Amendment to Master Software License Agreement

EXHIBIT 10.48

Master Software License Agreement Addendum No. 3 May 13, 2004 A DDENDUM N O . 3 TO M ASTER S OFTWARE L ICENSE A GREEMENT DATED A PRIL 18, 2002

B ETWEEN

F ISERV S OLUTIONS , I NC .

AND

SEDONA C ORPORATION

This addendum (hereinafter referred to as the "Addendum") is made and entered into this _________ day of March, 2004 (hereinafter referred to as the "Effective Date"), by and between SEDONA CORPORATION with offices at 1003 West 9th Avenue, 2nd Floor, King of Prussia, Pennsylvania 19406 (hereinafter individually referred to as "Licensor"), and FISERV SOLUTIONS, INC., a Wisconsin Corporation with offices at 912 Fort Duquesne Boulevard, Pittsburgh, Pennsylvania 15222-3602 (hereinafter individually referred to as "Licensee") [hereinafter referred to jointly as the "Parties"].


BACKGROUND


WHEREAS, Licensor and Licensee entered into a Master Software License Agreement on April 18, 2002, as amended (hereinafter referred to as the "MSLA");


WHEREAS , on June 30, 2003, Licensee elected to cancel the maintenance services as describe in Paragraphs 9.2 (a), (b), (c), and (d) of the MSLA;


WHEREAS, the cancellation of maintenance nullified all rights to subsequent releases, updates, upgrades, patches and corrections. Licensee now desires to license the updates, upgrades, patches, and corrections to the Licensed Product(s);


WHEREAS, the "MSLA" and Addendum No.2 required that Licensor's relationship with Licensee's business units be administered solely through the Informent Division (now known as Customer Contact Solutions (hereinafter referred to as "CCS")), Licensor and Licensee now desire to amend this requirement to allow Licensor to sell directly to all other Licensee's business units; and


WHEREAS, Licensee now desires to acquire certain Licensed Products and support previously canceled; and


WHEREAS, Licensor desires to provide Licensee with such Licensed Product(s) on the terms and conditions set forth below.


NOW, THEREFORE, in consideration of the foregoing, and in reliance on the mutual agreements contained herein, the Parties agree to the revised payment terms and to amend the MSLA and Addendum No.2 as provided in this Addendum:

1. P AYMENT T ERMS 1.1 In consideration to Licensor's agreement to renew Licensee's right to Licensed Product(s), previously canceled by Licensee, Licensee agrees to pay Licensor, on the Effective Date of this Addendum, a one time, non-refundable fee in the amount of Two Hundred Eighty Thousand Proprietary and Confidential 2004 SEDONA Corporation Page 1 Master Software License Agreement Addendum No. 3 May 13, 2004


Four Hundred Dollars and No Cents ($280,400.00) (hereinafter referred to as the "License Renewal Fee"). The License Renewal Fee shall not be paid in cash but be credited to the current balance of Licensee's prepaid Continuing Royalty. This License Renewal Fee shall be paid in full on or before March 31, 2004. 1.2 Licensor shall provide up to 750 personnel hours of professional services and customer support services, at a rate of one hundred and thirty three dollars ($134.00) per hour, (hereinafter referred to as "Service Hours") to CCS, at no cost, until December 31, 2004. CCS shall be responsible for reimbursement, upon receipt of invoice from Licensor for such services, of actual and reasonable travel and other related expenses incurred therewith. CCS shall provide Licensor ten (10) days prior to each month a written summary of the specific projects to be performed by Licensor. In the event that CCS does not use all Service Hours by December 31, 2004, Licensor agrees to reimburse Licensee, at the same rate specified above, the amount equivalent to the professional services and customer support services hours not utilized by Licensee by January 31, 2005. 1.3 Licensor shall provide Licensee with Maintenance Services for the Licensed Product(s) in compliance with paragraphs 9.2.a through 9.2.f of the MSLA as amended for a period of 3 (three) years from the effective date of this Addendum. The Maintenance Services can only be canceled by a default by Licensor as specified in accordance with the provisions of the MSLA as amended. If either party fails to observe or perform any material obligation under the MSLA as amended, the non-defaulting party may give written termination notice to the defaulting party specifying the material failure. Non-defaulting party may, at its sole option, terminate this Agreement 30 days after notice of default has been received by the defaulting party unless the default is corrected within such 30 day period; provided that, with respect to default by Licensee in payment of undisputed amounts due for Maintenance Services, Licensor shall only have the right to terminate the Maintenance Services and may not terminate the remainder of this Agreement. 1.4 Licens ...