0001193125-10-058414 Sample Contracts

RELATIONSHIP AGREEMENT
Relationship Agreement • March 16th, 2010 • Rewards Network Inc • Services-business services, nec • Massachusetts

This Relationship Agreement (the “Agreement”) dated as of January 1, 2010 (the “Effective Date”), is made by and between Upromise, Inc., a corporation having offices at 95 Wells Avenue, Suite 160, Newton, Massachusetts, 02459 (“Upromise”), and Rewards Network Establishment Services Inc., a corporation having offices at Two North Riverside Plaza, Suite 950, Chicago, Illinois 60606 (“RN”) and replaces in its entirety the Prior Agreement (as defined below) effective as of the Effective Date. Upromise and RN are referred to collectively as the “Parties” and individually as a “Party.”

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AMENDMENT NO. 1 TO RELATIONSHIP AGREEMENT
Relationship Agreement • March 16th, 2010 • Rewards Network Inc • Services-business services, nec

This Amendment (the “Amendment”) amends that certain Relationship Agreement dated as of January 1, 2010 (“Effective Date”) by and between Upromise, Inc. (“Upromise”) and Rewards Network Establishment Services Inc. (“RN”), as amended (collectively, the “Agreement”), and is effective as of January 1, 2010 (the “Amendment Effective Date”), in the manner and to the extent set out below. Capitalized terms used herein and not otherwise defined, shall have the meaning attributed to them in the Agreement.

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