Sample Business Contracts
Fixed Income Data Agreement - Reuters Ltd. and Instinet Corp.
Services Forms
FIXED INCOME DATA AGREEMENT
THIS AGREEMENT is entered into as of the first day of October 1999.
BETWEEN
(1) REUTERS LIMITED, a company incorporated in England and Wales, whose
registered office is at 85 Fleet Street, London EC4P 4AJ ("Reuters"); and
(2) INSTINET CORPORATION, a company incorporated in the state of Delaware,
whose registered office is at 875 Third Avenue, New York, New York 10022
("Instinet").
RECITALS:
(A) Reuters supplies online news and business and financial information
services to its clients worldwide and, in particular, has developed and
maintains a database which includes terms and conditions, price and
reference data relating to certain fixed income instruments traded on
markets around the world.
(B) Instinet supplies electronic equities brokerage services to its clients
worldwide and has developed and wishes to market and supply to its clients
a new electronic fixed income brokerage service intended to support
anonymous, electronic execution of trades in fixed income financial
instruments.
(C) Reuters is willing to supply Instinet with a feed of certain terms and
conditions, price and reference data relating to fixed income instruments
which it currently maintains on, or during the life of this Agreement will
add to, its database and Instinet wishes to acquire the right to make that
data available to subscribers through its fixed income service, subject to
the terms of this Agreement.
1
<PAGE> 2
(D) Instinet is willing to supply Reuters with a feed of certain price data
derived from the trading of fixed income instruments over its fixed income
service and Reuters wishes to acquire, on behalf of the Reuters Group, the
right to use and distribute that data in accordance with the terms of this
Agreement.
(E) In order to facilitate Reuters supply of the fixed income terms and
conditions, price and reference data to Instinet and Instinet's supply of
the traded price data to Reuters, Reuters and Instinet have developed and
agree to maintain and support delivery mechanisms and an interface between
Reuters managed systems and network and Instinet's managed systems and
network via which such data will be delivered, in each case as further set
out in this Agreement.
IT IS AGREED AS FOLLOWS:
1. DEFINITIONS AND INTERPRETATIONS
1.1 The following definitions apply throughout this Agreement unless the
context otherwise requires:
Agreement
This agreement and all its schedules and attachments, as amended from time to
time.
Application Programming Interface
The means by which programmatic access to the functionality and certain of the
Fixed Income Service's data is provided by Instinet to Subscribers for use in
their internal applications and systems.
Data Service Level Agreement
The service level agreement attached at Schedule 1.
Fixed Income Data
The fixed income terms and conditions,
2
<PAGE> 3
price and reference data fields for each of the asset classes which are
specified in Schedule 2 and which are held from time to time in the Reuters
Database.
Fixed Income Datafeed
The digital feed more fully described in the Operational Service Level Agreement
via which Reuters will deliver the Fixed Income Data and changes and updates to
it to Instinet.
Fixed Income Data Delivery Specification
The technical means by which Reuters will deliver the Fixed Income Data to
Instinet, as further described in the Operational Service Level Agreement.
Fixed Income Service
Instinet's fixed income brokerage service, Instinet Fixed Income Markets.
Instinet Database
The database described more fully in the Operational Service Level Agreement and
into which Reuters will feed the Fixed Income Data from the Reuters Database.
Instinet Affiliate
Instinet Holdings Limited, Instinet International Limited and any direct or
indirect subsidiary of Instinet or Instinet International Limited in which from
time to time Instinet or Instinet International Limited beneficially owns 50% or
more of the issued share capital and the general management of which it has the
legal power to direct
3
<PAGE> 4
Operational Service Level Agreement
The service level agreement attached at Schedule 3.
Reuters Database
The database on which Reuters stores fixed income terms and conditions,
reference and price data from time to time, currently the RDB.
Reuters Group
Reuters Group PLC and any of its direct or indirect subsidiaries from time to
time, excluding Instinet and any Instinet Affiliate.
Reuters Services
With respect to the Traded Price Data further described in Parts 1 and 2 of
Schedule 4, those high tier financial information services marketed and
distributed by the Reuters Group from time to time comprising the Reuters 3000
series of information services, Reuters 3000 Xtra and any other Reuters Group
service(s) in which from time to time Instinet agrees in advance with Reuters
the Traded Price Data may be included, and with respect to the Traded Price Data
further described in Part 2 of Schedule 4 those bulk data information services
marketed and distributed by the Reuters Group from time to time including, for
the avoidance of doubt, Reuters Viking series of bulk data information services.
Subscribers
Actual and potential customers who contract with Instinet for the supply of the
Fixed Income Service and who are permissioned to use it.
Traded Price Data
The data described in Schedule 4 as amended from time to time.
4
<PAGE> 5
Traded Price Datafeed
The digital feed via which Instinet will deliver Datafeed updates of the Traded
Price Data to Reuters.
1.2 In this Agreement:
1.2.1 unless the context otherwise requires, all references to a
particular Clause or Schedule are references to that Clause in or
Schedule to this Agreement as it may be amended from time to time;
1.2.2 the headings are inserted for convenience only and must be ignored
in construing this Agreement;
1.2.3 references to the words "include" or "including" are to be construed
without limitation to the generality of the preceding words;
1.2.4 references to "the date of the Agreement" or "the date of this
Agreement" mean the first (1st) day of October 1999, which shall be
taken to be the effective date of this Agreement.
1.2.5 words referring to persons include any individual, company,
partnership, trust or association, whether or not a separate legal
person.
2. DURATION
2.1 This Agreement begins on 1 October 1999 and will continue in force
for a period of two (2) years from that date (the "Initial Term").
This Agreement will be automatically renewed for additional one year
terms ("Renewal Terms") unless either party gives the other at least
six (6) months' prior written notice of termination, such notice to
expire on the expiry of the Initial Term or any Renewal Term.
2.2 Reuters and Instinet agree to carry out a full technical and
commercial review of the subject matter of the Agreement within
three (3) months of the first anniversary of the date of the
Agreement. This is in addition to any operational
5
<PAGE> 6
reviews carried out under Clause 8, the Data Service Level Agreement
or the Operational Service Level Agreement.
2.3 On termination of the Agreement in accordance with Clauses 2.1, 11
or 12.3:
2.3.1 Reuters will cease to supply updates of the Fixed Income Data
to Instinet with immediate effect, but Instinet may maintain
on the Instinet Database and continue to make available to
Subscribers static files of Fixed Income Data supplied to it
by Reuters under the Agreement prior to its termination
provided however that if requested by Reuters pursuant to an
obligation owed by a member of the Reuters Group to a third
party data source Instinet will use all reasonable efforts to
purge such Fixed Income Data from the Instinet Database and
any other medium on which it is stored by Instinet. The rights
and obligations of both parties under the Agreement will
continue in effect in relation to such usage of the Fixed
Income Data following termination of the Agreement.
2.3.2 Instinet will cease to supply updates of the Traded Price Data
to Reuters with immediate effect, but the Reuters Group may
continue to maintain on the Reuters Database and distribute
via the Reuters Services static files of Traded Price Data
supplied to it by Instinet under the Agreement prior to its
termination. The rights and obligations of both parties under
the Agreement will continue in effect in relation to such
usage of the Traded Price Data following termination of the
Agreement.
3. DEVELOPMENT AND CONNECTIVITY
3.1 Reuters and Instinet have worked together to develop and implement
the Fixed Income Data Delivery Specification. Reuters and Instinet
may each modify the Fixed Income Data Delivery Specification at
their own cost provided they do so in accordance with Clause 8 and
the terms of the Operational Service Level Agreement and provided
they use reasonable efforts to ensure that such
6
<PAGE> 7
modifications do not result in substantially inferior delivery or
quality of the Fixed Income Data.
3.2 Reuters and Instinet will each ensure that any equipment connected
by it to the other's network and systems is connected in accordance
with the Fixed Income Data Delivery Specification and is used in
accordance with any instructions, safety or security procedures
applicable to the use of that equipment.
4. FIXED INCOME DATA - REUTERS OBLIGATIONS
4.1 Subject to Clauses 2.3.1 and 4.4, Reuters grants to Instinet, on its
own behalf and on behalf of the Instinet Affiliates, a perpetual,
non-exclusive, fully paid-up worldwide licence to use, and to
sub-license to Subscribers the right to use, the Fixed Income Data
solely for the purpose of facilitating and supporting trading over
the Fixed Income Service as follows:
4.1.1 Instinet, and the Instinet Affiliates, may store, copy and
maintain the Fixed Income Data on their internal systems and
use it in order to carry out development work, to provide
client support to Subscribers and to perform risk management
analysis, in each case in relation to the Fixed Income
Service;
4.1.2 With the exception of fields including, but not limited to,
those relating to credit ratings, call schedules and
redemption schedules and in any event only to the extent
reasonably necessary, Instinet and the Instinet Affiliates may
display the Fixed Income Data on-screen over the Fixed Income
Service for the purpose of enabling permitted users at
Subscriber organisations to identify and select individual
fixed income instruments on-screen both in order to trade
those instruments over the Fixed Income Service and to review
trade tickets generated in relation to specific transactions;
7
<PAGE> 8
4.1.3 Instinet and the Instinet Affiliates may use the Fixed Income
Data for the purpose of computing and displaying on-screen
over the Fixed Income Service analytical values such as price,
yield and duration provided however that Instinet and the
Instinet Affiliates may not expressly permit Subscribers to
use the Fixed Income Data displayed over the Fixed Income
Service to create their own analytical values nor may they
export the Fixed Income Data to Subscribers with the intention
of permitting them to do so;
4.1.4 Instinet and the Instinet Affiliates may export individual
items of reference Fixed Income Data to Subscribers via the
Application Programming Interface for the purpose of enabling
permitted users at Subscriber organisations:
(i) to identify and select individual fixed income
instruments on-screen both in order to trade those
instruments over the Fixed Income Service and to review
trade tickets generated in relation to specific
transactions; and
(ii) to redistribute such Fixed Income Data internally over
the relevant Subscriber's systems to the extent
necessary to carry out back-office settlement, risk
management and other support functions relating to
individual trades over the Fixed Income Service;
provided always that Instinet and the Instinet Affiliates may
not at any time export a copy of all or a substantial part of
the Fixed Income Data to any Subscriber nor expressly or
impliedly permit Subscribers to upload or otherwise store,
copy or redistribute the same.
4.2 Reuters agrees that Instinet may sub-license and redistribute the
Fixed Income Data to, and permit access to and use of the Fixed
Income Data by, the Instinet Affiliates subject to Clauses 4.1 and
4.4 of the Agreement provided always that Instinet ensures that each
Instinet Affiliate to which it sub-licenses and
8
<PAGE> 9
redistributes the Fixed Income Data or which it permits to access or
use the Fixed Income Data is made aware of and complies with the
terms of this Agreement.
4.3 Instinet and the Instinet Affiliates are not permitted to use or
permit Subscribers to use the Fixed Income Data for any purposes
other than those identified in Clause 4.1 and in particular they are
not entitled to use the Fixed Income Data in order to develop and
market a fixed income market information service. Any use of the
Fixed Income Data beyond what is permitted in Clauses 4.1 and 4.4
will be subject to Reuters prior written approval and any conditions
which Reuters may attach to that approval.
4.4 Reuters will deliver to Instinet all Fixed Income Data which is
contained within the Reuters Database at the date of the Agreement
or which is subsequently added to it. Instinet will not be entitled
to make any individual asset class of Fixed Income Data available to
Subscribers via the Fixed Income Service without the prior consent
of Reuters (such consent to be confirmed in writing by Reuters as
soon as is practicably possible at the relevant time) provided
however that:
4.4.1 Reuters may withhold or subsequently withdraw its consent to
the inclusion of particular Fixed Income Data in the Fixed
Income Service only if it is not entitled to permit Instinet
and the Instinet Affiliates to make the relevant data
available to Subscribers under the terms of an agreement
between a member of the Reuters Group and the source of the
said data and the Reuters Group has already used reasonable
endeavours to secure or retain the right do so or to find an
alternative source of that data;
4.4.2 Reuters hereby authorises Instinet and the Instinet Affiliates
to make available to Subscribers the asset classes of Fixed
Income Data specified in Part I of Schedule 2.
9
<PAGE> 10
4.5 In accordance with Clause 8, Reuters will notify Instinet promptly
of each new set of Fixed Income Data which it adds to the Reuters
Database.
4.6 Reuters will deliver the Fixed Income Data to Instinet in accordance
with the Fixed Income Data Delivery Specification and Reuters will
be responsible for, and bear the cost of, such delivery.
4.7 Reuters will use reasonable endeavours to deliver the Fixed Income
Data to Instinet on a timely basis and to maintain, support and
communicate faults in the Fixed Income Datafeed in accordance with
the terms of the Data Service Level Agreement and the Operational
Service Level Agreement.
4.8 Although Reuters will be responsible for and will use reasonable
endeavours to ensure the accuracy and completeness of the Fixed
Income Data and, in accordance with the terms of the Data Service
Level Agreement, to provide second level support to Subscribers in
relation to it, Instinet acknowledges that Reuters gathers the Fixed
Income Data from multiple sources and neither Reuters nor any other
member of the Reuters Group will be liable to Instinet or any
Instinet Affiliate for any direct, indirect, special or
consequential damage suffered in connection with the supply of the
Fixed Income Data to Instinet under this Agreement.
4.9 Reuters will not be responsible for the accuracy, completeness or
reliability of any fixed income terms and conditions, price or
reference data made available by Instinet or any Instinet Affiliate
through the Fixed Income Service which Instinet or an Instinet
Affiliate has not obtained from Reuters or any other member of the
Reuters Group, and neither Reuters nor any other member of the
Reuters Group will be liable to Instinet or any Instinet Affiliate
in relation thereto.
4.10 Reuters will provide appropriate training on the content and
structure of the Fixed Income Datafeed to those employees of
Instinet or an Instinet Affiliate who require it.
10
<PAGE> 11
5. FIXED INCOME DATA - INSTINET'S OBLIGATIONS
5.1 Instinet will receive the Fixed Income Data in accordance with the Fixed
Income Data Delivery Specification.
5.2 Instinet will use its reasonable endeavours to communicate to Reuters any
faults in the Fixed Income Datafeed in accordance with the Operational
Service Level Agreement.
5.3 Subject to Clause 4.7, Instinet will be responsible for and will use its
reasonable endeavours to support Subscribers' enquiries about the content,
use, functionality and support of the Fixed Income Service in accordance
with the Data Service Level Agreement.
5.4 In accordance with the Data Service Level Agreement, Instinet will provide
appropriate training on the content, functionality and structure of the
Fixed Income Service to Reuters employees who require it.
5.5 Instinet will to the extent reasonably practicable, and at all times,
maintain the security of the Fixed Income Data in accordance with Reuters
and Instinet's standard technical and security policies in force from time
to time.
5.6 Notwithstanding the provisions of Clause 8, Instinet will use reasonable
endeavours to give Reuters at least sixty (60) days' prior written notice
of its intention to launch trading of a new asset class of fixed income
instrument over the Fixed Income Service. Within twenty one (21) days of
receiving such notification, Reuters will use its reasonable endeavours to
confirm to Instinet whether or not it consents to Instinet and the
Instinet Affiliates making the corresponding asset class of Fixed Income
Data available to Subscribers via the Fixed Income Service.
11
<PAGE> 12
6. TRADED PRICE DATA
6.1 Instinet hereby grants to Reuters, on behalf of all present and future
members of the Reuters Group, a perpetual, non-exclusive, fully paid-up
worldwide license to use, copy, store, package, process, manipulate,
modify and prepare derivative works from the Traded Price Data and to
market, sub-license and distribute the Traded Price Data and derivative
works prepared from it to Reuters Group clients via the Reuters Services
provided however that such right and license is granted to Reuters on an
exclusive basis for the duration of the Initial Term. The Reuters Group
may also market, distribute and sub-license the distribution of the Traded
Price Data and derivative works prepared from it to such of the Reuters
Group's authorised distributors only with the express and prior written
consent of Instinet.
6.2 As soon as is practicable and in any event no later than 3 April 2000
Instinet will commence delivery of the Traded Price Data to Reuters
subject to the embargoes described in Schedule 4. Notwithstanding the
above, if any technical delay in implementing the Traded Price Datafeed is
caused by Reuters Instinet will not be obliged to commence delivery of the
Traded Price Data until Reuters has removed the cause of the delay.
6.3 Instinet will use its reasonable endeavours to deliver the Traded Price
Data to Reuters on a timely basis and to maintain, support and communicate
faults in the Traded Price Datafeed. Once the means for delivering the
Traded Price Data to Reuters are fully defined, the parties will use
reasonable endeavours to negotiate and settle in good faith and
incorporate into this Agreement a service level agreement documenting in
satisfactory detail the Traded Price Datafeed and the training,
maintenance and support Instinet will provide to the Reuters Group in
relation to it. Reuters and Instinet agree that such service level
agreement will provide for a level of service and responsiveness at least
equivalent to that provided for in the Data Service Level Agreement and
the and Operational Service Level Agreement.
12
<PAGE> 13
6.4 Instinet will be responsible for and will use reasonable endeavours to
ensure the accuracy and completeness of the Traded Price Data and will
provide support to the Reuters Group and to subscribers of Reuters
Services in relation to the Traded Price Data. Instinet will not be liable
to Reuters for any direct, indirect, special or consequential damage
suffered in connection with the supply of the Traded Price Data to Reuters
under this Agreement.
6.5 Instinet will not be responsible for the accuracy, completeness or
reliability of any fixed income traded price data made available by
Reuters through the Reuters Services which Reuters has not obtained from
Instinet and Instinet will not be liable to Reuters in relation thereto.
6.6 In marketing and distributing the Traded Price Data through the Reuters
Services, Reuters will comply with all reasonable requirements and
procedures established and notified to it from time to time by Instinet in
relation to the permissioning of access to and usage of the Traded Price
Data. In particular, Reuters agrees to restrict the release of last traded
price data distributed by it via its integrated data network in accordance
with any reasonable requirements notified to it by Instinet from time to
time.
6.7 Instinet will be responsible for, and bear the cost of, transmitting the
Traded Price Data to Reuters.
7. VALUATION
Reuters and Instinet agree that the annual values of the Fixed Income Data
and Traded Price Data to be delivered during the first two years'
operation of the Agreement are as follows:
7.1. in the case of the Fixed Income Data, approximately (pound)270,000
in the first year and (pound)540,000 in the second year;
7.2 in the case of the Traded Price Data, approximately (pound)150,000
in the first year and (pound)690,000 in the second year;
13
<PAGE> 14
such values to be kept under review by the parties and, if
appropriate, revised.
8. CHANGE CONTROL
Any change to a Schedule of this Agreement will be made in accordance with
the following procedure:
8.1 the party proposing the change will provide the other with a written
notification describing in appropriate detail the nature of the
proposed change;
8.2 once every month the parties' nominated representatives will meet by
teleconference or other appropriate means to discuss all changes
proposed in writing in accordance with Clause 8.1 since their
meeting the previous month;
8.3 the party to whom a change is proposed will use reasonable
endeavours to evaluate the proposed change and respond to the party
who proposed it within thirty (30) business days of the meeting at
which it is discussed;
8.4 if the parties agree to make a change to a Schedule, that change
must be recorded in writing by the party who proposed it and signed
by a duly authorised officer of each party before the change becomes
effective;
8.5 for the purposes of this Clause 8, for the time being Reuters
nominated representatives will be Gary Weston, Christine Ranhosky
and Phil Lambert and Instinet's nominated representatives will be
Rustam Lam, Vivian Lok and Rachel Moseley.
9. INTELLECTUAL PROPERTY RIGHTS
9.1 Each party acknowledges that:
14
<PAGE> 15
9.1.1 Reuters will own all intellectual property rights, trade secrets and
other proprietary technical, commercial and financial information
which it has created or generated in performing its obligations
under this Agreement; and
9.1.2 Instinet will own all intellectual property rights, trade secrets
and other proprietary technical, commercial and financial
information which it has created or generated in performing its
obligations under this Agreement;
and neither party will take any action inconsistent with this
acknowledgement.
10. CONFIDENTIALITY
10.1 Reuters and Instinet will keep in confidence any information of a
confidential nature (whether written or oral) disclosed to it by the other
party in connection with or under the Agreement and neither will disclose
any such information to any person other than their employees or
professional advisers who need to know that information for the purpose of
performing their obligations under or in connection with this Agreement
without the prior written consent of the party who disclosed it.
10.2 Reuters will not disclose the contents of Part 2 of Schedule 2 (and any
amendments to it) to anyone who is not identified on the authorised
disclosure list agreed with Instinet and maintained separately by Reuters.
10.3 This Clause 10 will not apply to:
10.3.1 any information which has been published other than through a
breach of the Agreement;
10.3.2 information in the possession of the recipient before the
disclosure under the Agreement took place;
15
<PAGE> 16
10.3.3 information obtained from a third party who is free to disclose it;
10.3.4 information which a party is required by law to disclose.
10.4 This Clause will remain in effect for two (2) years after the termination
or expiry of the Ageement for any reason or, in relation to any individual
item of confidential information, until the disclosing party confirms in
writing to the recipient that the relevant item of information need no
longer be treated as confidential, whichever is the earlier.
11. TERMINATION
11.1 Without affecting any of its other rights, either party may terminate the
Agreement if the other is in material breach of any obligation under the
Agreement by giving the other not less than thirty (30) days' written
notice of its election to terminate, such notice to state the nature of
the default claimed. The defaulting party may correct the default (if
capable of correction) during that thirty (30) business days period and if
it is corrected the Agreement will continue in full force and effect as if
such notice had not been given.
11.2 Either party is entitled to terminate the Agreement immediately and
without notice if:
11.2.1 control of the other passes outside the Reuters Group or if there
is a change in control of Reuters Group PLC. For the purposes of
this Clause, "control" means the beneficial ownership, whether
direct or indirect, of more than 50% of the issued share capital of
the relevant party and the legal power to direct or cause the
direction of the general management of that party;
11.2.2 Instinet ceases to market and distribute the Fixed Income Service
or any substantially equivalent service or it ceases to carry on
business under any bankruptcy, insolvency, reorganisation or
similar law or for any other reason.
16
<PAGE> 17
11.3 Both parties acknowledge the reciprocal nature of the subject matter of
this Agreement. If for any reason either party does not commence, or
subsequently ceases, delivery of all or a substantial part of the data
which it has undertaken to supply under this Agreement, the other party
may at its discretion:
11.3.1 elect to treat such default as a material breach by the other of
the Agreement and terminate the Agreement in accordance with Clause
11.1; or
11.3.2 require fair and reasonable payment from the other for the supply
of the relevant data, such payment to be based on the open market
value of that data specified in Clause 7 as amended from time to
time.
11.4 Termination of the Agreement will not affect any rights or obligations of
either party which are expressed to survive termination or which have
arisen on or before termination.
11.5 Neither party will be liable to the other party for any indemnities or
damages in the event this Agreement expires and is not renewed.
12. FORCE MAJEURE
12.1 The provisions of this Agreement are binding upon Reuters and Instinet
except where prevented or interfered with by riot, war or hostilities
between nations, governmental action (other than action taken in response
to a party to this Agreement who violates or fails to act with respect to
any law or governmental regulation, in which case the party at fault shall
not be permitted to claim the benefit of this Clause), acts of God, fire,
accidents, earthquakes, strikes, labour disputes, delays of carriers, lack
of transportation facilities, inability to obtain materials, curtailment
of or failure in obtaining sufficient power or fuel and other causes
beyond the reasonable control of the parties.
12.2 The party affected by force majeure shall give notice to the other party
of that force majeure event promptly after it occurs, stating in such
notice the nature
17
<PAGE> 18
of the suspension of performance and the reasons for it. The affected
party will use its best efforts to resume performance as soon as
reasonably possible but will not be required to settle any strike or other
labour dispute on unreasonable terms. On restoration of the affected
party's ability to perform its obligations under this Agreement, it will
give immediate notice to this effect to the other party.
12.3 If a force majeure event continues for a period of six (6) consecutive
months, and there is no reasonable prospect for a prompt cure of the
relevant force majeure event, then notwithstanding the provisions of
Clauses 2.1 and 11 the party not affected by force majeure will be
entitled to terminate this Agreement in its entirety and without liability
upon ninety (90) days' prior written notice to the other party. However,
this right of termination will not apply in the case of a strike or other
labour dispute provided that the party affected has used its best efforts
to resume performance as required by Clause 12.2.
13. ASSIGNMENT
Neither Reuters nor Instinet may transfer or assign or purport to transfer
or assign any right or obligation under this Agreement or any part of it
without the prior written consent of the other party, unless such transfer
or assignment is to another company in the Reuters Group.
14. WAIVER
No failure of either party to exercise, and no delay by it in exercising,
any right, power or remedy in connection with this Agreement (each being a
"Right") will operate as a waiver of it, nor will any single or partial
exercise of any Right preclude any other or further exercise of such Right
or the exercise of any other Right. The Rights are cumulative and not
exclusive of any other rights or remedies provided by law or otherwise.
18
<PAGE> 19
15. ENTIRE AGREEMENT
Reuters and Instinet acknowledge and agree that this Agreement is the
entire understanding of the parties in relation to the subject matter of
this Agreement, that it supersedes all prior written or oral
representations and agreements of the parties relating to the matters
dealt with in this Agreement (save to the extent implied by law) and that
neither Reuters nor Instinet have relied on any warranty or representation
(except in the case of fraud) made by the other. No change or modification
of this Agreement will be binding on the parties unless it is executed in
writing and signed by a duly authorised officer of each of the parties.
16. NOTICES
Any notice or other document required to be given or forwarded under this
Agreement must be sent by courier, registered mail or by fax to the
following persons:
(i) Reuters: General Counsel, 85 Fleet Street, London EC4P 4AJ;
(ii) Instinet Corporation: Rachel Moseley, Instinet Corporation, 850
Third Avenue, New York, NY l0022 and a copy to General Counsel,
Instinet Corporation at the same address.
Notices will be deemed to be received three (3) business days after being
sent or on proof of delivery, if earlier.
17. NO PARTNERSHIP OR JOINT VENTURE BETWEEN PARTIES
Nothing in this Agreement will be construed so as to create any
partnership, joint venture or relationship of principal and agent or
between the parties and neither party will have any authority to represent
or bind the other party in any way and will not represent that it has such
authority.
19
<PAGE> 20
18. CHOICE OF LAW
This Agreement is governed by and will be interpreted in accordance with
English law and the parties irrevocably agree that the courts of England
will have non-exclusive jurisdiction to deal with any disputes arising out
of or in connection with the Agreement.
19. SURVIVAL
Clauses 2.3, 4.1, 4.8, 4.9, 6.4, 6.5, 9, 10 and 18 will survive the
termination or expiry of the Agreement for any reason.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
by their duly authorised representatives on the day, month and year first above
written.
For and on behalf of For and on behalf of
INSTINET CORPORATION REUTERS LIMITED
/s/ [ILLEGIBLE] /s/ William Goldy
------------------------------ ------------------------------
Name Name
SVP DIRECTOR CORE BUSINESS RI
------------------------------ ------------------------------
Title Title
10/19/99 21/9/00
------------------------------ ------------------------------
Date Date
20
<PAGE> 21
SCHEDULE I
DATA SERVICE LEVEL AGREEMENT
21
<PAGE> 22
Data Service Level Agreement between
Reuters and Instinet
Synopsis:
The purpose of this Data Service Level Agreement ("Data SLA") is to define
specific data support roles and activities for the Fixed Income Service being
launched by Instinet in Q3 1999 which will be fed by Reuters with Fixed Income
Data from the Reuters Database. The service level targets defined in this
document are intended to provide a quantifiable measure of the quality of
service that Reuters and Instinet aim to provide under the Agreement.
Unless indicated otherwise, all capitalised terms used in this document bear the
meaning defined in the Fixed Income Data Agreement between Reuters and Instinet
(the "Agreement") of which this document forms a part.
Author: Christine Ranhosky
Date: 20 September 1999
Version: 0.3 Draft
Document: InstSLAl.doc
Approval:
Reuters /s/ J. Reeve 1/16/2001
J. Reeve ----------------------------------------
Tom Frossell
Instinet /s/ R. Moseley 10/19/99
Rachel Moseley ----------------------------------------
Reviewed:
Reuters Product Director ----------------------------------------
Peter Seremetis
Reuters Product Manager
Gary Schneider
Reuters Information Support ----------------------------------------
Terry Huff
Tom Frossell
Instinet Product Mgt ----------------------------------------
Rustam Lam
Instinet Development ----------------------------------------
Duncan Johnston-Watt
Rachel Moseley
22
<PAGE> 23
Service Level Agreement between
Reuters & Instinet
DOCUMENT HISTORY
--------------------------------------------------------------------------------
Issue Version Date Description of Change Author
--------------------------------------------------------------------------------
Draft 7 April 1999 First draft of SLA Christine
Ranhosky
--------------------------------------------------------------------------------
Draft 27 August 19999 Second Draft of SLA Christine
Ranhosky
--------------------------------------------------------------------------------
Draft 20 September Third Draft Christine
Ranhosky
--------------------------------------------------------------------------------
23
<PAGE> 24
INDEX
--------------------------------------------------------------------------------
1. RESPONSIBILITIES OF EACH PARTY 25
2. TERMS OF REFERENCE 25
3. SERVICE LEVEL COMMITMENTS 25
3.1 Reuters Commitments 25
3.2 Instinet Commitments 26
3.3 Data Delivery Service 26
3.4 Customer Service 26
4. SERVICE LEVEL MANAGEMENT 27
4.1 Measurement 27
4.2 Contacts 27
24
<PAGE> 25
1 RESPONSIBILITIES OF EACH PARTY
--------------------------------------------------------------------------------
The broad responsibilities of Reuters and Instinet under this Data SLA are
summarised below. Subject to the terms of the Agreement:
Reuters will provide:
a) Reference and historical Fixed Income Data to Instinet
b) A delivery feed to Instinet of the Fixed Income Data as specified in
the Operational Service Level Agreement attached as Schedule 3 of
the Agreement.
c) Customer support to Instinet in respect of the Fixed Income Data as
further specified in this Data SLA.
Instinet will provide:
a) Maintenance of its own copy of the Fixed Income Data delivered to it
by Reuters via the Fixed Income Datafeed.
b) Processing of the Fixed Income Data received from Reuters via the
Fixed Income Datafeed as further specified in this Data SLA.
c) Displays of the Fixed Income Data to Subscribers over the Fixed
Income Service.
d) Customer support to Subscribers for product and data functionality
in relation to the Fixed Income Service.
TERMS OF REFERENCE
The purpose of this Data SLA is to document the data service level targets which
both Reuters and Instinet will use reasonable endeavours to achieve in relation
to the Fixed Income Data delivered to Instinet by Reuters under the Agreement.
The Data SLA forms an integral part of the Agreement, provided however that the
parties intend to create legally binding relations or impose legally binding
duties, liabilities, or obligations upon each other in relation to the subject
matter of the Data SLA only to the extent indicated in the Agreement and no
obligation is placed on Reuters or Instinet which exceeds that agreed in the
Agreement.
Both Reuters and Instinet will provide to nominated representatives of the other
sufficient access and facilities as are reasonably required to audit the
operation of this Data SLA. A review of the SLA by both parties is required on a
six month basis or as and when new content is provided or requested. Access will
be subject to the standing security procedures in force on either side.
Both Reuters and Instinet agree that the responsibilities and commitments set
out in this Data SLA may only be changed in accordance with Clause 8 of the
Agreement with the additional requirement that each party will use reasonable
endeavours to give a minimum of 90 days' written notice to the other of proposed
changes to data field level, format or models and additions to data sets.
Reviews of the SLA will be conducted by the parties in accordance with Clause 2
or 8 of the Agreement as applicable.
3. SERVICE LEVEL COMMITMENTS
--------------------------------------------------------------------------------
3.1 Reuters Commitments
3.1.1 Servicing the Feed
Reuters Operations and Communications Support Groups at the Reuters Docklands
Technical Center (DTC) in London agree to use reasonable endeavours to maintain
and service the Fixed Income
25
<PAGE> 26
Datafeed described in Section 2.1 of the Operational Service Level Agreement
(the "Operational SLA") such that the flow of Fixed Income Data to Instinet is
sustained on an ongoing basis. They will endeavour to resolve any problems
regarding the Fixed Income Datafeed for which Reuters has responsibility in
accordance with the terms of the Operational SLA.
Data Content Support
Reuters will provide second level support for the Fixed Income Data through its
Information Support Desks identified in Section 4.2 of this document. Reuters
will provide a version of ReutersQ, Reuters electronic query tracking system, at
the Instinet sites specified in Section 4.3 of this document. The data support
provided by Reuters will include verification and/or correction of the Fixed
Income Data supplied by Reuters under the Agreement. Corrections will be made at
the Reuters source database and fed through to Instinet via the Fixed Income
Datafeed.
Data Quality
Reuters is responsible for the quality and completeness of the Fixed Income Data
on the basis described in Clause 4.6 of the Agreement. Accuracy is expected to
be over 90% for supported sovereign data. Reuters will use reasonable endeavours
to ensure that overall reliability of the Fixed Income Data is high enough to
ensure that there is always accurate data available for Instinet retrieval
during operational hours under normal operating conditions.
3.1.2 Training
Reuters agrees to provide training to Instinet employees on the content and
structure of the Fixed Income Datafeed and related documentation as is required
and appropriate.
3.2 Instinet Commitments
Data and Product Content Support
Instinet agrees to escalate all inquiries to the appropriate source of support,
which shall be Reuters in the case of queries relating purely to the content
Fixed Income Data supplied by it under this Agreement and Instinet in the case
of all other queries. For the avoidance of doubt, Instinet is responsible for
the support of queries relating to the operation of the Fixed Income Service,
data on the Instinet Database and future data content of the Fixed Income
Service. Instinet is also responsible for all aspects of Fixed Income Service
functionality including installation, product support, release management and
decommissioning of products.
Training
Instinet agrees to provide training to Reuters employees on the content and
structure of the Fixed Income Service and related documentation as is required
and appropriate. Instinet will also be responsible for providing training to
Subscribers in relation to the Fixed Income Service.
3.3 Data Delivery Service
Reuters is responsible for maintaining the Fixed Income Datafeed in accordance
with the terms of the Operational SLA.
3.4 Customer Service
Reuters Information Support Desks operate a priority system with respect to
Subscriber queries. The highest level of priority relates to queries from paying
clients using Reuters data in trading applications. Under the terms of this SLA
Reuters agrees to consider Instinet queries conforming to this criterion as a
top priority. Instinet in turn recognises the distinction between live
production queries and
26
<PAGE> 27
non production queries and will endeavour to ensure that direct availability of
the Reuters Information Support Desks is not abused by non urgent queries being
treated as high priority. Under the SLA it is recognised that, given the
relatively small size of the Instinet Fixed Income business group at launch,
queries from Instinet are likely to come from all parts of the organisation, not
just the Instinet Help Desks and Broker Desks.
--------------------------------------------------------------------------------
Target Time
--------------------------------------------------------------------------------
Time for Reuters Information Support desk to answer 1-4 Hours
--------------------------------------------------------------------------------
Time for Reuters to fix 1-TBD
--------------------------------------------------------------------------------
"Answer" is defined as the time taken for the Reuters Information Support Desk
to deliver an answer to the query originator and, if appropriate, launch a
correction (or "Fix") onto the Reuters Database. The answer should include a
reasonable estimate of when Instinet can expect to see the correction on the
Reuters Database. The answer time is based on the availability of local market
sources for validation and the time required to answer a query will also be
dependent on the time zone difference between the query originator and the
Reuters Information Support Desk resource who is able to answer the query.
A "Fix" is defined as the time required for a data correction to appear on the
Reuters Database. The target time is dependent on the nature and volume of the
query.
4. SERVICE LEVEL MANAGEMENT
4.1 Measurement
Under the terms of this data SLA, Reuters and Instinet agree to collect and
record Help Desk Problem Reports in the form of ReutersQ reports on query
activity. Other measurements of service availability and exception reports
(based on a weekly synchronisation comparison) will be covered under the
Operational SLA.
4.2 Contacts
Reuters Subscriber Inquiry Escalation
--------------------------------------------------------------------------------
Stamford Information Support + 1-203-425-2650 1300-2300
Desk GMT
--------------------------------------------------------------------------------
Tiverton Information Support + 44-171-542-8650 0800-1800
Desk GMT
--------------------------------------------------------------------------------
Instinet Subscriber Inquiry Contacts
--------------------------------------------------------------------------------
New York Help Desk + 1-800-432-1285
--------------------------------------------------------------------------------
London Help Desk + 44-171-680-3456
--------------------------------------------------------------------------------
Reuters Management Contacts
--------------------------------------------------------------------------------
Peter Seremetis Product Director US/ 203 425 2660
--------------------------------------------------------------------------------
Gary Schneider Product Manager US/ 203 940 8324
--------------------------------------------------------------------------------
Gary Weston Business Manager US/ 203 940 8519
--------------------------------------------------------------------------------
Bill Goldy Project Sponsor UK/ 0171 542 8542
--------------------------------------------------------------------------------
Terry Huff Director, Information US/ 416 350-5287
Support, America
--------------------------------------------------------------------------------
27
<PAGE> 28
--------------------------------------------------------------------------------
Tom Frossel Manager, European GVA/41 22 718 2227
Information Support
--------------------------------------------------------------------------------
Instinet Management Contacts
--------------------------------------------------------------------------------
Rachel Moseley CIO Fixed Income Markets US/212 310 7847
--------------------------------------------------------------------------------
Rustam Lam Head of Fixed Income UK/0171 680 3376
Production Management -
Europe
--------------------------------------------------------------------------------
Steve Cary Head of Fixed Income US/212 310 7524
Broker Desk - US
--------------------------------------------------------------------------------
Michael Ezra Head of Fixed Income UK/0171 680 3104
Broker Desk - Europe
--------------------------------------------------------------------------------
Duncan Johnston-Watt Head of Fixed Income UK/0171 680 3229
Development
--------------------------------------------------------------------------------
Steve Mavin Manager, Fixed Income UK/0171 680 3317
Development
--------------------------------------------------------------------------------
Vivian Lok Fixed Income Development US/212 310 7381
--------------------------------------------------------------------------------
28
<PAGE> 29
SCHEDULE 2
FIXED INCOME DATA
ASSET CLASSES REQUIRED BY INSTINET
PART 1
Subject to the terms of the Agreement, with effect from the date of the
Agreement Reuters will provide Instinet with Fixed Income Data in relation to
the following asset classes:
Governments*:
o All US Treasuries
o All Euro denominated Government debt issued in the 11 converting
countries: Austria, Belgium, Finland, France, Germany, Ireland, Italy,
Luxembourg, Netherlands, Portugal, Spain.
Agencies:
o All Supranationals (both US and Euro denominated)
Jumbo Pfandbriefe
PART 2
Subject to the terms of the Agreement, with effect from the dates indicated
below Reuters will use its reasonable endeavours to provide Instinet with Fixed
Income Data for at least the following asset classes:
(i) 1 January 2000
Governments*:
o Japan
o Denmark
o Finland
o Norway
o U.K
o Switzerland
Agencies:
o All Euro denominated Agencies
o All US Agencies
29
<PAGE> 30
Credit products:
o Eurobonds (all currencies)
Futures
Repos
(ii) 1 March 2000
US Corporates
US Mortgages
The list of asset classes in Part II of this Schedule is not intended to be
exhaustive and may be supplemented from time to time by agreement between the
parties.
* Note: Governments comprise all applicable issued instruments for the relevant
country such as coupons, zeros, strips, index linked and bills.
30
<PAGE> 31
SCHEDULE 3
OPERATIONAL SERVICE LEVEL AGREEMENT
31
<PAGE> 32
Holder No.
A SERVICE LEVEL AGREEMENT
Between
REUTERS
GTC-L DOCKLANDS
Service Operations Financial Information Databases
Group (SOFID) London
And
INSTINET
Operations, Newport Financial centre
Issue 1.1 September 1999
Agreed by: Andrew Rieger Sgn: /s/ Andrew Rieger Date: 10-[ILLEGIBLE]-99
Client Technology Manager, Fixed Income, INSTINET
Agreed by: Rob Wallace Sgn: /s/ Rob Wallace Date: 1/2/2001
Service Operations Manager, Reuters SOFID
Compiled By: G.N.Ford
Date: September 1999
ISSUED
This document is issued and controlled by the Quality Systems Group (Reuters).
Changes may only be authorised by the approval signatory above. Numbered copies
of this document have been issued to registered holders. Updates will be issued
automatically for these copies. Amendments to unnumbered copies will not be
issued.
Unless indicated otherwise, all capitalised terms used in this document bear the
meaning defined in the Fixed Income Data Agreement between Reuters Limited and
Instinet Corporation (the "Agreement") of which this document forms a part.
THIS DOCUMENT CONTAINS INFORMATION PROPRIETARY TO REUTERS LIMITED, AND MAY NOT
BE REPRODUCED, DISCLOSED OR USED IN WHOLE OR PART WITHOUT THE
EXPRESS PERMISSION OF REUTERS LIMITED.
(C) 1999 REUTERS LIMITED
32
<PAGE> 33
1.0 Contents
Section Page
1.0 Contents 2
2.0 Introduction 3
3.0 The Customer and the Supplier 3
4.0 Terms of Reference 4
5.0 INSTINET Service Level Commitments 5
6.0 REUTERS Service Level Commitments 7
7.0 SLA Administration 8
8.0 References 9
9.0 Appendices 11
10.0 Revision History 14
33
<PAGE> 34
2.0 Introduction
This document forms an integral part of the Agreement. It describes the
mutually agreed operational procedures and relationship between;
Reuters, Service Operations Financial Information Databases Group, London
and INSTINET, Newport Financial centre, NJ
relating to the Fixed Income Datafeed, and the constituent components of
it.
2.1 Services/Systems
The Fixed Income Datafeed
The Terms & Conditions Host identified in Appendix C (the "T&C's Host")
The Reuters-side firewall platform
Network infrastructure up to the Reuters-side firewall
3.0 The Customer and the Supplier
The customer under the terms of this Operational Service Level Agreement
(the "SLA") is an external (to Reuters) company. The customer, INSTINET,
shall receive the Fixed Income Data via Reuters managed systems and
networks in accordance with the Agreement and the provisions of this SLA.
34
<PAGE> 35
4.0 Terms of Reference
4.1 This document regulates the operational interfaces between Reuters and
INSTINET. The parties intend to create legally binding relations or to
impose legally binding duties, liabilities, or obligations upon each other
only to the extent indicated in the Agreement and no obligation is placed
on Reuters or INSTINET which exceeds that agreed in the Agreement.
4.2 Any faults or other non-compliance matters raised in connection with the
operation of this SLA will be treated as a Customer/Supplier issue and
investigated by reuters and INSTINET accordingly.
4.3 Both Reuters and INSTINET agree to provide sufficient access and
facilities as are reasonably required to allow the other's nominated
representatives to audit compliance with this SLA. Access will be provided
subject to the standing security procedures applied at the time by the
party providing such access.
4.4 Both Reuters and INSTINET agree that the responsibilities documented
within the SLA cannot be changed without the consent of the signatories
detailed on the front page of the SLA (or their nominated representatives
from time to time) and in accordance with Clause 8 of the Agreement.
4.5 Both Reuters and INSTINET will each nominate a representative who will act
on its behalf as the focal point for all SLA non-compliance and quality
issues arising under the SLA (the "Quality Representatives"). (For further
details see Section.7.O of the SLA - Administration).
4.6 The Quality Representatives of both Reuters and INSTINET will convene
meetings as appropriate in order to evaluate any issues that may affect
any operational quality standards or the functioning of the SLA.
35
<PAGE> 36
5.0 INSTINET Service Level Commitments
5.1 Operations
(i) INSTINET will maintain communication with Reuters using the
mechanisms described in Appendix A of the SLA.
(ii) INSTINET will be available as for communication as per Appendix A on
a 24-Hour basis.
5.2 Fault Management
All faults relating to the Fixed Income Datafeed shall be recorded and
tracked by INSTINET. Details of fault event and resolutions, where
applicable, will be made available to Reuters.
5.3 Fault Escalation
Faults in the Fixed Income Datafeed supplied by Reuters will be notified
to Reuters via the contact mechanisms as described in Appendix A.
5.4 Planned Maintenance
INSTINET do not have a defined maintenance window in relation to its
receipt of the Fixed Income Datafeed. Should one subsequently be defined,
INSTINET will inform Reuters of its definition 28 days in advance via
e-mail as defined in the contact mechanisms in Appendix A.
5.5 Change Control
(i) INSTINET will agree with Reuters, 28 days in advance, any changes to
the configuration of INSTINET supported hardware or software, which
may affect the functions or receipt of the Fixed Income Datafeed.
This will include network and firewall configuration changes.
(ii) Where a change item requires Reuters to allocate extra resource,
INSTINET will agree a timetable and timescales for the
implementation of the change.
36
<PAGE> 37
5.6 Hardware/Software vendor support
Reuters will be responsible for all systems up to and including the
Reuters firewall. INSTINET are responsible for all systems within the
INSTINET managed production system.
5.7 Business Continuity (BC)/relocation of Service
(i) INSTINET will agree with Reuters, 28 days in advance, any change to
the INSTINET service configuration that may affect the supply or
receipt of the Fixed Income Datafeed.
For example; planned re-location of the INSTINET service to a
business continuity installation
(ii) Notification of changes to the INSTINET hardware or software
environment that may incur activation of business continuity
measures will be made available to Reuters via a project schedule
agreed between Reuters and INSTINET at the relevant time.
(iii) INSTINET will include notification of Reuters as part of their
business continuity procedures where the receipt of the Fixed
Income Datafeed may be affected.
5.8 TIBCO table space access
INSTINET shall not use access to the T&C's Host for any purposes other
than operational purposes related to the subject matter of the Agreement.
37
<PAGE> 38
6.0 REUTERS Service Level Commitments
6.1 Operations
(i) Reuters will be available for contact by INSTINET as described in
Appendix A.
(ii) Reuters will contact INSTINET as described in Appendix A
6.2 Fault management
(i) Reuters will log, maintain and track faults in the Fixed Income
Datafeed.
(ii) Reuters will manage any faults in the Fixed Income Datafeed in
accordance with the MTC Docklands problem management procedures (see
section 8.3 of the SLA -- Bibliography - for further details).
6.3 Fault Escalation
(i) Fault escalation of all errors affecting the supply or quality of
the Fixed Income Data, once identified, will be made to INSTINET
within 30 minutes.
(ii) All fault escalation will be maintained via the communication
mechanisms defined in Appendix A.
(iii) In the event of an ongoing problem awaiting resolution, regularity
of updates and contacts shall be defined by Reuters and INSTINET at
the time of the incident.
6.4 Planned Maintenance
(i) Reuters will not guarantee the operation of the Fixed Income
Datafeed during the published maintenance windows as shown in
Appendix B of the SLA.
(ii) Reuters will inform INSTINET of any alteration to the maintenance
window as described in Appendix B with 28 days' notice.
6.5 Change Control
(i) Reuters will agree with INSTINET all configuration, installation or
hardware changes that may affect the supply of the Fixed Income
Datafeed 28 days in advance of the change.
(ii) Reuters will only apply changes as defined by the SOFID change
management procedures (See Section 8.3 of the SLA -- Bibliography
-- for further details).
(iii) Changes made in response to faults will escalated as per the
escalation mechanisms described in Appendix A
38
<PAGE> 39
(iv) Any change not notified in accordance with the above will be
classified as an `emergency release' which is further defined in
Section. 8.1 of the SLA - Definitions).
6.6 Hardware/Software vendor support
All systems used by Reuters in support of the Fixed Income Datafeed will
be included within established Reuters vendor support agreements.
6.7 Business continuity/relocation of service
(i) In the event of Reuters activating business continuity measures,
Reuters will inform INSTINET of any consequential alteration of the
Fixed Income Data feed.
(ii) Reuters will use its reasonable endeavours to re-locate the T&C's
Host to its business continuity environment within the time
constraints defined in the Key Product Quality Parameters (KPQP)
statement (See Section 8.3 of the SLA -- Bibliography -- for further
details).
(iii) Reuters will include notification of INSTINET as part of its
business continuity procedures where the delivery of the Fixed
Income Data is affected.
7.0 SLA Administration
This SLA is administered jointly by INSTINET and Reuters Quality Systems
Group at GTC-L Docklands (the "Quality Systems Group"). Both parties are
responsible for facilitating future reviews and amendments to the SLA. The
Quality Systems Group shall manage updating and distribution of this
document during it's life cycle.
The SLA will be subject to audit and review at YEARLY intervals as a
minimum by the Quality Representatives of both parties. Any amendments
will be subject to mutual agreement between Reuters and INSTINET and will
be recorded in accordance with Clause 8 of the Agreement..
Non-compliance or details of other deficiencies noted during the operation
of this SLA should be sent by e-mail to the following generic account held
by the Quality Systems Group:
Teamlinks Account: SLA_ADMIN
A record of all non-compliance matters and other deficiencies will be
maintained by the Quality Systems Group and will be carried forward for
discussion at the SLA management review described in Section 4.1 of the
SLA.
39
<PAGE> 40
8.0 References
8.1 Definitions
(i) Emergency Release
An EMERGENCY RELEASE is one which it may be necessary to issue and install
without complying with some, or all, of the normal requirements or
controls applied to routine planned releases. It must be authorised by
both a INSTINET technical manager and by Reuters senior operations
management.
An EMERGENCY RELEASE may for example be necessary to overcome or correct
existing or potential service degradation, or to address a serious
business threatening situation.
Notwithstanding the above, any EMERGENCY RELEASE must be supplied with
adequate information or documentation to enable Operations to safely
install the release without further jeopardising any aspect of the Fixed
Income Datafeed. Once an EMERGENCY RELEASE has been applied, all normally
required documentation that may be outstanding must be completed and
supplied to Operations within FIVE working days.
8.2 Glossary
GTC-G Global Technical Centre Geneva
GTC-L Global Technical Centre London
SOFID Service Operations Financial Information
Databases
SSHD GTC Service Support Help Desk
40
<PAGE> 41
8.3 Bibliography
All documentation pertaining to the SLA is available from the QMS Intranet
website;
REFERENCE:
"The GTC-L Technical operation Quality Management System"
Where the following referenced documents will be available;
Document Title Reference
SOFID change management procedure FID/PROC/022
MTC Docklands Service Operations FID FID/PROC/004
Problem Management Procedures
GTC-L Docklands Document Control Procedure GTCL_QMS/PROC/OO1
The KPQP statement pertaining to the SLA is available from the website
http://www.ri.ime.reuters.com/fixedincome/instinet
Document Title Reference
Key Product Quality Parameters Refer to web page
8.4 Distribution List
Reuters
Rob Wallace
Richard Dixey
Adrian Whear
Mark Sanwell
GTC-L Shift Managers
Tony Cutting
INSTINET
Andrew Rieger
Rachel Moseley
Mike Fogarty
Bob Sillars
41
<PAGE> 42
9.0 Appendices
Appendix A: Communication mechanisms
(i) Reuters Operational Contacts (24 Hour)
All calls to Reuters GTC-L will be initiated through the service
support help desk (SSHD). Escalation to other Reuters groups will be
advised accordingly.
SERVICE SUPPORT HELP DESK Tel: +44 171 542 2777
The management escalation point for access to SSHD
GTC-L Shift Managers Tel +44 171 542 6665
In the event of escalation from the SSHD to SOFID the following
contact number will be used;
SOFID CONTROL Tel: +44 171 542 5234
All e-mail contact should be made via the following account
Teamlinks account: SSHD
42
<PAGE> 43
(ii) INSTINET operational contacts (24 Hour)
The following numbers are the prime initial contact points for
INSTINET
System Operations +001 201-305-6701
Network Operations +001 201-305-6700
The following management escalation contacts will be made via one of
the above quoted Operations contact numbers;
Tyrone Johnson Manager Systems Operations,
Michael Fogarty Director Systems & Network Operations
Kaz Timur VP Operations & Support
All e-mail contact should be made via the following account
Lotus notes accounts;
NFC CSS NETWORK
SYSTEMS OPERATIONS
Appendix B: Maintenance Window.
(i) The systems used to support the T&C's feed are subject to the
following maintenance period
Sat 16:OOHrs GMT to Sun 20:00 GMT
(ii) Product Support Matrix
All fault escalation to the groups specified below will be made
via/by the SSHD, or SOFID control
Component Support Group Coverage
Pathfinder III SOFID -- I&S 24*7
Terms and Conditions system, system management SOFID -- TSG 24*7
Terms and Conditions system, database administration SOFID -- DBA 24*7
Infrastructure (non-HPSNng) PEG 24*7
Infrastructure HPSNng RTI 24*7
43
<PAGE> 44
Appendix C: Overview of the Fixed Income Data Delivery Environment
As stated in the Systems/Services section of the SLA the delivery of the
Fixed Income Data utilises the following systems:
The Fixed Income Datafeed
The T&C's Host
The Reuters-side firewall platform
The relationship between these systems is shown in the following diagram
Reuters Production
Environment (Reference
database, RDB)
|
|
The Terms and Conditions Host
(INST_TCL London &
INST_TCG, Geneva)
|
|
Firewall System
|
| Reuters Managed
| Environement
----------------------------------------------
| INSTINET Managed
| Environment
|
|
INSTINET
Production
Environment
44
<PAGE> 45
10.0 Revision History
ISSUE DATE REASON FOR ISSUE AUTHORISED
NO ISSUED
.001 22/04/99 DRAFT FOR COMMENT
0.1 08/06/99 Final draft including revisions.
0.2 28/06/99 Revise draft 0.1
0.3 01/07/99 Revision of draft 0.2
1.0 16/08/99 First formal Issue
1.1 22/09/99 Revisions incorporated from formal review
45
<PAGE> 46
SCHEDULE 4
TRADED PRICE DATA
Instinet will provide traded price data to Reuters for those asset classes in
respect of which Reuters has provided Instinet with Fixed Income Data and as
further provided in this Schedule:
Part 1
Last traded price for the following asset classes:
o Euro denominated government debt; and
o US Treasuries
With effect from the date of Agreement the last traded price data initially
supplied by Instinet will be for all the above fixed income instruments actively
brokered through the Fixed Income Service.
Because all prices in the Fixed Income Service are live, the last traded price
data supplied for the above asset classes will be a feed of the actual traded
prices -- ie. no 'indicative', co-mingled or selective data will be supplied by
Instinet. The last traded price data will include both cash quotes and basis
quotes (where these are part of the Fixed Income Service).
Initially, the last traded price data supplied through the Traded Price Datafeed
will be delayed by Instinet for five (5) minutes prior to publishing over
Reuters pages. However, the length of delay will be subject to review, and
possible improvement, on the six month anniversary of this data becoming
available over Reuters pages.
It is acknowledged by Reuters that Subscriber sensitivity over new types of
assets added by Instinet to the Fixed Income Service over time, such as credit
products, may result in different embargoes being imposed by Instinet on the
release of individual items of last traded price data.
It is understood by both parties that it is the intention of Instinet to provide
Reuters with progressively greater breadth and depth and shorter time delays in
respect of the last traded price data and that it is Instinet's objective in due
course to provide Reuters with full asset coverage in real-time for last traded
prices. Notwithstanding the foregoing, Reuters acknowledges that the release
over Reuters pages of any last traded price data for new asset classes and/or in
greater depth and/or subject to a shorter time delay than that provided for at
the date of this Agreement will in each case be subject to the written consent
of Instinet.
Part 2
Daily closing price for the following asset classes:
46
<PAGE> 47
o Euro denominated government debt; and
o US Treasuries
The delivery times for this data are expected to be 6.OOpm in London and 2.OOpm
NY. Instinet will inform Reuters should this change.
No delay is required before this data may be published over Reuters pages.
It is understood by both parties that it is the intention of Instinet to provide
Reuters with progressively greater breadth and depth in respect of the daily
closing price data and that it is Instinet's objective in due course to provide
Reuters with full asset coverage in relation to such data. Notwithstanding the
foregoing, Reuters acknowledges that the release over Reuters pages of any daily
closing price data for new asset classes and/or in greater depth than that
provided for at the date of this Agreement will in each case be subject to the
written consent of Instinet.
47
<PAGE> 48
[LOGO] REUTERS
August 1, 2000
Instinet Corporation
875 Third Avenue
New York
New York 10022
United States
For the attention of Peter Fenichel
Dear Sirs,
Fixed Income Data Agreement
With reference to the Fixed Income Data Agreement (the Agreement)
entered into between Instinet Corporation (Instinet) and Reuters
Limited (Reuters) commencing on 1 October 1999, this letter records
certain amendments to the Agreement and should be read in conjunction
with the Agreement. In the event of any inconsistency between this
letter and the Agreement, the provisions of this letter will prevail.
Capitalised terms are defined either in the Agreement or in this
letter. Except as expressly set out in this letter, the Agreement
remains unamended and in full force and effect.
In consideration of the mutual agreements set out in this letter, the
terms of the Agreement are amended as follows:
Clause 6.2: this clause is deleted and replaced with the following:
"As soon as is practicable, Instinet will commence delivery of the Traded
Price Data to Reuters subject to the embargoes described in Schedule 4.
Representatives of Reuters and Instinet will meet at regular intervals
commencing in September 2000 to discuss and agree the specific date on
which instinet will release the Traded Price Data to Reuters for inclusion
in Reuters Services."
Schedule 2: Schedule 2 is deleted and replaced in its entirety by the new
Schedule 2 attached to this letter.
<PAGE> 49
Please indicate your acceptance of the above by signing and returning the
attached copy of this letter to us. The terms of this letter will become legally
binding as soon as we receive your signed counterpart.
Yours faithfully,
/s/ William Goldy
-----------------------------
Bill Goldy
Director, Core Business
Reuters Limited
----------------------------- --------------------------------
signed for and on behalf of date
Instinet Corporation
<PAGE> 50
SCHEDULE 2
FIXED INCOME DATA
ASSET CLASSES REQUIRED BY INSTINET
PART 1
Subject to the terms of the Agreement, with effect from the date of the
Agreement Reuters will provide Instinet with Fixed Income Data in relation to
the following asset classes:
Governments*:
o All US Treasuries
o All Euro denominated Government debt issued in the 11 converting
countries: Austria, Belgium, Finland, France, Germany, Ireland, Italy,
Luxembourg, Netherlands, Portugal, Spain.
PART 2
Subject to the terms of the Agreement, Reuters will use its reasonable
endeavours to provide Instinet with Fixed Income Data for at least the following
asset classes by dates to be agreed between Reuters and Instinet in accordance
with the priorities set out below:
(i) Primary
o Jumbo Pfandbriefe
o US Agencies
o US Corporates
o UK Governments - Gilts
o Eurobonds (both US Dollar and Euro denominated and any other currencies
available to Reuters.
(ii) Secondary
o Futures
o Governments:
Japan (JGBs)
<PAGE> 51
Norway
Denmark
Finland
Switzerland
Canada
o Agencies:
Canada
Euro-denominated
o Supranationals:
US
Euro-denominated
o Canadian Provinces
The list of asset classes in Part 2 of this Schedule is not intended to be
exhaustive and may be supplemented from time to time by agreement between the
parties.
* Note: Governments comprise all applicable issued instruments for the relevant
country such as coupons, zeros, strips, index linked and bills.