Exhibit 10.21
AMENDMENT TO MARKETING AGREEMENT
This Amendment to Marketing Agreement is made as of this 25th day of
January, 2001, between Preferred Voice, Inc., a Delaware corporation ("PVI") and
Cellular Mobile Systems, a LLP ("Wireless Provider).
BACKGROUND INFORMATION
PVT and Wireless Provider entered into a Marketing Agreement dated May 12, 2000
(the "Agreement") under which PVI agreed to install Systems that would permit
Wireless Provider to provide certain speech-enabled services, such Safety
Dialing, to its customers. PVI and Wireless Provider 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 Wireless Provider 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 it commercially offers Services to its
customers in a market (the "Launch Date"), Wireless Provider shall provide
Safety Dialing to all of its customers in that market. As soon as practical
after this Amendment is signed, Wireless Provider shall provide PVI a schedule
of its Launch Dates for all of its markets so PVI may schedule installation. 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 customer of the compensation it
receives for Safety Dialing for each of the first three months after the Launch
Date to a customer awareness marketing campaign to be conducted by Wireless
Provider with the assistance of PVI. PVI may prefund contributions to the
marketing campaign. PVI will also contribute up to **% of the amounts it
receives in the first three months following a Service's Launch Date for any
other Service offered by Wireless Provider to the customer awareness marketing
company.
4. Exhibit E is amended to read in its entirety as does Attachment I to
this Amendment.
5. The Agreement remains in full force and effect in accordance with its
terms as amended hereby.
PREFERRED VOICE, INC.
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By: /s/ Xxxxxxx Xxxxx By: /s/ Xxxxxxx X. Xxxxx
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Name: Xxxxxxx Xxxxx Name: Xxxxxxx X. Xxxxx
Title: SVP Title: President and CEO
**[Confidential Treatment] indicates portions of this document have been deleted
from this document and have been separately filed with the Securities and
Exchange Commission.
ATTACHMENT II
EXHIBIT E
REVENUE SHARING FEES
**% of all Revenue, which for Safety Dialing shall provide PVI a payment of at
least $** per Wireless Provider subscriber in any market in which Service is
offered, where Revenue equals the greater of
(i) the amount that would have been received by Wireless Provider 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 Wireless Provider 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
Wireless Provider'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 Wireless Provider.
**Confidential Treatment Requested.
