Exhibit 10.1
CONFIDENTIAL
AGREEMENT
THIS AGREEMENT (“Agreement”) is made
as of this 30 th day of September, 1993 and effective as
of January 1, 1994 (the “Effective Date”), by and
between Advent Software, Inc., with principal offices at 301
Brannan Street, San Francisco, CA 94107 (“Advent”) and
Interactive Data Corporation with principal offices at 95 Hayden
Avenue, Lexington, MA 02173 (“Interactive”).
WITNESSETH THAT:
WHEREAS, Interactive is engaged in the
development and marketing of computer-based information services,
one component of which is a communications environment know as
(“Datafeed”);
WHEREAS, Advent has developed a group of
computer software programs identified on Exhibit A
(collectively, the “Product”) that maintain records of
investment portfolio transactions and prepare certain analyses and
reports for investment instruments;
WHEREAS, Advent and Interactive market their
separate services and products to others and wish to make this a
non-exclusive agreement between the two parties;
WHEREAS, Advent and Interactive would like to
continue making the Product available in conjunction with
Interactive’s information services by means of
Interactive’s Datafeed product, all on the terms and
conditions set forth below;
NOW THEREFORE, in consideration of the mutual
promises hereinafter set forth, the parties agree as
follows:
1.
Development
. Interactive will continue to
provide Advent with those specifications of the Datafeed
environment which are necessary for Advent to develop routines in
the Product that enable the Product to access and process the
information contained in the various financial databases residing
on Interactive’s computer system.
2.
Offering of Services
. Interactive will allow the
Product, modified to operate in the Datafeed communications
environment, to enable Advent’s clients using the Product to
access, retrieve, and process financial information residing on
Interactive’s computer system. Sales of
Interactive’s financial information services shall be made in
accordance with the Price List in Exhibit B, as adjusted for
periodic price changes. Interactive is authorized to use two
copies of the Product provided by Advent for training by
Interactive of Interactive’s marketing and customer support
personnel, and other purely internal uses without being obligated
to pay Advent any compensation for such use. Interactive
agrees to be bound by the terms of Advent’s standard software
license agreement.
3
Commissions
. Interactive agrees to pay
directly to Advent an amount equal to [**]% of all monthly
revenue (as defined below), provided that such revenue does
not
[**] Certain information on this page has
been omitted and filed separately with the commission. Confidential
treatment has been requested with respect to the omitted
portions
fall below $100,000.00 with respect to any
month. Should the monthly revenue fall below $100,000.00 for
any month during the term of this Agreement or during the
twenty-four month period described in Section 13, then the
commission paid for that month only will be [**] %. In
addition, during the twenty-four month period described in section
13, the [**] % rate referred to above shall be reduced to
[**] % in the event that this Agreement has been terminated
by Advent. Monthly revenue is defined as all amounts actually
collected by Interactive with respect to any month from
Advent’s clients whose use of the Product together with
Datafeed enables them to access, retrieve, or process financial
information residing on Interactive’s computer system, which
amounts may be reduced as set forth in the last sentence of this
Section. Such revenue includes, without limitation, the
collected amounts of initial sign-up fees, monthly access charges,
usage fees based on the types and quantities of information
retrieved from Interactive’s system by the client, monthly
Local Area Network fees, and any other current or future charges to
Advent’s clients based upon the establishment of their
relationship with Interactive and their usage of data available via
Interactive’s Datafeed product that is input into the Product
via the routines developed by Advent maintained in the
Product. Interactive will be able to offset the monthly
revenue amount by the extraordinary costs of collection, any
subscription fees or other costs imposed by a third party supplier
(including any affiliate of Interactive) of data, and communication
charges.
4.
Monthly Reports; Collection of
Fees . Within
forty-five (45) days after the end of each month, Interactive will
provide Advent with a report produced by Interactive’s
standard billing procedures showing the names of Advent’s
clients which had access via Datafeed to the financial databases
residing on Interactive’s computers during such month, their
level of usage during the month, and how much the client paid to
Interactive for that month. Interactive agrees to pay Advent
the commission required under section 3 above within forty-five
(45) days after the end of each month.
5.
Advent Access to
Interactive’s Computer System . Advent will be assigned a unique User ID
and password for the purpose of testing the Product/Datafeed
interface and for support of clients. Access to
Interactive’s computer system by means of such User ID and
password will be made available at no charge up to limits
periodically specified by Interactive. Such use will be
provided on an internal priority basis, which is the same basis on
which use of the computer system is provided to Interactive’s
own programmers, but which may entail slower response time than the
basis on which use of the computer system is provided to
customers. Such use will, however, be provided on a customary
basis, if requested, for marketing demonstrations.
Advent will use computer system resources
provided by Interactive pursuant to the provisions of this section
only for the purposes specified and for no other purposes.
Computer resources used by Advent for all other purposes or in
excess of the amounts specified by Interactive will be provided by
Interactive and paid for by Advent at Interactive’s standard
commercial charges for usage on a customer priority basis in
accordance with Interactive’s standard customer terms and
conditions then in effect.
[**] Certain information on this page has
been omitted and filed separately with the commission. Confidential
treatment has been requested with respect to the omitted
portions
6.
Marketing of the
Product .
Interactive and Advent, each at its own expense, will cooperate in
marketing the use of the Product in conjunction with
Interactive’s information services. However, neither
party shall have any obligation to the other to undertake marketing
efforts. Advent shall be responsible for supplying
documentation to clients describing the necessary procedures to
access the Datafeed interface and Interactive’s financial
databases. Interactive will supply Advent’s clients
with a description of the Datafeed product and an outline
description of the financial information to which they may have
access.
7.
Technical Support
. Advent, at its expense, will
be responsible for the technical support of clients with respect to
their use of the Product. Interactive, at its expense, will
provide assistance to clients in interpreting Interactive’s
financial data which was accessed by means of the Datafeed
product.
8.
Maintenance and
Updating . Advent,
at its expense, will maintain a version of the Product in an
operational status ready for use by clients in conjunction with the
Datafeed communications interface to Interactive’s financial
databases.
9.
Ownership of Services
. Interactive agrees that the
Product is and will remain the sole property of Advent and agrees
not to sell, transfer, distribute, or otherwise make the Product,
or any part thereof, or the use of the Product, or any part
thereof, available at any person or organization, except as
provided in this Agreement. Advent agrees that Datafeed is
and will remain the sole property of Interactive and agrees not to
sell, transfer, distribute, or otherwise make Datafeed, or any part
thereof, or the use of Datafeed, or any part thereof, available at
any person or organization, except as provided in this
Agreement.
10.
Limitation on Use of
Parties’ Names . Neither party shall use the name of the
other party or any other name or mark owned by the other party
except as expressly authorized in advance in writing by said other
party. All trade names, trademarks and service marks, and
attendant goodwill, now owned by each party shall remain its sole
property and all rights accruing from their use shall inure to the
benefit of the owner party.
11.
Confidentiality
. Each party will preserve the
“Confidential Information” of or pertaining to the
other party and will not, without first obtaining the other’s
written consent, disclose to any person or
