First Amendment to MatchLogic Master Services Agreement Between MatchLogic, Inc. and Aristotle International, Inc.

Summary

This amendment updates the original services agreement between MatchLogic, Inc. and Aristotle International, Inc. It changes the contract term to 24 months and revises Aristotle's financial obligations, requiring them to purchase at least $5.5 million in services from MatchLogic within two years. Of this, $3.5 million must be for specific advertising and data products in the third quarter of 2000, including at least $1.6 million for targeted banner media. The amendment also modifies payment terms for certain services due by October 31, 2000.

EX-10.20 3 0003.txt AMENDMENT TO MATCHLOGIC MASTER SERVICE EXHIBIT 10.20 FIRST AMENDMENT TO MATCHLOGIC SERVICES AGREEMENT BETWEEN MATCHLOGIC, INC. AND ARISTOTLE INTERNATIONAL, INC. WHEREAS, MatchLogic, Inc., a Delaware corporation ("MatchLogic") and Aristotle International, Inc., a Delaware corporation ("Aristotle") are parties to that certain MatchLogic Master Services Agreement (the "Agreement") dated as of June 30, 2000; and WHEREAS, MatchLogic and Aristotle believe it to be in the best interest of both parties to amend certain terms of the Agreement; NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, and for other valuable consideration received by the parties, the following changes and modifications are hereby made to the Agreement, effective for all purposes as of June 30, 2000. 1. The first sentence of Section 9. Terms and Termination, is hereby deleted in its entirety and replaced with "Term. This Agreement will be effective upon the Effective Date and will remain in effect for a period of twenty-four (24) calendar months (the "Term") unless terminated sooner in - ----------- -- accordance with this Section 9." --------- 2. The first two sentences of Section 18, Aristotle's Financial Obligations, are deleted in their entirety and replaced with "Within twenty-four ----------- (24) calendar months following the Effective Date, Aristotle shall purchase from -- MatchLogic and MatchLogic shall provide to Aristotle, not less than Five Million ------------ Five Hundred Thousand Dollars ($5,500,000) of Services; however, not less than - ----------------------------- ---------- Three Million Five Hundred Thousand Dollars ($3,500,000) (the "Third Quarter - ------------------------------------------- ---------- Commitment") of such Services shall be targeted Ad Management or E-Mail Data Products (the "Specialized Services") and shall be purchased and paid for by Aristotle from MatchLogic in the fiscal quarter ending September 30, 2000 (the "Third Quarter"); provided, however, that not less than One Million Six Hundred ----------------------- Thousand Dollars ($1,600,000) of the Third Quarter Commitment shall be for - ---------------- ---------- targeted banner media (the "Media Purchase")." 3. The eighth sentence of Section 18, Aristotle's Financial Obligations, is amended as follows: the language "provided, however, that in such event, -------- ------- Aristotle shall pay MatchLogic Five Hundred Fifty Thousand Dollars ($550,000) on ----------------------------------- -------- or before October 31, 2000" is deleted in its entirety and replaced with "provided, however, that is such event, Aristotle shall purchase Five Hundred -------- ------- ------------ Fifty Thousand Dollars ($550,000) of Services on or before October 31, 2000." - ---------------------- -------- [Signature page follows] IN WITNESS WHEREOF, the parties have executed this First Amendment to the Agreement as of July 21, 2000. ARISTOTLE INTERNATIONAL, INC. MATCHLOGIC, INC. By: /s/ John Phillips By: /s/ illegible signature ------------------------------ ------------------------------ Name: John Phillips Name: Title: President Title: