Engagement Letter Addendum B to License Agreement between ClearCommerce Corp. and Cardservice International (March 5, 1999)

Summary

This agreement is between ClearCommerce Corporation and Cardservice International. It outlines ClearCommerce's development of electronic check processing features for Cardservice's Virtual LinkPoint and LinkPoint HTML products. The agreement specifies the scope of services, payment terms, and that any changes must be agreed upon in writing. The services are provided on a time and materials basis, with costs and estimates detailed in the agreement. This addendum is incorporated into the existing License and Service Agreement and supersedes conflicting terms for the specified products.

EX-10.7.2 7 0007.txt LICENSE AGREEMENT ADDENDUM B EXHIBIT 10.7.2 1 Engagement Letter March 5, 1999 Mr. Bruce Shirey Cardservice International 4227 Sunrise Blvd. Fair Oaks, CA 95628 Re: Engagement Letter (EL) - License Agreement Addendum B Dear Bruce, We are pleased to have the opportunity to provide our services to Cardservice International. This letter will document our agreement regarding the development of electronic check processing capability for Virtual LinkPoint and LinkPoint HTML. Scope of Services Beginning on February 8th, 1999, ClearCommerce Corp. initiated development of electronic check processing capabilities for both the Virtual LinkPoint and LinkPoint HTML products along with other system components developed previously for Cardservice International (CSI) by ClearCommerce Corp. (CCC). Attachment A, Software Requirements Specification, documents the specifications for electronic check processing. The implementation plan for developing electronic check capabilities is described in Attachment B, CSI Check Processing Implementation Plan. Attachment A and B together comprise the Scope of Services. Any change in the specified Scope of Services must be mutually agreed upon by the parties in writing. ClearCommerce consent should be obtained if any change in Cardservice requirements, software or hardware will affect ClearCommerce's estimates. Cardservice agrees to pay for any unauthorized changes which affect estimates. Terms and Conditions These Services will be provided at the agreed rates stated in the License and Service Agreement between ClearCommerce Corp. and Cardservice's International signed on June 30/th/, 1998. Specifically, for features that CCC has planned for future enhancements to CCC's products, Cardservice will be billed at a rate of [*]. As discussed in Section 3.4 of this proposal, the estimated development effort for check processing is [*]. Based on the rates discussed above, the estimated cost of developing electronic check processing capability is [*], plus out-of-pocket expenses. Since approximately [*] of the total amount paid for the original development of the Virtual Linkpoint product was paid in advance of the development of electronic check processing (see Section 2, Background, for details), the estimated cost of developing check processing as currently defined will be reduced by that amount, resulting in net estimated cost of [*], plus out-of-pocket expenses. [*] Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. 1 This check processing feature is specifically excluded from the exclusivity benefits granted to CSI in the License Agreement Addendum A, dated December 31, 1998 per Section B.3. of that Addendum. The Services specified above are provided on a time and materials ("T&M") basis. The estimate provided above is to be used for your budgeting and ClearCommerce's resource scheduling purposes. The terms and conditions of this Engagement Letter (License Agreement Addendum B) are hereby incorporated into the License and Service agreement and its attachments ("License Agreement"), executed June 30, 1998, and becomes an addendum to the License Agreement. The terms of the License Agreement hereby apply to this Addendum B upon execution by CSI. Any terms specified herein that conflict with the terms of the License Agreement shall supersede the terms of the License Agreement, including the attachments. This Addendum B only applies to those products specified herein and to the extent noted. Should you have any questions or concerns about our proposal, please call me at ###-###-####. Sincerely, Johnny L. King Vice President Professional Services Execution of this Engagement Letter by the parties signifies the agreement of the parties to the terms set forth herein, with an execution date of the last signature below. CLEARCOMMERCE CORPORATION Cardservice International BY:_________________________ BY:_________________________ PRINTED PRINTED NAME:_______________________ NAME:_______________________ TITLE:______________________ TITLE:______________________ DATE:_______________________ DATE:_______________________ 2