Master Agreement

Exhibit 10.20

[CONFIDENTIAL TREATMENT REQUESTED — CONFIDENTIAL PORTIONS OF
THIS DOCUMENT HAVE BEEN REDACTED AND HAVE BEEN SEPARATELY
FILED WITH THE COMMISSION]

SCHEDULE

Consultant: US Dataworks		Master Agreement No.: PHX 061305-NAO-l
Address: 1 Sugar Creek Center Boulevard,                  5 th Floor, Sugar Lane, TX 77478		Master Effective Date: 6/16/2005 Schedule No.: CW87525 Schedule Effective Date: 1/212008 Ariba Purchase Requisition No.: PR 1207477

This Schedule is issued pursuant to the above-referenced Master Agreement for Consulting Services (“Agreement”), between American Express Travel Related Services Company, Inc. (“Amexco”), and the above referenced consultant.

Any term not otherwise defined herein, shall have the meaning specified in the Agreement and Statement of Work (“SOW”) attached hereto US Dataworks Phase 1, 3A, & 3B dated December 20 ^th , 2007.

The SOW provides a detailed description of the services, project requirements, deliverables, acceptance criteria, and or service levels, or other tasks to be completed and or delivered; including the charges applicable to this Schedule and any other mutually agreeable information.

Under no circumstance shall this Schedule or any modification hereto constitute a binding instrument unless duly executed by authorized representatives of Amexco’s Global Procurement and Consultant.

1. The total Time and Materials Not to Exceed (NTE) value over the period of performance of this schedule is $ 3,194,000.00. This amount includes $ 3,044,000.00 for services and an additional NTE amount of $ 150,000.00 for Travel and Expenses (T&E).

2. The exhibits and attachments to this Schedule are incorporated hereto and shall constitute part of this Schedule. The Agreement together with this Schedule constitutes the entire agreement between the parties and supersedes all previous agreements, promises, proposals, representations, understandings and negotiations, whether written or oral, between the parties respecting the subject matter hereof.

IN WITNESS WHEREOF, the parties hereto have duly executed this Schedule as of the day, month and year last written below.

AMERICAN EXPRESS TRAVEL RELATED SERVICES COMPANY, INC.				US DATAWORKS
Authorized Signature				Authorized Signature
Name				Name
Dated				Dated

Amexco and Consultant Confidential
Page 1 of 1

American Express

Management Consulting/IT Consulting

US DATAWORKS PHASE 1, 3A, & 3B
PRI 207477

STATEMENT OF WORK

FOR

IT CONSULTING
80101507

DECEMBER 20, 2007

Amexco and Consultant Confidential
Dated: July 2005

Table of Contents

Amexco and Consultant Confidential

1.		Period of Performance:
		Start Date: January 2, 2008 End Date: December 31, 2008
2.		Consultant’s Project Manager Information:
		Andrew Beck , VP Software Services 1 Sugar Creek Center Boulevard, 5th Floor Sugar Land, TX 77478 Telephone: (281) 504-8090 Fax: (281) 565-2567 Email: abeck@usdataworks.com
3.		American Express Project Manager Information:
		Tom Bauer , Vice President 10 South Wacker Drive. Suite 3375 Chicago, IL Telephone: (630) 887-1251 Fax (623) 444-3266 Email: Tom.M.Bauer@aexp.com
4.		Introduction:

This Statement of Work titled USDataworks Phase 1, 3a, & 3b, October, 2007 (“SOW”) is issued pursuant to Schedule number CW87525 , and Master Agreement for Consulting Services (“Agreement”) number PHX 061 305-NAO-1 , between USDataworks, Inc. (“Consultant”) and American Express Travel Related Services Company, Inc., having an office at American Express Tower, World Financial Center, New York, NY 10285 (“Amexco”)

5.

Project Overview:

This Statement of Work is to cover Consultant’s delivery of software customizations and development services for additive features and procedures that have been identified to complete the UDW MMIT Phase 1, Phase 3A, and Phase 3Bprojects.

6.

Project Requirements:

The project requirements will be met in three distinct phases as identified below:

•

Phase 1 — includes the completion of Phase 1 work as defined in the UDW Foundation BSAR dated 10/19/05, all subsequent change requests, and other items represented in Appendix A of this document; more commonly referred to as the MMIT Single Priority List (SPL), through all test and implementation activities.

Amexco and Consultant Confidential

	•		Phase 3A includes activities yet to be detailed, but listed at a high-level in the chart below.
	•		Phase 3B includes activities yet to be detailed, but listed at a high-level in the chart below.

For each activity requested for phase 3A and 3B, the following process will drive each Software Development Lifecycle process:

	1.		Amexco Project Manager will provide detailed business and technical requirements documentation (in a form similar to the standard K245s) to the Consultant for review, discovery and sizing prior to consultant’s technical design and development.
	2.		Consultant will provide Amexco Project Management a formal document that provides an estimated effort and deliverable timeline for the each set of requirements.
	3.		Amexco Project Manager and UDW Project Manager will signoff on each effort and deliverable document as an indication of acceptance for the work effort described.

Phase 1		Phase 3a		Phase 3b
Lock Box 6		Direct Sends Support		Product extensions for supporting S2S
Lock Box 7		Product extensions required to support differing needs for full Regulus site production.		Product extensions for supporting GRPT
Lock Box 8		Clearingworks upgrade from 2.2 to 2.x (latest compatible release at time project is initiated)		Product extensions for supporting identified automated Controls.
		Clearingworks Returns functionality		Product extensions for supporting any other defined Point of Arrival (POA) solution migrations
Defect Resolution
Other identified business needs required for Phase I will be completed as PCRs		Product extensions for supporting full Weston lockbox rollout
		Product extensions for supporting full Travel Professional Services)
		Arrangement Manager (AM) and various subsets of AM releases including IE and Triumph

Consultant will perform all these Phase 1, Phase 3A, and Phase 3B activities, so long as the additional development does not exceed the costs projected in Section 8 of this Statement of Work.

Amexco and Consultant Confidential

7.

Milestones, Deliverables and Acceptance Criteria:

Deliverable		Milestone
Complete all Phase 1 development, testing and implementation corrections and warranty activities. Phase 1 requirements are stipulated in the UDW Foundation BSAR dated 10/19/05 and subsequent change requests documents and redefined K245s listed in Appendix A.		Final date will be determined following test and during the warranty period
Complete all Phase 3 development, testing and implementation, corrections and warranty activities. Phase 3 requirements are currently being documented.		Several Phase 3 releases are planned and the schedule for deliverables has not yet been determined.

IPCNAOO3ISVRIAEXP/job_proj/E_Dir/EMM.nsf

Access to the databases or documentation can and will be provided by the Amexco Project Manager upon request of Global Procurement.

Will Consultant have access to confidential Amexco Employee or Customer data?
YES þ NO o

If yes, please enter data classification level (1, 2, 3 or 4) _2_

7.1

Acceptance Criteria:

•

Phase I Acceptance Criteria

The following events identify the “acceptance” of the Phase 1 deliverables:

	•		UDW makes deliverables available on the Amexco E0 environment and completes hand off to Amexco integration team.
	•		Deliverables are reviewed against documented requirements through the UDW and Amexco quality assurance processes.
	•		Deliverables have been signed-off by UDW and Amexco project management representatives.
	•		Deliverables are migrated to Amexco E3 environment and have processed production transactions for 14 days.

For a period of 60 days after the deliverables have been “accepted” (the “extended acceptance period”), if Amexco and UDW project management (as defined by Sections 2 and 3) determine that the solution does not meet the deliverables as documented in the Phase 1 requirements, UDW agrees to jointly participate with Amexco in Root Cause

Amexco and Consultant Confidential

Analysis (RCA) for any Level 1 and Level 2 issues. During the extended acceptance period, the effort extended by UDW for each RCA will be delivered and billed according to the chart below:

RCA Effort
Hours		RCA Fault Determined		UDW Billing Model
0-***		Any party including UDW		No charge
***+		Other party		Hours over *** are billed at blended project rate as determined by rates documented in this agreement
***+		UDW		No charge and is addressed as normal Maintenance process.

Any defects requiring resolution during the extended acceptance period as found by the RCA will also be resolved through the standard Maintenance agreement. During this extended acceptance period, should the RCA determine that the item is something other than a defect (e.g., requirement gap, enhancement, change request, etc.), the effort required to add said item will be billed as standard time and material rates as outlined in this agreement. After this extended acceptance period, the product is assumed to be fully accepted and the standard maintenance process as outlined in the original agreements (as defined in Section 4)is in force.

•

Phase 3A Acceptance Criteria

The following events identify the “acceptance” of the Phase 3A deliverables:

	•		UDW makes deliverables available on the Amexco EQ environment and completes hand off to Amexco integration team.
	•		Deliverables are reviewed against documented requirements through the UDW and Amexco quality assurance and testing processes.
	•		Deliverables have been signed-off by UDW and Amexco project management representatives.
	•		Deliverables are migrated to Amexco E3 environment and have processed production transactions for 14 days.

For a period of 60 days after the deliverables have been “accepted” (the “extended acceptance period”), if Amexco and UDW project management (as defined by Sections 2 and 3) determine that the solution does not meet the deliverables as documented in the Phase 1 requirements, UDW agrees to jointly participate with Amexco in Root Cause Analysis (RCA) for any Level 1 and Level 2 issues. During the extended acceptance period, the effort extended by UDW for each RCA will be delivered and billed according to the chart below:

Amexco and Consultant Confidential
Page 6 of 13
*** CONFIDENTIAL MATERIAL REDACTED
AND SEPARATELY FILED WITH THE COMMISSION ***

RCA Effort
Hours		RCA Fault Determined		UDW Billing Model
0-***		Any party including UDW		No charge
***+		Other party		Hours over *** are billed at blended project rate as determined by rates documented in this agreement
***+		UDW		No charge and is addressed as normal Maintenance process.

Any defects requiring resolution during the extended acceptance period as found by the RCA will also be resolved through the standard Maintenance agreement. During this extended acceptance period, should the RCA determine that the item is something other than a defect (e.g., requirement gap, enhancement, change request, etc.), the effort required to add said item will be billed as standard time and material rates as outlined in this agreement. After this extended acceptance period, the product is assumed to be fully accepted and the standard maintenance process as outlined in the original agreements (as defined in Section 4) is in force.

•

Phase 3B Acceptance Criteria

The following events identify the “acceptance” of the Ph