Amended And Restated Software License Agreement

Exhibit 10.14.1


Confidential Treatment Requested by CBOT Holdings, Inc.


EXECUTION

AMENDED AND RESTATED

SOFTWARE LICENSE AGREEMENT

This Amended and Restated Software License Agreement (this " Agreement" ), dated as of August 3, 2004, is among LIFFE ADMINISTRATION AND MANAGEMENT, a company incorporated in England and Wales (" LIFFE" ), and BOARD OF TRADE OF THE CITY OF CHICAGO, INC., a Delaware corporation (the " CBOT" ). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed thereto in Section 1 .


RECITALS


A. LIFFE has devised and developed an automated derivatives trading and order matching system known as " LIFFE CONNECTae" to facilitate the trading of certain securities, futures, and options contracts.

B. LIFFE and the CBOT have heretofore entered into a Software License Agreement dated as of January 10, 2003 (the " Original SLA" and January 10, 2003, the " Original SLA Effective Date" ), whereby LIFFE agreed to license to the CBOT the right (a) to use and/or access certain software components of the LIFFE CONNECT system, any Upgrades as LIFFE may provide pursuant to the Managed Services Agreement, and any software that may be developed or provided by LIFFE pursuant to the Development Services Agreement and/or the Managed Services Agreement; and (b) to sublicense the right to use and/or access the API and/or other Interfaces to CBOT Members, Independent Software Vendors, Quote Vendors, and other Persons wishing to participate in the CBOT Electronic Exchange.


C. LIFFE and the CBOT also entered into a Development Services Agreement, dated as of March 5, 2003 (the " Development Services Agreement" ), whereby LIFFE agreed to provide to the CBOT a variety of services supporting the creation and implementation of LIFFE CONNECT as a platform for the CBOT Electronic Exchange.


D. As of May 13, 2003, LIFFE and the CBOT entered into a Managed Services Agreement (the " Original MSA" ), pursuant to which LIFFE has agreed to provide to the CBOT a variety of information technology, operational, and other services supporting the ongoing operation of LIFFE CONNECT as a platform for the CBOT Electronic Exchange.

E. LIFFE and the CBOT further entered into a Relocation Services Agreement, dated as of August 15, 2003 (the " Relocation Services Agreement" ), whereby LIFFE has agreed to establish a LIFFE data centre in a specified location in Chicago, Illinois and, commencing upon a yet to be determined date, to provide to the CBOT a variety of additional services supporting the creation, implementation and future operation of such data centre.


F. Subsequent to the execution of the agreements described above, the CBOT requested that LIFFE (i) permit the CBOT to utilize the Trading System to host electronic trading of certain derivatives products listed by one or more of the Minneapolis Grain Exchange, The Board of Trade of Kansas City, Missouri, Inc. and Winnipeg Commodity Exchange Inc., a wholly owned subsidiary of WCE Holdings Inc. (each, a " Hosted Exchange" and, collectively, the " Hosted Exchanges" ); and (ii) provide to the CBOT various services in relation to such hosting (the " Hosting Arrangement" ).

CONFIDENTIAL INFORMATION REDACTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

OMITTED PORTIONS INDICATED BY [**].

Confidential Treatment Requested by CBOT Holdings, Inc.

G. Furthermore, as of April 23, 2004, LIFFE and the CBOT entered into Amendment No. 1 to the Software License Agreement, pursuant to which the CBOT is permitted to offer [**], futures and options on futures for trading via the Licensed Technology (the " [**] Arrangement" ) .


H. To accommodate the Hosting Arrangement, incorporate into the main body of such document the terms of Amendment No. 1 to the Software License Agreement, and to effect other amendments to the Original SLA agreed by LIFFE and the CBOT, LIFFE and the CBOT desire to amend and restate the Original SLA on the terms and conditions set forth in this Agreement.


I. As of the Amendment Effective Date, LIFFE and the CBOT are additionally entering into an Amended and Restated Managed Services Agreement (the " Managed Services Agreement" ) to accommodate the Hosting Arrangement and effect additional amendments to the Original MSA agreed by LIFFE and the CBOT.

J. This Agreement is supplemental to and shall be read in conjunction with the Managed Services Agreement and, to the extent applicable, the Development Services Agreement and the Relocation Services Agreement.


In consideration of the recitals and the mutual covenants and agreements hereinafter set forth, the Parties hereto (each a " Party" and collectively the " Parties" ) agree as follows:


AGREEMENT 1. Definitions

In this Agreement, the following expressions shall mean, respectively:


" AAA" shall have the meaning set forth in Section 20.3 .

" AAA Rules" shall have the meaning set forth in Section 20.3 .


" Affiliate" means any Person that, directly or indirectly, controls, is controlled by or is under common control with a specified Person.

" Agreement" shall have the meaning set forth above.


" Amendment Effective Date" shall mean August 3, 2004.

" Amendment No. 7" shall have the meaning set forth in Section 25 .


" API" means the LIFFE CONNECT application programming interface from a Trading Application to the Trading Host.


" Arbitration Fees" shall have the meaning set forth in Section 20.3.7 .

" Auditor" shall have the meaning set forth in Section 3.2.2.2 .


" [**] Arrangement" shall have the meaning set forth in Recital G above.

CONFIDENTIAL INFORMATION REDACTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

OMITTED PORTIONS INDICATED BY [**].


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Confidential Treatment Requested by CBOT Holdings, Inc.

" [**] Arrangement Effective Date" means April 23, 2004.


" [**] Royalty" shall have the meaning set forth in Schedule I, Part 3.


" [**] Termination" shall have the meaning set forth in Section 13.4 .


" Bug Fixes" means any patch or other changes or modifications created for the primary purpose of remedying a defect in the Software.


" Business Day" means any calendar day other than any Saturday, Sunday, U.S. bank holiday, and U.K. public or bank holiday.


" CBOT [**] Market Data" means any representation that conveys, either directly or indirectly, information and data pertaining to CBOT [**] Products traded on the CBOT Trading Facility, including, but not limited to, market prices of such futures or options on futures, trade prices, opening and closing price ranges, high-low prices, settlement prices, estimated and actual contract volume, information regarding market activity including exchange for physical transactions and other off-exchange trades, best bid, best offer, the size of the best bid or best offer or a discrete number of best bids and best offers then pending on the CBOT Trading Facility, along with the corresponding size of each bid and offer.

" CBOT [**] Products" means [**] futures and options on futures listed on the CBOT Electronic Exchange and/or on the CBOT Open Outcry Facility.


" CBOT [**] Trading Fees" means fees for the provision of trade matching services in respect of trades of CBOT [**] Products matched on the CBOT Trading Facility. CBOT [**] Trading Fees do not include:


(a) [**];


(b) [**]; or

(c) [**]:

(i) [**],

(ii) [**],

(iii) [**] or

(iv) [**].


" CBOT [**] Trading Fee Revenue" means the CBOT [**] Trading Fees received by the CBOT, [**] with respect to (a) trades of CBOT [**] Products matched on the CBOT Trading Facility and/or (b) the CBOT [**] Trading Fees, as applicable. CBOT [**] Trading Fee Revenue shall not be less than [**].


CONFIDENTIAL INFORMATION REDACTED AND FILED SEPARATELY

WITH THE SECURITIES AND EXCHANGE COMMISSION.

OMITTED PORTIONS INDICATED BY [**].


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Confidential Treatment Requested by CBOT Holdings, Inc.

" CBOT Controlled Sites" means those locations comprising the CBOT' s Premises and premises owned or controlled by any Market Participant (including any Hosted Exchange and any Hosted Exchange Participants).

" CBOT Electronic Exchange" means the electronic facility for the trading of (a) derivatives products listed from time to time by the CBOT in its capacity as a derivatives exchange, and (b) Hosted Products.


" CBOT Indemnitees" shall have the meaning set forth in Section 18.1 .


" CBOT Market Data" means any representation that conveys, either directly or indirectly, information and data pertaining to futures and/or options traded on the CBOT Electronic Exchange, including, but not limited to, market prices of such futures or options, opening and closing price ranges, high-low prices, settlement prices, estimated and actual contract volume, information regarding market activity including exchange for physical transactions, best bid, best offer, the size of the best bid or best offer or a discrete number of best bids and best offers then pending on the CBOT Electronic Exchange along with the corresponding size of each bid and offer.

" CBOT Member" means any Person authorized by the CBOT to trade on the CBOT Electronic Exchange, excluding any Hosted Exchange Member who is not authorized by the CBOT to trade CBOT Products.

" CBOT Open Outcry Facility" means the open outcry facility for the trading of derivatives products listed from time to time by the CBOT in its capacity as a derivatives exchange.


" CBOT Parties" shall have the meaning set forth in Section 18.2(b) .


" CBOT' s Premises" means those locations owned or controlled by the CBOT, including such locations used by the CBOT for disaster recovery for CBOT Technology.


" CBOT Products" means those products, other than Hosted Products, listed on the CBOT Electronic Exchange.

" CBOT Property" shall have the meaning set forth in Section 14.2 .


" CBOT Technology" means, collectively, (a) any software or equipment (other than Equipment) or other technology that is (i) owned by the CBOT, (ii) licensed to the CBOT by a Person other than LIFFE, or (iii) used by a clearing organization to process or clear contracts traded on the CBOT Electronic Exchange and neither owned by LIFFE nor licensed to LIFFE or any Person acting on LIFFE' s behalf; and (b) any Hosted Exchange Technology.

" CBOT Trading Facility" means, collectively, the CBOT Electronic Exchange and the CBOT Open Outcry Facility, as applicable.

" CFTC" means the United States Commodity Futures Trading Commission.


" Change Control Procedures" shall have the meaning ascribed thereto in the Managed Services Agreement.


CONFIDENTIAL INFORMATION REDACTED AND FILED SEPARATELY

WITH THE SECURITIES AND EXCHANGE COMMISSION. OMITTED PORTIONS INDICATED BY [**].


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Confidential Treatment Requested by CBOT Holdings, Inc.

" Change Request" shall have the meaning ascribed thereto in the Managed Services Agreement.


" Claim" shall have the meaning set forth in Section 18.1 .


" Clearing Fees" means those fees assessed in respect of the provision of clearing services.


" Closing Date" shall have the meaning set forth in Section 6.7 .


" Confidential Information" shall have the meaning set forth in Section 15.1 .

" Connection Services Charges" shall have the meaning ascribed thereto in the Managed Services Agreement.

" Contractor" shall have the meaning set forth in the Interface Sublicense Agreement.


" Control" or " control" means the possession, direct or indirect, of fifty percent (50%) or more of the equity interests of another Person or the power otherwise to direct or cause the direction of the management and policies of such other Person, whether through ownership of voting securities, by contract or otherwise.


" Core Network" shall have the meaning ascribed thereto in the Managed Services Agreement.


" Delegate" means a Person who has leased a CBOT membership from a CBOT Member in accordance with CBOT rules and is thereby subject to the transaction fees applicable to Delegates with respect to the CBOT mini-Eurodollar futures contract.


" Development Services Agreement" shall have the meaning set forth in Recital C above.


" Development Services Deliverables" means any software and/or documentation provided to the CBOT by LIFFE pursuant to any Development Services Agreement, which software and/or documentation has been accepted by the CBOT pursuant to the terms of such Development Services Agreement.


" Disputes" shall have the meaning set forth in Section 20.1 .


" Documentation" means, collectively, the operating manuals, user instructions, technical literature, and other documentation supplied by LIFFE to the CBOT and/or any Hosted Exchange or Market Participant for purposes of assisting use of and/or access to the Software, including such documentation set forth in Part 2 of Schedule A .


" [**] Contract" means that [**] futures contract described by the specifications attached hereto as Schedule J , as such specifications may be amended or modified from time to time by the CBOT in its discretion.


" Electronic Volume" shall have the meaning set forth in Paragraph 4.1(a) of Schedule I .


" Equipment" means the computer hardware, including processors, memory, discs, screens, printers, routers, and hubs, to be used with the Software, as provided in accordance with either the


CONFIDENTIAL INFORMATION REDACTED AND FILED SEPARATELY

WITH THE SECURITIES AND EXCHANGE COMMISSION.

OMITTED PORTIONS INDICATED BY [**].


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Confidential Treatment Requested by CBOT Holdings, Inc.

Managed Services Agreement, the Development Services Agreement, or the Relocation Services Agreement.


" Escrow Agreement" shall have the meaning set forth in Section 8 .


" eSpeed" means eSpeed, Inc., a corporation organized and existing under the laws of the State of Delaware, having a place of business at 299 Park Avenue, 29 th Floor, New York, New York 10171-0002.


" eSpeed Covenants" means Attachment A to the letter agreement between the CBOT and eSpeed dated January 7, 2004, a copy of which is attached as Schedule K hereto.


" Euronext.liffe Exchanges" means, collectively, the market administered by LIFFE and all other derivatives trading markets comprised in the Euronext N.V. Group of Companies as of the Original SLA Effective Date.


" Euronext N.V. Group of Companies" means, collectively, Euronext N.V., a company organized under the laws of the Netherlands, and all Affiliates of Euronext N.V.

" Exchange For Physical Transactions" means the futures component of certain off-exchange transactions which

(a) with respect to LIFFE, are referred to as basis trades and are described in Euronext.liffe Trading Procedures 4.2 and, with respect to CBOT, are described in CBOT Regulation 444.01(c), (d) or (f); and

(b) are (i) submitted by a clearing member to the relevant Party or its clearing organization as such; (ii) processed by the relevant Party or its clearing organization as such; and (iii) cleared by the relevant clearing organization as such.


" Exclusive Hosted Exchange Participant" means a Hosted Exchange Participant who is not authorized by the CBOT to trade CBOT Products.


" Exclusivity Period" shall have the meaning set forth in Section 3.4.


" Fees" shall have the meaning set forth in Section 10.1 .

" First Renewal Term" shall have the meaning set forth in Paragraph 2.1 of Schedule I .


" Force Majeure Event" means any cause beyond a Party' s reasonable control, including, but not limited to, any flood, riot, fire, judicial or governmental action, and labor disputes.


" Go Live Date" means November 23, 2003.


" Guaranty" shall have the meaning set forth in Section 25 .

" HE Acquisition" shall have the meaning set forth in Section 6.7 .


CONFIDENTIAL INFORMATION REDACTED AND FILED SEPARATELY

WITH THE SECURITIES AND EXCHANGE COMMISSION.

OMITTED PORTIONS INDICATED BY [**].


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Confidential Treatment Requested by CBOT Holdings, Inc.

" HE Acquisition Date" shall have the meaning set forth in Section 6.7 .


" Holdings" shall have the meaning set forth in Section 25 .


" Hosted Exchange" and " Hosted Exchanges" shall have the meanings set forth in Recital F above.


" Hosted Exchange Member" means any Person authorized by a Hosted Exchange to trade Hosted Products via the CBOT Electronic Exchange.


" Hosted Exchange Participant" means any Hosted Exchange Member, ISV, QV, clearing organization or other Person who participates in, accesses or obtains information from a Hosted Exchange via an Interface with the Equipment. For the avoidance of doubt, (a) unless otherwise specified by the Parties in writing, that clearing organization designated by a Hosted Exchange is not a Hosted Exchange Participant; and (b) a Person who interfaces with CBOT Technology, but does not interface with the Equipment via an Interface, is not a Hosted Exchange Participant.


" Hosted Exchange' s Premises" means any premises owned or controlled by any Hosted Exchange or any Exclusive Hosted Exchange Participant.


" Hosted Exchange Technology" means collectively, any software or equipment (other than Equipment) or other technology that is (a) owned by a Hosted Exchange, (b) licensed to a Hosted Exchange by a Person other than the CBOT or LIFFE, or (c) used by a clearing organization to process or clear Hosted Products and neither owned by the CBOT or LIFFE nor licensed to the CBOT or LIFFE or any Person acting on their behalf.

" Hosted Products" shall have the meaning set forth in Section 2.3 .


" Hosting Agreements" shall have the meaning set forth in Section 6.1 .

" Hosting Agreement Termination Notice" shall have the meaning set forth in Section 6.3(c) .


" Hosting Arrangement" shall have the meaning set forth in Recital F above.


" Hosting Fees" shall have the meaning set forth in Paragraph 4.1 of Schedule I .


" Hosting Go Live Date" means, with respect to each Hosted Exchange, the date on which the Hosted Products of such Hosted Exchange are first made available for trading on the CBOT Electronic Exchange.

" Hosting Services" means those services to be provided to a Hosted Exchange by or on behalf of the CBOT in respect of hosting the electronic trading of Hosted Products via the CBOT Electronic Exchange pursuant to a Hosting Agreement.

" Hosting Transition Period" shall have the meaning set forth in Section 6.6.1 .


" HTP Fees" shall have the meaning set forth in Section 6.6.2 .

" ICDR" shall have the meaning set forth in Section 20.3 .


CONFIDENTIAL INFORMATION REDACTED AND FILED SEPARATELY

WITH THE SECURITIES AND EXCHANGE COMMISSION.

OMITTED PORTIONS INDICATED BY [**].


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Confidential Treatment Requested by CBOT Holdings, Inc.

" Independent Software Vendors" and " ISVs" mean those independent software providers who develop systems via which access to the Trading Host may be achieved.


" Initial Term" shall have the meaning set forth in Section 11.1 .

" Interface Sublicense Agreement" shall have the meaning set forth in Section 5.1 .


" Interface Sublicense and Connection Agreement" means an Interface Sublicense and Connection Agreement which encompasses, without limitation, the Interface Sublicense Agreement and is entered into by the CBOT and one or more Market Participants ( excluding Hosted Exchanges), as such agreement may be amended from time to time (subject to Section 5.1 ).


" Interfaces" means, collectively, the following components of the Software: API, Trade Data Interface, Audit Data Interface, Standing Data Interface, Market Data Interface, and Miscellaneous File Transfer Interface.

" License" shall have the meaning set forth in Section 2 .


" License Fee" means the fee for the License, as specified in Schedule I .


" Licensed Technology" means, collectively, (a) the object code versions of the Software and (b) the Documentation.


" LIFFE [**] Market Data" means any representation that conveys, either directly or indirectly, information and data pertaining to LIFFE [**] Products traded on the LIFFE Market, including, but not limited to, market prices of such futures or options on futures, trade prices, opening and closing price ranges, high-low prices, settlement prices, estimated and actual contract volume, information regarding market activity including exchange for physical transactions and other off-exchange trades, best bid, best offer, the size of the best bid or best offer or a discrete number of best bids and best offers then pending on the LIFFE Market, along with the corresponding size of each bid and offer.

" LIFFE [**] Products" means [**] futures and options on futures listed on the LIFFE Market.


" LIFFE [**] Trading Fees" means fees for the provision of trade matching services in respect of trades of LIFFE [**] Products matched on the LIFFE Market. LIFFE [**] Trading Fees do not include: [**]


" LIFFE [**] Trading Fee Revenue" means LIFFE [**] Trading Fees received by LIFFE, [**] with respect to (a) trades of LIFFE [**] Products matched on the LIFFE Market and/or (b) the LIFFE [**] Trading Fees. LIFFE [**] Trading Fee Revenue shall not be less than zero.


" LIFFE CONNECT" means the electronic trading platform which is proprietary to LIFFE, as such trading platform may be modified from time to time.

" LIFFE Indemnitees" shall have the meaning set forth in Section 18.2 .


" LIFFE Market" means the markets administered by LIFFE or an Affiliate of LIFFE.

CONFIDENTIAL INFORMATION REDACTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

OMITTED PORTIONS INDICATED BY [**].


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Confidential Treatment Requested by CBOT Holdings, Inc.

" LIFFE Property" shall have the meaning set forth in Section 14.1 .


" Location" means those premises where the Software listed in Part 1 of Schedule A is to be installed, as specified in Schedule B .


" Losses" shall have the meaning set forth in Section 18.1 .

" Malicious Code" means any computer virus, Trojan horse, worm, time bomb, or other similar code or hardware component designed to disrupt the operation of, permit unauthorized access to, erase, or modify the Licensed Technology or any operating system upon which the Licensed Technology is installed, excluding security keys or other disabling elements of any Software, which elements are designed to effect restrictions on the length of time during which any Software may be used or the number of persons who may use such Software.

" Managed Services Agreement" shall have the meaning set forth in Recital I above.


" Market Participant" means any CBOT Member, ISV, QV, clearing organization, Hosted Exchange, Hosted Exchange Participant or other Person who wishes to or does (as applicable) participate in, access, or obtain information from the CBOT Electronic Exchange via an Interface with the Equipment. For the avoidance of doubt, (a) unless otherwise specified by the Parties in writing, that clearing organization designated by the CBOT or a Hosted Exchange is not a Market Participant; and (b) a Person who interfaces with the CBOT Technology, but does not interface with the Equipment via an Interface, is not a Market Participant.


" Media" means the media on which the Software and the Documentation are recorded or printed, as provided by LIFFE to the CBOT.


" Minimum Quarterly Payment" shall have the meaning set forth in Paragraph 4.2(a) of Schedule I .


" Non-Restricted Documentation" means all Documentation other than Restricted Documentation, including the Documentation identified in Part 2(a) of Schedule A .


" [**]" shall have the meaning set forth in Section 3.2.2.2 .


" [**]" shall have the meaning set forth in Section 3.3.1 .


" Original License" shall have the meaning set forth in Part 1 of Schedule I .


" Original MSA" shall have the meaning set forth in Recital D above.


" Original SLA" shall have the meaning set forth in Recital B above.

" Original SLA Effective Date" shall mean January 10, 2003.

" Out of Pocket Expenses" shall have the meaning set forth in Section 10.1 .


" OYP" shall have the meaning set forth in Paragraph 4.1(a) of Schedule I .

CONFIDENTIAL INFORMATION REDACTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

OMITTED PORTIONS INDICATED BY [**].


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" Party" and " Parties" shall have the meanings set forth above.


" Person" means an individual or a partnership, corporation, limited liability company, trust, joint venture, joint stock company, association, unincorporated organization, government agency or political subdivision thereof, or other entity.

" Products Outside CBOT Field of Use" means (a) all products listed in Schedule C (which list comprises (i) products that are already listed by one or more of the Euronext.liffe Exchanges and (ii) products that, as of 25 October 2002, one or more of the Euronext.liffe Exchanges has publicly announced that it intends to launch, excluding Dollar Swap futures and options), excluding the [**] Contract to the extent that the [**] Contract is deemed to be a [**] futures contract; (b) subject to Section 3.2.2 , Eurodollar futures and options; and (c) all security futures (including options on security futures) products other than : (x) futures and options on futures based on narrow based indices; (y) futures and options on futures based on Dow Jones exchange traded funds; and (z) futures and options on futures based on exchange traded funds, which funds are based upon fixed income securities and other non-equity securities.


" Products Within CBOT Exclusive Field of Use" means all products listed in Schedule D (which list comprises (a) products that are already listed by the CBOT and (b) products that, as of 25 October 2002, the CBOT has publicly announced that it intends to launch, excluding Dollar Swap futures and options).


" Products Within CBOT Non-Exclusive Field of Use" means all futures and options (including (i) the CBOT' s existing U.S. $500,000 notional value Eurodollar futures contract, as described in Section 3.2.2 , and (ii) the [**] Contract) other than (a) Products Outside CBOT Field of Use and (b) Products Within CBOT Exclusive Field of Use.

" Quote Vendors" and " QVs" mean those vendors who receive and disseminate, or wish to receive and disseminate, CBOT Market Data via an Interface with the Equipment.


" Reduced Rate" shall have the meaning set forth in Paragraph 4.2(b) of Schedule I .


" Registration Statement" shall have the meaning set forth in Section 25 .


" Relationship Manager" means that individual responsible on behalf of LIFFE or the CBOT, as applicable, for the day to day management of the relationship between LIFFE and the CBOT.

" Relocation Services Agreement" shall have the meaning set forth in Recital E above.


" Renewal Term" shall have the meaning set forth in Section 11.2 .


" Restricted Documentation" means Documentation that is designated by LIFFE as " LIFFE Restricted" or otherwise specified by LIFFE to be restricted, including the Document ...