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EXHIBIT 10.1
AMENDMENT AGREEMENT
REDACTED
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AMENDMENT AGREEMENT
This Amendment Agreement made as of this 31st day of January, 1996 by and
between MAXSERV, INC., a Delaware corporation (hereinafter called "MaxServ")
and SEARS, XXXXXXX AND CO., a New York corporation (hereinafter called
"Sears").
Reference is hereby made to the Parts Service Agreement ("Agreement") made as
of December 29, 1994, by and between MaxServ and Sears with respect to the
provision of Teleparts and Technical Assistance Desk Services by MaxServ to
Sears.
Sears and MaxServ desire to amend the Agreement to change the pricing provision
of Addendum #1, Technical Assistance Desk Services, and Addendum #2, Teleparts
Services, for the 1996 calendar year and to add Addendum #3, Technical
Assistance Desk and Teleparts Support Services;
Now, Therefore, MaxServ and Sears mutually agree as follows:
1. Addendum #1, Technical Assistance Desk Services, is hereby
amended to change the pricing therefor for the 1996 calendar year by
adding to Addendum #1 the pricing provision attached hereto as Exhibit
A.
2. Addendum #2, Teleparts Services, is hereby amended to change
the pricing therefor for the 1996 calendar year by adding to Addendum
#2 the pricing provision attached hereto as Exhibit B.
3. The Agreement is hereby amended by adding Exhibit C hereto as
an Addendum #3, Technical Assistance Desk and Teleparts Support
Services, to the Agreement providing for the costs of support services
to be provided for the Technical Assistance Desk and Teleparts
Services systems.
Such amendments to be effective January 1, 1996.
The Agreement, as herein amended, is fully ratified and affirmed.
In WITNESS WHEREOF, MaxServ and Sears have caused this Amendment Agreement to
be executed by person duly authorized thereunto as of the date first above
stated.
MAXSERV, INC. SEARS, XXXXXXX AND CO.
By: Xxxx X. Xxxxxxx By: Xxxxxx X. Xxxxxxxxxx
-------------------------------- ------------------------------------
Name: Xxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxxxxx
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Title: Sr. Vice President Finance Title: Vice President Product Services
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Calendar 1996
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(EXHIBIT A)
TECHNICAL ASSISTANCE DESK SERVICES
PRICING
The Technical Assistance Desk services will be provided under the following fee
structure:
MONTHLY
INCOMING CALL INCREMENTAL
STEP VOLUME PRICE PER CALL*
---- ------ ---------------
1 First # $ #
2 # $ #
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3 # $ #
4 # and Over $ #
* Changes in hours and days of operation could result in pricing changes.
Price includes charges for all services as outlined in Description Of
Service to be provided in connection with TAD Services pursuant to
this Agreement.
Calendar 1996
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(EXHIBIT B)
TELEPARTS SERVICES
PRICING
MaxServ will not be liable to Sears for returns and allowance charges upon
termination of this Agreement.
THE TELEPARTS SERVICES PRICING AND REVISED FEE STRUCTURE FOR CALENDAR YEAR 1996
IS AS FOLLOWS:
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A payment of $ # will be paid to MaxServ in January or February, 1996.
In addition, Teleparts Services will be provided by MaxServ on a fee structure
which when applied to Teleparts Revenue (defined below) as projected in the
1996 Product Services Teleparts Plan ("1996 Projected Teleparts Revenue") shall
yield service fees to MaxServ of not less than $ # incremental to what
MaxServ would have received if such fees were determined by the fee structure
used in 1995 applied to the 1996 Projected Teleparts Revenue.
Sears and MaxServ shall # , or more frequently, review the actual 1996
Teleparts Revenue, the 1996 fee structure, the resulting and the projected
service fees to MaxServ for the 1996 calendar year. If the projected $ #
incremental service fees for the 1996 calendar year is not obtainable for
reasons other than failure of MaxServ to perform services in accordance with
the performance standards of the Parts Service Agreement, Sears and MaxServ
shall agree to adjust the 1996 service fee schedule so that such incremental
service fees will be obtained.
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Teleparts Revenue is defined as #
.
The service fee rates that are applicable to various categories of Teleparts
Revenue are defined in the following schedule.
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RESIDENTIAL
----------- COMMERCIAL #
REVENUE REVENUE REVENUE
------- ------- -------
# # #
For 1996, there will be no # pricing for annual Teleparts Revenue
over $ # million as provided in calendar year 1995.
Changes in hours and days of operation could result in pricing changes.
Calendar 1996
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(EXHIBIT C)
ADDENDUM #3 TO PARTS SERVICE AGREEMENT BETWEEN
SEARS, XXXXXXX AND CO.
AND MAXSERV, INC.
DATED AS OF DECEMBER 29, 1994
TECHNICAL ASSISTANCE DESK AND TELEPARTS SUPPORT SERVICES
Sears shall pay MaxServ and MaxServ shall invoice Sears for approved time,
reimbursement materials and other costs incurred by MaxServ in performing
support services for the Teleparts Service and Technical Assistance Desk
systems under this Agreement requested by Sears, or due to Sears system
modifications, enhancements and/or changes in operating policies and procedures
affecting MaxServ's existing systems and call services. MaxServ support
service fee rates for this time is defined as labor and payroll burden costs,
plus # thereof.
Travel expenses to Sears designated locations which are incurred by MaxServ to
perform such support services for Sears system modifications, enhancements or
operating policy and procedure changes as stated above, will be invoiced to
Sears # as permitted by and in accordance with Sears standard policy on
travel expenses for its own employees.
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Calendar 1996
