EXHIBIT 10.3
[MULTEX SYSTEMS, INC. LETTERHEAD]
**** CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION PURUSANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED.
BLOOMBERG - MULTEX DISTRIBUTION
AND JOINT SOURCING AGREEMENT
BLOOMBERG L.P.
000 Xxxx Xxxxxx
Xxx Xxxx, XX 00000
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
This Agreement (the "Agreement") is dated as of June 4, 1996 by and between
Bloomberg L.P., a Delaware limited partnership) ("BLP"), and Multex Systems,
Inc. ("Multex").
WHEREAS, BLP owns and operates a worldwide electronic network ("THE BLOOMBERG
terminal"*) consisting of software, data and equipment (the "Equipment") for
the electronic delivery of financial market information and analytic services;
WHEREAS, Multex collects data from brokerage firms and third parties
("Contributors") such as analysis, research and commentary, relating to the
financial markets, including, if any, but not limited to, if any, debt, equity,
option, credit, commodities and foreign exchange data, and certain related data
including, but not limited to, if any, earnings estimates, dividend estimates,
buy/sell recommendations, recommended lists, intraday research bulletins, and
the like ("Reports");
WHEREAS, Multex desires to obtain the opportunity to distribute the service
described on Schedule A hereto (the "Service") to only certain users of THE
BLOOMBERG terminal (the "Users") and BLP desires to make the Bloomberg-Multex
Research Service available to such Users, hereinafter described as "the Research
Service" as described in Schedule A.
WHEREAS, BLP and Multex desire to cooperate to develop products for consumer
online services, Internet delivery and "pay-per-view" delivery;
NOW, THEREFORE, in consideration of the mutual promises and agreements contained
herein, it is hereby agreed as follows:
---------------------
* BLOOMBERG, THE BLOOMBERG terminal, Bloomberg L.P., and BLOOMBERG FINANCIAL
MARKETS are trademarks, trade names and service marks of BLP.
1. DISTRIBUTION OF MULTEX SERVICE.
(a) Subject to the terms and conditions of this Agreement, Multex hereby grants
to BLP, and BLP hereby accepts, a nonexclusive, worldwide license to market
and deliver the Service to Users electronically by means of THE BLOOMBERG
terminal. Multex represents that it has all such rights in, and licenses
to, the information contained in the Service as may be required in order to
permit it to grant to BLP the license granted hereby and to transmit to the
Service to BLP and Users.
(b) Multex represents and warrants to BLP the following: (i) the Service to be
delivered by Multex by means of THE BLOOMBERG terminal will include, at a
minimum, all Reports delivered by Multex to its clients by other "third
party" electronic distribution systems under similar conditions and
circumstances and subject to any limitation contained in any agreement
Multex has with its Contributors; (ii) Multex has obtained the right from
its Contributors to the Reports and has full power, right and authority to
obtain, transmit, and distribute the Service to BLP and its Users subject to
the applicable Contributor agreement with Multex, and (iii) when supplied by
Multex to BLP and its Users the Service and the Reports shall be no less
correct or complete and no less current than similar Reports distributed by
Multex to other Third Party Distributors under the same or similar
conditions or circumstances.
(c) Multex agrees to make available the Service to BLP for transmission to Users
by THE BLOOMBERG terminal no later than the time that the Service is made
available to any other "third party" electronic distribution system.
(d) Multex shall use reasonable commercial efforts to (i) keep the Service
current and complete, (ii) notify BLP promptly of any errors or omissions,
and (iii) if the error or omission is the fault of Multex, correct any such
errors or omissions as promptly as possible under the circumstances.
(e) Each User shall pay (i) to BLP the monthly rental charge such User is
required to pay with respect to THE BLOOMBERG terminal and (ii) any fees
imposed by Multex for access to the Service. Multex agrees that the fees
charged to Users for access to the Service via THE BLOOMBERG terminal will
be no greater than the fees charged for the Service on other "third party"
platforms for the same or similar Service under the same or similar
conditions and to parties similarly situated. Multex agrees that the fee
charged per terminal will remain under [****] for the first [****] years of
this Agreement and future increases will be by mutual consent.
(f) Multex agrees to permit BLP to display the Service without charge over all
BLP internal terminals worldwide for marketing, demonstration and data
quality control purposes. Multex also agree to permit BLP to reference the
Service and Reports, and report on the Service and Reports as part of its
print, broadcasting, and multimedia news gathering
**** Represents material which has been redacted and filed separately with the
Commission pursuant to a request for confidential treatment pursuant to Rule 406
under the Securities Act of 1933, as amended.
operations, subject to Contributor approval. BLP agrees to attribute
information derived from the Service to Multex, as appropriate.
(g) Multex agrees to supply certain data to the Service without charge to BLP or
Users, including, but not limited to; (i) the headlines of its broker-dealer
Contributor reports (ii) earnings estimates and (iii) broker dealer morning
notes, subject to Contributor approval.
(h) Multex agrees to integrate reports, including earnings estimates, morning
notes, and published reports into the "Bloomberg Research" function, subject
to Contributor approval. Subscription based Contributor Reports, where an
additional subscription fee is charged, i.e. Third Parties, will be
displayed on separate Multex menus.
2. CO-MARKETING AND JOINT SOURCING.
(a) BLP agrees to assist Multex in sourcing Strategic Contributors and
Additional Contributors to the Service. Multex agrees to implement
[****] Strategic Contributors selected by BLP and Multex at no charge. BLP
and Multex agree to meet once per quarter to define, establish and review
the target list of Strategic Contributors. Strategic Contributors and
Additional Contributors pay all communications costs to deliver Reports to
Multex.
(b) Strategic Contributors will be issued a letter jointly written by BLP and
Multex on behalf of Multex soliciting their participation in the "Service".
(c) Existing Contributors to Multex will be issued a letter jointly written by
BLP and Multex soliciting their continued participation in the "Service."
BLP agrees to not directly or indirectly solicit any existing Contributors
to Multex, except as provided in 2(k).
(d) Multex agrees to implement and maintain Additional Contributors at its cost,
which will cover hardware, software and monthly service charges. In the
event Multex declines or refuses to incur the cost or to implement and
maintain the Additional Contributors, BLP agrees to undertake these charges,
and in such event, BLP will have the right to restrict the distribution of
the Contributor's information to other third party platforms that are
competitive to BLP (e.g., [****] via Multex. Notwithstanding such
restrictions, Multex has the right to distribute all data to its own
services, i.e., Multex Publisher, MultexNet, without exception. In the event
this Agreement is terminated for any reason, ownership of the equipment
installed at the Additional Contributor's location will revert to BLP.
(e) When applicable, BLP and Multex agree to conduct joint sourcing meetings
with prospective Strategic Contributors and Additional Contributors.
(f) Contributors will not be charged to see their own Reports.
**** Represents material which has been redacted and filed separately with the
Commission pursuant to a request for confidential treatment pursuant to Rule 406
under the Securities Act of 1933, as amended.
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(g) Multex and BLP may mention this Joint Sourcing agreement in press releases,
customer and prospect correspondence and marketing literature. Multex and
BLP agree to circulate a positioning statement of this Joint Sourcing
Agreement to all internal parties involved within 30 days of execution of
this Agreement.
(h) The Service will be branded the "Bloomberg-Multex Research Service". BLP
acknowledges that Multex is the sole and exclusive owner of the Multex name
and copyright. BLP is hereby licensed to use the Multex name in order to
market the "Bloomberg-Multex Research Service." When Multex distributes
Additional Contributor Reports on other platforms with BLP's permission per
Section 2(d), the Reports will be attributed as coming from the "Bloomberg-
Multex Research Service." Both parties shall not use any of the other
party's trademarks, trade names, or service marks in any manner which
creates the impression that such names and marks belong to or are identified
with the other party, and each acknowledges that it has no ownership rights
in and to any of the names and marks of the other.
(i) BLP will retain exclusive distribution rights to all Earnings Estimate
information, including the right to approve distribution to other third
party platforms that are competitive to BLP (e.g., Reuters, Telerate,
Bridge, ILX, Quotron) via Multex. Where Contributors are transmitting
Morning Notes and Earnings Estimates as well as Published Research, the
Morning Notes and Earnings Estimates will take priority over Published
Research in implementation.
(j) Multex retains the exclusive distribution and redistribution rights to all
Morning Notes and Published Research. BLP cannot provide the Reports either
directly or indirectly to a competitor of Multex.
(k) BLP has the right, at any point in time, to take Contributor Reports
directly from any source that directly communicates with either party that
it wishes to bypass Multex.
(l) BLP may at any time enter into Distribution and Joint Sourcing Agreements
with other entities, including direct competitors to Multex provided however
that for a period of [****] year from the signing date of this Agreement,
BLP may not enter into any type of Agreement with [****], unless [****]
agrees to waive all broker penalties and its exclusive rights to broker
research for all [****] sources, of Morning Notes and Research Direct
Reports.
(m) Notwithstanding anything herein to the contrary set forth in Paragraph 2(d)
and 2(i) Multex shall have the unqualified right to distribute any data
restricted under Paragraph 2(d) and 2(i) via its own services, i.e., Multex
Publisher and MultexNet.
**** Represents material which has been redacted and filed separately with the
Commission pursuant to a request for confidential treatment pursuant to Rule 406
under the Securities Act of 1933, as amended.
4
3. FEES.
(a) Multex agrees to pay BLP within 30 days of collection of Service Fees, a
Distribution Fee based on [****] derived from the distribution of the
Service over THE BLOOMBERG terminal. This percentage is outlined in Schedule
B.
(b) In the event that BLP collects, on Multex's behalf, subscriber fees for the
Service, then the per annum Distribution Fee may be retained by BLP from
such fees and the balance remitted to Multex.
4. COOPERATIVE ADVERTISING CREDITS.
(a) BLP will provide [****] per month in Bloomberg Magazine promoting the
"Bloomberg-Multex Research Service" at no cost to Multex.
(b) Multex shall have the option of applying up to [****] of the Distribution
Fee towards the purchase of advertising in any Bloomberg media, including
Bloomberg Magazine in accordance with BLP's published rates.
(c) Multex shall have the option of applying the first [****] of the per annum
BLP Distribution Fee towards mutually agreed joint marketing activities. Any
unused portion of the aforesaid funds shall be carried over to a subsequent
year, provided however, if the unused amount exceeds [****], the excess over
[****] or any amount not spent shall be remitted to BLP.
5. REPORTS AND RECORDKEEPING.
(a) Within 15 days after the end of each month. BLP shall deliver to Multex an
entitlement and usage report of users of the service and Multex shall
deliver to BLP a monthly statement setting forth the revenues derived from
the distribution of the Service over THE BLOOMBERG terminal and the
calculation of the Distribution Fee, if any.
(b) Once per calendar year, upon written request and BLP's expense, Multex will
allow BLP and/or its authorized representatives access to those Multex's
premises, systems, records and other information solely related to the
service as may be needed for verification of the Distribution Fee
calculation.
(c) Bloomberg acknowledges that Multex will have the exclusive entitlement
rights using The Bloomberg FPV function. No other party will have or
exercise the authority to make any Multex entitlement change without the
expressed written consent of Multex Systems, Inc.
**** Represents material which has been redacted and filed separately with the
Commission pursuant to a request for confidential treatment pursuant to Rule 406
under the Securities Act of 1933, as amended.
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6. BLOOMBERG TERMINALS.
(a) During the term of this Agreement, BLP will provide Multex with [****] free
Bloomberg terminals, pursuant to Multex signing a Bloomberg Agreement and
Schedule of Services. Multex agrees to pay all line and installation
charges. Multex will pay full market rate for any additional Bloomberg
terminals.
7. OPTION TO INVEST IN MULTEX.
(a) Multex shall grant BLP a 6 month option to purchase 1,666,667 shares of
Multex common stock at $1.50 per share.
(b) After the expiration of the first option, Multex shall grant BLP an
additional 6 month option to purchase 1,666,667 shares of Multex common
stock at $2.00 per share.
8. TERM AND TERMINATION.
(a) This Agreement shall be effective for five years from the date it is
accepted by BLP and shall be automatically renewed for successive five-year
periods unless BLP elects not to renew by giving not less than 180 day's
prior written notice to Multex. Multex may terminate this Agreement if BLP
provides the Reports either directly or indirectly to a competitor of
Multex, or enters a more favorable Joint Sourcing arrangement with
[****], or fails to pay the fees due to Multex.
(b) NOTWITHSTANDING SUBPARAGRAPH (a) ABOVE, BLP SHALL HAVE THE RIGHT AT ANY
TIME, IN ITS SOLE DISCRETION, TO DISCONTINUE DISTRIBUTION OF THE SERVICE TO
USERS BY MEANS OF THE BLOOMBERG TERMINAL IN THE EVENT THE SERVICE CONTAINS
MATERIAL WHICH DOES NOT COMPLY WITH APPLICABLE LAWS, RULES OR REGULATIONS OR
BLP'S REASONABLE POLICIES AND PRACTICES.
(c) Notwithstanding Sections 3(a) and 3(b), BLP may terminate this Agreement
with immediate effect by notice in writing on any of the following events
(i) if Multex enters into a voluntary or involuntary bankruptcy,
receivership or makes an assignment for the benefit its creditors, (ii) if
BLP is in a material breach of this or (iii) if Multex fails to provide the
Service to BLP (except items (ii) and (iii) shall not apply in the case of
force majeure or for reasons beyond the control of either party) and such
breach is not cured within 90 days of written notice thereof (provided,
however, if the failure cannot be reasonably corrected within 90 days and
the defaulting party has commenced performance during such ninety (90) day
period and proceeds to cure the default, the time curing such default shall
be extended for such period as may be necessary to cure
**** Represents material which has been redacted and filed separately with the
Commission pursuant to a request for confidential treatment pursuant to Rule 406
under the Securities Act of 1933, as amended.
6
the default. Except in the case of monies due, or fees required to be paid
hereunder, the notwithstanding above such monies or fees shall be paid
within thirty (30) days after Notice.
In the event of termination under 3(b) or 3(c), Multex will make available a
license to the Multex technology, software, hardware, Contributor lists and
contacts, 180 days of assistance, and other materials as may be necessary
for BLP to continue operation of the Service directly without Multex's
participation.
9. ASSIGNABILITY.
This Agreement shall be binding upon and inure to the benefit of the parties
hereto and their respective successors and assigns. Neither the Multex nor
BLP shall assign this Agreement or any right or obligation hereunder without
the prior written consent of the other. Furthermore, this Agreement shall
inure to the benefit of and be binding on any successor to all or
substantially all of the business and or properties of Multex relating to
the subject matter of this Agreement, whether by merger, sale of assets or
other agreements or operations of law.
10. LIMITATIONS OF LIABILITIES AND INDEMNIFICATION.
BLP, its officers, employees, suppliers, and third party agents shall have
no responsibility or liability, contingent or otherwise, for any injury or
damages, whether caused by the negligence of BLP, its employees,
subcontractors, agents, equipment vendors or otherwise, arising in
connections with the use or transmission of Service pursuant to this
Agreement and shall not be liable for any lost profits, punitive, incidental
or consequential damages or any claim against Multex by any other party. BLP
shall not be responsible for or have any liability for any injuries or
damages caused by the Service or delays or interruptions of the Services,
from whatever cause. Multex is solely responsible for the Service and the
resultant output thereof in whatever form. BLP shall have no liability or
responsibility for the security or maintenance of any Service input by
Multex. BLP shall have no liability or responsibility for any errors,
omissions, delays or inaccuracies in the Service, nor for any damages
suffered by Multex or any others resulting from disseminating the Service
through THE BLOOMBERG terminal. Multex shall indemnify BLP and hold it
harmless and at Multex's expense defend BLP against any loss, claim, demand
or expense (including reasonable attorneys fees) arising out of the
negligence of Multex.
BLP acknowledges and agrees that the Research provided by the Multex
Technology shall remain the property of the Contributors and BLP shall not
in any way transfer or encumber any interest in the Research or assert any
rights therein. BLP understands, and agrees that the transmittal of the
Research to BLP may be restricted by applicable securities laws or by the
internal policies and practices of the Contributors.
7
BLP shall refrain from (i) making any representations or warranties of any
kind concerning the Research; or (ii) modifying, amending, editing, or
otherwise revising, in any manner, the content or format of the Research.
The Research shall be transmitted to clients in its entirety (including all
accompanying disclaimers and proprietary notices) and without revision by
BLP. BLP shall use reasonable efforts to prevent interception, inappropriate
disclosure, or use of the Research by unauthorized persons. Towards that
end, BLP will ensure that its employees abide by the provisions of this
agreement and do not illegally trade on or wrongfully disclose any
information given to BLP by Multex.
To the extent any such Research Agreements provide for the following, it
shall be made a part of this Agreement and apply to that Contributor, BLP
shall defend, indemnify and hold harmless Multex and the Contributor, and
their successors and assigns, against any and all actions, proceedings,
claims, liabilities, demands, costs, damages, losses, and expenses to which
Multex or the Contributors may be subjected by reason of Distributors
distribution and use of the Research. MULTEX shall provide notice to BLP of
any Research Agreement which contains language of this Section 3.9, and will
provide separate rider to be executed by such parties.
11. WARRANTY DISCLAIMER.
BLP MAKES NO EXPRESS OR IMPLIED WARRANTIES RELATING TO THE PRODUCTS OR
SERVICES COVERED BY THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO WARRANTIES
OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
NEITHER THE CONTRIBUTOR NOR MULTEX MAKE ANY WARRANTIES WHATSOEVER, EXPRESSED
OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY WARRANTIES OR FITNESS FOR A
PARTICULAR PURPOSE OR MERCHANTABILITY, CONCERNING THIS AGREEMENT, THE
SERVICES OR EQUIPMENT (IF ANY) PROVIDED HEREUNDER, THE BLOOMBERG-MULTEX
RESEARCH SERVICE OR THE REPORTS. THE REPORTS AND THE SERVICES PROVIDED
HEREUNDER ARE PROVIDED "AS IS" WITH NO WARRANTIES WHATSOEVER. NEITHER THE
CONTRIBUTORS NOR MULTEX MAKES ANY REPRESENTATION OR WARRANTY THAT THE
OPERATION OF THE SOFTWARE SHALL BE UNINTERRUPTED OR ERROR FREE NOR GUARANTEE
THE ACCURACY, VALIDITY OR COMPLETENESS OF THE REPORTS. MULTEX AND THE
CONTRIBUTORS HEREBY DISCLAIM ANY LIABILITY FOR, INDIRECT, COMPENSATORY,
CONSEQUENTIAL, SPECIAL, LOST PROFITS, PUNITIVE, OR OTHER DAMAGES, COSTS OR
EXPENSES OF ANY KIND ARISING FROM THIS AGREEMENT, OR BLP'S RECEIPT, USE OF,
OR DELAY IN RECEIVING OR FAILURE TO RECEIVE, THE REPORTS.
8
Multex's and its Contributors shall not have any obligation or liability to
BLP or any third party relating to, or arising (i) the supplying, furnishing
or the failure to supply or furnish the Reports (including the information
contained therein) or Services, (ii) errors or omissions in connecting,
routing, processing, transmitting, distributing or displaying the Reports,
or (iii) the accuracy of the Reports or securities or commodities
information and prices, and related market and statistical information and
prices displayed, carried or furnished by or through the Services. Multex
and Contributors shall not have any liability for damages, direct or
indirect, special, consequential, compensatory, lost profits, for any
defaults arising out of this Agreement.
Multex maximum liability hereunder for any other cause not exculpated
hereunder, whether in tort or contract, shall not exceed the actual damages.
Multex may discontinue and terminate providing all or a portion of the
Reports upon ten (10) days prior notice (or such shorter notice if the
Contributor so directs) (i) if the Contributor of such Reports notifies and
directs Multex to discontinue or terminate providing the Reports, (ii) BLP
has breached its agreement with the Contributor, (iii) Contributor has
terminated its agreement with BLP, (iv) Contributor discontinues offering
such Reports, (v) Contributor, for whatever reason, directs Multex to
discontinue providing the Reports to BLP, (vi) BLP has not received
authorization from Contributor to receive the Reports, and (vii) Contributor
terminates its agreement with Multex.
BLP recognizes and understands that Multex cannot and does not guarantee in
any way, the content, timeliness, or availability of the Reports or
Services. Accordingly, BLP agrees that Multex shall not have any obligation
or liability to BLP (whether caused directly or indirectly) relating to or
arising out of (i) the interruption, delay or failure in connecting,
transmitting, routing, delivery, or distributing the Services or Reports,
(ii) errors in connecting, transmitting, processing, disseminating,
furnishing, displaying or distributing the Reports or Services, (iii) the
unavailability of Reports or Services, (iv) the accuracy of the Reports
(including the securities, pricing or commodities information contained
therein) or the accuracy of the Reports as may be displayed, furnished or
transmitted by or through the Services, (v) errors in entitling BLP with
Reports that BLP is not entitled to receive or the failure to entitle BLP,
(vi) the acts or omissions of the Contributors, including the termination or
discontinuance of the Reports by Contributors to Multex or BLP. Multex's
sole liability to BLP or any Third Party for claims, notwithstanding the
form of such claims (e.g., contract, negligence or otherwise), arising out
of items (i) through (vi) above, shall be to use reasonable efforts to
resume the Services, make the Services or Reports available to BLP or
correct any errors as promptly as reasonably and feasibly practicable.
12. MAINTENANCE AND CIRCUMSTANCES BEYOND BLP'S CONTROL.
9
Neither BLP nor Multex will be deemed in default or liable hereunder if, as
a result of any cause or circumstances beyond such party's reasonable
control or any repair work or routine maintenance, there occurs a delay in
or failure or interruption of (1) service to any User, or (2) transmission
of the Service. So long as any such failure continues, the party responsible
for such service or transmission will use its reasonable best efforts to
eliminate such conditions and will keep the other party fully informed at
all times concerning the matters causing such delay or default and the
prospects for their termination.
13. CONFIDENTIALITY.
(a) The following materials and information and all copies thereof of whatever
nature are designated as "confidential" and are the proprietary information
and trade secrets of BLP: (i) the computer software possessed by BLP and
all source documents relating to such computer software; (ii) proprietary
business information of BLP (including, without limitation, the names and
addresses of Users, information providers and suppliers), and business
information that BLP does not generally make available to the public; (iii)
the methods, means, personnel, Equipment and software by and with which BLP
provides THE BLOOMBERG terminal; and (iv) any other information that BLP
reasonably designates, by notice in writing delivered to Multex, as being
confidential or a trade secret.
(b) The following materials and information and all copies thereof of whatever
nature are designated as "confidential" and are the proprietary information
and trade secrets of the Multex: (i) proprietary business information of
the Multex, and business information that the Multex does not generally make
available to the public; and (ii) any other information that the Multex
reasonably designates; by notice in writing delivered to BLP, as being
confidential or a trade secret.
(c) All such proprietary or confidential information of BLP or of Multex shall
be kept secret by the Multex or BLP, as the case may be, to the degree it
keeps secret its own confidential or proprietary information. Such
information belonging to either party shall not be disclosed by the other
party to its employees except on a need-to-know basis or to agents or
contractors of such other party, but may be disclosed by such other party to
state or federal agencies, authorities or courts upon their order or request
provided prompt notice of such order or request is given by such other party
to the party to which such information belongs, if such notice is legally
permitted.
(d) No information that would otherwise be proprietary or confidential for the
purposes of this Agreement pursuant to paragraph (a) or (b) above shall be
subject to the restrictions on disclosure imposed by paragraph (c) hereof in
the event and to the extent that (i) such information is in, or becomes part
of, the public domain otherwise than through the fault of the party to which
such information does not belong, (ii) such information was known
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to such party prior to the execution of this Agreement, or (iii) such
information was revealed to such party by a third party; or (iv) is required
to be disclosed pursuant to any law or court.
14. WAIVER.
No waiver by either party of a breach of any provision of this Agreement by
the other party shall operate as a waiver of any subsequent breach.
15. ADVERTISING OR PUBLICITY.
Either party may routinely reference the other in advertising, marketing or
publicity releases; provided, however, that prior approval must be obtained
for claims of substance.
16. COMPLETE AGREEMENT MODIFICATIONS OR WAIVERS.
This Agreement, together with Schedule A and B is the complete and exclusive
statement of the agreements between the parties with respect to the subject
matter hereof and supersedes any oral or written communications or
representations of agreements relating thereto. No changes, modifications or
waivers regarding this Agreement shall be binding unless in writing and
SIGNED BY THE PARTIES HERETO.
17. APPLICABLE LAW.
This Agreement and its validity, construction and performance shall be
governed in all respects by the laws of the State of New York. The parties
hereto, their successors and assigns, consent to the jurisdiction of the
courts of the State of New York with respect to any legal proceedings that
may result from a dispute as to the interpretation or breach of any of the
terms and conditions of this Agreement.
BLOOMBERG L.P.
MULTEX SYSTEMS, INC. Bloomberg, Inc., General Partner
By:/s/ Xxxxx Xxxxxx By:/s/ Xxxxxxx Xxxxxxxxx
----------------------------- --------------------------------
Name: Xxxxx Xxxxxx Name: Xxxxxxx Xxxxxxxxx
Title: President & CEO Title: President
Address: 00 Xxxxxx Xxxx 0xx Xxxxx Address: 000 Xxxx Xxxxxx
Xxx Xxxx, XX 00000 Xxx Xxxx, XX 00000
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SCHEDULE A
1. Multex will provide BLP with the Multex Feed, a tagged feed of a) broker-
dealer full-text research reports, morning notes, earnings estimates, and b)
third party commentary and research in ASCII for display over THE BLOOMBERG
terminal, and in a mutually acceptable "desktop publishing" format (i.e.,
Postscript or Adobe Acrobat) for printing. Multex will be responsible for
the document collection and processing. Report summaries in ASCII will be
provided as soon as Multex has completed the computer processing to collect
them.
2. BLP will provide, install and maintain the Multex Server, router modems and
56KB frame relay circuit required to transmit and accept the Multex Feed.
3. Multex may discontinue and terminate providing all or a portion of the Multex
Feed to BLP upon ten (10) days written notice (or such shorter notice if any
Contributor so directs (a) if any Contributor to the Multex Feed notifies and
directs Multex to discontinue or terminate providing its reports to the
Multex Feed or (b) if any Contributor terminates its agreement with Multex.
Upon such discontinuance and termination, Multex shall have no liability
whatsoever.
4. In providing the Multex Feed, Multex uses its own software ("Multex
Publisher") and in certain circumstances third party software ("Third Party
Software"). Multex Publisher and the Third Party Software are referred to
herein as the Software.
5. BLP is granted a limited internal object code license and/or sublicense to
use Multex Publisher solely for the provision of the Multex Feed. This
license is non-exclusive and non-transferable. BLP acknowledges that Multex
Publisher is the sole property of Multex Systems Inc. and may not be copied
without the express written permission of Multex or used in any manner not
authorized by Multex.
6. Multex will make available its PC architected product via the Open Bloomberg
at current market prices for the "Bloomberg-Multex Research Service."
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SCHEDULE B
DISTRIBUTION FEE SCHEDULE
BLOOMBERG-MULTEX RESEARCH SERVICE
---------------------------------
MONTHLY REVENUES BLP DISTRIBUTION FEE
----------------------------------------------------------------
[****] per month [****] (as specified under section
4c)
[****] per month [****]
[****] per month [****]
[****] [****]
**** Represents material which has been redacted and filed separately with the
Commission pursuant to a request for confidential treatment pursuant to Rule 406
under the Securities Act of 1933, as amended.
13
