Global Reuters Services Contract - Reuters Ltd. and Instinet Global Holdings Inc.
REUTERS GLOBAL AGREEMENT
DATED 21 December 2000
GLOBAL REUTERS SERVICES CONTRACT
BETWEEN
REUTERS LIMITED
AND
INSTINET GLOBAL HOLDINGS, INC.
Commencement Date: 1 October 2000
[LOGO] REUTERS
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GLOBAL REUTERS SERVICES CONTRACT
CONTENTS
PAGE NO
GLOSSARY ................................................................... 1
INTERPRETATION ............................................................. 6
1 COMMENCEMENT AND TERM ............................................... 7
2 SCOPE OF THE AGREEMENT .............................................. 7
3 CHARGES ............................................................. 8
4 DISCOUNT ............................................................ 12
5 AUTHORISED CANCELLATIONS ............................................ 15
6 ADDITIONS AND DELETIONS OF SITES AND RECIPIENT LOCATIONS ............ 19
7 TERMINATION AND OTHER REMEDIES ...................................... 20
8 UNAUTHORISED CANCELLATIONS AND TERMINATION
- CONSEQUENCES ...................................................... 23
9 LIABILITY ........................................................... 24
10 CONFIDENTIALITY ..................................................... 26
11 GENERAL ............................................................. 27
12 ENTIRE AGREEMENT - REUTERS BUSINESS PRINCIPLES ...................... 28
SCHEDULE A: SERVICES AND SERVICE FEES AT COMMENCEMENT DATE BY SITE
AND RECIPIENT LOCATION ....................................................
SCHEDULE B: SITES AND RECIPIENT LOCATIONS COVERED
BY THE AGREEMENT ..........................................................
SCHEDULE C: NON-REUTERS GROUP COMPANIES ...................................
SCHEDULE D: DISCOUNT BANDS ................................................
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GLOBAL REUTERS SERVICES CONTRACT
THIS AGREEMENT is made on 21 December 2000 between us, REUTERS LIMITED of 85
Fleet Street, London, EC4P 4AJ, England and you, INSTINET GLOBAL HOLDINGS, INC.
of 875 Third Avenue, New York, New York 10022, USA.
WHEREAS we have a mutual interest in establishing a strategic relationship on a
global basis and have therefore agreed to enter into the Agreement.
We both agree:
GLOSSARY
All defined terms in this Contract are in italics for your convenience.
In the Contract, the following terms have the following meanings:
Access Declaration* - any schedule that we ask you to complete, which sets out
the number of all Interactive Accesses and Slave Displays
authorised or allowed to view Information via Your
System over the period specified by us. We will use your
Access Declarations as part of our calculation of the
number of such Interactive Accesses and Slave Displays
when we invoice you for the Services supplied to you. The
Access Declaration can be provided in hard copy,
electronic or any other relevant form, as specified by
us;
Access Fees* - that part of the Service Fees directly relating to
Interactive Accesses and Slave Displays for Datafeed
Services (other than specialist data Services) at your
Sites and Recipient Locations and those of any of your
Subsidiaries;
Agreed Level - the percentage change in the following most recently
published indices, compared with the relevant index
published 12 months earlier:
(i) for any Service Fees denominated in currencies of
OECD member countries, the OECD All Items
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Rate of Change index for the country which issues
the relevant currency;
(ii) for the Service Fees in Bahrain, Jordan. Kuwait,
Oman, Qatar. the Kingdom of Saudi Arabia, Yemen
and United Arab Emirates, the OECD All Items Rate
of Change index for the United States of America;
and
(iii) for the Service Fees denominated in any other
currency, the relevant official government
consumer price index, failing which the most
relevant official index, as reasonably determined
by us;
Agreement - this Contract, the Reuters Business Principles, any
applicable Order Form or Access Declaration and any
schedules referred to in these documents;
Annual Reassessment
Date - the first day of October in each calendar year;
Charges - the Service Fees and any related charges specified in
Clause 3.1 (a) to (e);
Commencement Date 1 October 2000
Company - a legal entity with an issued share capital, validly
incorporated in its country of incorporation;
Contract - this document, including its Schedules, as amended or
supplemented under Clause 12.5;
Conversion Rates - the currency exchange rates used by us to
convert other currencies into United States Dollars,
as published by the Financial Times in its table
entitled "FT Guide to World Currencies";
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Datafeed Service* - any Service supplied by means of digital delivery to
Your System;
DDE - the Microsoft (R) Dynamic Data Exchange interface;
Discount Adjustment
Date - the first day of June in each calendar year;
Discount Rate - the percentage rate of discount established from time to
time in accordance with Clause 4.2;
Discountable Service
Fees - the Service Fees which will be discounted in
accordance with Clause 4.1;
Dollar Service Fees - the Service Fees (excluding Service Fees for specialist
data Services and Test Products) expressed in United
States Dollars;
ex-Site - a location which has ceased to be a Site in the
circumstances set out in Clause 6.5;
Information - the information (in whatever form, including images,
still and moving, and sound recordings) contained in the
Services;
Information Provider - a client of ours or other third party, including any
stock. futures or commodities exchange, whose Information
is contained in the Services;
Interactive Access* - the capacity of an individual authorised or
allowed by you to access and control the display
of Information by any means including, without
limitation, a password. an identifier, a keyboard
or other control device;
Maintenance - a sub-set of Support which includes the use of reasonable
efforts by us or our nominee to maintain the Materials in
good operating condition and/or to restore the Service by
repairing, correcting or replacing the Materials;
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Materials - hardware and/or Software and related documentation
supplied by us;
OECD - Organisation for Economic Co-operation and
Development;
Order Form - our standard local order form or schedule (whether in
written or electronic form) listing the Services ordered
by you at the relevant Site and accepted by us under
the Agreement;
Quarter Date - the first day of the months of January, April, July and
October in each calendar year;
Recipient Location* - any of your offices or any of the offices of a Subsidiary
of yours, in both cases other than the Site, receiving
Information under paragraph 2.2 of the Reuters Business
Principles;
Reuters Business - the document which sets out the conditions which apply
Principles to the supply and use of the Services as amended by
us from time to time in accordance with Clause 12.4;
Reuters Group - Reuters Group PLC and any of its Subsidiaries;
Service(s) - the services supplied by us under the Agreement which
include the provision of Information and/or Materials and
Support;
Service Fees - the fees determined and charged by us for the supply of
the Services (including fees charged by us for specialist
data Services);
Service Fees
Adjustment Allowance - the amount by which you may reduce the Service Fees in
any calendar year as calculated in accordance with Clause
5.1;
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Site(s) - any location of yours or any of your Subsidiaries
to which the Services are supplied directly by us
as specified in Schedule B (as updated from time
to time in accordance with Clause 6.9);
Slave Display* - a view-only display without the ability to request and
control access to Information;
Software - software or any part of it and related documentation,
whether it is an ancillary part of a Service and enables
such Service to be used, or whether the rental of such
software itself constitutes the Service. Software also
includes upgrades and enhancements;
Subsidiary - a Company in which another Company owns directly or
indirectly more than 50% of the issued share capital and
over which it exercises effective control;
Support - Maintenance and other support provided by us or our
nominee as specified in the Support section of the
Reuters Business Principles;
System* - any system that is used to access and display data that
may include Information;
Test Products* - a Reuters Terminal with open DDE or a Datafeed Service
supplied by us for testing purposes in order to enable
you to develop your own applications capable of using
Information (e.g. RT Testplus, Testserver or Testfeed
Plus);
Your System* - any System used by you where we do not control the
number of Interactive Accesses and Slave Displays of
such data.
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INTERPRETATION
"We" "You"
Except where used in expressions such as "both of us", "each of us", "either of
us', "our respective" (in which case the Agreement refers to both you and us).
references in the Agreement to "we", "our" or "us" are references to Reuters
Limited or, where in the Agreement the context requires, the Company to which
the rights and obligations of Reuters Limited are assigned under Clause 2 of the
Contract, or, in the case of Clause 2.8, Reuters Services SA.
References in the Agreement to "you" or "your" are references to Instinet Global
Holdings, Inc. and/or, wherever in the Agreement the context so requires, any of
its Subsidiaries to which Services are supplied under the Agreement.
Reuters Business Principles
(a) The Reuters Business Principles form part of the Agreement. However, you
recognise that, to the extent that any services referred to in the Reuters
Business Principles are not eligible for inclusion in the Agreement (see
Clause 2.3), references to such services in the Reuters Business
Principles do not form part of the Agreement,
(b) The version of the Reuters Business Principles which is current at the
date of this Contract, and which forms part of the Agreement, is Version
1.1 - Reuters Global Agreement Version. References in the Contract to
specific paragraphs of the Reuters Business Principles are references to
paragraphs of that version. However, paragraphs may be re-numbered where
the Reuters Business Principles are amended from time to time in
accordance with Clause 12.4;
(c) You may at any Site or Recipient Location request a copy of any local
version of the Reuters Business Principles, or a version in a language
other than English, but any such copy will be for information only.
(d) We use certain terms in this Contract whose core definition is in the
Reuters Business Principles. For your convenience, we have reproduced
those terms in the Glossary as they are defined in Version 1.1 - Reuters
Global Agreement Version of the Reuters Business Principles. There are
certain other terms which are defined in
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the Reuters Business Principles whose definition in this Contract is
slightly different in order to conform with the other terms of the
Agreement. All the terms referred to in this paragraph (d) may be subject
to change from time to time in accordance with Clause 12.4 and they are
indicated in the Glossary by a "*" symbol.
1. COMMENCEMENT AND TERM
1.1 The Agreement will take effect on the Commencement Date and will continue
for as long as you receive Services, subject to Clause 1.2 below and to
the other cancellation and termination provisions of the Agreement.
1.2 Either of us may terminate the entire Agreement at any time by giving the
other not less than 24 months' notice in writing, expiring on the day
before any Quarter Date. Only one notice of termination under this Clause
1.2 can be in effect at any one time. A new notice of termination will
only be valid if an unexpired notice has already been withdrawn in
writing.
2. SCOPE OF THE AGREEMENT
2.1 We will supply the Services to you (and to your Subsidiaries) at the Sites
and you will pay the Charges and use the Services in accordance with the
Agreement.
2.2 The Service(s) at the Commencement Date for each of your Sites and
Recipient Locations and those of your Subsidiaries are set out in Schedule
A. After that date, additional Services will be specified in the relevant
Order Forms and/or related schedules.
2.3 For your information we will provide to you a list of our principal
services which are eligible and those which are not eligible for inclusion
in the Agreement as at the Commencement Date, and an updated list to you
on 1 July in each year, and to each Site on reasonable request from time
to time. Our rights to withdraw Services are set out in Clause 7.
2.4 Schedule B contains a list of all your Sites and Recipient Locations and
those of your Subsidiaries as at the Commencement Date. You represent and
warrant that, as at the date of the Agreement, Schedule B is complete and
correct and that the Companies listed in Schedule B are your
Subsidiaries.
2.5 (1) Where the Services are supplied to a Subsidiary of yours, you will
ensure that such Subsidiary is aware of the terms of the Agreement
and complies with such terms in respect of the relevant Site.
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(2) In the event of a material breach of the Agreement by any Subsidiary
of yours. we will inform you in writing of such breach as soon as is
reasonably practicable but this provision will not affect any of our
rights or remedies in respect of such breach under the Agreement.
2.6 Subject to Clause 2.7, the Services will be supplied to you either by us,
or, where the Reuters services covered by the Agreement are supplied by a
Subsidiary of ours in the relevant country or area, by that Subsidiary.
You agree that our rights and obligations under the Agreement with respect
to the supply of the Services in any such country or area will be assigned
to that Subsidiary from the Commencement Date or, where appropriate, from
the later date on which such Subsidiary starts supplying Services to you,
and you agree to such assignment. We will ensure and continue to ensure
that such Subsidiary is aware of the terms of the Agreement and will
comply with such terms in the relevant country or area from that date. We
will provide to you a list of our Subsidiaries supplying the Services at
the Sites on your reasonable request.
2.7 Where any Site is located in one of the countries or areas listed in
Schedule C, the Services will be supplied to you by a non-Reuters Group
Company as indicated in Schedule C, and our rights and obligations under
the Agreement will be assigned to such Company with respect to the supply
of the Services in that country or area and you agree to such assignment.
We will ensure that such Company is aware of the terms of the Agreement,
and will use reasonable endeavours to ensure that such Company complies
with such terms. We may at any time by notice in writing add to, delete
from or otherwise amend the contents of Schedule C.
2.8 The Services (other than those specified in the next sentence) supplied at
any Site located in France are provided through our branch Agence Reuter,
as agent for our Subsidiary Reuters Services SA, and we will ensure that
Reuters Services SA will comply with the terms of its obligations under
the Agreement in respect of such Services. We will however supply news
retrieval Services and stock and commodity quotation retrieval Services
directly through our branch Agence Reuter.
3. CHARGES
3.1 You will pay the Service Fees (subject to discount in accordance with
Clause 4) and the following related charges (where applicable) at each
Site and Recipient Location:
(a) installation, relocation and removal charges;
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(b) charges for Support not specifically covered by the Service Fees
under the Agreement;
(c) charges for communications facilities;
(d) charges for Information, Software and/or other services provided by
certain Information Providers and other third parties; and
(e) all applicable taxes and duties (including withholding tax but
excluding income taxes imposed on the income of the Reuters Group)
payable in respect of the Services, so that after payment of such
taxes and duties the amount received by us is not less than the
Service Fees (subject to any applicable discount under Clause 4).
3.2 The Service Fees at the Commencement Date for each of your Sites and
Recipient Locations and those of your Subsidiaries are set out in Schedule
A. After that date, the Service Fees for additional Services or those
relating to additional Interactive Accesses or Slave Displays will be as
specified in the relevant Order Forms and/or based on Access Declarations
and/or related schedules.
3.3 The total annual Dollar Service Fees at the Commencement Date are
US$13,437,598 (based on our current list price for the Services in the
country where each Site and Recipient Location is located). For the
purpose of calculating such Dollar Service Fees, any amounts in currencies
other than United States Dollars have been converted into United States
Dollars at the Conversion Rates published on 27 October 2000.
3.4 After the Commencement Date the Service Fees for new or additional
Services or those relating to new or additional Interactive Accesses and
Slave Displays. whether at the same or at any other Sites or Recipient
Locations (including Services supplied at Sites or Recipient Locations at
the time of their inclusion in the Agreement under Clause 6.1), will be at
our then current list price for the relevant country.
3.5 The Service Fees for each Service are payable at the relevant Site or
Recipient Location from the Commencement Date or, if later, from the date
that Service is first made available to you at that Site or Recipient
Location.
3.6 The Service Fees will be invoiced to you at each Site or Recipient
Location quarterly in advance on each of the Quarter Dates, or otherwise
in accordance with our standard invoicing practice in the relevant
country, as agreed between us. Where a Service is first made available to
you after the Commencement Date on a date other than a Quarter Date, the
first quarterly Service Fees will be invoiced pro rata for the period from
that date to the next Quarter Date.
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3.7 We will invoice you Access Fees for each quarter (or other relevant
billing period) on the basis of the number of Interactive Accesses or
Slave Displays actually declared in your Access Declaration for the
previous quarter, subject to Clauses 5.4 and 8.2 and to the provisions of
paragraph 2.2.3 of the Reuters Business Principles.
3.8 (a) The Service Fees will be invoiced and payable in the currencies
shown in Schedule A and subsequently in Order Forms for the relevant
Sites or Recipient Locations except that, for Services supplied or
made available to Sites or Recipient Locations located in:
(i) India: the Service Fees will be invoiced in Indian Rupees at
the Foreign Exchange Dealers' Association of India's
Rupee/United States Dollar exchange rate, prevailing on the
invoice date of the appropriate Quarter Date; and
(ii) Brazil: the Service Fees will be invoiced in Brazilian Reals
at the Banco Central do Brazil Official Commercial Rate for
the Real/United States Dollar exchange rate on the invoice
date.
(b) The adoption of the Euro as a lawful currency by any Member State of
the European Union or by any other country is referred to in this
Clause 3.8 as a "Euro Event";
(c) Where a Euro Event occurs in a country we shall be entitled to elect
that all contractual obligations under the Agreement in such country
(or in other countries where we invoice you at the time in the
national currency of such country), be converted from the existing
contractual currency to the Euro. Any such election is referred to
in this Clause 3.8 as a "Currency Change";
(d) We shall give you not less than 30 days' notice of a Currency
Change;
(e) In the case of a Currency Change,
(i) the relevant index for the purpose of the definition of the
"Agreed Level" will become, as soon as it is available, the
OECD All Items Rate of Change index for that country based on
the Euro, failing which the relevant official government
consumer price index to the extent that it is based on the
Euro;
(ii) the relevant index for the purpose of discount reassessment in
Clause 4.7 will become, as soon as is available, the OECD All
Items Total (excluding high inflation) Index using the Euro in
countries where a Euro Event has occurred;
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(iii) if, in any country where a Euro Event has occurred. you remain
entitled by law to fulfil your contractual obligations under
the Agreement in the alternative lawful national currency
despite our Currency Change, we reserve the right to invoice
you in respect of any costs we may incur in converting Charges
paid by you in that currency into the Euro.
3.9 If necessary, you agree to obtain or co-operate with us in obtaining any
consent required to enable you to pay the Service Fees in the currencies
in which they are invoiced in accordance with Clause 3.8.
3.10 You will pay all Charges and other amounts owed by you under the Agreement
within 30 days of the date of the invoice.
3.11 We may once a year by notice in writing adjust, or change the basis of
calculation of, the Service Fees in respect of any Site or Recipient
Location with effect from 1 January in the following calendar year. We
will give notice of such adjustment or change to each affected Site or
Recipient Location no later than 15 days after the relevant Annual
Reassessment Date. The Service Fees for any Service at a Site or Recipient
Location will not exceed our list price for that Service in the relevant
country for the calendar year following such notification. If the
resulting percentage increase in the total Service Fees payable in respect
of all the Services supplied at a single Site or made available to a
single Recipient Location (other than specialist data Services) is greater
than the Agreed Level at the date of notification, you may by notice in
writing within 30 days of the date of our notice cancel any Service or
reduce any access at the relevant Site or Recipient Location whose Service
Fees have increased by a percentage greater than the Agreed Level. Such
cancellation or reduction will take effect on the date the increase in the
Service Fees becomes effective.
3.12 We will endeavour to provide reasonable notice of any change to the
related charges referred to in Clause 3.1(a) to (e) but you agree that
they may change without notice if a change is imposed on us by any third
party. You recognise in particular that adjustments to, or to the basis of
calculation of, Charges referred to in Clause 3.1(d) and the Service Fees
for specialist data Services may have to be made (where the same
adjustment is imposed by the relevant Information Provider on us), on
dates other than those set out in Clause 3.11. Notwithstanding the above,
we will provide notice of any change in the charges for specialist data
Services imposed on us by an Information Provider promptly after our
receipt of notice of such change from such Information Provider and you
will be entitled to terminate the affected specialist data Service
effective 90 days after our delivery of such notice.
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3.13 (a) In addition to our rights under Clause 3.11, we may adjust the
Service Fees at any time on 90 days' notice in writing, if and only
to the extent that:
(i) we are required to pay to any governmental, quasi-governmental
or regulatory authority or agency any fee or levy calculated
by reference to and directly related to all or part of the
Service Fees (not being taxes or duties referred to in Clause
3.1(e)); or
(ii) the amount of any such fee or levy is increased.
(b) You acknowledge and accept that:
(i) any increase in accordance with Clause 3.13(a) may be made on
dates other than those set out in Clause 3.11; and
(ii) the resulting increase in the Service Fees due to the
operation of Clause 3.13(a) in any year may be greater than
the Agreed Level and, if so, you will not have the right under
Clause 3.11 to cancel any Services whose Service Fees have
increased by a percentage greater than the Agreed Level.
3.14 Where any Service or part of a Service is terminated, cancelled or
withdrawn in any of the circumstances listed in Clause 5.5(b) we will
promptly credit you the Service Fees paid in advance against payment of
the Service Fees for the other Services supplied under the Agreement.
4. DISCOUNT
4.1 The Service Fees will be discounted in accordance with this Clause 4,
except for Service Fees payable in respect of:
(a) specialist data Services;
(b) Test Products;
(c) any services which become eligible for inclusion in the Agreement
after the Commencement Date, to the extent that we notify you that
the relevant Service Fees will not be discountable to any client of
ours who is subject to terms that are identical or substantially
similar to the terms of the Agreement; and
(d) any Services to the extent that we notify you on at least 6 months'
notice in writing that with effect from 1 January in the following
calendar year, the relevant Service Fees will no longer be
discountable for any of our clients
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who subscribe to services under our global agreement scheme: you may
by notice in writing cancel any such Service with effect from the
date on which the Service Fees cease to be discounted.
4.2 The Discount Rate is established by reference to:
(a) the bands set out in Schedule D, as amended from time to time under
Clause 4.7; and (subject to Clause 4.8)
(b) (i) the total annual Dollar Service Fees at the Commencement Date
as set out in Clause 3.3;
(ii) the total annual Dollar Service Fees at each Annual
Reassessment Date; and
(iii) the total annual Dollar Service Fees at each Discount
Adjustment Date where this amount has increased or decreased
by 20% or more, compared with the total annual Dollar Service
Fees at the Commencement Date or the most recent Annual
Reassessment Date whichever is the later.
4.3 For the purpose of calculating the Dollar Service Fees any amounts in
currencies other than United States Dollars will be converted into United
States Dollars at the Conversion Rates
(a) published on the Monday (being a business day in the United Kingdom)
immediately preceding that Annual Reassessment Date (in the case of
Clause 4.2(b)(ii)); and
(b) used on the most recent Annual Reassessment Date (in the case of
Clause 4.2(b)(iii)).
4.4 The Discount Rate established under Clause 4.2(b)(iii) at any Discount
Adjustment Date will apply to the Discountable Service Fees payable from 1
July to 31 December in that year. Subject to this, the Discount Rate
established under Clause 4.2
(a) at the Commencement Date will apply to the Discountable Service Fees
payable from 1 January 2001 to the end of that calendar year;
(b) at each Annual Reassessment Date will apply to the Discountable
Service Fees payable for the following calendar year.
4.5 In accordance with Clauses 4.2, 4.3 and 4.4, the Discount Rate which
applies to the Discountable Service Fees from the Commencement Date and
for 2001 is 16.8%.
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4.6 The Discount Rate will be applied at each Site or Recipient Location to
the Discountable Service Fees payable at that Site or Recipient Location.
4.7 We may once a year after the Annual Reassessment Date increase the
threshold levels of the discount bands specified in Schedule D, to be used
for any recalculation of the Discount Rate in accordance with Clause 4.2
in the following calendar year. Any such increase will be by an amount
equal to the percentage increase in the OECD All Items Total (excluding
high inflation) index most recently published before the Annual
Reassessment Date compared with that index published 12 months earlier;
except that we may increase the threshold levels by an amount in excess of
the increase in that index, in which case you may give 12 months' notice
to terminate the Agreement.
4.8 We reserve the right to revise the calculation of the total annual Dollar
Service Fees calculated as at any Annual Reassessment Date or Discount
Adjustment Date if you place an order for the supply of additional
Services before such date and cancel such order before we make the
relevant Services available to you.
4.9 (a) If:
(i) at any Quarter Date (the "Disqualifying Date") the annual
Dollar Service Fees (before any discounts are calculated) for
any reason have fallen below the threshold level of the lowest
discount band set out in Schedule D as amended from time to
time in accordance with Clause 4.7 (the "Threshold Lever)
which is then current; and
(ii) the annual Dollar Service Fees remain below that level on the
Quarter Date following the Disqualifying Date
then Clause 4.9(b) and (c) will apply;
(b) with effect from the Quarter Date referred to in Clause 4.9(a)(ii)
the Discountable Service Fees will not be discounted in accordance
with this Clause 4;
(c) we will serve a notice within 30 days of the Quarter Date following
the Disqualifying Date to terminate the Agreement, in accordance
with Clause 1.2, except that the Agreement will terminate 24 months
after the Disqualifying Date unless Clause 4.9(d) applies;
(d) if at any time (the "Requalifying Date") the annual Dollar Service
Fees subsequently increase above the Threshold Level which is then
current and continuously remain above the current level until the
second Quarter Date
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after the Requalifying Date then with effect from that Quarter Date
(i) the Discountable Service Fees will be discounted in accordance
with this Clause 4, and
(ii) the notice of termination under Clause 4.9(c) will be
withdrawn;
(e) For the purposes of measuring the Dollar Service Fees against the
Threshold Level under Clauses 4.9(a) and (d). any amounts in
currencies other than United States dollars will be converted into
United States dollars using the Conversion Rates used at the
Commencement Date or the most recent Annual Reassessment Date as
appropriate.
4.10 As soon as reasonably practicable after each Annual Reassessment Date (or
Discount Adjustment Date if appropriate), we will provide you with:
(a) documentation for information purposes which will reflect the
monthly Service Fees (before discount) broken down by Site or
Recipient Location and by Service as at the relevant Annual
Reassessment Date (or Discount Adjustment Date if appropriate),
together with a breakdown of the monthly Dollar Service Fees for
each Site and Recipient Location as at that date;
(b) written notification of the Discount Rate applicable for the next
calendar year (or from 1 July to 31 December if appropriate); and
(c) a Schedule D revised to take into account any amendments made in
accordance with Clause 4.7.
5. AUTHORISED CANCELLATIONS
5.1 You will be entitled, subject to the provisions of this Clause 5, to an
annual allowance for reductions in the Service Fees ("Service Fees
Adjustment Allowance") in the following amount:
(a) in the period from the Commencement Date to 31 December in that
year, an amount equal to 25% of your total annual Dollar Service
Fees at the Commencement Date. Where the Commencement Date is not 1
January this amount will be reduced on a pro-rata basis by reference
to the number of months in that period;
(b) in each following calendar year, an amount equal to 25% of your
total annual Dollar Service Fees calculated as at the Annual
Reassessment Date in the previous calendar year (subject to any
revision in accordance with Clause 4.8).
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5.2 You may at any time cancel any of the Services at any Site and/or reduce
the number of Interactive Accesses or Slave Displays having access to a
Datafeed Service at a Site or Recipient Location and the Service Fees
will be reduced accordingly:
(i) on the expiry of a notice given under Clause 5.2(a) for
Service Fees other than Access Fees, or
(ii) on the commencement of the Quarter Date (or other relevant
billing period) following the receipt of the Access
Declaration referred to in Clause 5.2(b) for Access Fees, as
the case may be,
provided that:
(a) in the case of cancellation of Services you give us 90 days' notice
in writing:
(b) in the case of any reduction in Interactive Accesses or Slave
Displays you declare the reduction in the next Access Declaration;
(c) you have paid in full all Charges payable in respect of Services
supplied at or accessed at the relevant Site or Recipient Location
on the date of such notice or Access Declaration;
(d) you will be invoiced for the cancelled Services up to the date upon
which the cancellation takes effect under Clause 5.2(a); and
(e) as at the date of the notice or Access Declaration, the reduction in
your total annual Dollar Service Fees (based on the monthly Dollar
Service Fees on that date), when added to the reduction resulting
from previous cancellations or reductions under this Clause 5.2 in
the same calendar year. does not exceed your Service Fees Adjustment
Allowance for that year.
5.3 For the purpose of:
(a) calculating the Service Fees Adjustment Allowance the Conversion
Rates used will be those referred to in Clause 3.3 or 4.3 (as
appropriate);
(b) measuring reductions in the Dollar Service Fees against the
Service Fees Adjustment Allowance under Clause 5.2(e), the
Conversion Rates used will be those which were used in accordance
with Clause 5.3(a) to establish the relevant Service Fees
Adjustment Allowance.
5.4 The provisions of paragraphs 2.2.3(b), (C) and (d) of the Reuters Business
Principles relating to the "Access Fee Adjustment Allowance" (as defined
in the Reuters Business Principles), do not apply in respect of your Sites
and Recipient Locations or
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those of your Subsidiaries, as they are superseded by the provisions of
this Contract relating to the Service Fees Adjustment Allowance. Paragraph
2.2.3(b) of the Reuters Business Principles is replaced by Clause 3.7 of
this Contract.
5.5 For the purpose of measuring reductions in the total annual Dollar Service
Fees against the Service Fees Adjustment Allowance under Clause 5.2(e):
(a) any reductions in the Service Fees resulting from cancellations of
Services or reductions in Interactive Accesses or Slave Displays
will be offset by any previous increases in the Service Fees in the
same calendar year resulting from any additional Services or
additional Interactive Accesses or Slave Displays;
(b) no account will be taken of any reduction in the Service Fees in any
of the following circumstances:
(i) your cancellation of a Service as a result of our decision to
exclude that Service from the Agreement under Clause 2.3;
(ii) your cancellation of a Service or reduction of an access
following an increase of the Service Fees above the Agreed
Level under Clause 3.11;
(iii) your cancellation of a Service which ceases to be discountable
under Clause 4.1(d);
(iv) your cancellation of a specialist data Service or a Test
Product;
(v) a Site becoming an ex-Site where we continue to supply
services to the ex-Site subject to the conditions set out in
Clause 6.8;
(vi) where you cancel a Service for our material breach under
Clause 7.1;
(vii) our withdrawal of a Service under Clause 7.6;
(viii) our cancellation under Clause 7.7 of a Service due to
modification, termination or breach of a third party agreement
or due to some illegality;
(ix) cancellation of a Service by either of us for force majeure
under Clause 11.6;
(x) your cancellation of a Service under Clause 12.4(b) following
our
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amendment of the Reuters Business Principles;
(xi) your cancellation of "Remote Access", as defined in paragraph
2.5.1(d) and in accordance with paragraph 2.5.3 of the Reuters
Business Principles,
(xii) our removal of Materials under paragraph 4.1.7(b) of the
Reuters Business Principles following a third party claim of
infringement of intellectual property right;
(xiii) your cancellation of "RMM" or "RMV", as referred to in
paragraph 6.9 and in accordance with paragraph 6.9.6 of the
Reuters Business Principles;
(xiv) your cancellation of "LXT", as referred to in paragraph A.4
and in accordance with paragraph A.4.2 of the Reuters Business
Principles.
5.6 We will notify you in writing where the Service Fees for any Service not
previously supplied under the Agreement will not be taken into account for
the calculation of the Service Fees Adjustment Allowance.
5.7 As soon as reasonably practicable after each Annual Reassessment Date we
will notify you in writing of the Service Fees Adjustment Allowance
applicable for the following calendar year.
6. ADDITIONS AND DELETIONS OF SITES AND RECIPIENT LOCATIONS
6.1 If at any time after the Commencement Date:
(a) another Company receiving our services becomes your Subsidiary or
(b) you wish to include in the Agreement any of your offices or offices
of Subsidiaries not then receiving Services under the Agreement,
we will supply the Services to the relevant office(s) in accordance with
the Agreement if the conditions set out in Clause 6.2 are satisfied.
6.2 The conditions referred to in Clause 6.1 are:
(a) receipt by us of written confirmation that the office seeking
inclusion is your office or that of a Subsidiary;
(b) where we do not already offer the relevant services in the proposed
location,
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<PAGE> 21
you agree that we may decline to supply the Services to that
location where, in our reasonable opinion, installation and supply
of such services would require an unacceptable usage of our
technical resources.
6.3 The Services will be supplied to the new Site or Recipient Location under
the Agreement and we will apply the discount to the Discountable Service
Fees and invoice the Service Fees with effect from the date on which the
conditions set out in Clause 6.2 are satisfied.
6.4 The Service Fees for the new Site or Recipient Location will be taken into
account in our recalculation of your Discount Rate on the first Annual
Reassessment Date or Discount Adjustment Date following the date referred
to in Clause 6.3.
6.5 You will notify us in advance and as soon as practicable if any Company
receiving the Service under the Agreement ceases to be a Subsidiary of
yours, or if any one of the locations listed in Schedule B ceases to be a
Site or Recipient Location controlled by you or any of your Subsidiaries
(an "ex-Site").
6.6 In the case of a disposal of an ex-Site to a third party we recognise the
potential sensitivity of the information referred to in Clause 6.5 and you
will notify us as soon as practicable after signature of the agreement to
dispose of the ex-Site, or (if it is legally necessary to announce
publicly the transaction) after public announcement of such a transaction
(whichever is the earlier). Where there is a delay between signature of
the agreement and completion of the transaction, you will keep us informed
of the intended completion date for such transaction, any changes to such
intended date, and the actual completion date.
6.7 You will remain responsible for all amounts owing under the Agreement in
respect of the relevant ex-Site until the relevant Services are no longer
supplied to the ex-Site under the Agreement.
6.8 (a) Subject to Clause 6.8(b), where a Site becomes an ex-Site this will
be treated as a cancellation of the relevant Services, and the
Service Fees will be reduced accordingly.
(b) If we continue to provide the relevant ex-Site with services without
any interruption, the cancellation will only be taken into account
for the purpose of measuring it against the Service Fees Adjustment
Allowance to the extent that the United States Dollars service fee
value of these services (at the then current list prices) is less
than the Dollar Service Fees for the Services deemed to be cancelled
under this Clause 6.8 (using Conversion Rates as at
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<PAGE> 22
the Commencement Date or the last Annual Reassessment Date,
whichever is later.
6.9 We will re-issue by 15 August in each year an updated Schedule B listing
all the Sites and Recipient Locations including all new Sites and
Recipient Locations and excluding all ex-Sites, according to the
information available to us, and you will confirm in writing within 30
days that the contents of the updated Schedule B are complete and correct
and that all the Companies listed on such Schedule are your Subsidiaries.
7. TERMINATION AND OTHER REMEDIES
7.1 Subject to Clause 7.4, if either of us is in breach of any of its material
obligations under the Agreement and fails to remedy such breach (if
capable of remedy) within 30 days of a request in writing to do so (or in
the case of Clause 3.10, 30 days after your receipt of an overdue notice
from us), the other party may terminate the affected Service(s) at the
relevant Site.
7.2 Either of us may terminate the Agreement immediately and without notice
if:
(a) the other enters into a composition with its creditors;
(b) an order is made for the winding up of the other;
(c) an effective resolution is passed for the winding up of the other
(except for the purposes of amalgamation or reconstruction on terms
approved by the first party (such approval not to be unreasonably
withheld));
(d) the other has a receiver, manager, administrative receiver or
administrator appointed in respect of it; or
(e) the other has suffered any other similar insolvency or bankruptcy
event under applicable local law.
7.3 If you are a partnership. we may terminate the Agreement immediately and
without notice in the event that any partner within your partnership
suffers an act of bankruptcy or has a petition or receiving order in
bankruptcy or any equivalent or analogous proceedings, presented or made
against him or her under any applicable law.
7.4 In addition to any other remedies to which we may be entitled, a breach by
you of paragraph 2.2 of the Reuters Business Principles, or of your
obligations under any licence of Software in the Agreement (a "Software
Licence Breach"), will entitle us to
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the following rights:
(a) we will notify you in writing of such a breach. In the event that
you are unable to establish to our reasonable satisfaction that you
have successfully stopped the breach at the relevant Site(s) or
Recipient Location(s) (the "Location in Breach") within
(i) 30 days of such notice in the case of a breach of paragraph
2.2 of the Reuters Business Principles, and
(ii) 72 hours of such notice in the case of a Software Licence
Breach, Clause 7.4(b) will apply;
(b) we may cancel by notice in writing with immediate effect the
affected Service(s) or any part of such Service(s) at such Sites or
Recipient Locations as we may deem necessary to ensure that no such
further breaches occur at the Location in Breach. In particular:
(i) in the case of a breach of paragraph 2.2 of the Reuters
Business Principles dealing with redistribution of
Information, we may stop delivering the affected Service(s) or
part of the Service(s) to the Site lawfully redistributing the
same to the Location in Breach, where you have exercised your
right to redistribute Datafeed Services under paragraph 2.2.3
of the Reuters Business Principles; and
(ii) in the case of a Software Licence Breach, we may withdraw the
affected licence and cancel the affected Service(s) or part of
the Service(s) at the Location in Breach; and
(c) whether or not you have successfully stopped the breach of paragraph
2.2 of the Reuters Business Principles or the Software Licence
Breach, as the case may be, within the notice periods set out in
Clause 7.4(a), we will have the right to terminate the whole
Agreement on 30 days' notice in writing where there have been three
or more such breaches within any twelve month period.
7.5 In addition to the above, if you materially breach the Agreement, we may
immediately suspend the Services in whole or in part at the relevant
Site(s) without penalty until the breach is remedied.
7.6 We may on 6 months' notice in writing cease providing any Service at any
Site if we
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withdraw such Service from all our clients in the country where such Site
is located. The Agreement will continue in respect of all Services not
withdrawn.
7.7 We may cancel a Service or a part of a Service, as the case may be, by
notice in writing if the provision of all or part of that Service:
(a) depends on an agreement between the Reuters Group and a third party.
and such agreement is modified or terminated for any reason or
breached by the third party and as a result we are unable to
continue to provide all or part of that Service upon terms
reasonably acceptable to us; or
(b) becomes illegal or contrary to any rule, regulation, guideline or
request of any exchange or regulatory authority.
7.8 The following will continue to apply after termination of the Agreement,
or termination or cancellation of the Services at a particular Site:
(a) all disclaimers, indemnities and restrictions relating to the
Services;
(b) our rights of access to the Sites or Recipient Locations to remove
the Materials, and to confirm deletion of any Software or
Information at the relevant Site(s) (unless both of us agree
otherwise);
(c) the confidentiality undertaking in Clause 10.
8. UNAUTHORISED CANCELLATION AND TERMINATION - CONSEQUENCES
8.1 Subject to any other terms imposing additional liability, where you
purport to cancel a Service on less than 90 days' prior notice in writing
in breach of Clause 5.2(a), we will invoice you and you will pay the
Service Fees payable over the full 90 days.
8.2 Subject to any other terms imposing additional liability, where you
purport to cancel a Service or reduce the number of Interactive Accesses
or Slave Displays and such cancellation or reduction has the effect of
reducing the annual Dollar Service Fees in excess of the Service Fees
Adjustment Allowance in breach of Clause 5.2(e) (subject always to the
other provisions of Clause 5), we will invoice you and you will pay the
Service Fees payable in respect of that Service or those accesses (to the
extent that they exceed the Service Fees Adjustment Allowance) until the
earlier of the events described in paragraphs (a) and (b) below:
(a) you contract for additional Services or declare additional accesses
which have a United States Dollars service fee value equal to or in
excess of the Dollar Service Fees payable for the Services cancelled
or accesses reduced in excess of the Service Fees Adjustment
Allowance permitted by Clause
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5.2(e) (using the Conversion Rates which were used to establish the
relevant Service Fees Adjustment Allowance in accordance with Clause
5.3(a)), or
(b) the end of the year in which the cancellation or reduction took
place (or the end of the cancellation notice period if later),
provided that the Service Fees Adjustment Allowance for the
following year is sufficient to cover the cancellation or reduction
that had been in excess of the previous year's Service Fees
Adjustment Allowance. The Service Fees Adjustment Allowance in the
following year will be proportionally reduced to take account of the
cancellations or reductions which had been in excess of the previous
year's Service Fees Adjustment Allowance.
Where the entire Service Fees Adjustment Allowance for the following year
would not be sufficient to cover the cancellation or reduction, we will be
entitled to liquidated damages calculated in accordance with Clause 8.4,
with credit given for Service Fees paid under this Clause 8.2 during the
year of the cancellation or reduction.
8.3 If we exercise our right to terminate affected Service(s) at a Site for
your breach under Clauses 7.1 or 7.4, then, in addition to any other
remedies to which we may be entitled, this termination will be treated as
a cancellation which will be measured against your Service Fees Adjustment
Allowance (subject to Clause 5.5(a)), and Clause 8.1, and, where
appropriate, Clause 8.2, will apply.
8.4 Where you purport to terminate the Agreement on notice, but in breach of
Clause 1.2, or we terminate the Agreement for your breach in accordance
with Clause 7.4(c), then, in addition to any other remedies to which we
may be entitled, we will be entitled to liquidated damages equal to the
total Dollar Service Fees (as calculated in accordance with Clause 3.3 or
Clause 4.3) payable from the date of the termination to the expiry of the
24 months' notice period set out in Clause 1.2 less:
(a) a reduction in the Dollar Service Fees which, when added to any
reduction previously effected in that calendar year in accordance
with Clause 5.2, will equal the aggregate Service Fees Adjustment
Allowance over that notice period;
(b) your discount over that notice period (as revised in accordance with
Clause 4.7, but using the current year's discount bands);
(c) an amount in respect of benefits to us from saved administration and
other costs, equal to 30/c per annum of the relevant Dollar Service
Fees (as reduced under paragraphs (a) and (b) of this Clause 8.4);
and
(d) an amount in respect of accelerated receipt calculated by
discounting at 5%
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per annum the relevant Dollar Service Fees (as reduced under
paragraphs (a) to (c) of this Clause 8.4).
We both agree that this constitutes a realistic pre-estimate of our loss
and is not intended to be a penalty.
8.5 Where you pay liquidated damages in accordance with Clause 8.4 and you
re-contract for Services within 3 months of the date of termination or
cancellation, we will give you credit for the resulting mitigation of our
loss (in such a way as we may both agree in writing).
9. LIABILITY
9.1 Although we will use all reasonable endeavours to ensure the accuracy and
reliability of the Services, you accept that neither we nor any member of
the Reuters Group nor any Information Provider nor any other third party
supplier will be liable for any loss or damage in connection with the
provision of or failure to provide the Services, except as set out in this
Clause 9.
9.2 We accept liability for:
(a) death or personal injury caused by our negligence;
(b) physical loss or damage to any Site caused by our negligence;
(c) any other direct loss or damage caused by our gross negligence or
wilful misconduct.
To the extent permitted by law and except for Clause 9.2(a). under no
circumstances will our liability under the Agreement in respect of any one
claim exceed the annualised Service Fees at the relevant Site(s) (based on
the monthly Service Fees at the time the event giving rise to the claim
took place), regardless of the cause or form of action.
9.3 TO THE EXTENT PERMITTED BY LAW, EXCEPT AS EXPRESSLY STATED IN THIS
AGREEMENT, ALL EXPRESS OR IMPLIED CONDITIONS, WARRANTIES OR UNDERTAKINGS,
WHETHER ORAL OR IN WRITING, IN LAW OR IN FACT, INCLUDING WARRANTIES AS TO
SATISFACTORY QUALITY AND FITNESS FOR A PARTICULAR PURPOSE, ARE EXCLUDED.
9.4 EXCEPT FOR CLAUSE 9.2(a), NEITHER PARTY TO THE AGREEMENT, NOR ANY MEMBER
OF THE REUTERS GROUP, ANY INFORMATION PROVIDER OR ANY OTHER THIRD PARTY
SUPPLIER, WILL BE LIABLE TO THE OTHER PARTY TO THE AGREEMENT OR TO ANY
THIRD PARTY FOR ANY INDIRECT, SPECIAL OR
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CONSEQUENTIAL LOSS OR DAMAGE ARISING OUT OF THE AGREEMENT OR THE SERVICES.
9.5 You will indemnify us against any direct loss or damage caused to the
Materials, except to the extent such loss or damage is caused by our
negligence or wilful misconduct.
9.6 You will indemnify us against any direct loss, damage or cost in
connection with any claim or action which may be brought by any third
party against us relating to any use of or access to the Information
contributed by you to the Services.
9.7 You will indemnify us for any loss or damage or cost in connection with a
claim or action resulting from:
(a) any failure to supply Access Declarations,
(b) any inaccurate Access Declarations, and/or
(c) you permitting access or redistributing Information inside or
outside the Site (including, without limitation, over the public
internet and/or your intranets) beyond the rights which we have
specifically granted to you in the Reuters Business Principles.
9.8 You agree that this Clause 9 is enforceable by and for the benefit of
members of the Reuters Group, Information Providers and other third party
suppliers.
9.9 Nothing in this Agreement is intended to affect your statutory rights in
Australia such as those in the Trade Practices Act 1974.
10. CONFIDENTIALITY
10.1 Each of us acknowledges that information of a confidential nature relating
to the business of the other may be disclosed to it or otherwise come to
its attention. Each of us undertakes to hold such information in
confidence and not, without the consent of the other, to disclose it to
any third party nor to use it for any purpose other than in the
performance of the Agreement.
10.2 This obligation of confidentiality will not apply to information that:
(a) is generally available to the public through no act or omission of
the receiving party, or
(b) becomes known to the receiving party through a third party without
breaching any obligation of confidentiality, or
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(c) is developed by the receiving party independently of the disclosing
party without use of the Confidential Information.
The obligation of confidentiality also will not apply to information that
is required to be disclosed by law, court order or request by any
government or regulatory authority, provided that, prior to complying with
any such request, the receiving party will (1) use reasonable efforts to
give the disclosing party prompt notice of such request so that it may
seek an appropriate protective order or other remedy and (2) consult with
the disclosing party as to the advisability of taking legally available
steps to resist or narrow such a request. The receiving party will
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 the information, the receiving party may make such disclosure
without liability under the Agreement provided that the receiving party
uses 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,
shall use reasonable efforts to obtain reasonable assurances that
confidential treatment will be accorded such information.
10.3 This undertaking will be binding for as long as such information retains
commercial value.
10.4 Each of us agrees that the obligation of confidentiality contained in
Clause 10.1 also applies to
(i) the terms of the Agreement (as amended from time to time), and
(ii) our discussions relating to any amendments to the Agreement
and to any new agreement replacing the Agreement.
In addition, no public announcement, press release, communication or
circular (other than to the extent required by law or regulation)
concerning the Agreement will be made or sent by either of us without the
prior consent of the other. This consent will not be unreasonably
withheld.
11. GENERAL
11.1 (a) Subject to Clauses 11.1(c) and (d) all notices will be sent by
registered mail or facsimile transmission or delivered in person to
the addresses specified in the Contract or such other address as may
be notified for the purposes of this Clause.
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(b) Notices will be deemed to be received 5 business days after being
sent or on proof of delivery whichever is the earlier.
(c) We may send to the relevant Sites or Recipient Locations any notices
under Clause 3.11 and any notices referred to in the Reuters
Business Principles with a copy to the main contact and Office of
the General Counsel. as follows:
(MAIN CONTACT AND GC DETAILS TO BE PROVIDED]
(d) We may electronically send you any notice referred to in Clauses
12.4(a) and (d) and in the Reuters Business Principles.
11.2 Subject to our rights under Clauses 2.6, 2.7 and 2.8, neither of us may
assign its rights or duties under the Agreement without the prior written
consent of the other.
11.3 The Agreement will be governed by and construed in accordance with English
Law. Both of us submit to the non-exclusive jurisdiction of the English
Courts for the resolution of any dispute which may arise between you and
us. No translation of the Agreement out of the English language will have
any legal validity.
11.4 If any term of the Agreement that is not fundamental is found to be
illegal or unenforceable, this will not affect the validity or
enforceability of the remainder of the Agreement.
11.5 If either of us delays or fails to exercise any right or remedy under the
Agreement. that party will not have waived that right or remedy.
11.6 Neither of us will be held liable for any loss or failure to perform any
obligation (other than a payment obligation where you are still receiving
all or part of the Services), due to circumstances beyond its reasonable
control. Should such circumstances continue for more than 3 months, either
of us may cancel any affected Service immediately by notice in writing
without penalty.
11.7 You agree that we, certain Information Providers and our agents will be
entitled to have access to the Sites and Recipient Locations upon
reasonable notice, during business hours and so as not to unduly interfere
with your business, to verify your compliance with the Agreement. During
the verification, we and our agents will comply with your reasonable
requirements relating to security and confidentiality, including your
having an appropriate level employee present during such verification on
the relevant Sites and/or Recipient Locations.
11.8 Your personnel will accompany our personnel while entering and leaving any
of the
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Sites or Recipient Locations for any purpose connected with the Agreement.
You will take use the same precautions for our personnel as for your
personnel to ensure the health and safety of our personnel whilst at such
locations.
11.9 If there is any conflict between the terms of the Contract and the terms
of the Reuters Business Principles, the terms of the Contract will
prevail.
12. ENTIRE AGREEMENT - REUTERS BUSINESS PRINCIPLES
12.1 You acknowledge and agree that:
(a) you have been provided with a copy of the Reuters Business
Principles:
(b) you have read the Reuters Business Principles and agree with its
contents to the extent that they apply to the Services; and
(c) the Reuters Business Principles (to the extent that they apply to
the Services and that provisions of the Reuters Business Principles
are not specifically excluded and/or amended in this Contract) and
any Order Form form an integral part of the Agreement.
12.2 This Agreement replaces from the Commencement Date (or, for the purposes
of Clause 6.3, from the later date on which the Services are first made
available to you under the Agreement at the new Site) any previous
agreement(s) between you and us in respect of the supply by us of services
at the Sites, to the extent that such services are eligible for inclusion
into the Agreement. You will pay any amounts outstanding under such
agreement(s) in respect of such services or the due proportion of any
service fees to the Commencement Date (or such later date referred to
above). We will refund or credit you any service fees or the due
proportion of any such service fees paid in advance under such
agreement(s) for such services in respect of any period from the
Commencement Date (or such later date referred to above).
12.3 The Agreement contains our and your entire understanding regarding its
subject matter. In entering into the Agreement, you have not relied upon
any warranty or representation (except in the case of fraud) made by us
other than those set out in the Agreement.
12.4 (a) In order to take account of new policies or changes to existing
policies, in both cases solely within our control, we may once a
year amend the Reuters Business Principles by giving you 3 months'
notice in writing no later than 1 October. Where such new policies
or changes are not within our sole control we may amend the Reuters
Business Principles at any time by giving you 3 months' notice in
writing Subject to Clause 12.4(b), the amended Reuters
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Business Principles will take effect at the end of such notice
period, unless we both agree in writing to changes to such
amendments.
(b) If you can show that any of our amendments to the Reuters Business
Principles will result in an increase in your costs of receiving the
Services in excess of the Agreed Level or in a material reduction of
your rights to use the Information, you may cancel the Service
affected without penalty.
(c) If you choose to exercise the above right to cancel, you must give
us notice in writing within 30 days of the date of our notice
referred to in Clause 124(a) and the Service will be cancelled from
the date on which the amended Reuters Business Principles come into
effect.
(d) In the case of new Services requiring specific provisions, we will
notify you of the necessary amendments to the Reuters Business
Principles which will take effect immediately upon you ordering such
Services, to the extent that they apply only to these new Services,
unless agreed otherwise in writing between us.
12.5 Except as set out in Clause 12.4, and subject to Clause 2.7, the Agreement
may only be varied by an amendment signed by both of us.
12.6 A person who is not a party to this Agreement shall have no right under
the Contracts (Rights of Third Parties) Act 1999 to enforce any of its
terms.
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GLOBAL REUTERS SERVICES CONTRACT
SCHEDULES
A Services and Service Fees at Commencement Date by Site and
Recipient Location
B Sites and Recipient Locations covered by the Agreement
C Non-Reuters Group Companies
D Discount Bands
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<PAGE> 33
REUTERS GLOBAL AGREEMENT 3 SCHEDULE A
Client: Instinet Address
Branch:
US42367 Instinet 875 - 3rd Avenue
18th Floor
2000 Discount: 16.50
Currency: USD
City: NEW YORK
Date: 01 January 2001
Description Curr Unit Price Qty Subscription
NORTH AMERICAN SEC NEWS USD 59,891.00 1 58,891.00
Currency: Total Monthly Subscription Total Non Discounted
USD 59,891.00 0.00
Page 1
<PAGE> 34
REUTERS GLOBAL AGREEMENT 3 SCHEDULE A
Client: Instinet Address
Branch:
US34530 Instinet - Production & Development 875 Third Avenue
New York
2000 Discount: 16.50 NY
Currency: USD
City: NEW YORK
Date: 01 January 2001
Description Curr Unit Price Qty Subscription
BUSINESS BRIEFING PC USD 750.00 1 750.00
REUTERS 3000IP WORKSTATION USD 0.00 9 0.00
MARKETS 3000 DATABASE USD 0.00 2 0.00
NBRT (NO HDW) SECURITIES 3000 PACKAG USD 635.00 1 635.00
TREASURY 3000 DATAFEED ACCESS USD 845.00 2 1,690.00
ROUTER USD 0.00 1 0.00
ON-LINE DIRECTORY USD 0.00 3 0.00
SELECTSERVER CACHE USD 6,050.00 2 12,100.00
CORPORATE ACTIONS 500 INSTRUMENTS,AD USD 0.00 1 0.00
INSTINETTRADING INTL EQUITY EXCH USD 18,800.00 1 18,800.00
INSTINET TRADING DOM EQUITY EXCH USD 204,000.00 1 204,000.00
INSTINET R&A DOM EQUITY EXCH USD 34,000.00 1 34,000.00
SPEC: S&P MARKETSCOPE EUROPE USD 0.00 2 0.00 ND
SELECTSERVER BRD BACKLINK UV&P HDWR USD 0.00 2 0.00 ND
SS BROADCAST BACKLINK UVP IRG SERVER USD 0.00 2 0.00 ND
SELECTFEED PLUS - UNLIMITED PAGES USD 0.00 2 0.00 ND
SELECTFEED -4800 RICS USD 0.00 2 0.00 ND
SONRT USD 0.00 1 0.00
SELECTFEED PLUS CONCENTRATOR IRG SERVER USD 0.00 1 0.00
NBRT SERVER CONCENTRATOR MODE USD 0.00 1 0.00
REUTER 3000 MONEY USD 0.00 9 0.00
SPEC: S&P MKTSCOPE EUROPE (DF) USD 0.00 1 0.00 ND
MARKETS 3000 USER (IP) USD 0.00 8 0.00
MARKETS 2000 USD 0.00 2 0.00
MARKETS 3000 USD 0.00 3 0.00
SESSIONSERVER USD 0.00 2 0.00
REUTER 3000 FIXED INCOME USD 0.00 1 0.00
REUTERS BUSINESS BRIEFING-SEARCH USD 750.00 4 3,000.00
ADDITIONAL PRIVATE PAGE (MN) USD 1,000.00 1 1,000.00
TREASURY 3000 DATAFEED ACCESS USD 845.00 1 845.00
MARKETS 3000 DATAFEED USER USD 970.00 1 970.00
MARKETS 3000 USER(IP) USD 1,210.00 1 1,210.00
MARKETS 3000 SOFTWARE (IP) USD 0.00 9 0.00
Currency: Total Monthly Subscription Total Non Discounted
USD 279,000.00 0.00
Page 1
<PAGE> 35
REUTERS GLOBAL AGREEMENT 3 SCHEDULE A
Client: Instinet Address
Branch:
US35699 Instinet - Production & Development 875 Third Avenue
New York
2000 Discount: 16.50 NY
Currency: USD
City: NEW YORK
Date: 01 January 2001
Description Curr Unit Price Qty Subscription
ON-LINE DIRECTORY USD 0.00 1 0.00
SESSIONSERVER USD 0.00 1 0.00
SELECTFEED PLUS CACHE CHARGE USD 7,900.00 1 7,900.00
MARKETS 2000 USD 0.00 1 0.00
MARKETS 2000 SOFTWARE USD 1,210.00 5 6,500.00
NBRT SERVER W/BACKLINK USD 0.00 2 0.00 ND
SELECTFEED PLUS - UNLIMITED PAGES USD 0.00 1 0.00 ND
SELECTSERVER BRD BACKLINK UV&P HDWR USD 0.00 1 0.00 ND
SS BROADCAST BACKLINK UVP IRG SERVER USD 0.00 1 0.00 ND
TREASURY 3000 DATABASE USD 0.00 1 0.00
TREASURY 3000 DATAFEED ACCESS USD 845.00 1 845.00
SELECTFEED PLUS 9600 RICS USD 0.00 1 0.00 ND
SOFTWARE ONLY NBRT W/BACKLINK USD 0.00 10 0.00
MARKETS 2000 SOFTWARE USD 1,210.00 5 6,050.00
REUTER 3000 MONEY USD 0.00 2 0.00
REUTER 3000 FIXED INCOME USD 0.00 2 0.00
SELECTFEED PLUS CACHE CHARGE USD 7,900.00 1 7,900.00
Currency: Total Monthly Subscription Total Non Discounted
USD 28,745.00 0.00
Page 1
<PAGE> 36
REUTERS GLOBAL AGREEMENT 3 SCHEDULE A
Client: Instinet Address
Branch:
US35918 Instinet - Production & Development 875 Third Avenue
New York
2000 Discount: 16.50 NY
Currency: USD
City: NEW YORK
Date: 01 January 2001
Description Curr Unit Price Qty Subscription
SELECTFEED PLUS CACHE CHARGE USD 1,591.61 2 3,183.22
REUTERS DATAFEED TRIARCH W DACS USD 0.00 4 0.00
SELECTFEEDPLUS-UNLIMITED PAGES USD 0.00 5 0.00 ND
MARKET NEWS, ADD SERVICE USD 155.00 1 155.00
SFP+ BCST W/BKLINK W3RD PTY ENTITLEM USD 0.00 5 0.00
MARKET NEWS, ADD SERVICE USD 0.00 5 0.00
SELECTFEED PLUS 9600 RICS USD 0.00 5 0.00 ND
SELECTFEED PLUS CACHE CHARGE USD 540.00 1 540.00
MARKETS 2000 USD 0.00 9 0.00
REUTERS DATAFEED CACHE CHARGE USD 40,000.00 1 40,000.00
REUTERS DATAFEED HARDWARE USD 0.00 1 0.00
SELECTFEED PLUS CACHE CHARGE USD 1,071.00 2 2,042.00
SELECTFEED PLUS CACHE CHARGE USD 6,470.00 1 6,470.00
REUTERS DATAFEED PC CONSOLE USD 0.00 1 0.00
REUTERS DATAFEED 500,000 WATCHLIST USD 0.00 1 0.00
REUTERS DATAFEED MEMORY UPGRADE USD 0.00 1 0.00
ROUTER USD 0.00 1 0.00
Currency: Total Monthly Subscription Total Non Discounted
USD 52,490.22 0.00
Page 1
<PAGE> 37
REUTERS GLOBAL AGREEMENT 3 SCHEDULE A
Client: Instinet Address
Branch:
US38412 Instinet - Production & Development 875 Third Avenue
New York
2000 Discount: 16.50 NY
Currency: USD
City: NEW YORK
Date: 01 January 2001
Description Curr Unit Price Qty Subscription
REUTERS PLUS LEVEL I COMPLETE W/NEWS USD 175.00 7 1,225.00
Currency: Total Monthly Subscription Total Non Discounted
USD 1,225.00 0.00
Page 1
<PAGE> 38
REUTERS GLOBAL AGREEMENT 3 SCHEDULE A
Client: Instinet Address
Branch:
FR08728 Instinet (France) 62 Rue de Richelieu
75002
2000 Discount: 16.50 Paris
Currency: FRF France
City: PARIS
Date: 01 January 2001
Description Curr Unit Price Qty Subscription
ACCES RVF (ADD-ON ACCES 3000) FRF 0.00 6 0.00
S&P MARKETSCOPE EUROPEAN - DF FRF 1,600.00 1 1,600.00 ND
SESSIONSERVER FRF 1,250.00 1 1,250.00
S&P MARKETSCOPE EUROPEAN - SL FRF 1,000.00 1 1,000.00 ND
SELECTFEED PLUS SUPPORT FRF 2,500.00 2 5,000.00
DATAFEED 3000 MODEL B FRF 12,000.00 1 12,000.00
SESSIONSERVER FRF 0.00 1 0.00
REUTERS SITE FEE FRF 2,660.00 1 2,660.00
CONNEXION SATELLITAIRE SDS4 FRF 0.00 1 0.00
MARKETS 3000 ACCESS (1-50) FRF 5,600.00 2 11,200.00
DROIT D'ACCES RVF (ADD-ON SITE 3000) FRF 4,800.00 1 4,800.00
Currency: Total Monthly Subscription Total Non Discounted
FRF 36,910.00 2,600.00
Euro Total 5,626.87 396.37
Page 1
<PAGE> 39
REUTERS GLOBAL AGREEMENT 3 SCHEDULE A
Client: Instinet Address
Branch:
FD66051 Instinet (Germany) Frankfurt
2000 Discount: 16.50
Currency: DEM
City: FRANKFURT
Date: 01 January 2001
Description Curr Unit Price Qty Subscription
SECURITIES 3000 ACCESS FEE DEM 1,125.00 5 5,625.00
DER PLATOW BRIEF ACC DEM 0.00 1 0.00 ND
S & P MARKETSCOPE EUROPEAN K/A DEM 480.00 2 960.00 ND
REUTER TERMINAL SOFTWARE DEM 355.00 12 4,260.00
FUTURES LOCATION FEE DEM 225.00 1 225.00
GERMAN NEWS SERVICE LOCATION FEE DEM 1,090.00 1 1,090.00
MARKETS 3000 KEYSTATION ACCESS DEM 1,640.00 7 11,480.00
GERMAN NEWS SERVICE ACCESS FEE DEM 89.00 9 801.00
FUTURES ACCESS FEE DEM 105.00 2 210.00
RBB SEARCH INTERNET 10 HOURS DEM 780.00 1 780.00
TILL#GG - RICS OEM 170.00 6 1,020.00
S & P MARKETSCOPE EUROPEAN SL DEM 280.00 1 280.00 ND
REUTERS SITE FEE EUR 400.00 1 400.00
Currency: Total Monthly Subscription Total Non Discounted
DEM 25,491.00 1,240.00
EUR 400.00 0.00
Euro Total 13,433.34 634.00
Page 1
<PAGE> 40
REUTERS GLOBAL AGREEMENT 3 SCHEDULE A
Client: Instinet Address
Branch:
US18634 Instinet (US) 875 Third Avenue
New York
2000 Discount: 16.50 NY
Currency: USD
City: NEW YORK
Date: 01 January 2001
Description Curr Unit Price Qt Subscription
RDF HOT STANDBY 25000 WATCHLIST USD 52.500.00 1 52,500.00
SELECTSERVER BRD BACKLINK HARDWARE USD 0.00 4 0.00 ND
SELECTSERVER BROADCAST HARDWARE USD 0.00 3 0.00 ND
SELECTSERVER MODEL CHARGE TU USD 870.00 3 2,610.00
SELECTSERVER MODEL CHARGE TU 2 USD 6.775.00 4 27,100.00
SELECTSERVER MODEL CHARGE TU 2 USD 6.775.00 3 20,325.00
SELECTFEED -600 RICS USD 0.00 1 0.00 ND
BROADCAST SELECTFEED PLUS W/BACKLINK USD 2,250.00 1 2,250.00 ND
BROADCAST SELECTFEED PLUS W/BACKLINK USD 0.00 4 0.00 ND
SFP BCST STORY BROADCAST MODE USD 0.00 1 0.00
SFP+ BCST W/BKLINK W3RD PTY ENTITLEM USD 0.00 8 0.00
REUTERS DATAFEED TRIARCH W/DACS USD 0.00 8 0.00
SFP BROADCAST BACKLINK IRG SERVER USD 0.00 10 0.00
REUTER 3000 FIXED INCOME USD 0.00 13 0.00
SELECTFEED PLUS CACHE CHARGE USD 5.370.00 6 32,220.00
MARKETS 2000 USD 0.00 26 0.00
ALL REPORTS TELEPRINTER (RNF) USD 0.00 1 0.00
SITE FEE (3000) USD 500.00 1 500.00
SELECTFEED PLUS CACHE CHARGE USD 1,510.00 4 6,040.00
SELECTFEED FULLY REDUNDANT BACKUP USD 2,309.00 1 2,309.00
SECURITIES 3000 PACKAGE USER FEE USD 3.421.00 1 3.421.00
SECURITIES 2000 WORKSTATION FEE USD 490.00 25 12,250.00
SECURITIES 2000 WORKSTATION FEE USD 420.00 50 21,000.00
SECURITIES 2000 WORKSTATION FEE USD 465.00 25 11,625.00
SECURITIES 2000 WORKSTATION FEE USD 340.00 37 12,580,00
ADD SVC SECURITIES 2000 SUPPORT FEE USD 0.00 3 0.00
ON-LINE DIRECTORY USD 0.00 14 0.00
REUTERS DATAFEED HARDWARE USD 0.00 3 0.00
REUTERS DATAFEED PC CONSOLE USO 0.00 2 0.00
BROADCAST DATA STREAM EMERGENCY RICS USD 0.00 2 0.00 ND
REUTERS DATAFEED CACHE CHARGE USD 10,000.00 1 10,000.00
REUTERS DATAFEED 500,000 WATCHLIST USD 0.00 4 0.00
REUTERS DATAFEED MEMORY UPGRADE USD 0.00 1 0.00
MARKETS 3000 DATAFEED USER USD 845.00 13 10,985.00
MARKETS 2000 DATAFEED ACCESS USD 0.00 4 0.00
SELECTFEED PLUS - UNLIMITED PAGES USD 0.00 22 0.00 ND
SELECTFEED PLUS 9600 RICS USD 0.00 18 0.00 ND
MARKETS 3000 RDB-EQUITY DF ACCESS USD 0.00 13 0.00
SELECTFEED PLUS CACHE CHARGE USD 5,370.00 6 32,220.00
SELECTSERVER BRD BACKLINK UV&P HDWR USD 0.00 4 0.00 ND
SS BROADCAST BACKLINK UVP IRG SERVER USD 0.00 4 0.00 ND
Currency: Total Monthly Subscription Total Non Discounted
USD 257,685.00 2,250.00
Page 1
<PAGE> 41
REUTERS GLOBAL AGREEMENT 3 SCHEDULE A
Client: Instinet Address
Branch:
US37239 Instinet (US) 850 Third Avenue
New York
2000 Discount: 16.50 NY
Currency: USD
City: NEW YORK
Date: 01 January 2001
Description Curr Unit Price Qty Subscription
NEWS NETWORK ACCESS FEE USD 260.00 1 260.00
REUTERS PLUS LEVEL I COMPLETE W/NEWS USD 175.00 8 1,400.00
Currency: Total Monthly Subscription Total Non Discounted
USD 1,660.00 0.00
Page 1
<PAGE> 42
REUTERS GLOBAL AGREEMENT 3 SCHEDULE A
Client: Instinet Address
Branch:
U537685 Instinet (US) 40 East 52nd Street
New York
2000 Discount: 16.50 NY
Currency: USD
City: NEW YORK
Date: 01 January 2001
Description Curr Unit Price Qty Subscription
REUTERS PLUS SERVER USD 500.00 1 500.00 ND
REUTERS PLUS SITE CHARGE USD 300.00 1 300.00
Currency: Total Monthly Subscription Total Non Discounted
USD 300.00 500.00
Page 1
<PAGE> 43
REUTERS GLOBAL AGREEMENT 3 SCHEDULE A
Client: Instinet Address
Branch:
US38962 Instinet (US) 875 Third Avenue
New York
2000 Discount: 16.50 NY
Currency: USD
City: NEW YORK
Date: 01 January 2001
Description Curr Unit Price Qty Subscription
REUTERS PLUS LEVEL 2 USER USD 0.00 5 0.00
REUTERS PLUS LEVEL II ADD USER USD 106.25 5 531.25
REUTERS PLUS SERVER USD 500.00 1 500.00 ND
Currency: Total Monthly Subscription Total Non Discounted
USD 531.25 500.00
Page 1
<PAGE> 44
REUTERS GLOBAL AGREEMENT 3 SCHEDULE A
Client: Instinet Address
Branch:
US39615 Instinet (US) 40 East 52nd Street
New York
2000 Discount: 16.50 NY
Currency: USD
City: NEW YORK
Date: 01 January 2001
Description Curr Unit Price Qty Subscription
PINK SHEETS PER SERVER USD 150.00 1 150.00 ND
SPEC. PINK SHEETS DISPLAY USD 0.00 11 0.00 ND
NEWS NETWORK ACCESS FEE USD 260.00 1 260.00
REUTERS TREASURY SERVICE USD 75.00 22 1,650.00
REUTERS PLUS LEVEL I COMPLETE W/NEWS USD 175.00 22 3,850.00
Currency: Total Monthly Subscription Total Non Discounted
USD 5,760.00 150.00
Page 1
<PAGE> 45
REUTERS GLOBAL AGREEMENT 3 SCHEDULE A
Client: Instinet Address
Branch:
US39616 Instinet (US) 40 East 52nd Street
New York
2000 Discount: 16.50 NY
Currency: USD
City: NEW YORK
Date: 01 January 2001
Description Curr Unit Price Qty Subscription
REUTERS PLUS SITE CHARGE USD 300.00 1 300.00
REUTERS TREASURY SERVICE USD 75.00 20 1,500.00
REUTERS PLUS LEVEL I COMPLETE W/NEWS USD 175.00 20 3,500.00
REUTERS PLUS SERVER USD 500.00 1 500.00 ND
REUTERS PLUS SERVER USD 550.00 1 550.00 ND
Currency: Total Monthly Subscription Total Non Discounted
USD 5,300.00 1,050.00
Page 1
<PAGE> 46
REUTERS GLOBAL AGREEMENT 3 SCHEDULE A
Client: Instinet Address
Branch:
US39684 Instinet (US) 40 East 52nd Street
New York
2000 Discount: 16.50 NY
Currency: USD
City: NEW YORK
Date: 01 January 2001
Description Curr Unit Price Qty Subscription
REUTERS PLUS LEVEL I COMPLETE W/NEWS USD 175.00 50 8,750.00
REUTERS TREASURY SERVICE USD 75.00 50 3,750.00
PINK SHEETS PER SERVER USD 150.00 1 150.00 ND
SPEC. PINK SHEETS DISPLAY USD 0.00 50 0.00 ND
REUTERS PLUS SERVER USD 500.00 2 1,000.00 ND
Currency: Total Monthly Subscription Total Non Discounted
USD 12,500.00 1,150.00
Page 1
<PAGE> 47
REUTERS GLOBAL AGREEMENT 3 SCHEDULE A
Client: Instinet Address
Branch:
US39737 Instinet (US) One World Trade Center
New York
2000 Discount: 16.50 NY
Currency: USD
City: NEW YORK
Date: 01 January 2001
Description Curr Unit Price Qty Subscription
REUTERS PLUS SERVER USD 500.00 1 500.00 ND
REUTERS PLUS SITE CHARGE USD 300.00 1 300.00
Currency: Total Monthly Subscription Total Non Discounted
USD 300.00 500.00
Page 1
<PAGE> 48
REUTERS GLOBAL AGREEMENT 3 SCHEDULE A
Client: Instinet Address
Branch:
US41389 Instinet (US) 40 East 52nd Street
New York
2000 Discount: 16.50 NY
Currency: USD
City: NEW YORK
Date: 01 January 2001
Description Curr Unit Price Qty Subscription
REUTERS PLUS SERVER USD 300.00 1 300.00
REUTERS PLUS SITE CHARGE USD 550.00 2 1,100.00
Currency: Total Monthly Subscription Total Non Discounted
USD 1,400.00 0.00
Page 1
<PAGE> 49
REUTERS GLOBAL AGREEMENT 3 SCHEDULE A
Client: Instinet Address
Branch:
VZ60164 Instinet (VENEZUELA) 40 East 52nd Street
New York
2000 Discount: 16.50 NY
Currency: USD
City: NEW YORK
Date: 01 January 2001
Description Curr Unit Price Qty Subscription
SITE FEE USD 5,225.00 1 5,225.00
Currency: Total Monthly Subscription Total Non Discounted
USD 5,225.00 0.00
Page 1
<PAGE> 50
REUTERS GLOBAL AGREEMENT 3 SCHEDULE A
Client: Instinet Address
Branch:
CAO2166 Instinet Canada 2 First Canadian Place
Toronto
2000 Discount: 16.50 ON
Currency: CAD M5X 1E3
City: TORONTO
Date: 01 January 2001
Description Curr Unit Price Qty Subscription
NETWORKED BROADCAST RT CONCENTRATOR CAD 0.00 3 0.00
NBRT SERVER CONCENTRATOR MODE CAD 0.00 2 0.00
BROADCAST NRT(NO HDW) CONCENTRATOR M CAD 0.00 4 0.00
NETWORKED RT MARKETS 2000 (NO HW) NRT CAD 130.00 4 520.00
CANADIAN DOMESTIC NEWS TERMINAL ACCESS CAD 50.00 2 100.00
NEWS, N A SECURITIES CAD 50.00 2 100.00
NETWORKED TERMINAL NA SECURITIES CAD 410.00 1 410.00
CXTRADER APPLICATION - ORDER ENTRY CAD 750.00 6 4,500.00
CXT NA SECURITIES, I-25 USERS CAD 195.00 4 780.00
CXT NA SECURITIES, I-25 USERS CAD 0.00 2 0.00
CXT PC EQUIPMENT RENTAL CHARGE CAD 190.00 6 1,140.00 ND
NETWORKED TERMINAL NA SECURITIES CAD 375.00 1 375.00
NETWORKED TERMINAL NA SECURITIES CAD 0.00 1 0.00
CXT NA SECURITIES NEWS CAD 50.00 4 200.00
CXT NA SECURITIES NEWS CAD 0.00 2 0.00
HARDWARE: 16MB MEMORY CAD 0.00 1 0.00
NETWORKED TERMINAL NA SECURITIES CAD 0.00 1 0.00
NEWS, N A SECURITIES CAD 0.00 1 0.00
CANADIAN DOMESTIC NEWS TERMINAL ACCESS CAD 0.00 1 0.00
SITE FEE CAD 500.00 1 500.00
Currency: Total Monthly Subscription Total Non Discounted
CAD 7,485.00 1,140.00
Page: 1
<PAGE> 51
REUTERS GLOBAL AGREEMENT 3 SCHEDULE A
Client: Instinet Address
Branch:
U540646 Instinet Corp. 875 Third Avenue
New York
2000 Discount: 16.50 NY
Currency: USD
City: NEW YORK
Date: 01 January 2001
Description Curr Unit Price Qty Subscription
BROADCAST NRT (NO HDW) (CONCENTRATOR M) USD 0.00 1 0.00
SONRT USD 0.00 1 0.00
NETWORKED RT (NO HDWR) MARKETS 2000 USD 682.00 1 682.00
Currency: Total Monthly Subscription Total Non Discounted
USD 682.00 0.00
Page: 1
<PAGE> 52
REUTERS GLOBAL AGREEMENT 3 SCHEDULE A
Client: Instinet Address
Branch:
AR27285 Instinet Corporation Banco Frances 875 Third Avenue
NY
2000 Discount: 16.50
Currency: USD
City: BUENOS AIRES
Date: 01 January 2001
Description Curr Unit Price Qty Subscription
SITE FEE USD 7.500 00 1 7,500.00
Currency: Total Monthly Subscription Total Non Discounted
USD 7,500.00 0.00
Page: 1
<PAGE> 53
REUTERS GLOBAL AGREEMENT 3 SCHEDULE A
Client: Instinct Address
Branch:
JP30369 Instinet Japan Limited Tokyo Branch Roppongi First Bldg
1-9-9 Roppongi
2000 Discount: 16.50 Minato-Ku
Currency: JPY 106-0032
City: TOKYO Tokyo 103
Date: 01 January 2001
Description Curr Unit Price Qty Subscription
DATA NETWORK FEE - KOBRA JPY 85,000.00 1 85,000.00
REUTERSCOOP - DATA ACCESS FEE (DF) JPY 10,000.00 9 90,000.00
MARKETS 3000 ACCESS (I-5O) JPY 110,000.00 3 330,00.00
REUTERS GRAPHICS PROFESSIONAL V3.6 JPY 25,000.00 1 25,000.00
SECURITIES 3000 DATAFEED JPY 80,000.00 4 320,000.00
REUTERS SITE FEE JPY 55,000.00 1 55,000.00
REUTERFIRST CAPITAL MARKETS-DAF(DF) JPY 35.000.00 1 35,000.00
AMS BOX CHARGE JPY 35.000.00 2 70,000.00
REUTER BUSINESS BRIEFING ON SESSIONSERVER-lO HOURS JPY 45,000.00 1 45,000.00
RFTV COMMUNICATIONS JPY 100,000.00 1 100,000.00
DATA NETWORK FEE - RTW 3000 SOFTWARE ONLY JPY 50,000.00 1 50,000.00
DATA NETWORK FEE - RTW 30(1(1 JPY 75.000.00 12 900,000.00
DUAL SCREEN WITH LIQUID 15 FLAT SCREEN JPY 20,000.00 3 60,000.00
REUTERSCOOP - REDISTRIBUTION FEE - TARIFF 1/2 JPY 50,000.00 1 50,000.00
REUTERFIRST SECURITIES - DAF (DF) JPY 20,000.00 7 140,000.00
Currency: Total Monthly Subscription Total Non Discounted
JPY 2,355,000.00 0.00
Page: 1
<PAGE> 54
REUTERS GLOBAL AGREEMENT 3 SCHEDULE A
Client: Instinet Address
Branch:
HK26412 Instinet Pacific Services Ltd Rm 1508, Two Exchange Square
8 Connaught Place
2000 Discount: 16.50 Hong Kong
Currency: HKD
City: HONG KONG
Date: 01 January' 2001
Description Curr Unit Price Qty Subscription
MARKETS 3000 ACCESS (I-5O) HKD 8,200.00 1 8,200.00
REUTERS SITE FEE HKD 3,900.00 1 3,900.00
SF W/S CHG-SECURITIES 3000(BAND I) HKD 5,600.00 8 44,800.00
SF SUP. CHG(TARIFF U)- CH.FIN NEWS HKD 2,000.00 1 2,000.00
SF W/S CHG(TARIFF U)-CHINA FIN.NEWS HKD 250.00 9 2,250.00
SF W/S CHG(TARIFF U)- CHINA FIN.NEWS HKD 250.00 7 1,750.00
SELECTFEED PLUS MODEL C(3000) HKD 3,900.00 1 3,900.00
SELECTFEED PLUS MODEL C (3000) HKD 3,900.00 1 3,900.00
SF W/S CHG-SEC.FOCUS ASIA(BAND 1) HKD 3,900.00 4 15,600.00
SF W/S CHG-SEC.FOCUS ASIA(BAND 1) HKD 3,900.00 3 11,700.00
TRIARCH SW - KOBRA(SOFTWARE) HKD 1,396.00 1 1,396.00
TRIARCH - SELECTSERVER HKD 4,000.00 1 4,000.00
Currency: Total Monthly Subscription Total Non Discounted
HKD 103,396.00 0.00
Page: 1
<PAGE> 55
REUTERS GLOBAL AGREEMENT 3 SCHEDULE A
Client: Instinet Address
Branch:
CH05214 Instinet Schweiz AG Raemistrasse
8088 Zuerich
2000 Discount: 16.50
Currency: CHF
City: ZURICH
Date: 01 January 2001
Description Curr Unit Price Qty Subscription
S&P MARKETSCOPE EUR SITE FEE CHF 240.00 1 240.00 ND
MARKETS 2000 SERVICE CHF 0.00 1 0.00
SWISS INVESTOR NEWS ON ADD KS CHF 0.00 1 0.00
MARKETS NEWS ON ADD. KEYSTATION CHF 0.00 1 0.00
MARKETS 2000 SERVICE CHF 0.00 1 0.00
SWISS INVESTOR NEWS ON ADD KS CHF 0.00 1 0.00
MARKETS NEWS ON ADD. KEYSTATION CHF 0.00 1 0.00
MARKETS 2000 SERVICE CHF 0.00 1 0.00
SWISS INVESTOR NEWS ON ADD KS CHF 0.00 1 0.00
MARKETS NEWS ON ADD. KEYSTATION CHF 0.00 1 0.00
MARKETS 2000 SERVICE CHF 0.00 1 0.00
MARKETS NEWS ON ADD. KEYSTATION CHF 0.00 1 0.00
MARKETS 2000 SERVICE CHF 0.00 1 0.00
SWISS INVESTOR NEWS ON ADD KS CHF 0.00 1 0.00
MARKETS NEWS ON ADD. KEYSTATION CHF 0.00 1 0.00
MARKETS 2000 SERVICE CHF 0.00 1 0.00
SWISS INVESTOR NEWS ON ADD KS CHF 0.00 1 0.00
MARKETS NEWS ON ADD KEYSTATION CHF 0.00 1 0.00
MARKETS 2000 SERVICE CHF 0.00 1 0.00
SWISS INVESTOR NEWS ON ADD KS CHF 0.00 1 0.00
MARKETS NEWS ON ADD. KEYSTATION CHF 0.00 1 0.00
SESSIONSERVER CHF 0.00 1 0.00
Currency: Total Monthly Subscription Total Non Discounted
CHF 0.00 240.00
Page: 1
<PAGE> 56
REUTERS GLOBAL AGREEMENT 3 SCHEDULE A
Client: Instinet Address
Branch:
UK14644 Instinet UK Ltd 1st Floor Commodity Quay
East Smithfield
2000 Discount: 16.50 London
Currency: GBP
City: LONDON
Date: 01 January 2001
Description Curr Unit Price Qty Subscription
RTW 32 V3.81 EXCLUDING SSL GBP 64.00 114 7,296.00
SSL RUNTIME LICENCE 4.0 GBP 30.00 114 3,420.00
XTRA-R DF USER ACC (RTW32 PPP) GBP 800.00 2 1,600.00
SECURITIES 2000 EUROPEAN SL GBP 500.00 1 500.00
REUTERS GRAPHICS PRO V3.7 GBP 100.00 6 600.00
PDD V3.62 GBP 26.00 189 4,914.00
SECURITIES 2000 FAR EAST SL GBP 500.00 1 500.00
SELECTSERVER 9600 SLOT PREMIUM GBP 1,045.00 1 1,045.00
SECURITIES NEWS 1ST GBP 525.00 1 525.00
RFTV SATELLITE DELIVERY GBP 300.00 1 300.00
REUTERSCOOP 2000 GBP 300.00 1 300.00
REUTERS SITE FEE GBP 330.00 1 330.00
XTRA DF USER ACCESS(KOBRA PPP) GBP 800.00 1 800.00
STORY BROADCAST SDS4 BOX GBP 320.00 1 320.00
SSL RUNTIME LICENCE V4.5 GBP 30.00 14 420.00
SFP SDS4 ADD BOX FULL ACCESS GBP 320.00 1 320.00
S'FEED PLUS 9600 SLOT WL 3000 GBP 4,010.00 1 4,010.00
MARKETS 3000 DATAFEED ACCESS GBP 639.00 24 15,336.00
LXT USER S/W (RTW/PTW) GBP 150.00 6 900.00
LON EXCH TRADER SYR (STANDBY) GBP 200.00 2 400.00
KOBRA V3.0 REAL-TIME WORKSTATN GBP 80.00 14 1,120.00
GERMAN WORLD SERVICE SL GBP 274.00 1 274.00
EQUITY FOCUS - (IDN ONLY) SL GBP 150.00 1 150.00
BENELUX WORLD SERVICE SL GBP 274.00 1 274.00
SEC2000 NORTH AMERICAN SL GBP 500.00 1 500.00
PTW 4 PDD GBP 27.00 4 108.00
POWERPLUS32 FOR EXCEL D/F GBP 85.00 2 170.00
POWERPLUS PRO D/F (FOR KOBRA) GBP 125.00 14 1,750.00
MARKETS 3000 DF GBP 639.00 109 69,651.00
SEC2000 FULL SERVICE SL GBP 800.00 1 800.00
SCREEN INSIDER SL GBP 410.00 1 410.00 ND
S & P MARKETSCOPE SL GBP 135.00 1 135.00 ND
S & P MARKETSCOPE EUROPEAN SL GBP 105.00 1 105.00 ND
S & P MARKETSCOPE EUROPEAN DF GBP 200.00 10 2,000.00 ND
S & P MARKETSCOPE DF GBP 105.00 2 210.00 ND
RVALUS VALIDATED L 1 BASIC GBP 270.00 1 270.00
RTW 32 V3.63 INCLUDING SSL GBP 94.00 118 11,092.00
SESSIONSERVER ADD BOX GBP 250.00 1 250.00
Currency: Total Monthly Subscription Total Non Discounted
GBP 130,245.00 2,860.00
Page: 1
<PAGE> 57
REUTERS GLOBAL AGREEMENT 3 SCHEDULE A
Client: Instinet Address
Branch:
UK37154 Instinet UK Ltd Blackwall Yard
Blackwall Way
2000 Discount: 16.50 Poplar
Currency: GBP
City: LONDON
Date: 01 January 2001
Description Curr Unit Price Qty Subscription
EQUITY FOCUS+(IDN ONLY) SL GBP 150.00 1 150.00
GERMAN WORLD SERVICE SL GBP 274.00 1 274.00
MONEY 2000 SL GBP 525.00 1 525.00
SCREEN INSIDER SL GBP 410.00 1 410.00 ND
SEC2000 FULL SERVICE SL GBP 800.00 1 800.00
SEC2000 NORTH AMERICAN SL GBP 500.00 1 500.00
SECURITIES 2000 EUROPEAN SL GBP 500.00 1 500.00
SECURITIES 2000 FAR EAST SL GBP 500.00 1 500.00
S'FEED PLUS 9600 SLOT W'LIST GBP 3,334.00 7 23,338.00
SFP SDS4 ADD BOX FULL ACCESS GBP 320.00 4 1,280.00
SFP SDS4 1ST BOX FULL ACCESS GBP 0.00 3 0.00
SFEED PLUS SESSION SDS4 FULL GBP 0.00 7 0.00
SEC2000 OPTIONS GBP 0.00 1 0.00
SELECTSERVER SOFTWARE GBP 0.00 3 0.00
Currency: Total Monthly Subscription Total Non Discounted
GBP 27,867.00 410.00
Page: 1
<PAGE> 58
REUTERS GLOBAL AGREEMENT 3 SCHEDULE A
Client: Instinet Address
Branch:
US16727 Instinet-US 875 Third Avenue
New York
2000 Discount: 16.50 NY
Currency: USD
City: NEW YORK
Date: 01 January 2001
Description Curr Unit Price Qty Subscription
RDF HOT STANDBY 25000 WATCHLIST USD 52,500.00 1 52,500.00
REUTERS DATAFEED 500,000 WATCHLIST USD 0.00 1 0.00
MARKETS 2000 DATAFEED ACCESS USD 970.00 3 2,910.00
MARKETS 2000 USD 2,040.00 1 2,040.00
MARKETS 2000 USD 0.00 13 0.00
RDF 500,000 WATCH LIST FEE USD 5,850.00 1 5,850.00
REUTERS DATAFEED W/3RD PARTY ENTITLE USD 0.00 3 0.00
SITE FEE USD 1,545.00 1 1,545.00
SELECTSERVER BRD BACKLINK HARDWARE USD 0.00 1 0.00 ND
SELECTFEED PLUS CACHE CHARGE USD 2,650.00 2 5,300.00
SELECTFEED PLUS CACHE CHARGE USD 2,250.00 2 4,500.00
REUTERS DATAFEED HARDWARE USD 0.00 5 0.00
REUTERS DATAFEED PC CONSOLE USD 0.00 3 0.00
BROADCAST DATA STREAM EMERGENCY RICS USD 0.00 3 0.00 ND
REUTERS DATAFEED CACHE CHARGE USD 0.00 1 0.00
REUTERS DATAFEED SUPPLEMENTAL DEVICE USD 7,500.00 1 7,500.00
SFP BCST STORY BROADCAST MODE USD 0.00 1 0.00
NETWORKED BROADCAST RT SERVER USD 0.00 1 0.00 ND
SELECTFEED PLUS HARDWARE USD 0.00 1 0.00 ND
SELECTFEED PLUS - UNLIMITED PAGES USD 0.00 1 0.00 ND
SELECTFEED PLUS 9600 RICS USD 0.00 1 0.00 ND
REUTERS DATAFEED W/3RD PARTY ENTITLE USD 0.00 9 0.00
REUTERS DATAFEED USD 0.00 1 0.00
Currency: Total Monthly Subscription Total Non Discounted
USD 82,145.00 0.00
Page: 1
<PAGE> 59
REUTERS GLOBAL AGREEMENT 3 SCHEDULE A
Client: Instinet Address
Branch:
US336491 Instinet-Production & Development 875 Third Avenue
New York
2000 Discount: 16.50 NY
Currency: USD
City: NEW YORK
Date: 01 January 2001
Description Curr Unit Price Qty Subscription
ROF 500,000 WATCHLIST FEE USD 5,850.00 1 5,850.00
SOFTWARE RENTAL (KOBRA) USD 140.00 26 3,640.00
SOFTWARE RENTAL (RTW) USD 121.00 25 3,025.00
SOFTWARE RENTAL (RTW) USD 155.00 105 16,275.00
MARKETS 2000 USD 0.00 4 0.00
PR NEWSWIRE / BUSINESS WIRE SERVICE USD 0.00 2 0.00
REUTERS DATAFEED MEMORY UPGRADE USD 0.00 1 0.00
BROADCAST DATA STREAM EMERGENCY RICS USD 0.00 4 0.00
REUTERS DATAFEED PC CONSOLE USD 0.00 1 0.00
REUTERS DATAFEED HARDWARE USD 0.00 1 0.00
SESSIONSERVER USD 0.00 3 0.00
SELECTFEED PLUS STORYBRDCST PC USD 540.00 2 1,080.00
MARKETFEED BOX USD 0.00 2 0.00
REUTERS DATAFEED TRIARCH W/DACS USD 0.00 5 0.00
SFP BCST STORY BROADCAST MODE USD 0.00 2 0.00
SELECTFEED - 600 RJCS USD 0.00 2 0.00 ND
SELECTFEED PLUS - UNLIMITED PAGES USD 0.00 2 0.00 ND
REUTERS 3000IP WORKSTATION USD 0.00 2 0.00
MARKETS 3000 SOFTWARE (IP) USD 0.00 2 0.00
MARKETS 3000 USER (IP) USD 1,210.00 2 2,420.00
REUTER 3000 MONEY USD 0.00 2 0.00
SELECTFEED -600 RICS USD 0.00 2 0.00 ND
Currency: Total Monthly Subscription Total Non Discounted
USD 32,290.00 0.00
Page: 1
<PAGE> 60
SCHEDULE B
--------------------------------------------------------------------------------
You hereby represent and warrant that the following are the only Sites and
Recipient Locations of yours receiving the Service at the Commencement Date
under this Agreement:
[List all Sites and Recipient Locations]
[Name] [Address]
<PAGE> 61
Schedule B - Negotiated
Loc code Location name City Country
AR27285 Instinet Corporation/Banco Frances BUENOS AIRES Argentina
CA02166 Instinet Canada TORONTO Canada
CH05214 Instinet Schweiz AG ZURICH Switzerland
FD66051 Instinet (Germany) FRANKFURT Germany
FR08728 Instinet (France) PARIS France
HK26412 Instinet Pacific Services Ltd HONG KONG Hong Kong
JP30369 Instinet Japan Limited Tokyo Branch TOKYO Japan
UK14644 Instinet UK Ltd LONDON United Kingdom
UK37154 Instinet UK Ltd LONDON United Kingdom
US16727 Instinet-US NEW YORK USA
US18634 Instinet (US) NEW YORK USA
US33691 Instinet - Production & Development NEW YORK USA
US34530 Instinet - Production & Development NEW YORK USA
US35699 Instinet - Production & Development NEW YORK USA
US35918 Instinet - Production & Development NEW YORK USA
US37239 Instinet (US) NEW YORK USA
US37685 Instinet (US) NEW YORK USA
US38412 Instinet - Production & Development NEW YORK USA
US38962 Instinet (US) NEW YORK USA
US39615 Instinet (US) NEW YORK USA
US39616 Instinet (US) NEW YORK USA
US39684 Instinet (US) NEW YORK USA
US39737 Instinet (US) NEW YORK USA
US40646 Instinet Corp. NEW YORK USA
US41389 Instinet (US) NEW YORK USA
US42367 Instinet NEW YORK USA
VZ60164 Instinet (Venezuela) CARACAS Venezuela
<PAGE> 62
SCHEDULE C
--------------------------------------------------------------------------------
Indonesia Antara News Agency
<PAGE> 63
SCHEDULE D
--------------------------------------------------------------------------------
The Discount
------------
2000 Annual Service Fees DISCOUNT %
US$ Million
--------------- ----------------
6.0 9.0%
6.6 10.5%
7.2 12.0%
8.0 13.5%
8.8 14.5%
9.6 15.3%
10.6 16.0%
11.6 16.5%
12.8 16.8%
14.2 17.1%
15.5 17.3%
17.0 17.6%
18.8 17.9%
20.6 18.2%
22.7 18.5%
25.0 18.8%
27.4 19.1%
30.3 19.4%
33.2 19.6%
34.9 19.8%
36.6 19.9%
38.5 20.1%
40.3 20.3%
42.4 20.4%
44.5 20.6%
46.8 20.8%
49.1 20.9%
51.5 21.1%
54.2 21.3%
56.8 21.5%
59.7 21.6%
62.6 21.8%
65.8 22.0%
<PAGE> 64
AS WITNESS the hands of the duly authorised representatives of the parties
hereto.
SIGNED
for and on behalf of
INSTINET GLOBAL HOLDINGS, INC.
/s/ John Oddie
------------------------------------------
Name: John Oddie
------------------------------------
Title: CEO of Global Equities
-----------------------------------
Date: 12/26/00
------------------------------------
SIGNED
for and on behalf of
REUTERS LIMITED
/s/ H. Wenzel
------------------------------------------
Name: H. Wenzel
------------------------------------
Title: Dir. Contract Mgt - Global Accounts
-----------------------------------
Date: 22/1/2001
------------------------------------
<PAGE> 65
REUTERS [LOGO]
REDISTRIBUTION ADDENDUM
TO REUTERS GLOBAL AGREEMENT
This Addendum to the Reuters Global Agreement dated 21 December 2000 (the
"Agreement") is made the 21st day of December 2000 between us, Reuters Limited
of 85 Fleet Street, London. EC4P 4AJ, England, and you, Instinet Global
Holdings, Inc of 875 Third Avenue, New York, NY 10022.
WHEREAS
A. You currently have, and wish to continue to be granted the right to
redistribute Market Data (as defined below), both internally and to your
Customers (as defined below) via the Instinet Services (as defined below)
B. Pursuant to Section 2.21(c) of the Reuters Business Principles, we wish to
continue to grant you the limited right to redistribute Market Data,
subject to the terms and conditions of this Addendum, and the payment of
the Service Fees set forth in Schedule A hereto.
THE PARTIES HEREBY AGREE AS FOLLOWS:
1. Definitions and Interpretation
In this Addendum:
1.1 "Addendum" means this document.
1.2 "Customer" means any customer of yours who is authorized by you to use the
Instinet Services.
1.3 "Instinet Services" collectively refers to the Instinet System, the R&A
Product and any substantially similar products or services.
<PAGE> 66
1.4 "Instinet System" means your real-time trading system which allows your
Customers to negotiate and execute orders electronically, and includes any
successor system or service.
1.5 "Letter Agreement" has the meaning set forth in Section 3.10 of this
Addendum.
1.6 "Market Data" means a subset of Information which is limited to (i) North
American exchange traded equities and equity derivative price information.
(ii) International exchange traded equities and equity derivative price
information, and (iii) our North American Securities News ("NASN")
product.
1.7 "R&A Product" means your Research and Analysis product, and includes any
successor product(s).
1.8 "Redistribution Service Fees" means the Service Fees payable by you with
respect to the rights granted in this Addendum.
1.9 Capitalized terms that are not defined in this Addendum will have the same
meaning as they bear in the Agreement.
1.10 This Addendum is subject to the terms of the Agreement, including without
limitation Section 2.2.3 of the Reuters Business Principles. However, in
the event of any inconsistency between the terms of this Addendum and the
Agreement in connection with the subject matter of this Addendum, the
terms of this Addendum shall prevail.
2. Commencement Date and Term
2.1 This Addendum will take effect on the Commencement Date and will be
terminable by either party upon 180 days notice to the other party.
Notwithstanding the foregoing, this Addendum shall terminate immediately
upon the termination or expiration of the Agreement.
2.2 This Addendum supersedes the terms of any prior agreement. contract,
proposal or understanding (whether written or oral) between us with
respect to the matters
2
<PAGE> 67
addressed herein, except for the Letter Agreement (which will continue in
effect to the extent provided in Section 3.10 hereof).
3. General
3.1 You may use, modify, alter, add value to. create derivative works from and
redistribute Market Data internally and to your Customers via the Instinet
Services, provided, however, that you shall be responsible for seeking and
obtaining any licenses, consents or permits required by any exchange or
other third party prior to redistribution of the Market Data in the manner
contemplated by this Addendum.
3.2 We acknowledge that we are party to certain agreements with certain third
parties under which you, as a member of the Reuters Group, are entitled to
redistribute to your Customers information (which does not include any
Information supplied to you pursuant to the Agreement) without any
obligation on your part to seek or obtain any license, consent or permit
required by any such third party or pay any redistribution fee directly to
any such third party or to us. We agree to give you not less than 180
days' prior written notice, or such shorter notice as is reasonably
practicable, of any change in any such agreement that would result in your
becoming so obligated.
3.3 You will indemnify and hold us harmless in respect of any loss, damage,
claim, cause of action, action or other injury (collectively, "Losses")
arising out of or occurring due to or in connection with the
redistribution of the Market Data, including, without limitation, any
Losses incurred by us as a result of your failure to obtain any required
license, consent or permit from any exchange or other third-party, except
to the extent that any such Losses result solely from our gross
negligence, willful misconduct or breach of third party agreement.
3.4 You shall reimburse us upon presentation of reasonable documentation for
(i) any charges actually imposed upon us by any exchange or other third
party in connection with the redistribution of Market Data as contemplated
by this Addendum and (ii) all additional administrative costs actually
incurred by us as a result of any rule, regulation or other requirement to
which we are subject (whether by law or contract), but solely to the
extent that such charges or
3
<PAGE> 68
administrative costs arise directly from your redistribution of Market
Data as contemplated hereby.
3.5 For so long as this Addendum remains in full force and effect, we hereby
grant you the limited right to redistribute Market Data pursuant to
Section 2.2.1(c) of the Reuters Business Principles, which are
incorporated into and form a part of the Agreement, but solely to the
extent necessary to enable you to take the actions expressly contemplated
by this Addendum.
3.6 The Redistribution Service Fees payable as of the date hereof are set
forth in Schedule A to this Addendum. The fees set forth on Schedule A are
based on a minimum of 10,000 Customers accessing Market Data via the
Instinet Services. subject to Clause 3.11 of the Agreement. We reserve
the right to discuss and renegotiate the Redistribution Service Fees with
you if we reasonably believe the total number of Customers accessing
Market Data via the Instinet Services is less than 10,000 for any two
consecutive Quarter Dates.
3.7 We both agree that the Redistribution Service Fees will not be discounted
pursuant to Clause 4.1 of the Agreement but will be included in the Total
Dollar Service Fees under Clause 4.2 of the Agreement.
3.8 We both acknowledge that the redistribution arrangement contemplated by
this Addendum (including the amount of the Redistribution Service Fees) is
unique, reflecting our current ownership relationship.
3.9 We acknowledge that in order to maintain neutrality, transparency and
anonymity, you cannot disclose any Customer name or identifying
information to us or any third-party for any reason.
3.10 Reference is made to the letter agreement dated July 13, 1999 between
Instinet Corporation and Reuters America Inc. relating to the provision of
NASN as part of Instinet's R&A Product, a copy of which is attached to
this Addendum as Exhibit A (the "Letter Agreement"). We both agree that
(i) the Letter Agreement shall continue in full force and effect, except
that paragraph 2 of Schedule A to the Letter Agreement shall be deleted,
and (ii) the Charges (as defined in the Letter Agreement) remitted to
Reuters under the Letter Agreement will not be
4
<PAGE> 69
discounted pursuant to Clause 4.1 of the Agreement but will be included in
the Total Dollar Service Fees under Clause 4.2 of the Agreement.
AS WITNESS the hands of the duly authorised representatives of the parties
hereto.
Signed )
for and on behalf of )
Instinet Global Holdings. Inc. )
/s/ John Oddie
------------------------------------------
Name: John Oddie
------------------------------------
Title: CEO of Global Equities
-----------------------------------
Date: 12/26/00
------------------------------------
Signed )
for and on behalf of )
Reuters Limited )
/s/ H. Wenzel
------------------------------------------
Name: H. Wenzel
------------------------------------
Title: Dir. Contract Mgt
-----------------------------------
Date: 28/1/2001
------------------------------------
REUTERS LIMITED
85 FLEET STREET
LONDON
EC4P 4AJ
5
<PAGE> 70
SCHEDULE A
Redistribution Service Fees
Schedule A to the Agreement reflects net cost of North American equities at
$20.00 per user per month: net cost of International equities at $50 per user
per month; and charges for NASN as per Letter Agreement.
6