Outsourcing Agreement for Figaro ASP Service Dated April 15, 2005

Exhibit 10.11


DATED

April 15

2005

(1) OMX SECURITIES SERVICES UK LLP

(2) INSTINET GLOBAL SERVICES LIMITED


OUTSOURCING AGREEMENT FIGARO ASP SERVICE


THIS AGREEMENT is made April 15, 2005


BETWEEN

(1) OMX SECURITIES SERVICES UK LLP (a Limited Liability Partnership) whose registered office address is at Canterbury House, 85 Newhall Street, Birmingham B3 1LH (" OMX" ); and

(2) INSTINET GLOBAL SERVICES LIMITED whose principal place of business is at 3 rd Floor, Commodity Quay, East Smithfield, London, E1W 1AZ (" Client" )

BACKGROUND

(A) OMX provides outsourcing, clearing, settlement and related services

(B) The Client provides brokerage services to its customers

(C) OMX has agreed to provide the Client Services to the Client on the terms set out in this Agreement


OPERATIVE PROVISIONS

1. DEFINITIONS

1.1 In this Agreement, the following expressions shall have the following meanings unless the context otherwise requires: " Acceptance Testing" The acceptance testing procedures in respect of the System (or any part thereof) contained or referred to in Clause 5" Acceptance Criteria" means the criteria for acceptance for each of the CISBOR Services and FR Services as set out in Schedule 2" Affiliate" means in relation to either the Client or OMX, a company which is a subsidiary or holding company of it, or any company which is a subsidiary of any such holding company, " holding company" and " subsidiary" having the meanings ascribed to them in section 736 Companies Act 1985" Agreed Rates" means the same as in the Professional Services Agreement" Back Office Software" those parts of the back office software of the System set out in Part B of Schedule 6 (and any modification, update or addition made available by OMX)


2 " Best Industry Practice" means the exercise of skill, diligence, prudence and foresight as would reasonably and ordinarily be expected from a skilled and experienced person exercising all due care and attention in seeking to comply with its contractual obligations and in compliance with all applicable laws and engaged in the same type of undertaking" Business Day" a day other than Saturday or Sunday or a public or bank holiday in England" Business Requirements" the business requirements of the Client and its Affiliates as set out in work order number 2005-003 signed between Instinet Europe Limited and OMX on 25th February 2005 pursuant to the Professional Services Agreement" Change Control Procedures" the procedure described in Schedule 8" Charges" the charges payable by Client, including but not limited to the Direct and Indirect Charges, pursuant to Schedule 3" CISBOR Service" means the CIS back office replacement service being that part of the Client Services which is intended by both parties to replace the in scope services being performed by the Client' s CIS system" CISBOR Transition Period" means the period of transition from CIS to Figaro in respect of the CISBOR Service as set out in Schedule 2" Client Data" means all data, information or text embodied in any electronic or tangible medium, and which are supplied or in respect of which access is granted to OMX by the Client and/or an Affiliate of the Client under this Agreement or is generated by OMX from such data, information or text during this Agreement in connection with the provision of the Services;" Client Services" those of the services set out in Schedule 3 which are identified in Schedule 3 as being provided by OMX under this Agreement and, as the same may be modified added to or replaced during the term of this Agreement" Client Service Levels" the levels to which the Client Services are to be provided to Client by OMX as set out in Schedule 5


3 " Commencement Date" the date of ' live' commencement of any of the Client Services after completion of the Implementation Services" Control" Control as defined by section 416 of the Income and Corporation Taxes Act 1988." Default" means in relation to either party any material breach of the obligations of that party (including but not limited to fundamental breach or breach of a fundamental term) or any material default, act, omission or negligence of that party, its employees, servants, agents, or subcontractors in connection with or in relation to the subject matter of this Agreement and in respect of which that party is liable to the other and also, in the relation to OMX' s obligations only, the failure of OMX to meet the Acceptance Criteria by the Transition Dates or such other dates as the Client has agreed with OMX in writing if so agreed;" Direct Charges" the charges payable by Client to OMX for the provision of Client Services as specified in Schedule 3" Direct Loss" has the meaning ascribed to it in Clause 7.4" Effective Date" the date written at the head of this Agreement, or, if none, the date of last signature of this Agreement" FR Service" means Fiscal replacement service meaning that part of the Client Services which is intended by both parties to replace the in scope services being performed by a third party system called Fiscal" FR Transition Period" means the period of transition from the Fiscal system to the Figaro system in respect of providing the FR Service as set out in Schedule 2" FSA" The Financial Services Authority" FSMA" The Financial Services and Markets Act 2000" Force Majeure" in relation to either party, circumstances beyond the reasonable control of that party, including, without limitation, acts of God, acts of governmental or supra-national authority, outbreak of hostilities, national emergency, an act of terrorism, riots, civil commotion, fire, explosion, flood, epidemic, lock outs (whether or not by that party), strikes and other industrial disputes, (in each case, whether or not relating to that party' s workforce)


4 " Front Office Software" those parts of the front office software of the System set out in Part A of Schedule 6 (and any modification, update or addition made available by OMX)" Implementation Services" the implementation services as set out in the Professional Services Agreement, Work Orders and Schedule 1" Indirect Charges" any charges or disbursements payable by Client to OMX for the benefit of a third party as specified in Schedule 3" Initial Period" the period commencing as set out in Schedule 1" Intellectual Property Rights" all intellectual property rights, howsoever, arising and in whatever media, whether or not registered, including (without limitation) copyright, patents, trademarks, website marks, trade names, registered designs and any applications for the protection or registration of these rights" OMX Software" the software products identified as OMX software in Part' s A, B and C of Schedule 6 and any other software products, other than Third Party Software, which are supplied by OMX under this Agreement, together with any software modules or interfaces which are created by OMX (which may include modules or interfaces which work in conjunction with Third Party Software)" Point of Connection" in the context of the provision of the Services to the Client, the point at which Client' s facilities connect to the System in order to complete the communications path necessary for Client to receive the Services. For Clients whom OMX agree may connect using the internet, the Point of Connection will be the junction between the System and the internet. For Clients whom OMX agree may connect using a leased line, the Point of Connection will be the junction between the System and Client' s router at the end of the leased line" Project Plan" the plan and timetable for the provision of the Implementation Services as set out in Schedule 2" Professional Services Agreement" The Professional Services Agreement entered into between Instinet Europe Limited and OMX dated 14 th January 2005 and the provisions from time to time of that Agreement


5 " Regulatory Requirements" means all relevant regulatory requirements to which the Client is subject in connection with the Services including, but not limited to, such requirements of the Financial Services Authority and the markets or exchanges upon which the Client and/or its Affiliates conduct trades within Europe and Asia" Representative" the person nominated by each party in accordance with clause 18" Services" collectively, the Implementation Services, the Support Services and the Client Services and as the same may be modified added to or replaced during the term of this Agreement" Site(s)" the address(es) set out in Schedule 1 and such further or alternative addresses as may be agreed between the parties, being the locations to or in respect of which the Services are to be provided by OMX to Client" Software" the Front Office Software, Back Office Software and Web Trading Software and Third Party Software" Software Documentation" means the same as in the Professional Services Agreement" System" the equipment, Software and infrastructure owned by or licensed to OMX used to provide the Services" Support Services" the support services to be provided to Client by OMX as set out in Schedule 7" Third Party Licence" written terms by which a third party licenses the use of the Third Party Software to Client" Third Party Software" the software products identified as third party software in Part D of Schedule 6 and any other software products which are licensed by a third party and which are supplied by OMX or are used by Client in relation to the Client Services under this Agreement" Transfer Date" means each of the dates upon which the services provided by Fiscal and CIS as at the date of this Agreement are to transfer over to Figaro as set out in Schedule 2


6 " Transition Period" means the FR Transition Period or the CISBOR Transition Period as applicable" Transition Plan" means the plan for transition from Fiscal to Figaro or the plan to transition from CIS to Figaro as applicable and as set out in Schedule 2" VAT" Value Added Tax" Web Trading Software" those parts of the online web trading software of the System set out in Part C in of Schedule 6 (and any modification update or addition made available by OMX)" Work Order" means the same as in the Professional Services Agreement

1.2 The index and headings to the clauses and Schedules of this Agreement shall not affect its construction.

1.3 Where the context so requires or admits, the masculine shall include the feminine and the neuter, and the singular shall include the plural and vice versa.

1.4 Any reference to " writing or cognate expressions" includes references to any communication effected by e- mail, facsimile or any comparable means.

1.5 Any reference in this Agreement to a clause or Schedule is a reference to a clause of or a Schedule to this Agreement and references to paragraphs are to paragraphs in the Schedule in which such paragraph appears.

1.6 The expression " person" means any individual, firm, company, incorporated association, partnership, limited liability partnership, government, state or agency of state, or joint venture.

1.7 Any reference to a statute or statutory provision shall be construed as a reference to the same as from time to time amended, consolidated, modified, extended, re-enacted, or replaced provided that in the case of amendments, consolidation, modification, extensions, re-enactments or replacements made after the date of this Agreement they shall not have effected a substantive change to that provision.

1.8 All amounts expressed in this Agreement as being payable by Client or OMX are expressed exclusive of any VAT which may be chargeable and which shall be paid in addition at the rate for the time being prescribed by law.

1.9 If there is a conflict:

1.9.1 Between the various documents forming part of this Agreement then those documents shall prevail over one another in the following order of priority: 1.9.1.1 Clause 1 to 39 (highest priority);


7 1.9.1.2 The Schedules;

1.9.1.3 Any other document expressly incorporated within this Agreement by virtue of a provision of this Agreement (lowest priority). 2. DURATION

This Agreement shall commence on the date hereof and shall (subject to the other provisions of this Agreement for early termination for cause or force majeure set out in clauses 5.4.2, 20 and 23) continue for the Initial Period, and thereafter until terminated by either party giving not less than twelve months' notice in writing to the other (any such notice to expire not earlier than the end of the Initial Period).

3. APPOINTMENT OF OMX

3.1 OMX agrees with effect from the date of this Agreement to carry out the Implementation Services and, subject to clause 5, with effect from the Commencement Date to supply the Client Services and the Support Services in accordance with the Client Service Levels and upon the terms and conditions of this Agreement, and in consideration of the payment of the Charges by Client. 3.2 All dates and times agreed by both parties, including those in the Project Plan are agreed by the parties in good faith. OMX will use all reasonable endeavours to ensure that the Services will be undertaken in accordance with this Agreement. Time shall not be of the essence unless otherwise specified elsewhere in this Agreement or a subsequently in a Work Order. 3.3 Subject to Clause 3.5 and Clause 4.2 if OMX is prevented or delayed from performing any of its obligations under this Agreement in a material way by reason of any material act, default or omission of Client and/or its agents and/or its employees and/or its subcontractors or a material failure by Client to comply in a timely manner with its obligations and responsibilities as set out in this Agreement then:

3.3.1 OMX shall notify any additional costs, expenses, liabilities whether under the terms of this Agreement or under the Professional Services Agreement or otherwise (" Additional Costs" ) to the extent that OMX has incurred or sustained such Additional Costs as a result of the material act omission or default of Client and/or its agents and/or its subcontractors and/or its employees and Client shall make payment of agreed Additional Costs to OMX within thirty (30) days of receipt of OMX' s invoice for the same; and

3.3.2 to the extent that OMX is not at fault, OMX shall not be in breach of any terms of this Agreement, which it might otherwise be in breach of but for this sub-clause and times for performance by OMX shall be extended by a reasonable period of time to the extent reasonably necessary.


8 3.4 Any additional services requested by the Client may be supplied by OMX under the provisions of the Professional Services Agreement or by amendment of this Agreement. As at the date of this Agreement it is acknowledged by the parties that the Professional Services Agreement and Work Orders under that Agreement has been executed between Instinet Europe Limited and OMX. The parties intend to novate the Professional Services Agreement to Instinet Global Services Limited but until such novation is formalised Instinet Global Services shall be able to claim the benefits and suffer the burdens of the Professional Services Agreement as if it were a party to that Agreement in place of Instinet Europe Limited.

3.5 Should Additional Costs be in dispute then such dispute will be resolved in accordance with Clause 33.

4. CLIENT RESPONSIBILITIES

4.1 Subject to the rest of this Clause 4, the Client shall carry out and/or be responsible for all those matters set out in Schedule 4. 4.2 In the event that OMX considers either that the Client is in breach of any obligations or that OMX is otherwise unable to perform any obligations as a result of any other act or relevant omission of the Client (in either case other than the due and proper performance by the Client of its obligations hereunder) OMX shall only be entitled to rely on such breach, act or relevant omission as relieving it from the performance of any of its obligations:

4.2.1 if OMX shall reasonably promptly after it becomes aware of the alleged breach, act or omission came to its attention have notified the Client in writing setting out in reasonable detail such breach, act or omission; and

4.2.2 to the extent that such breach, act or omission by the Client precludes or restricts performance by OMX of its obligations hereunder in the manner contemplated hereby.

5. IMPLEMENTATION SERVICES, ACCEPTANCE TESTING AND TRANSITION

5.1 The Implementation Services required in order to migrate Client to or set up Client with the Client Services shall be carried out by OMX in accordance with the Project Plan.

5.2 During each Transition Period OMX shall comply with the relevant Transition Plan set out in Schedule 2, time being of the essence. Each Transition Period shall end on the relevant Transfer Date if OMX:

5.2.1 has complied fully with all the relevant Acceptance Criteria set out in the relevant Transition Plan; or

5.2.2 the Client has agreed in writing that OMX has adequately demonstrated its capacity to deliver the Services in accordance with this Agreement to the Client' s reasonable satisfaction.


9 5.3 During the relevant Transition Period, the Client shall monitor and record OMX' s performance against the relevant Acceptance Criteria as set out in Schedule 2 and shall notify OMX if any such Acceptance Criteria have not been met in accordance with the relevant Transition Plan. OMX shall, at no additional cost, provide the Client with information and co-operation reasonably required by the Client for this purpose. On receipt of such notice OMX shall, at the earliest possible date and without prejudice to the Client' s other rights and remedies under this Agreement or otherwise, arrange all additional resources that are required to comply with the relevant Acceptance Criteria under this Agreement at no additional charge to the Client.

5.4 If in the Client' s reasonable opinion Clause 5.3 has not been complied with by OMX at the first date in the relevant Transition Plan that could be the applicable Transfer Date, then the Client shall have the right at its sole discretion but having consulted with OMX either to:

5.4.1 extend the relevant Transition Period for such period or periods as specified by the Client at its sole discretion during which period or periods OMX shall correct any faults or omissions which caused the failure to complete the relevant Transition Plan; or

5.4.2 terminate this Agreement forthwith by notice in writing to OMX

5.5 The Client shall have the right (at its sole discretion) upon the expiry of any extension of any Transition Period under Clause 5.4.1, where compliance or satisfaction has still not been given to the Client under Clause 5.2, to re-apply (at its sole discretion) any of the options set out in Clause 5.4.

5.6 Notwithstanding the provisions of this Clause 5 the Client shall not be entitled to exercise its rights to terminate this Agreement to the extent that the failure of OMX to meet the Acceptance Criteria within the relevant Transition Period is due to material, lack of cooperation by the Client or by relevant third parties not including any Affiliates of OMX. 5.7 The System (or any part thereof as in clause 5.4 below) or any New Release (as defined in Schedule 7) shall be deemed to be delivered when it has been delivered or made available to the Client in usable form in readiness for Acceptance Testing

5.8 Acceptance Testing must be performed by the Client within the period agreed in a Work Order or the Project Plan (including any New Release) or any part thereof which is reasonably capable of being subject to separate Acceptance Testing

5.9 Acceptance Testing shall take place in respect of the System (including any New Release) or any part thereof in accordance with the following procedures 5.9.1 The parties hereby agree plans for Acceptance Testing (" the Test Plans" ) including details of test scripts and data as set out in Schedule 2 or as shall be agreed in a Work Order

5.9.2 The Client must prepare suitable test data to allow Acceptance Testing to take place in accordance with the Test Plan. OMX will notify the Client of OMX' s reasonable requirements in respect of the test data.


10 5.9.3 The test data and test scripts shall be processed in accordance with the Test Plan and the Client shall at each stage or part of Acceptance Testing express in writing to OMX full and precise details of any failures or problems with the System of which it becomes actually aware.

5.9.4 If any such failures or problems prevent the Client from continuing with Acceptance Testing, OMX shall use all reasonable endeavours to correct such failures or problems as soon as reasonably practicable in order to allow for the completion of Acceptance Testing once such failures or problems have been corrected.

5.10 The System or any part thereof which is subject to separate Acceptance Testing shall be deemed to be accepted on the first to occur of the following: 5.10.1 completion of the Acceptance Testing including correction of failures or problems notified in writing to OMX (as detailed in Clause 5.9.3 above) with such correction having been communicated to the Client; or

5.10.2 the end of the specified period for Acceptance Testing without Acceptance Testing having been carried out by Client or without Client having expressed in writing to OMX any dissatisfaction in respect of the System; or

5.10.3 where OMX is precluded or unreasonably delayed by the Client from rectifying or correcting any failures or problems with the System; or 5.10.4 Client modifying or commencing live running of the whole or any part of the System

5.11 The Client shall on satisfactory completion of Acceptance Testing of the System or any part thereof which is subject to separate Acceptance Testing notify OMX in writing as soon as reasonably practicable as to the Client' s acceptance of the System.

5.12 The Client shall if reasonably required by OMX sign a formal acceptance certificate acknowledging satisfactory completion of Acceptance Testing in respect of the System or any part thereof which is subject to separate Acceptance Testing, the wording of such certificate to be agreed.

6. COMMENCEMENT OF CLIENT SERVICES AND SUPPORT SERVICES

6.1 Subject to Client' s acceptance of the System in accordance with Clause 5 the relevant Client Services will commence after completion of Acceptance Testing as specified in Clause 5 above on the relevant Transfer Dates and the Support Services will commence after completion of key staff training.

7. SERVICE LEVELS

7.1 OMX shall ensure that the Services are performed by employees or sub-contractors of OMX possessing suitable skills and experience. 7.2

OMX shall provide the Client Services and the Support Services to Client in accordance with the Client Service Levels and in accordance with Best Industry Practice. Save as otherwise


11

agreed in writing by the parties whether in this Agreement or otherwise, all other specifications, descriptive material, written or oral representations and all warranties and conditions relating to the Services whether express or implied by law, shall to the extent permitted by law, be excluded

7.3 OMX shall supply the Client with the Services to the Sites

7.4 Subject to the limitations set out in Clause 17.4, if the Services are not provided in accordance with this Agreement, then to the extent that such failure is caused by the Default of OMX, OMX shall be liable to the Client for the Client' s Direct Loss. For the purposes of this Clause 7.4 Direct Loss shall mean the reasonable costs of obtaining such services as are reasonably necessary so as to allow the Client and its Affiliates to conduct its business and the direct costs of delayed settlement (in each case arising as a direct result of OMX' s Default) and such costs shall include, but not be limited to, the fines, fees and penalties imposed on Client or on an Affiliate of Client by third parties, to the extent permitted by law.

8. SOFTWARE

8.1 In consideration of the charges set out in Schedule 3 Part B OMX grants to the Client a personal, non-exclusive and non-transferable licence to use and access the System only in connection with the provision of the Client Services by OMX to Client subject to the restrictions on the Client set out in this Agreement and in so far as such use is necessary or incidental to the Client receiving the full benefit of the Services.

8.1.1 The Client may grant permission in writing to its Affiliates to use and access the System through the Client' s infrastructure on the above basis only. The Client will give notice in writing to OMX as soon as reasonable practicable of any Affiliates (other than those set out in Schedule 1) to which it grants such permission.

8.1.2 The Client will be responsible for all connectivity issues in respect of Sites other than the Primary Site (as defined in Schedule 1). 8.1.3 Any material changes to the business profile of the Client or its requirements, usage by it (or its Affiliates) or volumes of trades (other than as currently envisaged in relation to the Services in Schedule 3 Part B) shall result in a review of the Charges, to dealt with under the Change Control Procedures

8.2 In relation to any Third Party Software where Third Party Software is accompanied by Third Party Licence Terms, it is licensed to Client by the third party on the terms of the Third Party Licence Terms and with any licence restrictions. In all other cases it is licensed to Client as per Clause 8.1.

8.3 In addition to any tasks or obligations expressly set out in the Schedules Client will:-

8.3.1 promptly notify OMX of any material use of the System in excess of any licence restrictions set out in this Clause 8.3 or Schedule 6. 8.3.2 use the System only in connection with the provision of the Client Services by OMX.


12 8.3.3 permit use of the System only by Client' s employees or contractors (or those of its Affiliates) who have been properly trained in the use of the Software.

8.3.4 not adapt, alter, amend, modify, reverse engineer, decompile, disassemble or decode the Software or translate the Software into another language or write or devise any program from the Software except as expressly permitted by law.

8.3.5 not transfer, sell, lease charge or otherwise deal in or encumber the Software

8.3.6 take reasonable steps to protect the confidential information and Intellectual Property Rights of OMX and/or third parties. 8.3.7 The System may only be used for its own or its Affiliates' business purposes for processing its own data and data belonging to its clients and those of its Affiliates but for no other purpose whatsoever. Use of the Software other than this shall only be permitted with OMX prior written consent and which may be also conditional upon applicable upgrade or other additional fees. Any required changes to the manner of use specified above shall be notified as soon as reasonably possible by the Client to OMX in writing

8.3.8 Except for access reasonably required by Clients auditors and regulators and use by its Affiliates as above, the Client shall not permit any third party to use the System nor use the System on behalf of or for the benefit of any third party in any way whatsoever, including any consulting, service-bureau, time sharing, rental or service of any other kind 8.3.9 The Client shall effect and maintain reasonable security measures to safeguard the System for access to or use by unauthorised persons and shall notify OMX as soon as reasonably practicable on becoming aware of any material unauthorised use of or access to the System

8.3.10 The Client shall permit OMX or subject to the Client' s reasonable business security requirements its authorised representative to inspect and have reasonable access to any premises and equipment where the System is used to ensure that the Client is complying with its obligations under this Agreement upon at least 7 days notice. Such access to equipment, may be where OMX requires, by remote means

8.3.11 The Client shall not nor shall it permit its Affiliates to misuse the System or allow the unauthorised use of the System by any third party. 8.4 OMX may modify the System and/or the functionality of the System or issue a new version or release as and when it considers necessary free of charge provided that:

8.4.1 the Client Services are not adversely affected; and

8.4.2 there is no disruption to Client' s business; and

8.4.3 OMX will use all reasonabl ...