Network Services Agreement - Reuters Ltd. and SAVVIS Communications Corp.
--------------------------------------------
NETWORK SERVICES AGREEMENT
--------------------------------------------
between
REUTERS LIMITED
and
SAVVIS COMMUNICATIONS CORPORATION
Dated as of September 28, 2001
<PAGE>
TABLE OF CONTENTS
PAGE
----
1. DEFINITIONS AND RULES OF CONSTRUCTION.................................2
2. SERVICES.............................................................11
3. RATES AND CHARGES....................................................12
4. TECHNOLOGY IMPROVEMENTS AND CHANGES..................................23
5. QUALITY OF SERVICE STANDARDS AND SERVICE CREDITS.....................28
6. SITES................................................................30
7. NETWORK MANAGEMENT...................................................31
8. SECURITY MANAGEMENT..................................................32
9. CONTINUITY PLANNING..................................................33
10. STRATEGIC ADVISORY COMMITTEE.........................................33
11. SET OFF..............................................................34
12. INVOICING AND PAYMENT................................................36
13. AUDIT................................................................37
14. TERM.................................................................39
15. TERMINATION BY REUTERS...............................................40
16. TERMINATION BY SAVVIS................................................40
17. EFFECT OF TERMINATION................................................41
18. REGULATORY COMPLIANCE................................................42
19. REGISTERED IP ADDRESSES..............................................42
20. DEVELOPMENT PROJECTS.................................................43
21. SITE PREPARATION.....................................................43
22. RIGHTS AND OBLIGATIONS OF SAVVIS.....................................43
23. SAVVIS PERSONNEL.....................................................46
24. DISCLAIMER OF WARRANTIES.............................................47
25. INDEMNIFICATION......................................................47
26. SUB CONTRACTORS......................................................50
27. EQUIPMENT AND SOFTWARE COMPATIBILITY.................................51
28. PROPRIETARY RIGHTS; LICENSE..........................................51
29. CONFIDENTIALITY......................................................52
30. DISPUTES.............................................................54
i
<PAGE>
TABLE OF CONTENTS
(CONTINUED)
31. FORCE MAJEURE........................................................55
32. DATA PROTECTION AND PRIVACY..........................................55
33. GENERAL PROVISIONS...................................................56
SCHEDULES:
SCHEDULE 2 - DESCRIPTION OF SERVICES
SCHEDULE 3 - RATES & CHARGES
SCHEDULE 5 - QUALITY OF SERVICE STANDARDS AND SERVICE
CREDITS
SCHEDULE 6 - SITES
SCHEDULE 7.1 - NETWORK AND SERVICE MANAGEMENT
SCHEDULE 7.3 - CONTRACT MANAGEMENT
SCHEDULE 8 - SECURITY MANAGEMENT
SCHEDULE 9 - BUSINESS CONTINUITY PLANNING
SCHEDULE 12 - BILLING AND FINANCIAL REPORTING
SCHEDULE 15 - CHANGE OF CONTROL; COMPANIES
SCHEDULE 22 - CASH FLOW FORECASTS AND SAVVIS BUSINESS PLAN
ii
<PAGE>
CONFIDENTIAL MATERIALS HAVE BEEN OMITTED FROM THIS EXHIBIT PURSUANT TO A REQUEST
FOR CONFIDENTIAL TREATMENT AND HAVE BEEN FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION. ASTERISKS DENOTE OMISSIONS.
NETWORK SERVICES AGREEMENT
--------------------------
This NETWORK SERVICES AGREEMENT (the "AGREEMENT") is entered
into as of September 28, 2001 (the "EFFECTIVE DATE"), by and between SAVVIS
Communications Corporation, a Delaware corporation ("SAVVIS"), and Reuters
Limited, a company incorporated in England under registered number 3918478
("REUTERS").
RECITALS
WHEREAS, the Reuters Group (as defined herein) is in the
business of providing data, news and other services to the financial services
sector and others throughout the world.
WHEREAS, SAVVIS is engaged in the business of providing
Internet Protocol backbone and other data transport services.
WHEREAS, Reuters America Inc. and Reuters S.A. (together with
Reuters America Inc., "PURCHASER"), both members of the Reuters Group, and
Bridge Information Systems, Inc., a Missouri corporation, on behalf of itself
and certain of its subsidiaries (collectively, "BRIDGE") have entered into that
certain Asset Purchase Agreement, dated as of May 3, 2001 (as the same may be
amended and restated from time to time as provided therein, the "ASSET PURCHASE
AGREEMENT"), pursuant to which Purchaser agreed to purchase certain assets and
business operations of Bridge, including shares of capital stock of certain
direct and indirect subsidiaries of Bridge, and assume certain liabilities
related thereto (the "ACQUIRED BUSINESS").
WHEREAS, pursuant to the terms and conditions set forth in the
Asset Purchase Agreement, Reuters entered into a binding letter agreement with
SAVVIS (the "NSA Term Sheet"), setting forth certain terms and conditions to be
included as part of a definitive network services agreement to be entered into
between Reuters and SAVVIS for the provision of certain data transport network
services by SAVVIS and members of the SAVVIS Group to the Reuters Group,
including operation, management and maintenance services.
NOW, THEREFORE, in consideration of the premises and the
mutual covenants contained herein and for other good and valuable consideration,
the receipt and adequacy of which are hereby acknowledged, the parties agree as
follows:
<PAGE>
1. DEFINITIONS AND RULES OF CONSTRUCTION
1.1.1 Certain Defined Terms. As used in this Agreement, the
following terms shall have the following meanings:
"ACCEPTANCE" means the acceptance procedures set forth in
Section 4.6 of this Agreement.
"ADDITIONAL SERVICES" means any wide-area data, voice and video
(using Internet Protocol) services, Internet
access and any related value- added services
that relate to or are improvements to any
existing Services that may be requested from
time to time by Reuters under the terms of this
Agreement or material changes to any of the
Services that do not introduce new types of
activities as part of the Services received by
Reuters or any other member of the Reuters
Group.
"AFFILIATE" means, with respect to any person, any other
person that directly, or indirectly through one
or more intermediaries, Controls or is
Controlled by, or is under Common Control with,
such person.
"AGREEMENT" means this Network Services Agreement by and
between SAVVIS and Reuters, including all
exhibits, schedules and attachments hereto, as
the same may be amended from time to time in
accordance with its terms.
"AGREEMENT YEAR" means each twelve-month period during the term
of this Agreement, with the initial Agreement
Year beginning on the Service Commencement Date
and ending on the day prior to the date that is
the first anniversary of the Service
Commencement Date, and each twelve-month period
thereafter.
"ASSET PURCHASE shall have the meaning set forth in the
AGREEMENT" Recitals.
"AUDIT" shall have the meaning set forth in Section
13.2 hereof.
"BANKRUPTCY means any and all amounts due from and payable
PAYMENTS" by Bridge, as debtor or debtor in possession,
or any trustee, examiner or other successor in
interest to Bridge, relating to the Services
made on or after May 3, 2001 either (i) paid
directly to SAVVIS or (ii) set off by SAVVIS
from any amounts payable by SAVVIS to Bridge.
2
<PAGE>
"BASKET" shall have the meaning set forth in Section 25.5
hereof.
"BRIDGE" means Bridge Information Systems, Inc., a
Missouri corporation, including any of its
subsidiaries, or any trustee, examiner or other
successor in interest thereto pursuant to the
bankruptcy proceeding under Chapter 11 in the
Eastern District of Missouri.
"BRIDGE IP shall have the meaning set forth in Section
ADDRESSES" 19.2 hereof.
"BUSINESS DAY" means a day (other than Saturday or Sunday) on
which commercial banks are open for business in
the City of London, England and in the City of
New York, USA.
"CHANGE CONTROL means the procedures set out in Schedule 7.3 for
PROCEDURE" implementing any change to the Services or the
ordering of New Services or Modifications or for
making any other amendment to the Services
provided under this Agreement.
"CHANGE OF CONTROL" means a business combination or other
transaction of SAVVIS, directly or indirectly
with any of the parties listed on Schedule 15
(or any of such parties' present and future
Affiliates), which Schedule may be reviewed and
revised by Reuters twice, in its sole
discretion, no sooner than twelve (12) months
and no later than thirty-six (36) months after
the Service Commencement Date; provided, that
each such review and revision shall occur at
least twelve (12) months after the previous
one, in order to add or remove during the
Initial Term of the Agreement up to a maximum
of ten (10) additional parties who are direct
competitors of Reuters or the applicable member
of the Reuters Group, whether such business
combination or other transaction is through a
consolidation, merger, purchase of equity
securities, other reorganization or investment
structure, in which any of such parties (either
alone or in combination) own, immediately after
such transaction, securities representing fifty
percent (50%) or more of the voting power of
the corporation or entity surviving such
transaction; provided, however, that (i) [**]
and (ii) [**], shall be exempt from inclusion
on Schedule 15.
"CHANGE RESPONSE" shall have the meaning set forth in Schedule
7.3 to this Agreement.
[**] CONFIDENTIAL TREATMENT REQUESTED
3
<PAGE>
"CIRCUIT" means any Core Circuit (as defined below) or a
Local Access Loop (as defined below).
"CONFIDENTIAL INFORMATION" shall have the meaning set forth in Section 29.1
hereof.
"CONTROL" means (including the terms "CONTROLLED BY" and
"UNDER COMMON CONTROL"), with respect to the
relationship between or among two or more
persons, the possession, directly or
indirectly, or as trustee or executor, of the
power to direct or cause the direction of the
affairs or management of a person, whether
through the ownership of voting securities, as
trustee or executor, by contract or otherwise,
including, without limitation, the ownership
directly or indirectly, of securities having
the power to elect a majority of the board of
directors or similar body governing the affairs
of such person; provided, however, that a
person shall not be deemed to Control any
person that is a publicly traded company if its
ownership of voting securities does not
constitute a majority of the voting securities
of such person. For the avoidance of doubt for
purposes of this definition, SAVVIS shall not
be deemed to be Controlled by any member of the
Reuters Group.
"CORE CIRCUIT" means a circuit between two SAVVIS POPs (as
defined below).
"COSTS" mean the fully allocated and reasonable costs
to SAVVIS of providing the Services, including
all costs of providing Services under this
Agreement (including (i) personnel costs, (ii)
depreciation and amortization expenses based on
the acquisition price paid by SAVVIS to Bridge
for the acquisition from Bridge of certain
assets for the provision of Network Services
(and the price paid by SAVVIS to third parties
for subsequent acquisitions of assets for the
provision of Network Services) and (iii) the
capital cost of any equipment financing for
such acquired assets).
"CUSTOMER PREMISES member of the Reuters Group or ameans equipment
EQUIPMENT" or "CPE" used to provide Services to a Reuters Customer
located at a Reuters Site or a Customer Site.
"CUSTOMER SITE" means each location that is a business location
of a Reuters Customer.
4
<PAGE>
"DESIGNATED REUTERS shall have the meaning set forth in Section
ENTITY" 12.1.1 hereof.
"DISPUTE NOTICE" shall have the meaning set forth in Section
30.1 hereof.
"DOMESTIC MMC" shall have the meaning set forth in Section
3.6.2 hereof.
"DOMESTIC MONTHLY shall have the meaning set forth in Section
SPEND" 3.6.8(B) hereof.
"DOMESTIC SERVICES" shall have the meaning set forth in Section
3.6.2 hereof.
"DOMESTIC SHORTFALL shall have the meaning set forth in Section
PAYMENT" 3.6.8(B) hereof.
"EFFECTIVE DATE" shall have the meaning set forth in the
preamble to this Agreement.
"EVENT OF DEFAULT" shall have the meaning set forth in Section
15.1 hereof.
"EXIT PLAN" shall have the meaning set forth in Section
17.2 hereof.
"FCC" shall have the meaning set forth in Section
22.2.1 hereof.
"FIRST ANNIVERSARY" means the first anniversary of the Effective
Date.
"INDEMNIFIED PARTY" shall have the meaning set forth in Section
25.1 hereof.
"INITIAL TERM" shall have the meaning set forth in Section 14
hereof.
"INTERNATIONAL MMC" shall have the meaning set forth in Section
3.6.2 hereof.
"INTERNATIONAL shall have the meaning set forth in Section
MONTHLY SPEND" 3.6.8(A) hereof.
"INTERNATIONAL shall have the meaning set forth in Section
SERVICES" 3.6.2 hereof.
"INTERNATIONAL shall have the meaning set forth in Section
SHORTFALL PAYMENT" 3.6.8(A) hereof.
"IPRs" shall have the meaning set forth in Section
20.2 hereof.
5
<PAGE>
"LOCAL ACCESS LOOP" means any circuits leased from, or otherwise
provided by, a U.S. or international
telecommunications provider, including SONET
rings, providing connectivity between a SAVVIS
POP, on the one hand, and Reuters, any member
of the Reuters Group, any Reuters Customer or
any third-party supplier of any member of the
Reuters Group, on the other hand.
"LOSS" OR "LOSSES" shall have the meaning set forth in Section
25.1 hereof.
"MMC" shall have the meaning set forth in Section
3.6.2 hereof.
"MODIFICATION" means any improvement, alteration, addition,
enhancement or other change to any existing
Service requested by any member of the Reuters
Group or any applicable member of the SAVVIS
Group from time to time pursuant to the Change
Control Procedure.
"NETWORK" means the Network Equipment, together with the
Circuits used from time to time to provide the
Services hereunder.
"NETWORK means telecommunications equipment (including
EQUIPMENT" satellite equipment, hardware, software and
related cables and connectors), together with
any network management system required to
manage and/or administer such
telecommunications equipment used by any member
of the SAVVIS Group from time to time to
provide the Services hereunder, but excluding
CPE.
"NETWORK SERVICES" means U.S. and international wide-area data,
voice and video (using Internet Protocol)
services, including the management of Customer
Premises Equipment (such as routers) associated
with such services, Internet access and related
value-added services such as co-location and
firewalls.
"NEW SERVICES" means any wide-area data, voice and video
(using Internet Protocol) services, Internet
access and any related value added services of
a type not currently included as part of the
Services as of the Effective Date that may be
requested from time to time by Reuters after
the date hereof to be provided by SAVVIS or a
member of the SAVVIS Group under the terms of
this Agreement.
"OA" shall have the meaning set forth in Section
19.2 hereof.
6
<PAGE>
"PRIVACY POLICY" shall have the meaning set forth in Section
32.3 hereof.
"PROJECT" has the meaning set forth in Schedule 7.3 to
this Agreement.
"QUALITY OF SERVICE means the standards set forth in Schedule 5 to
STANDARDS" his Agreement for the performance of the
Services provided under this Agreement, as
amended from time to time by written agreement
of the parties hereto.
"REQUEST DATE" shall have the meaning set forth in Section
4.1.2 hereof.
"REQUEST FOR CHANGE" shall have the meaning set forth on Schedule
7.3 to this Agreement.
"RESIDUAL REVENUE" means the total revenues collected by SAVVIS
from third parties, other than Supported Third
Party Customers, for use of SAVVIS's
international lines minus [**] of such total
revenues.
"REUTERS CUSTOMERS" means any customer or distributor from time to
time of the Reuters Group.
"REUTERS GROUP" means Reuters and its direct and indirect
subsidiaries and any holding company and any
subsidiaries of such holding company from time
to time, together with such entities as are
from time to time operating as authorised
distributors of Reuters in territories due to
the local law not permitting Reuters to operate
through a subsidiary in those territories. For
the purpose of this definition a company is a
"subsidiary" of a "holding company" (including
where appropriate Reuters) if that holding
company owns, directly or indirectly, at least
fifty per cent (50%) of the voting stock of
that company or otherwise has the right to
exercise Control over such company.
"REUTERS SITE" means any business location of Reuters or any
member of the Reuters Group from time to time.
"SAVVIS BILLING shall have the meaning set forth in Section
SUBSIDIARY" 12.1.1 hereof.
[**] CONFIDENTIAL TREATMENT REQUESTED
7
<PAGE>
"SAVVIS GROUP" means SAVVIS and any direct and indirect
subsidiaries of SAVVIS from time to time,
together with such entities as are from time to
time operating as authorised distributors of
SAVVIS in territories due to the local law not
permitting SAVVIS to operate through a
subsidiary in those territories. For the
purpose of this definition a company is a
"subsidiary" of SAVVIS if SAVVIS owns, directly
or indirectly, at least fifty per cent (50%) of
the voting stock of that company or otherwise
has the right to exercise Control over such
company.
"SAVVIS IPRs" shall have the meaning set forth in Section
20.3 hereof.
"SAVVIS PERSONNEL" means any employees, consultants, advisors or
subcontractors (regardless of whether or not
such persons are employed by any member of the
SAVVIS Group) providing Services pursuant to
this Agreement on behalf of SAVVIS or any
member of the SAVVIS Group; provided, that
employees of Reuters or any member of the
Reuters Group shall not constitute SAVVIS
Personnel under this Agreement.
"SAVVIS POP" means a physical location where SAVVIS or any
member of the SAVVIS Group has a presence of
network access and other similar sites as set
forth on Schedule 6 hereto, as such schedule
may be amended from time to time through the
Change Control Procedure in accordance with the
terms of this Agreement.
"SAVVIS SEC shall have the meaning set forth in Section
DOCUMENTS" 22.2.12 hereof.
"SERVICE means the Closing Date as defined in the Asset
COMMENCEMENT Purchase Agreement, or such other date as the
DATE" parties hereto may agree upon in writing.
"SERVICE" or means any of the Services listed on Schedule 2
"SERVICES" hereto to be provided by SAVVIS or any other
member of the SAVVIS Group to the Reuters
Group, as such Schedule may be amended from
time of time by written agreement of the
parties hereto, including all New Services,
Additional Services and Modifications provided
by SAVVIS or any member of the SAVVIS Group
hereunder pursuant to the Change Control
Procedure provided for in this Agreement.
8
<PAGE>
"SERVICE CREDIT" means the credits against the rates and charges
for the Services which SAVVIS and the members
of the SAVVIS Group shall provide the
applicable members of the Reuters Group upon
the occurrence of a Service Failure, which
credits shall be calculated in accordance with
Schedule 5 hereto, as the same may be amended
from time to time by written agreement of the
parties hereto.
"SERVICE ELEMENT" means the individual services identified as
part of the Services in Schedule 2 to this
Agreement, as the same may be amended from time
to time by written agreement of the parties
hereto.
"SERVICE FAILURE" means the failure to provide a Service Element
in accordance with the Quality of Service
Standards for such Service Element.
"SITES" means the locations of members of the Reuters
Group and Reuters Customers, including, without
limitation, any data centers thereof.
"STRATEGIC shall have the meaning set forth in Section 10
ADVISORY COMMITTEE" hereof. "Supported Third Party means customers
who receive services from a third party that
acquired Customers" any assets from Bridge,
(including, without limitation, customers of
the Telerate Business) in the United States,
Canada, Bermuda and certain countries and
territories in the Caribbean, as applicable (i)
who are supported by Reuters or any member of
the Reuters Group pursuant to any contract or
obligation relating to Reuters acquisition of
Bridge Information Systems, Inc. and its
subsidiaries and (ii) who receive services
provided by SAVVIS.
"TELERATE BUSINESS" means the business and operations of Telerate
Holdings, Inc. and its direct and indirect
subsidiaries.
"TRANSITION PERIOD" shall have the meaning set forth in Section
17.1 hereof.
"UNITED STATES" means the continental United States, Alaska,
Hawaii and Puerto Rico.
"VOLUME RELATED means any volume related discount agreed to
DISCOUNT" between the parties hereto as provided in
Section 3.2 hereof.
9
<PAGE>
1.2 Terms Generally, Rules of Construction.
--------------------------------------
1.2.1 The Schedules shall have the same force and effect as if
expressly set out in the body of this Agreement, and any reference to this
Agreement shall include the Schedules or any other exhibit or attachment to this
Agreement. To the extent that there is an inconsistency between the terms of the
body of this Agreement and the Schedules, the body of this Agreement shall
prevail, unless the Schedule expressly states that it is to prevail over the
terms of the body of this Agreement.
1.2.2 In construing this Agreement, unless the context otherwise
requires:
(A) all defined terms shall apply equally to both the plural as
well as the singular forms of the terms defined; any pronoun shall also
include the corresponding masculine, feminine and neuter forms;
(B) unless otherwise stated, the words "herein", "hereunder" and
other similar words refer to this Agreement as a whole and not to a
particular Section or other subdivision;
(C) references to "Sections" and "Schedules" are to sections of,
and schedules to, this Agreement and references to paragraphs are to
paragraphs of the relevant Schedule to this Agreement;
(D) references to a "person" shall be construed so as to include
any individual, firm, company or other corporate body, government, state or
agency of a state, local or municipal authority or government body or any
joint venture, association, partnership, limited liability company or
limited partnership (whether or not having separate legal existence);
(E) a reference to any statute or statutory provision shall be
construed as a reference to the same as it may have been, or may from time
to time be, amended, modified or re-enacted;
(F) any reference to a "day" (including within the phrase
"Business Day") shall mean a period of twenty-four (24) hours running from
midnight to midnight;
(G) references to times are to local times in New York, New York,
unless otherwise stated;
(H) a reference to any other document referred to in this
Agreement is a reference to that other document as amended, varied, novated
or supplemented (other than in breach of the provisions of this Agreement)
at any time;
10
<PAGE>
(I) headings and titles are for convenience only and shall not
affect the interpretation of this Agreement;
(J) a reference in relation to any particular jurisdiction to any
specific legal term for any action, remedy, method of judicial proceeding,
legal document, legal status, court, official or any legal concept or thing
shall in respect of any other jurisdiction be treated as a reference to any
analogous term in that jurisdiction;
(K) any list or examples following the word "including" shall be
interpreted without limitation to the generality of the preceding words;
(L) general words shall not be given a restrictive meaning, where
introduced by the word "other", by reason of the fact that they are preceded
by words indicating a particular class of acts, matters or things, nor by
reason of the fact that they are followed by particular examples intended to
be embraced by the general words; and
(M) references to "$" are to U.S. Dollars
1.3 Agreement of Reuters Group and SAVVIS Group. For the avoidance of
doubt, this Agreement (i) is entered into by Reuters for the benefit of the
Reuters Group and (ii) is entered into by SAVVIS for the benefit of the SAVVIS
Group.
2. SERVICES
2.1 Services. Beginning on the Service Commencement Date and for the
term of this Agreement, SAVVIS shall provide and shall cause the members of the
SAVVIS Group to provide delivery, management and implementation of the following
Services (as more fully described on Schedule 2 to this Agreement) pursuant to
the terms and conditions set forth in this Agreement:
2.1.1 SAVVIS Intelligent IP Network (SM) services, including:
(A) Managed Services;
(B) Multicast delivery (including Bridge Feed Broadcast and the
XNET network);
(C) Data Feed Collector Network (including Ticknet and the Data
Feed Collector);
(D) Managed Security Services;
(E) Office Automation Network;
(F) Internet access;
11
<PAGE>
(G) Professional Services; and
(H) Remote Dial access.
2.1.2 Co-location services, including co-location facilities (excluding
the facility located at 587 McDonnell Boulevard, Hazelwood, Missouri).
2.2 Non-exclusive Relationship. Notwithstanding any provisions of this
Agreement to the contrary, and without prejudice to the provisions of Sections
3.6.3(D) and 3.6.3(E) hereof, the Reuters Group shall not have any obligation to
use any Services (including any obligation to require any Reuters Customers,
whether such Reuters Customers are those acquired from Bridge or otherwise, to
use any Services) or pay for such terminated Services after the effective date
of cancellation of such Service or Services (except for any payments otherwise
set forth or provided for in this Agreement or in the applicable Schedules to
this Agreement), and any member of the Reuters Group may cancel any Services
provided pursuant to this Agreement or any other services otherwise received
from the SAVVIS Group at any time for any reason, at the Reuters Group's sole
discretion; provided, however, that any obligations of Reuters or any member of
the Reuters Group to pay the MMC in accordance with the provisions of Section
3.6 hereof (including, without limitation, the provisions of Sections 5.2.2 and
3.6.3 relating to the adjustment of the MMC) shall remain in effect for the term
of this Agreement. In the event that the Reuters Group cancels any Services
(including any cancellation of any Services by a Reuters Customer), neither
SAVVIS nor any member of the SAVVIS Group shall take any action which would
frustrate or otherwise hinder such termination or the migration of any Reuters
Customers affected by such cancellation or termination to another provider of
Network Services.
2.3 Shared Circuits. The parties hereto recognize and agree that the
services provided to Supported Third Party Customers shall constitute Services
provided by SAVVIS under the terms of this Agreement and Reuters or the
applicable member of the Reuters Group shall charge such Supported Third Party
Customers directly for the provision of such services.
3. RATES AND CHARGES
3.1 Initial Rates for Services. Reuters shall, or shall cause the applicable
member of the Reuters Group to, pay SAVVIS or the applicable member of the
SAVVIS Group, as provided herein, for Services provided hereunder calculated
according to the rates and charges set forth in Schedule 3 hereof, which
Schedule 3 shall be amended from time to time by the written agreement of the
parties.
3.1.1 Initial Rates until First Anniversary. Until the First
Anniversary, Reuters or the applicable member of the Reuters Group shall pay for
Services provided hereunder at rates and charges in an amount equal to the
lesser of (i) the product of applicable prices for the Services as set forth on
Schedule 3 to this Agreement and the actual Services provided under this
Agreement and (ii) the total Cost to SAVVIS of providing all of the Services to
the Reuters Group plus a mark-up on such total Cost of [**]
[**] CONFIDENTIAL TREATMENT REQUESTED
12
<PAGE>
3.1.2 Rates Following First Anniversary and Most Favored Nations
Treatment. On and after the First Anniversary, Reuters or the applicable member
of the Reuters Group shall pay for Services provided hereunder at rates and
charges equal to the lesser of (i) applicable market rates as set forth on
Schedule 3 hereto and (ii) the most favorable terms SAVVIS or the SAVVIS Group
offers to any person for any products and services similar in scope and type in
each applicable service region of the Services. SAVVIS shall provide, and shall
cause the members of the SAVVIS Group to provide, the Services on terms
(including terms relating to price, Service Credits, and/or introduction of
developments under Section 4.1.3 hereof) which are no less favorable than
reasonably comparable services offered to any other customer of any member of
the SAVVIS Group.
3.2 Volume-Related Discounts. SAVVIS or the applicable member of the SAVVIS
Group shall discount certain specified charges to the Reuters Group in
accordance with a Volume Related Discount agreed to in writing between the
parties hereto.
3.3 Market Tracking for Circuits. In addition to other obligations set forth
in this Section 3 and elsewhere in this Agreement, SAVVIS shall (or shall cause
the relevant member of the SAVVIS Group to) vigorously pursue opportunities for
cost reductions to ensure that the cost of the Circuits remains comparable to
the cost of reasonably comparable services in the market. SAVVIS and the
applicable members of the SAVVIS Group shall brief Reuters every three (3)
months on activities undertaken by or for the benefit of any member of the
SAVVIS Group to ensure that the costs of Circuits are and remain competitive.
The parties shall discuss in good faith, with a view to agreeing, SAVVIS's
priorities for cost reduction activities over the following three (3) months.
SAVVIS and all members of the SAVVIS Group shall comply with any such agreed
upon priorities.
3.4 Year 1 Price Review. Within thirty (30) days following the First
Anniversary, SAVVIS shall present to Reuters a detailed report which sets forth
for the initial Agreement Year (i) the total globally aggregated Costs to SAVVIS
of providing the Services to the Reuters Group pursuant to this Agreement and
(ii) the total rates and charges paid by Reuters and the applicable members of
the Reuters Group for the actual Services provided to the Reuters Group pursuant
to this Agreement.
3.4.1 In the event that the report indicates that the rates and charges
paid by Reuters to SAVVIS for the Services provided during the initial Agreement
Year exceed an amount equal to the total Cost to SAVVIS of providing all of the
Services to the Reuters Group plus a mark-up on such total Cost of [**], then
SAVVIS shall provide a credit to Reuters or the applicable member of the Reuters
Group in the amount of all such overpayments.
[**] CONFIDENTIAL TREATMENT REQUESTED
13
<PAGE>
3.4.2 In the event that Reuters disputes the results or methodology of
the report as presented by SAVVIS in accordance with this Section 3.4, then
Reuters shall have the right to conduct an audit to verify the accuracy of the
total globally aggregated Costs to SAVVIS of providing the Services to the
Reuters Group pursuant to this Agreement during the initial Agreement Year and
the total rates and charges paid by Reuters and the applicable members of the
Reuters Group for the actual Services provided to the Reuters Group pursuant to
this Agreement during the initial Agreement Year. Such audit may be conducted by
professional auditors or advisers selected in accordance with the provisions of
Section 13.2 hereof. SAVVIS shall comply with the provisions of Section 13.3
hereof in providing cooperation to the Reuters Group in connection with any
audit conducted pursuant to this Section 3.4.
3.4.3 Upon the conclusion of any audit conducted by Reuters pursuant to
this Section 3.4, if such audit reveals a discrepancy in SAVVIS's charges for
the Services provided in the first Agreement Year of [**]or more above the total
Cost to SAVVIS of providing all of the Services to the Reuters Group plus a
mark-up on such total Cost of [**], then the costs of such audit shall be paid
by SAVVIS in accordance with Section 13.6 hereof and SAVVIS shall provide a
credit to Reuters or the applicable member of the Reuters Group equal to the
amount of any and all overpayments.
3.5 Price Review and Benchmarking.
-----------------------------
3.5.1 Within fourteen (14) days following the First Anniversary and
each year anniversary thereafter, price reviews may be conducted by Reuters no
more than twice per year in accordance with, and upon satisfaction of, the terms
and conditions set forth in Schedule 3 hereof.
3.5.2 In connection with any price review conducted pursuant to Section
3.5.1 hereof, SAVVIS shall (or shall cause the relevant member of the SAVVIS
Group to) notify Reuters and the applicable member of the Reuters Group in
accordance with the relevant price review process set out in Schedule 3 hereof
of its proposed charges for the Services and each Service Element. Reuters or
the applicable member of the Reuters Group shall have the right to require such
proposed charges to be benchmarked in accordance with the applicable provisions
and procedures of Schedule 3 of this Agreement.
3.5.3 Notwithstanding the price reviews undertaken pursuant to Section
3.5.1 hereof and any benchmarking undertaken pursuant to Section 3.5.2 hereof,
neither SAVVIS nor any member of the SAVVIS Group may increase any of the rates
and charges set forth on Schedule 3 during the term of this Agreement.
3.6 Minimum Monthly Commitment (MMC).
--------------------------------
3.6.1 If the aggregate amount payable by the Reuters Group to SAVVIS in
respect of any calendar month does not exceed (i) in the case of International
Services, the International MMC, and (ii) in the case of Domestic Services, the
Domestic MMC, as calculated in accordance with the provisions of Section 3.6.2
[**] CONFIDENTIAL TREATMENT REQUESTED
14
<PAGE>
hereof, subject to the other provisions of this Section 3, Reuters shall, or
shall cause the applicable member of the Reuters Group to, pay to SAVVIS the
Shortfall Payment as determined in accordance with Section 3.6.8 hereof.
3.6.2 Subject to Section 3.6.3, the MMC for each calendar month during
the term of this Agreement shall be as follows:
MMC = International MMC + Domestic MMC
(A) "INTERNATIONAL MMC" (which applies to the minimum monthly
commitment for (1) Asia and Europe Multicast and Data Feed Collector
Network Services, (2) Canadian Multicast and Data Feed Collector Network
Services, (3) United States Data Feed Collector Network Services and (4)
all international and domestic co-location Data Feed Collector Network
Services (each an "International Service" and collectively, "International
Services")) shall be as follows:
MINIMUM AMOUNT TOTAL MINIMUM
AGREEMENT YEAR PER MONTH AMOUNT PER YEAR
-------------- --------- ---------------
Year 1 [**] [**]
Year 2 [**] [**]
Year 3 [**] [**]
Year 4 [**] [**]
Year 5 [**] [**]
Total of Years 1-5 N/A [**]
Notwithstanding the foregoing, the International MMC shall be equal to zero
in the event that the Reuters Group makes total payments to SAVVIS for
International Services equal to [**] less the amount of any Bankruptcy
Payments, as provided in Section 11.2 hereof. The aggregate International
MMC of [**] will be increased, on a reasonable and agreed basis, if Reuters
requires bandwidth commitments in addition to the amounts provided hereunder
that result in any new cost commitments to the SAVVIS Group in addition to
their then-existing cost commitments.
(B) "DOMESTIC MMC" (which applies to the minimum monthly
commitment for all Services other than International Services (each, a
"DOMESTIC SERVICE" and collectively, "DOMESTIC SERVICES")) shall be as
follows:
[**] CONFIDENTIAL TREATMENT REQUESTED
15
<PAGE>
MINIMUM AMOUNT TOTAL MINIMUM
AGREEMENT YEAR PER MONTH AMOUNT PER YEAR
-------------- --------- ---------------
Year 1 [**] [**]
Year 2 [**] [**]
Year 3 [**] [**]
Year 4 [**] [**]
Year 5 [**] [**]
Total of Years 1-5 N/A [**]
For the avoidance of doubt, as used herein, the term "DOMESTIC SERVICE" or
"DOMESTIC SERVICES" shall include any Services, other than International
Services, provided in the United States and Canada; provided, however, that
any Services (Domestic Services or International Services) provided in the
United States and Canada will be treated separately for regulatory purposes
if required by an applicable governmental regulatory authority of competent
jurisdiction.
3.6.3 Each of the International MMC and the Domestic MMC, as
applicable, payable hereunder shall be reduced in the following
circumstances, as provided in this Section 3.6.3 and Section 3.6.5 hereof:
(A) in the event of a failure, refusal or inability by any member
of the SAVVIS Group to provide Services (including in circumstances
described in Section 18 hereof) as contemplated under this Agreement, the
International MMC and Domestic MMC, as applicable, shall immediately be
reduced by the reasonable charges incurred by the Reuters Group of procuring
comparable services from any third party; provided, however, that in the
event SAVVIS or any applicable member of the SAVVIS Group (i) is prohibited
by a governmental authority of competent jurisdiction from providing any New
Services pursuant to this Agreement after SAVVIS has made all commercially
reasonable efforts to appeal such prohibition, (ii) is required by a
governmental authority of competent jurisdiction or the laws of such
jurisdiction to enter into a partnership, joint venture or distributorship
arrangement with any local third person resident in such jurisdiction solely
in order to be capable of providing any New Services pursuant to this
Agreement, or (iii) is unable, fails or refuses to provide Services as
contemplated hereunder, through no fault of SAVVIS or any member of the
SAVVIS Group, in any jurisdiction outside of the United States and Canada
where SAVVIS or any member of the SAVVIS Group provides Services to
customers in the specific jurisdictions designated as Customer
Self-Provision Countries and Distributor Countries (as such terms are
defined in Section 8.1(C) of Schedule 2 to this Agreement) as specified in
16
<PAGE>
Schedule 2 (Section 8.1) and Schedule 6 hereto, then neither the
International MMC nor the Domestic MMC shall be reduced as provided in this
Section 3.6.3 for any such failure or inability of SAVVIS or the applicable
member of the SAVVIS Group to provide such New Services;
(B) in the event that Reuters or any member of the Reuters Group
exercises its rights to terminate a Service or Service Element pursuant to
Section 5.2.2 hereof, the International MMC and the Domestic MMC, as
applicable, shall immediately be reduced by the reasonable charges incurred
by the Reuters Group for procuring and implementing comparable services from
any third party;
(C) sixty (60) days after Reuters gives SAVVIS notice of any sale,
divestiture or liquidation of a member of the Reuters Group that reduces the
volume of network services contemplated under this Agreement as of the
Service Commencement Date to be required by Reuters hereunder,
notwithstanding Reuters commercially reasonable efforts to avoid such
reduction in the volume of network services, the parties will mutually agree
to reduce, as appropriate, the International MMC and the Domestic MMC, as
applicable, to reflect the actual new usage after the sale, divestiture or
liquidation and Reuters shall use commercially reasonable efforts to cause
the person acquiring the assets or stock to assume such amount of payment
obligations that Reuters and SAVVIS agree to reduce;
(D) sixty (60) days after Reuters gives SAVVIS written notice of
any general business downturn beyond the Reuters Group's reasonable control
that reduces the volume of network services required by the Reuters Group
contemplated hereunder as of the Service Commencement Date, notwithstanding
Reuters and the applicable member of the Reuters Group's commercially
reasonable efforts to avoid such reduction, SAVVIS will reduce, as
appropriate, the International MMC and Domestic MMC, as applicable, to
reflect the new revenue billing actuals after such business downturn. This
provision shall not apply in the event that the Reuters Group reduces the
volume of network services contemplated hereunder as of the Service
Commencement Date required primarily to (i) reduce its overall use of
telecommunications, other than in circumstances beyond the Reuters Group's
reasonable control; or (ii) transfer portions of its traffic from the
customer base acquired from Bridge to providers other than SAVVIS;
(E) if for regulatory or compliance reasons Reuters and the
members of the Reuters Group are permitted to acquire only part of the
assets of Bridge contemplated to be purchased under the Asset Purchase
Agreement as of May 3, 2001 (a "PARTIAL ACQUISITION"), the International MMC
and the Domestic MMC, as applicable, shall immediately be reduced to reflect
the assets actually acquired pursuant to such Partial Acquisition and the
volume of Network Services actually required by Reuters or the applicable
17
<PAGE>
members of the Reuters Group with respect to such Partial Acquisition as
compared to the volume of Network Services contemplated hereunder with
respect to all of the assets contemplated to be purchased under the Asset
Purchase Agreement;
(F) upon the completion of any audit described in Section 13.1
hereof, the International MMC and the Domestic MMC, as applicable, shall
immediately be reduced to reflect the actual number of Circuits that
actually are in service in the continental United States as determined by
such audit;
(G) in the event any cost reductions are generated from mutually
agreed-upon cost reduction programs developed in accordance with Section 10
hereof, the International MMC and the Domestic MMC, as applicable,
immediately shall be reduced by such cost reductions applicable to the
Services;
(H) in the event of any consolidation pursuant to Section 3.3
hereof or any Volume-Related Discount provided pursuant to Section 3.2
hereof; and
(I) in the event that Reuters or the applicable member of the
Reuters Group cancels (i) any Data Feed Collector Network Services at any of
the SAVVIS factilities located in (A) Bogota, Colombia, (B) Panama, (C)
Bermuda, or (D) Caracas, Venezuela or (ii) any Local Access Loops related to
the Data Feed Collector Network Services, then the International MMC
immediately shall be reduced by the amounts set forth below:
Location Reduction in International MMC
-------- ------------------------------
Bogota, Columbia [**]
Bermuda [**]
Panama [**]
Caracas, Venezuela [**]
DFC Local Access Loops Actual cost for each such
Local Access Loop, up to a
maximum of [**]
provided, however, that notwithstanding any reduction in the International
MMC provided for in this Section 3.6.3(I), Reuters and the applicable
members of the Reuters Group shall pay any third party charges incurred by
SAVVIS or the applicable members of the SAVVIS Group with respect to the
cancellation of any Data Feed Collector Network Services for the four
locations referenced above and any Local Access Loops for the Data Feed
Collector Network Services.
3.6.4 In order to reflect usage by third parties of the SAVVIS
international lines dedicated for the Multicast delivery and the Data Feed
Collector Network, the total of all revenues collected by SAVVIS from third
parties, other than Supported Third Party Customers, for use of SAVVIS's
[**] CONFIDENTIAL TREATMENT REQUESTED
18
<PAGE>
international lines shall be shared on a quarterly basis by providing to Reuters
or the applicable member of the Reuters Group, a credit for current Services
equal to [**] of the Residual Revenue for such quarter. SAVVIS shall also
provide to Reuters once every three (3) months a report which sets forth the
calculation of the amount of the Residual Revenue for such three (3) month
period. SAVVIS and the members of the SAVVIS Group shall use commercially
reasonable efforts to sell capacity on the international lines to third parties.
For the avoidance of doubt, all revenues collected by SAVVIS directly from
Supported Third Party Customers shall be retained solely by SAVVIS and neither
the International MMC nor the Domestic MMC shall be subject to adjustment
pursuant to this Section 3.6.4. SAVVIS and the members of the SAVVIS Group
shall, on the reasonable written request of the Reuters Group, provide Reuters
and the applicable members of the Reuters Group with reasonable evidence of its
sales efforts and any such reductions; provided, however, that the Reuters Group
shall not make such a request more than twice in any twelve (12) month period.
3.6.5 For the avoidance of doubt, except as expressly provided in
Section 3.6.3(I) hereof, any adjustment in the International MMC and Domestic
MMC required pursuant to the terms of Sections 3.6.3 and 4.1.4 hereof (or any
other adjustment) to the International MMC and Domestic MMC under this Agreement
shall apply equally to the International MMC and the Domestic MMC, respectively.
3.6.6 Upon the occurrence of any regulatory or compliance condition
resulting in a Partial Acquisition requiring application of Section 3.6.3(E)
hereof, Reuters or the applicable member of the Reuters Group shall give SAVVIS
notice (the "REGULATORY NOTICE") as soon as reasonably practicable after the
occurrence of such regulatory or compliance condition. In the event the MMC is
reduced by [**] or more as a result of a Partial Acquisition and the application
of Section 3.6.3(E), the Chief Operating Officer of SAVVIS and Managing Director
- Reuters shall, or either party's designated representative shall, renegotiate
in good faith the rates and charges payable under Section 3.1 of this Agreement
for any Services still to be provided hereunder by SAVVIS or the applicable
member of the SAVVIS Group to the Reuters Group. Irrespective of such
renegotiation and review of the rates and charges, SAVVIS or the applicable
member of the SAVVIS Group shall offer each such Service to the Reuters Group
that is subject to renegotiation and review pursuant to this Section 3.6.6 at no
greater than the lesser of (a) the applicable market rate and (b) the most
favorable price SAVVIS offers for any product and service similar in scope and
type to such Service. If the Chief Operating Officer and Managing Director
cannot reach agreement on such pricing terms of any such Service still to be
provided by SAVVIS or the applicable member of the SAVVIS Group to the Reuters
Group by the date that is fifteen (15) days after the date SAVVIS receives the
Regulatory Notice (the "DISPUTE DATE"), then the parties shall as soon as
possible thereafter implement the price review and benchmarking procedures
provided in Section 3.5 hereof (provided that none of the time periods specified
in Schedule 3 shall apply to any price review or benchmarking to be conducted
pursuant to this Section 3.6.6), and each party shall use its commercially
reasonable efforts to implement such procedures and establish the pricing terms
for such Service within thirty (30) days of the Dispute Date.
[**] CONFIDENTIAL TREATMENT REQUESTED
19
<PAGE>
3.6.7 For the avoidance of doubt, SAVVIS and the members of the SAVVIS
Group shall credit against any amounts due and payable by Reuters or any member
of the Reuters Group pursuant to this Agreement (including, without limitation,
the International MMC and the Domestic MMC payable hereunder) the following:
(A) the amount of any Service Credits paid or credited by SAVVIS
or the applicable member of the SAVVIS Group;
(B) the amount of any (i) Bankruptcy Payments (as provided in
Section 11 hereof) and (ii) payments made by the Reuters Group to any of
SAVVIS's telecommunications providers in accordance with Section 3.9 of this
Agreement;
(C) any payments from Reuters Customers for Services which were
previously acquired from any member of the Reuters Group; and
(D) any overpayments made by any member of the Reuters Group for
Services provided hereunder or any other credits due to any member of the
Reuters Group (including, without limitation, pursuant to any audit under
Section 3.4 hereof or Section 13 hereof).
For the further avoidance of doubt, any credits due to Reuters or any member of
the Reuters Group under this Agreement that arise under Sections 3.6.7(A), (B)
or (C) hereof shall be applied equally against any amounts due and payable
hereunder with respect to the International MMC and the Domestic MMC for
purposes of calculating the Domestic Monthly Spend and the International Monthly
Spend, respectively, under this Agreement. Any credits arising under Section
3.6.7(D) shall be allocated to the International MMC and Domestic MMC, as
applicable, for purposes of determining the Domestic Monthly Spend and
International Monthly Spend under this Agreement for any given month during the
Initial Term hereof (i) for purposes of any overpayments, to the appropriate MMC
from which such overpayments arose, and (ii) for purposes of any credits for any
audits performed under this Agreement, to the appropriate MMC hereunder based on
whether such audit results in credits with respect to Domestic Services (in
which case any such credits shall be allocated to the Domestic Monthly Spend) or
International Services (in which case any such credits shall be allocated to the
International Monthly Spend).
3.6.8 Any Shortfall Payment (as defined herein) payable by Reuters or
the applicable member of the Reuters Group hereunder shall be calculated as set
forth in this Section 3.6.8.
(A) In the event that the Reuters Group has not utilized
International Services hereunder in any month during the Initial Term of
this Agreement where the monthly fees payable under the terms of this
Agreement for such International Services received during such month
(exclusive of any credits to be allocated in such month pursuant to Section
3.6.7 hereof) would satisfy the International MMC payable hereunder for any
such month, Reuters or the applicable member of the Reuters Group shall make
20
<PAGE>
a shortfall payment (such payment, the "INTERNATIONAL SHORTFALL PAYMENT") to
SAVVIS calculated as follows:
International Shortfall Payment = (International MMC - International
Monthly Spend)
For the avoidance of doubt, the term "INTERNATIONAL MONTHLY SPEND" as used
in this Section 3.6.8(A) shall mean the total dollar amount of all
International Services provided to Reuters and any member of the Reuters
Group during any such calendar month for the Initial Term of this Agreement.
(B) In the event that the Reuters Group has not utilized Domestic
Services hereunder in any month during the Initial Term of this Agreement
where the monthly fees payable under the terms of this Agreement for such
Domestic Services received during such month (exclusive of any credits to be
allocated in such month pursuant to Section 3.6.7 hereof) would satisfy the
Domestic MMC payable hereunder for any such month, Reuters or the applicable
member of the Reuters Group shall make a shortfall payment (such payment,
the "DOMESTIC SHORTFALL PAYMENT" and together with any International
Shortfall Payment as calculated in accordance with Section 3.6.8(A) hereof,
the "SHORTFALL PAYMENT") to SAVVIS calculated as follows:
Domestic Shortfall Payment = (Domestic MMC - Domestic Monthly
Spend)
For the avoidance of doubt, the term "DOMESTIC MONTHLY SPEND" as used in
this Section 3.6.8(B) shall mean the total dollar amount of all Domestic
Services provided to Reuters and any member of the Reuters Group during any
such calendar month for the Initial Term of this Agreement.
(C) The Shortfall Payment, if any, payable by Reuters or the
applicable member of the Reuters Group to SAVVIS for any month under the
terms of this Section 3.6.8 shall be the sum of (i) any International
Shortfall Payment payable for such month and (ii) any Domestic Shortfall
Payment for such month.
3.6.9 Notwithstanding any other provisions in this Agreement, Reuters
liability and the payment to SAVVIS of any Shortfall Payment amount as
calculated under Section 3.6.8 hereof shall be SAVVIS's exclusive remedy for
breach of its obligations under this Section 3 where the aggregate amounts paid
by the Reuters Group to the SAVVIS Group in respect of any month do not exceed
the International MMC and the Domestic MMC.
3.6.10 SAVVIS shall provide or cause to be provided to Reuters and the
relevant members of the Reuters Group monthly reports of the Reuters Group's
spend against the International MMC and the Domestic MMC. This MMC tracking
report shall reflect year-to-date charges for Services including those charges
21
<PAGE>
incurred in the most recent complete billing period. SAVVIS shall provide this
MMC tracking report no later than the fifteenth (15th) day of the second month
following the relevant billing period (e.g., the report for the month of January
must be delivered to Reuters and/or the relevant member of the Reuters Group by
March 15th). SAVVIS shall provide both printed and electronic copies of this
report. The report shall be provided in such format as SAVVIS can provide with
its then-existing internal systems and as may be reasonably requested by
Reuters. Reuters shall provide such information as may reasonably be required by
SAVVIS to calculate any reduction to the International MMC and Domestic MMC, as
applicable, required pursuant to Section 3.6.3 hereof.
3.7 No Revenue Commitment. Except as expressly set out in this Section 3,
the parties hereby acknowledge and agree that neither Reuters nor any other
member of the Reuters Group shall be under any obligation with respect to any
revenue commitments to the SAVVIS Group pursuant to the terms of this Agreement.
3.8 Removal of Customer Sites or Reuters Sites. At any time and from time to
time, Reuters may, by written notice to SAVVIS, have one or more Customer Sites
or Reuters Sites removed from the Services. The amount charged to Reuters for
the Services shall be reduced to reflect any such removal of Customer Sites or
Reuters Sites by an amount equal to the sum of:
3.8.1 the actual cost of the SAVVIS POPs (including the cost of the
Local Access Loop) connecting the Services to such Customer Site or Reuters
Site, effective as of such time as SAVVIS is no longer required to pay such
costs; and
3.8.2 the amounts set forth on Schedule 3 attached hereto, which are
deemed to be one month's charges applicable to such Customer Site or Reuters
Site under this Agreement with respect to such month during the first Agreement
Year, according to connection speed at such Customer Site or Reuters Site,
effective as of such time as such Customer Site or Reuters Site is disconnected
from the Services; provided however, that any reduction pursuant to this Section
3.8 shall not reduce the International MMC or the Domestic MMC payable under the
terms of this Agreement.
3.9 Defaults concerning Telecommunications Providers. In the event that
SAVVIS or any member of the SAVVIS Group receives any notice (written or
otherwise) in any way relating to, or is reasonably likely to, default on any
payments with respect to services received from any of its telecommunications
providers, SAVVIS shall, as promptly as practicable, but in any event within
seven (7) days of receiving any such notice or prior to defaulting on such
payments, notify Reuters and the other applicable member of the Reuters Group in
writing thereof and provide Reuters and the other applicable members of the
Reuters Group with a copy of any written notification from or communication with
such telecommunications provider. Notwithstanding anything to the contrary set
forth in Section 12 hereof or elsewhere in this Agreement, Reuters or the
appropriate member of the Reuters Group shall have the right to make any
payments due and owing by SAVVIS or any members of the SAVVIS Group to any such
22
<PAGE>
telecommunications provider(s) directly to such telecommunications provider(s)
on behalf of SAVVIS or any other member of the SAVVIS Group, and any such
payments made by any member of the Reuters Group to such telecommunications
provider(s) pursuant to this Section 3.9 shall immediately be applied and offset
against any existing or future payment obligations (including any International
MMC and Domestic MMC payable hereunder, allocated in accordance with Section
3.6.7 hereof) of the Reuters Group to SAVVIS pursuant to the terms of this
Agreement, and Reuters and the members of the Reuters Group shall, at their sole
option, be entitled to collect any amounts paid in satisfaction of amounts due
to such telecommunications provider(s) from SAVVIS and any members of the SAVVIS
Group in excess of any off-set amounts for currently outstanding payment
obligations (including any International MMC and Domestic MMC due and payable
hereunder, allocated in accordance with Section 3.6.7 hereof).
4. TECHNOLOGY IMPROVEMENTS AND CHANGES
4.1 New Services, Additional Services and Modifications.
---------------------------------------------------
4.1.1 Option of Reuters Group. Notwithstanding anything to the contrary
set forth in this Agreement, the Reuters Group shall have the option,
exercisable at its sole discretion, to procure New Services, Additional Services
or Modifications from SAVVIS or any member of the SAVVIS Group or any third
party provider of Network Services. Any New Service or Modification provided by
SAVVIS or any member of the SAVVIS Group will be subject to the charges set
forth in Section 4.4.1 herein.
4.1.2 Notice of Change Response. In the event any member of the Reuters
Group receiving Services hereunder submits a Request for Change in accordance
with the Change Control Procedure under this Agreement requesting SAVVIS to
provide a New Service, Additional Service or Modification, then SAVVIS shall as
soon as reasonably practicable, but in any event within thirty (30) days of the
date of receipt from such requesting member of the Reuters Group of a Request
for Change (the "REQUEST DATE"), either:
(i) provide Reuters and such requesting member of the
Reuters Group with a Change Response stating that it
is unable or unwilling to provide such New Service,
Additional Service or Modification as requested; or
(ii) provide Reuters and such requesting member of
the Reuters Group with a Change Response in support
of a Request for Change in accordance with the Change
Control Procedure set forth in Schedule 7.3 hereof.
4.1.3 Implementation Period.
---------------------
(A) In the event that SAVVIS provides a Change Response in support
of a Request for Change in accordance with the requirements of Section
23
<PAGE>
4.1.2(ii) hereof, and Reuters notifies SAVVIS that it still desires the New
Service, Additional Service or Modification, SAVVIS shall provide or shall
have the applicable member of the SAVVIS Group or a third party provide such
New Service, Additional Service or Modification to such requesting member of
the Reuters Group (and any other members of the Reuters Group listed in the
Request for Change applicable to such New Service, Additional Service or
Modification or that may be reasonably requested by any member of the
Reuters Group) as soon as reasonably practicable (taking into account the
business needs of such member of the Reuters Group and the requirements of
any Reuters Customer served by the requesting member of the Reuters Group),
but in any event such New Service, Additional Service or Modification shall
be provided to the Reuters Group by no later than six (6) months after the
Request Date or such other date as may be mutually agreed between the
parties), such agreement by either party not to be unreasonably withheld or
delayed.
(B) In the event that SAVVIS provides a Change Response in support
of a Request for Change in accordance with the requirements of Section
4.1.2(ii) hereof and Reuters notifies SAVVIS that it no longer desires the
New Service, Additional Service or Modification, then neither the
International MMC nor the Domestic MMC payable to SAVVIS under the terms of
this Agreement shall be reduced as set forth in Section 4.1.4 hereof if
Reuters or the requesting member of the Reuters Group then procures such New
Service, Additional Service or Modification from a third party.
4.1.4 Reduction In Minimum Monthly Commitments. Subject to the
provisions of Section 3.6.3(A) above, in the event a member of the Reuters Group
has submitted to SAVVIS a Request for Change to provide a New Service or
Modification in accordance with the requirements of this Section 4.1, but SAVVIS
(i) has notified requesting member of the Reuters and the Reuters Group in
writing as required pursuant to Section 4.1.2(i) hereof that it is unable or
unwilling to provide such New Service, Additional Service or Modification as
requested in the Request for Change or (ii) is otherwise unable or unwilling
(notwithstanding that a Change Response was provided to the Reuters Group in
connection with such Request for Change) to provide such New Service, Additional
Service or Modification within the time periods required under Section 4.1.3
hereof, the International MMC and Domestic MMC payable to SAVVIS under the terms
of this Agreement shall be reduced in accordance with the terms of Section 3.6.5
hereof by the rates and charges, as determined in accordance with Sections 3.1
and 3.2 hereof, of such amounts of Services canceled by the Reuters Group as a
result of the Reuters Group having to procure such New Service, Additional
Service or Modification from a third party.
4.2 SAVVIS's Duty to Inform.
-----------------------
4.2.1 On a quarterly basis, SAVVIS shall, at the applicable quarterly
change review meeting of the Strategic Advisory Committee held in accordance
with Section 11.1 hereof, notify the members of the Reuters Group in writing of
24
<PAGE>
any developments, proposed developments, events or circumstances concerning (i)
SAVVIS's business relevant to Reuters or related to any of Reuters products and
services; and (ii) the Services provided to the Reuters Group and Reuters
Customers hereunder.
4.2.2 SAVVIS, or the appropriate member of the SAVVIS Group, shall give
the members of the Reuters Group receiving Services hereunder (and any other
relevant members of the Reuters Group, including Reuters) reasonable prior
written notice of all Modifications, Additional Services or New Services to be
provided or any Modifications to the Network, CPE or any Services which may be
likely to materially impact, or might otherwise increase the risk of a
detrimental impact on, any member of the Reuters Group which is provided
Services hereunder and/or any Reuters Customer receiving Services hereunder, but
in any event not less than ninety (90) days prior to the introduction of such
Modification, Additional Service or New Service.
4.3 SAVVIS's Duty to Introduce Developments. Subject to the terms and
conditions set forth in Sections 4.4 and 3.5 hereof, SAVVIS shall introduce any
development affecting or related to any of the Services contemplated hereunder,
either as a New Service, Additional Service or a Modification, within a
reasonable period of time after such development becomes generally available in
the applicable market for such Network Services into the Network and/or CPE and
offer such developments to all members of the Reuters Group which:
(A) would materially reduce the cost of providing any of the
Services;
(B) would materially improve any of the Quality of Service
Standards; or
(C) would materially improve network security relating to the
Services.
4.4 Charges For New Services, Additional Services and Modifications.
---------------------------------------------------------------
4.4.1 Subject to Section 4.4.2 hereof, SAVVIS may charge Reuters or the
applicable member of the Reuters Group designated by Reuters, as provided for in
this Agreement for New Services, Additional Services and Modifications provided
to any member of the Reuters Group pursuant to this Agreement, including for
Services rendered pursuant to (x) the introduction of new or additional Network
Equipment and/or CPE, (y) any developments provided pursuant to Section 4.3
hereof or (z) at the request of any member of the Reuters Group from time to
time pursuant to the terms of this Agreement; provided, however, that:
(A) such charges shall be proposed, discussed and agreed to
between the parties hereto in accordance with the Change Control Procedure
set forth in Schedule 7.3 hereof; and
25
<PAGE>
(B) such charges shall in any event be no greater than the rates
and charges for Services provided hereunder as specified in Section 3.1
hereof.
4.4.2 Notwithstanding Section 4.4.1 hereof, SAVVIS shall provide, or
shall cause a member of the SAVVIS Group to provide, New Services, Additional
Services and Modifications at no additional charge to the Reuters Group where:
(A) a member of the SAVVIS Group provides or has provided such New
Services, Additional Services or Modifications or comparable services at no
additional cost in reasonably similar circumstances to any customer
receiving any services directly or indirectly from any member of the SAVVIS
Group. For purposes of this Section 4.4.2, the provision of such New
Services, Additional Services or Modifications or comparable services to a
new customer receiving any services directly or indirectly from any member
of the SAVVIS Group or a new site of a current SAVVIS Group customer shall
constitute reasonably similar circumstances for purposes of this Section
4.4.2, but any such Services provided by SAVVIS or any member of the SAVVIS
Group to any then-current sites shall not constitute reasonably similar
circumstances for purposes of this Section 4.4.2; or
(B) such New Services, Additional Services and Modifications are
of a type which SAVVIS as a provider of global telecommunication services
could reasonably be expected to provide at no additional charge or no
material additional charge generally to its customers.
4.5 Implementation of New Services, Additional Services and
-------------------------------------------------------
Modifications.
--------------
4.5.1 Notwithstanding any of the other provisions of this Section 4,
SAVVIS shall not, and shall cause the members of the SAVVIS Group not to,
without the prior written consent of Reuters (or the applicable member of the
Reuters Group as contemplated herein below), introduce any New Service or
Additional Service, or make any Modification to, the Network, CPE or any
Services which would be likely to:
(A) cause any disruption in the Services;
(B) have a materially adverse effect on the quality of the
Services;
(C) lead to a material increase in the rates and charges of the
Services to any member of the Reuters Group; or
(D) lead to a material increase in the costs of any member of the
Reuters Group.
provided, however, that in the event that the affected Network, CPE or
Service only relates to one member of the Reuters Group, only the prior
written consent of such member of the Reuters Group shall be required
pursuant to this Section 4.5.1.
26
<PAGE>
4.5.2 Subject to the foregoing, in the event Reuters requests that
SAVVIS or a member of the SAVVIS Group implements any developments reported by
SAVVIS or the applicable member or the SAVVIS Group pursuant to Section 4.2
hereof as a New Service, Additional Service or Modification pursuant to the
terms of this Agreement, such request shall constitute a Change Control
Procedure request and shall be processed under the Change Control Procedure set
forth in Schedule 7.3 hereto.
4.6 Acceptance of New Services, Additional Services and Modifications;
------------------------------------------------------------------
Repairs.
--------
4.6.1 Prior to installation by SAVVIS or its nominee of any New
Service, Additional Service or Modification, SAVVIS shall give Reuters and the
applicable member of the Reuters Group as much advance written notice as
reasonably practicable, which shall in any event be no less than thirty (30)
days written notice of its intention to install or test such New Service,
Additional Service, or Modification and shall provide representatives of Reuters
and any applicable members of the Reuters Group with the opportunity to attend
and observe any such installation or testing (including any subsequent testing
carried out in accordance with Section 4.6.2 below). SAVVIS or the applicable
member of the SAVVIS Group shall provide Reuters and any applicable member of
the Reuters Group, at Reuters or such Reuters Group member's reasonable written
request, copies of any test specifications, acceptance test criteria or similar
information (the "TEST PLAN") thirty (30) days prior to any such installation.
Reuters shall review the Test Plan and may, in its reasonable discretion, reject
such Test Plan. In the event that Reuters rejects a Test Plan, SAVVIS or the
applicable member of the SAVVIS Group shall revise such plan and propose an
alternative appropriate Test Plan (including such tests as are reasonable and
customary in the industry and for the specific New Service or Modification) and
any other tests reasonably requested by the Reuters Group to establish that such
New Service, Additional Service or Modification performs in accordance with the
applicable Quality of Service Standards for such Service (which shall be set
forth in an amendment to Schedule 5 hereto as provided for under the terms of
this Agreement). Upon agreement between Reuters and any applicable member of the
Reuters Group on the one hand, and SAVVIS or the applicable member of the SAVVIS
Group on the other hand, on the terms of the Test Plan, and following
installation by SAVVIS or the applicable member of the SAVVIS Group, or its
designee of any New Service, Additional Service or Modification at any Customer
Site or Reuters Site, SAVVIS, the applicable member of the SAVVIS Group or such
designee shall perform the activities required to complete the Test Plan and
shall promptly inform Reuters in writing of such test results. If both the
Reuters Group and SAVVIS agree that the test results conclusively demonstrate
that such New Service, Additional Service or Modification perform in accordance
with the Quality of Service Standards for such Service as provided for herein,
such New Service, Additional Service or Modification at the Site shall
constitute a Service under the terms of this Agreement. The Reuters Group shall
have the right to provide suggestions and input to SAVVIS, the applicable member
of the SAVVIS Group or its designee regarding the testing methodology and
SAVVIS, the applicable member of the SAVVIS Group or its designee shall consider
any such suggestions and input in good faith.
27
<PAGE>
4.6.2 If the tests provided for in Section 4.6.1 above do not
conclusively demonstrate that such New Service, Additional Service or
Modification at the Site performs in accordance with the mutually agreed upon
Quality of Service Standards, then SAVVIS shall immediately and diligently use
its best efforts to cause such New Service, Additional Service or Modification
at such Site to be in compliance therewith, and in any event shall cause such
New Service, Additional Service or Modification to comply with such Quality of
Service Standards within fifteen (15) days after receiving the results of such
test. SAVVIS shall not bill the Reuters Group for any New Service, Additional
Service or Modification at such Site until both the Reuters Group and SAVVIS
mutually agree that the test results conclusively demonstrate that such New
Service, Additional Service or Modification performs in accordance with the
Quality of Service Standards established pursuant to this Agreement, at which
time SAVVIS shall so notify the Reuters Group in writing of such test results.
4.6.3 Upon repair or restoration of any Service or any part of the
Network or CPE, SAVVIS shall conduct appropriate tests (such tests as are
reasonable and customary in the industry with respect to repair and maintenance
of such equipment and as may be recommended or required by the applicable
manufacturer or developer of such Service, Network or CPE) and any other tests
reasonably requested by the Reuters Group to establish that the applicable
Service, Network or CPE, as the case may be, performs in accordance with the
Quality of Service Standards, and shall promptly notify Reuters in writing of
such test results.
4.6.4 Reuters and any member of the Reuters Group shall have the right
to terminate any Services, including New Services, Modifications or Additional
Services which fail to perform in all material respects in accordance with the
relevant Quality of Service Standards after SAVVIS has conducted testing in
accordance with Sections 4.6.1, 4.6.2 and 4.6.3 above three (3) times (or such
other number as may be agreed by the parties) and the International MMC and
Domestic MMC, as applicable, shall be reduced accordingly.
5. QUALITY OF SERVICE STANDARDS AND SERVICE CREDITS
5.1 Quality of Service Standards.
----------------------------
5.1.1 SAVVIS shall provide, or procure the provision of, each Service
Element to the Reuters Group according to the Quality of Service Standards set
forth in Schedule 5 hereof.
5.1.2 SAVVIS shall be responsible for monitoring the performance of the
Services, Networks and CPE with respect to the Quality of Service Standards, and
shall provide Reuters with monthly reports for each Service Element of such
performance in a format to be mutually agreed upon by the parties hereto.
5.1.3 SAVVIS shall, and shall cause each relevant member of the SAVVIS
group to, take all actions reasonably required to ensure that all Service
28
<PAGE>
Failures and material degradations in such Services, Service Element, Network
and CPE shall be kept to a minimum and, upon the occurrence of any such Service
Failures or material degradations, SAVVIS shall, and shall cause each relevant
member of the SAVVIS group to, remedy such Service Failures and degradations in
a timely manner and in accordance with provisions in Schedule 5 to this
Agreement and the Customer Operations Manual (as described in Schedule 7.1
hereto). Notwithstanding the foregoing, nothing in this Section 5.1.3 shall
derogate or reduce in any way the Quality of Service Standards provided for in
Schedule 5 to this Agreement or in any way reduce SAVVIS's obligations hereunder
with respect to Quality of Service Standards.
5.1.4 Pursuant to the Change Control Procedure set forth in this
Agreement, the parties shall agree to provisions with respect to the level of
redundancy to be provided and the Quality of Service Standards to apply to any
New Service, Additional Service or Modification. In providing a New Service,
Additional Services or Modification hereunder, SAVVIS agrees to use its best
efforts to provide Circuits for such New Service, Additional Service or
Modification in an expeditious manner in those instances in which SAVVIS is
responsible for providing such Circuits.
5.2 Service Credits.
---------------
5.2.1 In the event of a Service Failure of a Service Element, SAVVIS
shall credit Reuters (or in the event that the Service Element is billed
directly to a member of the Reuters Group, such member of the Reuters Group)
within thirty (30) days of the receipt by Reuters of a performance report for
such Service Element in accordance with Section 5.1.2 hereof, a Service Credit
in respect of such Service Failure calculated in accordance with Schedule 5
attached hereto; provided, however, that in the event of a Service Failure of a
Service Element in the last billing period of this Agreement, SAVVIS shall
promptly provide a cash refund to Reuters in the amount equal to a Service
Credit in respect of such Service Failure calculated in accordance with Schedule
5 attached hereto.
5.2.2 Subject to, and without limiting, the termination rights of
Reuters set forth in Section 15 of this Agreement, if SAVVIS has breached its
obligations in any material respect (as measured in deference to the Quality of
Service Standards specified for such Service or Service Element pursuant to this
Agreement) to provide a particular Service or Service Element as contemplated
under this Agreement, Reuters shall have the right (in addition to any other
rights and remedies available at law or equity) to terminate this Agreement only
in respect of such Services or Service Elements.
5.3 Continued Efforts to Improve Services. Throughout the term of this
Agreement, SAVVIS shall use commercially reasonable efforts to continue to meet
the requests of the Reuters Group to enhance the total capacity, geographic
extension and performance quality of the Services and the Networks, and to
maintain its research and development effort at a level appropriate to sustain
the ability of each member of the Reuters Group receiving services hereunder to
compete on the basis of the quality of the Services.
29
<PAGE>
6. SITES
6.1 Access for SAVVIS Personnel. The Reuters Group shall procure access for
SAVVIS Personnel during business hours (and as otherwise may be reasonable for
any scheduled maintenance and repair) to the Reuters Sites, and shall use
commercially reasonable efforts to procure such access for SAVVIS Personnel at
other times to Customer Sites, in each case as is reasonably necessary to
provide the Services in accordance with the terms of this Agreement, including
such access to Reuters Sites and Customer Sites, as the case may be, as is
reasonably necessary for installation and other engineering works required to
support the Services provided under this Agreement or for SAVVIS to otherwise
carry out its obligations in accordance with this Agreement. For all routine
works, SAVVIS shall, or shall cause the relevant member of the SAVVIS Group to,
provide not less than one (1) Business Day's advance notice to Reuters and the
applicable member of the Reuters Group when requiring access to any Reuters Site
and Customers Sites, as the case may be; provided, however, that no notice shall
be required where the SAVVIS Personnel already have valid access rights to the
relevant part of the Reuters Site and Customer Site, as the case may be. Subject
to compliance with Section 6.3 hereof, the advance notice given by SAVVIS or a
member of the SAVVIS Group in emergency situations and other circumstances
requiring urgent non-routine access may be less than one (1) Business Day, but
shall be as soon as is reasonably practicable under the circumstances. Requests
for access should be made to the person designated as the point of contact for
the relevant member of the Reuters Group for the Reuters Site or Customer Site,
as the case may be, concerned. If SAVVIS or a member of the SAVVIS Group is
unable to obtain access to a Reuters Site or Customer Site, as the case may be,
(and has complied with its obligations hereunder in relation to obtaining
access), then SAVVIS shall not be in breach of its obligations under this
Agreement (including meeting the Quality of Service Standards) to the extent
that such inability to obtain access causes what would otherwise be such breach.
6.2 Compliance with Site Requirements. SAVVIS shall ensure that all SAVVIS
Personnel comply with (i) the reasonable security, confidentiality and
operational requirements at the Reuters Sites or Customer Sites as required by
Reuters or a Reuters Customer, as the case may be, and (ii) all security,
confidentiality and operational requirements at the Reuters Sites or Customer
Sites, as the case may be, imposed by any applicable law or by any governmental
authority, of which SAVVIS and the relevant member of the SAVVIS Group receives
notification in writing (including by way of reasonable prominent notice).
6.3 Minimize Disruption at Sites. In all cases SAVVIS shall, and shall cause
the members of the SAVVIS Group to, exercise due care to minimize disruption
when SAVVIS Personnel visit a Reuters Site or Customer Site for any purpose. The
Reuters Group shall request that Reuters Customers provide reasonable
cooperation to the SAVVIS Personnel during such visits.
6.4 Location of Network Equipment. Subject to the prior written approval of
the applicable member of the Reuters Group as to the location of Network
30
<PAGE>
Equipment, SAVVIS and the members of the SAVVIS Group shall be entitled to
locate and use Network Equipment at each Reuters Site.
6.5 Location of CPE. SAVVIS or the applicable member of the SAVVIS Group
shall provide notice to the applicable member of the Reuters Group as to the
location of the CPE at each Customer Site. SAVVIS or the applicable member of
the SAVVIS Group shall be permitted under the terms of this Agreement to locate
CPE at each Customer Site if the CPE is necessary to (i) support the required
Service or Service Elements at that Customer Site requested in writing by a
Reuters Group member or Reuters Customer or (ii) the provision of additional
services to the same customer at or from that Customer Site; provided, however,
that location of the CPE at a Customer Site shall be subject to the prior
written approval of the applicable member of the Reuters Group in the event that
there is a risk that services provided to such Customer Site will be interrupted
as a result of such location of CPE. Where CPE is located at a Customer Site in
connection with the provision of any Service under this Agreement, Reuters shall
use its commercially reasonable efforts to cause the Customer Site to satisfy
the manufacturer's specification and design for the CPE installed, including
applicable physical and environmental conditions (and such other requirements
reasonably specified by SAVVIS) and the Reuters Group shall pay the cost of any
required works to prepare such Customer Site to meet the applicable
specifications. Any access to or work by SAVVIS Personnel at any site owned,
occupied or controlled by a member of the Reuters Group or any Reuters Customer
shall be subject to such reasonable conditions as may be imposed by such member
of the Reuters Group or Reuters Customer, including to comply with obligations
to third parties, such as owners or shared occupiers of any such site.
7. NETWORK MANAGEMENT
7.1 Network Management. The parties shall fulfill their respective
obligations set out in Schedule 7.1 to this Agreement.
7.2 Specific Obligations.
--------------------
7.2.1 SAVVIS shall, or shall cause the applicable member of the SAVVIS
Group to:
(A) maintain and manage all Network Equipment and CPE;
(B) manage and comply with all contracts relating to the provision
and/or procurement of the Services;
(C) comply with the operational and maintenance procedures
recommended by the manufacturers, suppliers and maintainers of the Network
Equipment and CPE;
(D) procure such consents, permits and authorizations as may be
required from time to time in respect of access to third party premises
31
<PAGE>
(excluding Reuters Sites and Customer Sites, as the case may be) on which
any of the Network Equipment and CPE may be housed and/or installed;
(E) procure such consents, permits and authorizations as may be
required from time to time in respect of the installation of any of the
Network Equipment on its premises or those of a third party (excluding
Reuters Sites or Customer Sites, as the case may be);
(F) procure the maintenance and support of all software used in
the Network Equipment to the levels required from time to time for the
Services to meet the Quality of Service Standards; and
(G) comply with all laws and other regulatory requirements from
time to time relating to the provision of the Services and the performance
of its obligations pursuant to this Agreement.
7.2.2 Reuters shall, and shall cause the appropriate members of the
Reuters Group to, provide, at SAVVIS's sole cost and expense, such assistance as
may be reasonably requested by SAVVIS or the applicable member of the SAVVIS
Group in connection with the performance of SAVVIS's obligations under Sections
7.2.1(D), (E) and (F) hereof.
7.3 Contract Management. SAVVIS shall implement account, fault,
configuration, capacity and provisioning management procedures and protocols in
accordance with the requirements of Schedule 7.3 of this Agreement.
8. SECURITY MANAGEMENT
8.1 Security Management Obligations. Each of the parties hereto have the
obligations allocated to such party with respect to security management as set
forth in Schedule 8 to this Agreement. Each of the parties hereto shall fulfill
its respective obligations set forth on Schedule 8 to this Agreement.
8.2 Cooperation. Reuters and members of the Reuters Group and SAVVIS and
members of the SAVVIS Group shall cooperate fully in efforts to prevent and cure
unauthorized use of the Services or Service Elements by promptly informing each
other of any suspected abuse relating to the Services provided under this
Agreement and, when known and permitted by applicable law, the identity of any
responsible individuals, and by taking such other steps as may be reasonably
requested by the relevant member of the Reuters Group or SAVVIS Group, as the
case may be.
8.3 Procedures. At the request of any member of the Reuters Group, SAVVIS
shall provide or procure the provision of assistance to minimize ongoing misuse
or abuse through timely reconfiguration of the Services and, where the source of
the misuse or abuse has been identified, limitation of the Services from that
source if technically feasible. Appropriate representatives of the SAVVIS Group
and the Reuters Group shall meet at the reasonable request of Reuters to
32
<PAGE>
establish appropriate operational fraud control procedures, and the parties
shall agree in good faith on a fair allocation between the parties of the cost
of any new procedures established by such representatives.
8.4 Assistance in Prosecution. SAVVIS shall (or shall cause the appropriate
members of the SAVVIS Group to) and Reuters shall (or shall cause the
appropriate members of the Reuters Group to), upon request and as permitted by
applicable law, provide all reasonable assistance to each other in relation to
the preparation and presentation of relevant information to applicable
governmental authorities for the purpose of prosecuting those individuals
responsible for the abuse or misuse of the Services.
9. CONTINUITY PLANNING
SAVVIS shall, at no additional cost to Reuters, establish a business
continuity plan in accordance with the principles set out in Schedule 9 to this
Agreement, and the parties shall together review such plan on an annual basis or
at such other time as is specifically developed for that member of the Reuters
Group.
10. STRATEGIC ADVISORY COMMITTEE
10.1 Strategic Advisory Committee. Within thirty (30) days after the
Effective Date of this Agreement, SAVVIS and Reuters shall each appoint three
(3) senior executives to a "STRATEGIC ADVISORY COMMITTEE." Each party shall have
the right to change any or all of its representatives on the Strategic Advisory
Committee upon written notice to the other party. Each representative on the
Strategic Advisory Committee shall have the right to designate a suitably
qualified representative to attend any regular meetings thereof, and shall
designate representatives from time to time to attend the other meetings and
perform the tasks contemplated in this Section 10.
10.2 Members; Quorum. A quorum of the Strategic Advisory Committee shall
consist of four (4) members, provided that at least two (2) members appointed by
each party are present. The Chair of the Strategic Advisory Committee shall be
designated by Reuters and SAVVIS, each alternating every year to designate such
Chair from among the six (6) members of the Committee. Reuters shall designate
the initial Chair of the Strategic Advisory Committee. The Chair of the
Strategic Advisory Committee shall serve a term of one (1) year.
10.3 Review Meetings. In addition to any other review meetings specified
elsewhere in this Agreement, the parties shall attend the review meetings
detailed below:
10.3.1 a monthly performance review at which review the parties shall
consider, without limitation, capacity, Quality of Service Standards,
operational changes and orders;
33
<PAGE>
10.3.2 a monthly change review at which the parties shall consider
modifications or changes to the Services or the introduction of New Services by
the Reuters Group and the potential requirements of the Reuters Group for
Services;
10.3.3 a quarterly contract review, which shall take place no more than
ten (10) Business Days prior to the following quarterly review, and at which the
parties shall consider, without limitation, the Exit Plan and the Reuters Group
requirements for Services over the subsequent twelve (12) consecutive months;
10.3.4 a quarterly technical review at which the parties shall
consider, discuss and review, without limitation, the Business Continuity Plan
and such other matters as may be agreed between the parties from time to time;
10.3.5 reviews of all changes (if any) to any applicable laws, codes
and regulations relating to the Services which may impact the ability of the
Reuters Group to provide its services to its ultimate customers and/or which may
impact the manner in which those services are provided by Reuters or the
applicable member of the Reuters Group; and
10.3.6 price reviews, with such reviews occurring in accordance with
Schedule 3.
10.4 Notice of Review Meetings. Reuters shall give SAVVIS reasonable advance
written notice of the timing, location and provisional agenda of each Strategic
Advisory Committee meeting and review meeting. Each meeting shall take place at
any of the offices of the Reuters Group in New York or London, and in such other
regions as is reasonably requested by Reuters. SAVVIS shall record any agreed
actions and the minutes of such meetings shall only constitute a valid record of
such meetings if signed by the appropriate person within the Reuters Group (such
signature not to be unreasonably withheld or delayed). SAVVIS shall submit the
minutes for signature within five (5) Business Days following each such meeting.
10.5 Representation at Review Meetings. SAVVIS and Reuters shall take all
reasonable steps to ensure that each of their appropriate representatives or
their designees, including, where appropriate, designated representatives of
other members of the Reuters Group, attend all review meetings.
10.6 Procedure for Review Meetings. The review meetings and associated
procedures shall be determined by mutual agreement of the appropriate
representatives of Reuters and SAVVIS.
11. SET OFF
11.1 General. Subject to the provisions of Section 3.9 hereof, Reuters may
set off any amounts due from SAVVIS to Reuters from any amount payable by
Reuters to SAVVIS under this Agreement in accordance with the terms of this
Section 11.
34
<PAGE>
11.2 Set Off of Bankruptcy Payments Against Minimum Monthly Commitments.
(A) The parties agree that any Bankruptcy Payments shall be
applied to reduce the MMC hereunder in inverse order of when any MMC
payments are due and payable hereunder, provided, that such Bankruptcy
Payments shall be applied first against the Domestic MMC and then against
the International MMC. Either (i) upon termination of this Agreement at a
time when Bankruptcy Payments have been made and applied against the MMC for
periods after such termination (such that the Bankruptcy Payments are
effectively being applied for payment for Services that will not be
performed) or (ii) in the event that there are no remaining MMC payments but
no Bankruptcy Payments have been applied to reduce the MMC, SAVVIS shall
promptly provide a full refund to the appropriate member of the Reuters
Group of an amount equal to such Bankruptcy Payments.
(B) Upon receipt by SAVVIS of any Bankruptcy Payment, SAVVIS shall
immediately (and in no event later than five (5) days after receipt of such
Bankruptcy Payment) notify Reuters in writing of the amount and nature of
such Bankruptcy Payment.
11.3 Set Off of Defaulted Debt Against Minimum Monthly Commitments.
-------------------------------------------------------------
(A) The parties agree that, upon the occurrence of any uncured
"Event of Default" (as such term is defined in any applicable agreement,
other than this Agreement, pursuant to which the Reuters Group provides any
funding or other advances (the "FUNDING") to the SAVVIS Group (the "FUNDING
AGREEMENTS")) by SAVVIS under the terms of any Funding Agreement, Reuters
may set off, as set forth in Section 11.3(B) below, its total aggregate MMC
against the principal amount of such Funding, plus any and all acquired and
unpaid interest accrued thereon through the date of such set off
(collectively, the "DEFAULTED DEBT").
(B) After any Bankruptcy Payments are applied to reduce the
minimum monthly payment obligations in accordance with Section 11.2, the
amount of any Defaulted Debt shall be applied to further reduce the MMC
payments hereunder in inverse order of when such MMC payments are due and
payable hereunder, provided, that the amount of such Defaulted Debt shall be
applied first against the Domestic MMC and then against the International
MMC. Notwithstanding the foregoing, any Defaulted Debt which is outstanding
on the date of termination of this Agreement shall be set off against any
remaining and outstanding payment obligations (including the MMC payments)
of Reuters hereunder on such date of termination.
The following examples are for illustrative purpose only and shall
not be dispositive with respect to the calculation of any set-off pursuant
to this Section 11:
35
<PAGE>
if the Bankruptcy Payments are [**], the Defaulted Debt is equal
to [**] and the MMC is as specified hereunder, Reuters will receive the
following set off against its payment obligations: In month sixty (60), when
the Domestic MMC is [**], the [**] Bankruptcy Payment shall be applied
against such [**] Domestic MMC and Reuters shall only be required to pay
SAVVIS for the excess of any amounts owed for Services hereunder over such
[**] Domestic MMC. [**] In month fifty-nine (59), when the Domestic MMC is
[**], the [**] in Defaulted Debt shall be applied against such [**] Domestic
MMC and Reuters shall only be required to pay SAVVIS for the excess of any
amount owed for Services hereunder over such [**] Domestic MMC.
Alternatively, if the Bankruptcy Payments are equal to [**], the Defaulted
Debt is equal to [**] and the MMC is as specified hereunder, Reuters will
receive the following set off against its payment obligations: In month
sixty (60), when the Domestic MMC is [**], the [**] Bankruptcy Payment and
the [**] in Defaulted Debt shall be applied against such [**] Domestic MMC,
and Reuters shall only be required to pay SAVVIS [**] Domestic MMC.
12. INVOICING AND PAYMENT
12.1 Payment Terms.
12.1.1 Each of the subsidiaries of SAVVIS (including SAVVIS
Communications Corporation, a Missouri corporation) providing Services to the
Reuters Group hereunder (a "SAVVIS BILLING SUBSIDIARY") shall have the right to
receive directly from one or more members of the Reuters Group designated in
writing by Reuters (each, a "DESIGNATED REUTERS ENTITY") that portion of any
payments required to be made by the Reuters Group for Services provided pursuant
to this Agreement by such SAVVIS Billing Subsidiary; provided, however, that
Reuters Limited shall remain jointly and severally liable for all payment
obligations of any member of the Reuters Group hereunder.
12.1.2 Subject to Section 12.4 hereof, Reuters shall cause the
Designated Reuters Entity to pay sums due under the terms of this Agreement in
respect of all invoices rendered in accordance with the provisions and
procedures set out in Schedule 12 hereof within thirty (30) days of the date of
receipt of such invoices. Interest shall accrue on any amount not paid when due
at a rate of interest equal to [**] per annum above the prime or base lending
rate established from time to time by Citibank N.A. (or any successor thereto)
until such outstanding amount is paid in full and shall be due immediately.
12.2 Currency of Invoices. In the event of an intra-country transaction, a
SAVVIS Billing Subsidiary shall invoice a Reuters Designated Entity for Services
in the currency of such country, as set forth in Schedule 12 to this Agreement,
or as otherwise mutually agreed by such SAVVIS Billing Subsidiary and Reuters
Designated Entity (such agreement not to be unreasonably withheld or delayed).
In all other cases, the SAVVIS Billing Subsidiary shall invoice the Reuters
Designated Entity in U.S. dollars, unless otherwise mutually agreed by such
SAVVIS Billing Subsidiary and Reuters Designated Entity (such agreement not to
be unreasonably withheld or delayed). Where the invoice is denominated in a
[**] CONFIDENTIAL TREATMENT REQUESTED
36
<PAGE>
currency other than U.S. dollars, the invoice amount will be converted from U.S.
dollars to such other currency at the Citibank N.A. relevant mid-point
buying/selling rate (or that of its successor bank)] as at the date of the
relevant invoice, except where the parties have agreed that such non-U.S. dollar
invoices will not be converted to U.S. dollars.
12.3 Accuracy of Invoices. SAVVIS shall use all reasonable best efforts and
shall take such prudent steps as are reasonably necessary to ensure that all
invoices are accurate and that all adjustments to or changes in the applicable
rates and charges and all discounts and credits due shall be applied promptly.
12.4 Disputed Invoices. If any member of the Reuters Group in good faith
disputes the accuracy or legitimacy of any SAVVIS charge or invoice, Reuters or
the applicable member of the Reuters Group shall promptly notify SAVVIS of such
dispute and pay any undisputed amount by the due date. The parties shall resolve
any such dispute in accordance with Section 31 hereof. Reuters shall not be
deemed to be in breach of this Agreement for non payment if it is withholding
payment of any amounts that are disputed in good faith and Reuters or the
applicable member of the Reuters Group as promptly as reasonably practicable
provides a written statement to SAVVIS describing the basis of the dispute and
the amount being withheld. SAVVIS shall not deny, suspend or restrict any
Service pending the outcome of any billing dispute for Services hereunder.
12.5 Waiver of Delayed Bills. SAVVIS shall waive any charge for Services
(excluding Local Access Loops) that are not billed within one hundred and eighty
(180) days after the end of the month in which the charge is incurred.
12.6 Taxes. Reuters or the relevant member of the Reuters Group shall pay
any sales, use, federal excise, utility, gross receipts, state and local
surcharges, value added and similar taxes, charges or levies lawfully levied by
a duly constituted taxing authority against or upon the Networks. In the
alternative, Reuters or the applicable member of the Reuters Group shall provide
SAVVIS with a certificate evidencing Reuters or the applicable member of the
Reuters Group's exemption from payment of or liability for such taxes. All other
taxes, charges or levies, including any ad valorem, income, franchise, privilege
or occupation taxes of SAVVIS shall be paid by SAVVIS.
13. AUDIT
13.1 Right to Conduct an Initial Circuit and Circuit Price Audit. The
parties shall immediately commence a line-by-line Circuit and Circuit price
audit review (the "CIRCUIT AUDIT") by an independent third party selected by
Reuters of the Circuits being acquired by the Reuters Group from Bridge
underlying the Services for the purpose of auditing the basis for the MMC.
13.1.1 Pursuant to Section 3.6.3(F) hereof, following the Circuit
Audit, the Domestic MMC shall be reduced to reflect actual usage of Circuits in
the continental United States as determined by such Circuit Audit as set forth
in this Section 13.1.1. The Minimum Amount Per Month for Year 1 of the Domestic
37
<PAGE>
MMC shall be immediately reduced by the difference between the Minimum Amount
Per Month for Year 1 of the Domestic MMC as set forth in Section 3.6.2 and the
product of (i) the actual number of Circuits in the United States as determined
by the Circuit Audit and (ii) the applicable rates set forth on Schedule 3
hereto, and accordingly, the Minimum Amount Per Month of the Domestic MMC for
each Agreement Year subsequent to Year 1, as set forth in Section 3.6.2, shall
be reduced pro rata to reflect the reduction in the Minimum Amount Per Month for
Year 1, and the Total Minimum Amounts Per Year set forth in Section 3.6.2 shall
be recalculated to reflect such reductions to the Minimum Amounts Per Month.
13.1.2 Upon completion of the Circuit Audit, SAVVIS will promptly
provide a credit to the applicable member of the Reuters Group in the amount of
any and all overpayments identified in such Circuit Audit, which credit shall be
applied against the next invoice for Services received by the applicable member
of the Reuters Group. SAVVIS shall cooperate with the Reuters Group and its
advisors in connection with the administration of any Circuit Audit.
13.2 Right to Conduct Periodic Audit. In addition to rights of the Reuters
Group hereunder to conduct a Circuit Audit pursuant to Section 13.1 hereof,
Reuters or a designated member of the Reuters Group shall have the right from
time to time and upon ten (10) Business Days' prior written notice to conduct an
audit to verify (i) the accuracy of SAVVIS's charges; (ii) that the Services are
being performed in accordance with its obligations under this Agreement; or
(iii) compliance by SAVVIS with any of its other obligations under this
Agreement (an "AUDIT"). The Audit must be restricted to the specific matters
specified by the Reuters Group in such notice and must be restricted to records
no older than two years prior to the date of the audit notice. The Audit may be
conducted by such professional auditors or advisers selected by the Reuters
Group (including its internal audit department) and approved by SAVVIS (such
approval not to be unreasonably withheld or delayed). Reuters Group and its
professional auditors or advisers shall comply with SAVVIS's reasonable health
and safety, security and confidentiality procedures.
13.3 Co-operation of SAVVIS. SAVVIS shall provide (or cause the relevant
SAVVIS Group members to provide) to the Reuters Group and its advisers all
reasonable facilities and access to its premises during normal office hours,
documents and information as they shall reasonably require (including, without
limitation, any information reasonably requested to verify SAVVIS's Costs) for
the purposes of any Circuit Audit or the Audit provided for hereunder and SAVVIS
shall, and shall cause the relevant SAVVIS Group members to, co-operate fully
with the Reuters Group in relation to any such Circuit Audit or Audit. Subject
to any third party obligations of confidentiality to which it is legally bound,
SAVVIS shall, and shall cause the relevant SAVVIS Group members to, provide
Reuters and the applicable members of the Reuters Group involved in the Circuit
Audit or Audit with such reasonable copies of relevant documents and information
in such form as the Reuters Group or its advisers shall reasonably require.
38
<PAGE>
13.4 Frequency of Audits. The Reuters Group shall be entitled to conduct an
Audit at such times as it may reasonably require subject to a maximum of one (1)
Audit in any three (3) month period. Once an item has been Audited pursuant to
Section 13.2 hereof, the Reuters Group may not conduct a further Audit of that
item for a further twelve (12) months, provided, that:
(A) these maximums shall not apply where a member of the Reuters
Group has a bona fide belief that there is a material non-compliance by
SAVVIS of any of its obligations under this Agreement which the Audit may
detect or establish (and for these purposes, the onus shall be on SAVVIS to
prove that the Reuters Group does not have bona fide grounds for such
belief); and
(B) without prejudice to sub-clause (A), where an Audit reveals a
material discrepancy in SAVVIS's charges and/or a material failure to
perform its obligations, Reuters shall have the right to Audit that matter
on a quarterly basis until a subsequent Audit reveals no further charges
discrepancy or performance failures in respect of that matter.
13.5 Regulatory Audit Obligations. Notwithstanding anything to the contrary
set forth in this Section 13, Reuters, and in respect of Services received from
the SAVVIS Group, any member of the Reuters Group, shall have the right to
conduct such Audits and at such frequency as is required by applicable laws or
regulations from time to time, and Section 13.3 shall apply to each such Audit
conducted in accordance with this Section 13.5.
13.6 Cost of Circuit Audit and Audit. The reasonable costs of the SAVVIS
Group incurred in performing the obligations under Section 13.3 shall be paid by
the Reuters Group as provided under this Agreement, except where any Audit
reveals that (i) SAVVIS or a member of the SAVVIS Group is materially not in
compliance of its obligations under this Agreement or (ii) there is a
discrepancy in SAVVIS's charges under this Agreement of [**] or more in which
case such costs, together with (subject to the parties having agreed in advance
the charging basis for such Audit, provided that neither party shall
unreasonably withhold or delay such agreement) the Reuters Group's reasonable
costs and expenses of conducting the Audit, shall be promptly paid by SAVVIS and
in the event that any such audit reveals any overpayments by any member of the
Reuters Group, SAVVIS shall provide a credit to the applicable member of the
Reuters Group in the amount of all such overpayments as provided in this
Agreement.
14. TERM
This Agreement shall commence on the Effective Date, and the Services shall
be provided by the SAVVIS Group as from the Service Commencement Date. This
Agreement shall continue in full force and effect for an initial period of five
(5) years from the Effective Date (the "INITIAL TERM") unless terminated in
accordance with the provisions hereof.
[**] CONFIDENTIAL TREATMENT REQUESTED
39
<PAGE>
15. TERMINATION BY REUTERS
15.1 Event of Default. A SAVVIS "EVENT OF DEFAULT" shall be deemed to occur
if:
(A) SAVVIS has failed to a material degree to perform or comply
with or has violated to a material degree any representation, warranty,
term, condition or obligation of SAVVIS under this Agreement (including
Services provided hereunder, which shall be determined in accordance with
Schedule 5 of this Agreement), and SAVVIS has failed to cure such failure or
violation within thirty (30) days after receiving notice thereof from
Reuters;
(B) other than as a result of a breach by Reuters of this
Agreement or of its Funding obligations made pursuant to any Funding
Agreements, SAVVIS becomes the subject of a voluntary or involuntary
bankruptcy which has not been dismissed for thirty (30) days, insolvency,
reorganization or liquidation proceeding, makes an assignment for the
benefit of creditors, or admits in writing that it is generally unable to
pay its debts when due; or
(C) upon execution of an agreement in respect of a business
combination or other transaction involving SAVVIS that would result in a
Change of Control.
15.2 Right to Terminate Upon Event of Default. Reuters shall have the right
to terminate this Agreement, with no liability to SAVVIS other than for charges
(less any applicable credits) for the Services provided prior to such
termination, if Reuters provides 10 (ten) days prior written notice of its
intent to terminate upon the occurrence of a SAVVIS Event of Default.
16. TERMINATION BY SAVVIS
16.1 SAVVIS shall have the right to terminate this Agreement if:
(A) Reuters has failed to pay any invoice that is not the subject
of a bona fide dispute within ten (10) Business Days of the date on which
such payment is due and SAVVIS has provided Reuters with written notice
thereof, provided, that Reuters shall have a further ten (10) Business Days
from the expiration of the ten (10) Business Day-period referred to
immediately above to cure any such default;
(B) Reuters has failed to perform or comply with or has violated
any material representation, warranty, term, condition or obligation of
Reuters under this Agreement, and Reuters has failed to cure such failure or
violation within thirty (30) days after receiving notice thereof from
SAVVIS; or
40
<PAGE>
(C) Reuters becomes the subject of a voluntary or involuntary
bankruptcy which has not been dismissed for thirty (30) days, insolvency,
reorganization or liquidation proceeding, makes an assignment for the
benefit of creditors, or admits in writing that it is generally unable to
pay its debts when due.
17. EFFECT OF TERMINATION
17.1 Upon the termination of this Agreement in accordance with Section 14,
15 or 16 of this Agreement, SAVVIS shall (and cause the members of the SAVVIS
Group to) continue to provide Services to the Reuters Group in accordance with
the terms and conditions herein and such other assistance as provided in this
Section 17.1 for a period of up to one (1) year after the termination date of
this Agreement (the "TRANSITION PERIOD"); provided, however, that Reuters shall
have no continuing obligation to make any MMC payments to SAVVIS hereunder
pursuant to Section 3.6 hereof or any other provision of this Agreement. During
the Transition Period, Reuters shall pay SAVVIS for the use of the Services at
SAVVIS's then-current list rates. If Reuters has not completely transitioned
from its use of the Services prior to the expiration of the Transition Period,
SAVVIS will provide the Services at SAVVIS's then-current list rates. SAVVIS
shall and shall cause the members of the SAVVIS Group to provide all reasonable
assistance to ensure that the Reuters Group can migrate from the Services to the
services of either a third party or a member or members of the Reuters Group at
SAVVIS's then standard charges for such migration services supplied to Reuters
Group which migration services charges shall, in any event, be fair and
reasonable with respect the type of services supplied.
17.2 Within one (1) month of giving notice of termination or partial
termination or three (3) months before the end of the Initial Term, the parties
shall establish a mutually agreeable exit plan (the "EXIT PLAN") which shall
describe the timescales for the termination of individual Services and
corresponding non-application of Quality of Service Standards. SAVVIS shall not
increase any charges for Services during the period following delivery of any
notice of termination by either party. During the Transition Period, for the
Services that are being terminated:
(A) there will be no price reviews or benchmarking; and
(B) the MMC shall not apply. ---
17.3 Any assets of SAVVIS (including all Network Equipment and CPE) shall be
removed from the Sites by or on behalf of SAVVIS, at its own cost, and Reuters
shall procure for SAVVIS (and/or its agent as applicable) reasonable access to
the Sites for that purpose. Reuters shall have the right to dispose of any such
assets situated on part of a Reuters Site under the control of the Reuters Group
or on a Customer Site that have not been removed by or on behalf of SAVVIS
within three (3) months after the end of the Transition Period.
17.4 Notwithstanding any other provision in this Agreement, in the event of
termination or partial termination of this Agreement, Reuters may discuss the
41
<PAGE>
provision of Services with any third party who may be required to provide
Network Services to Reuters from time to time, provided, that Reuters imposes on
such third party obligations of confidentiality in respect of confidential
information of members of the SAVVIS Group no less onerous than those imposed on
Reuters under this Agreement, and, provided, that any disclosure of those terms
is limited to that which is reasonably necessary to procure such services from
that third party.
18. REGULATORY COMPLIANCE
SAVVIS shall comply at all times during the term of this
Agreement with all statutes, regulations and rules of law applicable to the
operation of the Network and offering of Services hereunder.
19. REGISTERED IP ADDRESSES
19.1 In the event that any domain names or IP addresses registered to SAVVIS
are related to the provision of any Service or Service Element provided by
SAVVIS under this Agreement and absent such registration to SAVVIS would
constitute assets of the Acquired Business, SAVVIS agrees that it shall take all
necessary action to transfer the registration of any such domain names or IP
addresses to Reuters and that it shall provide all reasonable cooperation to
Reuters and execute all such documents (including, without limitation,
registrant name change agreements or similar documents) as may be necessary to
complete such transfer of registration; provided, however, that Reuters
acknowledges that SAVVIS uses certain domain names or IP addresses that are
registered to Bridge or to other third parties; and, provided, further, however,
that in the event that any block of domain names or IP addresses used by SAVVIS
and registered to SAVVIS or to Bridge or to such other third parties contains
certain domain names or IP addresses which would constitute assets of the
Acquired Business, Reuters agrees that the registration of such block of domain
names or IP addresses shall only be transferred to Reuters if such transfer is
commercially reasonable.
19.2 SAVVIS agrees that it shall take all commercially reasonable action to
assist Reuters in transferring the block of Class-B IP addresses 167.6.0.0/16
that are registered to Bridge (the "BRIDGE IP ADDRESSES") to Reuters. Since the
Bridge IP Addresses are used to support the Office Automation ("OA") Network,
which is one of the Services provided by the SAVVIS Group to the Reuters Group
under this Agreement, Reuters agrees, subject to any applicable confidentiality
requirements set forth in this Agreement or any other applicable legal
restrictions, (i) to permit SAVVIS to continue to use the Bridge IP Addresses
for a period of twelve (12) months from the Service Commencement Date and (ii)
to permit SAVVIS to access the Bridge IP Addresses in order to manage and
monitor the OA Network until such time as Reuters terminates the OA Network
service pursuant to the terms of this Agreement; provided, however, that SAVVIS
shall not use or access the Bridge IP Addresses in connection with the provision
of services to any party other than Reuters or any member of the Reuters Group.
42
<PAGE>
20. DEVELOPMENT PROJECTS
20.1 With the agreement of the parties, SAVVIS shall undertake development
projects in accordance with the processes and procedures to be agreed by the
parties pursuant to the Change Control Procedure.
20.2 All intellectual property rights ("IPRs") relating to any development
projects from time to time fully funded, whether by money or money's worth, by
Reuters shall be owned by Reuters and SAVVIS hereby assigns (and shall procure
the relevant members of the SAVVIS Group to assign) all IPRs in such projects to
Reuters. Reuters agrees to license all such rights, on a royalty-free basis to
the members of the SAVVIS Group to the extent necessary to permit the SAVVIS
Group to provide Services to the Reuters Group or the Reuters Customers.
20.3 All other IPRs arising out of any development project ("SAVVIS IPRs")
shall be licensed to Reuters for itself and each member of the Reuters Group and
the Reuters Customers on a royalty-free, perpetual and irrevocable basis to the
extent necessary to enable the Reuters Group and the Reuters Customers to enjoy
the full benefit of the Services. SAVVIS agrees that it shall not (and shall
procure that the members of the SAVVIS Group shall not) challenge or oppose use
by any member of the Reuters Group of its own IPRs by reference to any of the
SAVVIS IPRs. Nothing in this Clause shall constitute an assignment or (except in
respect of the licence of SAVVIS IPRs in this Section 20.6) licence of either
party's Development Tools and each party shall be free to use its Development
Tools, the ideas, concepts and know-how developed by it in the course of
performing its obligations under this Agreement without restriction.
21. SITE PREPARATION
Reuters shall provide all reasonably necessary preparations of
each Site in accordance with the requirements as mutually agreed upon by the
parties, including inside wiring, demarcation extension and rack mount
accessories.
22. RIGHTS AND OBLIGATIONS OF SAVVIS
22.1 Provision of the Networks. SAVVIS shall operate, maintain and manage
the Networks and provide the Services at the Sites in accordance with the
Quality of Service Standards and other terms of this Agreement, including all
Schedules hereto.
22.2 Representations and Warranties. SAVVIS hereby represents, warrants and
undertakes that:
22.2.1 there are no SAVVIS tariffs on file with the Federal
Communications Commission (the "FCC") or any other regulatory body of competent
jurisdiction governing the Services. If, during the term of this Agreement,
SAVVIS shall file a contract-specific tariff governing the Services or any
portion thereof, such tariff filing shall be consistent in all respects with the
terms of this Agreement, and SAVVIS shall give Reuters thirty (30) days advance
43
<PAGE>
written notice of making such a tariff filing and of filing any subsequent
modifications thereto, or, if the FCC or such other regulatory body requires
such tariff filing to be made on less than thirty (30) days notice, then SAVVIS
shall notify Reuters as soon as practicable of making such a tariff filing and
of filing any subsequent modifications thereto.
22.2.2 the cash flow forecasts and current business plan of SAVVIS,
copies of which are attached hereto as Schedule 22 were prepared in good faith,
and SAVVIS believes that the underlying assumptions and projections made therein
are reasonable and complete in all material respects;
22.2.3 the Services shall conform with and meet each of the applicable
and corresponding Service Levels;
22.2.4 in fulfilling its obligations under this Agreement it shall
employ at a minimum such levels of skill, prudence and foresight as would be
expected of an undertaking operating in the same industry providing the same or
similar services;
22.2.5 it shall fulfill its obligations hereunder with all due
reasonable care and skill and by suitably qualified and trained personnel;
22.2.6 it shall maintain and employ throughout the term of this
Agreement a sufficient number of personnel with sufficiently detailed and
reasonable knowledge and experience to enable it to perform its obligations
hereunder;
22.2.7 it has all licenses, permits, consents and authorizations to
conduct its business as currently conducted and shall procure and comply with
all licenses, permits, consents and authorizations required in connection with
the fulfilment of its obligations under this Agreement;
22.2.8 it shall comply with all applicable laws, codes, regulations
(including, without limitation, applicable US regulatory and securities laws and
similar laws in all applicable jurisdictions) relating to the fulfilment of its
obligations under this Agreement;it has the full power and authority to enter
into this Agreement and to perform all of its obligations hereunder;
22.2.9 the execution, delivery and performance of this Agreement by
SAVVIS and the SAVVIS Group and the consummation by SAVVIS Group and the
consummation by SAVVIS and the SAVVIS Group of the transactions contemplated by
this Agreement have been duly authorized by all requisite corporate actions;
22.2.10 this Agreement has been duly and validly executed and delivered
by SAVVIS and (assuming this Agreement constitutes a valid and binding
obligation of Reuters) constitutes a valid and binding agreement of SAVVIS,
enforceable against SAVVIS in accordance with its terms, subject to applicable
bankruptcy, moratorium and other laws affecting creditors' rights generally from
time to time in effect and to general principles of equity; and
44
<PAGE>
22.2.11 neither the execution, delivery or performance of this
Agreement by SAVVIS, nor compliance by SAVVIS with any of the provisions hereof,
will (a) conflict with or result in any breach of any provisions of the
certificate of incorporation or bylaws of SAVVIS, (b) result in a violation or
breach of, or constitute (with or without due notice or lapse of time) a default
(or give rise to any right of termination, cancellation, acceleration, vesting,
payment, exercise, suspension, or revocation) under any of the terms,
conditions, or provisions of any note, bond, mortgage, deed of trust, security
interest, indenture, license, contract, agreement, or other instrument or
obligation to which SAVVIS is a party or by which SAVVIS or SAVVIS's properties
or assets may be bound or affected, (c) violate any order, writ, injunction,
decree status, rule or regulation applicable to SAVVIS or SAVVIS's property or
assets, (d) result in the creation of imposition of any encumbrance on any asset
of SAVVIS, (e) result in the infringement or misappropriation of any
intellectual property right of a third party or (f) cause the suspension or
revocation of any permit, license, governmental authorisation, consent, or
approval necessary for SAVVIS to conduct its business as currently conducted.
22.2.12 SAVVIS has filed all required reports, forms, statements and
other documents with the Securities and Exchange Commission since February 20,
2000 (the "SAVVIS SEC DOCUMENTS"). As of its filing date, each SAVVIS SEC
Document (i) did not contain any untrue statement of a material fact or omit to
state any material fact necessary in order to make the statements therein, in
light of the circumstances under which they were made, not misleading, except to
the extent that such statements have been modified or suspended by a later filed
SAVVIS SEC Document and (ii) complied in all material respects with applicable
US securities laws.
22.3 Duty to Disclose. SAVVIS shall disclose in writing to Reuters anything
of which it is aware which constitutes a breach, or with the passage of time or
the giving of notice could reasonably be expected to result in a breach of, any
of the warranties and undertakings in Section 22.2 as soon as practically
possible after SAVVIS becomes aware of such breach or potential breach. Further,
SAVVIS shall cure any such breach of any of the warranties and undertakings in
Section 22.2 within thirty (30) days of the discovery thereof.
22.4 Event of Default. SAVVIS acknowledges that the occurrence of an Event
of Default by SAVVIS, arising from either (i) a failure of the Networks to meet
Quality of Service Standards or (ii) a total loss to Reuters of the use of the
Networks, could cause irreparable harm to Reuters, the amount of which may be
difficult to determine, thus potentially making any remedy at law or in damages
inadequate. SAVVIS, therefore, agrees that Reuters shall have the right to apply
to any court of competent jurisdiction for injunctive relief upon the occurrence
of any Event of Default by SAVVIS or the occurrence of an event which, with the
passage of time or the giving of notice, could reasonably be expected to result
in an Event of Default by SAVVIS and for any other appropriate relief. This
45
<PAGE>
right shall be in addition to, and not in lieu of, any other remedy available to
Reuters in law or equity.
22.5 Insurance. Within thirty (30) days prior to the Service Commencement
Date, SAVVIS shall take out, and shall thereafter maintain during the term of
this Agreement, insurance coverage with reputable insurers to adequately insure
its obligations under this Agreement in respect of employers' liability, errors
and omissions and public and products liability, fidelity, property damage and
business interruption, and shall make Reuters and any other member of the
Reuters Group designated by Reuters an additional insured thereto. Upon request
by a member of the Reuters Group, SAVVIS shall provide to Reuters a copy of such
insurance policies and a summary of all coverage, containing all relevant
information, regarding its insurance policies and its compliance with this
Section 22.5.
23. SAVVIS PERSONNEL
23.1 Use of Personnel. SAVVIS shall ensure and/or procure that an adequate
number of qualified and appropriately trained personnel familiar with the
Services, the network operations of the Reuters and implementation, integration
and use of telecommunication services are employed by SAVVIS to meet its
obligations under the Agreement. SAVVIS shall commit (or procure the commitment
of) an adequate number of appropriate managers on a dedicated and exclusive
basis to liaise with Reuters with relation to specific service requirements to
meet SAVVIS's obligations under this Agreement.
23.2 Unacceptable Personnel. Reuters may notify SAVVIS if Reuters reasonably
believes that any SAVVIS Personnel lack the required skills or are otherwise
unqualified for the provision of Services pursuant to this Agreement or any
other reason which is likely to have an adverse effect on the provision of
Services to Reuters. Upon receipt of a request to transfer any such personnel,
SAVVIS shall review such matter within five (5) Business Days and unless such
request is unreasonable, (as determined by SAVVIS in its reasonable discretion),
SAVVIS shall reassign or procure the reassignment of such personnel to other
duties unrelated to the provision of Services to Reuters. SAVVIS shall have a
reasonable time to replace or procure the replacement of any personnel
transferred pursuant to this Section. In the event that SAVVIS finds that such
request is unreasonable, it shall notify Reuters of its decision and the reasons
therefor, and within five (5) days following receipt of such notice by Reuters,
the Chief Operating Officer of SAVVIS and the Managing Director - Reuters shall
discuss the reasons set forth in the notice and shall work in good faith to
resolve any disputed issues regarding such personnel.
23.3 Information about Personnel. At the request of Reuters but at all times
subject to any legal requirements of privacy or contractual commitment, SAVVIS
shall provide Reuters with such information in respect of key SAVVIS Personnel
and such other SAVVIS Personnel as Reuters may reasonably require for the
purpose of assessing competence to provide the Services to be provided by that
person and otherwise to comply with regulatory requirements and other reasonable
46
<PAGE>
security requirements, including but not limited to, details of employment
history, training, experience and qualifications. Where SAVVIS is prohibited by
law or contract to give specific details about named personnel, it may give
Reuters summarized information about unnamed individuals.
24. DISCLAIMER OF WARRANTIES
EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES THAT
ARE MADE IN THIS AGREEMENT, NEITHER PARTY MAKES, AND EACH PARTY HEREBY
DISCLAIMS, ANY OTHER WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY
OR OTHERWISE, INCLUDING WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY,
FITNESS FOR A PARTICULAR PURPOSE OR USE AND NON-INFRINGEMENT. TO THE EXTENT
EITHER PARTY MAY NOT, AS A MATTER OF APPLICABLE LAW, DISCLAIM ANY WARRANTY,
THE SCOPE AND DURATION OF SUCH WARRANTY SHALL BE THE MINIMUM PERMITTED UNDER
SUCH LAW.
25. INDEMNIFICATION
25.1 SAVVIS Indemnification.
----------------------
25.1.1 SAVVIS hereby agrees to defend, indemnify and hold harmless
Reuters, each member of the Reuters Group and its respective directors,
officers, employees, agents, successors and assigns (in such capacity, each an
"Indemnified Party") from and against any and all liability, loss, damages,
claims, costs and expenses, including reasonable attorneys' fees (individually,
a "Loss" and collectively, "Losses") incurred by such Indemnified Parties
arising out of (i) any breach of any representation or warranty of SAVVIS
contained herein or in any certificate delivered pursuant to this Agreement,
(ii) any breach of any covenant or agreement of SAVVIS contained herein, (iii)
any claim arising from actual or alleged infringement relating to any of the
Services and/or Network provided hereunder of any patent, copyright, trademark,
trade secret or similar proprietary right, and (iv) any material Service Failure
with respect to a Service or Service Element as contemplated in Section 5.2.2
hereof (including, in the event of a termination by Reuters of such Service or
Service Element pursuant to Section 5.2.2 hereof, any Losses relating to or
arising from the period of time of the commencement of such Service Failure
until such termination), except with respect to (iii) above, to the extent that
such actual or alleged infringement arises from (A) breach of any representation
or warranty of this Agreement by Reuters, or (B) software or equipment used by
Reuters or a member of the Reuters Group and not provided by SAVVIS or
authorized on behalf of SAVVIS; provided, further, however, that the foregoing
exception (B) shall not apply where the use by Reuters or a member of the
Reuters Group of the software or equipment not provided or authorized by or on
behalf of SAVVIS was reasonably foreseeable to SAVVIS at the time of such use.
25.1.2 Reuters shall notify SAVVIS in writing of any such claim or suit
and shall cooperate with SAVVIS, at SAVVIS's sole expense, as reasonably
requested to facilitate the settlement or defense thereof; provided, however,
that the failure to provide such notice shall not release SAVVIS from any of its
47
<PAGE>
obligations under this Section 25, except to the extent SAVVIS is materially
prejudiced by such failure. SAVVIS shall have the right to direct, at its sole
option and expense, through counsel of its own choosing, which counsel shall be
reasonably satisfactory to the Indemnified Party, the defense or settlement of
any claim or proceeding the subject of indemnification hereunder; provided
however, that in the event SAVVIS fails to undertake any defense within five (5)
Business Days of delivery by Reuters of written notice of such claim or
proceeding as provided in this Section 25.1, then SAVVIS shall have no right to
participate in any settlement or assume the defense of such claim or proceeding
and the Indemnified Party shall have the right to undertake the defense of such
claim at SAVVIS's expense. If SAVVIS elects to assume the defense of any such
claim or proceeding or negotiate, settle or otherwise deal with such claim or
proceeding as provided herein, the Indemnified Party may participate in such
defense, but in such case the expenses of the Indemnified Party shall be paid by
the Indemnified Party; provided, however, that such Indemnified Party shall be
entitled to participate in any such defense with separate counsel at the expense
of SAVVIS if (i) so requested by SAVVIS to participate or (ii) in the reasonable
opinion of counsel to the Indemnified Party, a conflict or potential conflict
exists between the Indemnified Party and SAVVIS that would make such separate
representation advisable. The Indemnified Party shall provide SAVVIS with access
to its records and personnel relating to any such claim, assertion, event of
proceeding during normal business hours or as otherwise may reasonably be
required and shall otherwise cooperate with SAVVIS in the defense or settlement
thereof, and SAVVIS shall reimburse the Indemnified Party for all its reasonable
out-of-pocket expenses in connection therewith. If SAVVIS elects to direct the
defense of any such claim or proceeding, the Indemnified Party shall not pay, or
permit to be paid, any part of any claims or demand arising from such asserted
liability unless SAVVIS consents in writing to such payment or unless SAVVIS
withdraws from the defense of such asserted liability or unless a final judgment
from which no appeal may be taken by or on behalf of SAVVIS is entered against
the Indemnified Party for such liability. No settlement in respect of any third
party claim may be put in effect by SAVVIS without the Indemnified Party's prior
written consent unless the settlement involves a full and unconditional release
of the Indemnified Party. If the Indemnified Party assumes the defense of any
such claim or proceeding pursuant to this Section 25.1, and proposes to settle
such claim or proceeding prior to a final judgment thereon or to forego any
appeal with respect thereto, then the Indemnified Party shall give SAVVIS prompt
written notice thereof and SAVVIS shall have the right to participate in the
settlement or assume or reassume the defense of such claim or proceeding, except
where SAVVIS has failed to undertake any defense, as required hereunder, in
which case SAVVIS shall have no right to participate in any settlement or assume
the defense of such claim or proceeding.
25.1.3 Notwithstanding anything to the contrary set forth in this
Section 25 or elsewhere in this Agreement, SAVVIS and each member of the SAVVIS
Group hereby acknowledges and agrees that Losses indemnifiable pursuant to the
terms of this Section 25.1 shall include, without limitation:
48
<PAGE>
(A) additional costs and expenses reasonably incurred by any
member of the Reuters Group in procuring and implementing alternative or
replacement services, including consultancy costs, the additional costs of
management time and personnel costs (which would not have been incurred but
for the event that led to the Loss) and Costs of hardware, software and
other equipment and materials;
(B) restitution of monies paid by any member of the Reuters Group
to SAVVIS, any member of the SAVVIS Group or any third party on behalf of
SAVVIS or any member of the SAVVIS Group for Services pursuant to this
Agreement not received;
(C) Costs of reconstituting lost or corrupted data; and
(D) costs and expenses (excluding any lost profits) of any member
of the Reuters Group arising from the loss of a Reuters Customer.
25.2 Restrictions on Network and Services. If, as a consequence of a claim
or action of the kind described in Sections 25.1.1(iii) hereof, SAVVIS's or the
Reuters Group's use of all or part of any Network or Services is enjoined,
SAVVIS shall, at its option and expense, either: (a) procure for the Reuters
Group the right to continue using the affected Network or Services; (b) modify
such Network or Service so that it is non-infringing, provided that such
modification does not affect the intended use of the Network or Services as
contemplated hereunder. If SAVVIS does not take any of the actions described in
clauses (a) or (b), then Reuters may terminate the affected portion of such
Network and Services, and SAVVIS shall refund to Reuters any prepaid charges
therefore and reduce the MMC accordingly, reimburse to Reuters all costs
incurred in ceasing to use the Network and Services, and Reuters shall not be
responsible for any future payments (including any MMC) regarding such affected
portions of such Network or Service.
25.3 Reuters Indemnification. Subject to the limitations and qualifications
set forth in Section 24 hereof, Reuters hereby agrees to defend, indemnify and
hold harmless SAVVIS, each member of the SAVVIS Group and any of its respective
directors, officers, employees, agents, successors and assigns from and against
any and all Losses, incurred by such Indemnified Parties arising out of any
claim arising from actual or alleged infringement of any patent, copyright,
trademark, trade secret or similar proprietary right arising out of the use by
Reuters or any member of the Reuters Group of software or equipment not provided
or authorized by or on behalf of SAVVIS, except where the use by Reuters or any
member of the Reuters Group of such software or equipment was reasonably
foreseeable to SAVVIS at the time of such use.
25.4 Limitations on Liability.
------------------------
25.4.1 Subject to the provisions of Section 25.5 hereof, neither party
shall be liable to the other for indirect, incidental, consequential, exemplary,
49
<PAGE>
reliance or special damages, including damages for lost profits, regardless of
the form of action whether in contract, indemnity, warranty, strict liability or
tort, including negligence of any kind with respect to the provision of Services
or use of Services under this Agreement.
25.4.2 Notwithstanding the foregoing, nothing contained in this Section
25.4 shall limit either party's liability to the other for (a) willful or
intentional misconduct, including fraud, or (b) injury or death, or damage to
tangible real or tangible personal property or the environment, when proximately
caused by such party's negligence or that of its agents, subcontractors or
employees. Nothing contained in this Section shall limit either party's
indemnification obligations hereunder.
25.5 Limitation on Indemnification for Breaches of SAVVIS's Representations
and Warranties. Except for all Losses for any breach of the representations and
warranties contained in Sections 22.2.1, 22.2.10, 22.2.11, 22.2.12 and 22.2.13
hereof, SAVVIS shall not have any liability under Section 25.1.1(i) hereof
unless the aggregate amount of Losses to the Indemnified Parties arising
thereunder based upon, attributable to, or resulting from, the failure of any
representation and warranty to be true and correct in all respects exceeds
$250,000 (the "Basket"); provided, however, that all Losses for any breach shall
be calculated without regard to any qualifications with respect to dollar amount
thresholds, knowledge or materiality contained therein. In the event the
aggregate amount of Losses indemnifiable pursuant to Section 25.1.1(i) hereof
exceeds the Basket, SAVVIS shall be liable to the Indemnified Parties for the
total amount of such Losses from such breach of the representations and
warranties.
25.6 Cap on Reuters Liability. Notwithstanding anything to the contrary set
forth in this Agreement, the maximum aggregate liability of Reuters (together
with all members of the Reuters Group) under this Agreement shall be four
hundred fifty million dollars ($450,000,000).
25.7 Cap on SAVVIS's Liability. Notwithstanding anything to the contrary set
forth in this Agreement, the maximum aggregate liability of SAVVIS (together
with all members of the SAVVIS Group) under this Agreement shall be four hundred
fifty million dollars ($450,000,000).
26. SUB CONTRACTORS
26.1 Primary Liability of SAVVIS. SAVVIS accepts and agrees that it is
providing the Services as the prime contractor and that it shall be primarily
liable for the act or omission of any of its sub-contractors or any third-party
service provider it uses to provide the Services, to the extent that such act or
omission relates to the Services.
26.2 Notification and Consent for Sub-Contractors. SAVVIS shall notify
Reuters of any new service provider to which it proposes to sub-contract any of
its material obligations or which is to be a material provider of any services
which will form part of the Services. SAVVIS shall not enter into any
arrangements with any person for the provision of the Services as a whole or
material part (in respect of size and/or importance), except with the prior
50
<PAGE>
written consent of Reuters to such appointment (such consent not to be
unreasonably withheld or delayed).
26.3 Default of Sub-Contractor Not Force Majeure. SAVVIS expressly
acknowledges and understands that no default of any sub-contractors utilized by
SAVVIS to provide, directly or indirectly, any part of any Services under this
Agreement (except to the extent such default itself results from an event of
Force Majeure) shall constitute an event of Force Majeure, and any such default
shall in no way excuse or delay in any way SAVVIS and the applicable members of
the SAVVIS Group from the performance of obligations thereof under this
Agreement.
27. EQUIPMENT AND SOFTWARE COMPATIBILITY
SAVVIS and the applicable members of the SAVVIS Group shall, at no
additional charge, provide all interface specifications for the Networks
reasonably requested by Reuters. SAVVIS and the applicable members of the SAVVIS
Group shall, upon the receipt of appropriate specifications from Reuters, inform
Reuters of the compatibility with the Networks of any equipment or software that
Reuters proposes to use in connection therewith, the effects, if any, of the use
of such equipment or software on the quality, operating characteristics and
efficiency of the Networks, and the effect, if any, of the Networks on the
operating characteristics and efficiency of any such equipment or software.
28. PROPRIETARY RIGHTS; LICENSE
28.1 SAVVIS Grant of License. SAVVIS hereby grants to each of Reuters and
each other member of the Reuters Group receiving Services hereunder for itself
and on behalf of the Reuters Group as a whole, a non-exclusive and
non-transferable license, at no cost additional to the costs set out above, to
use all programming and software necessary for Reuters to use the Networks and
receive any Services hereunder solely during the term of this Agreement
28.2 Ownership by SAVVIS of Networks. Subject to the license granted herein,
all right, title and interest (including all intellectual property rights) to
the Networks (including associated programming and software) are and shall
remain with SAVVIS or the third-party providers thereof to SAVVIS. Reuters shall
not attempt to examine, copy, alter, reverse engineer, decompile, disassemble,
tamper with or otherwise misuse the Networks, programming and software.
28.3 Ownership by Reuters of Data. All right, title and interest (including
all intellectual property rights) in and to any data that is transmitted by
Reuters or a Reuters Customer through or using the Networks shall remain with
Reuters or such Reuters Customer, as may be applicable.
51
<PAGE>
28.4 Reuters Equipment. All right, title and interest (including all
intellectual property rights) in and to any Reuters-provided equipment shall
remain with Reuters or such other third-party provider, as may be applicable.
29. CONFIDENTIALITY
29.1 Confidential Information. For purposes of this Agreement, "CONFIDENTIAL
INFORMATION" of a party shall mean information which has a commercial value in
the business of the party and is reasonably maintained in confidence by the
party, and shall include, without limitation, know-how, processes, ideas,
inventions (whether or not patentable), formulas, algorithms, computer programs,
databases, technical drawings, designs, circuits, layouts, interfaces,
materials, schematics, names and information about the expertise of employees or
consultants, customer lists, other technical, business, financial, customer and
product development plans, supplier information, forecasts, strategies and the
like.
29.2 Use of Confidential Information. During the term of this Agreement and
for a period of five years from the date of its expiration or termination
(including all extensions thereof), each party agrees to maintain in strict
confidence all Confidential Information received by it from the other party.
Neither party shall, without prior written consent of the other party, use the
other party's Confidential Information for any purpose other than for the
performance of its duties and obligations, and the exercise of its rights, under
this Agreement. Each party shall use, and shall cause all authorized recipients
of the other party's Confidential Information to use, the same degree of care to
protect the other party's Confidential Information as it uses to protect its own
Confidential Information, but in any event not less than a reasonable degree of
care.
29.3 Permitted Disclosure. Notwithstanding Section 29.1, either party may
disclose the Confidential Information of the other party to: (a) its employees
and the employees, directors and officers of its Affiliates solely as necessary
to implement this Agreement; or (b) other persons (including counsel,
consultants, lessors or managers of facilities or equipment used by such party)
in need of access to such information for purposes specifically related to
either party's responsibilities under this Agreement, provided that any
disclosure of Confidential Information under clause (b) shall be made only upon
prior written approval of the other party and subject to the appropriate
assurances that the recipient of such information shall hold it in strict
confidence.
29.4 Return of Information. Upon the request of the party having proprietary
rights to Confidential Information, the party in possession of such information
shall promptly return it (including any copies, extracts, and summaries thereof,
in whatever form and medium recorded) to the requesting party or, with the other
party's prior written consent, shall promptly destroy it and provide the other
party with written certification of such destruction.
29.5 Request for Waiver. Either party may request in writing that the other
party waive all or any portion of the requesting party's responsibilities
relative to the other party's Confidential Information. Such waiver request
52
<PAGE>
shall identify the affected information and the nature of the proposed waiver.
The recipient of the request shall respond within a reasonable time and, if it
determines, in its sole discretion, to grant the requested waiver, it will do so
in writing over the signature of an employee authorized to grant such request.
Any failure by a party not to respond to such request will not be deemed
approval of such request.
29.6 Irreparable Harm. Reuters and SAVVIS acknowledge that any disclosure or
misappropriation of Confidential Information in violation of this Agreement
could cause irreparable harm, the amount of which may be difficult to determine,
thus potentially making any remedy at law or in damages inadequate. Each party,
therefore, agrees that the other party shall have the right to apply to any
court of competent jurisdiction for an order restraining any breach or
threatened breach of this Section and for any other appropriate relief. This
right shall be in addition to, and not in lieu of, any other remedy available in
law or equity.
29.7 Exceptions. Notwithstanding the foregoing, this Section will not apply
to any information which a party can demonstrate was:
29.7.1 at the time of disclosure to it, in the public domain;
29.7.2 after disclosure to it, published or otherwise became part of
the public domain through no fault of the party;
29.7.3 in the possession of the receiving Party at the time of
disclosure to it;
29.7.4 received after disclosure to it from a third party who had a
lawful right to disclose such information to it; or
29.7.5 independently developed by it without reference to Confidential
Information of the other party.
29.8 Required Disclosure. A party requested or ordered by a court or other
governmental authority of competent jurisdiction to disclose another party's
Confidential Information shall notify the other party in advance of any such
disclosure to afford the other party the opportunity to seek any protections
against such disclosure as may be available. Absent the other party's consent to
such disclosure, such party will use its best efforts to resist, and to assist
the other party in resisting, such disclosure, including without limitation
using its best efforts to obtain a protective order or comparable assurance that
the Confidential Information so provided will be held in confidence and not
further disclosed to any other person, absent the owner's prior consent. Any
Confidential Information that may be required to be disclosed shall remain
Confidential Information as between the parties hereto.
53
<PAGE>
29.9 Disclosure of Agreement. Notwithstanding any provisions of this
Agreement to the contrary, either party may disclose the terms and conditions of
this Agreement in the course of a due diligence review performed in connection
with prospective debt financing or equity investment by, or a sale to, a third
party, so long as the persons conducting such due diligence review have agreed
to maintain the confidentiality of such disclosure and not to use such
disclosure for any purpose other such due diligence review.
30. DISPUTES
30.1 Dispute Resolution. In the event that any dispute between SAVVIS and
Reuters arises from or concerns in any manner the subject matter of this
Agreement, each party will attempt, in good faith, to resolve such dispute
through discussion between its employees in the following order: first, within
five (5) days following receipt of any written request by a member of the
Reuters Group or SAVVIS, as the case may be, of a dispute hereunder (a "DISPUTE
NOTICE"), the Relationship Manager of each of SAVVIS and the Reuters Group shall
attempt to resolve the dispute; in the event the Relationship Managers are
unable to resolve such dispute within ten (10) days following receipt of a
Dispute Notice, then, the manager in charge of Reuters Global Operations and the
comparative executive of SAVVIS shall meet in person to resolve such dispute;
and finally in the event the respective managers of Reuters Global Operations
and the comparative-level executive at SAVVIS are unable to resolve such dispute
within twenty-five (25) days following receipt of a Dispute Notice, then the
Chief Operating Officer of the Reuters Group and the Chief Operating Officer of
SAVVIS shall meet in person or by other agreed means to resolve such dispute. If
the respective Chief Operating Officers cannot resolve the dispute within ten
(10) days following such dispute being submitted to such Chief Operating
Officers, the parties may proceed to litigation of such unresolved dispute as
provided under this Agreement. Any meetings between the employees set forth
above may occur in New York, New York, if such meeting is to be in person, or
may occur via telephone or videoconference, as the parties may mutually
determine.
30.1.1 Jurisdiction, Venue and Service of Process. Any litigation
brought arising from or concerning in any manner the subject matter of this
Agreement shall be brought in the state and federal courts of the County of New
York, State of New York. Each of the parties hereby submits itself to the
jurisdiction and venue of such courts for purposes of any such litigation.
Reuters hereby appoints the General Counsel, Reuters America Inc. at its
principal place of business in New York, New York, and SAVVIS hereby appoints CT
Corporation System at its principal place of business in New York, New York, in
each case, respectively, as such party's authorized agent to accept and
acknowledge on such party's behalf service of any and all process that may be
served in any such litigation. Any and all service of process and any other
notice in any such litigation shall be effective against the other party hereto
if given personally, or by registered or certified mail, return receipt
requested, or by any other means of mail that requires a signed receipt, postage
prepaid, mailed to such party as herein provided, or by personal service on such
54
<PAGE>
party's authorized agent with a copy of such process mailed to such party by
first class mail or registered or certified mail, postage prepaid and return
receipt requested, at its address as set forth herein or at such other address
as it may furnish to the other party. Nothing contained herein shall be deemed
to affect the right of any party hereto to serve process in any manner permitted
by law.
31. FORCE MAJEURE
31.1 Events Constituting Force Majeure. In no event shall either party be
liable to the other for any failure to perform its obligations hereunder that is
due to war, acts of terrorism, riots, embargoes, act of God, strikes or other
concerted acts of workers (whether of a party hereto or of others), casualties,
accidents or other causes to the extent that such failure and the consequences
thereof are reasonably beyond the control and without the fault or negligence of
the party claiming excuse. Each party shall use reasonable efforts to mitigate
the extent of any failure to perform and the adverse consequences thereof.
31.2 Alternative to Network. If SAVVIS cannot promptly provide a suitable
temporary alternative to all or part of the Network subject to an interruption
in connection with the existence of a force majeure condition, Reuters may, at
its option and at its own cost, contract with one or more third parties for the
affected portion of the Network for the shortest commercially available period
likely to cover the reasonably expected duration of the interruption, and may
suspend SAVVIS's provision of such affected portion for such period. SAVVIS
shall not charge Reuters for the affected portion thus suspended during the
period of suspension. SAVVIS shall resume provision of the suspended portion of
the Network upon the later of the termination or expiration of Reuters legally
binding commitments under contracts with third parties for alternative services
or the cessation or remedy of the force majeure condition.
31.3 Continuance of Force Majeure. In the event that a force majeure
condition shall continue for more than sixty (60) days, Reuters may terminate
the affected portion of the Network with no further liability to SAVVIS other
than for obligations incurred with respect to such affected portion prior to the
occurrence of the force majeure condition.
31.4 No Breach. The consequences arising from existence and continuation of
a force majeure condition, including without limitation any interruption of the
Networks and the exercise by Reuters of its rights under this Section 31, shall
be deemed not to constitute a breach by either party hereto of any
representations, warranties or covenants hereunder.
32. DATA PROTECTION AND PRIVACY
32.1 Reuters Instructions. SAVVIS undertakes to Reuters that it shall not
process any data of Reuters (including personal data of Reuters Customers) as
part of the Services unless it is acting on the instructions of Reuters. Reuters
agrees to indemnify SAVVIS, the SAVVIS Group and its respective directors,
officers, employees, agents, successors and assigns from and against any and all
Losses incurred by any member of the SAVVIS Group if SAVVIS or the applicable
member of the SAVVIS Group acts in reliance on the instructions of Reuters or
any other member of the Reuters Group, where such instructions (and not the
55
<PAGE>
independent acts or omissions of SAVVIS or the applicable member of the SAVVIS
Group) directly result in SAVVIS or the applicable member of the SAVVIS Group
breaching any applicable laws concerning data processing and data privacy in
connection with the rendering of any Services under this Agreement.
32.2 EU Privacy Directive.
--------------------
32.2.1 Each party represents and warrants that it has in place now and
will on a continuing basis take all reasonable technical and organizational
measures to keep any personal data processed or transmitted under this Agreement
secure and to protect it against accidental loss or unlawful destruction,
alteration, disclosure or access and that it has taken all reasonable steps to
ensure the reliability of any of its staff who will have access to such personal
data.
32.2.2 SAVVIS shall cause any subcontractors it or any member the
SAVVIS Group uses in processing any personal data of the Reuters Group or any
Reuters Customer to comply with the provisions of this Section 32.
32.3 Privacy Policy. For any personal data provided to SAVVIS by Reuters on
behalf of any Reuters Customers, SAVVIS agrees to protect and use such personal
data only in accordance with Reuters privacy policy (as the same may be adopted
by Reuters or amended from time to time by Reuters in its sole reasonable
discretion) provided to SAVVIS (the "PRIVACY POLICY"). At no time shall SAVVIS
archive or keep any records or back up of such personal data unless such data is
maintained in accordance with the Privacy Policy.
32.4 Definition of Personal Data. For the purposes of this Section 32
"personal data" has the meaning ascribed to it in the European Union Data
Protection Directive 95/46.
33. GENERAL PROVISIONS
33.1 No Third-Party Beneficiaries. This Agreement shall not confer any
rights or remedies upon any person or entity other than the parties and their
respective successors and permitted assigns.
33.2 Succession and Assignment. This Agreement shall be binding upon and
inure to the benefit of the parties named herein and their respective successors
and permitted assigns. No party may assign either this Agreement or any of its
rights, interests, or obligations hereunder without the prior written approval
of the other party, which consent shall not be unreasonably withheld or delayed.
Notwithstanding the previous sentence, however, Reuters Limited shall have the
right, in its sole discretion, to assign its rights and obligations under this
Agreement to any other member of the Reuters Group, provided that, Reuters
Limited shall remain liable for its obligations hereunder.
56
<PAGE>
33.3 Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original but all of which
together will constitute one and the same instrument.
33.4 Notices. All notices, requests, demands, claims, and other
communications hereunder will be in writing. Any notice, request, demand, claim,
or other communication hereunder shall be deemed duly given on the second (2nd)
Business Day after it is sent by overnight courier and addressed to the intended
recipient as set forth below:
If to Reuters: Reuters Limited
85 Fleet Street
London, EC4P 4AJ
Attention: Head of Vendor Relations
and Communications
With a copy to: General Counsel
Reuters Limited
85 Fleet Street
London, EC4P 4AJ
+44 20 7542 5896 (fax)
If to SAVVIS: SAVVIS Communications Corporation
12851 Worldgate Drive
Herndon, Virginia 20170
(703) 234-8374 (fax)
Attention: Executive Vice President,
Strategic Development and
Business Planning
With a copy to: Legal Department
SAVVIS Communications Corporation
717 Office Parkway
St. Louis, Missouri 63141
(314) 468-7550 (fax)
Any party may send any notice, request, demand, claim, or
other communication hereunder to the intended recipient at the address set forth
above using any other means (including personal delivery, expedited courier,
messenger service, telecopy, telex, ordinary mail, or electronic mail), but no
such notice, request, demand, claim, or other communication shall be deemed to
have been duly given unless and until it actually is received by the intended
recipient. Any party may change the address to which notices, requests, demands,
claims, and other communications hereunder are to be delivered by giving the
other party notice in the manner herein set forth.
33.5 Governing Law. This Agreement shall be governed by and construed in
accordance with the domestic laws
57
<PAGE>
of the State of New York, as such laws are applied to agreements made, entered
into, performed entirely within New York by New York residents without regard to
the actual residence or domicile of the parties and without giving effect to any
choice or conflict of law provision or rule (whether of the State of New York or
any other jurisdiction) that would cause the application of the laws of any
jurisdiction other than the State of New York.
33.6 Amendments and Waivers. No amendment of any provision of this Agreement
shall be valid unless the same shall be in writing and signed by Reuters and
SAVVIS. The rights and remedies herein expressly provided are cumulative and not
exclusive of any other rights or remedies which a party would otherwise possess
at law, in equity, by statute or otherwise. No waiver by any party of any
default, misrepresentation, or breach of warranty or covenant hereunder, whether
intentional or not, shall be deemed to extend to any prior or subsequent
default, misrepresentation, or breach of warranty or covenant hereunder or
affect in any way any rights arising by virtue of any prior or subsequent such
occurrence.
33.7 Severability. Any term or provision of this Agreement that is invalid
or unenforceable in any situation in any jurisdiction shall not affect the
validity or enforceability of the remaining terms and provisions hereof or the
validity or enforceability of the offending term or provision in any other
situation or in any other jurisdiction.
33.8 Expenses. Each party will bear its own costs and expenses (including
legal fees and expenses) incurred in connection with this Agreement and the
transactions contemplated hereby.
33.9 Schedules. The Schedules identified in this Agreement are incorporated
herein by reference and made a part hereof.
33.10 Further Assurances. Each party shall cooperate and take such actions
as may be reasonably requested by the other party in order to carry out the
provisions and purposes of this Agreement and the transactions contemplated
hereby.
33.11 Press Releases. The parties hereto shall consult with each other and
shall mutually agree (the agreement of each party not to be unreasonably
withheld or delayed) upon the content and timing of any press release or other
public statements with respect to the transactions contemplated by this
Agreement and shall not issue any such press release or other public statement
prior to such consultation and agreement, except as may be required by
applicable law or by obligations pursuant to any listing agreement with any
securities exchange or any stock exchange regulations as advised by legal
counsel to such party; provided, however, that to the extent practicable, each
party shall give prior notice to the other party of the content and timing of
any such press release or other public statement prior to issuance.
33.12 Relationship of the Parties. Nothing in this Agreement shall be
construed to create a joint venture, partnership or agency relationship between
SAVVIS or any member of the SAVVIS Group and any member of the Reuters Group.
58
<PAGE>
Except as expressly provided herein with respect to the matters addressed in
this Agreement, neither SAVVIS nor Reuters is authorized to represent, bind,
obligate or contract on behalf of the other, nor is this Agreement intended to
create an exclusive relationship between SAVVIS and any member of the Reuters
Group.
33.13 Entire Agreement. This Agreement (including the Schedules referred to
herein) constitutes the complete and exclusive understanding between the parties
and supersedes any prior understandings, agreements, or representations by or
between the parties, written or oral, regarding the subject matter herein,
including, without limitation that certain Services Agreement Term Sheet, dated
as of May 21, 2001, between Reuters and SAVVIS, and any other agreements
(whether between any Bridge entity and any member of the SAVVIS Group or
otherwise) related to any of the Services provided by any member of the SAVVIS
hereunder. Any such ancillary agreements involving the Services contemplated
hereunder or any similar services provided to Reuters Customers by the SAVVIS
Group or Bridge prior to the date of this agreement are hereby terminated and
shall be of no further force and effect.
59
<PAGE>
[SIGNATURE PAGE TO NETWORK SERVICES AGREEMENT]
IN WITNESS WHEREOF, the parties hereto have caused this
Network Services Agreement to be executed as of the date first above written.
SAVVIS COMMUNICATIONS CORPORATION
By /s/ Matthew Fanning
_________________________________
Name: Matthew Fanning
Title: Executive Vice President
Strategic Development and Business Planning
REUTERS LIMITED
By /s/ Graham John Albott
__________________________________
Name: Graham John Albott
Title: President Business Technology Group
60
<PAGE>
SCHEDULE 2
DESCRIPTION OF SERVICES
1. OVERVIEW
1.1 This Schedule 2 defines the Services and Service Elements to be
supplied to Reuters by SAVVIS under the Agreement from the
Service Commencement Date.
1.2 This Schedule 2 shall not limit either party's ability to request
modifications to the Services or to request the introduction of
New Services from time to time in accordance with the Change
Control Procedure.
1.3 SAVVIS shall provide the Services to all Sites unless stated
otherwise.
2. SERVICE PROVISION - GENERAL
2.1 PROVISION OF SERVICES
(A) Subject to Clause 2.1 of the Agreement, SAVVIS shall supply
to Reuters at least the same Services and Service Elements
as were used by Reuters, members of the Reuters Group, and
Reuters Customers immediately prior to the Service
Commencement Date. The Services shall include, without
limitation:
(i) Managed Services;
(ii) Remote Dial Access;
(iii) Internet Access;
(iv) Professional Services;
(v) Multicast Delivery;
(vi) Data Feed Collector (DFC) Network;
(vii) Managed Security Services;
(viii) Office Automation (OA) Network; and
(ix) Co-location Facilities (Except Hazelwood).
2.2 COMPATIBILITY
(A) The Services and Service Elements shall be compatible with
the systems, applications and services used by Reuters
prior to the Service
<PAGE>
Commencement Date. Such compatibility shall include but
shall not be limited to the following aspects:
(i) Until a Service Level relating to functionality has
been agreed, the level of functionality provided to
Reuters shall meet or exceed the functionality
enjoyed by Reuters, members of the Reuters Group, and
Reuters Customers immediately prior to the Service
Commencement Date.
(ii) The physical and logical service access points
("SAPS") at the Service Commencement Date shall be
the same as used by Reuters, members of the Reuters
Group and Reuters Customers prior to the Service
Commencement Date.
(iii) The Services and Service Elements provided under the
Agreement shall be fully compatible with Reuters,
members of the Reuters Group, and Reuters Customers
existing Customer Premise Equipment.
(iv) The Services and Service Elements provided under the
Agreement shall be fully compatible with Reuters
existing applications, and under no circumstances
(including in the event of the exercise of the Change
Control Procedure) shall it be necessary for Reuters
to modify its applications in order to inter-operate
with the Network unless otherwise agreed to by
Reuters.
2.3 SERVICE OPTIONS
(A) Service supplied under the Agreement shall include at a
minimum the options (the "SERVICE OPTIONS") enjoyed by
Reuters, members of the Reuters Group, and Reuters
Customers prior to the Service Commencement Date.
(B) Service Options shall include, but not be limited to, the
following:
(i) Service Categories - Service Options that reflect
different performance metrics, as set forth in
Schedule 5, shall be available to Reuters, members of
the Reuters Group, and Reuters Customers. Where
appropriate this shall be supported by the use of
different data priorities on the Network.
(ii) High Availability - Applications that require high
levels of availability can be supported by hardware
resilience offered through dual port provision and
full redundancy.
2
<PAGE>
(iii) Automatic ISDN dial back up for the Local Access Loop
to ensure increased resilience. There shall be an
automatic reconnection to the leased line when the
service is restored following an interruption.
(iv) Additional Service Options that relate to an
individual Service as defined in the relevant Service
Description section of this Schedule 2.
2.4 OTHER
(A) Reporting
SAVVIS shall provide reports as specified in the applicable
Schedules and in the Customer Operation Manual in forms
that are capable of being analyzed by Reuters or the
applicable member of the Reuters Group.
(B) Repair Management
SAVVIS shall react to faults and implement repairs within
the metrics defined in Schedule 5 and the Service Level
Agreements.
(C) Support
SAVVIS shall provide support services including a customer
helpdesk and on-site support as described in Schedule 7.1.
(D) Service Level Agreements (Performance)
SAVVIS shall provide the Services in accordance with the
service levels as defined in Schedule 5 ("Service Levels").
Service Levels will be set for each Service and for each
Service Option.
(E) Service Provisioning
SAVVIS shall provide the Services according to the
provisioning medium described in Schedule 7.3.
3. SERVICE DEFINITION - "MANAGED SERVICES"
3.1 OVERVIEW
(A) SAVVIS shall provide to Reuters and members of the Reuters
Group Network and Service Management including, but not
limited to, those Services operating at OSI layers 1, 2 and
3 (i.e., physical, access and switched services up to an
including IP routing devices). The elements of
3
<PAGE>
Network and Service Management that Reuters is expected to
receive are set forth in Section 5 of Schedule 7.1.
(B) SAVVIS shall provide to Reuters and members of the Reuters
Group various Managed Services, including, but not limited
to fault diagnostics, configuration, administration,
performance and security.
(C) SAVVIS shall provide to Reuters and members of the Reuters
Group the option of using a range of managed CPE devices
referred to in this Schedule 2.
3.2 SERVICE ELEMENTS
(A) Service Elements of this Service shall include, but not be
limited to:
(i) Network Access Port, which shall be defined as the
termination of the local access point at which the
circuit enters the SAVVIS network;
(ii) Local Access Loops;
(iii) Permanent Virtual Circuit ("PVC") which shall be
built over the Local Access Loop to the Network
Access Port;
(iv) Port Speed, which shall be defined as the logical
port that SAVVIS provisions from the xLEC. Port
Speeds offered will be 64k, Fractional T1, T1,
NxT1, T3, and 10/100 if Ethernet in a Web Hosted
environment;
(v) Committed Information Rate ("CIR"), which shall be
set by SAVVIS based on the Port Speed ranges set
forth in on Frame Relay connections on each T1
access circuit. SAVVIS will set the ATM equivalent
(SCR) when ATM access is deployed. The CIR set by
SAVVIS shall be the guaranteed bandwidth, and
traffic sent by Reuters that exceeds the CIR/SCR is
not guaranteed. The available bandwidth between the
CIR/SCR purchased by Reuters and the actual Port
Speed may be utilized by SAVVIS to deliver
additional data for Reuters or other customers.
SAVVIS will not over-subscribe the Local Access
Loop (e.g., the combined CIR/SCR of all PVC's will
not exceed the Port Speed) unless agreed to by
Reuters;
(vi) User Access Speed;
4
<PAGE>
(vii) LMI Interface at such rates and speeds as are
enjoyed prior to the Service Commencement Date by
Reuters, members of the Reuters Group, and Reuters
Customers;
(viii) Host routers;
(ix) Customer Premises Router or Integrated Access
Device ("IAD"), which shall be defined as the
premise device managed by SAVVIS that denotes the
demarcation point between the SAVVIS network and
the Customer's LAN. SAVVIS' management ends on the
Ethernet port of this device.
(x) CPE Devices, which shall include: Nortel ARN (for
Frame Relay connections), Lucent PacketStars or
Nortel Universal Edges (for ATM), and Cisco Routers
(for sites that require Internet only). SAVVIS
reserves the right to substitute comparable devices
for the listed CPE devices, provided such
substitute devices meet the Service Level
requirements set out in Schedule 5.
(xi) Wide area network ("WAN") connections;
(xii) NAT;
(xiii) Base Intelligent IP ("IIP") Options, which shall
include the Nortel Broadband Service Node (BSN) to
provide Layer-3 value-added features, and as a
default the Virtual Private Routed Network (VPRN)
to separate customer traffic. At Reuters request
and for an additional fee to be agreed upon by the
parties, SAVVIS shall also provide value-added
Services provided by the BSN including:
(a) Ingress and egress anti-spoofing; and
(b) Ingress and egress differentiated services,
stateful inspection firewalling and traffic
shaping.
(xiv) Analog dial line for out of band management of the
CPE, so long as the applicable Reuters Customer
provides continuous power for the modem to which
the analog line will be connected.
(xv) Internet-based domain name server; and
(xvi) Directory services, upon Reuters request and for an
additional fee to be agreed upon by the parties.
5
<PAGE>
(B) SAVVIS shall maintain compatible version control across all
Sites and shall provision software and hardware updates
during maintenance windows defined in Schedule 3.
(C) SAVVIS may in the future offer features that include, but
are not limited to, multicast and full quality of service.
3.3 SERVICE DEMARCATION POINTS
SAVVIS will be responsible for meeting Service Levels between
the entry and exit points of the edge devices. Management of
edge devices and other equipment beyond the demarcation point
will be the responsibility of Reuters, members of the Reuters
Group, or the Reuters Customer.
6
<PAGE>
3.4 SERVICE OPTIONS
Where product performance targets dictate, SAVVIS may be requested
to provide Service Options which support:
(i) single router/IAD connectivity;
(ii) single router/IAD connectivity with backup; and
(iii) dual router/IAD configurations.
3.5 NETWORK DESIGN
(A) SAVVIS shall engineer the core and distribution
infrastructure with the appropriate levels of physical and
trunk diversity and hardware sparing to meet the most
demanding service performance targets specified in Schedule
5.
(B) Protocols
(i) SAVVIS shall support all routing protocols used by
the Reuters Group prior to the Service Commencement
Date in the WAN environment and other protocols as
agreed by the parties.
(ii) Upon Reuters request and mutual agreement of the
parties, additional protocols may be supported by,
and available on, the Network.
3.6 SECURITY
In addition to the security provisions in Schedule 8 the system
shall have the capability to restrict peer-to-peer connectivity
where appropriate by the use of firewalls or other measures.
3.7 CLASS OF SERVICE
As reflected in Schedule 5, SAVVIS shall offer Reuters four
distinct classes of services based on the application
requirements:
(i) Class 1 - Delay intolerant data;
(ii) Class 2 - Delay and jitter sensitive data including
voice and video applications;
(iii) Class 3 - Delay sensitive applications that are used
for business-to-business exchanges; and
7
<PAGE>
(iv) Class 4 - Delay tolerant applications including
email.
3.8 SERVICE INTERFACE
(A) SAVVIS shall provide as standard, Ethernet 10 and 100 base
server interface options.
(B) SAVVIS shall support client distribution using ATM or frame
relay access methods. Additional access methods can be
added upon mutual agreement of the parties.
3.9 SERVICE DIAGRAM
4. SERVICE DEFINITION - "REMOTE DIAL ACCESS"
4.1 OVERVIEW
(A) SAVVIS shall provide remote dial access and an
authentication service domestically. International remote
dial access will be provided by SAVVIS through a third
party relationship. International remote dial access
pricing will be negotiated and agreed upon at a future
date. The available dial access offers are single user
on-net dial to the Internet and single user on-net dial to
a virtual private network ("VPN") and are available in two
options:
(i) Managed accounts, whereby SAVVIS manages all accounts
on behalf of Reuters by transmitting authentication
data to SAVVIS's AAA (Authorization, Authentication,
Accounting) stack; and
(ii) Proxy Accounts, whereby Reuters manages a Radius
server and SAVVIS proxies authentication requests to
the server. This allows Reuters to use strong
authentication methods such as SecurID (that can be
purchased from SAVVIS as part of the SAVVISecure
product line). Once authenticated, an L2TP (Layer 2
Tunneling Protocol) tunnel is established across the
IIP platform to the Internet or an VPN. As part of
the tunnel establishment, the user is provided with a
single dynamic IP address. Reuters would purchase
from SAVVIS a maximum number of concurrent sessions
and would be billed in accordance with Schedule 3.
(B) SAVVIS shall offer toll-free or local dial cost access at
the following locations:
8
<PAGE>
---------------------------------------
CITY PHONE NUMBER
---------------------------------------
All Cities (800) 275-9334
---------------------------------------
Atlanta (404) 260-1111
---------------------------------------
Baltimore (410) 246-6000
---------------------------------------
Boston (617) 531-0114
---------------------------------------
Chicago (312) 601-2355
---------------------------------------
Cincinnati (513) 587-0045
---------------------------------------
Cleveland (440) 465-2068
---------------------------------------
Columbus (614) 324-1131
---------------------------------------
Dallas (214) 979-9070
---------------------------------------
Detroit (248) 204-1136
---------------------------------------
Indianapolis (317) 616-2108
---------------------------------------
Kansas City (816) 448-1999
---------------------------------------
Los Angeles (213) 689-9784
---------------------------------------
Minneapolis (612) 524-2023
---------------------------------------
New York (212) 739-0025
---------------------------------------
Philadelphia (610) 382-1214
---------------------------------------
Pittsburgh (412) 918-0023
---------------------------------------
Portland (503) 495-1199
---------------------------------------
San Francisco (415) 765-9905
---------------------------------------
Seattle (206) 494-0414
---------------------------------------
St. Louis (314) 621-7249
---------------------------------------
Washington (202) 478-8773
---------------------------------------
(C) SAVVIS shall support generally available network protocols
and other protocols as agreed between the parties.
4.2 ACCESS SPEEDS
(A) Where possible, SAVVIS shall provide dial-in access at up
to V.90 standard; and
(B) Where possible SAVVIS shall provide dial-in analog access
at up to 56.6kbps (PSTN) or 64/128kbps (ISDN) through PPP.
4.3 SECURITY
In addition to the provisions of Schedule 8:
(A) SAVVIS shall provide secure access through network user
identifier ("NUI") and password-restricted access;
(B) SAVVIS shall manage and maintain any closed user group
("CUG") used by Reuters prior to the Service Commencement
Date; and
(C) SAVVIS shall support Challenge Handshake Authentication
Protocol or PAP over the PPP service.
9
<PAGE>
4.4 SERVICE ELEMENTS
Service Elements of this Service shall include, but not be
limited to:
(i) dial up modem;
(ii) modem banks;
(iii) local dial-up;
(iv) authentication server; and
(v) telephone numbers.
4.5 SERVICE DEMARCATION POINTS
(A) The demarcation points for this Service shall be at the
access line to the Modem Bank or LAN interface to the
Router.
(B) SAVVIS will be responsible for meeting Service Levels
between the demarcation points. Management of edge devices
and other equipment beyond the demarcation point will be
the responsibility of Reuters, members of the Reuters
Group, or Reuters Customers.
10
<PAGE>
4.6 SERVICE DIAGRAM
5. SERVICE DEFINITION - "INTERNET ACCESS"
5.1 OVERVIEW
(A) SAVVIS shall provide secure, managed, dedicated Internet
connectivity Services, with high performance and high
availability which meet, at a minimum, the levels
experienced by Reuters, members of the Reuters Group, and
Reuters Customers at the Service Commencement Date. These
Services shall include, but not be limited to:
(i) ISP Internet Access up to OC3c (concatenated); and
(ii) VPN tunnel access to host services.
(B) SAVVIS shall offer facilities that include, but are not
limited to, data file transfer, Primary and Secondary
Domain Name Service ("DNS") and Registered IP Addressing
and allocation.
(C) SAVVIS shall provide resilient services with multiple
gateways and multiple ISP locations.
(D) SAVVIS shall provide Internet access speeds up to OC3c
(concatenated) to the extent that they are provided by
Reuters at the Service Commencement Date.
11
<PAGE>
5.2 SECURITY
SAVVIS shall provide Internet Services that are integrated with
Reuters existing firewall services and comply with the security
obligations and procedures, as defined in Schedule 8.
5.3 ACCEPTABLE USE POLICY
(A) SAVVIS shall restrict Internet access in accordance with
the Acceptable Use Policy as defined in Schedule 8.
(B) SAVVIS shall monitor Internet Services to ensure compliance
with the Acceptable Use Policy as defined in Schedule 8.
5.4 SERVICE ELEMENTS
Service Elements of this Service shall include, but not be
limited to:
(i) Internet Port whereby Internet Service is provided
over fraction T1, T1, T3, OC-x and Ethernet (10/100
MB) access connections. Reuters may request that
SAVVIS enter into a peering arrangement with
respect to Internet Access. SAVVIS will use best
efforts to enter into such endeavor at a cost to be
agreed upon by the parties;
(ii) Local Access Loop;
(iii) Internet Access Management, which shall be defined
as monitoring the availability of the customer
access and the Local Access Loop;
(iv) Software updates;
(v) IP Addressing;
(vi) Primary Domain Name Service ("DNS") for up to two
primary domains, and the option of additional
domains for an additional fee to be agreed upon
between the parties;
(vii) Secondary DNS where SAVVIS is the Primary DNS
authority;
(viii) Optional Service: Network News ("NNTP") feed, only
where the Reuters Customer has a local News server
to receive the feed;
(ix) Optional Service: Network Time Protocol ("NTP")
provided from network-based Stratum source clocks;
and
(x) Optional Service: SAVVIS Managed CPE.
12
<PAGE>
5.5 SERVICE DEMARCATION POINTS
(A) The demarcation points for this Service shall be at the LAN
port on the host router.
(B) SAVVIS will be responsible for meeting Service Levels
between the demarcation points. Management of edge devices
and other equipment beyond the demarcation point will be
the responsibility of Reuters, members of the Reuters
Group, or Reuters Customers.
6. SERVICE DEFINITION - "PROFESSIONAL SERVICES"
6.1 OVERVIEW
Professional services are those services where SAVVIS provides
expert staff to advise or work on specific projects at the
request of Reuters. SAVVIS shall determine the number of people
to comprise the expert staff.
6.2 SERVICE ELEMENTS
Service Elements of this Service shall include, but not be
limited to:
(i) Capacity management;
(ii) Program management;
(iii) Application design with respect to network
delivery; and
(iv) Technical and service strategy.
6.3 QUARTERLY REVIEWS
The parties shall conduct quarterly reviews at which the parties
shall consider, discuss and review, without limitation, the
performance of the expert staff provided and such other matters
as may be agreed between the parties from time to time.
7. SERVICE DEFINITION - "MULTICAST DELIVERY"
7.1 OVERVIEW
The Multicast Delivery Service is divisible into two separate
components: Bridge Feed Broadcast ("BFB") and the XNET network.
(A) The XNET network is designed to extend the Bridge database
to co-location facilities. XNET is used to between the data
transmitters (VGT, DGT and PGT) and Replicators. Vehicle
Global Transmitters ("VGT")
13
<PAGE>
generates real-time data, Delayed Global Transmitters
("DGT") generates delayed data, and Page Global
Transmitters ("PGT") generates page data. Remote user
servers sit on XNET.
(B) The Bridge Feed Broadcast ("BFB") is a multicast stream
delivered to client sites via unique PVC over the existing
local loop, if bandwidth is available. BFB may require
dedicated T1 and/or NxT1 connection based on the size of
the feed.
7.3 SERVICE ELEMENTS
Service Elements of this Service shall include, but not be
limited to:
(A) Multicast Hub - St. Louis
(i) Multicast Routers, which shall be defined for
purposes of this Schedule as the routers that
support DVMRP multicast communications; and
(ii) Configuration, troubleshooting and support of the
multicast delivery equipment.
(B) Multicast - Regional
(i) Multicast Routers;
(ii) WAN connectivity shall be the PVC's set up between
the routers carrying the multicast data;
(iii) Inter-SAVVIS POP Local Access Loops, which shall be
defined as the loops between two SAVVIS POPs for
Multicast feed; and
(iv) Configuration, troubleshooting and support of the
multicast delivery equipment.
14
<PAGE>
7.3 SERVICE DIAGRAM
8. SERVICE DEFINITION - "DATA FEED COLLECTOR (DFC) NETWORK"
8.1 Overview
(A) SAVVIS is providing the IIP network for the DFC collection
service which is comprised of two components: Ticknet
(tickers) and the Data Feed Collector ("DFC"). The purpose
of the Ticknet and DFC networks is to send contributor and
exchange information to the St. Louis central database. The
DFCs receive Ticknet data from the Data Source, such as the
NYSE. This data is then forwarded to the database for
distribution to the multicast transmitters. The DFCs are
located in the St. Louis Data Centers located at Office
Parkway and Manchester Road.
(B) The DFC is an NT server that converts the data from its
native format, to Internet Protocol ("IP"). Once converted,
this data is forwarded to St. Louis.
(C) In a limited number of countries outside of the United
States, SAVVIS provides the DFC service in conjunction with
Reuters, a member of the Reuters Group, Bridge, or another
third party (collectively, the "DFC Third Parties"). In
certain of these countries, SAVVIS owns the service
delivery equipment, but the applicable DFC Third Party's
local distributors provide the Local Access Loop and
domestic segment of the IPLCs ("Distributor Countries"). In
certain other of these countries, the DFC Third Party owns
the equipment and arranges independently with domestic
carriers and/or local distributors for the provision of the
Local Access Loop and domestic segment of the IPLCs
("Customer Self-Provision Countries"). SAVVIS shall not be
responsible for any and all costs associated with the
provision of services by a DFC Third Party or its local
distributors. The specific means of service delivery by
country is set forth in Schedule 6.
8.2 SERVICE ELEMENTS
(i) Network Access Port;
(ii) Local Access Loops;
(iii) PVC;
(iv) Port Speed;
15
<PAGE>
(v) CIR;
(vi) User Access Speed;
(vii) LMI Interface;
(viii) Host routers;
(ix) WAN connections;
(x) NAT; and
(xi) Base IIP Options.
16
<PAGE>
8.3 SERVICE DIAGRAM
9. SERVICE DEFINITION - "MANAGED SECURITY SERVICES"
9.1 OVERVIEW
(A) At Reuters request SAVVIS shall provide complete Managed
Security Services that shall include UNIX and/or NT Windows
based firewalls ("SAVVISECURE(SM) MANAGED SECURITY
SOLUTIONS"). Specifically, SAVVISecure(SM) Managed Security
Solutions shall consist of best-of-class security products
installed at the Reuters Sites including: firewalls and
high availability firewalls, site-to-site and user-to-site
Internet VPNs, intrusion detection, web site blocking and
gateway virus scanning.
(B) SAVVISecure(SM) Managed Security Solutions can be managed
by either Reuters or by SAVVIS:
(i) SAVVISecure Customer-Managed Security Solutions are
turnkey services that provide SAVVIS customers with
all of the hardware, software, consultation,
configuration, installation and training necessary
to meet their enterprise security requirements.
(ii) SAVVISecure SAVVIS-Managed Security Solutions
provide all of the above plus around-the-clock
monitoring and management and will allow Reuters to
outsource the ongoing management of their security
solution.
9.2 SERVICE ELEMENTS
(i) At Reuters request SAVVIS will install and maintain
firewall hardware and software in secure facilities
as specified by Reuters. Reuters shall choose the
specific hardware to be installed and maintained
from SAVVIS' array of service offerings, and SAVVIS
shall use its commercially reasonable efforts to
expand such service offerings at Reuters request.
Software maintenance will also be performed by
SAVVIS; however, all upgrades, changes, and fixes
will be scheduled through separate statements of
work.
(ii) At Reuters request SAVVIS will design, install and
maintain a secure firewall management network to
provide for the monitoring of the firewalls health
and intrusion detection via a network management
system through the use of system log messages and
alarm reporting, and to provide for the remote
access to all firewalls no matter where they are
located in the network. The
17
<PAGE>
remote access of all firewalls should incorporate
the ability to backup, restore and reconfigure all
firewalls on the network. This secure management
network monitoring facility should be located in a
secure section of a central NOC facility.
(iii) At Reuters request SAVVIS will design and implement
a high availability firewall option, through the
use of hot standby or load share configurations
where requested by Reuters.
(iv) At Reuters request SAVVIS will setup an offsite
safe storage site where Reuters or SAVVIS can
retrieve firewall backup media at any time for the
purpose of restoring down machines, log file and
audit log review by Reuters or SAVVIS. In addition
all firewalls will be backed up automatically to a
central location on a daily basis.
(v) SAVVIS will in conjunction with Reuters area and
Global security teams, setup and maintain an
incident response team escalation path to include
the appropriate staffing and skill levels for the
purpose of providing an immediate response both in
Reuters and SAVVIS for responding to security
violations and or suspected security violations.
(vi) SAVVIS will provide to Reuters the appropriate
staffing levels, to be agreed upon between the
parties, to support the day to day system
monitoring, Audit log review, and break fix
escalation on all firewalls requested in accordance
with this Schedule.
(vii) SAVVIS will configure and implement a firewall
security policy and will change control on any all
firewalls as requested by Reuters.
(viii) SAVVIS will implement a network security process to
track all industry CERTS, to ensure all firewall
UNIX and NT Operating systems are kept up to date
and all security vulnerabilities are addresses in a
timely manner.
9.3 SERVICE DIAGRAM
10. SERVICE DEFINITION - "OFFICE AUTOMATION (OA) NETWORK"
10.1 OVERVIEW
18
<PAGE>
(A) SAVVIS shall provide connectivity from remote sites to
Reuters internal networks referred to as their "Office
Automation" ("OA") networks. Unless otherwise indicated,
all OA Network Services are Class 4.
(B) SAVVIS shall provide a gateway access service between the
Bridge OA Network and the Reuters OA network. SAVVIS and
Reuters acknowledge that two or three global gateways
should permit SAVVIS to effectively manage the routing.
SAVVIS will additionally use its best efforts to provide
additional services requested by Reuters, including, but
not limited to email/messaging servers, DNS servers,
firewalls and general network integration and connectivity
requirements. The parties shall negotiate a fee for these
Services upon request of Reuters for any such Services.
10.2 SERVICE ELEMENTS
Service Elements of this Service shall include, but not be
limited to:
(i) Network Access Port;
(ii) Local Access Loops;
(iii) PVC;
(iv) Port Speed;
(v) CIR;
(vi) User Access Speed;
(vii) LMI Interface;
(viii) Host routers;
(ix) WAN connections;
(x) NAT;
(xi) Base IIP Options;
(xii) Bridge Network Connection, which shall be defined
as the ability to receive Bridge generated data and
which shall be classified as a Level 1 Service; and
(xiii) ATM Voice Tie Trunks (8, 12 or 24 voice channels)
which are for on-net and PBX-to-PBX communications
and which shall be classified as a Level 2 Service.
19
<PAGE>
10.3 TERM
(A) Upon Reuters request for SAVVIS-provided OA Network
Services for new offices, SAVVIS shall enter into an
agreement with Reuters to provide such services for at
least a period of one year, subject to mutually agreed
terms and conditions.
(B) At any time after one year, Reuters may terminate any
SAVVIS provided OA Network Services by providing thirty
(30) days written notice to SAVVIS.
10.4 SERVICE DEMARCATION POINTS
(A) The demarcation points for this Service shall be at the
Circuit Emulation port on the IAD.
(B) SAVVIS will be responsible for meeting Service Levels
between the demarcation points. Reuters shall be
responsible for the PBX and the related cabling between IAD
and PBX.
10.5 SERVICE DIAGRAM
20
<PAGE>
11. SERVICE DEFINITION - "CO-LOCATION FACILITIES" (EXCEPT HAZELWOOD)
11.1 OVERVIEW
(A) SAVVIS authorizes Reuters to use the international
facilities specified in Schedule 6 and such other
facilities as may be agreed between SAVVIS and Reuters from
time to time on a non-exclusive basis.
(B) The co-location includes standard 19" rack and power (20
AMPS included in bundled price, additional Amps will be
priced on a PER AMP basis.)
11.2 SERVICE ELEMENTS
(A) Standard 19" Rack which includes 20 AMPS of Power;
(B) Incremental Power per AMP; and
(C) Colocated components:
(i) DFC;
(ii) Multicast Replicators; and
(iii) BridgeChannel Server Farms.
11.3 ADDITIONAL OBLIGATIONS. To the extent the same are provided at a
facility on the Service Commencement Date SAVVIS shall also
provide the following Services in relation to each facility:
(A) payment of rents, property taxes, utilities charges and
landlord's service charges;
(B) maintenance of the facility and any plant and equipment
forming part of the facility in a state of repair and
condition appropriate to its user and in accordance with
the terms of any lease;
(C) ensuring (as far as it is able) that Reuters has full and
quiet use and enjoyment of the facility (temporary
disruption for the purpose of repairs, refitting and
removal excepted);
(D) keeping the facility (or procuring that the facility are
kept) insured against the risks usually insured against in
accordance with good commercial practice;
21
<PAGE>
(E) provision of reasonable access to toilets, kitchens,
canteens, lifts, staircases and other common areas within
the facility necessary for proper use of the facility;
(F) provision during normal business hours of heating (when
appropriate), lighting and hot and cold water;
(G) provision of security, reception, incoming mail room,
goods, deliveries and storage and, to the extent such
facilities do not exist or are inadequate, provision of
reasonable assistance to Reuters (at the request of the
Reuters) in their provision or expansion;
(H) provision of reasonable assistance to Reuters in
negotiating with any superior landlord relating to laying
cables, pipes or other services equipment and the security
protection of such equipment for which a superior
landlord's license or consent is required; and
(I) provision of such other services to the facilities as
Reuters may reasonably request.
12. OTHER SERVICES
12.1 The parties will agree to other Services from time to time.
12.2 These services may include, without limitation:
(A) Financial Exchange, which shall be defined as the provision
of managed IP switching enabling any-to-any connectivity to
the service community and such services to be provided with
additional security and quality of service features.
(B) Web-hosting;
(C) Managed Hosting; and
(D) Such other services as SAVVIS may offer or Reuters may
request from time to time.
22
<PAGE>
SCHEDULE 3
RATES AND CHARGES
[**] CONFIDENTIAL TREATMENT REQUESTED
23
<PAGE>
EXECUTION COPY
SCHEDULE 5
QUALITY OF SERVICE STANDARDS AND SERVICE CREDITS
[**]
[**] CONFIDENTIAL TREATMENT REQUESTED
<PAGE>
-------------------------------------------------------------------------------------------------------------
TERM DEFINITION
-------------------------------------------------------------------------------------------------------------
Trans Pacific: [**] miles
The monthly average Core Packet Loss shall be calculated as follows:
Average Core
Packet Loss per
region (%) = 100 * (Sum of packets lost in the region in a month)
----------------------------------------------
Total packets sent in the region in that month
-------------------------------------------------------------------------------------------------------------
Customer Time Period during which:
o SAVVIS or a third party carrier is denied access to a Reuters facility and
as a direct consequence no further troubleshooting activity can take place;
o Reuters will not release a Service Element for rectification work or
testing and as a consequence no further troubleshooting activity can take
place;
o SAVVIS believes a Priority-One problem has been rectified and has denoted
the cause and remedy in the trouble ticket, and has made all reasonable
efforts, but has been unable to contact the nominated Reuters contact to
verify Reuters satisfaction with the action taken;
o SAVVIS has requested and is awaiting the provision of additional
information from Reuters in order to troubleshoot a problem, and as a
direct consequence of not receiving the additional information, SAVVIS in
unable to take further steps pending the receipt of such information; or
o Customer Not Ready.
-------------------------------------------------------------------------------------------------------------
Customer Not Ready Any event outside of the direct control of SAVVIS, caused by a Reuters Customer,
Ready ("CNR") which shall include, but not be limited to: failure to deploy customer equipment,
extended demarcation issues, inappropriate power or space, and a customer request for
more time.
-------------------------------------------------------------------------------------------------------------
Degradation of Service Local Packet Loss that occurs when the utilization of the Local Access
Loop is below one-hundred percent (100%), as reported by the SAVVIS-managed customer
premise device (IAD/router).
-------------------------------------------------------------------------------------------------------------
Delay A delay in the installation, change, move or removal of a Service Element that is
not completed on or before the deadline set forth in this Schedule 5, or, if no
deadline is stated herein, the deadline agreed to by the parties at the time an
order is placed for such Service Element.
-------------------------------------------------------------------------------------------------------------
[**] CONFIDENTIAL TREATMENT REQUESTED
26
<PAGE>
-------------------------------------------------------------------------------------------------------------
TERM DEFINITION
-------------------------------------------------------------------------------------------------------------
Edge The termination of the Local Access Loop where the circuit enters the SAVVIS
Network.
-------------------------------------------------------------------------------------------------------------
Installation The period of time following placement of an order by Reuters during which SAVVIS is
Interval required to complete installation and end-to-end physical and logical connectivity
of a Service Element and to tender the Service Element to Reuters for Acceptance.
The interval is measured in business days from the earlier of (i) the date on which
SAVVIS confirms Reuters order or (ii) the date by which such confirmation is
required under the Customer Operations Manual, to the date the Local Access Loop
installation is completed.
-------------------------------------------------------------------------------------------------------------
Inter-Lata Inter-Lata shall include locations that are more than twenty-five (25) miles from
the applicable SAVVIS POP.
-------------------------------------------------------------------------------------------------------------
Intra-Lata Intra-Lata shall include locations that are less than or equal to twenty-five (25)
from the applicable SAVVIS POP.
-------------------------------------------------------------------------------------------------------------
Local Packet Loss Local Packet Loss is defined as the percentage of data packets lost between the
customer premise device (IAD/router) and SAVVIS' network Edge.
-------------------------------------------------------------------------------------------------------------
Mean Time to SAVVIS' measured time to perform repairs for a Service or Service Element averaged
Repair (MTTR) over each Measurement Period and covering incidents on Customer Premises Equipment
and Local Access Loops. The Time to Repair for any incident is the time between
opening a trouble ticket and closing a trouble ticket, excluding Customer Time. The
trouble ticket is considered open when Reuters or SAVVIS first submits a trouble
ticket call. The trouble ticket is considered closed when Reuters accepts the
repaired Service Element.
-------------------------------------------------------------------------------------------------------------
Measurement Period The continuous time period over which the performance of each Service or Service
Element shall be measured. In general, performance shall be measured 24 hours a day,
7 days a week, and the Measurement Period shall be a calendar month.
-------------------------------------------------------------------------------------------------------------
Off-Net Any service that is not exclusively delivered across the SAVVIS Core Network, and is
not fully managed and supported by SAVVIS.
-------------------------------------------------------------------------------------------------------------
On-Net Any services which are exclusively delivered across the SAVVIS Core Network and are
fully managed and supported by SAVVIS.
-------------------------------------------------------------------------------------------------------------
Operational A Service or Service Element shall be deemed to be Operational when it is fully
working and meets all applicable Service Levels.
-------------------------------------------------------------------------------------------------------------
Outage The period during which any Service Element is non-Operational. Outages are
specifically limited to total loss or discontinuance of Service.
-------------------------------------------------------------------------------------------------------------
26
<PAGE>
-------------------------------------------------------------------------------------------------------------
TERM DEFINITION
-------------------------------------------------------------------------------------------------------------
Outage Time The period of time during which each Service or Service Element is non-Operational
during the Measurement Period, subject to any exclusion applicable in the Agreement.
Outage Time shall be calculated as the time between the opening of a trouble ticket
due to a breach in an applicable Performance Specification for a Service or Service
Element, and the closing of such trouble ticket, and shall exclude Customer Time.
-------------------------------------------------------------------------------------------------------------
Redundant Edge A customer implementation where more than one local access, SAVVIS-managed on-Site
equipment and customer network port has been put in place with diverse routing for
resiliency purposes, measured from the customer premise device (IAD/router) to
SAVVIS' network Edge.
-------------------------------------------------------------------------------------------------------------
Region As follows:
North America: Canada and the USA.
Europe: UK, Netherlands, Germany, Italy, France, Belgium, Switzerland and Sweden.
Asia: Japan, Hong Kong, Singapore, and Australia.
Trans-Atlantic: New York to London.
Trans-Pacific: Los Angeles to Tokyo.
-------------------------------------------------------------------------------------------------------------
Round Trip Delay (RTD) For each Region, the time required for a packet on a 256 kbps port to travel round
trip an average distance of:
North America: [**] miles
Europe: [**] miles
Asia: [**] miles
Trans Atlantic: [**] miles
Trans Pacific: [**] miles
The average Round Trip Delay shall be calculated as follows:
[**] CONFIDENTIAL TREATMENT REQUESTED
28
<PAGE>
-------------------------------------------------------------------------------------------------------------
TERM DEFINITION
-------------------------------------------------------------------------------------------------------------
Average Round
Trip Delay per = Sum of month's RTD readings for region, in milliseconds
-------------------------------------------------------
Region (%) Total readings counted in a month in the region
-------------------------------------------------------------------------------------------------------------
Service Access Point The point of interconnection between Reuters Customer Premises Equipment and any
line, circuit, or terminal equipment that is owned, leased, or maintained by SAVVIS
or any access provider from whom SAVVIS obtains access services on Reuters behalf.
Where Reuters procures such access services directly, the Service Access Point shall
be the point of interconnection between the access provider and SAVVIS or it
subcontractor.
-------------------------------------------------------------------------------------------------------------
3. MTTR
3.1 At the Service Commencement Date, SAVVIS will use commercially
reasonable efforts to meet the following MTTR targets:
(A) Less than [**] hours for Intra-Lata; and
(B) Less than [**] hours for Inter-Lata.
3.2 Within six (6) months of the Service Commencement Date, SAVVIS
will use commercially reasonable efforts to meet the following
MTTR targets:
(A) Less than [**] hours for Intra-Lata; and
(B) Less than [**] hours for Inter-Lata.
3.3 The parties shall review SAVVIS' progress towards meeting the
targets in 3.2 six (6) months after the Service Commencement
Date, and at that time shall set firm MTTR Service Levels (based
on the actual MTTR met) and a firm date (the "FIRM MTTR DATE") at
which such MTTR Service Levels shall become Creditable Service
Levels (as defined in Section 6.2). Such Firm MTTR Date shall be
no later than twelve (12) months from the Service Commencement
Date unless otherwise mutually agreed by the parties.
4. DELIVERY AND INSTALLATION OF CUSTOMER ORDERS
4.1. At the Service Commencement Date, SAVVIS will use commercially
reasonable efforts to meet the following Installation Interval
targets:
[**] CONFIDENTIAL TREATMENT REQUESTED
29
<PAGE>
(A) Thirty-five (35) business days (the "35-DAY INTERVAL") for
the installation and implementation of newly ordered SAVVIS
DS-0 or T-1 (DS-1); and
(B) Forty-five (45) business days (the "45-DAY INTERVAL") for
the installation and implementation of newly ordered NxT1
or T-3 Circuits.
4.2 Within six (6) months of the Service Commencement Date, SAVVIS
will use commercially reasonable efforts to meet the following
Installation Interval targets:
(A) Fifteen (15) business days (the "15-DAY INTERVAL") for the
installation and implementation of eighty percent (80%) of
newly ordered SAVVIS DS-0 or T-1 (DS-1) circuits and
eighteen business days (the "18-DAY INTERVAL") for the
installation and implementation of eighty percent (80%) of
newly ordered SAVVIS NxT1 or T-3 (collectively referred to
as the "NEWLY ORDERED CIRCUITS");
(B) Twenty-one (21) business days (the "21-Day Interval") for
the installation and implementation of at least one-half of
the remaining twenty percent (20%) of the Newly Ordered
Circuits (i.e., at least ten percent (10%) of the Newly
Ordered Circuits); and
(C) Twenty-five (25) business days (the "25-Day Interval") for
the installation and implementation of the remaining ten
percent (10%) of the Newly Ordered Circuits.
4.3. The parties shall review SAVVIS' progress towards meeting the
targets in 4.2 six (6) months after the Service Commencement
Date, and at that time shall set firm Installation Intervals
Service Levels (based on the actual Installation Intervals met)
and a firm date (the "Firm Installation Date") at which such
Installation Interval Service Levels shall become Creditable
Service Levels (as defined in Section 6.2). Such date shall be no
later than twelve (12) months from the Service Commencement Date
unless otherwise mutually agreed by the parties.
5. SERVICE LEVELS
5.1. MANAGED SERVICES, DATA FEED COLLECTION NETWORK, OFFICE AUTOMATION
NETWORK
30
<PAGE>
==============================================================================================================================
INTRA-NORTH AMERICA
==============================================================================================================================
Class of Average Monthly Average Average Monthly Monthly Average Degradation of
Service Availability Monthly SAVVIS Core MTTR Monthly Service
(Core/To Edge) SAVVIS Packet Loss Installation
Core RTD Period
==============================================================================================================================
Class 1 100% Core 75ms <.1 See See < 1%
99.99% to Section 3
Redundant Edge
99.9% To Edge
==============================================================================================================================
Class 2 100% Core 80ms <.25% See See < 1%
99.99% To Section 3 Section 4
Redundant Edge
99.9% To Edge
==============================================================================================================================
Class 3 100% Core 90ms <.5% See See < 1%
99.99% To Section 3 Section 4
Redundant Edge
99.9% To Edge
==============================================================================================================================
Class 4 100% Core 100ms <1% On-Net See See < 1%
99.99% To <5% Off-Net Section 3 Section 4
Redundant Edge
99.9% To Edge
==============================================================================================================================
===============================================================================================================================
INTRA-EUROPE
===============================================================================================================================
Class of Average Monthly Average Average Monthly Average Degradation of
Service Availability (Core/To Monthly Monthly MTTR Monthly Service
(Core/To Edge) SAVVIS SAVVIS Core Installation
Core RTD Packet Loss Period
===============================================================================================================================
Class 1 100% Core 90ms < 1% See See < 1%
99.99% To Section 3 Section 4
Redundant Edge
99.9% To Edge
===============================================================================================================================
Class 2 100% Core 100ms < 2% See See < 1%
99.99% To Section 3 Section 4
Redundant Edge
99.9% To Edge
===============================================================================================================================
Class 3 100% Core 110ms < 3% See See < 1%
99.99% To Section 3 Section 4
Redundant Edge
99.9% To Edge
===============================================================================================================================
Class 4 100% Core 120ms < 5% See See < 1%
99.99% To Section 3 Section 4
Redundant Edge
99.9% To Edge
===============================================================================================================================
31
<PAGE>
==============================================================================================================================
INTRA - ASIA PACIFIC
==============================================================================================================================
Class of Average Monthly Average Average Monthly Monthly Average Degradation of
Service Availability (Core/To Monthly SAVVIS Core Packet MTTR Monthly Service
Edge) SAVVIS Core Loss Installation
RTD Period
==============================================================================================================================
Class 1 100% Core 450ms < 1% See Section 3 See Section 4 < 1%
99.99% To
Redundant Edge
99.9% To Edge
==============================================================================================================================
Class 2 100% Core 500ms < 2% See Section 3 See Section 4 < 1%
99.99% To
Redundant Edge
99.9% To Edge
==============================================================================================================================
Class 3 100% Core 550ms < 3% See Section 3 See Section 4 < 1%
99.99% To
Redundant Edge
99.9% To Edge
==============================================================================================================================
Class 4 100% Core 600ms < 5% See Section 3 See Section 4 < 1%
99.99% To
Redundant Edge
99.9% To Edge
==============================================================================================================================
32
<PAGE>
=============================================================================================================================
TRANS-ATLANTIC
=============================================================================================================================
Class of Average Monthly Average Monthly Average Monthly Monthly Average Degradation of
Service Availability SAVVIS Core RTD SAVVIS Core MTTR Monthly Service
(Core/To Edge) Packet Loss Installation
Period
=============================================================================================================================
Class 1 100% Core 110ms < 1% See Section 3 See Section 4 < 1%
99.99% To
Redundant Edge
99.9% To Edge
=============================================================================================================================
Class 2 100% Core 120ms < 2% See Section 3 See Section 4 < 1%
99.99% To
Redundant Edge
99.9% To Edge
=============================================================================================================================
Class 3 100% Core 130ms < 3% See Section 3 See Section 4 < 1%
99.99% To
Redundant Edge
99.9% To Edge
=============================================================================================================================
Class 4 100% Core 150ms < 5% See Section 3 See Section 4 < 1%
99.99% To
Redundant Edge
99.9% To Edge
=============================================================================================================================
=============================================================================================================================
TRANS-PACIFIC
=============================================================================================================================
Class of Average Monthly Average Average Monthly Monthly Average Degradation of
Service Availability (Core/To Monthly SAVVIS SAVVIS Core MTTR Monthly Service
Edge) Core RTD Packet Loss Installation
Period
=============================================================================================================================
Class 1 100% Core 450ms < 1% See Section 3 See Section 4 < 1%
99.99% To
Redundant Edge
99.9% To Edge
=============================================================================================================================
Class 2 100% Core 500ms < 2% See Section 3 See Section 4 < 1%
99.99% To
Redundant Edge
99.9% To Edge
=============================================================================================================================
Class 3 100% Core 550ms < 3% See Section 3 See Section 4 < 1%
99.99% To
Redundant Edge
99.9% To Edge
=============================================================================================================================
Class 4 100% Core 600ms < 5% See Section 3 See Section 4 < 1%
99.99% To
Redundant Edge
99.9% To Edge
=============================================================================================================================
33
<PAGE>
5.2 INTERNET ACCESS SERVICE LEVEL AGREEMENT:
The service level agreement for Internet Access is the same as
that for Class 4 of the service level agreement for Managed
Services, Data Feed Collection Network and Office Automation
Network listed in Section 5.1.
5.3 MULTICAST DELIVERY SERVICE LEVEL AGREEMENT:
======================================================================================================================
MULTICAST DELIVERY
======================================================================================================================
Delivery Average Monthly Average Average Monthly Average Degradation of
Location Availability Monthly Monthly SAVVIS MTTR Monthly Service
(Core/To Edge) SAVVIS Core Core Packet Installation
Period
======================================================================================================================
North America 100% Core 70ms < .1% See Section 3 See Section 4 < 1%
======================================================================================================================
Trans-Atlantic 100% Core 110ms < .25% See Section 3 See Section 4 < 1%
======================================================================================================================
Trans-Pacific 100% Core 450ms <.5% See Section 3 See Section 4 < 1%
======================================================================================================================
34
<PAGE>
6. COMPLIANCE WITH SERVICE LEVELS
6.1 GENERAL REQUIREMENTS
(A) Compliance with each Service Level will be assessed with
reference to measured performance in each Measurement
Period. SAVVIS will regularly measure the performance of
the Services.
(B) SAVVIS shall co-operate with Reuters to enable Reuters to
exercise its right of audit according to Clause 13 of the
Agreement. In relation to Clause 13.2, it shall not be
regarded as unreasonable to request SAVVIS to demonstrate
such compliance on the occurrence of the following events:
(i) upon initial installation and commissioning of a
new Service Element;
(ii) upon repair, restoration or re-commissioning of a
Service Element following an Outage; or
(iii) in response to a Repeat Failure, repeated `no fault
found' trouble ticket, or as agreed as part of a
problem diagnosis.
6.2 CREDITABLE SERVICE LEVELS
(A) The parties agree that certain Service Levels shall be
defined as Creditable Service Levels. In the event that
measured performance in respect of the Creditable Service
Levels fails to meet the Service Levels, except due to
Force Majure, then Service Credits shall become creditable
by SAVVIS to Reuters, as described in this Schedule 5.
(B) Several Creditable Service Levels are listed below and
others will be agreed by the parties prior to the Service
Commencement Date.
(C) Creditable Service Levels shall include the following:
(i) OUTAGES: Penalties will be credited for failure to
meet average monthly Availability Service Levels
(Core to Edge) as listed below:
o Up to 2 hours: [**] of monthly billed charges
with respect to each affected Site, excluding
local access charges.
o 2 to 4 hours: [**] of monthly billed charges
with respect to each affected Site, excluding
local access charges.
o Over 4 hours: [**] of monthly billed charges
with respect to affected Site, excluding local
access charges.
[**] CONFIDENTIAL TREATMENT REQUESTED
35
<PAGE>
(ii) MTTR: Penalties will be credited for failure to
meet the MTTR as listed below:
o Intra-Lata (x = Intra-Lata MTTR Service Level
in Hours)
x to 1.25x hours: [**] of monthly billed
charges with respect to each affected site.
1.25x to 1.5x hours: [**] of monthly billed
charges with respect to each affected site.
Over 1.5x hours: [**] of monthly billed
charges with respect to each affected site.
o Inter-Lata (y = Inter-Lata MTTR Service Level
in Hours)
y to 1.25y hours: [**] of monthly billed
charges with respect to each affected site.
1.25y to 1.5y hours: [**] of monthly billed
charges with respect to each affected site.
Over 1.5y hours: [**] of monthly billed
charges with respect to each affected site.
(iii) ROUND TRIP DELAY
o If the average monthly RTD exceeds targets
listed in Section 5.1, SAVVIS will credit
[**] of monthly billed charges with respect
to each Site connected to an affected SAVVIS
POP.
o If the average monthly RTD exceeds five (5)
times the target amounts listed in Section ,
SAVVIS will credit [**] of monthly billed 5.1
charges with respect to each Site connected
to an affected SAVVIS POP.
(iv) CORE PACKET LOSS
o If the average monthly Core Packet Loss
exceeds targets listed in Section 5.1, SAVVIS
will credit [**] of monthly billed charges
with respect to each Site connected to an
affected SAVVIS POP.
[**] CONFIDENTIAL TREATMENT REQUESTED
36
<PAGE>
o If the average monthly Core Packet Loss
exceeds ten (10) times the target amounts
listed in Section 5.1, SAVVIS will credit
[**] of monthly billed charges with respect
to each Site connected to an affected SAVVIS
POP.
(v) INSTALLATION INTERVALS: For each day in excess of
the targets listed in Section 5.1 until
installation is complete, SAVVIS will credit [**]
of the installation charges for the site (maximum
to credit is one-hundred percent (100%)), except
that such delay will not constitute a Creditable
Service Level if any Customer Time, including CNR,
is present.
(vi) DEGRADATION OF SERVICE: Penalties will be credited
for failure to meet the Degradation of Service
targets beginning six (6) months after the Service
Commencement Date as listed below:
o > 1% but < 2%: [**] of monthly billed charges
with respect to each affected site.
o > 2% but < 3%: [**] of monthly billed charges
with respect to each affected site.
o > 3%: [**] of monthly billed charges with
respect to each affected site.
(D) The Creditable Service Level credits shall be limited as
follows:
(i) If SAVVIS fails to meet the applicable Service
Levels for Core Availability, Reuters shall only
receive credits for Core Availability and shall not
also receive credits for Core Packet Loss, Local
Packet Loss, Local Availability and Round Trip
Delay.
(ii) If SAVVIS fails to meet the applicable Service
Levels for Core Packet Loss, and the Core Packet
Loss causes SAVVIS to fail to meet the applicable
Service Levels for Local Packet Loss, Reuters shall
only receive credits for Core Packet Loss and shall
not also receive credits for Local Packet Loss.
(iii) For all Service Levels, except Installation
Intervals, the maximum credit per site per month
shall not exceed [**] of monthly billed charges for
each applicable site.
(iv) For all Service Levels, except Installation
Intervals, the maximum credit per site per year
shall not exceed [**] of annual billed charges for
each applicable site.
[**] CONFIDENTIAL TREATMENT REQUESTED
37
<PAGE>
(v) The maximum credit for all sites in a month shall
not exceed [**] of the monthly billed charges for
all sites.
(vi) The maximum credit for all sites in a year shall
not exceed [**] per year of the annual billed
charges for all sites.
6.3 The parties shall agree a mechanism for improving Service Levels
based on consistent operational achievement and technological
advances.
7. OVERALL CONTRACT PERFORMANCE
7.1 In order to monitor and assess SAVVIS' overall performance
against the Service Levels, a method of assessing SAVVIS'
aggregate performance across all Services and Service Elements
(the "Overall Contract Performance"), the parties will use the
method set out in Section of this Schedule 5.
7.2 This approach is aimed at protecting Reuters against the impact
of continued sub-standard performance across multiple Services
and Service Elements, and will provide a mechanism for management
reporting and escalation. The situations in which it is envisaged
that it will be useful to measure Overall Contract Performance
include where there are problems impacting overall business
functions, applications or geographical regions, irrespective of
whether the specific Service Levels for individual Services are
being achieved.
8. RED, YELLOW, GREEN MECHANISM
8.1 A three-state "traffic light" mechanism shall be employed as the
method of quantifying SAVVIS' Overall Contract Performance as
defined below (the "RYG" system):
---------------------------------------------------------------------------------
Performance Requirement
State
---------------------------------------------------------------------------------
Green SAVVIS is regularly meeting the agreed Service Levels. No
extraordinary action is required. Service Level Performance
across all Performance Bands meets or exceeds [**].
---------------------------------------------------------------------------------
Yellow SAVVIS is occasionally missing agreed Service Levels. SAVVIS
shall produce and implement a rectification plan that must be
approved by Reuters. SAVVIS is "on probation." Service Level
performance across all Performance Bands are below [**] but
equal to or above [**].
---------------------------------------------------------------------------------
[**] CONFIDENTIAL TREATMENT REQUESTED
38
<PAGE>
---------------------------------------------------------------------------------
Performance Requirement
State
---------------------------------------------------------------------------------
NNRed SAVVIS is regularly missing agreed Service Levels. Service
Level Performance across all Performance Bands are below [**].
At Reuters sole discretion, Reuters may require SAVVIS to
implement an immediate emergency rectification plan to restore
all affected Services or Service Elements to full Operational
("Green") status within a restoration period of five (5) days.
In the event that this is not achieved within this specified
period, Reuters may seek further remedy as provided for in the
Agreement.
---------------------------------------------------------------------------------
8.2 "Green", "Yellow" and "Red" Performance Bands shall be defined
for each Service or Service Element, as part of certain of the
Creditable Service Levels. A RYG State shall be determined for
each Measurement Period for each of the Services listed in
Schedule 2.
8.3 The Overall Contract Performance RYG State shall be determined
for each Measurement Period by aggregating the RYG State for each
Service. This process is illustrated schematically below:
[GRAPHIC OMITTED]
(A) Service-Specific RYG Performance State
[**] CONFIDENTIAL TREATMENT REQUESTED
39
<PAGE>
For each Service or Service Element, "Green,"
"Yellow" and "Red" Performance Bands shall be defined
as part of certain of the Creditable Service Levels.
Where agreed within the NSA or associated schedules,
the definition of creditable Service Bands will not
be in effect until service performance metrics are in
place. For each Measurement Period, SAVVIS shall
determine the overall RYG Performance State for each
Service.
40
<PAGE>
????????????????THIS IS OK
<PAGE>
(ii) Management through to resolution of problems
where possible, with appropriate escalation
procedures;
(iii) Support for the Reuters support centers in the
isolation, recovery and resolution of problems
affecting the Network used by Reuters, members
of the Reuters Group and Reuters Customers; and
(iv) Maintenance of all Network equipment through
repairs and all necessary preventative actions
including software and hardware upgrades in line
with manufacturers' license commitments.
(B) The parties will propose specific Problem Management
procedures, to be agreed between them. These procedures
will be contained within the Customer Operations
Manual, which will define the interaction between the
SAVVIS and Reuters support functions and which the
parties will agree to prior to the Service Commencement
Date (and if not agreed by that date then it will be
agreed upon as soon as is reasonably practicable
thereafter.
(C) Where a problem has not been resolved within its
threshold time (as defined in the Customer Operations
Manual), it shall be escalated according to the
processes to be agreed to in the Customer Operations
Manual. Escalation thresholds shall vary according to
the severity of the problem or incident, by Service and
by Site. After reaching the highest escalation level,
any dispute will be resolved using the procedure
described in Clause 30 (Dispute Resolution).
(D) SAVVIS shall provide Reuters with service management
tools to support the Problem Management process, such
tools being limited to the tools and capabilities of
SAVVIS including those transferred to it at the Service
Commencement Date under the Agreement.
5.3 PERFORMANCE MANAGEMENT
(A) This activity will include but will not be limited to
the following:
(i) The collection, processing and reporting of data
tracking the performance of the Network;
(ii) The management of SAVVIS' contractual
commitments to Service Levels; and
(iii) The management of capacity planning to ensure
continued service performance for availability,
reliability and performance,
61
<PAGE>
as will be further described in the Customer
Operations Manual.
5.4 CONFIGURATION MANAGEMENT
(A) This activity will include but will not be limited to
the following:
(i) General change management;
(ii) Configuration reporting;
(iii) Network documentation;
(iv) Site and inventory management;
(v) Management of adds/moves/changes; and
(vi) Pilot/testing management,
as will be further described in the Customer Operations
Manual.
(B) SAVVIS shall maintain a database (the "Configuration
Database") containing details of the configuration of
all equipment and Services at the Sites provided to
Reuters under the Agreement in a format to be agreed
upon. SAVVIS shall ensure that the Configuration
Database is kept up-to-date and accurate. It shall also
be responsible for performing regular monthly back-ups
where appropriate.
(C) The Configuration Database shall be stored in
electronic form using a tool compatible with software
reasonably specified by Reuters and shall be downloaded
to Reuters from time to time at Reuters reasonable
request.
5.5 HELP DESK
(A) SAVVIS shall provide help desk support, which it shall
make available to Reuters support centers. This will be
no less than the help desk support capability available
to SAVVIS, including the capability transferred to it
by Reuters at the Service Commencement Date.
(B) SAVVIS shall provide a customer help desk for fault
reporting and problem escalation.
(C) SAVVIS shall provide on-site support as necessary and
within the performance metrics defined in the Customer
Operations Manual.
(D) For the core network infrastructure, SAVVIS shall
provide a full helpdesk facility, available 24 hours a
day, 7 days a week.
62
<PAGE>
5.6 INVENTORY MANAGEMENT
(A) SAVVIS shall maintain an inventory containing details
of all aspects of the Services provided to Reuters
under the Agreement (for example locations, circuit
references, hardware, etc). SAVVIS will be responsible
for managing all data entry and updates.
(B) SAVVIS shall provide Reuters with reasonable access to
the inventory database, although this will be
restricted to data relating to the Services.
5.7 CAPACITY MANAGEMENT
(A) SAVVIS shall be responsible for monitoring and managing
the capacity of the Network, as well as all other
appropriate resources and elements of the technical
infrastructure, to ensure that it is able to meet the
Service Levels.
(B) SAVVIS shall retain network management data, as per
Reuters operational practice, prior to the Service
Commencement Date in online and, where commercially
reasonable, in CD-ROM formats and shall provide Reuters
Customers with access to a database of the collected
network data.
(C) All data records shall be attributable to specific IP
addresses and Reuters site locations.
5.8 SCHEDULED MAINTENANCE WINDOWS
(A) SAVVIS may perform any scheduled maintenance activities
during Tuesday and Thursdays from 2 a.m. to 6 a.m.
local time and on Saturday from 4 a.m. to 8 a.m. local
time (the "SCHEDULED MAINTENANCE WINDOWS"), except that
where Reuters or a Reuters Customer has connections to
two SAVVIS POPs within the same city, SAVVIS shall not
perform any scheduled maintenance activity
simultaneously at both city sited SAVVIS POPs.
(B) SAVVIS shall not perform any additional maintenance
outside of the Scheduled Maintenance Windows that is
likely to have a material detrimental impact, or
materially increase the risk of a detrimental impact on
the Reuters Sites or Services without Reuters written
consent, which shall be requested by SAVVIS at least
three (3) working days prior to the performance of such
maintenance and which shall not be unreasonably
withheld by Reuters; except that, upon the request of a
Reuters Customer, Reuters may temporarily withhold such
consent until the parties mutually agree upon an
appropriate maintenance window. Additionally, where
Reuters or a Reuters Customer has connections to two
SAVVIS POPs within the same city, SAVVIS shall not
perform any additional
63
<PAGE>
maintenance simultaneously at both city sited SAVVIS
POPs. If SAVVIS determines that emergency circumstances
require maintenance be performed outside of the
Scheduled Maintenance Windows and less than three (3)
days from the discovery of such emergency
circumstances, SAVVIS shall immediately contact Reuters
and the parties shall agree upon an appropriate
maintenance window.
6. OPERATIONAL IMPROVEMENTS TO NETWORK AND SERVICE MANAGEMENT
Operational improvements to Network and Service Management shall be subject
to the Change Control Procedure.
64
<PAGE>
SCHEDULE 7.3
CONTRACT MANAGEMENT
1. INTRODUCTION
1.1 GENERAL
This Schedule defines both parties' responsibilities for contract
management in respect of the Services and Service Elements,
including:
(i) account management;
(ii) project management;
(iii) review meetings;
(iv) reporting (service management);
(v) staffing;
(vi) provisioning;
(vii) financial management; and
(viii) change management.
2. ACCOUNT MANAGEMENT
2.1 GENERAL
SAVVIS shall set up an account management group. The account
management group shall be responsible for:
(i) providing Reuters or members of the Reuters Group with
information concerning the availability, performance and
suitability of products and services available from SAVVIS;
(ii) attending regular performance review meetings;
(iii) responding to requests from Reuters or members of the
Reuters Group for the introduction of New Services, major
projects and professional services; and
(iv) providing a single point of contact and appropriate
regional contacts to manage all matters relating to the
Agreement.
65
<PAGE>
3. PROJECT MANAGEMENT
3.1 In this Schedule, reference to a Project is any work resulting
from the implementation of the Change of Control Procedure. Each
party shall bear its own staff costs in relation to the review and
approval of Projects.
3.2 Where a Project has been initiated, SAVVIS shall follow a
consistent and reasonable project management methodology which
shall comply with any SAVVIS quality system.
3.3 The parties shall jointly agree the plan for each Project,
provided that neither party may be unreasonable in withholding or
delaying such agreement.
3.4 Each Project plan shall include a clearly identified risk
assessment of any impact which such Project will have on the
carrying of live data on that Service, including an assessment of:
(i) the Services that shall be affected;
(ii) the steps being taken to ensure that the cut-over shall not
affect live traffic (including timing the cut-over outside
working hours, testing New Services before cut-over and
piloting except where agreed by Reuters); and
(iii) the fall-back arrangements that shall be put in place to
ensure continuity of service if the Service fails on
cut-over.
4. REPORTING
4.1 SAVVIS shall provide Reuters with a series of reports as described
in the Customer Operations Manual, which shall include, but not be
limited to, the following reports:
(i) helpdesk performance report;
(ii) service level report;
(iii) orders report;
(iv) capacity planning report;
(v) Internet connectivity report; and
(vi) root cause analysis report.
66
<PAGE>
4.2 Such reports shall include at a minimum all information provided
by SAVVIS to Bridge at the Service Commencement Date as well as
all commercially reasonable information requested by Reuters.
4.3 Such reports shall be provided at an agreed upon frequency and
timeframe appropriate to the Service to which they relate.
4.4 Such reports may be provided centrally, regionally, by county or
by business division, as requested by Reuters.
4.5 SAVVIS shall endeavor to resolve questions arising from or with
regard to the reports as soon as reasonably practicable.
4.6 Where Reuters requests a report in respect of any matter other
than the reports referred to in the Customer Operations Manual,
these shall be agreed in accordance with the Change Control
Procedure. SAVVIS, having agreed its costs with Reuters in
advance, shall endeavor to produce such report as soon as is
reasonably practicable.
4.7 SAVVIS shall work with Reuters and/or the relevant members of the
Reuters Group on an as needed basis, and periodically as mutually
agreed by Reuters and SAVVIS, to prepare additional analysis in
conjunction with network optimization and network upgrade
activities.
(A) To this end, upon request and mutual agreement with Reuters
and/or the relevant members of the Reuters Group, SAVVIS
may from time to time produce additional ad hoc problem
management reports, including:
(i) Network throughput, dropped packets within CIR, and
dropped packets for DE (if applicable); and
(ii) average/peak utilization and traffic patterns, by
Site.
(B) For the avoidance of doubt, all additional reports
including those referred to in this Section 4.7 shall be
governed by Change Control Procedure.
5. STAFFING
The parties shall each agree by the Service Commencement Date their
respective internal organization for the allocation of ownership of
various key functions of the Agreement, - for example, Services,
security, migration, technical design, Change Control Procedure,
operations, and billing. Where appropriate, a single point of ownership
will be nominated.
67
<PAGE>
6. PROVISIONING AND CHANGE MANAGEMENT
6.1 The parties shall agree service ordering, provisioning and change
management processes, which shall be set out in the Customer
Operations Manual. These shall be agreed centrally, regionally, by
country or by business division.
6.2 Such processes shall include the following key activities:
(i) ordering, including additions, moves and changes;
(ii) information capture and storage;
(iii) order tracking;
(iv) lead time commitments;
(v) changing principles; and
(vi) documentation standards.
6.3 Reuters shall nominate approved ordering points and/or people.
6.4 Service lead times will be agreed by reference to service type and
geography.
6.5 The parties will work together to ensure these processes are
effective and in operation at the Service Commencement Date and
parties will agree improvement programs to streamline the
processes.
6.6 The processes for order capture and tracking will be documented in
the Customer Operation Manual.
7. CHANGE CONTROL PROCEDURE:
7.1 Changes to the Agreement (including to existing Services, the
Service Levels, and/or the Schedules and any change resulting from
a change to any Applicable Law), other than changes covered by the
provisioning procedures to be agreed pursuant to Section 6 of this
Schedule and changes resulting from the Benchmarking Procedure
shall be dealt with in accordance with the terms of this Change
Control Procedure.
7.2 Either party may request any such change ("REQUESTING PARTY") in
accordance with this Change Control Procedure by written notice to
the other party's nominated representative specified in the
Customer Operations Manual ("CHANGE MANAGER"). Each such request
("REQUEST FOR CHANGE") shall:
(i) be marked with a unique reference number and shall include
the name of the originator of the Request for Change;
68
<PAGE>
(ii) be signed and dated by the relevant Change Manager;
(iii) identify the reason for the Request for Change where it
relates to a New Service or a modification or development
of an existing Service; and
(iv) contain a detailed description of the change that is
requested and be accompanied by such additional information
as is set out in the Customer Operations Manual.
7.3 The party receiving a Request for Change shall acknowledge receipt
of the Request for Change within at least two (2) Business Days of
receiving it from the Requesting Party.
7.4 As soon as reasonably practicable, but in any event within thirty
(30) days of the date of receipt from the Requesting Party, the
party receiving a Request for Change shall provide the Requesting
Party with a written response ("CHANGE RESPONSE") to the Request
for Change, which shall either consist of:
(i) a statement of the reasons why the party receiving the
Request for Change is unable or unwilling to provide the
requested changes; or
(ii) a written proposal containing the items set forth in
Section 7.5.
7.5 A Change Response under Section 7.4(ii) shall contain the
following items, where applicable:
(i) a description of the change set out in the Request for
Change, specifying the timescales for implementing the
change and any cost implications for the change, including
the ongoing charge for the Service, as well as any one-off
charges and validity period of such charges;
(ii) any proposed changes to the terms of the Agreement which
are necessary to allow the Request for Change to be
satisfied;
(iii) any proposed changes to the Request for Change which are
necessary to allow the Request for Change to be satisfied;
and
(iv) an Impact Analysis (defined below) where either party
reasonably considers that one is required.
7.6 Any costs and any changes to the rates and charges resulting from
a Request for Change shall, unless otherwise specified in the
Agreement, be no greater than is necessary to compensate the party
approving such Request for Change for any resulting increase in
the resources required, or services provided to satisfy or
implement the Request for Change, and shall be calculated using
current market rates.
69
<PAGE>
7.7 The Requesting Party shall promptly review any Change Response and
will as soon as reasonably practicable, but within thirty (30)
days, (i) accept the proposed change in the Change Response; (ii)
refer the Change Response to relevant Change Manager for further
discussion or clarification with the other party; or (iii) reject
the Change Response.
8. IMPACT ANALYSIS
8.1 The impact analysis will consider the effect of any quotation,
proposal or proposed change on any other existing Services
provided under the Agreement, or any other aspect of the Agreement
other than the aspects of Services expressly covered by the
Request for Change or proposed change. If the Request for Change
or proposed change has no such impact, a "no impact" statement
will be made.
8.2 The impact analysis will consider the impact of the Request for
Change or proposed change on the following aspects:
(i) scope of the Agreement;
(ii) details of the proposed transition from the existing
Services to any modified Services or New Services;
(iii) Service Levels;
(iv) pricing elements and frequency of pricing review;
(v) delivery dates;
(vi) network capacity;
(vii) Third Party Agreements;
(viii) related systems and services;
(ix) functionality of any part of the Network; and
(x) any other matter reasonably requested by Reuters or the
relevant member(s) of the Reuters Group at time of
quotation or reasonably considered by SAVVIS to be
relevant.
70
<PAGE>
SCHEDULE 8
SECURITY MANAGEMENT
1. INTRODUCTION
1.1 OVERVIEW
This Schedule defines SAVVIS' security management obligations
pursuant to Clause 8.1 (Security Management) of the Agreement in
respect of the Services and Service Elements provided or procured
by SAVVIS to Reuters or a member of the Reuters Group under the
Agreement.
1.2 DEFINITIONS
Whenever used in this Schedule 8, the words and phrases listed
below shall have the meanings given below, which shall apply to
the plural as well as to the singular.
------------------------------------------------------------------
TERM DEFINITION
------------------------------------------------------------------
"Acceptable Use That policy which specifies limits
Policy" and prohibitions on the uses of the
Services in order to (i) assure all
users of a consistent, high level of
security and protection, and (ii)
prevent the abuse or misuse of the
SAVVIS Network and Services.
------------------------------------------------------------------
"Authentication" The method of user or device
authentication used to gain access
to the Services, which shall include
authentication of SAVVIS when access
to the Services is required for the
provision of support, network
management or otherwise.
------------------------------------------------------------------
"Security Event" An event leading to a breach or
potential breach of agreed security
measures for any Service or Service
Element, including any event likely
in Reuters or a member of the
Reuters Group's reasonable opinion
to lead to the disclosure of any
Reuters or Reuters Group data to an
unauthorized third party.
------------------------------------------------------------------
"Strong
Authentication" Authentication methods such as
one-chance passwords,
challenge/response, cryptographic
handshake and other cryptographic
techniques, any and all of which
require the authentication exchange
to differ on each access to or use
of the Services and which are
sufficiently secure to prevent
unauthorized access.
------------------------------------------------------------------
71
<PAGE>
2. SECURITY MANAGEMENT OBJECTIVES
2.1 GENERAL
(A) The parties will agree in accordance with this Schedule 8,
the Network and other security requirements and associated
processes and procedures taking into account Reuters
current documented policies, as may be amended from time to
time.
(B) SAVVIS shall meet the agreed requirements and follow the
agreed procedures.
(C) Any changes to those requirements and procedures will be
agreed through the Change Control Procedure (see Schedule
7.3).
(D) SAVVIS recognizes that Reuters and the Reuters Group's data
transmitted through the use of Services or Service Elements
may contain confidential information.
(E) SAVVIS shall maintain the reasonable level of security
appropriate to ensure that Reuters and the members of the
Reuters Group are safeguarded against:
(i) loss of integrity of information;
(ii) unauthorized disclosure of confidential information;
(iii) unauthorized access to the Services and/or Network
by any person;
(iv) unauthorized breaches of physical security of
network elements, buildings and tools;
(v) unauthorized use of the Services by any third party;
and
(vi) loss of service availability or quality due to
actions of a third party (e.g. denial of service).
(F) SAVVIS shall not be responsible for managing security
issues at the application and host/server level or
responsible for safeguarding access rights to Reuters and
members of the Reuters Groups' applications, except where
and to the extent that SAVVIS has control over such
matters.
(G) Where Network Equipment or other facilities of SAVVIS and
Reuters or members of the Reuters Group are co-located,
those locations shall be safeguarded in a joint plan to be
agreed between the parties such that both parties'
responsibilities and requirements can be fulfilled.
72
<PAGE>
3. ROLES AND RESPONSIBILITIES
3.1 GENERAL
(A) Each party shall appoint a security manager who shall be
the single point of contact and be responsible for all
security matters. Both security managers (or their
alternates) shall be available 24 hours a day, 7 days a
week.
(B) Each security manager shall have sufficient seniority to
authorize immediate action to resolve Security Events to
both parties' satisfaction.
(C) SAVVIS' security manager shall be considered to be Key
SAVVIS Personnel for the purposes of the Agreement.
4. SAVVIS SECURITY POLICIES AND PROCEDURES
4.1 POLICIES, STANDARDS AND CONTROLS
(A) Prior to the Service Commencement Date SAVVIS shall publish
detailed security policies, standards and procedures
applicable to the Services provided by SAVVIS which are
reasonably in conformance with the ISO17799 information
security management standard, or reasonably similar (the
"SAVVIS SECURITY POLICY"). By a date which is sixty (60)
days after the Service Commencement Date, SAVVIS shall have
implemented the SAVVIS Security Policy.
(B) At the reasonable request of Reuters or a member of the
Reuters Group, SAVVIS shall make available to Reuters or
such member of the Reuters Group documentation detailing
the current SAVVIS Security Policy to the extent that it
relates to the Services.
(C) Reuters acknowledges that the SAVVIS Security Policy is the
property of SAVVIS, and that SAVVIS has the right, in its
sole discretion, to (i) make reasonable modifications to
the SAVVIS Security Policy, as it deems necessary from time
to time, whilst maintaining the overall level of security;
provided that SAVVIS can continue to comply with the
requirements of this Schedule and provides a copy of any
such modifications to Reuters, and (ii) disclose the SAVVIS
Security Policy to any party.
73
<PAGE>
(D) Where Reuters requests that SAVVIS implement security
policies, standards and controls that are more extensive
than either the requirements of this Schedule 8 or current
industry standards, Reuters shall bear any reasonable costs
associated with the development and operation of such
security policies, standards and controls.
4.2 SECURITY EVENT PROCEDURES
(A) The "SECURITY EVENT PROCEDURES" shall be detailed in the
Customer Operations Manual. SAVVIS shall at all times
comply with the Security Event Procedures.
(B) On the occurrence of any Security Event, the party that
discovers the Security Event shall notify the other party
as soon as is reasonably practicable on becoming aware of
such a Security Event. If either party needs to use
insecure methods to send confidential information relating
to a Security Event, it shall ensure that it notifies the
intended recipient in the other party in advance and
through reliable means. The Security Event shall then be
rectified in accordance with the provisions of the Security
Event Procedures.
(C) Each party shall disclose details of any Security Event to
employees, agents, sub-contractors, the primary customer,
or law enforcement agencies, only to the extent necessary
to enable such persons to rectify the Security Event.
SAVVIS shall have the right to disclose information about
Security Events:
(i) to the extent required in the investigation and
prosecution of crimes alleged or suspected to have
been committed using the SAVVIS Network Services;
(ii) to law enforcement, regulatory, or other agencies in
response to lawful requests;
(iii) to the extent required by law or for the purposes of
judicial process;
(vi) in response to claims that any SAVVIS Customer or
Reuters Customer has infringed the rights of third
parties; or
(v) as necessary to protect the rights, property, and
operations of any person.
(D) Each party shall, save as otherwise agreed with the other
party's security manager, ensure that any individuals
within that party's organization to
74
<PAGE>
whom details of any Security Event or any other
confidential information relating to the Services have been
disclosed shall, upon ceasing employment with that party,
or transferring into another role within that party's
organization, have no further access to any confidential
information.
4.3 PROVISION OF INFORMATION
(A) SAVVIS shall, upon Reuters or a member of the Reuters
Group's reasonable request, advise Reuters or such member
of the Reuters Group regarding methods to minimize Reuters
or such member of the Reuters Group's exposure to misuse
and abuse of SAVVIS' service that results from the
operation of customer-provided systems, equipment,
facilities or services interconnected with SAVVIS'
services.
(B) In addition the parties will agree what other information
will be provided regarding security issues.
5. ACCESS TO REUTERS SITES
Reuters shall provide SAVVIS with the rights of access specified in
Clause 6 (Sites) of the Agreement.
6. PHYSICAL SECURITY REQUIREMENTS
SAVVIS shall at all times maintain appropriate physical security
measures for its facilities within the control of the SAVVIS Group to
minimize the risk of disruption to the Services or threat of any
Security Event.
7. NETWORK SECURITY REQUIREMENTS
7.1 GENERAL REQUIREMENTS
(A) SAVVIS will impose the controls necessary, in accordance
with its security policy, to ensure the integrity of the
Services. SAVVIS shall not provide any third party (other
than Internet Security Systems, Inc., its current service
provider, and SAVVIS Personnel) with network access (remote
and/or local) to the Services or the applications or
systems of Reuters, members of the Reuters Group or Reuters
Customers without Reuters prior consent.
(B) SAVVIS shall secure Network Equipment prior to its use in
connection with the provision of the Services in accordance
with the SAVVIS Security Policy and relevant industry
standards.
75
<PAGE>
(C) SAVVIS shall impose the controls necessary, in accordance
with the SAVVIS Security Policy, to ensure that data
reaches only its intended destination and is not
misdirected, modified, or duplicated. This is not intended
to preclude the use, where agreed, of broadcast or
multicast protocols where duplication is intended.
(D) SAVVIS shall protect data from unauthorized modification
resulting from physical or logical access to Network
Equipment or from the configuration or mis-configuration of
such Network Equipment.
(E) At Reuters or a member of the Reuters Group's request,
SAVVIS shall disable and (if necessary) physically
disconnect any device used exclusively in the provision of
Services and believed by Reuters or such member of the
Reuters Group to be causing a material threat to the
security of the Services. SAVVIS shall be excused from all
liability for damages or indemnification and the payment of
Service Credits to the extent that they arise from a
failure to meet any Service Level to the extent that it is
caused by any such disconnection or failure provided that
the threat to security is not caused by any act or omission
by SAVVIS or any of its officers, directors, employees,
sub-contractors or agents.
(F) SAVVIS shall continue to ensure that the respective levels
of security associated with the layer two and layer three
management systems are preserved when interconnected at
least to the extent that such levels of security are not
degraded from that immediately prior to the Service
Commencement Date.
7.2 ROUTER SECURITY
SAVVIS shall, where necessary to fulfill security obligations,
ensure that all boundary routing equipment from the SAVVIS Network
to the customer premises devices (IAD/routers) and CPE shall be
dedicated to the Services as described in Section 3.2(A)(v) of
Schedule 2. Where new technology solutions enable the same or
better level of security, e.g. MPLS, then SAVVIS can update
solutions accordingly with prior consent from Reuters or the
relevant member of the Reuters Group not to be unreasonably
withheld.
7.3 AUTHENTICATION
(A) SAVVIS shall impose such controls as are reasonably
necessary, in accordance with its security policy, to
protect all dial back-up mechanisms against misuse.
76
<PAGE>
(B) In respect of authentication required for access to the
Services by SAVVIS, SAVVIS shall ensure that unique
identifiers are used and that adequate management systems
exist which assign different rights of access on a system
basis and at varying levels in respect of each system and
that such access shall be restricted to authorized
personnel only. This includes access by dial-in, by Telnet,
by SNMP or by any other route which may give access or
potential access to control or configuration functions.
7.4 MANAGEMENT SYSTEMS
(A) Access to SAVVIS management systems, to the extent
necessary to support the services described in Schedule
7.1, shall be restricted to SAVVIS' authorized personnel
only.
(B) SAVVIS shall ensure that no unescorted third parties shall
enter into sensitive areas of SAVVIS' network operations
facilities used in connection with the provision of the
Services.
(C) SAVVIS shall record detected successful and unsuccessful
logon or dial-in attempts to any Service where possible.
This process is to be defined in the Customer Operations
Manual.
(D) The Configuration Database and other sources of
configuration information, in whatever form, shall be
protected against unauthorized access.
7.5 DATA INTEGRITY
SAVVIS shall protect and safeguard all configuration information
and any critical software, through appropriate means and to the
extent necessary to comply with appropriate industry practice
(which shall be agreed by the parties) including regular back-ups
where appropriate.
7.6 NETWORK MONITORING
(A) SAVVIS shall not carry out any monitoring of data or
probing of networks beyond the Service Demarcation Points
(as defined in Schedule 3), except where agreed with
Reuters and the relevant member of the Reuters Group.
Reuters shall not unreasonably withhold its consent to such
monitoring of data or probing of networks where necessary
to allow SAVVIS to meet its obligations under the
Agreement. SAVVIS shall have the right to carry out any
monitoring of data or probing of networks and devices
attached to the applicable Service within the Service
Demarcation Points, as necessary to maintain the Service
Levels under Schedule 5, to commission a Service
77
<PAGE>
in accordance with Schedule 7.3, to maintain the required
levels of security under this Schedule 8, and to measure
traffic in accordance with the billing and financial
reporting requirements of Schedule 12. SAVVIS must ensure
any data recorded for these purposes shall be maintained in
accordance with appropriate legal and regulatory
requirements.
(B) SAVVIS shall inform Reuters and the relevant member of the
Reuters Group as soon as practicable when SAVVIS commences
an investigation of a Security Event potentially affecting
the Services being provided Reuters or members of the
Reuters Group by SAVVIS. At Reuters or the applicable
member of the Reuters Group's reasonable request, but
subject to obligations of confidentiality to others, SAVVIS
shall within three (3) months of the conclusion of such an
investigation provide Reuters with relevant information
concerning the Security Event, including the reason for the
Security Event. SAVVIS shall retain records of the
investigation in a secure archive in accordance with the
SAVVIS Security Policy. Subject to provisions relating to
disclosure by SAVVIS set out in paragraph 4.2 of this
Schedule, SAVVIS shall maintain such records in confidence.
(C) SAVVIS shall put in place the necessary processes and
procedures to detect actual or potential breaches of
security.
(D) Reuters reserves the right from time to time, upon
notification to SAVVIS, to connect its network monitoring
equipment at Service Demarcation Points, as described in
Schedule 3, to the Services for the sole purpose of testing
SAVVIS' compliance with this Schedule 8 but Reuters agrees
that it will in no way interfere with the effective
operation of the Services or impact on Service Levels.
8. SECURITY PASSWORD REQUIREMENTS
SAVVIS' policy for defining standards and administering of passwords
will be included in the security section of the Customer Operations
Manual.
9. SECURITY AUDITS
9.1 GENERAL
(A) SAVVIS shall use its commercially reasonable efforts to
obtain and provide Reuters with three (3) quotes from
reputable and independent auditors for an external audit
(i) within thirty (30) days of the Service Commencement
Date, which quotes shall be provided to Reuters in any
event no later than ninety (90) days of the Service
Commencement Date, and (ii) after the first anniversary of
the Service Commencement Date,
78
<PAGE>
upon Reuters request, which request shall be no more
frequent than once per year, within thirty (30) days of
such request, which quotes shall be provided to Reuters in
any event no later than ninety (90) days of such request.
The purpose of any such audit would be to: (i) ensure that
the security controls required to comply with this Schedule
8 are in place, and (ii) review the security processes and
procedures, taking into account the latest technological
developments. Upon Reuters receipt of such quotes, Reuters
and SAVVIS shall discuss in good faith whether to proceed
with an external audit covering the subject matter
specified in this Section 9.1, and if necessary, shall
agree as to the timing of and the payment terms for such
external audit, such agreement not to be unreasonably
withheld or delayed by either party.
(B) SAVVIS shall carry out an internal audit 18 months after
the Service Commencement Date, which shall be repeated
every twelve (12) months, and after any major network
change.
(C) Copies of all audit reports should be submitted to SAVVIS'
Security Manager and Chief Technology Officer.
(D) The parties shall agree the scope of each internal and
external audit, such agreement not to be unreasonably
withheld or delayed.
(E) In the event that, during the course of an audit, SAVVIS
becomes aware of a failure to meet the requirements of this
Schedule, SAVVIS shall take such steps as are necessary to
remedy such failure as soon as is reasonably practicable.
(F) SAVVIS shall provide to Reuters and the relevant member of
the Reuters Group a written report containing the findings
of the internal and external audits where relevant to the
Services, such report being submitted within 30 days of the
completion of the relevant audit.
(G) Reuters acknowledges SAVVIS' right to disclose results of
an audit, which does not compromise the security of Reuters
services, to any third party subject to Section 29 of the
Agreement.
79
<PAGE>
SCHEDULE 9
BUSINESS CONTINUITY PLANNING
1. INTRODUCTION
1.1 OVERVIEW
(A) This Schedule sets out the provisions for business
continuity planning and testing for all Services and
Service Elements provided by SAVVIS to Reuters under the
Agreement.
(B) This Schedule does not limit either party's ability to
propose modifications to the requirements contained herein,
or to introduce additional requirements from time to time
in accordance with the Change Control Procedure.
1.2 DEFINITIONS
------------------------------------------------------------------
TERM DEFINITION
------------------------------------------------------------------
"SAVVIS Disaster" Any foreseen or unforeseen events
that cause a significant impact on
SAVVIS' business or impede its
ability to provide Services to
Reuters. For the avoidance of doubt,
such events shall include Force
Majeure, physical damage to buildings
or equipment, terrorist activity,
industrial action and civil unrest.
------------------------------------------------------------------
"Reuters Disaster" Any foreseen or unforeseen events
that cause a significant impact on
Reuters business or which impacts the
Services required to be provided by
SAVVIS. For the avoidance of doubt,
such events shall include Force
Majeure, physical damage to buildings
or equipment, terrorist activity,
industrial action and civil unrest.
------------------------------------------------------------------
2. GENERAL REQUIREMENTS
2.1 OVERVIEW
(A) SAVVIS recognizes that the provision of high quality,
reliable telecommunications services is critical to Reuters
operations.
(B) Accordingly, SAVVIS shall develop, maintain and regularly
test a business continuity plan to ensure that the impact
on Reuters of any SAVVIS Disaster or Reuters Disaster is
minimized.
<PAGE>
2.2 BUSINESS CONTINUITY PLAN
(A) Prior to the Service Commencement Date SAVVIS shall publish
a business continuity plan for the Services and Service
Elements provided by SAVVIS to Reuters under the Agreement
(the "BUSINESS CONTINUITY PLAN"). Such Business Continuity
Plan shall incorporate Reuters business continuity plans
that are in place at the Service Commencement Date to the
extent that they are relevant to the Services and Service
Elements.
(B) At the reasonable request of Reuters or a member of the
Reuters Group, SAVVIS shall make available to Reuters or
such member of the Reuters Group documentation detailing
the current Business Continuity Plan to the extent that it
relates to the Services.
(C) Reuters acknowledges that the Business Continuity Plan is
the property of SAVVIS, and that SAVVIS has the right, in
its sole discretion, to (i) make reasonable modifications
to the Business Continuity Plan, as it deems necessary from
time to time; provided that SAVVIS can continue to comply
with the requirements of the Agreement and provides a copy
of any such modifications to Reuters, and (ii) disclose the
Business Continuity Plan to any party.
2.3 TESTING
(A) SAVVIS shall use its commercially reasonable efforts to
obtain and provide Reuters with three (3) quotes from
reputable and independent auditors for an external audit
(i) within thirty (30) days of the Service Commencement
Date, which quotes shall be provided to Reuters in any
event no later than ninety (90) days of the Service
Commencement Date, and (ii) after the first anniversary of
the Service Commencement Date, upon Reuters request, which
request shall be no more frequent than once per year,
within thirty (30) days of such request, which quotes shall
be provided to Reuters in any event no later than ninety
(90) days of such request. Upon Reuters receipt of such
quotes, Reuters and SAVVIS shall discuss in good faith
whether to proceed with an external audit, and if
necessary, shall agree as to the timing of and the payment
terms for such external audit, such agreement not to be
unreasonably withheld or delayed by either party.
(B) SAVVIS shall, at no additional cost to Reuters, carry out
an internal audit to test the Business Continuity Plan at
intervals specified in the Business Continuity Plan (and if
not so specified at intervals to be agreed between the
parties) following the Service Commencement Date, and on
dates to be mutually agreed between Reuters and SAVVIS.
89
<PAGE>
(C) Reuters will co-operate fully with SAVVIS to facilitate
this testing.
(D) SAVVIS shall issue to Reuters a concise written report
summarizing the results of the testing of the Business
Continuity Plan, and summarizing any recommended changes or
improvements, if applicable. This report shall be issued to
Reuters within fourteen (14) days of completion of the
testing.
2.4 CONTINUOUS IMPROVEMENT
SAVVIS shall strive to continuously improve the resilience and
availability of the Services and Service Elements provided to
Reuters under the Agreement. Accordingly, SAVVIS shall advise
Reuters of any changes to the Business Continuity Plan that are
considered by SAVVIS to be necessary to ensure the availability of
the Services provided under the Agreement.
3. SAVVIS DISASTER
SAVVIS shall implement all reasonable measures to ensure that the
impact of a SAVVIS Disaster on Reuters business is minimized.
4. REUTERS DISASTER
4.1 GENERAL
(A) In the event of a Reuters Disaster, SAVVIS shall co-operate
fully to assist Reuters in minimizing the impact of the
event on Reuters business.
(B) In the event of a Reuters Disaster, SAVVIS shall deploy
additional resources as required to support Reuters in an
expedient manner. SAVVIS shall also execute any required
engineering works, including the provision, reconfiguration
or cessation of telecommunication Services, in an expedient
manner.
82
<PAGE>
SCHEDULE 12
BILLING AND FINANCIAL REPORTING
1. INTRODUCTION
1.1 OVERVIEW
(A) This Schedule sets out the billing and reporting
requirements for all Services and Service Elements provided
by SAVVIS to Reuters or members of the Reuters Group under
the Agreement.
(B) This Schedule shall not limit either party's ability to
make modifications to the requirements contained herein or
to introduce additional requirements from time to time in
accordance with the Change Control Procedure.
1.2 DEFINITIONS
Whenever used in this Schedule 12, the words and phrases listed
below shall have the meanings given below, which shall apply to
the plural as well as to the singular.
------------------------------------------------------------------
TERM DEFINITION
------------------------------------------------------------------
"Billing Period" A calendar month.
------------------------------------------------------------------
"Customized Monthly Customized invoices including
Invoices" all fixed charges and usage
charges for the Services or
such other information
reasonably required.
------------------------------------------------------------------
"Existing Bill" Current billing format provided
to existing SAVVIS customers as
of the Service Commencement
Date (See Customer Operations
Manual).
------------------------------------------------------------------
"Existing Billing Sage Software, Inc. Accounts
System" Receivable Module supported
by the Vantive System by
Peoplesoft, Inc.
------------------------------------------------------------------
<PAGE>
2. BILLING SYSTEMS
2.1 EXISTING BILLING SYSTEM
From the Service Commencement Date and until a new system is
implemented in accordance with Section of this Schedule, SAVVIS
shall use the Existing Billing System and shall take reasonable
steps to ensure that the Existing Billing System works effectively
in the interests of both parties.
2.2 REPLACEMENT BILLING SYSTEM
(A) SAVVIS shall use reasonable endeavors to implement a
replacement billing system ("REPLACEMENT BILLING SYSTEM")
within 6 months of the Service Commencement Date.
(B) In producing the functional specification for the
Replacement Billing System, SAVVIS will consult with
Reuters and/or the relevant members of the Reuters Group
and will ensure that Reuters or such members' reasonable
requirements are met by the Replacement Billing System.
(C) A description of the Replacement Billing System will be set
forth in the Customer Operations Manual.
(D) Any aspect of the Replacement Billing System which provides
functionality of general use to SAVVIS Customers shall be
provided at no cost to Reuters and members of the Reuters
Group. Any functionality additional to what is set forth in
the Customer Operations Manual and which is only relevant
to Reuters or a member of the Reuters Group shall be
developed at Reuters or such members' request at a
commercially reasonable cost.
3. BILLING MEDIA
3.1 EXISTING BILLING
(A) SAVVIS shall continue to provide Reuters and the relevant
Reuters Group members with invoices in the form of the
Existing Bills prior to the Service Commencement Date,
until the Replacement Billing System is implemented.
(B) In connection with the Existing Bills, SAVVIS shall provide
paper copies as well as electronic versions of the invoices
and reports in file formats as specified by Reuters and/or
the relevant member of the Reuters Group and agreed to by
SAVVIS (such agreement not to be unreasonably withheld or
delayed).
(C) Where New Services are to be provided in accordance with
the Change Control Procedure before implementation of the
Replacement Billing System, Reuters and SAVVIS shall use
all reasonable endeavors to ensure that the necessary
enhancements are made to the Existing Billing System so
that this can capture the Reuters Group's use of these
services.
84
<PAGE>
(D) SAVVIS shall consult with Reuters to determine a migration plan
from the Existing Billing System to the Replacement Billing
System. This will seek to ensure that Reuters has no degradation
or impairment, either temporary or permanent, to the level of
information it receives as at the Service Commencement Date from
the Existing Billing System.
3.2 REPLACEMENT BILLING SYSTEM
(A) SAVVIS shall provide bills to Reuters in the same range of formats
as are available to its other customers. All enhancements,
additions, revisions and upgrades shall be provided to Reuters and
the members of the Reuters Group as soon as they become available
to SAVVIS' comparable corporate customers.
(B) SAVVIS shall provide Reuters and/or the relevant members of the
Reuters Group with reasonable assistance in the configuration of
any billing features. This may include, where appropriate,
training, documentation and technical and functional support
services.
4. BILLING PROCESS AND PAYMENT TERMS
4.1 APPLICABILITY
These requirements apply to both the Existing Billing System and
the Replacement Billing System introduced in accordance with this
Schedule 12, unless specified otherwise.
4.2 INVOICE TIMING
(A) The frequency of invoicing shall be calendar monthly. All
usage based charges shall be invoiced monthly in arrears.
All non-usage based charges shall be invoiced monthly in
advance.
(B) Notwithstanding the foregoing, where SAVVIS receives a
quarterly or annual invoice from a third party (for example
in respect of satellite transponders) SAVVIS shall invoice
Reuters and/or the relevant members of the Reuters Group at
the end of the month in which SAVVIS is invoiced by such
third party.
(C) SAVVIS shall not change the format of its invoices
specified in this Schedule or subsequently agreed by the
parties (whether in electronic, paper or other media)
without Reuters or the relevant Reuters Group members'
prior written consent, such consent not to be unreasonably
withheld or delayed. For Services as to which no form of
invoice is specified in this Schedule or subsequently
agreed by the parties, SAVVIS shall issue its standard
invoices.
84
<PAGE>
(D) SAVVIS shall bill all usage-based charges in any billing
cycle by the 15th calendar day of the second calendar month
following such cycle. By way of example, usage based
charges incurred in August 2002 should be invoiced to
Reuters or the relevant Reuters Group Member no later than
15 October 2002. With respect to the Existing Billing
System, SAVVIS shall continue to bill usage-based charges
as prior to the Service Commencement Date.
(E) SAVVIS shall begin charging for a New Service when that
Service has been installed and accepted in accordance with
Clause 4.6 of the Agreement. The charges for the first
month of a New Service shall be calculated pro rata and
shall appear on the next monthly invoice.
(F) All adjustments to or changes in the applicable charges and
all discounts and credits due, including any credits for
cancellation of services, which shall be calculated pro
rata, shall be applied in the monthly invoice following
Reuters or a member of the Reuters Group's eligibility
therefor.
(G) Once any adjustments to or changes in the applicable
discounts and credits are identified they shall appear as
such on the invoices.
4.3 BILLING DISPUTES
(A) Billing disputes shall be resolved pursuant to the
procedures set out in Clause 12.4 of the Agreement.
(B) During the period of a billing dispute in respect of a
Service, SAVVIS shall continue to supply that Service to
Reuters and the relevant members of the Reuters Group in
accordance with its obligations under the Agreement.
5. OTHER REQUIREMENTS
5.1 APPLICABILITY
Section 5.2 of this Schedule applies to both the Existing Billing
System and the Replacement Billing System.
5.2 ADDITIONAL INVOICE AND FINANCIAL MANAGEMENT REPORTS
(A) SAVVIS shall provide invoice detail reports and financial
management reports as reasonably requested by Reuters
and/or the relevant member of the Reuters Group, in a form
and manner agreed between the parties (such agreement not
to be unreasonably withheld or delayed).
85
<PAGE>
(B) SAVVIS shall provide such invoice details and reports no
later than ninety (90) days after the date of Reuters or a
member of the Reuters Group's written request.
(C) The format of financial management reports shall be
determined jointly by SAVVIS and Reuters or where a report
is being provided to a Reuters Group member, such Reuters
Group member within thirty (30) days of the Service
Commencement Date.
86
<PAGE>
SCHEDULE 15
CHANGE OF CONTROL; COMPANIES
[**]
[**]
[**]
[**]
[**]
[**]
[**] CONFIDENTIAL TREATMENT REQUESTED
87
<PAGE>
SCHEDULE 22
CASH FLOW FORECASTS AND SAVVIS BUSINESS PLAN
[**]
[**] CONFIDENTIAL TREATMENT REQUESTED
88