Market Data Services Agreement

MARKET DATA SERVICES AGREEMENT

This Market Data Services Agreement (the "Agreement") is entered into as of by and between Client Name: with address: and Service Provider Name: with address: .

Recitals

WHEREAS, Service Provider operates a market data aggregation, normalization and distribution service and possesses market data feeds, derived data, interfaces and related technology that Client wishes to receive under the terms of this Agreement;

WHEREAS, Client requires market data to support commercial, analytical and trading activities, and desires to obtain such services from Service Provider subject to the restrictions and obligations set forth herein;

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained in this Agreement, the parties agree as follows.

1. Scope of Work

Service Provider will provide the market data services described below (the "Services"), which shall include data feeds, delivery formats, service levels, and permitted uses. Specific deliverables, acceptance criteria and technical specifications are set out in the Scope of Work field and constitute an integral part of this Agreement.

2. Payment Terms

Client shall pay Service Provider the fees set forth below in consideration for the Services. All fees are payable in United States Dollars and are exclusive of applicable taxes unless otherwise stated.

Invoices will be issued in accordance with the Billing Schedule. Unless expressly stated, fees are non-refundable. Overdue amounts shall accrue interest at the rate specified above and Client shall be responsible for all costs of collection, including reasonable attorneys' fees.

3. Term and Termination

This Agreement commences on the Start Date and, unless earlier terminated in accordance with this Section, continues until the End Date.

Start Date:    End Date:

Either party may terminate this Agreement for material breach by the other party if such breach remains uncured thirty (30) days after written notice specifying the breach. Service Provider may suspend delivery of Services for Client's failure to pay undisputed sums when due. Termination shall be without prejudice to any rights or remedies accrued prior to termination.

Upon termination or expiration, Client shall immediately cease use of all market data and return or securely destroy all confidential materials belonging to Service Provider and certify such destruction upon request.

4. Confidentiality

"Confidential Information" means non-public information disclosed by a party that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including pricing, product specifications, market data, derived algorithms and customer lists.

Receiving party shall not use Confidential Information except to perform its obligations under this Agreement, and shall protect such Confidential Information with at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care. Confidentiality obligations do not apply to information that is: (a) known to the public other than by breach; (b) rightfully received from a third party without restriction; (c) independently developed without reference to Confidential Information; or (d) required to be disclosed by law or regulation, provided the disclosing party is given prompt notice to seek protective relief.

The obligations set forth in this Section shall survive termination of this Agreement for a period of three (3) years, except that trade secrets shall remain protected for as long as they qualify as trade secrets under applicable law.

5. Use Restrictions; Intellectual Property

Client acknowledges that Service Provider and its licensors retain all right, title and interest in and to the market data, software, documentation and any derivative works (collectively, "Provider IP"). Client is granted a limited, non-exclusive, non-transferable, non-sublicensable right to receive and use the Services and Provider IP solely for the Permitted Use specified in the Scope of Work. Client shall not copy, reverse engineer, redistribute, sublicense, resell, or create derivative products from Provider IP except as expressly permitted in this Agreement.

Service Provider may audit Client's use of the data upon reasonable prior written notice, during normal business hours and no more than once per year, to verify compliance. Any noncompliance discovered shall be promptly remedied and may be subject to retroactive fees.

6. Liability and Indemnification

EACH PARTY'S AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY. NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR SPECIAL DAMAGES.

Client shall indemnify, defend and hold harmless Service Provider from and against any third-party claims arising from Client's breach of use restrictions, misuse of data, or negligence. Service Provider shall indemnify Client for third-party claims arising from Service Provider's gross negligence or willful misconduct in providing the Services.

7. Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles. The parties agree that exclusive jurisdiction and venue for any dispute arising out of or relating to this Agreement shall be the state or federal courts located in the selected state, unless the parties agree in writing to alternative dispute resolution.

8. Entire Agreement; Amendments

This Agreement, including the Scope of Work and any written schedules or exhibits expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals and communications, whether oral or written. No amendment or modification of this Agreement will be effective except in a writing signed by authorized representatives of both parties.

9. Miscellaneous

The parties are independent contractors. Neither party may assign this Agreement without the prior written consent of the other, except that Service Provider may assign to an affiliate or successor in connection with a sale of substantially all of its assets. Notices shall be in writing and delivered to the addresses set forth above or such other address as a party designates by written notice.

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