1
Confidential Materials omitted and filed separately with the Securities
and Exchange Commission. Asterisks denote omissions.
Exhibit 10.25
OPTIONAL SERVICE DELIVERY
AGREEMENT
THIS AGREEMENT, dated as of August 18, 1993 between BLOOMBERG L.P., a
Delaware limited partnership with offices at 499 Park Avenue, New York, New York
10022 ("Bloomberg"), and McCARTHY, CRISANTI & MAFFEI, INC., a New York
corporation with offices at 71 Broadway, New York, New York 10006 ("Source").
WHEREAS, Bloomberg owns and distributes a world-wide electronic
network by means of on-line computer terminals ("THE BLOOMBERG")* consisting of
software, data and equipment for the electronic delivery of financial market
information and analytic services (the "Bloomberg Services"); 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
BLOOMBERG to current and potential subscribers of Bloomberg.
NOW, THEREFORE, the parties, in consideration of the premises and
mutual covenants contained herein, agree as follows:
- ------------------
* BLOOMBERG, THE BLOOMBERG, Bloomberg L.P., and BLOOMBERG FINANCIAL
MARKETS are trademarks, trade names and service marks of
Bloomberg L.P., a Delaware limited partnership.
2
1. Distributor; Non-Exclusivity; New Source Services.
(a) Distributor.
(i) Appointment. Source hereby appoints Bloomberg, and
Bloomberg 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 Bloomberg 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 Source subject to the terms and conditions
hereof, to access all or part of the information and services via THE BLOOMBERG
through which one or more of the Source Services are made available.
Notwithstanding the foregoing, Bloomberg 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 Bloomberg as soon as
possible, but in no event later than thirty (30) days from the giving of notice.
Source agrees it will authorize the release of the Source Services to a
Subscriber via THE BLOOMBERG if it has authorized the release of such services
to such Source Subscriber via another third party vendor.
(ii) No Implied Duties. The parties agree that Bloomberg's
duties as distributor of Source shall be limited to those expressly set forth in
this Agreement. Bloomberg 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 Bloomberg 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 or services substantially
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similar thereto. Source represents that the Source Services
available for distribution via THE BLOOMBERG will include,
at a minimum, all Source Services distributed by Source via
other third party network vendors (with the exception of
the Fintrend service produced by Fintrend S.A.).
(c) New Source Services. Bloomberg grants to Source the option
to distribute any electronically distributed information
service hereafter developed by Source that is not listed in
Exhibit A (a "New Source Service"). If Source elects to
exercise its option under this subsection (c) with respect
to a 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. Notwithstanding the foregoing, Source
agrees to distribute via THE BLOOMBERG any New Source
Service distributed via any other electronic delivery
system.
2. Inputting; Accessibility; Display; Accuracy.
(a) Inputting and Use of Services.
(i) Generally. Source shall input the Source Services into
THE BLOOMBERG by means of a Bloomberg protocol as set forth in Exhibit C.
Bloomberg and Source shall mutually agree on the format of display of the Source
Services. Bloomberg shall provide Source with subscriptions to the "basic"
portion of the Bloomberg Services through the terminals listed in Exhibit C for
no charge which will also be used by Source to authorize the release and
termination of Source Services to Source Subscribers. Source agrees to execute
the standard form of the Bloomberg agreement relating to such terminals, as
modified per the terms and conditions of this Agreement. In addition, Bloomberg,
upon the execution of this
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Agreement, will order and install at each Source US and foreign location
(including, but not by way of limitation, New York, London, Tokyo, Singapore and
Fintrend S.A.'s location in Paris) any and all of the necessary equipment
including, but not by way of limitation, the equipment as set forth on Exhibit C
required by Source to deliver the Source Services pursuant to this Agreement at
no cost to Source. Bloomberg agrees to provide such additional equipment and
upgrades to existing equipment to Source locations from time to time during the
term of this Agreement and any extensions thereof, requested by Source for the
purpose of delivering the Source Services pursuant to this Agreement at no cost
to Source. Source shall be responsible for any costs associated with cabling or
other modifications necessary within its locations. Source may access at no
charge all of the Bloomberg Services generated by Bloomberg and all "optional"
services distributed by Bloomberg, at whatever price is agreed to between Source
and such "optional service" providers, with written approval by the providers of
such optional services. Bloomberg will transmit with Source Services any
copyright notices, legends or disclaimers it receives with such Source Services
from Source.
(ii) Use of Source's Proprietary Services. Notwithstanding
any provision of subsection (i) that may be to the contrary, Bloomberg, 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 Bloomberg
access to any Source Service in circumstances where Bloomberg uses such service
in a way that competes with the sale of such service by Source or any of its
affiliates. Bloomberg shall not use Source Services or information provided
therein with or as part of Bloomberg's own products and services. The rights
specified in this subsection (ii) shall be in addition to, and not in limitation
of, any other remedies the parties may have.
(b) Accessibility of Source Services. Bloomberg will attempt to
make the Source Services available through the various
Bloomberg networks, other than THE BLOOMBERG, whenever
Bloomberg determines it is
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commercially practical to do so. Distribution by Bloomberg
of a Source Service that is first made available through a
network (in addition to THE BLOOMBERG) after the date
hereof pursuant to the terms of this subsection (b) shall
be subject to the terms of this Agreement.
(c) Accuracy of Information. Source shall use commercially
reasonable efforts to (i) insure that the information in
the Source Services is accurate, and (ii) correct
inaccuracies, errors or defects in such information
promptly after discovery. Source shall monitor such
information as it is distributed through THE BLOOMBERG and
promptly correct any inaccuracies, errors or defects
therein.
3. Promotion and Marketing.
(a) Efforts and Materials.
(i) Marketing. Source and Bloomberg shall exercise
commercially reasonable efforts to market and promote subscriptions to the
Source Services to be accessed through THE BLOOMBERG. From time to time during
the term of this Agreement, but no less frequently than once a calendar quarter,
Bloomberg shall profile or otherwise promote the Source Services on THE
BLOOMBERG or in promotional materials.
(ii) Materials. Neither party shall publish or distribute
any advertising or promotional material regarding the availability of the Source
Services through THE BLOOMBERG 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 D hereto.
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(b) Subscriber List. To facilitate Source's promotional
efforts, Bloomberg shall provide to Source access at any
time to the following information VIA THE BLOOMBERG: (i)
the complete list of Bloomberg Subscribers globally; and
(ii) on a weekly basis, all new installations during the
previous week. In addition, Bloomberg will provide Source
quarterly with a physical printout of all customers
authorized for Source Services. Bloomberg represents and
warrants that all reports shall be accurate and complete in
all material respects and correctly reflect the number of
subscriptions and those having access to the Source
Services.
(c) Demonstration Periods; Trade Shows. Bloomberg 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 Bloomberg Subscribers for up to thirty (30) days
upon the request of Source. The preceding provision shall
not be deemed to increase Bloomberg's obligations to market
and promote subscriptions to the Source Services set forth
in subsection (a) of this Section 3. In addition, Bloomberg
agrees to provide terminals at no cost to Source for up to
twelve (12) trade show exhibits annually in which Source
participates; provided, however, that Source shall bear
shipping, installation and communications costs. Source
will provide Bloomberg thirty (30) days' prior notice of
the date of said trade shows.
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. At Source's request, a representative of
Source will be trained to use the Bloomberg terminal to
entitle Source Subscribers to view the Source Services and
Bloomberg shall bill Source Subscribers outside the United
States, on a
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regular basis for subscriptions to all Source Services.
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 Bloomberg
no less than one hundred twenty (120) days' prior written
notice of any such change. Notwithstanding the foregoing,
all new Source Subscribers who become Source Subscribers
within said one hundred twenty (120) day pre-effective
period, shall be charged the new subscription fees.
Bloomberg covenants that it will inform all Source
Subscribers by way of notices on THE BLOOMBERG of the new
fees and shall implement the new fee schedule at the times
provided for herein. Source agrees that it will not charge
a Source Subscriber any more money for its subscription to
the Source Services delivered pursuant to this Agreement
than it will charge said Source Subscriber for the Source
Services received by other third party vendors. The parties
agree that Source may require Bloomberg to terminate
distribution of the Source Services to Source Subscribers
that are severely in arrears in paying their subscription
fees; provided, however, Source agrees to indemnify
Bloomberg from damages sustained solely related to such
termination. 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 all taxing laws and regulations.
(b) Bloomberg Service Agreements. In those jurisdictions where
Bloomberg is billing Source Subscribers for their use of
the Source Services,
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8
Confidential Materials omitted and filed separately with the Securities
and Exchange Commission. Asterisks denote omissions.
Bloomberg shall provide the applicable Bloomberg Service
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 Bloomberg Service Agreement from
such subscriber. Bloomberg agrees that it will not consent
to a request by a Source Subscriber who seeks to store,
modify, reproduce in any form, redisseminate, 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. Copies of representative
Bloomberg Service Agreements currently being used are
attached as Exhibit E. Bloomberg shall provide Source with
a copy of material amendments to said Bloomberg Service
Agreements within ten (10) days after such amendments are
implemented. Source shall not make any statement regarding
any Bloomberg Service that is contradictory or inconsistent
with the then-current version of the applicable Bloomberg
Service Agreement.
(c) Source's Service Agreement. In jurisdictions in which
Source is billing Source Subscribers for their use of the
Source Services, Source may provide the Source Services via
a written or oral Service 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 F.
5. Charges/Fees.
(a) Bloomberg Fee. *******************************************
**********************************************************
*********************************************************.
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(b) Sales Commission and Fee. Bloomberg and its authorized
distributors shall not be entitled to any fee or commission
for subscriptions to a Source Service sold to a Bloomberg
Subscriber by a salesperson working for Bloomberg or an
Authorized Distributor outside the United States unless
Source deems the payment of a fee or commission
appropriate.
(c) Billing. No later than the twentieth of each month,
Bloomberg will present Source with a list of all Source
Subscribers to be billed for that month, and the amount to
be billed. Source will review the list and notify Bloomberg
of any discrepancies within five (5) business days. By the
end of each month, Bloomberg will pay Source the amount
listed on the report. If Source notifies Bloomberg of any
adjustments, Bloomberg will make such adjustments on the
following month's payment. Source understands that
Bloomberg invoices customers every three months in arrears.
Furthermore, Source understands that Bloomberg does not
invoice based on usage. Bloomberg only invoices in monthly
increments.
Bloomberg reserves the right to take a credit on future payments to
Source, if, after Bloomberg has made reasonable efforts to collect payment on
charges for Source Services, Bloomberg has not received payment. Bloomberg may,
at its discretion, credit the subscribers' invoice and deduct the amount of the
invoice from a future payment to Source.
Bloomberg will bear responsibility for charging sales, usage, or
Value Added Tax, whichever is appropriate, and remitting the tax to the
appropriate taxing authorities.
(d) Records. Bloomberg shall maintain complete and accurate
books and records (collectively, the "Records") with
respect to all amounts it billed
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to Source Subscribers in respect of subscriptions to the
Source Services. Source shall have the right upon at least
thirty (30) days' prior written notice to inspect the
Records of Bloomberg 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 Bloomberg that Source or its
licensors to the best of its and their knowledge own the Source Services and the
copyrights thereto, and that Source has the right to authorize Bloomberg to
distribute the Source Services under this Agreement. Bloomberg agrees it is not
acquiring under this Agreement any proprietary interest in the Source Services
and agrees not to challenge the claim of Source or its licensors to the
ownership of the Source Services and the measures requested by Source to make
the copyright claim of Source or its licensors known to Source Subscribers and
to 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 Bloomberg 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.
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8. Indemnification.
(a) By Source. In the event any claim is brought by a third
party against Bloomberg 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, Bloomberg 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 Bloomberg 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. Bloomberg 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 Bloomberg. 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 Bloomberg or its Authorized Distributors in
transmitting the Source Services, Source shall promptly
notify Bloomberg, and Bloomberg shall defend such claim at
Bloomberg's expense and under Bloomberg's control.
Bloomberg 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 Bloomberg shall
not be required to pay any settlement amount that it has
not approved in advance.
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9. Representations and Warranties of the Parties. Each party hereby
represents, covenants and warrants to the other as follows:
(a) 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.
(b) That the parties will comply with all codes, regulations
and laws applicable to the provision of the services under
this Agreement, and has obtained or will obtain all
necessary permits, licenses and other authorizations
necessary for its performance of services under this
Agreement.
10. Confidentiality.
(a) The following materials and information and all copies
thereof of whatever nature are designated as "confidential"
and are the proprietary information and trade secrets of
Bloomberg:
(i) the computer software and database possessed by
Bloomberg and all source documents relating to such computer software and
database; provided, however, Source may use the data and analytics within the
Bloomberg terminal to perform analyses relevant to information included in the
Source Services. Source agrees that wherever Bloomberg proprietary data is
referenced directly that Bloomberg will be sourced accordingly.
(ii) proprietary business information of Bloomberg
(including, without limitation, the names and addresses of Subscribers,
information providers
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and suppliers), and business information that Bloomberg does not generally make
available to the public;
(iii) the methods, means, personnel, equipment and software
by and with which Bloomberg provides THE BLOOMBERG; and
(iv) any other information that Bloomberg reasonably
designates, by notice in writing delivered to Source, as being confidential or a
trade secret.
(b) The following materials and information and all copies
thereof of whatever nature are designated as "confidential"
and are the proprietary information and trade secrets of
Source:
(i) proprietary business information of Source, and
business information that Source does not generally make available to the
public; and
(ii) any other information that Source reasonably
designates, by notice in writing delivered to Bloomberg, as being confidential
or a trade secret.
(c) All such proprietary or confidential information of
Bloomberg or Source shall be kept secret by the Source or
Bloomberg, as the case may be, to the degree it keeps
secret its own confidential or proprietary information.
Such information belonging to either party shall not be
disclosed by the other party to its employees except on a
need-to-know basis or to agents or contractors of such
other party, but may be disclosed by such other party to
state or federal agencies, authorities or courts upon their
order or request provided prompt notice of such order or
request is given by such other party to the party to which
such information belongs, if such notice is legally
permitted. Upon termination of this Agreement, all copies
of such information shall be
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returned to the party to which such information belongs and
no copies thereof shall remain in the possession, custody
or control of such other party.
(d) 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 on
the date first above written and shall terminate at the end
of the fifth year (the "Initial Term"). Notwithstanding the
foregoing, the parties agree that actual delivery of the
Source Services to Source Subscribers shall not commence
until on or after October 1, 1993. The term of this
Agreement shall automatically be extended for one or more
periods of two 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
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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.
Each party agrees, in the event of a breach by it of any of
its obligations under this Agreement, the non-breaching
party 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, and
will be entitled to commence an action for any such relief
in any court of competent jurisdiction.
(c) Insolvency. In the event that either party hereto shall be
adjudged insolvent or bankrupt, or upon the institution of
any proceedings by it seeking relief, reorganization or
arrangement under any laws relating to insolvency, or if an
involuntary petition in bankruptcy is filed against such
party and said petition is not discharged within sixty (60)
days after such filing, or upon any assignment for the
benefit of its creditors, or upon the appointment of a
receiver, liquidator or trustee of any of its assets, or
upon the liquidation, dissolution or winding up of its
business (an "Event of Bankruptcy"), then the party
involved in any such Event of Bankruptcy shall immediately
give notice thereof to the other party, and the other party
at its option may terminate this Agreement upon written
notice.
12. Miscellaneous.
(a) Notices. All notices hereunder (except as provided for in
Section 4(c) hereof) shall be in writing and shall be
delivered in person, or sent by overnight courier service,
to the address of the party set forth below, or to such
other addresses as may be stipulated in writing by the
parties
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pursuant hereto. Unless otherwise provided, notice shall be
effective on the date it is officially recorded as
delivered.
(i) If to Bloomberg, to:
Bloomberg L.P.
499 Park Avenue
New York, New York 10022
Attention: Michael R. Bloomberg
with a copy to:
Willkie Farr & Gallagher
One Citicorp Center
153 East 53rd Street
New York, New York 10022
Attention: Richard K. DeScherer, Esq.
(ii) If to Source, to:
McCarthy, Crisanti & Maffei, Inc.
71 Broadway
New York, New York 10006
Attention: President
with a copy to:
The Van Kampen Merritt Companies, Inc.
One Parkview Plaza
Oakbrook Terrace, Illinois 60181
Attention: General Counsel
(b) Amendment; Assignment. This Agreement may not be amended
except by written instrument executed by Source and
Bloomberg. Neither
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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
Bloomberg will act as an independent contractor in the
performance of its duties under this Agreement. This
Agreement does not and shall not be deemed to constitute a
partnership or joint venture between the parties and
neither party nor any of its directors, officers, employees
or agents shall, by virtue of the performance of their
obligations under this Agreement, be deemed to be an
employee of the other.
(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.
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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.
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IN WITNESS WHEREOF, the undersigned parties have duly executed this
Agreement as of the 18th day of August, 1993, to be effective as set forth
in Section 11(a) hereof.
McCARTHY, CRISANTI & MAFFEI, INC. BLOOMBERG L.P.
By: Bloomberg Inc.,
General Partner
By: /s/ Lindley B. Richert By: /s/ Michael R. Bloomberg
------------------------------ Name:
Name: LINDLEY B. RICHERT Title:
Title: PRESIDENT
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Exhibit A
Source Services
Name 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.
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Exhibit B
The following subscribers should be restricted from access to the Source
Services pursuant to Section 1(a)(i) of the Agreement:
Munifacts/American Banker Alert/OASYS
Trepp & Company AutEx
Money Market Services CDA Investment Technologies
Ried, Thunberg CORIS
Elliot Wave International FIRST-CALL
Data Resources Inc. Forex Watch
Wrightson & Co. Forex Chartist
Evans Economics Technical System
Froehlich Investext
Griggs & Santow Securities Data Co.
Dunn & Bradstreet Wunsch Auction Systems
Predex Asset Backed Securities Group
Cates Securities Information Center
Bank Valuation Software Division
Chronometrics Technical Data (All Services)
Capital Techniques Valornform
Telerate Corporate Market Service I.F.R. JapanWatch
Eurobond Service I.F.R. Vigil
Elders Applied Research I.F.R. CorporateEye
R.A. Froehlich I.F.R. LanAm
Business Week I.F.R. Int'l. Financing Review
Market Data Corporation Atlas
Market News Service Bond Data
Vigil MoneyData
Muller Data ILX
Pensions & Investment Age Bond World
Money Line Corporation Moody's
Standard & Poor's MGraw Hill
Dow Jones News Service FX 24
Duff & Phelps Gannett
Olson Group Fitch
Investment Dealers Digest Sheshunoff
(I.D.D. Information Services) Capital Management
Securities Data Corp. Prechter's Elliot Wave International
RS Investments Johnson Smick International
MRL Publishing IPO Financial
Capital Management Commscan
MBSIS AMG Data Services
J.J. Kenney & Company MortgageData
MortgageData IDEA
O'Connor, Paul & Phillips Dalcomp Inc.
Telekurs Maria Ramirez Capital Consultants
Stone, McCarthy SDC Publishing
Institutional Investor Euromoneys
Thomson Financial Networks
In addition to the above list, only Authorized Distributors should be allowed
access when exhibiting at conferences.
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Exhibit C
"Non-Chargeable" Bloomberg Equipment and Services
1. Equipment for using of Bloomberg and Source data at Source sites
including but not limited to:
(i) Five Bloomberg terminals in New York with Editing
capabilities;
(ii) One Bloomberg terminal at each overseas site.
Bloomberg shall establish and operate a system capable of properly receiving the
Source Services and distributing the Source Services to Subscribers. This will
include the necessary equipment at Source's New York site with leased and back
up lines to Source's New York site to provide the ability for the Source system
to update Bloomberg automatically.
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Exhibit D
Contacts for Approval of Promotional Materials
For Bloomberg: Mr. Lou Eccleston
Bloomberg L.P.
499 Park Avenue
New York, NY 10022
Telephone: 212-318-2272
Facsimile: 212-318-2080
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.
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Exhibit E
Bloomberg L.P. Service Agreements
See Attached
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BLOOMBERG SCHEDULE OF SERVICES
Lessor: BLOOMBERG L.P.
Lessee:
Department:
Equipment Address:
- ------------------------------------
- ------------------------------------
- ------------------------------------
(City) (State) (Zip)
Contacts:
(User Name & Telephone No.)
Customer Account No.:
Order Order
Number: Date:
Billing Address:
- ---------------------------------------------
- ---------------------------------------------
- ---------------------------------------------
(City) (State) (Zip)
(Billing Name & Telephone No.)
Lessor and Lessee are parties to a BLOOMBERG AGREEMENT, Number
(the "Agreement") which sets forth the terms and conditions under which Lessor
provides to Lessee the Services described therein.
(Additional terms on reverse side)
Type of Non-Recurring
Equipment Monthly Recurring Commencement Charge (Per
Ordered Quantity Charge (Per Unit) Date of Term Unit)
------- -------- ----------------- ------------ -----
Total $____________ Total $_________
Tax** $____________ Tax** $__________
Tax Rate**:____% Month*$__________ One-Time$______
Quarter*$_________
* This total does not include monthly fees for real-time exchange and third
party information services. If a customer selects these, Bloomberg L.P. will
submit the appropriate applications for such services, a current price list, and
bill accordingly.
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1. INSTALLATION OF TERMINAL(S)
Pursuant to the Agreement, Lessee has requested Lessor to install
BLOOMBERG terminals at the stated equipment address (as noted on the
reverse side). Lessee understands that if Lessee changes the number
of terminals leased, the then existing per terminal charge for the
new number of terminals would apply. Billing is quarterly in advance
- including all applicable taxes.
2. TERM
The initial Term (as defined in the Agreement) is from the first day
Services are provided to the second anniversary of that date. The
Term for any Additional Terminals shall commence on the first day
Services are provided in respect of the Additional Terminals. The fee
commences the day following actual installation.
3. BLOOMBERG II: SHARED CONTROLLER; TRAVELER
MAINTENANCE/INSURANCE
In the event that this Schedule provides, or may from time to time
provide:
(i) for one or more "Bloomberg II" screens, the Lessee agrees
not to separate, unbolt, move, modify, interface or
otherwise disconnect any one or both of the double
"Bloomberg II" screens, or use any one or both of the
screens in a manner inconsistent with the terms of this
Agreement, without Lessor's prior written consent.
Unauthorized access or use is unlawful and Lessor shall
have all recourse and rights to set forth in the Agreement.
The lease term for the "Bloomberg II" shall be the same as
that of the specific BLOOMBERG to which it is attached. The
Lessee's fee applicable to the double screen shall commence
on the date following actual installation; and
(ii) for a fee for Services calculated on the basis of a shared
Controller, then at such time as the Controller is no
longer shared, the fee for Services shall be increased to
the prevailing rate for Services provided on an unshared
basis; and
(iii) for Traveler maintenance, Lessor's sole obligation shall be
limited to repairing, at its facility, any failure of The
Traveler. Notwithstanding the foregoing, Lessor shall not
be responsible for repairing failures resulting from
intentional or negligent acts. There shall be no
maintenance performed on The Traveler other than by Lessor
or its agent or any addition to, removal from or
modification of The Traveler. Lessor and its agents'
maximum liability under this maintenance provision and
Lessee's sole remedy regardless of the form of action
taken, whether in tort or contract, shall not exceed the
refund of the
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maintenance charges billed to Lessee. Maintenance includes
$250 deductible loss/theft insurance policy.
4. RESEARCH REPORT
Lessee acknowledges that the following applies to all research
reports issued by third-party information sources (the "Sources"):
The data is copywritten by the Source(s) and may be approved for
publication in the United Kingdom. The information herein is obtained
from various sources deemed reliable; but the Source(s) do not
guarantee the accuracy or completeness of the information. Additional
information is available. Neither the information nor any opinion
expressed constitutes an offer to buy or sell any securities or
options or futures contracts. The Source(s) may trade for its own
account as specialist, odd-lot dealers, market maker, block
positioner and/or arbitrageur in any securities or options of the
issuer(s). The Source(s), its affiliates, directors, officers,
employees and employee benefit programs may have a long or short
position in any securities or options of the issuer(s).
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AGREEMENT NUMBER: ___________
BLOOMBERG L.P.
499 PARK AVENUE
NEW YORK, NY 10022
TELEPHONE: (212) 960-7000
FACSIMILE: (212) 960-____
BLOOMBERG AGREEMENT
LESSOR: BLOOMBERG L.P.
LESSEE:_____________________________ Account No.:____________
(Company Name)
Lessor agrees to provide to Lessee the equipment and services described and
referred to in paragraph 1 of this Agreement, and Lessee subscribes to such
services in accordance with this Agreement.
1. License and Lease. The services provided hereunder (the "Services")
shall consist of a nonexclusive and nontransferable license and lease to use THE
BLOOMBERG software, data and equipment (the "Equipment") described in the
Bloomberg Schedule of Services annexed hereto, as the same may be amended from
time to time (the "Schedule"), in accordance with normal BLOOMBERG operating
schedules and procedures. During the Term (as defined below), Lessee may request
Lessor to install one or more additional BLOOMBERG terminals ("Additional
Terminals") in accordance with this Agreement, in which event the parties hereto
shall execute a revised Schedule reflecting all of the Equipment then provided
hereunder.
2. Term.
(a) This Agreement shall be effective from the date it is accepted by
Lessor and shall remain in full force and effect thereafter for the period set
forth in the Schedule (the "Term"), unless earlier terminated, as follows: (i)
Lessee shall have the right to terminate this Agreement at any time upon not
less than 60 days' prior written notice to Lessor and upon payment of the
charges set forth in paragraph 3 of this Agreement; and (ii) Lessor shall have
the right to terminate this Agreement at any time immediately upon written
notice to Lessee in the event of a breach by Lessee of any of the provisions of
this Agreement.
(b) The Term shall be automatically renewed for successive two-year
periods unless Lessee or Lessor elects not to renew by giving not less than 60
days' prior notice to the other. If this Agreement is so renewed for any
additional period beyond the initial Term, the charges payable pursuant to
paragraph 3(a) hereof for such renewal period shall be calculated at the
prevailing rates then offered by Lessor, and the Schedule shall be considered to
be amended accordingly.
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3. Charges.
(a) Lessee agrees to pay Lessor the amount indicated on the Schedule,
together with (i) any applicable taxes for the Services, (ii) any levies or fees
imposed or charged by exchanges or other information services or sources
displayed through THE BLOOMBERG at Lessee's request and (iii) any charges shall
be computed from the day following actual installation of the Equipment, and
shall be invoiced periodically as specified in the Schedule.
(b) Lessee shall be responsible for and shall pay for all costs of
electrical and communications services and for all electrical and common carrier
equipment installation charges incurred in connection with the Services. Lessee
shall obtain all necessary authorizations from exchanges and other information
vendors and shall pay for each third-party information service assessed by
Lessor and selected by Lessee for display through THE BLOOMBERG. The total
monthly charge does not include monthly fees for "real-time" exchange and third
party information services. If Lessee selects any of these services, Lessor will
submit the appropriate applications for such services, a price list, and bill
accordingly. Lessee agrees to file all personal property tax returns and pay any
taxes, assessments, fees or penalties in respect of the Services and/or the
Equipment which may be Lessee's legal responsibility to pay.
(c) In the event this Agreement is terminated by Lessee pursuant to
paragraph 2(a)(i) hereof or by Lessor pursuant to paragraph 2(a)(ii) hereof,
Lessee shall be liable for all amounts payable pursuant to paragraphs 3(a) and
3(b) hereof through the date of termination plus a removal charge in the amount
equal to 50% of the charges calculated in accordance with the Schedule for the
balance of the Term.
4. Distribution of Lessee Data.
(a) Lessee shall not distribute data to other users (the "Users") of
THE BLOOMBERG by means of the Equipment without the prior consent of Lessor. In
the event that Lessee desires to engage in such distribution, Lessee shall make
a request to Lessor. Such request shall specifically identify the data proposed
to be distributed (the "Data"), the fee, if any, to be charged to Users for
delivery of the Data, and the Users to whom the Data is proposed to be
distributed. The request also shall state that the representations and
warranties of Lessee set forth in paragraphs (b) and (c) of this paragraph 4 are
true and correct as of the date of the request. Following receipt of such
request, Lessor shall notify Lessee whether or not, in Lessor's sole discretion,
the Data, in whole or in part, shall be distributed by means of THE BLOOMBERG,
subject always to Lessor's right, in its sole discretion, to discontinue such
distribution. THE PROCEDURE SET FORTH IN THIS PARAGRAPH 4(a) IS THE ONLY
PROCEDURE BY WHICH LESSEE MAY DISTRIBUTE DATA TO USERS BY MEANS OF THE
BLOOMBERG. ANY DISTRIBUTION NOT APPROVED HEREUNDER IS UNAUTHORIZED AND SHALL
CONSTITUTE A BREACH OF THIS AGREEMENT.
(b) Subject to the terms and conditions of this Agreement, Lessee
hereby grants to Lessor, the Lessor hereby accepts, a nonexclusive, world-wide
license to market and deliver the Data to Users electronically by means of THE
BLOOMBERG.
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In the event that the Data includes prices, or that Lessee otherwise puts prices
onto THE BLOOMBERG, Lessee hereby grants to Lessor, and Lessor hereby accepts, a
nonexclusive, world-wide license to use such prices in the development of
Lessor's generic prices. Lessee represents that it has all such rights in, and
licenses to, the information contained in the Data as may be required in order
to permit it to grant to Lessor the license granted hereby and to transmit to
Lessor and Users the Data.
(c) Lessee represents and warrants to Lessor the following: (i) all
Data to be delivered by Lessee by means of THE BLOOMBERG will include, at a
minimum, all financial market information and other such data delivered by
Lessee to its clients by other "third-party" electronic distribution systems;
(ii) Lessee ________________ right, title and interest in and to all information
contained in the Data furnished by Lessee pursuant hereto, owns the copyright
and all ____________, trade names and other proprietary rights tin and to all
Data and all such information and has full power, right and authority to obtain,
____________ distribute the Data to Lessor and Users; and (iii) when supplied by
Lessee to Lessor, the Data and information contained therein shall ___ and
complete and as current as similar information distributed by the Lessee to
other "third-party" electronic distribution systems.
(d) Lessee agrees to make ___ the Data to Lessor for transmission to
Users by THE BLOOMBERG no later than the time that the Data is made available to
any other "third party" electronic distribution system.
(e) Lessee agrees that it will authorize the release of the Data to a
User via THE BLOOMBERG if it has authorized the release of the Data to such User
via any other "third party" electronic distribution system.
(f) Lessee shall use its best efforts to (i) keep the Data current,
accurate and complete, (ii) notify Lessor promptly of any errors or omissions,
and (iii) correct any such errors or omissions promptly.
(g) The Data will be delivered to Users at no costs to Lessors. Each
User shall pay (i) to Lessor the monthly rental charge such User is required to
pay with respect to THE BLOOMBERG and (ii) any fees imposed by Lessee for access
to the Data. Lessee agrees that the fees charged to Users for access to the Data
via THE BLOOMBERG will be no greater than the fees charged to Users for access
to the Data via other "third-party" electronic distribution systems, net of any
(i) rebates paid by Lessee to the operators of the "third-party" electronic
distribution systems (the "Operators"), or (ii) sums charged by the Operators to
Users but not remitted to Lessee.
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SAMPLE
Warranties and Limitations of Liabilities
(a) LESSOR MAKES NO WARRANTY, EXPRESS OR IMPLIED, AS TO RESULTS TO BE
ATTAINED BY THE LESSEE OR OTHERS FROM THE USE OF THE SERVICES OR THE DATA OR THE
EQUIPMENT BY WHICH THE SERVICES OR THE DATA ARE PROVIDED, AND THERE ARE NO
EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR
PURPOSE OR USE. ___or, its suppliers, and its third party agents shall have no
responsibility or liability, contingent or otherwise, for any injury or damages,
whether caused by the negligence of Lessor, its employees, subcontractors,
agents, equipment vendors or otherwise, arising in connection with the Services
rendered under this Agreement, the use or transmission of the Data pursuant to
this Agreement or use of the Equipment and shall not be liable for any profits
losses, punitive, incidental or consequential damages or any claim against
Lessee by any other party. The information and data contained in Services are
derived from sources deemed reliable, but Lessor and its suppliers do not
guarantee the correctness or completeness of any programs ____ or other
information furnished in connection with the Services. Lessor shall not be
responsible for or have any liability for any injuries or damages caused by the
Equipment or the Data or by delays or interruptions of the Services or the Data,
from whatever cause, and shall not be liable for damages ___ing from the use or
presence of the Equipment on Lessee's premises. Lessee is solely responsible for
the accuracy and adequacy of the Data and the _____ and information used by it
and the resultant output thereof. Lessor shall have no liability or
responsibility for the security or maintenance of any _____ input by Lessee.
Lessor shall have no liability or responsibility for any errors, omissions,
delays or inaccuracies in the Data, nor for any damages _____by Lessee or any
others resulting from disseminating the Data through THE BLOOMBERG. Lessee shall
indemnify Lessor and hold it harmless ______ at Lessee's expense defend against
any loss, claim, demand or expense (including reasonable attorney's fees)
arising in connection with the _____. To the extent permitted by law, it is
agreed that the liability of Lessor hereunder for damages, regardless of the
form of the action, shall not ______ the fees payable by Lessee for the Services
for a period of six months, and that this shall be Lessee's exclusive remedy. No
party shall be liable to the other for any default resulting from force majeure,
which shall be deemed to include any circumstances beyond the reasonable control
of the party or parties affected. No action, regardless of form, arising out of
or pertaining to any of the Services or the Equipment may be brought by Lessee
more than one (1) year after the cause of action has accrued.
(b) Notwithstanding any limitations contained in paragraph 5(a) to
the contrary, Lessor agrees to indemnify Lessee and hold it harmless and at
Lessor's expense defend Lessee against any claim that the programs, data,
information and other items provided by Lessor hereunder (other than ____ Data)
infringe any copyright, trademark or other contractual, statutory or common law
rights; provided that (i) Lessee promptly notifies Lessor in writing of the
claim, (ii) Lessor shall have sole control of the settlement and defense of any
action to which this indemnity relates, (iii) Lessee cooperates in every
reasonable way to facilitate such defense, and
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(iv) if Lessee becomes aware of any suspected infringement by a third party of
any proprietary _____ of Lessor, Lessee shall promptly notify Lessor of such
activities.
Remedies. In the event of a breach or threatened breach of any of the
provisions of this Agreement by Lessee or any of its employees, ______ or
affiliates, Lessor shall be entitled to injunctive relief to enforce the
provisions hereof, but nothing herein shall preclude Lessor from _____ any
action or other remedy for any breach or threatened breach of this Agreement,
all of which shall be cumulative. In the event Lessor fails in any such action,
Lessor shall be entitled to recover from Lessee all reasonable costs, expenses
and attorneys' fees incurred in connection therewith.
Parties. Lessee recognizes that Lessor, its partners, suppliers and
their respective affiliates, each have rights with respect to THE BLOOMBERG,
including the software, data, information and other items provided by Lessor by
reason of Lessee's use of THE BLOOMBERG. Lessee acknowledges and agrees that the
provisions of paragraphs 5 and 6 of this Agreement shall be for the benefit of
Lessor, its partners, suppliers, and their respective affiliates, successors and
assigns and that the term "Lessor" as used in such paragraphs includes Lessor,
its partners, suppliers and their respective affiliates.
Access. Lessee agrees to provide both a "dedicated" line and a "dial
back-up" line at its expense, permanently connected and dedicated to the
equipment. The sole purpose of the "dial" line shall be to provide
communications "backup" for the Services. Lessor is not responsible for the
reliability continued availability of the telephone lines and communications
equipment, other than communications equipment supplied by Lessor, used by
Lessee in accessing the Services. However, Lessor shall attempt to resolve any
communication line problems with respect to the accessibility of the ________.
9. Restrictions on Use.
(a) The Services and the Equipment are solely and exclusively for the
use of Lessee and may not be used in any manner inconsistent with the provisions
of this Agreement. Lessee acknowledges that the Services and the Equipment were
developed, compiled, prepared, revised, selected and arranged by Lessor and
others (including certain information sources) through the application of
methods and standards of judgment developed and applied through the expenditure
of substantial time, effort and money and constitute value industrial property
and trade secrets of Lessor and such others. Lessee agrees to protect the
proprietary rights of Lessor and all others having rights in the Services and
the Equipment during and after the Term of this Agreement. Lessee shall honor
and comply with all written requests made by Lessor or its suppliers to protect
their and others' contractual, statutory and common law rights in the Services
and the Equipment with the same degree of care used to protect its own
proprietary rights. Lessee agrees to notify Lessor in writing promptly upon
becoming aware of any unauthorized access or use by any party or of any claim
that the Services or the Equipment infringe upon any copyright, trademark, or
other contractual, statutory or common law rights.
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(b) Lessee shall not access the Services through any medium or
equipment which Lessor has not authorized in writing, nor may any medium or
equipment by which the Services are provided be moved, modified or interfaced
with any other equipment without Lessor's prior written consent. Services
expressly provided by Lessor for operation on Lessee's own equipment shall be
furnished without warranty as to compatibility, fitness or performance with such
equipment, and Lessee shall bear all cost and responsibility for such equipment.
Unauthorized access or use is unlawful and Lessor and its suppliers shall have
all rights provided by law to prevent such access or use and to collect damages
in such event. Lessee agrees to notify Lessor in writing promptly upon becoming
aware of any unauthorized access or use. Lessee shall not recompile, decompile,
disassemble, reverse engineer, or make or distribute any other form of or any
derivative work from, the Services and/or the Equipment.
(c) The analysis and _____ included in the Services may not be
recirculated, redistributed or published by Lessee except for internal purposes
without the prior written ___________Lessor and, where necessary, with certain
sources of the information included in the Services.
(d) Lessee shall not _____ _______ trademarks, trade names, or
service marks in any manner which creates the impression that such names and
markers belong to or are __________ and Lessee acknowledges that it has no
ownership rights in and to any of these names and marks.
(e) Lessee shall not _____ any portion of The Associated Press or
Press Association, Inc. information or other information included in the
Services in any permanent form ______ files, computer readable files or any
other medium, or off-print all or any portion of such information from the
screen display provided by Lessor.
10. Facilities. Commencement of this Services is contingent on the availability
of the hardware, communications equipment and facilities to Lessor's
specifications. Lessee shall install or have installed on Lessee's premises and
at Lessee's expense all cables, wires, and electrical and communications
connections specified by Lessor and shall not make use of any cables, wires,
devices or equipment in connection with the Services not approved in writing by
Lessor.
11. Return of Equipment and Software. Upon termination of this Agreement for any
reason whatsoever, Lessor shall have the right to remove the Equipment and
software by which the Services are provided at Lessee's expense.
12. Access to Property. Any person or persons designated by Lessor shall have
access to the Equipment at all reasonable times for the purposes of
installation, inspection, maintenance, repair and removal. Lessee acknowledges
and understands that Lessor may monitor, solely for operational reasons,
Lessee's general use of the Services. Lessee shall at all reasonable times
permit Lessor to have access to the location where the Services are provided for
the purposes of ascertaining the use made of the Services.
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13. Maintenance. Lessor, to the best of its ability, shall maintain and keep the
Equipment in good working order and condition so that it will perform its
functions satisfactorily. Lessee shall be responsible for the safekeeping of the
Equipment from the time its is received on Lessee's premises and shall take
reasonable steps to prevent abuse to the Equipment. Lessee shall be responsible
for all physical loss, theft, or damage to any equipment used to deliver the
Services to Lessee and shall pay Lessor the full replacement cost of the
Equipment as liquidated damages unless such loss, theft, or damage is due
entirely to the fault or negligence of Lessor. Neither Lessor nor its suppliers
or third party agents shall be responsible or liable, contingently or otherwise,
for any personal injury or property damage arising out of the installation,
maintenance, use or removal of the Services and/or the Equipment.
_________________________________________________________________[ILLEGIBLE]
otherwise, for any personal injury or property damage arising out of the
installation, maintenance, use or removal of the Services and/or the Equipment.
14. Additional Services. Lessee may request that Lessor add additional elements
to the Services, which shall be contingent upon availability of software, data
and Equipment and of communication lines and facilities on Lessee's premises
that my be required in connection with the addition of such elements. Such
additions or modifications shall be priced at the then current prices offered by
Lessor.
15. Relocation. On reasonable prior written notice, which shall in no event be
less than 60 days, and at Lessee's expense, Lessor will relocate all or any part
of the Equipment. Scheduling of such relocation shall be contingent on
availability of communication lines, facilities and labor. Lessee acknowledges
that interruptions of Services might result from such relocation and that the
provisions in paragraph __ hereof apply to any such interruption.
16. Assignment. Lessee shall have the right to assign this Agreement or the
rights hereunder only with the consent of Lessor which, in the case of an
assignment by Lessee to any of its affiliates that are in substantially the same
business as Lessee, shall not be unreasonably withheld.
17. Schedules and Attachments. The schedule(s) are a part of this Agreement and
are incorporated herein by this reference.
18. Complete Agreement; Modifications or Waivers. This Agreement, together with
the Schedule(s) is the complete and exclusive statement of the agreements
between the parties with respect to the subject matter hereof and supersedes any
oral or written communications or representations or agreements relating
thereto. No changes, modifications or waivers regarding this Agreement shall be
binding unless in writing and signed by the parties hereto.
19. Validity. Lessor and Lessee intend this Agreement to be a valid legal
instrument, and no provision of this Agreement which shall be deemed
unenforceable shall in any way invalidate any other provisions of this
Agreement, all of which remain in full force and effect. The headings in this
Agreement are intended for convenience or reference and shall not affect its
interpretation.
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20. Governing Law. This Agreement is made and entered into in the State of New
York and shall be governed by and construed in accordance with the laws of the
State of New York. The parties hereto, their successors and assigns, consent to
the jurisdiction of the courts of the State of New York with respect to any
legal proceedings that may result from a dispute as to the interpretation or
breach of any of the terms and conditions of this Agreement.
Agreed to by:
- ------------------------------------------------------------
Company Name (Please type or print)
- ------------------------------------------------------------
Signature (Duly authorized officer, partner or proprietor)
- ------------------------------------------------------------
Name (Please type or print)
- ------------------------------------------------------------
Title (Please type or print)
- ------------------------------------------------------------
Date
Agreed to by:
BLOOMBERG L.P.
By: BLOOMBERG INC.,
GENERAL PARTNER
By:
- ------------------------------------------------------------
Authorized Signatory
- ------------------------------------------------------------
Date
BLOOMBERG, THE BLOOMBERG, THE BLOOMBERG Traveler, Bloomberg L.P., BLOOMBERG
FINANCIAL MARKETS, BLOOMBERG COMMODITIES and BLOOMBERG BUSINESS NEWS are
trademarks, trade names and service marks of Bloomberg L.P., a Delaware limited
partnership.
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EXHIBIT F
Source's Service Agreement and Worldwide Price Lists
See Attached
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McCarthy, Crisanti & Maffei, Inc. ("MCM")
Subscription for Electronic Information 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 be paid quarterly in advance on the commencement of the
subscription term and thereafter on the first calendar 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 gives 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, 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 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
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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.
Customer agrees that within thirty (30) days after the end of each calendar
quarter to provide to MCM user information which includes, but shall not be
limited to a report in the average number of users of the Services, collectively
and broken out for each Service, and such other user-type information that MCM
may reasonably request. MCM shall have the right upon at least thirty (30) days'
prior written notice to inspect the records of Subscriber during normal business
hours no more frequently than twice per year. All information gained by MCM from
such inspection will be kept in strict confidence and will be used solely for
the purpose of verifying the number of users for the Services and the accuracy
of the aforementioned reports.
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 Customers 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
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39
(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 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 available 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 USED 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, of 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 of 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
-40-
40
arising from causes beyond MCM's reasonable control
including, but not limited to, Customers selection and use
of its own computer hardware 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. Assignment
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.
-41-
41
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.
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 Supplements 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.
-42-
42
(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 service 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 on the day and year first above
written.
MCCARTHY, CRISANTI & MAFFEI, INC.
By:
Title:
Date:
CUSTOMER:
By:
Title:
Date:
-43-
43
Number
Term
Supplement to
McCarthy, Crisanti & Maffei, Inc.
Subscription for Electronic Information Services
This Supplement between McCarthy, Crisanti, & Maffei, Inc. (MCM) and the
Customer (as set forth on the Subscription for Electronic Information 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:
-44-
44
MCM ELECTRONIC INFORMATION SERVICES
AMERICAS REGION PRICING (US $)
STANDARD SCREEN FEES
** CORPORATEWATCHCr. $450/month
CURRENCYWATCHCr. $300/month
MONEYWATCHCr. $250/month
YIELDWATCHCr. $200/month
MCM SWITCHING SYSTEM AND
DIGITAL FEED PRICING
MINIMUM SITE FEES
** CORPORATEWATCHCr. $3000/month
CURRENCYWATCHCr. $1750/month
MONEYWATCHCr. $1500/month
YIELDWATCHCr. $1000/month
Discounts may apply when customer uses multiples services.
* Site fees may vary based on system configuration or actual user
counts.
** Includes MCM's Private Placement "Market Talk".
(1993)
-45-
45
MCM ELECTRONIC INFORMATION SERVICES
PRICING FOR JAPAN (JPY (Yen))
STANDARD SCREEN FEES
CORPORATEWATCH (Yen)55,000/month
CURRENCYWATCH (Yen)40,000/month
MONEYWATCH (Yen)40,000/month
YIELDWATCH (Yen)40,000/month
MCM SWITCHING SYSTEM AND
DIGITAL FEED PRICING
* MINIMUM SITE FEES
CORPORATEWATCH (Yen)250,000/month
CURRENCYWATCH (Yen)250,000/month
MONEYWATCH (Yen)250,000/month
YIELDWATCH (Yen)250,000/month
Discounts may apply when customer uses multiples services.
* Site fees may vary based on system configuration or actual user
counts.
(1993)
-46-
46
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 multiples services.
* Site fees may vary based on system configuration or actual user
counts.
(1993)
-47-
47
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 $1,000/month
CURRENCYWATCH $ 900/month
MONEYWATCH $ 800/month
YIELDWATCH $ 800/month
Discounts may apply when customer uses multiples services.
* Site fees may vary based on system configuration or actual user
counts.
(1993)
-48-
48
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$1,300/month
CURRENCYWATCH A$ 680/month
MONEYWATCH A$ 780/month
YIELDWATCH A$ 680/month
Discounts may apply when customer uses multiples services.
* Site fees may vary based on system configuration or actual user
counts.
(1993)
-49-
49
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 $1,875/month
CURRENCYWATCH $1,500/month
MONEYWATCH $1,500/month
YIELDWATCH $1,500/month
Discounts may apply when customer uses multiples services.
* Site fees may vary based on system configuration or actual user
counts.
(1993)
-50-
50
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 $1,800/month
CURRENCYWATCH $1,800/month
MONEYWATCH $1,800/month
YIELDWATCH $1,800/month
Discounts may apply when customer uses multiples services.
* Site fees may vary based on system configuration or actual user
counts.
(1993)
-51-
51
MCM ELECTRONIC INFORMATION SERVICES
SWITZERLAND (SFR)
STANDARD SCREEN FEES
CORPORATEWATCH 500/month
CURRENCYWATCH 500/month
MONEYWATCH 500/month
YIELDWATCH 5000/month
MCM SWITCHING SYSTEM AND
DIGITAL FEED PRICING
* MINIMUM SITE FEES
CORPORATEWATCH 2,000/month
CURRENCYWATCH 2,000/month
MONEYWATCH 2,000/month
YIELDWATCH 2,000/month
Discounts may apply when customer uses multiples services.
* Site fees may vary based on system configuration or actual user
counts.
(1993)
-52-
52
MCM ELECTRONIC INFORMATION SERVICES
DENMARK (DKK)
STANDARD SCREEN FEES
CORPORATEWATCH 2,400/month
CURRENCYWATCH 1,600/month
MONEYWATCH 1,600/month
YIELDWATCH 1,600/month
MCM SWITCHING SYSTEM AND
DIGITAL FEED PRICING
* MINIMUM SITE FEES
CORPORATEWATCH 11,900/month
CURRENCYWATCH 9,500/month
MONEYWATCH 9,500/month
YIELDWATCH 9,500/month
Discounts may apply when customer uses multiples services.
* Site fees may vary based on system configuration or actual user
counts.
(1993)
-53-
53
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 multiples services.
* Site fees may vary based on system configuration or actual user
counts.
(1993)
-54-
54
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 multiples services.
* Site fees may vary based on system configuration or actual user
counts.
(1993)
-55-
55
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 multiples services.
* Site fees may vary based on system configuration or actual user
counts.
(1993)
-56-
56
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 multiples services.
* Site fees may vary based on system configuration or actual user
counts.
(1993)
-57-
57
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 multiples services.
* Site fees may vary based on system configuration or actual user
counts.
(1993)
-58-
58
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 multiples services.
* Site fees may vary based on system configuration or actual user
counts.
(1993)
-59-