INDEX LICENSE AGREEMENT

License Agreement

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CME GROUP INC. | CHICAGO, INC

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Title: INDEX LICENSE AGREEMENT
Governing Law: New York Date: 11/8/2007
Industry: Investment Services Sector: Financial

INDEX LICENSE AGREEMENT, Parties: cme group inc. , chicago inc

Exhibit 10.7

Portions of this exhibit have been omitted pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. The omissions have been indicated by asterisks (“*****”), and the omitted text has been filed separately with the Securities and Exchange Commission.

INDEX LICENSE AGREEMENT

Between

DOW JONES & COMPANY, INC.

And

THE BOARD OF TRADE OF THE CITY OF CHICAGO, INC.

Effective: September 11, 2007

Table of Contents


ARTICLE I – DEFINITIONS; INTERPRETATION			1
	1.	Definitions	1
	2.	Interpretation	4

ARTICLE II – TERMS AND CONDITIONS			5
	1.	Grant of License.	5
	2.	Term.	7
	3.	License Fees.	7
	4.	Termination.	8
	5.	Dow Jones Obligations: Licensee’s Obligations.	10
	6.	Intellectual Property.	11
	7.	Proprietary Rights.	14
	8.	Warranties: Disclaimers.	15
	9.	Indemnification.	16
	10.	Suspension of Performance.	17
	11.	Injunctive Relief.	17
	12.	Other Matters.	17

INDEX OF ATTACHMENTS			21
	SCHEDULE A. LICENSED INDEXES		22
	SCHEDULE B. DOW JONES MARKS		23
	SCHEDULE C. LICENSE FEES		24
	SCHEDULE D. DISCLAIMER		26
	SCHEDULE E. SUBLICENSE		27
SUBLICENSEE			28

INDEX OF ATTACHMENTS

SCHEDULES:


Schedule A		Licensed Indexes
Schedule B		Licensed Marks
Schedule C		License Fees
Schedule D		Disclaimer
Schedule E		Draft Sublicense

This Agreement (“Agreement”), dated as of September 11, 2007 (the “Effective Date”), is made by and between Dow Jones & Company, Inc. (“Dow Jones”), having an office at 200 Liberty Street, New York, New York 10281, and the Board of Trade of the City of Chicago, Inc. (the “Licensee”), having an office at 141 West Jackson Boulevard, Chicago, Illinois 60604.

WHEREAS, Dow Jones compiles, calculates and maintains the indexes specified on Schedule A hereto (the “Licensed Indexes”), and Dow Jones owns rights in and to the Licensed Indexes, the proprietary data contained therein, and the Dow Jones Marks (defined below) (such rights, including without limitation, copyright, patents, database rights, trademark and service marks and the goodwill associated therewith, proprietary rights and trade secrets, such rights being hereinafter collectively referred to as the “Intellectual Property”) and

WHEREAS, Dow Jones uses in commerce and has trade name and/or trademark rights to certain designations defined in Schedule C and those designations identifying the indexes listed on Schedule A hereto (such rights being hereinafter individually and collectively referred to as the “Dow Jones Marks”) and

WHEREAS, Dow Jones and License are currently parties to a Agreement (inclusive of all amendments referred to as the “1997 Agreement “), which will expire on December 31, 2007 pursuant to which Licensee uses certain of the Licensed Indexes and the Dow Jones Marks in connection with (i) the listing for trading, marketing and promotion of the Products and (ii) making disclosure about the Products under applicable laws, rules and regulations in order to indicate that Dow Jones is the source of the Licensed Indexes.

WHEREAS, Dow Jones and Licensee wish to enter into a new licensing arrangement by entering into this Agreement pursuant to the terms and conditions hereinafter set forth;

NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements contained herein, it is agreed as follows:

ARTICLE I – DEFINITIONS; INTERPRETATION

1.	Definitions

The following words and phrases have the following meanings for purposes of this Agreement.

1.1

“1997 Agreement” has the meaning set forth in the Recitals to this Agreement.

1.2

“Agreement” has the meaning set forth in the Recitals to this Agreement.

1.3

“Breaching Party” means a party who materially breaches this Agreement.

1.4

“CBOT” means the Board of Trade of the City of Chicago, Inc.

1.5

“CFTC” means United States Commodity Futures Trading Commission.

1.6

“Change in the Law” has the meaning set forth in Article II, Section 6.8.

1.7

“Confidential Information” means (i) any documentation or other materials that are marked as “Confidential” by the providing party, (ii) information that is disclosed orally and is indicated as “Confidential” at the time of disclosure or ought reasonably to be considered confidential under the circumstances and (iii) the terms of this Agreement. Confidential Information as described in clause (i) of the preceding sentence shall not include (A) any information that is available to the public or to the receiving party hereunder from sources other than the providing party (provided that such source is not subject to a confidentiality agreement with regard to such information) or (B) any information that is independently developed by the receiving party without use of or reference to Confidential Information from the providing party.

1.8

“Control” means ownership of more than fifty percent (50%) of the voting securities.

1.9

“DJIA” means the Dow Jones Industrial Average index.

1.10

“Dow Jones Marks” has the meaning set forth in the Recitals to this Agreement.

1.11

“Dow Jones” means Dow Jones & Company, Inc.

1.12

“Effective Date” has the meaning set forth in the preamble to this Agreement.

1.13

“Exclusively Licensed Indexes” has the meaning set forth in Schedule A to this Agreement.

1.14

“Exclusive Products” has the meaning set forth in Schedule C.

1.15

“Informational Materials” means, collectively, informational materials to be used in connection with the Products (including, when applicable, press releases, advertisements, brochures, flyers, handouts, web pages, and promotional and any other similar informational materials, and any documents or materials required to be filed with governmental or regulatory agencies) that in any way use or refer to Dow Jones, any of the Licensed Indexes or any of the Dow Jones Marks.

1.16

“Initial Term” means the initial contract period of time beginning on January 1, 2008 through December 31, 2014.

1.17

“Intellectual Property” has the meaning set forth in the Recitals to this Agreement.

1.18

“ISE Litigation” has the meaning set forth in Article II, Section 4.3.

1.19

“License Fees” means the fees payable by Licensee to Dow Jones under this Agreement.

1.20

“Licensed Indexes” has the meaning set forth in the Recitals to this Agreement.

1.21

“Licensee” has the meaning set forth in the Recitals to this Agreement.

1.22

“Losses” has the meaning set forth in section 9.1 of this Agreement.

1.23

“Market Data” shall mean bids, asks and market prices, opening and closing range prices, high-low prices, settlement prices, estimated and actual contract volume and other information regarding Licensee’s market activity, including exchange for physical transactions (excluding the values (e.g., index symbol, close, net change, net % change, open, high, low, etc.) of the Licensed Indexes).

1.24

“Non-exclusively Licensed Indexes” has the meaning set forth in Schedule A to this Agreement.

1.25

“Non-breaching Party” has the meaning set forth in Article II, Section 4.1.

1.26

“Pending Products” means Products that are listed by Licensee when this Agreement is terminated.

1.27

“Per Contract Fees” has the meaning set forth in Schedule C.

1.28

“Products” means standardized futures contracts and options on futures contracts that are traded on an exchange and based upon one or more of the Licensed Indexes and that are to be traded on or through the Licensee. Products shall be based on the whole Index and not any subset of or any of the components of any Index. Contracts for difference (CFDs) and spread betting are not Products for the purposes of this Agreement. Products may be quoted as described in Article II, Section 1.9.

1.29

“Proposed Index” means an index that Licensee may propose to Dow Jones to provide from time to time.

1.30

“Quarterly Minimum” has the meaning set forth in Schedule C.

1.31

“Renewal Term(s)” means the period(s) of time after the Initial Term during which this agreement is in force.

1.32

“Sublicense Agreement” has the meaning set forth in Article II, Section 1.10.

1.33

“Suspension Period” has the meaning set forth in Article II, Section 6.8 and 6.9.

1.34

“Target Launch Date” has the meaning set forth in Schedule A.

1.35

“Term” means the Initial Term and any Renewal Terms.

1.36

“Unlicensed User” means an exchange that uses one or more of the Exclusively Licensed Indexes or related Dow Jones Marks in connection with Products without the prior written consent of Licensee and Dow Jones.

2.	Interpretation

2.1

The term “include” (in all its forms) means “include, without limitation” unless the context clearly states otherwise.

2.2

All references in this Agreement to Articles, Sections, Schedules and Attachments, unless otherwise expressed or indicated are to the Articles, Sections, Schedules and Attachments of this Agreement.

2.3

Words importing persons include firms, associations, partnerships, trusts, corporations and other legal entities, including public bodies, as well as natural persons.

2.4

Any headings preceding the text of the Articles and Sections of this Agreement and any table of contents or marginal notes appended to it, are solely for convenience or reference and do not constitute a part of this Agreement, nor do they affect the meaning, construction or effect of this Agreement.

2.5

Words importing the singular include the plural and vice versa.

2.6

All references to a number of days mean calendar days, unless expressly indicated otherwise.

2.7

All references to “reasonable efforts” shall include taking into account all relevant commercial and regulatory factors.

2.8

All references to “regulation” or “regulatory proceedings” shall include regulations or proceedings by self-regulatory organizations such as securities or futures exchanges.

ARTICLE II – TERMS AND CONDITIONS

1.	Grant of License.

1.1

Subject to the terms and conditions of this Agreement, during the Term of this Agreement, Dow Jones hereby grants to Licensee a non-transferable sole and exclusive license on a worldwide 24-hour basis to use and, with the prior written consent of Dow Jones or pursuant to Article II, Section 1.10, to sublicense the Exclusively Licensed Indexes solely in connection with creating, listing, trading, clearing, marketing, and promoting the Products. Dow Jones shall not grant a license to any person in contravention of this Article II, Section 1.1.

1.2

Subject to the terms and conditions of this Agreement, during the Term of this Agreement , Dow Jones hereby grants to Licensee a non-transferable non-exclusive license on a worldwide 24-hour basis to use the Non-exclusively Licensed Indexes solely in connection with creating, listing, trading, clearing, marketing, and promoting the Products; provided, however, Dow Jones reserves the right to terminate the foregoing license with respect to individual Non-exclusively Licensed Indexes upon written notice to Licensee if Licensee has not commenced trading a Product based on such Non-exclusive Index(es) by the applicable Target Launch Date identified in Schedule A.

1.3

Subject to the terms and conditions of this Agreement, during the Term of this Agreement , Dow Jones hereby grants to Licensee a non-transferable license to use and refer to and, with the prior written consent of Dow Jones or pursuant to Article II, Section 1.10, to sublicense the Dow Jones Marks in connection with Licensee’s creating, listing, trading, clearing, marketing, and promoting the Products in order to indicate the source of the Licensed Indexes and as may otherwise be required by applicable laws, rules or regulations or under this Agreement .

1.4

Prior to December 31, 2010, Dow Jones shall not grant a license to use a “Dow Jones” branded index (e.g., not a co-branded index) based in whole on U.S. equities that is developed by Dow Jones on or after the Effective Date for any futures contract or option on a futures contract traded on an exchange, board of trade of other entity regulated by the CFTC, to any third party unless Dow Jones has first offered in writing to license such index to Licensee. If Licensee responds in writing to Dow Jones’ offer within thirty (30) days, Dow Jones and Licensee shall negotiate in good

faith, exercising reasonable efforts to agree on the terms of such license. If Licensee does not respond in writing to Dow Jones’ offer within thirty (30) days of its receipt, or if Dow Jones and Licensee have not executed a written agreement granting such a license to Licensee with the Product having been launched within thirty (30) days after Licensee’s initial response, then Dow Jones may license such index to any other third party; provided that the terms of any such license granted shall not be more favorable than those offered to or negotiated with Licensee.

1.5

Nothing contained in this Agreement constitutes a license to the Licensee to use any one or more of the Licensed Indexes other than in connection with the creating, listing, trading, clearing, marketing, and promoting the Products.

1.6

The Licensee acknowledges that the Licensed Indexes and the Dow Jones Marks are the exclusive property of Dow Jones and that Dow Jones has and retains all Intellectual Property and other proprietary rights therein. Except as otherwise specifically provided herein, Dow Jones reserves all rights to the Licensed Indexes and the Dow Jones Marks, and this Agreement shall not be construed to transfer to the Licensee any ownership right to, or equity interest in, the Licensed Indexes or the Dow Jones Marks, or in any Intellectual Property or other proprietary rights pertaining thereto.

1.7

The Licensee acknowledges that the Licensed Indexes and their compilation and composition, and any changes therein, are and will be in the complete control and sole discretion of Dow Jones.

1.8

Aside from the limitations set forth in the scope of the licenses granted herein and Dow Jones’ limited approval rights provided below, there will be no restrictions placed on how Licensee structures Products or how Licensee offers Products for trading. For example, Licensee may facilitate spread trading among Products and other products through special quoting or pricing mechanisms. For the avoidance of doubt, Licensee may continue to offer Products for trading through any trading or quoting mechanism that Licensee offers as of the Effective Date, including quoting based on volatility. If spread trading results in multiple Products being traded and Licensee collecting fees for those Products, Licensee shall pay Dow Jones the License Fees for each of those Products as if each Product had traded separately. If Licensee lists a spread product reflecting an interest in multiple Products as a separate instrument such that one Product is traded and Licensee collects fees for one Product, Licensee shall pay Dow Jones a license fee for one Product at the ***** rate that would apply to any included Product.

1.9

Licensee may list Products of various contract sizes based on a Licensed Index. As of the Effective Date, Licensee may list a Product based on the Dow Jones Industrial Average with a contract size of approximately ten (10) times the value of the DJIA and a different Product with a contract size of approximately five (5) times the value of the DJIA. Any new contract size shall be subject to Dow Jones’ prior approval, which approval shall not be unreasonably withheld.

1.10

Notwithstanding any other provision of this Agreement, Dow Jones grants Licensee the right to sublicense its rights with respect to the Exclusively Licensed Indexes and the Dow Jones Marks that designate such indexes to any other exchange for use with Products subject to such exchange executing a Sublicense Agreement substantially in the form attached as Schedule E (a “Sublicense Agreement”).

1.11

Subject only to Article II, Section 1.1, nothing contained in this Agreement shall restrict Dow Jones from licensing any one or more of the Licensed Indexes or the Dow Jones Marks to any other person or entity at any time.

1.12

Notwithstanding any other provision of this Agreement, Dow Jones shall not grant a license to any third party to use the Exclusively Licensed Indexes and related Dow Jones Marks as the basis of exchange-traded or OTC contracts for difference or spread betting traded in the United States unless (a) Dow Jones has first obtained Licensee’s prior written consent, which consent shall not be unreasonably withheld and (b) Dow Jones and Licensee ***** received in connection with such license as mutually agreed.

Term.

The Initial Term of this Agreement shall commence January 1, 2008 and continue through December 31, 2014. This Agreement shall automatically renew for a first renewal term of five (5) years and for successive annual renewal terms thereafter (collectively “Renewal Terms”) unless either Party gives written notice of non-renewal to the other Party at least six (6) months prior to the end of the Initial Term or then-current Renewal Term, or this Agreement is otherwise terminated earlier as provided herein . Notwithstanding the Term, the Agreement shall be binding on the parties as of the Effective Date.

3.	License Fees.

3.1

As consideration for the license granted herein, the Licensee shall pay to Dow Jones or the Dow Jones affiliate designated by Dow Jones the License Fees as set forth on Schedule C hereto.

3.2

Dow Jones shall have the right to audit on a confidential basis the relevant books and records of the Licensee to confirm the accuracy of any one or more calculations of License Fees. Dow Jones shall bear its own costs of any such audit unless it is determined that Dow Jones has been underpaid by 5% or more with respect to the payments being audited, in which case Dow Jones’ costs of such audit shall be paid by the Licensee.

3.3

As consideration for entry into this License Agreement, Licensee shall pay Dow Jones an upfront fee of $***** payable in full as of January 1, 2008. Dow Jones shall issue an invoice, which Licensee shall pay within thirty (30) days of the date thereof. If Licensee is obligated to make a Hart-Scott-Rodino filing and as a result the exclusive license granted herein is significantly curtailed or limited, either party may terminate the License Agreement upon written notice to the other within ninety (90) days of such ruling and, in connection with such termination, Dow Jones shall refund the $***** upfront fee.

3.4

For the avoidance of doubt, the upfront fee and the License Fees shall be deemed “Confidential Information” under this Agreement.

4.	Termination.

4.1

If either party (“Breaching Party”) materially breaches this Agreement, then the other party (“Non-breaching Party”) may terminate this Agreement, effective thirty (30) days after written notice thereof to the other party (with reasonable specificity as to the nature of the breach and including a statement as to such party’s intent to terminate), unless the Breaching Party shall correct such breach within such 30-day period.

4.2

The Licensee or Dow Jones may terminate this Agreement with respect to any one or more specific Indexes (but not the Agreement in its entirety) upon ninety (90) days prior written notice to the other (or such lesser period of time as may be necessary pursuant to law, rule, regulation or court order) if (i) any legislation or regulation is finally adopted or any government interpretation is issued that prevents the Licensee from listing for trading, marketing or promoting such Product; (ii) any material litigation or material regulatory proceeding regarding a Product based on such a Licensed Index is commenced and such party reasonably believes that such litigation or regulatory proceeding is reasonably likely to have a material and adverse effect on the good name or reputation of such party. Licensee reserves the right to de-list any Product based on a Licensed Index at any time; provided, however, any such delisting shall not give

rise to a termination right with respect to this Agreement. The parties to this Agreement agree that the pending litigation between CBOE, S&P, Dow Jones and the International Securities Exchange (the “ISE Litigation”), would not trigger a right to terminate under this section 4.2.

4.3

Dow Jones may terminate this Agreement upon ninety (90) days prior written notice to the Licensee (or such lesser period of time as may be necessary pursuant to law, rule, regulation or court order) if (i) any legislation or regulation is finally adopted or any government interpretation is issued that in Dow Jones’ reasonable judgment materially impairs Dow Jones’ ability to license and provide the Licensed Indexes or the Dow Jones Marks under this Agreement; (ii) any litigation or proceeding is commenced which relates, directly or indirectly, to Dow Jones licensing and providing the Licensed Indexes or the Dow Jones Marks under this Agreement, or any such litigation proceeding is threatened and Dow Jones reasonably believes that such litigation or proceeding would be reasonably likely to have a material and adverse effect on the Licensed Indexes or the Dow Jones Marks or on Dow Jones’ ability to perform under this Agreement; or (iii) any material litigation or material regulatory proceeding regarding a Product based on an Index is commenced and Dow Jones reasonably believes that such litigation or regulatory proceeding is reasonably likely to have a material and adverse effect on the good name or reputation of Dow Jones. The parties to this Agreement agree that the ISE Litigation would not trigger the right to terminate under this section 4.3.

4.4

Dow Jones may terminate this Agreement upon written notice to the Licensee if any securities exchange ceases to provide data to Dow Jones necessary for providing all of the Licensed Indexes, terminates Dow Jones’ right to receive data in the form of a “feed” from such securities exchange, materially restricts Dow Jones right to redistribute data received from such securities exchange, or institutes charges of a type or to an extent applicable to Dow Jones (and not to others generally) for the provision of data to Dow Jones or the redistribution of data by Dow Jones. If such cessation restricts Dow Jones’ ability to met its obligations of only a subset of the Licensed Indexes, then Dow Jones’ right terminate under this Section 4.4 shall apply only to such subset of the Licensed Indexes and not the Agreement in its entirety.

4.5

Notwithstanding anything to the contrary herein, in the event that there shall occur any change in law (statutory law, case law or otherwise) relating to or affecting the liability of index providers to third parties, and Dow Jones thereafter ceases to engage in the business of providing real-time data with respect to indexes or licensing real-time indexes as the basis of Products, Dow Jones shall have the right to terminate this Agreement upon written notice to the Licensee.

4.6

Notwithstanding anything to the contrary herein, Dow Jones shall have the right, in its sole discretion, to cease compiling, calculating and publishing values of any one or more of the Licensed Indexes, and to terminate this Agreement with respect only to such Indexes, at any time that Dow Jones determines such Indexes no longer meet or will not be capable of meeting the criteria established by Dow Jones for maintaining such Indexes (and in such event Dow Jones will use all reasonable efforts to provide Licensee as much prior notice as is reasonably practicable under the circumstances).

4.7

In the event either the Licensee or Dow Jones shall give proper notice of termination pursuant to this Section 4 (but excluding Section 4.6), any Pending Products may continue to be traded to the expiration date thereof, and (i) to the extent necessary for such purpose, the license granted in Article II, Sections 1.1-1.3 and Dow Jones’ obligations under Article II, Sections 5.2 and 7, and (ii) the Licensee’s obligations under Article II, Sections 6, 7, 8.2 shall be deemed to continue until the expiration date of the last of such Pending Products. Notwithstanding the above, any Pending Products without open interest which are farther out than the farthest contract month with open interest shall be terminated. Notwithstanding the above, in the event of a termination by Dow Jones under Section 4.1 by reason of any breach by the Licensee relating to its obligations under this Agreement with respect to Dow Jones’ Intellectual Property, Section 6.7 shall continue to apply to the Licensee. Notwithstanding the foregoing, in the event of a termination by reason of discontinuance of any Licensed Index under Sections 4.4, 4.5 or 4.6, Dow Jones shall, at the time the notice of termination is provided to the Licensee, provide to the Licensee a non-exclusive, perpetual and royalty-free license effective as of the date of the discontinuance and a list of companies, shares outstanding and divisors for the terminated Licensed Index as of the date of discontinuance. The Licensee shall not thereafter make any reference to the Dow Jones Marks in respect of the discontinued Licensed Index (except as provided in the next sentence) and Dow Jones shall have no further obligations to the Licensee with respect to the discontinued Licensed Index, or any Product based thereon, after furnishing the Licensee with the aforesaid information. In any such event, the Licensee shall redesignate the Licensed Index and the Products based thereon without the use of any of the Dow Jones Marks and may continue to list for trading Pending Products as if no notice of termination had been received, except that, until termination of the license, such index shall be described as the “ Index” formerly “Dow Jones Index”. Thereafter, upon termination of the license, the Licensee may promote and list for trading indexed products based upon the securities index designated by the name “ Index” or equivalent provided that the Licensee prominently disclaims any relationship with Dow Jones in respect thereto.

5.	Dow Jones Obligations: Licensee’s Obligations.

5.1	Dow Jones is not, and shall not be, obligated to engage in any way or to any extent in any marketing or promotional activities in connection wit

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