This Contract is entered into this ____ day of _____, ____, by and between Taiwan Stock Exchange Corporation (hereinafter referred to as "Party A") and _________________________ (hereinafter referred to as "Party B") pursuant to the Regulations Governing the Use of Trading Information of Party A for the use of the trading information and equipment of the stock exchange market, as follows:
After this Contract is executed and becomes effective, Party B shall have the right to use the trading information provided by Party A and shall observe the relevant laws and regulations of the competent authority; the Regulations Governing the Use of Trading Information and other relevant rules, circular letters and public announcements of Party A; and the obligation to pay fees.
The copyrights and other related rights over any trading information provided by Party A to Party B in accordance with this Contract shall belong to Party A. Unless otherwise agreed by Party A, Party B shall not lease, sell or assign such trading information, or otherwise forward such trading information to places outside its business office, or modify, make additions to, expand, delete or destroy, damage or otherwise alter such trading information and its devices and equipment.
Party A agrees that Party B may develop its own software and hardware equipment relating to the trading information; provided, however, that such software and hardware equipment shall not be used until prior approval from Party A is obtained. Party B shall bear sole legal liability for the equipment and information developed by itself.
In order to enable Party A to provide Party B, with the trading information in accordance with this Contract, Party B shall connect its system to the trading information system of Party A to be in sync with the existing software and hardware equipment of Party A.
Party B agrees to apply to the Directorate General of Telecommunications for data link between Party A and the test field before conducting any interconnection tests; however, Party A will not provide places for the tests.
When Party B conducts interconnection or interconnection related tests, Party B shall transmit in the manner designated by Party A.
The transmission format mentioned in the preceding paragraph shall be notified by Party A separately.
Party B shall bear liability for damages for any damage to the equipment provided by Party A occurring when Party B tests the trading information transmission system or uses trading information.
Party B agrees the computer connection between the parties pursuant to this Contract shall be used exclusively for transmission of the trading information described in this Contract and may not be used by Party B for any other purposes..
The parties agree that, in the event of an interruption in the transmission of trading information or a malfunction in the connection transmission equipment after information transmission has commenced for the interconnection tests pursuant to this Contract, no matter the cause, neither party shall be entitled to claim damages against the other party.
Party A may at any time send personnel to inspect and check Party B's place(s) where the trading information is used, and Party B shall not refuse or evade such inspection and checks. In case of any violation, Party A may deal with the situation in accordance with the Regulations Governing the Use of Trading Information.
Party B agrees in regard to information, data or other materials related to the business activities of Party A or the subject matters of this Contract that may come to the knowledge of Party B as a result of the performance of this Contract, Party B shall have the obligation to keep them in confidence and shall not disclose them to other persons or conduct other acts detrimental to Party A.
In case normal transmission of trading information is hindered due to a natural disaster, incident, strike, slowdown, force majeure or any other accident, neither party is liable for breach of contract.
In order to meet the need for development of a trading information system or to comply with relevant rules and regulations, Party A may, at a prescribed time or any time, terminate this Contract by giving Party B written notice.
In case Party B ceases operation during the term of this Contract, Party A may notify Party B that the provision of trading information will be suspended. Once the provision of trading information is suspended, Party A will restore the provision of trading information three days after Party B notifies Party A of the reestablishment of its business.
Neither party hereto may assign or transfer this Contract without the written consent of the other party.
The parties shall resolve any dispute between them arising from or in connection with this Contract by arbitration in accordance with the Commercial Arbitration Law of the R.O.C. If a suit is filed or litigation is initiated to set aside the arbitral award for the arbitral award is not sustained, the parties agree that the Taipei District Court, Taiwan shall be the court of the first instance.
Matters not included in this Contract shall be governed by the Regulations Governing the Use of Trading Information of Party A and the provisions of other relevant rules.
This Contract shall take effect from the date of execution.
This Contract is made in two（2）originals and two (2) copies, with each party to hold one (1) original and one (1) copy as evidence.
Party A: Taiwan Stock Exchange Corporation