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XXXXX DISSEMINATION SERVICE
Subscription Agreement
This Subscription agreement (the "Agreement") is made the 11th day of September
1998 between TRW Inc., Systems And Information Technology Group (TRW), Xxx
Xxxxxxx Xxxxxx Xxxx Xxxxx, Xxxxxxx, Xxxxxxxx 00000, and Cybernet Data Systems,
Inc. ("Subscriber"), a Delaware corporation with its principal office located at
00 Xxxxxxxxxx Xxxxxx, Xxxxxxx, XX 00000 under the following circumstances:
A. The United States Securities and Exchange Commission (the "SEC") has
established the operational Electronic Data Gathering, Analysis and Retrieval
System (the "XXXXX" System) for the electronic filing of information required
pursuant to the federal securities laws and the rules and regulations
thereunder.
B. TRW is distributing electronically certain SEC filings filed through the
XXXXX System as part of the XXXXX System Dissemination Service operated by TRW
and Subscriber desires to subscribe to such service.
NOW, THEREFORE, the parties agree as follows:
TRW follows a series of protocols to insure that the XXXXX filings distributed
by TRW as part of the XXXXX Dissemination Service and derived from the XXXXX
Filing System reflect the content of the machine-readable XXXXX Filings used by
the SEC as official custodian of these records. This does not mean that the
XXXXX Filings distributed by TRW are free of errors. TRW endeavors to reproduce
the official machine-readable version of the XXXXX Filings. TRW does not attempt
to correct errors which may occur in the official version.
Subscriber hereby subscribes to and TRW agrees to provide the XXXXX
Dissemination Service (as hereinafter defined) in accordance with the terms and
subject to the conditions set forth in this Agreement, including those set forth
below and on the reverse side hereof. This Agreement incorporates by reference
the terms and conditions of the Broadcast Service Details and Price Schedule
dated (the "Price Schedule"), a copy of which has been provided
to Subscriber and is attached hereto.
TRW Inc. (S&ITG) SUBSCRIBER
By: By: /s/ Xxx Xxx
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Print Name: Print Name: Xxx Xxx
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Title: Title: Chief Operating Officer
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Date: Date: September 11, 1998
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SECTION 1, DEFINITIONS.
(a) "XXXXX Filings" - public filings made in the XXXXX System. THIS PERTAINS TO
ONLY THOSE COMPANIES REQUIRED TO FILE REPORTS WITH THE SEC. CERTAIN SEC FILINGS
MADE BY THE COMPANIES THAT DO PARTICIPATE MAY NOT BE FILED BY MEANS OF THE XXXXX
SYSTEM, MOREOVER, FILINGS THAT ARE MADE IN THE XXXXX SYSTEM MAY NOT BE COMPLETE.
(b) "XXXXX Dissemination Service" -- the service operated by TRW more fully
described in the Price Schedule which endeavors to make available to the
Subscriber XXXXX Filings.
SECTION 2, SUBSCRIPTION PRICE; PAYMENT PROCEDURES.
(a) Charges payable by Subscriber for the XXXXX Dissemination Service are set
forth in the Price Schedule. Payment shall be made by Subscriber upon receipt of
the invoices.
(b) Subject to any necessary approval by the SEC, TRW may increase or decrease
the charges payable hereunder by giving Subscriber not less than 30 days prior
written notice of such change.
(c) The charges specified in this Agreement are exclusive of all state and local
taxes which shall, to the extent such taxes are applicable, be paid by
Subscriber.
SECTION 3, WARRANTIES; REMEDY; LIMITATION OF LIABILITY; INDEMNIFICATION.
(a) NOT WITHSTANDING ANY OTHER PROVISIONS OF THIS AGREEMENT TRW HEREBY DISCLAIMS
ALL WARRANTIES OF ANY TYPE NOT EXPRESSLY STATED IN THIS AGREEMENT, EXPRESS OR
IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES WITH RESPECT TO THE
EXACTNESS, COMPREHENSIVENESS, ACCURACY OR ADEQUACY OF THE XXXXX DISSEMINATION
SERVICE OR THE XXXXX FILINGS, INCLUDING WARRANTIES OF MERCHANTABILITY OR
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FITNESS FOR A PARTICULAR PURPOSE, OR ANY WARRANTY FOR YEAR 2000 COMPLIANCE.
SUBSCRIBER HEREBY WAIVES ALL RIGHTS WHICH IT MIGHT HAVE (NOW OR IN THE FUTURE)
TO MAKE A CLAIM AGAINST TRW FOR BREACH OF ANY SUCH WARRANTIES. SUBSCRIBER
ACCEPTS THE XXXXX FILINGS AND ANY RELATED INFORMATION "AS IS." SUBSCRIBER HEREBY
ACKNOWLEDGES THAT NO EXPRESS OR IMPLIED WARRANTIES HAVE BEEN MADE BY TRW UNDER
THIS CONTRACT.
(b) TRW IS NOT RESPONSIBLE FOR THE CONTENT OF THE XXXXX FILINGS, AND
SUBSCRIBER SHALL MAKE NO CLAIM AGAINST TRW ARISING OUT OF SUCH CONTENT.
(c) TRW'S LIABILITY UNDER THIS AGREEMENT OR IN CONNECTION WITH ANY CLAIM
ARISING OUT OF OR RELATING TO THE XXXXX DISSEMINATION SERVICE SHALL BE LIMITED
TO THE LESSER OF THE AMOUNT OF SUBSCRIBER'S ACTUAL DIRECT DAMAGES OR THE
SUBSCRIPTION FEES PAID TO TRW HEREUNDER. Subscriber's right to monetary damages
in such amount shall be exclusive of all other remedies which Subscriber may
have at law or in equity against TRW, any affiliate of TRW, or any officer,
director, employee, subcontractor, agent, successor, or assign of TRW or any
such affiliate (hereinafter jointly referred to as a "related party").
(d) IN NO EVENT SHALL TRW OR ANY RELATED PARTY BE LIABLE TO SUBSCRIBER FOR
ANY SPECIAL, INDIRECT, CONSEQUENTIAL OR INCIDENTAL DAMAGES ARISING OUT OF, OR AS
THE RESULT OF, THE XXXXX DISSEMINATION SERVICE OR THE XXXXX FILINGS PROVIDED BY
TRW UNDER THIS AGREEMENT, OR THE PROVISION OF ANY EQUIPMENT OR FACILITIES BY TRW
IN CONNECTION THEREWITH, OR ANY CHARGES OR EXPENSES OF ANY NATURE INCURRED
WITHOUT TRW'S WRITTEN CONSENT AND REGARDLESS OF WHETHER ARISING OUT OF A
CONTRACT CLAIM, TORT CLAIM OR OTHERWISE AND REGARDLESS OF WHETHER SUCH DAMAGES
ARE FORESEEABLE; PROVIDED, HOWEVER, THAT THE FOREGOING LIMITATION SHALL NOT
APPLY TO DAMAGES OCCURRING AS A RESULT OF THE GROSS NEGLIGENCE OR INTENTIONAL OR
RECKLESS CONDUCT OF TRW OR A RELATED PARTY.
(e) Subscriber assumes sole responsibility for its use of the XXXXX
Dissemination Service and the XXXXX Filings and shall indemnify and hold TRW
harmless from and against all liabilities, claims, and damages that arise in
connection with or as a result of Subscriber's use of the XXXXX Dissemination
Service or sale of the XXXXX Filings or copies thereof and the use or sale of
the XXXXX Filings or copies thereof by any person who acquires them directly or
indirectly from Subscriber.
XXXXXXX 0, XXXX XXX XXXXXXXXXXX.
Either party may terminate the XXXXX Dissemination Service upon 30 days written
notice to the other party. In addition, Subscriber acknowledges that, in the
future, TRW may change the media and format of the XXXXX Dissemination Service
and make certain other changes in connection with the introduction of expanded
offerings under the XXXXX Dissemination Service. No termination of this
Agreement shall release or affect any obligations or liabilities incurred by
either party under this Agreement prior to the effective date of such
termination.
XXXXXXX 0, XXXXX XXXXXXX.
XXX shall have no liability to Subscriber for any damages whatsoever arising out
of or as a result of the failure by TRW to provide the XXXXX Dissemination
Service as provided in this Agreement: (i) because the XXXXX Filings are not
made available to TRW at its XXXXX Dissemination Service facility; (ii) because
of actions taken by the SEC (or required by the SEC to be taken) or actions not
taken by the SEC (or required by the SEC not to be taken); or (iii) as a direct
or indirect result of any other use or circumstance beyond the reasonable
control of TRW (including, without limitation, acts of God, acts of public
enemy, war, accidents, fires, electrical or equipment failures, strikes, postal
delays, explosions or governmental orders or regulations).
SECTION 6, NOTICES.
Any notice or demand required or permitted under the terms of this Agreement
shall be sufficiently given to either party if sent by certified or registered
United States mail to such party at its address appearing at the beginning of
this Agreement, or to such other address as such party may have designated for
such purpose by notice given in accordance with this Section 6.
SECTION 7, ASSIGNMENT.
This Agreement may not be assigned, in whole or in part, by Subscriber without
the prior written approval of TRW.
SECTION 8, ENTIRE AGREEMENT.
This Agreement, which includes the Price Schedule, contains the entire agreement
between the parties with respect to the matters set forth herein and superseded
all negotiations, representation, warranties, commitments, offers, and
contracts, whether oral or written, prior to the date hereof.
SECTION 9, GOVERNING LAW.
This Agreement shall be construed according to, and the legal relations between
the parties shall be governed by, the laws of the State of Virginia.
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XXXXX DISSEMINATION SERVICE Ver. 9/1 9:45 am
BROADCAST SERVICE DETAILS AND PRICE SCHEDULE
NOVEMBER 1998
This Price Schedule sets forth terms under which TRW, Inc. (TRW) agrees to make
available to Subscriber the XXXXX Dissemination Service
1. BROADCAST SERVICE (LEVEL I)
TRW shall provide Subscriber with a broadcast stream of data which contains the
XXXXX Filings as they are made available to TRW by the SEC for public
dissemination at TRW's XXXXX Dissemination Service Facility. Subscriber shall
take delivery of the data F.O.B. at TRW's XXXXX Dissemination Service Facility.
The data format may change from time-to-time and TRW shall use its best efforts
to give Subscriber prior notice of any such change.
2. CHARGES (11/1/98-12/31/99)
Subscription charges (includes appropriate copy of FastCopy) $
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Additional Line Charges $
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3. NETWORK EQUIPMENT
Subscriber shall provide line and line termination equipment that shall
terminate on dedicated communications ports on the computer located at TRW's
XXXXX Dissemination Service facility. This facility is located at TRW, 0000
Xxxxx Xxxxxx Xx., Xxxxx 0X, XxXxxx, XX 00000.
4. PEAK PERIOD SERVICE
Subscriber is responsible for acquiring and paying for a line with sufficient
speed to handle the Peak Period Volume. A T1 line is recommended. Peak Periods
and Peak Volumes are discussed in TRW's Technical Specification that is
provided to subscribers separately. If a Subscriber fails to provide lines with
sufficient line speed to support the Peak Period Volumes, TRW may not be able
to provide broadcast service to them during these periods. Subscribers may
download Filings from TRW's designated Internet Service Provider (ISP) as
described in item 9.
5. COMMUNICATIONS PROTOCOL
Subscriber will be provided with an appropriate version of FastCopy which has
its own proprietary communications protocol. The cost of FastCopy is included
in the subscription price.
6. DATA COMPRESSION/ENCRYPTION
TRW shall compress and encrypt the broadcast data stream.
Decompression/decryption software shall be provided to Subscriber at no
additional charge. From time-to-time, as necessary during the term of this
agreement, TRW may modify the decompression/decryption software.
7. TECHNICAL SUPPORT
TRW shall provide Subscriber with Technical Specifications and up to five hours
of telephone consultation in order to establish the broadcast link between
Subscriber's office and the TRW XXXXX Dissemination facility. Additional or
other consultation hours shall be at the charge per hour in 12D.
8. TAPES
TRW is not offering tapes of any kind, at this time.
9. BACKUP
Subscriber may download Filings from TRW's designated Internet Service Provider
using the instructions, telephone number, User ID and Password issued to
Subscriber by TRW.
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Ver. 9/1 9:45 am
10. TEST BROADCAST
Prior to the availability of the live broadcast, TRW shall make available to
Subscriber a test broadcast.
11. ADDITIONAL LINE
Subscriber may acquire an additional line to be used as backup in the event
that the primary line fails. Subscriber is responsible for the acquisition and
payment for the additional line and line termination equipment. If a second
line is used, TRW will simultaneously transmit XXXXX Filings to two different
Dissemination Receipt Servers located at Subscriber's site. The Pricelist (item
12) contains TRW's additional charge to accommodate the second line.
12. PRICELIST
A. Broadcast Service Subscription Charge
This charge will be set on October 1, 1998 based on the number of signed
contracts received by that date. The table below contains a 14-month price at
various subscription levels:
SUBSCRIBERS AS OF
OCTOBER 1, 1998 PRICE
1 to 8 $152,172
9 to 15 92,967
16 to 25 55,346
25+ 42,179
B. Subscribers choosing to begin service after November 1, 1998 will be
charged a prorated amount based on dividing the appropriate 14-month price by
14 and then multiplying that number by the number of months remaining in the
14-month period.
C. Additional Line Charge $__________
In addition to Subscriber being responsible for the cost of the additional line
and line termination equipment, TRW shall charge Subscriber the above amount to
recover the costs of an additional copy of FastCopy and other expenses related
to supporting the additional line.
D. Consulting Charge Per Hour $__________
Subscriber is provided up to five hours of telephone consultation in
connection with initially establishing the link between Subscriber site and
TRW's XXXXX Dissemination Service facility. Subscriber may acquire additional
consulting services at the above hourly rate. This may become particularly
desirable during the period prior to the SEC's permitting filing in HTML with
PDF attachments.
