EX-10.14 5 e06540a2exv10w14.htm EX-10.14: APPLICATION SERVICES AGREEMENT EX-10.14:
 

Exhibit 10.14

14 JUN 2001


TRS – APPLICATION SERVICES AGREEMENT


KLegal
Solicitors
1-2 Dorset Rise
London EC4Y 8AE

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 


Certain information in this agreement has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.

 


 

Document History

                             
 
  Version     Status     Date     Author     Comments  
 
V2
    Final     25/04/01     Bob Briggs     Original Final version for contract signature  
 
V3
    Final     16/05/01     Andy Booth     Added document history page number 2-a Replaced page 39 with page 39-a to update text in section three Service Measurements Partial Availability, Whole Unavailability of schedule two The Services — Service Level Agreement, to show the correct definitions of Partial Availability and Whole Unavailability.  
 
 
                         
 
 
                         
 
 
                         
 
 
                         
 

 


 

CONTENTS

     
CLAUSE   PAGE
                     
 
 
I.
    Interpretation       1    
 
2.
    Schedules & SLA       2    
 
3.
    Services       3    
 
4.
    Services Enhancement       3    
 
5.
    Hardware and Software       4    
 
6.
    Premises       5    
 
7.
    Contract Management       5    
 
8.
    Intellectual Property Rights       6    
 
9.
    Intellectual Property Rights Indemnity       7    
 
10.
    Provider’s Warranties       9    
 
11.
    IPE’s Obligations       9    
 
12.
    Charges and Payment Terms       11    
 
13.
    Limitation of Liability       12    
 
14.
    Insurance       12    
 
15.
    Service Credits       12    
 
16.
    Term and Termination       13    
 
17.
    Consequences of Termination       15    
 
18.
    Data Security       16    
 
19.
    Change Control Procedure       16    
 
20.
    Regulatory Changes       16    
 
21.
    Audit       17    
 
22.
    Contract Escalation       18    
 
23.
    Confidentiality       19    
 
24.
    Publicity       20    
 
25.
    Force Majeure       21    
 
26.
    Notices       22    
 
27.
    Sub-contracting and Assignment       23    
 
28.
    Escrow       24    
 
29.
    Entire Agreement       24    
 
30.
    No Waiver       24    
 
31.
    Jurisdiction       24    
 
 
                 
 
 
    SCHEDULES       25    
 

 


 

THIS APPLICATION SERVICES AGREEMENT is made on 25 April, 2001

BETWEEN:

1.   The International Petroleum Exchange of London Limited, a company incorporated in England and Wales whose registered office is at International House, 1 St Katharine’s Way, London E1W 1UY (“IPE”)
 
2.   LIFFE Services Company Limited, a company incorporated in England and Wales whose registered office is at Cannon Bridge House, 1 Cousin Lane, London EC4R 3XX (“Provider”)

WHEREAS:

(A)   Provider has developed a computer system known as the Trade Registration System (“TRS”) which is capable of providing a real-time computerised trade administration service;
 
(B)   use of TRS has to date been supplied by Provider to IPE in accordance with the terms and conditions of an agreement between Provider and IPE dated 26 April 1991 (“the LIFFE Agreement”);
 
(C)   with effect from the Commencement Date hereof, IPE and Provider have together mutually agreed that the LIFFE Agreement shall be superseded and replaced by the terms and conditions of this Agreement; and
 
(D)   IPE may require additional development and integration deliverables in connection with TRS which will be provided under the terms set out herein.

IT IS HEREBY AGREED as follows:

1.   Interpretation
 
1.1   In construing this Agreement, unless otherwise specified:

  1.1.1   references to clauses and schedules are to clauses of, and schedules to, this Agreement;
 
  1.1.2   use of any gender includes the other genders;
 
  1.1.3   references to a “person” shall be construed so as to include any individual, firm, company or other body corporate, government, state or agency of a state, local or municipal authority or government body or any joint venture, association, partnership or limited partnership (whether or not having separate legal personality);


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  1.1.4   a reference to any statute or statutory provision shall be construed as a reference to the same as it may have been, or may from time to time be, amended, modified or re-enacted;
 
  1.1.5   any reference to a “day” shall mean a period of twenty-four (24) hours running from midnight to midnight;
 
  1.1.6   references to times are to London times;
 
  1.1.7   references to “indemnifying” any person against any circumstance include indemnifying and keeping him harmless from all actions, claims and proceedings from time to time made against him and all loss, damage, payments, cost or expenses suffered made or incurred by him as a consequence of that circumstance;
 
  1.1.8   headings and titles are for convenience only and do not affect the interpretation of this Agreement;
 
  1.1.9   a reference to any English legal term for any action, remedy, method of judicial proceeding, legal document, legal status, court, official or any legal concept or thing shall in respect of any jurisdiction other than England be treated as a reference to any analogous term in that jurisdiction;
 
  1.1.10   general words shall not be given a restrictive meaning by reason of the fact that they are followed by particular examples intended to be embraced by the general words;
 
  1.1.11   references to “£” are to pounds sterling and reference to any amount in such currency shall be deemed to include reference to an equivalent amount in the euro. For the avoidance of doubt, the foregoing relates solely to sums payable hereunder and shall not constitute any obligation upon Provider to ensure that the Services and/or the System are compatible with the euro; and
 
  1.1.12   Provider and IPE agree that no clause in this Agreement is intended expressly or by implication or other inference to purport to confer a benefit or right of action upon any third party. No such third party (whether or not in existence at the date of execution of this Agreement) is named or described herein. The Parties therefore intend that this Agreement shall expressly exclude the Contract (Rights of Third Parties) Act 1999 (and any subsequent supplemental or modifying legislation) to the fullest extent permissible at law.

2.   Schedules and SLA
 
2.1   The schedules and SLA form part of this Agreement and shall have the same force and effect as if expressly set out in the body of this schedules and SLA. To the extent that there is an inconsistency between the terms of:


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  2.1.1   the body of this Agreement and its schedules the terms of the body of this Agreement shall prevail;
 
2.1.2   the body of this Agreement and the SLA, the body of this Agreement shall prevail; and
 
2.1.3   any of the schedules, the following order of precedence shall prevail:

  2.1.3.1   schedule 1 — Definitions;
 
  2.1.3.2   schedule 2 — Services; and
 
  2.1.3.3   all other schedules to this Agreement.

3.   Services
 
3.1   This Agreement shall enter into effect on I May 2001. Provider shall provide the Services to IPE with effect from the Commencement Date in accordance with the SLA and the terms and conditions of this Agreement. Any variation or addition to the Services shall be provided on the terms of this Agreement.
 
3.2   If Provider fails to provide the Services or any aspect thereof in accordance with the SLA or is aware (on a reasonable basis) of any such likely failure which has not yet occurred, Provider shall promptly report each such failure (or potential failure) to the IPE.
 
3.3   Provider shall document to a reasonable level of detail, without limitation, all processes, work flows and methodologies used by it to deliver the Services.
 
3.4   In the event that either Party becomes aware of any fault or defect in the System (or any part or parts thereof), both Parties agree to forthwith notify the other thereof and to provide all such details thereof as are available.
 
3.5   It is accepted and agreed by the Parties hereto that Services provided to External IPE Member Firms are excluded from the scope of this Agreement and its SLA and shall not be taken into account for the purposes of determining whether Provider is in breach of its obligations herein.
 
4.   Services Enhancement
 
4.1   Provider shall at all times during the Term of this Agreement be responsive to IPE’s diverse and changing business needs and shall discuss with IPE whether these should result in modifications to the Services which shall be effected using the Change Control Procedure or as otherwise agreed between the Parties.
 
4.2   Not later than three (3) months prior to the expiry of each year of the Term of this Agreement the Parties shall in accordance with the Change Control Procedure agree a programme for the implementation in the next year of any changes to the


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Services which IPE wishes to make or Provider wishes to recommend during such year in light of changes to the business of IPE or in technology. Nothing contained in this clause shall prevent the Parties from agreeing a change to the SLA or this Agreement at any time during the Term.

5.   Hardware and Software
 
5.1   Details of all equipment located at the IPE’s Premises used or required in relation to the provision by the Provider of the Services are set out in schedule Three.
 
5.2   Provider shall be responsible for procuring at its cost and expense all permissions, licences, waivers, consents, registrations and approvals (other than those specified in clause 5.3, below) necessary to deliver, install, keep installed and operate any of the Provider Hardware and Provider Software and shall indemnify IPE against all claims made by any third party in relation to the use of the Provider Hardware and Provider Software in relation to the provision of the Services provided that:

  5.2.1   IPE shall promptly notify Provider in writing of any claim or action of which it has notice;
 
  5.2.2   IPE shall not make any admission as to liability or agree to any settlement of or compromise any claim or action without the prior written consent of Provider which shall not be unreasonably withheld or delayed; and
 
  5.2.3   Provider shall, at its own request and expense, be entitled to have the conduct of or settle all negotiations and litigation arising from any claim or action and IPE shall, at the request and expense of Provider, give all reasonable assistance in connection with such negotiations and litigation.

5.3   IPE shall be responsible for procuring at its cost and expense all necessary consents from its landlord (where necessary under the terms of any applicable lease) for the physical installation of the Provider Hardware at the IPE Premises, including all permissions, licenses, waivers, consents, registrations and approvals relating to the use of the IPE Premises for the installation of the Provider Hardware.
 
6.   Premises
 
6.1   IPE shall allow Provider access to the IPE Premises at all reasonable times and upon reasonable prior notice for the purposes of the Supplier performing its obligations hereunder in accordance with the terms of this clause 6.1 and will provide or procure the provision of all services to the IPE Premises necessary for the purposes of this Agreement. Provider will be given such access to the IPE Premises as IPE’s licensee and the Parties agree that no lease or tenancy or agreement for the same or any relationship of landlord and tenant shall be created by this Agreement. Provider shall have no right of exclusive occupation


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and IPE shall be entitled to designate at will those areas of the IPE Premises to which Provider shall have access.

7.   Contract Management
 
7.1   Provider shall assign a Service Delivery Manager with responsibility for this Agreement and for liaising with the IPE’s Contract Manager.
 
7.2   IPE shall assign a Contract Manager with responsibility for this Agreement and for liaising with the Service Delivery Manager.
 
7.3   The Parties shall ensure that the Service Delivery Manager and the Contract Manager meet with the frequency identified in schedule Five to discuss the performance of this Agreement.
 
7.4   Neither Party shall change its Service Delivery Manager or Contract Manager, as applicable, without notifying the other Party in writing in advance of the change (save in situations where advance notice of such change is unreasonable or impracticable in the circumstances, in which case notice of any such change shall be given as soon as reasonably practicable).
 
7.5   Provider and IPE shall comply with the procedures for monitoring the progress of the Services as set out in schedule Five. This will include regular review meetings attended by the Service Delivery Manager and Contract Manager as appropriate, and submission of reports to the Governance Committee, as further specified in schedule Five.
 
8.   Intellectual Property Rights
 
8.1   The Intellectual Property Rights in any modifications and enhancements to Existing Materials (as defined below) will remain vested in Provider.
 
8.2   In respect of programs, specifications, designs or reports (including Data) which are pre-existing or are an adaptation of or derived from existing materials (together “Existing Materials”) the ownership of the Intellectual Property Rights in such Existing Materials remains with the owner thereof.
 
8.3   For the avoidance of doubt, all new materials generated by either Party during the course of the Services and all Intellectual Property Rights therein shall belong to the Party generating such new materials and, shall to the extent they are not already Existing Materials, be treated as Existing Materials.
 
8.4   Neither Party shall delete proprietary information or trade mark notices if any appear on any software or documentation supplied to it by the other at any time. Further, both Parties shall ensure that all copies of software or documentation created or supplied by them under the provisions hereof shall carry a copyright notice.


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8.5   Provider hereby grants to IPE (which for the purposes of this clause only shall be deemed to include the IPE Group and the Members) with effect from the Commencement Date and during the Term the following licences in accordance with the provisions of this Agreement:

  8.5.1   a royalty-free non-exclusive licence for IPE to use any modifications and enhancements to Existing Materials from the date of their creation; and
 
  8.5.2   a royalty-free non-transferable licence for the Term to use its Existing Materials strictly for the purposes of this Agreement.

8.6   IPE hereby grants to Provider with effect from the Commencement Date and during the Term a royalty-free non-transferable licence to use IPE’s Existing Material (including for the avoidance of doubt ETS) strictly for the purposes of this Agreement.
 
9.   Intellectual Property Rights Indemnity
 
9.1   Provider shall indemnify IPE and IPE shall indemnify Provider from and against all actions, claims, demands, proceedings, losses, damages, costs, charges and expenses arising out of or in connection with any claim or action that the use or possession within the United Kingdom by one Party of any product, Service or TRS Functionality Change supplied or licensed by the other Party under the terms of this Agreement infringes the intellectual property and other rights (including without limitation copyright, patents, trade secrets and database rights) of any third party (“Infringing Item”), provided that:

  9.1.1   the indemnified Party shall promptly notify the indemnifying Party in writing of any claim or action of which it has notice;
 
  9.1.2   the indemnified Party shall not make any admission as to liability or agree to any settlement of or compromise any claim or action without the prior written consent of the indemnifying Party which shall not be unreasonably withheld or delayed; and
 
  9.1.3   the indemnifying Party shall, at its own request and expense, be entitled to have the conduct of or settle all negotiations and litigation arising from any claim or action and the indemnified Party shall, at the request and expense of the indemnifying Party, give all reasonable assistance in connection with such negotiations and litigation.

9.2   In the event of such claim or action the indemnifying Party may, at its option:

  9.2.1   procure for the indemnified Party, at no cost to the indemnified Party, the right to continue to use the Infringing Item; or
 
  9.2.2   replace or modify the Infringing Item or any part or parts thereof at no cost to the indemnified Party, so that the use of the System by the indemnified


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Party no longer infringes such Intellectual Property Right, provided that there is no reduction in performance and that the replacement or modification has the same or improved functionality in all material respects as the Infringing Item.

9.3   The indemnifying Party shall, if it is Provider, act at all times in such a way as to minimise interruption and disruption to the operation of the IPE business and if it is IPE, act in such a way as to minimise interruption and disruption in the provision of the Services by Provider as the case may be.
 
9.4   The indemnifying Party shall have no liability for any claim for breach of any Intellectual Property Right based on:

  9.4.1   any alteration, amendment or modification to the relevant Infringing Item or any part or parts thereof made by the indemnified Party without the prior written agreement of the indemnifying Party; or
 
  9.4.2   where the indemnifying Party is the Provider, use of any material in the System or in any part or parts thereof supplied by or incorporated at the specific request of IPE, PROVIDED THAT:

  9.4.2.1   such material is not owned or licensed by Provider;
 
  9.4.2.2   Provider has a reasonable and justifiable cause to believe that such material is, or may reasonably be expected to be, harmful in the System environment; and
 
  9.4.2.3   Provider notifies IPE in writing of the matters in clause 9.4.2.2 above no later than two (2) business days following such request by IPE.

9.5   The provisions of this clause 9 shall survive termination of this Agreement for any reason.
 
10.   Provider’s Warranties
 
10.1   Provider warrants to IPE that:

  10.1.1   it shall perform the Services with Reasonable Skill and Care;
 
  10.1.2   the Services and/or TRS Functionality Changes will be capable on an ongoing basis of supporting the requirements of IPE as such are identified in the SLA and pursuant to the Change Control Procedure (as the case may be);
 
  10.1.3   it shall maintain and employ throughout the term of this Agreement a sufficient number of personnel with sufficiently detailed and reasonable


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knowledge and experience to enable it to perform its obligations under this Agreement;

  10.1.4   it shall devote senior management time to the provision of the Services and/or TRS Functionality Changes as is consistent with the standard of Reasonable Skill and Care;
 
  10.1.5   it will apply the security safeguards in the provision of the Services which are specified further in schedule 9;
 
  10.1.6   subject to any agreement to the contrary between the Parties, TRS Functionality Changes will perform all the functions which have been specified in the relevant TRS Functionality Change Specification;
 
  10.1.7   subject to any agreement to the contrary between the Parties, where the relevant TRS Functionality Change Specification so requires applicable TRS Functionality Changes shall not have an injurious effect on the operation of any other TRS Functionality Changes or of such other software or hardware used by the IPE with which they are intended to interact and will be compatible with (as further specified in the relevant TRS Functionality Change Specification) such relevant software or hardware;
 
  10.1.8   it shall provide to IPE upon reasonable prior notice (which shall not in any event be less than five (5) Working Days) upon its standard applicable terms and conditions, such specification as IPE shall reasonably require in relation to the interface of TRS with ETS;
 
  10.1.9   subject to any agreement to the contrary between the Parties, any requirement for a specific interface or integration with other hardware or software or other systems will be defined in the relevant TRS Functionality Change Specification;
 
  10.1.10   it has the full power and authority to enter into this Agreement and to perform all of its obligations under this Agreement;
 
  10.1.11   to the extent that the Provider is required as part of the Services to procure ongoing or periodic Licences and/or approvals subsequent to the Commencement Date, it shall maintain such Licences and Approvals; and
 
  10.1.12   to insure comprehensively such of the Provider Hardware that is located at the Provider Premises for the full replacement value thereof with a reputable insurance company against all normal insurable risks, including loss or damage from whatever cause and third party liabilities from and including the Commencement Date until such time as this Agreement is terminated or expires. As at the Commencement Date
     


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hereof, the Parties confirm that Provider’s insurance arrangements are satisfactory and meet the requirements of this clause.

10.2   Provider hereby acknowledges that IPE has entered into this Agreement in reliance on each of the warranties set out in this clause 10.
 
11.   IPE’s Obligations
 
11.1   The Parties together confirm that the sub-clauses within clause 11 (save for clauses 11.1A, 11.3 and 11.5) are not intended to be conditions of this Agreement and Provider shall not be entitled to terminate this Agreement for IPE’s breach or non-performance thereof. However, in the event that a breach or non-performance (as the case may be) by IPE of its obligations under this Agreement (including the schedules) causes a consequent breach or non-performance by Provider of its obligations to IPE, Provider shall be excused from performance of its relevant obligations to the extent that such failure in performance or breach is caused by or is directly attributable to the IPE’s non-performance or breach. A breach by IPE of its obligations contained within clauses 11.1A, 11.3 and/or 11.5 (to the extent specified in clause 16.4.4) may entitle Provider to terminate this Agreement pursuant to clause 16.4.4. Subject to the foregoing, IPE hereby agrees with and undertakes to Provider:
 
11.1A    to use the System and to use reasonable endeavours to procure that the Member Firms use the System and all parts thereof in accordance with the Operating Manuals, subject to Provider supplying such Operating Manuals and updates thereto to IPE from time to time;
 
11.2   to keep the Provider Hardware clean;
 
11.3   not to move the Provider Hardware or any part or parts thereof from the IPE Premises without the prior written consent of Provider;
 
11.4   to establish and maintain such accommodation, environment, electricity supply and other installations and facilities for the Provider Hardware as is specified in schedule Four to this Agreement;
 
11.5   to use all reasonable endeavours to procure that its officers, employees, agents and representatives refrain from such acts or omissions which damage or impair or might reasonably be expected to damage or impair the System or any part or parts thereof;
 
11.6   save as otherwise contemplated by the Services or the Operating Manuals or as further specified in the SLA or via the Change Control Process, not to add to or combine with the System or any part or parts thereof any other equipment or things including without limitation any computer hardware or software;
 
11.7   save as otherwise contemplated by the Services or the Operating Manuals or as further specified in the SLA or via the Change Control Process, not to interfere or
     


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tamper with, alter, amend or modify the System or any part or parts thereof; not to copy any computer software included within the System or any part or parts thereof except as is necessary to use the System in accordance with the provisions of this Agreement; and not to reverse compile or disassemble any such computer software; nor purport to do any of the same or permit or purport to permit any of the same to be done except to the extent permitted by law;

11.8   that title in the System and all parts thereof and the Operating Manuals shall remain vested in Provider and IPE shall have no right, title or interest therein except for quiet possession and the right to use the System and the Operating Manuals in accordance with the terms and conditions of this Agreement;
 
11.9   that the title in the System or any part or parts thereof shall not pass to IPE by reason of the same being attached to or fixed by any means whatsoever to or resting by its own weight upon any land, building or structure;
 
11.10   not to create or allow to be created any lien or encumbrance on the System or any part or parts thereof nor to purport to act as owner of the System in such a manner which might reasonably be expected to result in the System or any part or parts thereof being confiscated, seized, requisitioned, taken in execution, impounded or otherwise taken from the possession or control of IPE;
 
11.11   not to remove or deface any serial numbers, identity plates or marks whatsoever, including without limitation those of Provider, the Supplier or the Manufacturer, from the System or any part or parts thereof for any reason whatsoever;
 
11.12   to insure comprehensively such of the Provider Hardware that is located at the IPE Premises for the full replacement value thereof with a reputable insurance company against all normal insurable risks, including loss or damage from whatever cause and third party liabilities from and including the date on which such Provider Hardware (or part of parts thereof) is delivered to IPE until such time as such Hardware is either returned to or repossessed by Provider. As at the Commencement Date hereof, the Parties confirm that IPE’s insurance arrangements are satisfactory and meet the requirements of this clause;
 
11.13   to notify Provider as soon as is reasonably practicable and from time to time in the event that any person becomes, or ceases to be, a Member Firm;
 
11.14   that risk in such of the Provider Hardware as is located at the IPE Premises shall pass or be deemed to have passed to IPE from the date of delivery of such Provider Hardware to IPE or (if earlier) the date upon which such Provider Hardware comes into the possession or control of IPE and shall remain in IPE until such Provider Hardware is repossessed by Provider or delivered by IPE to the Provider Premises (or such other location as the Provider may reasonably request);
 
11.15   IPE warrants to Provider that it has the full power and authority to enter into this Agreement and to perform all of its obligations under this Agreement; and
     


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11.16   to comply with the dependencies set out in schedule Thirteen.
 
12.   Charges and Payment Terms
 
12.1   In consideration of Provider providing the Services in accordance with the provisions of this Agreement IPE shall pay to Provider the Charges of the amounts calculated on the basis set out in schedule Six. The Charges for any Changes commissioned hereunder shall be in accordance with the Fee Rates.
 
12.2   Commencing on the Commencement Date IPE shall pay the Service Charges (as set out in schedule Six) which will be invoiced by Provider by quarterly instalments in advance at the start of each Service Period and such sums shall be payable by IPE thirty (30) days after receipt of each applicable Service Charge invoice provided a correct and properly due invoice has been received by lPE. All other Charges due to Provider under this Agreement are (unless expressly agreed to the contrary) payable by IPE within thirty (30) days from the date of receipt of a correct and properly due invoice, together with such supporting documentation as is mutually agreed from time to time will be supplied by Provider with each invoice as a pre-condition of payment.
 
12.3   Service Credits will be accounted for in accordance with schedule Seven.
 
12.4   The Charges are inclusive of all costs, but not expenses, of Provider providing the Services. For the avoidance of doubt, Provider shall not be entitled to any expenses unless they have been pre-agreed in writing by IPE in advance.
 
12.5   In respect of the Charges for the implementation of any approved change to the Services pursuant to the Change Control Procedure, Provider shall on request promptly supply IPE with information regarding the time worked, the seniority of staff employed, and the applicable Fee Rates including breakdown of fees for each line of service and such relevant supporting documentation as shall be agreed between the Parties from time to time to check the calculation of such Charges.
 
12.6   IPE may suspend payment of whole or part of invoices in dispute, but for the avoidance of doubt shall continue to pay those sums not in dispute. Exercise of this clause may only be invoked where IPE has reasonable and bona fide grounds to dispute such payment. IPE shall give formal written notice to Provider that it is suspending payment hereunder. If IPE notifies Provider under this clause 12.6, Provider shall continue to provide the Services applying the contract escalation procedure in clause 22 in order to resolve such dispute, following which resolution Provider shall either withdraw the disputed invoice (or part thereof) or have the right to charge interest commencing thirty (30) days from the invoice date without further notice at the rate of four (4) per cent per annum over the base rate of Barclays Bank plc for the time being on sums unpaid and subsequently found to have been due.
     


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13.   Limitation of Liability
 
13.1   Nothing in this Agreement shall exclude or limit the liability of either Party for death or personal injury resulting from the negligence of that Party or its directors, officers, employees, contractors or agents or fraudulent misrepresentation.
 
13.2   The aggregate liability of either Party for or in respect of any loss or damage suffered by the other under or in connection with this Agreement including, without limitation, the design, development, implementation of the System or the provision of the Services shall be limited to [***] £[***].
 
13.3   Neither Party shall be liable to the other, whether for negligence, breach of contract, misrepresentation or otherwise, for loss of profit (whether direct or consequential), indirect or consequential damage, including, without limitation, loss of profit, goodwill, business opportunity or anticipated saving.
 
13.4   Provider shall be under no liability to IPE whatsoever for any dishonest, fraudulent or malicious act or omission in relation to the System or any part or parts thereof other than by the Provider, its employees, agents, sub-contractors or any person otherwise under the Provider’s direction and/or control.
 
13.5   Where the liability of Provider (including without limitation any liability in respect of its officers, employees, agents or representatives) has been excluded or restricted under this Agreement IPE agrees and undertakes that it shall not bring any claim against any officers, employees, agents or representatives of Provider or join such officers, employees, agents or representatives as Parties to any claim such that the liability of such officers, employees, agents or representatives would be greater than the liability of Provider under this Agreement.
 
13.6   For the avoidance of doubt this clause is not intended to, and shall not, constitute a waiver of any rights of one Party against the other Party with respect to any matter that is unrelated to this Agreement.
 
14.   Insurance
 
14.1   Provider warrants and represents to IPE that it has the benefit of policies of insurance with reputable insurers authorised to act as such by the Financial Services Authority pursuant to the Insurance Companies Act 1982 which are sufficient to cover its responsibilities and obligations under this Agreement including, inter alia, in respect of loss or damage to tangible property and professional indemnity for amounts suitable to cover such liability.
 
15.   Service Credits
 
15.1   Service Credits shall be leviable in respect of any breach of the Service Levels specified in schedule Seven save in respect of any breach of the Service Levels which is attributable to a Member Firm using software which has not been


***  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.
     

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certified by Provider as conforming with the Service. Provider shall not be deemed to be in default of its Service Levels under this Agreement should any failure by Provider to comply with its obligations under this Agreement be due to such use of non-conforming software which has not been certified by Provider as conforming. Provider shall ensure that a procedure for Provider to grant conformance certificates is introduced, and IPE shall ensure that Member Firms have submitted non-conforming software for testing in accordance with that procedure, within a period of six (6) months from the Commencement Date. In any event Provider shall not unreasonably withhold or delay certification of any such non-conforming software.

15.2   Both Parties together acknowledge and agree that the Service Credits specified in schedule Seven are a genuine pre-estimate of the specific loss which may be suffered by the IPE. Except in circumstances where IPE terminates this Agreement under clause 16.3.2 or clause 16.5, Service Credits shall be IPE’s only financial remedy in respect of a failure by the provider to meet the specified Service Levels.
 
16.   Term and Termination
 
16.1   The Term of this Agreement shall be the Initial Period unless terminated earlier as provided by clauses 16.3 and 16.4 of this Agreement.
 
16.1A    At the end of the Initial Period this Agreement shall continue unless terminated by either Party serving a notice upon the other giving not less than twelve (12) months’ notice (such notice to expire no earlier than the end of the Initial Period).
 
16.2   Upon effective termination of this Agreement for whatever reason IPE shall forthwith cease use of the System and all parts thereof.
 
16.3   IPE’s rights of termination

  16.3.1   IPE shall be entitled, subject to payment of the Break Fee, to terminate this Agreement after the expiry of a period of one (1) year from the Commencement Date by giving Provider not less than twelve (12) months’ prior written notice.
 
  16.3.2   Without prejudice to its other rights and remedies, IPE shall be entitled to terminate this Agreement forthwith (or at such other time as IPE may specify) by notice in writing to Provider if Provider is in material or persistent breach amounting to material breach of any of the provisions of this Agreement and such breach has not, if capable of remedy, been remedied within thirty (30) days of receipt by Provider of written notice from IPE requiring such remedy.
 
  16.3.3   Provider shall notify IPE in writing of any change of control of Provider, as defined by Section 161 of the Capital Allowances Act 1990. IPE may at any time within a period of five (5) months from receipt of such notice from
     


Page 13


 

Provider by a further notice in writing to Provider terminate the Agreement as from the date of receipt by Provider of the IPE’s notice. A failure by IPE to exercise any termination right under this clause 16.3.3 shall not prevent IPE from terminating the Agreement due to a further change of control of Provider at any time in the future.

16.4   Provider’s Right of Termination

  16.4.1   During the second and third twelve (12) month periods following the Commencement Date, Provider shall be entitled to terminate this Agreement by giving the IPE not less than two (2) years’ prior written notice (such notice to expire no later than the end of the Initial Period).
 
  16.4.2   Provider shall be entitled to terminate this Agreement by two (2) weeks’ notice in writing to IPE if IPE has failed to pay, in accordance with this Agreement, a due and payable Charge which has not been disputed in accordance with the procedure in clause 12.6.
 
  16.4.3   Notwithstanding the foregoing clause 16.4.2, Provider shall not be entitled to terminate this Agreement in respect of any undisputed due and payable Charge unless it has first indicated its intention to terminate by way of written notice issued in accordance with the following procedure: Provider will prepare notice to the IPE’s Chief Financial Officer detailing the Service Charge invoice(s) which have become overdue and forward such notice to the address stipulated in clause 26.2. On receipt of such written notice, the IPE will either make payment as soon as reasonably practicable and in no event longer than five (5) Working Days (from receipt of such notice) or invoke the dispute resolution procedure in clause 12.6.
 
  16.4.4   Provider may terminate this Agreement by two (2) weeks’ notice in writing if IPE is in breach of its obligations in clauses 11.1A; 11.3 and/or 11.5; has failed to rectify such breach within thirty (30) days of being informed by Provider; and such continued breach renders it impossible for Provider (on a reasonable objective basis) to continue to provide the Services.

16.5   Mutual Rights of Termination

  16.5.1   Without prejudice to its other rights and remedies, either Party shall be entitled to terminate this Agreement forthwith in writing to the other (and shall be entitled to receive reasonable information from the other Party on a prompt and reasonable basis to enable it to determine whether any of the below circumstances apply to the other Party) if:

  16.5.1.1   any procedure is commenced with a view to the winding-up or dissolution of the other Party and that procedure is not terminated or discharged within thirty (30) days;
     


Page 14


 

  16.5.1.2   any procedure is commenced with a view to the appointment of an administrator, receiver, administrative receiver or trustee in bankruptcy in relation to either Party or all or substantially all of its assets and that procedure is not terminated or discharged within thirty (30) days;
 
  16.5.1.3   the holder of any security over all or substantially all of the assets of the other Party takes any step to enforce that security and that enforcement is not discontinued within thirty (30) days;
 
  16.5.1.4   all or substantially all of the assets of the other Party are subject to attachment, sequestration, execution or any similar process and that process is not terminated or discharged within thirty (30) days; or
 
  16.5.1.5   the other Party is unable to pay its debts as they fall due or enters into a composition or arrangement with its creditors or any class of them.

17.   Consequences of Termination

17.1   Upon a termination of this Agreement (howsoever occasioned) IPE may require Provider to comply with the following provisions and Provider hereby undertakes to comply promptly and without delay with such requirements in accordance with a timetable agreed between the Parties:

  17.1.1   to deliver up all or any security copies of the Data then in Provider’s possession and to deliver any of the Data on the same format as at the date of termination;
 
  17.1.2   to remove all electronically held IPE information from its systems by a mutually agreed date, including (but without limitation) that all disk-based information (and all other storage media held by Provider and relating to the provision of the Services) is to be purged and the disks reformatted. Upon written notice by the IPE served pursuant to clause 26 hereof, Provider shall certify to the IPE that this has been done;
 
  17.1.3   to provide such exit management and further assistance as may be required in accordance with the Exit Management Plan or otherwise agreed between the Parties.

17.2   Subject to Provider having given fourteen (14) days’ notice to IPE requesting return of the Provider Hardware and such Provider Hardware not having been returned to Provider, to allow Provider (or its authorised agents) to recover from the IPE Premises the Provider Hardware and any other Equipment in the possession or under the control of IPE.
     


Page 15


 

17.3   In relation to the direct costs reasonably and necessarily incurred by Provider in performing the work under clause 17.1 above, these shall be chargeable at the Fee Rates together with Provider’s reasonable administrative expenses save where IPE has terminated this Agreement pursuant to clause 16.3.2 where such assistance shall be provided free of charge and where termination is pursuant to clauses 16.3.3 or 16.5 in which case such assistance shall be borne equally between the Parties.
 
18.   Data Security
 
18.1   In the event of a loss, corruption or destruction of Data attributable to Provider’s failure to perform its obligations under this Agreement Provider shall take such steps which someone using Reasonable Skill and Care would take to reconstruct any such lost, corrupted or destroyed Data without charge for the Provider work involved in such reconstruction, subject to IPE having taken all reasonable steps within its control as receiver of the Services to facilitate such reconstruction. If Provider is unable to reconstruct such lost, corrupted or destroyed Data by taking such steps, Provider shall indemnify IPE its reasonable costs incurred in reconstructing such data. If a loss, corruption or destruction is materially attributable to IPE’s negligence (or the act or omission of a third party who is not a member of the Provider’s personnel), IPE shall have the option to direct and control the conduct of the reconstruction process by Provider and in such a case shall reimburse Provider at the Fee Rates for its effort in investigating and reconstructing the lost, corrupted or destroyed data.
 
19.   Change Control Procedure
 
19.1   Any change to the Services specified herein (“a Change”) shall be in accordance with the Change Control Procedure appended as schedule Eight.
 
19.2   IPE shall not be bound to Provider for payment in respect of any Change save to the extent that the Change Control Procedure has been followed.
 
19.3   Except as otherwise expressly permitted by this Agreement, no change to its terms will be effective unless it is in writing and signed by an authorised signatory of each Party.
 
20.   Regulatory Changes
 
20.1   Provider shall be responsible, at a pro-rated cost in accordance with schedule Eight and pursuant to the Change Control Procedure under clause 19 for making such modifications as are necessary to take into account any changes to existing financial services legislation and regulations or any such new legislation and regulations which have an impact (either directly or indirectly) on the provision of the Services or any part thereof and which are outside the scope of clause 20.2 below.
     


Page 16


 

20.2   Provider shall also be responsible, at IPE’s expense, for making such modifications as are necessary to take into account of:

  20.2.1   any changes to existing gas and/or electricity trading legislation and statutory regulations or any such new legislation and regulations relating specifically to the gas and petroleum trading industry notified to it by the IPE and which have an impact (either directly or indirectly) to the provision of the Services or any part thereof; and/or
 
  20.2.2   any changes which are deemed necessary by IPE or the Financial Services Authority to maintain Market integrity.

20.3   The changes referred to above in clauses 20.1 and 20.2 (“Regulatory Changes”) shall be implemented by way of the Change Control Procedure. For the avoidance of doubt, Provider shall not be entitled to decline to perform any Regulatory Change deemed necessary by the IPE.

21.   Audit
 
21.1   IPE or the Financial Services Authority (for the purposes of this clause references to “IPE” shall be deemed to include the Financial Services Authority) shall have the right, from time to time and upon seven (7) Working Days written notice to Provider (or such shorter period as the Financial Services Authority may require in any particular circumstances), to conduct an audit of the compliance by Provider with its obligations under this Agreement and the changes made by Provider in performing such obligations (an “Audit”). The Audit must be in relation to the assessment of the proper amount of any payment made or to be made in relation to any Services which are performed on a time and materials basis or to the performance by Provider of its obligations under this Agreement (“Audit Matters”). The Audit may be conducted by such professional auditors or advisers as IPE may decide to appoint and notify to Provider, save that no such auditors or advisers may be employed by IPE (except with the prior written approval of Provider) if they are competitors of Provider or provide services to a third party to develop a system competing with the LIFFE Connect system (and for these purposes, this includes Arthur Andersen & Co. and Accenture) or if their engagement would conflict with their duties to Provider. Where the Audit relates to Services performed on a time and materials basis, Provider shall not be obliged to disclose more than the names of its employees and/or sub-contractors performing such time and materials Services, their grades and their timesheets.
 
21.2   For the avoidance of doubt, the categories of information that may be sought under this provision shall only be that which is necessary for the reasonable assessment of the Audit Matters specified in any notice issued by IPE under clause 21.1 above.
 
21.3   Provider shall provide to IPE and its advisers such assistance and facilities and access to such premises, accounts, invoices, documents and information as it
     


Page 17


 

shall reasonably require for the purposes of any Audit. Provider shall provide IPE with copies of relevant documents and information in such form as lPE or its advisers shall reasonably require, but only to the extent that such documents and information relate to the Audit Matters. IPE shall not have access to any accounts or invoices other than those referred to in clause 21.1.

21.4   IPE shall be entitled to conduct an Audit at such times as it may reasonably require subject to a maximum of one (1) Audit in any six (6) month period, provided that this maximum shall not apply (and neither shall the advance notice period specified in clause 21.1) where IPE bona fide believes that there is a material non-compliance or continuing non-compliance (as the case may be) by Provider with any of its obligations under this Agreement which an Audit may detect or of which an Audit may provide details.
 
21.5   IPE shall:

  21.5.1   use its reasonable endeavours to minimise any disruption to Provider’s operations or the performance of the Services caused by an Audit and to make good any such disruption which may be so caused; and
 
  21.5.2   ensure that all of the employees and agents of IPE are under a duty of confidence and sign confidentiality agreements with Provider on the same terms (mutatis mutandis) as this Agreement in relation to any information disclosed or made available to them by Provider for the purpose of that Audit. For the avoidance of doubt, it has been agreed between Provider and IPE that any auditors of IPE shall not be hindered or prevented in the performance of their professional duties by this obligation.

22.   Contract Escalation
 
22.1   Any question or difference which may arise concerning the construction, meaning or effect of this Agreement or any matter arising out of or in connection with this Agreement shall in the first instance be referred to the first representatives of the Parties set out in clause 22.2 for discussion and resolution. If the matter is not resolved by the first representatives within five (5) Working Days, the matter will be referred to the second representatives referred to in clause 22.2 who must meet within five (5) Working Days to attempt to resolve the matter. If the matter is not resolved by the second representatives within five (5) Working Days, the matter will be referred to the third representatives who must meet within five (5) Working Days to attempt to resolve the matter. If the matter is not resolved at that meeting, then the provisions 22.3 shall apply.
 
22.2   The nominated representatives and senior representatives of each of the Parties referred to in 22.1 are:
     


Page 18


 

         
    Provider   IPE
First Representative
  Service Delivery Manager   Contract Manager
Second Representative
  Chief Information Officer   Head of IT Operations
Third Representative
  Chief Executive Officer   Chief Executive Officer

or, in any such case, such other senior office holder of a Party as that Party may notify in writing from time to time to the other Party.

22.3   Any dispute which cannot be resolved by the Parties pursuant to clause 22.1 shall be resolved as follows:

  22.3.1   if the dispute is of a technical nature, and the Parties so agree, then it shall be referred for final settlement to an expert nominated jointly by the Parties or, failing such nomination within ten (10) Working Days after one Party’s request to the other therefor, nominated at the request of either Party by the President for the time being of the British Computer Society. Such expert shall be deemed to act as an expert and not as an arbitrator. The expert’s decision shall be final and binding on the Parties and his fees for so acting shall be borne by the Parties in equal shares or as the expert shall determine. Notwithstanding the foregoing, if the expert shall fail to come to a decision within ninety (90) days of his appointment the dispute shall be determined in accordance with clause 22.3.2; and
 
  22.3.2   in any other case, the dispute shall be submitted to the exclusive jurisdiction of the courts of England.

22.4   Notwithstanding the foregoing provisions of this clause 22, nothing in this Agreement shall prevent a Party from applying to the court for interim relief pending the resolution of a dispute in accordance with the provisions of this Agreement.
 
22.5   Notwithstanding the foregoing provisions of this clause 22, nothing in this Agreement shall prevent a Party, with the consent of the other Party from attempting to settle any dispute arising out of this Agreement by mediation in accordance with the Centre for Dispute Resolution (CEDR) Model Mediation Procedure.
 
23.   Confidentiality
 
23.1   Each Party undertakes in respect of Confidential Information for which it is the recipient:
 
   23.1.1   to treat such Confidential Information as confidential;
     


Page 19


 

  23.1.2   not without the disclosing Party’s prior written consent communicate or disclose any part of such Confidential Information to any person except:

  23.1.2.1   only to those employees, agents, sub-contractors and other suppliers on a need to know basis who are directly involved in the Services; or
 
  23.1.2.2   the recipient’s auditors, professional advisers and any other persons or bodies having a legal right or duty to have access to or knowledge of the Confidential Information in connection with the business of the recipient;

  23.1.3   to ensure that all persons and bodies mentioned in clause 23.1.2 are made aware, prior to disclosure, of the confidential nature of the Confidential Information and that they owe a duty of confidence to the disclosing Party and to use all reasonable endeavours to ensure that such persons and bodies comply with the provisions of this clause 23; and
 
  23.1.4   not to use or circulate such Confidential Information within its own organisation except to the extent necessary for the purposes of the Services.

23.2   The obligations in this clause 23 will not apply to any Confidential Information:

  23.2.1   in the recipient’s possession (with full right to disclose) before receiving it;
 
  23.2.2   which is or becomes public knowledge other than by breach of this clause;
 
  23.2.3   is independently developed by the recipient without access to or use of the Confidential Information; or
 
  23.2.4   is lawfully received from a third party (with no express or implied obligation as to confidentiality).

23.3   This clause 23 will continue in force notwithstanding the termination of this Agreement for any reason.
 
23.4   Upon termination of this Agreement for any reason, each Party shall cause all Confidential Information belonging to the other Party in whatever medium the same is recorded or held to be returned, deleted or destroyed according to the written instructions of the other Party.
 
24.   Publicity
 
24.1   Except with the prior written consent of the other Party, neither Party shall make any press announcement or otherwise publicise this Agreement or its terms.
     


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25.   Force Majeure
 
25.1   This clause 25 shall apply if performance by either Party (the “Affected Party”) of its obligations under this Agreement shall be materially and adversely affected in whole or in part by reason (but subject to clause 25.3) of a Force Majeure Event.
 
25.2   “Force Majeure Event” means any event or circumstance or a combination of events and circumstances which:

  25.2.1   are set out in clause 25.3; and
 
  25.2.2   the Affected Party could not have prevented by the exercise of Reasonable Skill and Care and which (or the consequences of which) have the effect described in clause 25.1.

25.3   The events or circumstances referred to in 25.2.1 are any of the following:

  25.3.1   an act of war, terrorism or civil commotion in or affecting the country of performance of this Agreement or the country in or through which the Affected Party is performing its obligations under this Agreement;
 
  25.3.2   strikes or industrial action which, in either case do not arise out of disputes between the Affected Party or any member of the Provider Group or IPE Group as appropriate and any of its employees, contractors, subcontractors or agents;
 
  25.3.3   an act of God or other disaster, whether natural or man made (unless made by the Affected Party or any member of the Provider Group or IPE Group as appropriate); or
 
  25.3.4   governmental statute or regulation prohibiting the performance of the Services.

25.4   Notwithstanding clause 25.3, none of the following events or circumstances or their consequences shall be capable of constituting or causing a Force Majeure Event:

  25.4.1   except to the extent resulting from a Force Majeure Event, unavailability, late delivery or changes in the cost of plant, machinery, equipment, materials, software or consumables required by Provider;
 
  25.4.2   non-performance resulting from normal wear and tear of any plant, machinery, equipment or materials;
 
  25.4.3   except to the extent resulting from a Force Majeure Event, lack of personnel or lack of personnel of the requisite qualification, training, experience or expertise; and
     


Page 21


 

  25.4.4   non-performance caused by, or arising out of, the negligent or intentional acts, errors or omissions of the Affected Party, its directors, employees, contractors, subcontractors or agents (including, without limitation, Provider’s personnel in the case where Provider is the Affected Party).

25.5   If an Affected Party wishes to claim relief hereunder on account of any Force Majeure Event it shall give notice to the other Party (the “Non Affected Party”) of that Force Majeure Event as soon as reasonably practicable (but, in any event, within five (5) days) after becoming aware of the same provided that neither Party shall be entitled to claim relief for any Force Majeure Event unless it gives notice thereof to the other Party in accordance with this clause 25.5 no later than five (5) days after becoming aware of the same.
 
25.6   Each notice given by an Affected Party to the Non Affected Party pursuant to clause 25.5 shall specify the Force Majeure Event in respect of which it is claiming relief.
 
25.7   Reference to a “Period of Force Majeure” shall mean the period from the time at which notice is given by the Affected Party to the Non Affected Party in respect of a Force Majeure Event until such time as the performance by the Affected Party of its obligations hereunder is no longer materially and adversely affected by that Force Majeure Event.
 
25.8   The Affected Party shall forthwith give notice to the other Party of the end of the Period of Force Majeure.
 
25.9   If an Affected Party claims relief for a Force Majeure Event pursuant to clause 25.2 that Affected Party shall be relieved of its obligations under this Agreement to the extent that performance thereof is materially and adversely affected by that Force Majeure Event during the Period of Force Majeure relating thereto.
 
25.10   Where the Force Majeure Event continues for a period of twenty (20) Working Days then, without prejudice to its other rights and remedies under this Agreement the Non Affected Party may terminate this Agreement upon the service of reasonable prior written notice which shall not in any event be less than ten (10) Working Days.
 
26.   Notices
 
26.1   Notices shall be in writing and may be sent by first class mail or facsimile transmission to the addresses shown in clause 26.2 below provided that facsimile transmissions are confirmed by mailed confirmation of a copy received no later than two (2) days following receipt of the facsimile transmission as set out below. Correctly addressed notices sent by first class mail shall be deemed to have been delivered seventy-two (72) hours after posting and correctly directed facsimile transmissions shall be deemed to have been received instantaneously on transmission if received on a Working Day, otherwise on the next Working Day thereafter provided that they are confirmed as set out above.
     


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26.2   The relevant addresses for service of notice under clause 26.1 are:

   For the IPE:
Chief Executive
IPE
International House
1 St Katharine’s Way
London E1W 1UY
For the Provider:
Company Secretary
LIFFE
Cannon Bridge House
1 Cousin Lane
London EC4R 3XX

27.   Sub-Contracting and Assignment
 
27.1   This Agreement is personal to the Provider. The Provider shall not assign, transfer, sub-contract or otherwise dispose of this Agreement, any part thereof or its rights and obligations hereunder without the previous consent in writing of IPE save that Provider may transfer its rights and obligations hereunder to a member of the Provider Group to which all or substantially all of the business relating to the provision of the Services is transferred. The parties will enter into an appropriate form of novation agreement to effect such transfer. Notwithstanding any subcontracting permitted hereunder, the Provider shall remain primarily responsible for the acts and omissions of its subcontractors as though they were its own.
 
27.1A    Notwithstanding anything in this clause 27, Provider may assign, transfer or subcontract this Agreement, or any part thereof, or its rights and obligations hereunder to the business trading under the name “Cap Gemini Ernst Young”.
 
27.2   Notwithstanding anything in this clause 27, IPE will not unreasonably withhold its consent under clause 27.1, above, for the Provider to assign, transfer, or sub-contract this Agreement, or any part thereof or its rights and obligations hereunder, to a technology service provider of equal international standing and reputation to the business trading under the name “Cap Gemini Ernst Young”.
 
27.3   Subject to clause 27.4, IPE shall be entitled to transfer, assign or otherwise dispose of its rights and obligations under this Agreement within the IPE Group provided that any such assignment, transfer or other disposal shall not increase the burden of the Provider’s obligations pursuant to this Agreement. IPE shall remain primarily responsible for the acts and omissions of any transferee as though they were its own.
 
27.4   IPE shall be entitled to disclose to any transferee pursuant to clause 27.1 and clause 27.3 any Confidential Information of the Provider which relates to the performance of the Services and/or the creation of any TRS Functionality Change by the Provider. In such circumstances IPE shall authorise the transferee to use such Confidential Information only for purposes relating to the provision of the Services and for no other purposes and, for the avoidance of doubt, the transferee shall be bound by the provisions of clause 23 in relation to such Confidential Information.
     


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28.   Escrow
 
28.1   At the request of IPE (provided such request is no earlier than six (6) months after the Commencement Date) the Parties shall enter into a source code escrow agreement in the form set out in schedule Twelve with the third party named therein.
 
29.   Entire Agreement
 
29.1   This Agreement is the complete and exclusive statement of the agreement between the Parties relating to the subject matter of this Agreement which supersedes all previous communications, agreements (including the LIFFE Agreement), representations (other than those fraudulently made) and other arrangements, written or oral. The printed terms of any purchase order or other correspondence and documents of either Party issued in connection with this Agreement will not apply unless expressly accepted in writing by the other.
 
29.2   The LIFFE Agreement shall terminate with effect from the Commencement Date but without prejudice to the rights of the Parties accrued as at the date of termination.
 
30.   No Waiver
 
30.1   No waiver of any breach of this Agreement shall constitute a waiver of any other breach of the same or other provisions of this Agreement and no waiver shall be effective unless made in writing.
 
30.2   No moderation or alteration of any Service shall be effective unless and until reflected in the Change Control Process.
 
31.   Jurisdiction
 
31.1   This Agreement shall be governed by and construed in accordance with the laws of England and Wales and the Parties hereby submit to the exclusive jurisdiction of the Courts of England and Wales.

AS WITNESS the hands of the duly authorised representatives of the Parties the day and year first before written.

                 
SIGNED by
        )     R.C. Ward
for and on behalf of IPE
  /s/ R.C. Ward     )     24th April 2001
 
               
SIGNED by
  /s/ John Foyle     )     John Lewis Foyle
for and on behalf of PROVIDER
        )     25th April 2001

   

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SCHEDULE ONE
Definitions

           
 
“Acceptance”
    means compliance by a TRS Functionality Change or part thereof with the requirements specified in a TRS Functionality Change Specification;  
 
“Acceptance Certificate”
    means a certificate signifying Acceptance;  
 
“Acceptance Criteria”
    means the criteria for Acceptance thereof specified in a TRS Functionality Change Specification;  
 
“Acceptance Test Plan”
    means a document detailing the Acceptance Tests to take place including Acceptance Criteria, a time-table, testing data to be utilised, resources required, and the environment to be used for the test;  
 
“Acceptance Tests”
    means the tests to be applied by IPE and specified in the Acceptance Test Plan to determine whether the TRS Functionality Changes are capable of Acceptance;  
 
“Agreement”
    means this managed services agreement (as it may be amended, supplemented or varied from time to time);  
 
“Alternative Trade
Registration System”
    means an alternative computer system that can carry out the same or similar functionality to TRS;  
 
“Available Hours”
    means the total number of hours over the Service Period excluding bank holidays and weekends and any agreed hours between Provider and the IPE that the Services are not required;  
 
“Break Fee”
    means a sum payable by IPE to Provider pursuant to clause 16.3.1 calculated in accordance with the table set out in schedule Six;  
 
“Bulk Edit”
    means those services specified in schedule Two as Critical TRS Function 6;  
 
“Business Criticality”
    means the level of priority of any given Service Element relative to all of the Service Elements that form the Services (for the avoidance of doubt this term is not currently used within schedule Two but has been retained by the Parties hereto in the event of future use);  
 
“Business Requirements
Definition”
    means a document submitted to Provider by IPE which details the business functionality required for a TRS Functionality Change;  
 
“CCN”
    means a general term to describe any type of Change;  
 
“CCN1”
    means a Change that relates to the schedules of this Agreement;  
 
     

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“CCN2”
    means a Change that relates to the functionality of TRS;  
 
“CCN1 Form”
    means the required document to instigate a CCN1;  
 
“CCN2 Form”
    means the required document to instigate a CCN2;  
 
“Change”
    means the changes implemented from time to time by application of the Change Control Procedure set out in schedule Eight;  
 
“Change Control Procedure”
    means the procedure for changing the Services setout in schedule Eight;  
 
“Charge(s)”
    means all of the payments specified in schedule Six as payable in respect of this Agreement;  
 
“Commencement Date”
    means 1 May 2001;  
 
“Confidential Information”
    means the terms of this Agreement and all other information (whether commercial, financial, technical or otherwise) relating to the disclosing Party, its customers and suppliers, disclosed to or otherwise obtained by the recipient Party under or in connection with the Services and this Agreement and which is designated as being confidential or which is by its nature clearly confidential;  
 
“Contract Manager”
    means that person nominated by IPE with responsibility for the management of this Agreement or any replacement nominated as such in writing by IPE;  
 
“CPS”
    means Provider’s Clearing Processing System;  
 
“Clearing Processing
System”
    means software that provides real-time position keeping, position transfer, settlement, delivery and option exercise facilities for the IPE and its Members and Member Firms;  
 
“Core Hours”
    means the period 06:30 to 18:30 when the LIFFE Service Desk is available;  
 
“Critical TRS Functions”
    means the following functions:
1. Trade Claim Input
2. Edit by slip number
3. Display/print report
4. Confirm allocations
5. Trade enquiries
6. Bulk Edit
 
 
“Critical TRS Management
Function”
    means the following functions:
1. Bust trades
2. Change trade environment
3. System mode
 
 
     

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“Data”
    means pre-existing and new IPE data pertaining to its business (including without limitation as to its Members and/or Member Firms) generated, modified and/or adapted by the Services;  
 
“DMI Terminals”
    means direct Member or Member Firm input computer terminals that are supplied by Provider as part of the Services;  
 
“ETS”
    means IPE’s electronic trading system or such other system as IPE chooses to provide an analogous service;  
 
“Existing Materials”
    has the meaning ascribed to it in clause 8.2;  
 
“Exit Management Plan”
    means the plan set out in schedule Eleven;  
 
“External IPE Member Firms”
    means Member Firms who are not based at the IPE Premises;  
 
“Fee Rates”
    means those fee rates attached as schedule Six hereof and any subsequent revisions thereto as may be agreed by the Parties in accordance with this Agreement;  
 
“Financial Services Authority”
    means the statutory regulatory body of IPE, based at 25 The North Colonnade, Canary Wharf, London E14 5HS, and its successors and assigns;  
 
“Governance Committee”
    means the supervisory committee composed of members of IPE and the Provider and constituted in accordance with schedule Five;  
 
“HEAT”
    means the incident management system used by LIFFE to record and track incidents that relate to the Services;  
 
“Incident Management”
    means the process for managing unexpected events that occur in the provision of the Service;  
 
“Initial Period”
    means a period of five (5) years from the Commencement Date;  
 
“Intellectual Property Rights”
    shall mean patents, copyright, trade marks, know how, design rights, registered designs, domain names, data bank rights and confidential information including any and all like rights of whatever nature subsisting in any country including any applications for same;  
 
“IPE Contract”
    means a futures and options contract as maintained by IPE;  
 
“IPE Group”
    means IPE Holdings Plc and each of its subsidiary, associated and holding companies as further specified in section 736 of the Companies Act 1985;  
 
     

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“IPE Premises”
    means the premises maintained and/or occupied by IPE comprising Commodity Quay, London E19 AX together with International House, 1 St Katharine’s Way, London E1W 1UY and 42-44 Bermondsey Street, SE1 3UD and any other premises which are notified to Provider upon six (6) months’ written notice;  
 
“IPE Systems”
    means the software and hardware infrastructure used by the IPE to support trading at the IPE Premises;  
 
“IPE Service Desk”
    means an Incident Management helpdesk operated by IPE and located at the IPE premises;  
 
“IPE Trade Management
Service”
    means the Service described in Service Element TRS within schedule Two;  
 
“IPE”
    means the International Petroleum Exchange of London Limited;  
 
“LCH”
    means the London Clearing House;  
 
“Licence(s)”
    means any licences(s) required to operate the hardware and/or software;  
 
“LIFFE”
    means the London International Financial Futures and Options Exchange;  
 
“Major Incident”
    means an incident that causes one or more Member Firms to be unable to register trades or receive position notifications or an incident which causes such activity to be significantly delayed;  
 
“Major Incident Manager”
    means a designated IPE staff member allocated to manage a Major Incident;  
 
“Market”
    means the gas and electricity trading market;  
 
“Maximum Number of DMI Terminals”
    means thirty (30) DMI Terminals;  
 
“Member”
    means an individual given authorisation by the IPE to operate at the IPE Premises or any individual member of the IPE staff;  
 
“Member Change And
Position Data”
    means data transmitted from IPE Systems to TRS which contains valid trading series data and changes in Member Firm status such as trading rights, transfers to other Member Firms, user account and password information, and a record of all Member Firms’ positions held at the LCH;  
 
“Member Position Report”
    means a report containing Member Change and Position Data for Member Firms;  
 
“Member Firm”
    means a trading company or broker which is a registered member of the IPE or the TRS Office;  
 
     

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“Monarch File Server”
    means a computer system at the IPE premises capable of receiving files sent by Provider by means of file transfer;  
 
“Network Hardware”
    means the items of network routing and distribution hardware deployed, managed and supported by Provider at the IPE Premises;  
 
“Non DMI Terminal
Equipment”
    means any hardware or software not supplied by Provider which is connected to TRS for the purposes of running third party or Member Firm developed software;  
 
“Open Interest”
    means the number of contracts remaining open which need to be closed out or taken through to delivery;  
 
“Operating Manual”
    means the document set out in schedule Ten;  
 
“Operational and Expert Systems Support”
    means support of TRS comprising starting, stopping and restarting the System throughout the Service Hours as a result of normal scheduled events or as a result of events that cause the System to become unavailable;  
 
“Operations Hot Desk”
    means an Incident Management helpdesk provided by Provider to deal with incidents that occur outside Core Hours on Working Days;  
 
“Overnight Incidents”
    means incidents that occur outside Service Hours;  
 
“Partially Available” or “Partial Availability”
    means (as the case may be) that portion of the Service Period where an incident related to a single Member Firm rendered that Member Firm unable to carry out one or more Critical TRS Function (as further set out in section 3 of schedule Two);  
 
“Party”
    means either the IPE or the Provider;  
 
“Post Termination”
    means the period subsequent to the termination of this Agreement;  
 
“Provider Group”
    means the Provider and each of its subsidiary, associated and holding companies as further specified in section 736 of the Companies Act 1985;  
 
“Provider Hardware”
    means the hardware provided by the Provider for the provision of the Services including the Provider Production Environment, Network Hardware and DMI Terminals and as further specified in schedule Three;  
 
“Provider Premises”
    means the premises occupied and/or maintained by the Provider at Cannon Bridge House, 1 Cousin Lane, London EC4R 3XX;  
 
     

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“Provider Production
Environment”
    means the centrally housed equipment used by Provider to run the IPE TRS environment;  
 
“Provider Service Desk”
    means an Incident Management helpdesk located at the Provider Premises that operates during Core Hours on Working Days and operated by Provider;  
 
“Provider Software”
    means the software (including TRS) provided by the Provider for the provision of the Services;  
 
“Provider”
    means LIFFE Services Company Limited;  
 
“Reasonable Skill and Care”
    means in relation to any undertaking and any comparable circumstances, the exercise of that degree of skill and care which would reasonably and ordinarily be expected from a skilled and experienced person engaged in the same type of undertaking under the same or comparable circumstances;  
 
“Replacement Provider”
    means any third party engaged by the IPE to provide an Alternative Trade Registration System;  
 
“Screen Freeze”
    means a condition where a screen image becomes fixed and fails to reflect changing information within the Service Levels set out in TRS 5 ‘System Response Time’;  
 
“Serious Incident”
    means the term used by Provider to describe an incident that causes one or more Members to be unable to register trades or receive position notifications;  
 
“Serious Incident Manager”
    means the dedicated Provider staff member allocated to manage a Serious Incident;  
 
“Serious Incident Management
Process”
    means the process used by Provider to handle Major incidents reported by the IPE Service Desk;  
 
“Service Bonus”
    means a system of points used to offset Service Credits where Service Levels have been exceeded over the Service Period in accordance with schedule Seven;  
 
“Service Charge”
    means the sum specified in accordance with schedule Six (excluding the Fee Rates) and payable in accordance with clause 12.2 by IPE to Provider;  
 
“Service Credits”
    means applicable credits against Service Levels provided herein accruing and calculated in accordance with schedule Seven;  
 
“Service Delivery Manager”
    means for Provider that person nominated by Provider with responsibility for the management of this Agreement or any replacement nominated as such in writing by Provider;  
 
     

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“Service Element”
    means a subset of the Services as is more particularly set out in the SLA (i.e. TRS1, TRS2 etc);  
 
“Service Hours”
    means 07:15 to 22:00 on Working Days;  
 
“Service Level”
    means a target set for a particular Service Element which must be met or exceeded to avoid the application of Service Credits as set out in schedule Two and schedule Seven respectively;  
 
“Service Level Agreement”
    means a document specifying the Services to be performed herein, and all applicable service availability metrics attached as schedule Two;  
 
“Service Period”
    means the three (3) calendar month period commencing from the Commencement Date and each consecutive three (3) calendar month period commencing at the end of the previous three (3) calendar month period over which the Services shall be measured. For the avoidance of doubt, Service measurements and the application of Service Credits and Service Bonuses shall occur at the end of each such period;  
 
“Service Stability Period”
    means three (3) months from the Commencement Date;  
 
“Services”
    means the IPE trade management business services to be performed herein and further specified in the SLA;  
 
“SLA”
    means Service Level Agreement;  
 
“Software”
    means the Provider Software;  
 
“System”
    means the Provider Software and the Provider Hardware;  
 
“TRAMP Protocol Specification”
    means the trade registration application message protocol, which is a documented interface supplied by Provider to allow IPE Systems to interface with TRS;  
 
“Term”
    means the term of this Agreement, including the Initial Period;  
 
TRS” or “Trade Registration
System”
    means the Provider’s proprietary Trade Registration System used to provide real time matching of trades carried out by Members and/or Member Firms;  
 
“TRS Acceptance Testing
Service”
    means the Service defined in Service Element TRS7 in schedule Two;  
 
“TRS Functionality Change”
    means any piece of work agreed as being a TRS Functionality Change in accordance with the Change Control Procedure;  
 
     

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“TRS Functionality Change
Specification”
    means the documented specification agreed by the Parties for any particular TRS Functionality Change in addition to any relevant product specification;  
 
“TRS Member Position Report”
    means a report on Member positions as held within the LCH;  
 
“TRS New Member Infrastructure
Set-Up Service”
    means the Service described in Service Element TRS8 within schedule Two;  
 
“TRS Open Interest Report”
    means a report on Members Open Interest provided as part of the Service Element TRS3 in schedule Two;  
 
“TRS Office”
    means those IPE staff members whose TRS Terminal Identifications are prefixed by IPE who provide a TRS administration service on behalf of the Member Firms and the IPE risk and compliance group;  
 
“TRS Terminal Identification”
    means the system identity of a computer terminal connected to TRS;  
 
“TRS Testing Service”
    means the Service specified in Service Element TRS7 in schedule Two;  
 
“Trade Claim Input”
    means Critical TRS Function 1;  
 
“Trade Status Change Stream” or
“TSCS”
    means software which sends details of any change of a trade or position to a Member Firm’s back-office computer system or the IPE Systems;  
 
“Update”
    means a new release version of the whole or any part of the Provider Software developed by the Provider from time to time with the same or improved functionality than the current release version of the Provider Software;  
 
“Wholly Available” or “Whole
Availability”
    means a portion of the Service Period where all Critical TRS Functions are available to all Member Firms as further specified in section 3 of schedule Two;  
 
“Wholly Unavailable” or “Whole
Unavailability”
    means a portion of the Service Period where one (1) or more Critical TRS Functions are not available to two (2) or more Member Firms or where TRS Office staff are unable to perform one (1) or more Critical TRS System Management Functions as further specified in section 3 of schedule Two; and  
 
“Working Day”
    means a day (other than a Saturday or Sunday) on which banks are open for business (other than solely for trading and settlement in euro) in London.  
 
     

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SCHEDULE TWO
The Services — Service Level Agreement

1.   Structure Of The Document

This document is in five sections.

1.1   Section One

  •   This section provides an overview of the structure of the document.

1.2   Section Two

  •   A description of the Services contained within this schedule.

1.3   Section Three

  •   Descriptions of Whole Unavailability and Partial Availability and how it shall be measured.

1.4   Section Four

  •   Descriptions of Services and Service Levels contained within this schedule.

1.5   Section Five

  •   Descriptions of Service Level Reporting.

1.6   Appendices

  •   This section includes the contact and configuration details relating to the Provider and IPE.
     


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2.   Services To Be Provided To The IPE By Provider
 
2.1   IPE Trade Management Service

Provider shall provide TRS including TSCS for use at any agreed IPE Premises.

Trade Registration System (TRS)

TRS is used for the real time matching of trades carried out between Members on the IPE floor and for the real time matching of trades received from ETS. Details of each trade are entered into the system through clearing slips passed to the TRS Office for input, or are directly input to TRS by the Members themselves using DMI Terminals, or are automatically received from ETS via an IPE developed interface between ETS and TRS.

Trade Status Change Stream (TSCS)

TRS feeds trade details and position notification to back office administration and risk management systems, as well as supporting client accounting. TSCS provides a real time record by record transmission to Member Firms’ own computer systems or appointed back-office systems suppliers. Every time a trade or position undergoes any change, a record is generated and transmitted via TSCS.

2.1.1 File Transfer Of Members’ TRS Position Reports Service

Provider shall ensure that a single report detailing Members’ positions is produced from TRS and sent via file transfer to the Monarch server at the IPE Premises in accordance with the Service Level Agreement defined in Service Element TRS 2.

2.1.2 File Transfer Of TRS Open Interest Reports Service

Provider shall ensure that a single report detailing Open Interest is produced from TRS and sent via file transfer to the Monarch server at the IPE Premises in accordance with the Service Level Agreement defined in Service Element TRS 3.

2.1.3 DMI Terminal Replenishment Service

A stock of DMI Terminals provided by the Provider, shall be held at the IPE Premises for the support of all Members. IPE will manage this stock, providing monthly statements of all deployed DMI Terminals, and will also observe agreed re-order levels. When requesting additional DMI Terminal stock, the IPE Service Desk shall make a request to the Provider Service Desk. Provider shall arrange for the replenishment of DMI Terminal stock levels in accordance with Service Element TRS 4.


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2.1.4 TRS Incident Management

Provider shall provide an Incident Management service to the IPE Service Desk, during Core Hours. All calls shall be routed through the Provider Service Desk, where they are entered into Provider’s HEAT call management tool. Outside Core Hours on Working Days, calls shall be routed through to the Operations Hot Desk which shall provide the Incident Management Service during such hours. From this starting point incidents are escalated within the respective technology departments until they are successfully resolved, when closure shall be communicated to the IPE Service Desk in accordance with the Service Level Agreement defined in Service Element TRS 6.

2.1.4.1 Major Incidents

The IPE shall make reasonable endeavours to assess incidents before raising such incidents as Major Incidents with Provider. However, the IPE shall maintain the right to escalate any incident currently not treated as a Major Incident by Provider to such a Major Incident that would invoke Provider’s Serious Incident Management Process. This escalation shall be effected by a telephone call to the Provider Service Desk from the IPE Major Incident Manager.

Major Incidents shall be escalated through Provider’s Serious Incident Management Process. Under these circumstances the IPE Major incident Manager must be contacted by the Provider’s Serious Incident Manager within ten minutes of the incident being accepted by Provider as being a Serious Incident or escalated by IPE as a Major Incident. At this time the IPE Major Incident Manager shall be given the following information:

  1.   The current status of the incident in terms of what is being done to fix it
 
  2.   The next action to be taken with regard to the incident
 
  3.   An estimated resolution time for the incident
 
  4.   The time of the next update to the IPE Major incident Manager

2.1.5 TRS Testing and Acceptance Service

Provider shall provide a TRS Testing Service. This Service shall be provided in accordance with the Service Level Agreement in Service Element TRS 7.

Provider shall provide a TRS Acceptance Test Service. This Service shall be provided in accordance with the Service Level Agreement in Service Element TRS 7.


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2.1.6 TRS New Member Infrastructure Set-up Service

Provider shall provide a TRS New Member Infrastructure Setup Service. This Service shall be provided in accordance with the Service Level Agreement in Service Element TRS 8.

3.   Service Measurements Partial Availability, Whole Unavailability

Service measurements shall be measured end to end originating at the TRS software running on the Provider Production Environment at the Provider Premises (which form a component of the Provider Hardware) and terminating on the Network Hardware (also a component of the Provider Hardware) at the IPE Premises.

Hours lost due to Partial Availability shall be measured as the sum of the hours lost for each incident (resolved to the nearest minute) where a single Member Firm was unable to carry out one or more Critical TRS Functions. Together with the sum of the hours lost (resolved to the nearest minute) where one or more members of TRS Office staff were unable to carry out one or more Critical TRS System Management Functions.

Hours Lost due to Whole Unavailability shall be measured as the sum of the hours lost for each incident (resolved to the nearest minute) where two or more Member Firms were unable to carry out every Critical TRS Function. Together with the sum of the hours lost (resolved to the nearest minute) where all members of TRS Office staff were unable to carry out one or more Critical TRS System Management Functions.

   

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4.   Service Level Agreement schedules
 
4.1   TRS Trade Management Service

               
  Service Element Identification Details  
 
Service Element ID
    TRS      
 
Service Name
    IPE Trade Management Service      
 
Service Description
    Provision of real time matching of trades carried out between Member Firms. Provision of changes in trade details to Member Firms computer systems or back office systems.      
 
Service Hours
    07:15 to 22:00 each Working Day

These Service Hours shall on request of the Contract Manager and agreement of the Service Delivery Manager or the Provider Service Desk (in the absence of the Service Delivery Manager) be optionally extended by up to half the amount of time lost in any Working Day (rounded up to the nearest half-hour period) due to Whole Unavailability. The extension of Service Hours shall be requested by the Contract Manager or a member of the IPE Service Desk in conjunction with the Provider Service Desk.

Other requests for extension of the Service Hours to include weekends and Bank Holidays shall not unreasonably be refused and shall be made by the Contract Manager in conjunction with the Provider Service Desk. Provider shall optionally apply a Charge for such extensions to Service Hours in accordance with schedule Six.
     
 

  4.1.1   TRS 1 Trade matching and position notification

           
 
Service Element ID
    TRS 1  
 
Service Element
Name
    Trade matching and position notification  
 
     

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Business
Criticality

                 
 
Service Element Definition
 
 
Service Element
Description
    The provision of IRS to allow real time matching of trades together with TSCS for recording trade details for Member Firms computer systems or back offices together with the provision of TSCS to enable the IPE to pass trade details to IPE Systems.  
  Service Element Measures  
  Service Level     During the Service Stability Period the following Service Level shall apply;

In each Service Period the Service shall be Wholly Available for 99.45% of the Available Hours.

In each Service Period the Service shall be Partially Available for no greater than 0.08% of the Available Hours.

For the period after the Service Stability Period the following Service Level shall apply;

In each Service Period the Service shall be Wholly Available for 99.6% of the Available Hours.

In each Service Period the Service shall be Partially Available for no greater than 0.08% of the Available Hours.

For the avoidance of doubt, any incidents of outage, caused by a Member Firm regardless of location who uses Non DMI Terminal Equipment, shall be excluded from the calculation of Service Credits and Bonuses until such Non DMI Terminal Equipment is certified in accordance with clause 15.1 of this Agreement.

Overnight Incidents related to invalid Member Change And Position Data received from IPE Systems shall be escalated to the on call Major Incident Manager by no later than 04:00.

For the avoidance of doubt, where:

•  LIFFE staff are unable to contact the on call Major Incident Manager for the purpose
   of resolving incidents that occur outside Service Hours, or:
 
 
     

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            IPE staff are unable to perform resolving actions specified by LIFFE staff relating to incidents that occur outside Service Hours, then any subsequent reduction in Available Hours will be excluded from the calculation of Service Credits and Bonuses.

     
        The Provider shall ensure that TRS is available no later than three (3) hours after receipt of adjusted and/or re-transmitted valid Member Change And Position Data from the IPE.  
  Service Level Measurement     Percentage Whole Availability shall be measured as Available Hours in the Service Period minus the time lost due to the Service being Wholly Unavailable as a percentage of Available Hours.

Percentage Partial Availability shall be measured as Available Hours in the Service Period minus the time lost due to the Service being Partially Available as a percentage of Available Hours.

The measurement is between the TRS software running on the Provider Production Environment over the wide area network to the Network Hardware on the IPE Premises. For the avoidance of doubt, structured cabling, DMI Terminals and attached printers are not part of the measurement.

For the avoidance of doubt, unavailability will be recorded from the point at which the incident is reported to the Provider Service Desk, and will stop at the point recorded by the Provider Service Desk.
 
  Responsibility
The IPE shall
    Provide and maintain the necessary structured cabling to support the DMI Terminals and terminal servers.  
  Responsibility
Provider shall
    Make all reasonable endeavors to contact the IPE Major Incident Manager where required by this Service Element.

Maintain all necessary Provider Network Hardware and DMI Terminals deployed on IPE Premises.

Provide an auditable process to verify the Service Level measurement in conjunction with the IPE Service Desk.
 
 
     

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  Constraints  
 
Standards
           
 
Dependencies
           
 
Additional Notes
           
 
References
           
 
General information
           
 
     

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     4.1.2 TRS 2 File Transfer of Members’ TRS Position Reports

           
 
Service Element ID
    TRS 2  
 
Service Element Name
    File Transfer of TRS Member Position Report  
 
Business Criticality
       
 
Service Element Definition
       
 
Service Element Description
    The IPE require a single report on all Member positions to be sent via file transfer to the Monarch File Server at the IPE Premises by 8am each morning.  
 
Service Element Measures
       
 
Service Level
    Member Position Reports produced in the Service Period shall be available via file transfer onto the Monarch File Server at the IPE Premises by 8am each Working Day for all but three (3) Working Days per Service Period.  
 
Service Level Measurement
    The measurement is the total number of reports that were not available via file transfer onto the Monarch File Server at the IPE Premises by 8 am.  
 
Responsibility The IPE shall
    Ensure the Monarch File Server is available to accept the Member Position Reports by file transfer overnight.  
 
Responsibility Provider shall
    Ensure that a single report detailing Members’ positions is produced from TRS and sent via file transfer to the Monarch server at the IPE Premises in accordance with the Service Level Agreement defined in Service Element TRS 2.  
 
Constraints
       
 
Standards
       
 
Dependencies
       
 
Additional Notes
       
 
References
       
 
General information
       
 


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     4.1.3 TRS 3 File Transfer of TRS Open Interest Reports

           
 
Service Element ID
    TRS 3  
 
Service Element Name
    File transfer of TRS Open Interest Reports  
 
Business Criticality
       
 
Service Element Definition
       
 
Service Element Description
    The IPE require a single report on all Open Interest Positions to be available via file transfer onto the Monarch File Server at the IPE Premises by 10:30am each Working Day.  
 
Service Element Measures
       
 
Service Level
    Open Interest Reports shall be available via file transfer onto the Monarch File Server at the IPE Premises by 10:30am each Working Day for all but three (3) Working Days per Service Period. Provider shall use reasonable endeavours to ensure that Open Interest Reports not made available within the Service Level are made available by no later than 3pm on the same Working Day.

This Service will be provided under reasonable endeavours and Service Credits/Bonuses shall not apply to Service Element TRS3 during the Service Stability Period.
 
 
Service Level Measurement
    The measurement is the total number of Working Days that reports were not available via file transfer onto the Monarch File Server at the IPE Premises by 10:30am.  
 
Responsibility The IPE shall
    Ensure the Monarch File Server is available to accept the TRS Open Interest Reports by file transfer overnight.  
 
Responsibility Provider shall
    Ensure that a single report detailing Open Interest is produced from TRS and sent via file transfer to the Monarch server at the IPE Premises in accordance with the Service Level Agreement defined in Service Element TRS 3.  
 
Constraints
       
 
Standards
       
 
Dependencies
       
 
Additional Notes
       
 
References
       
 
General information
       
 


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     4.1.4 TRS4 DMI Terminal Replenishment

               
           
  Service Element ID     TRS 4  
           
 
Business Criticality
           
           
  Service Element Name     DMI Terminal Replenishment  
           
  Service Element Definition  
           
  Service Element Description     The replenishment of stock levels of DMI Terminals by Provider.  
           
 
Service Element Measures
           
           
  Service Level     Faulty DMI Terminals shall be replaced and new equipment dispatched to the IPE within two Working Days of a request being received by the Provider Service Desk.  
           
  Service Level Measurement     The measurement will be calculated from when a request is received by the Provider Service desk until the replacement equipment is acknowledged as received by the IPE Service Desk.  
           
 
Responsibility The IPE shall
      Ensure management of existing DMI Terminal stock levels.  
 
 
           
 
      Raise an incident on the Provider Service Desk to request replacement DMI Terminals.  
 
 
           
 
      Raise a request with the Provider Service desk for replacement of faulty DMI Terminals items.  
 
 
           
 
      Ensure that the IPE Service Desk confirms receipt of the DMI Terminals.  
 
 
           
 
      Provide monthly statements of currently deployed DMI Terminals.  
 
 
           
 
 
      Observe equipment re-order levels, as agreed with Provider.  
           
 
Responsibility Provider shall
      The Provider Service Desk shall log and track requests for DMI Terminals on the HEAT call management tool.  
 
 
           
 
      Arrange delivery of the equipment to the IPE Service Desk at the IPE Premises.  
 
 
           
 
      Notify the IPE Service Desk when the DMI Terminal equipment arrives at the IPE Premises quoting the relevant incident number.  
 
 
           
 
      Conduct an audit of all DMI Terminals held both in stock and used in the provision of the Service.  
 
 
           
 
      Determine an agreed re-order level which will be followed by the IPE when managing replacement equipment stock.  
           


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      Provide an auditable process to verify the Service Level measurement.  
           
  Constraints  
           
 
Standards
           
           
 
Dependencies
           
           
  Additional Notes  
           
  References     See schedule 3 of this Agreement for details of DMI Terminals.  
           
 
General information
           
           


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     4.1.5 TRS 5 TRS System Response Time

           
           
 
Service Element ID
    TRS 5  
           
 
Service Element Name
    TRS System Response Time  
           
 
Business Criticality
       
           
  Service Element Definition    
           
 
Service Element Description
    The IPE requires that its Member Firms based at the IPE Premises who need to access the TRS System experience response times within an agreed Service Level for specific Critical TRS Functions.  
           
 
 
       
           
  Service Element Measures    
           
 
Service Level
    During the Service Stability Period;  
 
 
       
 
    The following Service Level shall apply;  
 
 
       
 
    For each incident where two or more Member Firms report unacceptable response times to the IPE Service Desk then 20% of the duration of such incidents shall be allocated as Whole Unavailability and used in the measurement of Service Element TRS 1.  
 
 
       
 
    For the period after the Service Stability Period;  
 
 
       
 
    The following Service Level shall apply;  
 
 
       
 
    In each Service Period where average daily number of half trades does not exceed 20,000 then;  
 
 
       
 
    95% of all Trade Claim Inputs shall be completed in less than three seconds;  
 
 
       
 
    95% of all Bulk Edits shall be completed in less than five (5) seconds.  
 
 
       
 
    For the avoidance of doubt, any incidents of outage, caused by a Member Firm regardless of location who uses Non DMI Terminal Equipment, shall be excluded from the calculation of Service Credits and Bonuses until such Non DMI Terminal Equipment is certified in accordance with clause 15.1 of this Agreement.  
           


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        For the avoidance of doubt, on contract expiry days, intra day clearing updates may cause momentary slowness to TRS. Any incidents of unacceptable response time that are proven, upon further investigation, to have coincided with the running of intra day clearing updates will be excluded from the calculation of Service Credits and Bonuses.  
 
 
           
        At all times:  
 
 
           
        For the avoidance of doubt, any daily incident of a Screen Freeze causing response times outside the service levels set out in TRS 5 ‘System Response Time’ within any fifteen (15) minute daily time period occurring between the hours of 20:30 and 22:30 and caused by the running of STP shall be excluded from the calculation of Service Credits and Bonuses.  
 
 
           
           
  Service Level Measurement     The measurement during the Service Stability Period shall be as follows:  
 
 
           
        All incidents where unacceptable response times are reported will be measured and recorded in the following manner:  
 
 
           
 
      Where two or more Member Firms have reported unacceptable response times, to the IPE Service Desk, within two minutes of each other, the IPE Service Desk shall initiate a call to the Provider Service Desk.  
 
 
           
 
      On receipt of all relevant details from the IPE Service Desk, the Provider Service Desk will commence actions to restore the Service. It is at this point that the timing of the incident will begin.  
 
 
           
 
      Provider will investigate and confirm either Service restored or no fault found to the IPE Service Desk. It is at this point that the timing of the incident will stop.  
 
 
           
 
      If within a further five minutes the IPE Service Desk report that the same two Member Firms are still experiencing unacceptable response times, the original call will be re-opened and actions to restore the Service will re-commence. Provider will confirm either Service restored or no fault found to the IPE Service Desk. It is at this point that the timing of the re-opened incident will stop.  
           


Page 46


 

               
           
        The total duration of each incident throughout the Service Period will be aggregated. Twenty percent of each period of aggregate incident duration shall be recorded as Wholly Unavailable and included in the measurement for Service Element TRS 1.  
 
 
           
           
        The measurement after the Service Stability Period shall be the end to end response time for Critical TRS Functions measured as the point between the Network Hardware receiving the inbound messages: Trade Claim Input and Bulk Edit and the despatch of the outbound acknowledgement from the router.  
 
 
           
           
  Responsibility Provider shall     Provide the measurement arid reporting for the specified transaction types.  
           
 
 
           
           
  Constraints  
           
  Standards     Response time measurements for Bulk Edits shall not include the time taken to search and retrieve data.  
           
 
Dependencies
           
           
  Additional Notes  
           
 
References
           
           
 
General information
           
           


Page 47


 

     4.1.6 TRS 6 TRS Incident Management

                   
           
  Service Element ID     TRS 6  
           
  Service Element Name     TRS Incident Management  
           
 
Business Criticality
               
           
  Service Element Definition  
           
  Service Element Description     The provision of an Incident Management service by Provider for handling incidents with TRS.  
           
 
 
               
           
  Service Element Measures  
           
  Service Level     The Incident Management service caters for incidents in any one of five severity groups  
 
 
               
        Severity 1 Serious Incidents  
 
 
               
          One, or more, Member Firms are unable to carry out one or more Critical TRS Functions or where the TRS Office are unable to perform one or more Critical TRS Systems Management Functions.  
 
 
               
        Severity 2 High Impact Incidents  
 
 
               
          Unacceptable TRS response time is experienced by two, or more, Member Firms.  
 
 
               
          TRS Open Interest Reports are not available by 10:30 the next working day.  
 
 
               
        Severity 3 Medium Impact Incidents  
 
 
               
          The TRS Office are unable to carry out system management functions other than those defined as Critical TRS Systems Management Functions.  
 
 
               
        Severity 4 Low Impact Incidents  
 
 
               
          Member Position Reports are not available by 08:00 the next Working Day.  
 
 
               
        Severity 5 Non Urgent Incidents  
 
 
               
          Requests for DMI Terminal replacement.  
 
 
               
           
  Service Level Measurement     At the initial call the LIFFE Service Desk shall set the severity to reflect the business impact. Once the severity is set it shall not be changed with the exception of escalation of incidents to Major Incidents which IPE reserve the right to escalate. Each severity will have a resolution time, Service Level target. The resolution time will be measured from the time the HEAT record is opened to the time when it is set “service restored”.  
           


Page 48


 

                   
           
        The policy for setting the initial call severity is defined and the associated Service Level targets are defined below.  
 
 
               
        Severity 1 Serious Incidents  
 
 
               
          Targets for resolution of Serious Incidents, Severity 1 and Severity 2 incidents are taken into account in the calculation of the agreed total of Wholly Unavailable hours per Service Period.  
 
 
               
        Severity 2 High Impact Incidents  
 
 
               
          Targets for resolution of High Impact Incidents, Severity 1 and Severity 2 incidents are taken into account in the calculation of the agreed total of Wholly Unavailable hours per Service Period.  
 
 
               
        Severity 3 Medium Impact Incidents  
 
 
               
          All Severity 3 incidents shall be resolved within two hours of being reported to the Provider Service desk.  
 
 
               
        Severity 4 Low Impact Incidents  
 
 
               
          All Severity 4 incidents shall be resolved within two Working Days of being reported to the Provider Service Desk.  
 
 
               
        Severity 5 Non Urgent Incidents  
 
 
               
          All Severity 5 incidents shall be resolved within two (2) Working Days of being reported to the Provider Service Desk.  
           
  Responsibility The IPE shall       Perform basic TRS terminal re-set procedures, where appropriate, before escalating faults to Provider.  
 
 
               
          Report all IPE or IPE Member faults to the Provider Service Desk within Service Hours providing the following information:  
 
 
               
 
        q   Mnemonic of Member or Member Firm affected (i.e. Member or IPE).  
 
 
               
 
        q   Contact name and telephone number of the affected Member.  
 
 
               
 
        q   A brief description of the incident.  
 
 
               
 
        q   Any supporting information (as relevant).  
 
 
               
          Contact the affected Member Firm for any further supporting information as requested by the Provider Service Desk,  
 
 
               
          Arrange access to any IPE Premises, for Provider staff (or Provider contracted third party staff) for resolution of Provider faults.  
           


Page 49


 

                   
           
 
 
               
          Confirm satisfactory closure with the affected Member or Member Firm, at request of the Provider Service Desk.  
 
 
               
          Escalate all incidents classified as Major Incidents by the IPE, requesting invocation of the Provider Serious Incident Management Process.  
 
 
               
          Provide a single point of contact for the handling of all Provider classified Serious Incidents.  
 
 
               
          Provide an on-call contact rota, with appropriate home, mobile and pager numbers for the designated IPE Major Incident Manager(s).  
 
 
               
          Act upon specific recovery/workaround recommendations and/or instructions as advised by the appropriate Provider representatives.  
           
  Responsibility Provider shall       Accept and log all faults with full supporting information from the IPE Service Desk during Service Hours.  
 
 
               
          Supply a HEAT log number at time of call receipt.  
 
 
               
          Escalate the incident for resolution to the relevant party within Provider.  
 
 
               
          Track and progress incident.  
 
 
               
          Contact the IPE Service Desk for provision of further information related to incidents as required.  
 
 
               
          Request access to any IPE Premises, via the IPE Service Desk, for Provider staff (or Provider contracted third party staff) for the purposes of incident resolution.  
 
 
               
          Invoke the Provider Serious Incident Management Process where appropriate.  
 
 
               
          Invoke the Provider Serious Incident Management Process, following the escalation of any IPE Major Incident from the IPE Major Incident Manager.  
 
 
               
          Once a Serious Incident has been invoked, provide the IPE Service Desk with the name of a single point of contact for Serious Incidents who shall be responsible for communication of the incident status to the IPE Major Incident Manager.  
           


Page 50


 

                   
           
          Ensure the Provider single point of contact contacts the IPE Major Incident Manager within ten (10) minutes of the declaration by Provider of a Serious Incident or within ten (10) minutes of any IPE Major Incident being escalated to Provider (thus invoking the Provider Serious Incident Management Process).  
 
 
               
          Provide the IPE Major Incident Manager with the current status, next action, estimated resolution time and next update time related to the activities necessary to restore the affected Service.  
 
 
               
          Within five (5) Working Days of a Serious Incident arrange a meeting between the Service Delivery Manager, and the Contract Manager to discuss the incident and what steps are being taken to avoid reoccurrence.  
           
 
 
               
           
  Constraints  
           
 
Standards
               
           
 
Dependencies
               
           
  Additional Notes  
           
 
References
               
           
 
General information
               
           


Page 51


 

     4.1.7 TRS 7 TRS Testing and Acceptance Service

           
           
 
Service Element ID
    TRS 7  
           
 
Service Element Name
    TRS Testing And Acceptance Services  
           
  Business Criticality  
           
  Service Element Definition  
           
 
Service Element Description
    Provider shall provide a TRS Testing Service. This Service will include a copy of the production TRS or optionally at the request of IPE a copy of the production TRS software together with any changes being made as part of a CCN software, testing hardware, and Operational And Expert Systems Support.  
 
 
       
 
    Support of this Service shall be available between 09:00 and 17:30 on Working Days.  
 
 
       
 
    Support outside of the specified times is subject to separate agreement but shall not unreasonably be withheld.  
 
 
       
 
    Provider shall provide a TRS Acceptance Test Service. This Service will include a copy of the pre-release TRS software, testing hardware and Operational and Expert System Support.  
 
 
       
 
    Support for this Service shall be available between 09:00 and 17:30 on Working Days.  
 
 
       
 
    Support outside of the specified times is subject to separate agreement.  
 
 
       
           
 
Service Level
    Provider shall within ten (10) working days of a request from the Contract Manager prepare the TRS Testing Service to enable the IPE to test the impact of changes to IPE Systems on TRS. This includes preparing the hardware and software, synchronising the application version of TRS with the production version and allocating and scheduling resources to support the test period.  
           
 
Service Level Measurement
    As indicated in Service Level description.  
           
 
Responsibility The IPE shall
    Ensure that all required inputs and configuration data are submitted, in a fully tested state, at time of the initial request being made.  
           


Page 52


 

           
           
 
 
       
           
  Constraints  
           
 
Standards
    The TRS Testing Service may be invoked a maximum of three (3) times per Service Period and will extend for a maximum of ten (10) Working Days per invocation. Additional requests for extensions in invocation shall be agreed with Provider but shall not be unreasonably withheld.  
 
 
       
 
    The TRS Acceptance Test Service may be invoked a maximum of three (3) times per Service Period and will extend for ten (10) working days per invocation.  
 
 
       
 
    The IPE shall provide, within twenty (20) days notice, appropriate resources limited to twenty-five (25) man days per year to adequately test new releases of TRS, and TSCS software at Provider’s request subject to the frequency of such updates being no more than four per annum. The IPE need not accept such updates as long as the version of TRS used in this Agreement is no greater than one release behind the most current provided by Provider.  
           
 
Dependencies
    From time to time, IPE may require access to CPS for the purposes of testing. IPE understands that CPS does not form part of this Agreement and that Provider cannot make CPS available without the specific written consent of the LCH. In view of this, Provider shall only make such CPS testing facility available to IPE after Provider has received such written consent from LCH.  
           
  Additional Notes  
           
 
References
       
           
 
General information
       
           


Page 53


 

     4.1.8 TRS 8 TRS New Member Infrastructure Set-up Service

               
           
  Service Element ID     TRS 8  
           
  Service Element Name     New Member Infrastructure Set-up Service  
           
 
Business Criticality
           
           
  Service Element Definition  
           
  Service Element Description     Provider shall provide and set-up the necessary infrastructure to allow a new Member to use the IPE Trade Management Service. This will include without limitation, supplying a network connection, DMI Terminal, software, valid user id’s and passwords.  
           
  Service Level     95% of all requests for infrastructure for new Members shall be processed within fifteen (15) working days of a request from the IPE Service Desk.  
           
  Service Level Measurement     The measurement is from the time and day the request is made by the JPE Service Desk to the time and day the equipment is installed and ready for use by the Member.  
           
  Responsibility The IPE shall     Ensure that the IRE Service Desk raises an order with Provider Service Delivery Manager including Member details.  
           
 
Responsibility Provider shall
      undertake a site survey where the equipment is to be located  
 
 
           
 
      acquire equipment (if necessary) and schedule the installation  
 
 
           
 
      create appropriate user Id and password  
 
 
           
 
      update the TRS database  
 
 
           
 
      commission the equipment and user id  
 
 
           
 
      inform the IPE service desk of a ready for use date  
           
 
 
           
           
  Constraints  
           
 
Standards
           
           
 
Dependencies
           
           
  Additional Notes  
           
 
References
           
           
  General information     Where a New Member Infrastructure Set-up results in the Maximum Number of DMI Terminals being exceeded then any subsequent invocation of the New Member Infrastructure Set-up service will attract an additional charge as detailed in schedule Six.  
           


Page 54


 

5. Service Level Management And Reporting

5.1 Provider Responsibilities

At the end of each calendar month Provider shall provide a Service Level Report. This Service Level Report shall contain the following information for the previous calendar month:

•   number of Available Hours;
 
•   number of hours lost due to Whole Unavailability;
 
•   number of hours lost due to Partial Availability;
 
•   percentage Whole Availability;
 
•   percentage Partial Availability;
 
•   details of each incident causing Partial Availability or Whole Unavailability; and
 
•   details of the action to be taken by Provider to prevent the incident reoccurring.

At the end of each Service Period, Provider shall provide the above information for the entire Service Period and the Service Level Report shall also indicate the Service Credits/Bonuses that have accrued over the Service Period.

Provider shall ensure that the following events take place at the end of each Service Period in accordance with schedule 5 and shall include:

•   +5 Working Days: Service Level reports shall be produced and distributed
 
•   +5 Working Days: Service Level review meeting shall be held
 
•   +2 Working Days: Service review meeting minutes shall be distributed

Provider shall advise the Contract Manager of known changes, planned or otherwise, that may affect the delivery of the Service.

Provider and or IPE as agreed shall organise and chair review meetings in accordance with schedule 5 Governance.

Provider shall confirm any changes to information contained in section 6 “Appendices”. Provider shall minute and publish the outcome of service review meetings.

5.2 IPE Responsibilities

The IPE shall nominate a representative to act as single point of contact for Provider known as the Contract Manager.

The IPE shall attend scheduled ad-hoc SLA review meetings with the Service Delivery Manager on an agreed frequency and at an agreed location with the Contract Manager.

The IRE shall confirm any changes to information contained in section 6 “Appendices”.


Page 55


 

The IPE shall review Service Level Reports and raise any concerns or anomalies with measurement data with the Service Delivery Manager.

5.3   SLA Review Period

•   The Service Level Agreement shall be reviewed in accordance with the Change Control Procedure

6.   Appendices

6.1   Contact names and numbers

The following section provides of details of principal contacts for each area of Service. The details shall be reviewed at each Service Level review meeting.

  6.1.1   Provider

                             
 
        Title     Area of responsibility     Telephone     Email  
 
[***]
    Service Delivery Manager     Service Level Management     (020) 7379 2041     [***]  
 
[***]
    Customer Service Manager     Management of Service Desk     (020) 7379 2041     [***]  
 
[***]
    IT Business Manager     Availability of test TRS, development of IPE TRS Service     (020) 7379 2041     [***]  
 
[***]
    Account Manager     Overall account relationship, pricing and customer satisfaction     (020) 7379 2173     [***]  
 

  6.1.2   IPE

                             
 
  Name     Title     Area of responsibility     Telephone     Email  
 
[***]
    Contract Manager     Management of the SLA and contract terms and conditions     (020) 7265 3774     [***]  
 
[***]
    Service Desk Manager     Management of Service Desk     (020) 7265 3774     [***]  
 
[***]
    Market Operations Manager     Management of trading floor     (020) 7265 3614     [***]  
 


***  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.


Page 56


 

SCHEDULE THREE
Hardware

1.   Principles

  1.1   The Provider Hardware, located at the IPE Premises, is recorded for inventory purposes in this schedule. This inventory will be updated through Change Control as a result of:

  •   Changes to the number of DMI Terminals deployed at the IPE Premises according to IPE requirements
 
  •   Changes to the type and configuration of Network Hardware deployed at the IPE Premises as at the discretion of the Provider

2.   Provider Hardware housed at IPE Premises

    This section lists all Network Hardware and DMI Terminal equipment deployed on IPE Premises for the provision of the Service.

  2.1   Commodity Quay

  2.1.1   Network Hardware

                       
 
  EQUIPMENT     LOCATION     SERIAL No.     ASSET No.  
 
XVPLEX MAXSERVER 1620
TERMINAL SERVER (20 Port)
    COMMS ROOM     N/A     N/A  
 
XYPLEX MAXSERVER 1620
TERMINAL SERVER (20 Port)
    COMMS ROOM     N/A     N/A  
 
XYPLEX MAXSERVER 1620
TERMINAL SERVER (20 Port)
    COMMS ROOM     N/A     N/A  
 
XYPLEX MAXSERVER 1620
TERMINAL SERVER (20 Port)
    COMMS ROOM     N/A     IJJA  
 
CISCO 2611 ACCESS ROUTER
    COMMS ROOM     N/A     N/A  
 
CISCO 2611 ACCESS ROUTER
    COMMS ROOM     N/A     N/A  
 
CISCO 1516 MANAGED
ETHERNET UTP HUB (16 Port)
    COMMS ROOM     N/A     N/A  
 
CISCO 1516 MANAGED
ETHERNET UTP HUB (16 Port)
    COMMS ROOM     N/A     N/A  
 


Page 57


 

  2.1.2   DMI Equipment deployed on the trading floor and associated support areas

                       
 
  EQUIPMENT     LOCATION     SERIAL No.     ASSET No.  
 
VT520 & KEYBOARD
    BOOTH 109     N/A     N/A  
 
VT520 & KEYBOARD
    BOOTH 110     N/A     N/A  
 
VT520 & KEYBOARD
    BOOTH 107     N/A     N/A  
 
VT520 & KEYBOARD
    BOOTH 106     N/A     N/A  
 
VT520 & KEYBOARD
    BOOTH 105     N/A     N/A  
 
VT520& KEYBOARD
    BOOTH 100     N/A     N/A  
 
VT520 & KEYBOARD
    BOOTH 114     N/A     N/A  
 
VT520 & KEYBOARD
    BOOTH 115     N/A     N/A  
 
VT520 & KEYBOARD
    BOOTH 116     N/A     N/A  
 
VT520 & KEYBOARD
    BOOTH 117     N/A     N/A  
 
VT520 & KEYBOARD
    BOOTH 118     N/A     N/A  
 
VT520 & KEYBOARD
    BOOTH 119     N/A     N/A  
 
LN 30 PRINTER
    BOOTH 120     N/A     N/A  
 
VT520 & KEYBOARD
    BOOTH 121     N/A     WA  
 
LN 30 PRINTER
    BOOTH 121     N/A     N/A  
 
VT520 & KEYBOARD
    BOOTH 190     N/A     N/A  
 
LN 30 PRINTER
    BOOTH 190     N/A     N/A  
 
VT520 & KEYBOARD
    BOOTH 191     N/A     N/A  
 
VT520 & KEYBOARD
    BOOTH 183     N/A     N/A  
 
LN 30 PRINTER
    BOOTH 184     N/A     N/A  
 
VT520 & KEYBOARD
    BOOTH 177     N/A     N/A  
 
VT520 & KEYBOARD
    BOOTH 176     N/A     N/A  
 
VT520 & KEYBOARD
    BOOTH 167     N/A     N/A  
 
LN 30 PRINTER
    BOOTH 167     N/A     N/A  
 
VT520 & KEYBOARD
    BOX 24     N/A     N/A  
 
VT520 & KEYBOARD
    BOX 24     N/A     N/A  
 
LN 30 PRINTER
    BOX 24     N/A     N/A  
 
VT520 & KEYBOARD
    BOX 27     N/A     N/A  
 
VT520 & KEYBOARD
    BOX 27     N/A     N/A  
 
VT520 & KEYBOARD
    BOX 29     N/A     N/A  
 
VT520 & KEYBOARD
    BOX 32     N/A     N/A  
 


Page 58


 

                       
 
  EQUIPMENT     LOCATION     SERIAL No.     ASSET No.  
 
VT520 & KEYBOARD
    BOX 32     N/A     N/A  
 
LN 30 PRINTER
    BOX 32     N/A     N/A  
 
VT520 & KEYBOARD
    BOX 33     N/A     N/A  
 
VT520 & KEYBOARD
    BOX 34     N/A     N/A  
 
VT520 & KEYBOARD
    BOX 34     N/A     N/A  
 
VT520 & KEYBOARD
    BOX 34     N/A     N/A  
 
VT520 & KEYBOARD
    BOX 50     N/A     N/A  
 
VT520 & KEYBOARD
    BOX 50     N/A     N/A  
 
VT520 & KEYBOARD
    BOX 54     N/A     N/A  
 
VT520 & KEYBOARD
    BOX 54     N/A     N/A  
 
LN 30 PRINTER
    BOX 54     N/A     N/A  
 
VT520 & KEYBOARD
    BOX X57     N/A     N/A  
 
VT520 & KEYBOARD
    BOX X61     N/A     N/A  
 
VT520 & KEYBOARD
    BOX X61     N/A     N/A  
 
VT520 & KEYBOARD
    BOX X61     N/A     N/A  
 
VT520 & KEYBOARD
    BOX 1     N/A     N/A  
 
VT520 & KEYBOARD
    BOX 15     N/A     N/A  
 
VT520 & KEYBOARD
    BOX 15     N/A     N/A  
 
VT520 & KEYBOARD
    BOX 19     N/A     N/A  
 
VT520& KEYBOARD
    BOX 19     N/A     N/A  
 
VT520 & KEYBOARD
    BOX 19     N/A     N/A  
 
VT520 & KEYBOARD
    TRS ROOM     N/A     N/A  
 
VT520 & KEYBOARD
    TRS ROOM     N/A     N/A  
 
VT520 & KEYBOARD
    TRS ROOM     N/A     N/A  
 
VT520 & KEYBOARD
    TRS ROOM     N/A     N/A  
 
VT520 & KEYBOARD
    TRS ROOM     N/A     N/A  
 
M3041D LINE PRINTER
    TRS ROOM     N/A     101*  
 
DEV SERVER 250
    TRS ROOM     N/A     N/A  
 
LN 30 PRINTER
    TRS ROOM     N/A     N/A  
 
LN 30 PRINTER
    TRS ROOM     N/A     N/A  
 
LN 30 PRINTER
    TRS ROOM     N/A     N/A  
 

  •   Fed by Decserver 250


Page 59


 

  2.1.3   DMI Terminals deployed in the office and store areas

                       
 
  EQUIPMENT     LOCATION     SERIAL No.     ASSET No.  
 
VT520 & KEYBOARD
    IRE SYSTEMS ROOM     N/A     N/A  
 
VT520 & KEYBOARD
    SERVICE DESK     N/A     N/A  
 
VT520 KEYBOARD
    INTERNATIONAL
HOUSE
    N/A     N/A  
 
LN30 PRINTER
    INTERNATIONAL
HOUSE
    N/A     N/A  
 
VT520 & KEYBOARD
    STORES     N/A     N/A  
 
VT520 & KEYBOARD
    STORES     N/A     N/A  
 
LN 30 PRINTER
    STORES     N/A     N/A  
 
LN 30 PRINTER
    STORES     N/A     N/A  
 
520 KEYBOARD
    STORES     N/A     N/A  
 
520 KEYBOARD
    STORES     N/A     N/A  
 

  2.2   Bermondsey Street

  2.2.1   Network Hardware

                       
 
  EQUIPMENT     LOCATION     SERIAL No.     ASSET No.  
 
XYPLEX ROUTER
    COMMS ROOM     N/A     N/A  
 
XYPLEX TERMINAL SERVER
    COMMS ROOM     N/A     N/A  
 

  2.2.2   DMI Terminals

                       
 
  EQUIPMENT     LOCATION     SERIAL No.     ASSET No.  
 
VT420 & KEYBOARD
    COMMS ROOM     N/A     N/A  
 
VT420 & KEYBOARD
    COMMS ROOM     N/A     N/A  
 
VT420 & KEYBOARD
    OUTSIDE COMMS ROOM     N/A     N/A  
 
VT420 & KEYBOARD
    OUTSIDE COMMS ROOM     N/A     N/A  
 
VT520 & KEYBOARD
    OUTSIDE COMMS ROOM     N/A     N/A  
 
VT420 & KEYBOARD
    LOWER FLOOR OFFICE     N/A     N/A  
 
LA3O PRINTER
    LOWER FLOOR OFFICE     N/A     N/A  
 
LA3O PRINTER
    DISCONNECTED/KITCHEN
AREA
    N/A     N/A  
 
LA3O PRINTER
    DISCONNECTED/KITCHEN
AREA
    N/A     N/A  
 


Page 60


 

SCHEDULE FOUR
Environmental Conditions

1.   Principles

  1.1   The Provider Hardware located at the IPE Premises shall be maintained by the IPE in accordance with the manufacturers operating guidelines issued from time to time. The current guidelines are set out in this schedule.

2.   Manufacturers Environmental Guideline

  2.1   Environmental Guidelines for Cisco 2600 Series

    Power Requirements

             
    Description   Specification
 
  i)   Power Dissipation   72W max.
  ii)   AC input voltage   100 to 240 VAC
  iii)   AC input current   1.5A
  iv)   Frequency   47 to 64Hz
  v)   DC Input Voltage   -38V to -75V
  vi)   DC Input Current   2A

    Physical and Environmental Specifications

             
    Description   Specification
 
  i)   Operating Temperature   32 to 104°F (0 to 40°C)
  ii)   Storage Temperature   -13 to 158°F (-25 to 70°C)
  iii)   Humidity   5 to 95% non-condensing
  iv)   Noise Level   38 dbA min./42 dbA max.
  v)   Dimensions (H x W x D)   1.69 x 17.5 x 11.8 in. (4.3 x 44.5 x 30 cm)
  vi)   Weight (average shipping)   8.85 lb. (4.02 kg) mm. 10.25 lb. (4.66 kg) max.

  2.2   Environmental Guidelines For Cisco 1516 10-BaseT ethernet Hub

    Power Requirements
 
    The hub automatically adjusts to any voltage between 100-127 and 200-240 volts and either 50 or 60 Hz. The maximum current ratings represent the current that could be drawn with an external transceiver attached to the hub.


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    Physical and Environmental Specifications

             
    Description   Specification
 
  I)   Width   42.5 cm (16.8 in)
  ii)   Depth   23.8 cm (9.4 in)
  iii)   Height   4.36 cm (1.7 in)
  iv)   Weight   8 lbs and 7 oz. (8.7 Ibs)
  v)   ac voltage   100-127 volts 200-240 volts
  vi)   Maximum current   0.3A max 0.2A max
  vii)   Frequency range   50/60 Hz 50/60 Hz
  viii)   Operating Non-Operating Temperature   -5°C to 45°C (23°F to 113°F) -40°C to 70°C (-40°F to 158°F)
  ix)   Relative humidity (non-condensing)   10% to 95% at 40°C (104°F) 10% to 90% at 65°C (149°F)
  x)   Maximum altitude   3,000 m (9,843 ft) 3,000 m (9,843 ft)

  2.3   Xyplex Terminal server MaxServer 1620

    Power Requirements

    110-240 VAC,50-60 Hz
110 Btu/hr42 W
0.27 A at 110 V(typ)
0.15 A at 220 V (typ)
 
    Physical and Environmental Specifications Description

             
    Description   Specification
 
  i)   Height   4.45 cm/1 .75 in
  ii)   Width   48.26 cm/19 in
  iii)   Depth   29.71 cm/11.7 in
  iv)   Weight   3.5 kg/8 lbs
  i)   Operating Temperature   32 to 113 °F (0 to 45 °C)
  ii)   Storage Temperature   -4 to 140°F (-20 to 60 °C)
  iii)   Humidity   10% to 90% non-condensing
    iv)   Safety Compliance Complies with UL 1950,CSA M22.2 No.950, TUV EN60950;verified by UL, CSA and TUV
    v)   Emissions Compliance FCC Class B,EN55022 Class B,EN50082-1 ,VCCI Class B,AS3548,BCIQ Class A
    vi)   EC Directives Meets all applicable EC Directives


Page 62


 

  2.4   Environmental Guidelines For NetMetrix 4987B Ethernet LanProbe with AUI

             
    Specifications    
    Description   Specification
 
  i)   Network Compatibility   IEEE 802.3 Ethernet
  ii)   Media Connection   UTP (RJ-45) and AUI
  iii)   Dimensions (h x w x d)   4.3 x 42.5x 23.5 cm
  iv)   Weight Probe   2.72 kg (6 lbs)
  v)   Power Supply   Internal
  vi)   Power Requirements   240 VAC 50/60 Hz, .2 amps, 23.8 W
  vii)   Range   100 VAC to 240 VAC +/- 10%
  viii)   Heat Output   82 BTU/hr
  ix)   Standards Compliance   EMC: EN 55011 (CISPR-11 Class
      A) EN 50082-1 (IEC 801-2,3, 4) Safety:   IEC 1010-1, CSA 22.2#1010.1
  x)   Operating Environment Temperature Humidity: 15% to 95% at 40 C (104 F)   0 C to 55 C (32 F to 131 F)


Page 63


 

SCHEDULE FIVE
Governance

1.   Purpose
 
The purpose of this schedule is to set out the role, the composition and the objectives of the Contract Manager and Service Delivery Manager, and the Governance Committee as the forum for discussing issues relating to this Agreement.

2.   Contract Manager and Service Delivery Manager
 
2.1   Meetings between the Contract Manager and Service Delivery Manager will take place on a monthly basis. Such meetings will be held to discuss the day-to-day operational issues arising out of the provision of the services by the Provider, and any subsequent issues which may require escalation to the next Governance Committee meeting.
 
2.2   In the event that an issue requires to be escalated to the Governance Committee, the Contract Manager and/or Service Delivery Manager shall work together to prepare such reports as may be appropriate for submission to the Governance Committee.
 
3.   The Governance Committee
 
3.1   The objective of the Governance Committee is to act as an escalation point for each party’s respective Contract and/or Service Delivery Manager and to ensure that strategic as well as operational issues are being raised and addressed as between the parties. Strategic issues affecting Provider’s provision of the Services should be presented to the Governance Committee by either party as soon as reasonably practicable and where applicable with business case(s) for change to ensure appropriate prioritisation and assist decision making.
 
3.2   The Governance Committee shall be headed by a director of IPE. Constitution of the Governance Committee shall be as follows:

         
    For IPE:   For Provider:
 
  Director (chair)   Senior Executive
  Contract Manager   Service Delivery Manager

3.3   Meetings of the Governance Committee shall be held quarterly (or less frequently by mutual agreement) and may be called on reasonable notice by either party.
 
3.4   Quarterly Meetings shall cover the following agenda items:

  •   System performance levels over preceding quarter and in particular, conformity with SLA;
 
  •   Change Control/ development progress; and


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  •   Member/user issues over preceding quarter.

3.5   At any meeting of the Governance Committee, the parties shall be free to table change requests under consideration pursuant to schedule 8 and other relevant documents (“reports”), having first distributed the reports to each Committee member. Such reports may relate to any aspect of the Services including without limitation management and financial reports relating to the Services, reports in respect of matters such as changes, orders and problems relating to the Services, all in a format to be agreed between the parties.


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SCHEDULE SIX
Charges

1.   Purpose
 
    This schedule sets out the Charges, which shall apply to all amounts payable in respect of this Agreement.
 
2.   Scope
 
2.1   A Service Charge will be levied in advance of each Service Period.
 
2.2   Fee Rates will apply to Changes carried out under the provisions of schedule 8 of this Agreement or schedule 11.
 
3.   The Charges
 
3.1   A Service Charge of £[***] will be made for the first and subsequent Service Periods subject to revisions in accordance with section 5.1 of this schedule.
 
3.2   Work undertaken in association with Changes will be invoiced on a staged basis. Completion of a Change will be signified by the acceptance of the Change by an authorised member of IPE.
 
3.3   Charges in respect of Changes will be based upon the Fee Rates specified in Section 3.5 of this schedule or shall be as otherwise agreed between the Parties.
 
3.4   The Service Charges shall be adjusted at the end of each Service Period in order to take into account the Service Credits or Service Bonuses that have accrued over that Service Period.

  3.4.1   If at the end of any Service Period, the aggregate of Service Credits that have accrued over the Service Period exceed the aggregate amount of Service Bonuses that have accrued during that Service Period, plus those non-applied Service Bonuses (if any) that have been carried forward and have accrued from previous Service Periods, Provider shall send to the IPE a cheque in an amount equal to the amount of such excess of Service Credits over Service Bonuses no later than thirty (30) days from the end of the Service Period.
 
  3.4.2   If at the end of any Service Period, the aggregate amount of non-applied Service Bonuses accrued over a Service Period exceeds the aggregate amount of Service Credits that have accrued over that same Service Period, then:

  (i)   the Service Credits shall be cancelled; and


***  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.


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  (ii)   an amount equal to the excess of the Service Bonuses over Service Credits shall be carried forward and applied against future Service Credits accruing and due in respect of subsequent Service Periods

3.5   The Fee Rates chargeable in respect of any Changes commissioned under this Agreement shall be as follows:

                         
 
        Short Term Rate     Long Term Rate  
  Grade     £ /DAY     £/DAY  
 
Junior Programmer
      [***]         [***]    
 
Programmer
      [***]         [***]    
 
Senior Programmer
      [***]         [***]    
 
Technical Consultant
      [***]         [***]    
 
Consultant
      [***]         [***]    
 
Senior Consultant
      [***]         [***]    
 
Principal Consultant
      [***]         [***]    
 
Managing Consultant
      [***]         [***]    
 
Senior Manager
      [***]         [***]    
 
Associate Director
      [***]         [***]    
 

    The above Fee Rates are subject to review as described in Section 5.2 of this schedule and exclude V.A.T. which is charged at the prevailing rate.
 
3.6   Where IPE requests an extension in Service Hours, IPE will instigate a Change to the Service and will follow the procedure CCN1 set out in schedule 8 of this Agreement. If the Charge for Service is increased, then that price will be agreed during the Change procedure.
 
4.   Break Fee Charges

Provider Charges for terminating for convenience are outlined in the table below.

           
 
        Break  
  Month     fee  
 
13
    £[***]  
 
14
    £[***]  
 
15
    £[***]  
 
16
    £[***]  
 
17
    £[***]  
 
18
    £[***]  
 
19
    £[***]  
 
20
    £[***]  
 
21
    £[***]  
 


***  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.


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        Break  
  Month     fee  
 
22
    £[***]  
 
23
    £[***]  
 
24
    £[***]  
 
25
    £[***]  
 
26
    £[***]  
 
27
    £[***]  
 
28
    £[***]  
 
29
    £[***]  
 
30
    £[***]  
 
31
    £[***]  
 
32
    £[***]  
 
33
    £[***]  
 
34
    £[***]  
 
35
    £[***]  
 
36
    £[***]  
 
37
    £[***]  
 
38
    £[***]  
 
39
    £[***]  
 
40
    £[***]  
 
41
    £[***]  
 
42
    £[***]  
 
43
    £[***]  
 
44
    £[***]  
 
45
    £[***]  
 
46
    £[***]  
 
47
    £[***]  
 
48
    £[***]  
 
49
    £[***]  
 
50
    £[***]  
 
51
    £[***]  
 
52
    £[***]  
 
53
    £[***]  
 
54
    £[***]  
 
55
    £[***]  
 
56
    £[***]  
 
57
    £[***]  
 
58
    £[***]  
 
59
    £[***]  
 
60
    £[***]  
 

4.1   Upon termination of the Agreement, IPE and Provider will use the table above in identifying the month in which the date of termination occurs and selecting the associated Break Fee that is payable in addition to the pro-rata Service Charge, or if appropriate, deducted from the pre-paid Service Charges and the outstanding amount refunded to IPE.


***  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.

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4.2   For the avoidance of doubt, the Break Fee payable shall not be due for payment until the effective date of termination (i.e. the date notice of termination expires) upon which it shall immediately be due.
 
5.   Variation Of Charges
 
5.1   The Service Charge detailed in this schedule will be subject to an annual variation to reflect market changes. The Service Charge shall, upon the anniversary of the Commencement Date be varied by an amount equal to the combined increase of CEL Index and RPI as applied to elements of the Service Charge. For the avoidance of doubt CEL Index will be applied to the element of the Service Charge related to staff, and shall not exceed 70% (seventy percent) of the Service Charge. RPI will be applied to all other elements of the Service Charge.
 
5.2   On each anniversary of the Commencement Date, Provider reserves the right to increase the Fee Rates by an amount equal to the percentage increase in RPI over the last twelve months for which figures are available.
 
6.   Exit Management Charges
 
    Charges for Exit Management referenced in schedule 11 of this Agreement with be levied at the then prevailing Fee Rates for the relevant activities, adjusted as set out in clause 5.2 above.


Page 69


 

SCHEDULE SEVEN
Service Credits

1.   Service Credits and Service Bonuses

Service Credits and Service Bonuses shall be applicable to the Services provided under this Agreement. Service Credits are intended to encourage Provider to improve Services that have failed to meet the agreed Service Level. Service Bonuses are intended to motivate Provider to deliver Services that exceed Service Levels and may, subject to the following, be used by the Provider to offset any applicable Service Credits. The tables contained within this schedule represent all applicable Service Credits and/or Bonuses, which shall be applied on a per-service basis.

1.1   One Service Credit point equals a 0.75% reduction in the Service Charge for the Service Period in which the Service Credit accrued. Provider shall account to IPE for this reduction in accordance with schedule 6.
 
1.2   One Service Bonus point equals a 0.75% notional increase in the Service Charge for the Service Period in which such Service Bonus accrued. Service Bonus points may be used to reduce Service Credits. If any Service Bonuses accrue in any Service Period these shall be accumulated over subsequent Service Periods to a maximum of fifty (50) Service Bonus points at any one time. When the maximum of fifty (50) Service Bonus points has accrued, further Service Bonus points shall only accrue when the accumulated number of Service Bonus points has reduced below fifty (50), and then only to the extent of such reduction. There are no circumstances where Service Bonus points may cause an increase in the Service Charge, whereas Service Credits shall reduce the Service Charge unless offset by Service Bonuses.
 
1.3   No more than thirty (30) Service Credits may accrue in respect of any Service Period, whether accruing in respect of one or a number of Service Elements.
 
1.4   The IPE shall have the right (in its sole discretion) to decide whether to waive any Service Credits for any Service Period.
 
2.   Application Of Service Credits/Bonuses
 
2.1   Reconciliation of Service Credits and/or Bonuses (if applicable) shall occur at the end of each Service Period and shall relate to Provider’s actual performance of the applicable Service Levels over that Service Period. At the end of each Service Period, Service Credits shall apply where any Service Element has not been met and Service Bonuses shall apply when it has been exceeded.
 
    For Service Element TRS1, the associated Service Credits and Service Bonuses are indicated in table 3 for the following Service Levels:

  •   percentage Whole Availability; and
 
  •   percentage Partial Availability.


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    Provider shall calculate percentage Whole Availability and percentage Partial Availability as follows:
 
    percentage Whole Availability = 100 x (Available Hours in Service Period — number of hours lost due to Whole Unavailability)/Available Hours in Service Period
 
    percentage Partial Availability = 100 — (100 x (Available Hours in Service Period — number of hours lost due to Partial Availabiilty)/Available Hours in Service Period)

2.2   Actual number of Available Hours in Service Period will vary from period to period dependent upon, amongst other things, the number of available Working Days in that Service Period.
 
2.3   The calculations for percentage Whole Unavailability and percentage Partial Availability calculated as above shall be matched against the nearest percentage availability measures in the relevant column of table 3 below during the Service Stability Period, and table 4 below outside the Service Stability Period, in order to establish the Service Credits or Service Bonuses applicable for Whole Availability or Partial Availability, as the case may be. The higher of the two values for Service Credits and Service Bonuses for Whole Availability and Partial Availability shall be selected and shall become the Service Credits or Service Bonuses due for Service Element TRS 1.
 
2.4   Service Credits and Service Bonuses do not apply to Service Elements TRS4, TRS6, TRS7 and TRS8.
 
    For Service Elements TRS2, TRS3 and TRS5 the associated Service Credits and Service Bonuses are indicated in the tables in 5 and 6 for the following Service Levels;

  •   Member Position Reports delivery
 
  •   Member Open Interest Reports delivery
 
  •   TRS Bulk Edit response time
 
  •   TRS Trade Claim Input response time

2.5   The delivery performance in respect of Service Elements TRS2 and TRS3 shall be matched against the appropriate column in table 5 below and the appropriate number of Service Credits or Service Bonuses read off that table for each month of the Service Period. The total Service Credits or Service Bonuses for Service Element TRS2 and Service Element TRS3 for the Service Period shall be the sum of the monthly Service Credits or Service Bonuses. The response times achieved in respect of Service Element TRS5 shall be matched against the


Page 71


 

  relevant column in table 6 and the appropriate number of Service Credits or Service Bonuses read off the table

3.   Service Matrix For Element TRS1 During Service Stability Period

The table below shows in the Service Credits and Service Bonuses that shall apply during the Service Stability Period. Negative numbers indicate Service Bonuses and positive numbers Service Credits.

                                         
 
  Percentage     Service       Percentage Partially       Service          
  Wholly Available     Credits/Bonus       Available       Credits/Bonus       Comment  
 
100.00
      -24         0.00         -3          
 
99.97
      -16         0.03         0          
 
99.94
      -12         0.06         0          
 
99.92
      -10         0.08         0       Partially Available SLA Target  
 
99.89
      -8         0.11         2          
 
99.86
      -6         0.14         2          
 
99.83
      -4         0.17         3          
 
99.80
      -3         0.20         3          
 
99.77
      -2         0.23         3          
 
99.75
      0         0.25         3          
 
99.72
      0         0.28         3          
 
99.69
      0         0.31         3          
 
99.66
      0         0.34         3          
 
99.63
      0         0.37         3          
 
99.60
      0         0.40         4          
 
99.58
      0         0.42         4          
 
99.55
      0         0.45         4          
 
99.52
      0         0.48         4          
 
99.49
      0         0.51         4          
 
99.46
      0         0.54         4          
 
99.45
      0         0.55         5       Wholly Available SLA Target  
 
99.43
      5         0.57         5          
 
99.40
      8         0.60         5          
 
99.37
      10         0.63         5          
 
99.34
      14         0.66         5          
 
99.32
      18         0.68         6          
 
99.29
      20         0.71         6          
 
99.26
      22         0.74         6          
 
=<99.23
      30         0.77         7          
 


Page 72


 

4.   Service Matrix For Element TRS1 Following Service Stability Period

The table below shows in the Service Credits and Service Bonuses that shall apply for the Service Periods following the Service Stability Period. Negative numbers indicate Service Bonuses and positive numbers Service Credits.

                                         
 
  Percentage     Service       Percentage       Service          
  Wholly Available     Credits/Bonus       Partially Available       Credits/Bonus       Comment  
 
100.00
      -24         0.00         -3          
 
99.97
      -16         0.03         0          
 
99.94
      -12         0.06         0          
 
99.92
      -10         0.08         0       Partially Available SLA Target  
 
99.89
      -8         0.11         2          
 
99.86
      -6         0.14         2          
 
99.83
      -4         0.17         3          
 
99.80
      -3         0.20         3          
 
99.77
      -2         0.23         3          
 
99.75
      0         0.25         3          
 
99.72
      0         0.28         3          
 
99.69
      0         0.31         3          
 
99.66
      0         0.34         3          
 
99.63
      0         0.37         3          
 
99.60
      0         0.40         4       Wholly Available SLA Target  
 
99.58
      5         0.42         4          
 
99.55
      7         0.45         4          
 
99.52
      9         0.48         4          
 
99.49
      11         0.51         4          
 
99.46
      13         0.54         4          
 
99.45
      15         0.55         5          
 
99.43
      17         0.57         5          
 
99.40
      19         0.60         5          
 
99.37
      21         0.63         5          
 
99.34
      23         0.66         5          
 
99.32
      25         0.68         6          
 
99.29
      27         0.71         6          
 
99.26
      29         0.74         6          
 
=<99.23
      30         0.77         7          
 


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5.   Service Matrix For Elements TRS2-TRS3

                                                         
     
              Service Credit/Bonus     Service Credit/Bonus     Service Credit/Bonus     Service Credit/Bonus     Service Credit/Bonus  
  Service           >7 Working Days     4-7 Working Days     3 Working Days     1-2 Working Days     0 Working Days  
  Element Id     Description     where SLA breached     where SLA breached     where SLA breached     where SLA breached     where SLA breached  
                                         
 
TRS 2
    Delivery of TRS Member Position Report     4       2       0       0       -2  
                                         
 
TRS 3
    Delivery of Open Interest Report     6       3       0       0       -3  
                                         


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6.   Service Matrix For Element TRS5

                                                     
  Service Element Id     Description     Less than 85% <5 secs     85%-89.9% <5 secs     90%-94.9% <5 secs     95%-97.9% <5 secs     98%-98.9% <5 secs     99%-99.89 <5 secs     99.9-100% <5 secs  
 
TRS 5
    TRS system response time Bulk Edit     8     4     3     0     -1     -3     -6  
  Service Element Id     Description     <85% <3 secs     85%-89.9% <3 secs     90%-94.9% <3 secs     95%-97.9% <3 secs     98%-98.9% <3 secs     99%-99.89% <3 secs     99.9-100% <3 secs  
 
TRS 5
    TRS system response time Trade Claim Input     8     4     3     0     -1     -3     -6  
 


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SCHEDULE EIGHT
Change Control

1.   Principles
 
1.1   This schedule describes the process that shall be used whenever either IPE or Provider have a requirement to change;

  1.   Any component of the Services as defined in the associated schedules to this Agreement; or
 
  2.   TRS functionality

1.2   A change to any component of the Services shall use the CCN1 process as described in section 2.
 
1.3   A TRS Functionality Change shall use the CCN2 process as described in section 3.
 
1.4   Provider may at any time recommend and IPE may at any time request such a change.
 
1.5   Either Party shall register required changes by the use of a CCN1 Form as set out in Appendix A or a CCN2 Form as set out in Appendix B.
 
1.6   The CCN1 and CCN2 Forms shall be used to control the stages each change shall pass through.
 
1.7   The timescales that are to apply to the CCN1 procedure are set out in section 4; and the timescales that are to apply to the CCN2 procedure are set out in section 5.
 
1.8   CCN1 Forms will be held by both the Service Delivery Manager and the Contract Manager.
 
1.9   The Party requiring the Change, may if desired, initially send the appropriate CCN form to the other Party by any appropriate method such as electronic mail, fax etc. but shall always additionally send the relevant CCN form by post.
 
1.10   On receipt of the CCN1 or CCN2 Form the Party shall acknowledge receipt of the form in writing within two (2) Working Days.
 
1.11   Neither Provider nor IPE shall unreasonably withhold its agreement to the acceptance of any proposed change.
 
1.12   The obligations undertaken by either Party in connection with the Agreement shall in no way be changed until an amendment to the Agreement has been effected in accordance with the terms of the relevant CCN.


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1.13   The Service Delivery Manager shall be responsible for creating and maintaining a record of all CCN1 and CCN2 changes including the current status, priority and impact. Regular progress reports shall be provided on a frequency to be agreed by both Parties.
 
1.14   CCNs shall be chargeable at the Fee Rates as described in schedule 6 (subject to any contrary agreement between the Parties which shall be reflected in the relevant CCN).
 
1.15   For the avoidance of doubt the following activities shall be non-chargeable;

  •   any discrete work activity as agreed by both Parties associated with the CCN change totalling up to three (3) man days in any month, but limited to the work being undertaken by a Provider Technical Consultant or lower grade as defined in the Fee Rates in schedule six ; and/or
 
  •   any work done as agreed by the Parties by Provider in Stage 1 of the preparation of the CCN.

1.16   Provider shall ensure in so far as is reasonably practicable that the resource allocated to carry out a CCN shall be the most effective mix of skills and ability to meet the Change at the most advantageous cost to IPE.
 
1.17   From time to time, IPE may require access to CPS for the purposes of testing. IPE understands that CPS does not form part of this Agreement and that Provider cannot make CPS available without the specific written consent of the LCH. Accordingly, Provider shall only make such CPS testing facility available to IPE after Provider has received such written consent from LCH. Provider shall make every reasonable effort to obtain such written consent from the LCH and shall consult with the IPE in circumstances where such consent is not forthcoming.
 
1.18   Provider shall, from time to time, make available Updates to the IPE and shall promptly notify the IPE of the release of such Update, together with the Acceptance Test Plans applicable to such Update, and shall make available the Update as soon as reasonably practicable after despatch of such notification.

  1.18.1   Provider shall give to the IPE at least seven (7) Working Days’ notice of the date on which delivery of the Update can be anticipated in preparation for the commencement of such Acceptance Test Plans. Testing and analysis of the results shall be carried out in accordance with Section 3, Stage 3 of this schedule.
 
  1.18.2   Upon an Update satisfactorily completing Acceptance Testing pursuant to sub-clause 1.18.1 above, the IPE shall install and implement the Upgrade.


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  1.18.3   The version of the Provider Software which the IPE uses in live production shall be no more than one release version behind Provider’s current release version.

2.   Change Control Procedure for any component of the Services (CCN1)
 
2.1   The Change Control Procedure consists of three discrete stages, and is based upon information supplied via a CCN1 Form. For a CCN1 to be deemed as complete, it must pass through the three stages stated below before it constitutes a Change:
 
    Stage 1 — Feasibility, Initial Assessment and pricing of the proposed Change (as appropriate);
 
    Stage 2 — Build, Test and Implementation; and
 
    Stage 3 — Completion.

2.2   A CCN1 Form signed by both Parties at Stage 3 (completion) shall constitute a Change to a relevant component of the Services.
 
2.3   Stage 1 Feasibility, Initial Assessment and Pricing:

  2.3.1   Both parties shall meet within five (5) Working Days of the receipt of the CCN1 Form to formally agree whether further work is to be undertaken. If further work is to be undertaken the work required for Stage 1 will commence within two (2) Working Days of that meeting and shall be completed by the Provider within ten (10) Working Days (unless agreement to the contrary is reached by the parties in the CCN).
 
  2.3.2   If no further work is to be undertaken the CCN1 Form will be filed by the Service Delivery Manager and closed accordingly.
 
  2.3.3   The IPE shall use reasonable endeavours to ensure that the appropriate IPE personnel are allocated and available to provide input to this stage of the process and recognise that the timescales for implementation may be affected if such IPE personnel are not made available in a timely manner. Agreement to proceed will require authority by the IPE to accept charges associated with Stage 2. If no agreement is reached the CCN shall be rejected or the IPE shall ask Provider to rework Stage 1.
 
  2.3.4   During the course of Stage 1, the documentation will be modified to reflect its current status. Upon completion of Stage 1 the documentation will contain:

  2.3.4.1   Initial feasibility assessment & price to implement; and
 
  2.3.4.2   Estimated total duration of Stage 2.

   

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  2.3.5   During this stage the CCN1 will be given one of the following status comments:

      2.3.5.1   In progress;
 
      2.3.5.2   Pending review;
 
      2.3.5.3   Completed; or
 
      2.3.5.4   Rejected or rework needed.

2.4    Stage 2 Build, Test and Implementation

  2.4.1   This process will complete all activities necessary to build, test and implement the CCN1.
 
  2.4.2   During this phase, the Provider shall ensure that appropriate resources are available to support the build & tests and to rectify, in a timely manner as required by implementation timescales specified in the appropriate CCN(s), any defects that arise, through to implementation.
 
  2.4.3   IPE shall respond with agreement or not to proceed with Stage 2 within ten (10) Working Days of the completion of Stage 1 (or as may be otherwise agreed by the parties in the relevant CCN).
 
  2.4.4   Stage 2 shall be commenced by the Provider within ten (10) Working Days of receipt by Provider of IPE’s agreement to proceed.
 
  2.4.5   The duration of Stage 2 shall be as agreed in Stage 1.
 
  2.4.6   During Stage 2 a CCN1 may have any one of the following statuses associated with it:

  2.4.6.1   Build in progress;
 
  2.4.6.2   Build complete;
 
  2.4.6.3   Test in progress;
 
  2.4.6.4   Test complete;
 
  2.4.6.5   Implementation in progress; or
 
  2.4.6.6   Implementation complete.

2.5   Stage 3 Completion

  2.5.1   Completion will require the signature of the Service Delivery Manager and the Contract Manager. The CCN1 will be registered as closed and a copy


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      filed by Provider. During Stage 3 completion the CCN1 will be given the status of “Closed”.

3.   Change Control Procedure for TRS Functionality (CCN2)
 
3.1   Any CCN2 affecting software supplied from any third party will be subject to agreement between the Provider, IPE and the third party, hence all clauses in this section may be subject to the aforementioned agreement.
 
3.2   The Change Control procedure consists of four discrete stages, and is based upon information supplied via a CCN2 Form.
 
3.3   IPE shall be able to cancel any TRS Functionality Change at any time before the agreed delivery date except in circumstances where a CCN requires development work and this has already been started. Where IPE has cancelled a TRS Functionality Change, in consideration of no development work having been commenced, the IPE shall be charged only for the actual proportion of work carried out and any Charges in respect of expenditure agreed by Provider and IPE which has been incurred by Provider under the cancelled TRS Functionality Change.
 
3.4   For a CCN2 to be deemed as complete, it must pass through the four stages stated in paragraph 3.8 below before it constitutes a Change.
 
3.5   Stages 1 and 2 may be completed more swiftly than anticipated in section five of this Schedule where CCN2s relate to the launch of new IPE Contracts. Stage 3 shall concentrate on the test and implementation phases rather than the Development phase.
 
3.6   CCN2’s for the launch of new IPE Contracts shall be limited to no more than three new IPE Contract launches per year. Additional IPE Contract launches over and above this shall require the agreement of both parties.
 
3.7   For CCN2s related to the launch of new IPE Contracts that require no development effort the IPE shall give a minimum of four (4) weeks’ notice for the commencement of Stage 3. The Provider shall commit that Stage 3 shall require no more than four (4) weeks elapsed time before Acceptance Tests are commenced.
 
3.8   The stages are:
 
    Stage 1 — Feasibility and Initial Assessment of the proposed change;
 
    Stage 2 — Detailed Analysis and Planning to include the preparation of the CCN2 for eventual Development, Acceptance Test and Implementation;
 
    Stage 3 — Development, Acceptance Test and Implementation; and


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    Stage 4 — Completion.
 
  3.8.1 A CCN2 signed by both Parties at Stage 4 (completion) shall constitute a change to the functionality of TRS.

3.9   Stage 1 Feasibility and Initial Assessment

  3.9.1   Upon receipt of the CCN2 both parties shall meet within five (5) Working Days to formally agree whether further work is to be undertaken in pursuit of the CCN2. If further work is to be undertaken the Provider, in conjunction with IPE, will undertake Stage 1 within ten Working Days from the agreement to proceed, subject to receipt of a Business Requirements Definition.
 
  3.9.2   If no further work is to be undertaken the CCN shall be noted and closed accordingly.
 
  3.9.3   It is the responsibility of IPE to ensure that the appropriate personnel are allocated and available to provide input to this stage of the process. Agreement to proceed will require authority by the IPE to accept the Charges associated with Stage 2.
 
  3.9.4   The IPE shall submit a Business Requirements Definition to Provider.
 
  3.9.5   Upon completion of Stage 1 the documentation derived from the Change Procedure shall contain:

  3.9.5.1   High level business requirements;
 
  3.9.5.2   Outline estimate of effort required for Stage 2;
 
  3.9.5.3   Outline estimate of elapsed time required for Stage 2;
 
  3.9.5.4   Outline estimate of costs for Stage 2;
 
  3.9.5.5   Outline estimate of effort required for CCN2;
 
  3.9.5.6   Outline estimate for elapsed time required for CCN2;
 
  3.9.5.7   Outline estimate of costs for CCN2; or
 
  3.9.5.8   Outline impact CCN2 will have upon the Service.

  3.9.6   During this stage the CCN2 will be given one of the following status comments by Provider:

  3.9.6.1   In progress;
 
  3.9.6.2   Pending review;


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      3.9.6.3 Completed;
 
      3.9.6.4 Next stage authorised; or
 
      3.9.6.5 Cancelled.

3.10   Stage 2 Detailed Analysis and Planning

  3.10.1   This process shall create the detailed business requirements and plans necessary to prepare the CCN2 for eventual implementation. It is the responsibility of IPE to provide detailed Acceptance Test Plans and to ensure that they are acceptable to all Parties.
 
  3.10.2   The results of Stage 2 will be presented to the IPE as a basis for agreement to proceed with the CCN2.
 
  3.10.3   If Stage 2 is not agreed the CCN2 may be referred back to the start of this stage, by agreement of both Parties, for further analysis and re-presentation. Alternatively, both Parties may close it following agreement.
 
  3.10.4   It is the responsibility of IPE to ensure that the appropriate personnel are allocated and available to provide input to this stage of the process. Agreement to proceed shall require authority by the IPE to accept the charges associated with Stage 3.
 
  3.10.5   Upon completion of Stage 2 the documentation derived from the Change Procedure will contain:

     3.10.5.1 Detailed Business Requirements;
 
     3.10.5.2 Detailed Functional Specification;
 
     3.10.5.3 Detailed Acceptance Test plans;
 
     3.10.5.4 Detailed Development plans;
 
     3.10.5.5 Detailed Implementation plans;
 
     3.10.5.6 Fixed charges for implementation based upon the Fee Rates; or
 
     3.10.5.7 Committed implementation timescales

  3.10.6   At this stage the CCN2 will be given one of the following status comments:

      3.10.6.1 In progress;
 
      3.10.6.2 Pending review;


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      3.10.6.3 Completed;
 
      3.10.6.4 Next stage authorised; or
 
      3.10.6.5 Cancelled.

3.11   Stage 3 Development, Acceptance Test and Implementation

  3.11.1   This process will complete all activities necessary to develop, test and implement the CCN.
 
  3.11.2   It is the responsibility of the IPE to execute, manage and co-ordinate the Acceptance Test Plans in conjunction with any third party.
 
  3.11.3   Provider shall give to IPE at least seven (7) Working Days notice of the date on which delivery of the TRS Functionality change can be anticipated in preparation for the commencement of the Acceptance Test Plans agreed at Stage 2 of the CCN2. Testing and analysis of the results shall be carried out by IPE and any third party with the co-operation of the Provider. IPE shall notify promptly in writing any incident in relation to the Acceptance Test and the parties shall agree the priority of the incident for resolution purposes.
 
  3.11.4   Provider shall use its reasonable efforts to remedy any failure of the Acceptance Tests by whatever means are reasonably necessary including:

     3.11.4.1 provision of software fixes, updates or new releases;
 
     3.11.4.2 provision of release notes for those fixes, updates or new releases;
 
     3.11.4.3 keeping an up-to-date record of all test issue reports notified by IPE, the action taken by Provider and the status of that test issue report (open, closed or under change control); and making a copy of that record available to IPE on request.

  3.11.5   IPE shall promptly upon Provider complying with its obligations under clause 3.11.4,then repeat the Acceptance Tests. If the failures have been corrected, IPE shall then sign an Acceptance Certificate for the CCN2.
 
  3.11.6   IPE shall not exercise its right to reject the CCN2 until the relevant CCN2 has failed its Acceptance Tests on three separate occasions.
 
  3.11.7   When the CCN2 has passed its Acceptance Tests, IPE will issue an Acceptance Certificate, which shall not be unreasonably withheld or delayed.


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  3.11.8   If the applicable CCN2 has failed repeat Acceptance Tests on three separate occasions due to a failure of Provider then IPE shall be entitled to proceed under clause 3.11.9.
 
  3.11.9   On exhaustion of the procedure provided in clause 3.11.4 IPE may without prejudice to its other rights or remedies:

  3.11.9.1   accept the CCN2 as applicable subject to an adjustment to the price therefor, such adjustment to be such amount as, taking into account the circumstances, is reasonable. In the absence of written agreement as to the adjustment within fourteen (14) days after the date of such notice IPE shall be entitled to reject the CCN2 in accordance with clause 3.11.9.2; or

  3.11.9.2   reject the CCN2 in which event Provider shall (without prejudice to IPE’s other rights and remedies) forthwith refund to IPE all sums previously paid to Provider directly in relation to that CCN.

  3.11.10   During this phase, the Provider and IPE will ensure that appropriate resources are available to support the process and to rectify, in a timely manner based on the development timescales, any defects that arise. Should the Acceptance Test schedule be extended at the request of IPE or a third party then the personnel allocated by the Provider for test support purposes shall be charged on a time and materials basis in accordance with the Fee Rates, from the original completion date until such time as the Acceptance Tests are complete.
 
  3.11.11   At Stage 3 a CCN2 may have any one of the following statuses associated with it:

  3.11.11.1   Development in progress;
 
  3.11.11.2   Development complete;
 
  3.11.11.3   Acceptance test in progress;
 
  3.11.11.4   Acceptance test complete;
 
  3.11.11.5   Implementation in progress; or
 
  3.11.11.6   Implementation complete.

  3.11.12   Upon completion of Stage 3 the documentation derived from the process will contain release documentation as necessary and agreed by both Parties.


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3.12   Stage 4 Completion

  3.12.1   Completion will require the signature of the Service Delivery Manager, and the Contract Manager. The CCN2 will be registered as closed and a copy filed.
 
  3.12.2   At completion of Stage 4 the CCN2 will be given the status of “Closed”.


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4.   CCN1 Timescales

                 
 
  Activity     Timescale to Complete     Responsibility  
 
Issue and acknowledge Receipt of CCN 1
    Within 2 Working Days of receipt of written request     Service Delivery Manager & Contract Manager  
 
Meeting to discuss whether further work on CCN 1 to be performed
    Within 5 Working Days of acknowledgement of receipt     Service Delivery Manager & Contract Manager  
 
Stage 1 Commencement
    Within 2 Working Days of meeting to discuss CCN 1     Service Delivery Manager & Contract Manager  
 
Stage 1 Completion
    Within 10 Days of acknowledgement of Stage 1 Commencement     Service Delivery Manager or Contract Manager. Nominated Provider and IPE personnel.  
 
Stage 2 IPE agreement to proceed
    Within 10 days of completion of Stage 1     Contract Manager  
 
Stage 2 Commencement
    Within 10 days of IPE agreement to proceed     Service Delivery Manager  
 
Stage 2 Completion
    Within agreed timescales as specified prior to commencement of Stage 2     Provider, IPE and appropriate resource.  
 
Stage 3 Completion
    As defined in Stage 2     Provider & IPE  
 

5.   CCN2 Timescales

                 
 
  Activity     Timescale to Complete     Responsibility  
 
Issue and acknowledge Receipt of CCN
    Within 2 days of receipt of written request     Service Delivery Manager & Contract Manager  
 
Stage 1 Commencement
    Within 2 days of receipt of CCN     Provider & IPE  
 
Stage 1 Completion
    Within 10 Days of acknowledgement of CCN     Service Delivery Manager or Contract Manager. Nominated Provider and IPE personnel.  
 
Stage 2 Authority to proceed
    Within 10 days of completion of Stage 1 commencement     IPE  
 
Stage 2 Commencement
    Within 10 days of authority to proceed     Provider, IPE and LCH  
 
Stage 2 Completion
    Within agreed timescaIes as specified in Stage 1     Provider, IPE and LCH  
 


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  Activity     Timescale to Complete     Responsibility  
 
Stage 3 Commencement
    Within agreed timescales as specified prior to commencement of Stage 3     Provider, IPE and appropriate resource.  
 
Stage 3 Completion
    As defined in Stage 2     Provider & IPE  
 
Stage 4 Completion
    As defined.     Provider & IPE  
 

6. Emergency Changes

It may be necessary from time to time for Provider to introduce changes to the Service on an emergency basis (with the exception of TRS Functionality Changes which shall always follow the CCN2 procedure in this schedule), and such emergency Changes being strictly necessary to ensure continuity of the Service. In such exceptional circumstances the procedures described in this schedule may not be adhered to. For the purposes of this schedule, an “emergency Change” is one which in the reasonable opinion of the Provider is required to ensure that service continuity is maintained and not interrupted.

Within twenty-four (24) hours following the implementation of any such emergency Change, Provider shall provide the Contract Manager with a documented explanation of the Change.


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Appendix A to schedule Eight
Change Control Notification CCN1

         
  Change Control Notification One (1) - Changes to the Services (Excluding TRS Functionality)  
 
CCN1 No. (Provider will issue)
     
 
           
           
  Section 1: Requestor Details & Authorisation  
           
 
Requestor Name:
    Date of Request      /     /       
 
                                                  
       
           
 
Change description:
   
Emergency Change – YES/NO
 
 
       
 
    Continued on separate sheet – YES/NO  
           
 
Reason for Change
       
 
       
 
 
    Continued on separate sheet – YES/NO  
           
 
Authorisation:
       
 
       
 
Name                                         
         Signature:                                           
 
       
 
Date:      /     /     
       
 
       
 
Service Delivery Manager:
       
 
       
 
Date Received:      /     /     
         Date of Received:      /     /       
 
       
 
Name                                         
         Signature:                                           
           
  Section 2: Receipt Verification & Stage 1 Completion (provider only)  
           
 
       
 
Date Received:      /     /     
    Contract Manager Name:                                           
 
       
 
              Signature:                                           
 
       
 
Date Logged:      /     /     
    CCN1 Number Issued:      /     /       
 
       
 
Acknowledgment Sent      /     /     
    (Must be within two working days of receipt date)  
           


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Stage 1 Commencement – (Feasibility, Initial Assessment and pricing of the proposed change)
             
 
                   
                Status Titles:
                 
1.
  Date:   ___/___/___   Assign Status:     1. In progress
 
                         
                       
2.
  Date:   ___/___/___   Assign Status:     2. Pending review
 
                         
                       
3.
  Date:   ___/___/___   Assign Status:     3. Completed
 
                         
                       
4.
  Date:   ___/___/___   Assign Status:     4. Rejected or rework needed
 
                         
 
                     
 
                         
 
                 
Stage 1 Completion – (Authorisation to proceed to Stage 2 By signing this section, the originator of the change agrees to accept the cost of completion)
 
               
Cost of Change:
               
               
 
               
Provider Agreement
               
 
               
Name:
      Signature:       Date: ___/___/___
               
 
               
IPE Agreement
               
 
               
Name:
      Signature:       Date: ___/___/___
               
 
 
                           
Stage 2 Commencement – (Build test & implement)
             
                Status Titles:  
                     
1.
  Date:   ___/___/___   Assign Status:     1. Build in progress
 
                         
                       
2.
  Date:   ___/___/___   Assign Status:     2. Build complete
 
                         
                       
3.
  Date:   ___/___/___   Assign Status:     3. Test in progress
 
                         
                       
4.
  Date:   ___/___/___   Assign Status:     4. Test complete
 
                         
                       
5.
  Date:   ___/___/___   Assign Status:     5. Implementation in progress
 
                         
                       
6.
  Date:   ___/___/___   Assign Status:     6. Implementation complete
 
                         
                       
       
                 
Stage 2 Completion – (Authorisation to proceed to Stage 3)
 
Provider Agreement
           
 
               
Name:
      Signature:       Date: ___/___/___
               
 
               
IPE Agreement
           
 
               
Name:
      Signature:       Date: ___/___/___
 
               
 

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  Stage 3 Completion – (Authorisation to close CCN1 and accept changes)  
 
 
         
 
Provider Agreement
         
 
 
         
 
Name:                                         
  Signature:                                            Date:      /     /       
 
 
         
 
IPE Agreement
         
 
 
         
 
Name:                                         
  Signature:                                            Date:      /     /       
 
 
         
 
Change Requestor Agreement
         
 
 
         
 
Name:                                         
  Signature:                                            Date:      /     /       
 
       
     
 
Administration
         
 
CCN1 Filed
         
 
 
         
 
Name:                                         
  Signature:                                            Date:      /     /       
 
 
         
 
Invoice details passed to accounts
         
 
 
         
 
Name:                                         
  Signature:                                            Date:      /     /       
 
       
     


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Appendix B to schedule Eight
Change Control Notification CCN2

         
  Change Control Notification Two (2) – TRS Functionality Changes  
 
CCN2 No. (Provider will issue)
     
 
           
           
  Section 1: Requestor Details & Authorisation  
           
 
Requestor Name:
    Date of Request      /     /       
 
                                                  
      &nbs