exv10w01



 





Exhibit 10.01



Amendment

To Master Agreement



This Amendment to the Master Agreement shall have an effective date of August
22, 2003, and is by and between Intuit Inc. (“Intuit”) and Modus Media
International, Inc. (“MMI”)



WHEREAS, Intuit and MMI are parties to a Master Agreement dated November 1,
2000 and a Statement of Work (labeled “2001 Intuit & MMI Statement of Work”)
thereunder (the “Original SOW”); and



WHEREAS, the “2001 Intuit & MMI Statement of Work” was amended by a document
dated July 25, 2002, and that statement of work, as amended thereby, is
referred to herein as the “Existing SOW”; and



WHEREAS, Intuit and MMI desire to make certain amendments to the Master
Agreement and replace the Existing SOW with a new Statement of Work, as set
forth herein,



NOW THEREFORE, Intuit and MMI hereby agree as follows:






	1.	 	Revisions to Master Agreement. The following sections of the Master
Agreement are revised as follows:







	 	(a)	 	Section 2.4, Quarterly Reviews: Add the following at the end of
the first clause:
	 
	 	 	 	“Both parties agree to a Quarterly Scorecard including a risk/reward
compensation plan for evaluating MMI performance with respect to the
agreed Six Sigma format set forth in the applicable SOW. As a
result of applying the risk/reward plan, additional payments or
credits may be due MMI or Intuit.”
	 
	 	(b)	 	Add the following as Section 2.6, Annual Pricing Review:
	 
	 	 	 	“Both parties agree to review annually the fees/prices paid by Intuit and
to negotiate in good faith any fee/pricing adjustments. MMI agrees to
seek continuous improvement in value engineering, vendor
sourcing/component procurement processes and equipment to gain
efficiency, which could result in downward pricing.
	 
	 	(c)	 	Invoicing & Payment, Section 5.1: Delete in its entirety and replace with:




 









 







	 	 	 	“MODUS MEDIA will invoice INTUIT as services are rendered, but not less
than weekly. MODUS MEDIA will provide separate accurate and timely
invoices for operations in Carol Stream, Illinois, Lindon, Utah and
Raleigh, North Carolina, and any other operating divisions performing
services for INTUIT. In addition, MODUS MEDIA will bill and INTUIT will
pay for Related Services and such other charges provided for herein as
incurred. Charges for Related Services not specifically provided for in
this Agreement or the Statement of Work MUST have prior written approval
from INTUIT, otherwise INTUIT is under no obligation to pay such charges.
INTUIT will pay MODUS MEDIA for goods or services provided satisfactorily,
upon the following terms: One percent (1%) early payment discount within
ten (10) days of receipt of a valid invoice; net thirty (30) days from
receipt of the invoice, unless otherwise set forth in the applicable SOW
or supplemental Purchase Order, in the event of a disputed invoice, INTUIT
will promptly notify MODUS MEDIA of the dispute. Intuit will promptly pay
such disputed invoice once such dispute is resolved to Intuit’s reasonable
satisfaction.”







	 	(d)	 	Article 11, Provisions: Add the following as a new Section 11.16,
Non-Exclusive Agreement:
	 
	 	 	 	“This Agreement is a nonexclusive agreement. Intuit expressly reserves
the right to contract with others for any or all of the products or
services that Intuit may require.”
	 
	 	 	 	All subsequent Sections have their numbers changed accordingly.







	2.	 	Master Agreement Term. The term of the Master Agreement (“Term”)
commenced on November 1, 2000, and the parties agree that it shall
continue through July 31, 2006 (“Initial Term”), unless earlier terminated
as provided in the Master Agreement. The Master Agreement will
automatically extend for successive one (l)-year terms (“Extension
Terms”), unless earlier terminated as provided therein.
	 
	3.	 	First Amendment. “The FIRST AMENDMENT TO MASTER AGREEMENT
between INTUIT, INC. and MODUS MEDIA INTERNATIONAL, INC.” effective August
8, 2001, is deleted in its entirety. Both parties agree that the use of the
Ghost Card identified in the First Amendment has terminated effective August
1, 2003.
	 
	4.	 	Statement of Work. The Existing SOW is replaced with the “2003/2004
Intuit & Modus Statement of Work” executed as of the date of this
Amendment.




As modified hereby, the Master Agreement shall remain in full force and effect.




(Signature Page Follows)




 









 




IN WITNESS WHEREOF, the parties hereto have signed this Amendment to Statement
of Work as of the date set forth above:




	 	 	 
	INTUIT INC. 



	 	 
	By:      /s/ SCOTT BETH
	 	 
	

	 	 
	Name: Scott Beth 

	 	 
	Title: Vice President, Procurement
	 	 
	


	 	 
	MODUS MEDIA INTERNATIONAL 


	 	 
	By:      /s/ DANIEL BECK
	 	 
	

	 	 
	Name: Daniel Beck 

	 	 
	Title: President, Americas