EX-10.28 4 diri-s1ex1028.txt EXHIBIT CERTAIN MATERIAL (INDICATED BY AN ASTERICK) HAS BEEN OMITTED FROM THIS DOCUMENT PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. Amendment Letter IBM Corporation c/o Jennifer Lay 325 J.S. McDonnell Blvd. MC: S3066270 Hazelwood, Missouri 63042 Thursday January 29, 2004 Direct Insite Corporation 80 Orville Drive Bohemia, NY 11716 ATTENTION: Anthony Coppola SUBJECT: Contract Extension REFERENCE: Agreement # 4901PM0001 SOW # 4903S40148 This letter serves as Amendment No. 1 to the above referenced Statement of Work which the parties thereto do mutually agree to amend as follows: 2.0. Terms and Conditions: --------------------------- The SOW will remain in effect for the time period from January 1, 2004, and until December 31, 2005. This SOW shall automatically renew for successive 12-month terms unless terminated in writing by either party, ninety (90) days prior to the renewal date. 3.0 Scope: ----------- Modifications to enhance the Target Applications in support of the United States Invoicing Project shall be based on specifications defined in the Design Document entitled: "CPI2.2 Design" dated December 10, 2003" and shall be included in the collective Target Applications for on-going operational outsourcing Services when deployed. Terms and conditions defined in Statement of Work # 4903S40148 and herein are applicable to the enhanced Target Applications and related Services. The Target Applications containing such function are targeted for releases in May and October 2004 respectively. 4.0. Payments and Fees: ------------------------ Buyer and Supplier have agreed to modify the calculation of Payment and Fee's as follows: 4.1. The "Minimum Monthly Processing Fee" shall be reduced from (*) for the time period of January 1, 2004 through and including December 31, 2005. The monthly fee paid to the Supplier for the Services shall be the greater of the "Minimum Monthly Processing Fee" or the "Monthly Processing Fee" as determined in paragraph 4.2. 4.2. The "Monthly Processing Fee" for "Unchanged Preliminary Bills" and "Preliminary Bill Changes" shall be the following: 4.2.1 Unchanged Preliminary Bill Load and Processing Fee: Unchanged Preliminary Bills are defined as Preliminary Bills that are processed and loaded into the Supplier's Target Application, which may be viewed or printed by the Buyer or the Buyer's Customer but not "Changed" by the Buyer or the Buyers' Customer during the month processed. A Change is defined as placing a Preliminary Bill or any line item thereof "On Hold" or "Issue" set against a Preliminary Bill or any line item thereof, or adding text, or including an attachment manually or systemically using the Target Application. The Unchanged Preliminary Bill Processing Fee is (*) per Preliminary Bill for the first twelve thousand (12,000) Preliminary Bills and shall decrease by (*) %) for each increment of three thousand (3,000) additional Unchanged Preliminary Bills processed. 4.2.2 Change Fee: A Preliminary Bill that is Changed as defined in Paragraph 4.2.1 shall be subject to an additional fee per Amendment Letter Preliminary Bill of (*) for the first twelve thousand (12,000) Preliminary Bills and shall decrease by (*) %) for each increment of three thousand (3,000) additional Changed Preliminary Bills processed. There are no limits on the number of Changes that can be made to a Preliminary Bill during the processing month. The Change Fee is applied only once per month where a Change is incurred regardless of the number of Changes to the Preliminary Bill during the month. The aforementioned pricing includes the ability to manually or systematically attach up to and including five attachments per Preliminary Bill for no additional charge. (For example: The first Preliminary Bill that in processed and loaded into the Target Application is subject to a fee of (*) as defined in paragraph 4.2.1. If that same Bill is "Changed", the same Preliminary Bill is subject to an additional Change Fee of (*) for a total of (*).) 4.3 The Preliminary Bill may be Changed as defined in Paragraph 4.2.1 at anytime during the processing month. The scope of the Change includes the ability to manually or systemically attach up to five attachments per single Preliminary Bill at no additional charge. 5.0 Data Processing. The Service Level Agreement (SLA) associated with Data Processing is hereby modified from including a maximum number of Preliminary Bills to a maximum number of Preliminary Bills and attachments for a single Preliminary Bill for the specified processing periods. The remaining SLA and Data Processing terms and conditions not described herein will continue to apply as defined in the SOW referenced above. The modification to include number of attachments that will be processed by a single Preliminary Bill within the defined processing period is defined in the following table:
------------------------------- ---------------------------- ---------------------------- ---------------------------- Monday - Thursday, "1X" or Number of Preliminary Bills Attachments for a Single Availability of "2X" Preliminary Bill Preliminary Bills ------------------------------- ---------------------------- ---------------------------- ---------------------------- 4000 0-100 7:30AM EST ------------------------------- ---------------------------- ---------------------------- ---------------------------- 8000 101 -200 9:00 AM EST ------------------------------- ---------------------------- ---------------------------- ---------------------------- Greater than 8000 201 and Greater Best efforts within 48 continuous hours ------------------------------- ---------------------------- ---------------------------- ---------------------------- Friday Number of Preliminary Bills Attachments for a Single Availability of Preliminary Bill Preliminary Bills ------------------------------- ---------------------------- ---------------------------- ---------------------------- 8000 0-200 7:00AM EST The Following Monday ------------------------------- ---------------------------- ---------------------------- ---------------------------- Greater than 8000 201 and Greater Best efforts within 24 continuous hours following the 7:00AM Monday Deliverable ------------------------------- ---------------------------- ---------------------------- ---------------------------- "3X" Number of Preliminary Bills Attachments for a Single Availability of Preliminary Bill Preliminary Bills ------------------------------- ---------------------------- ---------------------------- ---------------------------- 8000 0-200 Six continuous hours from receipt of the data files from Buyer ------------------------------- ---------------------------- ---------------------------- ---------------------------- Greater than 8000 201 and Greater Best efforts within 24 continuous hours from receipt of the data files from Buyer ------------------------------- ---------------------------- ---------------------------- ----------------------------
5.1 The SLA's for Data Processing is modified to be in effect upon execution of this SOW Amendment for the first 0 - 2999 Preliminary Bills and 0 - 5,999 Amendment Letter Attachments respectively and establish a maximum threshold level. The SLA will be in effect for up to fifteen percent (15%) above the highest established maximum threshold level. The maximum threshold level will continue to grow progressively once a new maximum threshold level of Preliminary Bills or Attachments processed is attained. A new maximum threshold level will be established for Preliminary Bills or Attachments once the Supplier successfully processes Preliminary Bills or Attachments within fifteen percent (15%) above the last maximum threshold attained. The SLA will not be in effect until the Supplier successfully processes the next highest maximum threshold of Preliminary Bills or Attachments. If the Supplier is unable to successfully process the next highest maximum threshold of Preliminary Bills or Attachments the Supplier will have thirty days to make corrections and the SLA will be in effect for that next highest maximum threshold of Preliminary Bills or Attachments after the thirty day corrective period. The achievement for application of the SLA related to the maximum threshold amounts attained for Preliminary Bills and Attachments are mutually exclusive. Successfully processing above the maximum threshold amount is defined as completing processing and posting results according to the time frames specified in the terms and conditions for Data Processing in the SOW as amended. For example, Month One 2,999 Preliminary Bills submitted to Supplier for processing. SLA is in effect 200 Attachments submitted to Supplier for processing. SLA is in effect Month Two 3,500 Preliminary Bills submitted to Supplier for processing. SLA is in not effect Supplier successfully processes 3,500 Preliminary Bills, SLA will be in effect when Buyer submits up to the new maximum threshold of (3,500 *1.15 = 4,025) Preliminary Bills 200 Attachments submitted to Supplier for processing. SLA is in effect Month Three 3,700 Preliminary Bills submitted to Supplier for processing. SLA is in effect 5,000 Attachments submitted to Supplier for processing. SLA is in not effect Supplier does not successfully processes 5,000 Attachments Month Four 3,900 Preliminary Bills submitted to Supplier for processing. SLA is in effect 5,200 Attachments submitted to Supplier for processing. (Does not matter if Supplier processes successfully or not, SLA is in effect and new maximum threshold of (5,000 *1.15 = 5,750) Attachments is established for this month's processing SLA is in effect 5.2 The maximum number of attachments for any one Preliminary Bill is four hundred (400). Distributions of the attachments are as follows: fifty (50) attachments at an average bytes count of five hundred and twelve (512) Kbytes per attachment and the remaining three hundred and fifty (350) attachments at an average byte count of one Kilobyte per attachment. 5.3 The maximum number of attachments processed under the SLA is sixty thousand (60,000) unique attachments per month. 5.4 The maximum number of attachments processed in one single daily processing cycle will be fifteen thousand (15,000) attachments with average byte count of three hundred and eighty-four (384) kilobytes per attachment. Agreed To: Agreed To: Amendment Letter Direct Insite Corporation IBM Corporation By: ____________________________ By: __________________________________ Authorized Signature Authorized Signature Name: ____________________________ Name: ____Jennifer Lay________________ Type or Print Type or Print Date: ____________________________ Date: ________________________________