ADDENDUM NO. 6 TO MARKETING AGREEMENT
Exhibit 10.10D
ADDENDUM NO. 6 TO MARKETING AGREEMENT
This Addendum No. 6 to Marketing Agreement (this “Addendum No. 6”), dated as of September 21,
2009 (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 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, Addendum No. 3 dated as of
January 1, 2008, Addendum No. 4 dated as of March 14, 2008, and Addendum No. 5 dated as of July 1,
2008, the “Agreement”).
WHEREAS, the Parties wish to ( * * * ) and desire to amend certain provisions of the Agreement
to accomplish this goal;
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. 6 shall be effective as of the Addendum Effective Date. | ||
| 2. | Section 1 of Exhibit C of the Agreement is hereby revised by adding the following: |
“Effective for all new Enrollees
enrolling in Programs ( * * * ), in lieu of
any other fees under this Exhibit C, Intelius shall receive from Adaptive
( * * * ) of the ( * * * ) and ( * * * ) of
( * * * )as defined
in Exhibit A to the Agreement (except that solely for purposes of this
Addendum No. 6, the language ‘Excess Enrollees’ in said definitions shall be
restated to read ‘Test Period Enrollees’).
Commissions with respect to Test Period
Enrollees billed applicable Program
membership fees during any calendar month shall be paid to Intelius,
less Appropriate Reserves ( * * * ), ( * * * ) after the
conclusion of the calendar month during which a particular Test Period
Enrollee is billed the applicable Program membership fee.
After the conclusion of the ( * * * ) and ( * * * ) periods following the
calendar month during which Test Period Enrollees enroll in any Program
hereunder, fees paid to Intelius hereunder with respect to such Test Period
Enrollees shall be reviewed, and to the extent that such amount paid to
Intelius exceeds or is less than the amount earned by Intelius hereunder
with respect to such Test Period Enrollees through such review date, any
such amount by which Intelius was overpaid or underpaid shall be paid to the
Party entitled to such amount within ( * * * ) after the
determination of such amount (or at the option of the Party entitled to such
amount, may be set off against fees owed to the other Party hereunder).”
| 3. | This Addendum No. 6 supplements and modifies the Agreement only to the extent that the terms of this Addendum No. 6 expressly conflict with the Agreement. Nothing in this Addendum No. 6 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. 6. | ||
| 4. | This Addendum No. 6 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. |
(* * *) Certain information in this agreement has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
IN WITNESS WHEREOF, the Parties have caused this Addendum No. 6 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: | /s/ [illegible signature] | |||||
Name:
|
Xxxx X. Xxxxxx | Idaptive Marketing LLC | ||||||
Title:
|
Exec V.P. | Its sole Member | ||||||
