Deutsche Börse Listing Partner Agreement

Transcription

1 Deutsche Börse Listing Partner Agreement between Deutsche Börse AG Mergenthalerallee Eschborn Germany - hereinafter referred to as "Deutsche Börse" - and regarding - hereinafter referred to as "Partner" - a cooperation within the framework of Deutsche Börse AG's Listing Platform. Preamble The "Listing Platform" refers to the FWB Frankfurt Stock Exchange's official market, regulated market and open market trading segments, including the Prime Standard and Entry Standard sub-segments. This Agreement enables business enterprises providing securities admission and listing services in connection with stock exchange trading, including the ensuing obligations, to position themselves in the market as Deutsche Börse Listing Partners. The Partner is aware that the conclusion of an agreement with Deutsche Börse is subject to the provision of certain references. In particular, a letter of recommendation from at least one other Deutsche Börse Listing Partner is required. The Partner must also furnish at least three letters of recommendation from companies listed on regulated markets, confirming that the Partner has successfully managed stock exchange-related capital market transactions on their behalf during the last three calendar years (e.g. IPO consulting, investment banking, investor relations, legal advice, auditing). The Partner is aware that the provision of such references does not entitle the Partner to the conclusion of a Deutsche Börse Listing Partner Agreement.

2 Page 2 of 7 (1) Subject matter of the Agreement The subject matter of this Agreement is cooperation between Deutsche Börse and the Partner for the purpose of promoting the admission to trading and inclusion of securities in FWB's trading segments. (2) Relationship between the parties to the Agreement 2.1 The Partner will act in the Partner s sphere of business in a capacity of independent service provider to issuers. The parties to this Agreement agree that all services provided within the scope of this Agreement shall be provided on the own behalf of, for the own account of and at the own responsibility of the party providing the service. 2.2 Neither party to this Agreement is entitled to issue or receive statements on behalf of the other party and, in particular, neither party is entitled to make undertakings to third parties as regards services to be provided by the other party. Neither party to this Agreement may accept payments on behalf of the other party. 2.3 The Partner is not entitled to transfer any powers or authorisations granted to the Partner by Deutsche Börse under this Agreement to third parties. 2.4 This Agreement does not cover services provided by the Partner to other contractual partners such as, in particular, issuers. 2.5 This Agreement does not confer rights of sale or distribution upon the Partner. (3) Services to be provided by Deutsche Börse 3.1 During the term of this Agreement, the Partner may use the title of "Deutsche Börse Listing Partner" and take advantage of the services to be provided by Deutsche Börse within the scope of this Agreement. 3.2 Deutsche Börse will include the Partner in the list of Deutsche Börse Listing Partners and publish this list on its web site for the term of this Agreement. The list will also be distributed free of charge to third parties upon request and at information events. 3.3 Deutsche Börse undertakes to make all reasonable and possible efforts to have the Partner's speakers participate in events organised by Deutsche Börse. At Deutsche Börse's request, the Partner will nominate members of staff with the appropriate professional qualifications and personal aptitudes for speaking roles at such events. The parties hereto agree that the Partner does not have the right to participate in or have members of staff participate in specific events. At events where a fee is payable, Deutsche Börse undertakes to make all reasonable and possible efforts to offer special contingents or discounts to the Partner. 3.4 The Partner is entitled to attend workshops on relevant capital market topics organised by Deutsche Börse free of charge. This does not affect Deutsche Börse's right to implement other events on capital market topics and request a fee for attendance.

3 Page 3 of Deutsche Börse undertakes to make all reasonable and possible efforts to comply with the Partner's requests for documentation available for onward distribution on the subject of the Listing Platform by making it available free of charge. 3.6 Deutsche Börse undertakes to make all reasonable and possible efforts to provide the Partner with regular information about events and developments relating to the Listing Platform during the term of this Agreement. The information will be provided via or via the web site and in conjunction with Deutsche Börse's despatch of regular free publications. 3.7 Deutsche Börse undertakes to make all reasonable and possible efforts, for the term of this Agreement, to publish the Partner's company profile on its web site. The Partner will make the publication of such a profile possible by providing a file with HTML format content to an address specified by Deutsche Börse. Deutsche Börse reserves the right not to publish the content provided by the Partner or to publish it only in part if it includes statements which are contrary to the interests of Deutsche Börse. If the Partner has any requests for changes to the published company profile, these should be addressed to the relevant Deutsche Börse relationship manager. 3.8 Deutsche Börse undertakes, for the term of this Agreement, to make all reasonable and possible efforts to provide, upon request, existing advertising materials to the Partner free of charge. This in no way affects Deutsche Börse's right to request a fee in return for large volumes of specific advertising materials. (4) Services to be provided by the Partner 4.1 The Partner undertakes to make all reasonable and possible efforts to support Deutsche Börse's "Listing Platform" concept. In particular, the Partner will encourage its clients to take the necessary steps for admission to trading and inclusion of securities in FWB's trading segments. 4.2 The Partner grants Deutsche Börse the right to use its logo on Deutsche Börse presentation documents relating to the "Listing Platform". For this purpose, the Partner will provide a company logo in a standard EDP processing format to Deutsche Börse. 4.3 The Partner undertakes to make all reasonable and possible efforts to inform its clients of non-statutory capital market standards, such as the Corporate Governance Code and the Principles for the Allotment of Share Issues to Private Investors (Grundsätze für die Zuteilung von Aktienemissionen an Privatanleger), and to recommend adherence to such standards. 4.4 The Partner undertakes to make all reasonable and possible efforts to ensure that the Partner s staff develop and maintain a comprehensive professional knowledge of the "Listing Platform" to ensure the provision of high-quality advice to the Partner s clients. 4.5 The Partner undertakes to make all reasonable and possible efforts to provide suitable documents and information on the subject of "Listing Platform" to its clients.

4 Page 4 of 7 (5) Partner Logo and license 5.1 Deutsche Börse is proprietor of the German trademark shown in Appendix 1 (hereinafter referred to as "Partner Logo"). The Appendix forms an integral part of this Agreement. 5.2 Deutsche Börse, as licensor, grants the Partner (licensee) the non-exclusive and nontransferrable right to use the Partner Logo for the term of this Agreement. The Partner is only entitled to use the Partner Logo if he or she undertakes to use the Partner Logo exclusively within the framework of the contractually agreed cooperation. The Partner Logo identifies the Partner as official Deutsche Börse Listing Partner. 5.3 As licensor, Deutsche Börse is entitled to grant other Partners and licensees the right to use the Partner Logo. The Partner is not entitled to grant sub-licenses. 5.4 The Partner undertakes only to use the Partner Logo in the form shown in the Appendix. Every time the Partner Logo is used, reference must be made to the fact that it is a registered trademark of Deutsche Börse. This reference must always include the symbol and the text: " Registered trademark of Deutsche Börse AG". The above reference must be made at a suitable place in close proximity to the Partner Logo. 5.5 The Partner Logo may not be supplemented or otherwise modified or alienated by the addition of letters, digits, symbols, images or by way of changing its shape, colours or design, unless prior written consent has been obtained from Deutsche Börse. (6) Protection of Trademarks 6.1 Deutsche Börse undertakes to sustain the trademark on which the Partner Logo is based in the Federal Republic of Germany and to protect it against unauthorised third parties. The Partner does not have the independent right to protect the trademark. 6.2 If the Partner discovers that unauthorised third parties are infringing upon the trademark underlying the Partner Logo, then the Partner will notify Deutsche Börse AG of the same without delay. (7) Fees 7.1 The Partner is required to pay the following fees, plus VAT where applicable, for the services to be provided by Deutsche Börse as specified in this Agreement: a) a one-off admittance fee of EUR 10,000, and b) an annual fee of EUR 10, Deutsche Boerse agrees that the Partner needs not to pay the Ten-thousand-Euro Listing Partner Fee for the first twelve Months after the signing of this MOU. After twelve months the Partner will pay the fee. 7.3 The license is granted pursuant to clause 5 of this Agreement against a fee. The annual fee covers the license fee.

5 Page 5 of If one of the parties hereto gives notice to terminate this Agreement in accordance with clause 13, the paid fees will not be reimbursed in whole or part. (8) Copyright All rights of the Partner to documents, advertising materials and similar which have been made available to the Partner by Deutsche Börse remain exclusively with Deutsche Börse and are protected by copyright. This also applies to materials which are created at the instruction of or with the assistance of the Partner. (9) Liability, warranty 9.1 Deutsche Börse AG warrants that it is sole proprietor of the trademark underlying the Partner Logo, that it is entitled to all rights of use and that the utilisation of license rights does not infringe upon third party rights. 9.2 Deutsche Börse is excluded from the liability to perform or liability for damages for legal transactions by estoppel. The Partner undertakes to exempt Deutsche Börse in full from all such claims. 9.3 Deutsche Börse shall only pay compensation, on whatever legal ground (e.g. impairment of the performance of an obligation, tortious act) to the following extent: a) in cases of damages caused intentionally or by gross negligence Deutsche Börse shall have full liability; b) in cases of ordinary negligence, Deutsche Börse is only liable to pay compensation to the extent that damages are typical and foreseeable if a material contractual obligation or an obligation which is essential for achieving the purpose of this Agreement is placed at risk; the amount of compensation per year is restricted to 100 percent of the annual fee payable in accordance with this Agreement; c) this provision in no way affects statutory liability for loss of life, physical injury and harm to health and statutory liability pursuant to the product liability act; d) Deutsche Börse is exempted from all further liability; e) the above provisions apply mutatis mutandis, particularly the restriction in (b), if Deutsche Börse is required to reimburse expenses incurred in vain. (10) Confidentiality 10.1 The parties hereto irrevocably undertake to treat all knowledge, confidential information and trade secrets of the opposite party which are disclosed within the scope of this Agreement as confidential for an unlimited time.

6 Page 6 of The Partner undertakes to refrain from making documents which it receives from Deutsche Börse available to any unauthorised third party if they are not intended for onward distribution. Employees of the parties hereto who have access to such documents during working hours must be informed of Deutsche Börse's copyright and the duty to maintain confidentiality. (11) Publication The parties hereto consent to the public disclosure of the existence of this Agreement and other related information. This also applies in principle to the production of advertising materials. The consent may be revoked in writing to the other party at any time. (12) Term and termination of the Agreement 12.1 This Agreement enters into force upon its signature by both parties and expires on 31 December of any one year. It is automatically extended by one further year unless one of the parties hereto provides notice of termination of three months to the end of the year. The license is terminated automatically upon termination of the Agreement without notice from either party hereto being necessary The Agreement may be terminated without notice for good cause by either party. Good cause exists for termination on the part of Deutsche Börse if the Partner avails itself of its right of use of the Partner Logo (see clause 5) in a way that is in breach of the Agreement The Partner irrevocably undertakes, in the event that the Agreement is terminated by one party, to refrain from continuing to use the Partner Logo (see clause 5) and not to derive or assert any claims relating to naming law, corporate law, trademark law and/or competition law. The Partner also undertakes to return advertising materials which have been placed at the Partner s disposal by Deutsche Börse without delay Notice of termination must always be provided in writing. (13) Miscellaneous provisions 14.1 All changes and supplements to this Agreement must be made in writing. No verbal subsidiary agreements have been entered into This Agreement is governed by the laws of the Federal Republic of Germany Place of jurisdiction is Frankfurt am Main, Germany If any provision or provisions of this Agreement are or become void, or if a provision has been omitted from the Agreement, this shall not affect the validity of the remaining provisions hereto. The void provision(s) or omission(s) will be replaced by provisions that are suitable for the achievement of the intent and purpose of this Agreement.

7 Page 7 of 7 Frankfurt am Main, Germany,.... (date) (Deutsche Börse AG) (Deutsche Börse AG)...,... (place) (date) (Partner) (Partner)