NASDAQ OMX Group (NDAQ)

Section 13. Warranties; Defects.

13.a. Nasdaq Warranties. Nasdaq warrants and represents that during the period immediately following acceptance (“Warranty Period”), Nasdaq will correct, at no additional cost to NASD, any material deficiency solely and directly attributable to Nasdaq’s design or construction that prevents the OTC Systems, Business Subsystems or any Enhancement, modification, bug fix and Other Services from remaining Fully Operational (“Material Deficiency”). NASD shall notify Nasdaq in writing of any such Material Deficiency of which it is aware. Nasdaq shall notify NASD of any such Material Deficiency of which it becomes aware. The Warranty Period will continue until the OTC Systems and any Enhancement, Modification, bug fix, subsequent Release and all modifications and Other Services operate for a period of ninety (90) consecutive calendar days without experiencing such a deficiency. Nasdaq will be obligated under this warranty to remedy any Material Deficiency in accordance with the Emergency Procedures set forth in Exhibit 13.a. and with a service level that is not less than the service level that it provides to its own critical systems such as the quoting functionality of SuperMontage or ACT. Nasdaq will make all commercially reasonable efforts to remedy such deficiency in such a manner as will have the minimum adverse impact upon the operation of the Businesses. This warranty is a limited warranty.

13.b. No Defects. As of the Effective Date, Nasdaq knows of no defect in the OTC Systems (including the Enhancements, modifications, other Services and Releases to the Businesses) defects in any security mechanisms, or the presence of any ‘Trojan Horses’ (code inserted by a manufacturer or Nasdaq, which is not described in the documentation, whose purpose is to provide a person or computer other than NASD the ability to gain control of all or some of the system on conditions set by or triggered by any event or person other than NASD), viruses (code embedded in the system whose purpose is to halt effective operation or use of the system on conditions set by or triggered by an event or a person other than NASD), trap doors (means by which an unauthorized user may circumvent the security protections of the OTC Systems or gain access without authorization of NASD), and similar devices. Nasdaq will notify NASD of any later discovered (during the Term) defects in its security mechanisms, such as ‘Trojan Horses’, viruses, trap doors, or similar devices in the OTC Systems.

13.c. Compliance With Applicable Laws. Each party warrants that it will, at its sole expense, comply with all applicable laws, regulations, and requirements, and that its performance of this Agreement will not cause the other party to violate any State, Federal or local laws, including but not limited to any sales or use tax, Americans with Disabilities Act, environmental and toxic waste disposal, immigration, and equal employment laws. Nasdaq and NASD also warrant that: (i) they will cause their respective subcontractors (if any) to comply with the provisions of this Section 13.c.; and (ii) while on-site, its personnel will comply with the sections of NASD’s or Nasdaq’s Employee Handbook related to Equal Employment Opportunities, Sexual Harassment, and Substance Abuse Policies, as relevant, as if its personnel were employees of the other.

13.d.i. Disclaimers/General. EXCEPT AS EXPLICITLY SET FORTH IN THIS SECTION 13, NASDAQ MAKES NO, AND HEREBY DISCLAIMS ALL, WARRANTIES, CONDITIONS, UNDERTAKINGS, TERMS OR REPRESENTATIONS, EXPRESSED OR IMPLIED BY STATUTE, COMMON LAW OR OTHERWISE, IN RELATION TO THE OTC SYSTEMS OR THE SERVICES TO BE RENDERED HEREUNDER OR ANY PART OR PARTS OF THE SAME OR THE USE THEREOF. NASDAQ SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT. NASDAQ FURTHER DOES NOT WARRANT THAT THE OPERATION OF THE OTC SYSTEMS WILL BE UNINTERRUPTED OR ERROR-FREE.

13.d.ii. Disclaimers/Data Entry Error. NASDAQ SHALL NOT HAVE ANY LIABILITY FOR A DATA ENTRY ERROR OF WHICH NASD WAS AWARE AND WHICH WAS NOT BROUGHT TO THEIR ATTENTION BY NASD PURSUANT TO SECTION 4.C HEREOF. NASDAQ WILL REMAIN LIABLE FOR FAILURES TO CORRECT DATA ENTRY ERRORS BROUGHT TO THEIR ATTENTION BY NASD AND FAILURES TO FOLLOW NASD’S INSTRUCTIONS WITH RESPECT TO THE CORRECTION OF INITIAL DATA ENTRY ERRORS.

Section 14. Term of Agreement. The term of this Agreement will begin as of the Effective Date and, subject to Section 15 below, continue for a two-year term (“Initial Term”). Thereafter, the Term of this Agreement may be extended for additional one-year terms upon the agreement of the parties (“Renewal Term”). The time period from the Effective Date through the Initial Term, any Renewal terms and any Transition Period shall be collectively referred to as the “Term.” In the event a party does not wish to renew this Agreement, it must provide the other party with ninety (90) calendar days written notice prior to the end of the then current Initial or Renewal Term.