Exhibit 10.11
MANAGEMENT SERVICES AGREEMENT
This MANAGEMENT SERVICES AGREEMENT (this "AGREEMENT") is dated
as of this day of November 29, 2001, effective as of February 29, 2000 by and
between PEARSON PLC, a company organized under the laws of England and Wales
("PEARSON"), and INTERACTIVE DATA CORPORATION, a Delaware corporation
("INTERACTIVE").
W I T N E S S E T H :
WHEREAS, Interactive desires to obtain for itself and/or its
subsidiaries certain services from Pearson and its subsidiaries, and Pearson
desires to obtain for itself and/or its subsidiaries certain services from
Interactive and its subsidiaries, in each case in accordance with the terms and
subject to the conditions of this Agreement; and
WHEREAS, Interactive is a public company whose majority shareholder
is Pearson.
NOW, THEREFORE, in consideration of the foregoing and the mutual
covenants contained in this Agreement, and for other good and valuable
consideration, the receipt and adequacy of which are hereby acknowledged, the
parties hereto agree as follows:
1. DEFINITIONS.
1.1 COMMINGLED INVOICE shall have the meaning ascribed in Section 4.3.
1.2 COMMINGLED INVOICE STATEMENT shall have the meaning ascribed in
Section 4.3.
1.3 CONFIDENTIAL INFORMATION shall have the meaning ascribed in Section
12.1.
1.4 CONSULTING SERVICES shall have the meaning ascribed in Section 2.3.
1.5 FEE and FEES shall have the meaning ascribed in Section 4.1.
1.6 INITIAL TERM shall have the meaning ascribed in Section 7.1.
1.7 INVENTORY shall have the meaning ascribed in Section 6.
1.8 PERIOD shall have the meaning ascribed in Section 2.1.
1.9 POSSESSING PARTY shall have the meaning ascribed in Section 6.
1.10 PROVIDER shall have the meaning ascribed in Section 2.1.
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1.11 PROVIDING PARTY shall have the meaning ascribed in Section 12.2.
1.12 RECEIVING PARTY shall have the meaning ascribed in Section 12.2.
1.13 RECIPIENT shall have the meaning ascribed in Section 2.1.
1.14 REPRESENTATIVES shall have the meaning ascribed in Section 12.1.
1.15 SCHEDULE and SCHEDULES shall have the meaning ascribed in Section
2.1.
1.16 SERVICE and SERVICES shall have the meaning ascribed in Section 2.1.
1.17 SOFTWARE PROVIDERS shall have the meaning ascribed in Section 5.
1.18 THIRD-PARTY SOFTWARE shall have the meaning ascribed in Section 5.
2. SERVICES.
2.1 PROVISION OF SERVICES. Subject to the terms and conditions of this
Agreement, each of the services (each, a "SERVICE" and, collectively, the
"SERVICES") described in the Schedules to this Agreement (the "Schedules") shall
be provided by the party or parties designated as the "PROVIDER" to the party or
parties designated as the "RECIPIENT" in the respective Schedule during the
period ("PERIOD") specified in such Schedule.
2.2 ADDITIONAL AND MODIFIED SERVICES. Additional or modified Services
may be provided pursuant to this Agreement upon the mutual consent of the
parties. In the case of additional Services, the parties shall append to this
Agreement a new Schedule setting forth the terms of such additional Services. In
the case of modified Services, the parties shall append to this Agreement in
lieu of the relevant Schedule a revised Schedule setting forth the terms of the
modified Services.
2.3 BUSINESS STRATEGY AND BUDGET CONSULTATION. In addition to the
Services described in the Schedules, Pearson shall also provide to Interactive,
upon Interactive's request from time to time therefor, consulting services in
respect of budgeting and other financial planning matters and in respect of
corporate development and strategic planning matters, including the evaluation
of potential transactions such as acquisitions, divestitures, joint ventures,
investments in other commercial entities and business financings (the
"CONSULTING SERVICES"). The Consulting Services shall be provided by Pearson
without monetary charge, provided, however, that Interactive shall be
responsible for reasonable out-of-pocket expenses incurred by Pearson in such
regard. In consideration of Pearson's willingness to provide the Consulting
Services without charge, Interactive shall provide to Pearson such information
and such access to Interactive representatives as Pearson shall reasonably
request to enable Pearson to provide the Consulting Services and to allow
Pearson to incorporate appropriate information with respect to Interactive in
Pearson's planning and management processes.
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3. PERFORMANCE STANDARDS.
3.1 STANDARD OF PERFORMANCE. The respective Provider of each Service
shall use commercially reasonable efforts to provide, or cause to be provided
(including through one or more of its affiliates), such Service in a
businesslike manner consistent with applicable industry norms and/or practices.
Notwithstanding anything in this Agreement to the contrary, no Provider shall be
responsible or liable for its failure to perform under this Agreement due to any
event beyond the reasonable control of such Provider including labor strikes,
acts of war or terrorism or acts of God or the refusal by any third party vendor
(despite reasonable efforts by such Provider) to supply any goods or services to
or for the benefit of any recipient of Services hereunder.
3.2 COMPLIANCE WITH REQUIREMENTS. For any Services that may be provided
from time to time hereunder from a third party to a Provider for the benefit in
whole or in part of a Recipient, the Recipient (i) will not take or omit any
action which would cause the Provider to be in breach of the requirements of
such third party, (ii) and agrees to be bound by those provisions of any
agreement between such third party provider and the Provider that are applicable
to Recipient's use of such Service(s). The Recipient will comply with all rules
and policies set forth by the Provider with respect to such third party
arrangements.
4. FEES.
4.1 FEES. The fee for each Service (each, a "FEE", collectively the
"FEES") to be provided during the Period are set forth or described in the
corresponding Schedule. Each Fee has been calculated to include the fully
allocated direct and indirect costs of providing such Service exclusive of use
or other similar taxes that may be applicable. Except as specifically provided
herein or in the Schedules, a Recipient will not be responsible for any
additional fees, charges, costs, or expenses relating to any Service provided to
it hereunder, exclusive of use or other similar taxes that may be applicable,
unless such additional fees, charges, costs, or expenses are a direct result of
the Recipient's unassented to deviation from the requirements regarding any such
Service(s).
4.2 MONTHLY STATEMENTS. Each Provider shall submit to the respective
Recipient on a monthly basis (in arrears) statements of account setting out the
Services provided by reference to the relevant Schedule(s) and the Fees payable
therefor. The Recipient shall pay the undisputed portion of any invoiced amount
by wire transfer within 30 days after the Recipient's receipt of a monthly
statement and shall promptly notify the Provider as to any dispute regarding
such statement.
4.3 THIRD-PARTY INVOICES. The respective Provider of a Service may cause
any third party to which amounts are payable by or for the account of the
Recipient of such Service to issue a separate invoice for such amounts. A
Recipient shall pay or cause to be paid any such separate third-party invoices
directly in accordance with the payment terms thereof. Any third-party invoices
that aggregate Services for the benefit of a Recipient with Services not for the
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benefit of that Recipient (each, a "COMMINGLED INVOICE") shall be separated by
the Provider. The Provider shall prepare a statement indicating that portion of
the invoiced amount on such Commingled Invoice which is attributable to Services
rendered for the benefit of the Recipient (the "COMMINGLED INVOICE STATEMENT").
The Provider shall deliver such Commingled Invoice Statement and a copy of the
Commingled Invoice to the Recipient. The Recipient shall, within 30 days after
delivery of such Commingled Invoice Statement, pay or cause to be paid the
undisputed portion of any amount set forth on a Commingled Invoice Statement
directly to the third-party service provider and shall promptly notify the
Provider as to any dispute regarding such Commingled Invoice Statement.
4.4 RIGHT OF OFFSET. Each party may offset Fees owing to it by the
other, but not to third parties, against Fees currently owed by it to the other
party.
5. SOFTWARE. Each party shall use commercially reasonable efforts to
obtain from the providers (the "SOFTWARE PROVIDERS") of any software
("THIRD-PARTY SOFTWARE") to be used by the Provider of any Service under this
Agreement such Software Providers' consent and, where necessary, new licenses or
similar agreements, so that the Third-Party Software can be used by such
Provider to perform Services during the Period. The Recipient shall pay for any
charges associated therewith. A Recipient shall own any such additional
Third-Party Software or license that is used to provide Services to it to the
extent that such Software or license is reasonably separable from software or
licenses owned by the Provider.
6. INVENTORY. Each party hereto (each, a "POSSESSING PARTY") shall,
from time to time and at its sole expense, do and perform any and all acts and
execute any and all documents as may reasonably be requested by the other party
in order to protect the requesting party's right, title, and interest to or in
any inventory or other assets (collectively, the "INVENTORY") located in or on
the Possessing Party's facilities or premises against all other persons or to
enable the requesting party to exercise or enforce its ownership right. Each
Possessing Party acknowledges that it does not have any ownership or security
interest in any Inventory of the other party that may be located in its
facilities or on its premises. Each party shall have the right to do all such
acts and things reasonably necessary to protect its interests in its Inventory.
7. TERM AND TERMINATION.
7.1 INITIAL TERM. Subject to the provisions of Sections 7.2 and 7.3
below, the initial term ("INITIAL TERM") of this Agreement shall be for a period
of 22 months commencing on the date hereof and running through December 31,
2001.
7.2 RENEWAL TERMS. At the conclusion of the Initial Term, unless notice
of termination has previously been duly given pursuant to Section 7.4, this
Agreement shall automatically be annually renewed for successive one-year terms.
Prior to the end of any given term, the parties shall initiate discussions
concerning any modifications to the Services or the Fees for the immediately
upcoming renewal term. Agreed modifications shall be reflected in appropriately
revised Schedules.
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7.3 TERMINATION OF SPECIFIC SERVICES. Either party may terminate this
Agreement with respect to a specific Service upon that number of days prior
written notice to the other party as is set forth on the respective Schedule for
such Service, with a copy at the same time to the individual designated as the
"Primary Contact" for such party in such Schedule. Any noticed termination of a
Service pursuant to this Section 7.3 shall become effective at the end of the
specified notice period.
7.4 TERMINATION OF AGREEMENT.
(a) Either party may, at its option, immediately terminate this
entire Agreement if the other party is in material breach of any of its
obligations under this Agreement and such breach is not cured within 30
days after receipt by the breaching party of written notice of such breach
from the non-breaching party.
(b) The Agreement shall terminate in its entirety at such time as
all Services then extant have terminated in accordance with the terms of
this Agreement.
7.5 OBLIGATIONS UPON TERMINATION. Upon termination of either this
Agreement or any Service provided hereunder, the Provider of the relevant
Service(s) shall deliver to the respective Recipient at such Recipient's expense
all books, records and reports (whether print or electronic) used or prepared in
connection with such Service(s). A Recipient shall not make any copies, and
shall have no right to receive copies of, any Third-Party Software or
proprietary software of the Provider or any of its affiliates used in connection
with any Service except for any software purchased or licensed by the recipient
as provided in Section 5. Within 30 days after termination of this Agreement or
any Service provided hereunder, each pertinent Recipient shall deliver to each
pertinent Provider all such software and any copies thereof in the possession or
control of the Recipient or any of its affiliates except for any Third-Party
Software purchased or licensed by such Recipient. Any hardware or other physical
assets acquired during the term of this Agreement in order to provide any
Service shall be owned and retained by the entity which paid therefor.
8. GOOD FAITH DEALINGS.
8.1 COOPERATION. The parties will cooperate fully and in good faith with
one another in connection with the Services provided under this Agreement;
PROVIDED, HOWEVER, that nothing in this Agreement shall require any Provider to
incur any unreimbursed out-of-pocket cost in connection with rendering its
cooperation to any Recipient as hereby contemplated.
8.2 ACCESS.
(a) The respective Recipient of each Service shall permit the
Provider and its employees and agents access during regular business hours
(or otherwise upon reasonable prior notice) to such data, personnel
designated by the Recipient as involved in receiving or overseeing the
Service, and records as reasonably requested by the Provider to
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facilitate the Provider's performance of this Agreement. The respective
Provider of each Service shall permit the Recipient and its employees and
agents access during regular business hours (or otherwise upon reasonable
prior notice) to individuals responsible for the Service and shall provide
the Recipient with such data and records as the Recipient may reasonably
request for the purposes of allowing the Recipient to exercise general
oversight and to monitor the performance of the Service.
(b) The respective parties to a Service, together with their
employees and agents, shall have the right to audit and examine, upon
reasonable prior notice, those books, records and operations relating to
an applicable Service including without limitation the associated Fees.
All such audits shall be conducted during normal business hours and at the
requesting party's sole expense unless the audit reveals a material
variance regarding either usage or Fees.
8.3 CLAIMS. Each party shall make available any of its employees whose
assistance, testimony or presence is necessary to assist the other party in
evaluating or defending any third-party claims, including the presence of such
persons as witnesses in hearings or trials for such purpose; PROVIDED that the
party requiring such assistance shall reimburse the party providing such
assistance and/or the employee for any direct out-of-pocket costs in connection
with such employee's assistance, testimony or presence, promptly following
receipt of appropriate documentation of such out-of-pocket costs.
8.4 THIRD-PARTY CONSENTS. The parties shall cooperate in obtaining any
third-party consents or amendments necessary for the performance of each of the
Services hereunder including, without limitation, any required consent or
amendment under any software license or real property lease. The costs and
expenses of obtaining any such consents or amendments shall be borne by the
Recipient of the relevant Service. In the event that the parties are unable to
obtain any required consent or amendment, they shall negotiate in good faith
reasonable modifications of the Service such that such consents or amendments
are not required.
9. DISPUTE RESOLUTION. In the event that any dispute arises under this
Agreement, the parties shall first negotiate in good faith to resolve such
dispute. Either party may at any time deliver a notice to the other party that
it wishes to refer a dispute to a senior executive of each party. Following
receipt of such notice, each party shall designate one of its senior executives
to negotiate in good faith to resolve such dispute within ten days (or such
longer period of time as such officers may agree to in writing). If at the end
of such ten-day (or longer if properly extended) period the designated officers
have not fully resolved the dispute to their mutual satisfaction, such officers
shall within ten days appoint an impartial individual satisfactory to both
parties to mediate the dispute and shall share equally the costs of such
mediation. If the parties are unable to agree on a mediator or, within twenty
days following the appointment of a mediator, have not fully resolved the
dispute to their mutual satisfaction, then the dispute shall be resolved
exclusively by non-appealable binding arbitration, which may be commenced by
either party. The arbitration proceedings shall be conducted by a single
arbitrator pursuant to the
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Commercial Arbitration Rules of the American Arbitration Association. The
arbitration shall be conducted in NEW YORK, NEW YORK and the arbitrator shall
have the right to award actual damages and reasonable attorneys' fees and costs,
but shall not have the right to award punitive, exemplary or consequential
damages against either party. Any award resulting from such proceeding or
settlement in connection therewith (i) shall be held in strict confidence by the
parties hereto, unless the disclosure of such award or settlement is required by
law including pursuant to court order, and (ii) may be enforced by any court of
competent jurisdiction, subject to the provisions of Section 14.7.
10. INDEMNIFICATION. Each party (an "Indemnitor") hereby covenants and agrees
to defend, indemnify and hold the other party and all of its past, present and
future officers, directors, shareholders, subsidiaries, affiliates, employees,
agents, representatives and third party suppliers (collectively, the
"Indemnitees") harmless from and against any and all claims, damages,
liabilities, costs, losses and expenses (including, without limitation, all
judgments, costs and reasonable attorneys' fees and amounts paid in settlement
or compromise of any litigation) of any kind or nature whatsoever which may be
sustained or suffered by any of the Indemnitees which, directly or indirectly,
may be based upon, result from, relate to or arise out of any misrepresentation,
breach of warranty or nonfulfillment of or failure to perform any covenant or
agreement on the part of the Indemnitor contained in this Agreement.
11. LIMITATION OF LIABILITY. Notwithstanding anything contained herein to the
contrary, neither party shall have any liability to the other party hereunder
for any loss of profits or special, consequential, multiple, or exemplary
damages even if such party shall be apprised of the possibility of such damages.
12. CONFIDENTIALITY; DATA.
12.1 CONFIDENTIALITY. Each party's materials, data and information
concerning such party's business, operations or results (including, without
limitation, any configuration files or indices and any such information learned
during an audit) provided to the other party or generated in connection with the
Services (the "CONFIDENTIAL INFORMATION") are the proprietary trade secrets and
confidential information of such party, and neither party shall possess any
interest, title, lien or right in any Confidential Information of the other
party. Neither party shall disclose the Confidential Information of the other
party to any third party without the express prior written consent of the other
party, and each party shall be responsible for any breaches of this Section 12
by its directors, officers, employees, representatives (including financial
advisors, attorneys and accountants) and agents (collectively, the
"REPRESENTATIVES").
12.2 EXCLUSIONS. The term "Confidential Information" shall not include
information which (a) is or becomes publicly available other than as a result of
a disclosure by the party receiving the Confidential Information or its
Representatives (the "RECEIVING PARTY"), (b) is or becomes available to the
Receiving Party on a nonconfidential basis from a source (other than the party
providing, directly or indirectly, its Confidential Information (the "PROVIDING
PARTY") or its Representatives) which, to the best of the Receiving Party's
knowledge after due inquiry, is
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not prohibited from disclosing such information to it by any legal, contractual
or fiduciary obligation to the Providing Party, or (c) is independently
developed by the Receiving Party without making any use of Confidential
Information.
12.3 RETURN OF CONFIDENTIAL INFORMATION. Upon the earlier to occur of (a)
termination of this Agreement or (b) the request of a Providing Party, a
Receiving Party shall promptly return, or cause to be returned, all or any
requested portion of Confidential Information and shall destroy, or cause to be
destroyed, all copies (including accessible electronic versions) of any
compilations, analyses, studies or other documents prepared by the Receiving
Party or its Representatives containing or reflecting any such Confidential
Information.
12.4 DISCLOSURE. Notwithstanding the other provisions of this Section 12,
either party may disclose any Confidential Information of the other party to the
minimum extent required by applicable law, regulation, or legal process;
PROVIDED, HOWEVER, that a Receiving Party that is required by applicable law,
regulation, or legal process to disclose any Confidential Information shall
provide the Providing Party with prompt written notice of such requirement prior
to any disclosure to enable the Providing Party to seek an appropriate
protective order or other remedy or to take steps to resist or narrow the scope
of any disclosure.
13. NO LICENSE. Nothing contained in this Agreement shall be construed as
conferring by implication, estoppel or otherwise any license of any intellectual
property owned or controlled by a party hereto.
14. GENERAL.
14.1 NOTICES. All notices, requests, claims, demands and other
communications hereunder shall be in writing and shall be given or made (and
shall be deemed to have been duly given or made upon receipt) by delivery in
person, by reputable overnight courier service, by facsimile (followed by
delivery of a copy via reputable overnight courier service) or by registered or
certified mail (postage prepaid, return receipt requested) to the respective
parties at the following addresses (or at such other address for a party as
shall be specified in a notice given in accordance with this Section 14.1):
If to Pearson:
Pearson plc
80 Strand
London W1X 1LE
England
Attention: Finance Director
Telecopier: +44 20 7010 6060
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If to Interactive:
Interactive Data Corporation
22 Crosby Drive
Bedford, MA 01730 U.S.A.
Attention: Chief Financial Officer
Telecopier: (781) 687-8005
with a copy as well to each of Pearson's and Interactive's General
Counsel, sent to the same addresses and telecopier numbers.
14.2 PUBLIC ANNOUNCEMENTS AND DISCLOSURES. Except as may be required by
law or stock exchange rules, neither party shall make any public announcements
or disclosures in respect of this Agreement or the transactions contemplated
hereby or otherwise communicate with any news media without the consent of the
other party (such consent not to be unreasonably withheld). The parties shall
cooperate as to the timing and contents of any public announcements.
14.3 SEVERABILITY. If any portion or provision of this Agreement is found
or determined to be invalid, illegal, or contrary to public policy, the
remainder of this Agreement shall nevertheless remain in full force and effect
so long as the economic or legal substance of the transactions contemplated
hereby is not affected in any manner adverse to either party. In addition, the
parties shall thereupon negotiate in good faith to modify this Agreement so as
to effectuate their original intent as closely as possible in a mutually
acceptable manner.
14.4 ENTIRE AGREEMENT. This Agreement constitutes the parties' entire
agreement with respect to the subject matter hereof and supersedes all such
prior agreements and undertakings, whether written or oral.
14.5 ASSIGNMENT; SUCCESSORS AND ASSIGNS. This Agreement may not be
assigned by either party without the other party's prior written consent. This
Agreement shall be binding upon and inure to the benefit of the parties and
their respective successors and permitted assigns.
14.6 RELATIONSHIP OF THE PARTIES. The parties hereto are independent
contractors and neither party is an employee, partner or joint venturer of the
other. Under no circumstances shall any of the employees of a party hereto be
deemed to be employees of the other party for any purpose. Neither party shall
have the right to bind the other party to any agreement with a third party nor
to represent itself as a partner or joint venturer of the other party.
14.7 GOVERNING LAW; SUBMISSION TO JURISDICTION. This Agreement shall be
governed by, and construed in accordance with, the laws of the State of New York
(without regard to its choice of law rules).
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14.8 AMENDMENT. This Agreement may not be amended or modified except by
an instrument in writing signed by the parties hereto.
14.9 COUNTERPARTS. This Agreement may be executed in one or more
counterparts, and by the different parties hereto in separate counterparts, each
of which when executed shall be deemed to be an original but all of which taken
together shall constitute one and the same agreement. Delivery of an executed
counterpart of a signature page to this Agreement by facsimile shall be
effective as delivery of a manually executed counterpart of this Agreement.
14.10 NO PRESUMPTION. This Agreement shall be construed without regard to
any presumption or rule requiring construction or interpretation against the
party drafting or causing any instrument to be drafted.
14.11 HEADINGS. The headings contained in this Agreement are for reference
purposes only and shall not affect in any way the meaning or interpretation of
this Agreement.
14.12 RECOVERY OF LITIGATION EXPENSES. The prevailing party in any suit,
action, or proceeding arising out of or related to this Agreement shall be
entitled to recover all of its costs and expenses incurred therein, including,
without limitation, reasonable fees and expenses of counsel, auditors and other
consultants.
14.13 The provisions of Sections 3.2, 4, 5, 6, 7.5, 8, 9, 10, 11, 12, 13,
14.2, 14.7 and this Section 14.13 as well as the obligations under any Schedules
corresponding to such Sections, shall survive any termination of a specific
Service and any termination of this Agreement.
[Signature page follows.]
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IN WITNESS WHEREOF, the parties have duly executed this Agreement as of
the date first written above.
PEARSON PLC
By: /s/ Gary Rinck
-----------------------------------
Name: Gary Rinck
Title: General Counsel
INTERACTIVE DATA CORPORATION
By: /s/ Steven G. Crane
-----------------------------------
Name: Steven G. Crane
Title: Executive Vice President and
Chief Financial Officer
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MANAGEMENT SERVICES AGREEMENT
SCHEDULES
1. Accounts Payable and Payments Services
2. AFX Services
3. Backup Site Services
4. Cash Management Services
5. Commercial and Legal Services - Data Licenses
6. Computer and Accounting System Support Services
7. Continued Participation in the Pearson, Inc. Pension Plan
8. Continued Participation in the Pearson, Inc. Savings and Investment Plan
9. Continued Participation in the Pearson, Inc. Share Bonus Plan
10. Continued Participation in the Pearson, Inc. Excess Savings and Investment
Plan
11. Continued Participation in the Pearson, Inc. Pension Equity Plan
12. Continued Participation in Certain Welfare Benefit Plans Sponsored by
Pearson Inc.
13. Continued Participation in the Pearson plc Worldwide Save for Shares Plan
14. Continued Participation in the Pearson Profit Sharing Plan
15. Continued Participation in Certain U.K. Employee Benefit Schemes
16. Data Services
17. Financial Accounting Services
18. General Administrative Services
19. Insurance Coverage Services
20. InteractiveData.com Services
21. Miscellaneous Internet Services
22. Payroll Services
23. Production Information Technology Services - FTEP
24. Production Information Technology Services - FT Newspaper
25. Production Information Technology Services - FT Personal Finance
26. Purchasing Services
27. Resources and Support Services
28. Sales Administration Services
29. Sales Ledger and Credit Control Services
30. SVS Services
31. Tax Services
32. Trademark Administration Services
33. Database Services
SCHEDULE 1
ACCOUNTS PAYABLE AND PAYMENTS SERVICES
Service Provider: Financial Times Group Limited (UK) ("FT")
Service Recipient: FT Interactive Data (Europe) Limited ("FT Interactive
(Europe)")
Service Description: FT will provide FT Interactive (Europe) with the
following accounts payable and payments services:
1. Payment Processing
(a) Process all properly approved payments
(i) Process all properly approved payments,
refunds, credit notes and other related
documentation
(ii) Exception is outstanding credit notes
where there are insufficient funds in
the creditor's account to clear the
credit, in which case a refund will be
sought from the supplier
(b) Process supplier VAT information on the ledger
and maintain back-up information in accordance
with Customs & Excise requirements for VAT
reclaim
(i) Ensure that VAT information for each
invoice is processed correctly
(ii) File original invoices supplied as
support for VAT reclaim and make
available to Customs & Excise upon
request
(iii) Where a payment is made from a
non-original invoice and a supplier
certified invoice copy has not been
obtained, the gross amount (cost plus
VAT) will be charged to the appropriate
expense account and relevant cost centre
(c) Discharge all urgent payment requests in a
timely manner
(i) Initiate all actual URGENT payment
requests on day of receipt and discharge
payment within 24 hours
(ii) A payment that has become overdue
because invoices have been overlooked
and not forwarded to FT will not be
considered urgent
(d) Process all invoices in the period up to first
post on last day before month-end close
(i) Invoices received by the first post on
the last day
of the month will be processed for
payment in that month
(ii) The ability to achieve this measure will
depend upon the workflow received from
FT Interactive Europe; if 80% of
invoices are received in the last days
of the period, it will not be possible
to process all of them
(e) Settle all invoices from the correct company
bank account
(f) Conduct monthly review to ensure that credit
notes are followed up and refunds received
2. Complete monthly supplier statement
reconciliations for nominated accounts on a
monthly basis and distribute to FT Interactive
Europe finance personnel
3. Queries
(a) Answer supplier queries promptly, preferably
within 24 hours
(b) Coordinate supplier queries with FT
Interactive Europe managers; notify FT
Interactive Europe within 24 hours if a
supplier query requires clarification by
authorizing manager or will impact upon the
timely payment of an invoice
Primary Contacts: Director, Group Accounting Services, Financial Times
Group Limited (UK) Number One Southwark Bridge, London,
SE1 9HL, England
European Finance Director, FT Interactive Data (Europe)
Limited, Fitzroy House, 13-17 Epworth Street, London,
EC2A 4DL, England
Fees: (pound)75,800 for 2000,(pound)76,000 for 2001
Service Period: Commencing February 29, 2000 and continuing thereafter
until such time as the service is terminated in
accordance with terms of the Agreement.
Notice Period for 180 days
Termination:
SCHEDULE 2
AFX SERVICES
Service Providers: FT Interactive Data (Europe) Limited and FT Interactive
Data Corporation (together, "FT Interactive Group")
Service Recipient: Financial Times Group Limited (UK) ("FT")
Service Description: FT Interactive Group will provide the following services
to FT:
1. Make available to FT the "additional intra-day
price collection" service
2. Make available to FT access to the NewsEDGE
software
3. Make available to FT the RNS news feed made
available to FT Interactive (Europe) by the London
Stock Exchange
4. Make available to FT for provision to AFX News
Limited ("AFX") the space currently occupied by AFX
at Castle House, 37-45 (odd) Paul Street, London,
EC2A 4DL, England
5. Miscellaneous Services
(a) Provide LAN and WAN connections for email, web
browsing and electronic file transfers
(b) Host and manage AFX domain names on FT
Interactive Group's Domain Name Server
(c) Provide access to a server at FT
Interactive/Waltham
(d) Provide PSHD Production Services
(e) Accommodate, check and routinely back-up all
AFX racks and servers in FT Interactive
Group's Data Centre
Primary Contacts: Production Director, FT Interactive Data (Europe)
Limited, Fitzroy House, 13-17 Epworth Street, London,
EC2A 4DL, England
Director, LAN/WAN, FT Interactive Data Corporation, 22
Crosby Drive, Bedford, MA, 01730, U.S.A.
Financial Controller, Financial Times Group Limited (UK),
Number One Southwark Bridge, London, SE1 9HL, England
Fees: Additional intra-day price collection service:(pound)4000
per month, pro-rated for portions thereof
Other services: (pound)17,500 from July to September,
2000
Service Period: February 29, 2000 - June 30, 2000 for the additional
intra-day price collection service
For other services, until the earlier of (a) June 30,
2000 and (b) such time as AFX vacates the premises at
Castle House, 37-45 (odd) Paul Street, London, EC2A 4DL,
England
Notice Period for 10 days for the additional intra-day price collection
Termination: service; 30 days for other services
SCHEDULE 3
BACKUP SITE SERVICES
Service Provider: Pearson, Inc. ("Pearson")
Service Recipient: FT Interactive Data Corporation ("FT Interactive")
Service Description: Pearson will provide FT Interactive with a backup
worksite at its 1330 Avenue of the Americas headquarters
in the event that FT Interactive employees are unable to
work at or required to leave the 100 William Street
facility due to unforeseen circumstances such as a loss
of power. At the worksite, there is capacity for
approximately 20 evaluators to plug laptops into a LAN
and to continue normal operations.
Primary Contacts: Vice President, Group Property and Administration,
Pearson, Inc., 1330 Avenue of the Americas, New York, NY,
10019, U.S.A.
Director, Network Systems, FT Interactive Data
Corporation, 22 Crosby Drive, Bedford, MA, 01730, U.S.A.
Fees: $25,000 initial set up fees, ongoing charges will include
all direct charges incurred by Pearson, Inc., and a
reasonable charge for the time of Pearson employees
expended in performing the services
Service Period: Commencing February 29, 2000 and continuing thereafter
until such time as the service is terminated in
accordance with the terms of the Agreement.
Notice Period for One year
Termination:
SCHEDULE 4
CASH MANAGEMENT SERVICES
Service Provider: Pearson, Inc. ("Pearson")
Service Recipients: FT Interactive Data Corporation ("FT Interactive") and
Interactive Data Corporation ("Interactive")
Service Description: Pearson will provide cash management services to FT
Interactive and Interactive, including:
1. Monitor account balances in the US, UK, Japan,
Australia, Canada, Singapore and Hong Kong
2. Invest, within guidelines, excess funds in the UK
and Asia/Pacific in short-term investment accounts
with Pearson-approved banks or other institutions
as directed by the responsible officers of FT
Interactive and Interactive
3. Invest, within guidelines, excess US dollars in
short-term investment accounts with Bank of America
or other institutions as directed by the
responsible officers of FT Interactive and
Interactive
4. Fund FT Interactive and Interactive US dollar
accounts in the US from short-term investment
accounts within target ranges for specific accounts
5. Fund accounts outside the US as appropriate
6. Repatriate excess funds in foreign locations as
appropriate
7. Provide various activity reports to US management
8. Execute foreign exchange transactions as required
9. Work with FT Interactive and Interactive management
to create and negotiate banking documentation
covering cash management services and/or overdraft,
credit and credit support (e.g., letter of credit)
facilities
10. Assist management in setting target funding levels
for accounts within the banking system
Primary Contacts: Vice President of Finance, Pearson, Inc., 1330 Avenue of
the Americas, New York, NY, 10019
Senior Vice President - Finance and Administration, FT
Interactive Data Corporation, 22 Crosby Drive, Bedford,
MA, 01730, U.S.A.
Senior Vice President - Finance and Administration,
Interactive Data Corporation, 22 Crosby Drive, Bedford,
MA, 01730, U.S.A.
Fees: 1. Set-Up Fee: $5,000
2. Monthly Fee: $1,500 per month for normal services
3. Direct Fees: FT Interactive and Interactive will:
(a) Pay directly or reimburse Pearson for
transaction fees charged by banks
(b) Reimburse Pearson for petty cash checks drawn
on Pearson's Chase Manhattan Bank account
(c) Pay any fees associated with establishing
communications and/or software links with FT
Interactive and Interactive banks
(d) Pay reasonable legal and professional fees as
required by law to implement treasury
structure
Service Period: Commencing February 29, 2000 and continuing thereafter
until such time as the service is terminated in
accordance with the terms of the Agreement.
Notice Period for 90 days
Termination:
SCHEDULE 5
COMMERCIAL AND LEGAL SERVICES - DATA LICENSES
Service Provider: FT Interactive Data (Europe) Limited ("FT Interactive
(Europe)")
Service Recipient: Financial Times Group Limited (UK) ("FT")
Service Description: FT Interactive (Europe) will provide FT with commercial
and legal services relating to the acquisition of data
licenses for FT.com, FTYourMoney.com and
FTMarketwatch.com.
Primary Contacts: Company Secretary, FT Interactive Data (Europe) Limited,
Fitzroy House, 13-17 Epworth Street, London, EC2A 4DL,
England
Company Secretary, Financial Times Group Limited (UK),
Number One Southwark Bridge, London, SE1 9HL, England
Fees: (pound)13,000
Service Period: Commencing February 29, 2000 and continuing thereafter
until such time as the service is terminated in
accordance with the terms of the Agreement.
Notice Period for 90 days
Termination:
SCHEDULE 6
COMPUTER AND ACCOUNTING SYSTEM SUPPORT SERVICES
Service Provider: Financial Times Group Limited (UK) ("FT")
Service Recipient: FT Interactive Data (Europe) Limited ("FT Interactive
(Europe)")
Service Description: FT will provide FT Interactive (Europe) with the
following computer and accounting system support
services:
1. Provide support of SUN Accounts, Hyperion and Dbase
systems
2. Provide helpdesk facilities via telephone or email
3. Provide upgrades to existing software and implement
new software
4. Perform all system repairs and maintenance
5. Perform ad hoc systems-related project work
6. Advise, design and implement new working practices
7. Provide support for the Unix hardware and the
communications for FT Interactive (Europe) to
access the SUN server
8. Provide backup for DoL production
Primary Contacts: Director of Group Accounting Services, Financial Times
Group Limited (UK), Number One Southwark Bridge, London,
SE1 9HL, England
European Finance Director, FT Interactive Data (Europe)
Limited, Fitzroy House, 13-17 Epworth Street, London,
EC2A 4DL, England
Fees: (pound)174,500 for 2000,(pound)160,000 for 2001
Service Period: Commencing February 29, 2000 and continuing thereafter
until such time as the service is terminated in
accordance with the terms of the Agreement.
Notice Period for 180 days
Termination:
SCHEDULE 7
CONTINUED PARTICIPATION IN
THE PEARSON, INC. PENSION PLAN
Service Provider: Pearson Inc. ("Pearson")
Service Recipient: FT Interactive Data Corporation ("FT Interactive")
Service Description: The actuary for The Pearson, Inc. Pension Plan (the
"Pension Plan") will calculate a separate minimum funding
standard account for the portion of the Pension Plan
which is attributable to the participation of certain FT
Interactive employees and will communicate such
information to FT Interactive and Pearson. Pearson will
make contributions to the Pension Plan trust in such
amounts as directed by FT Interactive in writing or, in
the absence of any such direction, in amounts equal to
the required contribution, as determined by the Pension
Plan's actuary. At FT Interactive's election and with
Pearson's consent, FT Interactive may make contributions
to the Pension Plan trustee directly.
Pearson shall provide, or contract for, all
administrative services required with respect to the
continued participation by employees of FT Interactive in
the Pension Plan. Such services will be provided by
Pearson in its capacity as Pension Plan administrator.
Such services will include, without limitation,
actuarial, accounting, legal, consulting, trustee,
communications, compliance and custodial services.
Pearson will determine the premium amounts payable to the
Pension Benefit Guaranty Corporation (the "PBGC") on
account of FT Interactive employees and pay to the PBGC
the required amounts.
FT Interactive shall be provided with at least 6 months
notice prior to any substantive changes in the Pension
Plan so that it may adequately consider and address any
impact such changes may have on its operations or
employees. Further, FT Interactive will be included in
all discussions regarding such changes.
Primary Contacts: Executive Vice President - Human Resources, Pearson,
Inc., 1330 Avenue of the Americas, New York, NY, 10019,
U.S.A.
Director of Compensation, Benefits and HR Systems, FT
Interactive Data Corporation, 22 Crosby Drive, Bedford,
MA, 01730, U.S.A.
Fees: Pearson will invoice FT Interactive for all contributions
paid by Pearson on FT Interactive's behalf as well as for
all premium amounts paid to the PBGC on FT Interactive's
behalf. Pearson
will calculate its fee with respect to the administrative
portion of the Services by prorating the cost of the
outside administrative services for which it contracts by
the ratio that Pension Plan participants who are current
or former employees of FT Interactive bears to the total
number of Pension Plan participants at the time of
invoice. Pearson will invoice FT Interactive monthly for
its share of all such costs and such other fees as may be
customary including, as applicable, a reasonable charge
for the time of Pearson employees expended in performing
the services hereunder. Each invoice will include a
detailed accounting of all fees and costs.
Service Period: Commencing February 29, 2000 and continuing thereafter
until such time as the service is terminated in
accordance with the terms of the Agreement.
Notice Period for 180 days
Termination:
SCHEDULE 8
CONTINUED PARTICIPATION IN
THE PEARSON, INC. SAVINGS AND INVESTMENT PLAN
Service Provider: Pearson, Inc. ("Pearson")
Service Recipient: FT Interactive Data Corporation ("FT Interactive")
Service Description: Pearson will make contributions to the accounts of FT
Interactive employees under The Pearson, Inc. Savings and
Investment Plan (the "Savings Plan") in accordance with
the terms of the Savings Plan and the deferral elections
of such employees. Pearson shall provide, or contract
for, all administrative services required with respect to
the continued participation by FT Interactive employees
in the Savings Plan. Such services will be provided by
Pearson in its capacity as Savings Plan administrator.
Such services will include, without limitation,
accounting, legal, consulting, trustee, communications,
compliance and custodial services.
FT Interactive shall be provided with at least 6 months
notice prior to any substantive changes in the Savings
Plan so that it may adequately consider and address any
impact such changes may have on its operations or
employees. Further, FT Interactive will be included in
all discussions regarding such changes.
Primary Contacts: Executive Vice President - Human Resources, Pearson,
Inc., 1330 Avenue of the Americas, New York, NY, 10019,
U.S.A.
Director of Compensation, Benefits and HR Systems, FT
Interactive Data Corporation, 22 Crosby Drive, Bedford,
MA, 01730, U.S.A.
Fees: The amount of contributions paid by Pearson on FT
Interactive's behalf will be billed to FT Interactive
monthly.
Pearson will calculate its fee with respect to the
administrative portion of the Services by prorating the
cost of the outside administrative services for which it
contracts by the ratio that Savings Plan participants who
are current or former employees of FT Interactive bears
to the total number of Savings Plan participants as of
the invoice date. Pearson will invoice FT Interactive
monthly for its share of all such costs and such other
fees as may be customary including, as applicable, a
reasonable charge for the time of Pearson employees
expended in performing the services hereunder. Each
invoice will include a detailed accounting of all fees
and costs.
Service Period: Commencing February 29, 2000 and continuing thereafter
until such time as the service is terminated in
accordance with the terms of the Agreement.
Notice Period for 180 days
Termination:
SCHEDULE 9
CONTINUED PARTICIPATION IN
THE PEARSON, INC. SHARE BONUS PLAN
Service Provider: Pearson, Inc. ("Pearson")
Service Recipient: FT Interactive Data Corporation ("FT Interactive")
Service Description: Pearson will make contributions to the accounts of FT
Interactive employees under The Pearson, Inc. Share Bonus
Plan (the "Share Bonus Plan") in accordance with the
terms of the Share Bonus Plan. Pearson shall provide, or
contract for, all administrative services required with
respect to the continued participation by employees of FT
Interactive in the Share Bonus Plan. Such services will
be provided by Pearson in its capacity as Share Bonus
Plan administrator. Such services will include, without
limitation, accounting, legal, consulting, trustee,
communications, compliance and custodial services.
In the event FT Interactive shall cease to continue its
participation in any new Share Bonus Plans, then in such
event Pearson's services will involve primarily residual
record keeping of existing account balances.
FT Interactive shall be provided with at least 6 months
notice prior to any substantive changes in the Share
Bonus Plan so that it may adequately consider and address
any impact such changes may have on its operations or
employees. Further, FT Interactive will be included in
all discussions regarding such changes.
Primary Contacts: Executive Vice President - Human Resources, Pearson Inc.,
1330 Avenue of the Americas, New York, NY, 10019, U.S.A.
Director of Compensation, Benefits and HR Systems, FT
Interactive Data Corporation, 22 Crosby Drive, Bedford,
MA, 01730, U.S.A.
Fees: During the applicable Service Period, the amount of
contributions paid by Pearson on FT Interactive's behalf
will be billed to FT Interactive monthly.
From February 29, 2000 - December 31, 2000, Pearson will
calculate its fee with respect to the administrative
portion of the Services by prorating the cost of the
outside administrative services for which it contracts by
the ratio that Share Bonus Plan participants who are
current or former employees of FT Interactive bears to
the total number of Share Bonus Plan participants as of
the invoice date. In the event FT Interactive shall cease
to continue its participation in any new Share Bonus
Plans, then in such event the costs allocated to FT
Interactive shall be proportionately reduced to reflect
the reduction in services provided to FT Interactive.
Subject to the foregoing, Pearson will invoice FT
Interactive monthly for its share of all such costs and
such other fees as may be customary including, as
applicable, a reasonable charge for the time of Pearson
employees expended in performing the services hereunder.
Each invoice will include a detailed accounting of all
fees and costs.
Service Period: Commencing February 29, 2000 and continuing thereafter
until such time as the service is terminated in
accordance with the terms of the Agreement.
Notice Period for 180 days
Termination:
SCHEDULE 10
CONTINUED PARTICIPATION IN
THE PEARSON INC. EXCESS SAVINGS AND INVESTMENT PLAN
Service Provider: Pearson, Inc. ("Pearson")
Service Recipient: FT Interactive Data Corporation ("FT Interactive")
Service Description: Pearson will make credits to the accounts of FT
Interactive employees under the Pearson, Inc. Excess
Savings and Investment Plan (the "Excess Savings Plan")
in accordance with the terms of the Excess Savings Plan
and will pay into the rabbi trust under the Excess
Savings Plan amounts equal to such credits. Pearson shall
provide, or contract for, all administrative services
required with respect to the continued participation by
FT Interactive employees in the Excess Savings Plan. Such
services will be provided by Pearson in its capacity as
Excess Savings Plan administrator. Such services will
include, without limitation, accounting, legal,
consulting, trustee, communications, compliance and
custodial services.
FT Interactive shall be provided with at least 6 months
notice prior to any substantive changes in the Excess
Savings Plan so that it may adequately consider and
address any impact such changes may have on its
operations or employees. Further, FT Interactive will be
included in all discussions regarding such changes.
Primary Contacts: Executive Vice President - Human Resources, Pearson,
Inc., 1330 Avenue of the Americas, New York, NY, 10019,
U.S.A.
Director of Compensation, Benefits and HR Systems, FT
Interactive Data Corporation, 22 Crosby Drive, Bedford,
MA, 01730, U.S.A.
Fees: The amounts paid by Pearson into the rabbi trust on FT
Interactive's behalf will be billed to FT Interactive
monthly.
Pearson will calculate its fee with respect to the
administrative portion of the Services by prorating the
cost of the outside administrative services for which it
contracts by the ratio that Excess Savings Plan
participants who are current or former employees of FT
Interactive bears to the total number of Excess Savings
Plan participants as of the invoice date. Pearson will
invoice FT Interactive monthly for its share of all such
costs and such other fees as may be customary including,
as applicable, a reasonable charge for the time of
Pearson employees expended in performing the services
hereunder. Each invoice will include a
detailed accounting of all fees and costs.
Service Period: Commencing February 29, 2000 and continuing thereafter
until such time as the service is terminated in
accordance with the terms of the Agreement.
Notice Period for 180 days
Termination:
SCHEDULE 11
CONTINUED PARTICIPATION IN
THE PEARSON, INC. PENSION EQUITY PLAN
Service Provider: Pearson, Inc. ("Pearson")
Service Recipient: FT Interactive Data Corporation ("FT Interactive")
Service Description: Pearson will credit benefit accruals for eligible
employees under the Pearson, Inc. Pension Equity Plan
(the "Pension Equity Plan") in accordance with the terms
of the Pension Equity Plan and will pay into the rabbi
trust under the Pension Equity Plan amounts equal to the
present value of such credits. Pearson shall provide, or
contract for, all administrative services required with
respect to the continued participation by FT Interactive
employees in the Pension Equity Plan. Such services will
be provided by Pearson in its capacity as Pension Equity
Plan administrator. Such services will include, without
limitation, actuarial, accounting, legal, consulting,
trustee, communications, compliance and custodial
services.
FT Interactive shall be provided with at least 6 months
notice prior to any substantive changes in the Pension
Equity Plan so that it may adequately consider and
address any impact such changes may have on its
operations or employees. Further, FT Interactive will be
included in all discussions regarding such changes.
Primary Contacts: Executive Vice President - Human Resources, Pearson Inc.,
1330 Avenue of the Americas, New York, NY, 10019, U.S.A.
Director of Compensation, Benefits and HR Systems, FT
Interactive Data Corporation, 22 Crosby Drive, Bedford,
MA, 01730, U.S.A.
Fees: The amounts paid by Pearson into the rabbi trust on
Interactive Data Corporation's ("Interactive") behalf
will be billed to Interactive monthly to the extent
required to insure that applicable funding levels are
met.
Pearson will calculate its fee with respect to the
administrative portion of the Services by prorating the
cost of the outside administrative services for which it
contracts by the ratio that Pension Equity Plan
participants who are current or former employees of FT
Interactive bears to the total number of Pension Equity
Plan participants as of the invoice date. Pearson will
invoice FT Interactive monthly for its share of all such
costs and such other fees as may be customary including,
as applicable, a reasonable charge for the time of
Pearson employees expended in
performing the services hereunder. Each invoice will
include a detailed accounting of all fees and costs.
Service Period: Commencing February 29, 2000 and continuing thereafter
until such time as the service is terminated in
accordance with the terms of the Agreement.
Notice Period for 180 days
Termination:
SCHEDULE 12
CONTINUED PARTICIPATION IN
CERTAIN WELFARE BENEFITS PLANS SPONSORED BY PEARSON, INC.
Service Provider: Pearson Inc. ("Pearson")
Service Recipient: FT Interactive Data Corporation ("FT Interactive")
Service Description: Pearson shall provide, or contract for, all
administrative services required with respect to the
continued participation by employees of FT Interactive
(and their beneficiaries) in the following welfare
benefit plans sponsored by Pearson:
1. Pearson Medical Plan (including dental coverage)
2. Pearson Life and Accident Plan
3. Pearson Long-Term Disability Plan
4. Pearson Vision Care Plan
5. Pearson Reimbursement Accounts
If Pearson chooses to sponsor new or additional welfare
benefit plans and FT Interactive elects to participate in
such plans, Pearson shall provide services with respect
to such plans to FT Interactive on substantially the same
terms as set forth in this Schedule.
FT Interactive shall be provided with at least 6 months
notice prior to any substantive changes in the above
welfare benefit plans so that it may adequately consider
and address any impact such changes may have on its
operations or employees. Further, FT Interactive will be
included in all discussions regarding such changes.
Primary Contacts: Executive Vice President - Human Resources, Pearson Inc.,
1330 Avenue of the Americas, New York, NY, 10019, U.S.A.
Director of Compensation, Benefits and HR Systems, FT
Interactive Data Corporation, 22 Crosby Drive, Bedford,
MA, 01730, U.S.A.
Fees: With respect to welfare benefit plan coverages which are
fully insured and which are not paid for directly by FT
Interactive, Pearson will calculate its fee by prorating
the insurance premium cost by the ratio that participants
covered by such coverages who are current or former
employees of FT Interactive bears to the total number of
plan participants as of the invoice date.
With respect to welfare benefit plan coverages which are
self-insured by Pearson, Pearson will calculate its fee
by separately
scheduling the actual cost of claims of participants
covered by such self-insured coverages who are current or
former employees of FT Interactive (and their
beneficiaries) as of the invoice date.
Pearson's fee for such services will also include a
prorated portion of, as applicable and without
limitation, any actuarial, accounting, legal, consulting,
trustee, communications, compliance and custodial
services incurred with respect to such coverages. Pearson
will invoice FT Interactive monthly for its share of all
such costs and such other fees as may be customary
including, as applicable, a reasonable charge for the
time of Pearson employees expended in performing the
services hereunder. Each invoice will include a detailed
accounting of all fees and costs.
Service Period: Commencing February 29, 2000 and continuing thereafter
until such time as the service is terminated in
accordance with the terms of the Agreement.
Notice Period for 180 days
Termination:
SCHEDULE 13
CONTINUED PARTICIPATION IN
THE PEARSON PLC WORLDWIDE SAVE FOR SHARES PLAN
Service Provider: Pearson, Inc. ("Pearson")
Service Recipient: FT Interactive Data Corporation ("FT Interactive")
Service Description: Pearson shall provide, or contract for, all
administrative services required with respect to the
continued participation by employees of FT Interactive in
the Pearson plc Worldwide Save for Shares Plan (the
"Share Plan"). Such services shall include, as applicable
and without limitation, any accounting, legal,
consulting, stock transfer, trustee, communications,
compliance and custodial services incurred with respect
to such participation.
In the event FT Interactive shall cease to continue its
participation in any new Share Bonus Plans, then in such
event Pearson's services will involve primarily residual
record keeping of existing account balances.
Primary Contacts: Executive Vice President - Human Resources, Pearson Inc.,
1330 Avenue of the Americas, New York, NY, 10019, U.S.A.
Director of Compensation, Benefits and HR Systems, FT
Interactive Data Corporation, 22 Crosby Drive, Bedford,
MA, 01730, U.S.A.
Fees: For the periods during which FT Interactive actively
participates in the Share Plan, Pearson will calculate
its fee with respect to the services by prorating the
cost of the outside administrative services for which it
contracts by the ratio that Share Plan participants who
are current or former employees of FT Interactive bears
to the total number of Share Plan participants as of the
invoice date. In the event FT Interactive shall cease to
continue its participation in any new Share Bonus Plans,
then in such event the costs allocated to FT Interactive
shall be proportionately reduced to reflect the reduction
in services provided to FT Interactive
Subject to the foregoing, Pearson will invoice FT
Interactive monthly for its share of all such costs and
such other fees as may be customary including, as
applicable, a reasonable charge for the time of Pearson
employees expended in performing the services hereunder
Each invoice will include a detailed accounting of all
fees and costs.
Service Period: Commencing February 29, 2000 and continuing thereafter
until such time as the service is terminated in
accordance with the terms of the Agreement.
Notice Period for 180 days
Termination:
SCHEDULE 14
CONTINUED PARTICIPATION IN
THE PEARSON PROFIT SHARING PLAN
Service Provider: Pearson, Inc. ("Pearson")
Service Recipient: FT Interactive Data Corporation ("FT Interactive")
Service Description: For the periods during which FT Interactive actively
participates in the Pearson Profit Sharing Plan (the
"Profit Sharing Plan"), Pearson shall pay, in accordance
with the terms of the Profit Sharing Plan, all benefits
provided thereunder on behalf of employees of FT
Interactive. In addition, Pearson shall provide, or
contract for, all administrative services required with
respect to the continued participation by employees of FT
Interactive in the Pearson Profit Sharing Plan. Such
services will include, as applicable and without
limitation, a prorated portion of any accounting, legal,
consulting, trustee, communications, compliance and
custodial services. Primary Contacts: Executive Vice
President - Human Resources, Pearson Inc., 1330 Avenue of
the Americas, New York, NY, 10019, U.S.A.
Director of Compensation, Benefits and HR Systems, FT
Interactive Data Corporation, 22 Crosby Drive, Bedford,
MA, 01730, U.S.A.
Fees: The amounts paid by Pearson on FT Interactive's behalf
will be billed to FT Interactive monthly. Pearson's fee
for such services will also include a prorated portion of
the administrative services incurred with respect to such
participation; commencing January 1, 2001, the costs
allocated to FT Interactive shall be proportionately
reduced to reflect the reduction in services provided to
FT Interactive.
Pearson will invoice FT Interactive monthly for its share
of all such costs and such other fees as may be customary
including, as applicable, a reasonable charge for the
time of Pearson employees expended in performing the
services hereunder. Each invoice will include a detailed
accounting of all fees and costs.
Service Period: Commencing February 29, 2000 and continuing thereafter
until such time as the service is terminated in
accordance with the terms of the Agreement.
Notice Period for 180 days
Termination:
SCHEDULE 15
CONTINUED PARTICIPATION IN
CERTAIN U.K. EMPLOYEE BENEFIT SCHEMES
Service Provider: Pearson plc ("Pearson")
Service Recipient: Interactive Data Corporation ("Interactive")
Service Description: Pearson will pay, on behalf of Interactive, all
contribution and administrative costs relating to the
continued participation by employees of FT Interactive
Data Corporation ("FT Interactive") and its subsidiaries
(and their beneficiaries, if applicable) under the
following schemes:
1. UK Money Matters Scheme
2. UK Employment Scheme
3. UK Health and Welfare Scheme
4. UK Shares Option Scheme
5. UK Cars Scheme
6. The Pearson Group Pension Plan
7. UK Bonus Schemes
8. UK Policies and Procedures Scheme
FT Interactive shall be provided with at least 6 months
notice prior to any substantive changes in the above
schemes so that it may adequately consider and address
any impact such changes may have on its operations or
employees. Further, FT Interactive will be included in
all discussions regarding such changes.
Primary Contacts: Human Resources Manager, Pearson plc, 80 Strand, London,
W1X 1LE, England
Human Resources Manager (Europe), Interactive Data
Corporation, 22 Crosby Drive, Bedford, MA, 01730, U.S.A.
Fees: The amounts paid by Pearson on Interactive's behalf with
respect to such services will be billed to Interactive
monthly. Pearson's fee for such services will also
include a prorated portion of the administrative services
incurred with respect to such customary including, as
applicable, a reasonable charge for the time of Pearson
employees expended in performing the services hereunder.
Each invoice will include a detailed accounting of all
fees and costs.
Service Period: Commencing February 29, 2000 and continuing thereafter
until such time as the service is terminated in
accordance with the terms of the Agreement.
Notice Period for 180 days
Termination:
SCHEDULE 16
DATA SERVICES
Service Provider: FT Interactive Data (Europe) Limited ("FT Interactive
(Europe)")
Service Recipient: The Financial Times Ltd. ("FT")
Service Description: FT Interactive (Europe) will provide FT with the
following data services, to be used to compile the
financial and statistical content of the Financial Times
newspaper:
1. Provide London share prices and related data
2. Provide various tables (e.g., indices, actives,
movers, highs and lows, those with data supplied by
LIFFE and FTSE International)
3. Provide world stock market prices and related data
4. Provide commodities tables
5. Provide foreign exchange tables
6. Provide Euro market tables
Primary Contacts: Managing Director, FT Interactive Data (Europe) Limited,
Fitzroy House, 13-17 Epworth Street, London, EC2A 4DL,
England
Finance Director, The Financial Times Ltd. Number One
Southwark Bridge, London, SE1 9HL, England
Fees: (pound)440,000 per year (subject to review in 2001)
Service Period: Commencing February 29, 2000 and continuing thereafter
until such time as the service is terminated in
accordance with the terms of the Agreement.
Notice Period for One year
Termination:
SCHEDULE 17
FINANCIAL ACCOUNTING SERVICES
Service Provider: Financial Times Group Limited (UK) ("FT")
Service Recipient: FT Interactive Data (Europe) Limited ("FT Interactive
(Europe)")
Service Description: FT will provide FT Interactive (Europe) with the
following financial accounting services:
1. Cashiering Services
(a) Banking
(i) Checks and cash received will be written
up into banking deposit book
(ii) Cashier will ensure that all checks and
cash and banked within 24 hours of
receipt
(b) Reconciling and Posting
(i) Reconcile BACS remittance advice
received in post to bank statement
daily; pass all details to sales ledger
each day
(ii) Reconcile Direct Debits per the bank
statement to nominal ledger and pass
details to purchase ledger each day
(iii) Transmit weekly all PDQI payment
requests and pass all information to
sales ledger when monies are received
(iv) Using electronic statements printed from
Hexagon (once Hexagon is in place), post
all electronic receipts to relevant
accounts daily
(v) Reconcile all bank accounts weekly and
inform all relevant parties by email of
any outstanding amounts
(c) Queries: Liaise with Midland Bank regarding
any queries that arise on bank statements
(d) Purchase Foreign Currency: Receive approved
paperwork from managers requesting foreign for
trips abroad and ensure that they receive
funds on time
2. Monthly Financial Reporting
(a) Fixed assets reviewed and analyzed
(i) Agree fixed assets posted to Sun to the
nominal
ledger and post differences
(ii) Run monthly depreciation based on group
policy
(iii) Prepare all journals relating to
disposals and inter-company transfers of
fixed assets
(iv) Prepare all fixed assets tax analysis
and financial reporting schedules for
year end
(v) Provide ad hoc information as and when
requested
(b) Staff Season Ticket Loans and Personal Loans
(i) Provide details of new employee season
ticket loans and personal loans
(ii) Update the loan balances
(iii) Reconcile the normal ledger to the
balance advised by PBS posting
adjustments as required
(iv) Query employee loans appearing as
reconciling items for more than one
month with PBS and make adjustments
(c) Inter-company Balances Reconciled
(i) Reconcile monthly all inter-company
balances between all group companies and
FT Interactive (Europe)
(ii) Notify management accountants of any
unresolved or disputed balances and
journal any necessary adjustments
(iii) Complete the inter-company matrix and
send directly to FT Interactive Data
Corporation
(d) Interface Payroll with Sun Ledgers
(i) Download payroll disk into FT
Interactive (Europe) Sun ledger monthly
(ii) Allocate FT Interactive (Europe) payroll
costs to ledger expense account and cost
centres
3. Taxation Support
(a) Advise of relevant tax developments
(b) Prepare VAT returns and submit to Customs and
Excise by reporting date
(c) Taxation query helpline for specific tax
guidance; available for issues of principle
(e.g., interpretation of changes to tax
legislation) rather than routine inquiries
(e.g., VAT charge on an invoice)
(d) Prepare annual PSA return and submit it to
Inland Revenue
(e) Prepare annual corporation tax return and
submit it to Inland Revenue
(f) Coordinate and calculate quarterly CTSA
installments
(g) Respond to queries raised by HM Inspector of
Taxes
(h) Transfer pricing: Provide guidance and
direction for the establishment of written
contracts to support arms-length trading with
overseas companies
4. Company Secretarial
Primary Contacts: Director of Group Accounting Services, Financial Times
Group Limited (UK), Number One Southwark Bridge, London,
SE1 9HL, England
European Finance Director, FT Interactive Data (Europe)
Limited, Fitzroy House, 13-17 Epworth Street, London,
EC2A 4DL, England
Fees: (pound)113,000 for 2000,(pound)110,000 for 2001
Service Period: Commencing February 29, 2000 and continuing thereafter
until such time as the service is terminated in
accordance with the terms of the Agreement.
Notice Period for 180 days
Termination:
SCHEDULE 18
GENERAL ADMINISTRATIVE SERVICES
Service Provider: FT Interactive Data (Europe) Limited ("FT Interactive
(Europe)")
Service Recipient: Financial Times Information Limited ("FT")
Service Description: FT Interactive (Europe) will provide FT with the
following general administration services:
1. Company cars
2. Mobile phones
3. Post room
4. Domestic and international couriers
5. Copy prep and printing
6. Information technology equipment purchasing
7. Stationery
Primary Contacts: European Finance Director, FT Interactive Data (Europe)
Limited, Fitzroy House, 13-17 Epworth Street, London,
EC2A 4DL, England
Finance Director, Financial Times Information Limited,
Number One Southwark Bridge, London, SE1 9HL, England
Fees: (pound)37,000 per year
Service Period: Commencing February 29, 2000 and continuing thereafter
until such time as the service is terminated in
accordance with the terms of the Agreement.
Notice Period for 180 days
Termination:
SCHEDULE 19
INSURANCE COVERAGE SERVICES
Service Provider: Pearson plc ("Pearson")
Service Recipient: Interactive Data Corporation ("Interactive")
Service Description: Pearson will cause Interactive and its subsidiaries to be
covered by the following insurance policies:
1. Material Damage, Business Interruption and Marine
Cargo - Ace
Insurance Policy Number 96UK146131.A
2. UK Terrorism - Ace Insurance & Pool Re Policy
Number 96UK146131.A
3. California Earthquake - Lloyd's Policy Number
551/J8X0274
4. Public and Products Liability, Special Liabilities
(Financial Loss, Libel and Slander, Professional
Indemnity, Media Special Perils) - Ace Insurance
Policy Number 96UK146131.A
5. Excess Liability - Chubb Policy Number 79760529;
Star Excess Policy Number 5553911
6. UK Employer's Liability - Ace Insurance Policy
Number 96UK146131.A; AIG Policy Number 32007231
7. UK Automobile - Zurich Insurance Policy Number
16/007025/8096007/MY
8. US Workers Compensation & Automobile - Ace
Insurance Policy Number C4 28 31 33 5 (Workers
Compensation) and Policy Number H07679877; Spear
Insurance Policy Number 1-10012-00
9. Crime - Ace Insurance Policy Number 96UK146131.A
10. UK Money - Eagle Star Policy Number 51437424/1
11. UK Personal Accident and Travel - Spear Insurance
Policy Number 1-10010-00
12. Directors and Officers Liability - Chubb Insurance
Policy Number 81425369C; AIG Policy Number
33002471; Encon Underwriting Policy Number
D0003747; Spear Insurance Policy Number 1-10009-00;
for 2000/2001 capped at the 1999/2000 DBC D&O
premium of $135,000
13. US Fiduciary Liability - Federal Policy Number
8095-69-63H and ERISA Bond - Federal Policy Number
8127-53-57C
Note that the description, insurer and policy number of
the above may vary from time to time.
Primary Contacts: Group Insurance Manager, Pearson plc, 80 Strand, London,
W1X 1LE, England
Chief Financial Officer, Interactive Data Corporation, 22
Crosby Drive, Bedford, MA, 01730, U.S.A.
Fees: Costs will be allocated to Interactive on the following
basis:
1. Material Damage, Business Interruption and Marine
Cargo - property and sales values
2. UK Terrorism - property and sales values
3. California Earthquake - property and sales values
4. Public and Products Liability, Special Liabilities
- sales values
5. Excess Liability - sales values
6. UK Employer's Liability - employee numbers and
payroll
7. UK Automobile - vehicle numbers
8. US Workers Compensation & Automobile- payroll
(workers compensation) and vehicle numbers
(automobile)
9. Crime - employee numbers
10. UK Money - sales values
11. UK Personal Accident and Travel - employee numbers
12. Directors and Officers Liability - for 2000/2001
capped at the 1999/2000 Interactive Data
Corporation D&O premium (i.e., $135,800)
13. Fiduciary Liability and ERISA Bond 1999/2000 -
employee numbers
The costs allocated to Interactive will also include a
prorated administration fee in respect of Interactive's
participation in the services covered by this Schedule.
Note that claims history will also be factored in to any
premium allocations.
In addition, Interactive will meet the cost of any risk
management services provided to Interactive by Ace
Insurance (e.g., property or workers compensation loss
control surveys) or such similar risk management service
provider and will also pay a reasonable contribution
towards insurance broking fees incurred by Pearson for
placing and handling the above insurance covers.
Policy Deductibles: Interactive will be responsible for insurance policy
deductibles arising from Interactive's insurance claims
made under the above policies. Interactive's
responsibility for policy deductibles shall continue for
(a) claims still outstanding at the termination of
Insurance Coverage Services under this Agreement and (b)
claims that are submitted to insurers after the
termination of Insurance Coverage Services under this
Agreement.
Service Period: Commencing February 29, 2000 and continuing thereafter
until such time as the service is terminated in
accordance with the terms of the Agreement.
Notice Period for Interactive may terminate the Insurance Coverage Services
Termination: on May 31, 2001 and annually thereafter on May 31
provided that 60 days' notice is provided to Pearson's
Group Insurance Manager.
Pearson may terminate the Insurance Coverage Services on
180 days' notice to Interactive.
SCHEDULE 20
INTERACTIVEDATA.COM SERVICES
Service Provider: FT Interactive Data Corporation ("FT Interactive")
Service Recipients: The Financial Times Ltd. ("FT") - two accounts; Pearson
plc ("Pearson") - two accounts
Service Description: FT Interactive will provide FT and Pearson with general
access to the basic data selection offered by
InteractiveData.com.
Primary Contacts: Vice President, North American Business Lines, FT
Interactive Data Corporation, 22 Crosby Drive, Bedford,
MA 01730, U.S.A.
Product Manager, The Financial Times Ltd., Number One
Southwark Bridge, London, SE1 9HL, England
Business Development Executive, Pearson plc, 80 Strand,
London, W1X 1LE, England
Fees: $4,000 per account per year for normal services; $16,000
total per year
Service Period: Commencing February 29, 2000 and continuing thereafter
until such time as the service is terminated in
accordance with the terms of the Agreement.
Notice Period for 90 days
Termination:
SCHEDULE 21
MISCELLANEOUS INTERNET SERVICES
Service Provider: FT Interactive Data (Europe) Limited ("FT Interactive
(Europe)")
Service Recipient: Pearson plc ("Pearson")
Service Description: FT Interactive (Europe) will provide Pearson with the
following services:
1. Wallboard
2. Hosting Pearsonville.com website
Primary Contacts: Production Director, FT Interactive Data (Europe)
Limited, Fitzroy House, 13-17 Epworth Street, London,
EC2A 4DL, England
Webmaster, Pearson plc, 80 Strand, London, W1X 1LE,
England
Fees: (pound)6,000 per year
Service Period: Commencing February 29, 2000 and continuing thereafter
until such time as the service is terminated in
accordance with the terms of the Agreement.
Notice Period for 90 Days
Termination:
SCHEDULE 22
PAYROLL SERVICES
Service Provider: Financial Times Group Limited (UK) ("FT")
Service Recipient: FT Interactive Data (Europe) Limited ("FT Interactive
(Europe)")
Service Description: FT will provide FT Interactive (Europe) with the
following payroll services:
1. Payroll processing
(a) Monthly payment of BACS payments directly to
all UK payroll employees
(b) Payment of BACS payments to UK employees made
outside of payroll timing
(c) BACS cancellations
(d) Payment of BACS/Hexagon payments to non-UK
based employees into one of two specified bank
accounts
(e) Correction of incorrect payments made to
employees as a result of RSC error in
processing of payroll
(f) Correction of late payments to employees
(g) Production and distribution of payslips to
each employee as required
(h) Payment to third parties (e.g., Inland
Revenue, SAYE providers) as required
(i) Provision of standard pension reports and
appropriate payment due to Pearson plc Pension
Department
(j) Provision of payroll reports both manually and
electronically in format compatible with Sun
accounting system
2. Reports
(a) Preparation of Standard Year End Reports
(P11d)
(b) Preparation of Standard Year End Reports (P14,
P35, P60, Class a NIC's)
(c) Preparation of ad-hoc reports requested by
Financial Times
3. Queries
(a) Respond to queries related to tax, statutory
compliance
and other legislative issues
(b) Respond to general payroll queries Primary
Contacts: Director of Group Accounting
Services, Financial Times Group Limited (UK),
Number One Southwark Bridge, London, SE1 9HL,
England
European Finance Director, FT Interactive Data (Europe)
Limited, Fitzroy House, 13-17 Epworth Street, London,
EC2A 4DL, England
Fees: (pound)42,000 per year
Service Period: Commencing February 29, 2000 and continuing thereafter
until such time as the service is terminated in
accordance with the terms of the Agreement.
Notice Period for 180 days
Termination:
SCHEDULE 23
PRODUCTION INFORMATION TECHNOLOGY SERVICES - FTEP
Service Provider: FT Interactive Data (Europe) Limited ("FT Interactive
(Europe)")
Service Recipient: Financial Times Information Limited ("FTI")
Service Description: FT Interactive (Europe) will provide FTI with the
following resources and support services:
1. Tandem, mainframe and UNIX programming and
administration
2. Oracle DBA
3. Technical helpdesk
4. Data Centre bank-up and support
5. LAN and WAN services
Primary Contacts: Production Director, FT Interactive Data (Europe)
Limited, Fitzroy House, 13-17 Epworth Street, London,
EC2A 4DL, England
Finance Director, Financial Times Information Limited,
Number One Southwark Bridge, London, SE1 9HL, England
Fees: (pound)3.52 million per year
Service Period: Commencing February 29, 2000 and continuing thereafter
until such time as the service is terminated in
accordance with the terms of the Agreement.
Notice Period for N/A
Termination:
SCHEDULE 24
PRODUCTION INFORMATION TECHNOLOGY SERVICES - FT NEWSPAPER
Service Provider: FT Interactive Data (Europe) Limited ("FT Interactive
(Europe)")
Service Recipient: Financial Times Group Limited (UK) ("FT")
Service Description: FT Interactive (Europe) will provide FT with the
following production information technology services for
the Financial Times newspaper:
1. Technical LAN support to enable all incoming and
outgoing internet email to and from any email
address which ends "@ft.com"
2. Technical services enabling internet names to be
translated into the DNS code required to find the
website
Primary Contacts: Production Director, FT Interactive Data (Europe)
Limited, Fitzroy House, 13-17 Epworth Street, London,
EC2A 4DL, England
IT Director, The Financial Times Group Ltd., Number One
Southwark Bridge, London, SE1 9HL, England
Fees: (pound)40,000 per year
Service Period: Commencing February 29, 2000 and continuing thereafter
until such time as the service is terminated in
accordance with the terms of the Agreement.
Notice Period for 90 days
Termination:
SCHEDULE 25
PRODUCTION INFORMATION TECHNOLOGY SERVICES - FT PERSONAL FINANCE
Service Provider: FT Interactive Data (Europe) Limited ("FT Interactive
(Europe)")
Service Recipient: Financial Times Information Limited ("FT")
Service Description: FT Interactive (Europe) will provide FT with general LAN
support services, such as servers, desktop services and
applications for FT Personal Finance.
Primary Contacts: European Finance Director, FT Interactive Data (Europe)
Limited, Fitzroy House, 13-17 Epworth Street, London,
EC2A 4DL, England
Finance Director, Financial Times Information Limited,
One Poultry, EC2R 8FT, London, England
Fees: (pound)30,000 per year
Service Period: Ends on December 31, 2000
Notice Period for N/A
Termination:
SCHEDULE 26
PURCHASING SERVICES
Service Provider: Pearson, Inc. ("Pearson")
Service Recipient: Interactive Data Corporation ("Interactive")
Service Description: Pearson will allow Interactive to benefit from group
purchasing contracts Pearson has entered into with
certain vendors (e.g., Xerox, IBM, Carson Wagonlit)
Primary Contacts: Vice President, Purchasing, Pearson, Inc., 1330 Avenue of
the Americas, New York, NY, 10019, U.S.A.
Manager of Administration, Interactive Data Corporation,
22 Crosby Drive, Bedford, MA, 01730, U.S.A.
Fees: No charge
Service Period: Commencing February 29, 2000 and continuing thereafter
until such time as the service is terminated in
accordance with the terms of the Agreement.
Notice Period for One year
Termination:
SCHEDULE 27
RESOURCES AND SUPPORT SERVICES
Service Provider: FT Interactive Data (Europe) Limited ("FT Interactive
(Europe)")
Service Recipient: The Financial Times Limited ("FT")
Service Description: FT Interactive (Europe) will provide FT with the
following resources and support services:
1. Two developers supporting current HP funds system
(FT Stats)
2. Development of a new SICKLE system
Primary Contacts: Development Director, FT Interactive Data (Europe)
Limited, Fitzroy House, 13-17 Epworth Street, London,
EC2A 4DL, England
IT Director, The Financial Times Limited (UK), Number One
Southwark Bridge, London, SE1 9HL, England
Fees: (pound)96,000 per year (subject to review in 2001 in
conjunction with Data Services - Schedule 16
Service Period: Commencing February 29, 2000 and continuing thereafter
until such time as the service is terminated in
accordance with the terms of the Agreement.
Notice Period for One year
Termination:
SCHEDULE 28
SALES ADMINISTRATION SERVICES
Service Provider: Financial Times Group Limited (UK) ("FT")
Service Recipient: FT Interactive Financial Limited ("FT Interactive")
Service Description: FT will provide FT Interactive (Europe) with the
following sales administration services:
1. Billing of FT Interactive (Europe) products
2. New Contracts
(a) Set up new contracts and advise Sales
Department as appropriate
(b) Business acquisitions which may involve
setting up large numbers of new accounts will
be processed according to any specific
timetable and procedures agreed upon at the
time of the acquisition
3. Contract Amendments
(a) Process and confirm to Sales Department
properly advised amendments as appropriate
(b) Clarification will be sought from the
originator in the event of any incomplete or
unclear requests
4. Credit Note Requests
(a) Process properly completed and authorized
requests
(b) Incomplete or insufficiently authorized
requests will be returned to the originator
for clarification
5. Process queries
(a) Process and resolve customer inquiries
directly when possible
(b) Where input from Sales Department is required,
pass details to appropriate person
(c) Process inquiries from FT Interactive (Europe)
accountants
6. Process manual invoices throughout the course of
each month
7. Reports
(a) Check monthly implementation report to ensure
that all valid contracts have been set up and
billed
(b) Check Sutos report from production against
billing system
Primary Contacts: Director of Group Accounting Services, Financial Times
Group Accounting Services, Financial Times Group Limited
(UK), Number One Southwark Bridge, London, SE1 9HL,
England
European Finance Director, FT Interactive Data (Europe)
Limited, Fitzroy House, 13-17 Epworth Street, London,
EC2A 4DL, England
Fees: (pound)113,000 for 2000,(pound)109,000 for 2001
Service Period: Commencing February 29, 2000 and continuing thereafter
until such time as the service is terminated in
accordance with the terms of the Agreement.
Notice Period for One year
Termination:
SCHEDULE 29
SALES LEDGER AND CREDIT CONTROL SERVICES
Service Provider: Financial Times Group Limited (UK) ("FT")
Service Recipient: FT Interactive Financial Limited ("FT Interactive
(Europe)")
Service Description: FT will provide FT Interactive (Europe) with the
following sales ledger and credit control services:
1. Cash Allocation
(a) Process on the sales ledger all cash receipts
(i) Process and allocate to the appropriate
sales debtor all payment receipts as
supplied by the cashier's office within
48 hours (but always 100% by month-end
close), to include accounting entries
for bank charges and any exchange
differences
(b) Control and reconcile unallocated cash account
(i) Reconcile debtor suspense and ensure
balance is zero at the end of each month
(ii) Reconcile unallocated cash on a regular
basis and ensure balance remains below
"20,000
(iii) Inform FT Interactive (Europe)
controllers when unidentified cash is
received
2. Credit control
(a) Allocate two full-time credit controllers for
the credit control of FT Interactive (Europe)
(b) Debtor Statements
(i) Produce debtor statements and post to
clients within two days of month-end
close
(ii) Sort, identify and hold back any queried
items
(c) Debt Chasing
(i) Contact accounts greater
than(pound)1,000 that fall due for
payments
(ii) All overdue accounts to be subject to
debt chasing, apart from queried items
(iii) Send reminder letter in accordance with
the automatic reminder cycle set up in
Sun
(iv) Send final demand five days after
statements
have been sent in the following month
(v) Refer debt to agreed third party agents
after discussion with appropriate Sales
Department personnel
(vi) Provide monthly summary of debts
referred to debt collectors and monthly
charge
3. Reports
(a) Cash Spreadsheet
(i) Update cash spreadsheet daily for all
cash receipts posted to the sales ledger
(ii) Ensure that cash spreadsheet is
distributed to credit controllers on a
daily basis and to FT Interactive
(Europe) management on a weekly basis
(b) Aged Analysis
(i) Run aged analysis report following
month-end closure and produce a DSO
figure for sales debtors in line with
Group reporting deadline (eight working
days)
(ii) Agree an acceptable level of DSOs and
ensure that this level is reached and
maintained
(iii) Report information to FT Interactive
(Europe) as above within eight working
days
(c) Monthly Debtors Report: Provide monthly
debtor's report within eight working days of
receipt of final monthly figures
4. Queries
(a) Client Queries
(i) Resolve client queries within five days
when possible
(ii) Ensure all customer queries requiring
input from Sales Department are passed
to FT Interactive (Europe) on the day of
receipt
(b) Liaise with FT Interactive (Europe) and
Creditors: Provide debtors with any necessary
documentation to resolve queries and liaise
with FT Interactive (Europe) as required
Primary Contacts: Director of Group Accounting Services, Financial Times
Group Limited (UK), Number One Southwark Bridge, London,
SE1
9HL, England
European Finance Director, FT Interactive Data (Europe)
Limited, Fitzroy House, 13-17 Epworth Street, London,
EC2A 4DL, England
Fees: (pound)104,000 for 2000,(pound)99,000 for 2001
Service Period: Commencing February 29, 2000 and continuing thereafter
until such time as the service is terminated in
accordance with the terms of the Agreement.
Notice Period for One year
Termination:
SCHEDULE 30
SVS SERVICES
Service Provider: FT Interactive Data (Europe) Limited ("FT Interactive
(Europe)")
Service Recipient: The Financial Times Ltd. ("FT")
Service Description: FT Interactive (Europe) will provide FT with the
following SVS services:
1. FT Cityline
2. Wallboard
Primary Contacts: Managing Director, FT Interactive Data (Europe) Limited,
Fitzroy House, 13-17 Epworth Street, London, EC2A 4DL,
England
Director, Partnership Publishing, The Financial Times
Ltd., Number One Southwark Bridge, London, SE1 9HL,
England
Fees: (pound)70,000 per year
Service Period: Commencing February 29, 2000 and continuing thereafter
until such time as the service is terminated in
accordance with the terms of the Agreement.
Notice Period for 90 Days
Termination:
SCHEDULE 31
TAX SERVICES
Service Provider: Pearson, Inc. ("Pearson")
Service Recipients: Interactive Data Corporation ("Interactive") and its
subsidiaries
Service Description: Pearson will provide Interactive and its subsidiaries
with the following tax services:
1. Provide tax compliance services - US and UK
2. Provide audit assistance - US and UK
3. Provide tax advisory and tax planning services as
required - US and UK
4. Provide tax accounting and financial reporting
services
5. Advise and assist with respect to mergers and
acquisitions as required
6. Advise and assist with international tax issues
relating to US ownership of foreign companies
(e.g., 1118's, 5471 subpart F income)
Primary Contacts: Primary Contacts:
Vice President of Taxation, Pearson, Inc., 1330 Avenue of
the Americas, New York, NY, 10019, U.S.A.
Tax Director, Interactive Data Corporation, 100 Executive
Drive, Suite 335, West Orange, NJ 07052
Senior Vice President - Finance and Administration, FT
Interactive Data Corporation, 22 Crosby Drive, Bedford,
MA, 01730, U.S.A.
Fees: Muller Data Corporation - $70,000 plus reasonable
expenses per tax year or pro-rated portion thereof in the
event Muller merges into FT Interactive Data Corporation.
FT Interactive Data Corporation - $70,000 plus reasonable
expenses per tax year, increased to $87,000 plus
reasonable expenses per tax year following the merger of
FT Interactive Data Corporation and Muller Data
Corporation
Tax examination support for US tax authorities - 70% of
the net standard fee charged to Pearson by
PricewaterhouseCoopers LLP
Service Period: Commencing February 29, 2000 and continuing thereafter
until such time as the service is terminated in
accordance with the terms of the Agreement.
Notice Period for By mutual agreement.
Termination:
SCHEDULE 32
TRADEMARK ADMINISTRATION SERVICES
Service Provider: Financial Times Group Limited (UK) ("FT")
Service Recipient: FT Interactive Data (Europe) Limited ("FT Interactive
(Europe)")
Service Description: FT will provide FT Interactive (Europe) with trademark
administration services for the trademarks used by FT
Interactive (Europe).
Primary Contacts: Company Secretary, Financial Times Group Limited (UK),
Number One Southwark Bridge, London, SE1 9HL, England
Company Secretary, FT Interactive Data (Europe) Limited,
Fitzroy House, 13-17 Epworth Street, London, EC2A 4DL,
England
Fees: (pound)2,000 for 2000,(pound)28,000 for 2001 (subject to
review)
Service Period: Commencing February 29, 2000 and continuing thereafter
until such time as the service is terminated in
accordance with the terms of the Agreement.
Notice Period for 180 days
Termination:
SCHEDULE 33
DATABASE SERVICES
Service Provider: FT Interactive Data (Europe) Limited ("FT Interactive
(Europe)")
Service Recipient: FT.com
Service Description: FT Interactive (Europe) will provide FT.com with access
to the FTS View Facility and to Securities Alert files to
enable FT.com to match company news stories with home
quote ticker codes.
Primary Contacts: Business Manager, FT Interactive Data (Europe) Limited,
Fitzroy House, 13-17 Epworth Street, London, EC2A 4DL,
England
Finance Director, FT.com, One Poultry, EC2R 8FT, London,
England
Fees: For FTS View access:(pound)4,000 per annum ((pound)333.33
per month) for 3 user Ids; (pound)10.80 per hour
connection fee
For Securities Alert access:(pound)2.00 per security per
annum (assuming volume of approximately 10,000
securities)
Service Period: Commencing February 29, 2000 and continuing thereafter
until such time as the service is terminated in
accordance with the terms of the Agreement.
Notice Period for 90 days
Termination: