EXHIBIT 10.52
SECOND AMENDMENT TO
POS CHECK THIRD PARTY SERVICER AGREEMENT
ADTED DECEMBER 12, 2000
BETWEEN
ELECTRONIC CLEARING HOUSE, INC.
AND
VISA U.S.A., INC.
The POS Check Servicer Agreement ("Agreement") dated December 12, 2000 and the
First Amendment to the POS Check Servicer Agreement dated April 23, 2002 between
the parties is amended as follows:
1. ECHO agrees to perform all development work to initiate the
Pilot Program ("Program"). The scope of the development work to be completed by
ECHO is set forth in Exhibit "A", attached hereto and incorporated herein by
this reference. ECHO agrees that the NCN production release will occur on
August 28, 2002 and that the ACH production release will occur on October 16,
2002.
2. Visa agrees to pay ECHO for all development work done by ECHO to
initiate the Program. The cost breakdown of the development work to be done by
ECHO to initiate the Program is set forth in Exhibit "A".
3. Visa shall have the right to cancel this Addendum by giving ECHO
fifteen (15) days written notice of its intent to cancel. In the event that
Visa cancels this Addendum during the first thirty (30) days following the
execution date of this Addendum, ECHO will reimburse Visa fifty percent (50%) of
the development cost paid by Visa to ECHO to initiate the Program. In the event
that Visa cancels this Addendum between the thirty-first (31st) day of this
Agreement and the sixtieth (60th) day of this Agreement, ECHO will reimburse
Visa twenty percent (20%) of the development cost paid by Visa to ECHO to
initiate the Program. If Visa cancels this Addendum after this Agreement has
been in force for sixty (60) days, ECHO will keep all of the development cost
paid by Visa to ECHO to initiate the Program.
4. In the event that ECHO does not make either production deadline set
forth in Paragraph 1, ECHO agrees to pay Visa a late penalty of Five Hundred
dollars ($500.00) per day.
5. Visa agrees that the total reimbursement under Paragraph 3 and the
total late penalties under Paragraph 4 shall not exceed fifty percent (50%) of
Visa's original development cost paid under the terms of Paragraph 2.
6. Except as amended herein, the terms and conditions of the Agreement
and the First Amendment to the Agreement shall continue in full force and
effect. If Visa elects to cancel this Addendum under the provisions of
paragraph 3, all terms and conditions of the Agreement and the First Amendment
to the Agreement shall continue in full force and effect.
The parties through their authorized representatives have executed this Second
Amendment the dates shown below, effective the latest such date.
ELECTRONIC CLEARING VISA U.S.A., INC.
HOUSE, INC.
