Confidential Materials omitted and filed separately with the Securities andExchange Commission. Asterisks denote omissions.

Exhibit 10.21

Confidential Materials omitted and filed separately with the

Securities and Exchange Commission. Asterisks denote omissions.

3RD AMENDMENT TO THE SERVICES AGREEMENT BETWEEN BOTTOMLINE TECHNOLOGIES, INC. AND BANK OF AMERICA, N.A.
Supplier Name:		Bottomline Technologies, Inc.		Agreement Number:		CW136262
Supplier Address:		325 Corporate Drive Portsmouth, NH 03801 United States		Addendum Number:
Supplier Telephone:		1 ###-###-####		Addendum Effective Date:		February 1, 2011

This Amendment, made and entered into this 1^st day of February, 2011 by and between BOTTOMLINE TECHNOLOGIES, INC. (hereinafter referred to as “Tech”) and BANK OF AMERICA, N.A. (hereinafter referred to as “Bank”).

WITNESSETH:

WHEREAS, Tech, as a subcontractor of the Bank, currently provides PayMode Processing Services to Bank Customers pursuant to the Services Agreement (CW 136262) (the “Agreement”);

WHEREAS, Bank currently has a contractual relationship with [**] pursuant to which [**] as part of the PayMode Processing Services known as PayMode Plus;

WHEREAS, Tech is rebranding the PayMode Processing Services known as PayMode Plus to PayMode-X Plus;

WHEREAS, Tech is entering into a contractual relationship with [**] pursuant to which [**] as part of PayMode-X Plus;

WHEREAS, the parties desire to amend Schedule A of the Services Agreement to reflect the rebranding, amend Schedule D of the Services Agreement to add Service Fees applicable to [**] as part of PayMode-X Plus, and amend Section 16.3 of the Services Agreement and acknowledge [**] as a Subcontractor of Tech;

NOW, THEREFORE, in consideration of the premises hereof and the mutual benefits to be derived hereby, the Addendum is hereby amended by adding the following provisions as follows:

The second row of the table titled “Processing Services” is amended replaced with the following:

The title of Section C is hereby amended to “Paymode-X Plus”.

A new sub-section “e.” as set forth below is hereby added.

Paymode-X Plus for Check Print payments can be viewed using the same disbursement reports as used for Paymode-X payments, for those clients opting Paymode-X User Interface Reporting functionality.

A new Section “11” as set forth below is hereby added to Schedule D (Service Fees).

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For each Customer listed on Exhibit A to this Amendment (each a “Custom Pricing Customer”), the pricing for certain services associated with the Customer in Exhibit A will prevail over the pricing set forth in this Section, for those specific services only.

D. Service Level Agreements: Tech agrees to work with the Bank to modify Services Agreement (CW 136262) sections III B, IV, V, VII and Attachment I to define reasonable and mutually agreeable service level metrics for the Paymode-X for Check Print solution prior to the end of the first contract year. Bank and Tech agree that existing service levels defined in the Services Agreement (CW 136262) Schedule B, Sections I, II, III A and VI will apply

Bank hereby consents to Tech engaging [**] as a Subcontractor to perform at least a portion of PayMode-X [**].

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The last sentence of Section 16.3 is amended to “Tech shall require all Subcontractors, as a condition to their engagement, to agree to be bound by provisions substantially the same as those in Sections entitled “Tech Personnel,” “Insurance,” “Confidentiality,” “PayMode Data Security,” “Audit”, and “Business Continuity,” and to comply with the terms of the BAA, as amended.”

Tech acknowledges compliance with Section 16.3, as amended, with the following exceptions which are hereby approved by Bank:

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A new section 14.5 and 14.6 is added as follows to establish special limitations on liability for liability arising out of actions or omissions of [**]:

G. Inconsistencies: In the event of any inconsistencies in the terms of the Services Agreement and this Amendment, the terms of this Amendment shall control with respect to the provisions set out herein.

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H. All Other Provisions: Except as to the terms amended by this Amendment, all other terms and conditions of the Services Agreement are declared by the parties to be in full force and effect, and except as otherwise provided in this Amendment, all defined terms used in this Amendment shall have the meanings set forth for such terms in the Services Agreement.

IN WITNESS WHEREOF, the parties have caused this Amendment to be executed by their duly authorized representatives this 28th day of February 2011.

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Exhibit A

Custom Pricing Customers and Fees

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