Exhibit 4.2(b)
AMENDMENT 03 TO VERISIGN INTERNATIONAL AFFILIATE AGREEMENT
This Amendment 03 to the VeriSign International Affiliate Agreement ("Amendment
03") is made as of the __ day of February, 2003 ("Amendment 03 Effective Date")
by and between Eurotrust A/S, formerly known as Xxxx0X0.xxx A/S, ("Affiliate")
and VeriSign, Inc. ("VeriSign").
WHEREAS, Affiliate and VeriSign are parties to an International Affiliate
Agreement dated November 17, 2000 as amended by an Amendment 01 dated June 20,
2001, an Amendment 01 dated March 31, 2002, and an Amendment 02 dated June 17,
2002 (individually, "Affiliate Agreement", "Amendment 01", "Authorized Training
Center Amendment" and "Amendment 02", respectively, and collectively, the
"Agreement"); and
WHEREAS, Affiliate and VeriSign desire to amend certain terms and
provisions of the Agreement by this Amendment 03 on the terms and conditions set
forth herein;
NOW, THEREFORE, in consideration of the covenants and agreements set forth
herein and other good and valuable consideration the receipt, adequacy and
sufficiency of which are hereby acknowledged, the Parties hereto, intending to
be bound, agree as follows:
1. Definitions. Unless otherwise defined herein, capitalized terms shall
have the meanings ascribed to them in the Agreement.
2. Authorized Training Center Amendment
2.1 Termination of Authorized Training Center Amendment. Affiliate
and VeriSign agree that the Authorized Training Center Amendment shall be
terminated as of the Amendment 03 Effective Date. Affiliate agrees to
comply with the procedures set forth in Section 13.5 of the Agreement.
2.2 Release of VeriSign by Affiliate. Affiliate hereby for itself,
its agents, servants, employees, attorneys, successors, assigns and anyone
claiming by or through it, remises, releases and forever discharges
VeriSign, its agents, servants, employees, officers, directors,
stockholders, attorneys, heirs, executors, administrators, subsidiaries,
affiliates, successors and assigns, from any and all causes, rights,
actions, suits, proceedings, debts, dues, contracts, damages, claims and
demands of whatsoever kind and nature in law or in equity, it now has, has
had or to date may have, related to the Authorized Training Center
Amendment, which were raised or could have been raised by Affiliate.
2.3 Release of Affiliate Payment Obligations by VeriSign. VeriSign
hereby for itself, its agents, servants, employees, attorneys, parent,
successors, assigns and anyone claiming by or through it, remises,
releases and forever discharges Affiliate, its agents, servants,
employees, officers, directors, stockholders, attorneys, heirs, executors,
administrators, subsidiaries, affiliates, successors and assigns, from the
amounts that are due under the Authorized Training Center Amendment.
3. Settlement of Past Due Invoices. Affiliate agrees to pay VeriSign in
full and final settlement of all past due invoices and payments owed to VeriSign
which were invoiced or scheduled to be invoiced under the Affiliate Agreement,
Amendment 01, the Authorized Training Center Amendment and Amendment 02 as of
the Amendment 03 Effective Date the amount of US$400,000
(the "Settlement Amount"). The Settlement Amount shall be paid by Affiliate
within five (5) days of the Amendment 03 Effective Date.
4. Payment Services Platform. The parties agree that as of the Amendment
03 Effective Date Schedule 2-A of Amendment 01 is deleted in its entirety and is
replaced with Schedule 1 hereto.
5. Term of Agreement. The Term of the Agreement is hereby changed from
"Five (5) Years" to "Through December 31, 2010". Notwithstanding the preceding
sentence, the terms and conditions for the VeriSign Payments Services as set
forth in Sections 2.6 and 2.7 of Amendment 01 shall be granted until November
16, 2006, and Section 2.14 of Schedule 8 of Amendment 01 is hereby revised to
read as follows:
"2.14 Term. This Addendum will become effective as of the
Effective Date, and will remain in effect until November 16, 2006."
6. Minimum Annual Sell-Through Commitment. Section 2.5 of Amendment 01,
Table 3 of the Affiliate Agreement and accompanying Notes, and Section 5.5 of
the Agreement are hereby deleted. The parties agree that for the calendar year
2003, Affiliate shall be responsible for paying Minimum Annual Sell-Through
Commitment of US$2,000,000, which payment shall be invoiced by VeriSign thirty
(30) days after the commencement of each calendar quarter and paid by Affiliate
quarterly on a net thirty (30) days basis; provided that for the first quarter
of 2003, VeriSign shall submit the invoice to Affiliate no later than February
28, 2003. Minimum Annual Sell-Through Commitment for the calendar years
following 2003 shall be mutually agreed to by the parties pursuant to an
amendment to this Agreement made no less than sixty (60) days prior to end of
the calendar year 2003. The parties agree that Minimum Annual Sell-Through
Commitment or "Minimum Royalty Payments" are royalty payments made to VeriSign
by Affiliate not including software maintenance, consulting, installation,
training, travel and expenses or marketing program fees.
7. Annual Fees. Sections 2.1 and 2.2 of Amendment 01, and Table 1 of the
Affiliate Agreement and accompanying Notes are hereby deleted. The Annual Fees
to be due as of January 1, 2003 shall be as follows:
* Omitted pursuant to the Registrant's Confidential Treatment Application
and filed separately with the Securities and Exchange Commission.
8. Revenue Sharing for Sell-Through of VeriSign's Services. Section 2.4 of
Amendment 01, and Table 2 of the Affiliate Agreement and accompanying Notes are
hereby deleted. The Affiliate Revenue Sharing for Sell-Through of VeriSign
Services to be due following January 1, 2003 shall be as follows:
* Omitted pursuant to the Registrant's Confidential Treatment Application
and filed separately with the Securities and Exchange Commission.
9. Maintenance. Section 3.6 of the Agreement is hereby deleted and
replaced with the following language: "Maintenance. VeriSign will deliver
software patches, bug-fixes, error corrections, enhancements and software
upgrades as developed by VeriSign for the VeriSign Software utilized by
Affiliate. Software upgrades will generally be the prior release updated to
include all intermittent patch releases and possible addition of new features.
VeriSign will support the current release of the VeriSign Software and one
previous release at any given time. Affiliate shall install a new release or
software upgrade within ninety (90) days of receipt, except in circumstances
where operations shall be affected, in which case, Affiliate shall install as
soon as reasonably possible. VeriSign may cease to offer maintenance for any
previous version of any VeriSign Software by notice delivered to Affiliate
ninety (90) days before such cessation if VeriSign generally ceases to offer
maintenance to its licensees of the same version or product. In the event
VeriSign offers standard upgrades to Affiliate it should be part of the annual
platform fees and in the event VeriSign offers major new functionality to
Affiliate, VeriSign shall, in its sole discretion, determine the additional fees
applicable thereto. Notwithstanding the foregoing, Affiliate shall incur and be
responsible for any and all project management and professional services fees
and travel and expenses related to any such upgrades and or installation of
major new functionality."
10. Non-competition with VeriSign's Domain Name Registration Business.
Affiliate agrees that it not develop, produce, market or sell a Domain Name
Conflicting Product or Service in any Nordic country during the Term of the
Agreement in accordance with the Purchase Agreement between VeriSign and
Affiliate as of June 20, 2001. For purposes of this Section, "Domain Name
Conflicting Product or Service" means any product or service of the type and
kind manufactured, engineered, developed, distributed, sold, marketed or
rendered by VeriSign in the area of domain name registration and renewal
business, where the features and performance of the product or service are
substantially similar to those of a VeriSign product or service in the area of
domain name registration and renewal.
11. Additional Assistance. The parties agree that VeriSign shall at any
time be entitled to assign a VeriSign account manager to Affiliate's place of
business to assist with Affiliate with its operations and financials. Such
employee placement will be mutually agreed to by VeriSign and Affiliate.
12. Effect of Amendment. This Amendment 03 constitutes an amendment to the
sections and any attachments of the Agreement and, in the event of any
inconsistency between the terms of this Amendment 03 and the Agreement with
respect to such sections or attachments, the terms of this Amendment 03 shall be
controlling. Except as specifically and to the extent modified by this Amendment
03, all of the terms and provisions of the Agreement shall continue to remain in
full force and effect.
IN WITNESS WHEREOF, the Parties have hereunto set their hands and seals as
of the day and year first above written.
EUROTRUST A/S VERISIGN, INC
By: /s/ Xxxx Xxxxxxxx By: /s/ [ILLEGIBLE]
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Name: Xxxx Xxxxxxxx Name: [ILLEGIBLE]
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Title: CEO Title: EXECUTIVE VICE PRESIDENT
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Date: 25-02-2003 Date: 1/3/03
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SCHEDULE 1
FEES FOR PAYMENT SERVICES
* Omitted pursuant to the Registrant's Confidential Treatment Application
and filed separately with the Securities and Exchange Commission.
