ADDENDUM NO. 4 TO MARKETING AGREEMENT
Exhibit 10.10B
ADDENDUM NO. 4 TO MARKETING AGREEMENT
This Addendum No. 4 to Marketing Agreement (this “Addendum No. 4”), dated as of March 14, 2008 (the “Addendum Effective Date”), by and between Adaptive Marketing LLC, a Delaware
limited liability company with principal offices located at 00 Xxxxxx Xxxxxx, Xxxxxxx, Xxxxxxxxxxx
00000 (“Adaptive”), and Intelius Sales Company, LLC, a Nevada limited liability company with
principal offices located at 000 000xx Xxxxxx, XX, 00xx Xxxxx, Xxxxxxxx,
Xxxxxxxxxx 00000 (“Intelius”; Intelius and Adaptive shall be referred to herein singularly as a
“Party” and together as the “Parties”), amends that certain Marketing Agreement by and between the
Parties dated as of July 10, 2007 (collectively with Addendum One to Marketing Agreement dated as
of September 8, 2007, Addendum Two to Marketing Agreement dated as of December 21. 2007, and
Addendum No. 3 dated as of January 1, 2008, the “Agreement”).
WHEREAS, the Parties desire to amend certain provisions of the Agreement;
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are
hereby mutually acknowledged, the Parties hereby agree as follows:
| 1. | This Addendum No. 4 shall be effective as of the Addendum Effective Date. | ||
| 2. | Exhibit A of the Agreement is hereby revised to add the following two definitions: | ||
| a. [ * * * ] means the number of Enrollees enrolling in Programs during [ * * * ]. | |||
| b. [ * * * ] means a number of Enrollees enrolling in Programs during [ * * * ]. | |||
| 3. | Section 1 of Exhibit C of the Agreement is hereby modified by adding the following paragraph to read as follows: | ||
| “For [ * * * ] only, in lieu of any other fees under this Section 1, Adaptive shall pay to Intelius [ * * * ]. For all new Enrollees enrolling in Programs [ * * * ] after [ * * * ] (such new Enrollees [ * * * ] shall be included within the definition of “Excess Enrollees”), in lieu of any other fees under this Section 1, Adaptive shall pay to Intelius [ * * * ] (such [ * * * ]). | |||
| 4. | Section 2 of Exhibit C of the Agreement is hereby modified by adding the following paragraph to read as follows: |
“Notwithstanding the above payment requirements, payments by Adaptive for
Enrollees enrolling in Programs during May 2008 shall be made on or before
July 1, 2008.”
| 5. | This Addendum No. 4 supplements and modifies the Agreement only to the extent that the terms of this Addendum No. 4 expressly conflict with the Agreement. Nothing in this Addendum No. 4 should be interpreted as invalidating the Agreement, and the provisions of the Agreement will continue to govern relations between the Parties insofar as they do not expressly conflict with this Addendum No. 4. | ||
| 6. | This Addendum No. 4 may be executed in counterparts and by facsimile, each of which shall be deemed an original and both of which together shall constitute one and the same document. |
CONFIDENTIAL
[ * * * ] Confidential treatment requested
[ * * * ] Confidential treatment requested
IN WITNESS WHEREOF, the Parties have caused this Addendum No. 4 to be executed by their duly
authorized representatives as of the Addendum Effective Date.
| INTELIUS SALES COMPANY, LLC | ADAPTIVE MARKETING LLC | |||||||||
By:
|
/s/ Xxxx X. Xxxxxx | By: | [illegible signature] | |||||||
Name:
|
Xxxx X. Xxxxxx | Idaptive Marketing LLC | ||||||||
Title:
|
Exec. V.P. | Its sole Member | ||||||||
CONFIDENTIAL
[ * * * ] Confidential treatment requested
[ * * * ] Confidential treatment requested
