EXHIBIT 10.3
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 an asterisk (†).
SECOND AMENDMENT TO SERVICES
AGREEMENT
This Second Amendment to Services
Agreement (“ Second Amendment ”) is made
effective as of the 30th day of August 2006 (“ Second
Amendment Effective Date ”), by and between Third
Party Verification, Inc. (“ 3PV ”), 220 E.
Central Parkway, Suite 3000, Altamonte Springs, FL 32701; and
Vonage Network of New Jersey Inc. d/b/a/ Vonage Network Inc., a
Delaware corporation (assignee of Vonage Holdings Corporation), and
its successors and assigns (collectively, “ Vonage
”).
RECITALS
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A.
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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 as of
May 10, 2006 (together, the “ Services Agreement
”).
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B.
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3PV and Vonage
desire to further amend the Services Agreement to provide for the
provision of additional services, as more fully described in this
Second Amendment.
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C.
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Capitalized
terms not otherwise defined in this Second Amendment shall have the
meaning given in the Services Agreement.
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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:
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1.
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Services: The following service shall supplement and be in
addition to the “Services” described under the Services
Agreement:
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3PV agrees to provide an Interactive
Voice Response System (“ IVR ”) †. More
specifically, commencing on the Second Amendment Effective Date,
immediately following the conclusion of the customer’s
subscription process with a Vonage live agent, †.
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2.
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Pricing: The pricing relating to the above described
Service will be as follows:
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Stand-Alone IVR Session:
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†
*
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Live Agent Review (Auditing):
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†
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Intuitive Opt-Out Capability:
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†
**
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Expedited Call-Back Capability:
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No additional charge***
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In addition, the monthly charges for
live 3PV agent interaction (i.e., the “Martina
Services”) with Vonage customers (including live agent
responses to Expedited Call-Backs, Intuitive Opt-Out, and other IVR
system fall-through
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†
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Confidential
treatment has been requested. The redacted material has been
separately filed with the Commission.
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customers) shall be $ †. For clarity, this
monthly per minute fee supersedes and replaces