services agreement





	





Dated                               
                  May 22, 2000 





PROHOLDCO. LIMITED





- and -





REUTERS LIMITED











NETWORK SERVICES
AGREEMENT

















Slaughter and May,
35
Basinghall Street,
London EC2V 5DB
Ref: NJS/RAXS 



TECopy3 


















	





CONTENTS








		 	  	 	Page No	 
	1.	 	DEFINITIONS AND INTERPRETATION	 	1	 
	 	 
	2.	 	EFFECTIVE DATE	 	11	 
	 	 
	3.	 	SCHEDULES	 	12	 
	 	 
	4.	 	SERVICES IMPLEMENTATION	 	14	 
	 	 
	5.	 	SERVICE LEVELS	 	16	 
	 	 
	6.	 	SITES	 	16	 
	 	 
	7.	 	SERVICE CREDITS	 	18	 
	 	 
	8.	 	PERFORMANCE	 	19	 
	 	 
	9.	 	SERVICE LEVEL MANAGEMENT	 	20	 
	 	 
	10.	 	NETWORK MANAGEMENT	 	20	 
	 	 
	11.	 	REVIEW MEETINGS	 	22	 
	 	 
	12.	 	TECHNOLOGY IMPROVEMENTS AND CHANGES	 	23	 
	 	 
	13.	 	REGISTERED IP ADDRESSES	 	25	 
	 	 
	14.	 	SECURITY MANAGEMENT	 	28	 
	 	 
	15.	 	DEVELOPMENT PROJECTS	 	29	 
	 	 
	16.	 	COMMITMENT	 	30	 
	 	 
	17.	 	MINIMUM ANNUAL COMMITMENT	 	32	 
	 	 
	18.	 	MOST FAVOURED NATION	 	35	 
	 	 
	19.	 	RATES AND CHARGES	 	35	 
	 	 
	20.	 	INVOICING AND PAYMENT	 	37	 
	 	 
	21.	 	PRICE REVIEW/BENCHMARKING	 	39	 
	 	 
	22.	 	VOLUME RELATED DISCOUNTS	 	39	 
	 	 
	23.	 	CONTINUITY PLANNING	 	39	 












	











	24.	 	PRIME CONTRACTOR	 	39	 
	 	 
	25.	 	PROTON PERSONNEL	 	40	 
	 	 
	26.	 	AUTHORITY	 	42	 
	 	 
	27.	 	EMPLOYEE RESTRICTIONS	 	42	 
	 	 
	28.	 	INSURANCE	 	42	 
	 	 
	29.	 	LIABILITY	 	43	 
	 	 
	30.	 	WARRANTIES AND UNDERTAKINGS	 	45	 
	 	 
	31.	 	INTELLECTUAL PROPERTY AND INDEMNITY	 	47	 
	 	 
	32.	 	AUDIT	 	48	 
	 	 
	33.	 	TERM	 	50	 
	 	 
	34.	 	TERMINATION	 	50	 
	 	 
	35.	 	EFFECT OF TERMINATION	 	51	 
	 	 
	36.	 	DISCONTINUATION OR REFUSAL OF SERVICE FOR REGULATORY REASONS	 	54	 
	 	 
	37.	 	REUTERS OBLIGATIONS/REUTERS SERVICES EQUIPMENT	 	56	 
	 	 
	38.	 	CONFIDENTIALITY	 	58	 
	 	 
	39.	 	DISPUTE RESOLUTION AND ESCALATION	 	59	 
	 	 
	40.	 	CHANGE CONTROL	 	61	 
	 	 
	41.	 	DATA PROTECTION	 	61	 
	 	 
	42.	 	SET OFF	 	62	 
	 	 
	43.	 	FORCE MAJEURE	 	62	 
	 	 
	44.	 	REMEDIES AND WAIVERS	 	63	 
	 	 
	45.	 	COSTS AND EXPENSES	 	63	 
	 	 
	46.	 	INVALIDITY	 	63	 











	











	47.	 	ASSIGNMENT	 	64	 
	 	 
	48.	 	ANNOUNCEMENTS	 	64	 
	 	 
	49.	 	NOTICES	 	65	 
	 	 
	50.	 	ENTIRE AGREEMENT	 	67	 
	 	 
	51.	 	FURTHER ASSURANCE	 	67	 
	 	 
	52.	 	SUCCESSORS AND ASSIGNS	 	68	 
	 	 
	53.	 	NO PARTNERSHIP	 	68	 
	 	 
	54.	 	COUNTERPARTS	 	68	 
	 	 
	55.	 	CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999	 	68	 
	 	 
	56.	 	JURISDICTION OF ENGLISH COURTS	 	69	 
	 	 
	57.	 	CHOICE OF GOVERNING LAW	 	69	 













	






THIS AGREEMENT is made on the twenty second day of May, 2000



BETWEEN:









	(1) 		PROHOLDCO.
LIMITED, a company incorporated in England under registered number 3918478 whose
registered office is at 85 Fleet Street, London, EC4P 4AJ (“Proton”); and







	(2) 		REUTERS
LIMITED a company incorporated in England under registered number 145516 whose registered
office is at 85, Fleet Street, London EC4P 4AJ (“Reuters”)







WHEREAS:



	(A) 		The
Reuters Group carries on the business as a provider of data, news and other services to
the financial services sector and others throughout the world and has established a
telecommunications network.







	(B) 		The
Proton Group has been established as a joint venture between Reuters and Equant for the
purpose of carrying on the Business (as defined in the Shareholders’ Agreement).







	(C) 		The
Proton Group have agreed to provide certain telecommunications services to the Reuters
Group to enable the Reuters Group to operate its business in the same manner as was
conducted prior to the date hereof and to develop such network so as to seek to improve
capability and reduce cost.







	(D) 		Proton
has agreed to perform, and shall procure that the relevant members of its Group perform,
the Services to the Service Levels, and to implement regular service reviews as agreed
between the parties to seek to ensure that its performance under this Agreement exceeds
the Service Levels on the terms and conditions of this Agreement.







	(E) 		Proton
has agreed to provide, and shall procure that the relevant members of its Group provide,
the Reuters Group with a high quality of service and with the intention of creating a
leading edge telecommunications network for the Reuters Group and Reuters Customers.






IT IS HEREBY AGREED as follows:


	1. 		DEFINITIONS
AND INTERPRETATION 







	1.1 		Definitions







	 	
Unless
the context otherwise requires, the following terms have the following meanings:






	








2 
















	 	“Additional
Address” 	has the meaning given in Clause 13.4;






	 	“Ancillary
Agreements”	means the Contributions Agreement, the Services Agreement and the
Shareholders’ Agreement;






	 	“Business
Days”	means in respect of a country a day (other than Saturday or Sunday) on which banks
open for business in that country;






	 	“Change
Control Procedure”	means the procedures set out in Schedule 7 for implementing any change
to the Services or the ordering of New Services or for making any other amendment to this
Agreement;






	 	“Contributions
Agreement”	means the agreement of that name and executed on the date of this Agreement
between certain members of the Reuters Group, certain members of the Equant Group and
Proton;






	 	“Customer
Operations Manual”	means the customer operations manual to be developed and agreed
between the parties in accordance with Clause 3 and which will address, inter alia, the
issues referred to in the Schedules as being set out in that manual;






	 	“Customer
Premises Equipment” or “CPE”	means equipment used to provide Services located at a
Reuters Site (in connection with the provision of Services to a member of the Reuters
Group) and/or a Customer Site;






	 	“Customer
Site”	means each Site that is a business location of a Reuters Customer;






	 	“Development
Projects”	means the development projects set out in Schedule 14;






	 	“Development
Tools”	means all methodologies, software development tools, know-how, processes,
technologies and algorithms;






	 	“Equant”	
means Equant Finance B.V.;













	





3 










	 	“Effective
Date”	means the date of this Agreement;






	 	“Equant
Group”	shall have the meaning given in the Shareholders’ Agreement;






	 	“Financial
Services
  Customer”	means a customer of the Reuters Group or the Proton Group (as
applicable) who uses the services provided by the Reuters Group or the Proton Group (as
applicable) for their performance of financial services related activities and
communications relating to such activities;






	 	“Force
Majeure”	means those events as defined in Clause 43.1;






	 	“Framework
Agreement”	means the framework agreement between Reuters and Equant relating to the
proposed establishment of Proton dated 3rd February, 2000;






	 	“Global or Strategic
  Products”	means the products or
services provided by the Reuters Group to users for their performance of financial
services related activities and communications relating to such activities, including
those products and services listed in Schedule 16 and other such services offered from
time to time for discount to Reuters Group global customers and any such product or service which is global or strategic assessed by
reference to international coverage, market share and/or contribution to Reuters Group
profitability;







	 	“Initial Address”	means a Registered Address listed in paragraph 5.3 of Schedule 1;






	 	“Instinet”	
means the Reuters Group member currently known as Instinet Corporation;






	 	“Integration
Date”	means the date when ninety-five per cent. (95%) of the Nortel Passport Switches
have been integrated into the Network in accordance with the 











	





4 













	 	 	Integration Plan;






	 	“Integration
Plan”	means the plan set out in the Partner Services Agreement, with the same date of
this Agreement between Proton and Equant, relating amongst other things to the
integration of the network used by the Reuters Group immediately prior to the Services
Commencement Date into the Network, as such plan may be amended from time to time in
accordance with the terms of that Partner Services Agreement;






	 	“IPO”	
means the date on which Proton obtains a full listing on the London or New York Stock
Exchange, or such other exchange agreed between the parties to the Shareholders’
Agreement;






	 	“IPRs”	
means patents, trade marks, signs and service marks, rights in designs, trade or business
names or signs, copyrights (including rights in computer software), database rights and
topography rights (whether or not any of these is registered and including applications
for registration of any such thing) and all rights or forms or protection of a similar
nature or having equivalent or similar effect to any of these which may subsist anywhere
in the world now or in the future;






	 	“Key
Proton Personnel”	means the key Proton Personnel as shall be agreed by the parties prior
to the Service Commencement Date (or thereafter in accordance with Clause 3), who will
initially perform the Specified Services in accordance with Clause 25.4;






	 	“Network”	
means the Network Equipment together with the circuits used by the Proton Group from time
to time to provide the Services, but excluding Tail Circuits which are not under the
control of the 












	





5 













	 		Proton Group; 













	 	“Network
Equipment”	means telecommunications equipment (including satellite equipment, hardware,
software and related cables and connectors) together with any network management system
required to manage and/or administer such telecommunications equipment used by the Proton
Group from time to time to provide the Services, but excluding CPE;






	 	“Network
Services”	means national and international wide area data, voice and video (using
internet protocol) services, including the management of Customer Premises Equipment
(such as routers) associated with such services, internet access and related value added
services such as web hosting and firewalls;






	 	“New
Services”	means any service of a type not currently included as part of the Services that
a member of the Proton Group is requested by a member of the Reuters Group to provide
from time to time;






	 	“Nortel
Passport Switches”	means the switches identified as Nortel Passport Switches in the
Integration Plan;






	 	“Proton
Group”	means Proton and any subsidiaries of Proton from time to time, together with such
entities as are from time to time operating as authorised distributors in territories due
to the local law not permitting Proton to operate through a subsidiary in those
territories, and for the purpose of this definition a company is a “subsidiary” of Proton
if Proton owns at least fifty per cent. (50%) of the ordinary equity of that company or
otherwise has the right to exercise control over the management of that company;












	






6 












	 	“Proton
Personnel”	means the Proton Group’s employees together with their agents and
subcontractors and the employees of such agents and subcontractors engaged by the
relevant member of the Proton Group in connection with this Agreement;






	 	“Registered
Address”	means a public registered IP address;






	 	“Reuters
Customers”	means any customer from time to time of the Reuters Group;







	 	“Reuters
Equipment”	means the
telecommunications equipment (including satellite equipment, hardware, software and
related cables and connectors) and circuits, together with any network management systems
used by the Reuters Group to administer
and/or manage such telecommunications equipment and circuits, used by the Reuters Group to
provide to the Reuters Group services equivalent to the Services immediately prior to entering
into this Agreement; 







	 	“Reuters
Group”	means Reuters its
subsidiaries and any holding company and any subsidiaries of such holding company from
time to time, together with such entities as are from time to time operating as authorised
distributors in territories due to the local law not permitting Reuters to operate through
a subsidiary in those territories, and for the purpose of this definition a company is a
“subsidiary” of a “holding company” (including where appropriate
Reuters) if that holding company owns at least fifty per cent. (50%) of the ordinary
equity of that company or otherwise has the right to exercise control over the management
of that company, but not including any member of the Proton Group;












	





7 












	 	“Reuters
Site”	means each Site other than the Customer Sites;






	 	“Related
Services”	means in relation to a Service, the list of Services designated in Schedule 1
as being Related Services as such list may be amended from time to time by agreement
between the parties;






	 	“Service
Commencement
  Date”	means 1st July, 2000 or such other date as the parties may agree;






	 	“ServiceCredit”	means credits against the charges for the Services to which a member
ofthe Reuters Group is entitled in respect of a Service Failure, calculated in accordance
with Schedule 6, as amended by agreement between the parties from time to time; 







	 	“Service
Element”	means the individual services identified as part of the Services in Schedule 1,
as amended by agreement between the parties from time to time;






	 	“Service
Failure”	has the meaning given in Clause 7.1;






	 	“Service
Levels”	means the service levels in relation to the Services as outlined in Schedule 5,
as amended by agreement between the parties from time to time;






	 	“Services”	
means the services to be provided by the Proton Group to the Reuters Group as outlined in
Schedule 1, as amended by agreement between the parties from time to time, and for the
avoidance of doubt, shall include all New Services and all additions, changes and
enhancements to the Services from time to time included within the Services pursuant to
the Change Control Procedure;






	 	“Services Agreement”	means the agreement of that name, executed on the date of this Agreement,
between Reuters and Proton;









	






8 










	 	“Shareholders’
Agreement”	means the shareholders’ agreement between Proton, certain members of the
Reuters Group and Equant, executed on the date of this Agreement;






	 	“Sites”	
means the list of business locations of the Reuters Group and/or
the Reuters Customer referred to in Schedule 2, as such list may be amended from time to
time through the Change Control Procedure; 






	 	“Specified
Services”	means those Services which Reuters or a member of the Reuters Group is entitled
to require be performed by Key Proton Personnel, as shall be identified by Reuters on
behalf of the Reuters Group prior to the Service Commencement Date as may be amended by
agreement between the parties from time to time;






	 	“Tail
Circuit”	means circuits leased from a telecommunications operator, whether domestic or
international, including SONET rings, providing connectivity between a Proton Group point
of presence and a Site or any customer or supplier of the Reuters Group where such
supplier is a supplier of information relating to the products and services sold or
supplied by any member of the Reuters Group;






	 	“Third
Party Agreements”	means agreements or arrangements between any member of the Proton Group
or any member of the Reuters Group and any third party in relation to any product or
service relating to the provision of Services;






	 	“Transferred
Address”	means each Initial Address and each Additional Address, if any, from time to
time;






	 	“Trouble
Ticket”	means notification of any issue, outage or deviation from Service Levels
affecting one or more Services or 














	





9 













	 		Service Elements, which may be generated by either
party or any member of their Group receiving
or providing those Services (as the case may be); 







	 	“Virtual
Bill”	means the internal allocation of the total costs of the Reuters Equipment and
related costs (including the full cost of the Development Projects but excluding the cost
of Tail Circuits) produced in accordance with the methodologies established by Reuters or
the relevant Reuters Group member as at 31st December, 1999;






	 	“Virtual
Spend”	means the total spend on Network Services (excluding any expenditure on Tail
Circuits) in the twelve (12) months prior to the most recent quarter date immediately
before the Service Commencement Date, determined by reference to the Virtual Bill;






	 	“Volume
Related Discount”	means the volume related discount calculated in accordance with
Schedule 15; and






	 	“Year”	
means the twelve (12) month period from the Service Commencement Date and each successive
period of twelve (12) months thereafter.






	1.2 		Interpretation 







	 	
In
construing this Agreement, unless the context otherwise requires:






		(A) 		references
to Clauses and Schedules are to clauses of, and schedules to, this Agreement and
references to paragraphs are to paragraphs of the relevant Schedule to this Agreement;






		(B) 		references
to a “person” shall be construed so as to include any individual, firm, company or other
body corporate, government, state or agency of a state, local or municipal authority or
government body or any joint venture, association,
partnership or limited partnership (whether or not having separate legal personality); 











	





10 











		(C) 		a
reference to any statute or statutory provision shall be construed as a reference to the
same as it may have been, or may from time to time be, amended, modified or re-enacted;






		(D) 		any
reference to a “day” (including within the phrase “Business Day”) shall mean a period of
twenty-four (24) hours running from midnight to midnight;






		(E) 		references
to times are to London times;






		(F) 		references
to “indemnifying” any person against any circumstance are to indemnifying and keeping him
harmless, on an after tax basis, from all actions, claims and proceedings from time to
time made against him and all loss, damage, payments, cost or expenses (including
reasonable legal costs) suffered made or incurred by him as a consequence of that
circumstance;






		(G) 		a
reference to any other document referred to in this Agreement is a reference to that
other document as amended, varied, novated or supplemented (other than in breach of the
provisions of this Agreement) at any time;






		(H) 		headings
and titles are for convenience only and do not affect the interpretation of this
Agreement;






		(I) 		a
reference in relation to any particular jurisdiction to any specific legal term for any
action, remedy, method of judicial proceeding, legal document, legal status, court,
official or any legal concept or thing shall in respect of any other jurisdiction be
treated as a reference to any analogous term in that jurisdiction;






		(J) 		any
list or examples following the word “including” shall be interpreted without limitation
to the generality of the preceding words;






		(K) 		general
words shall not be given a restrictive meaning, where introduced by the word “other”, by
reason of the fact that they are preceded by words indicating a particular class of acts,
matters or things nor by reason of the fact that they are followed by particular examples
intended to be embraced by the general words; and






		(L) 		references
to “£” are to pounds sterling and references to “$“ are to United States Dollars. 






	1.3 		Schedules
form part of this Agreement and shall have the same force and effect as if expressly set
out in the body of this Agreement, and any reference to this Agreement shall include the
Schedules. To the extent that there is an inconsistency between the terms of the body of
this Agreement 











	





11 










	 		
 and its Schedules, the body of this Agreement shall prevail, unless the
Schedule expressly states that it is to prevail over the terms of the body of this
Agreement.








	2. 		EFFECTIVE
DATE 







	2.1 		This
Agreement shall take effect on the Effective Date.







	2.2 		From
the date of this Agreement until the Service Commencement Date, Reuters shall not do
anything or omit to do anything with the intention of changing in a material respect the
manner in which it provides telecommunications and related services over the Reuters
Equipment, or the manner in which it manages and maintains the Reuters Equipment, from
the manner in which, to the best of Reuters knowledge having made all reasonable
enquiries, the same was provided, managed and maintained at the date of the Framework
Agreement as if this Agreement had not been entered into. To the best of Reuters
knowledge, it has not done anything or omitted to do anything from the date of the
Framework Agreement until the date of this Agreement which has changed in a material
respect the manner in which it provided telecommunications and related services using the
Reuters Equipment or the manner in which it managed and maintained the Reuters Equipment
as the same was provided, managed and maintained at the date of the Framework Agreement.







	2.3 		Without
limiting the generality of Clause 2.2, Reuters covenants that from the date of this
Agreement until the Service Commencement Date neither it nor Instinet shall and Reuters
shall use its reasonable endeavours to procure that the members of the Reuters Group
shall not, without the prior written consent of Proton (such consent not to be
unreasonably withheld or delayed):







		(A) 		dispose
of or reconfigure to a material extent any material part of the Reuters Equipment;






		(B) 		enter
or offer to enter into any contract with a term longer than twelve months and/or of a
value greater than one hundred thousand pounds sterling (£100,000), relating to
the Reuters Equipment (other than as a result of the acceptance of any existing tender)
on terms which prohibit assignment to a member of the Proton Group, and for these
purposes a term which provides that any such assignment is subject to the consent of the
other party to the contract which consent may not be unreasonably withheld or delayed
shall be deemed not to prohibit such assignment; and 





		(C) 		permit
any of its insurances relating to the Reuters Equipment to lapse or do anything which
makes any policy of insurance void.












	





12 










	2.4 		Without
limiting the generality of Clause 2.2, Reuters covenants that from the date of this
Agreement until the Service Commencement Date it shall (and shall procure that the
relevant members of the Reuters Group shall), subject to any third party rights or
restrictions, on reasonable notice during normal business hours (or such other time as
may be agreed by Reuters) give the Proton Group’s representatives reasonable access to
all relevant material information within its custody and control relating to:







		(A) 		the
operation of the Reuters Equipment and permit such representatives such access rights to
observe the operation of the Reuters Equipment as may be reasonably requested; and






		(B) 		all
material developments in relation to the Reuters Equipment,






	 	
provided
always that Proton shall, and shall procure that each relevant member of the Proton Group
and each such representative shall, comply with Reuters and the relevant member of the
Reuters Group’s reasonable confidentiality, security and operational procedures made
known to them (including by way of prominent public notice).






	3. 		SCHEDULES  







	3.1 		Finalisation
of Schedules  







	 	
The
parties shall use their best endeavours to agree or finalise in good faith any specific
or outstanding matters relating to the completion of the Schedules, including the
timetables for implementation and completion of the processes and procedures required to
be established and performed by each party as described in the Schedules and the Customer
Operations Manual and to agree any amendments to the main body of this Agreement
to the extent necessary for consistency with the amended Schedules. 






	3.2 		Performance
Related Non-Agreed Matters  







	 	
If
by thirty (30) days from the date of this Agreement the parties have not reached
agreement on any of the matters to be agreed pursuant to Clause 3.1 (each a “Non-Agreed
Matter”) and that Non-Agreed Matter relates to the performance of the Services or Service
Levels (“Performance Related Non-Agreed Matter”) then the parties shall escalate the
dispute, and shall agree what (if any) additional charges will be payable by Reuters in
respect of the relevant Service, in accordance with Clause 39.1, but with timescales for
each level of escalation appropriate to ensure that full escalation may occur prior to
the Service Commencement Date and provided that Clauses 39.2 and 39.3 shall not apply to
the resolution of those matters.











	





13 









	3.3 		Performance
of Unresolved Matters  







	 	
Where
any Performance Related Non-Agreed Matter is not resolved after escalation in accordance
with Clause 3.2 by the Service Commencement Date, Proton where it is reasonably possible
for it to do so, shall perform, and shall procure any relevant member of the Proton Group
to perform, the Services which are the subject of Performance Related Non-Agreed Matter
to the Service Levels specified by Reuters until that Performance Related Non-Agreed
Matter is resolved.






	3.4 		Payment
for Unresolved Matters  







	 	
Reuters
agrees to pay any additional reasonable charge proposed by Proton in relation to the
provision of any Service the subject of a Performance Related Non-Agreed Matter during
the interim period referred to in Clause 3.3, it being agreed that Proton shall not be
relieved of its obligation to provide the Service, unless it is not technically feasible
to do so, the subject of a Performance Related Non-Agreed Matter even if the level of
reasonable charge cannot be agreed. Where any charge for a Performance Related Non-Agreed
Matter cannot be agreed between the parties after good faith negotiations, the dispute
shall be resolved in accordance with Clause 39 and Proton shall include any additional
sums payable by Reuters or the Reuters Group in the next invoice to be presented to
Reuters pursuant to this Agreement.






	3.5 		Termination
for Unresolved Matters  







	 	
Where
the Performance Related Non-Agreed Matter is not resolved in accordance with Clause 3.2
within nine (9) months of it being escalated in accordance with the terms of this
Agreement, then either party shall have the right to terminate the relevant Service or
Service Element (which, for Reuters, shall be a right of Partial Termination on ninety
(90) days notice) and no party shall subsequently have any rights or obligations under
this Agreement in respect of those Services or Service Elements (as the case may be).






	3.6 	 	Non-Service
Related Matters 







	 	
The
parties shall escalate any Non-Agreed Matter other than a Performance Related Non-Agreed
Matter (“Other Non-Agreed Matters”), for resolution in accordance with Clause 39.






	3.7 		Payment
for Performance of Non-Service Related Matters  







	 	
Following
or in connection with the resolution of each Other Non-Agreed Matter in accordance with
Clause 3.6, if the parties agree (or failing agreement if it is decided in accordance
with Clause 39 ) that Reuters shall pay to Proton any additional sums in respect of the
Services provided as  











	





14 












	 	
part of that Other Non-Agreed Matter agreed or determined pursuant
to Clause 39, Proton shall include such additional sums payable by Reuters or the Reuters
Group in the next invoice to be presented to Reuters pursuant to this Agreement.








	4. 		SERVICES
IMPLEMENTATION 






	4.1 		Network Services 






	 	
On the Service Commencement Date, Proton shall provide (and shall procure the relevant
members of the Proton Group to provide) to the Reuters Group (or, as prime contractor and
subject to the terms of this Agreement, procure for the Reuters Group) the delivery,
management and implementation of the Services for and in relation to the Sites all as
specified in the Virtual Bill. From the Service Commencement Date for the duration of
this Agreement, Proton shall, and shall procure that the relevant members of the Proton
Group shall, continue the delivery, management and implementation of those Services for
and in relation to those Sites specified in the Virtual Bill subject to any
modifications, additions, alterations or other changes processed through the Change
Control Procedure (or otherwise as agreed between the parties).






	4.2 		Identical Services 







	 	
Subject to Clause 5, Proton shall, and shall ensure that the relevant members of the Proton Group
shall:






		(A) 		use
its reasonable endeavours to ensure that the Services and security, business continuity,
procurement and provisioning, performance and operational management processes and
procedures relating to the delivery of such Services, provided to each member of the
Reuters Group immediately after the Service Commencement Date in accordance with Clause
4.1 are the same as, and of a standard no lower than, the Services received by the
Reuters Group immediately prior to such date; and






		(B) 		comply
with the compatibility requirements set out in Schedule 1, subject to any modifications,
additions, alterations or other changes processed through the Change Control Procedure
(or otherwise as agreed between the parties).






	4.3 		Instinet
Requirements 







	 	
Proton
shall, and shall ensure that the relevant members of the Proton Group shall, implement
the specific requirements for Instinet referred to in Schedule 11. It is expressly agreed
that nothing in the stipulated Instinet requirements shall diminish the obligations of
Proton set out in this Agreement in respect of any other member of the Reuters Group.









	





15 









	4.4 		New
and Improved Services 







	 	
Notwithstanding
Clause 16, each member of the Reuters Group shall have the right to procure New Services
or modifications, improvements or enhancements to an existing Service from any third
party in the event that a member of the Proton Group is unable or refuses to provide or
procure any such service requested by a member of the Reuters Group from time to time, it
being agreed that:







		(A) 		for
a New Service, Proton shall have a reasonable time (having regard to the business needs
of the Reuters Group and Reuters Customers) to introduce and/or procure the introduction
of such service, provided that such services are introduced not later than the date six
(6) months after Reuters request or as otherwise agreed between the parties;






		(B) 		for
a modification, improvement or enhancement to an existing Service, Proton shall have a
reasonable time (having regard to the business needs of the Reuters Group and Reuters
Customers) to make and/or procure such modification, improvement or enhancement, provided
that such services are introduced not later than the date six (6) months after Reuters
request or as otherwise agreed between the parties and provided further that Proton
and/or the relevant member of the Proton Group shall have the right to subcontract
elements of such modification, improvement or enhancement in accordance with Clause 24.







	4.5 		Notice
of Inability or Refusal to Provide 







	 	
Without prejudice to Clause 4.4, Proton shall notify Reuters as soon as reasonably practicable of
its inability or refusal to provide a New Service and/or modification, improvement or
enhancement to an existing Service referred to in Clause 4.4.







	4.6 		Advance
Notice 







	 	
Reuters
shall provide Proton with as much advance notice as is reasonably practicable of any
requirement for a New Service or requirement for a modification, improvement or
enhancement to an existing Service.






	4.7 		Changes
to Services 







	 	
Each
request by either party or any member of the Reuters Group to change a Service, and each
request by Reuters or any member of the Reuters Group for New Services shall be subject
to the Change Control Procedure.









	




16 










	5. 		SERVICE
LEVELS 







	5.1 		Proton
shall provide each Service Element (or shall procure that each Service Element is
provided) to the Reuters Group in accordance with the Service Level for that Service
Element.







	5.2 		Proton
shall, and shall procure that each relevant member of the Proton Group shall, ensure that
all Service Failures and material degradations in the Services shall be kept to a minimum
and, in any event, Proton shall, and shall procure that each relevant member of the
Proton Group shall, address such Service Failures and degradations in accordance with
provisions in the relevant Schedules to this Agreement.






	6. 		SITES 







	6.1 		Priority
Site Obligations 







	 	
Each
party shall comply with its respective obligations in relation to the priority Sites as
detailed in Schedule 5.






	6.2 		Access
for Proton Personnel 







	 	
Reuters
shall procure such access for Proton Personnel at all times to the Reuters Sites, and
shall use reasonable endeavours to procure such access for Proton Personnel at all times
to Customer Sites, in each case as is reasonably necessary to provide the Services in
accordance with the terms of this Agreement, including such reasonable access to Sites as
is necessary for installation and other engineering works required to support the
Services provided under the Agreement or to otherwise carry out its obligations in
accordance with this Agreement. For all routine works, Proton shall, or shall procure
that the relevant member of the Proton Group shall, provide not less than one (1)
Business Day’s notice to Reuters or to the relevant member of the Reuters Group when
requiring access to any Site, provided that for the avoidance of doubt no notice shall be
required where the Proton Personnel already have valid access rights to the relevant part
of the Site. Subject to compliance with Clause 6.3, the notice given by Proton or a
member of the Proton Group of Site access requirements in emergency situations and other
circumstances requiring urgent non-routine access may be less than one (1) Business Day
but shall be as much prior notice as is reasonably practicable in the circumstances.
Requests for access should be made to the nominated point of contact at the relevant
member of the Reuters Group for the Site concerned. If Proton or a member of the Proton
Group is unable to obtain access to a Site (and has complied with its obligations in
relation to obtaining access), then Proton shall not be in breach of its obligations
under this Agreement (including meeting the Service Levels) to the extent that such
inability to obtain access causes what would otherwise be such breach.









	




17 












	6.3 		Compliance
with Site Requirements 






	 	
Proton shall ensure that all Proton Personnel comply with the reasonable security,
confidentiality and operational requirements at the Sites of the relevant members of the
Reuters Group or Reuters Customers and all security, confidentiality and operational
requirements at the Sites imposed by any applicable law or by any regulator, as notified
in writing (including by way of reasonable prominent notice) to Proton and the relevant member of the Proton Group
from time to time.






	6.4 		Minimise
Disruption at Sites 







	 	
In
all cases Proton shall, and shall procure that members of the Proton Group shall,
exercise due care to minimise disruption when Proton Personnel visit a Site for any
purpose. Reuters shall procure that the relevant member of the Reuters Group provides and
shall use its reasonable endeavours to ensure that Reuters Customers provide reasonable
co-operation to the Proton Personnel during such visits.






	6.5 		Location
of Network Equipment 







	 	
Subject
to the terms of the Contributions Agreement and/or Services Agreement as appropriate,
Proton and the members of the Proton Group shall be entitled to locate and use Network
Equipment at each Reuters Site.






	6.6 		Location
of CPE 







	 	
Proton
and the members of the Proton Group shall be allowed to locate CPE at each Site, provided
that the CPE is necessary to support the required Service or Service Elements at that
Site or (at the express written request of a Reuters Group member or Reuters Customer)
the provision of services to another customer of the Proton Group at or from that Site.
Where CPE is located at a Site in connection with the provision of Service under this
Agreement, Reuters shall procure that the Site satisfies the manufacturer’s specification
and design for the CPE installed including physical and environmental conditions (and
such other requirements reasonably specified by Proton) and Reuters shall meet the cost
of any required works. Any access to or work at any Site owned, occupied or controlled by
a member of the Reuters Group or any Reuters Customer by Proton Personnel shall be
subject to such reasonable conditions as may be imposed by the relevant member of the
Reuters Group or Reuters Customer, to take account of obligations to third parties,
including owners or shared occupiers of any such Site.









	





18 











	7. 		SERVICE
CREDITS 







	7.1 		Payment
of Service Credits 







	 	
If
Proton fails to provide a Service Element in accordance with the Service Level for that
Service Element (a “Service Failure”), then Proton shall pay to Reuters or (where the
Services are billed directly to the relevant Reuters Group) the member of the Reuters Group
receiving the Services, the Service Credit in respect of that Service Failure, calculated
in accordance with Schedule 6.









	7.2 		Rights
to Terminate for Material Breach of Service Obligations 







	 	
Without
prejudice to Clause 34.1(A), where Proton is in material breach of its obligations to
provide a Service, Reuters shall have the right (in addition to any other rights and
remedies available at law) to terminate this Agreement only in respect of such Services
and any Related Services and the definition for material breach of a Service or Service
Element shall be exhaustively defined in the Service Level specified for such Service or
Service Element. On such right of termination arising, subject to Clause 29, Reuters
shall have a further right to claim damages in respect of that Service Failure (including
in respect of the period from the commencement of that Service Failure until such
termination), provided always that until such time as Reuters has a right of termination
pursuant to this Clause 7.2, the Service Credits payable pursuant to Clause 7.1 shall be
Reuters’ and, where applicable, the relevant member of the Reuters Group sole remedy in
respect of that Service Failure.






	7.3 		Service
Credit Commencement 







	 	
Without
prejudice to any other rights of Reuters under this Agreement, Service Credits shall be
payable in respect of each Service in respect of which:






		(A) 		the
Service Level and all related matters have been agreed; and






		(B) 		there
are objectively verifiable measurements of such Service Level (which for the avoidance of
doubt shall be based on Reuters or the relevant member of the Reuters Group’s
measurements over at least the preceding three (3) months in accordance with Schedule 5)
for three (3) consecutive months immediately prior to the commencement of Service Credits,
provided always that Service Credits shall not be payable in respect of the first full calendar
month following the Service Commencement Date except where there are particular
regulatory requirements (for Instinet and other members of the Reuters Group) where
Service Credits shall commence immediately the requirements of (A) and (B) above are
satisfied. 













	





19 










	 	
Notwithstanding
the foregoing, the Service Levels shall be measured and reported in accordance with of
this Agreement from the Service Commencement Date (subject to it being reasonably
practicable for Proton to do so).







	7.4 		In
respect of any Service, Proton shall, and shall procure the relevant members of the
Proton Group to, pass on to Reuters the benefit of all service credits and similar
financial remedies (if any) which Proton or a member of the Proton Group receives in
respect of that Service under its Third Party Agreements until the date when Service
Credits are payable in respect of such Service in accordance with Clause 7.3.







	8. 		PERFORMANCE 







	8.1 		Proton
Obligations 







	 	
Proton
undertakes to, and shall procure that the relevant members of the Proton Group shall,
promptly notify Reuters and (in respect of any matter relating to Services provided or to
be provided to Instinet) Instinet of any:






		(A) 		delays
or perceived delays or problems in the delivery of the Services of which it becomes
aware; and






		(B) 		any
act or omission by any member of the Reuters Group or any Reuters Customer of which it
becomes aware which is or is likely to have an effect on the provision of the Services,






	 	
and
for the purposes of this Clause 8 (notwithstanding Clause 1.1) “Reuters Customer” shall
mean a customer from time to time of the Reuters Group who is:






		(i) 		not
a customer of a member of the Proton Group at the time of the act or omission; or






		(ii) 		a
customer of a member of the Proton Group at the time of the act of omission but the act
or omission related to that person as a customer of the Reuters Group and not a customer
of a member of the Proton Group.






	8.2 		Proton
Acknowledgement 







	 	
Proton
acknowledges and agrees that it will not be able to rely on any act or omission of any
member of the Reuters Group or of any Reuters Customer as a reason for any failure to
deliver the Services or any failure to perform any of its obligations in accordance with the terms of this
Agreement to the extent that such failure is due to Proton’s non-compliance with the
provisions of Clause 8.1 including, where appropriate, prompt notification to both
Reuters and Instinet.










	





20 











	8.3 		Subject
to Clause 8.2, Proton shall not be liable for any failure to deliver the Services or any
failure to perform its obligations under this Agreement to the extent that such failure
is caused by:







		(A) 		any
act or omission of any member of the Reuters Group or any Reuters Customer;






		(B) 		any
breach of this Agreement by Reuters; or






		(C) 		any
breach by Reuters of its obligations under the Contributions Agreement or the Services
Agreement.






	9. 		SERVICE
LEVEL MANAGEMENT 







	 	
Proton
shall comply with the Service Level Management requirements set out in Schedule 5.






	10. 		NETWORK
MANAGEMENT 







	10.1 		Network
Management 







	 	
The
parties shall fulfil their respective obligations set out in Schedule 3.






	10.2 		Specific
Obligations 







	 	
Notwithstanding Clause 10.1, Proton shall, or shall procure the relevant member of the Proton Group to:






		(A) 		maintain
and manage all Network Equipment and CPE;






		(B) 		manage
and comply with all contracts relating to the provision and/or procurement of the
Services;






		(C) 		comply
with the operational and maintenance procedures recommended by the manufacturers,
suppliers and maintainers of the Network Equipment and CPE;






		(D) 		procure
such consents, permits and authorisations as may be required from time to time in respect
of access to third party premises (excluding Sites) on which any of the Network Equipment and CPE may be housed and/or installed,
and Reuters shall, and shall procure that any
relevant member of the Reuters Group shall, to the extent it is within its reasonable
control, at Proton’s cost, provide such assistance as is reasonably requested by a
member of the Proton Group in connection therewith;







		(E) 		procure
such consents, permits and authorisations as may be required from time to time in respect
of the installation of any of the 









	





21 











		  		
Network Equipment on its premises or those of a third
party (excluding Sites), and Reuters shall, and shall procure that the Reuters Group
shall, to the extent it is within its reasonable control, at Proton’s cost, provide such
assistance as is reasonably requested by a member of the Proton Group in connection
therewith;







		(F) 		procure
the maintenance and support of all software used in the Network Equipment to the levels
required from time to time for the Services to meet the Service Levels and Reuters shall,
and shall procure that the relevant member of the Reuters Group shall, to the extent it
is within its reasonable control, at Proton’s cost, provide such assistance as is
reasonably requested by a member of the Proton Group in connection therewith; and






		(G) 		subject
to Clause 10.4, comply with all laws and other regulatory requirements from time to time
relating to the provision of the Services and the performance of its obligations pursuant
to this Agreement.





	10.3 		Contract
Management 







	 	
Proton
shall implement account, fault, configuration, capacity and provisioning management
procedures and protocols in accordance with the requirements of Schedule 7.






	10.4 		Changes
of Law and Related Costs 







	 	
Proton
and any member of the Proton Group shall make all such changes to the Services as may be
required from time to time in response to any relevant change in any applicable statute
subordinate legislation or mandatory regulation (“Applicable Law”), and Reuters shall not
withhold its consent (under Clause 12.5 or otherwise) to any such change. Either party
may propose changes to the charges for the Services, the Services or the Service Levels,
in accordance with the Change Control Procedure, resulting from any such changes by
Proton or a member of the Proton Group, provided that if no agreement is reached under
that procedure as to who shall bear the cost of any such change, the cost of any changes
necessary to comply with the relevant change to the Applicable Law shall be borne:







		(A) 		by
Reuters to the extent the relevant change in Applicable Law relates specifically to
Reuters or the Services;






		(B) 		by
Reuters Group’s and Proton Group’s Financial Services Customers on a fair and reasonable
proportionate basis to the extent the relevant change in Applicable Law relates
specifically to financial services related activities and communications relating to such
activities, and Proton shall provide to Reuters such information as is 









	






22 











	 	
reasonably necessary for Reuters to understand and verify the basis on which such cost has been
apportioned between each of the Proton Group’s customers; and






		(C) 		by
Proton to the extent the relevant change in Applicable Law relates generally to the
telecommunications industry or otherwise.






	11. 		REVIEW
MEETINGS 







	11.1 		Specified
Review Meetings 







	 	
In
addition to any other review meetings specified elsewhere in this Agreement, the parties
shall attend the review meetings detailed below:






		(A) 		Monthly
performance review: such a review shall consider, without limitation, discussion of
capacity, Service Levels, operational changes and orders;






		(B) 		Monthly
change review: such a review to consider potential modifications or changes to the
Services or the introduction of New Services by the Proton Group and the potential
requirements of the Reuters Group for Network Services;






		(C) 		Quarterly
contract review:  to take place no more than ten (10) Business Days prior to the next
following quarterly review. Such a review shall consider, without limitation, the Exit
Plan and the Reuters Group requirements for Services over the next twelve (12) months;






		(D) 	 	Quarterly
technical review: such a review shall consider, without limitation, discussion and review
of the Business Continuity Plan and such other matters as may be agreed between the parties from time to time;







		(E) 		Price
reviews: such reviews to take place in accordance with Schedule 8.






	11.2 		Notice
of Meetings 







	 	
Reuters shall give Proton reasonable advance written notice of the timing, location and
provisional agenda of each review meeting. Each review meeting shall take place at any of
the offices of the Reuters Group in New York or London, and in such other regions as is
reasonably requested by Reuters. Proton shall minute any agreed actions and the minutes
of such meetings shall only constitute a valid record of such meetings if signed by the
appropriate person within the Reuters Group (such signature not to be unreasonably
withheld or delayed). Proton shall submit the minutes for signature within three Business
Days of each review meeting.










	




23 










	11.3 		Representation
at Meetings







	 	
Proton
and Reuters shall take all reasonable steps to ensure that each of their appropriate
representatives including, where appropriate, representatives of other members of the
Reuters Group attend all review meetings.






	11.4 		Procedure
for Meetings







	 	
The
review meeting and associated procedures shall be described in more detail in the
Customer Operations Manual.






	12. 		TECHNOLOGY
IMPROVEMENTS AND CHANGES







	12.1 		Proton’s
Duty to Inform







	 	
On
a quarterly basis at the monthly change review meetings, Proton shall notify Reuters of
any developments and proposed developments within Proton’s Business (as defined in the
Shareholders’ Agreement).







	12.2 		Proton
or the relevant member of the Proton Group shall give Reuters (and any other relevant
Reuters Group member) reasonable prior written notice of all modifications, improvements,
alterations or other changes to the Network, Network Equipment, CPE or the Services which
are likely to materially impact, or otherwise materially increase the risk of a
detrimental impact, on any member of the Reuters Group and/or any Reuters Customer.







	12.3 		Proton’s
Duty to Introduce Developments







	 	
Subject
to Clauses 12.4 and 18, Proton shall introduce all developments into the Network, Network
Equipment and/or CPE and offer to Reuters and all relevant Reuters Group members which:






		(A) 		would
materially reduce the cost of providing any of the Services;






		(B) 		would
materially improve any of the Service Levels; or






		(C) 		would
materially improve network security relating to the Services,






	 	
either
as a New Service or an enhancement to an existing Service, within a reasonable period of
time after such development becomes generally available in the market relating to the
provision of network services, provided always that breach of this Clause 12.3 by Proton
shall not, in itself, amount to a material breach of this Agreement for the purpose of
Clause 34.1(A).










	







24 












	12.4 		Charges
for Developments







	 	
Proton
may charge Reuters for New Services and/or enhancements to existing Services (including
the introduction of new or additional Network Equipment and/or CPE) and including, for
the avoidance of doubt any Project as defined in Schedule 7, provided in accordance with
Clause 12.3 and/or at the request of the Reuters Group from time to time under this
Agreement (each referred to in this Clause 12.4 as an “Enhancement”), provided that:






		(A) 		subject
to sub-clause (B) and (C), such charges shall be proposed, discussed and agreed in
accordance with the Change Control Procedure in Clause 40;






		(B) 		subject
to sub-clause (C), such charges shall in any event be objectively fair and reasonable; and







		(C) 		Proton
shall provide, or shall procure a member of the Proton Group to provide, such
Enhancements at no additional charge to the Reuters Group where:






		(i) 		a
member of the Proton Group provides or has provided such, or comparable, Enhancements in
reasonably similar circumstances to any other Proton Group customer at no additional
cost, and for these purposes the provision of such, or comparable, Enhancements to a new
Proton Group customer or a new site of a current Proton Group customer shall be similar
circumstances to the provision of such, or comparable, Enhancements to a new Site, but
shall not be similar circumstances to the provision of such, or comparable, Enhancements
to a then current Site; or






		(ii) 		such
Enhancement is of a type which Proton as a provider of global telecommunication services
could reasonably be expected to provide at no or no material additional charge to a major
Financial Services Customer of the same or similar importance to the Proton Group as
Reuters.






	12.5 		Implementation
of Improvements







	 	
Subject
to Clause 10.4, Proton shall not, and shall procure that the members of the Proton Group
shall not, make any modification, improvement, alteration or other change to the Network,
Network Equipment, CPE or the Services which would be likely to:






		(A) 		cause
any disruption to the Services;






		(B) 		have
a materially adverse effect on the quality of the Services;










	






25 










		(C) 		lead
to a material increase in the price of the Services to any member of the Reuters Group;
and/or






		(D) 		lead
to a material increase in the costs of any member of the Reuters Group,






	 	
save with the prior written consent of Reuters and, where the Services affected as described
in sub-clauses (A), (B), (C) and (D), above are specific to one Reuters Group member, the
consent of that Reuters Group member (which consent shall not be unreasonably withheld or
delayed). Subject to the foregoing, where Reuters elects to request Proton or a member of
the Proton Group to implement or investigate further any of the developments notified to it under Clause
12.1, such request shall be processed under the Change Control Procedure.






	13. 		REGISTERED
IP ADDRESSES







	13.1 		Transferred
Addresses







	 	
Reuters
agrees to transfer, and/or procure the transfer from any relevant Reuters Group member
of, all of the rights of the Reuters Group in the Transferred Addresses. Subject to
Clause 13.2, each party shall (and shall procure that relevant members of the Proton
Group or the Reuters Group, as the case may be, shall):






		(A) 		work
with the other party (and members of the other party’s Group as applicable) in good
faith, including in connection with approaching any relevant Internet Authority, to
secure the transfer of such rights; and






		(B) 		execute
all such documents and take all such other steps (including approaching the relevant
Internet Authority) as are reasonably necessary to secure the transfer of such rights.






	13.2 		Other
than in connection with the Initial Addresses, neither party (nor any member of the
Reuters Group or the Proton Group) shall be required to take any steps pursuant to Clause
13.1 (including approaching any Internet Authority) if in its reasonable opinion such
steps will have a material adverse impact on its business. Where any such party refuses
to take any steps pursuant to Clause 13.1 on this basis, the parties shall (and shall
procure that the relevant members of the Reuters Group and the Proton Group shall)
discuss in good faith and will endeavour to agree what alternative steps may be taken
pursuant to Clause 13.1 which are acceptable to all parties. Where no agreement is
reached within a reasonable period after the commencement of such discussions, the matter
shall be referred for escalation and resolution procedures in accordance with Clause 39.










	







26 










	13.3 		Until
such time as the parties have succeeded in transferring the full legal and beneficial
interest in a Transferred Address in accordance with Clause 13.1 (including completing
all relevant administrative processes to effect the transfer with the relevant Internet
authority), Reuters shall grant (and/or shall procure the grant of) to the Proton Group
an exclusive and (except in the circumstances set out in Clause 13.8(A)) irrevocable
licence to manage, maintain and allocate that Transferred Address in connection with the
use of it on the Network and subject to the terms of this Clause 13.







	13.4 		Proton
hereby grants (and/or shall procure the grant), to the member of the Reuters Group
allocated to use a Transferred Address from time to time, an exclusive, royalty-free
licence for the period during which that Transferred Address is allocated to that member
of the Reuters Group by a member of the Proton Group, to use that Transferred Address in
connection with the Network.







	13.5 		Where
a Registered Address, the rights to which are to be transferred to the Proton Group
pursuant to this Clause 13, may not be transferred to the Proton Group except in
connection with a Registered Address that is not to be transferred to the Proton Group
pursuant to this Clause 13, neither of those Registered Addresses shall be transferred to
the Proton Group until such time as (i) both Registered Addresses are to be transferred
to the Proton Group pursuant to this Clause 13, or (ii) the Registered Address to be
transferred can be transferred without any requirement to transfer the other Registered
Address (whichever is the earlier). For the avoidance of doubt, the licence referred to
in Clause 13.3 shall apply to each Registered Address which is to be transferred pursuant
to this Clause 13 for such period as such transfer is prevented by this Clause 13.5.







	13.6 		Additional
Addresses







	 	
The
parties may agree, from time to time, on a case by case basis which Registered Addresses
owned by the Reuters Group, other than the Initial Addresses, the rights to which shall
be transferred to the Proton Group (each an “Additional Address”) (such agreement not to
be unreasonably withheld), provided always that Proton may in its sole discretion elect
to take transfer from the Reuters Group of the rights to any Registered Address allocated
to an asset that is transferred to the Proton Group at the Service Commencement Date. For
the avoidance of doubt, each Additional Address shall be a Transferred Address to which
Clauses 13.1 to 13.5 (inclusive) shall apply.






	13.7 		Re-allocation
of Reuters Registered Addresses






	 	 If
a Registered Address has, from time to time, been allocated to a member of the Reuters
Group, no member of the Proton Group may re-address that member of the Reuters Group in
respect of that Registered Address save 











	





27 












	 	with the prior written consent of
Reuters and the relevant member of the Reuters Group (such consent not to be unreasonably
withheld or delayed).






	13.8 		Registered
Addresses on Termination







	 	
On the termination of this Agreement (or partial termination to the extent affecting any
Registered Addresses allocated to members of the Reuters Group):






		(A) 		where
such termination or partial termination occurs prior to the date when 95% of the routers
comprising Reuters Global IP Product Delivery Networks migrate to Proton’s IP network
(whether RXN or otherwise) (the “Migration Date”), the rights in all Transferred
Addresses (other than the Initial Addresses) but in the case of partial termination, only
those Transferred Addresses relating to Services that are the subject of the partial
termination, shall be transferred to Reuters or Reuters’ nominee. The provisions of
Clauses 13.1 to 13.5 (inclusive) shall apply to the transfer of the rights, as if
references in those Clauses to Reuters were to Proton and vice versa; and






		(B) 		where
such termination or partial termination occurs after the Migration Date, the rights in
all Transferred Addresses shall remain with the Proton Group. The relevant member of the
Reuters Group shall be entitled to continue to use each Registered Address allocated to
it at the date of such termination (together with any other Registered Address allocated
to it after that date) for the term of the Transition Period (as defined in Clause 35.1).






	13.9 		Transition
Support







	 	
Proton
shall, and shall procure that each member of the Proton Group shall, provide such
assistance as is reasonably requested by Reuters and/or any member of the Reuters Group,
both during and for a reasonable period after the Transition Period, in connection with
the transition from the use of Registered Addresses managed and maintained by the Proton
Group to Registered Addresses by a member of the Reuters Group or any third party.






	13.10 		Non-Transferred
Addresses







	 	
Reuters shall grant (and/or shall procure the grant of) to the Proton Group an exclusive licence
to manage, maintain and allocate each Registered Address of the Reuters Group that (i) is
not a Transferred Address; and (ii) is allocated to a member of
the Reuters Group who is using that Registered Address in connection the receipt of
Services and the use of the Network.






	13.11 		Instinet
Addresses












	






28 










	 	
Subject to Clause 13.12, Instinet shall retain all of its rights in its Class B Registered
Address range. Reuters shall procure Instinet to grant to the Proton Group an exclusive
licence to manage and use the Registered Addresses within such Class B Registered Address
range that are (i) allocated to Instinet’s ESN network and (ii) allocated for future
expansion of the ESN network. At the termination or partial termination of this Agreement
(as the case may be) the licence for any Registered Address which is being used for a
customer other than Instinet shall be perpetual and irrevocable, and the licence for
those Registered Addresses that are being used for Instinet shall terminate.






	13.12 		The
parties shall discuss in good faith with a view to agreeing (i) the transfer to the
Proton Group of Instinet’s Class B Registered Address range, and (ii) the terms of such
transfer.







	14. 		SECURITY
MANAGEMENT







	14.1 		The
parties shall fulfil their respective obligations as set out in Schedule 4.







	14.2 		Reuters
and members of the Reuters Group and Proton and members of the Proton Group shall
cooperate fully in efforts to prevent and cure unauthorised use of the Services or
Service Elements by expeditiously informing each other of suspected abuse and, when
known, the identity of the responsible individuals and taking such other steps as are
reasonably requested by the relevant member of the Reuters Group or Proton Group, as
applicable.







	14.3 		At
the request of any member of the Reuters Group, Proton shall provide or procure the
provision of assistance to minimise ongoing misuse or abuse through timely
reconfiguration of the Services and, where the source of the misuse or abuse has been
identified, limitation of the Services from that source if technically feasible, provided
that breach of this Clause 14.3 shall not, in itself, be material breach for the purpose
of Clause 34.1(A). Appropriate representatives of the Proton Group and the Reuters Group
shall meet at the reasonable request of Reuters to establish appropriate operational
fraud control procedures, and the parties shall agree in good faith a fair allocation
between the parties of the cost of any new procedures established by such representatives.






	14.4 		Proton
shall (or shall procure that the relevant member of the Proton Group shall) and Reuters
shall (or shall procure that the relevant member of the Reuters Group shall), upon
request, provide all reasonable assistance to each other in relation to the preparation
and presentation of relevant information to regulators or other official bodies for the
purpose of prosecuting those individuals responsible for the abuse or misuse of the
Services. The parties shall also provide all reasonable assistance to each other in all
legal actions that one or both of them may bring against third parties responsible for
the abuse or misuse of the Services.











	





29 










	14.5 		Reuters
will reimburse Proton for any reasonable costs incurred by any member of the Proton Group
in complying with Clauses 14.2 to 14.4 provided that such costs shall be apportioned by
Proton on a fair and reasonable basis between Reuters and other Financial Services
Customers of the Proton Group to the extent such costs relate to measures benefiting the
Financial Services Customers of the Proton Group generally. Proton shall provide or
procure the provision of all such information as is reasonably necessary to ascertain and
verify the apportionment of those costs. Notwithstanding the foregoing, where such costs
are a direct result of Proton failing to comply with its obligations in Schedule 4.
Reuters shall have no obligation to reimburse Proton for those costs.







	15. 		DEVELOPMENT
PROJECTS







	15.1 		Proton
shall (and shall procure that members of the Proton Group shall) use its reasonable
endeavours to:







		(A) 		complete
each Development Project within the timescales set out in the Project Plan (as defined in
Schedule 14) for that Development Project, having regard to the Reuters Group performance
against that Project Plan prior to the Service Commencement Date and the extent to which
relevant Reuters Group resources have been transferred, or are otherwise available, to
the Proton Group. Proton shall be entitled to recover any reasonable additional costs
incurred by members of the Proton Group in complying with its obligations in this Clause
15.1 to the extent resulting from the Reuters Group not having complied with the Project
Plan of any Development Project prior to the Service Commencement Date, and/or relevant
Reuters Group resources not being available to the Proton Group for these purposes; and






		(B) 		complete
each Development Project within any cost estimates for that Development Project set out
in the relevant Project Plan, having regard to the extent to which the Reuters Group has
kept actual costs within such costs estimates prior to the Service Commencement Date, and
without prejudice to Proton’s rights to recover any additionally incurred costs referred
to in Clause 15.1(A).






	15.2 		Any
breach by Proton of its obligations in Clause 15.1 and any failure of Proton to ensure
that each Development Project is completed within the timescales and cost estimates set
out in the relevant Project Plan, shall be escalated at either party’s request in
accordance with Clause 39.







	15.3 		Reuters
shall provide to Proton and/or shall procure that members of the Reuters Group provide to
Proton, the Project Plan for each Development Project as soon as is reasonably
practicable and in any event prior to the Service Commencement Date.









	






30 











	15.4 		With
the agreement of the parties, Proton shall undertake further development projects in
accordance with the processes and procedures to be agreed by the parties pursuant to the
Change Control Procedure.







	15.5 		All
intellectual property rights relating to any development projects from time to time fully
funded, whether by money or money’s worth, by Reuters shall be owned by Reuters and
Proton hereby assigns (and shall procure the relevant members of the Proton Group to
assign) all IPRs in such projects to Reuters. Reuters agrees to license all such rights,
on a royalty-free basis to the members of the Proton Group to the extent necessary to
permit the Proton Group to provide Services to the Reuters Group or the Reuters Customers.







	15.6 		All
other IPRs arising out of any development project (“Proton IPRs”) shall be licensed to
Reuters for itself and each member of the Reuters Group and the Reuters Customers on a
royalty-free, perpetual and irrevocable basis to the extent necessary to enable the
Reuters Group and the Reuters Customers to enjoy the full benefit of the Services. Proton
agrees that it shall not (and shall procure that the members of the Proton Group shall
not) challenge or oppose use by any member of the Reuters Group of its own IPRs by
reference to any of the Proton IPRs. Nothing in this Clause shall constitute an
assignment or (except in respect of the licence of Proton IPRs in this Clause 15.6)
licence of either party’s Development Tools and each party shall be free to use its
Development Tools, the ideas, concepts and know-how developed by it
in the course of performing its obligations under this Agreement without
restriction.







	16. 		COMMITMENT







	16.1 		Subject
to the provisions of this Clause 16, Reuters shall (and shall procure that each member of
the Reuters Group shall) procure all its requirements for Network Services to support
Global or Strategic Products from the Proton Group, it being agreed that:







		(A) 		where
such Network Services are of the same type as those which are, at that date, set out in
Schedule 1, then the member of the Reuters Group procuring those Network Services (the
“Reuters Procurer”) shall procure such services from a member of the Proton Group;






		(B) 		where
such Network Services are not of the same type at that date, set out in Schedule 1, then
the Reuters Procurer may invite other companies to tender for the provision of such
Network Services, provided further that the relevant member of the Proton Group shall,
subject to Clause 16.1(C), have the right to match any offer (in respect, but without
limitation to the price, quality and technical capability) made by any such third party.
Where the offers made by such Proton Group member and such third party are identical
(save 












	






31 









		 		for any differences of a
trivial nature), Reuters shall (or shall procure that the
Reuters Procurer shall) procure such services from that Proton Group member. Where such
Proton Group member fails to match a third party offer, the Reuters Procurer shall have
the right to procure such services from that third party;






		(C) 		Reuters
shall be under no obligation to disclose to such Proton Group member the identity of
other parties tendering for the provision of Network Services or to provide a copy of the
offers received from such other parties. Reuters shall, so far as practicable and subject
to any obligations to such other parties, use its reasonable endeavours to provide
sufficient information to such Proton Group member to enable it to match the offers
received from such other parties. Proton may at its own cost request that a firm of
independent and professional auditors selected by Proton and approved by Reuters (such
approval not to be unreasonably withheld or delayed) verify that the requirements
communicated by Reuters to the relevant Proton Group member are necessary to enable that
Proton Group member to match the offer from another party. Proton shall procure
that the auditors enter into a direct contractual relationship with Reuters requiring the
auditors to comply with Reuters reasonable health and safety, security and
confidentiality procedures. The independent auditor may only confirm or deny whether
Reuters has complied with its obligations under this Clause 16.1(C), but may not disclose
any other information to the Proton Group. Where the auditor finds that Reuters has not
complied with its obligations, Reuters shall use its reasonable endeavours to provide
further information to comply with those obligations, and this Clause 16.1(C) shall apply
to that, and any further information provided by Reuters.






	16.2 		Reuters
shall (and shall use all reasonable endeavours to procure that each member of the Reuters
Group shall) provide Proton or members of the Proton Group with the right to bid for all
its requirements for Network Services [___________].*







	16.3 		Without
prejudice to Clauses 16.1 and 16.2, Reuters shall and shall use all reasonable endeavours
(recognising the non integrated nature of certain members of the Reuters Group and the
autonomy devolved to members of the Reuters Group in respect of local issues) to procure
that each member of the Reuters Group shall procure all its requirements for Network
Services from the Proton Group, save where there are sound business reasons for procuring
Network Services from a third party.






	16.4 		If
at any time Proton has reasonable grounds to believe that a significant level of
expenditure by Reuters Group for Network Services is being incurred with third parties
other than members of the Proton Group










	*		This
material has been omitted pursuant to a request for confidential treatment under Rule
24(b)-2 of the Securities Exchange Act of 1934. The omitted material has been filed
separately with the Securities and Exchange Commission. 









	





32 










	 		
 (determined by reference to the commitment by
Reuters to the Proton Group at the Service Commencement Date), then Proton shall have the
right to require a meeting between the CEOs of each party. Such meeting shall take place
as soon as reasonably practicable, but no more than once in any twelve (12) month period.
At such meeting, the parties shall discuss in good faith (against the background of the
Reuters Group’s commitment to the Proton Group represented by the provisions of this
Clause 16 as at the Service Commencement Date) with the intention of making an
appropriate adjustment to its then current commitment to the Proton Group by way of an
amendment to the definition of Global or Strategic Products or by some other means.






	16.5 		Save
as expressly set out above, no member of the Reuters Group shall be under any obligation
to procure Network Services from members of the Proton Group.







	16.6 		Where
the Proton Group fails, refuses or is unable to provide Network Service to a Site
(including in circumstances described in Clause 36), the commitment on the Reuters Group
in this Clause 16 shall not apply to that Network Service at that Site until such time as
the Proton Group is able and willing to provide such Network Service at such Site. Where
the Reuters Group has procured such Network Service at that Site from a third party
during that period, the obligations under this Clause 16 shall not apply to such Network
Service at such Site until the termination of the relevant contract with that third party.







	17. 		MINIMUM ANNUAL COMMITMENT







	17.1 		If
the aggregate amounts paid by the Reuters Group to the Proton Group in respect of any
Year do not exceed the Minimum Annual Commitment (“MAC”) as determined in Clause 17.2,
then subject to the provisions of this Clause 17, Reuters shall pay to Proton the sum
determined in accordance with this Clause. Proton shall deliver to Reuters an invoice for
such sum within thirty (30) days after the end of the relevant Year, and Reuters shall
pay the invoiced sum in accordance with Clause 20.2.







	17.2 		Subject
to Clause 17.3, the MAC for each Year during the term of this agreement shall be
calculated as follows:







			          [____________] *






	 	
Where
A for the first Year shall be the Virtual Spend and thereafter shall be the aggregate
amount paid by the Reuters Group to Proton (including members of the Proton Group) under
this Agreement in the preceding Year (excluding sums relating to Tail Circuits) and in
all cases shall exclude VAT and all other duties and taxes.






	17.3 		In
each Year, the MAC shall be reduced in the following circumstances:









	* 		This
material has been omitted pursuant to a request for confidential treatment under Rule
24(b)-2 of the Securities Exchange Act of 1934. The omitted material has been filed
separately with the Securities and Exchange Commission.












	






33 











		(A) 		in
the event of a failure, refusal or inability by a member of the Proton Group to provide
Network Services (including in circumstances described in Clause 36) the MAC shall be
reduced by the reasonable charges incurred by the Reuters Group of procuring comparable
services from any third party;






		(B) 		in
the event that Reuters or any member of the Reuters Group exercises its rights pursuant
to Clause 7.2 the MAC shall be reduced by:






		(i) 		the
reasonable charges incurred by the Reuters Group of procuring and implementing comparable
services from any third party; or






		(ii) 		(where
the Reuters Group has received from Proton (by way of damages awarded by a court, as part
of a negotiated settlement or otherwise) the additional costs and expenses reasonably
incurred in procuring and implementing comparable services from any third party which
would not have been incurred but for the event that has led to the such termination
rights arising) the anticipated charges that would have been incurred with the Proton
Group for such services in the calendar year had such right not been exercised;






		(C) 		in
the event of a reduction in charges, the MAC shall be reduced by the aggregate saving
made by the Reuters Group as a result of such reduction in the relevant Year;






		(D) 		in
the event of (a) a sale, divestiture or liquidation of a member of the Reuters Group; or
(b) a general business decline or downsizing of the Reuters Group, then the MAC shall be
reduced by an amount equal to, in the case of (a), the amount spent on Network Services
in the previous Year by that part of the Reuters Group that has been sold or divested (if
such member of the Reuters Group enters into an agreement with Proton pursuant to Clause
47.3) or liquidated and, in the case of (b), the percentage reduction in the spend for
Network Services under this Agreement by the Reuters Group as a result of the events set
out in (b); and






		(E) 		in
the event that any Service is replaced, displaced or substituted by a New Service which
reduces the network costs incurred by the Reuters Group then the MAC shall be reduced by
the aggregate saving as a result of such replacement, displacement or substitution.






	17.4 		Payments
by the Reuters Group to the Proton Group shall be deemed to include:







		(A) 		the
amount of any Service Credits paid or credited by Proton; and













	





34 










		(B) 		any
payments from Reuters Customers for Services which were previously acquired from any
member of the Reuters Group (excluding sums paid for Tail Circuits).






	17.5 		In
the event that Reuters has not met its MAC in any Year then it shall make a shortfall
payment calculated as follows:







	 	
          Shortfall
Payment = [(MAC - Annual Spend) x P] - S






	 	
Where
P is determined by reference to the following table:





	 	

		 	                   Year 	 	                       P	 
	 	

		 	Year 1	 	[___]*%	 
	 	

		 	Year 2	 	[___]*%	 
	 	

		 	Year 3	 	[___]*%	 
	 	

		 	Year 4	 	[___]*%	 
	 	

		 	Each subsequent Year	 	[___]*%	 
	 	







	 	
except
where a member of the Reuters Group breaches the provisions of Clause 16 in circumstances
where such member breached such provision with actual knowledge that its act or omission
would constitute a breach of the obligations of the Reuters Group to Proton, where P
shall be one hundred per cent. (100%) in respect of the element of the shortfall caused
by such breach. It is acknowledged that Reuters shall communicate the obligations in
Clause 16 to all relevant personnel responsible for procuring Network Services within the
Reuters Group (and shall repeat such communication at appropriate intervals); and






	 	
Where
S is the amount by which the aggregate sums paid by Reuters to the Proton Group under
this Agreement in any of the previous Years exceed the MAC for the respective Years,
provided that in each Year, S shall not include any such amounts that have already been
used to reduce the Shortfall Payment in any previous Year.






	17.6 		Notwithstanding
any other provisions in this Agreement Reuters liability under Clause 17.5 shall be
Proton’s exclusive remedy for breach of its obligations under this Clause 17 where the
aggregate amounts paid by the Reuters Group to the Proton Group in respect of any year do not
exceed MAC.








	* 		This
material has been omitted pursuant to a request for confidential treatment under Rule
24(b)-2 of the Securities Exchange Act of 1934. The omitted material has been filed
separately with the Securities and Exchange Commission.











	





35 










	17.7 		Proton
shall provide or procure the provision of reports of Reuters spend against MAC at such
times and in such format as is reasonably requested by Reuters. Reuters shall provide
such information as may reasonably be required by Proton to calculate the reduction to
the MAC required pursuant to Clause 17.3. If Proton has reasonable grounds for believing
that such information is inaccurate, then Proton may conduct an audit of such information
in accordance on the terms set out in Clause 16.1(C).







	17.8 		Save
as expressly set out in this clause, it is agreed that the Reuters Group shall be under
no obligation in respect of any revenue commitments to the Proton Group pursuant to this
Agreement.







	18. 		MOST
FAVOURED NATION







	 	
Until
IPO, Proton shall provide and shall procure that the members of the Proton Group shall
provide, the Services on terms, including terms relating to price, Service Credits,
and/or introduction of developments under Clause 12.3, which are no less favourable than
reasonably comparable services offered to any other customer of the Proton Group.






	19. 		RATES
AND CHARGES







	19.1 		Proton
shall charge and Reuters shall pay for Services in accordance with Schedule 8, as such
Schedule may be amended by agreement between the parties from time to time.







	19.2 		Whenever
used in this Clause 19, the words and phrases listed below shall have the meanings given
below:







	 	“Existing
Circuit”	means any circuit, trunk or other network service used by a member of the Proton
Group to provide the Services to the Reuters Group at the Service Commencement Date






	 	“Proton
Margin”	means margin made by the relevant member of the Proton Group on a Replacement
Circuit calculated at the Replacement Date calculated in accordance with the following
formula:








	 		     [____________] *
     (Cost to that Proton member of providing that
Replacement Circuit);






	 	“Replacement
Circuit”	means any reasonably comparable circuit, trunk or other network service procured
by or on behalf of a member of the Proton Group from Equant to replace an Existing
Circuit;










	*		This
material has been omitted pursuant to a request for confidential treatment under Rule
24(b)-2 of the Securities Exchange Act of 1934. The omitted material has been filed
separately with the Securities and Exchange Commission. 










	






36 












	 	“Replacement
Date” 	means the date an Existing Circuit is replaced by a Replacement Circuit.








	19.3 		Initial
Pricing







	 	
At
the Service Commencement Date, the charges for the Services shall be established using
the Virtual Bill.






	19.4 		Market
Tracking for Existing Circuits







	 	
During
the period before an Existing Circuit is replaced with a Replacement Circuit, Proton
shall (or shall procure that the relevant member of the Proton Group shall) vigorously
pursue opportunities for cost reductions to ensure that the cost of the Existing Circuit
remains comparable to the cost of reasonably comparable services in the market and, if
such reductions are achieved, that Proton Group member shall pass through to Reuters the
full amount of all such cost reductions. During such period, Proton shall brief Reuters
every three (3) months on activities undertaken by the Proton Group to ensure that the
costs of Existing Circuits are and remain competitive. The parties shall discuss in good
faith, with a view to agreeing, Proton’s priorities for cost reduction activities over
the following three months. Proton shall comply with any such agreed priorities.






	19.5 		Market
Tracking for Replacement Circuits






	 	
During the period after an Existing Circuit is replaced with a Replacement Circuit but prior to
that Replacement Circuit being integrated in accordance with the Integration Plan, Proton
shall (or shall procure that the relevant member of the Proton Group shall)
vigorously pursue opportunities for cost reductions to ensure that the cost of the
Replacement Circuit remains competitive with the cost of reasonably comparable services
in the market. Where a Proton Group member receives a cost saving by replacing an
Existing Circuit with a Replacement Circuit, Proton shall pass through to Reuters (or,
where the relevant Reuters Group member receive a separate invoice from Proton in respect
of that Replacement Circuit, to that Reuters Group member) half of such cost saving by
reducing the charge to Reuters (or that Reuters Group member as the case may be) relating
to the Replacement Circuit. At such point, Proton shall calculate the Proton Margin for
the Replacement Circuit. During such period, Proton shall brief Reuters every three (3)
months on activities undertaken by the Proton Group to ensure that the costs of
Replacement Circuits are and remain competitive. The parties shall discuss in good faith,
with a view to agreeing, Proton’s priorities for cost reduction activities over the
following three months. Proton shall comply with any such agreed priorities.











	





37 











	19.6 		Pre-integration
(Replacement Circuits)







	 	
In
the period between the Replacement Date and the Integration Date, if the charges payable
by the Proton Group to Equant for a Replacement Circuit varies, Proton shall adjust the
charges to the Reuters Group for the Services so that the Proton Margin relating to such
circuit remains constant and all savings in excess of such margin for such circuit is
passed through to Reuters.






	19.7 		Post-integration
(Replacement Circuits)







	 	
After
the Integration Date, the charge made by Proton to Reuters for a Replacement Circuit
shall be the charges as at the Integration Date for the Replacement Circuit until such
charges may be reduced following a price review in accordance with this Agreement.






	20. 		INVOICING
AND PAYMENT







	20.1 		Currency
of Invoices







	 	
Proton
shall invoice Reuters for Services in either US dollars, euros or pounds sterling and/or
in other currencies as are appropriate for intra-country transactions, all as may be
agreed between the parties (such agreement not to be unreasonably withheld or delayed).
Proton shall discuss in good faith invoicing members of the Reuters Group for Services in
such other
currency in circumstances other than intra-country transactions as Reuters may reasonably
require. Where the invoice is denominated in a currency other than US dollars, the
invoice amount will be converted at the National Westminster Bank plc’s relevant
mid-point buying/selling rate (or that of its successor bank) as at the date of the
relevant invoice, except where the parties have agreed that such non-US dollar invoices
will not be converted to US dollars.







	20.2 		Payment
Terms







	 	
Subject
to Clause 20.5, Reuters shall pay (or shall procure the relevant member of the Reuters
Group shall pay) all invoices rendered in accordance with the provisions and procedures
set out in Schedule 10 within thirty (30) days of the date of receipt of the invoices.
Proton reserves the right to charge interest for any amount not paid when due at a rate
of interest equal to two percent per annum above the prime or base lending rate
established from time to time by National Westminster Bank plc until such sum is paid.






	20.3 		Accuracy
of Invoices







	 	
Proton shall use all reasonable endeavours and shall take such prudent steps as are reasonably
necessary to ensure that all invoices are accurate 









	





38 









	 	
and that all adjustments to or changes
in the applicable rates and charges and all discounts and credits due shall be applied
promptly.









	20.4 		Taxes
and Duties







	 	
All
sums payable by Reuters to Proton under this Agreement shall be:






		(A) 		paid
free and clear of all deductions or withholdings on account of taxes, duties or levies
(except as may be required by any applicable law whereupon any invoice shall be grossed
up to include any such deductions or withholdings). In the event that any payment from
Reuters is subject to a withholding or deduction required by law, Proton shall be
entitled to receive from Reuters all reasonable assistance to enable Proton to obtain a
credit in respect of such withholding or deduction;






		(B) 		exclusive
of value added tax and other indirect taxes (if any) which shall be paid in addition to
such amount by Reuters on issue of a valid VAT invoice or similar document
at the rate
and in the manner from time to time being prescribed by law.






	20.5 		Disputed
Invoices







	 	
If
any member of the Reuters Group in good faith disputes the accuracy or legitimacy of any
Proton charge or invoice, Reuters shall promptly notify Proton of such dispute and pay
any undisputed amount by the due date. The parties shall resolve any such dispute in
accordance with Clause 39. Reuters shall not be deemed to be in breach of this Agreement
for non payment if it is withholding payment of any amounts that are disputed in good
faith and Reuters promptly provides a written statement to Proton describing the basis of
the dispute and the amount being withheld. Proton shall not deny, suspend or restrict any
Service pending the outcome of any billing dispute. Where any dispute determines that
Reuters should pay the disputed amount, Proton may charge interest on such disputed
amount from the due date to the dates such sum is paid at the base rate of National
Westminster Bank plc from time to time.






	20.6 		Waiver
of Delayed Bills







	 	
Proton
shall waive any charge for Services (excluding Tail Circuits) that are not billed within
one hundred and eighty (180) days after the end of the month in which the charge is
incurred, unless the failure to bill the charges relate to:






		(A) 		a
subcontractor notified to Reuters where agreement has been reached that such
subcontractor shall not bill for a period longer than one hundred and eighty (180) days
after the end of the month in which the charge is incurred; or










	





39 











		(B) 		a
subcontractor that fails to provide its bill to Proton within such one hundred and eighty
(180) day period due to no fault of Proton.






	20.7 		Suspension
of Service for Late Payment







	 	
Where
Reuters fails to pay any due amount (except where such amount is the subject of a dispute
in accordance with Clause 20.5) in any invoice within sixty (60) days of Proton notifying
Reuters in writing of the failure, without prejudice to any other right or remedy it may
have under this Agreement for such failure, Proton may (and may procure relevant members
of the Proton Group to) suspend the Service and/or Service Elements relating to that
unpaid amount in that invoice until such invoice is paid.






	21.		PRICE REVIEW/BENCHMARKING









	21.1 		From
the date [______] * years after the Service Commencement Date or the Integration Date
(whichever is the later), price reviews shall be conducted in accordance with the
provisions of Schedule 8.







	21.2 		In
connection with the price reviews referred to in Clause 21.1, Proton shall (or shall
procure that the relevant member of the Proton Group shall) notify Reuters in accordance
with the relevant price review process set out in Schedule 8 of its proposed charges for
the Services and each Service Element. Reuters shall have the right to require such
proposed charges to be benchmarked in accordance with the provisions of Schedule 9.







	22. 		VOLUME
RELATED DISCOUNTS







	 	
Proton
shall discount certain specified charges to the Reuters Group in accordance with the
Volume Related Discount set out in Schedule 15.






	23. 		CONTINUITY
PLANNING







	 	
Proton
shall at no additional cost to Reuters establish a business continuity plan in accordance
with the principles set out in Schedule 13 and the parties shall together review such
plan on an annual basis or at such other time as is reasonably requested by a member of
the Reuters Group in relation to a continuity plan specifically developed for that member
of the Reuters Group.






	24. 		PRIME
CONTRACTOR







	24.1 		Primary
Liability of Proton








	 	
Proton
accepts and agrees that it is providing Services as a prime contractor and that it shall
be primarily liable for the act or omission of any of its sub-contractors (including
each member of the Proton Group) or any third 









	*		This
material has been omitted pursuant to a request for confidential treatment under Rule
24(b)-2 of the Securities Exchange Act of 1934. The omitted material has been filed
separately with the Securities and Exchange Commission. 











	





40 












	 	
party service provider it uses to provide
the Services, to the extent that such act or omission relates to the Services.








	24.2 		Notification
and Consent for Sub-Contractors







	 	
Proton
shall notify Reuters and (in respect of Services provided to Instinet) Instinet of any
new service provider who is not a member of the Proton Group to which it proposes to
sub-contract any of its material obligations or which is to be a material
provider of services which will form part of the Services.
Proton shall not, and shall procure that the members of the Proton Group shall not, enter
into any arrangements with any person for the provision of the Services as a whole or
material part (in respect of size and/or importance), save with the prior written consent
of Reuters and (in respect of Services to be provided to Instinet) Instinet to such
appointment (such consent not to be unreasonably withheld or delayed) and provided
further that nothing in this provision shall impact on the ability of a member of the
Proton Group to procure network or other services from Equant under the Partner Services
Agreement between Proton and Equant of even date herewith.








	24.3 		Default
of Sub-Contractor Not Force Majeure







	 	
Proton
expressly acknowledges and understands that the default of any approved sub-contractors
(including any member of the Proton Group)(except to the extent such default itself
results from an event of Force Majeure) shall not constitute an event of Force Majeure,
neither shall it excuse nor delay in any way Proton from the performance of its
obligations hereunder.






	25. 		PROTON
PERSONNEL







	25.1 		Use
of Personnel







	 	
Proton
shall ensure and/or procure that an adequate number of qualified and appropriately
trained personnel familiar with the network operations of the Reuters Group and the
Reuters Customers and implementation, integration and use of telecommunication services
are employed by the Proton Group to meet its obligations under the Agreement. Proton
shall commit (or procure the commitment of) an adequate number of appropriate managers on
a dedicated and exclusive basis to liaise with Reuters or relevant members of the Reuters
Group with relation to specific service requirements to meet Proton’s obligations under
this Agreement.






	25.2 		Unacceptable
Personnel







	 	
Reuters
may notify Proton if any member of the Reuters Group believes that any Proton Personnel
are unacceptable for assignment to, for retention to the provision of Services to the
Reuters Group, for reasons relating to













	





41 











	 	
skills, qualification or any other reason which is
likely to have an adverse effect on the provision of Services to the Reuters Group. Upon
receipt of a request to transfer any such personnel, Proton shall review such matter
within five (5) Business Days and unless such request is unreasonable, (as determined by Proton in its reasonable discretion), Proton shall
reassign or procure the reassignment of such personnel to other duties unrelated to the
provision of Services to the Reuters Group. Proton shall have a reasonable time to
replace or procure the replacement of any personnel transferred pursuant to this Clause.






	25.3 		Information
about Personnel







	 	
At
the request of Reuters and/or Instinet (but in Instinet’s case only in respect of Proton
Personnel providing services to Instinet) but subject to any legal requirements of
privacy or contractual commitment, Proton shall provide (or procure the relevant Proton
Group member to provide) Reuters and/or Instinet (as the case may be) with such
information in respect of the Key Proton Personnel and such other Proton Personnel as
Reuters and/or Instinet (as the case may be) may reasonably require for the purpose of
assessing competence to provide the services to be provided by that person and otherwise
to comply with regulatory requirements and other reasonable security requirements,
including but not limited to, details of employment history, training, experience and
qualifications. Where a member of the Proton Group is prohibited by law or contract to
give specific details about named personnel, it may give Reuters and/or Instinet (as the
case may be) summarised information about unnamed individuals.






	25.4 		Key
Proton Personnel







	 	
For a period of nine (9) months from the Service Commencement Date, Proton shall, unless
otherwise agreed in writing by Reuters, ensure (or procure in the case of other Proton
Group members) that only the Key Proton Personnel are engaged to perform the Specified
Services.






	25.5 		Unavailability
of Key Proton Personnel







	 	
If
any of the Key Proton Personnel is unable to perform the Specified Services due to
illness (other than in the case of illness lasting five (5) Business Days or less),
holiday (for periods in excess of ten (10) Business Days) or any other reason, then
Proton undertakes, at its own cost, to provide or procure the relevant Proton Group
member to provide a replacement for such Key Proton Personnel forthwith, such replacement
possessing equivalent or similar qualifications, training and experience to the replaced
member of the Key Proton Personnel and this Clause 25 shall apply in relation to that
replacement Key Proton Personnel for the period concerned.














	






42 










	26. 		AUTHORITY







	 	
Nothing
in this Agreement authorises any member of the Proton Group or any of the Proton
Personnel to enter into commitments or obligations on behalf of any member of the Reuters
Group.






	27. 		EMPLOYEE
RESTRICTIONS







	27.1 		No
Solicitation







	 	
Save
as expressly set out in this Agreement (including, without limitation, in Clause 35.3),
both parties agree during the term of this Agreement and for twelve months thereafter not
to (and each party shall procure that during such period the members of its Group shall
not) directly or indirectly solicit or entice away from the employment of the other party
(including any member of the other party’s Group) any of the employees of the other party
(including any member of the other party’s Group) or do anything likely to facilitate the
departure of any of such employees, except for those that answer a non-directed public
advertisement which is not specifically aimed at the employees of that other party and/or
employees of members of the other party’s Group.






	27.2 		Remedy
for Breach







	 	
Unless
otherwise agreed in writing between the parties, if either party (including members of
that party’s Group) breaches the provisions of Clause 27.1 then such party expressly
agrees to pay to the other as a referral fee a sum equal to twelve (12) months of the
annual gross salary offered by the breaching party (or, as the case may be, its Group
members) to the relevant employee.






	27.3 		Proton
Breach







	 	
The
restriction in Clause 27.1 shall not apply where Reuters terminates this Agreement in
accordance with Clause 34.1(A) in circumstances where Proton is in material breach of its
obligations in this Agreement, but without prejudice to any obligation of Reuters of the
same or similar nature to Clause 27.1 to Proton in any other Agreement which obligation
survives such termination of this Agreement.






	28. 		INSURANCE







	28.1 		With
effect from the Service Commencement Date, Proton shall take out and maintain during the
term of this Agreement, insurance
cover with reputable insurers to adequately insure its obligations under this Agreement
in respect of employers’liability, errors and omissions and public and products
liability, fidelity, property damage and business interruption.











	





43 











	28.2 		On
request by Reuters, Proton shall provide to Reuters summarised details, containing all
relevant information, of its insurance position and its compliance with Clause 28.1.







	29. 		LIABILITY







	29.1 		Liability
for Death or Personal Injury







	 	
Nothing
in this Agreement shall exclude or limit the liability of any party for death or personal
injury resulting from the negligence of that party or its directors, officers, employees,
contractors or agents.






	29.2 		Liability
for Consequential and Indirect Losses.







	 	
Subject
to Clause 29.6, neither party (nor the respective member of its Group) shall be liable to
the other party in contract (including under any indemnity), tort, warranty, strict
liability or any other legal theory for any indirect, consequential, incidental, punitive
or exemplary damages or for loss of profit, loss of savings, loss of revenue, loss of
goodwill or loss of business. This Clause 29.2 shall not in any way limit or restrict
Proton’s rights to receive the MAC in accordance with Clause 16.






	29.3 		Direct
Losses under this Agreement







	 	
For
the purposes of this Agreement direct losses shall include but not be limited to:






		(A) 		direct
loss of a Reuters Customer, a sub-contractor of Proton under this Agreement and/or a
party to a contract with a member of the Proton Group relating to the provision of
services required by the Proton Group to provide the Services claimed against any member
of the Reuters Group and relating to a breach by Proton of this Agreement or any breach
of a duty of care (including negligence) by the Proton Group owed to any member of the
Reuters Group in relation to Proton’s performance of its obligations under this Agreement;






		(B) 		restitution
of monies paid by Reuters and any member of the Reuters Group to Proton and any member of
the Proton Group pursuant to this Agreement;






		(C) 		the
additional costs and expenses reasonably incurred in procuring and implementing
alternative or replacement services, including consultancy costs, the additional costs of
management time and personnel costs (which would not have been incurred but for the event
that has led to the direct loss) and costs of hardware, software and other equipment and
materials;











	





44 










		(D) 		costs
and expenses reasonably incurred by Reuters and each member of the Reuters Group in
contemplation of and pursuant to this Agreement to the extent that such costs and
expenses are wasted if alternative or replacement services are procured;






		(E) 		the
costs of reconstituting lost or corrupted data; and






		(F) 		the
costs and expenses referred to in Clause 35.4 relating to the replacement of employees.







	29.4 		Caps
on Liability







	 	
For
Proton:






	 	
The maximum aggregate liability of Proton under this Agreement in any Year shall be one
hundred million pounds sterling (£100 million).






	 	
For
Reuters:






	 	
The
maximum aggregate liability of Reuters under this Agreement in any Year shall be one
hundred million pounds sterling (£100 million).






	29.5 		No
Waiver of Unrelated Matters







	 	
This Clause 29 is not intended to constitute a waiver of any rights of one party against any
other with regard to matters unrelated to this Agreement.






	29.6 		Application
of Limitations of Liability







		(A) 		Proton’s
limitations of liability set out in this Clause 29 shall not apply to:







		(i) 		the
indemnity given by Proton in Clause 31.5;






		(ii) 		any
damage or loss incurred by any member of the Reuters Group due to the wilful or
deliberate act or omission of any member of the Proton Group or their employees,
contractors or agents.






		(B) 		Reuters
limitations of liability set out in this Clause 29 shall not apply to any damage or loss
incurred by any member of the Proton Group due to the wilful or deliberate act or
omission of any member of the Reuters Group, their employees, contractors or agents.






	29.7 		Liability
to members of the Group







	 	
Each
party acknowledges and agrees that this Agreement is being entered into for the benefit
of it and the members of its Group and that any loss or










	





45 











	 	
 damage suffered by any member of
the its respective Group arising out of or in connection with this Agreement shall be
recoverable by the relevant party as if it were loss or damage suffered by it.






	30. 		WARRANTIES
AND UNDERTAKINGS







	30.1 		Proton
Warranties and Undertakings







	 	
Proton hereby represents, warrants and undertakes that:






		(A) 		the
Services shall conform with and meet each of their applicable and corresponding Service
Levels;






		(B) 		in
fulfilling its obligations under this Agreement it shall employ at a minimum such levels
of skill, prudence and foresight as would be expected of an undertaking operating in the
same industry providing the same or similar services;






		(C) 		it
shall fulfil its obligations hereunder with all due reasonable care and skill and by
suitably qualified and trained personnel;






		(D) 		it
shall maintain and employ throughout the term of this Agreement a sufficient number of
personnel with sufficiently detailed and reasonable knowledge and experience to enable it
to perform its obligations hereunder;







		(E) 		it
shall procure and comply with all licenses, permits, consents and/or authorisations
required in connection with the fulfilment of its obligations under this Agreement and
Reuters shall, to the extent it is within its reasonable control, provide (or procure the
members of the Reuters Group to provide) such assistance as is reasonably requested by
Proton in connection therewith;






		(F) 		it
shall comply with all applicable laws, regulations and mandatory or recognised industry
codes of conduct (including, without limitation, applicable US regulatory and securities
laws) relating, from time to time, to the fulfilment of its obligations under this
Agreement;






		(G) 		it
shall, as far as it is aware or ought reasonably to be aware, notify Reuters from time to
time of all changes (if any) to any applicable laws, regulations and/or (to the extent
relevant to the Services) any mandatory or recognised industry codes of conduct relating
to the Services which may impact on the ability of Reuters to provide its services to its
ultimate customers, and/or may impact on the manner in which those services are provided;
and











	





46 









		(H) 		it
has the full power and authority to enter into this Agreement and to perform all of its
obligations hereunder.






	30.2 		Reuters
Warranties and Undertakings







	 	
Reuters
hereby represents, warrants and undertakes that:






		(A) 		it
shall fulfil its obligations hereunder with all due reasonable care, skill, prudence and
foresight;






		(B) 		it
shall disclose in writing to Proton anything of which it is aware, or ought reasonably to
be aware, which may impact on the ability of Proton to provide the Services, including
all changes (if any) to any applicable laws, regulations and/or (to the extent relevant
to the Services) any mandatory or recognised industry codes relating to the business of
the Reuters Group;






		(C) 		it
shall comply with all licences, permits, consents and authorisations required in
connection with the fulfilment of its obligations under this Agreement and Proton shall,
to the extent it is within its reasonable control, provide (and shall procure the members
of the Proton Group to provide) such assistance as is reasonably requested by Reuters in connection therewith; and







		(D) 		it
shall comply with all applicable laws, regulations and mandatory or recognised industry
codes of conduct relating, from time to time, to the fulfilment of its obligations under
this Agreement,






	 	
provided
that Proton’s exclusive remedy for Reuters breach of the warranties in Clauses (C) and
(D) shall be that Proton shall be excused performance of its obligations under this
Agreement to the extent that such performance would, as a result of Reuters breach,
require Proton to breach any of its obligations under this Agreement or any relevant
laws, licences, permits, consents or authorisations.






	30.3 		Duty
to disclose







	 	
Proton
undertakes to disclose in writing to Reuters and/or Instinet (but in Instinet’s case only
in respect of breaches relating to Instinet) anything of which it is aware which
constitutes a breach of, or is inconsistent with, any of the warranties and undertakings
in Clause 30.1 as soon as practically possible after Proton becomes aware of such breach
or inconsistency.






	30.4 		Construction






	 	
Each
of the warranties in this Clause 30.1 and Clause 30.2 shall be construed as a separate
and independent warranty and shall not be limited or restricted by reference to any other
warranty.










	





47 












	31. 		INTELLECTUAL
PROPERTY AND INDEMNITY







	31.1 		Proton
hereby grants for the term of this Agreement a royalty-free, world-wide licence (or shall
procure the relevant members of the Proton Group to grant such a licence) to Reuters and
for the benefit of it, any member of the Reuters Group and any Reuters Customers all its
IPRs to the extent necessary (subject to Clause 31.2) for Reuters, the Reuters Group
and/or Reuters Customers to enjoy the full benefit of the Services.







	31.2 		The
licence granted in Clause 31.1 shall:







		(A) 		in
respect of IPRs contributed to Proton by any member of the Reuters Group pursuant to the
Contributions Agreement and/or the Services Agreement, survive termination of this
Agreement for whatever reason as a royalty-free, perpetual, irrevocable licence
(with full rights to sub-licence) to use and exploit for any purpose; and







		(B) 		in
respect of IPRs developed by Proton during the term of the Agreement without Reuters
Group funding, or the development of which was only partially funded by the Reuters
Group, continue in full force and effect as a royalty-free licence for a period of twelve
(12) months from termination for the purpose of assisting the Reuters Group and/or
Reuters Customers to transition to an alternative provider of network services.






	31.3 		Where
any member of the Reuters Group requires a licence to use any of the IPRs referred to in
Clause 31.2(B) after the twelve month transition period referred to in Clause 31.2(B), or
for any purpose other than the transitional purposes referred to in that Clause 31.2(B),
Proton shall grant such a licence to that Reuters Group member on terms to be agreed,
which shall be no less favourable to Reuters than the terms offered to other Proton
customers in respect of such a licence of the same or similar IPRs and, if no such other
licence exists at that time, then on reasonable commercial terms.







	31.4 		Subject
to Clause 15.5, nothing in this Agreement shall constitute an assignment of IPRs from
Proton to Reuters or from Reuters to Proton.







	31.5 		Proton
hereby undertakes to indemnify and keep indemnified Reuters against any claim that the
provision and enjoyment of the Services constitutes an infringement or alleged
infringement of the IPRs of a third party.







	31.6 		Reuters
agrees that for any claims under Clause 31.5 (“IPR Claim”):







		(A) 		it
shall as soon as reasonably practicable notify Proton in writing of any IPR Claim of
which it has notice;














	






48 











		(B) 		it
shall not make any admission as to liability or agree to any settlement of or compromise
any IPR Claim without the prior written consent of Proton; and






		(C) 		Proton
shall, at its request and own expense, be entitled to have the conduct of and/or settle
all negotiations and litigation arising from any IPR Claim and Reuters shall, at Proton’s
request and expense, give Proton all assistance in connection with those negotiations and
litigation, provided that Proton shall consult with Reuters in connection with Proton’s
conduct of and/or settlement of such negotiations and litigation.







	31.7 		If
any IPR Claim is made, or in Proton’s reasonable opinion is likely to be made, against
any member of the Reuters Group, Proton shall promptly and at its own expense either:







		(A) 		procure
for the Reuters Group the right to continue using and receiving the Services; or






		(B) 		modify
or replace (or procure the modification or replacement of) the infringing part of the
Services so as to avoid the infringement or alleged infringement,






	 	
and,
for the avoidance of doubt, to the extent that Proton is not able to achieve either
31.4(A) or 31.4(B), Reuters shall have right to partially terminate this Agreement in
respect of those Services.






	31.8 		The
indemnity under Clause 31.5 shall not apply to any infringement to the extent that such
claim arises from:







		(A) 		any
modifications of the Services by any member of the Reuters Group;






		(B) 		the
use of the Services in combination with any other software and/or any equipment not
supplied or approved by Proton for use with the Services; or






		(C) 		any
matter relating to the assets transferred by the Reuters Group to the Proton Group under
the Contributions Agreement, except to the extent such claim arises from any modification
of those assets after such transfer.






	32. 		AUDIT







	32.1 		Right
to Conduct Audit







	 	
Reuters shall have the right from time to time and upon 10 Business Days written notice to
conduct an audit to verify (i) the accuracy of Proton’s













	





49 











	 	
charges; (ii) that the Services
are being performed in accordance with its obligations under this Agreement; or (iii)
compliance by Proton of any other of its obligations in Clauses 4, 5, 7, 8, 9, 10, 12,
13, 15, 17.3, 19, 20, 22, 23, 25, 28, 30.1(E), 30.1(F), 35.5, 35.6, 38 and 41 (an
“Audit”). The Audit must be restricted to the specific matters specified by Reuters in
such notice. The Audit may be conducted by such professional auditors or advisers
selected by Reuters (including Reuters internal audit department) and approved by Proton (such approval not to be
unreasonably withheld or delayed). Reuters and its professional auditors or advisers
shall comply with Proton’s reasonable health and safety, security and
confidentiality procedures. In no event will this Clause 32.1 (or any other Clause in
this Agreement) require Proton to provide Reuters with any proprietary information
unrelated to any of its obligations under this Agreement.






	32.2 		Co-operation
of Proton







	 	
Proton
shall provide (or procure the relevant Proton Group members to provide) to Reuters and
its advisers all reasonable facilities and access to its premises during normal office
hours, documents and information as Reuters shall reasonably require for the purposes of
the Audit and Proton shall, and shall procure that the relevant Proton Group members
shall, co-operate fully with Reuters in relation to the Audit. Subject to any obligations
of confidentiality to which it is legally bound, Proton shall, and shall procure that the
relevant Proton Group members shall, provide Reuters with such reasonable copies of
relevant documents and information in such form as Reuters or its advisers shall
reasonably require.






	32.3 		Frequency
of Audits







	 	
Reuters
shall be entitled to conduct an Audit at such times as it may reasonably require subject
to a maximum of one (1) Audit in any three (3) month period. Once an item has been
Audited pursuant to this Clause 32, Reuters may not conduct a further Audit of that item
for a further twelve (12) months, provided that:






		(A) 		these
maximums shall not apply where Reuters bona fide believes that there is a material
non-compliance by Proton of any of its obligations under this Agreement which the Audit
may detect or establish (and for these purposes, the onus shall be on Proton to prove
that Reuters does not have bona fide grounds for such belief); and






		(B) 		without
prejudice to sub-clause (A), where an Audit reveals a discrepancy in Proton’s charges
and/or a failure to perform its obligations, Reuters shall have the right to Audit that
matter on a quarterly basis until a subsequent Audit reveals no further charges
discrepancy or performance failures in respect of that matter.











	





50 











	32.4 		Regulatory
Audit Obligations







	 	
Notwithstanding
anything in this Clause 32, Reuters, and in respect of Services received from the Proton
Group, any member of the Reuters Group, shall have the right to conduct such Audits and
at such frequency as is required by applicable laws or regulations from time to time, and
Clause 32.2 shall apply to each such Audit.






	32.5 		Cost
of Audit







	 	
The
reasonable costs of the Proton Group incurred in performing the obligations under Clause
32.2 shall be met by Reuters save where the Audit reveals Proton or a member of the
Proton Group is materially not in compliance of its obligations under this Agreement
and/or there is a discrepancy in Proton’s charges under this Agreement of five per cent.
(5%) or more in which case such costs, together with (subject to the parties having
agreed in advance the charging basis for that Audit, provided that neither party shall
unreasonably withhold or delay such agreement) Reuters reasonable costs of conducting the
Audit, shall be met by Proton.






	33. 		TERM







	 	
This
Agreement shall take effect on the Effective Date and the Services shall be provided by
the Proton Group as from the Service Commencement Date. This Agreement shall be for an
initial period until the date five (5) years from the Service Commencement Date (the
“Initial Period”) and thereafter shall remain in full force and effect for successive one
year periods, unless and until terminated by either party in accordance with this
Agreement.






	34. 		TERMINATION







	34.1 		Without
prejudice to its other rights and remedies either party shall be entitled to terminate
this Agreement forthwith by notice in writing if:







		(A) 		the
other party is in material breach of any of the provisions of this Agreement and such
breach has not, if capable of remedy, been remedied within thirty days of receipt by that
party of written notice from the other requiring such remedy. It is agreed that in
relation to each Service, the parties will identify in accordance with Schedule 5 what
constitutes a material breach and the combination of non-material and/or persistent
breaches which together
will (in each case) constitute a material breach;






		(B) 		any
procedure is commenced with a view to the winding-up or re-organisation of the other
party (other than for the purpose of a solvent amalgamation or reconstruction and that
procedure is not terminated or discharged within thirty (30) days;













	





51 











		(C) 		any
procedure is commenced with a view to the appointment of an administrator, receiver,
administrative receiver or trustee in bankruptcy in relation to the other party or all or
substantially all of its assets and that procedure is not terminated or discharged within
thirty (30) days;






		(D) 		the
holder of any security over all or substantially all of the assets of the other party
takes any step to enforce that security and that enforcement is not discontinued within
thirty (30) days;






		(E) 		all
or substantially all of the assets of the other party are subject to attachment,
sequestration, execution or any similar process and that process is not terminated or
discharged within thirty (30) days;






		(F) 		the
other party is unable to pay its debts as they fall due or enter into a composition or
arrangement with its creditors or any class of them; or






		(G) 		the
other party ceases or threatens to cease wholly or substantially to carry on its
business, other than for the purpose of a solvent amalgamation or reconstruction.






	34.2 		Any
partial termination of this Agreement by Reuters in accordance with Clause 7.2, shall not
affect any other part of this Agreement.







	34.3 		Either
party may terminate this Agreement on not less than six (6) months prior written notice
to the other party to terminate the Agreement at the end of the Initial Period or the end
of any subsequent annual extension thereof.







	35. 		EFFECT
OF TERMINATION






	35.1 		On
termination of this Agreement, Proton shall (and shall procure that the members of the
Proton Group shall) provide all reasonable assistance to ensure that the Reuters Group is
able to migrate from the Services to the services of either a third party
or a member or members of the Reuters Group at Proton’s then standard charges for
such migration services supplied which shall, in any event, be fair and reasonable. Such
assistance shall be provided for a maximum period of twelve (12) months from the date of
the notice of termination (the “Transition Period”). During the Transition
Period, the provisions of this Agreement shall apply except for the provisions of Clause
16 and Schedule 8 (in respect of price reviews/benchmarking).







	35.2 		Within
one month of giving notice of termination or partial termination or three months before
the end of the Initial Period, the parties shall agree an Exit Plan in accordance with
Schedule 12 which shall describe the timescales for the termination of individual
Services and corresponding 












	





58 










	 	
non-application of Service Levels. Proton shall not increase
any charges for Services in the period after notice of termination has been given by
either party merely because of the fact of termination. During the Transition Period, for
the Services that are being terminated:






		(A) 		there
will be no price reviews or benchmarking;






		(B) 		the
volume related discount scheme shall continue to apply; and






		(C) 		the
MAC shall not apply.






	35.3 		On
the termination or partial termination of this Agreement the parties agree and
acknowledge that the Council Directive of 14th February, 1977 on the approximation of the
laws of Member States relating to the safeguarding of employees’ rights in the event of
transfer of undertakings, businesses or part of undertakings or businesses (77/187/EEC)
(the “Acquired Rights Directive”) shall apply to the transfer of employees engaged in the
provision to the Reuters Group of Services, the subject of that termination or partial
termination as applicable, provided that where the Acquired Rights Directive does not
apply automatically to such employees, the parties shall apply in good faith to such
employees the same tests as are applied by the Acquired Rights Directive to ascertain
which employees, if any, would have remained with the Proton Group and which employees,
if any, would have transferred to the Reuters Group pursuant to the Acquired Rights
Directive had it applied to such employees. Where the parties agree that the Acquired
Rights Directive would have resulted in an employee transferring to the Reuters Group if
it had applied to such employee then the Reuters Group shall have the right to solicit
the employment of such Proton employee. Proton shall not (and shall procure that no
member of the
Proton Group shall) make a counter-offer to that employee or otherwise attempt to
persuade or entice that employee to remain an employee of the Proton Group, provided that
nothing in this Clause 35.3 shall require any member of the Proton Group to infringe any
applicable laws or regulations or any legally binding contract relating to that employee’s
employment with the Proton Group.







	35.4 		Where
the parties cannot agree pursuant to Clause 35.3 whether an employee of the Proton Group
would, if the Acquired Rights Directive were to apply to that employee, transfer
automatically to the Reuters Group, such employee shall remain an employee of the
relevant member of the Proton Group pending resolution of that dispute in accordance with
this Agreement, and Proton shall not (and shall procure that the relevant members of the
Proton Group shall not) during such period change or offer to change the then current
provisions of that employee’s employment contract or the working environment relating to
that employee (save in the ordinary course of managing and administering that employee’s
employment). To the extent that the resolution of that dispute permits the Reuters Group
to solicit that employee in accordance with Clause 35.3 then














	





53 











	 	
Proton shall reimburse
Reuters (for itself and on behalf of each relevant member of the Reuters Group) for all
costs and expenses reasonably incurred by any member of the Reuters Group resulting from
the relevant member of the Reuters Group obtaining a replacement employee with comparable
skills to the employee in question between the period when Reuters should have first had
the right under Clause 35.3 to solicit that employee until the date of the resolution of
the dispute (the “Dispute Resolution Period”) less the costs that would have been
incurred by any member of the Reuters Group in employing that person for such period,
provided that Reuters Group shall not be entitled to any such reimbursement pursuant to
this Clause where the relevant Proton Group member procures that such employee (or
another employee who is (in the reasonable opinion of the relevant Reuters Group Member)
able to offer comparable services) will remain available to provide Services to the
Reuters Group during the Dispute Resolution Period.







	35.5 		On
termination of this Agreement, Reuters shall have the option to purchase assets at net
book value and (prior to the Integration Date) call for the transfer of contracts which,
in each case, relate solely to the Services provided to the Reuters Group (which shall be
deemed to include all Network Equipment and CPE transferred by the Reuters Group to the
Proton Group and Proton shall remove (or procure the removal of) all connections to such
equipment which are not for the Reuters Group or Reuters Customers).
Proton shall use its reasonable endeavours, in conjunction with Reuters, to procure the
transfer of such contracts without a material charge or any penalty.






	35.6 		On
partial termination of this Agreement, Reuters shall have the option to purchase assets
(including CPE) at net book value which relate solely to the Services in respect of which
the right of termination is being exercised and to call for the transfer of contracts
solely relating to the provision of such services, provided that this option can only be
exercised where the removal of the asset or transfer of contracts will not in Proton’s
reasonable opinion, degrade the services provided by a member of the Proton Group to its
other customers, and other Services to any member of the Reuters Group. Proton shall use
its reasonable endeavours, in conjunction with Reuters, to procure the transfer of such
contracts without a material charge or any penalty.







	35.7 		Those
assets referred to in Clauses 35.5 and 35.6 in respect of which Reuters does not exercise
its option to purchase shall be removed from the Sites by or on behalf of Proton, at its
own cost, and Reuters shall procure for Proton (and/or its agent as applicable)
reasonable access to the Sites for that purpose. Reuters shall have the right to dispose
of any such assets situated on part of a Reuters Site under the control of the Reuters
Group or on a Customer Site that have not been removed by or on behalf of Proton within 3
months after the end of the Transition Period.













	






54 












	35.8 		Where
an asset purchased by the Reuters Group under Clause 35.5 or 35.6 is situated on a part
of a Reuters site over which Proton has tenancy or other similar rights (“Tenancy”) the
parties shall agree amendments to the terms of any agreements relating to the Tenancy as
are appropriate for the Reuters Group to use those assets.







	35.9 		Notwithstanding
any other provision in this Agreement, in the event of termination or partial termination
of this Agreement Reuters may discuss the provision of Services with any third party who
may be required to provide Network Services to Reuters from time to time, provided that
Reuters imposes on such third party obligations of confidentiality in respect of
confidential information of members of the Proton Group no less onerous than those
imposed on Reuters under this Agreement, and provided further that any disclosure of
those terms is limited to that which is reasonably necessary to procure such services
from that third party.






	36. 		DISCONTINUATION
OR REFUSAL OF SERVICE FOR REGULATORY REASONS







	36.1 		Notwithstanding
any other provision of this Agreement, Proton and any member of the Proton Group, may
refuse to commence the provision of any Services in a jurisdiction, if at the time of the
commencement of such Services from a member of the Reuters Group, Proton or any member of
the Proton Group (or the relevant supplier) does not have the necessary regulatory
permission, licence, consent or contractual right (“Licence”) to provide such Services in
that jurisdiction.







	36.2 		Notwithstanding
any other provision of this Agreement, but subject to Clauses 36.3 and 36.4, Proton may
suspend or discontinue the provision of (and/or procure any member of the Proton Group to
suspend or discontinue the provision of) any Services in any jurisdiction if:







		(A) 		Proton
or the relevant member of the Proton Group or a supplier of the Proton Group receives a
notification, order or other formal legally binding requirement from a government
regulator or other body exercising executive powers in that jurisdiction that any such
member of the Proton Group or its supplier, as appropriate, must suspend or discontinue
the provision of such Services; or






		(B) 		Proton,
or the relevant member of the Proton Group (as the case may be) in its reasonable opinion
believes that the continued provision of such Services will result in, or there will be a
material risk of, a member of the Proton Group or a supplier of the Proton Group in the
relevant jurisdiction receiving a notification order or other binding requirement
referred to in sub-clause 36.2 (A) either in respect of the Services or in respect of any
other services provided by any person to any customer under the same Licence.











	





55 
\









	36.3 		The
relevant member of the Proton Group’s right to suspend or discontinue the provision of
Services (or to procure the same) in accordance with Clause 36.2 shall be subject to
Proton (or the relevant member of the Proton Group) giving the relevant member of the
Reuters Group prompt written notice (A) of any notification, order or other formal
legally binding requirement or prohibition referred to in Clause 36.2 (A); or (B) on
forming such opinion referred to in Clause 36.2(B).







	36.4 		The right for Proton or
the relevant member of the Proton Group to suspend or discontinue the provision of
Services in accordance with Clause 36.2 shall be without prejudice to Reuters’ and
members of the Reuters Group’s other rights and remedies under this Agreement to the
extent that the suspension or discontinuance of the Services results from acts or
omissions of any member of the Proton Group or any supplier to the Proton Group, provided
that a Reuters Arrangement (defined in Clause 36.5) shall be deemed not to result from an
act or omission of any member of the Proton Group or its suppliers (as the case may be).







	36.5 		The
parties acknowledge that in certain jurisdictions Proton (or a member of the Proton
Group) may from time to time notify Reuters (or a member of the Reuters Group) that in
the reasonable opinion of the relevant Proton Group member the provision or continued
provision of certain Services in that jurisdiction is likely to lead to a material
increase in the risk of a government regulator or other body exercising executive powers
in that jurisdiction issuing a notification, order or other formal legally binding
requirement referred to in Clause 36.2 either in respect of those Services or in respect
of other services provided by any person to any customer in that jurisdiction under the
same Licence. The parties further acknowledge that in response to such a notice from the
Proton Group, or a member of the Proton Group advising it or its supplier does not have
the relevant Licence, the relevant member of the Reuters Group may request the relevant
member of the Proton Group to proceed and/or to continue (as the case may be) to provide
the relevant Services notwithstanding the likelihood of a material increase in risk
referred to in this Clause 36.5 or the relevant Proton Group member not having a Licence
(a “Reuters Arrangement”). For the avoidance of doubt, subject to the terms of this
Clause 36 neither Proton or the members of its Group shall be obliged to provide,
recommence or continue the provision of the Services in respect of any Reuters
Arrangement.







	36.6 		In
taking any action to refuse, suspend, or discontinue the provision of Services (or in
procuring the same in accordance with Clauses 36.1 or 36.2, Proton shall (and shall
procure that the relevant members of the Proton Group shall):







		(A) 		treat
Reuters’ and the Proton Group’s other customers in a non-discriminatory manner;









	








56 












		(B) 		take
such steps as are reasonably practicable to prevent or minimise any interruption to
existing Services in respect of the relevant jurisdiction; and






		(C) 		as
soon as reasonably possible consult and explore with Reuters all reasonable alternative
solutions, if any, that would allow the
continuation, commencement or re-commencement of the provision of Services in the relevant
jurisdiction.








	36.7 		Proton
shall provide Reuters at regular intervals, which shall be no less than three (3) monthly
in respect of any countries in which there is a Reuters Arrangement in place from time to
time and any other agreed country or countries, with updates in respect of it’s the
Proton Group’s regulatory status in any in any jurisdiction.







	36.8 		Reuters
and/or the relevant member of the Reuters Group may exercise partial termination of this
Agreement, on written notice to the relevant member of the Proton Group, in respect of
any Services that the Proton Group has suspended or discontinued pursuant to this Clause
36, together with any Related Services.







	37. 		REUTERS
OBLIGATIONS/REUTERS SERVICES EQUIPMENT







	37.1 		Reuters
agrees to only use the Services in connection with making the Services available to
Reuters Customers as part of a bundled service with Reuters non telecommunications
products and services.







	37.2 		Reuters
shall inform Proton as part of the Quarterly Contract Review referred to in Clause 11.1
of any matter of which it becomes aware which may have a material effect on the Services,
Network Equipment or CPE, including without limitation notice of any activities which may
materially increase volumes or usage of the Services by Reuters or any member of the
Reuters Group.







	37.3 		Reuters
agrees that it shall not (and shall procure each member of the Reuters Group shall not):






		(A) 		resell
or otherwise make available the Services to any person except as permitted under Clause
37;






		(B) 		use
the Services for any unlawful purposes;






		(C) 		knowingly
publish, post, distribute or disseminate defamatory, obscene, indecent or other unlawful
material or information on or over the Network;






		(D) 		knowingly
introduce a virus or corrupt material or information into or on the Network or CPE;










	






57 











		(E) 		knowingly
obtain or attempt to obtain access, through whatever means, to areas of the Network or
CPE which Reuters are not authorised to access; and






		(F) 		knowingly
intercept third party messages or data passing over the Network.






	37.4 		In
respect of CPE supplied to the Reuters Group by Proton or a member of the Proton Group
(“the Items”), Reuters agrees:







		(A) 		the
Items will remain the property of the relevant member of the Proton Group or its
supplier’s at all times;






		(B) 		not
to remove or alter any identification, proprietary or copyright mark or notice on the
Items showing that it is owned by the relevant member of the Proton Group or its
suppliers;






		(C) 		when
the ownership of the Items is relevant, to inform third parties that the Items are the
property of the relevant member of the Proton Group or its suppliers;






		(D) 		that
it is responsible for the safe custody of the Items whilst they are in the custody of
Reuters or any member of the Reuters Group, including but not limited to procuring and
maintaining adequate insurance cover in respect of the Items;






		(E) 		to
keep the Items at the relevant Site in accordance with the relevant member of the Proton
Group’s reasonable safety, security and environmental instructions;






		(F) 		not
to attempt to let, sell, charge or otherwise deal with the Items;






		(G) 		not
to permit any execution or distress to be levied or used against the Items or permit the
Items to be seized under or affected by any distress, execution or other legal process;






		(H) 		to
notify the relevant member of the Proton Group promptly of any material damage to the
Items of which it becomes aware; and






		(I) 		not
to connect any equipment to the Network or CPE unless such equipment is provided by the
relevant member of the Proton Group and/or approved by it for such connection.







	37.5 		Reuters
shall not knowingly do anything which shall prevent Proton from fulfilling its
obligations under the Integration Plan and shall co-operate in good faith with any
reasonable requests in relation to the implementation of the Integration Plan.










	





58 










	37.6 		Proton
shall notify and consult with Reuters in relation to any circumstance where the
implementation of the Integration Plan is likely to have a material adverse effect on the
Services or Service Levels.







	38. 		CONFIDENTIALITY







	38.1 		Confidential
Information







	 	
Each
party shall treat as confidential all information obtained as a result of negotiating and
entering into or performing this Agreement which relates to:






		(A) 		the
provisions of this Agreement;






		(B) 		the
negotiations relating to this Agreement;






		(C) 		the
subject matter of this Agreement;






		(D) 		the
other party;






		(E) 		Reuters
Group members and/or Reuters Customers; or






		(F) 		Proton
Group members.






	38.2 		Neither
party shall use any such confidential information other than for the purpose of
performing its obligations under this Agreement.







	38.3 		Each
party shall procure that any person to whom such confidential information is disclosed by
it and each member of its Group complies with the restrictions set out in this Clause
38.1 as if such person were a party to this Agreement.







	38.4 		Permitted
Disclosure.







	 	
Subject
to Clause 38.5, either party may disclose such confidential information:






		(A) 		if
and to the extent required by law or for the purpose of any judicial proceedings;







		(B) 		if
and to the extent required by any securities exchange or regulatory or governmental body
to which that party is subject, wherever situated, including (amongst other bodies) the
Stock Exchange or The Panel on Takeovers and Mergers, whether or not the requirement for
information has the force of law or required by US regulatory or securities laws;









	







59











		(C) 		if
and to the extent required in referring a dispute for resolution pursuant to Clause 39.2;






		(D) 		to
its professional advisers, auditors and bankers; and






		(E) 		if
and to the extent the information has come into the public domain through no fault of
that party; or






	 	
in
the case of Reuters to any member of the Reuters Group in connection with their receipt
of the Services.






	38.5 		Protective
Orders







	 	
If
either party intends to disclose any confidential information pursuant to Clause 38.4 (A)
or (B), then it shall give prior written notice to the other party (where it is
reasonably able to do so) and shall not disclose such confidential information without
providing the other party with a sufficient opportunity (where possible to do so) to
obtain a Court order or other ruling or to take such steps as may be necessary to remove
the requirement for such disclosure or to ensure that the confidentiality of such
information is preserved to the maximum possible extent.






	38.6 		Duration
of Obligations







	 	
The restrictions contained in this Clause 38.1 shall continue to apply to each party without
limit in time.






	39. 		DISPUTE
RESOLUTION AND ESCALATION







	39.1 		Escalation







	 	
Any dispute which may arise concerning the construction, meaning or effect of this Agreement,
any matter arising out of or in connection with this Agreement and any matter expressed
in this Agreement to be subject to escalation shall in the first instance be referred to
both parties’ nominated representatives referred to below, for discussion and resolution.
Each level of escalation referred to below shall have:






		(A) 		ten
(10) Business Days (or such other period as may be agreed by the parties) for resolution
of disputes and other matters and escalation of any matter other than those referred to
in sub-clause (B); and






		(B) 		three
(3) Business Days (or such other period as may be agreed by the parties) in respect of
escalation of any matter under Schedule 3, 5, 7 or 13,







	 	
after
which it shall be referred to the next escalation level.










	




60 









	 	
The
levels of escalation referred to in this Clause 39.1 (Dispute Escalation) above are:





	 	 	 	 	 	 
	    Level	 	Proton	 	Reuters	 
	 	 
	    First Level	 	Operations Manager	 	Regional or subsidiary project
manager	 
	 	 
	    Second Level	 	Head of Operations	 	Global Communications
Director	 
	 	 
	    Third Level	 	Divisional Head of Operations	 	Head of Operations and Development,
Reuters Information	 
	 	 
	    Fourth Level	 	Finance Director	 	Finance Director	 






	 	
If
any of the above are unable to attend a meeting, a substitute may attend provided that
such substitute has at least the same seniority and is authorised to settle the
unresolved matter.






	39.2 		Final
Settlement of Disputes







	 	
Any
dispute which cannot be resolved by the parties pursuant to Clause 39.1 shall be resolved
as follows:






		(A) 		if
the dispute is of a technical nature then it shall be referred for final settlement to an
expert nominated jointly by the parties or, failing such nomination within ten (10)
Business Days after one party’s request to the other therefor, nominated at the request
of either party by the President from time to time of the Institute of Electrical
Engineers. Such expert shall be deemed to act as an expert and not as an arbitrator.
The expert’s decision shall be final and binding
on the parties and his fees for so acting shall be borne by the parties in equal shares
or as the expert shall determine. Notwithstanding the foregoing if the expert shall fail
to come to a decision within ninety (90) days of his appointment the dispute shall be
submitted to the exclusive jurisdiction of the Court of England; 








		(B) 		all
other disputes shall be submitted to the exclusive jurisdiction of the Court of England.










	




61 











	39.3 		Interim
Relief







	 	
Notwithstanding
the foregoing provisions of this Clause 39, nothing in this Agreement shall prevent a
party from applying to the court for interim relief pending the resolution of a dispute
in accordance with the provisions of this Agreement.






	40. 		CHANGE
CONTROL







	40.1 		Change
Control Procedure







	 	
Changes
to this Agreement and the Schedules hereto shall be dealt with in the manner set out in
the Change Control Procedure.






	40.2 		Validity
of Changes







	 	
No change in the provisions of this Agreement (including but not limited to the terms of
this Agreement and the Schedules hereto) shall be effective unless it is:






		(A) 		in
writing, expressly stated to amend this Agreement;






		(B) 		is
signed by an authorised signatory of each party; and






		(C) 		is
made in accordance with the provisions of this Agreement.







	41. 		DATA
PROTECTION







	41.1 		Compliance
with Data Protection Acts







	 	
Proton
undertakes that in performing its obligations hereunder it (and each member of the Proton
Group), to the extent it applies, shall comply with the provisions of the Data Protection
Act 1998 and such legislation and guidelines which amends or replaces
such legislation and all other legislation having similar effect anywhere in the world to
the extent it is relevant.






	41.2 		Seventh
Data Protection Principle







	 	
Without prejudice to Clause 41.1, Proton undertakes that it (and each member of the Proton
Group), to the extent it applies, shall comply with the obligations of a “Data
Controller” under the provisions of the Seventh Data Protection Principle (the “Seventh
Principle”) as set out in Schedule 1 Part II of the Data Protection Act 1998 to the
extent that the Seventh Principle applies to Proton in respect of this Agreement.










	




62 











	41.3 		Reuters
Instructions







	 	
Proton
undertakes to Reuters that neither it or any member of the Proton Group shall process any
personal data of any member of the Reuters Group (including personal data of Reuters
Customers) as part of the Services unless it is acting on the instructions of Reuters.






	42. 		SET
OFF






	 	
Reuters may set off any amounts due from Proton to Reuters from any amount payable by Reuters to
Proton under this Agreement.








	43. 		FORCE
MAJEURE







	43.1 		Events
of Force Majeure






	 	
Each party shall be excused from any default or delay in the performance of any of its
obligations hereunder to the other party (the “Non-Claiming party””) for any period and to
the extent that the party  (the “Claiming party”) is prevented from
performing any such obligation hereunder in whole or in part, as a result of delays
caused by the Non-Claiming party, an act of God, civil disturbance, explosion, sabotage,
court order, strike, riot, fire, flood or violent storm (as recognised by the
Meteorological Office), act of public enemy, lock-out or other industrial disturbance
(other than relating to the Claiming Party or its agents or sub-contractors), war
declared or undeclared, threat of war, terrorist act, blockade, revolution, insurrection,
public demonstration provided that:






		(A) 		the
Claiming party could not have avoided such circumstances by taking precautions which he
ought reasonably to have taken including without limitation, placing
advance orders for the supply of goods or services or the employment of additional staff;
and







		(B) 		the
Claiming party has used its reasonable endeavours to mitigate the effect of such
circumstance and to perform its obligation.






	43.2 		Duty
to Inform







	 	
The Claiming party shall as soon as reasonably possible notify the Non-Claiming party of the
nature and extent of the circumstances giving rise to the delay or non-performance claim
pursuant to this Clause 43.






	43.3 		Right
of Termination







	 	
Notwithstanding
the foregoing if the Force Majeure continues for a period of twenty (20) Business Days
then, without prejudice to the other rights and remedies under this Agreement, the
Non-Claiming party may forthwith,









	





63 












	 	
at its discretion, exercise partial termination in
respect of the affected Services and any Related Services.







	44. 		REMEDIES
AND WAIVERS







	44.1 		Delay
or omission







	 	
No
delay or omission by any party to this Agreement in exercising any right, power or remedy
provided by law or under this Agreement shall:






		(A) 		affect
that right, power or remedy; or






		(B) 		operate
as a waiver of it.






	44.2 		Single
or partial exercise







	 	
The
single or partial exercise of any right, power or remedy provided by law or under this
Agreement shall not preclude any other or further exercise of it or the exercise of any
other right, power or remedy.






	44.3 		The
rights, powers and remedies provided in this Agreement are cumulative and not exclusive
of any rights, powers and remedies provided by law.







	44.4 		Notwithstanding
any express remedies provided under this Agreement and without prejudice to any other
right or remedy which either party may have, each party acknowledges and agrees that damages alone may not be
an adequate remedy for any breach by it of the provisions of this Agreement, so that in
the event of a breach or anticipated breach of such provisions, the remedies of
injunction and/or order for specific performance would in appropriate circumstances be
available.







	45. 		COSTS
AND EXPENSES







	 	
Each party shall pay its own costs and expenses in relation to the negotiation, preparation,
execution and carrying into effect of this Agreement.






	46. 		INVALIDITY







	 	
If
at any time any provision of this Agreement is or becomes illegal, invalid or
unenforceable in any respect under the law of any jurisdiction, that shall not affect or
impair:






		(A) 		the
legality, validity or enforceability in that jurisdiction of any other provision of this
agreement; or






		(B) 		the
legality, validity or enforceability under the law of any other jurisdiction of that or
any other provision of this Agreement.










	





64 












	47. 		ASSIGNMENT







	47.1 		Neither
party may assign this Agreement or any of its rights and obligations hereunder without
the prior written consent of the other, such consent not to be unreasonably withheld.







	47.2 		Notwithstanding
Clause 47.1, Reuters may assign any of its rights or obligations to any member of the
Reuters Group, without the consent of Proton, provided that:







		(A) 		Reuters
shall remain liable to Proton for its obligations under this Agreement, unless the
assignee is of at least comparable financial standing as Reuters; and






		(B) 		the
assignee is not situated in a jurisdiction which would have a material detrimental impact
on Proton’s ability to enforce its rights under this Agreement, and Proton (acting
reasonably in all respects) is satisfied that the assignee has at least a similar
financial standing to Reuters; and






		(C) 		the
assignee is not a direct competitor of a member of the Proton Group in the supply or
resale of Network Services.






	47.3 		In
the event that Reuters sells or otherwise disposes of any member of the Reuters Group
that receives Services, Proton shall (or shall procure that a member of the Proton Group
shall) enter into a direct agreement with such member on identical terms, so far as is
relevant to such member.







	48. 		ANNOUNCEMENTS







	48.1 		Restrictions
on public announcements







	 	
No
public announcement concerning the transaction contemplated by this Agreement or any
ancillary matter shall be made by either party without the prior written approval of the
other, such approval not to be unreasonably withheld or delayed. This Clause does not
apply in the circumstances described in Clause 48.2.






	48.2 		Permitted
announcements







	 	
Notwithstanding
the previous provision of this Clause 48, either party may, whenever practicable after
consultation with the other party, make an announcement concerning this Agreement or any
ancillary matter if required by:






		(A) 		law;












	





65 










		(B) 		any
securities exchange or regulatory or governmental body to which that party is subject or
submits, wherever situated, including (amongst other bodies) The Stock Exchange or The
Panel on Takeovers and Mergers, whether or not the requirement has the force of law.






	48.3 		Duration
of restrictions







	 	
The restrictions contained in this Clause 48 shall continue to apply to each party without
limit in time.






	49. 		NOTICES







	49.1 		Notices
to be in writing







	 	
A notice under this Agreement shall only be effective if it is in writing. Faxes (but not
any other form of electronic communication) are permitted.







	49.2 		Addresses







	 	
Notices
under this Agreement shall be sent to a party at its address or number and for the
attention of the individual set out below:










	





66 










		Party and title of individual	Address 	Facsimile no.
		 	 	 	 	 	 	 
	  	 	Reuters - Global Communications Director	 	85 Fleet Street,	 	020 7542 6351	 
	 	 	 	 	London,	 
	 	 	 	 	EC4P 4AJ	 
	 	 
	 	 	with a copy to the legal department
of Reuters	 	85 Fleet Street,	 	020 7542 5406	 
	 	 	 	 	London,	 
	 	 	 	 	EC4P 4AJ	 
	 	 
	 	 	Proton -	 	St. Brides House,	 	020 7542 9416	 
	 	 	Divisional Head of Operations	 	Salisbury Square,	 
	 	 	 	 	London EC4Y 8JL	 
	 	 
		 	with a copy to General Counsel	 	St. Brides House,	 	020 7542 9416	 
	 	 	 	 	Salisbury Square,	 
	 	 	 	 	London EC4Y 8JL	 
	 	 
	 	 	Instinet Corporation - Senior Vice President,	 	850 Third Avenue,	 
		 	Global Infrastructure	 	New York,	 
	 	 	 	 	New York 10022	 
	 	 
	  	 	with a copy to General Counsel, Legal and	 	875 Third Avenue,	 
	 	 	Compliance Department	 	New York,	 
	 	 	 	 	New York 10022	 






	 	
provided
that a party may change its notice details on giving notice to the other party of the
change in accordance with this Clause 49. That notice shall only be effective on the date
falling five (5) clear Business Days after the notification has been received or such
later date as may be specified in the notice.






	49.3 		Receipt
of Notices







		(A) 		Any
notice given under this Agreement shall, in the absence of earlier receipt, be deemed to
have been duly given as follows:






		(i) 		if
delivered personally, on delivery;






		(ii) 		if
sent by first class post, two (2) clear Business Days after the date of posting; and






		(iii) 		if
sent by facsimile, when correctly despatched.






		(B) 		Any
notice given under this Agreement outside normal working hours in the place to which it
is addressed shall be deemed not to










	





67 









		  		
have been given until the start of the next period of
Working Hours in such place.







	50. 		ENTIRE
AGREEMENT







	50.1 		Pre-contractual
statement







	 	
For
the purpose of this Clause 50 “Pre-contractual Statement” means a draft, agreement,
undertaking, representation, warranty, premise, assurance or arrangement of any nature
whatsoever whether or not in writing, relating to the subject matter of this Agreement
made or given by any person at any time prior to the date of this Agreement.






	50.2 		Whole
and only agreement







	 	
This
Agreement (together with the Schedules) together constitute the whole and only agreement
as at the date hereof between the parties relating to the subject matter of this
Agreement.






	50.3 		Pre-contractual
Statements superseded







	 	
Except
to the extent repeated in this Agreement, this Agreement supersedes and extinguishes any
Pre-contractual Statement.






	50.4 		No
reliance on Pre-contractual Statements







	 	
Each
party acknowledges that in entering into this Agreement on the terms set out in this
Agreement, it is not relying upon any Pre-contractual Statement which is not set out in
this Agreement.






	50.5 		Exclusion
of other rights of action







	 	
No
party shall have any right of action (except in the case of fraud) against any other
party arising out of or in connection with any Pre-contractual Statement except to the
extent that such pre-contractual statement is repeated in this Agreement.







	50.6 		Variation







	 	
This
Agreement may only be varied in writing signed by Reuters and Proton (for themselves and
on behalf of each member of its respective Group).






	51. 		FURTHER
ASSURANCE







	 	
Each
party shall co-operate with the others and execute and deliver to the others such
instruments and documents and take such other actions as may be reasonably requested from
time to time in order to carry out, evidence and confirm their rights and the intended
purpose of this Agreement.










	






68 











	52. 		SUCCESSORS
AND ASSIGNS







	 	
This
Agreement shall inure to and be binding upon the parties and their respective successors
and permitted assigns.






	53. 		NO
PARTNERSHIP







	 	
Nothing
in this Agreement and no action taken by the parties under this Agreement shall
constitute a partnership, association, joint venture or other co-operative entity between
the parties or constitute any party the agent of the other party for any purpose.







	54. 		COUNTERPARTS






	54.1 		This
Agreement may be executed in any number of counterparts, and by the parties on separate
counterparts, but shall not be effective until each party has executed at least one
counterpart.







	54.2 		Each
counterpart shall constitute an original of this Agreement, but all the counterparts
shall together constitute but one and the same instrument.







	55. 		CONTRACTS
(RIGHTS OF THIRD PARTIES) ACT 1999







	55.1 		The
parties acknowledge and agree that those terms of this Agreement which place obligations
on Proton in respect of the Reuters Group, or otherwise expressly grant rights to the
Reuters Group and/or members thereof, are intended, subject to the remaining provisions
of this Clause 55, to be enforceable by any member of the Reuters Group by virtue of the
Contracts (Rights of Third Parties) Act 1999.







	55.2 		Clause
55.1 shall operate to confer a right on a member of the Reuters Group to enforce a term
of this Agreement only during such time as it is and remains within the Reuters Group.







	55.3 		Those
terms of this Agreement which place obligations on Reuters in respect of the Proton
Group, or otherwise expressly grant rights to the Proton Group and/or members thereof,
are intended, subject to the remaining provisions of this Clause 55, to be enforceable by
any member of the Proton Group by virtue of the Contracts (Rights of Third Parties) Act
1999.







	55.4 		Clause
55.3 shall operate to confer a right on a member of the Proton Group to enforce a term of
this Agreement only during such time as it is and remains within the Proton Group.







	55.5 		Notwithstanding
the provisions of Clauses 55.1 and 55.3, this Agreement may be rescinded or varied in any
way and at any time by Proton and 










	





69 










	 		
Reuters without the consent of any other member of the
Reuters Group or Proton Group.









	55.6 		Subject
to Clauses 55.1 to 55.4, the Contracts (Rights of Third Parties) Act 1999 shall not apply
to this Agreement.







	56. 		JURISDICTION
OF ENGLISH COURTS







	 	
Subject
to Clause 39, the courts of England are to have exclusive jurisdiction to settle any
dispute arising out of or in connection with this Agreement. Any proceedings, suit or
action arising out of or in connection with this Agreement shall therefore be brought in
the English courts. Each party agrees that this jurisdiction agreement is irrevocable and
that it is for the benefit of each of the parties.






	57. 		CHOICE
OF GOVERNING LAW







	 	
This Agreement shall be governed by, and construed in accordance with, English law.






	


IN WITNESS WHEREOF the parties have
executed this Agreement on the day and year first above written. 















	





70 










	Signed by	 	)	 
	For and on behalf of	 	)	 
	REUTERS LIMITED	 	)	 
	 
	Signed by	 	)	 
	For and on behalf of	 	)	 
	PROTON	 	)	 









	





SCHEDULES*  





     SCHEDULE
1: Services Description 



     SCHEDULE
2: Sites 



     SCHEDULE
3: Network Management 



     SCHEDULE
4: Security Management 



     SCHEDULE
5: Performance Management 



     SCHEDULE
6: Performance Credits 



     SCHEDULE
7: Contract Management 



     SCHEDULE
8: Rates and Charges 



     SCHEDULE
9: Benchmarking 



     SCHEDULE
10: Billing and Financial Reporting 



     SCHEDULE
11: Specific Subsidiary Requirements 



     SCHEDULE
12: Exit 



     SCHEDULE
13: Business Continuity Planning 



     SCHEDULE
14: Development Project 



     SCHEDULE
15: Volume Related Discount 



     SCHEDULE
16: Global or Strategic Products 






     * Omitted