Exhibit 10(vi)
May 31, 2001
Xxxxxxxx Xxxxxx, Esq.
General Counsel
National Data Corporation
Two National Data Plaza
Atlanta, Georgia 30329
RE: Amendment to Services Agreement (Batch Processing)
Dear Xxx:
Reference is hereby made to that certain Services Agreement (Batch
Processing), dated as of January 31, 2001 (the "Agreement"), by and between
Global Payments Inc. ("Global") and National Data Corporation ("NDC") that was
executed in connection with the Global spin-off transaction. Pursuant to the
Agreement, Global agreed to provide certain batch processing services on behalf
of NDC until such time as the parties were able to separate the batch processing
capabilities of the Unisys computers that supported both the NDC health business
and the Global electronic transaction processing business. The original term of
the Agreement expired on May 31, 2001, but the parties desire to continue the
existing arrangement for the foreseeable future subject to the following
amendments to the Agreement.
In order to continue the term of the Agreement, the parties have agreed to
amend and restate Section 4.02 of the Agreement in its entirety to read as
follows:
Upon the expiration of the Initial Term, this Agreement will automatically
be renewed for two (2) successive one (1) year terms (each, a "Renewal
Term", and together with the Initial Term, collectively referred to as the
"Term"), unless the Recipient gives written notice of non-renewal to the
Provider at least thirty (30) days prior to the expiration of the then
current Term. It is understood and agreed by the parties hereto that the
final Renewal Term (unless earlier terminated) will expire on May 31, 2003.
The parties have also agreed to amend and restate Section 4.04(a) of the
Agreement in its entirety to read as follows:
(a) By Recipient for Convenience
Recipient may terminate this Agreement for convenience, in whole or in
part, by giving the Provider at least ninety (90) days prior written notice
of termination.
Finally, the parties have agreed to amend and restate "Addendum II -
Allocation of Costs" in its entirety, so that it now reads as provided in
Exhibit A attached to this letter.
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Other than as expressly provided above, the Agreement shall remain in
full force and effect.
Please indicate your acceptance to the foregoing amendment to the
Agreement by acknowledging this letter in the space provided below.
Sincerely yours,
/s/ Xxxxxxx X. Xxxxxx
Xxxxxxx X. Xxxxxx
General Counsel
Acknowledged and Agreed to:
By: /s/ Xxxxxxxx X. Xxxxxx
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Name: Xxxxxxxx X. Xxxxxx
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Title: General Counsel
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Date: May 31, 2001
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EXHIBIT A
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Addendum II--Allocation of Costs
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Recipient will pay monthly fees to Provider for the Services. The Fees
will be based on the allocated cost of the Services.
As of June 1, 2001, Provider has estimated that the Services will have an
allocated monthly cost of $24,436.50, calculated as follows:
Provider estimates that the following personnel time will be required to
provide the Services: (i) thirty minutes of manpower per day for print time,
(ii) one hour of manpower per day for batch run set-up, (iii) three hours of
manpower per day for tape handling, (iv) two hours of manpower per day for
offsite handling, (v) thirty minutes of manpower per day for customer support
and (vi) two hours of manpower per day for system operations, for an estimated
monthly allocated cost of $10,800.00.
Provider estimates that (i) it will print an estimated 13,500 daily claims
processing print files (HC/RX) per month; (ii) print an estimated 2,000 weekly
Customer Profile System files per month for an estimated monthly allocated cost
of $297.00
Provider estimates that the estimated time requirement by Provider to
conduct all of the above batch runs is 14 hours per month, for an allocated
monthly cost of $10,150.00.
Provider estimates that Recipient will require an estimated 6,604 Tandem
backup tapes annually and an estimated 5,034 Unisys backup tapes annually, for
an allocated monthly cost of $970.00.
Provider estimates that Recipient will require (i) off-site storage for 225
total Tandem back-up tapes; (ii) [off-site] storage for 3,960 total generic
daily tapes, and (iii) [off-site] storage for twelve cases of VAX/CLINIX backup
tapes, for an estimated fee to an outside vendor of $2,152.50 for such offsite
storage.
The parties acknowledge that the Services provided by the Provider under
the Agreement will likely be terminated by the Recipient in phases over time and
that the monthly allocated costs under the Agreement and this Addendum will be
correspondingly reduced as such Services are no longer provided hereunder.
