AGREEMENT is made December 21, 2007
    
    Exhibit 10.22
  1.
    
    ATOS EURONEXT MARKET SOLUTIONS LIMITED,a company incorporated in England with registered
number 3962327 and having its registered office at 25 Bank Street, Canary Wharf, London E14
5NQ (Supplier); and2.
    
    ICE CLEAR EUROPE LIMITEDa company incorporated in England with registered number 06219884
and having its principal office at International House, St Katharines Way, London E1W 1UY
(the Customer).
    PART A  PRELIMINARY
 1.
    
    DEFINITIONS AND INTERPRETATION1.1
    
    In this Agreement:
 1.1.1
    
    Affiliatemeans any company, partnership or other entity which is a
Subsidiary or Holding Company (as such expressions are defined by Section 736 of the
Companies Act 1985 (as amended)).1.1.2
    
    Agreementmeans this agreement and any and all schedules and appendices to
it as may be varied from time to time in accordance with the provisions of this
agreement.1.1.3
    
    Best Industry Standardsmeans the standards which fall within the upper
quartile in the relevant industry for the provision of comparable services which are
substantially similar to the Services or the relevant part of them, having regard to
factors such as the nature and size of the parties, the service levels, the term, the
pricing structure and any other relevant factors.1.1.4
    
    Business Continuity Planhas the meaning given to that term in Clause 3.1.1.1.5
    
    Business Dayshall be any day upon which the market operated by ICE
Futures Europe is open for business.
 
 ***
    
    Certain information in this agreement has been omitted and filed separately with the
Commission. Confidential treatment has been requested with respect to the omitted portions.




---



##### 



1.1.6
    
    Certified Emissions Reductionsmeans a unit issued by the UN Clean
Development Mechanism Executive Board pursuant to Article 12 of the Kyoto Protocol and
the decisions adopted pursuant to the UNFCCC or the Kyoto Protocol.1.1.7
    
    Changemeans any change to the Services, the Service Level Agreement or
any other aspect of this Agreement proposed by either party in accordance with
Schedule 5.1.1.8
    
    Change of Controlmeans a transaction in which there is a change in
Control of either the Supplier or Customer1.1.9
    
    Change Control Proceduremeans the procedure for changing the Services set
out in Schedule 5.1.1.10
    
    Change Requestmeans a document containing full written particulars of a Change
which either party may require.1.1.11
    
    Charges means the charges which are payable by the Customer for the Services as
set out in Schedule 3.1.1.12
    
    Clearing Membermeans a clearing member of the clearing house operated by the
Customer.1.1.13
    
    Commencement Datemeans the date of execution of this Agreement by the parties.1.1.14
    
    Confidential Informationmeans any and all confidential information relating to
the business, finance or affairs of one party coming into the possession of the other
party pursuant to this Agreement.1.1.15
    
    Contractsmeans contracts, including options (being any option contract as defined
by Article 83 of the Regulated Activities Order), futures (being any future as defined
by Article 84 of the Regulated Activities Order), contracts for differences (being any
contract for differences or other contract defined by Article 85 of the Regulated
Activities Order) and cash or spot contracts and over the counter bilateral forward
and option contracts, over or in respect or in respect of any underlying product,
commodity, financial instrument or other asset.1.1.16
    
    Controlmeans the ownership of more than 50% of the issued share capital or the
legal power to direct or cause the direction of the general management and policies of
the party in question.1.1.17
    
    CPS or Clearing Processing Systemmeans the Suppliers proprietary clearing
processing system which is used together with TRS to provide the Services.1.1.18
    
    Customermeans ICE Clear Europe Limited and excludes ICE Futures US, Inc. and its
subsidiaries.1.1.19
    
    Datameans pre-existing and new Customer data pertaining to its business
(including without limitation as to its Member Firms and their customers) generated,
modified and/or adapted by the Services.




---



##### 



1.1.20
    
    Data Controllerhas the meaning set out in the Data Protection Act 1998.1.1.21
    
    Data Processorhas the meaning set out in the Data Protection Act 1998.1.1.22
    
    Development Servicesmeans the services described in Schedule 1 relating to the
development phase of the Services.1.1.23
    
    Disclosing Partymeans a party which discloses Confidential Information to the
other party.1.1.24
    
    Disengagement Planmeans the disengagement plan set out in Schedule 4 as the same
may be amended from time to time in accordance with this Agreement.1.1.25
    
    Emissions Contractsmeans Contracts over or in respect of emissions of Sulphur
Dioxide, Nitrous Oxide, Carbon Dioxide, or Contracts over or in respect of Certified
Emissions Reductions..1.1.26
    
    Energy Contractsmeans Contracts over or in respect of oil and oil products,
ethanol, palm oil, biofuels, coal, natural gas, and electricity.1.1.27
    
    Exchange Member Firmsmeans the members of the market place operated by ICE
Futures Europe.1.1.28
    
    Force Majeurehas the meaning given to that term in Clause 20.1.1.29
    
    Go Live Datemeans the date on which the Services become operational in accordance
with the provisions of Schedule 1. For the avoidance of doubt, the Go Live Date shall
not be before the date on which ICE Futures Europe and/ or ICE Futures US Inc and/ or
any Affiliate or associated companys current clearing contract with LCH.Clearnet
terminates or expires.1.1.30
    
    ICE Futures Europemeans the company established under the laws of England and
Wales being a recognised investment exchange (Recognised Investment Exchange) for
the purposes of section 285 of the Financial Services and Markets Act of 2000, having
its principal place of business at International House, 1 St. Katharines Way, London
E1W 1UY, an Affiliate of the Customer.1.1.31
    
    ICE Futures US, Inc.means the Derivatives Contract Market (DCM) operated by ICE
Futures US, Inc., an Affiliate of the Customer, with headquarters at the World
Financial Center, One North End Avenue, 13th Floor, New York, New York
10282, USA, formerly known as NYBOT or the New York Board of Trade.1.1.32
    
    Incentive Schememeans the applicable debits or bonuses against Service Levels
provided herein accruing and calculated in accordance with the process outlined in
Schedule 31.1.33
    
    Indexationmeans the adjustment of the sum or figure in question by the addition
of a percentage of that sum or figure which is equal to 75% of the percentage increase
in the Retail Price Index (RPI) produced by the




---



##### 



1.1.34
    
    Intellectual Property Rightsmeans copyright, database rights, domain names,
patents, design rights (registered and unregistered), trade marks, confidential
information, know-how and any and all like rights of whatever nature subsisting in any
country.1.1.35
    
    Liabilitymeans any loss, damage, liability, expenses or costs whether arising in
contract, tort (including negligence), under statute, statutory provision regulation
or otherwise.1.1.36
    
    Market Competitormeans an exchange, trading system or facility, platform, any
other type of market, or clearing house, or any Affiliate thereof, that offers
execution and/or clearing services in connection with products that are the same as or
substantially similar to, or which can be used as substitutes for, the OTC Contracts
or Futures Contracts which form a material part of the business of the Customer or any
Affiliate of the Customer save that NYSE Euronext Inc., or any Affiliate thereof,
shall not be deemed to be a Market Competitor of the Customer . For the avoidance of
doubt, the New York Mercantile Exchange is a Market Competitor of the Customer.1.1.37
    
    Member Firmmeans a broker or a trading company (including any agent or customer
of a Member Firm) which is a registered Clearing Member of the Customer and is
authorised by the Customer to use CPS and/or TRS.1.1.38
    
    OTC Contractsmeans those contracts those OTC contracts (including forwards,
swaps, differentials, spreads, and options) available for trading on the electronic
OTC market operated by ICE, Inc. on the Commencement Date.1.1.39
    
    Recipient Partymeans a party which receives Confidential Information from the
other party.1.1.40
    
    Regulatory Authoritymeans, in the UK, the Financial Services Authority (FSA),
and any comparable authority which exercises a regulatory or supervisory function
under the laws of any jurisdiction in relation to financial services, the financial
markets, exchanges or clearing organisations.1.1.41
    
    Relief Eventmeans any: (i) act or omission of the Customer, its officers,
directors, employees, agents or sub-contractors in relation to its obligations set out
in this Agreement; and, (ii) any delay or failure by the




---



##### 



1.1.42
    
    Representativehas the meaning given to that term in Clause 10.1.1.1.43
    
    Service Levelmeans a performance standard set out in the Service Level Agreement
in accordance with which the Supplier is to provide the Service to which it relates.1.1.44
    
    Service Level Agreementor SLAmeans the service level agreement set out in
Schedule 2 as the same may be amended from time to time in accordance with this
Agreement.1.1.45
    
    Servicesmeans those services more particularly described in Schedule 1..1.1.46
    
    Source Codemeans the human readable version of the applicable software which has
not been compiled or interpreted by a computer system and all documentation and
materials related thereto.1.1.47
    
    Staffmean the Suppliers employees, sub-contractors or consultants engaged in the
provision of the Services.1.1.48
    
    Termmeans the period from the Commencement Date until [***].1.1.49
    
    "Clearing Day means a day upon which the Customer is open for business.1.1.50
    
    The NCC Groupmeans the independent information technology assurance, security and
consultancy service provider whose registered office is at Manchester Technology
Centre, Oxford Road, Manchester, M1 7EF.1.1.51
    
    TRSor Trade Registration Systemmeans the Suppliers proprietary trade
registration system used to provide real time matching of trades carried out by Member
Firms and Exchange Member Firms.1.1.52
    
    Working Daymeans any day other than a Saturday, Sunday, bank or other public
holiday in England and Wales.
 1.2
    
    In this Agreement:-
 1.2.1
    
    unless the context otherwise requires all references to a particular Clause
or Schedule shall be a reference to that Clause or Schedule in or to this Agreement as
it may be amended from time to time pursuant to this Agreement;
 
 ***
    
    Confidential information on this page has been omitted and filed separately
with the Commission. Confidential treatment has been requested with respect to the
omitted portions.




---



##### 



1.2.2
    
    unless the contrary intention appears words denoting persons shall include
any individual, firm, partnership, company, or other body corporate, corporation,
joint venture, trust, association, organisation or other entity, in each case whether
or not having separate legal personality;1.2.3
    
    reference to any statute, statutory provision or regulation includes any
modification, amendment, re-enactment or replacement of that statute, statutory
provision or regulation;1.2.4
    
    any reference to a day shall mean a period of 24 hours running from
midnight to midnight;1.2.5
    
    references to indemnifying any person against any
circumstance include
indemnifying and keeping him harmless from all actions, claims and proceedings from
time to time made against him and all loss, damage, payments, cost or expenses
suffered made or incurred by him as a consequence of that circumstance;1.2.6
    
    If there is any conflict or inconsistency between the terms and conditions
of Parts A-D herein and the Schedules, such conflict or inconsistency shall be
resolved in accordance with the following order of priority:
 1.2.6.1
    
    the terms and conditions of Parts A-D herein; and1.2.6.2
    
    the Schedules.




---



##### 



PART B  SERVICES
 2.
    
    PROVISION OF SERVICES
 2.1
    
    The Supplier shall provide the Development Services from the Commencement Date and the
entirety of the Services from the Go Live Date to the Customer subject to and in accordance
with the terms and conditions of this Agreement.2.2
    
    The Supplier warrants to the Customer that it shall:
          2.2.10
    
    have the full power and authority to enter into this Agreement and to perform all of
its obligations under this Agreement;2.2.11
    
    supply the instance of CPS, together with all data within CPS, to the Customer
which, at the Business Day prior to the Go Live Date, interfaces with the instance of
TRS provided by the Supplier to ICE Futures Europe.
 2.3
    
    The Customer warrants that it shall:




---



##### 



2.4
    
    Subject to Clauses 2.2 and 2.3 above (together with any express provision of this Agreement
indicating the contrary) and to the extent permitted by law, all other implied warranties and
representations in relation to the Services and any other matter arising under this Agreement
are expressly excluded.2.5
    
    If the Supplier fails to provide the Services or any aspect thereof in accordance with the
SLA or is aware (on a reasonable basis) of any such likely failure which has not yet occurred,
the Supplier shall promptly report each such failure (or potential failure) to the Customer.2.6
    
    For the avoidance of doubt, the Services provided by the Supplier only allow the Customer to
clear products as outlined in Schedule 1. They do not allow the Customer to clear products or
process trades in respect of contracts falling outside of the expressly stated scope of use
set out at Schedule 1. To the extent the Customer requires the Services to apply to
additional contracts and to have them included within the scope of this Agreement at a future
date, the parties shall agree and discuss the consequent changes required to this Agreement
(including costs) and, subject to agreement, shall implement them by way of a letter amendment
to these terms and conditions and appropriate Change Requests in respect of the Services. Any
use of the Services or submission of data for processing by the Customer in contravention of
Schedule 1 (i.e. contrary to the scope of use set out in this Agreement) will be deemed a
material breach of this Agreement.
 3.
    
    BUSINESS CONTINUITY PLANS
 3.1
    
    No later than 90 days after the Commencement Date, the Supplier, working in conjunction with
the Customer, shall submit to the Customer a business continuity plan to secure the continued
performance and operational resilience of the Services (the Business Continuity Plan) (in
specified circumstances including in the event of a Force Majeure event) which shall take
appropriate account of the Suppliers regulatory obligations.3.2
    
    The Supplier shall maintain and where appropriate revise the Business Continuity Plan
periodically in accordance with Best Industry Standards and, in consultation with the
Customer, in accordance with the Customers regulatory obligations. Any such revisions shall
be entirely for the account of the Supplier.3.3
    
    The Supplier shall implement the Business Continuity Plan throughout the Term in accordance
with the provisions of the Business Continuity Plan and shall also include specific testing
arrangements.
 4.
    
    TECHNOLOGY REFRESH AND SERVICES ENHANCEMENT
 4.1
    
    The Supplier shall monitor market practice in the United Kingdom in relation to the provision
of services equivalent to the Services to ensure that it maintains provision of the Services
and the performance levels contained in the Service Level Agreement to levels commensurate
with Best Industry Standards, as appropriate. As a result of such monitoring, the Supplier
shall provide to the Customer, 
on a




---



##### 



4.2
    
    Any request by the Customer to implement improvements or upgrades notified by the Supplier
pursuant to Clause 4.1 shall constitute a Change Request.4.3
    
    The Supplier shall at all times during this Agreement be responsive to the Customers diverse
and changing business needs and shall discuss with the Customer whether these should result in
modifications to the Services which shall be effected using the Change Control Procedure or as
otherwise agreed between the parties.
 5.
    
    SERVICE LEVEL AGREEMENT REVIEW
 5.1
    
    At least once quarterly, the Governance Committee (as defined in Schedule 6) shall meet in
accordance with the provisions of Schedule 6.
 6.
    
    CHANGE REQUEST
 6.1
    
    All Change Requests will be handled in accordance with the Change Control Procedure.6.2
    
    The Supplier will conduct a risk assessment of each Change and will advise the Customer of
that assessment. Where the Supplier and Customer disagree as to the risk associated with a
Change Request the matter will be escalated to Contract Management in accordance with Schedule
6.
 7.
    
    DELAYS IN PROVISION OF SERVICE
 7.1
    
    The Supplier shall provide the Services on the Go Live Date.7.2
    
    Subject to clause 18 if the Services are not provided by the Go Live Date, the Supplier shall
be liable for any reasonable costs up to a maximum of 25% of the Charges payable by the
Customer to the Supplier for the first 12 months of the Term, that the Customer can
demonstrate it incurred as a direct result of such delay.7.3
    
    For the avoidance of doubt, the Supplier shall not be liable for any delays, and any costs/
expenses or losses incurred by the Customer in relation to such delays, if such delay was
caused as a result of a Force Majeure or a Relief Event.
 8.
    
    RELIEF EVENTS
 8.1
    
    To the extent that the Supplier is prevented or delayed in performing the Services as a
direct result of a Relief Event, (a) the Supplier shall be granted an appropriate extension of
time in respect of the performance of those Services or, at the Customers option, a waiver of
such performance, and shall not be liable with respect to such prevented or delayed
performance and (b) any Service Levels and




---



##### 



delivery schedules applicable to such Services shall be adjusted or extended accordingly.
 9.
    
    CONTRACT MANAGEMENT
 9.1
    
    The parties shall perform their respective obligations in accordance with the provision of
Schedule 6. In doing so, the Supplier shall appoint a Service Manager in accordance with
Schedule 6 to serve as the individual responsible for the day to day management of the
relationship the parties have with respect to the Services. The Customer shall appoint a
Relationship Manager in accordance with Schedule 6 to serve as the individual responsible for
liaising with the Service Manager.
 10.
    
    REPRESENTATIVE
 10.1
    
    The Customer and the Supplier shall each nominate a Representative (Representative) who
shall be the Account Manager for either Party, as outlined in Schedule 6, and who shall have
full authority to take all necessary decisions regarding the provision of the Services and the
other obligations of the party nominating such Representative under this Agreement including
any variation to this Agreement. The Representative of each party must at all times be an
employee, contractor or agent of that party. The first such appointments are set out in
Schedule 6. Each party may replace the Representative from time to time provided that it has
obtained the prior written approval of the other party, such approval not to be unreasonably
withheld or delayed. Each party shall ensure that its Representative has full authority to
bind it in connection with its obligations under or pursuant to this Agreement.10.2
    
    Where, in this Agreement, any decision, consent, approval, notice or certification is
required to be given by a party, it shall be sufficient for such decision, consent, approval,
notice or certification to be given by that partys Representative without any further enquiry
or action by the other party.




---



##### 



PART C  CHARGES
 11.
    
    PAYMENT
 11.1
    
    The Supplier shall raise invoices and the Customer shall pay Charges to the Supplier in
accordance with the payment provisions and procedures set out in Schedule 3.11.2
    
    In addition to the Charges, the Customer shall:
 11.2.1
    
    pay the Supplier for such additional work carried out in accordance with any agreed
Change Request(s); and11.2.2
    
    reimburse the Supplier for reasonable travelling, accommodation and other expenses
provided that the Supplier obtains the Customers prior written consent to incur such
expenses; and11.2.3
    
    pay the Supplier as outlined in the Incentive Scheme in Schedule 3 in accordance
with the payment terms of this Agreement.
 11.3
    
    Each invoice submitted by the Supplier which is not reasonably disputed by the Customer in
accordance with the dispute resolution procedure outlined in clause 27 shall be payable within
28 days of its receipt by the Customer.11.4
    
    The Charges shall be subject to Indexation on each anniversary of the Commencement Date.11.5
    
    The Supplier shall notify the Customer of the amount of the increase within 28 days of each
such anniversary and shall be entitled to add to any subsequent invoice an amount which
reflects that the Indexation to the Charges will be effective from each such anniversary.11.6
    
    All payments under the terms of this Agreement are expressed to be exclusive of Value Added
Tax, or similar tax, howsoever arising and the Customer shall pay to the Supplier in addition
to those payments or if earlier on receipt of a valid tax invoice or invoices from the
Supplier, all Value Added Tax in relation to any supply made or deemed to be made for Value
Added Tax purposes pursuant to this Agreement.11.7
    
    The Supplier shall indemnify the Customer against any liability (including any interest,
penalties, or costs incurred) which is levied, demanded or assessed on the Customer at any
time in respect of the Suppliers failure to account for, or to pay any VAT relating to the
payments made by the Supplier under this Agreement.11.8
    
    Without prejudice to any other right or remedy of the Supplier, if the Supplier does not
receive payment of any invoice due to it under this Agreement (unless such invoice is
reasonably disputed by the Customer) on the due date for payment, interest will accrue 30 days
from the due date for payment at the rate of 2.5% per month above LIBOR on such outstanding
invoice from the date payment is due until payment in full. Interest under this Clause 11.8
shall accrue from day to day and shall be paid by the Customer on demand.11.9
    
    Subject to Clause 11.3, the Customer shall not be entitled to withhold any amount payable to
the Supplier under this Agreement.




---



##### 



11.10
    
    Both Parties together acknowledge and agree that the bonus and debit scheme specified in
Schedule 3, the Incentive Scheme, represents a genuine pre-estimate of the specific loss
which may be suffered by the Customer.




---



##### 



PART D  GENERAL
 12.
    
    CONFIDENTIALITY
 12.1
    
    Each Recipient Party undertakes and agrees to:
 12.1.1
    
    use the Confidential Information solely for the purposes envisaged under this
Agreement and not use the same for any other purpose whatsoever;12.1.2
    
    ensure that only those of its officers, employees and advisors who are directly
concerned with the carrying out of this Agreement and who need to know the
Confidential Information have access to the Confidential Information; and12.1.3
    
    keep the Confidential Information secret and confidential and shall not directly or
indirectly disclose or permit to be disclosed the same to any third party for any
reason without the prior written consent of the Disclosing Party.
 12.2
    
    The Supplier shall not, and shall procure that its Staff and other officers, employees and
advisors do not use any of the Customers Confidential Information received otherwise than for
the purposes of this Agreement.12.3
    
    At the written request of the Customer, the Supplier shall procure that its Staff and each
officer, employee or advisor identified in the Customers request signs a confidentiality
undertaking prior to commencing any work in connection with this Agreement.12.4
    
    The obligations of confidence referred to in Clause 12.1 shall not extend to any Confidential
Information which:
 12.4.1
    
    is or becomes generally available to the public otherwise than by reason of breach
by the Recipient Party of the provisions of this Clause;12.4.2
    
    is known to the Recipient Party and is at its free disposal prior to its disclosure
by the Disclosing Party;12.4.3
    
    is subsequently disclosed to the Recipient Party without obligations of confidence
by a third party owing no such obligations to the Disclosing Party in respect of that
Confidential Information;12.4.4
    
    is required by law to be disclosed; or,12.4.5
    
    is required by any Regulatory Authority to be disclosed.
 13.
    
    DIRECT ENGAGEMENT
 13.1
    
    During the term of this Agreement and for 12 months thereafter neither party shall solicit,
entice or offer employment to any person employed or engaged by the other party without the
express written consent of the other party except where such person is recruited as a result
of an otherwise unsolicited response to a public recruitment advertisement. If a party
breaches this Clause 13, that party shall pay to the other a sum equivalent to such persons
total compensation for his first 12 months work for any person other than the party which
employed him. The parties agree that such sum, constituting liquidated damages, represents a




---



##### 



fair estimate of the cost to the party which employed the person of recruiting a suitable
replacement for such person.
 14.
    
    DATA PROTECTION
 14.1
    
    With respect to the parties rights and obligations under this Agreement, the parties agree
that the Customer is the Data Controller and that the Supplier is the Data Processor.14.2
    
    The Customer warrants that all personal data held by the Customer to be processed by the
Supplier under this Agreement (Customer Personal Data) has been or will be obtained and
processed by the Customer (in so far as such data has been or will be processed by the
Customer) in accordance with the Data Protection Act 1984 and to the extent superseded thereby
the Data Protection Act 1998 and all associated regulations (the Acts) and in a manner which
permits the Supplier to perform its obligations under this Agreement in compliance with the
Acts.14.3
    
    Each party warrants to the other that:
 14.3.1
    
    it is, and at all times during the term of this Agreement will be, adequately and
appropriately registered under the Acts in order to comply with its obligations under
this Agreement; and14.3.2
    
    it will at all times during the term of this Agreement comply with the Acts in
performing its obligations under this Agreement.
 14.4
    
    The Supplier shall:
 14.4.1
    
    process the Customer Personal Data only on behalf of the Customer only for the
purposes of performing this Agreement and only in accordance with instructions
contained in this Agreement or received from the Customer in writing from time to
time;14.4.2
    
    not otherwise modify, amend or alter the contents of the Customer Personal Data or
disclose or permit the disclosure of any of the Customer Personal Data to any third
party unless specifically authorised in writing by the Customer;14.4.3
    
    at all times comply with the provisions of the Seventh Data Protection Principle set
out in Schedule 1 of the Data Protection Act 1998 and, in so doing, provide a written
description of the technical and organisational methods employed by the Supplier for
processing the Customer Personal Data (within the timescales required by the Customer)
and implement appropriate technical and organisational measures to protect the
Customer Personal Data against unauthorised or unlawful processing and against
accidental loss, destruction, damage, alteration or disclosure;14.4.4
    
    take reasonable steps to ensure the reliability of any Staff who has access to the
Customer Personal Data;14.4.5
    
    obtain prior written consent from the Customer before transferring the Customer
Personal Data to any sub-contractors in connection with the provision of the Services;




---



##### 



14.4.6
    
    ensure that only those of the Staff who need to have access to the Customer Personal
Data are granted access to such data and only for the purposes of the performance of
this Agreement and all of the Staff required to access the Customer Personal Data are
informed of the confidential nature of the Customer Personal Data and comply with the
obligations set out in this clause 14;14.4.7
    
    not publish, disclose or divulge any of the Customer Personal Data to any third
party unless directed to do so in writing by the Customer;
 14.5
    
    The parties shall, and the Supplier shall procure that its Staff shall, comply at all times
with the Data Protection legislation and shall not perform their obligations under this
Agreement in such a way as to cause either party to breach any of its obligations under the
Data Protection legislation. The Supplier shall immediately notify the Customer in the event
that it becomes aware of any breach of the Data Protection Legislation by the Supplier or any
of the Staff in connection with this Agreement;14.6
    
    The Supplier shall, at all times during and after the Term, subject to Clause 18, indemnify
the Customer and keep the Customer indemnified against all losses, damages, costs or expenses
and other liabilities (including legal fees) incurred by, awarded against or agreed to be paid
by the Customer arising from any breach of the Suppliers obligations under this clause 14
except and to the extent that such liabilities have resulted directly from the Customers
instructions.
 15.
    
    INTELLECTUAL PROPERTY RIGHTS
 15.1
    
    Subject to clause 15.4 all Intellectual Property Rights created by the Staff in the course of
providing the Services to the Customer under this Agreement in modifications and enhancements
to any Existing Materials (as defined below) (Project IPRs) shall remain the property of the
Supplier.15.2
    
    In respect of programs, specifications, designs or reports (including data) which are
pre-existing or are an adaptation of or derived from existing materials, including any
adaptations made to such programs, specifications, designs or reports pursuant to the Change
Control Procedure (together Existing Materials) which are made available as part of the
provision of the Services the ownership of the intellectual property rights in such Existing
Materials remains with the owner thereof.15.3
    
    Neither party shall delete proprietary information or trade mark notices if any appear on any
software or documentation supplied to it by the other at any time. Further, both parties
shall ensure that all copies of software or documentation created or supplied by them under
the provisions hereof shall carry a copyright notice.15.4
    
    The Supplier grants to the Customer the following licences:
 15.4.1
    
    a non-exclusive non-transferable royalty free licence for the duration of the Term
to use the Existing Materials for its own internal business purposes only in
accordance with Schedule 1.15.4.2
    
    a non-exclusive, non-transferable royalty free licence for the duration of the Term
to use the Project IPRs for its own internal business purposes only in accordance with
Schedule 1. The Customer agrees that:




---



##### 



a.
    
    it may not permit any third party to use the Project IPRs
and shall not make any related documentation available to any third party;
andb.
    
    it will use the Project IPRs in accordance with any
conditions contained in the Service Level Agreement.
 15.5
    
    It being understood that in the event that the use of the Existing Materials or the Project
IPRs needs to be licensed to a third party agent of the Customer (which might for the
avoidance of doubt, include Affiliates of the Customer) for the purposes of ensuring that the
Services can be appropriately implemented, then the Supplier shall grant a limited licence for
the purposes of ensuring the appropriate implementation of the Services.15.6
    
    The Parties agree that breach of these license terms will automatically be deemed a material
breach of this Agreement.15.7
    
    The Supplier represents and warrants that it will not infringe the Intellectual Property
Rights of any person or entity in the provision of the Services.15.8
    
    Either party (the Indemnifying Party) shall indemnify and keep indemnified the other (the
Indemnified Party) against any and all Liability suffered by the Indemnified Party as a
result of any claim by a third party that the use of the Services or Existing Material or the
Project IPRs which the Indemnifying Party has licensed to or supplied to the Indemnified Party
to use by the Indemnified Party in accordance with this Agreement infringes the Intellectual
Property Rights of that third party provided that:
 15.8.1
    
    the Indemnifying Party is given notice of the claim as soon as reasonably
practicable after receipt of a written claim by the Indemnified Party from any such
third party;15.8.2
    
    the Indemnifying Party is given complete control over such claim, and the
Indemnified Party co-operates with the Indemnifying Party at the Indemnifying Partys
expense in the conduct of such claim, unless the Indemnifying Party is proposing to
make representations and/or statements in relation to the Indemnified Party, in which
event the Indemnifying Party may only make such representations and/or statements that
might form part of the Indemnifying partys management of such claim with the approval
of the Indemnified Party;15.8.3
    
    the Indemnified Party does not prejudice the Indemnifying Partys conduct of such
claim;15.8.4
    
    the Supplier will not be obliged to indemnify the Customer for any claim of
infringement based on the:
 c.
    
    use of an altered version of the Existing Materials or
Project IPRs;d.
    
    combination, operation or use of the Existing Materials or
Project IPRs with software, hardware, equipment or other materials not
supplied by the Supplier; ore.
    
    use of a superseded version of the Existing Materials or
Project IPRs where the Customer has failed to comply with a request by the




---



##### 



Supplier to install any new version of the Existing Materials or Project
IPRs.
 15.9
    
    The provisions of this clause 15 shall survive termination of this Agreement for any reason.
 16.
    
    TERM AND TERMINATION
 16.1
    
    This Agreement shall commence on the Commencement Date and shall continue for at least the
duration of the Term unless terminated in accordance with the provisions of this clause 16.
 16.2
    
    At the end of the Term this Agreement shall be automatically renewed for 1 year periods on
the mutual agreement of the parties.
 16.3
    
    Without prejudice to any of its other rights or remedies under this Agreement, either party
may terminate this Agreement:
 16.3.1
    
    During the final calendar year of the Term by providing no less than 12 months
written notice to the other party;16.3.2
    
    After the end of the Term by providing no less than 12 months written notice to the
other party.
 16.4
    
    Without prejudice to any of its other rights or remedies under this Agreement, Customer may
terminate this Agreement
 16.5
    
    if there is a material delay in the provision of the Services by the Supplier pursuant to
Clause 7.
 16.6
    
    Without prejudice to any of its other rights or remedies under this Agreement, each party
(the Terminating Party) shall have the right to terminate this Agreement upon giving written
notice of termination to the other party (the Defaulting Party) if the Defaulting Party:
 16.6.1
    
    commits a material breach of this Agreement which in the case of a breach capable of
remedy shall not have been remedied within 30 days of the receipt by it of a written
notice from the other party identifying the breach and requiring its remedy; or16.6.2
    
    makes any voluntary arrangement with its creditors or becomes subject to an
administration or passes a resolution for winding-up (otherwise than for a bona fide
reconstruction or amalgamation) or becomes bankrupt or insolvent or goes into
liquidation or a receiver or similar officer is appointed over any or all of the
assets of the Defaulting Party or the Defaulting Party ceases or threatens to cease to
carry on business.
 16.7
    
    The Supplier may terminate this Agreement by giving written notice to the Customer if the
Customer fails to pay any invoice which is not reasonably disputed to the Supplier under this
Agreement and has not remedied such failure within 30 days of receiving written notice from
the Supplier requiring it to remedy such failure.
 16.8
    
    Both Parties agree to provide notice (a Change of Control Notice) to the other Party of the
earlier of: (i) its execution of any agreement effecting a Change of




---



##### 



Control with respect to it; or, (ii) its awareness of a transaction that has resulted in
a Change of Control with respect to it. In the event of the Customer receiving a Change of
Control Notice the Customer shall have the right to terminate the Agreement (within three
months of the date of receipt of the Change of Control Notice) on a period of notice that
shall not exceed 12 months, save that it will not be deemed a Change of Control if either
NY Euronext Inc., or an Affiliate, or Atos Origin SA, or an Affiliate, assumes Control of
the Supplier.16.9
    
    In the event of the Supplier receiving a Change of Control Notice the Supplier shall have the
right to terminate the Agreement (within three months of the date of receipt of the Change of
Control Notice) on a period of notice that shall not be less than 12 months.16.10
    
    Clauses [12, 13, 16.7, 18, Schedule 4] [Note: Internal referencing to be checked] and any
other provision which expressly or impliedly survives the expiry or termination of this
Agreement shall remain in force notwithstanding the expiry or termination of this Agreement.
 17.
    
    CONSEQUENCES OF TERMINATION
 17.1
    
    Upon the expiry or termination of this Agreement for whatever reason the parties shall follow
the provisions of the Disengagement Plan as set out in Schedule 4; and the licence of the
Existing Materials and Project IPRs granted to the Supplier under this Agreement shall
terminate automatically and the Supplier shall return all copies of such Existing Materials
and Project IPRs.
 17.2
    
    the Supplier shall repay to the Customer any amount which it may have paid in advance in
respect of Services not provided or procured by the Supplier as at the date of termination of
this Agreement..
 18.
    
    LIABILITY
 18.1
    
    The Supplier acknowledges and agrees that its liability for death or personal injury caused
by its negligence or the negligence of its directors, officers, employees, contractors or
agents or fraudulent misrepresentation shall not be limited.
 18.2
    
    Subject to Clauses 7 and 18.1, the Suppliers total liability to the Customer whether in
contract, tort (including negligence) or otherwise in connection with this Agreement shall not
exceed in aggregate the amount paid or payable in charges by the Customer to the Supplier
under the Agreement during the 12 month period prior to the date upon which the events giving
rise to any relevant claim arose, or in the case of a series of events the date upon which the
first of the series occurred
 18.3
    
    Subject to Clauses 7 and 18.1, the Customers total liability to the Supplier (other than for
charges properly due and payable under this Agreement) whether in contract, tort (including
negligence) or otherwise in connection with this Agreement shall not exceed the amount paid or
payable in charges by the Customer to the Supplier under the Agreement during the 12 month
period prior to the date upon which the events giving rise to any relevant claim arose, or in
the case of a series of events the date upon which the first of the series occurred
 18.4
    
    Subject to Clauses 7 and 18.1, in no circumstances will the Supplier be liable for any loss
of profit, loss of business, loss of goodwill, loss of anticipated savings, loss of data or
any consequential or indirect loss suffered by the Customer unless




---



##### 



such loss(es) arise as a result of the Suppliers breach of its obligations under this
Agreement.18.5
    
    If either party (Claiming Party) wishes to make any claim against the other party
(Defending Party) under or in connection with this Agreement:
 18.5.1
    
    the Claiming Party must give written notice to the Defending Party specifying in
reasonable detail the reason for such claim and the amount of such claim prior to
taking any other action;18.5.2
    
    each party must continue to perform its obligations under this Agreement
notwithstanding such claim; and18.5.3
    
    the Claiming Party must give the notice required under Clause 18.5.1 to the
Defending Party as soon as practicable and in any event no later than [two] years
after the event or incident giving rise to such claim.
 18.6
    
    Any failure to comply with the provisions of this Clause 18.5 shall not however invalidate
the claim of the Claiming Party in the event that the Claiming Party elects to commence legal
proceedings immediately.
 19.
    
    ASSIGNMENT
 19.1
    
    Neither party may assign any or all of its rights under this Agreement (excepting monies due
or to become due) to a third party without the prior written consent of the other, such
consent not to be unreasonably withheld.
 19.2
    
    A party may assign its rights under this Agreement to an Affiliate, Atos Origin S.A. or an
Affiliate thereof, or a third party acquiring the entire business of the assigning party
without requiring the consent of the other party provided that such Affiliate, Atos Origin
S.A. or an Affiliate thereof, or third party first undertakes in writing to the other party to
be bound by the terms of this Agreement.
 19.3
    
    The Suppliers right to assign under the terms of Clauses 19.1 and 19.2 are at all times
qualified by the fact that the Supplier may not assign any or all of its rights under this
Agreement to a Market Competitor of the Customer.
 19.4
    
    Except as in the case of an assignment under the terms of Clause 19.1 or 19.2 as appropriate,
no term of this agreement shall be enforceable under the Contracts (Rights of Third Parties)
Act 1999 by a third party.
 20.
    
    FORCE MAJEURE
 20.1
    
    Neither party shall be liable to the other for any breach or non-performance of this
Agreement arising from any event beyond its reasonable control including, without limitation,
acts of God, failure or shortage of power supplies, flood, drought, lightning, fire,
earthquake, strike, lock-out, trade dispute or labour disturbance, act or omission of
Government or any regulatory authority, war, riot, civil disorder, or delay or failure due to
any such cause in manufacture, production or supply by third parties of any goods or services
required for performance under this Agreement provided that lack of funds shall not
constitute an event beyond the reasonable control of either party (each of the above events, a
Force Majeureevent). However, if the Force Majeure event continues to affect a partys
ability to perform its obligations under this agreement for a period exceeding 30 days, either




---



##### 



party may terminate the agreement by giving the other party written notice without
incurring any liability to the other.20.2
    
    The Party affected by the Force Majeure will use all reasonable endeavours to mitigate the
effect of the Force Majeure.
 21.
    
    SEVERANCE OF TERMS
 21.1
    
    If the whole or any part of this Agreement is or becomes or is declared illegal, invalid or
unenforceable in any jurisdiction for any reason:
 21.1.1
    
    in the case of the illegality, invalidity or unenforceability of the whole of this
Agreement it shall terminate in relation to the jurisdiction in question; or21.1.2
    
    in the case of the illegality, invalidity or unenforceability of part of this
Agreement, that part shall be severed from this Agreement in the jurisdiction in
question and that illegality, invalidity or unenforceability shall not in any way
whatsoever prejudice or affect the remaining parts of this Agreement which shall
continue in full force and effect.
 22.
    
    ENTIRE AGREEMENT/VARIATIONS
 22.1
    
    This Agreement constitutes the entire agreement and understanding between the parties in
relation to its subject matter and supercedes all prior oral or written understandings,
arrangements, representations or agreements between them relating to the subject matter of
this Agreement. The parties acknowledge that no claims shall arise in respect of any
understandings, arrangements, representations or agreements so superceded. No director,
employee or agent of any party is authorised to make any representation or warranty to the
other party not contained in this Agreement, and each party acknowledges that it has not
relied on any such oral or written representations or warranties.
 22.2
    
    No variation, amendments, modification or supplement to this Agreement shall be valid unless
agreed in writing in the English language and signed by a duly authorised representative of
each party.
 23.
    
    NOTICES
 23.1
    
    Any notice or other communication given pursuant to or made under or in connection with the
matters contemplated by this Agreement shall be in writing and shall be delivered by courier,
sent by post or sent by facsimile to the address of the recipient set out above or as notified
to the other party in accordance with this Clause. Notices sent by e-mail shall not be valid
of themselves and must be confirmed in hard copy form by courier, by post or facsimile.
 23.2
    
    Any notice given pursuant to this Clause shall be deemed to have been received:
 23.2.1
    
    if delivered by courier, at the time of delivery; or23.2.2
    
    if sent by post, on the second Working Day following the day of posting; or23.2.3
    
    if sent by facsimile on acknowledgement by the recipient facsimile receiving
equipment on a Working Day if the acknowledgement occurs before 1700 hours local time
on a Working Day of the recipient and in any other case on the following Working Day.




---



##### 



24.
    
    THIS AGREEMENT NOT TO CONSTITUTE A PARTNERSHIP
 24.1
    
    Nothing in this Agreement and no action taken by the parties pursuant to this Agreement shall
constitute or be deemed to constitute a partnership, association, joint venture or other
co-operative entity between the parties and neither party shall have any authority to bind the
other in any way except as provided in this Agreement.
 25.
    
    WAIVER
 25.1
    
    Save as expressly provided in this Agreement neither party shall be deemed to have waived any
of its rights or remedies whatsoever howsoever arising unless the waiver is made in writing,
signed by a duly authorised representative of that party and may be given subject to any
conditions thought fit by the grantor. Unless otherwise expressly stated any waiver shall be
effective only in the instance and for the purpose for which it is given.
 25.2
    
    No delay or failure of either party in exercising or enforcing any of its rights or remedies
whatsoever shall operate as a waiver of those rights or remedies or so as to preclude or
impair the exercise or enforcement of those rights or remedies. No single or partial exercise
or enforcement of any right or remedy by either party shall preclude or impair any other
exercise or enforcement of that right or remedy by that party.
 26.
    
    ANNOUNCEMENTS
 26.1
    
    Both parties agree not to make any public announcements about the existence or contents of
this Agreement without the prior notice to and the written approval of the other Party, unless
such announcement is required by law or regulation.
 27.
    
    DISPUTE RESOLUTION
 27.1
    
    Any dispute which may arise with respect to any matter or thing arising out of or in relation
to this Agreement shall be dealt with in accordance with the Contract Management procedure as
set out in Schedule 6
 28.
    
    REGULATORY CHANGES
 28.1
    
    The Parties shall be responsible pursuant to the Change Control Procedure for making such
modifications as are necessary to take into account any changes to existing financial services
legislation, rules and regulations or any such new legislation, rules and regulations which
have an impact (either directly or indirectly) on the provision of the Services or any part
thereof and which are outside the scope of Clause 28.2, below.
 28.2
    
    The Parties shall also be responsible, at the Customers expense, for making such
modifications as are necessary to take into account:
 28.2.1
    
    any changes to existing commodities or derivatives trading legislation and statutory
restrictions or any such new legislation and regulations relating specifically to the
commodities or derivatives trading industry noted to the Supplier by the Customer and
which have an impact (either directly or indirectly) on the provision of the Services
or any part thereof; and/or




---



##### 



28.2.2
    
    any changes which are deemed necessary by the Customer or a Regulatory Authority.
 28.3
    
    The changes referred to above in Clauses 28.1 and 28.2 (Regulatory Changes) shall be
implemented by way of the Change Control Procedure. For the avoidance of doubt, the Supplier
shall not be able to decline to perform any Regulatory Change deemed necessary by the Customer
as long as the Customer agrees to the Charge for the Regulatory Change.
 29.
    
    AUDIT
 29.1
    
    The Customer or the Regulatory Authority (for the purposes of this clause references to the
Customer shall be deemed to include the Regulatory Authority) shall have the right, from time
to time and upon 7 Working Days written notice to the Supplier, to conduct an audit of the
compliance by the Supplier with its obligations under this Agreement and the changes made by
Supplier in performing such obligations (an Audit). The Audit must be in relation to,
matters specified by the Customer in such notice, the assessment of the proper amount of any
payment made or to be made hereunder, or, the performance by the Supplier of its obligations
under this Agreement (Audit Matters). The Audit may be conducted by such professional
auditors or advisers as the Customer may decide to appoint and notify to the Supplier.
 29.2
    
    For the avoidance of doubt, the categories of information that may be sought under this
provision shall only be that which is necessary for the reasonable assessment of the Audit
Matters specified in any notice issued by the Customer under Clause 29.1 above.
 29.3
    
    The Supplier shall provide to the Customer and its advisers such assistance and facilities
and access to such premises, accounts, invoices, documents and information as it shall
reasonably require for the purposes of any Audit. The Supplier shall provide the Customer
with copies of relevant accounts, invoices, documents and information in such form as the
Customer or its advisers shall reasonably require, but only to the extent that such accounts,
invoices, documents and information relate to the Audit Matters.
 29.4
    
    The Customer shall be entitled to conduct an Audit at such times as it may reasonably require
subject to a maximum of one Audit in any 6 month period, provided that such maximum shall not
apply (and neither shall the advance notice period specified in Clause 29.1) where the
Customer bona fide believes that there is a material non-compliance (as the case may be) by
Supplier with any of its obligations under this Agreement which an Audit may detect or of
which an Audit may provide details.
 29.5
    
    The Customer shall:
 29.5.1
    
    use its reasonable endeavours to minimise any disruption to the Suppliers
operations or the performance of the Services caused by an Audit; and29.5.2
    
    ensure that all of the employees and agents are under a duty of confidence in
relation to any information disclosed or made available to them by the Supplier for
the purpose of that Audit.
 29.6
    
    The Customer shall pay all reasonable costs incurred by the Supplier in relation to any
Audit.




---



##### 



30.
    
    DATA SECURITY
 30.1
    
    In the event of a loss, corruption or destruction of Data attributable to the Customers
failure to perform its obligations under this Agreement, the Supplier shall take such steps
which someone using Best Industry Standards would take to recover, retrieve and reconstruct
any such lost, corrupted or destroyed Data as appropriate. The Customer shall pay all
reasonable costs incurred by the Supplier in relation to such reconstruction.
 30.2
    
    Subject to Clause 18, the Supplier hereby indemnifies and undertakes to keep the Customer
indemnified in respect of any loss, corruption or destruction of Data caused by the act or
omission of the Supplier, calculation of any such loss to take reasonable account of any
successful reconstruction under sub-Clause 30.1
 31.
    
    INSURANCE
 31.1
    
    The Supplier warrants and represents to the Customer that it has the benefit of policies of
insurance with reputable insurers which are sufficient to cover its responsibilities and
obligations under this Agreement including, inter alia, in respect of loss or damage to
tangible property and professional indemnity for amounts suitable to cover such liability.
 32.
    
    ESCROW
 32.1
    
    The parties shall, within 90 days of execution of this Agreement, enter into an escrow
agreement in respect of the Source Code of the Existing Materials and Project IPR (the
Escrowed Material) with the NCC Group for the provision of a full validation escrow service
(the Escrow Agreement) in accordance with the Escrow Order Form outlined in Schedule 8. The
Supplier shall, from time to time, deliver into escrow with NCC further Source Code in the
Project IPR as it is created and in accordance with the terms of the Escrow Agreement with
NCC.
 32.2
    
    In accordance with the terms of the Escrow Agreement NCC will release the Escrow Material to
the Customer if the Supplier: (a) materially breaches the Agreement in a manner giving rise to
a termination right on the part of the Customer; (b) becomes insolvent or unable to pay its
debts and/or perform its obligations in the ordinary course of business; or, (c) becomes the
subject of any voluntary or involuntary proceeding in bankruptcy, liquidation, dissolution,
receivership, attachment or composition, or makes a general assignment for the benefit of
creditors. The Customers licence rights to released Escrow Material will be sufficient to
permit the Customer to perform the Services with the addition of the rights to use, reproduce
and create derivative works of the released Escrow Material and to distribute, perform and
display (publicly or otherwise) such derivative works, all in connection with the sole purpose
of implementing, operating and maintaining the Services.
  33.
    
    GOVERNING LAW AND JURISDICTION
 33.1
    
    This Agreement shall be governed by and construed in accordance with English law and the
parties hereby submit to the exclusive jurisdiction of the courts of England and Wales.




---



##### 



33.2
    
    Any proceedings relating to any claim or matter arising under or in connection with this
Agreement instituted against either party by the Customer may be brought in the courts of
England and Wales .
  SIGNED by
    
    ) /s/ K. Tregidgofor and on behalf of
    
    ) Head of StrategyATOS EURONEXT MARKET
    
    )SOLUTIONS LIMITED
    
    )SIGNED by Sir Bob Reid
    
    ) /s/ Sir Bob Reidfor and on behalf of
    
    ) Board of DirectorsICE CLEAR EUROPE LIMITED
    
    )SIGNED by Paul Swann
    
    ) /s/ Paul Swannfor and on behalf of
    
    ) President & Chief Operating OfficerICE CLEAR EUROPE LIMITED
    
    )




---



##### 



Schedule 1  THE SERVICES
 Introduction
 1.1.1
    
    The managed services which together constitute CPS provided by the Supplier
are defined as follows:
 
    
    Scope of Use defining the business transactions that are permitted to
utilise the functional services
    
    Functional Services defining the high level functional services
available to the Customer and their clients
    
    Environments for each requested instance of the Function Services,
service characteristics and capacity requirements are defined.
    
    Support Services additional services required for the managed service
 1.1.2
    
    Changes to the Services shall be by Change Request, as set out in Schedule
5, Change Control Procedure.
 Scope of use  The Services
 1.2.1
    
    The Services are restricted to Energy Contracts and Emissions Contracts
(including, futures, options on futures, forwards, swaps, differentials, spreads and
options) to the extent traded on markets owned and operated by ICE Inc, ICE Futures
Europe Ltd and European Climate Exchange Ltd.1.2.2
    
    Such service scope may be extended or otherwise amended by prior written
agreement of the Parties from time to time, in accordance with the Change Control
Procedures set out in Schedule 5.
 Functional Services
 1.3.1
    
    Clearing Functions
  
    
    Position keeping  the automatic maintenance of positions as post-trade
functions are performed
    
    Position search  the ability to review current and historical position
data
    
    Settlement instruction entry, edit and search  the management of long
and short positions
    
    Position transfer instruction entry, edit and search  the movement of
volume between position accounts
    
    Exercise instruction entry, edit and search  nomination of options
positions for exercise
    
    Automatic Exercise instruction edit and search  position selection
criteria for options expiry processing
    
    Tender Deletion instruction entry, edit and search  manual deletion of
positions awaiting delivery




---



##### 




    
    Margin Exclusion Instruction entry, edit and search  manual omission of
delivery positions from margin calculation
    
    Delivery instruction entry edit and search  manual early notification of
an intention to deliver
 1.3.2
    
    Clearing Processing Service
  
    
    Clearing instruction processing  the processing of settlement, transfer,
exercise, delivery, tender deletion and margin exclusion instructions to
update positions
    
    Variation margin calculation  the calculation of realised and unrealised
profit and loss
    
    Initial margin calculation  the calculation of initial margin liability
using the London SPAN algorithm
 1.3.3
    
    Management Functions
  
    
    Contract expiry date entry, edit and search
    
    London SPAN parameter maintenance
    
    Clearing price entry, edit and search
    
    Validate and load standing data files
    
    Load clearing prices
    
    Calculation of options volatility values
    
    Monitor and control intraday and end-of-day clearing processes
    
    Generation and dissemination of London SPAN risk arrays
 1.3.4
    
    Systems Integration Functions
  
    
    TRAMP interface an electronic messaging interface through which the
Customer and their clients can perform Post-Trade Functions
    
    TSCS Feed an electronic feed of audit events providing the Customer and
their clients details of:
 o
    
    Trade and claim changes




---



##### 



o
    
    Clearing instruction changeso
    
    Clearing processing changeso
    
    Initial and Variation margin valueso
    
    End of day position detailso
    
    System events
 1.3.5
    
    File Transfer Service
  
    
    Files transferred from Supplier to Customer:
 o
    
    Trade Fileo
    
    SPAN Fileo
    
    Position Fileo
    
    Margin Fileo
    
    Position Note Fileo
    
    Open Interest File
 
    
    Files transferred from Customer to Supplier:
 o
    
    Banking Reports
 Production Environment
  Characteristic
    
    ValueResilience Model
    
    Fault Tolerant(service will be provided on hardware hosted
in two geographically-separated Tier 4 data centres,
connected via diversely-routed telecommunications channels.
The hardware in each data centre shall be capable of
delivering the services to the specified capacity. The
functional services may be provided by system components in
both data centres. Data shall be protected using Raid 5
technology and inter-data centre disk mirroring technology.
Failure of a single hardware or software component or an
entire data centre will not cause significant interruption to
the services)Service Capacity
    
    Monthly Futures Contracts: 150Monthly Futures Expiries: 3,500Daily Futures Contracts: 60Daily Futures Expiries: 3,000Options Contracts: 10Options Expiries: 200Options Series: 30,000Daily Half-trades recorded: 950,000Open Positions (single day): 50,000Open Positions (historical): 6,000,000Interactive (GUI) Users: 250Electronic (TRAMP/TSCS) Users: 100Clearing Functions Start Time
    
    07:00 each Clearing DayClearing Functions Close Time
    
    24:00, or until End of Stream1, each Clearing Day




---



##### 



Support Services
 1.5.1
    
    Change Control Function An agreed process for notifying the Customer of
planned changes to the services provided by the Supplier, and for the submission of
change requests (both system enhancement and product configuration) by the Customer to
the Supplier will be documented and subject to performance targets.1.5.2
    
    Call Management Service The staffing of a Supplier service desk with
agreed call management performance criteria and response times subject to agreed
maximum peak and average levels of calls.1.5.3
    
    Incident Management Service A system for the categorisation of incidents
relating to any of the services provided by severity according to agreed criteria,
with associated limits on time to resolution.1.5.4
    
    Software Maintenance Service The correction of known or suspected errors,
through the release of specific fixes, service packs or full software releases.1.5.5
    
    Service Level Management Service The provision of agreed schedules
detailing service statistics by the Supplier. Separate review processes will
periodically determine service, performance and capacity thresholds, Change Management
plans, and maintenance schedules. Service levels will be subject to review at the
service review meetings and may be subject to change as agreed at those meetings.1.5.6
    
    Backup and Restore Service The Supplier will employ a backup scheme agreed
with the Customer with standards for frequency, scope and data retention time.
Requests for restoration of historical data (in a non-disaster/BCP context) will be
subject to performance targets.1.5.7
    
    Disaster Recovery Service The Supplier will provide a
continuously-available hot standby facility for the provision of the Services in the
event of a disaster affecting the data centre where CPS is currently running. Agreed
schedules will be in place for the testing of the facility and production of
statistics and reports from the testing.1.5.8
    
    IMAC Service The Supplier will provide a service to process requests for
infrastructure installations, moves and ceases (IMAC). Infrastructure represents
connectivity between the Suppliers data centres and the Customer and their clients
 
 1.1.
    
    1 End of Stream (EOS) is the last event recorded in
the TRS Audit Stream for a trading day, and represents the end of processing.




---



##### 



Schedule 2  SERVICE LEVEL AGREEMENT
 General
 2.1.1
    
    The Supplier will support and maintain all services, hardware and system
software that comprises the Services to ensure that the application performs in
accordance with its appropriate functional specification and that performance targets
are met as specified in section 2.5.2.1.2
    
    The Supplier shall, in each month following the Go Live Date, measure the
performance for each of the Service Levels at the specified Service Target(s).2.1.3
    
    Service Requests2.1.4
    
    Requests for modifications to the Services will be handled as set out in
Schedule 5 Change Control Procedure.2.1.5
    
    Availability2.1.6
    
    The Supplier agrees to make the Services available to the Customer in
accordance with section 2.5.2.1.7
    
    Service Level2.1.8
    
    The Supplier agrees to provide the Services to service levels in accordance
with section 2.5.2.1.9
    
    For maintenance of the Services, Supplier will respond to reported faults in
line with section 2.5.2.1.10
    
    Customer Responsibilities2.1.11
    
    The Customer shall use the Services in accordance with the user manuals as at the Go
Live Date, and updates as issued by the Supplier.
 Service Availability
 2.2.1
    
    Service Availability and Whole Availability shall mean that that Service is
usable by a defined number of authorised users in the normal operational manner in
support of normal business processes. Availability is calculated as follows for each
Service Period:
 Service Availability %      =
    
    ((Total Available Time) -
    
    (Whole Unavailable Time  Exceptions))
    
    * 100Total Available Time
 Whole Availability %      =
    
    ((Total Available Time) -
    
    (Whole Unavailable Time + Partial Unavailable Time  Exceptions))
    
    * 100Total Available Time
  Total Available Time in
minutes in the Reporting
Period
    
    Equals
    
    (#days in Reporting Period) *
(service hours per day) * 60




---



##### 



For example, for a Service which is available from 7:00  24:00 during a 21 day period:
 Total Available Time = 21 (days) * 17 (hours) * 60 (minutes) = 21,420 minutes.
 Unavailability Definitions for Functional Services
 Condition
    
    CriteriaWholly Unavailable Timeoccurs when
the process or function was
suspended, halted or denied due to
the criteria adjacent arising.
    
    The inability for Customer and all
of their clients to be able to
utilise the Clearing FunctionsPartial Unavailable Timeoccurs when
the process or function was affected
due to the criteria adjacent
arising.
    
    The inability of some, but not all
of the Customers users, or one of
their clients, to utilise the
Clearing Functions
 Exceptions
 2.4.1
    
    Exceptions for each Service shall be the sum of the minutes of unavailable
time during the appropriate Service Time arising from the following factors:
 
    
    Agreed scheduled downtime arising from planned events which cannot be
performed outside the Service Time (e.g. system changes, system upgrades,
system housekeeping, existing hardware preventative maintenance arrangements,
maintenance of Applications and releases relating to Applications).
    
    Downtime directly due to the Customers failure to meet its obligations.
    
    Downtime due to Force Majeure.
    
    Any downtime arising from unauthorised interference with equipment by the
Customer.
    
    Downtime incurred when system usage is shown to be outside the limits of
relevant Operational Assumptions.
    
    Periods of time for which the Supplier can reasonably demonstrate that
member users have not adhered to normal operational practice. The Supplier
shall provide guidelines to the Customer for relevant end-user training in
such normal operational practice and the Customer shall ensure that end-users
are trained accordingly. Where the Supplier introduces a change to TRS/CPS
that requires the Customers staff to be trained, the Supplier will provide
that training without charge to the Customer.
    
    For certain Performance Targets relevant Operational Assumptions are
given. When actual usage of the Services is greater than one or more of these
Operational Assumptions for a period of time, such period during the relevant
Service Time shall be included in the exceptions for relevant performance
targets. Notwithstanding this, the Supplier shall at all times use all
reasonable endeavours to meet all Performance Targets.
    
    Downtime incurred outside the relevant Service Time




---



##### 



Service Targets and Service Thresholds
 2.5.1
    
    For the purposes of the table below the following words shall have the following meanings:Service Timemeans the period of time between the Service Start Time and Service Close
Time as referred to in Clause 2.5.2.Service Periodmeans the period of time during which the performance of a Managed
Service will be measured which shall be one (1) month.Service Targetmeans the targeted level of performance of a Managed Service during the
applicable Service Period. The Service Target for each applicable Managed Service is
shown in the table below.Service Thresholdmeans the threshold applicable to each Managed Service which, if
exceeded, may impair the delivery of such Managed Service. These Service Thresholds are
derived from steady state service experience and/or solution design specifications.2.5.2
    
    The table below details the Service Targets and Service Thresholds which the
Supplier shall meet in the performance of the Service:
 SERVICE THRESHOLD andMANAGED SERVICE
    

SERVICE START TIME
    

SERVICE CLOSE TIME
    
    SERVICE TARGET
    
    EXCLUSIONSCPS 1  Production
Environment
Clearing Functions
Availability
    
    As defined in
Services Schedule
    
    As defined in
Services Schedule
    
    Clearing Functions Service Availabilitye for 99.6% of available hours during
each Service Period.

Clearing Functions Service Whole Availability for 98% of available hours
during each Service Period.
    
    Subject to Service
Capacity for
Production
EnvironmentCPS 2  Production
Environment End of
Day Clearing
Processing Time
    
    ICE Futures TRS
System in End of
Day
    
    End of Stream
    
    End of Day Clearing processing elapsed time
< 60 minutes for all but 2 days per Service Period
<90 minutes for all days per Service Period
System drop dead time of 3:00am
    
    Calculation excludes
time elapsed due to
Clearing runs being
halted or recovered
due to Customer
business reasons not
associated with
technology failure.




---



##### 



SERVICE THRESHOLD andMANAGED SERVICE
    

SERVICE START TIME
    

SERVICE CLOSE TIME
    
    SERVICE TARGET
    
    EXCLUSIONSCPS 3  Production
Environment System
Management
Functions
Availability
    
    Clearing Functions
Service Start Time
as defined in
Services Schedule
    
    End of Stream
    
    System Management Functions to be operable by at least one user for 99.60%
of available hours during each Service Period.
    
    Maximum number of
concurrent users of
each console of four
(4).
Excludes any
incidents of
unavailability that
are proven, upon
further
investigation, to be
due to failures
within the
Customers
infrastructure.CPS 4  Production
Environment System
Integration
Functions
Availability
    
    Clearing Functions
Service Start Time
as defined in
Services Schedule
    
    End of Stream
    
    System Integration Functions Service Availability for 99.6% of available
hours during each Service Period.

System Integration Functions Service Whole Availability for 98% of available
hours during each Service Period.CPS 5  Production
Environment File
Transfer Functions
Availability
    
    
    
    
    
    File Transfer criteria and targets are defined in section 2.6
Critical File transfer to be achieved by the Expected Time in for 90% of the
service period. Remainder to be achieved by the Maximum Time.

Routine File transfer to be achieved by the Expected Time for 90% of the
service period. Remainder to be achieved by the Maximum Time.

File transfer to be achieved by Latest Time.CPS 6  Change
Control Function
    
    
    
    
    
    The Supplier shall advise the Customer of known changes, planned or
otherwise, that may affect the delivery of the Services, where possible
providing a minimum of 5 Business Days, or other agreed, notice of such
changes. The Supplier shall also use best endeavours to ensure such changes
are effected outside the Available HoursCPS 7  Call
Management Service
    
    
    
    
    
    Customer Service Desk to Supplier Service Desk
90% of calls to be answered within 3 rings (if within Service Time).

The management of Calls and Incidents will be performed in accordance with
the applicable procedure: call, incident or serious incident management as
agreed between the Parties from time to time.




---



##### 



SERVICE THRESHOLD andMANAGED SERVICE
    

SERVICE START TIME
    

SERVICE CLOSE TIME
    
    SERVICE TARGET
    
    EXCLUSIONSCPS 8  CPS
Incident Management
Service
    
    
    
    
    
    The target time to restore an adversely impacted service is shown below in
order of decreasing severity of the incident. The target restoration time is
measured from the time the incident is reported to the Call Management
Function to the time the impacted process or function is restored.
Each incident is assigned one of four severity ratings according to the
impact it has upon the affected process or function: Severity 1 = most
severe, Severity 4 = least severe.Severity 1 Serious Incidents: The Customer, or two or more of their clients,
are unable to utilise one or more Functional Services, System Integration
Functions and/or CMR Report availability.

Restoration time for Severity 1 incidents is not more than one (1) hour.Severity 2 High Impact Incidents: Unacceptable response time is experienced
by the Customer, or two or more of their clients

Restoration time for Severity 2 incidents is not more than two (2) hours.
Targets for resolution of Serious Incidents, Severity 1 and Severity 2 High
Impact incidents are taken into account in the calculation of the agreed
total of Wholly Unavailable Hours per Service Period.Severity 3 Medium Impact Incidents: End of Day Clearing Processing is
delayed or File Transfer to Customer is delayed, or Customer is unable to
use one or more Management Functions or report availability.

Restoration time for Severity 3 incidents is not more than four (4) hours
providing that the drop dead time on the end of day processing and file
transfer is not compromised.Severity 4 Low Impact Incidents: Any other reported incidents.

Restoration time for Severity 4 incidents is not more than twelve (12) hours.The incident and escalation processes are described in section 2.7




---



##### 



SERVICE THRESHOLD andMANAGED SERVICE
    

SERVICE START TIME
    

SERVICE CLOSE TIME
    
    SERVICE TARGET
    
    EXCLUSIONSCPS 9  Software
Maintenance Service
    
    
    
    
    
    Maintenance of Software to maintain service targets. Correction of known or
suspected errors, through the release of fixes, service packs and or new
releases of software.Severity 1 errorsinclude: software defects that significantly disrupt the
availability of services, for example by impacting availability or by
reducing functionality at critical periods, and where no viable work around
exists.

The resolution of a Severity 1 error will be accorded the highest priority
by the Supplier, which may result in delay to other programmes or projects.Severity 2 errorsinclude significant defects in software that impacts
availability or functionality of services. The error may have a business or
technical work around or the frequency of the incident which caused it may
be such that it does not significantly impact service levels.

The timescales for resolution of a Severity 2 error will be agreed between
the Parties, fixes will be delivered either as part of a future software
release or as a scheduled service pack which may include the resolution of
other errors.Severity 3 errorsinclude minor software defects not significantly impacting
availability or functionality of services.

Resolution of Severity 3 errors will be undertaken when it is convenient,
e.g. if the software is being worked on for other reasons.
A review of all outstanding errors will be conducted by the Parties.




---



##### 



SERVICE THRESHOLD andMANAGED SERVICE
    

SERVICE START TIME
    

SERVICE CLOSE TIME
    
    SERVICE TARGET
    
    EXCLUSIONSCPS 10  Service
Level Management Service
    
    
    
    
    
    Supplier shall ensure that the following events take place at the end of
each Service Period in accordance with time scales set out below:+5 trading days: a report containing actual levels of services provided. To
include
actual levels of service achieved against service levels documented;
trend analysis of historical service level performance;
summary information of reported Incidents arising during the Service Period
and proposed timetable for correction;

Service Improvement plans, current status and proposed new plans;

Service metrics correlating to the thresholds within the SLA.+10 trading days: a review meeting shall be held to discuss the report.+12 trading days: review meeting minutes shall be distributed.Outside of the Service Review the Parties shall periodically review:Service, performance and capacity thresholds to determine the proximity of
current volumes to service thresholds;

Change Management historical analysis and forward schedule for the immediate
following 3 months

Where applicable preventive maintenance schedules for the immediate
following 6 months.
The Service Management roles and responsibilities are described in section
2.9




---



##### 



SERVICE THRESHOLD andMANAGED SERVICE
    

SERVICE START TIME
    

SERVICE CLOSE TIME
    
    SERVICE TARGET
    
    EXCLUSIONSCPS 11  Backup and
Restore service
    
    
    
    
    
    Backup Service  Daily Backup of all data processed by and resulting from
the Functional Services to primary backup media, as an integral part of the
backup cycle which captures all reports and transaction data each Trading
Day. Primary backup media is stored in a secure offsite location, by the
Suppliers archival supplier, for a minimum for 7 years. The Supplier
retains and maintains the equipment necessary to restore data from this
media for that 7 year period.
Media recall for offsite backup tapes can be made via scheduled delivery (24
hours), or within 5 hours, as a chargeable service by the archival supplier.
Restoration requests from the Customer are to be requested via the Change
Control Process.
Daily Backup to a secondary copy is kept on site for 4 weeks then reused
within the backup cycle. The Supplier provides a restoration service:

If request is < 3 days from data creation then restoration completion
target is 3 working days

If request is > 3 days from data creation then restoration completion
target is 10 working days
    
    Maximum of 10 media
recall requests per
Service Period.
Maximum of 10
restoration service
requests per Service
PeriodCPS 12  Disaster
Recovery Function
    
    
    
    
    
    Supplier shall maintain at all times a backup facility capable of providing
the CPS service in the event of a disaster affecting the data centre from
which the current instance of TRS/CPS is running.

Targets are:

Establishment of capability

Recover service to the point of failure with no loss of data or transaction
informationwithin 4 hours following invocation

BCP testing to be undertaken twice a year and a report to be provided by the
Supplier to the Customer within 10 Business Days of such test.




---



##### 



2.6
    
    File Transfer Performance Targets
 Critical File
    
    Direction
    
    Frequency
    
    Expected
    
    Maximum
    
    LatestSpan File
    
    Supplier ->
Customer
    
    Daily
    
    5 minutes
from Load
Sett2
    
    10 minutes
from Load
Sett
    
    23:00Position File
    
    Supplier ->
Customer
    
    Daily
    
    10 minutes
from EOS
    
    20 minutes
from EOS
    
    01:00Margin File
    
    Supplier ->
Customer
    
    Daily
    
    10 minutes
from EOS
    
    20 minutes
from EOS
    
    01:00Position Note File
    
    Supplier ->
Customer
    
    Daily
    
    10 minutes
from EOS
    
    20 minutes
from EOS
    
    01:00
 Routine File
    
    Direction
    
    Frequency
    
    Expected
    
    Maximum
    
    LatestTrade File
    
    Supplier ->
Customer
    
    Daily
    
    40 minutes
from EOD3
    
    60 minutes
from EOD
    
    03:00Open Interest
    
    Supplier ->
Customer
    
    Daily
    
    10:00
    
    11:00
    
    12:00Banking Reports
    
    Customer ->
Supplier
    
    Daily
    
    Publication
within 1 hour
of receipt
    
    Publication
within 2 hours
of receipt
    
    Publication
within 3 hours
of receipt
 2.7
    
    Incident and Escalation Processes
 2.7.1
    
    Support Services shall be provided by the Supplier to assist the Customer
with the proper operation and smooth running of the services.2.7.2
    
    Upon receipt of a call to the Supplier Service Desk the Supplier will set
the severity of the call to reflect the business impact. Once the severity is set in
accordance with CPS 9, it shall not be changed with the exception of escalation of
incidents. Each severity rating will have a target resolution time, which is described
under support services in section 2.5.2.7.3
    
    The target time to restore an adversely impacted service is defined in
section 2.5. The target restoration time is measured from the time the incident is
reported to the Call Management Function to the time the impacted process or function
is restored.
 2.8
    
    Escalation Procedure
 2.8.1
    
    Call and Incident Management includes an escalation process which may be
invoked at any time by the Customer during the hours of service availability.
 
 1.2.
    
    2 Load Sett is the Management Function through
which settlement prices are loaded into the Clearing Service. The SPAN File is
generated as a result of this function.1.3.
    
    3 EOD is the system event that indicates that all
post-trade activities have been completed. End of Day Clearing Processing is
initiated at this time. Page 37 of 63




---



##### 



2.8.2
    
    The procedure to instigate escalation is detailed in Schedule 6 to this
Agreement. The process can be invoked by the Customer contacting the IT Duty Manager
directly and invoking a Serious Incident.2.8.3
    
    Serious incidents can be raised by the IT Duty Manager on receipt of an
issue raised or the support analyst escalating an issue from the monitoring tools or
checks put in place to identify serious incidents.2.8.4
    
    Once a Serious Incident has been identified the IT Duty Manager will
escalate to the Duty Incident Manager who will take control of the incident through to
resolution.2.8.5
    
    If the incident is identified as a Severity 1 (service impacting) then the
Duty Incident Manager will contact the Duty Director and Service Manager who will set
up a conference call with the Customer. Incidents deemed as Severity 2 will be
escalated to the Duty Director and Service Manager after 120 minutes.2.8.6
    
    Customer Responsibilities shall be to provide accurate and complete
information to the extent that it is available to the Customer when placing a call
with the Call and Incident Management Service.
 2.9
    
    Service Management and Service Reviews
 2.9.1
    
    The Supplier shall provide manage the Service in order to review the service
specifications originating from the Customer, develop new services or propose
amendment to existing Services.2.9.2
    
    The Supplier shall also track performance of the Supplier in delivering the
Services against the service targets set out in 2.5.2.9.3
    
    The Supplier shall also provide an escalation vehicle in the event the
Customer is dissatisfied with the level of service provided by the Supplier in
addition to the incident escalation process.2.9.4
    
    At the end of each Service Period, the Supplier shall provide information
pertaining to the services provided for the entire Service Period. A Service Level
Report shall be produced to show the actual service provided compared to service
targets.2.9.5
    
    The Supplier shall organise and chair review meetings, and shall minute and
publish the outcome of service review meetings.2.9.6
    
    Responsibilities
 
    
    The Supplier and Customer agree to attend Service Level reviews and
provide feedback as appropriate.
    
    The Supplier and Customer shall nominate a representative to act as single
point of contact known as the Contract Manager (Customer) and Service Manager
(Supplier).
    
    The Supplier and Customer shall attend scheduled and ad-hoc service review
meetings with the Service Manager on an agreed frequency and at an agreed
location.
    
    The Customer shall review service level reports and raise any concerns or
anomalies with measurement data with Supplier Service Manager.
 Page 38 of 63




---



##### 



2.9.7
    
    The parties shall notify each other in writing from time to time of the
persons authorised by each as a contact for each of the following areas of
responsibility, assuming the titles, described below. Authorised deputies may be
assigned to cover periods of absence of nominated individuals:
 
    
    The Supplier
 Title
    
    Area of responsibilityService Manager
    
    Service Level ManagementIT Duty Manager
    
    Management of Supplier Service DeskAccount Manager
    
    Pricing and Service extensions
 
    
    The Customer
 Title
    
    Area of responsibilityContract Manager
    
    Management of the service and contract terms and
conditionsService
Desk Manager
    
    Management of Supplier Service Desk
 Page 39 of 63




---



##### 



Schedule 3  CHARGES
 3.1
    
    Purpose
 3.1.1
    
    This schedule sets out the Charges, which shall apply to all amounts payable
in respect of this Agreement.
 3.2
    
    Scope
 3.2.1
    
    A Service Charge will be levied in advance of each Monthly Service Period.3.2.2
    
    Fee Rates will apply to Changes carried out under the provisions of Schedule
5 (Change Control) of this Agreement or Schedule 4 (Disengagement Services).
 3.3
    
    The Charges
 3.3.1
    
    A Service Charge of [***] will be made for the first and subsequent Monthly
Service Periods subject to revisions in accordance with section 3.4 of this schedule.3.3.2
    
    Work undertaken in association with Changes will be invoiced on a monthly
basis. A final invoice will be levied on completion of a change which will be
signified by the acceptance of the Change by an authorised member of ICE Clear.3.3.3
    
    Charges in respect of Changes will be based upon the Fee Rates specified in
Section 3.3.4 of this schedule or shall be as otherwise agreed between the Parties.3.3.4
    
    The Fee Rates chargeable in respect of any Changes commissioned under this
Agreement shall be in accordance with the Fee Rates applicable in relation to the
supply of TRS by the Supplier to ICE Futures Europe.3.3.5
    
    The above Fee Rates are subject to review as described in Section 3.4.2 of
this schedule and exclude V.A.T. which is charged at the prevailing rate. Any long
term projects are subject to preferential rate discussions.
 
 ***
    
    Confidential information on this page has been omitted and filed separately
with the Commission. Confidential treatment has been requested with respect to the
omitted portions. Page 40 of 63




---



##### 



3.4
    
    Variation of Charges
 3.4.1
    
    On each anniversary of the Go Live Date, Supplier reserves the right to
increase the Service Charge by an amount equal to 75% of the
percentage increase in RPI over the last twelve months for which figures are
available.
 3.5
    
    Disengagement Charges
 3.5.1
    
    Charges for Disengagement referenced in Schedule 4 of this Agreement will be
levied at the then prevailing Fee Rates for the relevant activities.
 3.6
    
    Incentive Scheme
 3.6.1
    
    The Parties have agreed to implement a scheme to incentivise the Supplier to
achieve service excellence when delivering the Services (the Incentive Scheme) which
shall operate from the Commencement Date.3.6.2
    
    The Incentive Scheme shall comprise a pool the total value of which will be
10% of the annual value of the Service Charge. The scheme is based on the principal
of shared risk so that the pool will be equally funded by the Supplier and the
Customer.3.6.3
    
    Monthly Bonus and Debit Scheme3.6.3.1
    
    The two Key Service elements, CPS1  Production Environment Clearing Functions
Availability and CPS2  Production Environment End of Day Clearing Processing Time
will be measured on a monthly basis such that:
 a.
    
    a service or service element that exceeds its service level
will result in the Supplier accumulating bonus (positive) points (Credits)
in accordance with the formulae set out in clauses 3.6.7 and 3.6.8 of this
schedule (a service or service element that meets its service level equates
to zero bonus points);b.
    
    a service or service element that does not meet its service
level will result in the Supplier accumulating debit (negative) points
(Debits) in accordance with the formulae set out in clauses 3.6.7 and 3.6.8
of this schedule.c.
    
    The value of each bonus and debit point shall be 0.05% of
the monthly Service Charge.
 3.6.3.2
    
    At the end of each month the total number of accumulated bonus (positive) points
will be added to the total number of accumulated debit (negative) points, and;
 a.
    
    if the resulting points total is positive, the Supplier
will be entitled to a sum equivalent to the number of positive points
multiplied by the value of each point for that month; orb.
    
    if the resulting points total is negative the Supplier will
not be entitled to a payment for that month.
 3.6.4
    
    Service Stability Periods
 Page 41 of 63




---



##### 



3.6.4.1
    
    The application of Credits or Debits for the Incentive Scheme under this Schedule
may be waived during a period following a significant change to the Services. Such
changes may include:
 c.
    
    Hardware platformd.
    
    Software upgradee.
    
    Increased product listings by the Customer
 3.6.4.2
    
    The purpose of the stability period is for the parties to evaluate the performance
of the Services, and to agree any adjustments to the Incentive Scheme.3.6.4.3
    
    The period of such a stability period is to be agreed by the Parties.3.6.5
    
    Bonus and Debit Points Allocation3.6.5.1
    
    A maximum of 100 bonus points and 100 debit points have been allocated to the
Monthly Bonus and Credit Scheme which are allocated to two applicable Service elements3.6.5.2
    
    The allocation of each of the allocated points to the individual services will be
split 50 / 50 between the services applicable to the Monthly Bonus and Debit Scheme.3.6.6
    
    Review3.6.6.1
    
    The Parties shall review the Incentive Scheme at least annually and will co-operate
to seek consensus to incorporate, any applicable modifications to the Incentive Scheme
that may have arisen as a result of Changes.3.6.7
    
    Formula for Availability and Performance Service Elements3.6.7.1
    
    Points for service elements based upon availability percentages are calculated by
prorating the achieved performance percentage below or above the Service Target each
month and using the resultant variance to determine the positive or negative points
accumulated for that service element.3.6.7.2
    
    Maximum points are achieved for performing 100% to SLA, Performance at the SLA
target shall equate to 0 ( Zero) points and maximum negative points where the
performance fails by equal to or more than the percentage difference between the
target and 100%.3.6.7.3
    
    Example 1:
 a.
    
    Assume the target is 99.6% and the number of points
allocated is 50, maximum points are achieved at 100% achieved performance (50
Points), Zero points are scored when the performance is 99.6% and maximum
negative points are scored when the service falls at or below 99.2% (-50
points)b.
    
    If the achieved percentage is 99.8% the number of points
scored will be half way between the SLA target and 100%, therefore the points
scored will be 25
 Page 42 of 63




---



##### 



c
    
    If the achieved percentage is 99.3% the number of negative
points will be three quarters between the maximum negative point performance
and the Target, therefore the points allocation will be -37.5 points.
 3.6.8
    
    Formula for Deadline Service Elements3.6.8.1
    
    Points for service elements based on deadlines are calculated by subtracting the
total number of debit points accrued for breaching the deadline from the maximum bonus
points available for the applicable service element. A service element that misses the
final deadline accrues maximum debit points for that service element for that month.3.6.8.2
    
    Example 2
 a.
    
    Assume the total number of point allocated is 50b.
    
    The Service Target is no more that 2 breaches of the
Maximum Time, therefore the number of points allocated for each breach will
be -25.c.
    
    If the Drop Dead Time is breached at any point during the
Service period the points will be scored at maximum negative points i.e. -50d.
    
    If there is one breach of during the Service period and no
breaches of the Drop Dead Time the points score will be 50-25 =25e.
    
    If there are three breaches of the Maximum Time during the
Service period and no breaches of the Drop Dead Time the points score will be
50-75 =-25f.
    
    If there is one breach of the Drop Dead Time regardless of
the performance of the maximum time the points score will be -50
 Page 43 of 63




---



##### 



Schedule 4  DISENGAGEMENT PLAN
 4.1
    
    Disengagement Services
 4.1.1
    
    The Supplier and the Customer shall each appoint a Disengagement Manager and
provide written notification of such appointment to each other within three months of
the Commencement Date. The Suppliers Disengagement Manager shall be responsible for
ensuring that the Supplier and its employees and agents comply with this Schedule. The
Supplier shall ensure that its Disengagement Manager has the requisite authority to
arrange and procure any resources of the Supplier as are reasonably necessary to
enable the Supplier to comply with this Schedule 4. The Disengagement Managers shall
liaise with one another in relation to all issues relevant to termination or expiry
and all matters connected with this Schedule 4 and each partys compliance with it.4.1.2
    
    The Supplier shall provide reasonable assistance and information to the
Customer to enable the orderly transition and migration of the Services from the
Supplier to the Customer or its nominated alternative service supplier in the event
that the Customer requests it in accordance with paragraph 3 below (Disengagement
Services). For the avoidance of doubt the Supplier is responsible for the overall
management of the Disengagement Services.
 4.2
    
    Disengagement Period
 4.2.1
    
    The Disengagement Services will be provided as soon as is reasonably
practicable from the date that the Customer first requests those services (which shall
not be any earlier than 6 months prior to the expiry of the Agreement (the
Commencement of Disengagement) until the expiry of 13 months from the Commencement of
Disengagement (or such lesser period agreed with the Customer in writing)
(Disengagement Period).4.2.2
    
    For the avoidance of doubt, the Disengagement Services shall be provided
regardless of the reason for the expiry or termination of the Agreement.
 Disengagement Plan
 4.3.1
    
    The Supplier shall, at least 60 days prior to the Commencement of
Disengagement, agree with the Customer a written plan demonstrating how and when the
Supplier will fulfil its obligations under this Schedule 4 (the Disengagement Plan).
The Supplier shall provide the first draft of such Disengagement Plan 120 days prior
to the Commencement of Disengagement. If the Parties are unable to agree the contents
of the Disengagement Plan 90 days prior to the Commencement of Disengagement, either
party may refer the matter for resolution in accordance with the provisions of clause
27 and Schedule 6.4.3.2
    
    The Disengagement Plan shall include the following:
 (a)
    
    address each of the issues set out in this Schedule 4 to
facilitate the transition of the Services from the Supplier to the Customers
nominated alternative service supplier and/or the Customer and
 Page 44 of 63




---



##### 



(b)
    
    detail how the Services will transfer to the nominated
alternative service supplier and/or the Customer including details of the
processes, documentation, data transfer, systems migration, security and the
segregation of the Customers technology components from any technology
components run by the Supplier or any of its sub-contractors (where
applicable);(c)
    
    provide for the transfer of historic information to an
extent required by the Customer to meet its regulatory reporting/audit
requirements;(d)
    
    assist in the transition of Member Firms and Member Firms
to an alternative clearing processing system through the provision of
information relating to the feeds and reports that are made available to
members and Member Firms in accordance with the terms of this Agreement;(e)
    
    specify the scope of the Disengagement Services that may be
required by the Customer, and detail how such services would be provided (if
required) during the Disengagement Period (for the avoidance of doubt any
such Disengagement Services shall be provided in accordance with the rates
specified for the Charges);(f)
    
    provide a timetable within the Disengagement Period and
identify critical issues in relation to the provision of the Disengagement
Services; and(g)
    
    set out the management and escalation structure to be put
in place and employed during the Disengagement Period.
 4.4
    
    Continued Provision of Services
 4.4.1
    
    The Supplier shall, as part of the Disengagement Services and to the extent
requested in writing by the Customer, continue to provide the Services in accordance
with the Agreement from the date of termination or expiry of the Agreement until
expiry of the Disengagement Period.
 Page 45 of 63




---



##### 



Schedule 5  CHANGE MANAGEMENT
 Overview
 5.1.1
    
    The Change Control Procedures set out in this Schedule (including where
relevant the Appendices) shall be used whenever the Customer or the Supplier has a
requirement to change any component of the Services, Until such time as a Change is
made in accordance with the Change Control Procedure, the Supplier shall, unless
otherwise agreed in writing, continue to perform its obligations under this Agreement
in compliance with its terms prior to such Change5.1.2
    
    A Change Request Document shall refer to a paper or electronic document that
accurately records all required information and authorisation (physical or electronic)
specified in this Change Control Procedure in respect of the Change Request which will
generally be in the form of Appendix II completed as appropriate. Any changes to the
Change Request Document or the technology used must be agreed between the Parties.5.1.3
    
    The parties shall designate individuals to negotiate and authorise the
commercial aspects of Changes; on behalf of the Customer (the Commercial Manager),
and on behalf of the Supplier (the Account Manager).5.1.4
    
    The Supplier will assign a Delivery Managerwho is responsible for the
overall management and scheduling of all work related to the Change Request. The
Delivery Manager shall be responsible to the Customer for all aspects of Change
Request including without limitation technology, design, progress and issues arising.
The Delivery Manager, with notification to the Customer, may nominate a Project
Manager to undertake any stage of any Change Request. However, the Delivery Manager
remains responsible for all deliverables.5.1.5
    
    The Customer shall appoint an individual (the Customer Change Manager) to
liaise with the Delivery Manager on all technical and delivery aspects of a particular
change request.5.1.6
    
    Day to day administration of the Change Control Procedures will be performed
on behalf of the Account Manager by an individual so nominated (the Change
Administrator). A similar role may also be nominated on behalf of the Customer.5.1.7
    
    The representative of the Party requesting the Change will be referred to
hereinafter as the Change Requester.5.1.8
    
    Throughout the Change Control Procedures the Customer and the Supplier shall
use reasonable endeavours to ensure that appropriate personnel are available to give
to the other party any requested information or resources pertaining to a Change
Request.5.1.9
    
    The effort involved in preparation of an Initial Assessment for most Change
Requests will be non-chargeable. However the Supplier would like to reserve the right
to negotiate with the Customer for a separate chargeable pre-assessment in the event
that this entails a material effort. .
 Page 46 of 63




---



##### 



5.2
    
    Submit Change Request
 5.2.1
    
    Either party may initiate a Change Request Document by submitting all of the
information, as set out in Appendix 2 under the section entitled Change Requester
Details and Authorisation, and also a title for the Change Request.5.2.2
    
    Prior to submission a Change Request Document must be authorised for
submission by at least the Account Manager or the Commercial Manager.
 5.3
    
    Acknowledge Change Request
 5.3.1
    
    On receipt of the Change Request Document, the Change Administrator shall
acknowledge such receipt by issuing a number to correspond with the Change Request
Document, and noting on the Change Request Document information requested in Appendix
2 under the section entitled Change Request Acknowledgement by the Supplier5.3.2
    
    The Change Administrator will then send to the Change Requester and Delivery
Manager a copy of the acknowledged document with acknowledgement details within two
(2) Working Days from receipt of the Change Request Document.
 5.4
    
    Preliminary Review of Change Request
 5.4.1
    
    Following the acknowledgment of receipt of the Change Request Document, the
Delivery Manager will undertake a preliminary review of the Change Request Document to
ensure that the Change Requester has provided the requisite details, scope and
priority, and will liaise with the Change Requester to obtain and agree the submission
content of the Change Request Document5.4.2
    
    The Supplier will not proceed with further assessment of the Change Request
until and unless the submission content is agreed or the Parties agree otherwise.5.4.3
    
    The Account Manager shall contact the Commercial Manager to discuss whether
the Initial Assessment of the Change Request is to be chargeable.5.4.4
    
    The Account Manager and Commercial Manager, shall authorise the commencement
of an Initial Assessment by signing the appropriate section of the Change Request
Document. Where there is no charge for the Change Request, the Delivery Manager and
Customer Change Manager shall authorise commencement of the Initial Assessment.5.4.5
    
    Any work done by the Supplier in producing the Initial Assessment shall
usually be non-chargeable, however where the Account Manager determines the Initial
Assessment to be chargeable, this will be agreed with the Commercial Manager prior to
starting the stage of Initial Assessment.
 Initial Assessment
 Page 47 of 63




---



##### 



5.5.1
    
    The Supplier shall complete the Initial Assessment within ten (10) Working
Days unless agreement to the contrary is reached by the parties in relation to the
Change Request.5.5.2
    
    As applicable to the particular Change Request, the Supplier will assess the
Change Request and shall document and deliver to the Customer the Initial Assessment,
which comprises,
 (i)
    
    the solution options which would satisfy the Change
requested;(ii)
    
    all information as set out in Appendix 2 under the section
entitled Initial Assessment Completed(iii)
    
    an estimate of the Charges and a reasonable breakdown of
same, which would be associated with implementation of the Change requested;
and(iv)
    
    an assessment of how the Change Request maintains or
improves service levels of the Services and affects the Charges.
 5.5.3
    
    The parties acknowledge that the solution options, and other information,
provided during the course of the Change Control process may contain proprietary
information which will be subject to the Confidentiality terms of this Agreement.5.5.4
    
    Agreement to proceed will require authority from the Commercial Manager to
accept charges associated with future stages by signature on (or providing email
approval of) the Change Request Document.
 Acceptance of Initial Assessment
 5.6.1
    
    Commercial Manager shall respond either with agreement to proceed or a
decision not to proceed with the next stage within ten (10) Working Days of receipt of
the Initial Assessment (or as otherwise agreed by the parties in the relevant Change
Request).5.6.2
    
    If the Initial Assessment is rejected and no further work on the Initial
Assessment is to be undertaken, the Change Request shall be closed in accordance with
the cancellation procedures defined in Section 5.11 of this Schedule.5.6.3
    
    If the Initial Assessment is rejected and it is agreed that additional work
on the Initial Assessment is to be conducted, the process will be repeated from
Section 5.5 to determine and revise the Initial Assessment.5.6.4
    
    If the Account Manager and Commercial Manager agree to the Initial
Assessment, then they will indicate such acceptance on the Change Request Document by
signing (or providing email approval of) the appropriate section of the Change Request
Document.5.6.5
    
    Once the parties have accepted the Initial Assessment, a detailed plan may
be prepared if this is indicated as being required. Otherwise this step will be
omitted and the Supplier shall commence implementation as defined in section 5.9
 5.7
    
    Plan
 Page 48 of 63




---



##### 



5.7.1
    
    If required, the Delivery Manager will then coordinate the production of a
plan for the requested change and shall use reasonable efforts to complete the plan
[within 5 days of the finalising of the Initial Assessment]. Each such plan will
include:
 (i)
    
    a schedule for implementation of the Change requested; and(ii)
    
    the Charges which would be associated with implementation
of the requested Change.
 5.7.2
    
    Once the plan has been completed, the Account Manager will attach to the
relevant Change Request Document a copy of the detailed plan and provide to the
Commercial Manager and the Customer Change Manager a copy of such plan.5.7.3
    
    Supplier shall ensure in so far as is reasonably practicable that the
resource allocated to carry out a Change Request shall be the most effective mix of
skills and ability to meet the change.
 5.8
    
    Acceptance of Plan
 5.8.1
    
    Thereafter, the Account Manager and Commercial Manager, will review the
completed plan and determine (i) whether to accept or reject the plan and (ii) if the
plan is rejected, whether to file the Change Request Document and close the matter or
to continue working on the plan.5.8.2
    
    If the plan is rejected and no further work on the plan is to be undertaken,
the change request shall be closed in accordance with the cancellation procedures
defined in Section 5.11 of this Schedule.5.8.3
    
    If the Plan is rejected and it is agreed that additional work on the Plan is
to be conducted, the process will be repeated from Section 5.7 onwards to determine
and approve new estimates for the Initial Assessment and plan.5.8.4
    
    If the Account Manager and Commercial Manager accept the plan and its
commercial terms, then they will indicate such acceptance by signing the appropriate
section of the Change Request Document or by email approval.
 5.9
    
    Implement Solution
 5.9.1
    
    On receiving Customer approval of the plan (or Initial Assessment where a
plan is not required), the Delivery Manager will coordinate the implementation of the
Change requested as per the plan and will periodically provide to the Customer a
report of the current status of the implementation of the Change requested.5.9.2
    
    At any time during the implementation of the solution, the Parties may agree
that either the scope of the Change Request requires amendment or that the
circumstances have changed due to external or internal factors; as a result either
party may request a return to the Plan stage or the Initial Assessment.5.9.3
    
    As applicable to the particular Change Request, the agreed process for
delivery may include a number of checkpoints where stages of the delivery are
approved by the Customer.
 Page 49 of 63




---



##### 



5.9.4
    
    When the requested Change has been successfully implemented, the Delivery
Manager shall indicate such completion by signing the appropriate section of the
Change Request Document.
 5.10
    
    Complete Change Request
 5.10.1
    
    Once implementation has been completed, the Commercial Manager will indicate final
acceptance by signing the appropriate section of the Change Request Document.5.10.2
    
    The Account Manager will thereafter (i) arrange for a final invoice to be sent to
the Customer for any remaining Charges associated with the assessment, planning,
design, build, test, and or implementation as appropriate of the requested Change and
(ii) file the completed, and fully executed, Change Request Document.
 5.11
    
    Cancellation or Suspension
 5.11.1
    
    A Change Request may be cancelled or suspended by the Customer at any stage in this
process, if authorised by the Commercial Manager. In these circumstances, the
Customer will be liable for the Charges due up to the time the Change Request was
cancelled or suspended provided that the Customer approval had been given post the
Initial Assessment. In addition, the Customer may be liable for further Charges
relating to the costs incurred by the Supplier in cancelling or suspending work on the
Change. The Supplier will endeavour to minimise the Charges through redeploying
resources where possible and or cancellation of orders. The Account Manager and the
Commercial Manager shall discuss in good faith the financial implications of such
cancellation or suspension, and agree the Charges to be applied.5.11.2
    
    Once a Change Request has been cancelled, and the final payment terms agreed between
the Customer and Supplier, the Supplier shall file the Change Request Document and
close the matter accordingly.5.11.3
    
    If a Change Request has been suspended all Initial Assessments and detailed plans
prepared for that Change Request become null and void. If the Customer wishes to
continue work on the Change Request, the Account Manager and the Commercial Manager
shall discuss and agree the appropriate assessment or planning phase of the Change
Control Procedures at which work will commence. Restarting work requires the
authorisation of both the Commercial Manager and the Account Manager.
 Page 50 of 63




---



##### 



APPENDIX 1
 
 Page 51 of 63




---



##### 



APPENDIX 2
 Change Request Document
 Change Request No.
Change Request Title:
 Change Requester Details & AuthorisationName of Change Requester:
    
    Date of Request:
//Party Requesting Change:The SupplierCustomerDescription of Change1.1.1.2.Continued on separate sheet  YES/NOReason for Requested ChangeContinued on separate sheet  YES/NO
 Change Request Acknowledgment by the Supplier
 Date Request Received:
//
    
    Change Request Number Issued:Date Number Issued:
//
    
    Number Issuedby:
 Acknowledgement Sent:
//Name of Supplier Delivery Manager:
 Page 52 of 63




---



##### 



Pre-Assessment Estimate:
 
 Pre-Assessment Estimate Accepted
 Each of the signatories below hereby represents that he or she is authorised to agree to
the pre- assessment estimate on behalf of the entity for which he or she has signed:
 The Supplier (Account Manager/Delivery Manager) :
 Name:
    
    Signature:
    
    Date: //Customer (Commercial Manager/Customer Change Manager):Name:
    
    Signature:
    
    Date: //
 Initial Assessment Completed:
 (A copy of the written results of the initial assessment is to be attached.)
 
 Initial Assessment Accepted
 
 
 
 Each of the signatories below hereby represents that he or she is authorised to agree to
the initial assessment estimate on behalf of the entity for which he or she has signed:
 The Supplier (Account Manager) :
 Name:
    
    Signature:
    
    Date: //Customer (Commercial Manager):Name:
    
    Signature:
    
    Date: //
 Page 53 of 63




---



##### 



Detailed
Plan Completed   (A copy of the written results of the detail plan stage is to be attached.)
 Detailed Plan Agreed; Implementation to Commence
 Each of the signatories below hereby represents that he or she is authorised to
accept the Detail Plan on behalf of the entity for which he or she has signed:
 The Supplier (Account Manager) :
 Name:
    
    Signature:
    
    Date: //Customer (Commercial Manager):Name:
    
    Signature:
    
    Date: //
 Change Request Agreed   Each of the signatories below hereby represents that he or she is authorised to
accept the Change Request as completed on behalf of the party for which he or
she has signed:
 The Supplier (Delivery Manager) :
 Name:
    
    Signature:
    
    Date: //Customer (Commercial Manager):Name:
    
    Signature:
    
    Date: //
 Page 54 of 63




---



##### 



Schedule 6  CONTRACT MANAGEMENT
 6.1
    
    Account Manager and Supplier Service Manager
 6.1.1
    
    Appointments.The Supplier shall appoint and inform the Customer of the
identity of a service manager to oversee the delivery of the Services (the Suppliers
Service Manager). In addition the Supplier and Customer shall both appoint and
inform the other of the identity of an account manager (Account Manager) to oversee
the commercial relationship between the Parties. Each Party shall promptly notify
the other Party in writing of any substitutions or replacements of Suppliers Service
Manager or Account Manager, as applicable, and shall take all reasonable steps to
minimise any potentially adverse effects of such changes.6.1.2
    
    Meetings.At least monthly, the Suppliers Service Manager will meet in
person or conference on the telephone, or as the Parties may agree (Service Review
Meeting) the Account Managers and other invited parties from either side (a) to
review the Services and discuss the day-to-day operational issues arising from the
provision of such Services, including any management or financial issues relating to
the Services; and (b) to review the Service Levels provided during the Service Period.
The Supplier shall, in consultation with the Customer Account Manager, prepare (a) a
report regarding the performance of the Services (a Service Report); and (b) minutes
of the Service Review meeting. If the Parties are in dispute in relation to any
matter raised in the Service Review Meeting, either Party may refer such disputed
issue to the Governance Committee.6.1.3
    
    Reports for the Governance Committee.The Account Managers and Suppliers
Service Manager shall work together to prepare reports relating to (i) any issue
requiring escalation to the Governance Committee in accordance with Paragraph 6.1.2
above, and (ii) any other matters the Parties wish to present to the Governance
Committee, including, for example, Suppliers performance of the Services.
 6.2
    
    The Governance Committee
 6.2.1
    
    Composition of the Committee.In accordance with such terms as the Parties
agree, the Parties shall establish a Governance Committee. The Customer Account
Manager shall chair the Governance Committee. Constitution of the remaining members
of the first Governance Committee shall be as as agreed between the Parties in writing
(agreement to any such change not to be unreasonably withheld by either party) from
time to time6.2.2
    
    Objectives.The objective of the Governance Committee is to act as an
escalation point from the Service Review Meeting and for each Party to raise and
address any issues that may arise with respect to the Services, including but not
limited to: (a) issues that have not been resolved between the Account Managers (b)
Change Requests regarding the Services; (c) issues relating to the Services; and (d)
Suppliers performance of the Services.
 Page 55 of 63




---



##### 



6.2.3
    
    Meetings.The Governance Committee shall meet in person or conference by
telephone, or as the Parties may agree, at least quarterly. Meetings of the
Governance Committee may be called upon reasonable
notice by either Party who may co-opt representatives of project or programme
boards as appropriate.6.2.4
    
    Escalation.In the event that any issues raised at a Governance Committee
meeting are not resolved, the issue may be escalated as a Dispute and the parties
shall follow the procedure set out in Paragraph 6.4.6.2.5
    
    Reports.At any meeting of the Governance Committee, the Parties may present
(a) Change Requests under consideration pursuant to the Change Control Procedure; and
(b) any Reports provided that such Change Requests and or Reports have been
distributed to each Governance Committee member prior to such meeting. For the
avoidance of doubt, Change Requests may be made at any time during the Term of this
Agreement.
 6.3
    
    Representatives
 6.3.1
    
    The Account Manager for either Party will be automatically deemed to be the
Representative of that Party.
 6.4
    
    Dispute Resolution.
 6.4.1
    
    Any Dispute which may arise with respect to any matter or thing arising out
of or in relation to this Agreement shall be referred for discussion in good faith and
resolution by the Representative of each party. If agreement is not reached at that
level within 14 days of such referral, the Parties will endeavour to resolve the issue
using the Governance Committee. If the matter cannot be resolved in that forum, the
matter shall be referred to the respective Chief Executive Officers of the Supplier
and the Customer who shall endeavour in good faith to reach agreement within a period
of 14 days from the matter first being referred to them. This Paragraph 6.4.1 shall
not apply to Disputes which have already been referred to the Governance Committee.6.4.2
    
    Any dispute not settled after following the processes set out above either
at Paragraph 6.4.1 or in accordance with Paragraph 6.2 may, by agreement, be referred
to a panel of arbitrators (the Panel) constituted as follows:
 
    
    the parties shall appoint one member each; and
    
    the third member who shall act as chairman of the Panel shall be appointed
by the President for the time being of the International Chamber of Commerce.
 6.4.3
    
    Each party shall pay the fees and disbursements of its own member and half
the fees and disbursements of the chairman of the Panel.6.4.4
    
    Arbitration proceedings under this clause may be commenced by any party to a
dispute following failure by the respective Chief Executive Officers of both Parties
to resolve the issue in the timeframe outlined in this clause, by:
 Page 56 of 63




---



##### 




    
    serving upon the other or others notice of its intention to refer such
dispute to arbitration and nominating a member of the Panel; and
    
    requesting the President of the International Chamber of Commerce for the
time being to appoint a chairman of the Panel.
 6.4.5
    
    The Panel shall determine its own rules of procedure.6.4.6
    



The Panel will have the right to allocate the costs of the arbitration as
between the parties.
 Page 57 of 63




---



##### 



Schedule 7  Security
 7.1
    
    Purpose
 7.1.1
    
    This schedule addresses:
 
    
    access to the Supplier Production Environment. This includes system,
application, local and remote access;
    
    data security. This includes the requirements to restrict the data
presented and fields to selected groups of users; and
    
    physical security. Applicable to locations and equipment where the
Customer data is held and/or from which the Services are delivered.
 7.1.2
    
    References to security in this schedule refer to security from risk of loss,
misuse, theft, damage and destruction, as applicable, of the relevant item.7.1.3
    
    Supplier agrees that it will work with the Customer to ensure that all
relevant security measures, standards, processes and arrangements implemented in
accordance with this Schedule will be consistent with ICE group security standards
(the ICE Group Standards) which are currently in place, and as such ICE Group
Standards might change from time to time.
 7.2
    
    Requirements
 7.2.1
    
    Physical Security
 
    
    Supplier will ensure that all CPS hardware installed on the Supplier
managed premises is situated in areas with adequate physical security
controls.
    
    Supplier shall be responsible for ensuring the physical location where the
Service is delivered from is secure. Access to the Production and Back Up
location shall be via a recognised mechanism, e.g. swipecard, keypad etc.
All Supplier Production and Back Up Environments will be housed within
appropriately managed industry standard machine rooms.
 7.2.2
    
    Passwords
 
    
    All access to the system shall be controlled by username and password.
Passwords shall be of a minimum length, have no repetition within an agreed
period and be forcibly changed on a monthly basis.
    
    All unused accounts shall be automatically de-activated after one (1)
Month.
    
    Supplier shall create, amend and delete ICE Clear users access rights to
the applications within a 24 hour period from the initial request.
 7.2.3
    
    System Access
 
    
    Supplier shall ensure that any required update access to:
 o
    
    the operating system;o
    
    the database; ando
    
    the application code
 Page 58 of 63




---



##### 




    
    Suppliers application shall provide a rules based facility that allow
subsets of the Data to be presented to the User. They shall include:
 o
    
    all Data;o
    
    Data by Clearing Member Firm; ando
    
    Data by Clearing Member Firm and associated
Non Clearing Member Firms and/or registered traders;
 7.2.4
    
    Supplier shall ensure that changes to the application are tested before
release into the Production Environment.7.2.5
    
    In providing CPS the Supplier will ensure that all Data on the System is
held securely and only made available in accordance with the permissions specified by
the Customer;7.2.6
    
    Supplier shall ensure that appropriate back ups of both the system and
standing data are maintained in line with commercially reasonable efforts.
 7.3
    
    Audit, Reporting and Security Reviews
 7.3.1
    
    Appropriate audit trail mechanisms must be enabled on key systems including:
 
    
    Accounting (including login failures and process termination states);
    
    Auditing (including changes to accounts and break in attempts); and
    
    TCP logging (including records of all TCP/IP connections to the systems).
 7.3.2
    
    From time to time the Supplier may change the level of auditing required and
such changes will use the Change Control Procedures, as set out in Schedule 5.7.3.3
    
    The Supplier shall use the Serious Incident Management service (as described
in the Service Level Agreement in Schedule 2) to respond to any serious information
security incidents.7.3.4
    
    On commencement of this Agreement, Supplier shall appoint or nominate a
representative to be a specific point of contact on any security matters or concerns
in relation to provision of the Services.7.3.5
    
    The Supplier will host a quarterly information security forum to review
events within the previous period and, where appropriate, present any proposed
improvements for the next period.
 Page 59 of 63




---



##### 



Schedule 8  NCC Escrow Form
 (Please complete where applicable after consultation with your Escrow Account Manager).
 To avoid delays please ensure that all parts of this form have been completed before returning to NCC Group.
 For orders for non-standard agreements please enclose a copy of the amended proposed agreement with all
amendments duly highlighted and also e-mail a soft copy to the Account Manager.
 NCC Group cannot commence work until we have received commitment to payment. Please therefore ensure that
you have completed the payment details in Section 7.
 By submitting this order form to NCC Group you agree to be bound by NCC Groups Standard Terms and
Conditions for Escrow Solutions orders and/or for Verification Services where applicable (available upon
request).
  Section 1  Please tick the party who will be responsible for payment of thefollowing fees when they become due and payable
    
    Owner
    
    Licensee
    
    DistributorInitial feeNon-standard agreement feeAnnual fee(s)Integrity plus feeFull verification feeEscrow secure feeEscrow complete feeDeposit update fee(s)Release fee
  Agreement type (e.g. single licensee, development etc.)
Name of Material to be deposited (e.g. s/w package name)
Who is responsible for depositing material
Who is contractually bound to maintain the material under the licence/maintenance agreement
  Company NameRegistered Office AddressCompany Registration No.Correspondence AddressVAT No.Contact NameJob Title
    
    FaxPhone
    
    e-mail
  Company NameRegistered Office AddressCompany Registration No.Correspondence AddressVAT No.Contact NameJob Title
    
    FaxPhone
    
    e-mail
 Page 60 of 63




---



##### 



Company NameRegistered Office AddressCompany Registration No.Correspondence AddressVAT No.Contact NameJob Title
    
    FaxPhone
    
    e-mail
  Fee type
    
    33.2.1..1.1.1      Description of fees
    
    Unit Price
    
    Qty
    
    CostInitial Agreement Set-Up
    
    For any agreement payable before commencement of work.
    
    £945
    
    
    
    £Non-standard
Agreement
    
    Minimum charge for non-standard agreements payable before
commencement of work. Work in excess of 2 hours will be
charged at £150 per hour or part thereof, which will be
invoiced separately.
    
    From £345
    
    
    
    £Single Licensee
Annual*
    
    Single agreement annual fees, payable on signature of
agreement and thereafter in advance of each anniversary.
    
    £795
    
    
    
    £Multi Licensee
Annual*
    
    Payable per licensee upon registration under the agreement and
thereafter in advance of each anniversary. A Minimum Annual
Fee is payable if less than 2 Licensees are registered on any
anniversary of agreement.
    
    £670
    
    
    
    £Financial Model Annual
    
    Payable on signature of agreement and thereafter in advance of
each anniversary.
    
    £945
    
    
    
    £Integrity Plus Testing Fee
    
    Material to be deposited under the Escrow agreement is
collected, integrity tested and audited at owners site by NCC
Group. Payable upon completion of on-site testing.
    
    £3,450 + expenses
    
    
    
    £Full Verification Service Fee
    
    Full Verification Service which ensures that the deposited
Source Code can be built into the latest working application.
Payable upon completion of on-site testing.
    
    £7,750 + expenses
    
    
    
    £Repeat Full Verification Fee
    
    Repeat of a Full Verification. Payable upon completion of
on-site testing.
    
    £7,250 + expenses
    
    
    
    £Escrow Secure Fee
    
    Comprehensive Escrow protection including cost of Initial fee
& Full Verification fee. 20% of fee payable before
commencement of work and 80% payable upon completion of the
Full Verification.
    
    £8,550 + expenses
    
    
    
    £Escrow Now
    
    Full Verification conducted at NCC Group. Payable upon
completion of testing.
    
    From £10,995
    
    
    
    £Escrow Complete Fee
    
    Full Verification at both the Owners and Licensees sites.
50% payable upon completion of each Full Verification.
    
    From £15,250 + expenses
    
    
    
    £Please indicate the calendar month in which you require any ordered testing services to be carried
out.
    
    Month:Fee for Scheduled 
Update
    
    Per deposit after the first, invoiced on signature of the
agreement and on each anniversary - £225 per unscheduled
deposit
    
    £150
    
    
    
    £Release
    
    Payable per licensee on release request.
    
    £100 +
expenses
    
    
    
    £Please Note: Credit card and BACS payment methods are available on request.
    
    Sub Total
    
    £ Web Escrow & Development Escrow need a minimum of 3 additional scheduled updates
    
    VAT Prices are effective until 31.10.07.
    
    @ 17.5%
    
    £*For Staggered Release agreements an annual fee will also be payable by the DistributorFixed price for one or dual deposits.
    
    Total
    
    £
  Invoice (please quote official Purchase Order number)
    
    PO No:Cheque attached (please make payable to NCC Services Ltd)
    
    Cheque No:
 Page 61 of 63




---



##### 



NameSignature
    
    DatePositionCompanyIf the invoicing address is different from above, please indicate:Name of person to be invoicedAddress
 Page 62 of 63




---



##### 



Dated
    
    
    2007
 ATOS EURONEXT MARKET SOLUTIONS LIMITED
  ICE CLEAR EUROPE LIMITED
 
 MANAGED SERVICES AGREEMENT