Exhibit 10.28
[LOGO]
CONFIDENTIAL
November 19, 2001
Xxxx Xxxxx VIA FAX: 000-000-0000 (2 pages)
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eFunds Corporation
Xxxxxx Center II, Suite 000
0000 Xxxxx Xxxxxxxxxx Xxxx
Xxxxxxxxxx XX 00000
Dear Xxxx:
As you know, the ONE(R) Application Development and Support Agreement dated
January 1, 2000 (the "Agreement") between Deluxe and eFunds expires on December
31, 2001 and as of such date Deluxe no longer is obligated to provide eFunds or
its customers access to the ONE System or perform any further services. Based on
our recent discussions, Deluxe's final offer is to extend the term of the
Agreement for four years until December 31, 2005 based on the revised pricing,
billing and terms set forth below. This offer is based on Deluxe making the same
general level and scope of services available to eFunds as have been provided to
eFunds this year under the Agreement.
- OPERATIONAL SUPPORT SERVICES (TRANSACTION HANDLING).
A "transaction" is defined as a completed electronic submission through the
ONE System, including the corresponding response, if applicable. ALL
transactions for a given month will be billed at the same transaction fee,
determined by the TOTAL NUMBER of transactions handled for the month.
(Example: In February 2002, 2,117,526 eFunds transactions are submitted
through the ONE System; the fee would be $444,680.46 (2,117,526 x $.21))
The fee is unaffected by transaction type (*with the exception of eFunds
data contribution transmissions which are defined below) for the existing
set of eFunds transactions. Any new or non-standard transactions will be
subject to review by Deluxe for pricing. A minimum monthly transaction
charge will apply throughout the extended term, 2002 through 2005. The
minimum monthly transaction charges for the extended term are as follows:
2002 - $183,333 per month; 2003 - $175,000 per month ; 2004 - $158,333 per
month; 2005 - $150,000 per month. Subject to these minimum monthly
transaction charges, the monthly transaction pricing tiers for the extended
term are as follows:
Monthly transaction volume Per transaction fee
-------------------------- -------------------
0 - 833,333 $0.27
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833,334 - 1,666,667 $0.24
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1,666,668 - 2,500,000 $0.21
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2,500,001 - 3,333,333 $0.18
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*An additional fixed charge of $4,000 per month will be applied for standard
data contribution transmissions that utilize the ONE System as the transport.
The $4,000 charge is good up to a maximum of 40,000 data contribution
transmissions per month. Data contribution transmissions shall not be counted as
part of the monthly transaction volume.
Going forward, we agree to meet and work with eFunds to review and document
appropriate service level commitments, performance clauses and reporting.
- DEVELOPMENT SUPPORT
Development Support will be billed as follows:
- Standard development provided by eFunds under the Professional Services
Agreement will be billed as a "pass-through" at the same rate being
billed to Deluxe by eFunds.
- Standard development support (Project Management / Business Analysis)
at $88.00 / HOUR
- Non-standard development, non-standard development support requests and
utilization of non-eFunds Professional Services resources will be
evaluated and billed at separate rates.
- Travel and living expenses will be billed as incurred.
- ELECTRONIC DELIVERY SUPPORT
The descriptions below refer to the services defined in Article 1.1
DEFINITIONS of Exhibit A to the Agreement. Travel and living expenses will
be billed as incurred.
Standard Electronic Delivery Support will be billed as follows.
- Electronic Delivery Consultant (referred to as Electronic Delivery
Expert (EDE) in the Agreement) at $78 / HOUR.
- Electronic Delivery Technical Services (EDTS) at $65 / HOUR
- Electronic Delivery Specialist (EDS) at $40 / HOUR
- Phone Trainer at $40 / HOUR
- Non-standard Electronic Delivery Support requests will be evaluated and
billed at separate rates.
- MISCELLANEOUS
Subject to eFunds' acceptance of this offer as provided below, the revised
pricing above and the following revisions to the Agreement apply effective as of
January 1, 2002:
- Billing for all services, including minimum monthly transaction
charges, will be monthly with payment due thirty days from invoice
date.
- As revised by this letter, the Agreement remains in effect until
December 31, 2005.
While we hope these proposed prices and other revisions to the Agreement meet
your needs, this is Deluxe's final offer. eFunds may accept this offer by
countersigning this letter below and returning a fully signed copy to me via the
following fax number by close of business today: 000-000-0000. If we have not so
received this letter countersigned by eFunds as of close of business today, this
offer automatically expires. In that case, you will need to let us know to whom
at eFunds and/or your substitute solution provider we should direct your
customers' connectivity and service inquires in anticipation of the December 31,
2001 expiration of the Agreement..
Respectfully,
/s/ Xxxxx Xxxxxx
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Xxxxx Xxxxxx
Vice President
Deluxe Financial Services, Inc.
eFunds Corporation
By: /s/ Xxxx X. Xxxxx
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Title: Executive Vice President
Date: 11/19/01
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cc: Xxxxx Xxxxx - Deluxe
Xxxx Xxxxxxx - Deluxe
Xxxxxx Xxxxxx
Xxxx Xxxxxxx - eFunds
