AMENDMENT TO MARKETING AGREEMENT
This Amendment to Marketing Agreement is made as of this __ day of
______________, 2001, between Preferred Voice, Inc., a Delaware corporation
("PVI") and ______________________, a ________ ("Carrier").
BACKGROUND INFORMATION
PVI and Carrier entered into a Marketing Agreement dated ___________, _____(the
"Agreement") under which PVI agreed to install Systems that would permit Carrier
to provide certain speech-enabled services, such as Safety Dialing, to its
wireless subscribers and wireline customers. PVI and Carrier have decided on a
new method for marketing the Safety Dialing Service. In light of the new
marketing plans, the parties wish to amend the compensation payable under the
Agreement.
Accordingly, in consideration of the above and the agreements set forth below,
PVI and Carrier agree as follows:
SUBSTANTIVE PROVISION
1. Terms that were defined in the Agreement will have the meanings as described
to them in the Agreement when used in this Amendment.
2. From and after the date Carrier commercially offers Services to its wireless
subscribers in a market (the "Launch Date"), Carrier shall provide Safety
Dialing to all of its wireless subscribers in that market, including new
wireless subscribers who start service after the Launch Date. As soon as
practical after this Amendment is executed, Carrier shall provide PVI a schedule
of its Launch Dates for all of its markets so PVI may schedule installations.
The Launch Dates may be modified by agreement of the parties if PVI's
installation schedule requires it. PVI requires at least 60 days prior notice of
a Launch Date that is not already scheduled for installation.
3. PVI shall contribute up to $______ per wireless subscriber of the
compensation it receives for Safety Dialing for each of the first three months
after the Launch Date to a wireless subscriber awareness marketing campaign to
be conducted by PVI and coordinated through Carrier.
4. Exhibits E and E-1 are amended to read in their entirety as does Attachment I
to this Amendment.
AMENDMENT TO MARKETING AGREEMENT - Page 1 of 2
5. The Agreement remains in full force and effect in accordance with its terms
as amended hereby.
PREFERRED VOICE, INC. "CARRIER"
By: By:
Name: Name:
Title: Title:
AMENDMENT TO MARKETING AGREEMENT - Page 2 of 2
ATTACHMENT I
EXHIBIT E
REVENUE SHARING FEES
The following rates are contingent on Carrier serving approximately ________
wireless subscribers in multiple wireless markets and wireline markets in which
Service may be offered having approximately __________ access on the execution
of the Agreement.
___% of all Revenue from Safety Dialing, which shall provide PVI a payment of at
least $____ per month per wireless subscriber in any market in which Service is
offered; and
___% of the Revenue from all other Services until total Revenue, including
Revenue from Safety Dialing, equals $_________ times the number of Systems that
have been installed; and ___% of the Revenue from all other Services thereafter.
If a System is installed after PVI's share of the Revenue from other Services
has been reduced to ___%, then PVI's share of the Revenue from other Services
shall increase to ___% until the payments equals $________ for each such System
in addition to the payments that would have been made if PVI were only paid ___%
of the Revenue.
For purposes of this Agreement, Revenue shall equal the greater of
(i) the amount that would have been received by Carrier if the charges
set forth in the Exhibit E-1 had been charged to each subscriber using
or authorized to use one of the Services described in Exhibit E-1,
except that if Carrier is offering reduced rates or free service as
part of a promotion, for any Service other than Safety Dialing, only a
new subscriber's actual revenue need be accrued for the promotion
during the first 30 days of service to the new subscriber, or
(ii) the actual revenue received from subscribers using a Service
offered by means of a System, excluding sales and use taxes, interest
and late charges, except that if the charge for any of the Services
described in Exhibit E-1 is bundled into another service charge for
Carrier's service, Revenue shall include an amount equal to the charge
for that Service as set forth in Exhibit E-1 times the number of
subscribers who have access to that Service as a part of their service
from Carrier.
ATTACHMENT I - EXHIBIT E - REVENUE SHARING FEES
AMENDMENT TO MARKETING AGREEMENT - Page 1 of 1
EXHIBIT E-1
Service Monthly Fees
------- ------------
Emma. The "Smart" Business Line $_____
and Emma PA (Personal Assistant)
Emma CD $_____ plus $____ per line
Xxxx XX $_____ plus $____ per line
Emma FF $_____
VIP Emma $_____ per line
Speech2Content $_____
Information Please $_____
Fleet Calling Advantage $_____ per phone in the
calling circle
Safety Dialing $_____
EXHIBIT E-1
AMENDMENT TO MARKETING AGREEMENT - Page 1 of 1
