This excerpt taken from the NDAQ 8-K filed Sep 9, 2005.
3.a. Protocols and Interface Use.
3.a.i. During the Term of this Agreement, Nasdaq shall provide protocols and interfaces and related services (collectively Interfaces) necessary for operating the Businesses directly to authorized users of the Businesses (User or Users) on terms and conditions determined solely and exclusively by Nasdaq, however, in no event shall Nasdaq charge Users more for these Interfaces than it charges its own customers for the same or similar Interfaces. A current listing of the Interfaces is attached hereto at Exhibit 3.a. Exhibit 3.a. shall be updated as new Interfaces are developed and implemented. Fees for the Interfaces shall be determined solely and exclusively by Nasdaq. All revenue generated from the provision of Interfaces to Users by Nasdaq shall belong to Nasdaq. Nasdaq reserves the right to terminate access to the Interfaces to Users who fail to pay any of the fees owed for the provision of Interfaces to the Businesses to Nasdaq. Ten (10) business days prior to withdrawing access to the
Interfaces from a User, Nasdaq shall provide NASD with written notice of its intent to withdraw access to the Interfaces. If such User, or NASD, pays Nasdaq all amounts due on Users account, including without limitation all amounts that accrue during the ten day notice period and all amounts relating to the provision of Interfaces for the Businesses, Nasdaq shall not withdraw access to the Interfaces from said User. NASD assumes no liability for the quality or implementation of the Interfaces and Nasdaq hereby agrees to indemnify, defend and hold NASD harmless from third party claims based upon the quality or implementation of the Interfaces.
3.a.ii. Nasdaq hereby grants a perpetual, royalty-free, world-wide license and right to use, during the Term, all of the formats of the protocols and the Interfaces listed on Exhibit 3.b. to support the Businesses (Protocol License). Nasdaq hereby grants to NASD a perpetual, royalty-free, world-wide license and right to NASD to use and sublicense the formats of the Interfaces and Protocols listed on Exhibit 3.a. and 3.b. at the expiration or termination of the Term, in support of the Businesses. Exhibit 3.b. is a current list of the Protocol Licenses. Exhibit 3.b. shall be amended and updated from time to time by Nasdaq with nine (9) months notice to NASD to reflect the retirement and/or substitution of any protocol(s) or Interface(s). All changes to Interfaces or Protocols shall follow the Enhancement process set out in Section 6. Nasdaq shall support all Protocols during the Term. In the event NASD agrees to any changes proposed by Nasdaq to any of the Protocols or Interfaces listed in Exhibit 3.a. or 3.b., Nasdaq shall pay all costs incurred by a user associated with any user acceptance testing necessary as a result of the change..
3.b. Symbol Assignment Procedures. The Parties shall coordinate the assignment of symbols to securities, counterparties and participants to ensure uniqueness in the market place and to avoid conflicts that could effect the operations of the Nasdaq System or the OTC Systems and subsystems. Nasdaq shall not issue a symbol in either the Businesses or any other business area in which Nasdaq operates which conflicts with symbols already issued in the Businesses or with any symbol which has previously been issued by NASD. In the event a Nasdaq listed entity wishes to use a symbol which is already in use by the Businesses or which has already been issued by NASD, Nasdaq and NASD will work together to reach a solution.
3.c. NASD hereby grants to Nasdaq a royalty-free, world-wide license and right to use, during the Term, the NASD OTC Software, Data, Historical Data, the BRD, and any and all other of the Businesses Assets for use in meeting Nasdaqs obligations under this Agreement.