Bill Payment Reseller Agreement [Amendment No. 2] - 范本

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Second Amendment *

This second amendment (the "Second Amendment") to the Bill Payment Reseller Agreement dated February 28, 2001 (the "Agreement") and the Amendment thereto dated October 5, 2001 (the "First Amendment") is entered into as of July 1, 2003 (the "Effective Date") by and between the undersigned parties, and does hereby alter, amend and modify the First Amendment and supersedes and takes precedence over any conflicting provisions contained in the First Amendment.

NOW THEREFORE, FOR GOOD AND VALUABLE CONSIDERATION, the receipt and sufficiency of which are hereby acknowledged, the undersigned parties agree as follows:

1. Section 1 of the First Amendment is hereby amended by deleting the third sentence ("Basic CSP Services" and "Total Bill Management" shall have the meaning set forth in Exhibit A hereto.")

2. Section 2 of the First Amendment is hereby amended by deleting the fourth sentence ("On or before April 1, 2002, Metavante and Reseller shall meet to review Exhibits A, B, and C including the CSP fees and CSP Performance Standards, and the parties shall mutually agree to reasonable amendments to Exhibits A, B, and C").

3. Section 4 (e) of the First Amendment is hereby deleted and completely replaced with the following:

(e) Metavante shall pay to Reseller payments totaling no more than***dollars*** upon the occurrence of certain conditions as follows:

	–		A payment in the amount of* dollars* at such time that Reseller shall have achieved*** "active" users of the CSP Services.
	–		A payment in the amount of* dollars* when Reseller achieves*** "active" users for the CSP Services.
	–		A payment in the amount of* dollars* in the event Metavante is unable to provide the CSP Services to Reseller by December 31, 2003.
	–		A payment in the amount of* dollars* in the event Metavante is unable to provide the CSP Services to Customers by March 31, 2004.

Payments shall be due and payable thirty (30) days following the occurrence of the applicable condition set forth above. Metavante shall also pay any collection fees (including reasonable attorneys’ fees) incurred by Reseller in collecting payment of the charges and any other amounts for which Metavante is liable under this Agreement. If Metavante fails to pay any amounts due under this Agreement, Metavante shall, upon demand, pay interest at the rate of 1.5% per month (but in no event higher than the highest interest rate permitted by law) on such delinquent amounts from their due date until the date of payment.

4. Section 13.4 of the Agreement is hereby replaced in its entirety and amended to read as follows:

"This Agreement may not be assigned by either party without the prior written consent of the other party, which consent shall not be unreasonably withheld. Notwithstanding the foregoing, this Agreement may be freely assigned to an Affiliate of the assigning party or to any Entity which is a successor to the assets or the business of the assigning party."

5. The following is hereby added to the First Amendment as Section 5:

"5. Competitive Bids. ***"

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