EX-10.14 2 tv513417_ex10-14.htm EXHIBIT 10.14

 

Exhibit 10.14

 

In this document, “[***]” indicates that confidential materials have been redacted from this document and filed separately with the Securities and Exchange Commission.

 

SECOND AMENDED & RESTATED MARKET DATA AGREEMENT

 

This SECOND AMENDED & RESTATED MARKET DATA AGREEMENT (this “Second A&R Agreement”), dated November 1, 2018 (the “Effective Date”), is made by and between Tradeweb Markets LLC, a Delaware limited liability company, (“Tradeweb”), Thomson Reuters (Markets) LLC, a Delaware limited liability company, (“TRM”), and Thomson Reuters (GRC) Inc., a Delaware corporation (“GRC”). TRM and GRC are referred to herein as the “Refinitiv Parties”, and together with Tradeweb, the “Parties”.

 

RECITALS

 

WHEREAS, Tradeweb, TRM and Thomson Reuters Global Resources Unlimited Company (“Global Resources”) previously executed that certain Market Data Agreement dated as of November 1, 2010, as amended by the Amendment dated as of December 12, 2011 (together, the “Original Agreement”);

 

WHEREAS, Tradeweb, TRM and Global Resources subsequently executed the Amended & Restated Market Data Agreement dated as of June 17, 2016 and effective as of November 1, 2015, as amended by the U.S. Treasuries Actives Data Addendum to the Amended & Restated Market Data Agreement dated as of July 29, 2018 (the “Addendum”) (collectively, the “Amended Agreement”);

 

WHEREAS, the Amended Agreement terminated the Original Agreement (except for those terms that were expressed to survive such termination as set forth therein and Section 5.1(c) of the Original Agreement);

 

WHEREAS, as of October 1, 2018, Global Resources assigned all of its rights and obligations contained in the Original Agreement and Amended Agreement to GRC; and

 

WHEREAS, in consideration of certain mutually agreed updates and modifications, Tradeweb, TRM and GRC wish to amend and restate the Amended Agreement.

 

NOW, THEREFORE, it is mutually agreed that, as of the Effective Date, the Amended Agreement is deemed to be terminated (except for those terms that are expressed to survive such termination as set forth therein), and the terms thereof are replaced and superseded by the terms of this Second A&R Agreement:

 

ARTICLE I. DEFINITIONS

 

Section 1.1.          Definitions. As used herein the following terms have the meaning set forth below:

 

Additional UST License” shall have the meaning set forth in Section 2.3.

 

 

 

 

Affiliate” shall mean, in respect of any specified Person, a Person that directly or indirectly, through one or more intermediaries, Controls, is Controlled by, or is under common Control with, the Person specified; provided, however, that for purposes of this Second A&R Agreement, (i) The Blackstone Group L.P. and its Affiliates (other than King (Cayman) Holdings Ltd. and its Subsidiaries), shall not be deemed to be Affiliates of any of the Parties, (ii) Tradeweb and its Subsidiaries shall not be deemed to be Affiliates of either Refinitiv Party, and (iii) the Refinitiv Parties and their respective Affiliates (other than Tradeweb and its Subsidiaries) shall not be deemed to be Affiliates of Tradeweb.

 

Annual License Fee” shall have the meaning set forth in Section 4.1(a).

 

Business Day” shall mean a day other than a Saturday, Sunday, or any other day on which commercial banks in the State of New York are authorized or obligated to be closed.

 

Cancelled Subscription Fee” shall have the meaning set forth in the Original Agreement or the Amended Agreement, as applicable.

 

Claim” shall have the meaning set forth in Section 7.5(a).

 

Confidential Information” shall have the meaning set forth in Section 8.1.

 

Control” shall mean, with respect to a particular Person, the possession, directly or indirectly, of the power to direct or cause the direction of management or policies (whether through ownership of securities or partnership or other ownership interests, by contract or otherwise) of such Person.

 

Data Set” shall mean each individual set of data licensed pursuant to this Second A&R Agreement that (i) for the Exclusive Licensed Market Data, is grouped at the second (2nd) grouping level as set forth on Exhibit B hereto, and (ii) for the Non-Exclusive Licensed Market Data, is numbered as set forth on Exhibit C hereto; provided, that (a) each Non-Exclusive Licensed NMDS added to the Licensed Data will be a new Data Set, and (b) each Exclusive Licensed NMDS added to the Licensed Data will either (1) if it fits within the scope of an existing Data Set, become a part of such Data Set or (2) otherwise, become a new Data Set.

 

Dealer Subscribers” shall mean each dealer that has entered into any electronic trading participation and subscription agreement with Tradeweb or any of its Subsidiaries, and all of the Affiliates of such dealer that participate on a Tradeweb Platform.

 

Dealer User” shall mean a User at a Dealer Subscriber.

 

Dealerweb” shall mean Dealerweb Inc., a New York corporation and Subsidiary of Tradeweb.

 

Derivative Work” shall mean a “derivative work” within the meaning of the United States Copyright Act, 17 U.S.C. Section 101 et seq.

 

Desktop Product” shall mean any existing or future desktop offering by the Refinitiv Parties or any of their Affiliates, including Eikon and Thomson ONE.

 

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Disclosing Party” shall have the meaning set forth in Section 8.1.

 

Dispute Notice” shall have the meaning set forth in Section 4.4(b)(iii).

 

Dispute Resolution Matter” shall have the meaning set forth in Section 4.4(b)(iii).

 

Dispute Resolution Process” shall have the meaning set forth in Section 4.4(b)(iii).

 

Effective Date” shall have the meaning set forth in the Preamble.

 

Eikon” shall mean the Desktop Product currently marketed by either Refinitiv Party or their Affiliates under the trademark EIKON.

 

Eikon Upgrade Fee” shall have the meaning set forth in Section 5.2(b)(iii).

 

Entitlement System” shall have the meaning set forth in Section 2.2.

 

Exclusive Licensed Data” shall mean Exclusive Licensed Market Data and Licensed Trading Data.

 

Exclusive Licensed Market Data” shall mean the market data sets identified on Schedule B (as such Schedule may be updated from time to time to include Exclusive Licensed NMDSs in accordance with this Second A&R Agreement).

 

Exclusive Licensed NMDS” shall have the meaning set forth in Section 2.7.

 

Exclusive NMDS Fee Share” shall have the meaning set forth in Section 4.3(a)(ii).

 

Existing Target Customers” shall mean those Multi-Dealer to Customer Platform customers of Tradeweb or any of its Subsidiaries assigned to TRM, or its designated Affiliates, under the terms of the Original Agreement.

 

Existing Target User” shall mean a User at an Existing Target Customer.

 

Fee Calculation” shall have the meaning set forth in Section 4.4(b)(i).

 

Fees” shall mean collectively, all fees payable by the Refinitiv Parties to Tradeweb under this Second A&R Agreement, including the Annual License Fee, and, where applicable, the Exclusive NMDS Fee Share, Non-Exclusive NMDS Fee Share, Non-Exclusive Licensed Market Data Fee Share, MiFID II Pre-Trade APA Fee Share, Eikon Upgrade Fees, and UST Subscription Fee Share.

 

Fee Per Data Set” shall have the meaning set forth in Schedule E.

 

First Distribution Year” shall have the meaning set forth in Section 4.3(a)(ii).

 

Force Majeure Event” shall have the meaning set forth in Section 9.4.

 

Government Request” shall have the meaning set forth in Section 8.1.

 

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GRC” shall have the meaning set forth in the Preamble.

 

Historical Market Data” shall mean a “gold copy” of the data listed on Schedule L, including historical data for the applicable “Historical Lookback Period” (as set forth in Schedule L) preceding each delivery to GRC in accordance with Section 3.3.

 

Historical Market Data License” shall have the meaning set forth in Section 2.9.

 

IDB Platform” shall mean any inter-dealer broker electronic trading platform made available by Tradeweb or any of its Subsidiaries to Users.

 

Implementation Period” shall have the meaning set forth in Section 2.7.

 

Indemnification Notice” shall have the meaning set forth in Section 7.5(a).

 

Indemnified Party” shall have the meaning set forth in Section 7.5(a).

 

Indemnifying Party” shall have the meaning set forth in Section 7.5(a).

 

Initial Term” shall have the meaning set forth in Section 6.1.

 

Innovative Solution” shall have the meaning set forth in Section 5.3.

 

Intellectual Property” shall mean (i) all patents and patent applications, together with all reissues, continuations, continuations-in-part, divisions, revisions, extensions, and reexaminations thereof; (ii) all trademarks, service marks, trade dress, trade names, corporate names, and domain names, together with all translations, adaptations, derivations, and combinations thereof and including all goodwill associated therewith, and all applications, registrations, and renewals in connection therewith; (iii) all copyrights, and all applications, registrations, and renewals in connection therewith; (iv) all trade secrets and confidential business information (including ideas, research and development, know-how, processes and techniques, technical data, designs, drawings, specifications, customer and supplier lists, pricing and cost information, and business and marketing plans and proposals); (v) all computer software (including data and related documentation), rights in database information, and internet websites; (vi) all moral rights and rights of privacy and publicity; and (vii) all other intellectual property rights recognized by the Law of any jurisdiction.

 

Law” shall mean, with respect to any specified Person, all foreign, federal, state, local and Self-Regulatory Organization statutes, laws, ordinances, regulations, rules, writs, injunctions, judgments, decrees and orders applicable to the specified Person or to the businesses and assets thereof, including laws relating to privacy, data protection, and the collection and use of data.

 

Licensed Data” shall mean Licensed Market Data and Licensed Trading Data and any alterations thereto that are not Resultant Data.

 

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Licensed IDB Trading Data” shall mean Licensed Trading Data: (i) generated on an IDB Platform; or (ii) displayed or otherwise disseminated by a voice or hybrid inter-dealer broker to Users.

 

Licensed Market Data” shall mean: (i) Exclusive Licensed Market Data, (ii) Non-Exclusive Licensed Market Data, (iii) Historical Market Data, and (iv) New Market Data Sets.

 

Licensed Trading Data” shall mean all data or other information (including algorithms and calculations) other than Licensed Market Data that is necessary, as determined by GRC in its reasonable discretion in consultation with Tradeweb, to enable GRC and its Affiliates to distribute and display via Desktop Products all of the pre-trade data and information that Tradeweb provides directly to Users and to provide the same user experience to Refinitiv Subscribers as that provided to Users; provided, that in establishing the feed for any new Licensed Trading Data, Tradeweb in its reasonable discretion in consultation with GRC shall determine the form in which it provides such new Licensed Trading Data (e.g., whether to transmit a calculated value to GRC or to transmit the values required for determining such calculated value and separately provide to GRC the algorithm for determining such calculated value); provided, further, that changes to such form once established shall be made in accordance with the change control procedures set forth in the SLA.

 

Licensed TWD Trading Data” shall mean Licensed Trading Data generated on a TWD Platform.

 

Licenses” shall collectively mean the Market Data License, Limited Trading Data License, Additional UST License and Historical Market Data License.

 

Limited Trading Data License” shall have the meaning set forth in Section 2.2.

 

Losses” shall have the meaning set forth in Section 7.4(a).

 

Loss Leader” shall mean to offer for sale, license or distribution at a disproportionate discount level compared to other services (either Refinitiv Services or Tradeweb services, as applicable) for the specific purpose of selling these other services to the same client or client Affiliate, or maintaining client’s or client Affiliates’ subscription to such other services. This does not cover the offer of discounts for the relevant service required in order to become or remain reasonably competitive as a provider of such service.

 

Market Data License” shall have the meaning set forth in Section 2.1.

 

Marks Fees” shall have the meaning in Schedule F.

 

Materials” shall mean and include, without limitation, all data, information, analytics, software, designs, materials, products, services, content, concepts, ideas, inventions, methods, processes, techniques, know-how, code, development tools, APIs, systems, documentation and other Intellectual Property of any kind (and any modifications or improvements thereto), and any and all costs (internal and external) associated with an Innovative Solution, including, without limitation, with respect to development, testing, deployment, support and maintenance of such Innovative Solution.

 

MBIS” shall mean Municipal Bond Information Services LLC, a Delaware limited liability company.

 

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MD Server” shall have the meaning set forth in Section 5.1(a).

 

MD Server Fees” shall have the meaning set forth in Schedule F.

 

MiFID II Pre-Trade APA Market Data” shall have the meaning set forth in Schedule C.

 

MiFID II Pre-Trade APA Fee Share” shall have the meaning set forth in Section 4.1(c).

 

Multi-Dealer to Customer Platform” shall mean any multi-dealer to customer electronic trading platform made available by Tradeweb or any of its Subsidiaries to Users.

 

New Analytics” shall have the meaning set forth in Section 5.3.

 

New Market Data Set” shall have the meaning set forth in Section 2.7.

 

Non-Exclusive Licensed Market Data” shall mean the market data sets identified on Schedule C (as such Schedule may be updated from time to time to include Non-Exclusive Licensed NMDSs in accordance with this Second A&R Agreement).

 

Non-Exclusive Licensed Market Data Distributor Fee” shall mean the standard “distributor fee” that would be charged to a third Person distributor of a Non-Exclusive Licensed Market Data set.

 

Non-Exclusive Licensed Market Data Fee Share” shall have the meaning set forth in Section 4.1(b).

 

Non-Exclusive Licensed NMDS” shall have the meaning set forth in Section 2.7.

 

Non-Exclusive NMDS Fee Share” shall have the meaning set forth in Section 4.3(b)(ii).

 

Non-Trading User” shall have the meaning set forth in Section 5.2(a)(i).

 

Non-Trading User List” shall have the meaning set forth in Section 5.2(a)(vii).

 

Notice of Non-Renewal” shall have the meaning set forth in Section 6.1.

 

NTU Fee Calculation” shall have the meaning set forth in Section 5.2(a)(iii).

 

NTU Fee Share” shall have the meaning set forth in Section 5.2(a)(ii).

 

Parties” shall have the meaning set forth in the Preamble.

 

Percentage of Revenue Payable” shall have the meaning set forth in Section 4.3(a)(ii).

 

Person” shall mean any individual, entity, firm, corporation, partnership, association, limited liability company, joint-stock company, trust, or unincorporated organization.

 

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Qualifying Revenue” shall mean, with respect to any relevant period of time, the aggregate value of all RCM 19901 Subscription Fees for such period of time, excluding any value added, sales and/or other taxes and/or tariff duties directly levied on TP ICAP Customers in respect of the supply of RCM 19901 to them and any withholding or equivalent taxes that the TP ICAP Group is required to deduct under applicable tax laws; provided, that if at any time the TP ICAP Group ceases to provide RCM 19901 to TP ICAP Customers, “Qualifying Revenue” shall mean the revenues directly generated by GRC and its Affiliates from the distribution by them or a third party of RCM 19901.

 

RCM 19901” shall mean that certain Reuters Capital Markets 19901 service (including any replacement or successor services thereto).

 

RCM 19901 Subscription Fees” shall mean, with respect to any relevant period of time, all fees charged by the TP ICAP Group to a TP ICAP Customer during such period of time for receipt and use of RCM 19901.

 

Receiving Party” shall have the meaning set forth in Section 8.1.

 

Refinitiv Authorized Personnel” shall have the meaning set forth in Section 8.1.

 

Refinitiv Competitor List” shall have the meaning set forth in Section 2.4.

 

Refinitiv Delivery Mechanism” shall mean the services and facilities provided from time to time by TRM or any of its Affiliates in order to make available RCM 19901 to Subscribers.

 

Refinitiv Parties” shall have the meaning set forth in the Preamble.

 

Refinitiv Services” shall mean services and facilities provided from time to time by TRM or any of its Affiliates to any third Person.

 

Refinitiv Subscriber” shall mean any third Person that is an authorized recipient of any Refinitiv Services.

 

Refinitiv Limited Group” shall have the meaning set forth in Section 8.1.

 

Renewal Term” shall have the meaning set forth in Section 6.1.

 

Restricted List” shall mean those Persons set forth on Schedule A.

 

Resultant Data” shall mean any data that is produced by Refinitiv Parties or their Affiliates by processing Licensed Data to produce data that is substantially different from the original Licensed Data and that would not allow a third party to identify (through reverse engineering or otherwise) the Licensed Data from which such Resultant Data was derived.

 

Second A&R Agreement” shall have the meaning set forth in the Preamble.

 

Self-Regulatory Organization” means the Financial Industry Regulatory Authority, Inc., the National Futures Association, the Chicago Board of Trade, the New York Stock Exchange, any national securities exchange (as defined in the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder), any other securities exchange, futures exchange, contract market, commodities market, any other such exchange, clearinghouse or corporation or other similar federal, state or foreign self-regulatory body or organization.

 

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SLA shall have the meaning set forth in Section 3.3.

 

Steering Committee” shall have the meaning set forth in Section 5.3.

 

Subscriber” means any third Person that subscribes from time to time to a Refinitiv Delivery Mechanism.

 

Subsidiary” of any Person shall mean: (i) a corporation more than fifty percent (50%) of the outstanding voting stock of which is owned, directly or indirectly, by such Person or by one or more other Subsidiaries of such Person, or by such Person and one or more other Subsidiaries thereof; or (ii) any other Person (other than a corporation) in which such Person, or one or more other Subsidiaries of such Person, or such Person and one or more other Subsidiaries thereof, directly or indirectly, has at least a majority ownership and power to direct the policies, management and affairs thereof. Solely with respect to Tradeweb for purposes of this Second A&R Agreement, “Subsidiary” shall include any company formed after the Effective Date that (i) directly or indirectly holds one hundred percent (100%) of the ownership equity of Tradeweb, (ii) is part of the same ownership group as, and operates the same business as, Tradeweb and its current Subsidiaries, and (iii) is not any Person (or any such Person’s Affiliates, successors or assigns) set forth on the Refinitiv Competitor List or any Persons reasonably known to be Affiliates of such Person.

 

Term” shall have the meaning set forth in Section 6.1.

 

Third Party Agreement” shall mean an agreement with a third Person to which a Party is bound.

 

Thomson One” shall mean the Desktop Product currently marketed by TRM or any of its Affiliates under the trademark THOMSON ONE.

 

TP ICAP” shall mean Tullet Prebon Information Limited.

 

TP ICAP Customer” shall mean any Subscriber that has executed a TP ICAP Customer Agreement with the TP ICAP Group. For the avoidance of doubt, TP ICAP Customers shall not be considered Refinitiv Subscribers by virtue of their subscription to RCM 19901, provided, that such Person may separately qualify as a Refinitiv Subscriber with respect to other Refinitiv Services.

 

TP ICAP Customer Agreement” shall mean the TP ICAP Group’s agreement with a TP ICAP Customer from time to time setting out the terms and conditions for a TP ICAP Customer’s access to and use of RCM 19901, including the US Treasuries Actives Data via a Refinitiv Delivery Mechanism.

 

TP ICAP Group” shall mean Tullet Prebon Information Limited plc, its Affiliates and any entity that is a successor (including without limitation, by change of name, dissolution, merger, consolidation, reorganization, sale or other disposition) to any such business entity or its business and assets.

 

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TP ICAP Loss Leader” shall mean to offer for sale at a disproportionate discount level compared to other services (either Refinitiv Services or TP ICAP Group services, as applicable) for the specific purpose of selling these other services to the same client or client Affiliate, or maintaining client’s or client Affiliates’ subscription to such other services. This does not cover the offer of discounts for RCM 19901 required in order to meet competition with respect to RCM 19901.

 

Tradeweb” shall have the meaning set forth in the Preamble.

 

Tradeweb-Entitled Trading Customer” shall mean, with respect to any set of Licensed Trading Data, the Trading Customers and Dealer Subscribers permissioned by Tradeweb or any of its Subsidiaries to have access to such Licensed Trading Data.

 

Tradeweb Front-End Application” shall mean any electronic front-end application provided by Tradeweb or any of its Subsidiaries to Users (including any electronic front-end applications developed for the TWD Platform by Tradeweb or any of its Subsidiaries and white-labeled for or otherwise licensed to customers for their provision to Users), whether for view and trading access or for view only access.

 

Tradeweb Operating Agreement” shall mean the Fourth Amended and Restated Limited Liability Company Agreement of Tradeweb Markets LLC, dated as of June 26, 2014, as may be amended or restated from time to time.

 

Tradeweb Platform” shall mean any electronic trading platform made available by Tradeweb or any of its Subsidiaries to Users, including: (i) any Multi-Dealer to Customer Platform; (ii) any IDB Platform; and (iii) any TWD Platform.

 

Tradeweb Viewer” shall mean a Tradeweb Front-End Application provided by Tradeweb or any of its Subsidiaries to Users for accessing a Multi-Dealer to Customer Platform, whether for view and trading access or for view only access.

 

Tradeweb Viewer + Eikon” shall have the meaning set forth in Section 5.2(c)(i).

 

Tradeweb Viewer License” shall have the meaning set forth in Section 5.2(b)(ii).

 

Trading Activity” shall mean that portion of a User’s interaction with a Tradeweb Platform between entry of an indication of interest (via RFQ, order entry, click-to-trade or otherwise, as applicable to the relevant Tradeweb Platform) and trade execution.

 

Trading Customer” shall mean a customer of Tradeweb or any of its Subsidiaries (other than a Dealer Subscriber) that is authorized by Tradeweb or any of its Subsidiaries to trade on a Tradeweb Platform.

 

Trading Customer User” shall mean a User at a Trading Customer.

 

Transition Period” shall have the meaning set forth in Section 6.2.

 

Transaction Data” shall have the meaning set forth in Section 2.8.

 

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TRM” shall have the meaning set forth in the Preamble.

 

TW Competitor” shall mean any trading venue (including voice brokerage) that: (i) competes with any trading venue (including voice brokerage) operated by Tradeweb or any of its Subsidiaries; and (ii) is owned or operated by any Person on the Restricted List or any Persons reasonably known to be Affiliates of such Person.

 

TW Per-User Product” shall have the meaning set forth in Section 5.2(a)(i).

 

TW Revenue Threshold” shall have the meaning set forth in Section 5.2(a)(ii).

 

TWD Platform” shall mean any electronic trading platform made available by Tradeweb or any of its Subsidiaries to Users primarily for use in connecting liquidity providers with financial advisors, RIAs, traders and buy-side investors.

 

US CPI” shall mean the Consumer Price Index as published by the Bureau of Labor Statistics of the United States Department of Labor, U.S. City Average, All Items for Urban Wage Earners and Clerical Workers (1982-1984=100). If the US CPI is hereafter converted to a different standard reference base or otherwise revised, the determination of the US CPI adjustment shall be made with the use of such conversion factor, formula or table for converting the US CPI, as may be published by the United States Bureau of Labor Statistics, or, if such bureau shall no longer publish the same, then with the use of such conversion factor, formula or table as may be published by the applicable agency of the United States, or failing such publication, by a nationally recognized publisher of similar statistical information.

 

User” shall mean a Person authorized to trade on a Tradeweb Platform or a customer of a Tradeweb or Tradeweb Subsidiary voice or hybrid inter-dealer broker.

 

UST Competitor” shall mean any trading venue that: (i) competes with Dealerweb’s lit order book; and (ii) is owned or operated by any Person listed on the UST Restricted List or any Persons reasonably known to be Affiliates of such Person.

 

UST Distribution Agreement” shall mean that certain agreement by and between GRC or its Affiliates and a member of the TP ICAP Group with respect to the provision of US Treasuries Actives Data to the TP ICAP Group by GRC or its Affiliates in relation to the provision of RCM 19901.

 

UST License” shall have the meaning set forth in Section 2.3.

 

UST Restricted List” shall mean those Persons set forth on Schedule K.

 

UST Subscription Fee Share” shall have the meaning set forth in Section 4.1(d).

 

US Treasuries Actives Data” shall have the meaning set forth in Schedule B-1.

 

Year” shall mean the first consecutive twelve (12) calendar month period from the Effective Date and each subsequent consecutive twelve (12) calendar month period.

 

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Section 1.2.          Construction of Certain References. References in this Second A&R Agreement to any gender include references to all genders, and references to the singular include references to the plural and vice versa. The words “include,” “includes” and “including” when used in this Second A&R Agreement shall be deemed to be followed by the phrase “without limitation.” Unless the context otherwise requires, references in this Second A&R Agreement to Articles, Sections and Schedules shall be deemed references to Articles and Sections of, and Schedules to, this Second A&R Agreement. Unless the context otherwise requires, the words “hereof,” “hereby” and “herein” and words of similar meaning when used in this Second A&R Agreement refer to this Second A&R Agreement in its entirety and not to any particular Article, Section or provision of this Second A&R Agreement. Unless otherwise indicated, references in this Second A&R Agreement to dollars are to U.S. dollars. The use of “revenue” herein shall refer to actual revenues determined in accordance with generally accepted accounting principles.

 

ARTICLE II. GRANT OF LICENSES; RESTRICTIONS

 

Section 2.1.           License for Market Data. Subject to all of the terms and conditions of this Second A&R Agreement, Tradeweb hereby grants to GRC an exclusive (except as to Non-Exclusive Licensed Market Data), perpetual and irrevocable (as to Licensed Market Data delivered pursuant to this Second A&R Agreement), terminable on the terms and conditions set forth in ARTICLE VI of this Second A&R Agreement, sub-licensable (subject to the same terms and conditions as set forth in this Second A&R Agreement), worldwide license to use and redistribute the Exclusive Licensed Market Data for any and all purposes, including distribution to Affiliates for redistribution to end users, and further including desktop display, feeds, input for algorithmic machine trading (fuel), valuation services, archiving, and redistribution to end users, and the right to take any action reasonably associated with such uses or redistribution, including the right to sell, offer for sale, distribute, reproduce, display, format, export, import, modify, collect, store, create representations, page displays, and yield calculations, create yields spreads and price spreads between portions of such data or between such data and the data of third Persons, make improvements to, prepare Derivative Works of and Resultant Data from, and exercise all other rights in and to the Exclusive Licensed Market Data (the “Market Data License”). The Market Data License includes Non-Exclusive Licensed Market Data; provided, however, that the Market Data License with respect to such data sets shall be non-exclusive. Upon termination or expiration of this Second A&R Agreement, the Market Data License shall automatically become a non-exclusive license as to Licensed Data delivered pursuant to this Second A&R Agreement.

 

Section 2.2.          Limited License for Trading Data. Subject to all of the terms and conditions of this Second A&R Agreement, Tradeweb hereby grants to GRC an exclusive, perpetual and irrevocable (as to Licensed Trading Data delivered pursuant to this Second A&R Agreement), terminable on the terms and conditions set forth in ARTICLE VI of this Second A&R Agreement, sub-licensable (subject to the same terms and conditions as set forth in this Second A&R Agreement), worldwide license to redistribute the Licensed Trading Data to Tradeweb-Entitled Trading Customers on a Desktop Product or through a Refinitiv Service (the “Limited Trading Data License”); provided, that GRC shall only redistribute Licensed IDB Trading Data and Licensed TWD Trading Data to Tradeweb-Entitled Trading Customers that request delivery of such data from GRC or any of its Affiliates. GRC acknowledges that Tradeweb has provided to it or its Affiliates one or more authentication APIs and may in the future provide one or more alternative or additional APIs or systems, in each case, to limit access of Licensed Trading Data to Tradeweb-Entitled Trading Customers (the “Entitlement System”). GRC shall not, and shall cause its Affiliates not to, distribute Licensed Trading Data if the Entitlement System is not implemented, and neither it nor its Affiliates will make any changes to such Entitlement System that would impact GRC’s or its Affiliates’ compliance with such Entitlement System without the written consent of Tradeweb, not to be unreasonably withheld. Tradeweb shall provide GRC with reasonable advance notice in accordance with the SLA regarding any changes that it intends to implement with respect to the Entitlement System, including with respect to any alternative or additional APIs or systems, and in any case shall provide GRC with at least as much advance notice as it provides to other third party systems impacted by such change (e.g., ISVs, OMSs, EMSs). Upon termination or expiration of this Second A&R Agreement, the Limited Trading Data License shall become a non-exclusive license as to Licensed Data delivered pursuant to this Second A&R Agreement.

 

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Section 2.3.          Additional UST License. Without limiting the Market Data License in respect of the US Treasuries Actives Data granted to GRC pursuant to Section 2.1 (the “UST License”), Tradeweb grants to GRC a limited license to sublicense, or to permit its Affiliates to sublicense, GRC’s rights under the UST License to the TP ICAP Group solely: (1) to the extent necessary for the TP ICAP Group to provide RCM 19901 to TP ICAP Customers pursuant to a TP ICAP Customer Agreement (including, without limitation, for purposes of branding, marketing, promotion and demonstration of RCM 19901), and/or (2) for internal use by the TP ICAP Group (clauses (1) and (2), collectively, the “Additional UST License”). Following January 26, 2019 (180 days after July 30, 2018), except to the extent otherwise agreed in writing by the Parties, any redistribution of the US Treasuries Actives Data by GRC or its Affiliates to the TP ICAP Group for use other than in accordance with clause (1) shall be subject to the applicable terms and conditions of this Second A&R Agreement.

 

(a) In connection with clause (1) of the Additional UST License, GRC or its Affiliates shall be permitted to provide the US Treasuries Actives Data to the TP ICAP Group to the extent necessary for the TP ICAP Group to perform calculations on the US Treasuries Actives Data and return the results thereof to GRC or its Affiliates for delivery to TP ICAP Customers via a Refinitiv Delivery Mechanism.

 

(b) In relation to the Additional UST License, GRC warrants that either it or its Affiliates shall contractually require during the term of the UST Distribution Agreement, in each case, (i) that the TP ICAP Group comply with all restrictions on the use and distribution of the US Treasuries Actives Data contained in this Second A&R Agreement, (ii) promptly notify Tradeweb if it, or its Affiliates, become aware of any material breach or threatened material breach of such restrictions, and (iii) procure for the benefit of Tradeweb the rights under the Contracts (Rights of Third Parties) Act of 1999 to enforce the rights and restrictions set forth in the UST Distribution Agreement (excluding any relevant audit clause set forth in such agreement; provided, that GRC represents that, as of the Effective Date, the UST Distribution Agreement does not include any provision that would prohibit GRC or its Affiliates notifying Tradeweb to the extent it or such Affiliate becomes aware of any material breach or threatened material breach related to the TP ICAP Group’s use and distribution of the US Treasuries Actives Data as a result of any audit). To the extent Tradeweb exercises such rights under the Contracts (Rights of Third Parties) Act of 1999, GRC or its Affiliates shall, at Tradeweb’s expense, provide such assistance to Tradeweb as it reasonably requires to enforce such rights and restrictions against TP ICAP. Neither GRC nor its Affiliates shall be responsible for any breach by the TP ICAP Group of the UST License (as sub-licensee of GRC or its Affiliates), including, without limitation, any failure to comply with the restrictions on use and distribution of the US Treasuries Actives Data contained in this Second A&R Agreement.

 

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Section 2.4.          Restriction on Distribution by Tradeweb. Tradeweb shall not distribute or permit any of its Subsidiaries or any third Persons to distribute any Exclusive Licensed Data electronically, except, that Tradeweb and its Subsidiaries shall retain the right to distribute Exclusive Licensed Data (and any Derivative Works thereof) electronically or otherwise: (a) via a Tradeweb Front-End Application or Microsoft Excel (or any other spreadsheet program) interface integrated with a Tradeweb Front-End Application; (b) via data feeds and other data distribution means to the extent necessary for Tradeweb or any of its Subsidiaries’ transactional business, provided, that in each case, Tradeweb shall only market and offer Tradeweb Front-End Applications and data feeds intended primarily for trade execution (and not primarily for market data distribution or redistribution); (c) solely with respect to Licensed Trading Data, to independent software vendors (ISVs), Order Management System (OMS) providers and Execution Management System (EMS) providers solely for purposes of enabling such vendors to provide such Licensed Trading Data to Tradeweb-Entitled Trading Customers; (d) for the purpose of supporting Trading Customers and Dealer Subscribers in connection with such customers’ and dealers’ regulatory inquiries and obligations, litigation, contractual obligations with their customers relating to execution of transactions on a Tradeweb Platform, and required clearing obligations; and (e) to Trading Customers or Dealer Subscribers as an input to the following existing pre- and post-trade research products and successors thereof that do not materially alter the substance of such products by expanding the functionality of such products as a whole or the scope of the data provided therein: Transaction Cost Analysis, Best Execution, Best Execution Plus, and Liquidity Index; provided, that to the extent Exclusive Licensed Data is used as an input to such research products, Tradeweb will not distribute such Exclusive Licensed Data independent with or from such research products. Notwithstanding the above, Tradeweb shall, and shall cause its Subsidiaries to not, under any circumstance, license or otherwise provide any Exclusive Licensed Data to any Person (or any such Person’s Affiliates, successors or assigns) set forth on Schedule J or any Persons reasonably known to be Affiliates of such Person (such Schedule, the “Refinitiv Competitor List”) without the written consent of GRC; provided, that the foregoing restriction shall not apply with respect to Licensed Trading Data applicable to clause (c) above. GRC shall have the right to amend the Refinitiv Competitor List on ninety (90) days’ written notice, subject to Tradeweb’s approval, not to be unreasonably withheld. GRC agrees to consider, on a case-by-case basis, any reasonable requests from Tradeweb to waive or limit the application of the Refinitiv Competitor List; provided, however, that GRC retains the right to reject any such request that GRC deems adverse to its commercial and business interests, or to condition its approval as it deems appropriate to preserve such interests, in each case, using its reasonable discretion. Notwithstanding anything to the contrary contained in this Second A&R Agreement, Tradeweb may distribute Exclusive Licensed Market Data, including to any Person on the Refinitiv Competitor List, for the purpose of branding, marketing, promotion and demonstration of Tradeweb services, including to print, broadcasting and multimedia news outlets; provided, that such distributed Exclusive Licensed Market Data is not distributed by Tradeweb in a format that would enable the recipient to use such Exclusive Licensed Market Data as a substitute for obtaining its own subscription to such Exclusive Licensed Market Data from GRC or its Affiliates; provided, further, that the Refinitiv Parties acknowledge and agree that Tradeweb may, from time to time, distribute Exclusive Licensed Market Data to news outlets for the above purposes, including to Persons on the Refinitiv Competitor List. For the avoidance of doubt, nothing in this Section 2.4 shall restrict Tradeweb or its Affiliates from engaging in any merger, acquisition, asset sale, disposition or any other type of business combination with any Person listed on the Refinitiv Competitor List or any of their respective Affiliates (or any such Person’s or its Affiliates’ successors or assigns); provided, however, that the obligations in this Section 2.4 will continue to apply during and after any such activity. Notwithstanding anything to the contrary herein, Tradeweb shall retain the right to use Exclusive Licensed Data, and any Derivative Works thereof, solely in connection with its trading activities. Tradeweb shall also ensure that any contracts entered into on or after the Effective Date for the provision of Exclusive Licensed Data (or any Derivative Works thereof) to customers over direct API connections will permit such customers to use such data solely for trade execution purposes, and for customers to directly support such trade execution purposes, and will restrict redistribution and use not in connection with a Tradeweb marketplace. In the event that a Refinitiv Party or any of its Affiliates develops an index or benchmark product using Exclusive Licensed Data that has value to customers on a Tradeweb Platform, the Parties shall negotiate in good faith (via the Steering Committee and/or otherwise) to license such product to Tradeweb pursuant to a separate distribution agreement for use as permitted under this Section 2.4 for a reduced fee that takes into consideration the extent to which Tradeweb was a source of the data underlying such product; provided, however, that the Refinitiv Parties may determine in their sole discretion not to offer or provide any discount to Tradeweb or its Subsidiaries. Tradeweb shall, as soon as reasonably practicable, but in no event later than thirty (30) days following the execution of this Second A&R Agreement, provide notice of its withdrawal and resignation as a member of MBIS, in accordance with the terms of such membership. Notwithstanding anything to the contrary herein, Tradeweb shall be permitted to continue to provide muni data to MBIS in the ordinary course pursuant to its existing agreements with MBIS until the earlier of: (i) the finalization of such withdrawal and resignation, and (ii) June 30, 2019.

 

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Section 2.5.          Restriction on Distribution by GRC. Notwithstanding any other provision of this Second A&R Agreement, GRC shall not, and shall cause its Affiliates not to, without the prior written consent of Tradeweb: (a) distribute US Treasuries Actives Data to any UST Competitor; or (b) distribute Licensed Data (other than US Treasuries Actives Data) to any TW Competitor. In the event that Tradeweb notifies GRC in writing of its reasonable belief that (i) Licensed Data (other than US Treasuries Actives Data) has been distributed by GRC or its Affiliates to a TW Competitor to an extent not permitted by this Section 2.5, or (ii) a trading venue (including voice brokerage) owned or operated by a third Person competes with a trading venue (including voice brokerage) operated by Tradeweb or any of its Subsidiaries, but such trading venue is neither a TW Competitor as defined herein nor subject to an applicable waiver pursuant to this Section 2.5 (whether by reason of its creation, new activities undertaken by it or by Tradeweb, previous oversight, or otherwise), then in each case GRC shall investigate such matter in cooperation with Tradeweb and, with respect to clause (i), if such distribution has been made to an extent not permitted by this Section 2.5, GRC shall discontinue such distribution as soon as reasonably practicable unless Tradeweb grants a waiver with respect thereto in accordance with this Section 2.5, and, with respect to clause (ii), such trading venue (including voice brokerage) shall be added to the Restricted List upon the consent of GRC, such consent not to be unreasonably withheld or delayed. Tradeweb agrees to consider, on a case-by-case basis, any reasonable requests from GRC to waive or limit the application of the Restricted List or the UST Restricted List, such limitation or waiver not to be unreasonably withheld; provided, however, that without limiting the generality of the foregoing, Tradeweb will not be deemed to be unreasonably withholding consent with respect thereto if Tradeweb reasonably believes that granting such limitation or waiver would create a material competitive concern for Tradeweb or its Subsidiaries. Notwithstanding anything to the contrary in this Section 2.5: (A) any waivers or exceptions granted by Tradeweb in respect of Section 2.4 of the Amended Agreement or the Original Agreement, as applicable, shall continue under this Second A&R Agreement; and (B) if, as of the Effective Date, GRC or its Affiliates is distributing Licensed Data in contravention of this Section 2.5 but such distribution would not have been a violation of Section 2.4 of the Amended Agreement, GRC and its Affiliates shall be permitted to continue such distribution solely with respect to the Licensed Data that is part of such distribution. For the avoidance of doubt, nothing in this Section 2.5 shall restrict GRC or its Affiliates from engaging in any merger, acquisition, asset sale, disposition or any other type of business combination with any Person listed on the Restricted List or the UST Restricted List or any of their respective Affiliates (or any such Person’s or its Affiliates’ successors or assigns); provided, however, that the obligations in this Section 2.5 will continue to apply during and after any such activity. GRC shall also ensure that Licensed Data is distributed only to end users who have executed or otherwise accepted a market data subscription agreement which, among other things: (1) shall prohibit the further redistribution or sublicensing of US Treasuries Actives Data to any UST Competitor or Licensed Data (other than US Treasuries Actives Data) to any TW Competitor, as applicable; and (2) shall contain customary provisions regarding confidentiality, disclaimers of warranties and limitation of liability, and provisions ensuring that Tradeweb shall have no liability to Refinitiv Subscribers resulting from such Refinitiv Subscribers’ access via a Refinitiv Service to Licensed Data or a Tradeweb Platform. GRC shall promptly inform Tradeweb of any breach or threatened breach of any market data subscriber agreement or other sublicense agreement involving Licensed Data, and shall use commercially reasonable efforts to remedy or prevent such breach or threatened breach. A copy of the current Refinitiv Master Agreement has been separately delivered to Tradeweb. Notwithstanding anything to the contrary contained in this Second A&R Agreement, provided that the Refinitiv Parties attribute Licensed Market Data in accordance with Section 3.6 herein, GRC may distribute, and may permit its Affiliates to distribute, Licensed Data for the purpose of branding, marketing, promotion and demonstration of Refinitiv Services, including to print, broadcasting and multimedia news outlets, and for the purpose of supporting Refinitiv Subscribers in connection with such Refinitiv Subscribers’ regulatory inquiries and obligations, litigation, contractual obligations with their customers relating to execution of transactions on a Tradeweb Platform, and required clearing obligations.

 

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Section 2.6.          GRC Redistributors. GRC shall provide to Tradeweb within thirty (30) days of the Effective Date a list of all third party redistributors used by GRC or its Affiliates to redistribute Licensed Market Data. Before entering a new redistribution arrangement for Licensed Market Data after the Effective Date (other than financial services customers having typical limited rights of redistribution to their own clients), GRC shall consider in good faith any strategic concerns raised by Tradeweb concerning such new redistribution arrangement.

 

Section 2.7.          New Market Data Sets. Tradeweb may from time to time (a) subject to the terms and conditions of the Tradeweb Operating Agreement, create or acquire new market data sets that are not included on Schedule B or Schedule C and that are designed for distribution as a market data product, or (b) be obligated pursuant to Section 3.6(d) of the Tradeweb Operating Agreement (or alternative decision making process substituted therefor in the Tradeweb Operating Agreement from time to time) to create and distribute a new market data set as a market data product (each, a “New Market Data Set”). In connection with the foregoing, Tradeweb shall promptly notify GRC in writing of its intention to distribute any such New Market Data Set, including a description of the applicable New Market Data Set. If GRC or any of its Affiliates makes such New Market Data Set available over, through or by means of a Desktop Platform or other Refinitiv Service prior to the date that is the later of six (6) months from (i) the date that Tradeweb gives notice to GRC of its intention to distribute such New Market Data Set, and (ii) the date that Tradeweb provides GRC with substantially all of the API and other specifications as reasonably necessary for GRC or its Affiliates to prepare to distribute such New Market Data Set (the “Implementation Period”) (provided that Tradeweb shall comply with Section 3.8 within the first two (2) months of the Implementation Period), then Schedule B shall be automatically amended to include such New Market Data Set (each, an “Exclusive Licensed NMDS”), and such Exclusive Licensed NMDS shall become Exclusive Licensed Market Data subject to all applicable terms and conditions of this Second A&R Agreement, including, but not limited to, Section 4.3(a). If GRC or any of its Affiliates fails to make such New Market Data Set available over, through or by means of a Desktop Platform or other Refinitiv Service prior to the end of the Implementation Period, then, unless otherwise agreed in writing by Tradeweb and GRC, Schedule C shall be automatically amended to include such New Market Data Set (each, a “Non-Exclusive Licensed NMDS”), and such Non-Exclusive Licensed NMDS shall become Non-Exclusive Licensed Market Data subject to all applicable terms and conditions of this Second A&R Agreement, including, but not limited to, Section 4.3(b). Tradeweb’s failure to comply with Section 3.8 within the first two (2) months of the Implementation Period shall not constitute a breach of this Second A&R Agreement, provided, that the Implementation Period shall be extended by the amount of time from the end of such two (2) month period until Tradeweb complies with Section 3.8.

 

Section 2.8.          License to Transaction Data. To the extent that a transaction, RFQ, or other User interaction with a Tradeweb Platform is conducted via a Refinitiv Service, and in the context of such User interaction a Refinitiv Party or Affiliate thereof provides data (including Resultant Data) to Tradeweb (“Transaction Data”), GRC hereby grants to Tradeweb a perpetual, non-exclusive, irrevocable (as to Transaction Data provided pursuant to this Second A&R Agreement) license to use and archive such Transaction Data in substantially the same manner and to substantially the same extent that Tradeweb uses and archives like information that would have been generated had such User interaction been conducted via the Tradeweb Viewer.

 

Section 2.9.          License for Historical Market Data. Without limiting the Market Data License, subject to all of the terms and conditions of this Second A&R Agreement, Tradeweb hereby grants to GRC an exclusive, perpetual and irrevocable, terminable on the terms and conditions set forth in ARTICLE VI of this Second A&R Agreement, sub-licensable (subject to the same terms and conditions as set forth in this Second A&R Agreement), worldwide license to use and redistribute the Historical Market Data for any and all purposes permitted in Section 2.1; provided, however, that such license shall be deemed granted only upon Tradeweb’s initial delivery of such Historical Market Data as set forth in Section 3.3 below (the “Historical Market Data License”). For the avoidance of doubt, the Historical Market Data License is in addition to, and shall not modify or limit in any manner, GRC’s license to Licensed Market Data granted pursuant to Section 2.1.

 

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ARTICLE III. OWNERSHIP AND DELIVERY OF LICENSED DATA

 

Section 3.1.          Ownership of Licensed Data. As between the Parties, Tradeweb shall own all right, title, and interest in and to all Licensed Data.

 

Section 3.2.          Ownership of Resultant Data. As between the Parties, GRC shall own all right, title, and interest in and to all Resultant Data.

 

Section 3.3.          Delivery of Licensed Data. It is acknowledged and agreed by the Parties that as of the Effective Date, the format and manner in which Tradeweb delivers the Licensed Market Data to the Refinitiv Parties are mutually acceptable. Prior to implementing any changes to such existing data delivery format or developing a new data delivery format for Licensed Data first provided after the Effective Date, the Parties will cooperate to develop a reasonable and mutually acceptable implementation plan for such format changes or new format in accordance with the change control procedures set forth in the service level agreement on the attached Schedule E (the “SLA”). Tradeweb shall make, or shall have made, available to GRC as of the Effective Date all Data Sets set forth on Schedule B and Schedule C, respectively, except for (a) Data Sets (or portions of existing Data Sets) that were not Licensed Market Data delivered under the Amended Agreement and are indicated on Schedule B as being sourced from “Tradeweb Institutional”, which Tradeweb shall make available to GRC as soon as reasonably practicable following the Effective Date, but not later than December 31, 2018, and (b) Data Sets indicated on Schedule B as being sourced from “Tradeweb Direct” and “Dealerweb”, which Tradeweb shall make available to GRC in accordance with a delivery schedule to be mutually agreed upon by the Parties, provided, that all such Data Sets shall be delivered not later than March 31, 2019 (unless otherwise mutually agreed in writing by the Parties). Within sixty (60) days following (i) each initial delivery date of Historical Market Data set forth on Exhibit L, and (ii) each quarter after such initial deliver date during the Term and any Transition Period, Tradeweb shall deliver to GRC all of the applicable Historical Market Data corresponding to such initial delivery date as set forth on Exhibit L.

 

Section 3.4.          Delivery Costs. Subject to Section 5.1(a) and Section 5.1(b), each Party shall bear its own equipment costs (including hardware, software and information technology costs) associated with transmission and delivery of Licensed Data. GRC shall be responsible for all telecommunications costs relating to the delivery of Licensed Data hereunder.

 

Section 3.5.          Service Levels. Tradeweb shall, during the Term and the Transition Period, transmit Licensed Data to GRC on the terms and conditions and in accordance with the level of care, professional skill and service, including frequency and speed of data delivery set forth in the SLA, and any changes thereto shall be made only in accordance with the change control procedures set forth in the SLA.

 

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Section 3.6.          Attribution. GRC shall ensure, and shall cause its Affiliates to ensure, that all Licensed Data displayed on a Desktop Product or provided or distributed through any other Refinitiv Service to any customer of GRC or its Affiliates clearly attributes the source of such Licensed Data to the appropriate Tradeweb business line, to the extent practicably consistent with the attribution practices of GRC and its Affiliates. The Parties agree to discuss in good faith the appropriate attribution for all Data Sets as soon as practicable following the Effective Date. For the avoidance of doubt, the Parties’ failure to have such discussions shall not relieve GRC of its attribution obligations under this section. In addition, Tradeweb and GRC hereby agree to cooperate in good faith to create, from time to time, new pages on Eikon for the display of benchmark data of Tradeweb. For the avoidance of doubt, where Licensed Data appears with data that is not Licensed Data, GRC shall ensure, and shall cause its Affiliates to ensure, to the extent practicable, that the data display indicates which data is Licensed Data (and that the applicable Tradeweb business line is the source of such data) and which data is not Licensed Data. In addition, to the extent practicable, if GRC authorizes distribution of Licensed Market Data to the media, including print, broadcasting and multimedia news outlets, GRC shall ensure that such distribution clearly attributes the applicable Tradeweb business line as the source of such data.

 

Section 3.7.          Changes in Licensed Data. Subject to the SLA, Tradeweb shall provide GRC with as much advance notice as practicable regarding any changes that it intends to implement with respect to the content, format, distribution or display of Licensed Data to Users, and in any case shall provide GRC with sufficient notice and information to permit GRC and its Affiliates to prepare their systems to receive the revised Licensed Data and to implement the intended changes at substantially the same time and in substantially the same manner as such changes are being implemented by Tradeweb; provided, that any failure by GRC and its Affiliates to implement such changes concurrently with Tradeweb shall not prevent or delay Tradeweb from implementing such changes.

 

Section 3.8.          Delivery of New Market Data Sets. As soon as reasonably practicable following the introduction of a New Market Data Set in accordance with Section 2.7, Tradeweb shall provide to GRC an API and any necessary specifications for such New Market Data Set, and shall make available to GRC a live feed for such New Market Data Set.

 

Section 3.9.          Customer Pricing. Subject to Section 4.7, GRC and its Affiliates may distribute Licensed Data to third Persons at prices determined by GRC or its Affiliates in their sole discretion. Subject to Section 4.8, Tradeweb and its Affiliates may provide TW Per-User Products to third Persons at prices determined by Tradeweb or its Affiliates in their sole discretion.

 

Section 3.10.         Third Party Rights. No rights in any Intellectual Property licensed to Tradeweb under a Third Party Agreement are granted hereunder by Tradeweb to GRC if the grant of such rights would violate the terms of the Third Party Agreement; provided, that at GRC’s reasonable request, Tradeweb shall use commercially reasonable efforts to obtain approval for a grant of such rights to GRC from the relevant third Person; and provided, further, that GRC shall be responsible for payment of any additional royalties or fees required to obtain the grant of such rights.

 

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ARTICLE IV. FEES AND PAYMENT; TAXES; DOCUMENTATION

 

Section 4.1.          License Fees for Market Data Sets.

 

(a) In consideration for the grant of the Market Data License, the Limited Trading Data License and the Historical Market Data License, and in accordance with Section 4.4(a), during each Year of the Initial Term, GRC shall pay to Tradeweb the corresponding annual license fee set forth in Schedule D (the “Annual License Fee”). Thereafter, during each Year of any Renewal Term, the Annual License Fee in effect for the prior Year will be subject to an annual price increase, effective as of November 1 of the relevant Year, equal to [***]. Except as set expressly set forth in Section 4.1(b), (c) and (d), and Section 4.3(a)(ii) and Section 4.3(b)(ii), the Annual License Fee will be the sole consideration in respect of the Licenses.

 

(b) In addition to the Annual License Fee, and in accordance with Section 4.4(b), during each Year of the Term and the Transition Period, GRC shall pay to Tradeweb an amount equal to [***] of the revenue GRC and its Affiliates directly generate from the distribution of Non-Exclusive Licensed Market Data (other than as indicated on Schedule C and other than in respect of MiFID II Pre-Trade APA Market Data and Non-Exclusive Licensed NMDS) to third Persons, over, through or by means of Desktop Products or other Refinitiv Services (the “Non-Exclusive Licensed Market Data Fee Share”). The Parties acknowledge and agree that all Non-Exclusive Licensed Market Data Distributor Fees are [***].

 

(c) In addition to the Annual License Fee, and in accordance with Section 4.4(b), during each Year of the Term and the Transition Period, GRC shall pay to Tradeweb an amount equal to [***] of the revenue GRC and its Affiliates directly generate from distribution of MiFID II Pre-Trade APA Market Data to third Persons, over, through or by means of Desktop Products or other Refinitiv Services (the “MiFID II Pre-Trade APA Fee Share”).

 

(d) In addition to the Annual License Fee, in consideration for the UST License as it relates to the provision of RCM 19901, and in accordance with Section 4.4(b), during each Year of the Term and the Transition Period, GRC shall pay to Tradeweb an amount equal to the greater of (i) [***] of the Qualifying Revenue for such Year, or (ii) [***] (as applicable, the “UST Subscription Fee Share”). For the avoidance of doubt, GRC shall not owe or pay to Tradeweb the “Annual Fixed Fee” or “Optional Service Fee” contemplated by the Addendum.

 

Section 4.2.          License Fee for Transition Period. If the Transition Period follows the Initial Term, the license fee for the Transition Period shall be equal to the Annual License Fee in effect for the prior Year plus: (a) if Tradeweb gives Notice of Non-Renewal, a price increase equal to the greater of (i) [***], and (ii) [***]; or (b) if either Refinitiv Party gives Notice of Non-Renewal, a price increase calculated based on [***]. If the Transition Period follows a Renewal Term, the license fee for the Transition Period shall equal the Annual License Fee in effect for the prior Year plus a price increase calculated based on [***]. The license fee for the Transition Period shall be payable in accordance with Section 4.4(a).

 

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Section 4.3.          License Fee for New Market Data Sets.

 

(a)          Exclusive Licensed NMDS

 

(i)          The Parties acknowledge and agree that the consideration for the Market Data License and Limited Trading Data License in respect of all Exclusive Licensed NMDSs distributed over, through or by means of a Desktop Product during each Year of the Term and the Transition Period shall be [***].

 

(ii)         In addition to the Annual License Fee, and in accordance with Section 4.4(b), during each Year of the Term and the Transition Period, GRC shall pay to Tradeweb an amount equal to: (A) with respect to the first year following the date such Exclusive Licensed NMDS is first made available over, through or by means of a Refinitiv Service (other than a Desktop Product) (“First Distribution Year”), [***] of the revenue GRC and its Affiliates directly generate from the distribution of Exclusive Licensed NMDS to third Persons over, through or by means of Refinitiv Services (other than Desktop Products); and (B) with respect to any year after the First Distribution Year, a percentage of the revenue GRC and its Affiliates directly generate from such distribution in accordance with the following table (the “Percentage of Revenue Payable”) (the revenue share set forth in clauses (A) and (B), as applicable, the “Exclusive NMDS Fee Share”):

 

Annual Revenue   Percentage of Revenue Payable
$1 - $1,000,000   [***]
$1,000,001 - $2,000,000   [***]
$2,000,001 - $3,000,000   [***]
> $3 million   [***]

 

For the avoidance of doubt, the Percentage of Revenue Payable with respect to an Exclusive Licensed NMDS shall apply only to the portion of revenue generated during the relevant year from the distribution of such Exclusive Licensed NMDS over, through or by means of a Refinitiv Service (other than a Desktop Product) that falls within the corresponding bucket in the foregoing table. Solely by way of example, if GRC and its Affiliates collectively generate $1,000,001 of revenue during any relevant year subsequent to the First Distribution Year, GRC shall pay Tradeweb an amount equal to [***], which is [***], for the relevant year.

 

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(b)          Non-Exclusive Licensed NMDS

 

(i)          The Parties acknowledge and agree that the consideration for the Market Data License and Limited Trading Data License in respect of all Non-Exclusive Licensed NMDSs distributed over, through or by means of a Desktop Product during each Year of the Term and the Transition Period shall be [***].

 

(ii)          In addition to the Annual License Fee, and in accordance with Section 4.4(b), during each Year of the Term and the Transition Period, GRC shall pay Tradeweb an amount equal to [***] of the revenue GRC and its Affiliates directly generate from the distribution of Non-Exclusive Licensed NMDS to third Persons over, through or by means of Refinitiv Services (other than Desktop Products) (the “Non-Exclusive NMDS Fee Share”).

 

Section 4.4.          Payment.

 

(a) GRC shall, or shall cause its Affiliates to, pay the Annual License Fee, including the Annual License Fee payable with respect to the Transition Period, as applicable, quarterly in advance on the 1st of November, February, May and August.

 

(b) GRC shall, or shall cause its Affiliates to, pay, as applicable, each of the Exclusive NMDS Fee Share, Non-Exclusive NMDS Fee Share, Non-Exclusive Licensed Market Data Fee Share, MiFID II Pre-Trade APA Fee Share, and UST Subscription Fee Share, quarterly in arrears in accordance with the procedures set forth in Section 4.4(b)(i) below. Notwithstanding anything to the contrary herein, GRC shall, or shall cause its Affiliates to, pay any amount necessary to satisfy the minimum amount of the UST Subscription Fee Share with respect to any Year as part of the final quarterly payment for such Year.

 

(i)          GRC shall, within thirty (30) calendar days following the end of each quarter during the Term and the Transition Period, provide Tradeweb with: (A) a calculation of each of the Exclusive NMDS Fee Share, Non-Exclusive NMDS Fee Share, Non-Exclusive Licensed Market Data Fee Share, MiFID II Pre-Trade APA Fee Share, and UST Subscription Fee Share, in each case, as applicable, to the relevant quarter; (B) subject to applicable Laws and contractual obligations of the Refinitiv Parties or any of their Affiliates with any third Person, documentation and information reasonably required to support GRC’s calculation for each of the foregoing Fees; and (C) subject to applicable Law and contractual obligations, a list of TP ICAP Customers receiving RCM 19901 and the amount of RCM 19901 Subscription Fees attributable to each such TP ICAP Customer for the relevant quarter (collectively, the “Fee Calculation”). GRC represents that no contractual restriction exists in the UST Distribution Agreement that would prohibit GRC from providing the information in clause (C) above.

 

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(ii)         Beginning on the calendar day Tradeweb receives the Fee Calculation, Tradeweb shall have twenty (20) calendar days to review such Fee Calculation and notify GRC of any disputed amount or calculation therein. During such twenty (20) calendar day period, GRC shall use commercially reasonable efforts to assist Tradeweb with any reasonable inquires relating to (A) the aggregate level of revenues, and (B) compliance with the restrictions set forth in Section 4.7, as applicable. Tradeweb acknowledges that GRC’s ability to provide information and assistance is, as it relates to the UST Subscription Fee Share, dependent on GRC’s ability to obtain such information and assistance from TP ICAP or its Affiliates, and neither GRC nor its Affiliates shall be responsible for any failure to provide such information or assistance to the extent such failure is attributable to TP ICAP; provided, however, that GRC or its applicable Affiliate shall use commercially reasonable efforts to enforce its right to this information.

 

(iii)        In the event Tradeweb timely disputes any amount or calculation set forth in the Fee Calculation, Tradeweb and GRC shall attempt in good faith for a period of at least thirty (30) days to resolve such dispute between themselves, following which Tradeweb may elect by providing written notice in accordance with Section 9.1 herein (a “Dispute Notice”) to GRC to exercise its rights under the dispute resolution process attached hereto as Schedule H (“Dispute Resolution Process”) to resolve the matter (which matter shall be deemed a “Dispute Resolution Matter”).

 

(iv)        To the extent Tradeweb fails to provide a Dispute Notice in accordance with clause (iii) above, Tradeweb shall, following the end of the relevant quarter, furnish GRC with an invoice which sets forth, as applicable, in respect of the relevant quarter, the Exclusive NMDS Fee Share, Non-Exclusive NMDS Fee Share, Non-Exclusive Licensed Market Data Fee Share, MiFID II Pre-Trade APA Fee Share, and UST Subscription Fee Share, in each case, as set forth in the Fee Calculation. GRC shall pay, or shall ensure that its designated Affiliate pays, the invoiced amount to Tradeweb no later than sixty (60) days after the delivery of such invoice. To the extent Tradeweb provides a Dispute Notice in accordance with clause (iii) above, GRC shall, or shall cause its Affiliates to, pay Tradeweb any Fees due and owing pursuant to the Dispute Resolution Process within thirty (30) days of the completion thereof.

 

(c) Tradeweb shall, following the end of each calendar month during the Term and the Transition Period, furnish TRM with an invoice which sets forth, in respect of such calendar month, the Eikon Upgrade Fees due and payable by TRM, or its designated Affiliate, with respect thereto. TRM shall pay, or shall ensure that its designated Affiliate pays, the undisputed portion of the invoiced amount to Tradeweb no later than sixty (60) days after the delivery of such invoice. If TRM shall dispute any amount invoiced hereunder, TRM and Tradeweb shall attempt in good faith for a period of at least thirty (30) days to resolve such dispute between themselves, following which TRM may provide a Dispute Notice to Tradeweb to exercise its rights under the Dispute Resolution Process to resolve the matter (such matter to be deemed a Dispute Resolution Matter).

 

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Section 4.5.          Taxes. The Refinitiv Parties shall be responsible for any fees or charges payable to any government, regulatory organization or other body in connection with the Licenses, and any sales, use, value added, property, duties or other taxes arising in relation thereto under this Second A&R Agreement, but excluding any taxes on the net income of Tradeweb. The Refinitiv Parties shall be permitted to withhold from Fees any present or future taxes, duties, assessments, fees or other governmental charges that are the responsibility of Tradeweb as required by Law. If any such withholding is required, Tradeweb shall be treated as if it had received all Fees without such withholding.

 

Section 4.6.          No Fees for Distribution of Resultant Data. GRC and its Affiliates shall not be required to pay any additional fees for distribution or use of Resultant Data.

 

Section 4.7.          Refinitiv Pricing. With respect to each of the Exclusive NMDS Fee Share, Non-Exclusive NMDS Fee Share, Non-Exclusive Licensed Market Data Fee Share, and MiFID II Pre-Trade APA Fee Share, respectively, GRC shall not, and shall cause its Affiliates not to, license: (a) Exclusive Licensed NMDS, (b) Non-Exclusive Licensed NMDS, (c) Non-Exclusive Licensed Market Data, or (d) MiFID II Pre-Trade APA Market Data, as applicable, to third Persons as a Loss Leader. Where GRC and its Affiliates are responsible for determining the price at which RCM 19901 is distributed to third Persons, GRC agrees that neither it nor its Affiliates shall license RCM 19901 as a TP ICAP Loss Leader. Where the TP ICAP Group is responsible for determining the price at which RCM 19901 is distributed to third parties, GRC warrants that either it or its Affiliates shall contractually require during the term of the UST Distribution Agreement, that the TP ICAP Group shall not license RCM 19901 as a TP ICAP Loss Leader, and GRC agrees to use commercially reasonable efforts to include substantially similar contractual requirements in any future arrangement (with the TP ICAP Group or another third Person) with respect to distribution of RCM 19901.

 

Section 4.8.          Tradeweb Pricing. With respect to the NTU Fee Share, Tradeweb shall not, and shall cause its Affiliates not to, license TW Per-User Products to Non-Trading Users as a Loss Leader.

 

ARTICLE V. CUSTOMER, JOINT MARKETING AND DEVELOPMENT EFFORTS

 

Section 5.1.          Market Data Access Arrangements.

 

(a)          Tradeweb shall, and shall cause its Subsidiaries to, provide Licensed Market Data via Tradeweb’s server (the “MD Server” and files from https://md-us.tradeweb.com/marks) to certain customers of TRM or its Affiliates during the Term and the Transition Period, as requested by TRM, or its designated Affiliate.

 

(b)          In consideration of Tradeweb’s undertakings under Section 5.1(a) above, TRM shall, or shall cause its Affiliates to, pay to Tradeweb the MD Server Fees and Marks Fees specified in Schedule F.

 

(c)          Tradeweb shall, and shall cause its Subsidiaries to: (i) use commercially reasonable efforts to assist TRM in migrating such customers from the existing Tradeweb infrastructure to TRM or TRM Affiliate infrastructure and, where applicable, from legacy Tradeweb contracts to TRM or TRM Affiliate contracts; and (ii) promptly upon request by TRM or its designated Affiliate, cease to provide Exclusive Licensed Data via such Tradeweb infrastructure to any such customer of TRM or its Affiliates as notified (including via email) to Tradeweb by TRM or its designated Affiliate; provided, that where applicable, prior to terminating access to the relevant Exclusive Licensed Data, Tradeweb and TRM shall work together in good faith to resolve any issues relating to such customer, including, but not limited to, providing such customer with a cure period consistent with such customer’s contract with TRM or its Affiliate.

 

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Section 5.2.          Joint Efforts.

 

(a) Non-Trading User.

 

(i)          A “Non-Trading User” is a User of a product on a Tradeweb Platform (A) where such product corresponds to data in the Exclusive Licensed Market Data, and (B) for which per-User access fees are applicable (each, a “TW Per-User Product”), who receives his or her User identifier and password for the Tradeweb Viewer or other Tradeweb Front-End Application on or after the Effective Date, and who in any continuous six (6) month period thereafter fails to trade or send a trade inquiry or otherwise make a documented effort to trade on any Tradeweb Platform, and at the conclusion of such six month period either (1) is not actively (which, for the avoidance of doubt, does not mean continuously) using the Tradeweb Viewer or other Tradeweb Front-End Applications to provide technical support, or (2) is not deemed by Tradeweb, in its sole, reasonable discretion after consulting with TRM, to be a strategic trade execution prospect. A User shall remain a Non-Trading User effective as of the end of such six (6) month period until such time as such User executes a trade, sends a trade inquiry or otherwise makes a documented effort to trade, at which time such User shall cease being a Non-Trading User until such date he or she meets the criteria set forth in the above definition. Tradeweb represents that it provided User identifiers and passwords for the Tradeweb Viewer and other Tradeweb Front-End Applications in the ordinary course of business for the period of October 1, 2018 to October 31, 2018.

 

(ii)         Tradeweb shall not owe or pay the Refinitiv Parties any fee or charges in respect of the first [***] of revenue it or its Affiliates directly generate in respect of Non-Trading Users’ access to TW Per-User Products (the “TW Revenue Threshold”). During each Year of the Term and the Transition Period, and in accordance with clauses (iii)-(v) below, Tradeweb shall pay to TRM an amount equal to [***] of the revenue Tradeweb and its Affiliates directly generate in respect of Non-Trading Users’ access to TW Per-User Products in excess of the one-time TW Revenue Threshold (the “NTU Fee Share”). Tradeweb shall pay the NTU Fee Share annually in arrears in accordance with the below. By way of example, if Tradeweb and its Affiliates directly generate [***] of revenue in respect of Non-Trading Users’ access to TW Per-User Products during the first Year of the Term, then the NTU Fee Share payable shall equal the product of [***], which equals [***], and any other NTU Fee Share due and owing in respect of any subsequent Year during the Term and the Transition Period shall equal [***] of the revenue (starting from dollar one ($1)) generated by Tradeweb and its Affiliates during such Year.

 

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(iii)        Tradeweb shall, within thirty (30) calendar days following the end of each Year during the Term and the Transition Period, provide the Refinitiv Parties with: (A) a calculation of the NTU Fee Share applicable to the relevant Year; and (B) subject to applicable Laws and Tradeweb’s contractual obligations with any third Person, documentation and information reasonably required to support Tradeweb’s calculation of the NTU Fee Share (the “NTU Fee Calculation”).

 

(iv)        Beginning on the calendar day the Refinitiv Parties receive the NTU Fee Calculation, the Refinitiv Parties shall have twenty (20) calendar days to review such NTU Fee Calculation and notify Tradeweb of any disputed amount or calculation therein. During such twenty (20) calendar day period, Tradeweb shall use commercially reasonable efforts to assist the Refinitiv Parties with any reasonable inquires relating to: (A) the aggregate level of revenue; and/or (B) compliance with the restrictions set forth in Section 4.8, as applicable.

 

(v)         In the event TRM timely disputes any amount or calculation set forth in the NTU Fee Calculation, Tradeweb and TRM shall attempt in good faith for a period of at least thirty (30) days to resolve such dispute between themselves, following which TRM may elect by providing a Dispute Notice to TRM to exercise its rights under the Dispute Resolution Process to resolve the matter (such matter to be deemed a Dispute Resolution Matter).

 

(vi)        If TRM fails to provide a Dispute Notice in accordance with clause (v) above, TRM shall, following the end of the relevant Year, furnish Tradeweb with an invoice which sets forth, in respect of the relevant Year, the NTU Fee Share as set forth in the NTU Fee Calculation. Tradeweb shall pay the invoiced amount to TRM no later than sixty (60) days after the delivery of such invoice. If TRM provides a Dispute Notice in accordance with clause (v) above, Tradeweb shall pay to TRM any NTU Fee Share due and owing pursuant to the Dispute Resolution Process within thirty (30) days of the completion thereof.

 

(vii)       Subject to applicable Laws and Tradeweb’s contractual obligations with any third Person, Tradeweb shall, during the Term and the Transition Period, provide the Refinitiv Parties a list of all then-existing Non-Trading Users, including, in each case, the name and address of the relevant Tradeweb customers under which the Non-Trading Users are authorized (the “Non-Trading User List”) within thirty (30) days of the end of each quarter following the initial six (6) month period beginning on the Effective Date.

 

(viii)      Notwithstanding anything set forth herein, and for the avoidance of doubt, the Parties expressly acknowledge and agree that neither Refinitiv Party nor their Affiliates shall be liable for, or owe to Tradeweb, any Eikon Upgrade Fee with respect to any Non-Trading User.

 

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(b)          Existing Target Customers.

 

(i)           Tradeweb shall, and shall cause its Subsidiaries to, use commercially reasonable efforts to, where applicable, assist TRM in migrating Existing Target Customers onto a Desktop Product or other Refinitiv Service from the Tradeweb Viewer and from legacy Tradeweb contracts to TRM or TRM Affiliate contracts until the earlier of: (A) January 1, 2020; or (B) the date on which TRM and its designated Affiliates have completed migration of all such Existing Target Customers in such manner.

 

(ii)         Until the earlier of: (A) January 1, 2020; or (B) the date on which TRM and its designated Affiliates have completed migration of all Existing Target Customers onto a Desktop Product or Refinitiv Service from the Tradeweb Viewer and from legacy Tradeweb contracts to TRM or TRM Affiliate contracts: (1) Tradeweb, or a Tradeweb Subsidiary, as applicable, shall continue to perform any obligations under such Existing Target Customer agreements; and (2) Tradeweb hereby grants to GRC a non-exclusive license sublicensable by GRC to TRM (or to those TRM Affiliates to which an Existing Target Customer agreement was assigned pursuant to the Original Agreement) for each Existing Target User, to use and access the Tradeweb Viewer (the “Tradeweb Viewer License”).

 

(iii)        During the Term, TRM shall, or shall cause its Affiliates to, pay to Tradeweb an amount equal to [***] in respect of each Existing Target User that subscribes to Eikon or other applicable Desktop Products following the Effective Date (an “Eikon Upgrade Fee”); provided, that with respect to Dealer Users, the Refinitiv Parties, or their Affiliate, shall pay the Eikon Upgrade Fee only if: (A) such Dealer User logged into a Tradeweb Viewer during the ninety (90) days preceding such upgrade; and (B) such subscription to Eikon was the result of a sale to a specific group or trading desk at the Dealer Subscriber, as opposed to an enterprise-wide or other sale by TRM or its Affiliates covering multiple trading desks at a Dealer Subscriber at least one trading desk of which does not trade on a Tradeweb Platform. For the avoidance of doubt, neither TRM nor its Affiliates shall pay Tradeweb an Eikon Upgrade Fee for Existing Target Users that upgrade or otherwise transfer from one Desktop Product to another Desktop Product.

 

(iv)        TRM shall remain obligated to pay any Cancelled Subscription Fees incurred during the term of the Amended Agreement or the Original Agreement, as if such Amended Agreement or Original Agreement remained in effect until all such fees have been paid in full, provided, however, that the Refinitiv Parties will not incur and will not be obligated to pay any Cancelled Subscription Fees in respect of any Trading Customer User or Dealer User that after the Effective Date terminates a Tradeweb Front-End Application subscription as a result of upgrading to Eikon or another Desktop Product.

 

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(c)          Eikon Products.

 

(i)          Tradeweb and TRM shall cooperate in good faith with respect to all Trading Customers and, at TRM’s request, Dealer Subscriber upgrades from the Tradeweb Viewer or other Tradeweb Front-End Application used by their respective Trading Customer Users and Dealer Users to a combination offering in which such Trading Customer Users and Dealer Users access Licensed Data via Eikon or other Desktop Product designated by TRM, and conduct all Trading Activity via a Tradeweb Viewer or other Tradeweb Front-End Application designated by Tradeweb (such combination offering, “Tradeweb Viewer + Eikon”). Tradeweb and TRM shall take all reasonable steps to facilitate such upgrade, including the following:

 

(A)         Tradeweb shall use commercially reasonable efforts to upgrade Tradeweb Front-End Applications to support side-by-side Eikon integration for all Trading Customer Users and Dealer Users. TRM shall use commercially reasonable efforts to provide all relevant assistance in connection with such integration.

 

(B)         Tradeweb shall use commercially reasonable efforts to provide reasonably necessary information and assistance to TRM to enable TRM, in Eikon and other applicable Desktop Products, to display Licensed Data, implement pre-trade functionality of at least the same quality as Tradeweb makes available to Trading Customer Users and Dealer Users via a Tradeweb Viewer, and transfer Trading Customer Users and Dealer Users to Tradeweb’s environment to conduct Trading Activity.

 

(C)         In addition to the foregoing, and for the purpose of enabling TRM and its Affiliates to integrate and support integration between Eikon and the Tradeweb Multi-Dealer to Customer Platform to its trading users for transactions in fixed-income securities or instruments, Tradeweb will make available to TRM or its Affiliates all available APIs that Tradeweb uses to facilitate access to the Tradeweb Multi-Dealer to Customer Platform; provided, however, that all trade execution via the API-integrated service shall occur exclusively on the Tradeweb Multi-Dealer to Customer Platform pursuant to the published trading protocols established by Tradeweb. Tradeweb will provide reasonable assistance to TRM and its Affiliates in connection with the foregoing API implementation; provided, that TRM acknowledges that Tradeweb may not have resources necessary to support integration of all available APIs at one time, and, as such, the Parties agree that they will work together in good faith to agree on a reasonable project plan with respect to integration of such APIs into Eikon. In connection with the foregoing integration, TRM will bear all costs associated with any development work in Eikon, and Tradeweb will bear all costs associated with its development and support of its APIs.

 

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(d)          Redistribution of Dealer-Attributed Data. In connection with Exclusive Licensed Market Data, to the extent such data is based on Dealer Subscriber quotes that Tradeweb is authorized to display on a dealer-attributed basis, Tradeweb agrees to use reasonable efforts to assist TRM and its Affiliates in its efforts to obtain consent from such Dealer Subscribers for TRM and its Affiliates to redistribute such attributed quotes to users at customers of TRM or its Affiliates that are entitled to receive the quotes by the applicable Dealer Subscribers; provided, however, that Tradeweb shall not be required to take any action that is prohibited by Tradeweb’s contractual obligations to any applicable Dealer Subscriber.

 

(e)          Joint Marketing. Tradeweb and TRM shall cooperate in good faith to establish and implement a joint marketing plan with respect to the availability of Licensed Data over Desktop Products and other Refinitiv Services, which shall include marketing to customers of Tradeweb and its Subsidiaries; provided, that notwithstanding anything to the contrary herein, in no event will Tradeweb be required to provide to the Refinitiv Parties or their Affiliates any list of former, current or prospective customers or any personally-identifiable or financial information regarding such Persons where such disclosure would violate applicable privacy Law.

 

(f)          Joint Training Sessions. Tradeweb and TRM agree to (i) semi-annually conduct joint training sessions on a mutually agreed upon date for TRM’s sales personnel and customers, and (ii) periodically jointly market, sponsor and/or publish thought leadership related to the transactions contemplated hereby and the services and products offered, sold or otherwise distributed by the Parties. For the avoidance of doubt, the above agreement regarding thought leadership shall not serve as a prohibition on any Party individually marketing, sponsoring or publishing thought leadership.

 

(g)          Publicity. Except as expressly provided for herein, no Party shall issue any press release or other public announcements or statements of any kind concerning this Second A&R Agreement or the relationship with the Parties under this Second A&R Agreement without the prior approval of the other Party; provided, that the Parties shall cooperate in good faith to issue a joint press release announcing the consummation of the relationship established by this Second A&R Agreement at a mutually agreeable time following the Effective Date. For the avoidance of doubt, nothing herein is intended to prohibit or shall prohibit the Refinitiv Parties or their Affiliates from promoting or marketing the availability of Licensed Data over Refinitiv Services.

 

Section 5.3.          Steering Committee. Tradeweb and TRM agree to create a joint committee (the “Steering Committee”), comprised of two (2) representatives designated by TRM and two (2) representatives designated by Tradeweb that will meet quarterly, on dates and times to be agreed upon by the Parties, to (a) discuss, among other things, progress towards developing New Market Data Sets and new premium pre- and post-trade research products and other innovative solutions targeting artificial intellectual and machine learning that use or are based on Materials contributed by the Refinitiv Parties or any of their Affiliates, on the one hand, and by Tradeweb or any of its Subsidiaries, on the other hand (each such product or solution, an “Innovative Solution”) that will be distributed over, through or by means of Desktop Products or other Refinitiv Services, (b) define and prioritize development of such Innovation Solutions, (c) work together in good faith to agree in writing as to the ownership of the Intellectual Property, distribution rights, and licenses to (both during and, if applicable, after the Term or the Transition Period of this Second A&R Agreement), division of revenue and fees generated from, or royalty payments relating to, and other material commercial and technical terms relating to, such Innovative Solutions, and (d) resolve any outstanding issues amongst the Parties. Such Steering Committee will provide the leadership of each Party an executive summary promptly following each meeting thereof. The Parties shall also, through the Steering Committee, collaborate in good faith on offering new products, package and/or services based on correlation, regression and scenario analyses as well as calculations for the rates (UST, MBS, ITS), money markets and credit asset classes or other analyses created by Refinitiv Parties or their Affiliates, in each case, as mutually agreed (“New Analytics”). The Parties shall work together in good faith to agree in writing on those terms contemplated above with respect to each such New Analytic.

 

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Section 5.4.          Next Generation Innovative Solutions. Notwithstanding the foregoing, the Parties agree the following terms shall constitute the default terms with respect to each Innovative Solution; provided, however, such terms may be modified with respect to any Innovative Solution by mutual written agreement: (a) GRC shall have an exclusive license to each Innovative Solution, (b) GRC shall not license any Innovative Solution as a Loss Leader, (c) GRC shall, or shall cause its Affiliates to, pay Tradeweb in accordance with Section 4.4(b) an amount equal to [***] of the revenue it or its Affiliates directly generate from the distribution over, through or by means of Desktop Products or other Refinitiv Services of each Innovative Solution to third Persons for which the value of Materials contributed therein by the Refinitiv Parties or any of their Affiliates, on one hand, and by Tradeweb or its Subsidiaries, on the other hand, are not materially disproportionate, (d) Exclusive Licensed Data and any Derivative Works thereof that are components of an Innovative Solution shall be deemed to be Materials contributed by the Refinitiv Parties or their Affiliates, and (e) as between the Parties, each Party will retain all rights to Intellectual Property in and to any Materials owned, licensed from a third party or developed by such Party prior to the development of such Innovative Solution. For the avoidance of doubt, nothing herein will prohibit either Party from developing new pre- and post-trade research products and other innovative solutions that do not make use of any other Party’s Materials; provided, that for purposes of the foregoing, Exclusive Licensed Data and any Derivative Works thereof shall be deemed to be Materials of the Refinitiv Parties or their Affiliates and Tradeweb’s rights to use Exclusive Licensed Data and any Derivative Works thereof shall be solely as set forth in Section 2.4. The Parties agree to negotiate in good faith an appropriate fee arrangement with respect to distribution over, through or by means of Desktop Products and other Refinitiv Services of any Innovative Solution to third Persons for which the value of Materials contributed therein by the Refinitiv Parties or their Affiliates on one hand, and by Tradeweb or its Subsidiaries, on the other hand, are materially disproportionate.

 

ARTICLE VI. TERM AND TERMINATION

Section 6.1.          Term. This Second A&R Agreement shall commence on the Effective Date and shall continue until the fifth (5th) anniversary of the Effective Date (the “Initial Term”), and shall automatically renew for successive three (3) Year periods (each, a “Renewal Term”, and, collectively with the Initial Term, the “Term”), unless either Party gives written notice to the other Party at least one (1) day prior to the end of the Initial Term or the then current Renewal Term, as applicable, of its intent not to renew this Second A&R Agreement after the expiration of the Initial Term or then current Renewal Term, as applicable (a “Notice of Non-Renewal”).

 

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Section 6.2.          Transition Period. If either Party provides a Notice of Non-Renewal, the terms and conditions of this Second A&R Agreement shall continue in full force and effect for an additional twelve (12) months following the date of expiration of the Term (the “Transition Period”) to allow for an orderly transition of the market data distribution arrangements contemplated hereunder. During the Transition Period, the exclusivity element of the Licenses shall not apply with respect to Tradeweb’s use or distribution of Exclusive Licensed Data to third party distribution channels or direct users for evaluation, testing and development purposes only. For the avoidance of doubt, Tradeweb may not license such third parties to use or redistribute Exclusive Licensed Data for any other purposes until the earlier of expiration of the Transition Period or termination of this Second A&R Agreement.

 

Section 6.3.          Termination by the Parties. Any Party may terminate this Second A&R Agreement by written notice, in the case of Tradeweb, to the Refinitiv Parties, and in the case of a Refinitiv Party, to Tradeweb, if the notified Party or any of its Affiliates materially breaches this Second A&R Agreement and, to the extent applicable, such Party or any of its Affiliates fails to cure the causes of such breach within thirty (30) days following such written notice.

 

Section 6.4.          Effect of Termination by the Parties. Upon termination of this Second A&R Agreement in accordance with its terms, Tradeweb shall have no further obligation to provide any Licensed Data, and the Parties shall have no obligation to make any payments hereunder; provided, that notwithstanding such termination, each Party shall remain liable to the other Party for fees (prorated, as applicable) owed and payable by such Party under this Second A&R Agreement prior to the effective date of the termination; provided, further, that for the avoidance of doubt, GRC shall retain the right in perpetuity to exercise all rights granted to it in Section 2.1, Section 2.2, and Section 2.3 with respect to Licensed Data delivered to GRC by Tradeweb during the Term or the Transition Period.

 

Section 6.5.          Survival. Upon termination of this Second A&R Agreement in accordance with its terms, the following Sections shall survive: Section 2.1, Section 2.2, Section 2.3, and Section 2.9 (in each case, with respect to Licensed Data delivered during the Term or the Transition Period), Section 3.1, Section 3.2, Section 3.6, Section 3.9, Section 6.4, Section 6.5, Section 7.2, Section 7.3, Section 7.4, Section 7.5, Section 8.1, Section 8.2 and ARTICLE IX.

 

ARTICLE VII. WARRANTIES; INDEMNIFICATION; LIMITATION OF LIABILITY

 

Section 7.1.          Representations and Warranties of the Parties.

 

(a)          Subject to Section 7.2, Tradeweb represents and warrants as follows:

 

(i)          Rights. The provision of the Licensed Data under this Second A&R Agreement does not: (A) to Tradeweb’s knowledge, infringe, conflict with, or otherwise violate, the Intellectual Property rights of any third Person; or (B) conflict with any agreement to which Tradeweb is a party; or (C) violate any applicable Law.

 

(ii)         No Claims by Third Persons. Tradeweb is not a defendant to any action, suit, investigation, or proceeding relating to, and has not otherwise been notified of, any claim that the Licensed Data infringes the Intellectual Property rights of any third Person, and Tradeweb is not aware of any basis for such a claim.

 

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(iii)        Market Data. As of the Effective Date, the Licensed Market Data set forth on Schedule B and Schedule C collectively constitutes all of the market data currently: (A) being distributed or redistributed by Tradeweb or its Subsidiaries; or (B) approved for distribution or redistribution by Tradeweb or its Subsidiaries.

 

(b)          Subject to Section 7.2, TRM represents and warrants that the Refinitiv Services do not: (i) to TRM’s knowledge, infringe, conflict with, or otherwise violate, the Intellectual Property rights of any third Person; (ii) conflict with any agreement to which TRM or GRC is a party; or (iii) violate any applicable Law.

 

(c)          Each Party shall comply with Law, as any such Law shall apply to: (i) the provision of Licensed Data and other information hereunder by Tradeweb; and (ii) the receipt, distribution and use of Licensed Data and other information hereunder by the Refinitiv Parties.

 

Section 7.2.          DISCLAIMER OF WARRANTIES.

 

(a) THE LICENSED DATA IS PROVIDED ON AN “AS IS” BASIS, WITHOUT LIMITATION. EXCEPT AS SET FORTH IN THIS SECOND A&R AGREEMENT, NO PARTY MAKES ANY OTHER REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NO PARTY SHALL HAVE ANY LIABILITY OR RESPONSIBILITY FOR THE ACCURACY, COMPLETENESS, TIMELINESS OR TITLE OF THE LICENSED DATA, OR ANY WARRANTIES THAT MAY ARISE FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE. WITHOUT LIMITING THE FOREGOING, EACH OF TRM AND GRC ACKNOWLEDGES THAT TRADEWEB MAY DEPEND ON OR INCLUDE THIRD PARTY DATA AS PART OF THE LICENSED DATA, AND SUBJECT TO SECTION 7.1(A)(I)(B), TRADEWEB SHALL NOT BE LIABLE OR RESPONSIBLE IN ANY RESPECT FOR ANY SUCH THIRD PARTY DATA, INCLUDING WITH RESPECT TO ANY DELAYS OR INACCURACIES THAT MAY OCCUR IN THE PROVISION OF THE LICENSED DATA TO TRM OR GRC, OR THAT ANY SUCH THIRD PARTY DATA: (I) INFRINGES, CONFLICTS WITH, OR OTHERWISE VIOLATES, THE INTELLECTUAL PROPERTY RIGHTS OR OTHER RIGHTS OF ANY PERSON; OR (II) VIOLATES ANY APPLICABLE LAW.

 

(b) NOTWITHSTANDING THE FOREGOING, THE DISCLAIMERS AND LIMITATIONS SET FORTH IN Section 7.2(a) RELATING SOLELY TO THE PROVISION OF THIRD PARTY DATA SHALL NOT APPLY WITH RESPECT TO the US TREASURIES ACTIVES DATA provided to grc UNDER THE additional ust LICENSE. for the avoidance of doubt, to the extent any third party data obtained from grc or its affiliates is included in the us treasuries actives data, nothing in this Section 7.2(b) shall modify any representations, warranties, or other obligations of GRC or such Affiliates with respect thereto.

 

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Section 7.3.          LIMITATION OF LIABILITY. EXCEPT TO THE EXTENT caused by WILLFUL MISCONDUCT OR GROSS NEGLIGENCE of A PARTY or disclosure BY A PARTY OF CONFIDENTIAL INFORMATION IN VIOLATION OF ARTICLE VIII, OR, EXCEPT IF SUCH DAMAGES WHICH A PARTY HAS BEEN REQUIRED TO PAY TO A THIRD PERSON CONSTITUTE INDEMNIFIABLE LOSSES UNDER Section 7.4: (A) in no event shall ANY party, ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS OR AFFILIATES be liable to ANY other party for any special, PUNITIVE, incidental, indirect, or consequential damages whatsoever or for lost profits, lost savings, or business interruption, arising from this Second A&R Agreement, whether in contract, tort (including negligence) or otherwise; (B) IN NO EVENT SHALL THE TOTAL LIABILITY OF Tradeweb or the Refinitiv Parties FOR ANY CLAIM OR CAUSE OF ACTION ARISING HEREUNDER EXCEED the aggregate amount of payments actually made by the REFINITIV parties to tradeweb hereunder during the twelve (12) months prior to the occurrence of the event or events giving rise to such claim or cause of action; AND (C) ANY LIABILITY OF THE REFINITIV PARTIES TO TRADEWEB RELATING IN ANY MANNER TO THE RIGHTS AND OBLIGATIONS SET FORTH UNDER ARTICLE V (EXCEPT IN RELATION TO THE TRADEWEB VIEWER LICENSE) SHALL LIE SOLELY WITH TRM AND NOT with GRC.

 

Section 7.4.          Indemnification.

 

(a) Subject to the procedures set forth in Section 7.5, Tradeweb shall indemnify and hold harmless the Refinitiv Parties and their Affiliates from and against any and all loss, damage or expense, including reasonable attorneys’ fees (“Losses”), that the Refinitiv Parties or their Affiliates may owe to a third Person pursuant to a court judgment, injunction, order or decree, or a settlement agreement as a result of: (i) any infringement or alleged infringement by Licensed Data of any third Person’s Intellectual Property, unless such infringement or alleged infringement is caused by (A) any modifications to such Licensed Data by the Refinitiv Parties or a Refinitiv Subscriber, (B) any combination of such Licensed Data with other data by the Refinitiv Parties or a Refinitiv Subscriber, or (C) the use of such Licensed Data other than in accordance with the terms and conditions of this Second A&R Agreement by the Refinitiv Parties; (ii) Tradeweb’s material breach of this Second A&R Agreement to the extent such breach is caused by willful misconduct or gross negligence of Tradeweb; (iii) disclosure or use by Tradeweb of Confidential Information in violation of ARTICLE VIII; and (iv) Tradeweb’s failure to comply with Law.

 

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(b) In addition to Section 7.4(a), subject to Section 7.4(c) below and the procedures set forth in Section 7.5, Tradeweb shall, on behalf of GRC and its Affiliates, indemnify and hold harmless TP ICAP and its Affiliates, directors, employees, officers, managers and agents from and against any and all claims, loss, damage or expense, including reasonable attorneys’ fees and disbursements, costs of investigation, interest, fines, penalties, judgments and amounts paid in settlement (“TP ICAP Losses”) that TP ICAP may owe to a third party arising out of any infringement or alleged infringement by the US Treasuries Actives Data of any third party’s intellectual property, unless such infringement or alleged infringement is caused by (i) any modifications to such US Treasuries Actives Data by TP ICAP or a TP ICAP Customer, (ii) any combination of such US Treasuries Actives Data with other data by TP ICAP or a TP ICAP Customer, or (iii) the use of such US Treasuries Actives Data other than in accordance with the UST Distribution Agreement. In relation to the foregoing, and for purpose of Section 7.5 below, the “Indemnified Party” shall be deemed to be TP ICAP and the “Indemnifying Party” shall be deemed to be Tradeweb and “Losses” shall be deemed to be “TP ICAP Losses”.

 

(c) With respect to Section 7.4(b), GRC warrants that the UST Distribution Agreement shall, during the term thereof, contain indemnification obligations on the part of GRC, or its Affiliate, identical to those set forth in Section 7.4(b) above, and procedures identical to those set forth in Section 7.5. Tradeweb shall, at GRC’s or its applicable Affiliate’s direction, directly indemnify TP ICAP in accordance with Section 7.4(b) and Section 7.5. The Parties acknowledge that Section 7.4(b) and Section 7.5 are not intended to mean that Tradeweb must, and Tradeweb is not obligated to, indemnify TP ICAP pursuant to this Section 7.4(c) for any amount or to any other extent exceeding the amount or extent that GRC or its Affiliates are required to indemnify TP ICAP pursuant to the UST Distribution Agreement; provided, however, that Tradeweb shall indemnify and hold harmless GRC and its Affiliates in accordance with the procedures set forth in Section 7.5 from and against any and all claims, loss, damage or expense, including reasonable attorneys’ fees and disbursements, costs of investigation, interest, fines, penalties, judgments and amounts paid in settlement incurred by GRC or its Affiliates arising out of or related to Tradeweb’s failure to comply with the indemnification obligations set forth in Section 7.4(b) and Section 7.5.

 

(d) Subject to the procedures set forth in Section 7.5, the Refinitiv Parties shall indemnify and hold harmless Tradeweb and its Affiliates from and against any and all Losses that Tradeweb or its Affiliates may owe to a third Person pursuant to a court judgment, injunction, order or decree, or a settlement agreement as a result of: (i) any infringement or alleged infringement of any third Person’s Intellectual Property caused by (A) any modifications to Licensed Data by the Refinitiv Parties or a Refinitiv Subscriber, (B) any combination of Licensed Data with other data by the Refinitiv Parties or a Refinitiv Subscriber, or (C) the use of such Licensed Data other than in accordance with the terms and conditions of this Second A&R Agreement by the Refinitiv Parties; (ii) a Refinitiv Party’s material breach of this Second A&R Agreement to the extent such breach is caused by willful misconduct or gross negligence of such Refinitiv Party; (iii) disclosure or use by the Refinitiv Parties of Confidential Information in violation of ARTICLE VIII; (iv) either Refinitiv Party’s failure to comply with Law; and (v) any claim against Tradeweb by a Refinitiv Subscriber resulting from such Refinitiv Subscriber’s access via a Refinitiv Service to Licensed Data, except to the extent arising from any claim as to which Tradeweb has an indemnification obligation under Section 7.4 or to the extent caused by the gross negligence or willful misconduct of Tradeweb; provided, that to the extent any such claim is caused by the negligence of Tradeweb, the Refinitiv Parties shall be entitled to contribution from Tradeweb for the portion of any Losses suffered by the Refinitiv Parties attributable to such negligence of Tradeweb.

 

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Section 7.5.          Indemnification Procedure.

 

(a) In the event that Tradeweb or the Refinitiv Parties, or their respective Affiliates shall incur or suffer any Losses (or shall reasonably anticipate that they shall suffer any Losses) in respect of which indemnification may be sought by such Party (such Party, an “Indemnified Party”) pursuant to the provisions of Section 7.4 from another Party (such Party, an “Indemnifying Party”) (each, a “Claim”), the Indemnified Party shall submit to the Indemnifying Party a written indemnification notice stating the nature and basis of the Claim in reasonable detail (the “Indemnification Notice”). The Indemnification Notice shall be given within thirty (30) days of the actual knowledge of the Indemnified Party of the filing or other written assertion of any such Claim against the Indemnified Party, provided, however, the failure of the Indemnified Party to give the Indemnification Notice within such time period shall not relieve the Indemnifying Party of any liability that the Indemnifying Party may have to the Indemnified Party pursuant to Section 7.4, except to the extent that the Indemnifying Party can demonstrate that it is actually materially prejudiced thereby.

 

(b) The Indemnified Party shall provide to the Indemnifying Party, on request, reasonably detailed descriptions of all information and documentation in the Indemnified Party’s possession that, in its reasonable judgment, is not privileged, and is reasonably necessary to support and verify any Losses that the Indemnified Party believes give rise to a claim for indemnification hereunder.

 

(c) The Indemnifying Party shall have the right to: (i) conduct any proceedings or negotiations in connection with the Claim; (ii) take all other steps to settle or defend the Claim; and (iii) employ counsel of the Indemnifying Party’s choosing to contest the Claim in the name of the Indemnified Party or otherwise; provided, that upon taking any of the actions described in the foregoing, the Indemnifying Party shall be deemed to have accepted any and all indemnification obligations hereunder; provided, further, that no settlement will obligate or impose liability on any Indemnified Party in any way without the prior written approval of the Indemnified Party, including without limitation, any determination or admission regarding the Indemnified Party’s interest; and provided, further, that in the event that the Indemnified Party, in its reasonable judgment, determines that the Indemnifying Party, after exercising its rights pursuant to this Section 7.5(c), has failed to conduct any proceedings or negotiations or manage the Claim with the same level of diligence as if such proceeding, negotiation or Claim were solely for the Indemnifying Party’s own account, the Indemnified Party may relieve the Indemnifying Party of its responsibility, or participate with the Indemnifying Party, with respect thereto, in each case at the reasonable expense of the Indemnifying Party. The Indemnified Party shall be entitled to participate at its own expense and by its own counsel in any proceedings relating to the Claim, and the Indemnified Party shall be entitled to participate with counsel of its own choice at the reasonable expense of the Indemnifying Party if, in the reasonable judgment of the Indemnified Party, representation of both Parties by the same counsel presents a conflict of interest or is otherwise inappropriate under applicable standards of professional conduct. Subject to the provisions of this Section 7.5(c), the Indemnifying Party shall, within thirty (30) days of receipt of the Indemnification Notice, notify the Indemnified Party of its intention to assume the defense of the Claim, which notification shall include the name of the counsel that the Indemnifying Party proposes to select as its counsel. Until the Indemnified Party has received notice of the Indemnifying Party’s election whether to defend the Claim, the Indemnified Party shall take reasonable steps to defend (but may not settle) such Claim. If the Indemnifying Party declines to assume the defense of the Claim in accordance with this Section 7.5(c), or shall fail to notify the Indemnified Party within thirty (30) days after receipt of the Indemnification Notice of the Indemnifying Party’s election to defend such Claim in accordance with this Section 7.5(c), the Indemnified Party may defend or settle such Claim. The expenses of all proceedings, contests or lawsuits in respect of the Claim (other than those incurred by the Indemnified Party that are referred to in the second sentence of this Section 7.5(c)) shall be borne by the Indemnifying Party; provided, that the Indemnified Party shall be required to reimburse the Indemnifying Party for any such reasonable expenses if and to the extent that the Indemnifying Party is ultimately determined not to be liable to indemnify the Indemnified Party under Section 7.4 with respect to any such proceeding, contest or lawsuit. Regardless of which Party shall assume the defense of the Claim, the Parties agree to cooperate fully with one another in connection therewith.

 

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(d) Upon making any payment to a third Person for any indemnification claim pursuant to Section 7.4, the Indemnifying Party shall be subrogated, to the extent of such payment, to any rights which the Indemnified Party may have against any third Persons with respect to the subject matter underlying such indemnification claim and the Indemnified Party shall assign any such rights to the Indemnifying Party.

 

ARTICLE VIII. CONFIDENTIALITY

 

Section 8.1.          Confidentiality Obligations. The Parties acknowledge and agree that proprietary or nonpublic information disclosed or licensed under this Second A&R Agreement by one Party (the “Disclosing Party”) to another Party (the “Receiving Party”) directly or indirectly, which information is: (a) in the case of a Disclosing Party, if disclosed electronically or in writing, marked as “proprietary” or “confidential”; (b) in the case of a Disclosing Party, if disclosed orally, is designated as confidential or proprietary by the speaker at the time of disclosure; (c) in the case of a Disclosing Party, would by its nature be considered confidential information, constitutes the confidential and proprietary information; (d) in the case of Tradeweb, any Non-Trading User List, (e) any information provided by GRC or its Affiliates in connection with the Fee Calculation or by Tradeweb in connection with the NTU Fee Calculation, as applicable, or (f) information disclosed orally or in writing to Tradeweb by GRC or its Affiliates related to the TP ICAP Group’s use and distribution of US Treasuries Actives Data (“Confidential Information”). The Receiving Party shall retain in confidence and not disclose to any third Person Confidential Information of the Disclosing Party without the Disclosing Party’s prior express written consent or as otherwise permitted under this Second A&R Agreement, and the Receiving Party shall not use such Confidential Information for any reason other than to exercise its rights and perform its obligations under this Second A&R Agreement (or rights or obligations still existing from the Amended Agreement and Original Agreement, as applicable). Without limiting the foregoing, with respect to the Confidential Information described in Section 8.1(d), TRM shall not disclose such Confidential Information to any employee or consultant of TRM or its Affiliates without the prior express written consent of Tradeweb, unless such employee or consultant is a member of a group set forth on Schedule I (such employee or consultant, “Refinitiv Authorized Personnel”, such Schedule, the “Refinitiv Limited Group”), each of whom shall have a reasonable “need to know” such Confidential Information in connection with their employment or engagement); provided, that access to such Confidential Information by any Authorized Refinitiv Personnel shall be immediately terminated upon termination of his or her employment or engagement with the applicable Refinitiv Limited Group. Without limiting the foregoing, each Party shall use at least the same procedures and degree of care to protect the Confidential Information as it uses to protect its own Confidential Information of like importance, and in no event less than reasonable care. With respect to the type of Confidential Information set forth in subsection (f) herein, if Tradeweb becomes aware of an actual breach of confidentiality, unauthorized use or loss of such Confidential Information, it shall notify GRC, and GRC shall be permitted to notify TP ICAP in accordance with the UST Distribution Agreement. In the event that the Receiving Party is requested or required (by oral questions, interrogatories, requests for information or documents, subpoena, civil investigative demand or similar process) to disclose any Confidential Information (each, a “Government Request”), it is agreed that the Receiving Party shall, to the extent permitted by applicable law, provide the Disclosing Party with prompt notice of the Government Request so that the Disclosing Party may seek an appropriate protective order or other appropriate remedy or waive the Receiving Party’s compliance with the provisions of this ARTICLE VIII, and the Receiving Party shall cooperate with the Disclosing Party to obtain such protective order or other remedy sought by the Disclosing Party with respect to such Government Request. In the event that such protective order or other remedy is not obtained (either in whole or in part) or that the Disclosing Party grants a waiver hereunder, the Receiving Party shall use its commercially reasonable efforts to obtain reliable assurance that confidential treatment shall be accorded to any Confidential Information to be disclosed, and, to the extent permitted by applicable Law, shall only disclose the minimum amount of Confidential Information required to be responsive to such Government Request.

 

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Section 8.2.          Exceptions. Notwithstanding the foregoing, except with respect to any personally-identifiable or financial information regarding former, current or prospective clients or customers of Tradeweb, the Refinitiv Parties, or TP ICAP or their respective Affiliates that is subject to privacy Law, Confidential Information shall not include information to the extent demonstrated by the Receiving Party that such information:

 

(a) was generally available to the public at the time of its disclosure to the Receiving Party;

 

(b) became generally available to the public after its disclosure to the Receiving Party, other than through any act or omission of the Receiving Party in breach of this Second A&R Agreement; or

 

(c) was subsequently disclosed to the Receiving Party by a Person other than a Party (that is not information originating from a Party) who is lawfully in possession of the Confidential Information and who is not bound by confidentiality obligations to the Disclosing Party, or developed by the Receiving Party without access or reference to, or use of, any Confidential Information.

 

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ARTICLE IX. MISCELLANEOUS

 

Section 9.1.          Notices. All notices and other communications given or made pursuant hereto shall be in writing and shall be deemed to have been duly given or made: (a) as of the date delivered, if delivered personally; (b) on the date the delivering Party receives confirmation, if delivered by facsimile; (c) three (3) Business Days after being mailed by registered or certified mail (postage prepaid, return receipt requested); or (d) one (1) Business Day after being sent by overnight courier (providing proof of delivery), to the Parties at the following addresses (or at such other address for a Party as shall be specified in a notice given in accordance with this Section 9.1):

 

(i)          If to GRC:

 

Thomson Reuters (GRC) Inc.

3 Times Square

New York, NY 10036

Attention: General Counsel

 

(ii)         If to TRM:

 

Thomson Reuters (Markets) LLC

3 Times Square

New York, NY 10036

Attention: General Counsel

 

(iii)        If to Tradeweb:

 

Tradeweb Markets LLC

 

1177 Avenue of the Americas

31st Floor

New York, NY 10036
Attention: Scott Zucker, Chief Administrative Officer

Fax: 646-430-6255

 

With a copy (which shall not constitute notice) to:

 

Latham & Watkins LLP

885 Third Avenue

New York, NY 10022-4834

Attention: Louis Trotta, Esq.

Phone: 212-906-1662

Fax: 212-751-4864

 

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Section 9.2.          Headings. The headings contained herein are for reference purposes only and shall not affect in any way the meaning or interpretation of this Second A&R Agreement.

 

Section 9.3.          Severability. If any term or other provision of this Second A&R Agreement is invalid, illegal or incapable of being enforced by any rule of Law or public policy, all other conditions and provisions of this Second A&R Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any Party. Upon a determination that any term or other provision is invalid, illegal or incapable of being enforced, the Parties shall negotiate in good faith to modify this Second A&R Agreement so as to effect the original intent of the Parties as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the greatest extent possible.

 

Section 9.4.          Force Majeure. No Party shall be liable to the other for any failure to perform any of its obligation under this Second A&R Agreement, including any failure or delay by Tradeweb to provide Licensed Data to GRC, resulting from any event or condition beyond the reasonable control of such Party, including acts of God, fire, labor or trade disturbance, war, civil commotion, compliance in good faith with any Law, any failure or delay of the internet, satellite, cable, supply of third party data, broadcast or telecommunications equipment or service, and unavailability of materials, or other event or condition outside the control of such Party whether similar or dissimilar to the foregoing (a “Force Majeure Event”). Any Party that is unable to perform an obligation under this Second A&R Agreement due to a Force Majeure Event shall give prompt notice to the other Parties of the occurrence, nature and anticipated duration of such Force Majeure Event, including a Force Majeure Event that gives rise to any suspension of the provision of Licensed Data, and the Parties shall cooperate with each other to find alternative means and methods to perform such obligation, including to enable delivery to GRC of any suspended Licensed Data.

 

Section 9.5.          Entire Agreement. This Second A&R Agreement (together with any Schedules, and any provisions in effect from the Amended Agreement and Original Agreement) constitutes the entire agreement of the Parties and supersedes all prior agreements and undertakings, both written and oral, among the Parties with respect to the subject matter hereof.

 

Section 9.6.          Assignment. This Second A&R Agreement shall not be assigned by (a) Tradeweb (except by operation of Law) without the prior written consent of the Refinitiv Parties, which may be withheld in either Refinitiv Party’s sole discretion, or (b) either Refinitiv Party (except by operation of Law) without the prior written consent of Tradeweb, which may be withheld in Tradeweb’s sole discretion; provided, however, that the Refinitiv Parties shall be entitled to assign this Second A&R Agreement: (i) to any Affiliate of GRC or TRM; or (ii) to an entity that acquires all or substantially all of the business or assets of GRC or TRM. Any attempted assignment in violation of this Section 9.6 shall be null and void.

 

Section 9.7.          Parties in Interest. This Second A&R Agreement shall be binding upon, inure solely to the benefit of, and be enforceable by each Party and their respective successors and permitted assigns hereto, and nothing in this Second A&R Agreement, express or implied, is intended to or shall confer upon any other Person other than the Parties any right, benefit, or remedy of any nature whatsoever under or by reason of this Second A&R Agreement.

 

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Section 9.8.          Applicable Law. This Second A&R Agreement and the rights and obligations of the Parties hereto shall be interpreted and enforced in accordance with and governed by the laws of the State of New York applicable to agreements made and to be performed wholly within that jurisdiction.

 

Section 9.9.          Consent to Jurisdiction. This provision does not apply to any Dispute Resolution Matter. Each Party hereby irrevocably consents and agrees, for the benefit of each Party, to submit to the jurisdiction of any New York state court sitting in the borough of Manhattan in the City of New York or any federal court sitting in the borough of Manhattan in the City of New York in respect of any suit, action or proceeding arising out of or relating to this Second A&R Agreement, and irrevocably accepts for its and in respect of its property, generally and unconditionally, jurisdiction of the aforesaid courts. Each Party irrevocably waives, to the fullest extent it may effectively do so under applicable Law, trial by jury and any objection that it may now or hereafter have to the laying of venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. Each Party irrevocably consents, to the fullest extent it may effectively do so under applicable Law, to the service of process of any of the aforementioned courts in any such action or proceeding by the mailing of copies thereof by registered or certified mail, postage prepaid, to such Party at its address set forth in Section 9.1 or such other address as it may specify from time to time by notice pursuant to Section 9.1, such service to become effective thirty (30) days after such mailing. Nothing herein shall affect the right of any Party to serve process in any other manner permitted by Law or to commence legal proceedings or otherwise proceed against any other Party in any other jurisdiction.

 

Section 9.10.         Counterparts. This Second A&R Agreement may be executed and delivered in one or more counterparts, and by the Parties in separate counterparts, each of which when executed and delivered shall be deemed to be an original but all of which taken together shall constitute one and the same agreement.

 

Section 9.11.         Further Assurances. The Parties shall cooperate reasonably with each other and with their respective representatives in connection with any steps required to be taken as part of their respective obligations under this Second A&R Agreement, and shall: (a) furnish upon request to each other such further information; (b) execute and deliver to each other such other documents; and (c) do such other acts and things, all as any other Party may reasonably request for the purpose of carrying out the transactions contemplated hereby.

 

Section 9.12.         Amendments. The terms and provisions of this Second A&R Agreement may not be modified or amended at any time without the written agreement of the Parties.

 

Section 9.13.         Waiver. The failure of any Party to assert any of its rights under this Second A&R Agreement or otherwise shall not constitute a waiver of such rights.

 

Section 9.14.         Specific Performance. The Parties hereto agree that irreparable damage would occur in the event that any material provision of this Second A&R Agreement was not materially performed in accordance with the terms hereof and that the Parties shall be entitled to seek specific performance of such terms hereof, in addition to any other remedy at Law or equity.

 

(remainder of page intentionally left blank)

 

 38 

 

 

IN WITNESS WHEREOF, the Parties have executed this Second A&R Agreement as of the date first above written.

 

  THOMSON REUTERS (GRC) INC.

 

  By: /s/ Sarah Andrews
  Name: Sarah Andrews
  Title: Global Head of Partner Marketplace Proposition

 

  THOMSON REUTERS (MARKETS) LLC

 

  By: /s/ Sarah Andrews
  Name: Sarah Andrews
  Title: Global Head of Partner Marketplace Proposition

 

  TRADEWEB MARKETS LLC

 

  By: /s/ Lee Olesky
  Name: Lee Olesky
  Title: CEO

 

 

 

 

 

SCHEDULE A

 

Restricted List

 

 

FIRM NAME

RESTRICTED  

 

FIRM NAME

RESTRICTED
  TWI TWD DW     TWI TWD DW
[***] ü ü     [***] ü ü ü
[***] ü ü     [***] ü ü ü
[***]     ü   [***] ü ü ü
[***]     ü   [***] ü ü ü
[***]     ü   [***] ü ü ü
[***]     ü   [***] ü ü ü
[***] ü   ü   [***] ü ü ü
[***] ü   ü   [***] ü ü ü
[***] ü   ü   [***] ü ü ü
[***]     ü   [***] ü ü ü
[***] ü   ü   [***] ü ü ü
[***]     ü   [***] ü ü ü
[***] ü ü     [***] ü ü ü
[***] ü   ü   [***] ü ü ü
[***] ü ü     [***] ü ü ü
[***]     ü   [***] ü ü ü
[***] ü   ü   [***] ü ü ü
[***] ü   ü   [***] ü ü ü
[***]     ü   [***] ü ü ü
[***] ü   ü   [***] ü ü ü
[***] ü   ü   [***] ü ü ü
[***]     ü   [***] ü ü ü
[***]     ü   [***] ü ü ü
[***]     ü   [***] ü ü ü
[***] ü   ü   [***] ü ü ü
[***]     ü   [***] ü ü ü
[***] ü   ü   [***] ü ü ü
[***]     ü   [***] ü ü ü
[***]     ü   [***] ü ü ü
[***]     ü   [***] ü ü ü
[***] ü ü     [***] ü ü ü
[***] ü   ü   [***] ü ü ü
[***]     ü   [***] ü ü ü
[***] ü   ü   [***] ü ü ü
[***]     ü   [***] ü ü ü
          [***] ü ü ü
          [***] ü ü ü
          [***] ü ü ü
          [***] ü ü ü
          [***] ü ü ü
          [***] ü ü ü
          [***] ü ü ü

 

 

 

 

 

SCHEDULE B

Exclusive Licensed Market Data

 

1 2 3 4 5 6  
Tradeweb Institutional        
  Global Governments        
  North America Governments      
    United States (US)      
      USD      
        Bills    
          REGBILL, On The Run Treasury Bills Composite Quote
          REGBILL, Off the Run Treasury Bills Composite Quote
          CMBBILL, Cash Management Bills Composite Quote
          TRSYROLLSWAP, Treasury Bill Rolls (REG/WI) Composite Quote
        Notes    
          REGNOTE, On The Run Treasury Notes Composite Quote
          REGNOTE, Off The Run Treasury Notes Composite Quote
        Bonds    
          REGNOTE, On The Run Treasury Bonds Composite Quote
          REGNOTE, Off The Run Treasury Bonds Composite Quote
        TIPS    
          REGTIPS, On The Run Treasury Inflation Protected Securities Composite Quote
          REGTIPS, Off the Run Treasury Inflation Protected Securities Composite Quote
        FRNs    
          REGTRSYFRN, On The Run Treasury Floating Rate Notes Composite Quote
          REGTRSYFRN, Off the Run Treasury Floating Rate Notes Composite Quote
        Strips    
          STRIPPRIN, Principal Strips Composite Quote
          STRIPINT, Interest Strips Composite Quote
        Basis    
          TRSYBASISSWAP, Current Quarter Treasury Basis Composite Quote
          TRSYBASISSWAP, Forward Quarter Treasury Basis Composite Quote
  Non-North American Governments      
    Germany        
      EUR      
        Bill    
          REGBUD, Government Bill Composite Quote
        Bonds & Notes    
          REGOBL, 5Yr Federal Notes Bundesobligationen Composite Quote
          REGBKO, Federal Notes Bundesschatzanweisungen Composite Quote
          REGDBR, Federal Bund Composite Quote
        ILBs    
          REGDBRei, Inflation Linked Notes/Bonds – HICP Index Composite Quote
          REGOBLEI, Bundesobligation I/L Composite Quote
        Strips    
          REGDBRD, Fungible Strip Composite Quote
          REGDBRR, Principal Strips Composite Quote
          REGDBRS, Interest Strips Composite Quote
             
    France        
      EUR      
        Bills    
          REGBTF, France Tresor Negotiable Fixed Rate Discount Bill Composite Quote
        Notes & Bonds    
          REGBTNS, Tresor Medium Term (2-5Yr) Treasury Note Composite Quote
          REGFRTR, Tresor Government Bond Composite Quote
        ILBs    
          REGBTNEI, Tresor Medium Term (2-5Yr) Inflation Indexed Note – HICP Index Composite Quote
          REGOATEI, France Tresor Long Term (7-50Yr) Inflation Indexed Note/Bond – HICP Index Composite Quote
          REGBTNI, Tresor Medium Term (2-5Yr) Inflation Indexed Note/Bond – French CPI Index Composite Quote
          REGOATI, France Tresor Long Term (7-50Yr) Inflation Indexed Note/Bond – French CPI Index Composite Quote
        Strips    
          REGFRTRD, Fungible Strips Composite Quote
          REGFRTRR, Principal Strips Composite Quote
          REGFRTRS, Interest Strips Composite Quote
             
    Italy        
      EUR      
        Bills    
          REGCTZ, Italy Certificati del Tesoro Zero Coupon Bond Composite Quote
        Notes & Bonds    
          REGBOT, Italy Buoni Ordinari del Tesoro Composite Quote
          REGBTPS, Italy Busoni Poliennali del TES Composite Quote
        FRNs/CCTs    
          REGCCT, Italy Certificati di Credito del Tesoro (CCT) Composite Quote
          REGCCT, Italy Certificati di Credito del Tesoro (CCTeu) Composite Quote
        ILBs    
          REGBTPEI, Italy Inflation Indexed Note/Bond – HICP Index Composite Quote
          REGBPIT, Italy Domestic Inflation Indexed Notes/Bonds Composite Quote
        Strips    
          REGBTPSD, Italian Fungible Strips Composite Quote
          REGBTPSR, Italian Principal Strips Composite Quote
          REGBTPSS, Italian Interest Strips Composite Quote

 

 

 

 

1 2 3 4 5 6  
Tradeweb Institutional        
    Netherlands      
      EUR      
        Bills    
          REGDTC, Government Bill Composite Quote
        Notes & Bonds    
          REGNETHR, Government Bond/Note Composite Quote
        Strips    
          REGNETHRD, Fungible Strips Composite Quote
          REGNETHRR, Principal Strips Composite Quote
          REGNETHRS, Interest Strips Composite Quote
             
    Spain        
      EUR      
        Bills    
          REGLET, Government Bill Composite Quote
        Notes & Bonds    
          REGSPGB, Government Bond/Note Composite Quote
        Strips    
          REGSPGBD, Fungible Strips Composite Quote
          REGSPGBR, Principal Strips Composite Quote
          REGSPGBS, Interest Strips Composite Quote
             
    Belgium        
      EUR      
        Bills    
          REGBTC, Government Bill Composite Quote
        Notes & Bonds    
          REGOLO, Government Note/Bond Composite Quote
        Strips    
          REGOLOD, Fungible Strips Composite Quote
          REGOLOR, Principal Strips Composite Quote
          REGOLOS, Interest Strips Composite Quote
             
    Austria        
      EUR      
        Notes & Bonds    
          REGRAGB, Government Note/Bond Composite Quote
        Strips    
          REGRAGBR, Principal Strips Composite Quote
          REGRAGBS, Interest Strips Composite Quote
             
    Finland        
      EUR      
        Notes & Bonds    
          REGRFGB, Government Bond/Note Composite Quote
             
    Portugal        
      EUR      
        Bills    
          REGPTC, Bilhetes Do Tesouro Composite Quote
        Notes & Bonds    
          REGPGB, Government Note/Bond Composite Quote
             
    Ireland        
      EUR      
        Bills    
          REGITC, Government Bill Composite Quote
        Notes & Bonds    
          REGIRISH, Government Note/Bond Composite Quote

 

 

 

 

1 2 3 4 5 6  
Tradeweb Institutional        
    Greece        
      EUR      
        Bills    
          REGGTB, Hellenic Treasury Bill Composite Quote
        Notes & Bonds    
          REGGGB, Government Note/Bond Composite Quote
        ILBs    
          REGGGBEI, Inflation Indexed Note/Bond – HICP Index Composite Quote
             
    Denmark        
      EUR      
        Notes & Bonds    
          REGDGB, Government Bond/Note Composite Quote
        ILBs    
          REGDBGI,  Index Linked Bonds Composite Quote
             
    Norway        
      EUR      
        Notes & Bonds    
          REGNGB, Government Bonds Composite Quote
             
    Slovenia        
      EUR      
        Notes & Bonds    
          REGSVN, Government Bond Composite Quote
             
    Slovakia        
      EUR      
        Notes & Bonds    
          REGSLO,  Government Note/Bond Composite Quote
             
    United Kingdom      
      GBP      
        Bills    
          REGUKTB, Gilt Bills Composite Quote
        Notes & Bonds    
          REGUKT, Gilts Composite Quote
        ILBs    
          REGUKTI, Inflation Indexed Note/Bond – UK All RPI Index Composite Quote
          REGUKGI, Inflation Indexed Note/Bond – UK All RPI Index Composite Quote
             
    Sweden        
      SEK      
        Notes & Bonds    
          REGSGB, Government Note/Bond Composite Quote
        ILBs    
          REGSEI, Index Linked Notes/Bonds Composite Quote
             
    Switzerland      
      CHF      
        Notes & Bonds    
          REGSWISS, Government Bond Composite Quote
             
    Hungary        
      EUR      
        Notes & Bonds    
          REGHUN, Government Note/Bond Composite Quote
             
      HUF      
        Notes & Bonds    
          REGHGB, Government Note/Bond Composite Quote

 

 

 

 

1 2 3 4 5 6  
Tradeweb Institutional        
    Japan        
      JPY      
        Bills    
          REGJBILL, On the Run Composite Quote
          REGJBILL, Off the Run Composite Quote
        Notes  & Bonds    
          REGJNOTE, On the Run Composite Quote
          REGJNOTE, Off the Run Composite Quote
        ILBs    
          REGJILB, Index Linked Bond & Note Composite Quote
             
    Australia        
      AUD      
        Bills    
          REGAUBILL, Government Bills Composite Quote
        Notes & Bonds    
          REGAUBOND, On the Run Government Bonds and Notes Composite Quote
          REGAUBOND, Off the Run Government Bonds and Notes Composite Quote
        ILBs    
          REGAUAGCI, Australian Index Linked Bonds - ACGBi Composite Quote
          REGAUAGCI, Australian Index Linked Bonds - AUSCAPi Composite Quote
          REGAUAGCI, Australian Index Linked Bonds - NSWTCi Composite Quote
          REGAUAGCI, Australian Index Linked Bonds - QTCi Composite Quote
          REGAUAGCI, Australian Index Linked Bonds - TCVi Composite Quote
        Agencies (Semis)*    
          REGAUAGCY, Regional/Provincial Notes and Bonds - NSWTC Composite Quote
          REGAUAGCY, Regional/Provincial Notes and Bonds - NSWTC-GG Composite Quote
          REGAUAGCY, Regional/Provincial Notes and Bonds - NTTC Composite Quote
          REGAUAGCY, Regional/Provincial Notes and Bonds - QTC Composite Quote
          REGAUAGCY, Regional/Provincial Notes and Bonds - QTC-GG Composite Quote
          REGAUAGCY, Regional/Provincial Notes and Bonds - TASCOR Composite Quote
          REGAUAGCY, Regional/Provincial Notes and Bonds - TCV Composite Quote
          REGAUAGCY, Regional/Provincial Notes and Bonds - WATC Composite Quote
             
    New Zealand      
      NZD      
        Bills    
          REGNZGTB, Government Bills Composite Quote
        Notes & Bonds    
          REGNZBG, Government Bonds Composite Quote
             
      EUR      
        Notes & Bonds    
          REGCZE, Czech Republic Government Note/Bond Composite Quote
             
    CEE        
      EUR      
        Bill    
          REGEFSFBILL, European Financial Stability Nill Composite Quote

 

 

 

 

1 2 3 4 5 6  
Tradeweb Institutional        
  Mortgages        
  Agency MBS        
    TBA        
      FNMA      
        30YR    
          TBAFNMA, Front Month Composite Quote
          TBAFNMA, 1st Back Mont Composite Quote
          TBAFNMA, 2nd Back Month Composite Quote
          TBASWAP, Rolls Composite Quote
        15YR    
          TBAFNMA, Front Month Composite Quote
          TBAFNMA, 1st Back Mont Composite Quote
          TBAFNMA, 2nd Back Month Composite Quote
          TBASWAP, Rolls Composite Quote
             
      PCGLD      
        30YR    
          TBAFHLMCG, Front Month Composite Quote
          TBAFHLMCG, 1st Back Mont Composite Quote
          TBAFHLMCG, 2nd Back Month Composite Quote
          TBASWAP, Rolls Composite Quote
        15YR    
          TBAFHLMCG, Front Month Composite Quote
          TBAFHLMCG, 1st Back Mont Composite Quote
          TBAFHLMCG, 2nd Back Month Composite Quote
          TBASWAP, Rolls Composite Quote
             
      GNMA I      
        30YR    
          TBAGNMA1, Front Month Composite Quote
          TBAGNMA1, 1st Back Mont Composite Quote
          TBAGNMA1, 2nd Back Month Composite Quote
          TBASWAP, Rolls Composite Quote
        15YR    
          TBAGNMA1, Front Month Composite Quote
          TBAGNMA1, 1st Back Mont Composite Quote
          TBAGNMA1, 2nd Back Month Composite Quote
          TBASWAP, Rolls Composite Quote
             
      GNMA II      
        30YR    
          TBAGNMA2, Front Month Composite Quote
          TBAGNMA2, 1st Back Mont Composite Quote
          TBAGNMA2, 2nd Back Month Composite Quote
          TBASWAP, Rolls Composite Quote
             
        15YR    
          TBAGNMA2, Front Month Composite Quote
          TBAGNMA2, 1st Back Mont Composite Quote
          TBAGNMA2, 2nd Back Month Composite Quote
          TBASWAP, Rolls Composite Quote

 

 

 

 

1 2 3 4 5 6
Tradeweb Institutional        
  Global Derivatives      
  North American Interest Rate Swaps    
    USD      
      Outright Swaps (Semi Bond)  
        IRSUSD, vs 1M Libor Composite Quote
        IRSUSD, vs 3M Libor Composite Quote
        IRSUSD, vs 6M Libor Composite Quote
           
      Outright Swaps (Annual Money)  
        IRSUSD, vs 1M Libor Composite Quote
        IRSUSD, vs 3M Libor Composite Quote
        IRSUSD, vs 6M Libor Composite Quote
           
      Swap Spreads vs TRSY  
        IRSUSDBENCH, OTR vs 3M Libor Composite Quote
        IRSUSDOFFBENCH, Off the Run vs 3M Libor Composite Quote
           
      IMM Swaps    
        IRSIMM, vs 3M Libor Current Quarter Composite Quote
        IRSIMM, vs 3M Libor 2nd Quarter Composite Quote
        IRSIMM, vs 3M Libor 3rd Quarter Composite Quote
           
      MAC Swaps    
        IRSMACUSD, CMECurrent Quarter Composite Quote
        IRSMACUSD, CME 2nd Quarter Composite Quote
        IRSMACUSD, CME 3rd Quarter Composite Quote
        IRSMACUSD, LCH Current Quarter Composite Quote
        IRSMACUSD, LCH 2nd Quarter Composite Quote
        IRSMACUSD, LCH 3rd Quarter Composite Quote
           
      OIS    
        OISUSD, Fed Funds Short $OIS Composite Quote
        OISLUSD, Fed Funds Long $OIS Composite Quote
           
      Swap Basis    
        IRSUSDBAS, 1M Libor vs 3M Libor Composite Quote
        IRSUSDBAS, 3M Libor vs 6M Libor Composite Quote
           
      Forward Start Swaps (Semi Bond)  
        IRSFWD, USD Forward Start Swaps Composite Quote
    CAD      
      Outright Swaps (Semi Bond)  
        IRSCAD, Outright Swaps (SA Actual/365F vs 3M CDOR) Composite Quote
      Swap Spreads vs CAN Govt  
        IRSCADBENCH, OTR vs GOC Composite Quote
        IRSCADOFFBENCH, Off the Run vs GOC Composite Quote
      MAC Swaps    
        IRSMACCAD, CMECurrent Quarter Composite Quote
        IRSMACCAD, CME 2nd Quarter Composite Quote
        IRSMACCAD, CME 3rd Quarter Composite Quote
        IRSMACCAD, LCH Current Quarter Composite Quote
        IRSMACCAD, LCH 2nd Quarter Composite Quote
        IRSMACCAD, LCH 3rd Quarter Composite Quote

 

 

 

 

1 2 3 4 5 6
Tradeweb Institutional        
  Global Derivatives      
  Non-North American Interest Rate Swaps    
    EUR      
      Outright Swaps (Annual Money)  
        IRS1MEUR, vs 1M Euribor Composite Quote
        IRSEUR, vs 3M Euribor Composite Quote
        IRSEUR, vs 6M Euribor Composite Quote
        IRSEUR, vs 12M Euribor Composite Quote
           
      MAC Swaps    
        IRSMACEUR, CME Current Quarter Composite Quote
        IRSMACEUR, CME 2nd Quarter Composite Quote
        IRSMACEUR, CME 3rd Quarter Composite Quote
        IRSMACEUR, LCH Current Quarter Composite Quote
        IRSMACEUR, LCH 2nd Quarter Composite Quote
        IRSMACEUR, LCH 3rd Quarter Composite Quote
           
      IMM Swaps    
        IRSIMM, vs 6M Euribor Composite Quote
           
      Forward Start Swaps    
        IRSFWD, vs Euribor 3M Composite Quote
        IRSFWD, vs Euribor 6M Composite Quote
           
      Swap Basis    
        IRSEURBASIS, 3M Libor vs 6M Libor Composite Quote
           
      EONIA OIS    
        OISEUR, Outright vs 6M Composite Quote
        OISEUR, Forward vs 6M Composite Quote
           
      Long Dated EONIA OIS  
        OISLEUR, Outright Long Dated EONIA Composite Quote
           
           
    GBP      
      Outright Swaps (Semi Annual)  
        IRSGBP, Quaterly vs 3M Libor Composite Quote
        IRSGBP, Semi Annual vs 6M Libor Composite Quote
           
      SONIA OIS    
        OISGBP, Outright OIS GBP vs SONIA Composite Quote
        OISGBP, Forward OIS GBP vs SONIA Composite Quote
           
      MAC Swaps    
        IRSMACGBP, CME Current Quarter Composite Quote
        IRSMACGBP, CME 2nd Quarter Composite Quote
        IRSMACGBP, CME 3rd Quarter Composite Quote
        IRSMACGBP, LCH Current Quarter Composite Quote
        IRSMACGBP, LCH 2nd Quarter Composite Quote
        IRSMACGBP, LCH 3rd Quarter Composite Quote
           
    CHF      
      Outright Swaps (Semi Annual)  
        IRSCHF, vs 3M CHF Libor Composite Quote
        IRSCHF, vs 6M CHF Libor Composite Quote
           
      TOIS    
        OISCHF, OIS CHF 3M vs TOIS Composite Quote
           
    SEK      
      Outright Swaps (Semi Annual) OISCHF, OIS CHF 3M vs TOIS  
        IRSSEK, vs 3M STIBOR Composite Quote
           
    DKK      
      Outright Swaps (Semi Annual)  
        IRSDKK, vs 6M CIBOR Composite Quote
           
    NOK      
      Outright Swaps (Semi Annual)  
        IRSNOK, vs 6M NIBOR Composite Quote
           
    PLN      
      Outright Swaps (Semi Annual)  
        IRSPLN, vs 6M WIBOR Composite Quote
           
    ZAR      
      Outright Swaps (Semi Annual)  
        IRSZAR, vs 3M JIBAR Composite Quote

 

 

 

 

1 2 3 4 5 6
Tradeweb Institutional        
  Global Derivatives      
    JPY      
      Outright Swaps (Semi Annual)  
        IRSJPY, vs 6M JPY Libor Composite Quote
      MAC Swaps    
        IRSMACJPY, CME Current Quarter Composite Quote
        IRSMACJPY, CME 2nd Quarter Composite Quote
        IRSMACJPY, CME 3rd Quarter Composite Quote
        IRSMACJPY, LCH Current Quarter Composite Quote
        IRSMACJPY, LCH 2nd Quarter Composite Quote
        IRSMACJPY, LCH 3rd Quarter Composite Quote
           
    AUD      
      Outright Swaps (Semi Annual)  
        IRSAUD, vs 6M BBR-BBSW Composite Quote
      MAC Swaps    
        IRSMACAUD, CME Current Quarter  
        IRSMACAUD, CME 2nd Quarter  
        IRSMACAUD, CME 3rd Quarter  
        IRSMACAUD, LCH Current Quarter  
        IRSMACAUD, LCH 2nd Quarter  
        IRSMACAUD, LCH 3rd Quarter  
           
    NZD      
      Outright Swaps (Semi Annual)  
        IRSNZD, vs 3M BBR-FRA Composite Quote
    HKD      
      Outright Swaps (Semi Annual)  
        IRSHKD, vs 3M HIBOR Composite Quote
           
    SGD      
      Outright Swaps (Semi Annual)  
        IRSSGD, vs 6M SOR Composite Quote

 

 

 

 

1 2 3 4 5 6
Tradeweb Institutional        
  Global Derivatives      
  Global Credit Default Swaps      
    North America (CDX)    
      Investment Grade (IG)  
        IG, Investment Grade Composite Quote
        HIVOL, Investment Grade High Volatility Composite Quote
           
      High Yield (HY)    
        HY, High Yield Composite Quote
        HY.B, High Yield B Composite Quote
        HY.BB, High Yield BB Composite Quote
        HY.HB, High Yield HB Composite Quote
           
      Crossover (XOVER)    
        XOVER, XOVER Composite Quote
           
      Emerging Markets (EM)  
        EM, Emerging Markets (EM) Composite Quote
        EMDIV, Emerging Markets Diversified (EMDIV) Composite Quote
           
      Rolls & Swaps    
        UCDSROLLSWAP, Swap Roll Composite Quote
        CDSSWAP, Tenor Swap/Roll Composite Quote
        CDSUHYROLLSWAP, High Yield Swap/Roll Composite Quote
    Europe (iTRAXX)    
      Europe (ITRAXX)    
        EUR, iTraxx Europe Composite Quote
           
      Crossover (XOVER)    
        XOVER, iTraxx Crossover Composite Quote
           
      Financials    
        FINSEN, iTraxx Europe Senior Financials Composite Quote
        FINSUB, iTraxx Europe Subordinate Financials Composite Quote
           
      SovX    
        SOVXWE, iTraxx SovX Western Europe Composite Quote
           
      High Volatility    
        HIVOL, iTraxx Europe High Volatility Composite Quote
           
      Rolls & Swaps    
        ECDSROLLSWAP, European Credit Default Swap Index Roll Composite Quote
        CDSEUSWAP, Tenor Swap/Roll Composite Quote

 

 

 

 

1 2 3 4 5 6  
Tradeweb Institutional        
  Credit          
  Corporate Bonds (includes Convertibles)      
    AUD        
      Nort America      
        CA, Canada   Composite Quote
        US, United States of America   Composite Quote
             
      LATAM      
        CL, Chile   Composite Quote
        KY, Cayman Islands   Composite Quote
        MX, Mexico   Composite Quote
        VG, Virgin Islands (British)   Composite Quote
             
      Western Europe      
        AT, Austria   Composite Quote
        CH, Switzerland   Composite Quote
        DE, Germany   Composite Quote
        DK, Denmark   Composite Quote
        ES, Spain   Composite Quote
        FR, France   Composite Quote
        GB, United Kingdom   Composite Quote
        IE, Ireland   Composite Quote
        IT, Italy   Composite Quote
        JE, Jersey   Composite Quote
        LU, Luxembourg   Composite Quote
        NL, Netherlands   Composite Quote
        SE, Sweden   Composite Quote
        UK, United Kingdom   Composite Quote
             
      CEEMEA      
        AE, United Arab Emirates   Composite Quote
        BH, Bahrain   Composite Quote
        TR, Turkey   Composite Quote
             
      Asia      
        AU, Australia   Composite Quote
        CN, China   Composite Quote
        HK, Hong Kong   Composite Quote
        IN, India   Composite Quote
        JP, Japan   Composite Quote
        KR, Korea (Republic of)   Composite Quote
        MY, Malaysia   Composite Quote
        NZ, New Zealand   Composite Quote
        SG, Singapore   Composite Quote

 

 

 

 

1 2 3 4 5 6  
Tradeweb Institutional        
  Credit          
    CHF        
      Nort America      
        CA, Canada   Composite Quote
        US, United States of America   Composite Quote
             
      LATAM      
        BM, Bermuda   Composite Quote
        BR, Brazil   Composite Quote
        CL, Chile   Composite Quote
        CW, Curaçao   Composite Quote
        KY, Cayman Islands   Composite Quote
        MX, Mexico   Composite Quote
        PA, Panama   Composite Quote
        PE, Peru   Composite Quote
             
      Western Europe      
        AT, Austria   Composite Quote
        CH, Switzerland   Composite Quote
        DE, Germany   Composite Quote
        DK, Denmark   Composite Quote
        ES, Spain   Composite Quote
        FI, Finland   Composite Quote
        FR, France   Composite Quote
        GG, Guernsey   Composite Quote
        GR, Greece   Composite Quote
        IE, Ireland   Composite Quote
        IT, Italy   Composite Quote
        JE, Jersey   Composite Quote
        LI, Liechtenstein   Composite Quote
        LU, Luxembourg   Composite Quote
        NL, Netherlands   Composite Quote
        NO, Norway   Composite Quote
        SE, Sweden   Composite Quote
        UK, United Kingdom   Composite Quote
             
      CEEMEA      
        AE, United Arab Emirates   Composite Quote
        CZ, Czech Republic   Composite Quote
        HU, Hungary   Composite Quote
        LT, Lithuania   Composite Quote
        PL, Poland   Composite Quote
        QA, Qatar   Composite Quote
        SK, Slovakia   Composite Quote
        ZA, South Africa   Composite Quote
             
      Asia      
        AU, Australia   Composite Quote
        HK, Hong Kong   Composite Quote
        JP, Japan   Composite Quote
        KR, Korea (Republic of)   Composite Quote
        MY, Malaysia   Composite Quote
        NZ, New Zealand   Composite Quote

 

 

 

 

1 2 3 4 5 6  
Tradeweb Institutional        
  Credit          
    CZK        
      CEEMEA      
        CZ, Czech Republic   Composite Quote
             
    DKK        
      Western Europe      
        DK, Denmark   Composite Quote
        FI, Finland   Composite Quote
        FR, France   Composite Quote
        NL, Netherlands   Composite Quote
        NO, Norway   Composite Quote
        UK, United Kingdom   Composite Quote
             
      North America      
        US, United States of America Composite Quote
             
    EUR        
      North America      
        CA, Canada   Composite Quote
        US, United States of America Composite Quote
             
      LATAM      
        AN, Netherlands Antilles   Composite Quote
        AR, Argentina   Composite Quote
        BM, Bermuda   Composite Quote
        BR, Brazil   Composite Quote
        BS, Bahamas   Composite Quote
        CL, Chile   Composite Quote
        KY, Cayman Islands   Composite Quote
        MX, Mexico   Composite Quote
        PE, Peru   Composite Quote
        VG, Virgin Islands (British)   Composite Quote
             
      Western Europe      
        AT, Austria   Composite Quote
        BE, Belgium   Composite Quote
        CH, Switzerland   Composite Quote
        DE, Germany   Composite Quote
        DK, Denmark   Composite Quote
        ES, Spain   Composite Quote
        FI, Finland   Composite Quote
        FR, France   Composite Quote
        GB, United Kingdom   Composite Quote
        GG, Guernsey   Composite Quote
        GR, Greece   Composite Quote
        IE, Ireland   Composite Quote
        IS, Iceland   Composite Quote
        IT, Italy   Composite Quote
        JE, Jersey   Composite Quote
        LU, Luxembourg   Composite Quote
        NL, Netherlands   Composite Quote
        NO, Norway   Composite Quote
        PL, Poland   Composite Quote
        PT, Portugal   Composite Quote
        SE, Sweden   Composite Quote
        UK, United Kingdom   Composite Quote

 

 

 

 

1 2 3 4 5 6  
Tradeweb Institutional        
  Credit          
      CEEMEA      
        AE, United Arab Emirates   Composite Quote
        AL, Albania   Composite Quote
        BG, Bulgaria   Composite Quote
        CY, Cyprus   Composite Quote
        CZ, Czech Republic   Composite Quote
        EE, Estonia   Composite Quote
        HR, Croatia   Composite Quote
        HU, Hungary   Composite Quote
        IL, Israel   Composite Quote
        IR, Iraq   Composite Quote
        KZ, Kazakhstan   Composite Quote
        LB, Lebanon   Composite Quote
        LT, Lithuania   Composite Quote
        LV, Latvia   Composite Quote
        ME, Montenegro   Composite Quote
        MK, Macedonia (the former Yugoslav Republic of) Composite Quote
        QA, Qatar   Composite Quote
        RO, Romania   Composite Quote
        RS, Serbia   Composite Quote
        RU, Russian Federation   Composite Quote
        SI, Slovenia   Composite Quote
        SK, Slovakia   Composite Quote
        TN, Tunisia   Composite Quote
        TR, Turkey   Composite Quote
        MA, Morocco   Composite Quote
        ZA, South Africa   Composite Quote
             
      Asia      
        AU, Australia   Composite Quote
        CN, China   Composite Quote
        HK, Hong Kong   Composite Quote
        ID, Indonesia   Composite Quote
        IN, India   Composite Quote
        JP, Japan   Composite Quote
        KR, Korea (Republic of)   Composite Quote
        NZ, New Zealand   Composite Quote
        PH, Philippines   Composite Quote
        SG, Singapore   Composite Quote

 

 

 

 

1 2 3 4 5 6  
Tradeweb Institutional        
  Credit          
    GBP        
      North America      
        CA, Canada   Composite Quote
        US, United States of America Composite Quote
             
      LATAM      
        AN, Netherlands Antilles   Composite Quote
        BM, Bermuda   Composite Quote
        KY, Cayman Islands   Composite Quote
        MX, Mexico   Composite Quote
             
      Western Europe      
        AU, Australia   Composite Quote
        BE, Belgium   Composite Quote
        CH, Switzerland   Composite Quote
        DE, Germany   Composite Quote
        DK, Denmark   Composite Quote
        ES, Spain   Composite Quote
        FI, Finland   Composite Quote
        FR, France   Composite Quote
        GB, United Kingdom   Composite Quote
        GG, Guernsey   Composite Quote
        IE, Ireland   Composite Quote
        IT, Italy   Composite Quote
        JE, Jersey   Composite Quote
        LU, Luxembourg   Composite Quote
        NL, Netherlands   Composite Quote
        NO, Norway   Composite Quote
        PT, Portugal   Composite Quote
        SE, Sweden   Composite Quote
        UK, United Kingdom   Composite Quote
             
      CEEMEA      
        AE, United Arab Emirates   Composite Quote
        HU, Hungary   Composite Quote
        IL, Israel   Composite Quote
        QA, Qatar   Composite Quote
        SK, Slovakia   Composite Quote
             
      Asia      
        HK, Hong Kong   Composite Quote
        JP, Japan   Composite Quote
        KR, Korea (Republic of)   Composite Quote
        NZ, New Zealand   Composite Quote
        SG, Singapore   Composite Quote

 

 

 

 

1 2 3 4 5 6  
Tradeweb Institutional        
  Credit          
    HUF        
      Western Europe      
        AT, Austria   Composite Quote
        DE, Germany   Composite Quote
        NL, Neatherlands   Composite Quote
        XS, Eurobond   Composite Quote
             
      CEEMEA      
        HU, Hungary   Composite Quote
             
    NOK        
      North America      
        CA, Canada   Composite Quote
        US, United States of America Composite Quote
             
      LATAM      
        BM, Bermuda   Composite Quote
        KY, Cayman Islands   Composite Quote
             
      Western Europe      
        AT, Austria   Composite Quote
        BE, Belgium   Composite Quote
        CH, Switzerland   Composite Quote
        CY, Cyprus   Composite Quote
        DE, Germany   Composite Quote
        DK, Denmark   Composite Quote
        ES, Spain   Composite Quote
        FI, Finland   Composite Quote
        FR, France   Composite Quote
        GG, Guernsey   Composite Quote
        IE, Ireland   Composite Quote
        IS, Iceland   Composite Quote
        IT, Italy   Composite Quote
        JE, Jersey   Composite Quote
        LU, Luxembourg   Composite Quote
        NL, Netherlands   Composite Quote
        NO, Norway   Composite Quote
        SE, Sweden   Composite Quote
        UK, United Kingdom   Composite Quote
             
      CEEMEA      
        AE, United Arab Emirates   Composite Quote
        MC, Monaco   Composite Quote
        SK, Slovakia   Composite Quote
             
      Asia      
        AU, Australia   Composite Quote
        KR, Korea (Republic of)   Composite Quote
        SG, Singapore   Composite Quote

 

 

 

 

1 2 3 4 5 6  
Tradeweb Institutional        
  Credit          
    NZD        
      North America      
        CA, Canada   Composite Quote
        US, United States of America Composite Quote
             
      Western Europe      
        DE, Germany   Composite Quote
        DK, Denmark   Composite Quote
        FR, France   Composite Quote
        IT, Italy   Composite Quote
        LU, Luxembourg   Composite Quote
        NL, Netherlands   Composite Quote
        UK, United Kingdom   Composite Quote
             
      CEEMEA      
        AE, United Arab Emirates   Composite Quote
             
      Asia      
        AU, Australia   Composite Quote
        HK, Hong Kong   Composite Quote
        JP, Japan   Composite Quote
        KR, Korea (Republic of)   Composite Quote
        NZ, New Zealand   Composite Quote
             
    PLN        
      CEEMEA      
        PL, Poland   Composite Quote
             
    RUB        
      North America      
        CA, Canada   Composite Quote
        US, United States of America Composite Quote
             
      LATAM      
        BS, Bahamas   Composite Quote
             
      Western Europe      
        CH, Switzerland   Composite Quote
        DE, Germany   Composite Quote
        FR, France   Composite Quote
        IE, Ireland   Composite Quote
        IT, Italy   Composite Quote
        LU, Luxembourg   Composite Quote
        NL, Netherlands   Composite Quote
        SE, Sweden   Composite Quote
        UK, United Kingdom   Composite Quote
        XS, Eurobond   Composite Quote
             
      CEEMEA      
        RU, Russian Federation   Composite Quote

 

 

 

 

1 2 3 4 5 6  
Tradeweb Institutional        
  Credit          
    SEK        
      North America      
        CA, Canada   Composite Quote
        US, United States of America Composite Quote
             
      LATAM      
        AN, Netherlands Antilles   Composite Quote
        BM, Bermuda   Composite Quote
             
      Western Europe      
        CH, Switzerland   Composite Quote
        DE, Germany   Composite Quote
        DK, Denmark   Composite Quote
        FI, Finland   Composite Quote
        FR, France   Composite Quote
        GG, Guernsey   Composite Quote
        IE, Ireland   Composite Quote
        IS, Iceland   Composite Quote
        JE, Jersey   Composite Quote
        LU, Luxembourg   Composite Quote
        NL, Netherlands   Composite Quote
        NO, Norway   Composite Quote
        SE, Sweden   Composite Quote
        UK, United Kingdom   Composite Quote
        XS, Eurobond   Composite Quote
             
      Asia      
        AU, Australia   Composite Quote
             
      CEEMEA      
        MU, Mauritius   Composite Quote
        ZA, South Africa   Composite Quote
             
    TRY     NOT ON TR FEED  
      North America      
        US, United States of America Composite Quote
             
      Europe      
        AT, Austria   Composite Quote
        AU, Australia   Composite Quote
        DE, Germany   Composite Quote
        FR, France   Composite Quote
        IT, Italy   Composite Quote
        LU, Luxembourg   Composite Quote
        NL, Netherlands   Composite Quote
        UK, United Kingdom   Composite Quote
             
      CEEMEA      
        TR, Turkey   Composite Quote

 

 

 

 

1 2 3 4 5 6  
Tradeweb Institutional        
  Credit          
    USD        
      North America      
        CA, Canada   Composite Quote
        US, United States of America Composite Quote
        US, AiPrice   Evaluated Price
             
      LATAM      
        AN, Netherlands Antilles   Composite Quote
        AR, Argentina   Composite Quote
        BB, Barbados   Composite Quote
        BM, Bermuda   Composite Quote
        BO, Bolivia (Plurinational State of) Composite Quote
        BR, Brazil   Composite Quote
        BS, Bahamas   Composite Quote
        BZ, Belize   Composite Quote
        CL, Chile   Composite Quote
        CO, Colombia   Composite Quote
        CR, Costa Rica   Composite Quote
        CW, Curaçao   Composite Quote
        DO, Dominican Republic   Composite Quote
        EC, Ecuador   Composite Quote