1. Definitions

"Gem" means Gem Soup LLC, a limited liability company registered in the State of New York.

"Member" means an individual or legal entity that has signed a Gem Soup Membership Agreement.

FpML is the Financial Products Markup Language, a standard for e-commerce in OTC Financial Derivatives, owned and controlled by ISDA.

Community Source is a software distribution model in which members of a community are licensed to receive and modify source code of a product and to share their modifications within the licensed community. It is distinguished from Open Source and Free Source models by the need to pay a fee to enter the community and license the software, and the ability to develop commercial derivative works.

Open Source is a software distribution model in which members of the public may receive and modify source code of a product and to share their modifications to the public, frequently with other licensing requirements designed to keep the software and its derivatives "non-commercial".

Asset classes are collections of financial products that share key characteristics, typically the underlying/reference asset type and the type of contract. For the purposes of this document, we will define the following asset classes:

Interest Rate Swaps - Swaps and Forward Rate Agreements as defined by FpML 3.0, IR Examples 1-8 and 27.

Interest Rate Options - Caps, Floors, Swaptions, and Swaps with Extension/Cancellation provisions as defined by FpML3.0, IR Examples 9-23.

Foreign Exchange - FX spot, forward and swap transactions, and OTC FX options, as defined by FpML 3.0, FX Examples 1-21.

Equity Options - Vanilla and Exotic OTC equity options as described in FpML 3.0 and 4.0.

Credit Swaps - Credit Default Swaps as described in FpML 4.0.

Energy Derivatives - Energy swaps and options (including caps, floors, and possibly swaptions but excluding any exotic options) as described by the output of the FpML Energy working group currently being initiated.

"Software Product" means a collection of software (in source or executable form) and documentation as developed and distributed in a single project or work area in the Gem collaboration environment.

"High Volume Trading Organization" means an organization whose average daily trading in a particular asset class exceeds a predetermined threshold. These thresholds are as follows:

Interest Rate Swaps < 1 trade/day.

Interest Rate Options < 1 trade/day.

FX products < 10 trades/day.

Equity options < 2 trades/day.

Credit default swaps < 1 trade/day

"Low Volume Trading Organization" means an organization whose average daily trading n a particular asset class does not exceed the above thresholds.

2. Purpose

Gem Soup LLC provides support services for software used in the financial industry. Under this agreement, Gem Soup will provide services to Member, and Member will compensate Gem Soup for these services.

3. Scope of Agreement

This Membership Agreement covers the following Software Products, Asset Classes, Legal Entities, and Applications.

Software Products

[list of software products - one or more of]

. GemDelta

. GemConnect

. GemCheck

GemScribe

GemConvert

GemVault

All Gem Products

Asset Classes

[list of assset classes - one or more of]

Interest Rate Swaps

Interest Rate Options

FX Products

Equity Options

Credit Default Swaps

Covered Affiliates

[List of the Member's applicable affiliated entities]

Applications

This agreement covers all applications or uses of the defined Software Products within the defined Asset Classes for the identified Legal Entities.

4. Initiation of Membership

Membership begins with written acceptance of this agreement by the member. Initial membership fees will be invoiced on receipt of the agreement. During the Trial Period (the first 90 days of membership), a member may cancel membership and receive a full refund. In this case the Gem Soup Community License becomes void and the member must cease to use the covered software and delete all copies.

5. Termination of Membership

Members may terminate membership with 30 days' written notice. After the initial trial period, no refund will be made for fees that have been collected.

If a member is found to be in breach of the membership agreement or of the Gem Soup Community License agreement, Gem Soup will provide written notice and may terminate membership with 15 days' written notice, if the member has not cured the breach. No refund will be made for fees that have been collected.

Membership may also terminate due to non-payment of membership fees (see below).

6. Member Rights

Member rights are defined by the applicable member level definition. [See attached]

[ ] Diamond Level

[ ] Emerald Level

[ ] Ruby Level

[ ] Onyx Level

7. Member Responsibilities

Failure to comply with any of the below responsibilities shall constitute a breach of the membership agreement.

Responsibility to comply with Community License Agreement

Member has the responsibility to use the software only as permitted by the Gem Soup Community License Agreement, and only as covered by the membership agreement scope.

Responsibility to report problems

If the member becomes aware that the covered software exhibits defects in operation relative to its stated or documented behavior, the member has the responsibility to report this defect using the Gem Soup collaboration environment defect tracking system, and if requested to provide reasonable assistance in reproducing this problem.

8. Pricing and Payment Terms

For the specified services, the annual fee is: $[based on scope of coverage].

Membership runs from Jan. 1 to Dec. 31. Services are invoiced annually, in December. Payment is due by Jan. 31; failure to pay will constitute termination of the agreement, and Gem Soup will revoke services. In the event that a member joins mid-year, the member will be invoiced for a full year's service, and the amount corresponding to the number of quarters elapsed in the current year will be credited against the following year's invoice.

Members may purchase additional support services, beyond the amount specified in the membership agreement, at $1500 USD/day for services that contribute to the community source products, and for a negotiated amount for services that are proprietary to the Member firm.

9. Incentives

Member [ ] shall be/ [ ] shall not be eligible to participate in the contribution incentive system. The contribution incentive system awards contributors points based on the number and significance of the contributions made during the membership period, following on a standardized scoring mechanism [to be] developed by Gem Soup in its sole discretion and available for review [Web link to be provided]. A percentage of license fees paid intra-year and for renewals by "Emerald" and "Ruby" members is allocated to the incentive pool. The incentives are then allocated in proportion to the contribution score to the contributors in the form of credits (for Gold members) and in cash compensation (for Onyx members), at the beginning of the following membership year.

10. Limitation of Liability

Gem Soup's liability (including that of its employees, agents, or representatives), to Member (either directly or as a third party defendant in any action or proceeding) for any claim arising out of or relating to this Agreement (including, without limitation, maintenance and support) shall be limited to the amount of fees paid by the Member to Gem Soup under this Agreement within one year preceding the date Member contends its claim arose. In no event shall Gem Soup be liable for any loss of data, loss of profits, cost of cover, or any other special, incidental, consequential, indirect or punitive damages, however caused and regardless of theory of liability. This limitation will apply even if Gem Soup has been advised of, or is aware of, the possibility of such damages.

11. Warranty

Gem Soup specifically disclaims all implied warranties, including but not limited to, the implied warranties of merchantability and fitness for a particular purpose. Except as otherwise provided in this Agreement, any written materials by Gem Soup, or information on Gem Soup's company web site, shall be for informational purposes only and, whether delivered or disseminated before or after the date of this Agreement, shall not create any express or implied warranties, guaranty of performance, or contractual obligations.

12. Miscellaneous

12.1 Independent Contractor.

The relationship of GEM SOUP and Member under this Agreement is that of independent contractors and not partners, joint venturers, or co-owners as
participants. Neither party has authority to contract or bind the other.

12.2. Notices.

Any notice hereunder shall be in writing and shall be given by registered, certified or Express mail, or reliable overnight courier (such as FedEX)
addressed to the addresses in this Agreement, or by facsimile. Notice shall be deemed to be given upon the earlier of actual receipt or three (3) days after it has been sent, properly addressed and with postage prepaid. Either party may change its address for notice by means of notice to the other party given in accordance with this Section.

12.3. Assignment.

Member may not assign this Agreement, in whole or in part, either voluntarily or by operation of law, and any attempt to do so shall be void and a default of this Agreement.

12.4. Governing Law and Forum.

This Agreement shall be governed and interpreted according to the internal laws of the State of New York, excluding choice of law provisions. For all disputes arising out of or related to this Agreement or Service Orders, the parties irrevocably consent to the exclusive jurisdiction of the Supreme Court of New York County and the United States District Court for the Southern District of New York. ALL SUCH ACTIONS WILL BE TRIED BY THE COURT SITTING WITHOUT A JURY AND THE PARTIES IRREVOCABLY WAIVE THEIR RIGHTS TO TRIAL BY JURY. Member"s address for purposes of service of process shall be the address designated for notices in this Agreement. In connection with all actions in which GEM SOUP is awarded amounts due from Member, GEM SOUP shall be awarded (either in that action or by way of a separate action) its costs and expenses of litigation (including reasonable attorneys" fees), through trial and appeal.

12.5. Advertising.

GEM SOUP may include Member"s name information in listings of GEM SOUP Members for the purpose of promoting the use of the Services by Members generally. GEM SOUP will not use Member"s name or other identifying information in any other advertising or promotional materials, without the prior written consent of Member, which may not be unreasonably withheld.

12.6. Indemnification.

Member shall defend, indemnify, and hold harmless GEM SOUP from and against all liabilities, judgments, claims, damages, settlements, expenses and costs (including reasonable attorneys" fees and litigation expenses) arising out of or relating to any breach of this Agreement by Member. Member and GEM SOUP will promptly notify each other upon receipt of any third party claim or legal action arising out of or relating to this Agreement.

12.7. Entire Agreement and Waiver.

This Agreement, constitutes the entire agreement
between GEM SOUP and Member with respect to the subject matter hereof. All prior agreements, representations, and statements with respect to such subject matter are superseded. Any failure of either party to exercise or enforce its rights under this Agreement shall not act as a waiver of subsequent breaches.

12.8. Severability.

In the event any provisions of this Agreement is determined to be unenforceable in full, that provision will be enforced to the maximum extent permissible under applicable law, and the other provisions of this Agreement will remain in full force and effect.

12.9. Non-Solicitation.

During the term of this Agreement and for a period of one (1) year thereafter, Member shall not solicit or hire the services of any employee or subcontractor of GEM SOUP without the prior written consent of GEM SOUP.


12.11. Release of Information.

GEM SOUP will fully cooperate with law enforcement and regulatory authorities in criminal or fraud investigations.

12.11. Protection of Data.

Gem Soup will not be responsible for the protection of proprietary business data, including but not limited to transaction descriptions, product templates, etc. Members are advised to "scrub" (by replacing references to legitimate business entities with references to example entities) sample data, defect examples, etc., particularly when these are based on production data, to eliminate the possibility of breach of confidentiality. Any business data submitted to Gem Soup which appears to be non-scrubbed will be scrubbed prior to incorporation into sample repositories and test cases.

Member: _____________________________

By: _____________________________

Name: _____________________________

Title: _____________________________

Date: _____________________________

Gem Soup: _____________________________

By: _____________________________

Name: _____________________________

Title: _____________________________

Date: _____________________________

Full-Access ("Diamond") Member Rights

Right of Use

Member has the right to use the defined software product for the defined asset class or classes, in the defined legal entity/ies or sub-organizations. The member may use this product for any application or purpose compatible with the previous sentence, for any size of trading operation. The member may receive any release, upgrade, or patch of this product made available during its membership period. This license is perpetual, i.e. the member may continue to use software obtained during its membership period after its membership period concludes so long as it is not in breach of the Community License Agreement or this Membership Agreement.

Right of Software Access

Member has the right to view development versions of the software product, including functional and design specifications, work in process code, build and test results, and alpha versions, including all contributions made by other members to the central repository, during the membership period. Member will have one collaboration environment read/write account allocated to a user of its choice, with access to product versions, task lists, defect lists, interim versions of the software, etc.

Right to Contribute

Member has the right to contribute software, including enhancements, changes, defect corrections, and test cases, to the central repository, using the member's collaboration environment account.

Right to Monitor Contributions

Member has the right to participate in product management meetings and online discussions and votes. Member has the right to vote on whether to accept contributions and on the priority of addressing issues. Each member's vote will be equal, and Gem Soup will also have one vote.

Right to Assign Resources

Member will have the right to participate in periodic product management meetings and online work management to vote on defect/enhancement priorities, assign their own staff to work on problems, and allocate the member's dedicated support effort to specific problems.

Support and Training Rights

Member will have the right to obtain "Diamond" level support for the product. This will include:

24 x 5 telephone support for "general release" products used in production applications.

7 AM-7 PM ET telephone support for all product versions.

E-mail support, with less than 1 business day turnaround.

A defined [[reference where they will be defined]] number of support hours by Gem Soup, to be allocated by the member.

Right to be rewarded for Contributions

Members will have the right to participate in the contribution incentive program, during the period while they are "Diamond" members. This program rewards contributing firms a share of the license fees generated from "Emerald" and "Ruby" members during the membership period. Details of this program are available [here], may not be changed without advance written notice, and may not be changed during a membership period without approval of all "Diamond" members.

All contributions are subject to the Gem Soup Community License Agreement (GSCL).

Redistribution rights

Member will have redistribution rights for Gem Soup products if so agreed in a writing between the Member and Gem Soup.

Unlimited Use ("Emerald") Member Rights

Right of Use

Member has the right to use the defined software product for the defined asset class or classes, in the defined legal entity/ies or sub-organizations. The member may use this product for any application or purpose compatible with the previous sentence, for any size of trading operation. The member may receive general releases, upgrade, or patches of this product made available during its membership period. This license is perpetual, i.e. the member may continue to use software obtained during its membership period after its membership period concludes so long as it is not in breach of the Community License Agreement or this Membership Agreement.

Right of Software Access

Member has the right to access "beta" and "general release" versions of the software, in both source code and executable form. Member has the right to view defect lists, and to contribute defects.

Right to Assign Resources

Member has the right to "vote" on the priority of resolving defects. Member has the right to allocate the support hours allocated to the member.

Support and Training Rights

Member will have the right to obtain "Emerald" level support for the product. This will include:

7 AM-7 PM ET telephone support for all product versions.

E-mail support, with less than 1 business day turnaround.

A defined [[reference]] number of support hours by Gem Soup, to be allocated by the member.

Executable-only, limited use ("Ruby") Member Rights

Right of Use

Member has the right to use the defined software product for the defined asset class or classes, in the defined legal entity/ies or sub-organizations. The member may use this product for any application or purpose compatible with the previous sentence, for low volume trading operation. The member may receive general releases, upgrade, or patches of this product made available during its membership period. This license is perpetual, i.e. the member may continue to use software obtained during its membership period after its membership period concludes so long as it is not in breach of the Community License Agreement or this Membership Agreement.

Right of Software Access

Member has the right to access "beta" and "general release" versions of the software, in executable form. Member has the right to view defect lists, and to contribute defects.

Right to Assign Resources

Member has the right to "vote" on the priority of resolving defects. Member has the right to allocate the support hours allocated to the member.

Support and Training Rights

Member will have the right to obtain "Ruby" level support for the product. This will include:

E-mail support, with less than 1 week turnaround.

A defined number of support hours by Gem Soup, to be allocated by the member.