***TEXT OMITTED AND FILED SEPARATELY.  CONFIDENTIAL TREATMENT REQUESTED BY HYPERFEED
TECHNOLOGIES, INC. UNDER 17 C.F.R. SECTIONS 200.80(b)(4) AND 200.83 AND UNDER
RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED


 


Exhibit 10.1


 


HYPERFEED
TECHNOLOGIES, INC.,


MONEYLINE
TELERATE, and


REUTERS
LIMITED


TRADING
ROOM SYSTEM SOFTWARE AND DESKTOP LICENSE AGREEMENT


 


 


	
  ACCEPTED:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  BY:
  HYPERFEED TECHNOLOGIES, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
  Signature:

  	
   

  	
  /s/ Paul Pluschkell

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  NAME:

  	
  PAUL
  PLUSCHKELL

  
	
  TITLE:

  	
  CEO

  
	
   

  	
   

  
	
  DATE:

  	
  MAY
  20, 2005

  
	
   

  	
   

  
	
  ACCEPTED:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  BY:

  	
  MONEYLINE
  TELERATE

  
	
   

  	
   

  
	
   

  	
   

  
	
  Signature:

  	
   

  	
  /s/ Adam Ableman

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  NAME:

  	
  ADAM
  ABLEMAN

  
	
  TITLE:

  	
  GENERAL
  COUNSEL

  
	
   

  	
   

  
	
  DATE:

  	
  MAY
  20, 2005

  
	
   

  	
   

  
	
  ACCEPTED:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  BY:

  	
  REUTERS
  LIMITED

  
	
   

  	
   

  
	
   

  	
   

  
	
  Signature:

  	
   

  	
  /s/ Rosemary Martin

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  NAME:

  	
  ROSEMARY
  MARTIN

  
	
  TITLE:

  	
  GENERAL
  COUNSEL AND COMPANY SECRETARY

  
	
   

  	
   

  
	
  DATE:

  	
  MAY
  20, 2005

  
					



 





















 


THIS TRADING ROOM SYSTEM SOFTWARE LICENSE AGREEMENT
(this “Agreement”) is entered into on May
[Date], 2005, by and between Moneyline Telerate, a Delaware corporation (“Licensor”), Reuters Limited, a corporation organized under
the laws of England and Wales (“Reuters”) and
HyperFeed Technologies, Inc., a Delaware corporation (“Licensee”).


 


WHEREAS, Licensor wishes to grant a license pursuant
to the terms set forth below and Licensee wishes to obtain that license;


 


NOW, THEREFORE, the
Parties (as defined below) agree as follows:


 


1.                                      DEFINITIONS


 


“Acquisition Agreement” shall
have the meaning set forth in Section 15.8.


 


“Active8 Software” means
the source code of version 2.11 of the Telerate Active8 software excluding any
remote update facility and modified to work only with the TRS Software and to
remove all references to the term “Active8” or any other Licensor trademark or
any term similarly confusing thereto.


 


“Additional Services” shall
have the meaning set forth in section 6.4.


 


“Agreement”
shall have the meaning set forth in the preamble to this agreement.


 


“Client API”
means any sub-component of the TRS Software which has been made generally
available by Licensor to customers of the system for the purpose of building
applications which can indirectly communicate with the infrastructure
components without the direct use of protocols and semantics which are
proprietary to the TRS Software.


 


“Customer Deployment”
means a Licensee Platform that is physically located in a location owned or
leased by Licensee’s customer.


 


“Damages” means
any losses, damages, fees, costs (including reasonable attorney’s fees) or
liabilities as further set forth herein.


 


“Delivery Date”
means the date on which the TRS Software has been delivered to the Site, such
date not to occur before the Effective Date.


 


“Derivative Works” shall
have the meaning set forth in 17 USC Section 101.


 


“Documentation”
means, as the context requires, the pre-existing user, and system documentation
for the Software including any copies of any of the above.


 


“Effective
Date” has the meaning set forth in Section 15.10.


 


“Fee” shall
have the meaning set forth in Section 5.1.


 


“Feedhandler”
means an application sub-component of the Licensee Platform external to the
infrastructure components that indirectly publishes data into the
infrastructure via the Client API.  Each
file within a Feedhandler must contain at least one string with the reference “Hyperfeed”
in it and any executable file of each Feedhandler must include a “command line”
switch option to obtain the version information which states that “Hyperfeed”
is the licensor.


 


“Licensee Desktop”
means the object or executable code form of the Active8 Software and any
Derivative Works Licensee creates pursuant to Section 4.3 of this Agreement.


 


“Licensee Platform” means
the object or executable code form of the TRS Software and any Derivative Works
Licensee creates pursuant to this Agreement.


 


“Managed Deployment”
means a Licensee Platform that is hosted and/or managed by Licensee for
Licensee’s customer on a one to one basis.


 


“Reference
Platform” means Sun Microsystems SPARC hardware running the Solaris
2.6 operating system.


 


“Schedule” means
any schedule attached to this Agreement.


 


“Shared Deployment”
means a Licensee Platform that is hosted and/or managed by Licensee for
multiple Licensee customers.


 


“Site” means
the site, set out in Schedule A, where Licensor shall deliver the Software.


 


“Software”
means the TRS Software, Active8 Software and the Licensee Desktop as of the
date of delivery to Licensee


 


“Sublicensee” means
any third party who receives a limited non-transferable license to the Licensee
Platform or Licensee Desktop.


 


“Telerate
Active8” means the object code of the Telerate Active8 software.


 


“Territory”
shall have the meaning set forth in Section 4.6.


 


“Transaction” means
the transaction contemplated by the Acquisition Agreement.


 


“TRS Software”
means the source and object code forms of the computer programs set out in Schedule
A.


 


2.                                      TERM


 


2.1.                              All
licenses granted by Licensor under this Agreement shall be for the term stated,
subject to earlier termination in accordance with the terms and conditions as
set forth herein.


 


3.                                      DELIVERY


 


3.1.                              Licensor
shall deliver the TRS Software to the Site on the Delivery Date.


 


3.2.                              Licensee
agrees to prepare, at Licensee’s expense, a suitable area at the Site for the
TRS Software in accordance with reasonable instructions to be furnished by
Licensor to Licensee a reasonable time prior to the Delivery Date.


 


3.3.                              Licensee
shall acknowledge in writing within five days after the Software or the
relevant part has been delivered to the Site. 
If Licensee does not furnish such acknowledgement within five days, the
Software or relevant part shall be deemed to have been delivered.


 


3.4.                              Licensor
shall certify in writing to Licensee when delivery of the Software has been
completed.


 


4.                                      LICENSES


 


4.1.                              Licensor hereby grants to Licensee a
perpetual, exclusive (except as set forth in Sections 4.6 and 4.11) license in
the Territory, effective as of the Effective Date, to use the TRS Software and
Documentation and modify the TRS Software, in source code form, to create
Derivative Works,


2





















 


and
to manufacture, reproduce, and have reproduced such Derivative Works.


 


4.2.                              Licensor
hereby grants to Licensee a perpetual, 
exclusive (except as set forth in Sections 4.6 and 4.11) license effective as of the Effective Date, to
distribute and sublicense the TRS Software and/or Licensee Platform, together
with Documentation related thereto, as part of a software platform for the
distribution of market data in a Customer Deployment, Managed Deployment or
Shared Deployment model that permits users and applications to either publish
market data to the platform and/or subscribe to market data from the platform,
for use within the Territory.


 


4.3.                              Licensor
hereby grants to Licensee a perpetual
license in the Territory to use the Active8 Software and modify the Active8
Software to create Derivative Works, and to manufacture, reproduce, and have
reproduced such Derivative Works.  The
license granted in this Section 4.3 shall be exclusive (except as set forth in
Sections 4.6 and 4.11) to Licensee for a period of two years from the Effective
Date, except that Licensor shall have the rights to grant similar licenses with
respect to the Active8 Software in connection with sales of all or any portion
of its or its Affiliates’ business.


 


4.4.                              Licensor
hereby grants to Licensee a perpetual, non-exclusive license, effective as of the Effective Date, to
distribute and sublicense the Licensee Desktop together with any Documentation
related thereto, for use within the Territory. Each sublicense to the Licensee
Desktop may only be granted in connection with a license to the Licensee
Platform and only for use to connect to the Licensee Platform.


 


4.5.                              Licensee
shall require each Sublicensee to enter an agreement that protects Licensor’s
rights in substantially the same manner set forth in this Agreement.


 


4.6.                              The
“Territory” shall be global, excluding each region listed in Schedule B for so
long as the exclusive nature of the corresponding agreement specified therein
remains in effect as to TRS Software or Telerate Active8; provided that upon
expiration or termination of such agreement or such exclusive nature, the “Territory”
shall include such corresponding region. 
***


 


4.7.                              Licensee
may license Feedhandlers to existing customers of Licensor for use with the TRS
Software in object code form supplied to those customers by Licensor.  Where Licensor makes an update to the Client
API generally available, it will make that update available to Licensee. Other
than Feedhandlers, Licensee shall not sell or license any individual components
of the Licensee Platform to existing customers of Licensor for use with
software supplied to those customers by Licensor, unless Licensee, by
contracting directly with that customer, assumes full responsibility for
supporting the TRS Software in object code form provided to that customer by
Licensor.


 


4.8.                              Nothing
in this Agreement shall be construed as preventing either party from providing
source code of the TRS Software or Active8 Software to an escrow agent pursuant
to a standard source code escrow agreement.


 


4.9.                              Licensee
shall be responsible for obtaining third party licenses, to the degree any are
necessary to use the Software, Licensee Desktop or Licensee Platform.  Upon request by Licensee, Licensor shall
provide reasonable assistance in facilitating Licensee’s procurement of such
third party licenses.  Attached hereto as
Schedule C is a true and correct list of all third party licenses that are
required to use the Software on the Delivery Date.


 


4.10.                        No
trademark license is conferred under this Agreement.  Licensee shall, however, have the right to
disclose to third parties that Licensee Platform and Licensee Desktop are based
on TRS or Telerate’s Active8 technology, as appropriate, provided that, in each
instance, there is a statement made in close proximity and of equal size and
font that the Licensee Platform and Licensee Desktop are not Reuters products
and are not supported by Reuters.


 


4.11.                        Nothing
in this Agreement shall be construed as preventing Licensor from making, using,
selling or otherwise exploiting the Software or Documentation for its own
benefit, however, Licensor agrees that it shall not grant rights similar to
those granted in Section 4.1 in a general public license.


 


5.                                      FEES


 


5.1.                              Licensee
agrees to pay to Licensor a fee for the licenses set forth herein and support
and maintenance (the “Fee”) as set
forth on Schedule D.


 


5.2.                              Licensee
agrees to pay Licensor one-half of the cost reasonably incurred by Licensor in
making the modifications set forth in the definition of the Active8 Software
and otherwise preparing the Active8 Software for Licensee.  Licensee’s share of this cost shall not
exceed $50,000.  Licensor shall provide
Licensee with necessary documentation to evidence the costs incurred in such
actions.


 


5.3.                              Licensor
will promptly provide Licensee a written invoice providing reasonable detail of
any expenses properly incurred by Licensor under this Agreement.


 


5.4.                              Licensee
will pay any sums due by Licensee to Licensor under this Agreement in full,
without any right to set-off or deduction, within 30 days of the date of the
relevant invoice.  If
any tax in the nature of withholding tax is payable on any sums invoiced under
this Agreement, Licensee will pay Licensor such amount as is necessary to
ensure that the net amount received by Licensor after such withholding shall be
equal to the amount invoiced.


 


5.5.                              Licensee
will be responsible for all applicable sales, use, value added or similar taxes
or taxes payable with respect to the provision of the Software, the Licensee
Platform or Licensee Desktop, or arising out of or in connection with this
Agreement, other than taxes based upon Licensor’s income.  If Licensor pays any such taxes on Licensee’s
behalf Licensee agrees to reimburse Licensor for such payment.


 


5.6.                              If
Licensee fails to pay any amounts invoiced under this Agreement in full within
the time period specified in Section 5, Licensee will be liable to pay Licensor
interest at the rate of 1.5% per month on the remaining amount due, such
interest to accrue on a daily basis from the due date until actual payment.


 


3





















 


6.                                      SUPPORT
AND MAINTENANCE


 


6.1.                              Licensor
will provide commercially reasonable support and maintenance necessary to
compile the source code and generate version 4.6 of the TRS Software
executables (other than the TRS Optional Components, but including
Observer/Observer+) to be run on the Reference Platform, which may include
training for a limited number of Licensee representatives.  Thereafter, Licensor will provide
commercially reasonable, limited support, to be agreed between the parties in
good faith.  The entire period of support
will extend from the Delivery Date until the end of the sixth month after the
Delivery Date.  Each party will provide a
single point of contact for all services provided under this Agreement.


 


6.2.                              Licensee
will reimburse Licensor for all costs reasonably incurred in connection with
training, including reasonable travel expenses.


 


6.3.                              Licensee
will not be entitled to any further software, developments, improvements or
other alterations made after the Delivery Date.


 


6.4.                              For
a period of two years after Licensor’s support obligation under Section 6.1 has
expired, Licensee may wish to purchase additional services from Licensor (each,
an “Additional Service”).  In that instance, Licensee shall provide
reasonably detailed written notice setting forth the proposed Additional
Service.  Within ten (10) Business Days
of receipt of such notice, Licensor will notify the requesting party whether it
agrees to provide the proposed Additional Service and if so, any requirements
necessary in order to provide the proposed Additional Service.  If the parties agree, they shall create a
schedule for each Additional Service setting forth a description of such
Additional Service, the time period during which such Additional Service will
be provided, the reasonable charge, if any, for such Additional Service and any
other terms applicable thereto.  Licensor’s
decision whether to provide any Additional Service under this Section 6.4 shall
be made in its sole discretion; nothing in this Agreement shall be construed to
obligate Licensor to provide any Additional Service under this Section 6.4.


 


6.5.                              Under
no circumstances is Licensor responsible for support of any Derivative Works
created from the Software.


 


6.6.                              Nothing
in this Agreement shall be construed to obligate Licensor to create any
addition or supplement to the Documentation.


 


6.7.                              As soon as reasonably practicable following
the Effective Date, but not later than one week after the Effective Date,
Licensor shall deliver to Licensee a copy of the TRS Software.  As soon as reasonably practicable following
the Effective Date, but not later than one month after the Effective Date,
Licensor shall deliver to Licensee a copy of the Licensee Desktop; provided
that Licensor shall endeavor to provide Licensee with a version of the Licensee
Desktop to be used for demonstration purposes only, and not for dissemination
to third parties, by June 15, 2005.  As
soon as reasonably practicable following the Effective Date, but not later than
three months after the Effective Date, Licensor shall deliver to Licensee a
copy of the Active8 Software.


 


7.                                      PROPRIETARY
RIGHTS, TITLE AND DERIVATIVE WORKS


 


7.1.                              Licensee
acknowledges and agrees that the copyright, patent, trade secret, trademark and
all other intellectual property rights of whatever nature in the Software, and
Documentation are and will remain the property of Licensor, and nothing in this
Agreement should be construed as transferring any aspects of such rights to
Licensee or any third party, other than specifically set forth herein.


 


7.2.                              Title
in the Software and Documentation will remain with Licensor at all times.  Licensee will not allow the Software or
Documentation to become the subject of any lien, encumbrance or mortgage.


 


7.3                                 Notwithstanding anything to the
foregoing, Licensee shall retain all rights in and to the material it
contributes to any Derivative Works created pursuant to this Agreement, and
Licensor shall have no rights thereto.


 


8.                                      WARRANTY


 


8.1.                              Licensor
warrants to Licensee that:  (a) Licensor
has the right to perform its obligations set forth under this Agreement and in
particular to grant the licenses hereunder; (b) 
Licensor is the sole and exclusive owner of all right, title and
interest in and to, or has valid and continuing rights to use, sell, license or
transfer, as the case may be, the Software free and clear of all encumbrances
or obligations to others; and (c) the use, practice or other commercial
exploitation of the Software does not infringe or violate any patent, copyright
or trade secret.


 


8.2.                              Licensor
represents and warrants that Tables 1 and 2 of Schedule A is a complete list of
the components of the standard software platform marketed by Licensor as the
Telerate Trading Room System as it is provided to customers by Telerate as of
the Effective Date.


 


8.3.                              THE
WARRANTIES SET FORTH IN THIS AGREEMENT ARE LIMITED WARRANTIES AND ARE THE ONLY
WARRANTIES MADE BY LICENSOR.  LICENSOR
EXPRESSLY EXCLUDES ALL OTHER WARRANTIES EXPRESS OR IMPLIED INCLUDING WARRANTIES
OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.  LICENSOR DOES NOT WARRANT THAT THE SYSTEM
WILL MEET LICENSEE’S REQUIREMENTS OR THAT THE OPERATION OF THE SYSTEM WILL BE
UNINTERRUPTED OR ERROR FREE, OR THAT ALL ERRORS OR DEFECTS IN THE SYSTEM CAN BE
CORRECTED. THE SYSTEM IS PROVIDED “AS IS” AND “WITH ALL FAULTS.”


 


9.                                      LICENSEE’S
RESPONSIBILITIES


 


9.1.                              Licensee
will cooperate with Licensor and provide any necessary assistance to allow
Licensor to perform Licensor’s obligations under this Agreement.


 


9.2.                              Licensee
will:  (a) allow Licensor access to the
Site and the Software upon reasonable prior written notice; (b) use


 


4





















 


commercially reasonable
efforts to provide a safe and secure work environment at the Site for Licensor
personnel performing support and maintenance service; and (c) provide all
facilities reasonably necessary for Licensor to carry out Licensor’s obligations
under this Agreement.


 


10.                               INDEMNITY


 


10.1.                        Licensee
hereby indemnifies and agrees to defend and hold harmless Licensor and its
affiliates, officers, employees and directors, or any third party provider of
equipment, software, information or services for Licensor from and against any
and all Damages, demands, claims, actions, proceedings, liabilities, losses,
fees, costs or expenses (including without limitation reasonable attorneys’
fees and the costs of any investigation) directly or indirectly arising from
(a) use of or reliance on the Software, Documentation or any Derivative Works
supplied by or created by Licensee under this Agreement, (b) any breach of or
default under the terms or conditions of this Agreement by Licensee, (c) the
use or possession, by Licensee or any third parties via Licensee of any part of
the Software, Documentation or any Derivative Works supplied by or created by
Licensee under this Agreement, (d) any negligence, gross negligence or willful
misconduct by or on behalf of Licensee or its employees or agents


 


10.2.                        Licensee
agrees that any Sublicensee will be required to enter into an agreement with
Licensee containing indemnification language to the benefit of Licensor
substantially similar to that set forth in Section 10.1.


 


10.3.                        Licensor
hereby indemnifies and agrees to defend and hold harmless Licensee and its
affiliates, officers, employees and directors from and against any and all
Damages, demands, claims, actions, proceedings, liabilities, losses, fees,
costs or expenses (including without limitation reasonable attorneys’ fees and
the costs of any investigation) directly or indirectly arising from a breach of
Licensor’s warranties under section 8.1.


 


12.                               LIMITATION
OF LIABILITY


 


12.1.                        TO
THE EXTENT PERMITTED BY LAW, UNDER NO CIRCUMSTANCES WILL LICENSOR’S LIABILITY
UNDER THIS AGREEMENT EXCEED THE FEE.


 


12.2.                        LICENSOR
AND LICENSEE WILL HAVE NO LIABILITY WITH RESPECT TO THEIR RESPECTIVE
OBLIGATIONS UNDER THIS AGREEMENT OR OTHERWISE FOR CONSEQUENTIAL, EXEMPLARY,
SPECIAL, INCIDENTAL OR PUNITIVE DAMAGES INCLUDING, BUT NOT LIMITED TO, LOSS OR
DAMAGE TO DATA, LOSS OF BUSINESS OR LOST PROFITS.


 


13.                               TERMINATION


 


13.1.                        The
licenses hereunder will remain in effect for the Term unless terminated in
accordance with Section 13.2 or 13.3.


 


13.2.                        Licensor
may terminate this Agreement upon written notice to Licensee only if an
Arbitration Tribunal (constituted pursuant to Section 15.4) holds or declares
that the Licensee has:  (a) committed a
material breach of this Agreement which is incapable of remedy or  (b)  committed any other material
breach of this Agreement which is capable of remedy, which breach remained
uncured for at least 30 days after notice was given of the breach.


 


13.3.                        Upon
termination of this Agreement, Licensee shall cease using the Software and
promptly (and in any event within one month) return or destroy at Licensor’s
direction all copies of the Software and Documentation, and return sufficient
evidence of such to Licensor.  Licensee
shall delete all copies of Software residing in memory on any computer.
Licensee shall, within one month from the effective date of the termination,
certify in writing by an officer or director that all copies of the Software
and Documentation have been returned, deleted or destroyed as directed by
Licensor. If Licensee fails to do so Licensor shall be entitled to repossess
and remove any Software and Documentation from Licensee and any Sublicensee.


 


14.                               EMPLOYEES


 


14.1.                        If
prior to six months after the Effective Date, Licensee takes any of the actions
specified under “Loss of Support” on Schedule E, Licensee will notify Licensor
thereof and Licensor’s obligations under 6.1 will immediately terminate. If,
prior to 12 months after the Effective Date, Licensee takes any of the actions
specified under “Support Obligations” on Schedule E, Licensee will notify
Licensor thereof and thereafter Licensor will have the right to request on one
month’s notice, and Licensee shall be required to provide, reasonable support
for the TRS Software to Licensor at commercially reasonable rates and terms for
up to 7 months after Licensee’s having taken any such actions.


 


15.                               GENERAL


 


15.1.                        This
Agreement sets out the entire understanding between the parties relating to
Licensee’s purchase and use of the license to the Software and replaces all
prior proposals, understandings and other agreements, oral and written between
the parties relating to the subject matter of this Agreement.


 


15.2.                        If
any part of this Agreement that is not fundamental is found to be illegal or unenforceable,
this shall not affect the validity or enforceability of the remainder of this
Agreement.


 


15.3.                        This
Agreement shall be binding upon the parties and their permitted successors and
assigns.  Licensee may assign all of the
rights and obligations hereunder in their entirety, in connection with a
transfer of the business using the Licenses granted hereunder.  Any attempted assignment in violation of this
Section 15.3  is void.


 


15.4.                        This
Agreement shall be deemed to have been executed in the State of New York and
shall be governed by and construed in accordance with the laws of the State of
New York.  Any dispute arising out of or
in connection with this Agreement shall be finally settled by arbitration under
the Rules of Arbitration of the International Chamber of Commerce (the “ICC”).
The arbitrator or arbitrators (“Arbitration Tribunal”) shall be chosen in
accordance with


 


5





















 


the ICC rules. The
arbitration proceedings shall take place in New York City, Borough of
Manhattan. The language of all arbitration proceedings shall be English. The
findings of the arbitrator(s) shall be final and binding on the parties.
Judgment on the award of the arbitrator(s) may be entered in any court of
competent jurisdiction.


 


15.5.            Notices


 


(a)                      Any
notice to be given under this Agreement may be delivered by hand delivery,
registered mail (or the equivalent in the country where the notice is
delivered) or facsimile to the following:


 


	
  For Licensor:

  	
   

  	
  Telerate

  
	
   

  	
   

  	
  233 Broadway

  
	
   

  	
   

  	
  24th Floor

  
	
   

  	
   

  	
  New York, NY 10279

  
	
   

  	
   

  	
  Attn: Adam Ableman

  
	
   

  	
   

  	
   

  
	
  With a copy to:

  	
   

  	
  Latham & Watkins

  
	
   

  	
   

  	
  885 Third Avenue

  
	
   

  	
   

  	
  New York, NY 10022

  
	
   

  	
   

  	
  Attn: David Allinson

  



 


	
  For Licensee:

  	
   

  	
  HyperFeed Technologies,
  Inc.

  
	
   

  	
   

  	
  300 South Wacker Drive

  
	
   

  	
   

  	
  Suite 300

  
	
   

  	
   

  	
  Chicago, Illinois 60606

  
	
   

  	
   

  	
  Attn: Paul Pluschkell

  
	
   

  	
   

  	
  Fax No.:

  
	
   

  	
   

  	
   

  
	
  With a copy to:

  	
   

  	
  Jenner & Block LLP

  
	
   

  	
   

  	
  One IBM Plaza

  
	
   

  	
   

  	
  Chicago, Illinois 60611

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Fax No.

  
	
   

  	
   

  	
   

  
	
  For Reuters:

  	
   

  	
  c/o Reuters America LLC

  
	
   

  	
   

  	
  3 Times Square

  
	
   

  	
   

  	
  New York, New York
  10036

  
	
   

  	
   

  	
  Name: General Counsel

  
	
   

  	
   

  	
  Fax No. 646-223-4250

  



 


(b)                                 Notices
given by hand delivery shall be addressed to the person at the address or by
facsimile shall be addressed to the person at the number set out in paragraph
A, above.


 


(c)                                  Either
party may change the person, address and facsimile number notices are to be
delivered to, by giving notice to the other party in accordance with this
Section 15.5.


 


(d)                                 Notices
shall be deemed to have been received: (i) if hand delivered, on the day
delivered; (ii) if sent by registered mail, on the third business day after
being sent; or (iii) if sent by facsimile, on the day sent provided the
transmitting facsimile machine produces a report verifying successful
completion of the transmission.


 


15.6.                        Licensor
shall, upon prior written notice, be entitled to, at its expense, have a third
party of its choice to conduct a financial and technical audit of Licensee’s
records software, facilities and/or personnel to the extent reasonably
necessary to ensure that Licensor is being paid all amounts properly due to
Licensor by Licensee under this Agreement, and specifically, to determine the
number of Licensee Desktops being licensed or otherwise in use.  Such audits shall be conducted no more than
once every six months and will be conducted so as not to disrupt the business
of Licensee.  Notwithstanding the
foregoing, Licensee shall have no obligation to provide Licensor any
information that could reasonably identify Licensee’s customers.


 


15.7.                        Sections
5, 7, 8.1(a), 8.2, 10, 11, 12, 13.3, 14, 15.6 and 15.9 shall survive the
termination of this Agreement for any reason. 
Section 8.1(b) and (c) shall survive for two (2) years from the
Effective Date.


 


15.8.                        This
Agreement may only be amended by the parties in writing, signed by duly authorized
representatives of the parties and, prior to the Effective Date, Reuters
Limited.


 


15.9. The parties will
treat and hold as confidential any information concerning the businesses and
affairs of the other parties that is not already generally available to the
public (including the terms of this Agreement) (“Confidential Information”),
refrain from using any of the Confidential Information except in connection
with this Agreement, and deliver promptly to the appropriate party such
information or destroy, at the request and option of the appropriate party, all
tangible embodiments (and all copies) of the Confidential Information which are
in his, her, or its possession. In the event that any of the parties is
requested or required (by oral question or request for information or documents
in any legal proceeding, interrogatory, subpoena, civil investigative demand,
or similar process) to disclose any Confidential Information, such party will
notify the party to whom the information relates promptly of the request or
requirement so that such party may seek an appropriate protective order or
waive compliance with this provision. If, in the absence of a protective order
or the receipt of a waiver hereunder, any of the parties is, on the advice of
counsel, compelled to disclose any Confidential Information to any tribunal or
else stand liable for contempt, such party may disclose the Confidential
Information to the tribunal; provided, however, that such party shall use his,
her, or its reasonable best efforts to obtain, at the reasonable request of
party to whom the information relates, an order or other assurance that
confidential treatment will be accorded to such portion of the Confidential
Information required to be disclosed as such party shall designate.  If either party wishes to make a press
release or otherwise disclose the relationship between Licensor and Licensee as
it relates to this Agreement, the party wishing to make the disclosure shall
not do so without the written consent of the other party, such consent not to
be unreasonably withheld.  Prior to the
Effective Date or such earlier date as may be agreed in writing by Licensor and
Reuters, Licensee may not market, or otherwise contact, have discussions with
or enter into agreements with potential customers with respect to, the Licensee
Platform or the Licensee Desktop.


 


15.10.                  The
obligations of the parties under this Agreement shall become effective only
upon the date (the “Effective Date”)
of the Closing under and as defined in the Stock and Asset Purchase Agreement
dated as of December 20, 2004 by and among Reuters Limited, Reuters S.A.,
Moneyline Telerate Holdings, Inc., and the subsidiaries thereof party thereto,
as the same may be amended or


 


6





















 


otherwise modified from
time to time (the “Acquisition Agreement”)
(other than Sections 14.1 and 15.9, which shall be effective immediately).  In the event the Acquisition Agreement is
terminated prior to the Effective Date, this Agreement shall terminate
simultaneously therewith.


 


15.11.                  Notwithstanding
anything in this Agreement to the contrary, Licensee agrees to be bound by, be
subject to, comply with, and take all necessary action required under the terms
of the Commitments Letter dated 20 May 2005 from Reuters and Moneyline Telerate
Holdings, Inc. to the European Commission or any requirements of the European
Commission under such Commitments Letter. 
Licensee agrees that it shall not assert any claim or liability against
the Monitoring Trustee under and as defined in such Commitments Letter or any
of its employees or agents.  This Section
15.11 shall survive termination of this Agreement.


 


7





















 


SCHEDULE A


 


TELERATE TRADING ROOM SYSTEM
SOFTWARE


 


***


 





















 


Site


 


	
  Street

  	
   

  	
  600 Commons Drive,
  Suite 110

  
	
  City

  	
   

  	
  Aurora

  
	
  State/Region/County

  	
   

  	
  Illinois

  
	
  ZIP/Post Code

  	
   

  	
  60504

  
	
  Country

  	
   

  	
  USA

  



 


9





















 


SCHEDULE
B


 


LIMITATIONS
ON PERMITTED SUBLICENSES (BY JURISDICTION)


 


Greece, Cyprus, Spain and
Portugal, in accordance with the Distribution Agreement, dated March 7, 2002,
between Moneyline Telerate and Famanet Holdings Ltd.


 


Sub-Saharan Africa, in accordance
with the Distribution Agreement, dated December 4, 2001, between Moneyline
Telerate and Green Rose Trading (Pty) Ltd.


 


Belgium, Luxembourg and the
Netherlands, in accordance with the Distribution Agreement, dated January 27,
2004, between Moneyline Telerate (UK) Ltd. and MarketXS.com B.V.


 


With respect to Italy (including
Vatican City and San Marino Republic, “Italy”), any distribution and
sublicensing of the Licensee Platform and Licensee Desktop are subject to the
following restrictions in accordance with the Distribution Agreement, dated
September 15, 2002, between Moneyline Telerate International and Telerate
Italia S.p.A.:


(i)                                    must
be “private labeled” products; and


(ii)                                users
must not be substantially domiciled in Italy, but must have a global or
multinational reach.


 


Indonesia, in accordance with the
Distribution Agreement, dated as of April 1, 1999, between Telerate
International Inc. and Antara News Agency.


 


Korea, in accordance with the
Distribution Agreement, dated December 11, 2000, between Bridge Information
Systems (International) Inc. and Yonhap News Agency.


 


India, Sri Lanka, Bhutan,
Bangladesh and Nepal, in accordance with the Distribution Agreement, dated July
1, 2002, between Moneyline Telerate International and Indian Quotation Systems
Private Limited.


 


Colombia, in accordance with the
Supply and Technical Support Agreement, dated October 1, 1998, between Telerate
International, Inc. and Telequote Ltda.


 


Japan, in accordance with the
Exclusive Distributor Agreement, dated October 17, 2001, by and between
Moneyline Telerate International, QUICK Corp. (“Quick”), and Quick MoneyLine
Telerate Corp. (“QMT”), until completion of the transactions contemplated by
the Merger Agreement between Reuters Japan Ltd., Quick and QMT.


 


10





















 


SCHEDULE
C


 


REQUIRED
THIRD PARTY LICENSES


 


	
  3rd Party Software

  	
   

  	
  Dependency

  
	
  Xmeter GUI

  	
   

  	
  TRS - Publicly built
  binaries for this public-domain utility.

  
	
  perl

  	
   

  	
  TRS -
  Install/Configuration utilities, where not packaged with the OS

  
	
  gtar

  	
   

  	
  TRS -
  Install/Configuration utilities, where not packaged with the OS

  
	
  gnumake

  	
   

  	
  TRS 3.x API

  
	
  rcs

  	
   

  	
  TRS 3.x API

  
	
  FreeType library

  	
   

  	
  TRS - TCT for UNIX

  
	
  GD library

  	
   

  	
  TRS - TCT for UNIX

  
	
  PNG library

  	
   

  	
  TRS - TCT for UNIX

  
	
  Apache Xerces library

  	
   

  	
  TRS - TCT for UNIX

  
	
  Java JRE from SUN

  	
   

  	
  TRS - Observer+

  
	
  Firebird Database

  	
   

  	
  TRS - Observer+

  
	
  Application Server
  Tomcat

  	
   

  	
  TRS - Observer+

  
	
  RFunc library

  	
   

  	
  TRS - Observer+

  
	
  XSQL Servlet

  	
   

  	
  TRS - Observer+

  
	
  JRA/JDBC Driver

  	
   

  	
  TRS - Observer+

  
	
  VBA Run-Time package
  from Microsoft

  	
   

  	
  Active8

  



 





















 


SCHEDULE
D


 


FEES


 


$1,000,000, 25% payable
January 15, 2006 and the remainder payable January 15, 2007.


 


This fee includes
unlimited Licensee Desktop licenses for the Customer Deployment and Managed
Deployment Models.  Licenses for users of
the Licensee Desktop connected to the Shared Deployment Model can be purchased
from Licensor as follows:


 


*** (US) per license for
the first *** users


*** (US) per license for
all subsequent users


 


Notwithstanding the
foregoing, Licensee shall be entitled to unlimited users of the Licensee
Desktop, without payment of any specific fees in respect thereof, following ***
after the Effective Date


 


Licensee shall report to
Licensor, within one month of the end of each calendar quarter, the maximum
number of users with access to Licensee Desktop during such quarter.


 





















 


SCHEDULE
E


 


LOSS OF SUPPORT:


 


Licensee (together with its affiliates) hires:


 


o            any of the employees listed in section (1) below and
marked with an asterisk, or


 


o            more than 50% of the employees listed in either
section (1) or (2) below


 


SUPPORT OBLIGATIONS:


 


Licensee (together with its affiliates) hires:


 


o            more than 2/3 of the employees listed in any of
sections (1), (2), (3) or (4), or


 


o            more than 1/3 of the employees listed in any such
section in any three-month period


 


The foregoing does not apply to, and all calculations
will exclude, any employees terminated by Licensor prior to such employees
being solicited or hired by Licensee.


 


TRS
EMPLOYEES


 


***


 


13