|
|
|
|
Document Preview Network Services Agreement |
||||
|
|
||||
|
Click "Add to Cart" button to purchase document. |
||||
|
|
||||
|
Title: |
Network Services Agreement |
|||
|
Entities: |
||||
|
Date: |
2001 |
|||
|
Size: |
Preview shows 17KB of 452KB total |
|||
|
Price: |
$79 |
|||
|
ID: |
#1550989 |
|||
|
|
||||
|
||||
|
|
||||
|
Start of Preview |
||||
NETWORK SERVICES AGREEMENT
--------------------------------------------
between
REUTERS LIMITED
and
SAVVIS COMMUNICATIONS CORPORATION
Dated as of September 28, 2001
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C> <C>
1. DEFINITIONS AND RULES OF CONSTRUCTION............................................................2`
2. SERVICES........................................................................................11
3. RATES AND CHARGES...............................................................................12
4. TECHNOLOGY IMPROVEMENTS AND CHANGES.............................................................23
5. QUALITY OF SERVICE STANDARDS AND SERVICE CREDITS................................................28
6. SITES...........................................................................................30
7. NETWORK MANAGEMENT..............................................................................31
8. SECURITY MANAGEMENT.............................................................................32
9. CONTINUITY PLANNING.............................................................................33
10. STRATEGIC ADVISORY COMMITTEE....................................................................33
11. SET OFF.........................................................................................34
12. INVOICING AND PAYMENT...........................................................................36
13. AUDIT...........................................................................................37
14. TERM............................................................................................39
15. TERMINATION BY REUTERS..........................................................................40
16. TERMINATION BY SAVVIS...........................................................................40
17. EFFECT OF TERMINATION...........................................................................41
18. REGULATORY COMPLIANCE...........................................................................42
19. REGISTERED IP ADDRESSES.........................................................................42
20. DEVELOPMENT PROJECTS............................................................................43
21. SITE PREPARATION................................................................................43
22. RIGHTS AND OBLIGATIONS OF SAVVIS................................................................43
23. SAVVIS PERSONNEL................................................................................46
24. DISCLAIMER OF WARRANTIES........................................................................47
25. INDEMNIFICATION.................................................................................47
26. SUB CONTRACTORS.................................................................................50
27. EQUIPMENT AND SOFTWARE COMPATIBILITY............................................................51
28. PROPRIETARY RIGHTS; LICENSE.....................................................................51
29. CONFIDENTIALITY.................................................................................52
30. DISPUTES........................................................................................54
</TABLE>
i
<PAGE>
TABLE OF CONTENTS
(CONTINUED)
<TABLE>
<CAPTION>
<S> <C> <C>
31. FORCE MAJEURE...................................................................................55
32. DATA PROTECTION AND PRIVACY.....................................................................55
33. GENERAL PROVISIONS..............................................................................56
</TABLE>
SCHEDULES:
SCHEDULE 2 - DESCRIPTION OF SERVICES
SCHEDULE 3 - RATES & CHARGES
SCHEDULE 5 - QUALITY OF SERVICE STANDARDS AND SERVICE
CREDITS
SCHEDULE 6 - SITES
SCHEDULE 7.1 - NETWORK AND SERVICE MANAGEMENT
SCHEDULE 7.3 - CONTRACT MANAGEMENT
SCHEDULE 8 - SECURITY MANAGEMENT
SCHEDULE 9 - BUSINESS CONTINUITY PLANNING
SCHEDULE 12 - BILLING AND FINANCIAL REPORTING
SCHEDULE 15 - CHANGE OF CONTROL; COMPANIES
SCHEDULE 22 - CASH FLOW FORECASTS AND SAVVIS BUSINESS PLAN
ii
<PAGE>
CONFIDENTIAL MATERIALS HAVE BEEN OMITTED FROM THIS EXHIBIT PURSUANT TO A REQUEST
FOR CONFIDENTIAL TREATMENT AND HAVE BEEN FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION. ASTERISKS DENOTE OMISSIONS.
NETWORK SERVICES AGREEMENT
--------------------------
This NETWORK SERVICES AGREEMENT (the "AGREEMENT") is entered
into as of September 28, 2001 (the "EFFECTIVE DATE"), by and between SAVVIS
Communications Corporation, a Delaware corporation ("SAVVIS"), and Reuters
Limited, a company incorporated in England under registered number 3918478
("REUTERS").
RECITALS
WHEREAS, the Reuters Group (as defined herein) is in the
business of providing data, news and other services to the financial services
sector and others throughout the world.
WHEREAS, SAVVIS is engaged in the business of providing
Internet Protocol backbone and other data transport services.
WHEREAS, Reuters America Inc. and Reuters S.A. (together with
Reuters America Inc., "PURCHASER"), both members of the Reuters Group, and
Bridge Information Systems, Inc., a Missouri corporation, on behalf of itself
and certain of its subsidiaries (collectively, "BRIDGE") have entered into that
certain Asset Purchase Agreement, dated as of May 3, 2001 (as the same may be
amended and restated from time to time as provided therein, the "ASSET PURCHASE
AGREEMENT"), pursuant to which Purchaser agreed to purchase certain assets and
business operations of Bridge, including shares of capital stock of certain
direct and indirect subsidiaries of Bridge, and assume certain liabilities
related thereto (the "ACQUIRED BUSINESS").
WHEREAS, pursuant to the terms and conditions set forth in the
Asset Purchase Agreement, Reuters entered into a binding letter agreement with
SAVVIS (the "NSA Term Sheet"), setting forth certain terms and conditions to be
included as part of a definitive network services agreement to be entered into
between Reuters and SAVVIS for the provision of certain data transport network
services by SAVVIS and members of the SAVVIS Group to the Reuters Group,
including operation, management and maintenance services.
NOW, THEREFORE, in consideration of the premises and the
mutual covenants contained herein and for other good and valuable consideration,
the receipt and adequacy of which are hereby acknowledged, the parties agree as
follows:
<PAGE>
1. DEFINITIONS AND RULES OF CONSTRUCTION
1.1.1 Certain Defined Terms. As used in this Agreement, the
following terms shall have the following meanings:
"ACCEPTANCE" means the acceptance procedures set forth in
Section 4.6 of this Agreement.
"ADDITIONAL SERVICES" means any wide-area data, voice and video
(using Internet Protocol) services, Internet
access and any related value- added services
that relate to or are improvements to any
existing Services that may be requested from
time to time by Reuters under the terms of this
Agreement or material changes to any of the
Services that do not introduce new types of
activities as part of the Services received by
Reuters or any other member of the Reuters
Group.
"AFFILIATE" means, with respect to any person, any other
person that directly, or indirectly through one
or more intermediaries, Controls or is
Controlled by, or is under Common Control with,
such person.
"AGREEMENT" means this Network Services Agreement by and
between SAVVIS and Reuters, including all
exhibits, schedules and attachments hereto, as
the same may be amended from time to time in
accordance with its terms.
"AGREEMENT YEAR" means each twelve-month period during the term
of this Agreement, with the initial Agreement
Year beginning on the Service Commencement Date
and ending on the day prior to the date that is
the first anniversary of the Service
Commencement Date, and each twelve-month period
thereafter.
"ASSET PURCHASE shall have the meaning set forth in the
AGREEMENT" Recitals.
"AUDIT" shall have the meaning set forth in Section
13.2 hereof.
"BANKRUPTCY means any and all amounts due from and payable
PAYMENTS" by Bridge, as debtor or debtor in possession,
or any trustee, examiner or other successor in
interest to Bridge, relating to the Services
made on or after May 3, 2001 either (i) paid
directly to SAVVIS or (ii) set off by SAVVIS
from any amounts payable by SAVVIS to Bridge.
2
<PAGE>
"BASKET" shall have the meaning set forth in Section 25.5
hereof.
"BRIDGE" means Bridge Information Systems, Inc., a
Missouri corporation, including any of its
subsidiaries, or any trustee, examiner or other
successor in interest thereto pursuant to the
bankruptcy proceeding under Chapter 11 in the
Eastern District of Missouri.
"BRIDGE IP shall have the meaning set forth in Section
ADDRESSES" 19.2 hereof.
"BUSINESS DAY" means a day (other than Saturday or Sunday) on
which commercial banks are open for business in
the City of London, England and in the City of
New York, USA.
"CHANGE CONTROL means the procedures set out in Schedule 7.3 for
PROCEDURE" implementing any change to the Services or the
ordering of New Services or Modifications or for
making any other amendment to the Services
provided under this Agreement.
"CHANGE OF CONTROL" means a business combination or other
transaction of SAVVIS, directly or indirectly
with any of the parties listed on Schedule 15
(or any of such parties' present and future
Affiliates), which Schedule may be reviewed and
revised by Reuters twice, in its sole
discretion, no sooner than twelve (12) months
and no later than thirty-six (36) months after
the Service Commencement Date; provided, that
each such review and revision shall occur at
least twelve (12) months after the previous
one, in order to add or remove during the
Initial Term of the Agreement up to a maximum
of ten (10) additional parties who are direct
competitors of Reuters or the applicable member
of the Reuters Group, whether such business
combination or other transaction is through a
consolidation, merger, purchase of equity
securities, other reorganization or investment
structure, in which any of such parties (either
alone or in combination) own, immediately after
such transaction, securities representing fifty
percent (50%) or more of the voting power of
the corporation or entity surviving such
transaction; provided, however, that (i) [**]
and (ii) [**], shall be exempt from inclusion
on Schedule 15.
"CHANGE RESPONSE" shall have the meaning set forth in Schedule
7.3 to this Agreement.
[**] CONFIDENTIAL TREATMENT REQUESTED
3
<PAGE>
"CIRCUIT" means any Core Circuit (as defined below) or a
Local Access Loop (as defined below).
"CONFIDENTIAL INFORMATION" shall have the meaning set forth in Section 29.1
hereof.
"CONTROL" means (including the terms "CONTROLLED BY" and
"UNDER COMMON CONTROL"), with respect to the
relationship between or among two or more
persons, the possession, directly or
indirectly, or as trustee or executor, of the
power to direct or cause the direction of the
|
End of Preview |
Home Intelligence Services Subscriptions News About Us