exv10w02







Exhibit 10.02



Pursuant to 17 C.F.R. § 240.24b-2, confidential information (indicated by [***]) has been omitted
and has been filed separately with the U.S. Securities Exchange Commission pursuant to a
Confidential Treatment Application filed with the Commission.




Amendment 5 to the

Intuit Master Services Agreement



This Amendment 5 (“Amendment 5”), dated as of August 19 , 2010 (“Amendment Effective Date”),
to the Intuit MASTER SERVICES AGREEMENT dated May 28, 2003, as previously amended (the
“Agreement”), is by and between Intuit Inc., 2535 Garcia Avenue, Mountain View, CA 94043 and Arvato
Digital Services LLC, successor in interest to Arvato Services , Inc. (“Arvato”, “ADS”, “ADiS” or
“Contractor”)




RECITALS





WHEREAS, Intuit and ADiS entered into the Agreement on May 28, 2003; and




WHEREAS, Intuit and ADiS each desires to amend the terms of the Agreement as described in
this Amendment;


NOW, THEREFORE, in consideration of the mutual covenants, promises and agreements herein
contained, the Parties hereto agree as follows:





	 	1.	 	Section 6 (a) Term/Termination is hereby deleted and replaced in its entirety with the
following:
	 
	 	 	 	Unless terminated otherwise in accordance with the Agreement, the term of the Agreement
shall be extended until 9/15/14. The term of this Agreement shall also be automatically
extended to be concurrent with the expiration or termination date of any active SOWs. Upon
mutual agreement of the parties, this Agreement will be extended for additional periods of
time.
	 
	 	2.	 	Section 6 (b) is hereby deleted and replaced in its entirety with following:
	 
	 	 	 	Either party may terminate this Agreement or an applicable Statement of Work (i) due to a
material breach of this Agreement or such applicable Statement of Work by the other party if
such material breach remains uncured for a period of twenty (20) days or as may otherwise be
set forth in a Statement of Work, following receipt by the breach party of written notice by
the non—breaching party or (ii) by giving thirty (30) days written notice to the other
party in the event of: (a) any sale or transfer of all or substantially all of such other
part’s assets; or
	 
	 	 	 	Either party may terminate the Agreement without cause upon providing 180 days’ prior
written notice to the other party.





Intuit and ADiS Confidential



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	 	3.	 	Section 16 is hereby added as follows:
	 
	 	 	 	Ethics and Compliance. Contractor acknowledges that its employees are subject to
the provisions of the Bertelsmann Code of Conduct, a copy of which is available at:
http://www.bertelsmann.com/bertelsmann_corp/wms41/cr/index.php?ci=798&language=2.
	 
	 	4.	 	Management Fees: In connection with ADiS’s proposal to [***], ADiS agrees to [***]:
[***].





TERMS



Unless defined herein, words used in this Amendment 5 as defined terms shall have the same meanings
herein as in the Agreement.



Counterparts and Facsimile Delivery. This Amendment 5 may be executed in two or more
identical counterparts, each of which shall be deemed to be an original and all of which taken
together shall be deemed to constitute Amendment 5 when a duly authorized representative of each
party has signed and delivered to the other party a counterpart.



Effectiveness of Agreement. Except as expressly provided herein, nothing in this Amendment
5shall be deemed to waive or modify any of the provisions of the Agreement, which otherwise remains
in full force and effect. In the event of any conflict between the Agreement and this Amendment 5,
this Amendment 5 shall prevail with respect to the subject matter hereof.



IN WITNESS WHEREOF, the undersigned have executed this Amendment 5 as of the Amendment Effective
Date.




	 	 	 	 	 	 	 	 	 	 	 

	INTUIT INC.	 	 	 	Arvato Digital Services LLC	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	/s/ R. NEIL WILLIAMS
 

	 	 	 	By:
	 	/s/ JAN ICKING
 

	 	 
	 

	 	Name: R. Neil Williams
	 	 	 	 	 	Name: Jan Icking	 	 
	 

	 	Title:   SVP, CFO
	 	 	 	 	 	Title:   CFO	 	 
	 

	 	Date:   8/30/10
	 	 	 	 	 	Date:   08/18/2010	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Arvato Digital Services LLC	 	 
	 
	 

	 	 	 	 	 	By:
	 	/s/ ARUN KURANA	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	Name: Arun Kurana	 	 
	 

	 	 	 	 	 	 	 	Title:   Executive Vice President	 	 
	 

	 	 	 	 	 	 	 	Date:   8/20/2010	 	 






Intuit and ADiS Confidential



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