EXHIBIT 10.21
THIRD AMENDMENT TO
JOINT VENTURE AGREEMENT
This Third Amendment to the Joint Venture Agreement ("Third Amendment") is made
and entered into as of August 9, 2001 by and among Trans Cosmos, Inc., a
Japanese corporation ("TCI"), Primus Knowledge Solutions, Inc., a corporation
organized under the laws of the State of Washington, U.S.A. ("Primus"), and
Primus Knowledge Solutions KK Japan, a Primus/TCI joint venture company
organized under the laws of Japan as a kabushiki kaisha ("Xxxxxx XX").
BACKGROUND
Primus and TCI established Xxxxxx XX under a Joint Venture Agreement ("JVA")
dated November 16, 1995. Primus, TCI and Xxxxxx XX subsequently amended the
terms and conditions of the JVA on September 25, 1997 (the "First Amendment")
and again on July 17, 2000 (the "Second Amendment").
Primus and TCI now wish to amend the JVA as follows:
AMENDMENT
1. Statutory Auditor. Article 5 of the JVA is amended to provide that Xxxxxx XX
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shall have one (1) statutory auditor as mutually agreed by
Primus and TCI in writing and appointed by TCI in compliance with such
agreement.
2. Documentation and Procedures. Xxxxxx XX shall ensure that all necessary
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Japanese governmental approvals and filings have been obtained and that the
proper corporate governance procedures have been followed in order to effectuate
this Third Amendment.
3. Effect of Amendment. All references to the subject matter of Article 5 of the
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JVA in the First and Second Amendments shall be construed in a manner consistent
with Section 1 of this Third Amendment. Except as expressly amended by this
Third Amendment, and the First and Second Amendments, all other terms and
conditions of the JVA shall remain unaltered and in full force and effect.
4. Governing Language. This Third Amendment is executed in the English language
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which version shall control for all purposes.
This Third Amendment shall take effect immediately on the date first set forth
above.
PRIMUS KNOWLEDGE SOLUTIONS, INC. TRANS COSMOS, INC.
By: /s/ Xxxxxxx X. Xxxxxx By: /s/ Xxxxxx Xxxxxxxxx
Print: Xxxxxxx X. Xxxxxx Print: Xxxxxx Xxxxxxxxx
Title: President and CEO Title: Executive Vice President
PRIMUS KNOWLEDGE SOLUTIONS KK JAPAN
By: /s/ Xxxxxxxx Xxxxxx
Print: Xxxxxxxx Xxxxxx
Title: CEO & President
