This excerpt taken from the NDAQ 8-K filed Sep 9, 2005.
Section 9. Non-System Functions/Right of First Refusal.
9.a. NASDs Assumption of Non-System Functions. During the Term, NASD shall have the right to undertake on its own behalf, either through itself or its agent, any and all non-system functions of the Businesses.
9.b. Right of First Refusal. During any Transition Period, as between NASD and Nasdaq, NASD shall have a 30-day right of first refusal to offer employment to any consultant or contractor who has been used by Nasdaq to perform any of its obligations under this Agreement.
9.c. Reduction in Fees Payable to Nasdaq. If NASD elects to exercise its rights under this Section, the Parties shall negotiate in good faith to determine if such action has resulted or will result in a reduction of the costs to Nasdaq to provide the Core Services, and, if so, the manner in which any such reduction shall be passed on to NASD.