Exhibit 10.8(b)
INTERNAL DISTRIBUTION SERVICES AGREEMENT
Dated as of: April 21, 1997
Between
MULTEX SYSTEMS, INC.
and
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & COMPANY
EXHIBITS
A Fees
B Services
C Third Party Software
D Perpetual Licenses
E Multex or Company Provided Equipment
ATTACHMENTS
A Third Party License Requirements for End Users
AGREEMENT FOR
INTERNAL ELECTRONIC DISTRIBUTION SERVICES AGREEMENT
THIS AGREEMENT FOR INTERNAL ELECTRONIC DISTRIBUTION SERVICES ("Agreement") is
made and entered into as of April 10, 1997, by and between ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ &
Company LLC, with offices at ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
(hereinafter referred to as "Company"), and MULTEX SYSTEMS, INC., a Delaware
corporation with offices at ▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇.▇. ▇▇▇▇▇ (hereinafter
referred to as "Multex"). Multex and Company shall be referred to herein as the
"Parties".
RECITALS
A. Company creates, produces and develops various Documents including but not
limited to market data, Morning Meeting Notes and/or Published Research
Reports (Research) or other documents of Company or its independent
branches and subsidiaries and Third Party Research as determined by Company
("the Research and other documents are collectively known as "Documents"),
all in accordance with Company's own access and entitlement policies.
B. Company desires to disseminate and distribute the Documents internally
within the Company.
C. Multex via its proprietary Multex Express software ("Multex Software")
electronically receives the Documents and distributes the Documents to
others (hereinafter collectively the "Services"). (See exhibit B.)
D. Company desires that Multex provide the Services to enable Company to
distribute the Documents within the Company.
In consideration of the mutual promises and covenants hereinafter contained, the
parties hereto agree as follows:
1. Scope of Services.
(a) Company grants to Multex the non-exclusive right to
obtain and distribute the Documents via the Multex Software to
investment professionals and others within the Company or as otherwise
designated by the Company. Multex agrees to provide the Services and
the Services listed on Exhibits A and B hereto (or any additional
related services) to the Company subject to the payment of the fee as
set forth in Exhibit A. As part of the Services Multex grants to
Company a non-exclusive, non-transferable license to use Multex
Software, including software licensed from third parties identified in
Exhibit C ("Third Party Software") in accordance with the provisions
of Attachment A
(Third Party License Requirements for End Users) which is incorporated
and made a part of this Agreement for the term of this Agreement.
Multex Software and the Third Party Software contained therein is
sometimes referred to as the Software or Multex Software.
(b) Any equipment i.e., computers, servers, etc. ("Equipment") to be
provided by Multex or Company is set forth in Exhibit E.
(c) The Company may use the Services only for internal distribution within
the Company.
(d) Multex will provide maintenance of the Multex Software. Maintenance
will consist of diagnosis and correction of errors in the Multex
Software providing upgrades in the nature of bug fixes and maintenance
updates as characterized by Multex. Multex shall also provide
telephone support on normal business days during normal business hours
solely to support personnel of the Company.
2. Independent Contractor.
Multex (and its employees), in performance of this Agreement, is acting as
an independent contractor. Personnel supplied by Multex hereunder are not
Company's personnel or agents, and Multex assumes full responsibility for
their acts. Multex shall be solely responsible for the payment of
compensation, benefits, insurance and taxes relating to Multex's employees
assigned to perform services hereunder. Notwithstanding the foregoing,
Multex (and its employees) shall abide by Company rules and regulation
while visiting Company premises.
3. Costs.
Company is solely responsible for the costs relating to (i) the development
of the Documents and (ii) the delivery of the Documents to Multex and (iii)
the distribution of the Documents within the Company. Such costs include
the costs of Company's telecommunication lines, telephones, modems,
computers, magnetic tape, magnetic tape delivery and messenger services.
4. Term.
(a) The term of this Agreement shall be for [Confidential Portion Omitted]
beginning on April 1, 1997 and terminating on [Confidential Portion
Omitted] The Agreement shall automatically renew for successive
[Confidential Portion Omitted] periods unless either Multex or Company
terminates the Agreement thirty (30) days prior to the expiration of
each renewal period. In addition this Agreement may be terminated by
either Multex or the Company at any time
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subsequent to [Confidential Portion Omitted] upon 60 days prior
written to the non-terminating party.
(b) Notwithstanding the term set forth above, in the event either party to
this Agreement shall fail to perform or observe any material term,
covenant, agreement or warranty, the other party may immediately
terminate this Agreement if such failure is not corrected within 30
days after delivery of written notice thereof to the other party
(provided however if the failure cannot reasonably be corrected within
30 days and the defaulting party has commenced performance during such
thirty (30) day period and proceeds to cure the default, the time for
curing such default shall be extended for such period as may be
necessary to cure the default.
(c) If, during the term of this Agreement, either party shall cease doing
business or if a petition in bankruptcy shall be filed (voluntary or
involuntary) with respect to a party, the other party may terminate
this Agreement upon 10 days' written notice to the other party.
(d) In the event the Agreement is not renewed or is terminated, or
canceled pursuant to this Agreement, Company shall return any
Equipment, Software, documentation, or other materials provided to it
by Multex pursuant to this Agreement, except such software identified
in Exhibit C as may be perpetually licensed to Company hereunder.
5. Indemnity.
(a) Multex agrees to defend and/or handle at its own cost and expense any
claim or action against Company, its parent company, and its other
their subsidiaries and/or affiliated companies, for actual or alleged
infringement of any patent, copyright, trademark or other property
right (including, but not limited to, misappropriate of trade secrets)
("Infringement") based on Services, and/or other materials furnished
to Company by Multex pursuant to the terms of this Agreement
including, without limitation, Multex Software and the Third Party
Software included therein. Multex further agrees to indemnify and
hold Company, its parent company, and its or their subsidiaries and/or
affiliated companies, and any of their clients, harmless from and
against any and all liabilities, losses, damages, costs and expenses
(including, but not limited to, attorneys' fees, costs, and
disbursements) associated with any such claim or action resulting from
the Infringement. In the event of an Infringement, Multex may
immediately terminate this Agreement, or substitute non-infringing
equally functional Services or Software.
(b) Company shall indemnify, hold harmless, defend or settle, at its sole
expense, any action or claim brought against Multex based upon or
arising out of any
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infringement by the Documents of any patent, copyright or proprietary
rights of any third party. Company shall pay and indemnify Multex for
any costs, damages, expenses or liabilities (including reasonable
attorney fees) incurred by Multex as a result of any claim or action
which are attributable to such infringement. Multex agrees to notify
Company promptly in writing after it obtains notice of such claim. In
the event Multex is enjoined or otherwise prohibited from using the
Documents, Company may, at its sole expense, (a) procure for Multex
the right to continue using the Documents, or (b) substitute a non-
infringing version of the Documents in a manner satisfactory to Multex
so that the Documents becomes non-infringing version of the Documents
and still conforms to the technical specifications. In lieu of the
foregoing, Company may terminate the Agreement.
6. Confidential Information.
(a) "Confidential Information" shall mean (i) information which is marked
as confidential.
(b) Each party shall hold the Confidential Information of the other party
in trust and confidence for the other party and shall not reproduce,
disclose to any person, firm or enterprise, or use for its own
benefit, any such Confidential Information (except as specifically
permitted or contemplated by this Agreement).
(c) Without limiting the generality of the foregoing, "Confidential
Information" will not include information that (i) is already
rightfully known to a party at the time it is obtained from the other
party, free from any obligation to keep such information confidential;
(ii) is or becomes publicly known through no wrongful act of either
party; (iii) is rightfully received from a third party without
restriction and without breach of this Agreement; (iv) is
independently acquired or developed by a party without breach of any
obligation hereunder; or (v) is required to be disclosed pursuant to
law, governmental regulation, or court order, provided that the
disclosing party first notifies the other party in order to give such
party a reasonable opportunity to challenge the disclosure.
7. Limitation of Liability.
(a) Multex will use its reasonable best efforts to provide the Services to
the Company. However, Company understands that Multex cannot and does
not guarantee the content, accuracy, timeliness or availability of the
Documents or the accuracy, timeliness and availability of the
Services. Accordingly, Company agrees Multex shall not have any
liability or obligation to Company (whether caused directly or
indirectly) relating to the (i) interruption, delay or failure in the
transmission, delivery or distribution of the Services or
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Documents or (ii) the unavailability of Multex Software or the
Services or (iii) the accuracy of the Documents or (iv) the acts or
omissions of the Company; unless however any of the foregoing result
from the gross negligence, fraud or willful misconduct of Multex.
Multex's sole liability to Company for claims, notwithstanding the
form of such claims (e.g., contract, negligence or otherwise), arising
out of items (i) through (iv) above, shall be to use reasonable best
efforts to resume the Services and/or to make Multex Software
available to Company as promptly as reasonably practicable.
(b) Multex shall not have any obligation or liability to Company or any
third party (i) relating to, or arising out of the displaying or
furnishing of the Documents, including the information contained
therein, (ii) for errors or omissions in connecting, transmitting,
processing, disseminating, displaying or distributing the Documents,
or (iii) for the accuracy of the Documents or securities or
commodities information and prices displayed, carried or furnished by
or through the Services (iv) for the accuracy or display of Company's
data and information.
(c) Except for Multex's liability under Paragraph 6, Multex's maximum
liability hereunder for any other cause, not exculpated hereunder,
whether in tort or contract, shall not exceed the lesser of (i) actual
damages or (ii) one month's charges paid by the Company for the
services.
(d) As used in this paragraph, the term "Multex" or Multex Software shall
include each third party who provides Multex with any portion of the
Services. Such third party shall not have any direct or indirect
liability to Company for monetary damage on account of the Services
provided, or to be provided by Multex hereunder.
8. Ownership Rights.
(a) The Documents shall remain the sole property of the Company and Multex
shall not acquire any rights in the Documents.
(b) Multex Software shall remain the property of Multex. Company may use
the Software only in conjunction with the Services. Company shall use
the Software on no more than the number of concurrent users as may be
agreed to between Company and Multex. Company shall not copy, in
whole or in part, the Software or related documentation, whether in
the form of computer media, printed or in any other form.
(c) The license granted herein is for the limited purpose of enabling
Company to distribute the Documents within the Company.
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(d) COMPANY SHALL NOT MAKE ANY ALTERATION, CHANGE OR MODIFICATION TO THE
SOFTWARE. COMPANY MAY NOT RECOMPILE, DECOMPILE, DISASSEMBLE, OR
REVERSE ENGINEER THE SOFTWARE OR, MAKE OR DISTRIBUTE ANY OTHER FORM OF
THE SOFTWARE.
9. Warranties.
(a) Multex hereby represents and warrants to Company as follows:
(i) Multex is a corporation duly organized, validly existing and in
good standing under the laws of the State of New York with full
authority to enter into this Agreement;
(ii) Multex Software and the Services provided to Company shall not
infringe upon the proprietary rights of any third party.
(iii) Multex has the legal right and authority to license Multex
Software (including, without limitation, the Third Party
Software included therein) to Company.
(iv) The medium on which Multex Software is furnished is warranted
to be free of defects in materials and workmanship under normal
use for a period of sixty (60) days from the date of delivery
of Multex Software.
(b) Company represents and warrants to Multex that:
(i) Company is the owner of and has the right to distribute the
Documents.
(ii) Company will comply with all laws and regulations applicable to
the use of the Services;
10. Limitation of Warranties.
COMPANY ACKNOWLEDGES AND AGREES THAT EXCEPT FOR THE WARRANTIES SPECIFIED IN
PARAGRAPH 9, MULTEX MAKES NO WARRANTIES WHATSOEVER, AND ARE IN LIEU OF ALL
OTHER WARRANTIES WRITTEN OR ORAL, EXPRESS OR IMPLIED OR STATUTORY,
INCLUDING WITHOUT LIMITATION, ANY WARRANTIES OF FITNESS FOR A PARTICULAR
PURPOSE OR MERCHANTABILITY, CONCERNING THIS AGREEMENT, THE SERVICES OR
EQUIPMENT (IF ANY) PROVIDED HEREUNDER, MULTEX SOFTWARE OR THE DOCUMENTS.
THE SERVICES PROVIDED HEREUNDER ARE PROVIDED "AS IS" WITH NO WARRANTIES
WHATSOEVER. MULTEX DOES NOT GUARANTEE THE ACCURACY,
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VALIDITY OR COMPLETENESS OF THE DOCUMENTS. MULTEX HEREBY DISCLAIMS ANY
LIABILITY FOR, AND UNDER NO CIRCUMSTANCES SHALL IT HAVE ANY LIABILITY FOR,
DIRECT, INDIRECT, COMPENSATORY, CONSEQUENTIAL, SPECIAL, LOST PROFITS
PUNITIVE, OR OTHER DAMAGES, COSTS OR EXPENSES OF ANY KIND ARISING FROM THIS
AGREEMENT EXCEPT AS SPECIFIED HEREIN. MULTEX AND ITS THIRD PARTY LICENSORS
DO NOT AND CANNOT WARRANT THE PERFORMANCE OR RESULTS COMPANY MAY OBTAIN BY
THE USE OF THE SOFTWARE OR SERVICES.
11. Insurance.
Multex shall procure and maintain for itself and its employees all
insurance coverages as required by Federal or State law, including workers'
compensation insurance. Multex shall procure and maintain for itself: (i)
Employers' Liability Insurance coverage including bodily injury coverage,
with a minimum of $100,000 for each employee; (ii) general liability
coverage of at least $1,000,000. Upon request, Multex shall provide
Company with a certificate of insurance evidencing such coverage. The
parties shall each insure their own property and neither party shall have
any liability to the other for any damage to the property of the other
unless such damage results from the fraud or willful misconduct.
12. Unlawful Use.
Company shall not use or permit anyone to use the Services or the Documents
for any unlawful purpose.
13. Reuse of Software.
Company is not authorized or permitted to furnish the Services to any
person or firm for re-use, redistribution or retransmission unless
otherwise provided in this Agreement without the prior approval of Multex.
14. Inaccuracy.
Company shall immediately notify Multex of any suspected inaccuracies in
the Documents or the Services.
15. Disposition of Software.
Promptly after the termination or expiration of this Agreement, the
Software (including the magnetic or other physical media on which it was
originally or subsequently recorded or fixed) and all related documentation
and all hardware and equipment owned by Multex or which is not paid for by
Company shall be returned
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by Company to Multex in good condition, reasonable wear and tear and damage
by the elements excepted. At the direction of Multex, the Software may be
completely deleted, erased or otherwise destroyed by Company.
16. Compliance with Law (Company)
(a) Company shall be responsible (i) for compliance with all laws and
governmental regulations affecting its business and (ii) for any use
it may make the Services or the Documents to assist it in complying
with such laws and governmental regulations, and Multex shall not have
any responsibility relating thereto (including, without limitation,
advising Company of Company's responsibilities in complying with any
laws or governmental regulations affecting Company's business). While
Multex shall not have any responsibility for Company's compliance with
the laws and regulations referred to above, Multex agrees to use
reasonable efforts to cause the applicable Services to be designed in
such a manner that they will be able to assist Company in complying
with its applicable legal and regulatory responsibilities, in no event
shall Company rely solely on its use of the Services in complying with
any laws and governmental regulations.
(b) If after the date hereof any modifications to the Services shall be
legally required, Multex shall, except to the extent such changes may
be beyond the capability of Multex to implement, modify the Services
appropriately. If providing any of the Services to Company hereunder
violates, or in Multex's opinion is likely to violate, any laws or
governmental regulations, Multex may, upon written notice to Company,
immediately cease providing the affected Services to Company.
17. Advertising.
Neither party shall use the name or marks of the other or its parent
company or any subsidiary or affiliated company in any publicity release,
advertising, or publicly displayed or distributed materials without
securing the prior written consent of the party whose name is to be used,
which consent shall not be unreasonably withheld or delayed.
Notwithstanding the foregoing, Multex may disclose the fact of this
Agreement.
18. Successors and Assigns.
Neither party may assign its rights or obligations hereunder without the
prior written approval of the other party. This Agreement shall be binding
upon the parties' respective successors and permitted assigns.
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19. Governing Law.
The validity of this Agreement, the construction and enforcement of its
terms, and the interpretation of the rights and duties of the parties shall
be governed by the laws of the State of California.
20. Modifications.
No modifications, amendment, supplement to or waiver of this Agreement or
any Schedule or Exhibit hereunder, or any of their provisions shall be
binding upon the parties hereto unless made in writing and duly signed by
both parties.
21. Waiver.
A failure or delay of either party to this Agreement to enforce at any time
any of the provisions hereof, or to exercise any option which is herein
provided, or to require at any time performance of any of the provisions
hereto shall in no way be construed to be a waiver of such provisions of
this Agreement.
22. Exhibits.
The terms and conditions of any all Exhibits and Schedules to this
Agreement are incorporated herein by this reference and shall constitute
part of this Agreement as if fully set forth herein.
23. Compliance with Law.
Multex shall comply with all applicable U.S., state and local laws and
regulations in its performance of its obligations hereunder and that the
Services will comply with applicable laws.
24. Headings.
The headings herein are for convenience of reference only and shall not
impact the meaning of this Agreement.
25. Entire Agreement.
This Agreement constitutes the entire Agreement between the parties
concerning and the subject matter hereof and shall supersede all prior
agreements or understandings concerning such subject matter.
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26. Survival.
Notwithstanding any termination of this Agreement, the provisions of
Section 5, 6, 7, 8, 9, 10, 11 and 22 shall survive termination.
27. Passwords.
Multex agrees that the Company clients for which a password has been issued
are proprietary to Company and Multex will not, without the approval of
Company, solicit Company's clients ("Clients") unless such Clients are
clients or prospective clients of Multex or clients of other companies with
whom Multex has or will develop a business relationship.
28. Escrow.
Multex covenants and agrees that as promptly as practicable following
execution and delivery hereof, it will deposit a copy of the Multex
Software in escrow with Data Securities International, Inc. (the "Escrow
Agent") pursuant to an escrow agreement among Multex, Company and the
Escrow Agent. In the event that Multex ceases to carry on its business
(except in connection with a merger, business combination or disposition of
assets with, to or in favor of a Person who agrees in writing to be bound
by Multex's obligations hereunder) or while in bankruptcy, liquidation,
reorganization, winding-up, administration, trusteeship, receivership or
similar proceedings, Company shall have the right to acquire a copy of the
Multex Software Source Code for purposes of continuing the use and
enjoyment of the Multex Software in accordance with the rights and licenses
granted under this Agreement. Company shall be responsible for the
expenses of the Escrow Agent which is not expected to exceed $2,500.00 a
year.
29. Access.
Company shall provide Multex with reasonable access to its premises to
perform the obligations set forth herein. Multex shall abide by the site
regulations and security procedures applicable to each site.
30. Confidentiality.
The prices and terms contained herein are confidential information and are
not to be disclosed to any third party (other than by court order or
government requirement) including without limitation any firm, corporation,
or partnership outside the Company, nor to any employee of the Company
except those who require the information to administer this Agreement.
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IN WITNESS WHEREOF, the parties hereto, each acting under due and proper
authority, have executed this Agreement as of the date first above written.
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ MULTEX SYSTEMS, INC.
& COMPANY LLC
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
---------------- ------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Vice President - Director IT Title: Vice President
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EXHIBIT A
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(Revised 4/22/97)
Fees for the Services
The Company shall pay the following fees for the services.
1. Employees of the Company: [Confidential Portion Omitted] for user
passwords for all of Company's employees not exceeding [Confidential
Portion Omitted] user passwords. This fee must be paid and is not included
in the fees charged for item 2.
2. Clients of the Company: The Company has the following three alternatives.
A. Up to [Confidential Portion Omitted] user passwords to clients of the
Company at [Confidential Portion Omitted] per passwords per year.
B. [Confidential Portion Omitted] user passwords to clients of the
Company at [Confidential Portion Omitted] per password per year.
C. [Confidential Portion Omitted] user password to clients of the Company
at [Confidential Portion Omitted] per password per year.
The Company must preselect either alternative A, B, or C and the fees charged
are based on that selection whether or not Company actually uses the amount of
passwords associate with that section.
3. Company shall pay for all taxes applicable to the Services. Company shall
pay for telecommunication costs between Multex and Company, local server,
third party software licenses, support and maintenance of Company's
equipment at Company's location.
4. Multex shall provide free of charge, maintenance updates and revisions
("Updates") to Multex Software as commercially released by Multex. Any
enhancements or modifications made specifically for Company shall be paid
for by Company on a time and material basis.
5. Users Accessing the Company's Research from other websites: Access to
Company's Research on websites other than Company's ("Third Party
Websites") will be subject to mutual approval by Multex and Company which
approval shall not be unreasonably withheld by Multex. Multex's charges
for such Third Party Website access is as follows:
1) Fixed Costs. Actual cost of additional hardware, software, or other
equipment purchased by Multex in support of the Third Party Website
shall not exceed [Confidential Portion Omitted] for the first
[Confidential Portion Omitted]
users who are capable of accessing Company's research on the Third
Party Website, and thereafter not to exceed an additional
[Confidential Portion Omitted] for each additional [Confidential
Portion Omitted] users or a fraction thereof.
2) Annual Costs. [Confidential Portion Omitted] per log-in/password per
year based upon a minimum of [Confidential Portion Omitted] log-
ins/passwords. Fewer than [Confidential Portion Omitted] passwords
will be charged at [Confidential Portion Omitted] per log-in/password
per year with a minimum of [Confidential Portion Omitted] passwords.
6. Payment for Item 1. above shall be paid as follows: one half upon the
execution of this agreement and the balance upon Multex providing at least
[Confidential Portion Omitted] user passwords to Company.
Payment for Item 2, above shall be paid upon Multex providing on
[Confidential Portion Omitted] of the passwords as selected by the Company.
The provisioning of the passwords by Multex to the Company shall not depend
on whether the Company has at the time the actual users for such passwords.
Payment to be made within 15 days after invoice.
EXHIBIT B
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Services
Multexnet is an Intranet application accessible via a Netscape 2.0 or higher or
Microsoft Explorer 3.0 or higher browser.
The service consists of proprietary and third party software.
The service includes:
1. User passwords for all of the company's employees not to exceed a
combination of [Confidential Portion Omitted] users and/or passwords.
2. User passwords to the retail clients of the Company not to exceed
[Confidential Portion Omitted] user passwords.
3. User passwords for users accessing the Company's Research from third party
websites.
4. The fee for the services is set forth in exhibit A.
5. (a) Multex will provide and Company will receive the number of user
passwords selected by the Company as provided in this Agreement. The
Company has the responsibility of distributing the passwords to qualified
users to be used in accordance with this Agreement. Multex represents that
only those passwords that have been issued to the Company will be able to
access the services. Multex will use reasonable efforts to verify that its
entitlement procedures as specified in this paragraph 5(a) is provided to
and maintained on behalf of the Company.
(b) The Services provide security and control for the Company's documents.
Before a User can access and view the Company's Documents the User must
provide a user ID and password. The ID and password is verified as one of
those issued to the Company and the User is permitted to access the system.
The ID is then passed to the entitlement filter. The entitlement filter
gives the Company control over which group or groups of Documents a User is
permitted to view.
6. MULTEXNET as an Internet/Intranet solution, in which the Company will have
a connection via a dedicated link (approximately six weeks to install and
test) to Multex in New York. This link will provide a private connection
to the MULTEXNET server/database infrastructure.
7. Pending the installation of a dedicated link to Company, a URL link will be
provided
so that Company's web server may access the Multex database via Multex's
own web server. This will enable a virtual immediate start-up and test of
Company's web server using Multex research. Customization of this access
(logo, banner, etc.), is available, and has been completed. The dedicated
link will be used for predictable and higher bandwidth access.
8. All workstations will connect to Company's own web server over Company's
own WAN or the Internet, which in turn will redirect any inquiries for
research to Multex's web server. These connections are via a browser
(HTTP) of Company's choice (Netscape, Explorer, etc.) and over secure (port
443) or unsecured (port 80), as you wish. All requests issued will be
resolved at Multex's central site and all matching headlines returned to
the workstation as a linked HTML page.
9. The Multex Internet servers are shared among several clients, with
dedicated hardware available for an additional fee. When a document is
queried, it is copied from Multex's central site to the workstation. Thus
the file copy is exposed to the speed of the slowest link between Multex
and the desktop. (E.G. private connection, Company's WAN, desktop LAN
speed, etc.). Centralized file caching is available on Company's site with
additional hardware.
10. A search engine which combines keyword search capabilities with fixed field
searches like ticker symbol or industry.
11. Administrative Requirements: Multex shall provide a single User Name and
Password, allowing Company employees to gain access to the Company intranet
site, without each individual end user having to key in a user name and
password. Multex shall provide specific User Names and Passwords for up to
[Confidential Portion Omitted] Company employees, as designated by Company,
allowing this user group to gain access to the Company intranet site, via a
newly created, specified URL.
EXHIBIT C
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THIRD PARTY SOFTWARE
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1. Fulcrum Technologies Searchtool
2. Adobe Systems Acrobat Reader, Exchange and Distiller
EXHIBIT D
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PERPETUAL LICENSES
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None.
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EXHIBIT E
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1. MULTEX PROVIDED EQUIPMENT: None.
2. COMPANY PROVIDED EQUIPMENT:
A. HARDWARE
1 HP laserjet 4M or better printer or equivalent (for non-postscript printers 8
Meg of memory is required.
COMPANY network
Communications (between COMPANY AND Multex central site) (based on Company's
network design and access requirements a minimum of 1 Wiltel dedicated 56kb line
including routers, modems,
B. SOFTWARE
All required Netscape (2.0 or above) or Internet explorer (3.09 or above)
Browsers.
TCP/IP
Desktop operating system (Windows NT or 95)
OPTIONAL - Based on the Company's network design, the addition of proxy servers
could optimize the usage of Company's internal WAN and reduce the traffic across
the line between the Company and Multex.
At the option of the Company Multex will purchase and supply the above equipment
and Company will Reimburse Multex for the cost of the equipment.
Upon the expiration of the term of this Agreement, Multex upon the written
request of the Company shall return to Company at Company's sole cost and
expense all of Company's equipment in Multex's possession. The cost may include
without limitation all costs associated with preparing, disconnecting, and
shipping the equipment.
ATTACHMENT A
THIRD PARTY LICENSE REQUIREMENTS FOR END USERS
The Software developed by Multex incorporates or may incorporate or utilize
software licensed from third parties including Adobe Systems Incorporated
("Adobe") and Fulcrum Technologies Inc. ("Fulcrum") ("Licensors"). (Multex
Software, the Adobe Software, and the Fulcrum Software and related documentation
are collectively called the "Software"; the Fulcrum Software is referred to as
the "Fulcrum Software". The Adobe Software (which consists of Adobe/TM/
Acrobat/TM/ Exchange, Acrobat Reader and Acrobat Distiller/TM/) is referred to
as the "Adobe Software". Multex, its Licensors and its suppliers retain title to
and exclusive ownership of the Software (including reproductions thereof) and
any patent, trademark or copyrights associated with the Software and its related
documentation.
Pursuant to the Software license agreement between Multex, Fulcrum and Adobe,
Multex is required by such agreement to incorporate certain terms and conditions
in each end user agreement.
The following terms and conditions shall apply to the Software:
1) Pursuant to the terms and conditions of this Agreement, MULTEX grants to
Licensee a non-exclusive, non-transferable, limited license to use the
Software (generally in the form of packaged computer software programs in
object code and its related documentation for the period set forth in the
Agreement).
2) Each copy of the Software is licensed for use only in the manner and for
the number of enabled users as provided in the Agreement. For the purposes
of this Agreement, "enabled user license" means the number of individual,
non-concurrent users licensed to use the Software.
3) MULTEX warrants that the Software and its Related Documentation are
property of, or are under license of MULTEX. THE WARRANTIES AND
LIMITATIONS SET FORTH IN THE PARAGRAPH 3 CONSTITUTE THE ONLY WARRANTIES OF
MULTEX AND LICENSORS WITH RESPECT TO THE SOFTWARE.
4) THE WARRANTIES SET FORTH HEREIN ARE IN LIEU OF ALL OTHER WARRANTIES,
WRITTEN OR ORAL, EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED
TO THOSE OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-
INFRINGEMENT OF THIRD PARTY RIGHTS. THIS WARRANTY IS MADE IN LIEU OF ALL
OTHER WARRANTIES, STATUTORY OR OTHERWISE. MULTEX AND ITS LICENSORS DO NOT
AND CANNOT WARRANT THE PERFORMANCE OR RESULTS LICENSEE MAY OBTAIN BY USE OF
THE SOFTWARE OR DOCUMENTATION.
LIMITATION OF LIABILITY: THE REMEDIES OF LICENSEE SHALL BE LIMITED TO THOSE
PROVIDED IN THE AGREEMENT TO THE EXCLUSION OF ANY AND ALL OTHER REMEDIES.
IN NO EVENT SHALL MULTEX OR ITS LICENSORS BE LIABLE TO CUSTOMER FOR LOSS OF
PROFITS OR SPECIAL, INDIRECT, CONSEQUENTIAL, OR EXEMPLARY DAMAGES,
INCLUDING LEGAL FEES AND LITIGATION COSTS ARISING IN CONNECTION WITH THE
SUPPLY, USE, OR PERFORMANCE OF THE SOFTWARE OR ANY WORK OR SERVICE
PERFORMED BY MULTEX, ITS LICENSORS, OR THEIR EMPLOYEES EVEN IF THE
REPRESENTATIVES OF ANY SUCH THIRD PARTY HAVE BEEN RELIEVED OF THE
POSSIBILITY OF SUCH DAMAGES. NO AGREEMENTS VARYING OR EXTENDING THE
WARRANTIES, REMEDIES OR LIMITATIONS CONTAINED IN THIS PARAGRAPH WILL BE
BINDING UNLESS IN WRITING AND AGREED TO BY MULTEX.
5) INDEMNIFICATION: MULTEX will defend any action brought against Licensee to
the extent that it is based upon a claim that the Software and Related
Documentation used within the scope of this Agreement infringes upon a
copyright, patent, or third-party right, and MULTEX will pay any reasonable
costs, attorney fees and damages attributable to such claim which are
awarded against Licensee (or which MULTEX agrees to pay in any settlement)
provided that Licensee promptly notifies MULTEX in writing of the claim and
that MULTEX has complete control of the defense and/or settlement of such
claim. In lieu of any such indemnification either party may cancel the
agreement in the event LICENSEE receives a notice of infringement (optional
if Licensee requests indemnification).
6) This agreement and/or license does not grant licensee any right (whether by
license, ownership or otherwise) in or to intellectual property with
respect to the Software.
7) Trademarks, if used by Licensee shall be used in accordance with accepted
trademark practice, including identification of the trademarks owner's name
. Trademarks can only be used to identify printed output produced by the
Software. The use of any trademark as herein authorized does not give
Licensee rights of ownership in that trademark.
8) Licensee agrees that it will not:
a) copy the Software or related documentation for any reason other than
for duly licensed reproduction or for archival or emergency restart
purposes or program error verification. Any copy of the Software
shall contain the copyright and other proprietary notice which appears
on and in the Software. Should the Software become inoperable,
Licensee may use the Software on a backup system for a period not to
exceed thirty (30) days. Licensee shall notify Multex of any such use
within five (5) days. Should there be a requirement to
permanently transfer the Software from the licensed configuration to
an alternate configuration, Licensee shall first obtain the written
consent of Multex, which shall not be unreasonably withheld;
b) permit more users to use or install the Software other than as
provided in this Agreement;
c) offer the Software for loan, rent, lease, sub license, or for other
forms of exchange;
d) modify, adapt, translate, decompile or reverse engineer, dissemble or
otherwise attempt to discover the source code of the Software; and
e) assign any rights under this Agreement without the prior written
consent of Multex;
f) Licensee will not export or re-export the Software without the
appropriate United States or foreign government licenses, and only
with the consent of Multex;
g) install a backup copy on any machine if Licensee's primary copy is
installed.
Applicable to the Fulcrum Software:
9) Licensee acknowledges that
a) title and ownership of the Fulcrum Software and all rights related
thereto, including patent, trademark and copyright related thereto are
the exclusive property of Fulcrum Technologies, Inc. or its Licensees;
b) Licensee shall only acquire the right to use the Software in
accordance with this Agreement; and
c) Licensee shall take necessary steps to ensure that all intellectual
property underlying the binary version of the Software remain
confidential.
Applicable to the Abode Software:
10) Multiple Environment Software. If this package contains two or more
versions of the Adobe Software (e.g., DOS, Macintosh(R) and Windows/TM/),
the total number of copies of all versions of the Adobe Software with
Licensee may make may not exceed the number of permitted computers except
that Licensee may also possess one back-up copy, in accordance with the
terms of this Agreement, for each version of the Software it uses.
11) Notice to Government End Users: If this product is acquired under the terms
of a: GSA Contract: Use, reproduction or disclosure is subject to the
restrictions set forth in the applicable ADP Schedule contract. DoD
contract: Use, duplication or disclosure by the Government is subject to
restrictions as set forth in subparagraph (c)(1)(ii) of 252.227-7013.
Civilian agency contract: Use, reproduction, or disclosure is subject to
52.227-19(a) through (d) and restrictive set forth in the accompanying end
user agreement. Unpublished-rights reserved under the copyright laws of
United States.
12) Licensee is hereby notified that Adobe Systems Incorporated, a California
corporation located at ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇-▇▇▇▇ ("Adobe") is a third-party beneficiary to this Agreement to the
extent that this Agreement contains provisions which relate to Licensee's
use of the Adobe Software, the Documentation and the trademarks licensed
hereby. Such provisions are made expressly for the benefit of Adobe and
are enforceable by Abode in addition to Licensor.
13) Adobe is a trademark of Adobe Systems Incorporated which may be registered
in certain jurisdictions. Macintosh is a registered trademark of Apple
Computer, Inc. Windows is trademark of Microsoft Corporation.
14) Title to and ownership of the Adobe Software and Documentation and any
reproduction thereof shall remain with Adobe and its suppliers; the
structure, organization and code are the valuable trade secrets of Adobe
and its suppliers.