Transaction Agreement [Amendment] - General Motors Corp. and FreeMarkets Inc.
GENERAL MOTORS CORPORATION
AMENDMENT TO THE TRANSACTION AGREEMENT
THIS AMENDMENT TO THE TRANSACTION AGREEMENT ("Amendment") is made effective as
of October 1, 1999 ("Amendment Effective Date") between General Motors
Corporation and FreeMarkets, Inc., f/k/a FreeMarkets OnLine, Inc. General Motors
Corporation and FreeMarkets, Inc. have entered into a Transaction Agreement
effective as of June 8, 1998 ("Transaction Agreement") under which FreeMarkets,
Inc. (the "Supplier") has provided General Motors Corporation and certain of its
subsidiaries ("Customer" as defined in the Transaction Agreement) with access to
a global online bidding system and associated business services. Customer and
Supplier have agreed to amend the Transaction Agreement as follows:
1. EXTENSION OF TERM. The term under Section 8.1 of the Transaction Agreement
shall continue until September 30, 2001 without giving effect to automatic
renewals contained therein.
2. NO THIRTY (30) DAY TERMINATION. As of the Amendment Effective Date, Section
8.2 of the Transaction Agreement is amended by adding after the term "Section
19.1(E)" the following parenthetical: "(upon ninety (90) days prior written
notice to Supplier)."
3. NO SUPPLIER SERVICE LIMITATIONS. As of the Amendment Effective Date, Section
15 of the Transaction Agreement is deleted in its entirety and Supplier shall
have the right to perform services for any other entity.
4. FEE REDUCTIONS. As of the Amendment Effective Date, the System Access License
Fee set forth in Exhibit D of the Transaction Agreement is reduced from [*] per
year to [*] per year. As of October 1, 2000, such System Access Fee shall be
reduced from [*] per year to $1,037,000 per year. As of April 1, 2000, Supplier
shall waive the following [*].
5. DELPHI. As of January 1, 2000, Delphi Automotive Systems ("Delphi") shall not
be included within the definition of "Customer" under the Transaction Agreement.
Nothing in this Amendment shall prevent Supplier from providing services to
Delphi under an agreement entered into between Supplier and Delphi.
6. WEB ACTIVITIES. Supplier agrees that no later than March 31, 2000 (i) the
global online bidding system provided by Supplier to Customer shall be an
Internet-based platform; and [*].
7. GENERAL. Except as modified by this Amendment, the definitions, terms and
conditions of the Transaction Agreement, including the terms specifically
incorporated therein of the Framework Agreement, Software License Agreement and
Consulting Agreement, shall continue in full force and effect. The parties agree
that any inconsistency, ambiguity or conflict between this Amendment and the
Transaction Agreement shall be resolved in favor of this Amendment and that,
except as set forth in this Amendment and the Transaction Agreement, no other
purchase order, understanding or other agreement shall apply to any goods or
services provided hereunder.
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IN WITNESS WHEREOF, this Amendment to the Transaction Agreement has been
executed by the parties as of the Amendment Effective Date first written above.
SUPPLIER CUSTOMER
By: /s/ GLEN T. MEAKEM By: /s/ JAMES B. SCOTTI
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(Print) Glen T. Meakem (Print) James B. Scotti
Title: Chairman and CEO Title: Commodity Manager
Worldwide Purchasing