Setup and installation L 1,700
Security Deposit L 2,000
(refundable on termination of service)
PLEASE NOTE:
(a) All prices are exclusive of VAT and local taxes.
(b) Communication prices above are subject to change without notice.
(c) Exchange fees - as required,
(d) Sources and Exchanges fees are subject to change without notice
(e) Standard & Poor's XxxXxxxx reserves the right to increase its service
fees for additional data required by Virtual Telecom in addition to
that listed in Exhibit A.
