Article 4 Other conditions under which access is granted

A person with proprietary rights to a benchmark shall set the conditions for licensing agreements and make them available to CCPs and trading venues upon request free of charge. The conditions shall include the following:

1. (a)

   the scope of use and content of information for each use under the licensing agreements, clearly identifying in each case confidential information;

2. (b)

   the conditions for redistribution, if allowed, of information by CCPs and trading venues;

3. (c)

   the technical requirements for the delivery of the service;

4. (d)

   the fees and the conditions for paying them;

5. (e)

   the conditions under which the agreement expires taking into consideration the lifespan of financial instruments that reference the benchmark;

6. (f)

   the contingency circumstances and the relevant measures to regulate the continuation, transitional periods and interruption of the service during a contingency period, which:

   1. (i)

      allow for termination in an orderly manner;

   2. (ii)

      ensure that termination is not triggered by minor breaches of the contract and that the relevant party is given a reasonable amount of time to remedy any breach that does not give rise to immediate termination;

7. (g)

   the governing law and allocation of liabilities.

The licensing agreement shall require that CCPs, trading venues and persons with proprietary rights to a benchmark establish adequate policies, procedures and systems to ensure the following:

1. (a)

   implementation of the service without undue delay according to a prearranged schedule;

2. (b)

   keeping up to date all information provided by the parties throughout the duration of the access arrangement, including information that could have a reputational impact;

3. (c)

   a communication channel between the parties that is timely, reliable and secure during the lifetime of the licence agreement;

4. (d)

   consultation where any change to either entity's operations is likely to have a material impact on the licence agreement or on the risks to which the other entity is exposed and notification within a reasonable notice period before any change to either entity's operation is implemented;

5. (e)

   the provision of information and the relevant instructions to transmit and use it through the technical means agreed;

6. (f)

   the provision of up-to-date information to persons with proprietary rights to a benchmark regarding the redistribution, if allowed, of information to clearing members of CCPs and members or participants of trading venues;

7. (g)

   resolution of disputes and termination of the agreement occurs in an orderly manner according to the identified circumstances.