Third Amendment to Joint Venture Agreement among Trans Cosmos, Inc., Primus Knowledge Solutions, Inc., and Primus Knowledge Solutions KK Japan

Summary

This amendment updates the joint venture agreement between Trans Cosmos, Inc., Primus Knowledge Solutions, Inc., and their joint venture company, Primus Knowledge Solutions KK Japan. The amendment specifies that Primus KK will have one statutory auditor, mutually agreed upon by Primus and TCI and appointed by TCI. It also requires Primus KK to ensure all necessary Japanese government approvals and proper corporate procedures are followed. All other terms of the original agreement remain unchanged.

EX-10.21 3 dex1021.txt THIRD AMENDMENT TO JOINT VENTURE AGREEMENT EXHIBIT 10.21 THIRD AMENDMENT TO JOINT VENTURE AGREEMENT This Third Amendment to the Joint Venture Agreement ("Third Amendment") is made and entered into as of August 9, 2001 by and among Trans Cosmos, Inc., a Japanese corporation ("TCI"), Primus Knowledge Solutions, Inc., a corporation organized under the laws of the State of Washington, U.S.A. ("Primus"), and Primus Knowledge Solutions KK Japan, a Primus/TCI joint venture company organized under the laws of Japan as a kabushiki kaisha ("Primus KK"). BACKGROUND Primus and TCI established Primus KK under a Joint Venture Agreement ("JVA") dated November 16, 1995. Primus, TCI and Primus KK subsequently amended the terms and conditions of the JVA on September 25, 1997 (the "First Amendment") and again on July 17, 2000 (the "Second Amendment"). Primus and TCI now wish to amend the JVA as follows: AMENDMENT 1. Statutory Auditor. Article 5 of the JVA is amended to provide that Primus KK ----------------- shall have one (1) statutory auditor as mutually agreed by Primus and TCI in writing and appointed by TCI in compliance with such agreement. 2. Documentation and Procedures. Primus KK shall ensure that all necessary ---------------------------- Japanese governmental approvals and filings have been obtained and that the proper corporate governance procedures have been followed in order to effectuate this Third Amendment. 3. Effect of Amendment. All references to the subject matter of Article 5 of the ------------------- JVA in the First and Second Amendments shall be construed in a manner consistent with Section 1 of this Third Amendment. Except as expressly amended by this Third Amendment, and the First and Second Amendments, all other terms and conditions of the JVA shall remain unaltered and in full force and effect. 4. Governing Language. This Third Amendment is executed in the English language ------------------ which version shall control for all purposes. This Third Amendment shall take effect immediately on the date first set forth above. PRIMUS KNOWLEDGE SOLUTIONS, INC. TRANS COSMOS, INC. By: /s/ Michael A. Brochu By: /s/ Yasuki Matsumoto Print: Michael A. Brochu Print: Yasuki Matsumoto Title: President and CEO Title: Executive Vice President PRIMUS KNOWLEDGE SOLUTIONS KK JAPAN By: /s/ Masahiro Sasaki Print: Masahiro Sasaki Title: CEO & President