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Confidential Materials omitted and filed separately with the Securities
and Exchange Commission. Asterisks denote omissions.
EXHIBIT 10.27
OPTIONAL SERVICE DELIVERY
AGREEMENT
THIS AGREEMENT, dated as of April 1, 1996 between ADP Financial Information
Services, Inc., a Delaware corporation with offices at 000 0xx Xxxxxx, Xxxxx
000, Xxx Xxxx, Xxx Xxxx 00000 ("ADP"), and XxXXXXXX, XXXXXXXX & XXXXXX, INC., a
Delaware corporation with offices at One Chase Xxxxxxxxx Xxxxx, 00xx Xxxxx, Xxx
Xxxx, Xxx Xxxx 00000 ("Source").
WHEREAS, ADP prepares, operates and transmits financial data to subscribers by
means of a data feed and software necessary to receive electronically
distributed information services (the "Network"); and
WHEREAS, Source publishes certain electronic information services including
those services listed and described in Exhibit A to this Agreement (the "Source
Services"); and
WHEREAS, Source currently distributes all or some of the Source Services via
other network vendors; and
WHEREAS, Source desires to provide the Source Services through the Network to
current and potential subscribers of ADP as well as via direct feed to third
parties.
NOW THEREFORE, the parties, in consideration of the premises and mutual
covenants contained herein, agree as follows:
1. Distributor; Non-Exclusivity; Additional Source Services.
a. Distributor - Appointment. Source hereby appoints ADP, and ADP hereby agrees
to serve as, a non-exclusive distributor of Source for the term set forth in
Section 11 for the limited purpose of marketing and distributing the Source
Services worldwide to ADP Subscribers, as defined below, who thereafter
subscribe to the Source Services ("Source Subscribers"), all in accordance with
the terms and conditions hereof. "Subscribers" shall mean those persons or
entities authorized by ADP subject to the terms and conditions hereof, to access
all or part of the Source Services. Notwithstanding the foregoing, ADP shall not
deliver the Source Services to those persons set forth in Exhibit B, as such
exhibit is modified from time to time by Source, with any modifications being
implemented by ADP as soon as possible, but in no event later than thirty (30)
days from the giving of written notice by Source.
b. Non-Exclusivity. The parties acknowledge and agree that the appointment of
ADP as distributor of Source for the purpose of distributing the Source Services
shall be on a non-exclusive basis. Source retains the right to distribute itself
or permit
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other third parties to distribute one or more of the Source Services or services
substantially similar thereto.
c. Additional Source Services. In the event that the parties agree that ADP may
distribute other existing services of Source or any electronically distributed
information service hereafter developed by Source that are not listed in Exhibit
A or that are not substantially similar to any service listed therein (an
"Additional Source Service"), then such Additional Source Service shall fall
within the definition of Source Service under this Agreement, and the
distribution of such Additional Source Service shall be subject to the terms and
conditions set forth in this Agreement.
2. Inputting; Direct Feed; Accessibility; Display; Accuracy.
a. Inputting and Use of Services.
i. Generally. Source shall input the Source Services into the Network by means
of the ADP equipment and/or services as set forth in Exhibit C. ADP shall
provide Source with subscriptions and software necessary to receive the Source
Services for no charge. ADP agrees to provide such additional software and
upgrades to existing software to Source from time to time during the term of
this Agreement and any extensions thereof, that are necessary for Source to
receive the Source Services pursuant to this Agreement at no cost to Source.
Source shall be responsible for any costs associated with cabling or other
modifications necessary within its locations. Source shall be responsible for
all local communication costs between Source and ADP locations. ADP shall
provide at no charge to Source access to those services produced by ADP and not
originated by any third party which are in the same service category as those
relevant services produced by Source; provided that ADP shall have the right to
deny Source access to any ADP service in circumstances where Source used such
service in a way that competes with the sale of such service by ADP or any of
its affiliates. ADP will transmit with Source Services any copyright notices,
legends or disclaimers it receives with such Source Services from Source.
ii. Direct Feed Agreement. ADP acknowledges that Source anticipates providing
the Source Services on a direct feed basis to certain of Source's subscribers.
Together with the execution of this Agreement, ADP and Source agree to enter
into a separate agreement, a copy of which is attached hereto as Exhibit D,
pursuant to which ADP will provide Source with a direct feed to any of Source's
subscribers as Source from time to time designates whether or not said
subscribers are then current ADP customers. In such event, Source Subscribers
shall enter into a separate agreement with ADP pursuant to which ADP will
provide Source Subscribers a direct feed line.
iii. Use of Source's Proprietary Services. Notwithstanding any provision of
subsection (i) that may be to the contrary, ADP subject to the prior written
consent of Source, shall have the right to access the Source Services for any
purpose; provided
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that Source shall have the right to deny ADP access to any Source Service in
circumstances where ADP uses such service in a way that competes with the sale
of such service by Source or any of its affiliates. Prior to exercising its
right under this subsection (ii) Source agrees to notify ADP in writing at least
thirty (30) days prior to the desired denial of access date and state the action
by ADP that gave rise to the denial right. If ADP ceases such action prior to
the desired denial date, Source may not deny access to the Source Services on
the basis of such cured action. The rights specified in this subsection (iii)
shall be in addition to, and not in limitation of, any other remedies the
parties may have.
b. Accessibility of Source Services. ADP will make the Source Services available
through its FS Partner, Power Partner, and Market Data Feed products. ADP may,
at its discretion, make the Source Services available through any other ADP
products or networks. Distribution by ADP of a Source Service that is first made
available through a product or network (in addition to the Network) after the
date hereof pursuant to the terms of this subsection (b) shall be subject to the
terms of this Agreement.
c. Accuracy of Information. Source shall use commercially reasonable efforts to
(i) insure that the information in the Source Services is accurate, (ii) correct
inaccuracies, errors or defects in such information promptly after discovery,
and (iii) insure that the information in the Source Services is provided on a
timely basis. Source shall monitor such information as it is distributed through
the Network of any other network of ADP and promptly correct any inaccuracies,
errors or defects therein.
3. Promotion and Marketing.
a. Efforts and Materials.
i. Marketing. Source and ADP shall exercise commercially reasonable efforts to
market and promote subscriptions to the Source Services to be accessed through
the Network to at least the same extent as ADP markets and promotes the services
of any and all third parties. ADP agrees to require ADP's marketing and sales
representatives to reasonably coordinate marketing and sales efforts with
Source's marketing representatives and cooperate with Source's marketing
representatives in presenting to potential and existing subscribes the Source
Services.
ii. Materials. Neither party shall publish or distribute any advertising or
promotional material regarding the availability of the Source Services through
the Network without the prior written consent of the other, which consent shall
not be unreasonably withheld. If the receiving party has not notified the
sending party within twenty (20) days after its receipt thereof, such materials
shall be deemed
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approved. Materials being sent to the other party for approval pursuant to this
subsection (a)(ii) shall be directed to the person(s) designated in Exhibit E
hereto.
b. Subscriber's List. To facilitate Source's promotional efforts, ADP shall
provide to Source the following information and reports: (i) on a monthly basis
the list of ADP subscribers located in the United States, if not prohibited by
any contract or agreement with any subscriber, (ii) on a monthly basis, the list
of those persons and entities located in the United States who became new ADP
subscribers during such month, if not prohibited by any contract or agreement
with any subscriber, (iii) from time to time, but not less frequently than
quarterly, the list of new and existing ADP subscribers located outside the
United States promptly after it receives the information necessary to develop
such list, if not prohibited by any contract or agreement with any subscriber,
(iv) upon request of Source, information ADP has with regard to renewal dates
for subscriptions to the Source Services, and (v) on a monthly basis, access
reports which shall, among other things, set forth those persons taking the
Source Services and indicating which of those are being provided on a trial
basis. ADP represents and warrants that all reports shall be accurate and
complete and correctly reflect the number of subscriptions and those having
access to the Source Services.
c. Demonstration Periods; Trade Shows. ADP agrees to promote and market the
Source Services, subject to the terms contained in the last sentence of Section
1(a), by making one or more of the Source Services available free of charge to
ADP Subscribers for up to thirty (30) days upon the request of or with the prior
written consent of Source. The preceding provision shall not be deemed to
increase ADP's obligations to market and promote subscriptions to the Source
Services set forth in subsection (a)(i) of this Section 3. In addition, ADP
agrees to promote the Source Services at any trade show exhibits at which ADP is
a participant.
4. Fees; Service Agreement.
a. Billing; Fees. Source shall xxxx Source Subscribers in the United States on a
regular basis for subscriptions to the Source Services. ADP shall xxxx Source
Subscribers outside the United States on a regular basis for subscriptions to
the Source Services. Fees for subscriptions to the Source Services shall be
determined by Source in its respective geographic regions in its sole discretion
and shall be in addition to any fees charged to ADP Subscribers by ADP. Source
agrees that it will make changes in published subscription fees to the Source
Services only once per year, which shall, except as set forth below, be
effective anywhere other than Japan on January 1 and in Japan on April 1, and
will give ADP no less than one hundred twenty (120) days' prior written notice
of any such change. Notwithstanding the foregoing, all new Source Subscribers
who become Source Subscribers within said one hundred twenty (120) days
pre-effective period shall be charged the new subscription fees. ADP covenants
that it will inform all Source Subscribers of the
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new fees and shall implement the new fee schedule at the times provided for
herein. Source agrees that it will not charge a Source Subscriber any more money
for its subscription to the Source Services delivered pursuant to this Agreement
than it will charge said Source Subscriber for the Source Services received by
other third party vendors. The parties agree that Source may require ADP to
terminate distribution of the Source Services to Source Subscribers that are
severely in arrears in paying their subscription fees. Source Subscribers shall
be deemed severely in arrears for purposes hereof when they become six months
behind in payments. The parties agree that the party responsible for billing
shall comply with all applicable Country, State and local laws and regulations,
including, but not limited to the taxing laws and regulations. With respect to
accounts outside the United States billed by ADP, ADP shall use its best efforts
to collect fees due to Source for the Source Services.
b. ADP Service Agreements. In those jurisdictions where ADP is billing Source
Subscribers for their use of the Source Services, ADP shall provide the service
agreement attached hereto as Exhibit F, as such may be amended from time to time
(the "ADP Service Agreement") to each subscriber to the Source Services and
shall not and is not obligated to grant any subscriber access to any Source
Service (except on a trial basis) until it has obtained an executed copy of the
applicable ADP Service Agreement from such subscriber. ADP Service Agreements
provided to Source Subscribers shall provide that Source Subscribers shall not
modify, reproduce in any form, redisseminate, republish, re-present or
re-distribute Source Services without the prior written consent of Source which
consent shall be at Source's sole discretion and shall contain such other
provisions as reasonably requested by Source. Copies of representative ADP
Service Agreements currently being used are attached as Exhibit F. ADP shall
provide Source with a copy of material amendments to the standard ADP Service
Agreement and any amendments to individual ADP Service Agreements which affect
the Source Services within ten (10) days after such amendments are implemented.
Source shall not make any statement regarding any ADP Service that is
contradictory or inconsistent with the then-current version of the applicable
ADP Service Agreement.
c. Source's Service Agreement. In jurisdictions in which Source is billing
Source Subscribers for their use of the Source Services, Source may provide the
Source Services via a written or oral service Agreements; provided however, that
ADP shall have no obligation to provide the Source Services to any subscriber
who has not executed a copy of the applicable ADP Service Agreement. A copy of
Source's written Service Agreement to be used in jurisdictions where Source will
xxxx Source Subscribers for their use of the Source Services and a copy of
Source's price lists currently in effect are attached as Exhibit G. Source will
notify ADP in writing or by facsimile of all new Source Subscribers in
jurisdictions which Source is billing Source Subscribers.
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Confidential Materials omitted and filed separately with the Securities and
Exchange Commission. Asterisks denote omissions.
5. Charges/Fees.
a. ADP's Fee.******************************************************************
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b. Sales Commission and Fee. ADP shall not be entitled to any fee or
commission for subscriptions to a Source Service sold to an ADP Subscriber by a
salesperson working for ADP unless Source deems the payment of a fee or
commission appropriate.
c. Payment. Within forty-five (45) days after the end of each calendar quarter
falling fully or partially within the term of this Agreement, each party shall
deliver to the other a report which report the delivering party represents and
warrants to the best of its knowledge will show all Subscription Receipts for
such quarter, the fee due ADP in respect thereof and the amounts due Source,
together with a check payable to the other party for the net amount. All
payments made hereunder shall be made in U.S. Dollars. If ADP is required by
applicable law to pay or withhold any taxes for Subscription Receipts collected
on behalf of Source, ADP shall be entitled to deduct and withhold income or
excise taxes or other taxes, withholdings or governmental charges ("Taxes") from
any Subscription Receipts collected. In the event that ADP withholds Taxes from
amounts payable to source hereunder, it shall remit to Source the Subscription
Receipts net of any Taxes and shall provide a statement setting forth the amount
of Taxes withheld, the applicable rate and other information which may be
reasonably requested relating to the Taxes.
d. Adjustments. Each party acknowledges that they may make initial calculations
and payments of amounts due to the other based on amounts billed to Source
Subscribers in respect of Source Services, and accordingly there may be post
payment adjustments to amounts remitted to the other pursuant to subsection 5(c)
hereof to reflect (i) amounts the billing party billed in error or credits it
gave in the ordinary course of business to Source Subscribers and (ii) amounts
the billing party was unable to collect from Source Subscribers (as to which the
billing party shall be entitled to a refund for fees thereon remitted to the
other).
e. Records. Each party shall maintain complete and accurate books and records
(collectively, the "Records") with respect to all amounts it billed to Source
Subscribers in respect of subscriptions to the Source Services and any
adjustments thereto made pursuant to subsection 5(d) hereof. Each party shall
have the right upon at least sixty (60) days' prior written notice to inspect
the Records of the other during normal business hours no more frequently than
once per year. All information gained by the inspecting party from such
inspection will be kept in strict confidence and will be used solely for the
purpose of verifying the accuracy of the computation of the amounts due
hereunder.
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6. Copyright.
Source represents and warrants to ADP that Source or its licensors own the
Source Services and the copyrights thereto, and that Source has the right to
authorize ADP to distribute the Source Services under this Agreement. In the
event of any claim by a third party which challenges Source's ownership of the
Source Services or right to authorize ADP to distribute the Source Services,
Source shall have the right to terminate this Agreement immediately upon written
notice to ADP. ADP agrees it is not acquiring under this Agreement any
proprietary interest in the Source Services and agrees not to challenge the
claim of Source or its licensors to the ownership of the Source Services and the
measures requested by Source to make the copyright claim of Source or its
licensors known to Source Subscribers and to provide reasonable assistance to
Source, at Source's expense, in Source's defense or prosecution of any copyright
infringement claim.
7. Maintenance and Circumstances Beyond Parties' Control. Subject to the
provisions set forth in Section 8, neither ADP nor Source will be deemed in
default or liable hereunder if, as a result of any cause or circumstance beyond
such party's reasonable control or any repair work or routine maintenance, there
occurs a delay in or failure or interruption of (i) service to any Source
Subscriber, or (ii) transmission of the Source Services. So long as any such
failure continues, the party responsible for such service or transmission will
use its highest reasonable efforts to eliminate such conditions and will keep
the other party fully informed at all times concerning the matters causing such
delay or default and the prospects of their termination.
8. Indemnification.
a. By Source. In the event any claim is brought by any third party against ADP
that relates to, arises out of or is based upon the Source Services, the failure
of Source to comply with any law, rule or regulation, or the permanent
disconnection of the Source Services by Source to any Source Subscriber, ADP
shall promptly notify Source, and Source shall defend such claim at Source's
expense and under Source's control. Source shall indemnify and hold harmless ADP
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. ADP 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 ADP. 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 ADP or its employees in transmitting the Source
Services, Source shall promptly notify ADP, and ADP shall defend such claim at
ADP's expense and under ADP's control. ADP shall indemnify and hold harmless
Source against any
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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 ADP shall not be required to pay any settlement amount
that it has not approved in advance.
c. Damages. The parties hereby acknowledge and agree that any judgment,
liability, loss, cost or damage for which a party seeks indemnification pursuant
to this Section 8 shall be deemed a direct damage of such party, and shall in no
event be deemed by either party as a consequential, indirect, incidental or
special damage for purposes of Section 12(d).
9. Representations and Warranties of the Parties. Each party hereby
represents, covenants and warrants to the other as follows:
i. It has full power and authority (including full corporate power and
authority) to execute and deliver this Agreement and to perform its obligations
hereunder. This Agreement constitutes the valid and legally binding obligation
of such party, enforceable against it in accordance with its terms and
conditions.
ii. That the parties will comply with all codes, regulations and laws
applicable to the provision of the services under this Agreement, and has
obtained or will obtain all necessary permits, licenses and other authorizations
necessary for its performance of services under this Agreement.
iii. That the execution, delivery and performance of this Agreement and
the transactions contemplated hereby do not conflict with or violate in any
material respect: (a) a party's charter or by-laws; (b) any contract or
agreement to which it is a party; (c) any order, decree or judgment of any court
or government authority; and (d) any federal or New York State statute, rule or
regulation.
10. Confidentiality.
a. The parties agree that certain material and information which has or will
come into the possession or knowledge of each in connection with this Agreement
or the performance hereof; e.g., proprietary business information (including,
without limitation, the names and addresses of subscribers, information
providers and suppliers), consists of confidential and proprietary data, whose
disclosure to or use by third parties will be damaging. In addition, the parties
may reasonably designate, by notice in writing delivered to the other party,
other information as being confidential or a trade secret.
b. All such proprietary or confidential information of ADP or Source shall be
kept confidential by Source or ADP, as the case may be, to the degree it keeps
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confidential its own confidential or proprietary information. Such information
belonging to either party shall not be disclosed by the other party to its
employees except on a need-to-know basis or to agents or contractors of such
other party, but may be disclosed by such other party to state or federal
agencies, authorities or courts upon their order or request provided prompt
notice of such order or request is given by such other party to the party to
which such information belongs if such notice is legally permitted. Upon
termination of this Agreement, all copies of such information shall be returned
to the party to which such information belongs and no copies thereof shall
remain in the possession, custody or control of such other party.
c. No information that would otherwise be proprietary or confidential for the
purposes of this Agreement pursuant to subsections (a) or (b) above shall be
subject to the restrictions on disclosure imposed by this section in the event
and to the extent that (i) such information is in, or becomes part of, the
public domain otherwise than through the fault of the party to which such
information does not belong, (ii) such information was known to such party prior
to the execution of this Agreement, or (iii) such information was revealed to
such party by a third party.
11. Term; Termination.
a. Term. The initial term of this Agreement shall commence as of the date first
above written and shall terminate on January 1, 2000 (the "Initial Term"),
unless sooner terminated pursuant to Section 6. The term of this Agreement shall
automatically be extended for one or more periods of five years (a "Renewal
Term"), unless sooner terminated pursuant to Section 6 or 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 and such default shall not have
been cured within thirty (30) days after written notice hereof 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. The parties agree that any breach of
a representation or warranty contained in this Agreement shall result in its
immediate termination. ADP and Source each agree, in the event of a breach by
either party of any of their respective obligations under this Agreement, such
other party may seek temporary or permanent injunctive relief, as well as other
equitable relief, and will be entitled to commence an action for any such relief
in any court of competent jurisdiction.
c. Insolvency. In the event that 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
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involuntary petition in bankruptcy is filed against such party and said petition
is not 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 give notice
thereof to the other party, and the other party at its option may terminate this
Agreement upon written notice.
12. Miscellaneous.
a. Notices. All notices hereunder (except as provided for in Section 4(c)
hereof) shall be in writing and shall be delivered in person, or sent by
overnight courier service, to the address of the party set forth below, or to
such other addresses as may be stipulated in writing by the parties pursuant
hereto. Unless otherwise provided, notice shall be effective on the date it is
actually delivered to the address listed.
i. If to ADP, to:
ADP Financial Information Services, Inc.
0 Xxxxxxx Xxxxxx Xxxxx
Xxxxxx Xxxx, Xxx Xxxxxx 00000
Attention: Xxxxxx X. Xxxxxx, President
ii. If to Source, to:
XxXxxxxx, Xxxxxxxx & Xxxxxx, Inc.
One Chase Xxxxxxxxx Xxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000
Attention: President
with a copy to:
Xxx Xxxxxx American Capital, Inc.
Xxx Xxxxxxxx Xxxxx
Xxxxxxxx Xxxxxxx, XX 00000
Attention: General Counsel
b. Amendment; Assignment. This Agreement may not be amended except by written
instrument executed by Source and ADP. Neither party may assign this Agreement
to any third party, other than an affiliate, without the prior written consent
of the other. Any assignment of this Agreement to an affiliate shall not relieve
the assigning party of any of its obligations or liabilities under this
Agreement.
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c. Survival of Certain Provisions. Notwithstanding the termination of this
Agreement, those provisions of this Agreement that by their nature are intended
to survive such termination shall survive, including without limitation, the
provisions of Sections 8, 9 and 10.
d. Consequential Damages. Neither party shall be liable for any consequential,
indirect, incidental or special damages, even if advised of the possibility of
such damages. In no event shall either party or any affiliates, directors,
officers, managers, agents or employees be liable to the other or to any
customers thereof, under any theory of liability for punitive or exemplary
damages arising from or related to this Agreement.
e. Entire Agreement. This Agreement contains the entire understanding of the
parties on the subject hereof and terminates and supersedes all previous verbal
and written agreements on such subject.
f. Relationship of the Parties. The parties agree that ADP will act as an
independent contractor in the performance of its duties under this Agreement.
This Agreement does not and shall not be deemed to constitute a partnership or
joint venture between the parties and neither party nor any of its directors,
officers, employees or agents shall, by virtue of the performance of their
obligations under this Agreement, be deemed to be an employee of the other. ADP
has no authority to make any representations on behalf of or to bind Source in
connection with the provision of Source Services in the course of performing any
of its obligations under this Agreement or otherwise. Source has no authority to
make any representations on behalf of or to bind ADP in connection with the
provisions of Source Services relating to this Agreement.
g. "Affiliate" Defined. For purposes of this Agreement, the term "affiliate" and
its derivatives shall mean, with respect to any individual or entity, any
individual or entity directly or indirectly, through one or more intermediaries,
controlling, controlled by, or under common control with such individual or
entity. The term "control" and its derivatives, as used in the immediately
preceding sentence, means the possession, directly or indirectly, of the power
to direct or cause the direction of the management or policies of an entity,
whether through the ownership of voting securities, by contract or otherwise.
h. Severability. In the event any provision of this Agreement or application
hereof to any party or in any circumstances shall be determined to be invalid,
unlawful or unenforceable to any extent, the remainder of this Agreement, and
the application of any provision to parties or circumstances other than those as
to which it is determined to be unlawful, invalid or unenforceable, shall not be
affected thereby, and each remaining provision of this Agreement shall continue
to be valid and may be enforced to the fullest extent permitted by law.
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i. Non-Waiver. No delay or failure by either party in exercising any right under
this Agreement, and no partial or single exercise of that right, shall
constitute a waiver of that or any other right.
j. Captions. The captions used herein are for convenience only, and constitute
no part of this Agreement.
k. Governing Law. This Agreement shall be governed by, and construed in
accordance with, the laws of the State of New York, without regard to the choice
of law principles thereof.
IN WITNESS WHEREOF, the undersigned parties have duly executed this Agreement as
of the date set forth above.
XxXXXXXX, XXXXXXXX & XXXXXX, Inc.
By: /s/ Xxxxx X. Xxxxx
----------------------------
Name: Xxxxx X. Xxxxx
Title: President
ADP FINANCIAL INFORMATION SERVICES, INC.
By: /s/ Xxxxxxxxx X. Xxxxxxxx
----------------------------
Name: Xxxxxxxxx X. Xxxxxxxx
Title: Senior Vice President
Date: 3-1-96
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Exhibit A
Source Services
Name Description
---- -----------
CorporateWatch(R) Principally provides
rapid and
comprehensive
information on
corporate securities,
private placements,
equities and mortgage
and derivative
product new issues.
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.
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.
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) Denotes a registered trademark of XxXxxxxx, Xxxxxxxx & Xxxxxx, Inc.
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Exhibit B
The following subscribers should be restricted from access to the Source
Services pursuant to Section 1(a)(i) of the Agreement:
Alert/OASYS Money Market Services Investment Dealers Digest
AMG Data Services IPO Financial
Asset Backed Securities Group X.X. Xxxxxx & Company
Atlas Xxxxxxx Xxxxx International
AutEx Liberty Brokerage Inc.
Bank Valuation Loan Pricing Corp.
BondData Xxxxx Xxxxxxx Capital Consultants
Bondware Market Data Corporation
BondWeek Market News Service
Business Week MBSIS
Capital Management McGraw Hill
Capital Techniques Money Line Corporation
Xxxxx Money Market Services (MMS)
CDA Investment Technologies MoneyData
Chronometrics Xxxxx'x
Commscan MortgageData
CORIS MRL Publishing
Corporate Financial Weekly Xxxxxx Data
Corporate Service Municipal Markets Data
Dalcomp Inc. Munifacts/American Banker
Data Resources Inc. Newsware/Newswatch
Dow Xxxxx Capital Markets Report North American Economist
Dow Xxxxx News Services X'Xxxxxx, Xxxx & Xxxxxxxx
Xxxx & Xxxxxx Xxxxx Group
Xxxx & Bradstreet Optima Futures
Elders Applied Research Pegasus Econometrics
Electronic Joint Venture (EJV) Pensions & Investments Age
Elliot Wave International Pit Info Corp.
Equidesk Xxxxxxxx'x Xxxxxx Wave Int'l
Eurobond Service Predex
Euromoney Princeton Economics
Xxxxx Economics Public Securities Assoc. (PSA)
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Fin Xxxx Research X.X. Xxxxxxxxx
First Call Ried, Xxxxxxxx
Xxxxx XX Investments
Foreign Exchange Analytics (FXA) SDC Publishing
Forex Chartist Securities Data Company
Forex Watch Securities Industry Assoc. (SIA)
Xxxxxxxx Technical Dimensions Securities Information Center
Fund Data Sheshunoff
FX 24 Software Division
FXO Standard & Poors
Gannett Stone, XxXxxxxx
Global Market Information Technical System
Gov pix Technical Data (All Services)
Xxxxxx & Santow Telekurs
High Frequency Economics Ltd. Telerate Corporate Market Service
I.F.R. CorporateEye Xxxxxx X. Xxxxxxx
I.F.R. (Int'l. Financing Review) Thomson Financial Networks
I.F.R. Japan Watch Thomson Research
I.F.R. LatAm Xxxxx & Company
IDEA Valorinform
ILX Xxxxx
Indepth Data Xxxxxxxxx & Co.
Institutional Investor Magazine Xxxxxx Auction Systems
Investext
15
16
Exhibit C
"Non-Chargeable" ADP Equipment and Services
I. Equipment to be supplied by ADP to Source for use by Source at Source's
locations including but not limited to:
One ADP data feed and software necessary to receive Source Services at
Source's site in New York.
II. Electronic means of delivering Source's Information to ADP in a timely and
reliable manner to include but not limited to two ADP data lines with the
necessary software, equipment and leased lines with dial back-up at Source's
primary site as well as at disaster recovery site.
16
17
Exhibit D
Direct Feed Delivery Agreement
See Attached
17
