This Agreement, entered into this ____ day of _____, 200__, 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" stipulated by Party A for the provision by Party A of trading information for the use of Party B. The parties have agreed to abide by the following terms and conditions:
After this Agreement has been executed and become effective, Party B shall have the right to use the trading information provided by Party A and shall observe the relevant laws and regulations stipulated by the competent authority, the "Regulations Governing the Use of Trading Information" of Party A, the provisions of other relevant rules, circular letters and public announcements, and the obligation to pay fees or royalties; the same shall be true when there is any amendment to the provisions of the relevant regulations, rules, circular letters or public announcements.
Where there is any amendment to the relevant provisions of any laws, regulations, rules, circular letters or public announcements subsequent to the execution of this Agreement, Party A shall be obligated to notify Party B, and Party B shall be bound to observe such amendment in a timely manner.
The ownership and other related rights over any trading information provided by Party A to Party B in accordance with this Agreement shall belong to Party A. Unless otherwise agreed by Party A, Party B shall not relay, retransmit, reproduce, lend, lease or sell to any third party such trading information, nor shall Party B modify, make addition to, expand, delete from or destroy, damage or make any other alteration of such trading information and/or its devices and equipment.
Unless otherwise agreed by Party A, Party B and its users shall not use the trading information of Party A for compiling indexes or for devising other derivative products, nor shall Party B transmit such trading information to third persons. In case of any violation, Party A may terminate this Agreement or request that Party B ceases transmitting trading information to such user.
Party A agrees that Party B may develop its own software and hardware equipment for processing the trading information; provided however that, in order to maintain the integrity of the securities market and the safety of the trading information, Party A may place restrictions on such development. If, following such development and processing of information by Party B, errors occur in the trading information, Party B shall bear sole legal liability for any such errors.
Party B shall conspicuously indicate on the screen of the trading information which is processed by its own development Party B's name or other distinguishable service mark. In addition, a remark that this information has been processed and provided by Party B and a legend "source of the information: Taiwan Stock Exchange (TWSE) " shall also be shown on the screen.
In order to facilitate administration of the contents of the information referred to in the preceding Paragraph, if Party B transmits trading information to its customers within the territory of Taiwan by means of a "dedicated line for data (including dial-up line), cable modem or VPN," Party A may request that Party B, at its own expense, provide three sets of electronic displays or user's accounts for use by Party A.
The contents of the trading information provided by Party A to Party B shall be limited to those transmitting items listed in the fee schedule of Party A's Regulations Governing the Use of Trading Information. Party B shall pay separate royalties and other fees if Party B requires information other than those transmitting items on the list.
In case it is necessary to change the transmitting items referred to in the immediately preceding Paragraph or their contents due to business needs of Party A or the instructions of the competent authority, Party A may at any time change it by giving Party B notice in writing, to which Party B shall not raise any objection.
In order to enable Party A to provide Party B, through direct connection, with the trading information in accordance with this Agreement, Party B shall use the software and hardware equipment which are compatible with those used by Party A and connect its system with that of Party A, and shall use the method and format designated by Party A for transmission..
Simultaneously with the execution of this Agreement by the parties, Party B shall pay Party A Five Hundred Thousand New Taiwan Dollars (NT$500,000) as the security sum. Upon termination or rescission of this Agreement, Party A shall refund the balance of the security sum, without interest, to Party B after deducting the outstanding obligations of Party B under this Agreement.
Party A agrees that Party B will transmit the trading information in the manner as described below (tick the appropriate box(es)):
Methods: ____ dedicated line for data (dial-up line)
____ data feed
____ securities voice system
____ data base inquiry system
____ dynamic data
____ cellular mobile telephone
____ frequency modulation sub-carrier
In case of any change of the box(es) checked above, such change shall become a part of this Agreement after Party A has given its written consent, and Party B shall pay the required fees in accordance with the Criteria for Charging Fees.
The connection of the computer system between the parties pursuant to this Agreement shall be used exclusively for transmission of trading information described in this Agreement, and Party B shall not use it 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 pursuant to this Agreement, either party, after verification of accountability for the cause, shall be entitled to claim from the other party an amount no greater than that months' fee for use of the trading information for damages arising out of the unavailability of the trading information.
Party A agrees that Party B may accept the request of its users to retransmit the trading information to the places of its users in accordance with Party A's Regulations Governing the Use of Trading Information.
Party A may 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 Party A's Regulations Governing the Use of Trading Information.
The scope of the inspections and checks under the preceding paragraph shall be restricted to those which are necessary to ascertain legal compliance by Party B in the use of trading information, in accordance with the relevant provisions of Party A's Regulations Governing the Use of Trading Information. Such inspections and checks shall be performed in accordance with reasonable requests by Party B relating to confidentiality, security, and business matters.
Party A shall give advance notice to Party B when it needs to perform an inspection or check. The costs of such inspections or checks shall be borne solely by Party A.
In regard to the information, intelligence or other materials related to the business activities of either party or the subject matters of this Agreement that may come to the knowledge of the other party as a result of the performance of this Agreement, the other party shall have the obligation to keep them in confidence and shall not disclose them to other persons nor conduct other acts that could adversely affect the interest of the first mentioned party.
In case the normal transmission of trading information is hindered due to natural disaster, incident, strike, sabotage, force majeure or any other accident, it shall not be deemed a breach of contract by either party.
In order to meet the need for development of trading information system or to comply with relevant rules and regulations, Party A may terminate this Agreement by giving Party B a 3-month prior written notice stating therein the cause thereof.
In case either party hereto is dissolved, ceases operation, goes bankruptcy, reorganization or liquidation during the term of this Agreement, this Agreement shall be deemed to have been terminated.
Neither party hereto may assign or transfer this Agreement to a third party without the prior written consent of the other party.
The parties agree that Taipei District Court shall be the court of the first instance in respect of any dispute between the parties arising from or in connection with this Agreement.
Party B shall keep its subscribers informed of, and shall cause its subscribers to abide by, the provisions of Party A's Regulations Governing the Use of Trading Information and other related rules, circular letters and public announcements.
Where there is any amendment to any provision of this Agreement due to the business needs of Party A or according to the instructions of the Competent Authority, Party B shall abide by such amendment if Party B does not express its intention to terminate this Agreement within one (1) month after Party A has notified Party B in writing of such amendment.
The term of this Agreement shall be two (2) years from the signing date hereof and may be renewed for one (1) additional year upon expiration of the initial term if neither party hereto expresses objection to the renewal hereof. The above shall also apply to any subsequent renewal(s). For termination of this Agreement, either party shall give a three-month prior written notice to the other party.
This Agreement is made in two (2) originals, and each party holds (1) one original for record.
Party A: Taiwan Stock Exchange Corporation
Address: 9F, No. 7, Sec. 5, Xinyi Rd., Taipei
Taiwan 11049, Republic of China