Exhibit 10.21


 


CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH
RESPECT TO CERTAIN PORTIONS OF THIS AGREEMENT. 
CONFIDENTIAL PORTIONS HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION.


 


MIVA/PSC Confidential


 


AMENDMENT NO. 1 TO


THE AGREEMENT AND WORK ORDER NO. 3


 


THIS AMENDMENT NO. 1 TO THE AGREEMENT AND WORK ORDER NO. 3
(this “Amendment”) is entered into effective as of September 1,
2008 (the “Amendment Effective Date”) by and between Customer, Inc.
(“Customer”) and Perot Systems Corporation (“Supplier”).


 


WHEREAS, effective May 11,
2007, Supplier and Customer entered into a Master Services Agreement (the “Master
Agreement”) and the following Statements of Work thereunder (each, a “SOW”):
(i) IT Infrastructure Statement of Work under which Supplier provides
information technology and related services, (ii) ADM Statement of Work
under which Supplier provides applications development and maintenance
services, (iii) F&A Statement of Work under which Supplier provides
finance and accounting-related business process services, and (iv) Media
Support Statement of Work under which Supplier provides business process
services related to Customer’s media and advertising “partners.”


 


WHEREAS,
effective November 26, 2007, Supplier and Customer entered into Work Order
No. 3 under the ADM Statement of Work (“Work Order 3”) describing
the services to be provided by Supplier in connection with the development and
implementation of applications to replace Customer’s existing, global Internet
advertising management systems (as described in Work Order 3, the “Transformation
Project”).


 


WHEREAS,
Customer has requested that Supplier change and eliminate various Services
provided under the Agreement in an effort to reduce the Charges.  Such changes include:  (i) the elimination of all Services
provided in support of Customer’s European operations to reflect the decreased
scope and scale of its European business, (ii) reduction of the number of
FTEs in the Applications Maintenance Pool, and (iii) termination of the
F&A Statement of Work and the assumption by Customer of Supplier’s
responsibilities thereunder.


 


WHEREAS,
Customer has requested that Supplier agree to certain changes in connection
with the Services provided by Supplier under Work Order No. 3 including
Customer assuming responsibility for the procurement, purchase, deployment,
installation, configuration and implementation of the Transformation Assets.


 


NOW,
THEREFORE, for good and valuable consideration, the Parties agree as follows:


 


1.                                      ELIMINATION OF SERVICES FOR OR IN
SUPPORT OF CUSTOMER’S NON-US OPERATIONS


 


1.1                             Services


 


(a)                                General.   As of the Amendment Effective Date, Supplier shall terminate and
discontinue all Services for or in support of operations of Customer or its
Affiliates outside the United States (the “Discontinued Non-US Services”).  Without limitation of the foregoing, the
Discontinued Non-US Services include:


 


[***] = Confidential
treatment requested for redacted portion; redacted portion has been filed
separately with the Securities and Exchange Commission.


 


1

















 


(i)                                   any services performed by Supplier personnel
from locations in the United Kingdom other than the database administration
services currently provided by ***(the “England FTEs”), each of which
shall continue to the extent in support of Customer’s US operations,


 


(ii)                                any services related to the de-commission,
un-installation, movement, maintenance or support of Customer Equipment,
Software or Systems outside the United States, and


 


(iii)                             Media support for European operations for
which Supplier***.


 


(b)                               Transition.  Supplier and Customer will reasonably cooperate in the orderly wind
down of the services, functions, responsibilities, tasks and operations
comprising the Discontinued Non-US Services. 
Within three days after the Amendment Effective Date, Customer shall
notify Supplier of any assistance it requires in connection with such
matters.  Supplier shall seek to provide
the same.  Any assistance shall be
provided subject to the availability of qualified Supplier resources.  Customer shall pay Supplier Charges for any
services provided to Customer or its Affiliates on a time-and-materials basis
at the following rates:


 


(i)                                   for services related to the IT Infrastructure
Statement of Work provided by the resource types identified in Attachment D7
of the “Charges” Schedule to the IT Infrastructure Statement of Work,
Supplier will charge Customer at the applicable “Standard Hourly Rates” set
forth therein;


 


(ii)                                for services related to the ADM Statement of
Work provided by the resource types identified in Attachment D4 of the “Charges”
Schedule to the ADM Statement of Work, Supplier will charge Customer at
the applicable “Standard Hourly Rates” 
set forth therein;


 


(iii)                             for services related to the Media Support
Statement of Work provided by the resource types identified in Attachment D1
of the “Charges” Schedule to the Media Support Statement of Work,
Supplier will charge Customer at the applicable “FTE Rates” set forth therein;
or


 


(iv)                            for all other such services, Supplier will
charge Customer at its standard commercial rates or such other rates as the
Parties agree.


 


1.2                               Service Levels.  As of the Amendment Effective Date, those Service Levels applicable to
the Discontinued Non-US Services set forth below are hereby terminated
including: ***.  Supplier shall not be
responsible for any Service Level Defaults caused by Customer’s decision to end
the Discontinued Non-US Services or the underlying changes made by Customer to
its business operations, except those Service Levels still in effect which are
unrelated to the Discontinued Non-U.S. Services.  Notwithstanding the foregoing, Supplier
agrees to continue ***, if requested to do so in writing by Customer within
three (3) Business Days of the Amendment Effective Date.


 


[***] = Confidential
treatment requested for redacted portion; redacted portion has been filed
separately with the Securities and Exchange Commission.


 


2

















 


1.3                               Base Charges.   As of the Amendment Effective Date, (a) the Baseline Service
Charges set forth in Attachment D4 to the “Charges” Schedule for
the IT Infrastructure Statement of Work and (b) the Base Charges set forth
in Attachment D4 to the “Charges” Schedule for the ADM Statement
of Work shall be adjusted as set forth in the respective Attachments to such
Statements of Work attached to this Amendment. 
The Base Charges set forth in Attachment D2 to the “Charges” Schedule
for the Media Support Statement of Work shall not be adjusted by virtue of this
Amendment.  However, effective September 1,
2008, Supplier shall no longer charge additional Base Charges for the ***
currently providing Services under the Media Support Statement of Work in
support of Customer’s European operations, unless Customer elects to continue
the use of such *** as set forth above.


 


1.4                               Resource Baselines.


 


(a)                                  IT Infrastructure Statement of Work.  Within thirty (30) days after
the Amendment Effective Date, Supplier shall complete an inventory or count (“Physical
Inventory”), of the Resource Units under the IT Infrastructure Statement of
Work, measured as of the Amendment Effective Date.  Upon completion of the Physical Inventory,
the Resource Baselines for such Resource Units shall be adjusted to reflect the
results of the inventory and the applicable Deadbands and Bands shall be
adjusted accordingly.  For clarity, (i) no ARCs or RRCs shall apply to any
difference between the number of Resource Units reflected in Attachment D1
to the IT Infrastructure Statement of Work and the number of Resource Units
determined by the Physical Inventory and (ii) the Baseline Service Charge
(as adjusted pursuant to Section 1.3) shall not be affected by the
Physical Inventory.


 


(b)                                 ADM and Media Support Statements of Work.  As of
the Amendment Effective Date, the baseline number of FTEs in the Applications
Maintenance Pool and the FTE Baseline for the Media Support Statement of Work
shall be adjusted as set forth in the Attachments D1 attached to this
Amendment.


 


1.5                             EU Personnel


 


(a)                                Each of Supplier, acting individually and on
behalf of Perot Systems Europe Limited (“Supplier Subsidiary”), and
Customer, acting individually and on behalf of MIVA (UK) Limited (“Customer
Subsidiary”), hereby agrees that Section 2.4 of the Local
Transfer Agreement shall continue to apply save that the Supplier Subsidiary
shall be permitted to ***.


 


(b)                                Indemnity. 
Customer shall indemnify and hold Supplier, Supplier Subsidiary and
other Supplier Indemnities harmless against all and any costs, expenses,
(including reasonably incurred legal fees) liabilities, damage, losses and
demands:


 


(i)                                     arising out of or relating to ***; or


 


[***] = Confidential treatment requested for redacted portion; redacted
portion has been filed separately with the Securities and Exchange Commission.


 


3

















 


(ii)                                as a result of Customer Subsidiary’s failure or alleged failure to
comply with its obligations under ***; or


 


(iii)                             by virtue of any substantial change made or proposed by Customer
Subsidiary in the ***; or


 


(iv)                            by virtue of the transfer of ***; or


 


(v)                               arising out of or relating to the ***


 


2.                                      REDUCTION OF THE NUMBER OF FTEs
IN THE APPLICATIONS MAINTENANCE POOL


 


2.1                               Services.


 


(a)                                General.  As
of the Amendment Effective Date, Supplier agrees to reduce the (i) FTEs in
the Applications Maintenance Pool and (ii) the “floors” or minimum
applicable to such FTEs (as described in Section 3.3(b) of the “Charges”
Schedule to the ADM Statement of Work), in each case as set forth in Attachment
D1 to the ADM Statement of Work attached to this Amendment. The Services
that are or would be performed by the FTEs to be removed by virtue of this Section
are referred to herein as the “Discontinued ADM Services.”


 


(b)                                Future Project Capability.  To
the extent that the reduction in the number of FTEs negatively impacts the
ability of Supplier to perform Projects within the Base Charges , the number of
Projects that will be chargeable is likely to increase.  As provided in Exhibit 11 to the
Master Agreement, Supplier shall not perform Project Services without the prior
written consent of Customer.


 


(c)                                Existing Projects/ Warranty Work. 
Customer acknowledges and agrees that, except for the *** and the
Transformation Project (to be completed in accordance with the terms of Work
Order 3), there are no existing, in-flight Projects related to the Discontinued
Non-U.S. Services.


 


(d)                                ADM Base Services.  Customer acknowledges and agrees that the reduction in the number of
FTEs may negatively impact the ability of Supplier to perform certain of the
Tasks described in Schedule A  of the ADM
Statement of Work and that, as a result of the reductions, some Tasks will not
be performed as part of the Base Services. 
As provided in Schedule A  of the ADM
Statement of Work, the Parties will use the program and project management
processes described in such Schedule to identify any Tasks that cannot be
performed by the existing FTEs.


 


2.2          Service Levels.  As of the Amendment Effective Date, the following Service Levels
applicable to the ADM Statement of Work are hereby terminated: ***.  For purposes of ***


 


[***] = Confidential treatment requested for redacted portion; redacted
portion has been filed separately with the Securities and Exchange Commission.


 


4

















 


2.3                               Baseline Charges.   As of the Amendment Effective Date, the Base Charges for the ADM
Statement of Work shall be adjusted as set forth in the Attachment D2
attached to this Amendment.


 


3.                                    TERMINATION OF F&A STATEMENT OF WORK


 


3.1                               Services.  Effective September 1, 2008, the F&A Statement of Work shall
be terminated.  The Services that are or
would be performed under the F&A Statement of Work are referred to herein
as the “Discontinued F&A Services”.


 


3.2                               Transition.  Supplier and Customer will reasonably cooperate in the orderly wind
down of the services, functions, responsibilities, tasks and operations
comprising the Discontinued F&A Services. 
Within three days after the Amendment Effective Date, Customer shall
notify Supplier of any assistance it requires in connection with such
matters.  Supplier shall seek to provide
the same.  Any such assistance shall be
provided subject to the availability of qualified Supplier resources.  Supplier shall not be required to cause its
personnel in India to travel outside the country as part of such
assistance.  Customer shall pay Supplier
Charges for any such services provided to Customer or its Affiliates on a
time-and-materials basis at the following rates:


 


(a)                                for services provided by the resource types
identified in Attachment D1 of the “Charges” Schedule to the
F&A Support Statement of Work, Supplier will charge Customer at the
applicable “FTE Rates” set forth therein; or


 


(b)                               for all other such services, Supplier will
charge Customer at its standard commercial rates or such other rates as the
Parties agree.


 


4.                                    CHANGES RELATED TO THE TRANSFORMATION PROJECT


 


4.1                               Transformation Assets.  Effective as of July 1, 2008,  Customer, not
Supplier, shall be responsible for the procurement, purchase, deployment,
installation, configuration and implementation of the Transformation
Assets.  Section 15(e) of
Work Order 3, and Section 4(b) of Annex 1A thereto, are
hereby terminated in their entirety.


 


Open Source Software.  Customer
agrees that the list of “Permitted Open Source Software” attached as Annex 3 to
Work Order 3 shall be expanded to include: ***


 


5.                                    TERMINATION CHARGES FOR THE DISCONTINUED
SERVICES


 


5.1                               Unrecovered Investments
Termination Charges, Financed Costs Termination Charges or Other Termination
Charges.   Supplier hereby waives, releases and forever
discharges Customer and its Affiliates from and against any and all Claims for ***.


 


5.2          Make Whole Costs


 


(a)                                General.  Customer shall reimburse Supplier for any costs
described in this Section 5.2 in connection with the Discontinued
Services (“Make Whole Costs”). 
Supplier shall use commercially reasonable efforts to minimize Make
Whole Costs.  Notwithstanding Section 6.4,
Supplier shall invoice Customer for Make Whole Costs as and when they are
incurred or become due, but Customer shall not be responsible for any such
expenses not identified within ninety (90) days after the Amendment Effective
Date.  Supplier will provide all
information reasonably requested by Customer in connection with the Make Whole
Costs including any updates with respect to the timing or amount thereof.


 


[***] = Confidential treatment requested for redacted portion; redacted
portion has been filed separately with the Securities and Exchange Commission.


 


5

















 


(b)                               Equipment.  Make
Whole Costs shall include the following for Cost Plus Assets and other
Equipment that Supplier uses exclusively for the provision of the Discontinued
Services and that Supplier is unable to redeploy or otherwise avoid.


 


(i)                                   Leased Equipment.  With
respect to such Equipment that is leased by Supplier, Make Whole Costs shall
consist of: (A) any termination or cancellation charges (or similar
amounts) that Supplier is contractually required to pay to a third party in
connection with the early termination of such lease, (B) subject to clause
(C), any non-cancelable charges that Supplier is contractually required to pay
to a third party during the remaining term of such lease; and (C) any
lease or other payments previously paid by Supplier under any Equipment leases
which are not fully amortized (on the basis regularly and consistently used by
Supplier for such items) as of the date that such Equipment leases are no
longer used in the provision of Discontinued Services.


 


(ii)                                Supplier Owned Equipment. With respect to such Equipment that is
owned by Supplier, Make Whole Costs shall consist of the net book value of such
Equipment as of the Amendment Effective Date (calculated using a straight-line
method over a period equal to the applicable asset useful life), whereupon
title to such Equipment shall be transferred to Customer pursuant to Section 12.5(a)
of the Master Agreement.


 


(c)                                Software and Other Third Party
Contracts.  Make Whole Costs shall include the following
for any Cost Plus Assets and other Supplier-Licensed Software or other Third
Party contract (other than any Equipment lease but including any Replacement
Agreements) that Supplier uses exclusively for the provision of the
Discontinued Services: (i) any termination or cancellation charges (or
similar amounts) that Supplier is contractually required to pay to a Third
Party in connection with the early termination of such lease, license or other
contract; (ii) subject to clause (iii), any non-cancelable charges that
Supplier is contractually required to pay to a third party during the remaining
term of such lease, license or other contract; and (iii) any lease,
license or other contract or other payments previously paid by Supplier under
the Third Party Contract which are not fully amortized (on the basis regularly
and consistently used by Supplier for such items) as of the date that such
Third Party Equipment leases are no longer used in the provision of
Discontinued Services.  Without
limitation of the foregoing, with respect to the invoices from *** that
Supplier currently pays and re-bills to Customer as a Pass-Through Charge,
Supplier shall deliver to Customer any invoices received after the Amendment
Effective Date and Customer shall pay such invoices directly to ***.


 


[***] = Confidential treatment requested for redacted portion; redacted
portion has been filed separately with the Securities and Exchange Commission.


 


6

















 


(i)                                     Supplier Employees.  ***


 


6.                                    OTHER AGREEMENT CHANGES


 


6.1                               Service Level Credits


 


(a)                                  Existing Service Level Credits.  Customer hereby waives,
releases and forever discharges Supplier and its Affiliates from and against
any and all Claims for Service Level Credits or for Losses arising from or
related to Service Level Defaults alleged to have occurred prior to the
Amendment Effective Date.


 


(b)                                 Future Service Level Credits.  In
no event shall Supplier be required to provide Service Level Credits to
Customer unless and until the aggregate amount of such Service Level Credits
for the month exceeds ***, in which case Supplier shall only be required to
provide the excess over such amount.  For
example, if the Service Level Credits that would otherwise be due were ***,
Supplier would be required to provide Customer with *** in Service Level
Credits.


 


6.2                               ***


 


6.3                               Termination Charges.  As of the Amendment Effective Date, the Termination Charges for each of
the IT Infrastructure Statement of Work, ADM Statement of Work and Media
Statement of Work shall be adjusted as set forth in the Schedules O
attached to this Amendment.


 


6.4                               Invoices.


 


(a)                                Timing.   Effective
October 1, 2008, Section 4.3(b) of the Master Agreement is
hereby revised to provide in its entirety:


 


All amounts due to Supplier and set forth on an invoice delivered
pursuant to paragraph (a) above and the applicable Statement of Work shall
be due and payable within ten (10) days of Customer’s receipt of such
invoice.   Any amounts not paid when due
will bear interest from the due date until paid at the lesser of (i) the
highest rate allowed by Law and (ii) one percent (1%) simple interest per
month, pro-rated for partial months.


 


Notwithstanding
the foregoing, (a) Supplier’s invoice for Charges for the month of August,
2008 shall be due on or before August 31, 2008 and (b) Supplier’s
invoice for Charges for the month of September, 2008 shall be due within 30
days after Customer’s receipt thereof.


 


(b)                                Currency and Invoiced/ Invoicing
Entity.  Notwithstanding Section 2.3 of
the “Charges” Schedules to the IT Infrastructure Statement of Work or
ADM Statement of Work or anything else to the contrary, effective August 1,
2008, all Charges and other amounts due Supplier under the Agreement will be
invoiced by Supplier in US Dollars and will be payable (in the currency in
which they are invoiced) directly by Customer.


 


[***] = Confidential treatment requested for redacted portion; redacted
portion has been filed separately with the Securities and Exchange Commission.


 


7

















 


6.5                             Disputed Charges.  Section 4.7(b)
of the Master Agreement is hereby revised to provide in its entirety:


 


If the total Charges then under dispute pursuant to this Section 4.7
exceed $***Customer shall pay the amount exceeding the $*** to Supplier under
protest.  All amounts determined through
the Dispute Resolution Procedures to be owed by one Party to the other Party
shall be paid or credited promptly upon resolution of the Dispute, together with
interest at the lesser of (i) the highest rate allowed by Law and (ii) one
percent (1%) simple interest per month, pro-rated for partial months.


 


6.6                             Cost Plus. 
Customer acknowledges and agrees that it has experienced a “Customer
Financial Condition Event” as defined in Section 6.4(c) of the “Charges”
Schedule to the IT Infrastructure Statement of Work.  Accordingly, as provided in that “Charges” Schedule,
Supplier may require, as a condition precedent to its obligations under the
Asset Allocation Matrix, that any Cost Plus Assets be procured as Other
Products and Services under Section 7 of such “Charges” Schedule
and paid for by Customer in advance of Supplier’s obtaining or agreeing to
obtain such Cost Plus Assets.  For
clarity, Supplier shall not have financial responsibility for the refresh of
any Customer Assets (whether before or after completion of the Transformation
Project) except where Supplier, in its sole discretion, agrees to procure the
refreshed items as Other Products and Services under Section 7 of
such “Charges” Schedule and Customer agrees to pay in advance of
Supplier’s obtaining or agreeing to obtain such items.


 


7.                                      ACKNOWLEDGEMENT OF ONGOING CUSTOMER PAYMENT
OBLIGATIONS


 


Nothing
in this Amendment shall affect Customer’s payment obligations with respect to
the Charges and other amounts invoiced by Supplier prior to the Amendment
Effective Date (“Outstanding Charges”). 
Customer shall pay such Outstanding Charges in accordance with Section 4.3
of the Master Agreement.  Except with
respect to invoices issued in connection with Work Order 3, Section 4.7
of the Master Agreement shall not apply with respect to the Outstanding
Charges.  Customer acknowledges and
agrees, and agrees not to challenge or contest (or to allow its Affiliates or
successors including any bankruptcy trustee, receiver or the equivalent to
challenge or contest, to the extent that Customer legally has such right), that
(a) Customer owes the Outstanding Charges to Supplier without set-off
counterclaim, set off or defense under the Agreement or otherwise, or (b) Customer
UK, and not Customer, is responsible for the Charges for the Discontinued
Services or that Customer’s obligations to pay Charges under the Agreement are
in any way affected by any bankruptcy, insolvency, receivership or similar
proceedings to which Customer UK is or may be a party.


 


8.                                      AMENDED PROVISIONS


 


Effective as of the dates specified in the table below, the following Exhibit and
Attachments to the Agreement are hereby stricken in their entirety and
replaced, respectively, with those attached to this Amendment:


 


[***] = Confidential treatment requested for redacted portion; redacted
portion has been filed separately with the Securities and Exchange Commission.


 


8

















 


	
  Master Agreement/

  Statement of Work

  	
   

  	
  Exhibit -

  Schedule/

  Attachment

  	
   

  	
  Name

  	
   

  	
  Amendment

  Section

  Reference

  
	
  Master Agreement

  	
   

  	
  Exhibit 6

  Exhibit 10

  	
   

  	
  Governance

  Form of Invoice

  	
   

  	
  None

  Section 6.4

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  IT Infrastructure

  	
   

  	
  Schedule D, Attachment D4

  	
   

  	
  Baseline Service Charges

  	
   

  	
  Section 1.3

  
	
   

  	
   

  	
  Schedule O

  	
   

  	
  Termination Charges

  	
   

  	
  Section 6.3

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ADM

  	
   

  	
  Schedule D, Attachment D1

  	
   

  	
  Resource Baselines

  	
   

  	
  Sections 1.4(b) and 2.1(a)

  
	
   

  	
   

  	
  Schedule D, Attachment D2

  	
   

  	
  Base Charges

  	
   

  	
  Sections 1.3 and 2.4

  
	
   

  	
   

  	
  Schedule O

  	
   

  	
  Termination Charges

  	
   

  	
  Section 6.3

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Media Support

  	
   

  	
  Schedule D, Attachment D1

  	
   

  	
  Resource Baselines

  	
   

  	
  Section 1.4(b)

  
	
   

  	
   

  	
  Schedule O

  	
   

  	
  Termination Charges

  	
   

  	
  Section 6.3

  



 


9.                                      MISCELLANEOUS


 


9.1                               No Waiver.  No
waiver or course of dealing shall be deemed to have occurred as a result of
this Amendment including with respect to Supplier’s right to receive
Termination Charges as specified in the Agreement.


 


9.2                               Due
Authorization.  This Amendment has been duly authorized, executed and delivered by each
of Customer and Supplier and constitutes a valid and binding agreement of it,
enforceable in accordance with its terms.


 


9.3                               Interpretation. 
Unless otherwise specified, capitalized terms used herein shall have the
respective meaning ascribed to each by the Agreement or Work Order 3 except as
otherwise expressly set forth in this Amendment.  The words “include” and “including” shall not
be construed as terms of limitation. 
Neither this Amendment nor any provision contained in this Amendment
will be interpreted in favor of or against any Party hereto because such Party
or its legal counsel drafted the Amendment or such provision.  The Parties hereby declare that the terms of
this Amendment have been completely read; and that each Party has discussed the
terms of this settlement with legal counsel of its choice and said terms are
fully understood and voluntarily accepted.


 


9.4                               Counterparts.  This Amendment may be executed by the Parties hereto in separate
counterparts, each of which when so executed and delivered shall be an
original, but all such counterparts shall together constitute one and the same
instrument. Each counterpart may consist of a number of copies hereof each
signed by less than all, but together signed by all of the Parties hereto.


 


9.5                               Applicability of Provisions of Agreement
and Work Order 3.  This Amendment is subject to, and shall be
governed by, all of the provisions of the Agreement or Work Order 3, except to
the extent such provisions are expressly modified by this Amendment.  To the extent this Amendment conflicts with,
overlaps or is inconsistent with the terms or conditions of the Agreement or
Work Order 3, the terms of the former shall control.  All other terms and conditions of the
Agreement shall remain in full force and effect and shall be unaffected by this
Amendment.


 


[***] = Confidential treatment requested for redacted portion; redacted
portion has been filed separately with the Securities and Exchange Commission.


 


9

















 


9.6                               Entire Agreement.  This
Amendment, including the attachments, constitutes the final, entire and
exclusive agreement between the Parties with respect to their subject matter,
and there are no prior representations, understandings, or agreements relative
hereto which are not expressed herein.


 


SPACE BELOW INTENTIONALLY BLANK — SIGNATURE PAGE FOLLOWS


 


[***] = Confidential treatment requested for redacted portion; redacted
portion has been filed separately with the Securities and Exchange Commission.


 


10

















 


MIVA/PSC
Confidential


 


IN WITNESS WHEREOF, Customer and Supplier
have each caused this Amendment to be signed and delivered by its duly
authorized officer, all as of the Amendment Effective Date.


 


 


	
  PEROT SYSTEMS CORPORATION

  	
  MIVA, INC.

  	
   

  
	
  By:

  	
  By:

  	
   

  
	
  Name:

  	
  Eric Hutto

  	
   

  	
  Name:

  	
   

  
	
  Title:

  	
  Vice President

  	
   

  	
  Title:

  	
   

  



 


11