Exhibit 10.1
Pages where confidential treatment
has been requested are stamped, “Confidential treatment has
been requested. The redacted material has been separately filed
with the Commission.” All redacted material has been marked
by the symbol ( † ).
FOURTH AMENDMENT TO SERVICES
AGREEMENT
This Fourth Amendment to Services
Agreement (“ Fourth Amendment ”) is made
effective as of the 1st day of May, 2009 ( “Fourth
Amendment Effective Date” ), by and between Third
Party Verification, Inc. ( “ 3PV ” )
, 220 E. Central Parkway, Suite 3000, Altamonte Springs, FL 32701;
and Vonage Network LLC. f/k/a Vonage Network Inc., a Delaware
limited liability company (assignee of Vonage Holdings Corp.), and
its successors and assigns (collectively, “ Vonage
”).
RECITALS
|
|
A.
|
3PV and Vonage
are parties to that certain Services Agreement, dated as of
February 9, 2005 pursuant to which 3PV provides certain third
party verification services for Vonage, as modified and amended
pursuant to the First Amendment to Services Agreement dated
May 10, 2006, and amended pursuant to the Second Amendment to
the Services Agreement dated August 30, 2006 and amended
pursuant to the Third Amendment to the Services Agreement dated
December 1, 2008 (together, the “ Services
Agreement ”).
|
|
|
B.
|
3PV and Vonage
desire to further amend the Services Agreement to extend the
agreement for a period of two years with modified pricing and terms
as stated herein.
|
|
|
C.
|
Capitalized
terms not otherwise defined in this Fourth Amendment shall have the
meaning given in the Service Agreement.
|
AGREEMENT
In consideration of the foregoing,
and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Vonage and 3PV agree
to amend the Services Agreement as follows:
|
1.
|
Term: Vonage and 3PV will extend this Services
Agreement for a period of two years, expiring midnight
April 30, 2011.
|
|
2.
|
Exclusivity: In exchange for reduced pricing, Vonage agrees
that 3PV shall be the exclusive provider for Services through
April 30, 2011. Vonage further agrees to allow 3PV to release
a press release that has been reviewed and consented to in all
respects by Vonage, announcing Vonage’s extension of this
Services Agreement.
|
|
3.
|
Pricing: The pricing relating to Services shall be as
follows:
|
|
|
|
|
|
• Automated
IVR TPV †
|
|
$
|
†
|
|
|
|
• Audited
IVR TPV †
|
|
$
|
†
|
|
|
|
• Intuitive
Opt-out
|
|
$
|
†
|
|
|
|
• Expedited
Call-back
|
|
$
|
†
|
|
|
|
• Live
Agent TPV †
|
|
$
|
†
|
|
|
• eLOA
(per completed transaction) Follows tiered pricing
below:
|
|
First
25,000 per month
|
|
$
|
†
|
|
25,001
through 50,000
|
|
$
|
†
|
|
50,000
and over
|
|
$
|
†
|
|
†
|
Confidential
treatment has been requested. The redacted material has been
separately filed with the Commission.
|
- 1 -
|
|
|
|
• All
Outbound calls (call blasting) per completed call
|
|
$†
|
|
|
|
• Rate
for Professional Services (changes, additions, etc.)
|
|
$† per hour
|
There shall be no minimum monthly
payment or commitment for services; only charges for actual
services will be invoiced.
|
|
4.1.
|
3PV will
provide 24/7 Live Operator coverage such that subscribers requiring
Live Operator assistance will be answered in accordance with this
paragraph. At no time will 3PV fail to provide Live Operator
coverage for subscribers requiring Live Operator
assistance. 3PV will staff to a Vonage provided forecast
provided to 3PV by the † day of the current month for the
next month. 3PV shall use its reasonable best efforts to
provide a service level where calls are answered within the first
twenty seconds †% of the time; provided that for any month
as to which actual monthly call volume varies from the VONAGE
forecasted monthly call volume by more than †%, 3PV shall
use its reasonable best efforts to provide the maximum service
level attainable under such circumstances.
|
|
|
4.1.1.
|
If 3PV is
unable to answer †% of all Live Operator calls in 20 seconds
or less, measured on a monthly basis, VONAGE will be due a credit
equal to †% of the total invoice for that month.
|
|
|
4.1.2.
|
If the actual
call volume exceeds the VONAGE forecast by †% or more in a
given month, 3PV shall not be penalized for any service levels and
uptimes in accordance with this paragraph in that given
month.
|
|
|
4.1.3.
|
If the actual
call volume is under †% of the VONAGE forecasted traffic,
3PV will invoice VONAGE $† for †% of the VONAGE
forecasted traffic less the total number of actual calls in that
given month
|
|
|
4.1.4.
|
In support of
meeting these Service Levels, 3PV shall provide Vonage, with a
detailed monthly performance report of Average Speed of Answer
(ASA), in a mutually agreeable format.
|
|
5.
|
Invoicing . The following is added to Section 3 of
the Agreement: “Unless otherwise agreed by Vonage in writing,
3PV may not invoice Vonage, and Vonage will not be obligated to pay
for any charges for invoices delivered after ninety (90) days
(120 days for authorized third party charges) from the end of the
Service month incurred.”
|
|
6.
|
Subcontractors . The following is added to Section 8.0 as
a new subsection: “Subcontractors. The parties acknowledge
that subcontracting of the Services to a third party by 3PV is not
contemplated by this Agreement. If 3PV desires to subcontract any
of the Services to a third party: (a) it shall first notify
Vonage of the proposed subcontract, providing the name and other
required information regarding the subcontractor and the benefits
which the subcontract will have to Vonage; and (b) it shall
obtain Vonage’s prior written approval of such subcontract as
determined by Vonage in its sole discretion. No subcontract shall
release 3PV from its responsibility or obligations under this
Agreement and each such subcontract shall contain all material and
applicable provisions of this
|
|
†
|
Confidential
treatment has been requested. The redacted material has been
separately filed with the Commission.
|
- 2 -
Agreement for flow-down to such
subcontract. 3PV shall be responsible for the work and activities
of each of its subcontractors, including compliance with the terms
of this Agreement. 3PV shall be responsible for all payments to its
subcontractors, together with any and all other services,
materials, facilities, equipment and labor used by 3PV in providing
the Services.”
|
7.
|
Record
Retention . Record
retention is critical for compliance audits,
|
|
