Transaction System Agreement - Bridge Trading Co. and Instinet Corp.
BRIDGE TRADING COMPANY
TRANSACTION SYSTEM AGREEMENT
GENERAL TERMS AND CONDITIONS
ALL CAPITALIZED TERMS NOT DEFINED IN THESE TERMS AND CONDITIONS HAVE THE
MEANINGS SET FORTH IN THE ORDER FORM , WHICH COLLECTIVELY CONSTITUTE THE
AGREEMENT BETWEEN BRIDGE TRADING COMPANY AND INSTINET CORPORATION.
1. FURNISHING SYSTEM
(a) Bridge grants a non-exclusive, non-transferable license to Broker to
use the System to access order flow, transmit indications and/or transmit
advertised trades as detailed in and in accordance with the Order Form for so
long as this Agreement is in effect. Except as expressly granted in this
Agreement, use by Broker of the System or acceptance of this license in no way
grants any right, title or interest in the System or any of its components to
Broker.
(b) The parties acknowledge that (i) Bridge is acting solely as a vendor
in licensing Broker to use the System and not as a broker, that (ii) Broker and
not Bridge is acting as the broker with respect to all orders directed to
Broker, or indications and advertised trades transmitted by Broker, via the
System, and that (iii) Bridge's provision of the System does not constitute the
business of buying and/or selling securities for Broker's clients who direct
orders to Broker or to whom Broker directs indications or advertised trades, via
the System.
(c) Bridge may cancel or withdraw all or part of any System at any time on
6 months' prior written notice to Broker, and on less notice if: (a) Bridge
determines that the provision of the System has become unlawful; (b) an
agreement between any member of the Bridge Group and a third party on which the
System depends is terminated; or (c) the System becomes subject to a claim that
it infringes the rights of any third party. If Bridge cancels all or part of any
System, Bridge's only obligation to Broker will be to refund any Fees paid in
advance for the cancelled System or portion thereof. Broker may terminate this
Agreement as it relates to the entire affected System on 30 days' prior (or on
less notice in the event the notice given by Bridge as detailed above is less
that thirty (30) days) written notice to Bridge at any time after Broker's
receipt of notice of cancellation or withdrawal from Bridge in the event of
Bridge's cancellation or withdrawal of a System or portion thereof. In each
case, Broker shall pay any Fees (as hereinafter defined), Additional Charges (as
hereinafter defined) and taxes owed through the time of termination.
(d) In no event shall Bridge intentionally cause the System to or
otherwise intentionally (i) redirect any order or other transaction message
directed to Broker (separately and collectively "Broker Orders") to any other
ECN, order entry system or any other destination not specified in the Broker
Order unless otherwise instructed by the customer, (ii) conglomerate or
aggregate Broker Orders with other orders or transaction messages whatsoever,
(iii) use the Broker Orders or any information derived from Broker Orders for
any purposes other than the fulfillment of its obligations under this Agreement
or for the purposes of support, capacity planning, to detect and prevent
breaches of Bridge's network security, the law or the contract terms, or for
other activities related to the administration, management and improvement of
the System (provided that all Broker Orders and information derived from Broker
Orders used for these purposes are considered Confidential Information and kept
as such in accordance with the terms and conditions herein), or (iv) match or
otherwise fill Broker Orders.
2. FEES
(a) In consideration of the rights granted to Broker in this Agreement,
Broker will pay Bridge all fees and charges ("FEES") for the System as set forth
in the Order Form. Unless otherwise agreed, Fees for the System will accrue from
the "INSTALLATION DATE" for that System, which is the earlier of: (i) the date
when that System is installed and operational at the Broker's Premises; and (ii)
the date when that System is first accessed by Broker. All Fees shall be paid in
arrears and are due and payable within 45 days after the date of an invoice from
Bridge. No Fees or Additional Charges shall be owed by Broker for testing of the
System.
(b) In addition to the Fees, Broker will pay the following charges
("ADDITIONAL CHARGES") within 30 days after the date of an invoice for the same
from Bridge: (i) all installation, relocation and removal charges relating to
any System as detailed in the Order form or as otherwise agreed to by the
Parties in an appropriate writing ; (ii) all charges for communications
facilities as detailed in the Order Form or as otherwise agreed to by the
Parties in an appropriate writing; (iii) all charges for Software and Equipment
relating to any System supplied by third parties as detailed in the Order Form
or as otherwise agreed to by the Parties in an appropriate writing; and (iv) any
charges for support outside standard hours as detailed in the Order Form or as
otherwise agreed to by the Parties in an appropriate writing. Broker
acknowledges that Additional Charges may change without notice if imposed on
Bridge by a third party.
(c) In addition to the amounts set forth above, Broker will pay to Bridge
or to the relevant taxing authority, as appropriate, any applicable sales, use,
goods and services, value added or other taxes payable under this Agreement
(other than taxes levied or imposed on Bridge income).
(d) In all cases, the amounts due under this Agreement will be paid by
Broker in full without any withholding, set-off, counterclaim or deduction,
except for amounts reasonably disputed by Broker. The parties agree to work in
good faith to resolve any payment disputes as quickly as possible.
(e) All undisputed amounts (so long as the dispute is in good faith) owed
under this Agreement not paid within thirty (30) days of an overdue notice sent
to Broker will bear interest from the date such amount became due at the lesser
of: (i) 1.5 percent per month; or (ii) the maximum allowable rate of interest in
the State of New York for transactions between sophisticated commercial
entities.
(f) Bridge reserves the right to increase the Fees each year, subject to
Broker's termination right described below. Bridge will notify Broker in writing
of any such increase for the following year by October 15 of the current year,
and such increase will become effective as of January 1 of the following year.
So long as the increase for the following year in the aggregate Fees payable by
Broker for all System provided at the time of notification, expressed as a
percentage ("AGGREGATE FEE INCREASE") is at or below the increase in the
consumer price index for all urban consumers in the New York/New Jersey
Metropolitan area as reported by the Bureau of Labor Statistics of the U.S.
Department of Labor, as measured by the increase in such index from September of
the previous year through August of the current year, expressed as a percentage
("CPI"), Broker will not be entitled to cancel any System. If the Aggregate Fee
Increase exceeds the CPI, Broker may cancel one or more System selected by
Broker
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whose Fees have increased at a rate that exceeds the CPI, until the Aggregate
Fee Increase with respect to the remaining System is less than or equal to the
CPI. Broker may effect any such cancellation by giving Bridge written notice
prior to December 1 of the current year. Notwithstanding the foregoing, upon the
commencement of any renewal term, Bridge has the right to charge Broker the then
current list price for any System and any resulting increase in Fees shall not
be subject to Broker's cancellation right described in this Agreement.
3. SOFTWARE (IF APPLICABLE)
(a) Broker is granted a non-exclusive, non-transferable right to use any
software ("SOFTWARE") provided as part of the System solely at Broker's
locations in the Order Form. Except as otherwise expressly permitted herein,
Broker may not sub-license, assign, copy (except for back-up purposes), modify,
merge, transfer, decompile or reverse engineer the Software.
(b) In the event that the Software is or becomes defective, Bridge's sole
liability will be to (i) replace the same after receipt of written notice or, in
the event that Bridge is not able to replace the same, to (ii) refund the
portion of any prepaid Fees applicable, from the date of receipt of notice, to
the portion of the System no longer accessible because of the defective Software
In the event of (ii), Broker may terminate that portion of the Agreement
relating to the entire System which is no longer accessible upon thirty (30)
days' prior written notice to Bridge.
(c) Broker agrees that the provisions of this Section 3 will inure to the
benefit of any third party provider of Software.
4. INTELLECTUAL PROPERTY
(a) Broker acknowledges that as between the parties, the System is
valuable intellectual property of Bridge and its affiliates (collectively,
"BRIDGE GROUP"). All rights with respect to the Bridge name, the Bridge name and
trademarks and the System, whether now existing or which may hereafter come into
existence, which are not expressly granted to Broker in this Agreement, are
reserved to the Bridge Group. Any goodwill generated through Broker's use of the
Bridge name and trademarks shall inure solely to the benefit of the Bridge
Group. Except as set forth in this Agreement, Broker may not use the Bridge name
or trademarks without Bridge's prior written consent.
(b) Bridge acknowledges Broker's assertion that Broker's name and its
Matador Design are trademarks and service marks of Broker, all rights reserved.
Bridge agrees, represents and warrants that these and other graphics, logos,
service marks and trademarks of Broker (the "Broker Marks") may not be used,
displayed or referenced in any manner, commercial or otherwise, without the
prior express written consent of Instinet. Nothing in this Agreement should be
construed as granting, by implication, estoppel, or otherwise, any license,
right or authority to use the Broker Marks.
5. FACILITIES AND EQUIPMENT (IF APPLICABLE)
(a) If Bridge supplies any equipment ("EQUIPMENT") as part of any System
the following will apply: (i) Broker will provide insurance coverage to protect
the Equipment against loss and damage and shall be liable for all loss or damage
to the Equipment, unless due to an act or omission of Bridge; and (ii) Broker
agrees it will be responsible for keeping its own software and hardware
compatible with the Equipment.
(b) Broker shall provide 30 days' notice to Bridge of its intention to
relocate any of the Broker equipment used in connection with the System within
the Broker facilities if such relocation does not require Bridge to arrange for
changes in Broker's communications links, and shall provide 30 days' notice (or
such longer notice as may be required to enable Bridge to arrange for changes in
Broker's communications links) to Bridge of its intention to relocate any of
such Broker equipment if such relocation involves the relocation of the Broker
facilities or otherwise requires Bridge to arrange for changes in Broker's
communications links. Bridge will provide assistance as necessary in effecting
any such relocation and will charge Broker for such assistance either at
Bridge's then standard hourly rates or on a fixed fee basis, as Broker and
Bridge agree.
(c) Except as Bridge and Broker otherwise agree, Broker shall be
responsible for providing wiring required to distribute the System within its
Premises.
6. DISCLAIMER OF WARRANTIES
EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, THERE ARE NO WARRANTIES,
CONDITIONS, GUARANTIES OR REPRESENTATIONS, WHETHER EXPRESS OR IMPLIED, IN LAW OR
IN FACT, ORAL OR IN WRITING. WITHOUT LIMITING THE FOREGOING, NEITHER BRIDGE NOR
ANY THIRD PARTY SUPPLIER MAKES ANY WARRANTY, EXPRESS OR IMPLIED, AS TO THE
RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SYSTEM, EQUIPMENT OR SOFTWARE
PROVIDED UNDER THIS AGREEMENT, AND BRIDGE AND EACH THIRD PARTY SUPPLIER
EXPRESSLY DISCLAIMS ANY CONDITION OF QUALITY AND ANY IMPLIED WARRANTY OF TITLE,
NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. BROKER
ACKNOWLEDGES THAT IT HAS NOT RELIED UPON ANY WARRANTY, CONDITION, GUARANTY OR
REPRESENTATION MADE BY BRIDGE OR ANY THIRD PARTY SUPPLIER, EXCEPT AS
SPECIFICALLY SET FORTH IN THIS AGREEMENT OR IN THE CASE OF FRAUD. In particular,
and without limiting the generality of the foregoing, Bridge makes no warranty
that orders, indications OR ADVERTISED TRADES processed OR TRANSMITTED via the
System will be properly executed OR DELIVERED.
7. LIABILITY
(a) ALTHOUGH BRIDGE MAKES REASONABLE EFFORTS TO ENSURE THE ACCURACY AND
RELIABILITY OF THE SYSTEM, NEITHER BRIDGE NOR ANY THIRD PARTY SUPPLIER
GUARANTEES SUCH ACCURACY OR RELIABILITY, AND BROKER ACKNOWLEDGES THAT BRIDGE,
ITS EMPLOYEES, AGENTS, CONTRACTORS, SUB-CONTRACTORS AND THIRD PARTY SUPPLIERS
WILL NOT BE HELD LIABLE FOR ANY DAMAGES SUFFERED OR INCURRED BY BROKER, ANY
CUSTOMER OF BROKER OR ANY OTHER PERSON OR ENTITY ARISING OUT OF ANY FAULT,
INTERRUPTION OR DELAY IN ANY SYSTEM OR OUT OF ANY INACCURACY, ERROR OR OMISSION
IN ANY SYSTEM SUPPLIED TO BROKER, HOWEVER SUCH FAULTS, INTERRUPTIONS, DELAYS,
INACCURACIES, ERRORS OR OMISSIONS ARISE, UNLESS DUE TO BRIDGE'S GROSS NEGLIGENCE
OR WILLFUL MISCONDUCT.
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(b) Except for Broker's failure to comply with any payment obligations,
neither party will be liable for any failure to perform any obligation under
this Agreement, or for any delay in the performance of such obligations, due to
causes beyond its control, including industrial disputes of whatever nature,
acts of God, public enemy, acts of government, failure of telecommunications,
fire or other casualty.
(c) UNDER NO CIRCUMSTANCES WILL EITHER PARTY OR THIRD PARTY SUPPLIER BE
LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES OR LOST
PROFITS WITH RESPECT TO THE SUBJECT MATTER OF THIS AGREEMENT, REGARDLESS OF
WHETHER SUCH DAMAGES COULD HAVE BEEN FORESEEN OR PREVENTED, EXCEPT TO THE EXTENT
DUE TO THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF SUCH PARTY.
(d) In no event will the aggregate liability of either party to the other
or to any third party for Damages, direct or otherwise, arising out of or in
connection with this Agreement, exceed the total amount of Fees actually paid to
Bridge by Broker during the 12 month period immediately preceding the act or
omission giving rise to the loss, regardless of the cause or form of action,
provided however, that the foregoing limitation of liability shall not apply to
the extent due to the gross negligence or willful misconduct of such party, each
party's obligation to indemnify the other pursuant to this Agreement, or any
Damages suffered by Bridge or any third party supplier caused by any violation
by Broker of Sections 3(a), 5 or 11(h) of this Agreement.
8. INDEMNIFICATION
(a) INDEMNIFICATION BY BROKER. Broker will indemnify and hold harmless
Bridge, its officers, directors, employees and agents, and any third party
suppliers under this Agreement, from and against any and all liabilities,
damages, awards, settlements, losses, claims and expenses, including reasonable
attorney fees and expenses and costs of investigation (collectively, "DAMAGES")
resulting from third party claims arising from any: (a) material breach of this
Agreement by Broker; (b) any claim by any of Broker's clients on behalf of whom
Broker uses the System; or (b) third party accessing all or part of the System
through or by means of Broker to the extent such claim, if brought by Broker
directly against Bridge, would be excluded pursuant to Section 7(a).
(b) INDEMNIFICATION BY BRIDGE. Bridge will indemnify and hold harmless
Broker, its officers, directors, employees and agents from and against any and
all Damages resulting from third party claims arising from any: (i) material
breach of the Agreement by Bridge; or (ii) claim that any System or Software
owned by the Bridge Group infringes, alleges to infringe or violates any third
party intellectual property right, provided that the relevant claim: (A) does
not arise from any unauthorized modification to the System or Software made by
Broker and (B) does not arise from the combination of the Software with other
products or technology not supplied or approved by Bridge. If Broker is, or may
become, prohibited from any continued use of any System or Software by reason of
an actual or anticipated claim, Bridge will use reasonable efforts to (a) obtain
for Broker the right to use the System or Software; or (b) replace or modify
such System or Software so that it no longer infringes or is subject to a claim,
but such System or Software performs the same function in an equivalent manner;
or if neither (a) nor (b) are feasible in Bridge's discretion, (c) terminate
that portion of the Agreement relating to the entire affected System or Software
and refund Broker any pre-paid Fees and Additional Charges actually paid for the
affected System or Software for the period after the effective date of
termination of the affected System or Software.
(c) A party seeking indemnification pursuant to this Agreement
("INDEMNIFIED PARTY") will give prompt notice to the party from whom
indemnification is sought ("INDEMNIFYING PARTY"); provided, however, that
failure to give prompt notice will not relieve the Indemnifying Party of any
liability under this Agreement (except to the extent the Indemnifying Party has
suffered actual prejudice by such failure). The parties will reasonably
cooperate (at the expense of the Indemnifying Party) in the defense or
prosecution of any third party claim.
9. CONFIDENTIALITY
CONFIDENTIAL INFORMATION means information in any form (including, but not
limited to, models, software and computer outputs) which is not excluded under
this Section 9, whether written or oral, of a business, financial or technical
nature which is marked or otherwise indicated as being or is, or ought
reasonably to be known to be, confidential and which is disclosed by Bridge or
Broker (the "DISCLOSING PARTY") or any member of the Disclosing Party's Group to
the other (the "RECEIVING PARTY") or any member of its Group through their
dealings with each other hereunder. In this definition and for the purposes of
this Section 9, "Group" means, with respect to Bridge, the Bridge Group and its
advisers, agents and representatives and, with respect to Broker, Broker itself,
its holding companies and subsidiaries, subsidiaries of such holding companies,
and from time to time its advisers, agents and representatives. Bridge and
Broker each agree:
(a) to hold the Confidential Information in confidence and, not without
the Disclosing Party's prior written consent, to disclose any part of it to any
person other than those directly concerned with Bridge and Broker's dealings
with each other and whose knowledge of such Confidential Information is
essential for such dealings. The Receiving Party will ensure that those persons
comply with the obligations imposed on the Receiving Party under this clause.
The Receiving Party will be liable for such person's default;
(b) not, without the Disclosing Party's prior written consent, to use the
Confidential Information for any purpose other than in their dealings with each
other;
(c) to delete from any device containing any Confidential Information
and/or return to the Disclosing Party upon demand or termination of the
Agreement, the Confidential Information except for one copy of such Confidential
Information as is required to be retained by law, regulation, professional
standards or reasonable business practice by a member of the Receiving Party's
Group; and
(d) to use reasonable endeavors to provide the Disclosing Party with
prompt notice if any member of the Receiving Party's Group becomes legally
compelled to disclose any of the Confidential Information, so that the
Disclosing Party may seek a protective order or other appropriate remedy. If
such order or remedy is not available in time, the obligation of confidentiality
will be waived to the extent necessary to comply with the law.
(e) This obligation of confidentiality is made by each of Bridge and
Broker on their own behalf and as agent for each member of their respective
Groups.
(f) This obligation of confidentiality will not apply to information which
(i) is, at the time of the disclosure, or subsequently through no act or
omission of the Receiving Party's Group, becomes generally available to the
public; (ii) becomes rightfully known to the Receiving Party's Group through a
third party with no obligation of confidentiality; (iii) the Receiving Party is
able to prove was
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lawfully in the possession of the Receiving Party's Group prior to such
disclosure; or (iv) is independently developed by the Receiving Party's Group
without benefit of or reference to the other party's Confidential Information.
(g) This undertaking will be binding for as long as such Confidential
Information retains commercial value.
(h) If a Receiving Party is requested or required in any judicial or
administrative proceeding or by any regulatory body or court to disclose any
Confidential Information, such Receiving Party shall, so long as it is permitted
by such judicial, administrative or regulatory body (i) use its best efforts to
give the Disclosing Party prompt notice of such request so that it may seek an
appropriate protective order or other remedy and (ii) consult with the
Disclosing Party as to the advisability of taking legally available steps to
resist or narrow such request or requirement. The Receiving Party shall
cooperate fully with the Disclosing Party in obtaining such an order or other
remedy. If in the absence of an appropriate protective order or other remedy the
Receiving Party is nonetheless legally required to disclose Confidential
Information, the Receiving Party may make such disclosure without liability
hereunder; provided, however, that the Receiving Party shall use its reasonable
efforts to give the Disclosing Party written notice of the information to be
disclosed as far in advance of its disclosure as is practicable and, upon the
Disclosing Party's request and at its expense, use its reasonable efforts to
obtain reasonable assurances that confidential treatment will be accorded to
such Confidential Information.
10. TERM AND TERMINATION
(a) This Agreement will take effect on the Effective Date and will
continue for a term of 12 months from the Commencement Date. This Agreement will
automatically renew for additional 12 month terms unless either party gives the
other written notice of termination at least 90 days prior to the expiration of
the then current term.
(b) In addition to any other remedy available at law or in equity, either
party may terminate this Agreement immediately, without further obligation to
the other party, in the event of (a) any material breach of this Agreement by
the other party that is not remedied within 30 days' after receiving written
notice of such breach; (b) any sale, lease or other transfer of all or
substantially all of the assets of the other party to any non-affiliated person;
(c) any change in control of the other party (whether by merger, stock transfer
or otherwise) except in the case of an initial public offering; or (d) the other
party's making of an assignment for the benefit of its creditors, the filing by
the other party or its creditors of a voluntary or involuntary 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, or the appointment of a trustee or receiver for the other
party or its property. For purpose of this Agreement, affiliate means, with
respect to any person, any other person that directly, or indirectly through one
or more intermediaries, controls or is controlled by, or is under common control
with, such person.
(c) Promptly upon termination of this Agreement for any reason, Broker
will: (a) pay all Fees, Additional Charges, taxes and other charges owed through
the time of termination; and; (b)allow Bridge or its nominees reasonable access
to its premises to remove the Equipment and Software.
(d) If Bridge terminates this Agreement pursuant to Section 10(b), or if
Broker terminates this Agreement or cancels any System except as expressly
permitted hereunder, Bridge will be entitled to recover from Broker, as
liquidated damages, an amount equal to 75% of the Fees that would have been
payable by Broker from the date of termination or cancellation until the Broker
could have next terminated this Agreement or cancelled the relevant System in
accordance with the terms of this Agreement.
11. GENERAL
(a) This Agreement will be governed by and construed in accordance with
the laws of State of New York. Both parties consent to the non-exclusive
jurisdiction of any state or federal court sitting in the State of New York, and
of any court to which an appeal therefrom may be taken. Each party hereby
irrevocably waives the right to a trial by jury in any action or proceeding
arising out of this Agreement.
(b) Whenever any notice or other communication is given by one party to
the other ("NOTICE"), such Notice shall be in writing and shall be delivered by
facsimile (with confirmation of receipt duly obtained by the sending party) or
registered or certified mail, return receipt requested, addressed as set out
above. Notices properly given in accordance with this Section 11(b) shall be
effective on the date sent; all other notices shall be effective on the date
actually received.
(c) This Agreement will be binding upon and inure to the benefit of the
parties, their respective personal representatives, and permitted successors and
assigns. Broker may not assign or otherwise transfer any of its rights or
delegate any of its duties under this Agreement without the prior written
consent of Bridge. Notwithstanding the foregoing, either party may assign or
otherwise transfer its rights under these Terms to an affiliate ("assignment")
provided that any such assignee assumes all the obligations of the assignor in
writing. Any attempted assignment in violation of this Section 11(c) is void.
(d) There is no joint venture, partnership, agency or fiduciary
relationship existing between the parties and the parties do not intend to
create any such relationship by this Agreement. This Agreement is non-exclusive.
(e) This Agreement may only be amended in writing signed by authorized
representatives of both parties. If either party delays or fails to exercise any
right or remedy under this Agreement, it will not have waived that right or
remedy. This Agreement shall supersede the May, 2001 IOE Agreement between the
parties.
(f) If any provision or term of this Agreement, not being of a fundamental
nature, is held to be invalid, illegal or unenforceable, the validity, legality
and enforceability of the remainder of this Agreement will not be affected.
(g) Sections 6, 7, 8, 9, 10(c) and 11 of this Agreement will survive the
termination or expiration of this Agreement. The headings to this Agreement are
for convenience only and shall not be used as an aid to the interpretation of
the Agreement.
(h) Broker agrees that: (a) it will not knowingly take any action to harm
Bridge or any other customer of Bridge, or use the System in contravention of
any laws or regulations; (b) it is responsible for obtaining and maintaining all
required licenses and consents to receive and use the System including those of
the SEC and FCC; (c) Bridge will have no obligation to check any e-mail or other
messages Broker receives or sends via the System for viruses, time bombs or
similar bugs; (d) Bridge may distribute Software upgrades by downline loading
and in doing so Broker agrees Bridge may upload information regarding Broker's
network and install agent software on the Broker's premises to enable such
downline loading (and Bridge agrees it will keep confidential
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any information it uploads); (e) if Bridge is required to store personal data on
Broker's employees in order to provide any System, Broker agrees that it shall
complete, or have its employees complete, any forms Bridge reasonably requires
in order for Bridge to comply with any statutory obligations relating to the
storage of such personal data; and (f) when Bridge provides a System which is
accessed using a password, account name or other identifier (collectively,
"PASSWORD"), Broker agrees that it shall; (i) ensure each Password is kept
confidential and not shared among individuals, and (ii) notify Bridge promptly
if Broker becomes aware of any Password being used by a person not authorized by
Broker to access that System.
(i) Bridge agrees that: (a) it will not knowingly take any action to harm
Broker or any customer of Broker's, or to use or provide the System and Software
in contravention of any laws or regulations; and (b) to cooperate with Broker in
obtaining any exchange approvals which may be required to enable Broker to use
the System, provided that it shall be Broker's responsibility to obtain all
consents.
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BRIDGE TRADING COMPANY
TRANSACTION SYSTEM AGREEMENT
TRANSACTION SYSTEM ORDER FORM
[PRICING SCHEDULE]
BRIDGE TRADING COMPANY ("BRIDGE") BROKER
Signed: /s/ Richard H. Paulson Signed: /s/ Michael Healy
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Print Print
Name: Richard H. Paulson Name: Michael Healy
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Title: Chief Operating Officer Title: First Vice President
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Date: September 19, 2002 Date: September 19, 2002
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("EFFECTIVE DATE")