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Title: Taipei Exchange Contract for Supply and Use of Trading Information
Date: 1999.09.13 ( Announced )
Date: 1999.09.13 ( Amended )

Article Content

 
1     This Contract is made by and between the Taipei Exchange (hereinafter, "the TPEx") and _____________________________________ (hereinafter, "the User"), with respect to the use of trading information on TPEx securities transactions and of the equipment concerned, in accordance with the Taipei Exchange Rules Governing Use of Trading Information on TPEx Securities Transactions promulgated by the TPEx. Both parties hereby agree as follows:

Article 1
    During the term of this Contract, the User is entitled to use the trading information provided by the TPEx, and is obligated to comply with applicable laws and regulations of the competent authority, the Taipei Exchange Rules Governing Use of Trading Information on TPEx Securities Transactions, and other relevant bylaws, circular letters, and public announcements of the TPEx, and to pay royalties, information user fees, and other relevant fees.
    During the term of this Contract, the TPEx is obligated to advise the User of any amendment to the relevant laws and regulations, rules, bylaws, circular letters, and pubic announcements referred to in the preceding paragraph, and the User is obligated to comply with the same in a timely manner.

Article 2
    All titles and rights to the trading information and hardware and software equipment provided by the TPEx to the User under this Contract shall be vested in the TPEx. Without the consent of the TPEx, the User may neither relay, re-release, duplicate, lend, lease, or sell the trading information to any third party, nor alter, add, expand, delete or reduce, damage, or otherwise change in any manner the trading information and the relevant installations or equipment.
    Unless otherwise consented to by the TPEx, the User and its subscribers may neither for their own sake draw samples from the TPEx's trading information for conversion into indices or other derivative instruments, nor transmit the trading information to any other party. Any breach of this entitles the TPEx to terminate this Contract or request that the User stop transmitting the trading information to the breaching subscriber.

Article 3
    The TPEx permits the User to develop its own hardware and software equipment to process trading information, subject to further restriction by the TPEx if necessary for maintaining a safe and sound market for TPEx securities transactions and the security of trading information. The User shall furthermore ensure of the accuracy of the trading information after its development and/or processing, and shall bear sole and full legal liability therefor.
    After developing its own system for processing trading information, the User shall conspicuously display its name or a distinctive service mark on trading information screens, together with an explanatory note that the information appearing thereon is provided by the User after processing, and the following note: "Source of information: Taipei Exchange (TPEx)."
    To facilitate control over the information referred to in the preceding paragraph, the User shall provide the TPEx, free of charge, with two electronic display systems for monitoring of transmitted information.

Article 4
    The TPEx may engage the User to design hardware or software that processes trading information provided by the TPEx. All copyright and other rights arising from the hardware or software so developed or designed by the User shall be vested in the TPEx.
    The User warrants that the hardware or software it is engaged to develop or design under the preceding paragraph will be the result of own creation. If the TPEx is subject to a lawsuit brought by a third party claiming for infringement of intellectual property rights, the User shall, upon request, provide assistance to the TPEx in the defense of the lawsuit, and shall indemnify and hold the TPEx harmless from and against any and all damages, including but not limited to the litigation-related expenses thus incurred, arising out of any unfavorable judgment against the TPEx as a result of the lawsuit.

Article 4-1
    The TPEx will only provide the User with trading information within the scope of transmission items as included in the schedule of fees provided in or under the Taipei Exchange Rules Governing Use of Trading Information on TPEx Securities Transactions. To receive information outside that scope, the User is required to pay additional royalties and any other necessary fees.

Article 5
    In order for the TPEx to provide trading information to the User via a direct connection, as contemplated under this Contract, the User shall arrange for network connection to the trading information system of the TPEx, which shall be compatible with the hardware and software equipment of the TPEx.

Article 6
    The User agrees that prior to conducting network connection testing, it shall apply to a telecommunications agency for a data line between the TPEx and the testing site. In no case, however, will the TPEx provide a venue for that testing purpose.

Article 7
    When conducting testing related to network connection, the User shall transmit data in a manner designated by the TPEx.
    The format for transmitting data pursuant to the preceding paragraph will be separately notified by the TPEx.

Article 8
    The User shall be held liable to pay damages if its testing of the trading information transmission system or use of the trading information causes any damage whatsoever to the equipment provided by the TPEx.

Article 8-1
    Upon execution of this Contract between the TPEx and the User, the User shall deposit a performance bond with the TPEx in the amount of NT$200,000. The performance bond will be returned without interest by the TPEx to the User upon termination or rescission of this Contract, after deduction of the amount necessary for settling in full the obligations, if any, between the two parties.

Article 8-2
    The TPEx agrees to the transmission of trading information by the User in the following method and within the following geographical area:
(check appropriate box)Method: □ Dedicated data line (dial-up connection) □ Satellite □ Internet □ Securities voice service □ Online database inquiry system □ Wireless paging service □ Television information □ Mobile data service □ Mobile phone □ FM-SCA □ Other: ______ )
Area: □ Domestic □ Overseas Any change in the selections indicated above is subject to agreement in writing by the TPEx and thereafter forms a part of this Contract; the User shall pay any amount required by the schedule of fees accordingly.

Article 9
    The User agrees to pay the following fees to the TPEx with respect to network connection and related testing:
  1. 1. Testing fees: Daily rate of NT$3,000 for testing from, 2 pm to 5 pm, Monday through Friday. Hourly rate of NT$3,000 for testing from 2 pm to 9 pm, Saturday, and for 9 am to 5 pm, Sundays and holidays. Any testing lasting less than one hour will be billed as one hour.
  2. 2. Other relevant fees to be negotiated and agreed between the TPEx and the User in each case.

Article 10
    The TPEx agrees to make equipment required for network connection available to the User for its testing purposes within one month of the User's filing of application for network connection.

Article 11
    The User agrees not to make use of the computer network connection between the TPEx and the User under this Contract, for purposes other than transmitting trading information as contemplated herein.

Article 12
    Both parties agree that this Contract shall be automatically terminated if trading information cannot be transmitted effectively, as demonstrated by testing, by the end of the three-month period following the User's entering into this Contract with the TPEx.

Article 13
    The TPEx and the User agree not to claim damages against the other party for any loss arising out of unavailability of trading information as a result of any interruption in the transmission of such trading information or failure of the networking equipment to operate properly, regardless of the cause, that occurs at any time after transmission of information has begun under this Contract.

Article 14
    The TPEx agrees that the User may accept requests from subscribers to relay trading information to the subscriber's place to the extent that such relay is made in accordance with the Taipei Exchange Rules Governing Use of Trading Information on TPEx Securities Transactions.

Article 15
    The TPEx may from time to time dispatch personnel to perform audits on the User's place in which trading information is used, or from time to time request the User to perform a joint audit with the TPEx on a subscriber's place in which trading information is used, and the User may not refuse or evade such audit or request. If the User breaches this provision, the TPEx may terminate this Contract in its sole discretion.

Article 16
    Where either party becomes privy in the performance of this Contract to any information, intelligence, or related material pertaining to the other party's business or to the subject matter of this Contract, it shall maintain strict confidence, and shall not disclose it to any other party or otherwise take any action prejudicial to the interests of the other party.

Article 17
    Neither party shall be held contractually liable for interruption in the transmission of trading information caused by act of God, strike or work stoppage, force majeure, or any other accident.

Article 18
    If necessary for the development of its trading information system or to comply with other relevant bylaws, the TPEx may terminate this Contract by giving the User three months' advance written notice, stating therein its reason.

Article 19
    This Contract shall be deemed terminated automatically upon dissolution, suspension of business, bankruptcy, reorganization, liquidation, or workout procedures of, by or against either party hereto.

Article 20
    Neither party hereto may assign this Contract in whole or in part without the other party's written consent.

Article 21
    The TPEx and the User agree to the first-instance jurisdiction of the Taiwan Taipei District Court over any dispute arising from this Contract.

Article 21-1
    The User shall make known to its information subscribers, and advise them of the necessity to comply with, the Taipei Exchange Rules Governing Use of Trading Information on TPEx Securities Transactions, and other relevant bylaws, circular letters, and pubic announcements of the TPEx.

Article 21-2
    If the TPEx amends this Contract in response to business needs or as instructed by the competent authority and the User fails to express its intention to terminate this Contract within one month following receipt of a written notice from the TPEx to that effect, the User shall be obligated to comply with the amendment.

Article 22
    Matters on which this Contract is silent shall be governed by the relevant bylaws of the TPEx.

Article 23
    This Contract shall be valid for a period of two years starting from the date of signature, and shall be renewed automatically for another year unless either party hereto has expressed its intention to the contrary by the end of such period; the same shall apply at the end of the renewal period.

Article 24
    This Contract is made in two originals and two copies, one each to be retained by the TPEx and the User.

    By,
    Taipei Exchange
    Representative:
    Address: 15F, No.100, Sec.2, Roosevelt Road, Taipei, Taiwan, R.O.C

    User:
    Representative:
    Address:

    This day of ,