EXHIBIT 10.1
FINAL
AMENDMENT TO MASTER SERVICES AGREEMENT
This Amendment to the Master Services Agreement is entered into this 1st
day of November, 2006 by and between Seisint, Inc. ("Seisint"), with its
principal place of business at 0000 Xxxx xx Xxxxxxxx Xxxxxxxxx, Xxxx Xxxxx,
Xxxxxxx 00000, and Edentify, Inc. ("Edentify"), with its principal place of
business at 00 Xxxx Xxxxx Xxxxxx, Xxxxx 000, Xxxxxxxxx, Xxxxxxxxxxxx 00000.
WHEREAS, Seisint and Edentify (collectively the "Parties") entered into the
Master Services Agreement and SOW 1 to Master Services Agreement (collectively
the "Agreement") on October 3, 2005 for Seisint to provide Edentify processing
services; and
WHEREAS, Seisint and Edentify seek to create a framework for resolving
their dispute;
WHEREAS, the Parties have agreed to amend the Agreement and intend that
this Amendment shall constitute an amendment thereto;
NOW, THEREFORE, agreeing to be bound by the terms and conditions of this
Amendment, the Parties hereby agree that the Agreement shall be modified and
amended as follows:
1. Section 4.2 of the Agreement is deleted in its entirety and is replaced by
the following:
A. On or before 2:00 PM, eastern timezone, on November 2, 2006, Edentify
shall pay to Seisint the sum of Three Hundred Thousand Dollars
($300,000.00) via wire transfer to:
Account Name: Seisint, Inc.
Bank Name: Citibank, N.A.
Bank Address: New York, NY
Account # 00000000
ABA # 000000000
Edentify shall with respect to that payment also on or before that time
forward wire transfer remittance information, including customer account
number, customer name and payment amount to xxxxxxxx@xxxxxxx.xxx.
Page 1 of 3
FINAL
B. On or before noon, eastern timezone, on November 30, 2006, Edentify
shall pay to Seisint the sum of Four Hundred Thousand Dollars ($400,000.00)
via wire transfer to:
Account Name: Seisint, Inc.
Bank Name: Citibank, N.A.
Bank Address: New York, NY
Account # 00000000
ABA # 000000000
Edentify shall with respect to that payment also on or before that time
forward wire transfer remittance information, including customer account
number, customer name and payment amount to xxxxxxxx@xxxxxxx.xxx.
C. Edentify shall additionally pay to Seisint by the same wire transfer
process the sum of Twenty-five Thousand dollars ($25,000.00) on November
30, 2006; on December 31, 2006; and again on January 31, 2007 as payment
for the continued provision of services by Seisint during each of those
months.
D. In the event that Edentify fails to make any of the foregoing payments
on or before the specified time and date:
i. the payment obligations and terms set forth in the Agreement prior
to execution of this Amendment are reinstated as if they had never
been deleted and Seisint's rights to enforce such payment obligations
are reinstated.
ii. immediately upon any such failure, Seisint may without liability
terminate the provision of service to Edentify without notice.
2. In consideration for executing this Amendment Edentify, on behalf of itself
and its affiliates, hereby releases and forever discharges Seisint and its
affiliates, and their respective officers, directors, shareholders,
licensees, trustees, members, managers, employees, heirs, administrators,
agents, partners, attorneys, underwriters, predecessors, successors,
affiliates and assigns from any and all claims, damages, judgments, liens,
demands, orders, requests, actions, suits, causes of action, liabilities,
losses, costs, penalties, fines, expenses and demands of every kind or
nature whatsoever whether at law or in equity, known to Edentify as of the
date of this Amendment, matured or unmatured, arise out of or relate to
Seisint's obligations under the Agreement.
Page 2 of 3
FINAL
Claims arising after the date of this amendment shall be subject to the
claims resolution provisions contained within the Master Agreement.
Upon payment to Seisint of all of the amounts described in Section 1 of
this Amendment, the Agreement shall immediately terminate and Seisint and
Edentify agree to waive and release all claims they may have at that time
against each other.
3. Provided that Edentify meets all obligations set forth in Section 1 of this
Amendment, Seisint shall continue to provide service to Edentify pursuant
to SOW 1 until January 31, 2007 but Seisint shall not hereafter update the
data it provides to Edentify.
4. Provided that Edentify meets all obligations set forth in Section 1 of this
Amendment, the term of the Agreement, and including but not limited to SOW
1 to the Agreement, shall end at midnight on January 31, 2007 and any terms
in the Agreement that provide otherwise are hereby deleted.
5. The Parties agree that the Agreement is amended solely as stated in this
Amendment and that the Agreement shall otherwise, providing that Edentify
complies with the terms herein, remain in full force and effect and shall
govern the relationship, duties, and rights of the Parties. All capitalized
terms used in this Amendment, but not otherwise defined herein, shall have
the meanings set forth in the Agreement.
6. This Amendment sets forth the entire agreement and understanding of the
Parties with respect to the subject matter hereof and shall supersede and
cancel all prior offers, negotiations, and agreements between the parties
that strictly relate to the matters contained herein. If a conflict arises
between the terms and conditions of this Amendment and the Agreement, then
such conflict shall be resolved in favor of this Amendment.
IN WITNESS WHEREOF, the Parties have duly executed and delivered this
Amendment on the date set forth above.
SEISINT, INC. EDENTIFY, INC.
By: /s/ Xxxxx Xxxx By: /s/ Xxxxxxxx XxXxxxxx
--------------------------------- ------------------------------------
Name: Xxxxx Xxxx Name: Xxxxxxxx XxXxxxxx
Title: CEO Title: CEO
Page 3 of 3
