Fill and Sign the Administrative Services Agreement Form

ADMINISTRATIVE SERVICES AGREEMENT This ADMINISTRATIVE SERVICES AGREEMENT (the "AGREEMENT") is effective as of ______________, 2000 (the "EFFECTIVE DATE"), between SAVVIS Communications Corporation, a Missouri corporation ("SAVVIS"), and Bridge Information Systems, Inc., a Delaware corporation ("BRIDGE"). RECITALS A. Bridge is engaged in the business of collecting and distributing various financial, news and other data. B. SAVVIS is engaged in the business of providing Internet backbone and other data transport services. C. SAVVIS and certain of its subsidiaries have acquired from Bridge and certain of its subsidiaries certain assets relating to the provision of Internet backbone and other data transport services, and may in the future acquire additional such assets from Bridge and certain of its subsidiaries, all pursuant to a Master Establishment and Transition Agreement between SAVVIS' corporate parent, SAVVIS Communications Corporation, a Delaware Corporation, and Bridge, of even date herewith (the "MASTER ESTABLISHMENT AND TRANSITION AGREEMENT"). D. It is an obligation of the parties under the Master Establishment and Transition Agreement to cause this Administrative Services Agreement to be entered into between SAVVIS and Bridge, pursuant to which Bridge shall provide administrative services to SAVVIS relating to the assets acquired by SAVVIS pursuant to the Master Establishment and Transition Agreement. E. Together with this Agreement, the parties hereto are entering into a Network Services Agreement of even date herewith (the "NETWORK SERVICES AGREEMENT") providing for the provision of certain services to Bridge by SAVVIS and a Technical Services Agreement of even date herewith (the "TECHNICAL SERVICES AGREEMENT"), providing for the provision of certain services to SAVVIS by Bridge. Certain subsidiaries of SAVVIS and certain subsidiaries of Bridge are entering into, and may in the future enter into, Local Transfer Agreements (the "LOCAL TRANSFER AGREEMENTS"), Local Network Services Agreements (the "LOCAL NETWORK SERVICES AGREEMENTS"), Equipment Collocation Permits (the "EQUIPMENT COLLOCATION PERMITS"), and Local Administrative Services Agreements (the "LOCAL ADMINISTRATIVE SERVICES AGREEMENTS"). 24 NOW, THEREFORE, in consideration of the premises, and the mutual covenants contained herein and of other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties agree as follows: 1. CONTRACT DOCUMENTS AND DEFINITIONS 1.1. This Agreement shall consist of this Administrative Services Agreement by and between SAVVIS and Bridge, including all addenda to this Agreement entered into in the manner set forth herein (each an "ADDENDUM" and collectively the "ADDENDA"). This Agreement shall be interpreted wherever possible to avoid conflicts between the Sections hereof and the Attachments, provided that if such a conflict shall arise, the Attachments shall control. 1.2. Whenever it is provided in this Agreement for a matter to be mutually agreed upon by the parties and set forth in an Addendum to this Agreement, either party may initiate the process of determining such matter by submitting a proposed outline or contents of such Addendum to the other party. Each party shall appoint a primary contact and a secondary contact for the completion of such Addendum, who shall be the contact points for every issue concerning such Addendum and who shall be informed of the progress of the project. The names of the contacts will be exchanged in writing by the parties. Using the contacts, the parties shall work together in good faith with such diligence as shall be commercially reasonable under the circumstances to complete such Addendum, provided, however, that neither party shall be obligated to enter into such an Addendum. Upon the completion of such Addendum, it shall be set forth in a written document and executed by the parties and shall become a part of this Agreement and shall be deemed to be incorporated herein by reference. 1.3. Whenever used in this Agreement, the words and phrases listed below shall have the meanings given below, and all defined terms shall include the plural as well as the singular. Unless otherwise stated, the words "herein", "hereunder" and other similar words refer to this Agreement as a whole and not to a particular Section or other subdivision. The words "included" and "including" shall not be construed as terms of limitation. "AFFILIATE" has the meaning set forth in Rule 12b-2 of the regulations promulgated under the Securities Exchange Act of 1934, as amended. "AGREEMENT YEAR" shall mean a period of 12 months beginning on the Effective Date and each subsequent anniversary thereof. "BRIDGE" means Bridge Information Systems, Inc., a Delaware corporation. "BRIDGE SUBSIDIARY" means any subsidiary of Bridge, including each subsidiary of Bridge selling certain of the International Network Assets pursuant to the Local Transfer Agreements. 25 "CONFIDENTIAL INFORMATION" means all information concerning the business of Bridge, SAVVIS or any third party doing business with either of them that may be obtained from any source (i) by Bridge by virtue of its performance under this Agreement or (ii) by SAVVIS by virtue of its use of the Services. Such information shall also include the terms of this Agreement (and negotiations and proposals from one party to the other related directly thereto), network designs and design recommendations, tools and programs, pricing, methods, processes, financial data, software, research, development, strategic plans or related information. All such information disclosed prior to the execution of this Agreement shall also be considered Confidential Information for purposes of this Agreement. Confidential Information shall not include information that: (a) is already rightfully known to the receiving party at the time it is obtained by such party, free from any obligation to keep such information confidential; or (b) is or becomes publicly known through no wrongful act of the receiving party; or (c) is rightfully received by the receiving party from a third party without restriction and without breach of this Agreement. "EFFECTIVE DATE" means the date set forth in the Preamble of this Agreement. "INITIAL TERM" shall mean a period of three consecutive Agreement Years beginning on the Effective Date. "SAVVIS" means SAVVIS Communications Corporation, a Missouri corporation. "SAVVIS SUBSIDIARY" means any subsidiary of SAVVIS, including each subsidiary of SAVVIS purchasing the International Network Assets pursuant to the Local Transfer Agreements. "SERVICES" means the services provided by Bridge to SAVVIS hereunder. 2. THE SERVICES 2.1. Bridge agrees to provide to SAVVIS some or all of the administrative services listed on Schedule 2.1 hereto which shall be referred to in this Agreement collectively as the "SERVICES" and individually as a "SERVICE." 2.2. From time to time during the term of this Agreement, SAVVIS may terminate one or more Services being provided by Bridge hereunder by giving Bridge written notice at least 30 days prior to the effective date of such termination, with no liability to Bridge other than for charges (less any applicable credits) for such Service provided prior to the effective date of such termination. Any other changes to the Services shall be provided for in an Addendum mutually agreed upon by the parties in the manner set forth in Section 1.2 hereof. 26 2.3. SAVVIS grants to Bridge a general power of attorney to act on behalf of SAVVIS in all matters relating to performance of the Services. 2.4. In addition to the Services provided under this Agreement, it is expected that additional administrative services will be provided under the separate Local Administrative Services Agreements between certain SAVVIS Subsidiaries and certain Bridge Subsidiaries. Each such Local Administrative Services Agreement shall conform to the terms of this Agreement unless otherwise required by the laws applicable to such Local Administrative Services Agreement. Services provided under each such Local Administrative Services Agreement shall be billed locally, in local currency. 3. RATES AND CHARGES SAVVIS shall pay Bridge for the Services at rates to be mutually agreed by the parties; provided, however, that such rates shall be based on the cost to Bridge of providing the Services to SAVVIS, except to the extent contrary to local law. 4. INVOICES 4.1. The amounts due to Bridge from SAVVIS for the Services shall be billed monthly in arrears. All items on invoices not the subject of a bona fide dispute shall be payable by SAVVIS in United States currency within 30 days from the date of receipt of the invoice. All amounts not in dispute are subject to interest charges of 1-1/2 percent that will accrue daily on all amounts not paid within 30 days of the date of receipt of the invoice. 4.2. SAVVIS shall pay any sales, use, value added, federal excise, utility, gross receipts, state and local surcharges, and similar taxes, charges or levies lawfully levied by a duly constituted taxing authority against or upon the Services. In the alternative, SAVVIS shall provide Bridge with a certificate evidencing SAVVIS' exemption from payment of or liability for such taxes. As part of the Services, Bridge will administer the payment of SAVVIS' payroll taxes. SAVVIS will reimburse Bridge for such payroll taxes as invoiced under this Agreement. All other taxes, charges or levies related to the Services, including any income, franchise, privilege, or occupation taxes of Bridge shall be paid by Bridge. Except as otherwise specifically addressed in this Agreement or Addenda hereto, each party shall pay its own taxes. 4.3. Bona fide disputes concerning invoices shall be referred to the parties' respective Contract Managers for resolution. Any amount to which SAVVIS is entitled as a result of the resolution of a billing dispute shall be credited promptly to SAVVIS' account. Any amount to which Bridge is entitled as a result of the resolution of a billing dispute shall be paid promptly to Bridge. 5. TERM AND EXTENSIONS 5.1. The initial term of this Agreement shall be three years, commencing on the Effective Date, and shall continue in full force and effect unless terminated in accord with the provisions hereof. 27 5.2. The term of this Agreement shall automatically extend for consecutive one-year periods unless either party gives the other party advance written notice of such party's intent not to extend not less than 60 days before the scheduled expiration of the then current term. 6. TERMINATION BY BRIDGE Bridge shall have the right to terminate this Agreement if: (a) SAVVIS has failed to pay any invoice that is not the subject of a bona fide dispute within 30 days of the date on which such payment is due and Bridge has provided SAVVIS with written notice thereof, provided that SAVVIS shall have 10 days from the time it receives such notice from Bridge of nonpayment to cure any such default; (b) Bridge provides 10 days written notice of its intent to terminate in the event that SAVVIS has failed to perform or comply with or has violated any material representation, warranty, term, condition or obligation of SAVVIS under this Agreement, and SAVVIS has failed to cure such failure or violation within 60 days after receiving notice thereof from Bridge; or (c) SAVVIS becomes the subject of a voluntary or involuntary bankruptcy, insolvency, reorganization or liquidation proceeding, makes an assignment for the benefit of creditors, admits in writing its inability to pay debts when due. 7. CONTRACT MANAGERS 7.1. CONTRACT MANAGER. SAVVIS shall assign a representative to serve as Bridge's point-of-contact for all matters concerning its performance under this Agreement. 7.2. CONTRACT MANAGER. Bridge shall assign a representative to serve as SAVVIS' point-of-contact for all matters concerning its performance under this Agreement. 8. RIGHTS AND OBLIGATIONS OF BRIDGE 8.1. PROVISION OF THE SERVICES. Bridge shall provide the Services at Bridge facilities. 8.2. INSURANCE. 8.2.1. At all times during the term of this Agreement, Bridge shall maintain for itself, its officers, employees, agents and representatives insurance as shall be mutually agreed upon by the parties and set forth in an Addendum to this Agreement in the manner set forth herein. 8.2.2. Bridge shall furnish to SAVVIS, upon written request, certificates of insurance or other appropriate documentation (including evidence of renewal of insurance) evidencing the insurance coverage referenced above, naming SAVVIS as an additional insured. Such certificates or other documentation shall include a proviso whereby 15 days prior written 28 notice shall be provided to SAVVIS prior to coverage cancellation or other material alteration by either Bridge or the applicable insurer. Such cancellation or material alteration shall not relieve Bridge of its continuing obligation to maintain insurance coverage in accordance with this Section. 8.2.3. In lieu of all or part of the insurance coverage specified in this Section, Bridge may self-insure with respect to any insurance coverage, except where expressly prohibited by law. 8.3. REPRESENTATIONS AND WARRANTIES. 8.3.1. Bridge hereby warrants that the Services will be provided in accordance with good business management practices and that it will use the same care in rendering the Services to SAVVIS as Bridge uses in rendering such services to itself. 8.3.2. THE FOREGOING WARRANTIES ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITH RESPECT TO ANY GOODS PROVIDED INCIDENT TO THE SERVICES, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. 9. LIMITATIONS OF LIABILITY 9.1. Neither party shall be liable to the other for indirect, incidental, consequential, exemplary, reliance or special damages, including damages for lost profits, regardless of the form of action whether in contract, indemnity, warranty, strict liability or tort, including negligence of any kind with respect to the Services or other conduct under this Agreement. 9.2. Nothing contained in this Section shall limit either party's liability to the other for (a) willful or intentional misconduct, or (b) injury or death, or damage to tangible real or tangible personal property or the environment, when proximately caused by SAVVIS' or Bridge's negligence or that of their respective agents, subcontractors or employees. 10. PROPRIETARY RIGHTS; LICENSE 10.1. Bridge hereby grants to SAVVIS a non-exclusive and non-transferable license to use all programming and software necessary for SAVVIS to use the Services. Such license is granted for the term of this Agreement for the sole purpose of enabling SAVVIS to use the Services. 10.2. All title and property rights (including intellectual property rights) to Services (including associated programming and software) are and shall remain with Bridge. SAVVIS shall not attempt to examine, copy, alter, reverse engineer, decompile, disassemble, tamper with or otherwise misuse such Services, programming and software. 29 11. CONFIDENTIALITY 11.1. During the term of this Agreement and for a period of five years from the date of its expiration or termination (including all extensions thereof), each party agrees to maintain in strict confidence all Confidential Information. Neither party shall, without prior written consent of the other party, use the other party's Confidential Information for any purpose other than for the performance of its duties and obligations, and the exercise of its rights, under this Agreement. Each party shall use, and shall cause all authorized recipients of the other party's Confidential Information to use, the same degree of care to protect the other party's Confidential Information as it uses to protect its own Confidential Information, but in any event not less than a reasonable degree of care. 11.2. Notwithstanding Section 12.1, either party may disclose the Confidential Information of the other party to: (a) its employees and the employees, directors and officers of its Affiliates as necessary to implement this Agreement; (b) employees, agents or representatives of the other party; or (c) other persons (including counsel, consultants, lessors or managers of facilities or equipment used by such party) in need of access to such information for purposes specifically related to either party's responsibilities under this Agreement, provided that any disclosure of Confidential Information under clause (c) shall be made only upon prior written approval of the other party and subject to the appropriate assurances that the recipient of such information shall hold it in strict confidence. 11.3. Upon the request of the party having proprietary rights to Confidential Information, the party in possession of such information shall promptly return it (including any copies, extracts and summaries thereof, in whatever form and medium recorded) to the requesting party or, with the other party's written consent, shall promptly destroy it and provide the other party with written certification of such destruction. 11.4. Either party may request in writing that the other party waive all or any portion of the requesting party's responsibilities relative to the other party's Confidential Information. Such waiver request shall identify the affected information and the nature of the proposed waiver. The recipient of the request shall respond within a reasonable time and, if it determines, in its sole discretion, to grant the requested waiver, it will do so in writing over the signature of an employee authorized to grant such request. 11.5. Bridge and SAVVIS acknowledge that any disclosure or misappropriation of Confidential Information in violation of this Agreement could cause irreparable harm, the amount of which may be difficult to determine, thus potentially making any remedy at law or in damages inadequate. Each party, therefore, agrees that the other party shall have the right to apply to any court of competent jurisdiction for an order restraining any breach or threatened breach of this Section and for any other appropriate relief. This right shall be in addition to any other remedy available in law or equity. 30 11.6. A party requested or ordered by a court or other governmental authority of competent jurisdiction to disclose another party's Confidential Information shall notify the other party in advance of any such disclosure and, absent the other party's consent to Such disclosure, use its reasonable best efforts to resist, and to assist the other party in resisting, such disclosure. A party providing another party's Confidential Information to a court or other governmental authority shall use its reasonable best efforts to obtain a protective order or comparable assurance that the Confidential Information so provided will be held in confidence and not further disclosed to any other person, absent the owner's prior consent. 11.7. The provisions of Section 12.1 above shall not apply to reasonably necessary disclosures in or in connection with filings under any securities laws, regulatory filings or proceedings, financial disclosures which in the good faith judgment of the disclosing party are required by law, disclosures required by court or tribunal or competent jurisdiction, or disclosures that may be reasonably necessary in connection with the performance or enforcement of this Agreement or any of the obligations hereof; provided, however, that if the receiving party would otherwise be required to refer to or describe any aspect of this Agreement in any of the preceding circumstances, the receiving party shall use its reasonable efforts to take such steps as are available under such circumstances (such as by providing a summary or synopsis) to avoid disclosure of the financial terms and conditions of this Agreement. Notwithstanding any provisions of this Agreement to the contrary, either party may disclose the terms and conditions of this Agreement in the course of a due diligence review performed in connection with prospective debt financing or equity investment by, or a sale to, a third party, so long as the persons conducting such due diligence review have agreed to maintain the confidentiality of such disclosure and not to use such disclosure for any purpose other such due diligence review. 12. INDEMNIFICATIONS 12.1. SAVVIS shall indemnify, defend, and hold Bridge (including any of its directors, officers, employees, agents or assigns) harmless from any claims, actions or suits to the extent that such claim or action arises from Bridge's provision to SAVVIS of the Services and to the extent that such claim, action or suit does not arise from the gross negligence or intentional misconduct of Bridge. SAVVIS may settle, or otherwise manage at its own cost and expense any such claims, actions or suits. Bridge shall notify SAVVIS promptly in writing of any such claim, action or suit and shall cooperate with SAVVIS in a reasonable way to facilitate the settlement or defense thereof. 12.2 Bridge shall indemnify, defend, and hold SAVVIS (including any of its directors, officers, employees, agents or assigns) harmless from any claims, actions or suits to the extent that such claim or action arises from Bridge's gross negligence or intentional misconduct in the provision to SAVVIS of the Services, unless such claim, action or suit also arises from the gross negligence or intentional misconduct of SAVVIS. Bridge may settle, or otherwise manage at its own cost 31 and expense any such claims, actions or suits. SAVVIS shall notify Bridge promptly in writing of any such claim, action or suit and shall cooperate with Bridge in a reasonable way to facilitate the settlement or defense thereof. 13. DISPUTES 13.1. Resolution of any and all disputes arising from or in connection with this Agreement, whether based on contract, tort, statute or otherwise, including disputes over arbitrability and disputes in connection with claims by third persons ("DISPUTES") shall be exclusively governed by and settled in accordance with the provisions of this Section 14. The foregoing shall not preclude recourse to judicial proceedings to obtain injunctive, emergency or other equitable relief to enforce the provisions of this Agreement, including specific performance, and to decide such issues as are required to be resolved in determining whether to grant such relief. Resolution of Disputes with respect to claims by third persons shall be deferred until any judicial proceedings with respect thereto are concluded. 13.2. The parties hereby agree to submit all Disputes to rules of arbitration of the American Arbitration Association and the Missouri Uniform Arbitration Act (the "RULES") under the following provisions, which shall be final and binding upon the parties, their successors and assigns, and that the following provisions constitute a binding arbitration clause under applicable law. Either party may serve process or notice on the other in any arbitration or litigation in accordance with the notice provisions hereof. The parties agree not to disclose any information regarding any Dispute or the conduct of any arbitration hereunder, including the existence of such Dispute or such arbitration, to any person or entity other than such employees or representatives of such party as have a need to know. 13.3. Either party may commence proceedings hereunder by delivery of written notice providing a reasonable description of the Dispute to the other, including a reference to this provision (the "DISPUTE NOTICE"). Either party may initiate arbitration of a Dispute by delivery of a demand therefor (the "ARBITRATION DEMAND") to the other party not sooner than 60 calendar days after the date of delivery of the Dispute Notice but at any time thereafter. The arbitration shall be conducted in St. Louis, Missouri. 13.4. The arbitration shall be conducted by three arbitrators (the "ARBITRATORS"), one of whom shall be selected by Bridge, one by SAVVIS, and the third by agreement of the other two not later than 10 days after appointment of the first two, or, failing such agreement, appointed pursuant to the Rules. If an Arbitrator becomes unable to serve, a successor shall be selected or appointed in the same manner in which the predecessor Arbitrator was appointed. 13.5. The arbitration shall be conducted pursuant to such procedures as the parties may agree or, in the absence of or failing such agreement, pursuant to the Rules. Notwithstanding the foregoing, each party shall have the right to inspect the books and records of the other party that are reasonably related to the Dispute, and each party shall provide to the other, reasonably in advance of any hearing, copies of all 32 documents which such party intends to present in such hearing and the names and addresses of all witnesses whose testimony such party intends to present in such hearing. 13.6. All hearings shall be conducted on an expedited schedule, and all proceedings shall be confidential. Either party may at its expense make a stenographic record thereof. 13.7. The Arbitrators shall complete all hearings not later than 90 calendar days after the Arbitrators' selection or appointment, and shall make a final award not later than 30 calendar days thereafter. The Arbitrators shall apportion all costs and expenses of the Arbitration, including the Arbitrators' fees and expenses of experts ("ARBITRATION COSTS") between the prevailing and non-prevailing parties as the Arbitrators deem fair and reasonable. In circumstances where a Dispute has been asserted or defended against on grounds that the Arbitrators deem manifestly unreasonable, the Arbitrators may assess all Arbitration Costs against the non-prevailing party and may include in the award the prevailing party's attorneys' fees and expenses in connection with any and all proceedings under this Section 14. 13.8. Either party may assert appropriate statutes of limitation as a defense in arbitration; provided, that upon delivery of a Dispute Notice any such statute shall be tolled pending resolution hereunder. 13.9. Pending the resolution of any dispute or controversy arising under this Agreement, the parties shall continue to perform their respective obligations hereunder, and Bridge shall not discontinue, disconnect or in any other fashion cease to provide all or any substantial portion of the Services to SAVVIS unless otherwise directed by SAVVIS. This Section shall not apply where SAVVIS is in default under this Agreement. 14. FORCE MAJEURE 14.1. In no event shall either party be liable to the other for any failure to perform hereunder that is due to war, riots, embargoes, strikes or other concerted acts of workers (whether of a party hereto or of others), casualties, accidents or other causes to the extent that such failure and the consequences thereof are reasonably beyond the control and without the fault or negligence of the party claiming excuse. Each party shall, with the cooperation of the other party, use reasonable efforts to mitigate the extent of any failure to perform and the adverse consequences thereof. 14.2. If Bridge cannot promptly provide a suitable temporary Bridge alternative to a Service subject to an interruption in connection with the existence or a force majeure condition, SAVVIS may, at its option and at its own cost, contract with one or more third parties for any or all affected Services for the shortest commercially available period likely to cover the reasonably expected duration of the Interruption, and may suspend Bridge's provision of such Services for such period. Bridge shall not charge SAVVIS for any Services thus suspended during the period of suspension. Bridge shall resume provision of the suspended 33 Services upon the later of the termination or expiration of SAVVIS' legally binding commitments under contracts with third parties for alternative services or the cessation or remedy of the force majeure condition. 14.3. In the event that a force majeure condition shall continue for more than 60 days, SAVVIS may cancel the affected Services with no further liability to Bridge other than for Services received by SAVVIS prior to the occurrence of the force majeure condition. 15. GENERAL PROVISIONS 15.1. NO THIRD-PARTY BENEFICIARIES. This Agreement shall not confer any rights or remedies upon any person or entity other than the parties and their respective successors and permitted assigns. 15.2. ENTIRE AGREEMENT. This Agreement (including the documents referred to herein) constitutes the entire agreement between the parties and supersedes any prior understandings, agreements, or representations by or between the parties, written or oral, to the extent they related in any way to the subject matter hereof. 15.3. SUCCESSION AND ASSIGNMENT. This Agreement shall be binding upon and inure to the benefit of the parties named herein and their respective successors and permitted assigns. No party may assign either this Agreement or any of its rights, interests, or obligations hereunder without the prior written approval of the other party, which consent shall not be unreasonably withheld. 15.4. COUNTERPARTS. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which together will constitute one and the same instrument. 15.5. HEADINGS. The Section headings contained in this Agreement are inserted for convenience only and shall not affect in any way the meaning or interpretation of this Agreement. 15.6. NOTICES. All notices, requests, demands, claims, and other communications hereunder will be in writing. Any notice, request, demand, claim, or other communication hereunder shall be deemed duly given if (and then two business days after) it is sent by registered or certified mail, return receipt requested, postage prepaid, and addressed to the intended recipient as set forth below: If to Bridge: Bridge Information Systems, Inc. Three World Financial Center New York, New York 10285 (212) 372-7195 (fax) Attention: Zachary Snow, Executive Vice President and General Counsel 34 If to SAVVIS: SAVVIS Communications Corporation 717 Office Parkway St. Louis, Missouri 63141 (314) 468-7550 (fax) Attention: Steven M. Gallant, Vice President and General Counsel Any party may send any notice, request, demand, claim, or other communication hereunder to the intended recipient at the address set forth above using any other means (including personal delivery, expedited courier, messenger service, telecopy, telex, ordinary mail, or electronic mail), but no such notice, request, demand, claim, or other communication shall be deemed to have been duly given unless and until it actually is received by the intended recipient. Any party may change the address to which notices, requests, demands, claims, and other communications hereunder are to be delivered by giving the other party notice in the manner herein set forth. 15.7. GOVERNING LAW. This Agreement shall be governed by and construed in accordance with the domestic laws of the State of Missouri without giving effect to any choice or conflict of law provision or rule (whether of the State of Missouri or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Missouri. 15.8. AMENDMENTS AND WAIVERS. No amendment of any provision of this Agreement shall be valid unless the same shall be in writing and signed by SAVVIS and Bridge. No waiver by any party of any default, misrepresentation, or breach of warranty or covenant hereunder, whether intentional or not, shall be deemed to extend to any prior or subsequent default, misrepresentation, or breach of warranty or covenant hereunder or affect in any way any rights arising by virtue of any prior or subsequent such occurrence. 15.9. SEVERABILITY. Any term or provision of this Agreement that is invalid or unenforceable in any situation in any jurisdiction shall not affect the validity or enforceability of the remaining terms and provisions hereof or the validity or enforceability of the offending term or provision in any other situation or in any other jurisdiction. 15.10. EXPENSES. Each party will bear its own costs and expenses (including legal fees and expenses) incurred in connection with this Agreement and the transactions contemplated hereby. 15.11. CONSTRUCTION. Any reference to any federal, state, local, or foreign statute or law shall be deemed also to refer to all rules and regulations promulgated thereunder, unless the context requires otherwise. The word "including" shall mean including without limitation. 35 15.12. ADDENDA AND SCHEDULES. The Addenda and Schedules identified in this Agreement are incorporated herein by reference and made a part hereof. IN WITNESS WHEREOF, the parties hereto have caused this Administrative Services Agreement to be executed as of the date first above written. SAVVIS COMMUNICATIONS CORPORATION By ______________________________________ Name: ____________________________________ Title: ___________________________________ BRIDGE INFORMATION SYSTEMS, INC. By ______________________________________ Name: ____________________________________ Title: ___________________________________