Transitional Services Agreement - SAVVIS Communications Corp. and Reuters Ltd.
EXHIBIT 5
TRANSITIONAL SERVICES AGREEMENT
BY AND BETWEEN
SAVVIS COMMUNICATIONS CORPORATION
AND
REUTERS LIMITED
DATED AS OF SEPTEMBER 28, 2001
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TABLE OF CONTENTS
PAGE
ARTICLE I DEFINITIONS AND INTERPRETATIONS.......................................2
Section 1.01. Definitions..............................................2
Section 1.02. Interpretation, Terms Generally, Rules of Construction...6
Section 1.03. Agreement of Reuters Group and SAVVIS Group..............8
ARTICLE II PROVISION OF SERVICES................................................8
Section 2.01. Services.................................................8
Section 2.02. Third Party Service Providers............................9
ARTICLE III SERVICE LEVELS......................................................9
Section 3.01. Service Levels...........................................9
Section 3.02. Transitional Nature of Services; Changes................10
Section 3.03. Obligations of SAVVIS Group.............................10
ARTICLE IV ACCESS AND ASSISTANCE...............................................10
Section 4.01. SAVVIS to Provide Access................................10
Section 4.02. Cooperation; Consents...................................11
Section 4.03. License of SAVVIS Proprietary Information...............11
Section 4.04. License of Reuters Technology Assets....................11
Section 4.05. Alternatives............................................12
ARTICLE V RATES AND CHARGES....................................................12
Section 5.01. Charges for Services....................................12
ARTICLE VI INVOICING AND PAYMENT...............................................13
Section 6.01. Invoices................................................13
Section 6.02. Payment Terms...........................................13
Section 6.03. Taxes and Duties........................................13
Section 6.04. Disputed Invoices.......................................13
Section 6.05. Tax Indemnity...........................................14
ARTICLE VII COVENANTS..........................................................14
Section 7.01. Reuters Covenants.......................................14
Section 7.02. SAVVIS's Covenants......................................14
ARTICLE VIII DISCLAIMER OF WARRANTIES, LIMITATION OF LIABILITY AND
INDEMNIFICATION...................................................15
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PAGE
Section 8.01. Responsibility for Errors and Omission of Services;
Limitation on Liability for Services....................15
Section 8.02. DISCLAIMER OF WARRANTIES................................15
Section 8.03. Limitation of Liability;
Indemnification of SAVVIS...............................15
Section 8.04. Limitation of Liability;
Indemnification of Service Provider.....................16
Section 8.05. Exclusion of Liability..................................17
Section 8.06. Remedies for Breach; No Further Obligations;
Limited Services........................................17
ARTICLE IX CONTACT PERSON......................................................17
Section 9.01 Contact Person...........................................17
ARTICLE X TERM..................................................................17
Section 10.01 Term....................................................17
ARTICLE XI TERMINATION.........................................................18
Section 11.01 Termination of Service by SAVVIS........................18
Section 11.02. Termination of Specific Services by Reuters............18
Section 11.03. Termination of the Agreement by Reuters................19
Section 11.04. Termination of Less than All of the Services...........19
ARTICLE XII CONFIDENTIALITY....................................................20
Section 12.01 Confidential Information................................20
Section 12.02 Use of Confidential Information.........................20
Section 12.03. Permitted Disclosure...................................20
Section 12.04. Return of Confidential Information.....................20
Section 12.05. Waiver.................................................20
Section 12.06 Remedy..................................................21
Section 12.07 Public Information......................................21
Section 12.08 Required Disclosure.....................................21
Section 12.09 Disclosure to Certain Persons...........................21
ARTICLE XIII DISPUTE RESOLUTION................................................22
Section 13.01 Dispute Resolution......................................22
Section 13.02 Jurisdiction, Venue and Service of Process..............22
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ARTICLE XIV FORCE MAJEURE......................................................23
Section 14.01 Events of Force Majeure.................................23
Section 14.02 Termination.............................................23
Section 14.03 Consequences............................................23
ARTICLE XV REMEDIES AND WAIVERS................................................23
Section 15.01 Delay or Omission.......................................23
Section 15.02 Single or Partial Exercise..............................23
Section 15.03 Cumulative Rights.......................................23
ARTICLE XVI COSTS AND EXPENSES.................................................24
Section 16.01 Costs and Expenses......................................24
ARTICLE XVII ASSIGNMENT........................................................24
Section 17.01 SAVVIS Assignment.......................................24
Section 17.02 Reuters Assignment......................................24
Section 17.03 Succession..............................................24
ARTICLE XVIII ANNOUNCEMENTS....................................................24
Section 18.01 Press Release and Public Announcements..................24
Section 18.02 Duration of Restrictions................................24
ARTICLE XIX DATA PROTECTION AND PRIVACY........................................25
Section 19.01 SAVVIS's Instructions...................................25
Section 19.02 Privacy Policy..........................................25
Section 19.03 Mutual Warranty.........................................25
Section 19.04 Processing Data.........................................25
ARTICLE XX GENERAL PROVISIONS..................................................25
Section 20.01 Non-Solicitation........................................25
Section 20.02 Notices.................................................26
Section 20.03 Severability............................................27
Section 20.04 Entire Agreement........................................27
Section 20.05 Relationship of the Parties.............................27
Section 20.06 Counterparts............................................27
Section 20.07 Third Party Rights......................................27
Section 20.08 WAIVER OF JURY TRIAL....................................27
Section 20.09 Amendments..............................................27
Section 20.10 Governing Law...........................................27
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SCHEDULES
Schedule 1 Field and Technical Services.........................1-1
Schedule 2 Call Center Operations and
Network Monitoring Services..........................2-1
Schedule 3 CDEV/Customer Order Services.........................3-1
Schedule 4 Vantive Services.....................................4-1
Schedule 5 MIS & SAP Services...................................5-1
Schedule 6 Hardware Logistics, Inventory Shipping, &
Warehousing Services.................................6-1
Schedule 7 OASG-PC Support Services.............................7-1
Schedule 8 Billing Services - Europe and Asia...................8-1
Schedule 9 Financial Fixed Assets Services......................9-1
Schedule 10 Facilities Services.................................10-1
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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.
TRANSITIONAL SERVICES AGREEMENT
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This TRANSITIONAL SERVICES AGREEMENT (the "AGREEMENT") is
entered into as of September 28, 2001, 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 hereinafter defined) is in the
business of providing data, news and other services to the financial services
sector and others throughout the world; and
WHEREAS, SAVVIS is engaged in the business of providing
Internet protocol backbone and other data transport services; and
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"); and
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; and
WHEREAS, pursuant to the terms and conditions set forth in the
NSA Term Sheet, SAVVIS and Reuters have entered into that certain Network
Service Agreement, of even date herewith (as the same may be amended from time
to time as provided herein, the "NETWORK SERVICE AGREEMENT"), pursuant to which
SAVVIS agrees to provide certain data transport network services to Reuters (the
"Network Service"); and
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WHEREAS, in connection with the Network Services Agreement,
Reuters has agreed to provide or cause members of the Reuters Group to provide
certain services to SAVVIS and other members of the SAVVIS Group (as hereinafter
defined) in order to support SAVVIS for a transitional period pending SAVVIS
establishing its own capabilities to provide such services for its business; and
WHEREAS, in connection with the Network Service Agreement and
the Purchaser's acquisition of the Acquired Business from Bridge, Reuters has
agreed to perform (or cause the applicable members of the Reuters Group to
provide) such services on the terms and subject to the conditions set forth in
this Agreement, and SAVVIS has agreed to receive and pay for such services on
the terms set forth in this Agreement.
NOW, THEREFORE, in consideration of the premises and the
mutual covenants contained herein and for good and valuable consideration, the
receipt and adequacy of which are hereby acknowledged, the parties hereto agree
as follows:
ARTICLE I
DEFINITIONS AND INTERPRETATIONS
Section 1.01. Definitions. The following terms shall have the
following meanings:
"ADDITIONAL SERVICES" shall have the meaning set forth in Section
2.01(b) of this Agreement.
"AFFILIATE" means, with respect to any person, any other
person that directly, or indirectly through one
or more intermediaries, Controls or is
Controlled by, or is under Common Control with,
such person.
"AGREEMENT" means this Transitional Service Agreement by
and between SAVVIS and Reuters, including all
exhibits and attachments hereto, as the same
may be amended from time to time in accordance
with its terms.
"ASSET PURCHASE AGREEMENT" shall have the meaning set forth in the
Recitals.
"BRIDGE CANADA" shall have the meaning set forth in Section
2.01(a) of this Agreement.
"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.
"CONFIDENTIAL INFORMATION" shall have the meaning set forth in Section
12.01 of the Agreement.
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"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.
"DISPUTE NOTICE" shall have the meaning set forth in Section
13.01 of this Agreement.
"EFFECTIVE DATE" means the date of the closing of the
transactions contemplated under the Asset
Purchase Agreement whereby the Purchaser
acquires the Acquired Business from Bridge.
"FORCE MAJEURE" means any of the events as set forth in of this
Agreement.
"FUNDING AGREEMENTS" means that certain Securities Purchase
Agreement, dated as of May 16, 2001, between
SAVVIS and Reuters Holdings Switzerland S.A.
(as the same may be amended from time to time
in accordance with its terms, the "PURCHASE
AGREEMENT") and any other agreement or
arrangement whereby Reuters or any member of
the Reuters Group provides any funding to
SAVVIS or any member of the SAVVIS Group.
"INTELLECTUAL PROPERTY means patents, trade marks, signs and service
RIGHTS" marks, rights in designs, trade or business
names or signs, copyrights (including rights in
computer software), database rights and
topography rights (whether or not any of these
is registered and including applications for
registration of any such thing) and all rights
or forms of protection of similar nature or
having
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equivalent or similar effect to any of these
which may subsist anywhere in the world.
"LOSS" OR "LOSSES" shall have the meaning set forth in Section
8.03(a) of this Agreement.
"MARK-UP" means the applicable percentage of the cost to
the Reuters Group of providing a particular
Service hereunder as indicated in the
applicable Schedule for such Service.
"MONTHLY FEE" shall have the meaning set forth in Section
5.01 of this Agreement.
"NETWORK SERVICES AGREEMENT" shall have the meaning set forth in the
Recitals.
"NON-SPECIFIED SERVICE" OR shall have the meaning set forth in Section
"NON-SPECIFIED SERVICES" 2.01(c) of this Agreement.
"PRIVACY POLICY" shall have the meaning set forth in Section
19.02 of this Agreement.
"PURCHASER" shall have the meaning set forth in the
Recitals.
"RELEVANT INTELLECTUAL means all Intellectual Property Rights which
PROPERTY" are from time to time:
(i) owned by SAVVIS; or
(ii) used by SAVVIS under license from a
third party, where SAVVIS has the right
to grant a sub-license to use the same
to Reuters, or can procure such right
to grant a sub-license (or a direct
license from the licensor) without
incurring material costs.
"REUTERS COST" means the fully allocated direct cost, not
including any Mark-up, of a Service or any
component of a Service hereunder determined in
accordance with the Reuters Group's cost
allocation mechanisms as indicated in the
applicable Schedule for such Service.
"REUTERS CUSTOMER" 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
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holding company from time to time, together
with such entities as are from time to time
operating as authorized 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 at least fifty percent (50%) of
the voting stock of that company or otherwise
has the right to exercise Control over such
company.
"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 authorized 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 at least
fifty percent (50%) of the voting stock of that
company or otherwise has the right to exercise
Control over such company.
"SAVVIS SITES" means any business location of SAVVIS or
any member of the SAVVIS Group and/or any of
SAVVIS's customers from time to time.
"SERVICE COMMENCEMENT shall have the meaning set forth in Section
DATE" 2.01(a) of this Agreement.
"SERVICE PROVIDER" shall have the meaning set forth in Section
2.02 of this Agreement.
"SERVICE RECIPIENT" means SAVVIS or any member of the SAVVIS Group
to which any Service is provided pursuant to
this Agreement.
"SERVICE" OR "SERVICES" means any service or services provided by
Reuters or any member of the Reuters Group, or
any Third Party Service Provider on behalf of
Reuters or any member of the Reuters Group
pursuant to this Agreement, as described on the
applicable Schedules attached to this
Agreement.
"SUPPORTED THIRD PARTY
CUSTOMERS" means customers who receive services from a
third party that Customers" acquired any assets
from Bridge (including
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without limitation, customers of the Telerate
Business) in the United States, Canada, Bermuda
and other 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.
"TAX" OR "TAXES" includes all taxes, levies, duties, imposts,
charges and withholdings of any nature
whatsoever, including (without limitation)
taxes on gross or net income profits or gains
and taxes on receipts, sales, use, operation,
franchise, transfer, value added and personal
property, together with all penalties, charges
and interest relating to any of them or to any
late or incorrect return in respect of any of
them regardless of whether any such taxes,
levies, duties, imposts, charges, withholdings,
penalties and interest are chargeable directly
or primarily against or attributable directly
or primarily to any member of the Reuters Group
or any other person and of whether any amount
in respect of any of them is recoverable from
any other person.
"TELERATE BUSINESS" means the business and operations of Telerate
Holdings, Inc. and its direct and indirect
Subsidiaries.
"TERM" shall have the meaning set forth in Section
10.01 of this Agreement.
"THIRD PARTY CUSTOMER" means any customer from time to time of SAVVIS.
"THIRD PARTY SERVICE PROVIDER" or shall have the meaning set forth in
or "THIRD PARTY SERVICE Section 2.02 of this Agreement.
PROVIDERS"
Section 1.02. Interpretation, Terms Generally, Rules of Construction.
(a) 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.
(b) In construing this Agreement, unless the context otherwise
requires:
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(i) 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;
(ii) 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;
(iii) 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;
(iv) 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 or limited partnership
(whether or not having separate legal existence);
(v) 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;
(vi) 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;
(vii) references to times are to local times in New York, New York,
unless otherwise stated;
(viii) a reference to any other document referred to in this
Agreement is a reference to that other document as amended, varied,
notated or supplemented (other than in breach of the provisions of this
Agreement) at any time;
(ix) headings and titles are for convenience only and do not affect
the interpretation of this Agreement;
(x) 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;
(xi) any list or examples following the word "including" shall be
interpreted without limitation to the generality of the preceding words;
(xii) general words shall not be given a restrictive meaning, where
introduced by the word "other", by reason of the fact that they are
preceded
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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
(xiii) references to "$" are to U.S. Dollars.
ARTICLE II
PROVISION OF SERVICES
Section 2.01. Services.
Section 1.03. 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.
ARTICLE II
PROVISION OF SERVICES
Section 2.01. Services.
(a) Services. Except as otherwise expressly provided herein, beginning
on the Effective Date of this Agreement, or with respect to certain Services as
set forth in the Schedules attached hereto, as of the respective service
commencement date set forth in the applicable Schedule (the "SERVICE
COMMENCEMENT DATE"), and continuing until the termination of this Agreement or
the termination of the applicable Service as provided in Article XI hereof,
Reuters shall provide or cause to be provided to SAVVIS or any member of the
SAVVIS Group, in each case as identified in Schedules attached to this
Agreement, the Services listed in the attached Schedules to this Agreement as of
the Effective Date, except as provided otherwise in any Schedule to this
Agreement, solely in the United States and Canada; provided, however, that the
provision of any of the Services in Canada is subject to the condition precedent
that the Purchaser shall have acquired all shares of capital stock of Bridge
Information Systems Canada, Inc. ("BRIDGE CANADA"), or all the material tangible
and intangible assets and business operations of Bridge Canada; provided,
further, that in the event that the Purchaser does not acquire all of the
capital stock or all the material tangible and intangible assets and business
operations of Bridge Canada, Reuters obligation hereunder to provide Services in
Canada shall be limited to those provinces of Canada where Reuters or the
applicable member of the Reuters Group has directly or indirectly acquired from
Bridge such assets, in Reuters sole reasonable discretion, that permit Reuters
or the applicable member of the Reuters Group as of the Effective Date to
provide the Services as contemplated hereunder; and provided further, that the
Facilities Services set forth in Schedule 10 shall be provided to SAVVIS or the
applicable member of the SAVVIS Group in Bermuda and other countries and
territories in the Caribbean, as applicable, subject to the condition precedent
that Reuters has acquired the relevant material tangible and intangible assets
and business operations for such regions.
(b) Additional Services. From time to time after the Effective Date,
the parties hereto may identify additional services that, upon the mutual
agreement of the parties hereto, Reuters or the applicable member of the Reuters
Group may agree to provide to SAVVIS or a member of the SAVVIS Group in
accordance with the terms of this Agreement (any such service, individually, an
"ADDITIONAL SERVICE," and,
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collectively, "ADDITIONAL SERVICES") and shall constitute Services under this
Agreement. The parties shall create a Schedule for each Additional Service
setting forth a description of such Additional Service, the time period during
which such Additional Service will be provided, the charge, if any, for such
Additional Service and any other terms applicable thereto. SAVVIS acknowledges
and agrees that Reuters shall have no obligation hereunder to provide any
Additional Services to SAVVIS or any member of the SAVVIS Group.
(c) Non-Specified Services. In the event that after the Effective Date,
Reuters or any member of the Reuters Group agrees to provide or causes the
provision of any services, other than the Services listed in the attached
Schedules to this Agreement, or Additional Services agreed upon by the parties
pursuant to section 2.01(b) above (any such service, individually a
"NON-SPECIFIED SERVICE" and, collectively, "NON-SPECIFIED SERVICES"), then such
Non-Specified Services shall constitute Services under this Agreement and shall
be deemed to have been rendered in accordance with the terms of this Agreement
and SAVVIS shall compensate Reuters for all of Reuters Cost plus [**] Mark-up
for the Non-Specified Services.
Section 2.02. Third Party Service Providers. At its option, Reuters may
cause any Service it is required to provide hereunder to be provided by another
member of the Reuters Group or by any other person that is providing, or may
from time to time provide, the same or similar services for Reuters (each, a
"Third Party Service Provider" and together with Reuters or any member of the
Reuters Group providing Services hereunder, a "Service Provider"); provided,
however, that with respect to a specific Service provided hereunder as expressly
set forth on the applicable Schedule to this Agreement, Reuters may not use any
of the entities listed in the applicable Schedule as a Third Party Service
Provider, or any majority-owned subsidiary of any such entity, with respect to
such Service. SAVVIS shall, if reasonably requested by Reuters or any member of
the Reuters Group, enter into an agreement with the Third Party Service Provider
with respect to any Services to be received pursuant to the terms of this
Agreement. Except as set out in any agreement between SAVVIS and a Third Party
Service Provider, if SAVVIS enters such an agreement at Reuters request, Reuters
shall remain responsible, in accordance with the terms of this Agreement, for
the performance of any Service to be provided hereunder.
ARTICLE III
SERVICE LEVELS
Section 3.01. Service Levels. Reuters or the applicable member of the
Reuters Group shall provide or cause to be provided to SAVVIS or the applicable
member of the SAVVIS Group any Service provided hereunder in the following
manner:
(a) if such Service being provided hereunder is maintained for Reuters
or any Reuters Group member's own internal use, such Service shall be provided
in a manner consistent with the standard in effect from time to time at which
such Service is maintained for the Reuters Group's own internal use;
[**] CONFIDENTIAL TREATMENT REQUESTED
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(b) if such Service being provided hereunder is no longer maintained
for Reuters or any applicable Reuters Group member's own internal use, such
Service shall be provided in a manner consistent with the standard at which such
Service is maintained for such own internal use prior to the date on which such
Service was discontinued; and
(c) if such Service is being provided by a Third Party Service Provider
and such Service is not maintained for Reuters or any Reuters Group member's own
internal use, such Service shall be provided in a manner consistent with the
standards set forth on the applicable Schedule attached to this Agreement.
Section 3.02. Transitional Nature of Services; Changes. SAVVIS hereby
acknowledges and agrees that the Services provided to SAVVIS and the SAVVIS
Group hereunder are transitional in nature and that Reuters, any applicable
member of the Reuters Group and any Third Party Service Provider may make
changes from time to time in the manner of performing the Service subject to the
terms and conditions in the applicable Schedule with respect to a particular
Service. In the event Reuters or any member of the Reuters Group (or any Third
Party Service Provider providing similar services to the Services hereunder to
Reuters or any member of the Reuters Group) make changes to any Service
maintained for the Reuters Group's own internal use, then Reuters shall have the
option to make similar changes in the manner of performing the same or similar
Services to SAVVIS or the SAVVIS Group hereunder. Reuters shall, or shall cause
the relevant Service Provider to, give SAVVIS reasonable notice of any such
change in the Services provided hereunder.
Section 3.03. Obligations of SAVVIS Group. Specific obligations with
respect to SAVVIS and any member of the SAVVIS Group receiving Services
hereunder may be set forth in the applicable Schedule. Where no specific
obligations for a Service provided hereunder is set forth in the applicable
Schedule, SAVVIS and each member of the SAVVIS Group receiving such Service
shall use its reasonable best efforts, in connection with receiving any such
Service, to follow the policies, procedures and practices of the Reuters Group
in effect as of the applicable date, including providing information and
documentation sufficient for Reuters, the applicable member of the Reuters
Group, or Third Party Service Provider, as applicable, to perform the Service
and making available, as reasonably requested by the applicable Service
Provider, sufficient resources and timely decisions, approvals and acceptances
to permit the Service Provider to meet its obligations hereunder.
ARTICLE IV
ACCESS AND ASSISTANCE
Section 4.01. SAVVIS to Provide Access. SAVVIS and each member of the
SAVVIS Group shall (at SAVVIS's own cost and expense) promptly provide and,
where applicable, use commercially reasonable efforts to ensure that the SAVVIS
Customers promptly provide, each of Reuters, any member of the Reuters Group and
any Third Party Service Provider with all assistance (including, without
limitation, the provision of
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access to and, where relevant, rights to use the SAVVIS Sites, personnel,
computer systems, software, databases, data, know-how and other information) as
is reasonably necessary to enable the applicable Service Provider to provide the
Services in accordance with the terms of this Agreement. If a Service Provider
is unable to obtain such access or is denied such rights (and has complied with
its obligations in relation to obtaining them), then none of Reuters, any member
of the Reuters Group or any Third Party Service Provider shall be in breach of
its obligation to provide or procure the provision of Services to the extent
that such inability to obtain access or such rights causes what would otherwise
be such breach.
Section 4.02. Cooperation; Consents. SAVVIS and each member of the SAVVIS
Group shall obtain all consents, licenses, sublicenses or approvals necessary to
permit Reuters, the applicable member of the Reuters Group and any Third Party
Service Providers to provide the Services and perform Reuters obligations
hereunder. SAVVIS shall bear the entire cost and expense of obtaining such
consents, licenses, sublicenses or approvals and will reimburse Reuters and the
applicable members of the Reuters Group for any costs and expenses incurred by
Reuters or any member of the Reuters Group in connection with obtaining any such
consents, licenses, sublicenses or approvals. If SAVVIS, or the applicable
member of the SAVVIS Group, as the case may be, is unable to obtain such
consents, licenses, sublicenses or approvals, then none of Reuters, any member
of the Reuters Group or any Third Party Service Provider shall have any
obligation to provide or procure the provision of Services, pursuant to this
Agreement or otherwise, for which such consents, licenses, sublicenses or
approvals were not obtained. The parties hereto will maintain documentation
relating to the information contained in the Schedules and any exhibits and
other attachments to this Agreement and cooperate with each other in making such
information available as may be required in connection with any tax audit,
whether in the United States or any other jurisdiction or country.
Section 4.03. License of SAVVIS Proprietary Information. SAVVIS hereby
grants to Reuters, the applicable member of the Reuters Group or to any relevant
Service Provider, for the benefit of Reuters, the applicable member of the
Reuters Group and any other Service Provider, access to and a non-exclusive,
royalty-free license in respect of any and all of the Relevant Intellectual
Property to the extent, and for the period during which, Reuters and/or any
Service Provider reasonably requires the use of such Relevant Intellectual
Property to provide the Services. Reuters shall not, and shall procure that the
Service Providers shall not, use or, to the extent such Relevant Intellectual
Property is of confidential nature, disclose such Relevant Intellectual Property
for any purpose unrelated to the provision of Services.
Section 4.04. License of Reuters Technology Assets. Where indicated in the
applicable Schedule with respect to the specific Service(s) referenced therein,
Reuters hereby grants to SAVVIS or the applicable member of the SAVVIS Group a
non-exclusive and non-transferable license to use all hardware, equipment and
software reasonably necessary for SAVVIS to use the Service(s). Such license is
granted for the term of this Agreement for the sole purpose of enabling SAVVIS
to use the Service(s). SAVVIS shall not, and shall procure that any of the
members of the SAVVIS Group shall not, use or disclose such license for any
purpose unrelated to use of the Service(s). At the
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end of the Term of any of the Services or the end of the Term of this Agreement,
as applicable, or in the event any of the Services are terminated in accordance
with Section 11 hereof, Reuters (i) will use its commercially reasonable efforts
to assist SAVVIS in obtaining any third party licenses necessary for SAVVIS to
provide and perform such Services for SAVVIS or the applicable member of the
SAVVIS Group after the termination of such Services, and (ii) shall, upon
SAVVIS's request, grant a license with respect to any hardware, equipment or
software owned by Reuters or the Reuters Group that is necessary for the
provision of any such Services hereunder to SAVVIS or the applicable member of
the SAVVIS Group on commercially reasonable terms acceptable to Reuters on a
non-exclusive and non-transferable basis. Except as otherwise set forth in a
separate agreement among the parties hereto (including those where Reuters or
the applicable member of the Reuters Group succeeded Bridge pursuant to the
Purchaser's acquisition of the Acquired Business from Bridge) with respect to
any co-developed customer software relating to the Services hereunder, the
ownership of such co-developed software shall be in proportion to each party's
funding of such co-developed software.
Section 4.05. Alternatives. If Reuters believes, in its sole reasonable
judgment, that it is unable, either directly, through a member of the Reuters
Group or a Third Party Service Provider, to provide any one or more of the
Services because of a failure to obtain any required consents, licenses,
sublicenses or approvals pursuant to Section 4.03 hereof or due to the
impracticability of providing such Service, the parties hereto shall cooperate
to determine an alternative approach; provided, however, that if the applicable
Service Provider is unable to provide any Service because of the failure of
SAVVIS to obtain any required consent, license, sublicense or approval, Reuters
shall have no obligation to provide such Service hereunder, either directly by a
member of the Reuters Group or through a Third Party Service Provider and SAVVIS
and the members of the SAVVIS Group shall hold Reuters and the members of the
Reuters Group harmless under this Agreement for any failure to provide Services
hereunder. To the extent any alternative approach agreed to by the parties
hereto requires payment above and beyond the amount set forth in the applicable
Schedule to this Agreement with respect to such Service, SAVVIS shall pay any
such additional amounts unless otherwise agreed to in writing by the parties
hereto.
ARTICLE V
RATES AND CHARGES
Section 5.01. Charges for Services. SAVVIS shall pay Reuters, the
applicable member of the Reuters Group or the applicable Third Party Service
Provider for the Services provided hereunder (i) a monthly fee of [**] (the
"Monthly Fee") during the period commencing on the Effective Date and ending on
December 31, 2001, provided that for any period for the Monthly Fee that is less
than one calendar month due to the timing of the Effective Date, SAVVIS shall
pay the pro rata portion of the Monthly Fee based on the number of days the
Services were provided hereunder with respect to such period, and (ii) according
to the rates and charges set forth on the applicable Schedule to this Agreement
for each of the Services listed therein for all Services provided on and after
January 1, 2002.
[**] CONFIDENTIAL TREATMENT REQUESTED
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ARTICLE VI
INVOICING AND PAYMENT
Section 6.01. Invoices. Reuters or the applicable member of the Reuters
Group, as the case may be, shall invoice, and shall cause each Third Party
Service Provider, if any, to invoice, SAVVIS and/or the applicable member of the
SAVVIS Group (i) on a monthly basis for any Services provided pursuant to this
Agreement from the Effective Date through and including December 31, 2001, and
(ii) quarterly for all charges for Services provided pursuant to this Agreement
on and after January 1, 2002, unless otherwise specified in the applicable
schedule to this Agreement.
Section 6.02. Payment Terms. SAVVIS and/or the applicable member of the
SAVVIS Group shall pay amounts invoiced to it within thirty (30) days following
the date of receipt of the invoice. Reuters or the applicable member of the
Reuters Group, as the case may be, shall have the right to charge interest for
any amount not paid when due until such sum is paid 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).
Section 6.03. Taxes and Duties. All sums payable by SAVVIS or the
applicable member of the SAVVIS Group to Reuters or the applicable member of the
Reuters Group, as the case may be, or any Third Party Service Provider pursuant
to the terms of this Agreement shall be:
(a) paid free and clear of all deductions or withholdings on account of
taxes, duties or levies except as may be required by any applicable law. In the
event that any payment is subject to a withholding or deduction required by law,
Reuters and the applicable member of the Reuters Group providing Services
hereunder shall be entitled to receive from SAVVIS and the applicable members of
the SAVVIS Group all reasonable assistance to enable them to obtain a credit in
respect of such withholding or deduction;
(b) exclusive of amounts in respect of value added tax (VAT), sales tax
and other indirect taxes (if any) which shall be paid in addition to such amount
by SAVVIS on issue of a valid VAT invoice or equivalent document at the rate and
in the manner from time to time being prescribed by law.
Section 6.04. Disputed Invoices. If SAVVIS and/or any member of the SAVVIS
Group in good faith disputes the accuracy or legitimacy of any charge or
invoice, SAVVIS shall promptly notify Reuters, the applicable member of the
Reuters Group and any Third Party Service Provider of such dispute and pay or
procure the payment of any undisputed amount by the due date. To the extent that
the dispute cannot be resolved between Reuters and SAVVIS, the parties shall
seek to resolve the matters in dispute in accordance with Article XIII hereof.
Where any dispute determines that SAVVIS should pay the disputed amount, Reuters
or the relevant Service Provider may charge interest on such disputed amount
from the due date to the date such sum is paid at the prime or base lending rate
established from time to time by Citibank N.A. (or any successor thereto).
[**] CONFIDENTIAL TREATMENT REQUESTED
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Section 6.05. Tax Indemnity. SAVVIS covenants that it will fully and
effectively indemnify Reuters, the members of the Reuters Group and each Service
Provider and their respective representatives, directors, officers, employees,
contractors and agents from and against any liability to Taxes arising in
connection with the provision of Services by any Service Provider to SAVVIS
other than Taxes chargeable in relation to the charges received by Reuters or
any Service Provider for provision of such Services.
ARTICLE VII
COVENANTS
Section 7.01. Reuters Covenants. Reuters hereby covenants that it shall,
and shall require that the applicable Service Provider shall:
(a) employ at a minimum such levels of skill, prudence and foresight as
have been employed by it in providing services equivalent to the Services to
other members of the Reuters Group prior to the date hereof;
(b) comply with all applicable licenses, consents, permits and
authorizations required to provide the Services; and
(c) comply with all applicable laws, regulations and mandatory or
recognized industry codes of conduct relating, from time to time, to provision
of those Services which as at the date hereof are, or immediately prior to the
date hereof were, maintained for the internal use of the Reuters Group.
Section 7.02. SAVVIS's Covenants. SAVVIS hereby covenants on behalf of
itself and the applicable members of the SAVVIS Group, that:
(a) it shall disclose in writing to Reuters, any applicable member of
the Reuters Group and any relevant Service Provider anything of which it is
aware which may impact on the ability of Reuters, any applicable member of the
Reuters Group or such Service Provider to provide the Services, including all
changes (if any) to any applicable laws, regulations and/or (to the extent
relevant to the Services) any mandatory or recognized industry codes relating to
SAVVIS's or any member of the SAVVIS Group's business;
(b) it shall comply with all licenses, permits, consents and
authorizations required in connection with the fulfillment of its obligations
under this Agreement;
(c) it shall comply with all applicable laws, regulations and mandatory
or recognized industry codes of conduct relating, from time to time, to the
fulfillment of its obligations under this Agreement; and
(d) it shall fulfill its obligations under this Agreement with
reasonable skill, prudence and foresight.
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(e) as soon as SAVVIS or any member of the SAVVIS Group has the
technical capability and the organizational resources to provide to SAVVIS and
the applicable members of the SAVVIS Group any Service provided hereunder or can
contract with a third party to receive any Service on commercially reasonable
terms, SAVVIS shall terminate this Agreement with respect to such Service in
accordance with the provisions of Article XI hereof as soon as practicable.
ARTICLE VIII
DISCLAIMER OF WARRANTIES, LIMITATION OF LIABILITY AND
INDEMNIFICATION
Section 8.01. Responsibility for Errors and Omission of Services;
imitation on Liability for Services.
(a) Except as otherwise expressly provided in this Article VIII, the
sole responsibility of Reuters (including any member of the Reuters Group) to
SAVVIS or any member of the SAVVIS Group for errors or omissions in the Services
provided hereunder, shall be to use its commercially reasonable efforts to make
such Services available and/or to resume performing the Services as promptly as
reasonably practicable or, in the case of data processing and common support
services, to furnish correct information, payment and/or adjustment to such
Services, in each case at no additional cost or expense to SAVVIS; provided,
that SAVVIS shall promptly advise the applicable member of the Reuters Group and
any Third Party Service Provider of any such errors or omissions.
(b) Reuters liability to SAVVIS and any member of the SAVVIS Group for
any Losses (as defined below) arising from Reuters failure to provide any
Services hereunder shall be the lesser of (i) SAVVIS's incremental out-of-pocket
cost of performing such Services itself or (ii) SAVVIS's incremental
out-of-pocket cost of obtaining such service from a third party; provided, that
SAVVIS and the members of the SAVVIS Group shall exercise all reasonable efforts
under the circumstances to minimize the cost of any such alternative to such
Services by selecting a cost-effective alternative which provides the functional
equivalent of the Services replaced.
Section 8.02. DISCLAIMER OF WARRANTIES. REUTERS, ON BEHALF OF ITSELF AND
EACH MEMBER OF THE REUTERS GROUP, DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED,
INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND
FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE SERVICES, AND REUTERS MAKES
NO REPRESENTATIONS OR WARRANTIES AS TO THE QUALITY, SUITABILITY OR ADEQUACY OF
THE SERVICES FOR ANY PURPOSE OR USE.
Section 8.03. Limitation of Liability; Indemnification of SAVVIS.
(a) Neither Reuters nor any member of the Reuters Group shall have any
liability to SAVVIS, any member of the SAVVIS Group or any third party with
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respect to any claims, liabilities, obligations, losses, costs, expenses,
litigation, proceedings, assessments, charges, demands or judgments of any kind
or nature whatsoever, including reasonable attorneys' fees (individually, a
"LOSS" and collectively, "LOSSES") arising from or with respect to the
furnishing of any Services hereunder except (i) as expressly provided in Section
8.01 hereof, and (ii) for liabilities arising directly out of Reuters willful
misconduct occurring after the Effective Date.
(b) Reuters shall be solely liable and responsible for, and shall
indemnify SAVVIS and its directors, officers, employees, agents, representatives
and affiliates from, any and all Losses arising from (i) any material breach by
Reuters under this Agreement and (ii) Reuters willful misconduct with respect to
the performance of the Services to be provided hereunder.
(c) In no event shall Reuters or any member of the Reuters Group or any
Third Party Service Provider have any liability for any incidental, indirect,
special or consequential damages, whether or not caused by or resulting from
negligence, willful misconduct or breach of any obligations hereunder, and
whether or not informed of the possibility of the existence of such damages.
(d) Upon termination of this Agreement or the earlier termination of
any Services hereunder, Reuters shall be obligated to return to SAVVIS or any
members of the SAVVIS Group, as soon as is reasonably practicable, any equipment
or other property of SAVVIS or any member of the SAVVIS Group relating to the
Services which is in Reuters control or possession.
Section 8.04. Limitation of Liability; Indemnification of Service Provider.
(a) SAVVIS shall (i) indemnify and hold harmless Reuters, each member
of the Reuters Group and any Third Party Service Provider, and their respective
directors, officers, employees, agents, representatives and affiliates from, any
and all Losses arising from any material breach by SAVVIS or any member of the
SAVVIS Group of this Agreement and (ii) hold harmless Reuters, each member of
the Reuters Group and any Third Party Service Provider, and their respective
directors, officers, employees, agents, representatives and affiliates from, any
and all Losses arising from furnishing or any failure to furnish any Services
provided for in this Agreement other than as expressly provided in Sections 8.01
and 8.03 hereof.
(b) In no event shall SAVVIS have any liability for any incidental,
indirect, special or consequential damages, whether or not caused by or
resulting from negligence or breach of obligations hereunder and whether or not
informed of the possibility of the existence of such damages.
(c) Upon termination of this Agreement or the earlier termination of
any Services hereunder, SAVVIS and the members of the SAVVIS Group shall be
obligated to return to Reuters and each member of the Reuters Group, as soon as
is reasonably practicable, any equipment, hardware or other property thereof
relating to the Services which is in SAVVIS's control or possession.
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Section 8.05. Exclusion of Liability. EXCEPT AS PROVIDED IN SECTIONS 6.05,
8.01, 8.02, 8.03, 8.04 HEREOF, NO PARTY TO THIS AGREEMENT SHALL BE LIABLE TO THE
OTHER PARTY, IN CONTRACT (INCLUDING UNDER ANY INDEMNITY), TORT, WARRANTY, STRICT
LIABILITY OR ANY OTHER LEGAL THEORY FOR ANY LOSS THAT IS CAUSED BY A BREACH OF
THIS AGREEMENT OR ANY ACT OR OMISSION OF EITHER PARTY. EACH OF THE PARTIES SHALL
PROCURE THAT NO MEMBER OF THEIR RESPECTIVE GROUPS SHALL BRING ANY ACTION, CLAIM
OR PROCEEDINGS AGAINST THE OTHER PARTY OR A MEMBER OF THE OTHER PARTY'S GROUP,
OTHER THAN IN THE CIRCUMSTANCES EXPRESSLY CONTEMPLATED BY SUCH SECTIONS.
Section 8.06. Remedies for Breach; No Further Obligations; Limited
Services.
(a) The only remedies in respect of a breach of this Agreement are
those remedies expressly set out in this Agreement.
(b) In providing any of the Services hereunder, neither Reuters nor any
member of the Reuters Group shall be obligated to (i) hire any additional
employees, (ii) maintain the employment of any specific employee, or (iii)
purchase, lease or license any additional equipment or assets.
(c) It is understood and agreed that neither Reuters nor any member of
the Reuters Group shall be obligated to perform or cause any Third Party Service
Provider to perform any Services in a volume or quantity which exceeds the
historical volumes or quantities of such services performed for SAVVIS or any
member of the SAVVIS Group. Neither Reuters nor any member of the Reuters Group
shall be required to perform or cause any Third Party Service Provider to
perform any of the Services for the benefit of any third party or any other
entity other than SAVVIS or a member of the SAVVIS Group.
ARTICLE IX
CONTACT PERSON
Section 9.01. Contact Person. Reuters and SAVVIS shall each appoint an
employee or a consultant as the primary contact person for the other party with
respect to each of the Services. Either party may change its primary contact
person at any time upon written notice to the other party as provided for in
this Agreement.
ARTICLE X
TERM
Section 10.01. Term. Except where a shorter term is set forth in a Schedule
for a particular Service, the term of this Agreement shall commence on the
Effective Date and
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shall remain in effect for a period of five (5) years from the Effective
Date (the "Term"), unless and until earlier terminated hereunder with respect
to all, or with respect to any one or more of the Services, by either party in
accordance with this Agreement.
ARTICLE XI
TERMINATION
Section 11.01. Termination of Service by SAVVIS.
(a) SAVVIS may terminate this Agreement with respect to all, or with
respect to any one or more of the Services provided hereunder at any time and
from time to time, for any reason or no reason, by giving written notice to the
Reuters at least ninety (90) days prior to the date of such termination.
(b) SAVVIS shall terminate this Agreement with respect to any Service
provided hereunder where such Service can be provided by SAVVIS or any member of
the SAVVIS Group or a third party service provider as contemplated under Section
7.02(e) hereof by giving written notice to Reuters at least thirty (30) days
prior to such termination.
(c) SAVVIS may terminate this Agreement with respect to all, or with
respect to any one or more of the Services provided hereunder at any time and
from time to time, if Reuters has failed to a material degree to perform or
comply with or has violated to a material degree any 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 written notice
thereof from SAVVIS.
(d) If any termination hereunder results in additional costs and/or
penalties imposed by a Third Party Service Provider or incurred by the Service
Provider, SAVVIS shall be responsible for and shall indemnify the relevant
Service Provider for all such additional costs and/or penalties, provided,
however, that SAVVIS shall not be responsible for and shall not indemnify the
relevant Service Provider for all such additional costs and/or penalties
resulting from any termination of this Agreement by SAVVIS pursuant to Section
11.01 (c) hereof.
Section 11.02. Termination of Specific Services by Reuters. Reuters may
terminate this Agreement with respect to one or more of the Services provided
hereunder:
(a) at any time after the Term, for any reason or no reason, by giving
written notice to SAVVIS at least thirty (30) days prior to the date of such
termination;
(b) in the event SAVVIS or any member of the SAVVIS Group has the
technical capability and organizational resources to provide any Service
provided hereunder or a third party service provider can provide such Service as
contemplated under Section 7.02(e) hereof; and
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(c) as expressly provided in the applicable Schedule to this Agreement
with respect to a Service provided hereunder.
Section 11.03. Termination of the Agreement by Reuters. Reuters may
terminate the Agreement under the following conditions:
(a) if 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, and SAVVIS has failed to
cure such failure or violation within thirty (30) days after receiving written
notice thereof from Reuters;
(b) if SAVVIS has failed to pay any invoice that is not the subject of
a bona fide dispute, as provided by Section 6.04 of this Agreement, within ten
(10) days following the date on which such payment is due and Reuters has
provided SAVVIS with written notice thereof;
(c) if, other than as a result of breach by Reuters of its obligations
under the Network Service Agreement or its funding obligations pursuant to the
Funding Agreement, SAVVIS (i) becomes the subject of a voluntary or involuntary
bankruptcy which has not been dismissed within thirty (30) days following the
filing of any insolvency, reorganization or liquidation proceeding, (ii) makes
an assignment for the benefit of creditors, or (iii) admits in writing that it
is generally unable to pay its debts when due, immediately by giving written
notice to SAVVIS;
(d) upon execution of an agreement in respect of a business combination
or other transaction involving SAVVIS that would result in a "Change of Control"
(as that term is defined in the Network Services Agreement) of SAVVIS;
(e) if SAVVIS has failed in any material respect to perform its
obligations or has violated in any material respect any of the representations,
warranties or agreements under the Funding Agreements, and SAVVIS has failed to
cure such failure or violation within thirty (30) days after receiving notice
thereof from Reuters or any member of the Reuters Group; or
(f) if SAVVIS has failed in any material respect to perform its
obligations or has violated in any material respect any of the representations,
warranties or agreements under the Network Service Agreement, and SAVVIS has
failed to cure such failure or violation within thirty (30) days after receiving
notice thereof from Reuters or any member of the Reuters Group.
Section 11.04. Termination of Less than All of the Services. In the event
of any termination with respect to one or more, but less than all Services, this
Agreement shall continue in full force and effect with respect to any Services
not terminated hereby.
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ARTICLE XII
CONFIDENTIALITY
Section 12.01. 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.
Section 12.02. Use of Confidential Information. During the term of this
Agreement and for a period of five (5) 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.
Section 12.03. Permitted Disclosure. Notwithstanding Section 12.02 hereof,
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
subject to the appropriate assurances that the recipient of such information
shall hold it in strict confidence.
Section 12.04. Return of Confidential 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.
Section 12.05. 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
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
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requested waiver, it will do so in writing over the signature of an employee
authorized to grant such request. Any failure by a party to respond to such
request will not be deemed approval of such request.
Section 12.06. Remedy. 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.
Section 12.07. Public Information. Notwithstanding the foregoing, this
Section will not apply to any information which a party can demonstrate was:
(i) at the time of disclosure to it, in the public domain;
(ii) after disclosure to it, published or otherwise became
part of the public domain through no fault of the party;
(iii) in the possession of the receiving party at the time of
disclosure to it;
(iv) received after disclosure to it from a third party who
had a lawful right to disclose such information to it; or
(v) independently developed by it without reference to
Confidential Information of the other party.
Section 12.08.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.
Section 12.09. Disclosure to Certain Persons. 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
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confidentiality of such disclosure and not to use such disclosure for any
purpose other such due diligence review.
ARTICLE XIII
DISPUTE RESOLUTION
Section 13.01. 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 Contact Person 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 of receipt of a Dispute
Notice, then, the manager in charge of Reuters Business Technology Group (or
successor body or division) 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 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.
Section 13.02. 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
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.
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ARTICLE XIV
FORCE MAJEURE
Section 14.01. Events of 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, strikes, other concerted acts
of workers (excluding those of Reuters and/or SAVVIS), casualties, accidents or
other acts of God 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.
Section 14.02. Termination. In the event that a force majeure condition
shall continue for more than sixty (60) days, the non-claiming party may
terminate this Agreement to the affected portion of the Services with no further
liability to the other party other than for obligations incurred with respect to
such affected portion prior to the occurrence of the force majeure condition.
Section 14.03. Consequences. The consequences arising from the existence
and continuation of a force majeure condition, including without limitation any
interruption of the Services and the exercise by SAVVIS of its rights under this
Section 14.03, shall be deemed not to constitute a breach by either party hereto
of any representations, warranties or covenants hereunder.
ARTICLE XV
REMEDIES AND WAIVERS
Section 15.01. Delay or Omission. No delay or omission by any party to this
Agreement in exercising any right, power or remedy provided by law or under this
Agreement shall:
(A) affect that right, power or remedy; or
(B) operate as a waiver of it.
Section 15.02. Single or Partial Exercise. The single or partial exercise
of any right, power or remedy provided by law or under this Agreement shall not
preclude any other or further exercise of it or the exercise of any other right,
power or remedy.
Section 15.03. Cumulative Rights. The rights, powers and remedies provided
in this Agreement are cumulative and not exclusive of any rights, powers and
remedies provided by law.
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ARTICLE XVI
COSTS AND EXPENSES
Section 16.01. Costs and Expenses. Except as otherwise stated in this
Agreement, each party shall pay its own costs and expenses in relation to the
negotiation, preparation, execution and carrying into effect of this Agreement.
ARTICLE XVII
ASSIGNMENT
Section 17.01. SAVVIS Assignment. SAVVIS may not assign or delegate this
Agreement or any of its rights and obligations hereunder without the prior
written consent of Reuters. Any unauthorized assignment or delegation shall be
null and void.
Section 17.02. Reuters Assignment. Reuters may assign any or all of its
rights or delegate its obligations under this Agreement without the consent of
SAVVIS by delivering a written notice of such an assignment to SAVVIS.
Section 17.03. Succession. Subject to Sections 17.01 and 17.02 above, this
Agreement shall be binding upon and inure to the benefit of the parties hereto
and their respective successors and assigns, and except as otherwise expressly
provided herein, no other person shall have any right, benefit or obligation
hereunder.
ARTICLE XVIII
ANNOUNCEMENTS
Section 18.01. Press Release and Public Announcements. 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
its issuance.
Section 18.02. Duration of Restrictions. The restrictions contained in this
Article XVIII shall continue to apply to each party without limit in time.
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ARTICLE XIX
DATA PROTECTION AND PRIVACY
Section 19.01. SAVVIS's Instructions. Reuters undertakes to SAVVIS that it
shall not process any data of SAVVIS (including personal data of SAVVIS
Customers) as part of the Services unless it is acting on the instructions of
SAVVIS. SAVVIS agrees to indemnify Reuters, the Reuters Group and its respective
directors, officers, employees, agents, successors and assigns from and against
any and all Losses if Reuters, or the applicable member of the Reuters Group,
acts in reliance on the instructions of SAVVIS or another member of the SAVVIS
Group, and such instructions (and not the independent acts or omissions of
Reuters or the applicable member of the Reuters Group) directly result in
Reuters or the applicable member of the Reuters Group breaching any applicable
law concerning data processing and data privacy in connection with the rendering
of the Services pursuant to this Agreement.
Section 19.02. Privacy Policy. For any data provided to Reuters or any
other member of the Reuters Group by SAVVIS or any member of the SAVVIS Group on
behalf of SAVVIS customers, Reuters agrees to protect and use such data only in
accordance with the privacy policy of Reuters (as the same may be amended from
time to time by Reuters to include any other reasonable terms as Reuters may
determine in its sole discretion) provided to SAVVIS, until such time as SAVVIS
develops its own privacy policy, in which case such SAVVIS privacy policy shall
replace the Reuters privacy policy for purposes of this Section 19.02, so long
as the terms of such SAVVIS privacy policy are not more onerous and do not
impose additional obligations on Reuters with respect to the protection and use
of such data (the "Privacy Policy"). At no time shall Reuters archive or keep
any records or back up of such data unless such data is maintained in accordance
with the Privacy Policy.
Section 19.03. Mutual Warranty. 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 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.
Section 19.04. Processing Data. Reuters shall cause any subcontractors it
or any member the Reuters Group uses in processing any personal data of the
SAVVIS Group or any Third Party Customer to comply with the provisions of this
Section 19.
ARTICLE XX
GENERAL PROVISIONS
Section 20.01. Non-Solicitation. The parties agree that during the Term of
this Agreement, neither party will hire or solicit for employment any employee
of the other party or any employee of any member of the Reuters Group or SAVVIS
Group, as the
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<PAGE>
case may be, or encourage an employee of the other party or any employee of any
member of the Reuters Group or SAVVIS Group, as the case may be, to leave such
other party's or such member's employment; provided, however, that the foregoing
shall not prevent any party hereto or any member of the SAVVIS Group or Reuters
Group, as the case may be, from using advertisements of job openings in
publications or an independent employment agency (so long as it is not directed
to solicit the employment of any employees as prohibited hereunder) in
soliciting and hiring employees of the Reuters Group or SAVVIS Group, as the
case may be, and either party and the applicable members of the SAVVIS Group or
Reuters Group may respond to any unsolicited inquiries from employees of the
other party hereto and from employees of the Reuters Group or the SAVVIS Group,
as the case may be, and hire any such employees that have made such unsolicited
inquiries concerning employment.
Section 20.02. 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 copy to: General Counsel
Reuters Limited
85 Fleet Street
London, EC4P 4AJ
44-207-542-5896 (fax)
If to SAVVIS: SAVVIS Communications Corporation
12851 Worldgate Drive
Herndon, VA 20170
Attention: Executive Vice President,
Strategic
Development
(703) 234-8374 (fax)
With 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,
26
<PAGE>
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.
Section 20.03. 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.
Section 20.04. 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.
Section 20.05. Relationship of the Parties. Nothing in this Agreement and
no action taken by the parties under this Agreement shall be construed to create
a joint venture, partnership or agency relationship between any of the parties.
All Reuters employees, consultants, advisors or subcontractors (regardless of
whether or not such persons are employed by any member of the Reuters Group)
providing Services, Additional Services or Non Specified Services pursuant to
this Agreement on behalf of Reuters or any member of the Reuters Group shall
remain Reuters personnel and shall not constitute SAVVIS personnel.
Section 20.06. 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.
Section 20.07. Third Party Rights. This Agreement shall not confer any
rights and remedies upon any person or entity other than the parties and their
respective successors and permitted assigns.
Section 20.08. WAIVER OF JURY TRIAL. Each party to this Agreement waives
any right to trial by jury in any action, matter or proceeding regarding this
Agreement or provision hereof.
Section 20.09. Amendments. No amendment of any provision of this Agreement
shall be valid unless the same shall be in writing and signed by Reuters and
SAVVIS.
Section 20.10. Governing Law. This Agreement shall be governed by and
construed in accordance with the domestic laws 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
27
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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.
28
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[SIGNATURE PAGE TO TRANSITIONAL SERVICES AGREEMENT]
IN WITNESS WHEREOF the parties hereto have caused this
Transitional Service 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
29
<PAGE>
SCHEDULE 1
FIELD AND TECHNICAL SERVICES
1. DESCRIPTION OF SERVICES.
1.1 Capitalized terms used but not otherwise defined in this
Schedule 1 have the meanings or interpretations provided in the
Transitional Services Agreement or the Network Services
Agreement, as may be applicable.
1.2 FIELD SERVICES. During the term of this Schedule 1, Reuters or
the applicable member of the Reuters Group will provide the
following services to SAVVIS (the "FIELD SERVICES"):
(A) Provide or cause to be provided the installation of solely
the equipment set forth in Section 1.5 below (as may be
amended from time to time) as necessary for the operation
of the Network and the connection of the computer networks
of Reuters Customers, Supported Third Party Customers, and
Third Party Customers to the Network.
(B) Provide or cause to be provided the installation of the
equipment set forth in Section 1.5 below (as many be
amended from time to time) that may be required in response
to an order for new Field Services from a Reuters Customer,
a Supported Third Party Customer, or a Third Party
Customer.
(C) SAVVIS shall provide Reuters with the names and addresses
of all Third Party Customers, and any other data pertaining
to Third Party Customers as may be necessary for Reuters to
perform the services set forth in this Schedule 1.
(D) Provide or cause to be provided the installation of
equipment relating to the expansion or modification of the
backbone of the Network. Such expansion or modification
shall be subject to the sole discretion of Reuters. If
Reuters decides not to perform such expansion or
modification of the backbone of the Network, SAVVIS may
contract with a third party to perform such expansion or
modification. If, after obtaining any such service from
another service provider, SAVVIS should request to receive
such service again from Reuters, the renewal of the
provision of any such service shall be subject to Reuters
prior written consent, which consent shall not be
unreasonably withheld or delayed.
(E) Employ or procure the employment of field and technical
personnel as are necessary to configure and install the
equipment provided pursuant to this Section 1.
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(F) Retain responsibility for the care, maintenance and repair
for the equipment comprising the Network, including
equipment that comprises part of the backbone of the
Network.
(G) Provide or cause to be provided support services, either in
regularly scheduled maintenance visits or for emergency or
urgently requested services, using such tools (including
manuals) as provided by SAVVIS. Such support services
include, along with such other support services as may be
mutually agreed upon by SAVVIS and Reuters:
(i) Verifying that the following are on site: two
combined routers and CSU interfaces, and two modems;
and install the equipment in the pre-installed rack;
(ii) Connecting the T1 line to the router/Integrated
Access Device ("IAD") or to other routers as may be
necessary;
(iii) Connecting (via cable) the router/IAD to the hub;
(iv) Connecting the modem to the router/IAD.
1.3 EXECUTION OF THE FIELD SERVICES. The Field Services will be
provided within normal business hours in the relevant
jurisdiction (except as provided below), Monday through Friday
excluding official holidays on which commercial banks in the
relevant jurisdiction are closed. Work orders scheduled during
normal business hours shall be billed in accordance with Section
3 herein. Work orders for urgent response services that are
provided outside normal business hours shall be billed as urgent
services as set forth in Section 3 herein.
Reuters will use commercially reasonable efforts to provide
the services of installing, removing, and changing
SAVVIS-supplied units in accordance within the following
timeframes; provided, however, that Reuters failure to meet
these time frames will not be considered a breach of the
Agreement or result in any penalty or termination rights in
favor of SAVVIS:
o Work orders for planned events: 3-5 days for Field
Services provided in the U.S.
o Trouble tickets for scheduled same day, non-urgent (for
off-market hour arrival) or next day requests (available
when customer is unable to do business or delay in service
will have significant business impact): 1-2 days for Field
Services provided in the U.S.
o Trouble tickets for urgent requests: 2-4 hours for
Field Services provided in the U.S.
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1.4 SERVICE IMPLEMENTATION. That parties acknowledge that
implementation of the Field Services set forth herein by Reuters
is contingent upon SAVVIS's timely delivery of the following
information and materials:
(i) The physical address (street address, city, state, zip
code, end user phone number) and configuration
designation for each end user location in an
electronic format acceptable to Reuters.
(ii) Sufficient replacement equipment, software, and tools
to be supplied to Reuters-specified locations, to
allow Reuters to fulfill its obligations hereunder.
(iii) The documentation and manuals related to all support
procedures for each SAVVIS configuration.
(iv) All training required related to the support for each
SAVVIS configuration.
(v) All tables and other technical equipment for
technicians to perform installation services.
1.5 TECHNICAL SPECIFICATIONS.
The following is a current list of the equipment to be supported by
Reuters. Any amendments to the following list are subject to Reuters
prior approval, which approval must be evidenced by email or other
writing.
ADC-72656 ADC Kentrox 656 single port T1 DSU
ASC-BAX100160AC/01 PSAX 100 Ch 10/1
ASC-BAX50T1C PSAX 50 Ch w/DS1
ASC-P85-1UBRI Pipeline 85
BAY-CG1001A01 Bay, 10 Base T-12 port hub
BAY-CG1001E01 Bay, 10 Base T-12 port hub
BAY-CV1001004 BayStack ARN Ethernet Base Unit (16M dram)
CIS-2610 Standard Savvis CISCO 2610
CIS-2611 Standard Savvis CISCO 2611Dual Enet
CIS-2620 Standard Savvis CISCO 2620
CIS-2621 Standard Cisco 2621 Dual 10/100 Enet
CIS-3640 Standard Cisco 3640
ISS-IP330/50-WO ISS-IP330/50-WO
MIR-MON-14 Monitor, 14" Monochrome, Miracle
NOK-IP-330/01 NOK-IP-330/01
NOR-UE640/03 Nortel UE640 DS3
NTG-HUB-16/100 Hub, 16-port, 10/100BaseT, Netgear
NTG-HUB-8/100 Hub, 8-port, 10/100BaseT, Netgear
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QUAN-TD-80GB Quantum 40/80Gb
USR-MOD-56K-EX Modem/FAX 56K V.90 External USRobotics
Veritas Software Product For SAVVIS Host
Checkpoint Software Product line For SAVVIS Host
Microsoft Web Software Line For SAVVIS Host
BLK-SW-SW713A Switch, AutoRelay, Parallel Interface,
CPQ-MON-15FP/01 Monitor, 15" Flat Panel, Compaq TFT5010
CPQ-MON-18FP/01 Monitor, 18" Flat Panel, Compaq TFT8020
DELL-MON-17 Monitor, 17-inch Model P780, Dell
DELL-MON-21 Monitor, 21-inch Model V115, Optiquest
DELL-PC-750P3/1U06 System, PowerAppweb 750hz 1U, 256Mb BCS
DELL-PC-866P3/J02 Server NT, 256Mb, w/Combo NIC, Image
FAL-SW-KVM-8A Switch, 8-port KVM with Cables
HP-C4213A Printer LaserJet 6Pxi, Hewlett Packard
HP-J2591A JetDirect EX Plus, RJ45 and BNC
HUGH-DISH Hughes DSS Dish and LNB, Direct DUO
HUGH-RCVR-DSS Hughes DSS Receiver
SVR-RACKMOUNT-DUAL System PowerEdge
SUN-ULTRA5 Reuters Sun server Line
SUN-ULTRA60 Reuters Sun server Line
HYDRA-WEB Load Balancers for the BIT servers
1.6 FORECASTS. SAVVIS shall use its best efforts to provide
forecasts of Field Services that will be requested on a
quarterly basis to Reuters. Such forecasts shall not create a
binding obligation for either party. Any such forecast shall not
comprise an exclusive list of the Field Services that may be
requested, nor is SAVVIS obligated to request all such
forecasted Field Services of Reuters or any member of the
Reuters Group.
1.7 TRAINING REQUIRED. All Field Services will be provided and
performed by Reuters personnel who will receive materials and
documentation for training by SAVVIS in accordance with this
Section 1.7. All such materials and documentation shall be
provided at SAVVIS's sole cost and expense. At its option and in
its sole discretion, Reuters may cause the Services to be
provided by Third Party Service Providers who will receive
training packages identical to those provided to Reuters
personnel. SAVVIS will provide the training in the following
manner:
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(A) SAVVIS will provide Reuters with all the necessary
information, processes, scripts and training materials
for Reuters to distribute to field technicians and such
information, processes, scripts and training material
shall be updated from time to time. In order for Reuters
field technicians to familiarize themselves with the
SAVVIS environment, Reuters will distribute these
training materials and documentation, either on a
SAVVIS-supplied CD or electronically via the Internet,
prior to providing any applicable Field Services.
(B) Reuters personnel who will be assigned to this project
will have the technical skills reasonably necessary to
provide the Field Services in a manner consistent with
the standard in effect from time to time at which such
services are provided to Reuters Customers.
(C) Reuters will train the help desk staff as reasonably
required and at a level consistent with the services
Reuters provides to Reuters Customers.
(D) SAVVIS will provide required procedures related to
responding to service requests to Reuters and will update
such procedures when applicable. Reuters will follow
these procedures in providing the Field Services,
provided that any procedures provided to Reuters by
SAVVIS must be reviewed and accepted by Reuters prior to
deploying such procedures.
(E) In the event that SAVVIS reasonably believes that the
performance of a specific member of Reuters personnel is
not satisfactory with respect to providing the Field
Services, SAVVIS may raise the matter with Reuters, and
request that Reuters replace such person; provided,
however, that any decision to remove any such person
remains solely with Reuters.
1.8 INSTALLATION MANUALS AND TOOLS. SAVVIS will provide Reuters with
all equipment required to provide and perform the Field
Services. If additional equipment is required, SAVVIS will
either provide such equipment or provide the means of
procurement for such equipment in a manner that is mutually
agreed upon by SAVVIS and Reuters. SAVVIS will bear any
reasonable costs and expenses incurred by Reuters, if any, in
the provision of additional tools. SAVVIS will provide all
hardware, problem determination, testing, software and media for
delivery of the Field Services, and will maintain such hardware
in good operating condition and will upgrade the hardware and
software as necessary.
2. AREA OF SERVICES. The Field Services shall be provided solely in the
United States and Canada.
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<PAGE>
3. PRICING OF SERVICES. From the Effective Date up to and including
December 31, 2001, Reuters will be compensated by SAVVIS for the
Services as provided in Section 5.01 of the Transitional Services
Agreement. Beginning on January 1, 2002 and continuing thereafter,
Reuters will be compensated by SAVVIS for the Services in the following
manner:
3.1 REUTERS CUSTOMERS. Reuters Cost plus a [**] Mark-up.
3.2 SUPPORTED THIRD PARTY CUSTOMERS. Reuters will be compensated by
SAVVIS for such Field Services provided to Supported Third Party
Customers at Reuters Cost plus a [**] Mark-up.
3.3 THIRD PARTY CUSTOMERS:
(A) FIELD SERVICES. SAVVIS shall reimburse Reuters for
Reuters Cost in providing the Field Services plus a [**]
Mark-up, or the then-current market rate for such
services, whichever is higher.
(B) INSTALLATION AND REPAIRS. Reuters will be compensated by
SAVVIS for the installation and repair of equipment for
Third Party Customers provided in accordance with this
Schedule 1 on a time and materials basis for the Cost
plus a [**] Mark-up, or the then-current market rate for
such installation or repair, whichever is higher.
(C) URGENT SERVICES. If the Field Services are performed as
urgent or emergency, Reuters will be compensated for the
Cost plus a [**] Markup, or the then-current market rate
for such Field Services, whichever is higher.
(D) All charges set forth above include all travel expenses,
including travel time to the relevant site, and other
related incidental expenses. The charge mechanisms set
forth in Sections 3.3(A)-(C) apply unless no
cost-tracking process has been implemented, in which case
Reuters will be compensated for personnel at [**] per
man/hour with a two (2) hour minimum during normal
business hours, and [**] per man/hour with a two (2) hour
minimum outside of normal business hours.
3.4 PRICE REVIEW. Price reviews may be conducted by Reuters
semi-annually in the applicable geographic location, provided
that Reuters shall give thirty (30) days prior written notice of
price reviews to SAVVIS prior to the implementation of such
price reviews. If the Field Services are outsourced and a
third-party outsourcer increases its prices for such Field
Services, Reuters is entitled to increase its charges prior to
the next semi-annual price review.
[**] CONFIDENTIAL TREATMENT REQUESTED
1-6
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4. CHANGES TO SERVICES. If Reuters, in its reasonable discretion
determines that certain changes or modifications to the Field Services
are required, Reuters will submit such changes or modifications in
writing to SAVVIS's nominated representative specified in the Customer
Operations Manual (each, a "Change"). Each such Change shall (i)
describe the Change necessary to the Field Services, (ii) identify why
such Change is necessary, (iii) any change in the cost of providing the
Field Services as a result of such Change, and (iv) any other
information that SAVVIS may need to evaluate such Change. Within thirty
(30) days following receipt of notification of such Change, SAVVIS will
inform Reuters whether it approves of the Change, and such approval
will not be unreasonably denied or withheld. If SAVVIS does not approve
of such Change, it will inform Reuters in writing of its reasons for
withholding its approval; and the parties will negotiate in good faith
for an acceptable change.
5. TERM OF SERVICES.
5.1 REUTERS CUSTOMERS. Reuters will provide or cause to be provided
Field Services to Reuters Customers from the Effective Date for
a period of twelve (12) months, unless terminated earlier
pursuant to Section 11 of the Agreement or as provided in this
Schedule 1. Reuters shall have the right to extend the term of
such Field Services for successive one (1) year intervals
indefinitely.
5.2 SUPPORTED THIRD PARTY CUSTOMERS. Reuters will provide or cause
to be provided Field Services to Supported Third Party Customers
from the Effective Date for a period of three (3) years, unless
terminated earlier pursuant to Section 11 of the Agreement or as
provided in this Schedule 1.
5.3 THIRD PARTY CUSTOMERS. Reuters will provide or cause to be
provided Field Services to Third Party Customers from the
Effective Date until January 1, 2002, unless such Field Services
are terminated earlier pursuant to Section 11 of the Agreement
or as otherwise provided in this Schedule 1.
6. TERMINATION OF SERVICES.
6.1 REUTERS CUSTOMERS. Reuters may terminate its obligation to
provide the Field Services to Reuters Customers in accordance
with the procedures set forth in Section 11 of the Agreement.
6.2 SUPPORTED THIRD PARTY CUSTOMERS. Reuters or SAVVIS may terminate
the obligation to provide Field Services to Supported Third
Party Customers in accordance with the procedures set forth in
Section 11 of the Agreement. If SAVVIS terminates its agreement
to provide services to any Supported Third Party Customer,
Reuters obligation to provide Field Services to such Supported
Third Party Customer shall concurrently terminate. If Reuters
obligation to provide Field Services to any
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Supported Third Party Customer terminates, Reuters obligation to
provide those Field Services to SAVVIS for such Supported Third
Party Customer shall concurrently terminate.
6.3 THIRD PARTY CUSTOMERS. Reuters obligation to provide Field
Services to Third Party Customers shall terminate on January 1,
2002.
7. LIMITATION ON THIRD PARTY SERVICE PROVIDERS. Reuters agrees that if it
decides to cause any Field Services to be provided by a Third Party Service
Provider, Reuters shall not use any of the following entities as such Third
Party Service Provider:
o [**]
o [**]
o [**]
o [**]
[**] CONFIDENTIAL TREATMENT REQUESTED
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SCHEDULE 2
CALL CENTER OPERATIONS
AND NETWORK MONITORING SERVICES
1. DESCRIPTION OF SERVICES.
1.1 Capitalized terms used but not otherwise defined in this
Schedule 2 have the meanings or interpretations provided in the
Transitional Services Agreement or the Network Services
Agreement, as may be applicable.
1.2 CALL CENTER SERVICES. During the term of this Schedule 2,
Reuters will provide the following services to SAVVIS and the
applicable members of the SAVVIS Group (the "Call Center
Services"):
(A) Reuters will use all commercially reasonable efforts to
provide first- and second-level support through call center
operations twenty-four (24) hours a day, seven (7) days a
week, to SAVVIS or any member of the SAVVIS Group and such
Service shall be provided in a manner consistent with the
standards at which such Services are maintained for Reuters
customers.
(B) Reuters will ensure that mean Response Time will not exceed
four (4) hours for calls regarding services needed within
the United States; provided, however, that the
aforementioned response time may be reviewed and amended at
least once annually in order to reflect standards generally
used in the telecommunications industry. The number of
lines and staff will be such that the mean average wait
time per call will not exceed two (2) minutes. "RESPONSE
TIME" shall mean the time period measured from when a call
is answered by Call Center personnel until such personnel
communicates the proposed resolution to the request to the
customer.
(C) Written requests for information related to products and
services, related to the Call Center Services, provided
from SAVVIS to Reuters or from Reuters to SAVVIS, will be
responded to within five (5) business days following such
request, unless otherwise agreed to by Reuters and SAVVIS.
1.3 EXECUTION OF THE CALL CENTER SERVICES. Help desk inquiries will
be escalated as follows:
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<PAGE>
OUTAGE EXAMPLES MTTR CHART SHOWS HOW LONG BEFORE ESCALATION TO THIS LEVEL.
SEVERITY (HOURS)=========================================================================
LEVEL 2 LEVEL 3 LEVEL 4 LEVEL 5 LEVEL 6
TECHNICAL DM NOC TAC TAC-II ENGINEERING
MANAGEMENT SHIFT MANAGER DIRECTOR VP
I SINGLE SITE 6 IMMEDIATE AFTER 24
TAIL-CIRCUIT HOURS, ESC TO
ISSUE. VENDOR RELATIONS VP
I SINGLE SITE 8 IMMEDIATE 30 MINUTES 2 HOURS 2 HOURS 2 HOURS
SAVVIS ISSUE.
II MULTIPLE SITES 4 IMMEDIATE IMMEDIATE 30 MINUTES 2 HOURS 2 HOURS
OR USERS
IMPAIRED
III TOP 25 CLIENTS 6 IMMEDIATE IMMEDIATE 30 MINUTES 2 HOURS 2 HOURS
1.4 NETWORK MONITORING SERVICES. During the term of this Schedule 2,
Reuters will provide proactive monitoring and notification,
resolution and management control of all issues within the
Network (the "Network Monitoring Services"). Reuters will
provide Network Monitoring Services hereunder on the same
standards that Bridge provided such Network Monitoring Services
immediately prior to the Effective Date of this Agreement.
1.5 TECHNICAL SPECIFICATIONS. Reuters will utilize Vantive or other
similar software, with compatible functionality reasonably
acceptable to SAVVIS, in connection with the provision of Call
Center Services and Network Monitoring Services hereunder, and
will maintain the most current version of such software, with
the following capabilities:
(A) Maintenance of a database of client information, including
each client's name, address, the responsible internal
personnel, site ID, and site configuration.
(B) Data collection for Local Access Loops & hosting clients
with the following specifications:
(i) Data collection with input of all client data into
HP Openview once every twenty-four (24) hours;
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(ii) Supports all Network devices;
(iii) Supports Third Party Customers' continued use of
SAVVIS Opstats-based data collection.
(C) Real-time event collection.
1.6 CHANGES TO THE SERVICES. If Reuters, in its reasonable
discretion determines that certain changes or modifications to
the Call Center Services or Network Monitoring Services are
required, Reuters will submit such changes or modifications in
writing to SAVVIS's nominated representative specified in the
Customer Operations Manual (each, a "CHANGE"). Each such Change
shall (i) describe the Change necessary to the Call Center
Services or Network Monitoring Services, (ii) identify why such
Change is necessary, (iii) identify any change in the cost of
providing the Call Center Services or Network Monitoring
Services as a result of such Change, and (iv) include any other
information that SAVVIS may need to evaluate such Change. Within
thirty (30) days following receipt of notification of such
Change, SAVVIS will inform Reuters whether it approves of the
Change, and such approval will not be unreasonably denied or
withheld. If SAVVIS does not approve of such Change, it will
inform Reuters in writing of its reasons for withholding its
approval; and the parties will negotiate in good faith for a
mutually acceptable alternative change.
1.7 MIGRATION OF SYSTEM. Reuters reserves the right to transition to
the use of a software system other than any software set forth
in this Schedule 2, including, without limitation, Vantive
(subject to the provisions of Section 1.5 of this Schedule 2),
in its sole discretion. SAVVIS shall thereafter assume all
responsibility for the maintenance, operation and development of
Vantive if SAVVIS wishes to continue using Vantive. The use,
maintenance or operation of any software to be used for Call
Center Services or Network Monitoring Services is subject to the
licenses and consents that may be required by any third party.
1.8 SAVVIS'S OBLIGATIONS. During the term of the Call Center
Services, if Reuters receives any help request from any Reuters
Customers, Supported Third Party Customers, or Third Party
Customers comprising an issue related to the Network, Reuters
shall notify SAVVIS of such help request and SAVVIS shall be
responsible for resolving all issues related to such request.
SAVVIS will not take any action to block Reuters real-time
electronic access to such databases as are necessary for Reuters
to provide the Call Center Services and Network Monitoring
Services, including without limitation code that is currently
available, such as Optivity and NavisCore. All reports shall
include at a minimum all information provided by SAVVIS to
Bridge immediately prior to the Effective Date of
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this Agreement as well as any other information reasonably
requested by Reuters.
1.9 TRAINING REQUIRED. SAVVIS will be responsible for training the
Reuters personnel that have been assigned by Reuters to provide
the Call Center Services and Network Monitoring Services, and
Reuters will be responsible for making Reuters personnel
available for such training. SAVVIS will provide the training in
the following manner:
(A) SAVVIS will provide Reuters with information, processes,
scripts and/or training materials for Reuters to distribute
to help desk personnel on a continuous basis and will
update such information, process, scripts and/or training
materials when necessary.
(B) Reuters personnel who will be assigned to this project will
have the technical skills necessary to participate in
problem determination and call escalation in a manner
consistent with the standard at which such services are
provided by Reuters own help desk personnel.
(C) Reuters will train the help desk and monitoring staff as
reasonably required and at a level consistent with the
services Reuters provides to other customers.
(D) SAVVIS will provide Reuters with any required procedures
related to responding to service requests and will update
such procedures when applicable. Reuters will follow these
procedures for all requests by Third Party Customers,
provided that procedures provided to Reuters by SAVVIS must
be reviewed and accepted by Reuters prior to deploying such
procedures. None of such procedures shall require that any
Third Party Customer be assisted with greater priority than
any non-Third Party Customer or for an uneven allocation of
resources among all customers that may seek assistance from
the help desk.
(E) In the event that SAVVIS reasonably believes that the
performance of a specific member of Reuters personnel is
not satisfactory with respect to providing the Call Center
Services or Network Monitoring Services, SAVVIS may raise
the matter with Reuters, and request that Reuters replace
such person; provided, however, that any decision to remove
any such person remains solely with Reuters.
(F) Any training of Reuters personnel by SAVVIS that must be
done in person will be conducted at locations to be
determined by Reuters, at SAVVIS's expense. SAVVIS will
reimburse Reuters for Reuters actual, pre-approved,
documented costs for travel,
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lodging, meals, entertainment and time (at an hourly rate
to be determined) associated with SAVVIS's training of
Reuters employees that are approved in writing by Reuters,
SAVVIS may also utilize electronic methods to train Reuters
personnel, including without limitation, CD-ROMs and the
Internet.
2. AREA OF SERVICES. Reuters will provide toll-free calling access to the
help desk from the United States and Canada, and monitoring for the
Network in the United States and Canada. All Call Center Services will
be provided in English only.
3. PRICING OF SERVICES. From the Effective Date up to and including
December 31, 2001, Reuters will be compensated by SAVVIS for the
Services as provided in Section 5.01 of the Transitional Services
Agreement. Beginning on January 1, 2002, and continuing thereafter:
(A) SAVVIS will compensate Reuters for the Call Center Services at
Reuters Cost thereof plus a [**] Mark-up.
(B) SAVVIS will compensate Reuters for all Network Monitoring
Services at Reuters Cost thereof plus a [**] Mark-up.
4. TERM OF SERVICES.
4.1 REUTERS CUSTOMERS. Reuters will provide or cause to be provided
the Call Center Services and the Network Monitoring Services to
Reuters Customers from the Effective Date for a period of twelve
(12) months, unless earlier terminated pursuant to Section 11 of
the Agreement or as provided in this Schedule 2. Reuters shall
have the right to extend the term for additional one (1) year
intervals indefinitely.
4.2 SUPPORTED THIRD PARTY CUSTOMERS. Reuters will provide or cause
to be provided the Call Center Services and the Network
Monitoring Services to Supported Third Party Customers from the
Effective Date for a period of twelve (12) months, unless
earlier terminated pursuant to Section 11 of the Agreement or as
provided in this Schedule 2.
4.3 THIRD PARTY CUSTOMERS. Reuters will provide or cause to be
provided the Call Center Services and the Network Monitoring
Services to Third Party Customers from the Effective Date for a
period of twelve (12) months, unless earlier terminated pursuant
to Section 11 of the Agreement or as provided in this Schedule
2.
5. TERMINATION OF SERVICES.
5.1 REUTERS CUSTOMERS. Reuters may terminate the provision of Call
Center Services or Network Monitoring Services to Reuters
Customers, in whole
[**] CONFIDENTIAL TREATMENT REQUESTED
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or in part, in accordance with the procedures set forth in
Section 11 of the Agreement.
5.2 SUPPORTED THIRD PARTY CUSTOMERS. Reuters or SAVVIS may terminate
the provision of the Call Center Services or Network Monitoring
Services to Supported Third Party Customers in accordance with
the procedures set forth in Section 11 of the Agreement,
provided that such termination shall be concurrent with the
termination of any service agreement between SAVVIS and such
Supported Third Party Customer. If Reuters obligation to provide
Call Center Services or Network Monitoring Services to any
Supported Third Party Customer terminates, Reuters obligation to
provide those Call Center Services or Network Monitoring
Services to SAVVIS for such Supported Third Party Customer shall
concurrently terminate.
5.3 THIRD PARTY CUSTOMERS. Any and all Call Center Services or
Network Monitoring Services provided to any and all Third Party
Customers shall terminate twelve (12) months following the
Effective Date, unless earlier terminated pursuant to Section 11
of the Agreement.
6. LIMITATION ON THIRD PARTY SERVICE PROVIDERS. Reuters agrees that if it
decides to cause any Call Center Service or Network Monitoring Services
to be provided by a Third Party Service Provider, Reuters shall not use
any of the following entities as such Third Party Service Provider:
o [**]
o [**]
o [**]
o [**]
o [**]
o [**]
o [**]
o [**]
o [**]
o [**]
o [**]
o [**]
o [**]
o [**]
o [**]
o [**]
o [**]
o [**]
[**] CONFIDENTIAL TREATMENT REQUESTED
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SCHEDULE 3
CDEV/CUSTOMER ORDER SERVICES
1. DESCRIPTION OF SERVICES. Capitalized terms used but not otherwise
defined in this Schedule 3 have the meanings or interpretations
provided in the Transitional Services Agreement or the Network Services
Agreement, as may be applicable.
1.1 CDEV/CUSTOMER ORDER SERVICES.
(A) Reuters or the applicable member of the Reuters Group
will provide the necessary services to receive and
process orders from prospective customers for the
products and services offered by successors of Bridge
or by SAVVIS on the Network (the "CDEV/CUSTOMER ORDER
SERVICES"), including:
(i) Completing Network Creation forms;
(ii) Managing equipment shipping;
(iii) Dispatching field technicians;
(iv) Calling customers for service reviews;
(v) Confirming client orders;
(vi) Scheduling firm dates with clients;
(vii) Scheduling turn-up dates;
(viii) Finalizing the turn-up; and
(ix) Closing any order.
(B) Written requests for information from SAVVIS to
Reuters and members of the Reuters Group or from
Reuters and members of the Reuters Group to SAVVIS
will be responded to within five (5) business days,
unless otherwise agreed to by Reuters and SAVVIS.
(C) If Reuters, in its reasonable discretion determines
that certain changes or modifications to the
CDEV/Customer Order Services are required, Reuters
will submit such changes or modifications in writing
to SAVVIS's nominated representative specified in the
Customer Operations Manual (each, a "Change"). Each
such Change shall (i) describe the Change necessary
to the CDEV/Customer Order Services, (ii) identify
why such Change is necessary, (iii) identify any
change in the cost of providing the CDEV/Customer
Order Services as a result of such Change, and
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(iv) include any other information that SAVVIS may
need to evaluate such Change. Within thirty (30) days
following receipt of notification of such Change,
SAVVIS will inform Reuters whether it approves of the
Change, and such approval will not be unreasonably
denied or withheld. If SAVVIS does not approve of
such Change, it will inform Reuters in writing of its
reasons for withholding its approval; and the parties
will negotiate in good faith for an acceptable
change.
1.2 SAVVIS'S OBLIGATIONS. SAVVIS shall provide Reuters with access to
all databases and software applications, as may be necessary, to
fulfill Reuters obligations under this Schedule 3.
1.3 TRAINING REQUIRED. SAVVIS will be responsible for training the
Reuters personnel which have been assigned by Reuters to provide
the CDEV/Customer Order Services, and Reuters will be responsible
for making Reuters personnel available for such training. SAVVIS
will provide the training in the following manner:
(A) SAVVIS will provide Reuters or members of the Reuters Group
with information, processes, scripts and/or training
materials for Reuters or members of the Reuters Group to
distribute to order processing personnel. Order processing
personnel will be made available as appropriate for
training on processes and tools.
(B) Reuters personnel who will be assigned to this project will
have the skills necessary to participate in problem
determination and order processing in a manner consistent
with the standard in effect from time to time at which such
Services are provided to Reuters Customers.
(C) Reuters will train the CDEV/Customer Order Services staff
as reasonably required and at a level consistent with the
services Reuters provides to other customers.
(D) SAVVIS will provide required procedures to Reuters. Reuters
will follow these procedures related to processing orders
under the direction of the Third Party Customer order
processing management personnel. Procedures provided to
Reuters by SAVVIS must be reviewed and accepted by Reuters
prior to deploying these procedures.
(E) In the event that SAVVIS reasonably believes that the
performance of a specific member of Reuters personnel is
not satisfactory with respect to providing the
CDEV/Customer Order Services, SAVVIS may raise the matter
with Reuters, and request that Reuters replace
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such person; provided, however, that any decision to remove
any such person remains solely with Reuters.
(F) Any training of Reuters personnel by SAVVIS that must be
done in person will be conducted at locations to be
determined by Reuters, at SAVVIS's expense. SAVVIS will
reimburse Reuters for Reuters actual, pre-approved,
documented costs and expenses for travel, lodging, meals,
entertainment and time (at an hourly rate to be determined)
associated with SAVVIS's training of Reuters employees that
are approved in writing by Reuters SAVVIS may also utilize
electronic methods to train Reuters personnel, including
without limitation, CD-ROMs and the Internet.
2. AREA OF SERVICES. Reuters will provide the CDEV/Customer Order Services in
the United States and Canada only.
3. PRICING OF SERVICES. From the Effective Date up to and including December
31, 2001, Reuters will be compensated by SAVVIS for the Services as
provided in Section 5.01 of the Transitional Services Agreement. Beginning
on January 1, 2002, and continuing thereafter, SAVVIS will compensate
Reuters for the CDEV/Customer Order Services for Reuters Cost plus a [**]
Markup.
4. TERM OF SERVICES.
4.1 REUTERS CUSTOMERS. Reuters will provide or cause to be provided the
CDEV/Customer Order Services to Reuters Customers from the
Effective Date for a period of twelve (12) months, unless earlier
terminated pursuant to Section 11 of the Agreement or as otherwise
provided in this Schedule 3. Reuters shall have the right to extend
the term for successive one (1) year intervals indefinitely.
4.2 SUPPORTED THIRD PARTY CUSTOMERS. Reuters will provide or cause to
be provided the CDEV/Customer Order Services to Supported Third
Party Customers from the Effective Date for a period of twelve (12)
months, unless earlier terminated pursuant to Section 11 of the
Agreement or as otherwise provided in this Schedule 3.
4.3 THIRD PARTY CUSTOMERS. Reuters will provide or cause to be provided
the CDEV/Customer Order Services to Third Party Customers from the
Effective Date until December 31, 2002, unless earlier terminated
pursuant to Section 11 of the Agreement or as otherwise provided in
this Schedule 3.
5. TERMINATION OF SERVICES.
[**] CONFIDENTIAL TREATMENT REQUESTED
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5.1 REUTERS CUSTOMERS. Reuters may terminate the CDEV/Customer Order
Services provided to Reuters Customers as provided under Section 11
of the Agreement.
5.2 SUPPORTED THIRD PARTY CUSTOMERS. Reuters or SAVVIS may terminate
the CDEV/Customer Order Services provided to Supported Third Party
Customers as provided under Section 11 of the Agreement.
5.3 THIRD PARTY CUSTOMERS. Any and all CDEV/Customer Order Services
provided by Reuters to Third Party Customers shall terminate on
December 31, 2002, unless earlier terminated pursuant to Section 11
of the Agreement.
6. LIMITATION ON THIRD PARTY SERVICE PROVIDERS. Reuters agrees that if it
decides to cause any CDEV/Customer Order Service to be provided by a Third
Party Service Provider, Reuters shall not use any of the following entities
as such Third Party Service Provider:
o [**]
o [**]
o [**]
o [**]
o [**]
o [**]
o [**]
o [**]
o [**]
o [**]
o [**]
o [**]
o [**]
o [**]
o [**]
o [**]
o [**]
o [**]
[**] CONFIDENTIAL TREATMENT REQUESTED
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SCHEDULE 4
VANTIVE SERVICES
1. DESCRIPTION OF SERVICES.
1.1 Capitalized terms used but not otherwise defined in this
Schedule 4 have the meanings or interpretations provided in the
Transitional Services Agreement or the Network Services
Agreement, as may be applicable.
1.2 OVERVIEW. Vantive is a comprehensive customer relations
management system that allow for integration of all
customer-related activities from order entry through help desk
resolution of installed systems. Reuters or the applicable
member of the Reuters Group shall provide or cause to be
provided to SAVVIS the following Services:
(i) Allowing SAVVIS personnel to configure and enter
orders, check status, resolve bill inquiries, log
service issues and retrieve product information.
(ii) Automating call routing and tracking, workflow, and
problem resolution.
(iii) Aggregating customer information into a
comprehensive customer history.
(iv) Improving the efficiency of internal and
third-party field service organizations, and
tracking entitlements and warranty coverage.
(v) Providing access point for call tracking, problem
management, and problem resolution, capturing and
displaying information related to system status,
trouble tickets, known product defects, and other
data to assist staff in resolving problems
consistently and effectively.
1.3 VANTIVE SERVICES. Reuters shall provide or cause to be provided
support for the Vantive system by providing employees to
operate and maintain the Vantive system while Reuters transfers
SAVVIS's Vantive system to SAVVIS (the "VANTIVE SERVICES"). As
part of the Vantive Services, specific activities to be
provided shall include:
(A) Sybase(TM) database, or such similar database used in
the deployment of Vantive, and Vantive application
maintenance, upgrade and operational support;
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(B) Routine system enhancements to existing
SAVVIS-specific and joint SAVVIS/Reuters
functionality;
(C) Development of a SAVVIS-specific Vantive system and
migration of SAVVIS data to such system;
(D) System development of new functionality, subject to
resource and functionality compatibility constraints
imposed by the system set forth in Section 1.3(C) of
this Schedule 4;
(E) Development and distribution of SAVVIS reports based
on Vantive and MIS Data.
1.4 TECHNICAL SPECIFICATIONS. Vantive Services shall be in support
of a software system with the following technical
specifications:
(A) Functionality equal to that of Vantive 8.0 and all
modules in use as of the Effective Date;
(B) Support for two hundred (200) distributed, concurrent
users;
(C) Support for all SAVVIS data in the Vantive system
plus one hundred percent (100%) of the storage that
such data currently occupies (approximately 40GB);
(D) Support for all custom functionality currently
provided by Vantive upon which SAVVIS is dependent;
(E) Support for future customizations as may be requested
by SAVVIS consistent with development to be provided
under Vantive Services.
1.5 TRAINING REQUIRED. SAVVIS will be responsible for training the
Reuters personnel which have been assigned by Reuters to
provide the Vantive Services, and Reuters will be responsible
for making Reuters personnel available for such training.
SAVVIS will provide the training in the following manner:
(A) SAVVIS will provide Reuters with information,
processes, and/or training materials for Reuters or
members of the Reuters Group to distribute to Vantive
Services personnel. Vantive Services personnel will
be made available as appropriate for training on
processes and tools.
(B) Reuters personnel who will be assigned to this
project will have the skills necessary to operate and
maintain Vantive, including but
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not limited to, database management, SQL, Perl
Script, and Visual Basic Applications Script
programming skills.
(C) Reuters will train the Vantive Services staff as
reasonably required and at a level consistent with
the services Reuters provides to other customers.
(D) SAVVIS shall staff the position of Vantive Analyst.
The Vantive Analyst shall be responsible for defining
Vantive requirements for SAVVIS, managing and
developing activities, testing new developmental
software, and training SAVVIS personnel in the use of
Vantive functions resulting from these projects.
(E) In the event that SAVVIS reasonably believes that the
performance of a specific member of Reuters personnel
is not satisfactory with respect to providing the
Vantive Services, SAVVIS may raise the matter with
Reuters and request that Reuters replace such person;
provided, however, that any decision to remove any
such person remains solely with Reuters.
(F) Any training of Reuters personnel by SAVVIS that must
be done in person will be conducted at locations to
be determined by Reuters, at SAVVIS's expense. SAVVIS
will reimburse Reuters for Reuters actual,
pre-approved, documented costs for travel, lodging,
meals, entertainment and time (at an hourly rate to
be determined) associated with SAVVIS's training of
Reuters employees that are approved in writing by
Reuters SAVVIS may also utilize electronic methods to
train Reuters personnel, including without
limitation, CD-ROMs and the Internet.
2. PRICING OF SERVICES.
From the Effective Date up to and including December 31, 2001, Reuters
will be compensated by SAVVIS for the Services as provided in Section 5.01 of
the Transitional Services Agreement. Beginning on January 1, 2002, and
continuing thereafter, SAVVIS agrees to pay Reuters the Cost of the Vantive
Services plus a [**] Mark-up.
3. TERM OF SERVICES.
3.1 REUTERS CUSTOMERS. Reuters will provide or cause to be provided
the Vantive Services to Reuters Customers commencing on the
Effective Date and ending twelve (12) months thereafter, unless
terminated earlier pursuant to Section 11 of the Agreement or
as otherwise provided in this Schedule 4. Reuters shall have
the right to extend the term for successive one (1) year
intervals indefinitely.
[**] CONFIDENTIAL TREATMENT REQUESTED
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3.2 SUPPORTED THIRD PARTY CUSTOMERS. Reuters will provide or cause
to be provided the Vantive Services to Supported Third Party
Customers commencing on the Effective Date and ending twelve
(12) months thereafter, unless terminated earlier pursuant to
Section 11 of the Agreement or as otherwise provided in this
Schedule 4.
3.3 THIRD PARTY CUSTOMERS. Reuters will provide or cause to be
provided the Vantive Services to Third Party Customers from the
Service Commencement Date until December 31, 2002, unless
terminated earlier pursuant to Section 11 of the Agreement or
as otherwise provided in this Schedule 4.
4. TERMINATION OF SERVICES.
4.1 REUTERS CUSTOMERS. Reuters may terminate the Vantive Services
provided to Reuters Customers in accordance with the procedures
set forth in Section 11 of the Agreement.
4.2 SUPPORTED THIRD PARTY CUSTOMERS. Reuters obligation to provide
Vantive Services to Supported Third Party Customers shall
terminate twelve (12) months following the Effective Date
unless terminated earlier by Reuters or SAVVIS in accordance
with the procedures set forth in Section 11 of the Agreement.
4.3 THIRD PARTY CUSTOMERS. Any Vantive Services provided to Third
Party Customers shall terminate on December 31, 2002, unless
terminated earlier pursuant to Section 11 of the Agreement or
as otherwise provided in this Schedule 4.
5. THIRD-PARTY SERVICE PROVIDERS.
Reuters may contract with a third party to provide any or all of the
Vantive Services, at Reuters sole discretion. Reuters will ensure that such
third party provides the Vantive Services consistent with all relevant
requirements related to such Vantive Services. If Reuters is unable to provide
services related to the Vantive Services to SAVVIS, SAVVIS reserves the right to
obtain Vantive Services from other service providers; provided, however, that
SAVVIS shall give ninety (90) days prior written notice to Reuters. If, after
obtaining any Vantive Service from another service provider, SAVVIS should
request to receive such Vantive Service again from Reuters, the renewal of the
provision of any such Vantive Service by Reuters shall be subject to Reuters
prior written consent, which consent shall not be unreasonably withheld or
delayed.
6. LIMITATION ON THIRD PARTY SERVICE PROVIDERS.
Notwithstanding Section 5 above, Reuters agrees that if it decides to
cause any Vantive Service to be provided by a Third Party Service Provider,
Reuters shall not use any of the following entities as such Third Party Service
Provider:
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o [**]
o [**]
o [**]
o [**]
o [**]
o [**]
o [**]
o [**]
o [**]
o [**]
o [**]
o [**]
o [**]
o [**]
o [**]
o [**]
o [**]
o [**]
[**] CONFIDENTIAL TREATMENT REQUESTED
4-5
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SCHEDULE 5
MIS & SAP SERVICES
1. DESCRIPTION OF SERVICES.
1.1 Capitalized terms used but not otherwise defined in this
Schedule 5 have the meanings or interpretations provided in the
Transitional Service Agreement or the Network Service
Agreement, as may be applicable.
1.2 MIS & SAP SERVICES. Reuters will provide SAVVIS with personnel
and software to oversee accounts payable, order processing and
asset management (the "MIS & SAP SERVICES").
1.3 TECHNICAL SPECIFICATIONS. The MIS & SAP Services will include
the provision of a password to each SAVVIS-designated user of
the MIS or SAP systems to access the databases contained within
the MIS- and SAP-related software applications. Such databases
will record and archive information related to the ordering of
assets, the purchasing of such assets, and the tracking of all
such assets until they reach SAVVIS's location. During the term
of this Schedule 5, SAVVIS shall be entitled to seek assistance
related to the MIS & SAP Services from Reuters database
administrators.
1.4 TRAINING REQUIRED. SAVVIS will be responsible for training the
Reuters personnel that have been assigned by Reuters to provide
the MIS & SAP Services, and Reuters will be responsible for
making Reuters personnel available for such training. SAVVIS
will provide the training in the following manner:
(A) SAVVIS will provide Reuters with information,
processes, and/or training materials for Reuters or
members of the Reuters Group to distribute to MIS &
SAP Services personnel. MIS & SAP Services personnel
will be made available as appropriate for training on
processes and tools.
(B) Reuters personnel who will be assigned to this
project will have the skills necessary to provide the
MIS & SAP Services.
(C) Reuters will train the MIS & SAP Services personnel
as reasonably required and at a level consistent with
the services Reuters provides to other customers.
(D) SAVVIS will provide required procedures to Reuters
related to the MIS & SAP Services and will update
these procedures when applicable. Reuters will follow
these procedures under the direction of the SAVVIS
management personnel, provided that
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procedures provided to Reuters by SAVVIS must be
reviewed and accepted by Reuters prior to deploying
these procedures.
(E) In the event that SAVVIS reasonably believes that the
performance of a specific member of Reuters personnel
is not satisfactory with respect to providing the MIS
& SAP Services, SAVVIS may raise the matter with
Reuters, and request that Reuters replace such
person; provided, however, that any decision to
remove any such person remains solely with Reuters.
(F) Any training of Reuters personnel by SAVVIS that must
be done in person will be conducted at locations to
be determined by Reuters, at SAVVIS's expense. SAVVIS
will reimburse Reuters for Reuters actual,
pre-approved, documented costs for travel, lodging,
meals, entertainment and time (at an hourly rate to
be determined) associated with SAVVIS's training of
Reuters employees that are approved in writing by
Reuters SAVVIS may also utilize electronic methods to
train Reuters personnel, including without
limitation, CD-ROMs and the Internet.
2. AREA OF SERVICES. Reuters shall provide the MIS & SAP Services solely
in the United States and Canada.
3. PRICING OF SERVICES. From the Effective Date up to and including
December 31, 2001, Reuters will be compensated by SAVVIS for the
Services as provided in Section 5.01 of the Transitional Services
Agreement. Beginning on January 1, 2002, and continuing thereafter,
SAVVIS agrees to pay Reuters the Cost of the MIS & SAP Services, plus a
[**] Mark-up.
4. TERM OF SERVICES. Reuters will provide or cause to be provided the MIS
& SAP Services from the Effective Date for a period of six (6) months,
unless earlier terminated pursuant to Section 11 of the Agreement or as
provided in this Schedule 5.
5. TERMINATION OF SERVICES. Reuters obligation to provide the MIS & SAP
Services will terminated six (6) months following the Effective Date
unless terminated earlier by Reuters or SAVVIS pursuant to Section 11
of the Agreement or as otherwise provided in this Schedule 5. Upon the
termination of this Schedule 5, Reuters and SAVVIS may negotiate for
the terms and conditions of any license that may be required regarding
the scripts, code, programming, documentation, and other materials
developed or owned by Reuters that SAVVIS wishes to use in connection
with the MIS & SAP Services.
6. LIMITATION ON THIRD PARTY SERVICE PROVIDERS. Reuters agrees that if it
decides to cause any MIS & SAP Service to be provided by a Third Party
Service Provider, Reuters shall not use any of the following entities
as such Third Party Service Provider:
[**] CONFIDENTIAL TREATMENT REQUESTED
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o [**]
o [**]
o [**]
o [**]
o [**]
o [**]
o [**]
o [**]
o [**]
o [**]
o [**]
o [**]
o [**]
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[**] CONFIDENTIAL TREATMENT REQUESTED
5-3
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SCHEDULE 6
HARDWARE LOGISTICS, INVENTORY SHIPPING,
WAREHOUSING SERVICES
1. DESCRIPTION OF SERVICES.
1.1 Capitalized terms used but not otherwise defined in this
Schedule 6 have the meanings or interpretations provided in the
Transitional Services Agreement or the Network Services
Agreement, as may be applicable.
1.2 WAREHOUSING SERVICES. During the term of this Schedule 6,
Reuters will procure warehousing facilities for SAVVIS
equipment, and oversee the purchasing and inventory control of
such equipment (the "Warehousing Services").
1.3 TECHNICAL SPECIFICATIONS. The warehousing facilities will
house, refurbish, configure and ship such SAVVIS equipment as
may be necessary, including without limitation, routers, hubs,
modems and CSUs. Reuters will not be responsible for the delay,
omission or action of any third party regarding the Warehousing
Services. Reuters will maintain such databases as are required
to record the location of all equipment and track the shipping
of such equipment.
2. AREA OF SERVICES. The Warehousing Services described in this Schedule 6
are for warehousing facilities in the United States as may be
maintained by, leased by or otherwise under the control of Reuters.
3. PRICING OF SERVICES. From the Effective Date up to and including
December 31, 2001, Reuters will be compensated by SAVVIS for the
Services as provided in Section 5.01 of the Transitional Services
Agreement. Beginning on January 1, 2002, and continuing thereafter,
SAVVIS agrees to pay Reuters the Cost of the Warehousing Services plus
a [**] Mark-up.
4. TERM OF SERVICES. Reuters will provide or cause to be provided the
Warehousing Services commencing on the Effective Date and ending twelve
(12) months thereafter, unless terminated earlier pursuant to Section
11 of the Agreement or as provided in this Schedule.
5. TERMINATION OF SERVICES. Reuters or SAVVIS may terminate any
Warehousing Services provided under this Schedule 6 in accordance with
the procedures set forth in Section 11 of the Agreement.
6. LIMITATION ON THIRD PARTY SERVICE PROVIDERS. Reuters agrees that if it
decides to cause any Warehousing Service to be provided by a Third
Party Service Provider, Reuters shall not use any of the following
entities as such Third Party Service Provider:
[**] CONFIDENTIAL TREATMENT REQUESTED
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o [**]
o [**]
o [**]
o [**]
[**] CONFIDENTIAL TREATMENT REQUESTED
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SCHEDULE 7
OASG - PC SUPPORT SERVICES
1. DESCRIPTION OF SERVICES.
1.1 Capitalized terms used but not otherwise defined in this
Schedule 7 have the meanings or interpretations provided in the
Transitional Services Agreement or the Network Services
Agreement, as may be applicable.
1.2 OASG-PC SUPPORT SERVICES. During the term of this Schedule 7,
Reuters shall provide or cause to be provided telephone and
computer support, solely to those SAVVIS employees working in a
same facility with Reuters employees (the "OASG-PC Support
Services"). The OASG-PC Support Services will include the
provision of support for the email servers, print servers file
servers, Windows(R) servers and other related equipment of
SAVVIS. Any servers used to provide the OASG-PC Support
Services that is not already owned by SAVVIS as of the
Effective Date shall be the property of Reuters, and shall
continue to be Reuters property after the termination or
expiration of this Schedule 7.
1.3 TECHNICAL SPECIFICATIONS. Reuters will provide (a) Unix
Support, User Support, and Hosting Support for the systems
operated by SAVVIS and the applicable Third Party Customers,
and (b) LAN Support within the OASG-PC Support Services.
Reuters will be able to freely move servers and related
equipment, and will notify SAVVIS when and to where such
servers and equipment are moved. SAVVIS shall provide all hub
ports necessary for Reuters to fulfill the OASG-PC Support
Services.
1.4 TRAINING REQUIRED. SAVVIS will be responsible for training the
Reuters personnel which have been assigned by Reuters to
provide the OASG-PC Support Services, and Reuters will be
responsible for making Reuters personnel available for such
training. SAVVIS will provide the training in the following
manner:
(A) SAVVIS will provide Reuters with information,
processes, scripts and/or training materials for
Reuters or members of the Reuters Group to distribute
to OASG-PC Support Services personnel. OASG-PC
Support Services personnel will be made available as
appropriate for training on processes and tools.
(B) Reuters personnel who will be assigned to this
project will have the skills necessary to participate
in the OASG-PC Support Services.
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(C) Reuters will train the OASG-PC Support staff as
reasonably required and at a level consistent with
the services Reuters provides to other customers.
(D) SAVVIS will provide required procedures to Reuters
related to the OASG-PC Support Services and will
update these procedures when applicable. Reuters will
follow these procedures under the direction of the
SAVVIS management personnel, provided, that
procedures provided to Reuters by SAVVIS must be
reviewed and accepted by Reuters prior to deploying
these procedures, which acceptance shall not be
unreasonably withheld.
(E) In the event that SAVVIS reasonably believes that the
performance of a specific member of Reuters personnel
is not satisfactory with respect to providing the
OASG-PC Support Services, SAVVIS may raise the matter
with Reuters, and request that Reuters replace such
person; provided, however, that any decision to
remove any such person remains solely with Reuters.
(F) Any training of Reuters personnel by SAVVIS that must
be done in person will be conducted at locations to
be determined by Reuters, at SAVVIS's expense. SAVVIS
will reimburse Reuters for Reuters actual,
pre-approved, documented costs for travel, lodging,
meals, entertainment and time (at an hourly rate to
be determined) associated with SAVVIS's training of
Reuters employees that are approved in writing by
Reuters SAVVIS may also utilize electronic methods to
train Reuters personnel, including without
limitation, CD-ROMs and the Internet.
2. AREA OF SERVICES. Reuters shall provide the OASG-PC Support Services
solely to those SAVVIS employees working in the same facility with
Reuters employees in the United States.
3. PRICING OF SERVICES. From the Effective Date up to and including
December 31, 2001, Reuters will be compensated by SAVVIS for the
Services as provided in Section 5.01 of the Transitional Services
Agreement. Beginning on January 1, 2002, and continuing thereafter, at
Reuters discretion, SAVVIS shall pay to Reuters (a) [**]. SAVVIS shall
pay for the pro rata portion of the OASG-PC Support Services that are
provided to SAVVIS employees, or (b) the telephone bill per extension
used by SAVVIS plus Reuters Cost of operating the PABX and related
administrative and billing systems, and a [**] Markup.
4. TERM OF SERVICES. Reuters will provide or cause to be provided the OASG
- PC Support Services from the Effective Date for a period of three (3)
months, unless terminated earlier pursuant to Section 11 of the
Agreement or as provided in this Schedule 7. If after using its best
efforts, SAVVIS is unable to assume the
[**] CONFIDENTIAL TREATMENT REQUESTED
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OASG - PC Support Services by the end of the three (3) months, the
parties may agree to extend the term for up to three (3) additional
months.
5. TERMINATION OF SERVICES. Reuters or SAVVIS may terminate the OASG - PC
Support Services in accordance with the procedures set forth in Section
11 of the Agreement.
6. THIRD-PARTY SERVICE PROVIDER. Reuters may contract with a third party
to provide any or all of the OASG-PC Support Services, at Reuters sole
discretion. Reuters will ensure that such third party provides the
OASG-PC Support Services consistent with all relevant requirements
related to such OASG-PC Support Services.
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SCHEDULE 8
BILLING SERVICES - EUROPE AND ASIA
1. DESCRIPTION OF SERVICES.
Capitalized terms used but not otherwise defined in this Schedule 8
have the meanings or interpretations provided in the Transitional
Services Agreement or the Network Services Agreement, as may be
applicable.
Reuters may pay SAVVIS's telecommunication bills solely in locations in
Europe and Asia where (a) SAVVIS lacks sufficient resources to maintain
its billing obligations and is unable to remit payment in accordance
with such location's local law, and (b) an invoice is issued in a local
language and Reuters has a presence that is familiar with such local
language. Reuters shall not order, verify or check tariffs for such
telecommunication services (the "Billing Services"). In the event any
telecommunications bills are paid by Reuters, SAVVIS shall reimburse
Reuters for such expenses, or offset such expenses against any payments
due and payable to SAVVIS under the Network Services Agreement. SAVVIS
shall pay Reuters a handling fee in accordance with Section 3 of
herein.
2. PRICING OF SERVICES. From the Effective Date up to and including
December 31, 2001, Reuters will be compensated by SAVVIS for the
Services as provided in Section 5.01 of the Transitional Services
Agreement. Beginning on January 1, 2002, and continuing thereafter,
Reuters shall be compensated by SAVVIS for the Billing Services for the
Cost of handling the Billing Services plus a [**] Mark-up.
3. TERM OF SERVICES. Reuters will provide or cause to be provided the
Billing Services in Europe from the Effective Date for a period of six
(6) months and in Asia from the Effective Date for a period of twelve
(12) months, or as otherwise agreed by SAVVIS and Reuters for specific
locations unless earlier terminated pursuant to Section 11 of the
Agreement or as provided in this Schedule, provided however that, if a
longer period is prescribed by applicable laws or regulations, then
Reuters will provide or cause to be provided the Billing Services to
which the law or regulation applies for the proscribed period.
4. TERMINATION OF SERVICES. Reuters or SAVVIS may terminate the Billing
Services in accordance with the procedures set forth in Section 11 of
the Agreement.
[**] CONFIDENTIAL TREATMENT REQUESTED
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SCHEDULE 9
FINANCIAL FIXED ASSETS
1. DESCRIPTION OF SERVICES.
1.1 Capitalized terms used but not otherwise defined in this
Schedule 9 have the meanings or interpretations provided in the
Transitional Services Agreement or the Network Services
Agreement, as may be applicable.
1.2 ASSETS SERVICES. Reuters will hold and manage asset registers
for the benefit of SAVVIS solely in the event that SAVVIS is
unable to maintain or acquire such assets in its own name,
related to the shipping and warehousing of goods. (the "ASSETS
SERVICES").
2. AREA OF SERVICES. Reuters will provide the Assets Services at 2055
Westport Center Drive, St. Louis, Missouri 63146.
3. PRICING OF SERVICES From the Effective Date up to and including
December 31, 2001, Reuters will be compensated by SAVVIS for the
Services as provided in Section 5.01 of the Transitional Services
Agreement. Beginning on January 1, 2002, and continuing thereafter,
Reuters shall be compensated by SAVVIS for the Asset Services for the
Cost of handling the Asset Services plus a [**] Mark-up.
4. TERM OF SERVICES Reuters will provide or cause to be provided the
Assets Services from the Effective Date for a period of one (1) year,
or as otherwise agreed to by Reuters and SAVVIS.
5. TERMINATION OF SERVICES Reuters or SAVVIS may terminate the Assets
Services in accordance with the procedures set forth in Section 11 of
the Agreement.
[**] CONFIDENTIAL TREATMENT REQUESTED
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SCHEDULE 10
FACILITIES SERVICES
1. DESCRIPTION OF SERVICES. This Schedule 10 governs the provision by the
Reuters Group to SAVVIS of rights to occupy and use certain parts of
the immovable properties owned or occupied by the Reuters Group (the
"Facilities"). Capitalized terms used but not otherwise defined in this
Schedule 10 have the meanings or interpretations provided in the
Transitional Services Agreement, or the Network Services Agreement, as
may be applicable.
2. LOCATIONS OF FACILITIES. The following buildings comprise the list of
the Facilities, and such other facilities as may be agreed between
SAVVIS and Reuters from time to time where SAVVIS has employees and
rights to occupy and use certain parts of the immovable properties
owned or occupied by the Reuters Group:
2.1 515 S. Flower Street, Los Angeles, California
2.2 2465 Faber Place, Palo Alto, California
2.3 One Front Street, San Francisco, California
2.4 3340 Peachtree Road NE, Atlanta, Georgia
2.5 10 S. LaSalle Street, Chicago, Illinois
2.6 260 Franklin Street, Boston, Massachusetts
2.7 99 Summer Street, Boston, Massachusetts
2.8 One State Street Plaza, New York, New York
2.9 3 World Financial Center, New York, New York
2.10 717 Office Parkway, Creve Coeur, Missouri
2.11 795 Office Parkway, Creve Coeur, Missouri
2.12 10050 Manchester Road, St. Louis, Missouri
2.13 Suite 540, 5th Floor, 355 4th Avenue, SW, Calgary, Alberta
2.14 145 W. King Street, Toronto, Ontario
2.15 Ground Floor Computer Room, 800 Rene Levesque Boulevard
West, Montreal, Quebec
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2.16 151 Front Street West, Suite 04A, Toronto, Ontario
2.17 625 Howe Steet, Suite 200, 2nd Floor, Vancouver, British Columbia
2.18 600 N. Pearl Street, Dallas, Texas
3. USE OF FACILITIES.
3.1 GRANT OF LICENSE. Reuters authorizes SAVVIS to use the
Facilities from the Effective Date on a non-exclusive basis
during the term of this Schedule 10 in respect of each relevant
building.
3.2 GENERAL. From the Effective Date and for the term of this
Schedule 10, so far as lawfully possible, SAVVIS shall remain
in occupation and retain use of such parts of the immovable
properties owned or occupied by a member of the Reuters Group
as are agreed to by the parties.
3.3 SAVVIS PERSONNEL. SAVVIS shall ensure that SAVVIS personnel
comply with reasonable security, confidentiality and
operational requirements at the Facilities as notified in
writing (including by way of reasonably prominent notice) to
SAVVIS.
3.4 LICENSE PERSONAL. This license does not permit SAVVIS to
authorize anyone else to use the Facilities.
3.5 SUPPLY OF SERVICES TO REUTERS. The Facilities shall not be used
for provision of services to any third party without Reuters
consent, which consent shall not be unreasonably withheld.
3.6 PROVISION OF ADDITIONAL SPACE. Upon the reasonable request of
SAVVIS, Reuters will provide SAVVIS with additional space, when
and if available. Reuters shall act reasonably and in good
faith within a reasonable time period in considering requests
from SAVVIS for the extension of or an addition to the
Facilities within a building.
3.7 RELOCATION OF CUSTOMER EQUIPMENT. In the event that it becomes
necessary, based on the reasonable business needs of Reuters,
to relocate any SAVVIS Equipment to another hosting facility
operated by or on behalf of Reuters, SAVVIS will provide all
reasonable cooperation to Reuters to facilitate such
relocation. Reuters shall be solely responsible for any costs
and expenses incurred by Reuters and SAVVIS (including any
expenses of any Reuters Customers and Third Party Customers) in
connection with any such relocation and will use commercially
reasonable efforts, in cooperation with SAVVIS, to minimize and
avoid any interruption in any of the services set forth in this
Schedule 10.
3.8 LANDLORD'S CONSENT.
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(A) APPLICATIONS FOR CONSENT. To the extent that the
consent of any landlord or other reversioner is
required to permit lawful occupation of the Facilities
by SAVVIS (a "Requisite Consent") Reuters may, in its
sole discretion, apply for the requisite consent.
(B) CO-OPERATION TO OBTAIN CONSENT. In the event Reuters
applies for a Requisite Consent it shall use its
commercially reasonable efforts to obtain such
Requisite Consent. SAVVIS shall supply such information
and references as the landlord or any other reversioner
may require for its consideration as to whether to
grant such consent and shall enter into such covenants
or agreements as the landlord (or any other
reversioner) may properly require in granting the
Requisite Consent.
(C) COSTS. All reasonable costs and expenses of obtaining a
requisite consent shall be borne by SAVVIS.
3.9 SECURITY OF TENURE.
(A) SECURITY OF TENURE EXCLUDED. This Schedule having been
concluded at arm's length and the parties having
received separate independent legal advice the parties
agree that this Schedule takes effect as a mere license
and does not grant SAVVIS exclusive possession or
create a tenancy or other form of secured occupation.
(B) AUTHORIZATION. To the extent that the authorization of
the court or other competent authority is required to
endorse the validity of the agreement contained in this
paragraph SAVVIS shall, at the request of Reuters, take
such steps as may be necessary to obtain such consent
or authorization.
3.10 REMEDIES AND WAIVERS.
(A) DELAY. No delay or omission on the part of Reuters in
exercising any right, power or remedy provided by law or under
this Schedule shall:
(i) impair such right, power or remedy; or
(ii) operate as a waiver thereof.
(B) NO HOLDING OVER. No demand or receipt by Reuters at the
termination of the Services set forth in this Schedule 10 of
any sum of money nor any acknowledgement given by Reuters
shall constitute or evidence the creation of a hold-over
tenancy or other form of secure occupation in SAVVIS's favor.
4. PARTIES' OBLIGATIONS.
4.1 SAVVIS'S OBLIGATIONS. SAVVIS will:
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(A) keep the Facilities clean and tidy and clear of rubbish and
leave it in such condition and free of the SAVVIS's furniture,
equipment, goods and chattels during the term of this Schedule
10;
(B) not alter the use of the Facilities;
(C) not obstruct the common parts of any building or cause such
areas to become dirty or untidy nor leave any rubbish in them;
(D) not display any signs or notices outside the Facilities or so
as to be visible from outside the Facilities;
(E) not use the Facilities in such a way as to cause any nuisance,
damage, disturbance, annoyance, inconvenience or interference
to the owners, occupiers or users of other parts of any
building;
(F) not make any alteration to the Facilities, its decorations or
its services;
(G) not do any act, matter or thing which would or might constitute
a breach of any statutory requirement affecting any building or
which would or might vitiate in whole or in part any insurance
effected in respect of the building from time to time;
(H) indemnify Reuters and keep Reuters indemnified against all
losses, claims, demands, actions, proceedings, damages, costs,
or expenses or other liability arising from any breach of any
of SAVVIS's undertakings contained in this paragraph;
(I) not impede the exercise of Reuters rights of possession and
control of the Facilities; and
(J) observe such rules and regulations as Reuters may make from
time to time in the interests of good estate management
governing the use of any building including, without
limitation, regulations to ensure the security of the building
through the implementation of security checks, passes and
procedures for employees, contractors, consultants and
visitors.
4.2 REUTERS OBLIGATIONS.
(A) PROVISION OF FACILITIES SERVICES. To the extent the
same are provided at a building on the Effective Date,
Reuters shall provide the following services in
relation to each building:
(i) payment of rents, property taxes, utilities
charges and landlord's service charges;
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(ii) maintenance of the building and any plant and
equipment forming part of the building in a
state of repair and condition appropriate to
its user and in accordance with the terms of
any lease;
(iii) ensuring (as far as it is able) that SAVVIS
has full and quiet use and enjoyment of the
Facilities (temporary disruption for the
purpose of repairs, refitting and removal
excepted);
(iv) keeping the building (or procuring that the
building is kept) insured against the risks
usually insured against in accordance with
good commercial practice;
(v) provision of reasonable access to toilets,
kitchens, canteens, lifts, staircases and
other common areas within the building
necessary for proper use of the Facilities;
(vi) provision during normal business hours of
heating (when appropriate), lighting and hot
and cold water;
(vii) 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 SAVVIS (at the request of the
SAVVIS) in their provision or expansion;
(viii) provision of reasonable assistance to SAVVIS
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
(ix) provision of such other services to the
Facilities as SAVVIS may reasonably request or
Reuters may reasonably specify.
5. PRICING OF SERVICES.
5.1 PRICING. From the Effective Date up to and including December
31, 2001, Reuters will be compensated by SAVVIS for the
Services as provided in Section 5.01 of the Transitional
Services Agreement. Beginning on January 1, 2002, and
continuing thereafter, SAVVIS will compensate Reuters for
utilizing the Facilities on a fully-allocated basis, for the
pro rata portion of the Facilities used by SAVVIS including but
not limited to the equitable proportion of any rates and
property taxies levied on Reuters in respect of the building,
and all costs for water, gas, electricity consumed in the
Facilities and all telephone charges used by or on behalf of
SAVVIS.
5.2 DEFAULT INTEREST. Any amount payable by SAVVIS under this
Schedule 10 and not paid within ten (10) Business Days
following the date it becomes due shall
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carry interest (as well after as before any judgement) at [**]
per annum above the prime or base lending rate established from
time to time by Citibank N.A.
5.3 VALUE ADDED TAX. All sums of whatsoever nature which are
payable by SAVVIS under this Schedule 10 are exclusive of any
value added tax or any similar tax, which taxes shall be paid
by SAVVIS against the issue of a valid VAT invoice or
equivalent document at the rate and in the manner from time to
time prescribed by law.
6. TERM OF SERVICES. SAVVIS will benefit from use of the Facilities and
services set forth in this Schedule 10 from the Effective Date for a
period of twelve (12) months, unless earlier terminated pursuant to
Section 11 of the Agreement or as provided in this Schedule 10,
provided however, that Reuters may discontinue any such services and/or
the use of the Facilities used by SAVVIS personnel by giving SAVVIS
three (3) months prior written notice (except in the case of a
termination of the use of the services or use of Facilities at 717
Parkway, St. Louis, Missouri, in which case Reuters will give SAVVIS
six (6) months prior written notice), and for SAVVIS equipment by
giving SAVVIS six (6) months prior written notice of such
discontinuation. Prior to Reuters providing any such notice, the
parties hereto agree to discuss in good faith the term of the service
to be provided under this Schedule 10 and any actions that may be
required to facilitate the transition of the provision of such services
to SAVVIS, including assisting SAVVIS in entering agreements with
respect to the occupation and use of the applicable areas of such
Facilities.
7. TERMINATION OF SERVICES.
7.1 TERMINATION: In addition to the termination events provided in
Section 11 of the Agreement, SAVVIS's authority to use any
specified area may be immediately terminated upon written
notice provided by Reuters in the following circumstances:
(A) SAVVIS fails to pay any sum payable under this Schedule
10 in relation to the relevant Specified Area within
thirty (30) Business Days of its becoming due; or
(B) SAVVIS defaults in its performance of any of its
obligations under this Schedule if such default is
incapable of remedy or, if capable of remedy, continues
without cure for five (5) Business Days after notice of
the default has been given by Reuters to SAVVIS; or
(C) the landlord of any building requires SAVVIS to vacate
the building; or
(D) Reuters lease of any building expires or is terminated;
or
(E) SAVVIS gives notice of termination in accordance with
Section 4 of this Schedule 10.
[**] CONFIDENTIAL TREATMENT REQUESTED
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