EX-10.29 5 diri-s1ex1029.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. Direct Insite Corp. Confidential Worldwide Invoices on-Line (IOL) Appendix A Payments and Fees For Ongoing Support (OGS) - Invoice Processing, Archiving, And Attachment Processing & Non-Recurring Engineering (NRE) Date: December 1st, 2008 File: Appendix A Payments Fees December 30, 2004 Page 1 of 7 Direct Insite Corp. Confidential 1.0 Payment Process Buyer will pay Supplier certain amounts for the Invoice Applications, Deliverables, and Services, as described below. All amounts stated herein are in US Dollars. Buyer will pay to the Supplier certain amounts when corresponding milestones are achieved and accepted. Additional services if necessary must be approved in advance and in writing per the Buyers change request procedure. A purchase order will be issued and will serve as the work authorization for any such services. This Appendix applies to Invoice processing and archiving fees associated with final invoices generated by either the Invoice on Line (IOL) application or the Customer Presentable Invoice (CPI) systems. Other work scope such as NRE will be covered under a Separate Statement of Work (SOW) or Change Request (CR). The baseline for providing Ongoing Support Services (OGS) is the functionality supported by latest release of the Invoices on Line application for each geographic area. 2.0 Invoices - Ongoing Support (OGS), Non-Recurring Engineering (NRE) (Releases, Change Requests) & Support. The Supplier shall provide the Buyer with three levels of services. These include: (1) OGS which is includes both invoice processing and invoice archiving, (2) NRE services which include application development and engineering changes, and (3) Support which includes providing technical diagnostic service associated with problem determination, isolation and resolution 2.1 Ongoing Support (OGS) The scope of OGS includes both the processing of invoices based upon billing feeds provided by the Buyer to the Supplier; and archiving of processed invoices for periods of time of 13 months and the processing of attachments based upon attachment feeds provided by the Buyer to the Supplier. 2.1.1 Ongoing Support - Invoice Processing The Supplier services related to invoice processing shall be invoiced to the Buyer according to the schedule defined in Table 1.0, or as otherwise specified, for the prior performance period's activity or agreed to minimum if applicable, in accordance with the pricing fee structure. THE REST OF THIS PAGE IS INTENTIONALLY LEFT BLANK. File: Appendix A Payments Fees December 30, 2004 Page 2 of 7 Direct Insite Corp. Confidential
Performance Performance Payment Item Period Start Period End Proof of Performance Invoice Date Date Amount ------------------------------------------------------------------------------------------- TCR/DSR reports and SLA measurements for 1 1-Jan-09 31-Jan-O9 Performance Period 31-Jan-02 31-Mar-09 $(*) ------------------------------------------------------------------------------------------- TCR/DSR reports and SLA measurements for 2 1-Feb-09 28-Feb-09 Performance Period 28-Feb-05 29-Apr-O9 $(*) ------------------------------------------------------------------------------------------- TCR/DSR reports and SLA measurements for 3 1-Mar-09 31-Mar-O9 Performance Period 31-Mar-O9 30-May-O9 $(*) ------------------------------------------------------------------------------------------- TCR/DSR reports and SLA measurements for 3 1-Apr-09 30-Apr-O9 Performance Period 30-Apr-O9 29-Jun-09 $(*) ------------------------------------------------------------------------------------------- TCR/DSR reports and SLA measurements for 5 1-May-O2 31-May-O9 Performance Period 31-May-O9 30-Jul-O9 $(*) ------------------------------------------------------------------------------------------- TCR/DSR reports and SLA measurements for 6 1-Jun-09 30-Jun-O9 Performance Period 30-Jun-O9 29-Aug-09 $(*) ------------------------------------------------------------------------------------------- TCR/DSR reports and SLA measurements for 7 1-Jul-O9 31-Jul-O9 Performance Period 31-Jul-O9 29-Sep-O9 $(*) ------------------------------------------------------------------------------------------- TCR/DSR reports and SLA measurements for 8 1-Aug-09 31-Aug-O9 Performance Period 31-Auq-09 30-Oct-O9 $(*) ------------------------------------------------------------------------------------------- TCR/DSR reports and SLA measurements for 9 1-Sep-O9 30-Sep-O9 Performance Period 30-Sep-O9 29-Nov-09 $(*) ------------------------------------------------------------------------------------------- TCR/DSR reports and SLA measurements for 10 1-Oct-O9 31-Oct-O9 Performance Period 31-Oct-O9 30-Dec-09 $(*) ------------------------------------------------------------------------------------------- TCR/DSR reports and SLA measurements for 11 1-Nov-09 30-Nov-09 Performance Period 30-Nov-09 29-Jan-10 $(*) ------------------------------------------------------------------------------------------- TCR/DSR reports and SLA measurements for 12 1-Dec-O9 31-Dec-O9 Performance Period 31-Dec-O9 28-Feb-10 $(*) ------------------------------------------------------------------------------------------- Total $(*) -------------------------------------------------------------------------------------------
Table 1.0 2008 OGS Milestones and Fee Structure OGS An invoice from the Supplier shall be considered valid if the invoice and all necessary supporting information, identified below, are provided to the Buyer corresponding to an authorized work order. Buyer may reject any invoices received that do not contain all required support information. The Buyer shall issue a "purchase order" for such services. The Buyer shall pay all valid invoices (*) calendar days from receipt of such invoice as defined in Table 1.0. Invoices shall be submitted to Buyer electronically using either traditional EDI transmission, Buyer's Forms Exchange service, or as directed by the Buyer. Supplier shall direct all invoice status inquiries to Buyer's Accounts Payable Customer Service Center. If exception is taken, immediately contact Buyer's Business Coordinator listed in Section 9.0 of this document. Invoice Support Information A) The number of processing transactions during the performance period, B) The cumulative number of archived invoices (as defined in paragraph 4.0 of this document). C) The "Preload" of historical or previously viewed invoices - where applicable; D) The number of payment processing transactions during File: Appendix A Payments Fees December 30, 2004 Page 3 of 7 Direct Insite Corp. Confidential the performance period where applicable. E) Any pre-approved miscellaneous charges with appropriate receipts. F) Invoice processing transactions & payment processing transactions collectively ("Transactions") 2.1.2 Ongoing Support - Invoice Archiving The Supplier shall archive invoices originating in all countries for a period of 13 months post the month in which the invoice is processed and presented. The fee for archiving services is included in the monthly processing fee included in Table 1.0 above. 2.1.2 Ongoing Support - Attachments An attachment shall be defined as any document received from the Buyer via a specified feed that conforms to the format and size as defined in the most recent IOL Functional Specification. Attachments shall be presented and archived according to the same business rules as apply to the associated invoice. The OGS fee shall be the same as applies to Buyers Customer Presentable Invoice. 2.1.3 Percentage Increase - Volumes In the event that the invoice volumes, attachments, e-payments or archiving in 2009 exceed the volumes of 2008 by (*) or more the parties agree to interlock and mutually adjust pricing in the 2009 Appendix A Payments and Fees for OGS. 2.1.3 Security Standard The Supplier will adhere to the PCI DSS (Payment Card Industry Data Security Standard) requirements and by signing this agreement the Supplier accepts that they are responsible for the security of the cardholder data they possess. 2.2 Non-recurring engineering (NRE) services For NRE charges, Releases which are defined as projects over (*) dollars) will be paid according to the following milestones: Plan Phase Exit 25% Development Phase Exit 50% Move to Production 25% For NRE charges that are less than $(*) dollars), payment will be made in full upon a mutually agreed to milestone that shall be documented as part of the Non-recurring engineering estimate provided by the Supplier to the Buyer. If the Buyer authorizes a non-recurring engineering work and subsequently terminates the activity prior to the final milestone, then the Buyer and Supplier shall enter into a good faith negotiation to determine the appropriate termination fees. Support is provided by the Supplier as a "For-Fee" service. Level 1 Support is defined as basic support and contact between the end-user and the provider and includes problem identification and recording for reporting purposes. Level 2 Support is defined as system level problem determination where the resulting sub system as having the problem is other than IOL. Level 3 Support is defined as a File: Appendix A Payments Fees December 30, 2004 Page 4 of 7 Direct Insite Corp. Confidential Supplier responsible trouble ticket being logged against the IOL application, the resulting problem resolution shall be the responsibility of the Supplier's Customer Support Team. Level 3 Support is provided under this SOW at no cost to the Buyer. Level 1 & Level 2 Support shall be provided to the Buyer upon request at the rate of (*) per hour. 3.0 Types of Users There are nine general categories of users:
------------------------------------------------------------------------------------------------- Applicable Item Category Customer/Employee Rights and Privileges Geography ------------------------------------------------------------------------------------------------- Customer Allowed to view invoices based on there 1 Invoice User Customer approved customer numbers IOL WW/CPI only ------------------------------------------------------------------------------------------------- Employee with access 2 Invoice Viewer Employee to some customer numbers OL WW/CPI only ------------------------------------------------------------------------------------------------- Invoice Viewer Employee allowed to 3 All Accounts look at all invoices Employee Employee ------------------------------------------------------------------------------------------------- Employee allowed to look at all invoices. Also, has access to preliminary bills. Can manipulate preliminary bills including rollup, sort order, hold/release/issues and hide any "problem" final 4 Project Manager Employee invoice. IOL WW/CPI only ------------------------------------------------------------------------------------------------- Services Customer Support Representatives. Assists Project Managers in assuring all attachments are available on final invoices. Performs entitlement 5 Services CSR Employee functions. IOLVVW/CPI only ------------------------------------------------------------------------------------------------- Customer Support Representative - performs entitlement 6 CSR Employee functions IOL WW/CPI only ------------------------------------------------------------------------------------------------- AR employee with billing responsibility has a number of CSR assigned to the same set of customers. Employee Responsible for billing 7 Coordinator inquiry resolutions. IOL WW/CPI only ------------------------------------------------------------------------------------------------- Customer Support On-Line - Main support for Employees and 8 CSOL Employee customers. IOL WW/CPI only ------------------------------------------------------------------------------------------------- Has application responsibility. Can manage all the settings 9 Application Owner Employee within the Website. IOL WW/CPI only ------------------------------------------------------------------------------------------------- Table 2.0 User Categories
4.0 Elements of Ongoing Support (OGS) Fee Structure Summary of Fee Schedule: During calendar year 2009, the Fee Schedule defined in Table 1.0 shall apply with the defined Fee Structure and Terms and Conditions. The specific Transaction and Archiving fee structure, start and end of the performance periods, metrics to be used to verify delivery of service, invoice dates and payments dates shall be as defined in Table 1.0. As consideration for the 2009 Statement of Work (SOW) extension the monthly payment schedule the monthly fee shall be $(*) dollars) for a total annual payment and fee of $(*) dollars). During the calendar year 2009 the Supplier shall archive all processed entitled and unentitled invoices for a period of thirteen (13) months. The Buyer shall use the Supplier provided Monthly Invoice Report (MIR) and/or entitled user report, or, if requested, the Supplier shall quarterly provide the File: Appendix A Payments Fees December 30, 2004 Page 5 of 7 Direct Insite Corp. Confidential Buyer with a list of entitled and un-entitled customers numbers such that the Buyer can "filter" or remove un-entitled invoices from the feeds provided to the Supplier so that volumes of invoices do not reach the penalty. Inconsideration of the above fee reductions and the adjustments to the Service Level Agreements stated in the Statement of Work, in the event an SLA penalty becomes applicable, the basis for the penalty shall be the penalty percentage minus the effective discount fee of (*) discount and (*) "buffer").
---------- ---------------------------- ---------------------- ------------------------------------------------- Item Schedule Description Fee Per Event Terms and Conditions ---------- ---------------------------- ---------------------- ------------------------------------------------- a. "Invoice Presented" is defined as any invoice received from any feed, processed by the IOL system or final invoice processed by the CPI system and made EBP&P Final Invoice Fee Schedule as available for viewing to any types of 1 Presentment stated in Table 1.0 entitled or non-entitled user. b. "PDF" form of invoice not greater than 2000 pages and an average PDF pages size of 25 pages c. Sources of Invoice Data will be as per the set of feeds from US, EMEA, Mexico, Latin America, Asia Pacific and Canada as of January 1, 2009. d. Monthly Invoice Processing volumes not to exceed the quantity indicated in Table 4.0. ---------- ---------------------------- ---------------------- -------------------------------------------------
Table 3.0 Payments and Fees - Fee Structure and Terms and Conditions 5.0 Travel Expense Guidelines: Buyer will reimburse Supplier for travel expenses, provided they are incurred in the performance of this Agreement and with Buyer's prior written approval and in accordance with the IBM Travel policy. The Buyer shall take such actions as necessary for the Supplier to qualify for the Buyer rates through Buyer's corporate travel agency. 6.0 Quarterly Ongoing Planning During calendar 2009, the Buyer and the Seller shall communicate each quarter, or other referenced period, for the term of this agreement for the purpose of confirming the outlook for invoice presentment and archiving volumes for the subsequent two quarters. 7.0 Document Precedence During calendar year 2009, the parties agree to the payments, fees, and associated terms and conditions defined in this document as such shall apply to IOL or Archiving. Such Payments, Fees and Terms shall take precedence over any other pre-existing IOL Statements of Work or related work authorizations. The payments, fees and terms and conditions of this document do not apply to other work scope being performed by the Supplier for the Buyer including the Customer Presentable Invoice (CPI) pre-bill review and attachment presentation and archiving and processing applications. File: Appendix A Payments Fees December 30, 2004 Page 6 of 7 Direct Insite Corp. Confidential 8.0 Term and Termination Should the Supplier elect to terminate with or without cause the processing of the IOL invoices using the Deliverables prior to 12/31/2009, the Supplier must provide the Buyer's contact point with ninety-day (90) written notice. During that ninety-day (90) day period both parties will negotiate in good faith any potential termination fee. This fee will be limited to (*) during the period of 1/1/2009 to 12/31/2009. 9.0 Business Coordination Contacts: The contact point for the Buyer shall be: Carol Ingles Roth cingles@us.ibm.com IOL WW Application Owner One Mack Drive. Mack Centre II Paramus, New Jersey 07652 877-279-9313 The contact for the Supplier shall be: Matthew E. Oakes (matthew.oakes@directinsite.com) Chief Operating Officer Direct Insite Corp. 80 Orville Drive Bohemia, NY 11716 631-244-1500 11.0 Signatures ACCEPTED AND AGREED TO: ACCEPTED AND AGREED TO: International Business Machines Corporation Direct Insite Corporation By: By: ------------------------------------------- ----------------------------------- Buyer Signature Date: Supplier Signature Date: Jerry Cooper Matthew Ettinger Oakes ------------------------------------------- ----------------------------------- Printed Name Printed Name Procurement Professional - N Chief Operating Officer ------------------------------------------- ----------------------------------- Title & Organization Title & Organization Direct Insite Corp. ------------------------------------------- ----------------------------------- Buyer Address: Supplier Address: 1701 North Street 80 Orville Drive Endicott, NY 13760 Bohemia, NY 11716 USA File: Appendix A Payments Fees December 30, 2004 Page 7 of 7