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

** **

**Exhibit 10.1**

 

**HYPERFEEDTECHNOLOGIES, INC.,**

**MONEYLINETELERATE, and**

**REUTERSLIMITED**

**TRADINGROOM 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                          |
|                                   |                                        |  |  |  |

 

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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 underthe laws of England and Wales (**“Reuters”**) andHyperFeed Technologies, Inc., a Delaware corporation (**“Licensee”**).

 

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

 

NOW, THEREFORE, theParties (as defined below) agree as follows:

 

**1.****                                      DEFINITIONS**

 

**“Acquisition Agreement”**shallhave the meaning set forth in Section 15.8.

 

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

 

**“Additional Services”**shallhave 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 generallyavailable by Licensor to customers of the system for the purpose of buildingapplications which can indirectly communicate with the infrastructurecomponents without the direct use of protocols and semantics which areproprietary to the TRS Software.

 

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

 

**“Damages”**meansany losses, damages, fees, costs (including reasonable attorney’s fees) orliabilities as further set forth herein.

 

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

 

**“Derivative Works”**shallhave the meaning set forth in 17 USC Section 101.

 

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

 

“**EffectiveDate**” has the meaning set forth in Section 15.10.

 

**“Fee”** shallhave the meaning set forth in Section 5.1.

 

“**Feedhandler**”means an application sub-component of the Licensee Platform external to theinfrastructure components that indirectly publishes data into theinfrastructure via the Client API.  Eachfile 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 anyDerivative Works Licensee creates pursuant to Section 4.3 of this Agreement.

 

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

 

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

 

“**ReferencePlatform**” means Sun Microsystems SPARC hardware running the Solaris2.6 operating system.

 

**“Schedule”**meansany schedule attached to this Agreement.

 

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

 

**“Site”** meansthe 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 thedate of delivery to Licensee

 

**“Sublicensee”**meansany third party who receives a limited non-transferable license to the LicenseePlatform or Licensee Desktop.

 

“**TelerateActive8**” means the object code of the Telerate Active8 software.

 

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

 

**“Transaction”**meansthe transaction contemplated by the Acquisition Agreement.

 

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

 

**2.****                                      TERM**

 

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

 

**3.****                                      DELIVERY**

 

3.1.                              Licensorshall deliver the TRS Software to the Site on the Delivery Date.

 

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

 

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

 

3.4.                              Licensorshall certify in writing to Licensee when delivery of the Software has beencompleted.

 

**4.****                                      LICENSES**

 

4.1.                              Licensor hereby grants to Licensee aperpetual, exclusive (except as set forth in Sections 4.6 and 4.11) license inthe Territory, effective as of the Effective Date, to use the TRS Software andDocumentation and modify the TRS Software, in source code form, to createDerivative Works,

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

 

4.2.                              Licensorhereby grants to Licensee a perpetual, exclusive (except as set forth in Sections 4.6 and 4.11) license effective as of the Effective Date, todistribute and sublicense the TRS Software and/or Licensee Platform, togetherwith Documentation related thereto, as part of a software platform for thedistribution of market data in a Customer Deployment, Managed Deployment orShared Deployment model that permits users and applications to either publishmarket data to the platform and/or subscribe to market data from the platform,for use within the Territory.

 

4.3.                              Licensorhereby grants to Licensee a perpetuallicense in the Territory to use the Active8 Software and modify the Active8Software to create Derivative Works, and to manufacture, reproduce, and havereproduced such Derivative Works.  Thelicense granted in this Section 4.3 shall be exclusive (except as set forth inSections 4.6 and 4.11) to Licensee for a period of two years from the EffectiveDate, except that Licensor shall have the rights to grant similar licenses withrespect to the Active8 Software in connection with sales of all or any portionof its or its Affiliates’ business.

 

4.4.                              Licensorhereby grants to Licensee a perpetual, non-exclusive license, effective as of the Effective Date, todistribute and sublicense the Licensee Desktop together with any Documentationrelated thereto, for use within the Territory. Each sublicense to the LicenseeDesktop may only be granted in connection with a license to the LicenseePlatform and only for use to connect to the Licensee Platform.

 

4.5.                              Licenseeshall require each Sublicensee to enter an agreement that protects Licensor’srights 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 solong as the exclusive nature of the corresponding agreement specified thereinremains in effect as to TRS Software or Telerate Active8; provided that uponexpiration or termination of such agreement or such exclusive nature, the “Territory”shall include such corresponding region. ***

 

4.7.                              Licenseemay license Feedhandlers to existing customers of Licensor for use with the TRSSoftware in object code form supplied to those customers by Licensor.  Where Licensor makes an update to the ClientAPI generally available, it will make that update available to Licensee. Otherthan Feedhandlers, Licensee shall not sell or license any individual componentsof the Licensee Platform to existing customers of Licensor for use withsoftware supplied to those customers by Licensor, unless Licensee, bycontracting directly with that customer, assumes full responsibility forsupporting the TRS Software in object code form provided to that customer byLicensor.

 

4.8.                              Nothingin this Agreement shall be construed as preventing either party from providingsource code of the TRS Software or Active8 Software to an escrow agent pursuantto a standard source code escrow agreement.

 

4.9.                              Licenseeshall be responsible for obtaining third party licenses, to the degree any arenecessary to use the Software, Licensee Desktop or Licensee Platform.  Upon request by Licensee, Licensor shallprovide reasonable assistance in facilitating Licensee’s procurement of suchthird party licenses.  Attached hereto asSchedule C is a true and correct list of all third party licenses that arerequired to use the Software on the Delivery Date.

 

4.10.                        Notrademark license is conferred under this Agreement.  Licensee shall, however, have the right todisclose to third parties that Licensee Platform and Licensee Desktop are basedon TRS or Telerate’s Active8 technology, as appropriate, provided that, in eachinstance, there is a statement made in close proximity and of equal size andfont that the Licensee Platform and Licensee Desktop are not Reuters productsand are not supported by Reuters.

 

4.11.                        Nothingin this Agreement shall be construed as preventing Licensor from making, using,selling or otherwise exploiting the Software or Documentation for its ownbenefit, however, Licensor agrees that it shall not grant rights similar tothose granted in Section 4.1 in a general public license.

 

**5.****                                      FEES**

 

5.1.                              Licenseeagrees to pay to Licensor a fee for the licenses set forth herein and supportand maintenance (the **“Fee”**) as setforth on Schedule D.

 

5.2.                              Licenseeagrees to pay Licensor one-half of the cost reasonably incurred by Licensor inmaking the modifications set forth in the definition of the Active8 Softwareand otherwise preparing the Active8 Software for Licensee.  Licensee’s share of this cost shall notexceed $50,000.  Licensor shall provideLicensee with necessary documentation to evidence the costs incurred in suchactions.

 

5.3.                              Licensorwill promptly provide Licensee a written invoice providing reasonable detail ofany expenses properly incurred by Licensor under this Agreement.

 

5.4.                              Licenseewill 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 therelevant invoice*. *Ifany tax in the nature of withholding tax is payable on any sums invoiced underthis Agreement, Licensee will pay Licensor such amount as is necessary toensure that the net amount received by Licensor after such withholding shall beequal to the amount invoiced.

 

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

 

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

 

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**6.****                                      SUPPORTAND MAINTENANCE**

 

6.1.                              Licensorwill provide commercially reasonable support and maintenance necessary tocompile the source code and generate version 4.6 of the TRS Softwareexecutables (other than the TRS Optional Components, but includingObserver/Observer+) to be run on the Reference Platform, which may includetraining for a limited number of Licensee representatives.  Thereafter, Licensor will providecommercially reasonable, limited support, to be agreed between the parties ingood faith.  The entire period of supportwill extend from the Delivery Date until the end of the sixth month after theDelivery Date.  Each party will provide asingle point of contact for all services provided under this Agreement.

 

6.2.                              Licenseewill reimburse Licensor for all costs reasonably incurred in connection withtraining, including reasonable travel expenses.

 

6.3.                              Licenseewill not be entitled to any further software, developments, improvements orother alterations made after the Delivery Date.

 

6.4.                              Fora period of two years after Licensor’s support obligation under Section 6.1 hasexpired, Licensee may wish to purchase additional services from Licensor (each,an **“Additional Service”**).  In that instance, Licensee shall providereasonably detailed written notice setting forth the proposed AdditionalService.  Within ten (10) Business Daysof receipt of such notice, Licensor will notify the requesting party whether itagrees to provide the proposed Additional Service and if so, any requirementsnecessary in order to provide the proposed Additional Service.  If the parties agree, they shall create aschedule for each Additional Service setting forth a description of suchAdditional Service, the time period during which such Additional Service willbe provided, the reasonable charge, if any, for such Additional Service and anyother terms applicable thereto.  Licensor’sdecision whether to provide any Additional Service under this Section 6.4 shallbe made in its sole discretion; nothing in this Agreement shall be construed toobligate Licensor to provide any Additional Service under this Section 6.4.

 

6.5.                              Underno circumstances is Licensor responsible for support of any Derivative Workscreated from the Software.

 

6.6.                              Nothingin this Agreement shall be construed to obligate Licensor to create anyaddition or supplement to the Documentation.

 

6.7.                              As soon as reasonably practicable followingthe 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 followingthe Effective Date, but not later than one month after the Effective Date,Licensor shall deliver to Licensee a copy of the Licensee Desktop; providedthat Licensor shall endeavor to provide Licensee with a version of the LicenseeDesktop to be used for demonstration purposes only, and not for disseminationto third parties, by June 15, 2005.  Assoon as reasonably practicable following the Effective Date, but not later thanthree months after the Effective Date, Licensor shall deliver to Licensee acopy of the Active8 Software.

 

**7.****                                      PROPRIETARYRIGHTS, TITLE AND DERIVATIVE WORKS**

 

7.1.                              Licenseeacknowledges and agrees that the copyright, patent, trade secret, trademark andall other intellectual property rights of whatever nature in the Software, andDocumentation are and will remain the property of Licensor, and nothing in thisAgreement should be construed as transferring any aspects of such rights toLicensee or any third party, other than specifically set forth herein.

 

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

 

7.3                                 Notwithstanding anything to theforegoing, Licensee shall retain all rights in and to the material itcontributes to any Derivative Works created pursuant to this Agreement, andLicensor shall have no rights thereto.

 

**8.****                                      WARRANTY**

 

8.1.                              Licensorwarrants to Licensee that:  (a) Licensorhas the right to perform its obligations set forth under this Agreement and inparticular to grant the licenses hereunder; (b) Licensor is the sole and exclusive owner of all right, title andinterest in and to, or has valid and continuing rights to use, sell, license ortransfer, as the case may be, the Software free and clear of all encumbrancesor obligations to others; and (c) the use, practice or other commercialexploitation of the Software does not infringe or violate any patent, copyrightor trade secret.

 

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

 

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

 

**9.****                                      LICENSEE’SRESPONSIBILITIES**

 

9.1.                              Licenseewill cooperate with Licensor and provide any necessary assistance to allowLicensor to perform Licensor’s obligations under this Agreement.

 

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

 

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commercially reasonableefforts to provide a safe and secure work environment at the Site for Licensorpersonnel performing support and maintenance service; and (c) provide allfacilities reasonably necessary for Licensor to carry out Licensor’s obligationsunder this Agreement.

 

**10.****                               INDEMNITY**

 

10.1.                        Licenseehereby indemnifies and agrees to defend and hold harmless Licensor and itsaffiliates, officers, employees and directors, or any third party provider ofequipment, software, information or services for Licensor from and against anyand 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 Workssupplied by or created by Licensee under this Agreement, (b) any breach of ordefault under the terms or conditions of this Agreement by Licensee, (c) theuse or possession, by Licensee or any third parties via Licensee of any part ofthe Software, Documentation or any Derivative Works supplied by or created byLicensee under this Agreement, (d) any negligence, gross negligence or willfulmisconduct by or on behalf of Licensee or its employees or agents

 

10.2.                        Licenseeagrees that any Sublicensee will be required to enter into an agreement withLicensee containing indemnification language to the benefit of Licensorsubstantially similar to that set forth in Section 10.1.

 

10.3.                        Licensorhereby indemnifies and agrees to defend and hold harmless Licensee and itsaffiliates, officers, employees and directors from and against any and allDamages, demands, claims, actions, proceedings, liabilities, losses, fees,costs or expenses (including without limitation reasonable attorneys’ fees andthe costs of any investigation) directly or indirectly arising from a breach ofLicensor’s warranties under section 8.1.

 

**12.****                               LIMITATIONOF LIABILITY**

 

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

 

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

 

**13.****                               TERMINATION**

 

13.1.                        Thelicenses hereunder will remain in effect for the Term unless terminated inaccordance with Section 13.2 or 13.3.

 

13.2.                        Licensormay terminate this Agreement upon written notice to Licensee only if anArbitration Tribunal (constituted pursuant to Section 15.4) holds or declaresthat the Licensee has:  (a) committed amaterial breach of this Agreement which is incapable of remedy or  (b)  committed any other materialbreach of this Agreement which is capable of remedy, which breach remaineduncured for at least 30 days after notice was given of the breach.

 

13.3.                        Upontermination of this Agreement, Licensee shall cease using the Software andpromptly (and in any event within one month) return or destroy at Licensor’sdirection all copies of the Software and Documentation, and return sufficientevidence of such to Licensor.  Licenseeshall 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 Softwareand Documentation have been returned, deleted or destroyed as directed byLicensor. If Licensee fails to do so Licensor shall be entitled to repossessand remove any Software and Documentation from Licensee and any Sublicensee.

 

**14.****                               EMPLOYEES**

 

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

 

**15.****                               GENERAL**

 

15.1.                        ThisAgreement sets out the entire understanding between the parties relating toLicensee’s purchase and use of the license to the Software and replaces allprior proposals, understandings and other agreements, oral and written betweenthe parties relating to the subject matter of this Agreement.

 

15.2.                        Ifany 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 thisAgreement.

 

15.3.                        ThisAgreement shall be binding upon the parties and their permitted successors andassigns.  Licensee may assign all of therights and obligations hereunder in their entirety, in connection with atransfer of the business using the Licenses granted hereunder.  Any attempted assignment in violation of thisSection 15.3  is void.

 

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

 

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the ICC rules. Thearbitration proceedings shall take place in New York City, Borough ofManhattan. The language of all arbitration proceedings shall be English. Thefindings 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 ofcompetent jurisdiction.

 

15.5.            Notices

 

(a)                      Anynotice to be given under this Agreement may be delivered by hand delivery,registered mail (or the equivalent in the country where the notice isdelivered) 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)                                 Noticesgiven by hand delivery shall be addressed to the person at the address or byfacsimile shall be addressed to the person at the number set out in paragraphA, above.

 

(c)                                  Eitherparty may change the person, address and facsimile number notices are to bedelivered to, by giving notice to the other party in accordance with thisSection 15.5.

 

(d)                                 Noticesshall be deemed to have been received: (i) if hand delivered, on the daydelivered; (ii) if sent by registered mail, on the third business day afterbeing sent; or (iii) if sent by facsimile, on the day sent provided thetransmitting facsimile machine produces a report verifying successfulcompletion of the transmission.

 

15.6.                        Licensorshall, upon prior written notice, be entitled to, at its expense, have a thirdparty of its choice to conduct a financial and technical audit of Licensee’srecords software, facilities and/or personnel to the extent reasonablynecessary to ensure that Licensor is being paid all amounts properly due toLicensor by Licensee under this Agreement, and specifically, to determine thenumber of Licensee Desktops being licensed or otherwise in use.  Such audits shall be conducted no more thanonce every six months and will be conducted so as not to disrupt the businessof Licensee.  Notwithstanding theforegoing, Licensee shall have no obligation to provide Licensor anyinformation that could reasonably identify Licensee’s customers.

 

15.7.                        Sections5, 7, 8.1(a), 8.2, 10, 11, 12, 13.3, 14, 15.6 and 15.9 shall survive thetermination of this Agreement for any reason. Section 8.1(b) and (c) shall survive for two (2) years from theEffective Date.

 

15.8.                        ThisAgreement may only be amended by the parties in writing, signed by duly authorizedrepresentatives of the parties and, prior to the Effective Date, ReutersLimited.

 

15.9. The parties willtreat and hold as confidential any information concerning the businesses andaffairs of the other parties that is not already generally available to thepublic (including the terms of this Agreement) (“Confidential Information”),refrain from using any of the Confidential Information except in connectionwith this Agreement, and deliver promptly to the appropriate party suchinformation or destroy, at the request and option of the appropriate party, alltangible embodiments (and all copies) of the Confidential Information which arein his, her, or its possession. In the event that any of the parties isrequested or required (by oral question or request for information or documentsin any legal proceeding, interrogatory, subpoena, civil investigative demand,or similar process) to disclose any Confidential Information, such party willnotify the party to whom the information relates promptly of the request orrequirement so that such party may seek an appropriate protective order orwaive compliance with this provision. If, in the absence of a protective orderor the receipt of a waiver hereunder, any of the parties is, on the advice ofcounsel, compelled to disclose any Confidential Information to any tribunal orelse stand liable for contempt, such party may disclose the ConfidentialInformation to the tribunal; provided, however, that such party shall use his,her, or its reasonable best efforts to obtain, at the reasonable request ofparty to whom the information relates, an order or other assurance thatconfidential treatment will be accorded to such portion of the ConfidentialInformation required to be disclosed as such party shall designate.  If either party wishes to make a pressrelease or otherwise disclose the relationship between Licensor and Licensee asit relates to this Agreement, the party wishing to make the disclosure shallnot do so without the written consent of the other party, such consent not tobe unreasonably withheld.  Prior to theEffective Date or such earlier date as may be agreed in writing by Licensor andReuters, Licensee may not market, or otherwise contact, have discussions withor enter into agreements with potential customers with respect to, the LicenseePlatform or the Licensee Desktop.

 

15.10.                  Theobligations of the parties under this Agreement shall become effective onlyupon the date (the **“Effective Date”**)of the Closing under and as defined in the Stock and Asset Purchase Agreementdated 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

 

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otherwise modified fromtime to time (the **“Acquisition Agreement”**)(other than Sections 14.1 and 15.9, which shall be effective immediately).  In the event the Acquisition Agreement isterminated prior to the Effective Date, this Agreement shall terminatesimultaneously therewith.

 

15.11.                  Notwithstandinganything in this Agreement to the contrary, Licensee agrees to be bound by, besubject to, comply with, and take all necessary action required under the termsof the Commitments Letter dated 20 May 2005 from Reuters and Moneyline TelerateHoldings, Inc. to the European Commission or any requirements of the EuropeanCommission under such Commitments Letter. Licensee agrees that it shall not assert any claim or liability againstthe Monitoring Trustee under and as defined in such Commitments Letter or anyof its employees or agents.  This Section15.11 shall survive termination of this Agreement.

 

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**SCHEDULE A**

 

**TELERATE TRADING ROOM SYSTEMSOFTWARE**

 

***

 

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**Site**

 
| **Street**              |   | 600 Commons Drive,  Suite 110 |
|-------------------------|--------|-------------------------------|
| **City**                |   | Aurora                        |
| **State/Region/County** |   | Illinois                      |
| **ZIP/Post Code**       |   | 60504                         |
| **Country**             |   | USA                           |

 

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**SCHEDULEB**

 

**LIMITATIONSON PERMITTED SUBLICENSES (BY JURISDICTION)**

 

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

 

**Sub-Saharan Africa, in accordancewith the Distribution Agreement, dated December 4, 2001, between MoneylineTelerate and Green Rose Trading (Pty) Ltd.**

 

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

 

**With respect to Italy (includingVatican City and San Marino Republic, “Italy”), any distribution andsublicensing of the Licensee Platform and Licensee Desktop are subject to thefollowing restrictions in accordance with the Distribution Agreement, datedSeptember 15, 2002, between Moneyline Telerate International and TelerateItalia S.p.A.:**

**(i)****                                    mustbe “private labeled” products; and**

**(ii)****                                usersmust not be substantially domiciled in Italy, but must have a global ormultinational reach.**

 

**Indonesia, in accordance with theDistribution Agreement, dated as of April 1, 1999, between TelerateInternational Inc. and Antara News Agency.**

 

**Korea, in accordance with theDistribution Agreement, dated December 11, 2000, between Bridge InformationSystems (International) Inc. and Yonhap News Agency.**

 

**India, Sri Lanka, Bhutan,Bangladesh and Nepal, in accordance with the Distribution Agreement, dated July1, 2002, between Moneyline Telerate International and Indian Quotation SystemsPrivate Limited.**

 

**Colombia, in accordance with theSupply and Technical Support Agreement, dated October 1, 1998, between TelerateInternational, Inc. and Telequote Ltda.**

 

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

 

10

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**SCHEDULEC**

 

**REQUIREDTHIRD 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                                                                |

 

----

 

**SCHEDULED**

 

**FEES**

 

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

 

This fee includesunlimited Licensee Desktop licenses for the Customer Deployment and ManagedDeployment Models.  Licenses for users ofthe Licensee Desktop connected to the Shared Deployment Model can be purchasedfrom Licensor as follows:

 

*** (US) per license forthe first *** users

*** (US) per license forall subsequent users

 

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

 

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

 

----

 

**SCHEDULEE**

 

**LOSS OF SUPPORT:**

 

Licensee (together with its affiliates) hires:

 

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

 

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

 

**SUPPORT OBLIGATIONS:**

 

Licensee (together with its affiliates) hires:

 

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

 

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

 

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

 

**TRSEMPLOYEES**

 

***

 

13

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