INTUIT MASTER SERVICES AGREEMENT

Exhibit 10.02

Pursuant to 17 C.F.R §240.24b-2, confidential information (indicated as [*]) has been omitted and filed separately with the SEC pursuant to an application for confidential treatment.

Amendment 3 to

INTUIT MASTER SERVICES AGREEMENT

This Amendment 3 (“Amendment 3”), dated as of April 1, 2008 (“Amendment Effective Date”), to the INTUIT MASTER SERVICES AGREEMENT dated May 28, 2003 (the “Agreement”), is by and between Intuit Inc. , 2535 Garcia Avenue, Mountain View, CA 94043 (“Intuit”) and Arvato Digital Services LLC, successor in interest to Arvato Services, Inc. (“Arvato”, “ADS” or “Contractor”).

RECITALS

     WHEREAS, Intuit and Contractor entered into the Agreement;

     WHEREAS, Intuit and Contractor 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:

TERMS

Unless defined herein, words used in this Amendment 3 as defined terms shall have the same meanings herein as in the Agreement.

The parties agree that the Agreement is modified and amended as follows:

All references in the Agreement to “Arvato Services, Inc.” are hereby amended to refer to Arvato Digital Services LLC (“Arvato”, “ADS” or “Contractor”).

During the term of any Statement of Work, if any change in the scope of the Services being performed under such Statement of Work occurs, either party may propose a change or additions to the work. Such changes may affect the scope or duration of the Services relating to any such Statement of Work, including changes in the specifications and changes in any deliverables to be delivered. The following procedures shall apply to any proposed change. Contractor promptly shall assign a member of its team to define and describe the change (an “Assessment”), and to notify Intuit of the cost and/or the impact on the schedule set forth in the applicable Statement of Work if Contractor believes that an adjustment in the fees to be paid to

Contractor with respect to the applicable Statement of Work, or an adjustment to the applicable performance or delivery schedule, is required. If such change is initiated or caused by Intuit, Contractor shall invoice Intuit for the work described in the immediately preceding sentence at the rate of the applicable team member and pre-approved in writing by Intuit, all as set forth in such Statement of Work. In the event Contractor initiates or causes such a change, Contractor shall not charge Intuit for such Assessment. Intuit also may request a change in the schedule without changing the scope of the Services relating to the applicable Statement of Work. In either case, the parties shall follow the above procedures and negotiate in good faith a reasonable and equitable adjustment in the applicable fees, schedule and specifications. Once the scope of the change has been determined, the parties shall determine jointly whether the change should be implemented, deferred until a later phase or project, or abandoned. In the event the parties tentatively agree upon a present or future implementation of a change, such agreement shall take effect only as set forth in a written amendment to the applicable Statement of Work executed by both parties. Contractor shall continue work pursuant to the existing Statement of Work, and shall not be bound by any change requested by Intuit, until such change has been agreed upon in writing by the parties as specified herein. From time to time, an email communication from Intuit to Contractor requesting a change and an email from Contractor acknowledging and agreeing to such will suffice as written agreement for purposes of this Section. To the extent that the agreed upon change would result in a material adjustment of Contractor’s processes or to other long-term aspects of the Services that may impact Contractor’s costs, the parties shall, notwithstanding such prior email communications or subsequent actions pursuant thereto, initiate the formal change request process described above.

Intuit may deem it necessary that a third party auditing company perform an audit of Contractor’s processes. Upon Intuit’s written request, which may be made once per year, Contractor agrees to, within a commercially reasonable period of time thereafter, at Intuit’s expense, engage a reputable outside auditing firm reasonably acceptable to Intuit and Contractor, to perform such audit. Intuit and Contractor shall select such auditor within fifteen (15) days following Intuit’s request. Contractor shall share the auditor’s report generated in connection with such audit with Intuit, which report shall be in accordance with AICPA Statement of Auditing Standards No. 70, “Service Organizations,” (SAS 70), and shall be in the form of a SAS 70 type 2 report as defined in such standards. In the event such audit detects a material weakness in Contractor’s processes that has been demonstrated to have resulted in adverse business impact actually suffered by Intuit, Contractor agrees to correct such weakness(es) within a commercially reasonable period of time and to provide Intuit with written notice that such weakness has been corrected and the measures taken to perform such correction. To the extent that such material weakness has been demonstrated to have adversely impacted Intuit’s business, Contractor shall [*].

To the extent a particular Statement of Work specifically identifies Services or deliverables for which Intuit’s acceptance is required, Intuit may, in accordance with any additional terms set forth in an applicable Statement of Work, conduct acceptance tests to verify whether the Services and/or the deliverables substantially conform to the applicable specifications set forth in the applicable Statement of Work or any written documentation provided by Contractor for the Services and/or deliverables.

Intuit shall have fifteen (15) days after completion of the applicable Services, or such other period as may be mutually agreed upon as set forth in the applicable Statement of Work (the “Acceptance Period”), to perform such tests. If Intuit notifies Contractor of any material non-conformities with such specifications in any of the Services and/or the deliverables (each, a “Nonconformity” and collectively, the “Non-conformities”) in writing within the applicable Acceptance Period, Contractor promptly shall either demonstrate to Intuit that no such Non-Conformities exist or use commercially reasonable efforts to correct such Non-conformities at its own expense and notify Intuit in writing when such corrections are complete. Intuit then shall have the right to test the corrected Services and/or deliverables, as upon the initial completion of the applicable Services as set forth above. If Intuit accepts the Services and/or deliverables, as determined by Intuit as set forth above, Intuit shall notify Contractor in writing of such acceptance. If Intuit does not notify Contractor of any material Non-conformities within the applicable Acceptance Period, Intuit shall be deemed to have accepted the Services and/or the deliverables. Should Contractor fail to correct a Nonconformity within ten (10) calendar days after receiving written notice thereof from Intuit, or such time period as may be mutually agreed upon in writing by the parties, which period must be of reasonably sufficient duration to correct such Nonconformity, Intuit may terminate the applicable Statement of Work, without prejudice to its rights and remedies hereunder and without any further obligation to Contractor other than the payment to Contractor of any and all fees incurred by Contractor through the effective date of such termination pursuant to the applicable Statement of Work.

In the event that Intuit is [*], Intuit reserves the right to [*] acceptable to Arvato to [*]. If the [*], ADS shall [*].

Contractor will submit to Intuit monthly reports as reasonably requested by Intuit and (i) daily invoices for cost of goods sold (materials and labor), as shipment occurs, and (ii) monthly invoices for all other items, including management fees, fulfillment fees, additional packaging materials, freight, and other expenses, accompanied by reasonably detailed descriptions of the Services performed during the relevant preceding period, the fees related thereto, prior approved disbursements and out-of-pocket expenses then due.

If permitted in a Statement of Work, Contractor shall invoice Intuit for travel expenses in accordance with Intuit’s then-current reimbursable expenses guidelines. Unless reimbursement for travel expenses is expressly stated in a Statement of Work, however, Contractor shall bear all travel expenses of its employees and/or agents. The current version of such expense guidelines is attached hereto as Exhibit G. Intuit will provide reasonable advance written notice to Contractor of any material amendment to Exhibit G. Contractor will mail invoices to Intuit Inc., Attn: Accounts Payable, 7535 Torrey Santa Fe Rd, San Diego, California 92129 or such other address as Intuit shall designate in writing from time to time. Invoices must reference the number and date of the relevant Statement of Work and must be received by Intuit within six (6) months after the completion of any Statement of Work. Unless otherwise set forth in a Statement of Work or otherwise agreed by the parties, any invoices not received within such six (6) month time period shall be deemed forgiven by Contractor.

All undisputed payments will be made by Intuit within twenty (20) days after the receipt by Intuit of any invoice, and mailed to Contractor at its address specified in the invoice. If Intuit pays any invoice within ten (10) days of receipt by Intuit of such invoice, such invoice shall be discounted by Contractor by one percent (1%) of the total amount of the invoice. This discount will apply to all services except for Retail Freight. Any applicable discounts shall be calculated from the later of the receipt of the invoice by Intuit or the date any deliverable is received by Intuit at the designated Intuit location with respect to any Statement of Work executed under this Agreement. In the event that Intuit in good faith disputes any invoice rendered or amount paid, Intuit will notify Contractor in writing and the parties shall work together to resolve such dispute expeditiously, all in accordance with Section 14(c) of this Agreement and the time for payment of the disputed invoice shall be extended until resolution of the dispute.

Contractor shall detail in each invoice provided under this Agreement applicable taxes for goods and services, and shall separately state the different types of taxes by the type of tax Intuit shall pay on products and services, if any, sold or provided by Contractor to Intuit (sales, use, etc.). Intuit shall bear all applicable taxes, duties, levies, and other similar charges (and any related interest and penalties), however designated, imposed as a result of the existence or operation of this Agreement, including but not limited to any tax which Intuit is required to withhold or deduct from payments to Contractor unless Intuit provides a valid resale/exemption certificate that will relieve the Contractor from all sales/use tax liabilities. Intuit will reimburse and indemnify Contractor for any such taxes and contributions and interest and penalties that Contractor may be compelled to pay on account of Intuit’s non-payment.

Unless otherwise terminated in accordance with this Agreement, the term of this Agreement shall begin on the Effective Date and will continue until 9/15/11 and shall be automatically extended to the expiration or termination date of any SOWs then outstanding. Upon mutual written agreement of the parties, this Agreement will be renewed for additional agreed upon periods of time.

Prior to the effective date of the termination or expiration of this Agreement, Intuit and Contractor shall develop a mutually acceptable plan designed to permit Intuit to transition the Services in a seamless manner to a succeeding service provider. Contractor agrees to cooperate with the transition to another service provider and to provide reasonable assistance to Intuit [*] . The parties agree that the costs and other terms for the above services will be mutually negotiated by the parties in good faith at the time Intuit notifies Contractor of Intuit’s desire to transition to a succeeding service provider. Contractor agrees that in no event [*] Intuit for [*] Contractor [*]. In no event, however, will Contractor be required to disclose its Confidential Information to such succeeding service provider in connection with the foregoing.

Contractor will, at Contractor’s expense, maintain insurance policies that cover Contractor’s activities under this Agreement and the activities of Contractor’s employees, agents and representatives, including, but not limited to, workers compensation insurance and comprehensive general liability with minimum limits of insurance of $[*]. In addition, Contractor will carry commercial crime insurance (with coverage for employee dishonesty, theft / disappearance or destruction, deposit forgery or computer fraud) with coverage of not less than $[*]. All of Contractor’s policies will be underwritten by reputable insurers who are licensed to do business in the State of California. Contractor will name Intuit as an additional insured on each such policy. Upon the request of Intuit, Contractor shall provide Intuit with a certificate of insurance evidencing such coverage. In addition, Contractor will provide Intuit ten (10) days advance written notice of any cancellation or reduction in coverage or limits.

EXCEPT FOR A BREACH OF CONFIDENTIALITY OR IN CONNECTION WITH A PARTY’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 11 , ABOVE, IN NO EVENT WILL (i) EITHER PARTY BE LIABLE TO THE OTHER FOR ANY SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, WHETHER BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, WHETHER OR NOT THAT PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE, OR (ii) THE LIABILITY OF EITHER PARTY TO THE OTHER PARTY FOR DAMAGES OR ALLEGED DAMAGES HEREUNDER, WHETHER IN CONTRACT, TORT OR ANY OTHER LEGAL THEORY, EXCEED THE GREATER OF (i) [*] DOLLARS ($[*]) OR (ii) THE AMOUNTS PAID (OR IN THE CASE OF INTUIT, PAID AND DUE AND PAYABLE) BY INTUIT TO CONTRACTOR HEREUNDER DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE CLAIM.

Unless otherwise stated, all notices required under this Agreement shall be in writing and shall be considered given (i) when delivered personally; (ii) five (5) days after mailing, when sent certified mail, return receipt requested and postage prepaid; (iii) one (1) business day after dispatch, when sent via a commercial overnight carrier, fees prepaid; or (iv) upon delivery when sent by facsimile transmission confirmed by telephone and followed by notice sent in accordance with clause (i), (ii) or (iii) above. All communications will be addressed as follows (unless changed by notice):

To Contractor:		with a copy to:
Attn: Chief Financial Officer		Attn: Vice President, Legal Affairs
Address:		Address:
Arvato Digital Services LLC 29011 Commerce Center Drive Valencia, California 91355		Bertelsmann, Inc. 1745 Broadway, 7 th Floor
		New York, New York 10019
Phone: (661) 702-7623		Phone: (212) 782-1142
Fax:     (661) 257-1986		Fax:     (212) 782-1042

To Intuit:		with a copy to:
Attn: Luke Tapsall,		Intuit Inc.

To Intuit:		with a copy to:
Vendor Mgr for ADS Direct Services
Address: Intuit Inc.		2700 Coast Avenue
2632 Marine Way, M/S MPK 01-03		Mountain View, California 94043
Mountain View, CA 94043		Attn:   General Counsel, Legal Dept.
Phone: 650-944-2082		Phone: (650) 944-6000
Fax:     650-944-3033		Fax:     (650) 944-6622
Attn: Steve Scheid
Vendor Mgr for ADS Retail Services
Address: Intuit Inc.
2632 Marine Way, M/S MPK 01-03
Phone: 269-983-8773
Fax:     650-944-3033

(i) Contractor shall: (1) be responsible for business continuity of operations as to the products and services to be provided under the Supply Agreement; (2) within sixty (60) days after the Effective Date, submit to Intuit for approval Contractor’s business continuity plan (“Business Continuity Plan”) that mitigates and minimizes Intuit service interruptions; and (3) update the Business Continuity Plan to reflect changes in technology and industry standards no less than once a year.

(ii) Contractor shall provide Intuit reasonable assistance in Intuit’s assessment of Intuit’s business continuity requirements and provide, for Intuit’s approval at Intuit’s expense, a set of alternatives for the development of a viable Intuit business continuity program, and the estimated fees associated with each alternative.

(iii) Contractor shall immediately provide Intuit with written notice of any service failure under this Agreement due to any of the events specified in Section 14(f) of this Agreement and shall use commercially reasonable efforts to immediately implement the Business Continuity Plan with regard to such failure.

(iv) In the event of a Force Majeure, Contractor shall not charge Intuit any fees in excess of the fees set forth in the applicable Statement of Work.

(iv) Whenever a Force Majeure requires that Contractor allocate limited resources between or among its customers, Intuit shall receive no less priority in respect to such allocation than any of Contractor’s other customers.

(v) Upon request by Intuit, Contractor shall provide a copy of its Business Continuity Plan, Disaster Recovery Plan, and a copy of its annual Business Continuity and Disaster Recovery exercises.

16. Counterparts and Facsimile Delivery .

This Amendment 3 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 3 when a duly authorized representative of each party has signed and delivered to the other party a counterpart.

17. Effectiveness of Agreement .

Except as expressly provided herein, nothing in this Amendment 3 shall 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 3, this Amendment 3 shall prevail with respect to the subject matter hereof.

IN WITNESS WHEREOF , the undersigned have executed this Amendment 3 as of the Amendment Effective Date.

INTUIT INC.				ARVATO DIGITAL SERVICES LLC
By:		/s/ SCOTT BETH		By:		/s/ Jan Icking
		Name: Scott Beth				Name: Jan Icking
		Title:   VP, Procurement				Title:   CFO
		Date:   April 4, 2008				Date:   April 7, 2008

Exhibit E
Intuit 3rd Party Privacy Exhibit

1.

INTRODUCTION

1.1.

This Intuit Privacy Exhibit governs the manner in which specified customer-related information may be handled or processed by the 3 rd Party. Intuit may impose different or additional restrictions as identified according to country of origin, transmission, or processing; type of data; or type of processing.

2.

DEFINITIONS

	2.1.		“Affiliate Companies” shall mean any companies controlling, being controlled by, or under common control with another company.
	2.2.		“Individual” shall mean, unless otherwise indicated, any natural person.
	2.3.		“Intuit” shall mean Intuit Inc. and its Affiliate Companies.
	2.4.		“Opt-out” shall mean the opportunity afforded to individuals to decline to have their Personal Information used for purposes other than as necessary to provide the product or service for which the Personal Information is collected.
	2.5.		“Opt-in” shall mean the active, affirmative permission granted by individuals to have their Personal Information used for specified purposes.
	2.