Ninth Amendment to Services Agreement



 Exhibit 10.2 
 Confidential Materials omitted and filed separately with the 
 Securities
and Exchange Commission. Asterisks denote omissions. 
  

							
	 #9 AMENDMENT TO THE SERVICES
 AGREEMENT BETWEEN BOTTOMLINE
TECHNOLOGIES, INC. AND BANK OF
 AMERICA,
N.A.
	 	




				
	Supplier Name:	  	Bottomline Technologies (de), Inc.	 	Agreement Number:	  	CW136262
				
	Supplier Address:	  	 325 Corporate Drive

Portsmouth, NH 03801
 United
States
	 	Addendum Number:	  	CW349887
				
	Supplier Telephone:	  	1-603-436-0700	 	Addendum Effective Date:	  	January 13, 2012

 This Amendment made and entered into this 13th day of January, 2012 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 requires a Change Request for price changes to Paymode X eInvoicing as described in Attachment A; 

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








	A.	Amendment to Schedule A, Section 2 (Description of Services): 

 Change Request and Problem Report Form 
  

													
	Project Name:	 	Price [**] for Invoice Pricing	  	Request Number:	  	 
	 Statement of

Work #
  
	 	 	 	 	  	 	 	 	  	 	  	 
	Submitted by:	 	Erin Ward	 		  		 		  	Date:	  	 
	 	 	 	 	 	  	 	 	 	  	Date Logged:	  	 
	Description of Change (Attach pages as needed):	  		  	 
	 
	 The Paymode X product offers e-invoicing as a feature. BAML agreed to [**] pricing, ambitiously thinking there would be [**] sign up for the feature. In reality there are only [**], as such, VM and Bill
Wardwell worked with supplier to [**] several price points. The goal was not to put this feature ‘dark’, but in order to keep paying for it, the [**] they agreed to, will allow our sales team to continue to sell this feature.

 
  
  

	Time to Resolve:	 	12/31/2011        	 	Date of Resolution:	  	 
	
Contract Amendment Required (Yes or No Supply Chain Mgmt. decision):
 Date: 11/28/2011
	  	 
	
Price to Implement:
 No price to BAML, price [**]
initiative
	  	 
	 	 
	Resolution Decision	  	 
	Accepted  ( X )	 	            Rejected  (      )	 	 	  	 	 	Accepted  (X    )	  	                Rejected  (    
  )	  	 
	 	 	 
	 LOB Project
Manager    Bill Wardwell
 Date 12/15/2011
	 	Supplier Project Manager    Erin Ward
 Date 12/15/2011
	  	 
	Supply Chain Management Approver:	 	Date Executed:	  	 
	Bank of America Representative:	 	 	  	 	  	 
	 		 
	Date:                   
  	 	    Signed:
                                         
                                         
                  	  	 
	 	 	 	 	 	  	 	 	 	  	 	  	 

 Proposed and Agreed Upon Changes to the existing Paymode-X Invoicing Pricing Agreement: 

 

	 	1.	[**] Fee for 2012 to $[**] per month 

  

	 	2.	[**] of [**] fees for 2012 to $[**] per month 

  

	 	3.	A five month [**] of [**] Fees, such that billing will commence on June 1, 2012. 


 

	 	4.	[**] in [**] fees to $[**] 


  
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	 	5.	Change in the [**] fee structure to $[**] using [**] with the first [**] clients waived. Below is the definition of [**]: 


[**] is comprised of the steps below. The client can opt to bypass any steps they do not want: 

 

	 	•	 	 [**] 


 1.
[**] 
 2. Manual data entry 
 3. File submission: [**] standard file formats will be offered to the vendor at a [**] will be on as needed basis and charged to the vendor based on work effort required. 

4. OPTIONAL: Receipt of paper through [**] 
  

	 	•	 	 [**] 


 1.
[**] to ensure adequate information is provided for processing 
  

	 	•	 	 [**] and the order ([**] process) 


 1. [**] lines to lines on [**], and validation that [**] fall within a specified [**] of the [**]. 
  

	 	•	 	 [**] the Expenditure 


 1. [**] populated via [**] 
 2. [**] manually keyed 

 

	 	•	 	 [**] the Expenditure 


 1. [**] based on dollar amount with [**] 
 2. Two levels of [**] 

Client using [**] would be charged based on the current service agreement rate card. 

 

	 	6.	All other existing fees and structures will apply. 

 2013 Charges: Bottomline has offered the above [**] as a good-faith gesture to help build BAML’s momentum in the e-billing market. We respectfully request that effective January 1, 2013, pricing
for the [**] and the [**] volumes [**] to the original 2012 levels ($[**] and $[**], respectively). The charges for e-invoicing will remain at $[**]. 
 E. 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. 
 F. 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 5th day of
December, 2011. 

  
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	(“Bank”)	 		 		 	(“Tech”)	 	
	Bank of America, N.A.	 		 		 	Bottomline Technologies (de), Inc.	 	
					
	 /s/ Dani L. Folsom
	 	 1/13/12
	 		 	 /s/ Eric Morgan
	 	 1/13/12

	Signature	 	Date	 		 	Signature	 	Date
			
	 Dani Folsom
	 		 	 Eric Morgan

	(Printed Name)	 		 		 	(Printed Name)	 	
			
	 VP, Sourcing Manager
	 		 	 VP, Global Controller

	(Title)	 		 		 	(Title)	 	


  
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