1
Confidential Materials omitted and filed separately with the Securities
and Exchange Commission. Asterisks denote omissions.
Exhibit 10.21
OPTIONAL SERVICE DELIVERY AGREEMENT
THIS AGREEMENT, dated as of July 1, 1993 between REUTERS LIMITED, a
U.K. registered corporation with offices at 85 Fleet Street, London EC 4AJ
("Reuters"), and MCCARTHY, CRISANTI & MAFFEI, INC., a New York corporation with
offices at 71 Broadway, New York, New York 10006 ("Source").
WHEREAS, Reuters operates an information service known as the Reuters
Real-Time Information Service (the "Reuters Service"); and
WHEREAS, Reuters has obtained the right to use certain communications
companies' facilities in operating the Reuters Service; and
WHEREAS, Source publishes the 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 Telerate Systems Incorporated and Quotron; and
WHEREAS, Source desires to provide the Source Services through the
Reuters Service to current and potential subscribers of Reuters 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; NEW SOURCE SERVICES.
(a) DISTRIBUTOR.
(i) APPOINTMENT. Source hereby appoints Reuters, and Reuters
hereby agrees to serve as, a non-exclusive distributor of Source for the term
set forth in Section 10 for the limited purpose of marketing and distributing
the Source Services worldwide to Reuters Subscribers, as defined below, who also
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 Reuters, subject to the terms and conditions hereof, to
access all or part of the information and services via the Reuters Service
through which one or more of the Source Services are made available.
Notwithstanding the foregoing, Reuters shall not deliver the Source Services to
those persons set forth in Exhibit B, as such exhibit is modified from time to
time, with any modifications being implemented by Reuters as soon as possible,
but in no event later than thirty (30) days from the giving notice.
(ii) NO IMPLIED DUTIES. The parties agree that Reuters'
duties as distributor of Source shall be limited to those expressly set forth in
this Agreement.
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Reuters shall not be deemed to be a fiduciary of Source and shall not have any
implied duties that might otherwise be imposed upon a distributor of Source.
(b) NON-EXCLUSIVITY. The parties acknowledge and agree that the
appointment of Reuters 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 other third parties to distribute one or more of
the Source Services.
(c) NEW SOURCE SERVICES. Source hereby grants to Reuters an option to
distribute any electronically distributed information service hereafter
developed by Source that is not listed in Exhibit A or that is not substantially
similar to any service listed therein (a "New Source Service"). If Reuters
elects to exercise its option under this subsection (c) with respect to a New
Source Service by giving Source written notice within twenty-one (21) days of
receipt of notice from Source of said New Source Service, such New Source
Service shall fall within the definition of Source Service under this Agreement,
and the distribution of such New 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
Reuters Service by means of the Reuters equipment and/or services as set forth
in Exhibit C, as modified from time to time. Upon the execution of this
Agreement, Reuters shall order, install and provide Source with equipment and
access to the appropriate Reuters services to view and input the Source
Services, at those locations set out in Exhibit C. Any such equipment, Reuters
service access or local communication cost will be at no cost to Source. From
time to time during the term of this Agreement and any extensions thereof,
Source may request that Reuters consent to provide additional equipment and
upgrades to existing equipment to Source locations at no cost to Source, for the
purpose of delivering the Source Services pursuant to this Agreement, which
consent shall not be unreasonably withheld or delayed. Source shall be solely
responsible for any applicable Exchange fees, cabling or other modifications
necessary within its location. Reuters shall also provide to Source, at no cost
to Source, one subscription to the Reuters Data Feed on the terms described
herein and in Exhibit C. Reuters shall provide at no charge to Source access to
those services provided by Reuters which are in the same service category as
those relevant services provided by Source.
(ii) DIRECT FEED AGREEMENT. Reuters 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, Reuters and
Source
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agree to enter into a separate agreement, a copy of which is attached hereto as
Exhibit D pursuant to which Reuters will provide Source with a direct feed to
such of Source's Subscribers who are not then current Reuters customers, as
Source from time to time designates. In such event, Source Subscriber shall
enter into a separate agreement with Reuters pursuant to which Reuters will
provide to Source Subscriber a direct feed line at Reuters' customary
communication charge for such line and installation. In addition, Reuters agrees
to consider requests made by Source to provide Source with a direct feed line to
Source's Subscribers who are then current Reuters customers on a case by case
basis.
(iii) USE OF SOURCE'S PROPRIETARY SERVICES. Notwithstanding
any provision of subsection (i) that may be to the contrary, Reuters, subject to
the prior written consent of Source, shall have the right to access the Source
Services; provided that Source shall have the right to deny Reuters access to
any Source Service in circumstances where Reuters 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 (iii) Source agrees to
notify Reuters in writing at least thirty (30) days prior to the desired
termination date and state the action by Reuters that gave rise to the
termination right. If Reuters ceases such action prior to the desired
termination 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. Reuters will attempt to make
the Source Services available through the Reuters Service and any other services
Reuters, or its agents, prepare, operate or transmit financial data whenever
Reuters determines it is commercially practical to do so. Source understands
that Reuters Service(s) and delivery of the Reuters Service may change at any
time and agrees Reuters may make the Source Services available to any such
modified Reuters Service(s) or delivery of the Reuters Service.
(c) ACCURACY OF INFORMATION. Source shall use commercially reasonable
efforts to (i) insure that the information in the Source Services is accurate,
and (ii) correct inaccuracies, errors or defects in such information promptly
after discovery. Source shall monitor such information as it is distributed
through the Reuters Services and promptly correct any inaccuracies, errors or
defects therein.
(d) DISCLAIMER. Each Source Service shall be preceded by Source's
standard disclaimer language, as amended from time to time, a copy of which is
attached hereto as Exhibit E.
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3. PROMOTION AND MARKETING.
(a) EFFORTS AND MATERIALS.
(i) MARKETING. Source and Reuters shall exercise commercially
reasonable efforts to market and promote subscriptions to the Source Services to
be accessed through the Reuters Service.
(ii) MATERIALS. Neither party shall publish or distribute any
advertising or promotional material regarding the availability of the Source
Services through the Reuters Service without the prior written consent of the
other, which consent shall not be unreasonably withheld. Materials being sent to
the other party for approval pursuant to this subsection (a) shall be directed
to the person(s) designated in Exhibit F hereto.
(b) SUBSCRIBER LIST. To facilitate Source's promotional efforts,
Reuters shall provide to Source the following information and reports: (i) upon
written request of Source, such requests not to exceed twice annually the list
of Reuters Subscribers located in the United States and the list of those
persons and entities located in the United States who became the new Reuters
Subscribers during such semi-annual period; (ii) upon request of Source,
information Reuters has with regard to renewal dates for subscriptions to the
Source Services and (iii) on a monthly basis, access reports which shall, among
other things, set forth those persons taking the Source Services on a trial
basis. Reuters represents and warrants to the best of its knowledge that all
reports shall be accurate and complete and correctly reflect the number of
subscriptions and those having access to the Source Services.
(c) AUTHORIZED DISTRIBUTORS. Source acknowledges that Reuters
utilizes authorized distributors, which may or may not be affiliated with
Reuters, to distribute the Reuters Services ("Authorized Distributors"). Source
agrees to allow the Source Services to be distributed by the Authorized
Distributors subject to the terms and conditions hereof (except where prohibited
by law or limited by local business practices), and Reuters agrees to use
commercially reasonable efforts to persuade the Authorized Distributors to
distribute the Source Services. As between Reuters and Source, Reuters shall be
solely responsible for all acts of the Authorized Distributors.
(d) DEMONSTRATION PERIODS; TRADE SHOWS. Reuters agrees to promote and
market the Source Services, subject to the terms contained in the last sentence
of Section 1(a)(i), by making one or more of the Source Services available free
of charge to Reuters Subscribers for up to thirty (30) days upon the request of
Source or Reuters. Reuters shall provide to Source written confirmation weekly
with delivery of Source Services to Reuters Subscribers on a trial basis; said
confirmations to be provided on a weekly basis for U.S. subscribers and no less
often than monthly for
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non-U.S. Subscribers. The preceding provision shall not be deemed to increase
Reuters' obligations to market and promote subscriptions to the Source Services
set forth in subsection (a) of this Section 3. In addition, Reuters agrees to
provide one terminal at no cost to Source for trade show exhibits in which both
Reuters and Source participates, such exhibits will not exceed twelve (12) per
calendar year. Source will provide Reuters sixty (60) days prior written notice
of the date of said trade shows. Source acknowledges it will be responsible for
all costs other than the supply of the Reuters terminal.
4. FEES; SERVICE AGREEMENT.
(a) BILLING; FEES. Source shall bill Source Subscribers in the United
States on a regular basis for subscriptions to the Source Services. Reuters
shall bill Source Subscribers outside the United States, in accordance with
Reuters' usual billing practices. Fees for subscriptions to the Source Services
shall be determined by Source in its respective geographic regions in its sole
discretion. 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 Reuters no less than one hundred twenty (120) days' prior
written notice of any such change. Reuters covenants that it will inform all
Source Subscribers in jurisdictions for which Reuters bills for Source Services
of the new fees and shall implement the new fee schedule at the times provided
for herein. Source agrees that it will not charge Source Subscribers any more
money for their subscriptions to the Source Services than it or any other
distributor or vendor will charge any subscribers to the Source Services or
services substantially similar thereto that receive such services by means other
than through Reuters. The parties agree that Source may require Reuters 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 taxing laws and regulations.
(b) REUTERS SERVICE AGREEMENTS. In those jurisdictions where Reuters
is billing Source subscribers for their use of the Source Services, Reuters
shall provide the applicable Reuters Principal Agreement and/or Optional Data
Addendum, or the local equivalent (collectively, the "Reuters Agreement") to
each subscriber to the Source Services and shall not grant any subscriber access
to any Source Service (except on a trial basis) until it has obtained an
executed copy of the applicable Reuters Agreement from such subscriber. Reuters
agrees that it will not consent to a request by a Source Subscriber who seeks to
store, modify, reproduce in any form, redesseminate, recirculate or republish in
any form the Source Services without the prior written consent of Source, which
consent shall be at Source's sole discretion.
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Confidential Materials omitted and filed separately with the Securities and
Exchange Commission. Asterisks denote omissions.
Copies of the representative Reuters Agreements currently being used are
attached as Exhibit G. Reuters shall provide Source with a copy of material
amendments to the Optional Data Addendum within ninety (90) days after such
amendments are implemented and agrees to advise Source of any material
amendments to the Reuters Principal Agreement which adversely affect Source
within ninety (90) days after such amendments are implemented. Source shall not
make any statement regarding any Reuters Service that is contradictory or
inconsistent with the then-current version of the applicable Reuters Agreement.
Reuters agrees to allow Source's marketing representatives to use and present to
potential and existing subscribers the Reuters Optional Data Addendum or the
local equivalent and to require Reuters' marketing and sales representatives and
those of its Authorized Distributors to coordinate all marketing and sales
efforts with Source's marketing representatives and cooperate with Source's
marketing representatives in presenting to potential and existing subscribers
the Source Services. Source acknowledges that Reuters global subscribers may
cancel Reuters services at any time on ninety (90) days notice and accepts that
such cancellations may include Source Services.
(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 Agreement. A copy of
the written Service Agreement that Source initially will use in jurisdictions
where it will bill Source Subscribers for their use of the Source Services and a
copy of Source's price lists currently in effect are attached as Exhibit H.
5. FEES/PAYMENT
(a) REUTERS FEE. **************************************************
*******************************************************************************
*******************************************************************************
(b) PAYMENT. Within sixty (60) days after the end of each calendar
quarter for the term of this Agreement, Reuters shall deliver to Source a report
which report Reuters represents and warrants to the best of its knowledge will
show all of the subscription receipts for such quarter, and the amounts due
Source, together with a check payable to Source for the amount of said
subscription receipts. All payments shall be made in U.S. Dollars. Reuters will
calculate the amount due by taking the local currency units billed and convert
to U.S. dollars, the result of which will equal the Reuters "book rate" for that
month. The book rate is determined from the World Value of the Pound table as
published in the Financial Times on (usually) the first Tuesday of each month.
These figures are rounded up or down to two decimal points.
(c) ADJUSTMENTS. Source acknowledges that Reuters may make initial
calculations and payments of amounts due to Source based on amounts billed to
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Source Subscribers in respect of Source Services, and accordingly there may be
post payment adjustments to amounts remitted by Reuters to Source pursuant to
subsection 5(b) hereof to reflect (i) amounts Reuters billed in error for
credits Reuters gave in the ordinary course of business to Source Subscribers,
and (ii) amounts Reuters was unable to collect from Source Subscribers.
(d) RECORDS. Reuters 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. Source
shall, at its expense, have the right upon at least thirty (30) days' prior
written notice to inspect the Records of Reuters during normal business hours no
more frequently than twice per year. All information gained by Source 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.
6. COPYRIGHT. Source represents and warrants to Reuters that Source or
contributors to the Source Services to the best of its and their knowledge own
the Source Services and the copyrights thereto, and that Source has the right to
authorize Reuters to distribute the Source Services under this Agreement.
Reuters 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
contributors to the ownership of the Source Services and the measures requested
by Source to make the copyright claim of Source or its contributors known to
Source Subscribers and to assist 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 Reuters 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 reasonable best 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 for their termination.
8. INDEMNIFICATION.
(a) BY SOURCE. In the event any claim is brought by third party
against Reuters that relates to, arises out of or is based upon Source Services
or the failure of Source to comply with any law, rule or regulation, Reuters
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
Reuters against any judgment, liability, loss, cost or damage (including
litigation costs and reasonable attorneys'
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fees) arising from or related to such claim whether or not such claim is
successful. Reuters 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 REUTERS. 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
or other event caused by Reuters or its Authorized Distributors in transmitting
the Source Services, Source shall promptly notify Reuters, and Reuters shall
defend such claim at Reuters' control. Reuters shall indemnify and hold harmless
Source 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. 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 Reuters shall not be required to pay any
settlement amount that it has not approved in advance.
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 in accordance with its terms and conditions.
(ii) That the parties will comply with all codes, regulations and
laws applicable to the provision of direct feed lines 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.
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.
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(b) All such proprietary or confidential information of Reuters or
Source shall be kept secret by the Source or Reuters, as the case may be, to the
degree it keeps secret its own confidential or proprietary information. Such
information belonging to either party shall no 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.
(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
ninety-one (91) days subsequent to notice given by Source to Telerate Systems
Incorporated ("Telerate") pursuant to that certain agreement dated as of January
1, 1992, between Source and Telerate (the "Telerate Agreement") (the
"Commencement Date") and shall terminate at the end of the third year (the
"Initial Term"). Notwithstanding the foregoing, Source may terminate this
Agreement prior to its Commencement Date in the event Source, in its sole
discretion, retracts its notice to Telerate under the Telerate Agreement. Source
agrees any such termination prior to the Commencement Date shall apply to other
network vendors (other than Telerate and Quotron) Source has entered into
agreements prior to the Commencement Date for the distribution of Source
Services. The term of this Agreement shall automatically be extended for one or
more periods of three years (a "Renewal Term"), 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, 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 including, but not
limited to, any breach of a representation or warranty, and such default shall
not have been cured within thirty (30) days after written notice thereof 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 even this Agreement and any other rights granted hereunder shall terminate
on the date specified in such further notice.
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(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 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.
(d) PRINCIPAL DEPARTURE. Source agrees Reuters shall have the option,
to terminate this Agreement during the Initial Term hereof in the event Lindley
B. Richert is no longer employed by Source or Source's affiliates and such
departure directly results in a "substantial decline in the quality and market
acceptance" of the Source Services or any New Source Service. Said option to
terminate shall be exercisable at the end of one hundred and twenty (120) days
after the date of delivery of notice to Reuters that Lindley B. Richert is no
longer employed by Source or Source's affiliates. For purposes of this
provision, the parties agree that a "substantial decline in the quality and
market acceptance" of Source Services or any New Source Service shall be deemed
to have occurred, if and only if, gross revenues from all Source Services and
any New Source Service distributed pursuant to this Agreement decline within
said one hundred and twenty day period by more than twenty-five (25%) percent.
In the event Reuters exercises its option to terminate the Agreement pursuant to
this provision, then the Agreement shall terminate ninety (90) days from the
date notice is given in accordance with Section 13(a) hereof.
12. DISTRIBUTOR PARITY. Source agrees to provide the Source Services and
New Source Services on at least as favorable terms as those provided in
agreements between Source and, where applicable, any other third party network
vendor who competes directly with Reuters, with the exception of any agreements
existing prior to June 1, 1993. Source further agrees to use its best efforts to
provide the Source Services and New Source Services in a manner which is equal
to or better than said services as provided to any third party network vendor
who competes directly with Reuters world-wide, specifically with respect to
content, editorial impartiality and timeliness of updating of said services.
13. MISCELLANEOUS.
(a) NOTICES. All notices hereunder 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 officially recorded as delivered.
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(i) If to Reuters, to:
Reuters Limited
85 Fleet Street
London EC4P 4AJ
Attention: General Counsel
(ii) If to Source, to:
McCarthy, Crisanti & Maffei, Inc.
71 Broadway
New York, NY 10006
Attention: President
with a copy to:
The Van Kampen Merritt Companies, Inc.
One Parkview Plaza
Oakbrook Terrace, IL 60181
Attention: General Counsel
(b) AMENDMENT; ASSIGNMENT. This Agreement may not be amended except
by written instrument executed by Source and Reuters. 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.
(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 Section 8, 9, 10 and 11.
(d) CONSEQUENTIAL DAMAGES. Except pursuant to Section 8, neither
party shall be liable for any consequential, indirect, incidental or special
damages, even if advised of the possibility of such damages.
(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 Reuters 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
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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.
(g) "AFFILIATE" DEFINED. For purposes of this Agreement, the term
"affiliate" and its derivatives shall mean, with respect to 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.
(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 1st day of July, 1993, to be effective as set forth in
Section 11(a) hereof.
MCCARTHY, CRISANTI & MAFFEI, REUTERS LIMITED
INC.
By: /s/ Lindley B. Richert By: /s/ Stephen C. Meadows
--------------------------------- --------------------------------
Name: LINDLEY B. RICHERT Name: STEPHEN C. MEADOWS
Title: PRESIDENT Title: International Marketing
Manager, Specialist Data
Services
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Exhibit A
Name Source Services
- ---- ---------------
Description
-----------
CorporateWatch- Principally provides rapid and comprehensive
information on corporate securities, private
placements, equities and mortgage and derivative
product new issues.
CurrencyWatch- 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.
MoneyWatch- 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.
YieldWatch- 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.
- - Denotes a registered trademark of McCarthy, Crisanti & Maffei, Inc.
14
Exhibit B
The following subscribers should be RESTRICTED from access to the
Source Services pursuant to Section 1(a)(i) of the Agreement:
Munifacts/American Banker Thomson Financial Networks
Trepp & Company Alert/OASYS
Money Market Services AutEx
Ried, Thunberg CDA Investment Technologies
Elliot Wave International CORIS
Data Resources Inc. FIRST CALL
Wrightson & Co. Forex Watch
Evans Economics Forex Chartist
Froehlich Technical System
Griggs & Santow Investext
Dunn & Bradstreet Securities Data Co.
Predex Wunsch Auction Systems
Cates Asset Backed Securities Group
Bank Valuation Securities Information Center
Chronometrics
Capital Techniques Technical Data (All Services)
Telerate Corporate Market Service Valornform
Eurobond Service I.F.R. JapanWatch
I.F.R. Vigil
R.A. Froehlich I.F.R. CorporateEye
Business Week I.F.R. LanAm
Market Data Corporation I.F.R. Int'l. Financing Review
Market News Service Atlas
Vigil BondData
Muller Data MoneyData
Pensions & Investment Age ILX
Money Line Corporation Bond World
Standard & Poor's Moody's
Dow Jones News Service McGraw Hill
Duff & Phelps FX 24
Olson Group Gannett
Investment Dealers Digest Fitch
(I.D.D. Information Services) Sheshunoff
Securities Data Corp. Capital Management
15
RS Investments Prechter's Elliot Wave International
MRL Publishing Johnson Smick International
Capital Management IPO Financial
MBSIS Commscan
J.J. Kenny & Company AMG Data Services
MortgageData MortgageData
Bloomberg IDEA
Knight Ridder Dalcomp Inc.
O'Connor, Paul & Phillips Maria Ramirez Capital Consultants
Telekurs SDC Publishing
Stone, McCarthy Institutional Investor Euromoneys
Indepth Data
In addition to the above list, only Authorized Distributors should be allowed
access when exhibiting at conferences.
16
Exhibit C
REUTERS EQUIPMENT AND SERVICES
I. Pursuant to the terms and conditions of Section 2(a)(i) of the
Agreement, the equipment to be provided by Reuters to Source at
Source's various locations set forth below (and such other Source
locations as from time to time agreed to by Source and Reuters) shall
include the following:
New York -
- 1 Selectfeed and associated communications, solely for the
purpose of Source development.
- 1 primary electronic means of delivering Source's information
to Reuters in a timely and reliable manner to include but not
limited to two IDN Links with the necessary equipment and
leased lines with dial back-up at Source primary site as well
as at disaster recovery site to be designated by Source.
- 2 Reuters Terminals and associated communications, with
editing capabilities, to be used as back-up for the primary
contribution mechanism.
- 3 Slave display devices.
London -
- 1 Reuters Terminal and associated Communications, with editing
capabilities, to be used as back-up for the primary
contribution mechanism.
- 1 Slave display device.
Tokyo -
- 1 Reuters Terminal and associated Communications, with editing
capabilities, to be used as back-up for the primary
contribution mechanism.
- 1 Slave display device.
Singapore -
- 1 Reuters Terminal and associated Communications, with editing
capabilities, to be used as back-up for the primary
contribution mechanism.
- 1 Slave display device.
Paris -
- 1 Reuters Terminal and associated Communications, with editing
capabilities, to be used as back-up for the primary
contribution mechanism.
- 1 Slave display device.
17
II. Reuters agrees to determine by no later than August 1, 1993, whether it
can supply bandwidth on the Reuters network for the purpose of linking
each of Source's overseas offices to the New York Central Contributing
facility. Source agrees to pay Reuters reasonable costs to supply such
bandwidth.
18
Exhibit D
DIRECT FEED AGREEMENT
19
DIRECT FEED DELIVERY AGREEMENT
THIS AGREEMENT, dated as of , 1993 between REUTERS LIMITED, a
corporation organized under U.K. law, with offices at 85 Fleet Street, London,
EC 4AJ ("Reuters") and MCCARTHY, CRISANTI & MAFFEI, INC., a New York Corporation
with offices at 71 Broadway, New York, New York, 10006 ("Source").
WHEREAS, Source publishes the services listed and described in Exhibit A to this
Agreement (the "Source Services"); and
WHEREAS, Reuters and Source have entered into an Optional Service Delivery
Agreement dated as of the date hereof; and
WHEREAS, Source desires to make all of the Source Services available to select
subscribers to the Source Services ("Source Subscribers") via direct feed line;
and
WHEREAS, Reuters is willing to provide Source Subscribers with a direct feed
line to deliver the Source Services directly to certain Source Subscribers.
NOW THEREFORE, the parties in consideration of the premises and mutual covenants
contained herein agree as follows:
1. PROVISION OF DIRECT FEED LINE.
(i) NON-REUTERS CUSTOMERS. Upon prior written notice to Reuters,
Reuters agrees to provide to Source Subscribers, who are not
then-current customers of Reuters, a direct feed line for the
direct delivery of Source Services to Source Subscribers.
Reuters shall enter into a separate agreement with Source
Subscriber for the provision of the direct feed line. A copy
of Reuters Principal Service Agreement is attached as Exhibit
B. Reuters agrees that a Source Subscriber obtaining a direct
feed line pursuant to this subsection, shall incur Reuters'
customary installation and monthly communication charges.
(ii) REUTERS SUBSCRIBERS. Reuters agrees to consider requests made
by Source, on a case by case basis, to provide to Source
Subscribers who are then-current customers of Reuters, a
direct feed line for the purpose of providing access to Source
in order to enable direct delivery of Source Services to
Source Subscribers.
2. INSTALLATION. Reuters agrees that within thirty (30) days of receipt by
it of notice from Source, that it will initiate the order process for the
installation by third parties of a direct feed line to those Source Subscribers
as set forth in Section 1 hereof. Reuters further agrees to provide to Source
information relating to the systems configuration of each Source Subscriber for
whom Reuters provides a direct
20
feed line pursuant to this Agreement. The direct feed line will be capable of
carrying all of the Source Services including any New Source Services. Reuters
acknowledges and agrees that the direct feed lines provided to Source
Subscribers meet the technical requirements as set forth in Reuters' published
documentation for installation and maintenance of its direct feed lines as well
as convey the Source Services in a manner and with a functionality at a level as
is generally made available to its own customers. Reuters shall maintain,
support and repair the direct feed lines provided pursuant to this Agreement in
a timely and competent manner and at a level that meets Reuters' support,
maintenance and repair services to its customers generally.
3. BILLING. Reuters shall bill Source Subscriber directly for customary
installation and communication line charges including, but not limited to, all
applicable taxes for the direct feed line. Source acknowledges that in the event
that a direct feed line is provided to a then-existing Reuters customer or, in
the further event that a direct feed line is provided to a non-Reuters customer
who subsequently subscribes to additional Reuters services, that the Reuters
communication charges may change. Reuters shall be responsible for payment of
all taxes. In addition, Source shall bill Source Subscribers for fees relating
to the Source Services in the United States, and Reuters shall bill Source
Subscribers outside the United States, in accordance with Reuters' usual billing
practices.
4. INDEMNIFICATION.
(a) BY SOURCE. In the vent any claim is brought by third party
against Reuters that relates to, arises out of or is based upon the Source
Services or the failure of Source to comply with any law, rule or regulation,
Reuters 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 Reuters 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. Reuters 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 REUTERS. 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 Reuters or its Authorized Distributors in
installing, supporting, maintaining or repairing the direct line feed or in
transmitting the Source Services, Source shall promptly notify Reuters, and
Reuters shall defend such claim at Reuters' expense and under Reuters' control.
Reuters shall indemnify and hold harmless Source 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. Source shall have the right, at its expense, to participate
in the defense of such claim through counsel of its own
21
choosing; provided, however, that Reuters shall not be required to pay any
settlement amount that it has not approved in advance.
5. TERM; TERMINATION;
(a) TERM. The initial term of this Agreement shall commence
ninety-one (91) days subsequent to notice given by Source to Telerate Systems
Incorporated ("Telerate") pursuant to that certain agreement dated as of January
1, 1992, between Source and Telerate (the "Telerate Agreement") (the
"Commencement Date") and shall terminate at the end of the third year (the
"Initial Term"). Notwithstanding the foregoing, Source may terminate this
Agreement prior to its Commencement Date in the event Source, in its sole
discretion, retracts its notice to Telerate under the Telerate Agreement. The
term of this Agreement shall automatically be extended for one or more periods
of three years (a "Renewal Term"), 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 including, but not
limited to, any breach of a representation or warranty, and such default shall
not have been cured within thirty (30) days after written notice thereof 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.
(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 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.
(d) EFFECT OF TERMINATION. In the event of a termination of this
Agreement for any reason, Reuters shall continue to support, maintain and repair
direct feed lines installed for Source Subscribers before the effective date of
any such termination provided that such Source Subscriber continues to pay
Reuters the agreed upon communications line change.
6. INCORPORATION BY REFERENCE. The parties hereto agree that the
following sections of the Optional Service Delivery Agreement, a copy of which
is attached hereto and made part hereof as Exhibit C are incorporated by
reference: 4(b) (second
22
sentence only), 5, 9, 10, 13(a), (b), (d) (the reference in Section 13(d) to
Section 8 is hereby changed to Section 4), (e), (f), (g), (h), (i), (j) and (k).
7. SURVIVAL. All covenants, obligations, representations, warranties,
indemnities and agreements contained in this Agreement shall survive the
execution and delivery of the Agreement and of any and all documents or
instruments delivered in connection herewith. Neither Source nor Reuters has
made any representation or warranty to the other in connection with the
transaction contemplated herein except as contained in this Agreement and any
other instrument, agreement or writing provided for or contemplated by this
Agreement.
8. DEFINITIONS. Terms not otherwise defined herein shall have the
meanings ascribed to them in the Optional Service Delivery Agreement.
IN WITNESS WHEREOF, the undersigned parties have duly executed this
Agreement as of the day of , 1993, to be effective as set forth in
Section 5 hereof.
MCCARTHY, CRISANTI & MAFFEI, REUTERS LIMITED
INC.
By:__________________________________ By:__________________________________
Name: LINDLEY B. RICHERT Name:________________________________
Title: PRESIDENT Title:_______________________________
23
Exhibit E
SOURCE DISCLAIMER
MCM
71 BROADWAY, 11TH FLOOR
NEW YORK, NEW YORK 10006
COPYRIGHT 1993, MCCARTHY, CRISANTI & MAFFEI, INC. ("MCM"). ALL RIGHTS RESERVED.
MCM OBTAINS INFORMATION FOR ITS ANALYSES FROM SOURCES WHICH IT CONSIDERS
RELIABLE, BUT DOES NOT GUARANTEE THE ACCURACY OR COMPLETENESS OF ITS ANALYSES OR
ANY INFORMATION CONTAINED THEREIN. MCM AND ITS AFFILIATES MAKE NO REPRESENTATION
OR WARRANTY, EITHER EXPRESSED OR IMPLIED, WITH RESPECT TO THE INFORMATION OR
ANALYSES SUPPLIED TO CLIENT, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES
OF FITNESS FOR A PARTICULAR PURPOSE AND MERCHANTABILITY, AND EACH SPECIFICALLY
DISCLAIMS ANY SUCH WARRANTY. IN NO EVENT SHALL MCM OR ITS AFFILIATES BE LIABLE
TO CLIENT FOR ANY DECISION MADE OR ACTION TAKEN BY CLIENT IN RELIANCE UPON THE
INFORMATION OR ANALYSES CONTAINED HEREIN, FOR DELAYS OR INTERRUPTIONS IN
DELIVERY FOR ANY REASON, OR FOR LOSS OF BUSINESS REVENUES, LOST PROFITS, OR ANY
INDIRECT, CONSEQUENTIAL, SPECIAL OR INCIDENTAL DAMAGES, WHETHER IN CONTRACT,
TORT OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS
MATERIAL IS INTENDED SOLELY FOR THE PRIVATE USE OF MCM'S CLIENTS, AND ANY
UNAUTHORIZED USE, DUPLICATION OR DISCLOSURE IS PROHIBITED. THIS MATERIAL IS NOT
A COMPREHENSIVE EVALUATION OF THE INDUSTRY, THE COMPANIES OR THE SECURITIES
MENTIONED, AND DOES NOT CONSTITUTE AN OFFER OR A SOLICITATION OF AN OFFER OR A
RECOMMENDATION TO BUY OR SELL SECURITIES. ALL EXPRESSIONS OF OPINION ARE SUBJECT
TO CHANGE WITHOUT NOTICE. NAIC DESIGNATIONS ARE NOT CREDIT RATINGS. REUTERS HAS
NOT CONTRIBUTED ANY INFORMATION TO THESE PAGES.
24
Exhibit F
CONTACTS FOR APPROVAL OF PROMOTIONAL MATERIALS
For Reuters: Kathy Colloton
Reuters America Inc.
1700 Broadway - 2nd Floor
New York, NY 10019
Telephone: 212-603-3738
Facsimile: 212-603-3810
For Source: Mr. Jay Miller
McCarthy, Crisanti & Maffei, Inc.
71 Broadway
New York, NY 10006
Telephone: 212-509-5800
Facsimile: 212-509-7389
Either party may change its designated "contact" person by giving written notice
to the other.
25
Exhibit G
REUTERS PRINCIPAL SERVICE AGREEMENTS AND OPTIONAL DATA ADDENDUM
See Attached
26
[UNABLE TO READ ATTACHMENT]
27
Exhibit H
SOURCE'S SERVICE AGREEMENT AND WORLDWIDE PRICE LISTS
See Attached
28
McCarthy, Crisanti & Maffei, Inc. ("MCM")
Subscription for Electronic Information and Research Services
This Subscription Agreement (the "Agreement") made this day of
, 19 , (the "Effective Date") by and between McCarthy, Crisanti &
Maffei, Inc. (hereinafter "MCM"), a New York corporation having offices at 71
Broadway, New York, New York, 10006 and , a
(hereinafter "Customer").
1. Services
Customer subscribes to, and MCM agrees to provide, the services set out
on the attached Supplement(s), Number(s) each, a "Service" (and
collectively, "Services") upon the terms and conditions set out below.
2. Term of Subscription; Fee
The initial subscription term for each Service shall be as set forth on
Supplement (the "Initial Term") attached hereto and made part hereof. For the
Services provided by MCM, Customer agrees to pay MCM the subscription fees
indicated on the relevant Supplement. Fees charged upon the renewal of any
subscription shall be those set forth on MCM's then current price lists. All
subscription fees shall b paid [monthly] [quarterly] in advance on the
commencement of the subscription term and thereafter on the first calendar
[month] [quarter]. Customer shall also pay in addition to any subscription fee,
any tax, however characterized, arising out of this subscription other than
taxes based on the net income of MCM.
3. Renewal
The subscription term for each Service shall be automatically renewed
for a term equal in length to the Initial Term unless either party give the
other not less than sixty (60) days written notice of its intention not to renew
a particular Service prior to the end of the initial or any renewal of that
Service. Further, any renewal term shall be governed by the terms and conditions
of this Agreement, except for price, which shall be determined from MCM's then
current price list.
4. Use of Information
Services are for the sole use of Customer. Customer will not, without
MCM's prior written consent, cause or permit the Services or any information
including, without limitation reports, analyses, data, ratings, documentation
made known, sent or otherwise transmitted by MCM under this Agreement or any
Service in whole or in part to be stored, modified, duplicated, reproduced or
retransmitted in any form either to third parties or to affiliated companies or
branch offices of the Customer except as otherwise permitted herein. If Customer
makes use of any information for
29
which MCM has given its prior written approval, Customer shall credit MCM as the
source of such information. Customer acknowledges that all such materials are
and shall remain, the sole property of MCM, and that MCM is the sole owner of
all copyright and other commercial property rights therein. Customer agrees not
to create any derivative works (including data bases) based on the Service(s) or
the information contained therein. Customer will not use or permit the use of
the information contained in the Service for any illegal purpose. MCM reserves
to itself complete editorial freedom in the form and content of the Service(s)
and may alter the same from time to time.
5. Termination
(a) In addition to any other remedy available at law or in equity,
MCM may terminate this Agreement immediately, in whole or in part, without
further obligation to Customer in the event of:
(i) any breach by the Customer of Paragraph 4 or a breach of the
Customer's obligation to pay the subscription fee as specified
in this Agreement and Supplement(s) hereto;
(ii) any other breach of this Agreement by the Customer which
cannot be remedied or is not remedied within thirty (30) days
of the Customer being requested to do so;
(iii) any merger, consolidation, acquisition, or the sale, lease or
other transfer of all or substantially all of the assets or
shares of stock of the Customer, or any other change in the
control or ownership of the Customer;
(iv) the Customer's making an assignment for the benefit of its
creditors or filing a voluntary petition under any bankruptcy
or insolvency law, under the reorganization or arrangement
provisions of the United States Bankruptcy Code, or under the
provisions of any law of like import;
(v) the filing of an involuntary petition against the Customer
under any bankruptcy or insolvency law, under the
reorganization or arrangement provisions of the United States
Bankruptcy Code, or under any law of like import; or
(vi) the appointment of a trustee or receiver for the Customer or
its property.
(b) Where the operation or delivery of the Service(s) or any part
thereof is dependent upon an agreement between MCM and a third party and such
agreement has expired or is terminated or suspended in whole or in part for any
reason, and MCM is unable to enter into another equivalent agreement upon
reasonable terms. MCM may immediately terminate this Agreement or the relevant
part thereof, and
30
upon termination MCM's only obligation to the Customer will be to refund the
proportionate part of the subscription fee already paid for the portion of the
Service(s) not received by virtue of said termination.
(c) Without limitation of any other remedy at law or in equity,
the Customer and MCM hereby agree that upon the Customer's (i) breach of this
Agreement, or (ii) terminating this Agreement (except as permitted hereunder),
MCM will be entitled to recover from the Customer all subscription fees due and
payable at the time of termination.
(d) Customer agrees, in the event of a breach by it of any of its
obligations under this Agreement, MCM may seek temporary or permanent injunctive
relief, without the necessity of proving actual damages or the posting of a
bond, as well as other equitable relief.
6. Disclaimer of Warranties and Liability
(a) MCM AND ITS AFFILIATES MAKE NO REPRESENTATION OR WARRANTY,
EITHER EXPRESS OR IMPLIED, WITH RESPECT TO THE SERVICES,
INCLUDING, WITHOUT LIMITATION THE IMPLIED WARRANTIES OF
FITNESS FOR A PARTICULAR PURPOSE AND MERCHANTABILITY, AND EACH
SPECIFICALLY DISCLAIMS ANY SUCH WARRANTY. MCM AND ITS
AFFILIATES EACH SPECIFICALLY DISCLAIM ANY KNOWLEDGE OF ANY
PURPOSE FOR WHICH THE SERVICES SHALL BE SUED BY CUSTOMER.
MATERIAL SUPPLIED BY MCM IN THE SERVICES CONSTITUTES OPINION
AND NOT FACT. Such material supplied in the Services is based
upon information obtained by MCM from a number of sources and
MCM may be unable to verify the accuracy of that information.
Accordingly, neither MCM nor its affiliates shall be liable to
customer for: (1) Any faults in the delivery, transmission or
content of the Services, or for contingencies beyond their
control, in producing, supplying, or compiling,
transpositioning or delivering the Services; (2) Any errors,
omissions or inaccuracies in the information or analyses
contained in the Services or delays or interruptions in
delivery of a Service for any reason; (3) Any decision made or
action taken by Customer in reliance upon the information or
analyses contained in the Services; (4) Loss of business
revenues, lost profits or any indirect, consequential, special
or incidental damages arising from any subscription, including
any claims related to the timeliness off deliveries of the
Services or the quality or accuracy of information upon which
a Service is based, whether in contract, tort or otherwise,
even if advised of the possibility of such damages; (5) Any
claim that arose more than one (1) year prior to the
institution of suit therefor; or (6) Any claim arising from
causes beyond MCM's reasonable control including, but not
limited to, Customers selection and use of its own computer
hardware
31
system. CUSTOMER AGREES THAT MCM'S MAXIMUM LIABILITY FOR ANY
AND ALL CAUSES SHALL NOT EXCEED, IN THE AGGREGATE, THE AMOUNT
PAID BY CUSTOMER FOR THE SERVICES DURING THE FIRST INITIAL
TERM OF THIS AGREEMENT TO EXPIRE.
(b) Customer will indemnify and hold MCM and its affiliates and
its and their employees, agents, contractors and
subcontractors harmless from and against any loss, cost or
damage (including reasonable attorneys fees) in connection
with any claim or action which may be brought by any third
party, arising out of:
(i) any faults, interruptions or delays in the delivery of the
Services to Customer or in the placing of inhibits (if
applicable), or for any inaccuracies, errors or omissions in
the information contained in the Services as supplied or
contributed by the Customer, however such faults,
interruptions, delays, inaccuracies, errors or omissions
arise;
(ii) the furnishing, performance, maintenance, or use of, or
inability to use the Service and any other materials furnished
to Customer by or on behalf of MCM notwithstanding that MCM
has been advised of the possibility that such loss, or damage
may or will arise.
7. Assignments
Neither party shall assign this Agreement without the prior written
consent of the other.
8. Securities Laws
Notwithstanding any other provision of this Agreement, nothing in this
Agreement shall be deemed to limit any responsibility or liability MCM may have
under applicable securities laws.
9. Force Majeure
Neither MCM nor Customer shall be responsible for delays or failures in
performance resulting from acts beyond the control of such party. Such acts
shall include but not be limited to acts of God, strikes, lockouts, riots, acts
of war, epidemics, governmental regulations superimposed after the fact, fire,
communication line failures, power failures, earthquakes, or other disasters.
10. Disclosure
Pursuant to the provisions of the Investment Advisers Act of 1940, MCM
offers to supply Customer with Part II of the Form ADV upon written request of
Customer.
32
11. Severability
In the event that any court having competent jurisdiction shall
determine that one or more of the provisions contained in this Agreement shall
be unenforceable in any respect, then such provision shall be deemed limited and
restricted to the extent that such court shall deem it to be enforceable, and so
limited or restricted shall remain in full force and effect. In the event that
any such provision or provisions shall be deemed wholly unenforceable, the
remaining provisions shall remain in full force and effect.
12. General
(a) This Agreement and any and all Supplement annexed hereto
represent the entire agreement of the parties. There are no
other oral or written collateral representations, agreements
or understandings. In the event that the Customer issues a
purchase order or other instrument related to the Service(s),
it is understood and agreed that such document is for the
Customer's internal purposes only and will in no way
supersede, modify, add to or delete any of the terms and
conditions of this Agreement.
(b) All notices given hereunder will be in writing, delivered
personally or mailed by registered or certified mail, return
receipt requested, postage prepaid to the parties at the
address specified in this Agreement unless either party gives
notice in writing of a change of such address in the manner
provided herein for giving notice. All notices will be deemed
given when delivered personally, or if mailed, five (5) days
after the date of mailing.
(c) This Agreement will be deemed to have been executed and
delivered in the State of New York and it will be governed by
and construed in accordance with the laws of New York. The
parties hereby consent to the jurisdiction of the courts of
the State of New York for the purpose of any action or
proceeding brought by either of them on or in connection with
this Agreement or any alleged breach thereof.
(d) This Agreement will be binding upon and inure to the benefit
of the parties hereto, their respective heirs, personal
representatives, successors and assigns.
(e) This Agreement may not be amended, modified or superseded, nor
may any of its terms or conditions be waived unless expressly
agreed to in writing by both parties. The failure of either
party at any time or times to require full performance of any
provision hereof will in no manner affect the right of such
party at a later time to enforce the same.
33
(f) The section headings of the several clauses and paragraphs of
this Agreement are inserted for convenience of reference only
and will not affect the meaning or interpretation of this
Agreement.
(g) The Customer hereby waives personal service of any and all
process upon the Customer and consents that services of
process may be made by certified or registered mail at the
Customer's address set forth herein.
(h) If the customer is a corporation, the Customer has the
corporate power to enter into this Agreement and to carry out
its obligations hereunder. The persons executing this
Agreement on behalf of the Customer hereby represent and
warrant that they have been duly authorized to execute this
Agreement for and on behalf of the Customer. This Agreement
constitutes the valid and binding obligation of the Customer
and is enforceable in accordance with its terms.
(i) The provisions of Section 4 hereof, and any and all
disclaimers and indemnities contained herein or in any
Supplements annexed hereto will survive the termination of
this Agreement.
IN WITNESS WHEREOF, the parties or their duly authorized representative
have hereunto set their hands of the day and year first above written.
MCCARTHY, CRISANTI & MAFFEI, INC.
By:______________________________________
Title:___________________________________
Date:____________________________________
CUSTOMER:
By:______________________________________
Title:___________________________________
Date:____________________________________
34
Number __________
Term __________
Supplement to
McCarthy, Crisanti & Maffei, Inc.
Subscription for Electronic Information and Research Services
This Supplement between McCarthy, Crisanti & Maffei, Inc. (MCM) and the Customer
(as set forth on the Subscription for Electronic Information and Research
Services) represent those Services subscribed to by the Customer and to be
provided by MCM, subject to the terms and conditions set forth in the
Subscription Agreement.
Dated ____________________
Services Fee [Monthly] [Quarterly]
Total:
Additional Locations/Departments:
MCCARTHY, CRISANTI & MAFFEI, INC.
By:______________________________________
Title:___________________________________
Date:____________________________________
CUSTOMER
By:______________________________________
Title:___________________________________
Date:____________________________________
35
MCM ELECTRONIC INFORMATION SERVICES
AMERICAS REGION PRICING (US $)
STANDARD SCREEN FEES
** CORPORATEWATCH(R) $ 450/montH
CURRENCYWATCH(R) $ 300/montH
MONEYWATCH(R) $ 250/month
YIELDWATCH(R) $ 200/month
- -------------------------------------------------------------------------------
MCM SWITCHING SYSTEM AND
DIGITAL FEED PRICING
* MINIMUM SITE FEES
** CORPORATEWATCH(R) $3000/montH
CURRENCYWATCH(R) $1750/montH
MONEYWATCH(R) $1500/month
YIELDWATCH(R) $1000/month
Discounts may apply when customer uses multiple services.
* Site fees may vary based on system configuration or actual user counts.
** Includes MCM's Private Placement "Market Talk."
(1993)
36
MCM ELECTRONIC INFORMATION SERVICES
PRICING FOR JAPAN (JPY Y)
STANDARD SCREEN FEES
CORPORATEWATCH Y55,000/month
CURRENCYWATCH Y40,000/month
MONEYWATCH Y40,000/month
YIELDWATCH Y40,000/month
- -------------------------------------------------------------------------------
MCM SWITCHING SYSTEM AND
DIGITAL FEED PRICING
* MINIMUM SITE FEES
CORPORATEWATCH Y250,000/month
CURRENCYWATCH Y250,000/month
MONEYWATCH Y250,000/month
YIELDWATCH Y250,000/month
Discounts may apply when customer uses multiple services.
* Site fees may vary based on system configuration or actual user counts.
(1993)
37
MCM ELECTRONIC INFORMATION SERVICES
UNITED KINGDOM PRICING (US $)
STANDARD SCREEN FEES
CORPORATEWATCH $ 375/month
CURRENCYWATCH $ 275/month
MONEYWATCH $ 275/month
YIELDWATCH $ 275/month
- -------------------------------------------------------------------------------
MCM SWITCHING SYSTEM AND
DIGITAL FEED PRICING
* MINIMUM SITE FEES
CORPORATEWATCH $1875/month
CURRENCYWATCH $1500/month
MONEYWATCH $1500/month
YIELDWATCH $1500/month
Discounts may apply when customer uses multiple services.
* Site fees may vary based on system configuration or actual user counts.
(1993)
38
MCM ELECTRONIC INFORMATION SERVICES
ASIA PACIFIC REGION PRICING (EXCLUDING JAPAN) (US $)
STANDARD SCREEN FEES
CORPORATEWATCH $ 325/month
CURRENCYWATCH $ 250/month
MONEYWATCH $ 230/month
YIELDWATCH $ 230/month
- -------------------------------------------------------------------------------
MCM SWITCHING SYSTEM AND
DIGITAL FEED PRICING
* MINIMUM SITE FEES
CORPORATEWATCH $1000/month
CURRENCYWATCH $ 900/month
MONEYWATCH $ 800/month
YIELDWATCH $ 800/month
Discounts may apply when customer uses multiple services.
* Site fees may vary based on system configuration or actual user counts.
(1993)
39
MCM ELECTRONIC INFORMATION SERVICES
PRICING FOR AUSTRALIA (AUD A$)
STANDARD SCREEN FEES
CORPORATEWATCH A$ 425/month
CURRENCYWATCH A$ 300/month
MONEYWATCH A$ 300/month
YIELDWATCH A$ 300/month
- -------------------------------------------------------------------------------
MCM SWITCHING SYSTEM AND
DIGITAL FEED PRICING
* MINIMUM SITE FEES
CORPORATEWATCH A$ 1300/month
CURRENCYWATCH A$ 680/month
MONEYWATCH A$ 780/month
YIELDWATCH A$ 680/month
Discounts may apply when customer uses multiple services.
* Site fees may vary based on system configuration or actual user counts.
(1993)
40
MCM ELECTRONIC INFORMATION SERVICES
CONTINENTAL EUROPE/GULF REGION PRICING (US $)
STANDARD SCREEN FEES
CORPORATEWATCH $ 375/month
CURRENCYWATCH $ 275/month
MONEYWATCH $ 275/month
YIELDWATCH $ 275/month
- -------------------------------------------------------------------------------
MCM SWITCHING SYSTEM AND
DIGITAL FEED PRICING
* MINIMUM SITE FEES
CORPORATEWATCH $1875/month
CURRENCYWATCH $1500/month
MONEYWATCH $1500/month
YIELDWATCH $1500/month
Discounts may apply when customer uses multiple services.
* Site fees may vary based on system configuration or actual user counts.
(1993)
41
MCM ELECTRONIC INFORMATION SERVICES
GERMANY/AUSTRIA (DM)
STANDARD SCREEN FEES
CORPORATEWATCH 450/month
CURRENCYWATCH 450/month
MONEYWATCH 450/month
YIELDWATCH 450/month
- -------------------------------------------------------------------------------
MCM SWITCHING SYSTEM AND
DIGITAL FEED PRICING
* MINIMUM SITE FEES
CORPORATEWATCH 1800/month
CURRENCYWATCH 1800/month
MONEYWATCH 1800/month
YIELDWATCH 1800/month
Discounts may apply when customer uses multiple services.
* Site fees may vary based on system configuration or actual user counts.
(1993)
42
MCM ELECTRONIC INFORMATION SERVICES
SWITZERLAND (SFR)
STANDARD SCREEN FEES
CORPORATEWATCH 500/month
CURRENCYWATCH 500/month
MONEYWATCH 500/month
YIELDWATCH 500/month
- -------------------------------------------------------------------------------
MCM SWITCHING SYSTEM AND
DIGITAL FEED PRICING
* MINIMUM SITE FEES
CORPORATEWATCH 2000/month
CURRENCYWATCH 2000/month
MONEYWATCH 2000/month
YIELDWATCH 2000/month
Discounts may apply when customer uses multiple services.
* Site fees may vary based on system configuration or actual user counts.
(1993)
43
MCM ELECTRONIC INFORMATION SERVICES
DENMARK (DKK)
STANDARD SCREEN FEES
CORPORATEWATCH 2400/month
CURRENCYWATCH 1600/month
MONEYWATCH 1600/month
YIELDWATCH 1600/month
- -------------------------------------------------------------------------------
MCM SWITCHING SYSTEM AND
DIGITAL FEED PRICING
* MINIMUM SITE FEES
CORPORATEWATCH 11900/month
CURRENCYWATCH 9500/month
MONEYWATCH 9500/month
YIELDWATCH 9500/month
Discounts may apply when customer uses multiple services.
* Site fees may vary based on system configuration or actual user counts.
(1993)
44
MCM ELECTRONIC INFORMATION SERVICES
FINLAND (FIM)
STANDARD SCREEN FEES
CORPORATEWATCH 1025/month
CURRENCYWATCH 1025/month
MONEYWATCH 1025/month
YIELDWATCH 1025/month
- -------------------------------------------------------------------------------
MCM SWITCHING SYSTEM AND
DIGITAL FEED PRICING
* MINIMUM SITE FEES
CORPORATEWATCH 6200/month
CURRENCYWATCH 6200/month
MONEYWATCH 6200/month
YIELDWATCH 6200/month
Discounts may apply when customer uses multiple services.
* Site fees may vary based on system configuration or actual user counts.
(1993)
45
MCM ELECTRONIC INFORMATION SERVICES
NORWAY (NOK)
STANDARD SCREEN FEES
CORPORATEWATCH 1600/month
CURRENCYWATCH 1600/month
MONEYWATCH 1600/month
YIELDWATCH 1600/month
- -------------------------------------------------------------------------------
MCM SWITCHING SYSTEM AND
DIGITAL FEED PRICING
* MINIMUM SITE FEES
CORPORATEWATCH 9500/month
CURRENCYWATCH 9500/month
MONEYWATCH 9500/month
YIELDWATCH 9500/month
Discounts may apply when customer uses multiple services.
* Site fees may vary based on system configuration or actual user counts.
(1993)
46
MCM ELECTRONIC INFORMATION SERVICES
SWEDEN (SEK)
STANDARD SCREEN FEES
CORPORATEWATCH 1600/month
CURRENCYWATCH 1600/month
MONEYWATCH 1600/month
YIELDWATCH 1600/month
- -------------------------------------------------------------------------------
MCM SWITCHING SYSTEM AND
DIGITAL FEED PRICING
* MINIMUM SITE FEES
CORPORATEWATCH 9450/month
CURRENCYWATCH 9450/month
MONEYWATCH 9450/month
YIELDWATCH 9450/month
Discounts may apply when customer uses multiple services.
* Site fees may vary based on system configuration or actual user counts.
(1993)
47
MCM ELECTRONIC INFORMATION SERVICES
SPAIN (PTA)
STANDARD SCREEN FEES
CORPORATEWATCH 30,000/month
CURRENCYWATCH 30,000/month
MONEYWATCH 30,000/month
YIELDWATCH 30,000/month
- -------------------------------------------------------------------------------
MCM SWITCHING SYSTEM AND
DIGITAL FEED PRICING
* MINIMUM SITE FEES
CORPORATEWATCH 135,000/month
CURRENCYWATCH 135,000/month
MONEYWATCH 135,000/month
YIELDWATCH 135,000/month
Discounts may apply when customer uses multiple services.
* Site fees may vary based on system configuration or actual user counts.
(1993)
48
MCM ELECTRONIC INFORMATION SERVICES
ITALY (ITL)
STANDARD SCREEN FEES
CORPORATEWATCH 325,000/month
CURRENCYWATCH 325,000/month
MONEYWATCH 325,000/month
YIELDWATCH 325,000/month
- -------------------------------------------------------------------------------
MCM SWITCHING SYSTEM AND
DIGITAL FEED PRICING
* MINIMUM SITE FEES
CORPORATEWATCH 1,500,000/month
CURRENCYWATCH 1,500,000/month
MONEYWATCH 1,500,000/month
YIELDWATCH 1,500,000/month
Discounts may apply when customer uses multiple services.
* Site fees may vary based on system configuration or actual user counts.
(1993)
49
MCM ELECTRONIC INFORMATION SERVICES
FRANCE (FRF)
STANDARD SCREEN FEES
CORPORATEWATCH 2,200/month
CURRENCYWATCH 2,200/month
MONEYWATCH 2,200/month
YIELDWATCH 2,200/month
- -------------------------------------------------------------------------------
MCM SWITCHING SYSTEM AND
DIGITAL FEED PRICING
* MINIMUM SITE FEES
CORPORATEWATCH 8,000/month
CURRENCYWATCH 8,000/month
MONEYWATCH 8,000/month
YIELDWATCH 8,000/month
Discounts may apply when customer uses multiple services.
* Site fees may vary based on system configuration or actual user counts.
(1993)