Exhibit 10.11


 


PORTIONS
OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY
OF THE COMMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL TREATMENT UNDER
RULE 24B-2 OF THE SECURITIES EXCHANGE ACT; [***] DENOTES OMISSIONS.


 


Virtusa Corporation


 


MASTER SERVICES AGREEMENT


 


THIS MASTER SERVICES
AGREEMENT (the “Agreement”) is made as of February, 2004 (the “Effective
Date”), by and between Virtusa Corporation, a Delaware corporation with offices
at 2000 West Park Drive, Westborough, MA 01581 (“Virtusa”) and Metavante
Corporation, a Wisconsin corporation with its primary place of business at   4900
West Brown Deer Road, Brown Deer WI 53223 (“Metavante”).


 


Metavante wishes to engage
Virtusa and Virtusa wishes to provide to Metavante the Services (as defined
below) and Deliverables (as defined below) as specified in the Work
Order(s) (each, a “Work Order”) attached hereto as Exhibit A subject
to the terms and conditions of this Agreement. 
Capitalized terms used in this Agreement shall have the meaning set
forth in Exhibit B hereto.


 


In consideration of the
mutual promises set forth herein, Virtusa and Metavante hereby agree as
follows:


 


1.             SCOPE OF SERVICES


 


1.1           Services and Deliverables. Virtusa agrees, subject to the terms and
conditions of this Agreement, to provide Metavante with the Services and
Deliverables as specified in any Work Order executed by both parties.  In the event of any conflict between the
terms of this Agreement and the terms of a WORK ORDER, the terms of this
Agreement shall control, unless otherwise specified in the WORK ORDER under the
heading “Special Terms.”  Deliverables
shall be subject to acceptance testing if, and as, set forth in the applicable
Work Order.


 


1.2           Change In Work Order. Virtusa agrees that Metavante, under
certain circumstances, may elect to (i) amend, modify or change the
Services and/or Deliverables specified in the Work Order or (ii) change
the way such Services are billed pursuant to the Work Order (i.e. Retainer,
Time and Material, or Fixed Price basis) subject to compliance with the
following procedures:


 


(i)  Submission of
Request.  Metavante shall submit all
such requests in writing to Virtusa (hereinafter “Request”).


 


(ii)  Virtusa
Response.  Virtusa will evaluate each
Request within ten (10) business days following Virtusa’s receipt of the
Request. If Virtusa determines in its best business judgment that it cannot
accept the Request, Virtusa will provide a written response to Metavante within
ten (10) business days of such determination.  If Metavante’s Request is acceptable, Virtusa
will provide Metavante a written proposal (“Proposal”) in the form of either an
addendum to the related Work Order and/or a new Work Order, as appropriate. The
Proposal will include, but not be limited to, a statement of the availability
of Virtusa’s personnel and resources and the cost and schedule impact, if any.
If Metavante elects to authorize Virtusa’s Proposal, Metavante will, as soon as
possible, 


 


1

















 


PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY
WITH THE SECRETARY OF THE COMMISSION PURSUANT TO AN APPLICATION FOR
CONFIDENTIAL TREATMENT UNDER RULE 24B-2 OF THE SECURITIES EXCHANGE ACT; [***]
DENOTES OMISSIONS.


 


but not later than ten
(10) business days after receipt of the Proposal, return a duly signed
copy of the Proposal to Virtusa.


 


(iii)
 Performance.  Upon receipt
of the signed original unaltered Proposal, Virtusa will commence performance in
accordance with such Proposal, which will be deemed to be an addendum to the
related Work Order and/or a new Work Order, as the case may be.


 


1.3  Service Locations.


 


(i) 
Service Locations.  The Services shall be
provided to Metavante (1) from the Metavante Service Locations,
(2) from the Virtusa Service Locations and (3) from any other
location for which Virtusa has received Metavante’s written approval, to be
given in Metavante’s sole discretion (collectively, the “Service
Locations”).  Virtusa and Virtusa Agents
may not provide or market services to a third party from a Metavante Service
Location without Metavante’s consent.


 


(ii) 
Safety and Security Procedures.  Virtusa
shall maintain and enforce at the Virtusa Service Locations safety and security
procedures that are at least equal to the most stringent of the following:  (1) industry standards for locations
similar to the Virtusa Service Locations; (2) the procedures in effect at
other Virtusa Service Locations; and (3) any higher standard otherwise
agreed upon in writing by the Parties.


 


(iii) 
Data Security.  Virtusa shall establish
and maintain safeguards against the destruction, loss or alteration of
Metavante Data in the possession of Virtusa on the terms set forth in the
Virtusa Information Systems Security Policy Manual Version 1.0 (the “Data
Security Policy”) and previously provided to Metavante.  In the event Virtusa intends to implement a
material modification or change to the Data Security Policy, Virtusa shall
notify Metavante, provided that Virtusa shall not modify or change the Data
Security Policy in a manner that would have a material adverse affect on the
security or protection of Metavante Data. 
In the event Virtusa or Virtusa Agents discovers or is notified of a
breach or potential breach of security relating to Metavante Data, Virtusa
shall immediately (1) notify the Metavante Contract Manager of such breach
or potential breach and (2) if the applicable Metavante Data was in the
possession of Virtusa or Virtusa Agents at the time of such breach or potential
breach, Virtusa shall (a) investigate and remediate the effects of the
breach or potential breach and (b) provide Metavante with assurance
satisfactory to Metavante that such breach or potential breach will not recur.


 


(iv) 
Security Relating to Competitors.  In the
event that (1) Virtusa intends to provide the Services from a Service
Location (a) that Virtusa shares with a third party or third parties
(other than Virtusa Agents providing Services under this Agreement) or
(b) from which Virtusa provides services to any competitor of Metavante or
(2) any part of the business of Virtusa is now or in the future
competitive with Metavante’s business, then, prior to providing any of the
Services from such a Service Location, Virtusa shall use all reasonable
commercial efforts to restrict access in any such shared environment to
Metavante’s Confidential Information by taking such actions as are required,
including without limitation, enforcing the Data Security Policy, so that
Virtusa’s employees or Virtusa Agents providing services to such competitive
business are restricted from having access to Metavante’s Confidential
Information.


 


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PORTIONS OF THIS EXHIBIT
WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION
PURSUANT TO AN APPLICATION FOR CONFIDENTIAL TREATMENT UNDER RULE 24B-2 OF THE
SECURITIES EXCHANGE ACT; [***] DENOTES OMISSIONS.


 


1.4  Audits.


 


(i)  Annual Third Party Audit.  Virtusa shall provide Metavante annually with
a vulnerability assessment with respect to the Virtusa Service Locations
substantially in the form of Virtusa’s Report on Information System Review
dated May 2003 and previously provided to Metavante.


 


(ii)  Upon at least 10 business days written notice
from Metavante, Virtusa and Virtusa Agents shall provide Metavante, Metavante
Agents (all of whom shall be caused by Metavante to be bound by a
confidentiality agreement on terms no less restrictive than the terms herein),
and/or any of Metavante’s regulators with reasonable access to and any
reasonable assistance that they may require with respect to the Service
Locations for the purpose of performing audits or inspections of the Services
and the business of Metavante relating to the Services.  Such audits shall be conducted by Metavante
or Metavante Agents only during regular business hours at any Virtusa office or
location and shall be limited to no more than once per annum.  If any audit by an auditor designated by
Metavante, a Metavante Agent or a regulatory authority results in Virtusa being
notified that Virtusa or Virtusa Agents are not in compliance with any Law or
term of this Agreement, Virtusa shall, and shall cause Virtusa Agents to,
promptly take actions to comply with such Law or term.  Virtusa shall bear the expense of any such
response.


 


1.5  Virtusa
Contract Manager.


 


(i)  Virtusa shall
appoint an individual (the “Virtusa Contract Manager”) who, from the date of
this Agreement shall serve as the primary Virtusa representative under this
Agreement.  The Virtusa Contract Manager
shall (1)have overall responsibility for managing and coordinating the
performance of Virtusa’s obligations under this Agreement and (2) be
authorized to act for and on behalf of Virtusa with respect to the performance
of this Agreement.


 


(ii)  If Metavante
reasonably determines that the Virtusa Contract Manager should not continue in
that position, then Metavante may, upon written notice as provided to Virtusa
with reasonable grounds as to why the Virtusa Contract Manager should be
replaced, require removal of such Virtusa Contract Manager.  Virtusa shall, as soon as reasonably
practicable, replace such Virtusa Contract Manager.


 


(iii)  Virtusa shall
maintain backup procedures and conduct the replacement procedures for the
Virtusa Contract Manager in such a manner so as to assure an orderly succession
for Virtusa Contract Manager who is replaced. 
Upon request, after a determination that any Virtusa Contract Manager
will be replaced, Virtusa shall make such procedures available to Metavante.


 


1.6           Project Staff.  Virtusa shall
appoint individuals with suitable training and skills to perform the Services
to the Project Staff.  Virtusa shall
provide Metavante with a list of all Virtusa personnel dedicated full-time to
the Project Staff at the end of every ninety (90)-day period after the
Effective Date.  Except as otherwise
approved by Metavante (in its sole discretion), those Virtusa personnel located
on Metavante’s premises may only provide services on such premises which
support Metavante’s operations.  Virtusa
shall notify Metavante as soon 


 


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PORTIONS OF THIS EXHIBIT
WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE
COMMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL TREATMENT UNDER RULE
24B-2 OF THE SECURITIES EXCHANGE ACT; [***] DENOTES OMISSIONS.


 


as possible after dismissing
or reassigning any member of the Project Staff whose normal work location is at
a Metavante Service Location.


 


1.7  Subcontractors.


 


(i)  Prior to
subcontracting any of the Services, Virtusa shall notify Metavante of the
proposed subcontract and shall obtain Metavante’s approval of such
subcontract.  Prior to amending,
modifying or otherwise supplementing any subcontract relating to the Services,
Virtusa shall notify Metavante of the proposed amendment, modification or
supplement and shall obtain Metavante’s approval thereof which approval shall
not be unreasonably withheld or delayed.


 


(ii)  No subcontracting shall release Virtusa from
its responsibility for its obligations under this Agreement.  Virtusa shall be responsible for the work and
activities of each of the Virtusa Agents, including compliance with the terms
of this Agreement.  Virtusa shall be
responsible for all payments to its subcontractors.


 


(iii)  Except as otherwise provided in this
Agreement, Virtusa shall promptly pay for all services, materials, equipment
and labor used by Virtusa or its subcontractors in providing the Services and
Virtusa shall keep Metavante’s property and premises free of all liens and/or
competing claims.


 


1.8           Conduct of Virtusa Personnel. 
While at the Metavante Service Locations, Virtusa and Virtusa Agents
shall (1) comply with the requests, standard rules and regulations of
Metavante regarding safety and health, personal and professional conduct
(including adhering to general safety practices or procedures) generally
applicable to such Metavante Service Locations and (2) otherwise conduct
themselves in a businesslike manner; provided that as a condition to such compliance,
Metavante shall have provided Virtusa with the then current copy of the
applicable policy, rule or regulation. 
Virtusa shall cause the Project Staff to maintain and enforce the
confidentiality provisions of this Agreement. 
If Metavante notifies Virtusa that a particular member of the Project
Staff is not conducting himself or herself in accordance with this Section,
Virtusa shall promptly (a) investigate the matter and take appropriate
action which may include (i) removing the applicable person from the
Project Staff and providing Metavante with prompt notice of such removal and
(ii) replacing the applicable person with a similarly qualified individual
or (b) take other appropriate disciplinary action to prevent a recurrence.  In the event of multiple violations of this
Section by a particular member of the Project Staff, Virtusa shall
promptly remove the individual from the Project Staff.


 


1.9           Non-Competition.  Virtusa shall
not assign any member of the Restricted Staff (as defined below) to perform any
services for any Competitor (as defined below) of Metavante which services
involve substantially similar or competing products of the Competitor as those
being performed under the applicable Work Order without Metavante’s prior
written consent, which consent shall not be unreasonably withheld
(i) while such member of the Project Staff is actively engaged under a
Work Order herein to which the restriction above applies and (ii) for a
[****************************** *****************************] is removed from,
or ceases to provide services in connection with such Work Order. For purposes
of this Agreement, Competitor shall be defined as only those companies listed
on the applicable Work Order, as 


 


4

















 


PORTIONS OF THIS EXHIBIT
WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE
COMMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL TREATMENT UNDER RULE
24B-2 OF THE SECURITIES EXCHANGE ACT; [***] DENOTES OMISSIONS.


 


agreed to by the
parties.  For purposes of this Agreement,
“Restricted Staff” shall mean each employee or consultant of Virtusa who
(i) is actively engaged for a period of
[*********************************************************] and (ii) [***]
a [***] of [*****] or below.


 


1.10  Disaster
Recovery.


 


(i)  Virtusa shall have
and maintain a professionally developed disaster recovery plan (“DRP”). Virtusa
shall test (and may amend the DRP if Virtusa determines necessary) the
operability of the DRP during every 12-month period that the DRP is fully
operational, and certify to Metavante at least once during every 12-month
period that the DRP is fully operational. Virtusa shall implement the DRP upon
the occurrence of a disaster. Virtusa shall use all reasonable commercial
efforts to reinstate the Services within [***] after the occurrence of a
disaster. In the event of a disaster (as such term is defined in the DRP),
Virtusa
[*************************************************************************** *******************************],
unless agreed to by Metavante in writing.


 


(ii)  Force
Majeure.  If and to the extent that a
Party’s performance of any of its obligations (except for payment obligations)
pursuant to this Agreement is prevented, hindered or delayed by fire, flood,
earthquake, elements of nature or acts of God, acts of war, terrorism, riots,
civil disorders, rebellions or revolutions, or any other similar cause beyond
the reasonable control of such Party (each, a “Force Majeure Event”), and such
non-performance, hindrance or delay was not caused by the negligence of such
party, then the non-performing, hindered or delayed Party shall be excused for
such non-performance, hindrance or delay, as applicable, of those obligations
affected by the Force Majeure Event for as long as such Force Majeure Event
continues and such Party continues to use its best efforts to recommence
performance whenever and to whatever extent possible without delay, including
through the use of alternate sources, workaround plans or other means.  The Party whose performance is prevented,
hindered or delayed by a Force Majeure Event shall immediately notify the other
Party of the occurrence of the Force Majeure Event and describe in reasonable
detail the nature of the Force Majeure Event. 
The occurrence of a Force Majeure Event does not excuse, limit or
otherwise affect Virtusa’s obligation to provide either normal recovery
procedures or any other disaster recovery services described in
Section 1.10.


 


(iii)  Alternate
Source.  If the Force Majeure Event
continues to materially and adversely prevent, hinder or delay performance of
the Services for more than [***************************], then Metavante may
terminate this Agreement, in whole or in part, as of a date specified by
Metavante in a termination notice to Virtusa.


 


(iv)  No Payment for
Unperformed Services.  Except as provided
in Section 1.10(iii), nothing in this Article shall limit Metavante’s
obligation to pay any fees; provided, however, that if Virtusa fails to provide
the Services in accordance with this Agreement due to the occurrence of a Force
Majeure Event, the Fees shall be adjusted in a manner such that Metavante is
not responsible for the payment of any Fees for Services that Virtusa fails to
provide during the Force Majeure period.


 


5

















 


PORTIONS OF THIS EXHIBIT
WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE
COMMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL TREATMENT UNDER RULE
24B-2 OF THE SECURITIES EXCHANGE ACT; [***] DENOTES OMISSIONS.


 


(v)  Allocation of
Resources.  Whenever a Force Majeure
Event or a disaster causes Virtusa to allocate limited resources between or
among Virtusa’s customers, Virtusa shall provide Metavante [**************************
*****************]


 


1.11  Termination Services


 


(i)  At the termination
of all services under this Agreement and to facilitate an orderly transfer of
all responsibility for the co-sourced functions to Metavante, or its designee,
Virtusa shall perform Termination Services in accordance with a jointly
developed plan for such Termination Services (“Termination Services Plan”) in
accordance with the terms set forth herein.


 


(ii)  Virtusa shall
provide Termination Services to Metavante at Metavante’s request in the event
of expiration or termination of this Agreement, subject to the terms
herein.  Upon Metavante’s prior written
notice to Virtusa of (1) Metavante’s decision to not renew the terms of
this Agreement and for the Agreement to expire on the terms set forth herein
and (2) Metavante’s request for Termination Services, Metavante and
Virtusa shall develop and implement a Termination Services Plan [***] to the
expiration date of the applicable Work Order. 
If Virtusa or Metavante terminates this Agreement prior to its scheduled
expiration pursuant to the terms herein, the parties shall develop and
implement such Termination Services Plan, commencing on the Termination
Date.  The Termination Services Plan
shall include the Termination Services to be performed, the respective obligations
of the parties, the Metavante and Virtusa resources who will participate in the
plan, and inventory of the responsibilities to be transitioned, target
completion dates, estimated effort, and exit criteria by which Metavante will
confirm that the Termination Services have been completed.


 


(iii)  Termination
Services


 


Termination services shall
mean those activities required to transfer responsibility to Metavante for
those tasks and activities that were being performed by Virtusa under this
Agreement (“Termination Services”). 
Termination Services shall include, but shall not be limited to, the
following types of services:


 


·              Reverse
Knowledge Transfer:  Virtusa resources
will work with the Metavante resources to transition their knowledge of Metavante
projects, activities and applications to a Metavante designated resource.  The reverse knowledge transfer will be
performed based on the Termination Services Plan.  For the avoidance of doubt, all such services
will be limited to knowledge transfer only and all development work and coding
of the Virtusa resources shall not be included in any Termination Services.


 


·              Transition of Deliverables:  Virtusa resources will transition
responsibility for completed and in-process deliverables to a Metavante designated
resource.  If a Metavante resource cannot
be identified for this transition, Virtusa resources will document the
deliverables in accordance with jointly agreed deliverable transition
guidelines.  The transition will be
performed based on the Termination Services Plan.


 


6

















 


PORTIONS OF THIS EXHIBIT
WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE
COMMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL TREATMENT UNDER RULE
24B-2 OF THE SECURITIES EXCHANGE ACT; [***] DENOTES OMISSIONS.


 


·              Communications:  Virtusa and Metavante shall together keep the
[***] and [*****] connections between Metavante and Virtusa work locations
operable for the Termination Services Period (defined below).


 


(iv)  Termination
Services Period


 


Virtusa shall promptly
commence providing Termination Services upon (a) non-terminating party’s
receipt of the terminating party’s valid notice of termination under this
Agreement and (b) Virtusa’s receipt of Metavante’s written request for
Termination Services.  Except as
otherwise expressly set forth in the Termination Services Plan, Virtusa shall
perform Termination Services for a period not to exceed [******] (“Termination
Services Period”) commencing on the termination date, unless Metavante directs
Virtusa to discontinue providing the Termination Services prior to the end of
such Termination Services Period.  Unless
otherwise agreed in writing by the parties, the parties’ rights and obligations
regarding Termination Services shall survive the expiration or termination of
this Agreement.


 


(v)  Charges for
Termination Services


 


Metavante shall pay Virtusa
for Termination Services on a time and materials basis for the Virtusa
resources that perform these Termination Services, at a rate mutually agreed
upon by the parties [**************** *******************************************************************************]
provided that, if Metavante
terminates this Agreement pursuant to a material breach by Virtusa which is not
cured within 30 days of written notice by Metavante under this Agreement,
Virtusa shall provide the Termination Services [******************] provided
that no more than [*********************] actively engaged on the Work Order at
the time of termination will be required to perform Termination Services
[*************] under the terms herein (except that at a minimum, of the
Project Staff, Virtusa shall make available at least [************] to assist
in the transition, [*************************************] and the
[***************] shall be agreed upon by the parties).  Any additional resources or services beyond
the [******] Termination Service Period referenced above may be purchased by
Metavante [******] at the time of termination.


 


(vi)  Termination Expenses


 


If Virtusa  terminates 
this Agreement pursuant to a breach by Metavante, Metavante shall  [************************** *******************************************]  from early termination  of this Agreement or any Work Order under
this Agreement.  If Metavante terminates
this Agreement pursuant to a material breach by Virtusa, Metavante [******* *****************************************************************************************************
*****************************************************************************************************
************************************] any Work Order under this Agreement
[****************************] by Virtusa, in accordance with the terms of this
Agreement.


 


7

















 


PORTIONS OF THIS EXHIBIT
WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE
COMMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL TREATMENT UNDER RULE
24B-2 OF THE SECURITIES EXCHANGE ACT; [***] DENOTES OMISSIONS.


 


1.12         [***]


 


(i) 
[************************************************************************************************
*****************************************************************************************************
*****************************************************************************************************
*****************************************************************************************************
*****************************************************************************]


 


(ii)  [************************************************************************************************
*****************************************************************************************************
*****************************************************************************************************
*****************************************************************************************************
*****************************************************************************************************
*****************************************************************************************************
*****************************************************************************************************
*****************************************************************************************************
*****************************************************************************************************
*****************************************************************************************************
*****************************************************************************************************
*****************************************************************************************************
*****************************************************************************************************
*****************************************************************************************************
********************************************************************************************]


 


2.             PROPRIETARY RIGHTS


 


2.1           Metavante Ownership Rights. Virtusa hereby [*************] to
Metavante, all right, title and interest in and to the Deliverables and the
Work Product, including without limitation, all copyrights, moral rights,
patents, trademarks, trade secrets, and any other intellectual property rights
which may be capable of protection under the laws of the United States of
America, India or any other country, subject to only to the rights of Virtusa
in Virtusa Intellectual Property (as defined in Section 2.2 hereof)and/or
any rights of third parties with respect to any third party software delivered
with or embedded in any Deliverable which has been disclosed to, and approved
by, Metavante in advance. Metavante [********************************]
including worldwide ownership of copyright and patent, in and to the
Deliverables and Work Product and all copies made from them.  Virtusa acknowledges, and shall cause Virtusa
Agents to acknowledge, that Metavante and the successors and permitted assigns
of Metavante shall have the right to obtain and hold in their own name any
intellectual property rights in and to the Deliverables and the Work
Product.  Virtusa agrees to execute, and
shall cause Virtusa Agents to execute any documents or take any other actions
as may reasonably be necessary, or as Metavante may reasonably request, to
perfect Metavante’s ownership of 


 


8

















 


PORTIONS OF THIS EXHIBIT
WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE
COMMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL TREATMENT UNDER RULE
24B-2 OF THE SECURITIES EXCHANGE ACT; [***] DENOTES OMISSIONS.


 


any such Deliverables and Work Product, under the laws of the United
States, India, and every other country.


 


2.2           Virtusa Ownership Rights. Notwithstanding the foregoing, Virtusa
currently owns and shall continue to own all right, title and interest
(including without limitation all copyrights, moral rights, patents,
trademarks, trade secrets, mask works and any other intellectual property related
thereto) in and to all techniques, methodologies, objects, modules, software,
or other materials created or obtained by Virtusa prior to performing any
Services under this Agreement (“Pre-existing Virtusa Property”), and any and
all enhancements, modifications and derivative works to Pre-existing Virtusa
Property of general application developed by Virtusa during the term of this
Agreement and any Work Order hereunder (“Virtusa Intellectual Property”),
excluding any Confidential Information (as defined in Section 3.1 hereof)
of Metavante.


 


2.3           Virtusa License. Virtusa hereby grants to Metavante an
irrevocable (except as noted in Section 8.4 hereof), perpetual,
non-exclusive, non-transferable, non-assignable, royalty-free, fully paid-up,
world-wide license to use, copy, modify, sublicense, and display any Virtusa
Intellectual Property incorporated into the Deliverables under this Agreement.


 


2.4           Metavante License. For the sole purpose of meeting the
requirements and/or obligations of a Work Order, Metavante hereby grants to
Virtusa, for the term of this Agreement and any Work Order hereunder, a
non-exclusive, non-transferable, non-assignable, royalty-free, fully paid-up,
world-wide license to use, copy, modify, display, and create derivative works
from all objects, components, software, or other materials/documentation
furnished by Metavante to Virtusa which pertain to the Services and/or
Deliverables (“Metavante Software”).


 


2.5           Metavante Data.


 


(i)  Ownership of
Metavante Data.  All Metavante Data is, or
will be, and shall remain the property of Metavante.  Without Metavante’s approval (in its sole
discretion), Metavante Data shall not be, (1) used by Virtusa or Virtusa
Agents other than in connection with providing the Services,
(2) disclosed, sold, assigned, leased or otherwise provided to third
parties by Virtusa or Virtusa Agents or (3) commercially or otherwise
exploited by or on behalf of Virtusa or Virtusa Agents.  Virtusa hereby irrevocably assigns, transfers
and conveys, and shall cause Virtusa Agents to assign, transfer and convey, to
Metavante without further consideration all of its and their right, title and
interest in and to Metavante Data.  Upon
written request by Metavante, Virtusa shall execute and deliver, and shall
cause Virtusa Agents to execute and deliver, any documents that may be
reasonably necessary under any Law to preserve, or enable Metavante to enforce,
its rights with respect to Metavante Data.


 


(ii)  Return of Data.


 


(1)           Upon request by Metavante at any time during the Term and upon
expiration or termination of this Agreement, Virtusa shall (a) promptly
return to Metavante, in the 


 


9

















 


PORTIONS OF THIS EXHIBIT
WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION
PURSUANT TO AN APPLICATION FOR CONFIDENTIAL TREATMENT UNDER RULE 24B-2 OF THE
SECURITIES EXCHANGE ACT; [***] DENOTES OMISSIONS.


 


format and on the media
requested by Metavante, all or any part of Metavante Data and (b) erase or
destroy all or any part of Metavante Data in Virtusa’s possession, and certify
the same in writing, in each case to the extent so requested by Metavante.


 


(2)           If Virtusa’s compliance with Metavante’s request pursuant to
Section 2.5(iii)(1) will have a material adverse effect on Virtusa’s
ability to perform the Services as set forth in a Work Order, Virtusa shall
notify Metavante of such circumstance prior to complying with such request and
the Parties shall agree to an appropriate level of relief of Virtusa.


 


2.6           Residual Information. Notwithstanding anything in this Article 2
to the contrary, either Party may freely use and employ Residual Information,
subject to its obligation to protect the other Party’s Confidential Information
pursuant to Article 3 of this Agreement.


 


3.             CONFIDENTIALITY


 


3.1           Each Party shall use reasonable measures to
protect the other Party’s Confidential Information and shall not disclose any
such Confidential Information to any third party except as permitted
hereunder.  Such measures shall be as
least as stringent as the measures used by the receiving Party to protect its
own confidential information, and shall include restricting access to
Confidential Information to the recipient’s employees and consultants on a
need-to-know basis, and requiring written nondisclosure agreements from such
employees and consultants protecting the Confidential Information as required
herein.  Each Party shall be responsible
for the misappropriation or other misuse or disclosure of the other Party’s
Confidential Information by its employees or subcontractors in violation of the
terms of this Article 3. A Party may disclose the Confidential Information
of the other Party in response to a lawful order or subpoena from any court or
any body empowered to issue such an order or subpoena or as otherwise required
by law or statute. Each party agrees to notify the other promptly of the
receipt of any such order or subpoena or requirement and to provide the other
with a copy of such order and, to the extent permitted by law, a reasonable
opportunity to obtain a protective order or protect certain parts of the
information as being confidential.


 


3.2           The receiving Party is permitted to use the
Confidential Information solely for the purposes of performing its obligations
hereunder.  Notwithstanding the
foregoing, Metavante’s rights to use the Virtusa Intellectual Property shall be
as set forth in Section 2.3 hereof. The disclosing Party makes no
representations or warranties concerning its Confidential Information, provided
that the foregoing shall not apply with respect to any Virtusa Confidential
Information that is incorporated into the Deliverables.


 


3.3           Upon request of the disclosing Party, the receiving Party shall return
or destroy all Confidential Information, and all copies, extracts, portions,
notes, summaries and derivatives of the Confidential Information, in its
possession or under its control, provided that the foregoing shall not apply
with respect to any Virtusa Intellectual Property that is incorporated into the
Deliverables.


 


3.4           Each Party acknowledges that the other Party would suffer irreparable
harm if the first party breaches the provisions of this Section 3, and
that in the event of such a breach the 


 


10

















 


PORTIONS OF THIS EXHIBIT
WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE
COMMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL TREATMENT UNDER RULE
24B-2 OF THE SECURITIES EXCHANGE ACT; [***] DENOTES OMISSIONS.


 


other Party shall be
entitled to immediate equitable relief (including without limitation
injunction(s) and order(s) for specific performance), in addition to
and without limiting its other remedies at law or in equity.


 


3.5           Unauthorized Acts.  Without limiting either Party’s rights in respect
of a breach of this Article, each Party shall:


 


(1)           promptly notify the other Party of any unauthorized possession, use or
knowledge, or attempt thereof, of the other Party’s Confidential Information by
any person or entity that may become known to such Party;


 


(2)           promptly furnish to the other Party full details of the unauthorized
possession, use or knowledge, or attempt thereof, and assist the other Party in
investigating or preventing the recurrence of any unauthorized possession, use
or knowledge, or attempt thereof, of Confidential Information;


 


(3)           cooperate with the other Party in any litigation and investigation
against third parties deemed necessary by the other Party to protect its
proprietary rights; and


 


(4)           promptly use its best efforts to prevent a recurrence of any such
unauthorized possession, use or knowledge, or attempt thereof, of Confidential
Information.


 


Each
Party shall bear the cost it incurs as a result of compliance with this
Section.


 


3.6           This Article 3 shall survive the termination of this Agreement.


 


4.             FEES AND EXPENSES


 


4.1           Virtusa shall send invoices to Metavante for the fee(s) for
Services set forth in the Work Order and any related expenses [*****].  Metavante shall pay Virtusa each such invoice
in U.S. Dollars within [***] days of receipt of the applicable invoice.  Each invoice shall be itemized and contain
sufficient detail for Metavante to validate services and charges included in
the invoice.  Virtusa reserves the right
to add a late charge of the [**************************** ************************************************************************************************
**********************************************************************]


 


4.2           All fees are exclusive of all state and local sales or equivalent taxes
now in force or enacted in the future. 
If such taxes are applicable, and if paid by Virtusa, Metavante will be
invoiced as a separate line item on the invoice for those amount(s) that
Virtusa may be required to pay.  If a
certificate of exemption or similar document is to be provided by Metavante in
order to exempt the sale from tax liability, Metavante will obtain and provide
an acceptable certificate to Virtusa and the taxing authority.  Each party shall be responsible for payment
of all income or equivalent taxes based upon that party’s net income.


 


4.3           Metavante shall reimburse Virtusa for all pre-approved and reasonable
travel and living expenses incurred by Virtusa in performing its
responsibilities and obligations under this Agreement in addition to the
fee(s) for Services set forth in the Work Order.


 


11














 


PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY
WITH THE SECRETARY OF THE COMMISSION PURSUANT TO AN APPLICATION FOR
CONFIDENTIAL TREATMENT UNDER RULE 24B-2 OF THE SECURITIES EXCHANGE ACT; [***]
DENOTES OMISSIONS.


 


4.4           If Metavante disputes any charge or amount on any
invoice and such dispute cannot be resolved promptly through good-faith
discussions between the parties, Metavante shall pay the amounts due under this
Agreement minus the disputed amount, and the parties shall diligently proceed
to resolve such disputed amount.


 


4.5           Attorneys’ Fees and Costs.  If any legal action is commenced in
connection with the enforcement of this Agreement or any instrument or
agreement required under this Agreement, the prevailing party shall be entitled
to costs, attorneys’ fees actually incurred, and necessary disbursements
incurred in connection with such action, as determined by the court.


 


5.             INDEMNIFICATION


 


5.1  Indemnity by Metavante.  Metavante shall indemnify Virtusa from, and
defend and hold Virtusa harmless from and against, any Third Party Claim
against Virtusa by any Third Party:


 


(1)           that the Metavante Software infringes upon the
proprietary or other rights of any third party (except as may have been caused
by a modification by Virtusa or Virtusa Agents);


 


(2)           arising from Metavante’s gross negligence or willful
misconduct;


 


(3)           relating to any amounts, including taxes, interest and
penalties, assessed against Virtusa which are the obligation of Metavante
pursuant to Section 4.2;


 


(4)           relating to personal injury (including death) or
property loss or damage resulting from negligence or willful misconduct by
Metavante or Metavante Agents;


 


(5)           relating to Metavante’s material breach of Article 3.


 


5.2           Indemnity by Virtusa. 
Virtusa shall indemnify Metavante from, and defend and hold Metavante
harmless from and against any claim against Metavante by any Third Party:


 


(1)           that the Services, the Deliverables, the Work Product,
any enhancements or modifications to the Metavante Software performed by
Virtusa or Virtusa Agents or any other resources or items provided to Metavante
by Virtusa or Virtusa Agents infringe upon the proprietary or other rights
(excluding any third party software approved by Metavante in advance to be
delivered with or embedded in any Deliverable or Work Product) of such third
party ;


 


(2)           arising out of Virtusa’s gross negligence or willful
misconduct or material breach by Virtusa of Section 1.3, Article 2 or
Article 3 of this Agreement;


 


(3)           relating to any amounts, including taxes, interest and
penalties, assessed against Metavante that are finally determined by a court or
similar tribunal to be the obligation of Virtusa (and not due to non-payment or
late payment of taxes by Metavante properly due);


 


12

















 


PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY
WITH THE SECRETARY OF THE COMMISSION PURSUANT TO AN APPLICATION FOR
CONFIDENTIAL TREATMENT UNDER RULE 24B-2 OF THE SECURITIES EXCHANGE ACT; [***]
DENOTES OMISSIONS.


 


(4)           relating to property damage or personal injury
resulting from negligence or willful misconduct by Virtusa or Virtusa Agents;


 


(5)           relating to claims by any Virtusa employee or
contractor or agent for salary, wages, or payment relating to services
performed under any Work Order or under this Agreement;


 


5.3  Limitations
on Indemnity Obligations for Intellectual Property Infringement


 


5.3.1 
Notwithstanding anything to the contrary, if a third party claim of
infringement under this Section 5 occurs for which Metavante indemnifies
Virtusa under Section 5.1, or if Metavante determines that such a claim is
likely to occur, in addition to Metavante’s indemnification obligations stated
herein, Metavante shall have the right, in its sole discretion, to either: (i) procure
for Virtusa, at Metavante’s expense, the right or license to continue to use
the Metavante Software free of the infringement claim; or (ii) replace or
modify the Metavante Software; or (iii) require Virtusa to cease using the
infringing Metavante Software.


 


5.3.2 
Notwithstanding anything to the contrary, if a third party claim of
infringement under this Section 5 occurs for which Virtusa indemnifies
Metavante under Section 5.2, or if Virtusa determines that such a claim is
likely to occur, Virtusa shall have the right, in its sole discretion, to
either: (i) procure for Metavante, at Virtusa’s expense, the right or
license to continue to use the Deliverable(s), Work Product or Services free of
the infringement claim; or (ii) replace or modify the Deliverable(s), the
Work Product or Services to make them non-infringing.  If neither of these remedies are reasonably
available to Virtusa, Virtusa may require the Metavante to cease using the
infringing Deliverable(s), Work Product or Services and Virtusa will issue
Metavante a pro-rated refund of fees paid under the applicable Work Order for
the infringing Deliverable based on a 5 year amortization schedule, commencing
on the date that the Deliverable was first put in production by Metavante.


 


5.3.3        A party (the “Indemnifying Party”) shall have no
obligation to indemnify the other party (the “Indemnified Party”) for any
infringement claim based upon: (i) any alteration or modification of any
intellectual property not provided or authorized by the Indemnifying Party in
writing, if the infringement would not have occurred but for the alteration or
modification by a party other than the Indemnifying Party; (ii) use of the
intellectual property in combination with other programs or data, unless such
programs and/or data were set forth in written specifications, a SOW or
acceptance criteria as agreed to by the parties to be used with the
Deliverable, Work Product or Service if the infringement would not have
occurred but for the use in combination with such programs or data; (iii) use
of the intellectual property in a way not provided for or described in the
applicable documentation and/or Work Order, if the infringement would not have
occurred but for such use; (iv) use of other than a current unaltered
version of the intellectual property after the Indemnified Party has been
reasonably notified that use of such new release would avoid the infringement
and the Indemnifying Party has reasonably provided to the other party such new
version free of charge, if the infringement would not have occurred but for the
use of other than a current unaltered version of the intellectual property; or (v) the
Indemnifying Party’s compliance with the Indemnified Party’s’s designs, specifications
or instructions, [********************************************************* ******


 


13

















 


PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY
WITH THE SECRETARY OF THE COMMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL
TREATMENT UNDER RULE 24B-2 OF THE SECURITIES EXCHANGE ACT; [***] DENOTES
OMISSIONS.


 


************************************************************]
to the extent that the Indemnifying Party could have complied with such
designs, specifications, or instructions without infringing upon the rights of
the third party.


 


5.4           Indemnification Procedures.


 


If any third party claim
is commenced against a Party entitled to indemnification under Section 5.1
or Section 5.2 (the “Indemnified Party”), written notice thereof shall be
given to the Party that is obligated to provide indemnification (the “Indemnifying
Party”) as promptly as practicable but in any event no later than 5 business
days after receipt or actual knowledge of the claim, whichever is earlier; provided
that violation of this notice period by the Indemnified Party shall not relieve
the Indemnifying Party of its indemnification obligations under this Section 5
unless and only to the extent that such lack of notice is prejudicial to the
Indemnifying Party in any material respect. 
If, after such written notice, the Indemnifying Party shall acknowledge
that this Agreement applies with respect to such claim, then the Indemnifying
Party shall be entitled, if it so elects, in a notice promptly delivered to the
Indemnified Party, but in no event less than [***] prior to the date on which a
response to such claim is due, to immediately take full control of the defense
and investigation of such claim and defend the same, at the Indemnifying Party’s
sole cost and expense.  The Indemnified
Party shall cooperate, at the cost of the Indemnifying Party, in all reasonable
respects with the Indemnifying Party and its attorneys in the investigation,
trial and defense of such claim and any appeal arising therefrom; provided,
however, that the Indemnified Party may, at its own cost and expense,
participate, through its attorneys or otherwise, in such investigation, trial
and defense of such claim and any appeal arising therefrom.  No settlement of a claim that involves a
remedy other than the payment of money by the Indemnifying Party shall be
entered into without the consent of the Indemnified Party.  After notice by the Indemnifying Party to the
Indemnified Party of its election to assume full control of the defense of any
such claim, the Indemnifying Party shall not be liable to the Indemnified Party
for any legal expenses or other related costs, fees, or expenses incurred
thereafter by such Indemnified Party in connection with the defense of that
claim.  If the Indemnifying Party does
not assume full control over the defense of a claim subject to such defense as
provided in this Section, the Indemnifying Party may participate in such
defense, at its sole cost and expense, and the Indemnified Party shall have the
right to defend the claim in such manner as it may deem appropriate, at the
cost and expense of the Indemnifying Party. 
Subject to the terms of this Section 5, the Indemnifying Party
shall will pay all claims, damages, losses, liabilities, fines, penalties, judgments
or amounts paid in final settlement (or actions, suits or proceedings, or
investigations in respect thereof) and fees, costs and expenses (including all
reasonable attorney fees and expenses incurred in connection therewith) at the
time such claim is finally awarded against the Indemnified Party to such third
party by a court of competent jurisdiction or similar tribunal (or at the time
of final settlement thereof) .


 


5.6           The foregoing states each party’s entire liability and obligations and
each party’s sole and exclusive remedy for any patent, copyright or other
intellectual property infringement claims, or any warranty claim by Metavante
under Section 6.2(9) with respect to any of the Deliverables, Work
Product or Service under this Agreement.


 


14

















 


PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY
WITH THE SECRETARY OF THE COMMISSION PURSUANT TO AN APPLICATION FOR
CONFIDENTIAL TREATMENT UNDER RULE 24B-2 OF THE SECURITIES EXCHANGE ACT; [***]
DENOTES OMISSIONS.


 


6.             WARRANTIES


 


6.1           By Metavante.  Metavante represents and warrants that:


 


(1)           Metavante is a corporation duly incorporated validly
existing and in good standing under the Laws of Wisconsin;


 


(2)           Metavante has all requisite corporate power and
authority to execute, deliver and perform its obligations under this Agreement;


 


(3)           the execution, delivery and performance of this
Agreement by Metavante (a) has been duly authorized by Metavante and (b) will
not conflict with, result in a breach of or constitute a default under and
other agreement to which Metavante is a party or by which Metavante is bound;


 


(4)           Metavante is duly licensed, authorized or qualified to
do business and is in good standing in every jurisdiction in which a license,
authorization or qualification is required for the ownership or leasing of its
assets or the transaction of business of the character transacted by it, except
where the failure to be so licensed, authorized or qualified would not have a
material adverse effect on Metavante’s ability to fulfill its obligations under
this Agreement;


 


(5)           Metavante is in [***] applicable to Metavante and has
obtained all applicable [**] and [**] required of Metavante in connection with
its obligations under this Agreement;


 


(6)           there is no outstanding [***], [***] or other [***] to
which Metavante is [**] which, if decided unfavorably to Metavante, would
reasonably be expected to have a material adverse effect on Virtusa’s or
Metavante’s ability to fulfill their respective obligations under this
Agreement; and


 


(7)           the [**] does not infringe upon the proprietary rights
of any third party.


 


6.2           By Virtusa.  Virtusa represents and warrants that:


 


(1)           Virtusa is a corporation duly incorporated, validly
existing and in good standing under the Laws of Delaware;


 


(2)           Virtusa has all requisite corporate power and
authority to execute, deliver and perform its obligations under this Agreement;


 


(3)           the execution, delivery and performance of this
Agreement by Virtusa (a) has been duly authorized by Virtusa and (b) will
not conflict with, result in a breach of or constitute a default under and
other agreement to which Virtusa is a party or by which Virtusa is bound;


 


(4)           Virtusa is duly licensed, authorized or qualified to
do business and is in good standing in every jurisdiction in which a license,
authorization or qualification is required for the ownership or leasing of its
assets or the transaction of business of the character transacted by it, except
where the failure to be so licensed, authorized or qualified would not have a
material adverse effect on Virtusa’s ability to fulfill its obligations under
this Agreement;


 


(5)           Virtusa is in compliance with all Laws applicable to
Virtusa and has obtained all applicable permits and licenses required of
Virtusa in connection with its obligations under this Agreement;


 


(6)           there is no outstanding litigation, arbitrated matter
or other dispute to which Virtusa is a party which, if decided unfavorably to
Virtusa, would reasonably be expected to have a material adverse effect on
Metavante’s or Virtusa’s ability to fulfill their respective obligations under
this Agreement;


 


(7)           the Services will be performed in accordance with
professional standards consistent with generally accepted industry standards.


 


15

















 


PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY
WITH THE SECRETARY OF THE COMMISSION PURSUANT TO AN APPLICATION FOR
CONFIDENTIAL TREATMENT UNDER RULE 24B-2 OF THE SECURITIES EXCHANGE ACT; [***]
DENOTES OMISSIONS.


 


(8)           the Deliverables as finally delivered to Metavante
following acceptance by Metavante, if any, [***************** *****************************]
set forth in the applicable Work Order for a [******************************** *************]
by Metavante.  The foregoing warranty in
this Section shall not apply to: errors in, or non-conformance by, the
Deliverable caused by (i) Metavante’s negligence or misuse, (ii) Metavante’s
hardware malfunction, or other causes beyond the reasonable control of Virtusa,
(iii) third party software not licensed through Virtusa, (iv) the
installation of the Deliverable in a hardware or operating environment not
expressly stated in the applicable SOW; (v) modification, customization,
extension of or damage to the Deliverables (other than as authorized by, or by,
Virtusa)  or errors in the Deliverable caused in
whole or in party by the performance or non-performance of Metavante of its
obligations under any Work Order.  In the
event of any non-compliance with the foregoing warranty by Virtusa, Metavante
shall notify Virtusa in writing and specify the nature of the non-conformance
and Virtusa shall have [***] to cure such non-compliance from receipt of such
notice.


 


(9)           the Deliverables constitute original works of
authorship and shall not infringe upon the proprietary rights of any third
party, subject to the terms of in Section 5.2 with respect to
infringement;


 


(10)         the Deliverables contain no viruses or similar harmful
code at the time first provided to Metavante by Virtusa and Virtusa shall not
introduce any viruses or harmful code into Metavante’s software or systems; and


 


(11)         without the consent of Metavante, Virtusa shall not
insert into any Software any code that would have the effect of disabling or
otherwise shutting down all or any portion of the Software.  Virtusa further represents and warrants that,
with respect to any disabling code that may be part of the Software used to
provide the Services, Virtusa shall not invoke such disabling code at any time,
including upon expiration or termination of this Agreement, without Metavante’s
consent.


 


6.3           DISCLAIMER. 
EXCEPT AS SPECIFIED IN SECTION 6.1 AND SECTION 6.2, NEITHER
METAVANTE NOR VIRTUSA MAKES ANY OTHER WARRANTIES HEREUNDER WITH RESPECT TO ANY
MATTER (INCLUDING, WITHOUT LIMITATION, THE SERVICES, THE WORK PRODUCT, THE
DELIVERABLES, THE DEVELOPED SOFTWARE OR THE SYSTEMS) AND EACH EXPLICITLY
DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, ORAL OR STATUTORY,
INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A
PARTICULAR OR SPECIFIC PURPOSE.


 


7.             LIMITATION OF LIABILITY


 


7.1           LIMITATION OF LIABILITY; DAMAGES. 
EXCEPT AS PROVIDED IN SECTION 7.2 BELOW, IN NO EVENT SHALL EITHER
PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR
CONSEQUENTIAL DAMAGES OF ANY NATURE WHATSOEVER, WHETHER IN CONTRACT, WARRANTY
OR TORT, INCLUDING WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, REVENUE,
DATA, COVER, LOSS OF OR INTERRUPTION OF BUSINESS OF CUSTOMER OR ANY OTHER PARTY
ARISING OUT OF OR IN CONNECTION WITH THE DELIVERY, USE OR PERFORMANCE OF THE
SERVICES, THE DELIVERABLES, ANY SOFTWARE OR ANY OTHER 


 


16

















 


PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY
WITH THE SECRETARY OF THE COMMISSION PURSUANT TO AN APPLICATION FOR
CONFIDENTIAL TREATMENT UNDER RULE 24B-2 OF THE SECURITIES EXCHANGE ACT; [***]
DENOTES OMISSIONS.


 


MATERIALS OR ITEMS
EVEN IF THAT PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  IN NO EVENT SHALL VIRTUSA’S LIABILITY TO
CUSTOMER FOR ANY CLAIM ARISING OUT OF THIS AGREEMENT OR ANY WORK ORDER
HEREUNDER EXCEED THE AMOUNT ACTUALLY PAID TO VIRTUSA BY CUSTOMER UNDER THE
APPLICABLE Work Order FROM WHICH SUCH CLAIM AROSE.


 


7.2           Exclusions.  The
limitations or exculpations of liability set forth in Section 7.1 shall
not apply to (1) indemnification claims, as set forth in Article 5, (2) breaches
of Article 3, (3) material breaches of Article 2, or Section [***],
[***], [***] or [***] (5) a Party’s liability under Section 9.3, or (6) a
Party’s liability resulting from the gross negligence or intentional acts of
the Party, its employees, agents, or subcontractors.


 


8.             TERM AND TERMINATION


 


8.1           This Agreement will become effective as of
the Effective Date and will remain in effect for a period of 5 years or until
all Services have been completed or terminated as provided herein, whichever
occurs later. Metavante may terminate this Agreement for any reason upon [***]
written notice to Virtusa.  Virtusa may
terminate this Agreement for any reason upon [***] written notice to Metavante;
provided that no active Work Order is in effect.  Termination of this Agreement will not result
in automatic termination of a Work Order, unless this Agreement is (i) terminated
by Metavante, or (ii) terminated for material breach, in which cases a
Work Order shall be terminated if the terminating party specifically requests
that the Work Order be terminated or the parties mutually agree that any
outstanding Work Order(s) will be coterminated with the Agreement.


 


8.2           Either party may terminate this Agreement
and/or a Work Order, immediately upon notice to the other party, if the other
party breaches any material obligation under this Agreement (it being understood
and agreed that any failure to make timely payments to Virtusa shall be deemed
a breach of a material obligation by Metavante), and such party fails to cure
the breach within [*****] after written notice to cure.


 


8.3           Either party may terminate this Agreement
(including all Work Orders) immediately by written notice to the other if the
other party becomes insolvent, makes a general assignment for the benefit of
creditors, suffers or permits the appointment of a receiver for its business or
assets, or becomes subject to any proceedings under any bankruptcy or
insolvency law, whether domestic or foreign, or is liquidated, voluntarily or
otherwise.


 


8.4           Upon termination of this Agreement and/or any Work
Order, each party shall return to the other or destroy all Confidential
Information of the other party other than the Virtusa Intellectual Property to
which Metavante holds license rights under Section 2.3 of this Agreement
(unless the Agreement or Work Order was terminated pursuant to Section 8.2,
in which case said license is considered revoked), and except for any
Confidential Information of the Metavante required by Virtusa to complete an
outstanding Work Order.


 


17

















 


PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY
WITH THE SECRETARY OF THE COMMISSION PURSUANT TO AN APPLICATION FOR
CONFIDENTIAL TREATMENT UNDER RULE 24B-2 OF THE SECURITIES EXCHANGE ACT; [***]
DENOTES OMISSIONS.


 


9.             INSURANCE.


 


9.1           During the Term, Virtusa shall obtain and maintain at
its own expense, insurance of the type and in the amounts set forth below:


 


(1)           statutory workers’ compensation in accordance with all
Federal, state and local requirements;


 


(2)           employer’s liability insurance in an amount not less
than $1,000,000 per occurrence, covering bodily injury by accident or disease,
including death;


 


(3)           commercial general liability (including contractual
liability insurance) in an amount not less than $1,000,000; and


 


(4)           comprehensive automobile liability covering all
vehicles that Virtusa owns, hires or leases in an amount not less than
$1,000,000 (combined single limit for bodily injury and property damage).


 


(5)  Errors
and Omissions insurance covering the Virtusa for loss or damage arising out of
negligent acts or errors or omissions which arise from providing Services under
this Agreement with limits of not less than $2,000,000.


 


(6)  Crime
insurance, including Employee Dishonesty and Computer Fraud coverage for theft
of money or securities that Virtusa holds, or for which Virtusa is legally
liable, arising out of dishonest acts committed by the employees of Virtusa or
its subcontractors, acting alone or in collusion with others, or through the
use of Virtusa’s computer system to fraudulently cause a transfer, with
coverage in a minimum amount of $500,000 and an Excess Liability policy
(umbrella form) of not less than five million dollars ($5,000,000).


 


9.2           Insurance Documentation.  To the extent third party insurance is
obtained or maintained pursuant to Section 9.1, Virtusa shall, upon
Metavante’s request, furnish to Metavante certificates of insurance or other
appropriate documentation (including evidence of renewal of insurance)
evidencing all coverages referenced in Section 9.1 and, if and to the
extent applicable, naming Metavante as an additional insured.  Such certificates or other documentation
shall include a provision whereby 30 days’ notice must be received by Metavante
prior to coverage cancellation or material alteration of the coverage by either
Virtusa or Virtusa Agents or the applicable insurer. Such cancellation or
material alteration shall not relieve Virtusa of its continuing obligation to
maintain insurance coverage in accordance with this Article.


 


9.3           Risk of Loss.  Virtusa is
responsible for the risk of loss or theft of, or damage to, any tangible
property (e.g., laptop, hardware) of Metavante at a Virtusa Service Location
resulting from Virtusa’s negligence, unless such loss, theft, or damage was
caused by the acts or omissions of Metavante or a Metavante Agent.  Metavante is responsible for the risk of loss
of, or damage to, any property (e.g., laptop, hardware) of Virtusa at a
Metavante Service Location resulting from Metavante’s neglignece, unless such
loss or damage was caused by the acts or omissions of Virtusa or a Virtusa
Agent.


 


18

















 


PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY
WITH THE SECRETARY OF THE COMMISSION PURSUANT TO AN APPLICATION FOR
CONFIDENTIAL TREATMENT UNDER RULE 24B-2 OF THE SECURITIES EXCHANGE ACT; [***]
DENOTES OMISSIONS.


 


10.           GENERAL


 


10.1         Dispute Resolution. Any claims or legal actions by one party against the
other arising out of the relationship between the parties contemplated herein
(whether or not arising under this Agreement) shall be governed by the laws of
the State of New York.  The United
Nations convention on contracts for the International Sale of Goods shall not
apply in any event.


 


In the event of
any controversy or dispute between the parties, the parties shall first
attempt, in good faith, to resolve a dispute or controversy, at the written
request of either party, through discussions between an authorized senior
management representative of each party.


 


Virtusa
acknowledges that the timely and complete performance of its obligations
pursuant to this Agreement is critical to the business and operations of
Metavante.  Accordingly, in the event of
a dispute between Metavante and Virtusa, except with respect to a claim for
breach under Section 3 or 10.3, each Party shall continue to so perform
its obligations under this Agreement in good faith, including payment
obligations, for no less than [***] (during the cure period commencing on the
date the breaching party receives written notice from the non-breaching party)
during the attempted resolution of such dispute unless and until this Agreement
is terminated in accordance with the provisions hereof, unless and except to
the extent that such performance is prevented as a direct result of the disputed
matter.   Notwithstanding the foregoing,
if a dispute is not otherwise resolved within the [***] referenced above, the
parties may seek and enforce all rights and remedies under this Agreement and
applicable law, including suspension or termination of performance under this
Agreement.


 


10.2         Entire Agreement. Unless the parties otherwise agree in
writing, this Agreement and the Work Order(s) attached hereto constitute
the entire agreement and understandings between the parties with respect to the
subject matter hereof, and supersede all previous agreements and oral
discussions and understandings between the parties with respect thereto (except
for amounts owed Virtusa under any prior services agreement).


 


10.3         Non-Solicitation. 
The parties agree that during the term of this Agreement, and for a
period of [*****] after termination/expiration of this Agreement, neither party
shall directly or indirectly solicit for employment, employ or engage as a
consultant/employee any person employed then or [*****] by the other party,
except as otherwise provided in this Agreement.


 


10.4         Modification of Agreement. 
This Agreement and any Work Order(s) attached hereto may only be
modified by a written agreement duly signed by persons authorized to sign
agreements on behalf of Metavante and of Virtusa.  Any variance from the terms and conditions of
this Agreement or any Work Order(s) attached hereto as referenced in any
Metavante purchase order(s) or other written notification(s) from the
Metavante will have no legal effect.


 


19

















 


PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY
WITH THE SECRETARY OF THE COMMISSION PURSUANT TO AN APPLICATION FOR
CONFIDENTIAL TREATMENT UNDER RULE 24B-2 OF THE SECURITIES EXCHANGE ACT; [***]
DENOTES OMISSIONS.


 


10.5         Enforceability; Waiver. 
If any provision or provisions of this Agreement shall be held to be
invalid, illegal or unenforceable, the validity, legality and enforceability of
the remaining provisions shall not in any way be affected or impaired
thereby.  The failure of either party to
enforce rights granted hereunder or to take action against the other party in
the event of any beach hereunder shall not be deemed a waiver by that party as
to subsequent enforcement of rights or subsequent actions in the event of
future breaches.


 


10.6         Marketing; Public Relations. 
Virtusa shall not use Metavante’s name, tradenames, service marks,
trademarks, or logos without Metavante’s prior written consent; except that [******]
as a [***] when [******] on its marketing materials and its published customer
lists.


 


10.7         Notices.  Any notices
required under this Agreement may be hand delivered or shall be deemed received
three (3) business days after mailing as certified mail, return receipt
requested, to the following addresses: If to Virtusa: at the address listed on
the first page of this Agreement, Attn: President.  If to Metavante: at the address listed on the
first page of this Agreement, Attn: President.


 


10.9         Assignment.  Neither this
Agreement nor any right or obligation hereunder may be transferred or assigned
by either party without the express prior written notification to the other
party; this notification includes any assignment made to an affiliate of either
party or to an assignee in connection with a merger, acquisition or sale or
transfer of all or substantially all of the business, assets or equity of
either party, provided that the successor/assignee agrees to be bound by all
the terms of this Agreement.


 


10.10       Independent
Contractor.  It is expressly understood that Virtusa and
Metavante are independent contractors, and that neither has the authority to
bind or obligate the other party to any third party or otherwise to act in any
way as the representative of the other, unless otherwise expressly agreed to in
a writing signed by both parties hereto. 
The parties do not intend to form a joint venture or partnership hereby,
and no joint venture or partnership is formed hereby.  Metavante acknowledges and agrees that Virtusa
is in the business of providing consulting and software development services
and that, except as expressly provided in this Agreement, Virtusa is [*****]
from developing for itself, or for third parties, any deliverables or /software
which are [*****] with those provided hereunder to, or which otherwise exploit
Virtusa Intellectual Property, provided Virtusa is not in violation of Section 1.3,
Section 1.9, or Article 3 hereof.


 


10.11       Survival. The provisions of Sections 2, 3, 4, 5, 6, 7, and 10
will survive the expiration or earlier termination of this Agreement and/or any
Work Order.  All other rights and
obligations of the parties shall cease upon termination or expiration of this
Agreement.


 


IN WITNESS WHEREOF, the
parties have executed this Agreement by their duly authorized representatives
as of the day and year below.


 


20

















 


PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY
WITH THE SECRETARY OF THE COMMISSION PURSUANT TO AN APPLICATION FOR
CONFIDENTIAL TREATMENT UNDER RULE 24B-2 OF THE SECURITIES EXCHANGE ACT; [***]
DENOTES OMISSIONS.


 


	
  METAVANTE CORPORATION

  	
   

  	
  VIRTUSA CORPORATION

  
	
  “Metavante”

  	
   

  	
  “Virtusa”

  
	
   

  	
   

  	
   

  
	
  /s/ David S. Fortney

  	
   

  	
  /s/ Thomas R. Holler

  
	
  Signature

  	
   

  	
  Signature

  
	
   

  	
   

  	
   

  
	
  David S. Fortney

  	
   

  	
   

  	
  Thomas R. Holler

  
	
  Name

  	
   

  	
  Name

  
	
  Senior Vice President
  and Division Executive

  	
   

  	
   

  
	
  Electronic Presentment
  and Payment

  	
   

  	
   

  
	
  Metavante Corporation

  	
   

  	
  CFO

  
	
  Title

  	
   

  	
  Title

  
	
  3/4/2004

  	
   

  	
  3/23/04

  
	
  Date

  	
   

  	
  Date

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/ Cary M. Serif

  	
   

  	
   

  
	
  Signature

  	
   

  	
   

  
	
  Cary M. Serif

  	
   

  	
   

  
	
  Name

  	
   

  	
   

  
	
  Executive Vice
  President, eFinance Grp.

  	
   

  	
   

  
	
  Title

  	
   

  	
   

  
	
  Date:

  	
   

  	
   

  
				



 


21














 


PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY
WITH THE SECRETARY OF THE COMMISSION PURSUANT TO AN APPLICATION FOR
CONFIDENTIAL TREATMENT UNDER RULE 24B-2 OF THE SECURITIES EXCHANGE ACT; [***]
DENOTES OMISSIONS.


 


IN WITNESS WHEREOF, the
parties have executed this Agreement by their duly authorized representatives
as of the day and year below.


 


	
  METAVANTE CORPORATION

  	
   

  
	
  “Metavante”

  	
   

  
	
   

  	
   

  
	
  /s/ Jamie Geschke

  	
   

  
	
  Signature

  	
   

  
	
   

  	
   

  
	
  Jamie Geschke

  	
   

  
	
  Name

  	
   

  
	
   

  	
   

  
	
  Sr. Vice
  President & General Manager

  	
   

  
	
  Financial Technologies
  Solutions/

  	
   

  
	
  Customer Relationship
  Management

  	
   

  
	
  Title

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Date

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  /s/ Paul Danola

  	
   

  
	
  Signature

  	
   

  
	
   

  	
   

  
	
  Paul Danola

  	
   

  
	
  Name

  	
   

  
	
   

  	
   

  
	
  Executive Vice
  President

  	
   

  
	
  Financial Services
  Group

  	
   

  
	
  Title

  	
   

  
	
   

  	
   

  
	
  3/10/04

  	
   

  
	
  Date

  	
   

  



 


22

















 


PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY
WITH THE SECRETARY OF THE COMMISSION PURSUANT TO AN APPLICATION FOR
CONFIDENTIAL TREATMENT UNDER RULE 24B-2 OF THE SECURITIES EXCHANGE ACT; [***]
DENOTES OMISSIONS.


 


Exhibit A


 


Work Order #


 


Metavante:


 


Contract Type:            [
]  Retainer ; [ ]Time and Material; [
]Fixed Price (check all that apply)


 


Effective Date:


 


Term:


 


This Work Order and any
amendments hereto are subject to the terms and conditions of the Master
Services Agreement dated                     
200  between Virtusa and Metavante.


 


Services:


 


Deliverables:


 


Work Schedule:


 


Resources:


 


Resources and Monthly Fee
Schedule:


 


	
  Qty

  	
   

  	
  Description Project Team Resources

  	
   

  	
  Utilization

  	
   

  	
  Daily

  Rate

  	
   

  	
  Monthly

  Fee

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  MONTHLY FEE

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


23

















 


PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY
WITH THE SECRETARY OF THE COMMISSION PURSUANT TO AN APPLICATION FOR
CONFIDENTIAL TREATMENT UNDER RULE 24B-2 OF THE SECURITIES EXCHANGE ACT; [***]
DENOTES OMISSIONS.


 


Additional Resources:


 


Payment Terms and
Acceptance Criteria:


 


Metavante Responsibilities:


 


Special Terms:


 


 


	
   

  	
   

  	
  VIRTUSA CORPORATION

  
	
  “Metavante”

  	
   

  	
  “Virtusa”

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Signature

  	
   

  	
  Signature

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Name

  	
   

  	
  Name

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Title

  	
   

  	
  Title

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Date

  	
   

  	
  Date

  



 


24

















 


PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY
WITH THE SECRETARY OF THE COMMISSION PURSUANT TO AN APPLICATION FOR
CONFIDENTIAL TREATMENT UNDER RULE 24B-2 OF THE SECURITIES EXCHANGE ACT; [***]
DENOTES OMISSIONS.


 


EXHIBIT B


 


Definitions. 
The following defined terms used in this Agreement shall have the
meanings specified below:


 


“Agreement”
shall mean this Master Services Agreement between Metavante and Virtusa.


 


“Confidential
Information” of Metavante or Virtusa shall mean all information and
documentation of Metavante and Virtusa, respectively, whether disclosed to or
accessed by Metavante or Virtusa in connection with this Agreement, including (1) with
respect to Metavante, all Metavante Data and all information of Metavante or
its customers, suppliers, contractors and other third parties doing business
with Metavante, (2) with respect to Metavante and Virtusa, the terms of
this Agreement and (3) any information developed by reference to or use of
Metavante’s or Virtusa’s information; provided , however, that except to the
extent otherwise provided by Law, the term “Confidential Information” shall not
include information that (a) is independently developed by the recipient,
as demonstrated by the recipient’s written records, without violating the
disclosing Party’s proprietary rights, (b) is or becomes publicly known
(other than through unauthorized disclosure), (c) is disclosed by the
owner of such information to a third party free of any obligation of
confidentiality, (d) is already known by the recipient at the time of
disclosure, as demonstrated by the recipient’s written records, and the
recipient has no obligation of confidentiality other than pursuant to this
Agreement or any confidentiality agreements between Metavante and Virtusa
entered into before the Effective Date or (e) is rightfully received by a
Party free of any obligation of confidentiality, provided that (i) such
recipient has no knowledge that such information is subject to a
confidentiality agreement and (ii) such information is not of a type or
character that a reasonable person would have regarded it as confidential.


 


“Data
Safeguards” shall have the meaning set forth in Section 1.3.


 


“Deliverables”
are defined as the Developed Software and the Materials.


 


“Developed
Software” shall mean any Software, or modifications or enhancements to
Software, and Related Documentation developed pursuant to this Agreement by or
on behalf of (1) Virtusa, (2) Virtusa Agents, (3) Virtusa and
Metavante or Metavante Agents jointly, (4) Virtusa Agents and Metavante or
Metavante Agents jointly or (5) Virtusa, Virtusa Agents, Metavante and
Metavante Agents jointly.


 


“Force
Majeure Event” shall have the meaning set forth in Section 1.10.


 


“Governmental
Authority” shall mean any Federal , state, municipal, local, territorial,
or other governmental department, regulatory authority, judicial or administrative
body, whether domestic, foreign or international.


 


“Law”
shall mean any declaration, decree, directive, legislative enactment, order,
ordinance, regulation, rule or other binding restriction of or by any
Governmental Authority.


 


25

















 


PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY
WITH THE SECRETARY OF THE COMMISSION PURSUANT TO AN APPLICATION FOR
CONFIDENTIAL TREATMENT UNDER RULE 24B-2 OF THE SECURITIES EXCHANGE ACT; [***]
DENOTES OMISSIONS.


 


“Losses”
shall mean any and all damages, fines, penalties, deficiencies, losses,
liabilities (including settlements and judgments) and expenses (including
interest, court costs, reasonable fees and expenses of attorneys, accountants
and other experts and professionals or other reasonable fees and expenses of
litigation or other proceedings or of any claim, default or assessment).


 


“Materials”
means literary works or other works of authorship created under this Agreement,
including manuals, training materials and documentation, but excluding Software
and Related Documentation.


 


“Metavante”
shall mean Metavante Corporation, a Wisconsin corporation.


 


“Metavante
Agents” shall mean the agents, subcontractors and representatives of
Metavante, other than Virtusa and Virtusa Agents.


 


“Metavante
Contract Manager” shall mean the individual designated by Metavante to
serve as the primary Metavante representative to Virtusa.


 


“Metavante
Data” shall mean all data and information (1) submitted to Virtusa or
Virtusa Agents by or on behalf of Metavante, (2) obtained, developed or
produced by Virtusa or Virtusa Agents in connection with this Agreement or (3) to
which Virtusa or Virtusa Agents have access in connection with the provision of
the Services.


 


“Metavante
Service Location(s)” shall mean any service location owned or leased by
Metavante at which Virtusa provides the Services for Metavante.


 


“Metavante
Software” shall have the meaning set forth in Section 2.4 hereof.


 


“Parties”
shall mean Metavante and Virtusa, collectively.


 


“Party”
shall mean either Metavante or Virtusa, as the case may be.


 


“Project
Staff” shall mean the personnel of Virtusa and Virtusa Agents who provide
the Services.


 


“Related
Documentation” shall mean, with respect to Software and Tools, all
materials, documentation, specifications, technical manuals, user manuals, flow
diagrams, file descriptions and other written information that describes the
function and use of such Software or Tools, as applicable.


 


“Residual
Information” shall mean concepts, know-how or techniques that are retained
in the unaided memories of a Party’s personnel who have access to Confidential
Information of the other party, but only to the extent that such concepts,
know-how or techniques are part of the general knowledge and skill of such
personnel who work in the application development and maintenance sector and
are not Confidential Information of the other Party.


 


“Services”
are defined as the professional services provided by Virtusa’s employees and
consultants for Metavante under this Agreement.


 


26

















 


PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY
WITH THE SECRETARY OF THE COMMISSION PURSUANT TO AN APPLICATION FOR
CONFIDENTIAL TREATMENT UNDER RULE 24B-2 OF THE SECURITIES EXCHANGE ACT; [***]
DENOTES OMISSIONS.


 


“Software”
shall mean the source code and object code versions of any applications
programs, operating system software, computer software languages, utilities,
other computer programs and Related Documentation, in whatever form or media,
including the tangible media upon which such applications programs, operating
system software, computer software languages, utilities, other computer
programs and Related Documentation are recorded or printed, together with all
corrections, improvements, updates and releases thereof.


 


“Third
Party Claims”  shall mean claims raised against a Party by a
Third Party.


 


“Tools”
shall mean any Software development and performance testing tools, know-how,
methodologies, processes, technologies or algorithms and Related Documentation
used by Virtusa in providing the Services.


 


“Virtusa”
shall mean Virtusa Corporation, a
Delaware corporation.


 


“Virtusa
Agents” shall mean the agents, subcontractors and representatives of
Virtusa.


 


“Virtusa
Contract Manager” shall have the meaning set forth in Section 1.5.


 


“Virtusa
Service Location(s)” shall mean any Virtusa service location set forth in Exhibit C
and any other service location approved by Metavante in writing.


 


“Work Product”
shall mean the Deliverables and all information developed by Virtusa for
Metavante under this Agreement.


 


27














 


PORTIONS OF THIS EXHIBIT
WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE
COMMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL TREATMENT UNDER RULE
24B-2 OF THE SECURITIES EXCHANGE ACT; [***] DENOTES OMISSIONS.


 


AMENDMENT
TO THE MASTER SERVICES AGREEMENT


 


WHEREAS, Metavante
Corporation, a Wisconsin corporation with its primary place of business at 4900
West Brown Deer Road, Brown Deer WI 53223 (“Metavante”) and Virtusa
Corporation, a Delaware corporation with offices at 2000 West Park Drive,
Westborough, MA 01581 (“Virtusa”) entered into a Master Services Agreement
dated as of March 23, 2004  (the “MSA”);


 


WHEREAS,  the parties seek to amend the MSA to permit the
parties and the Affiliates (as defined below) of either party to enter into
Work Orders with the other party or Affiliates thereof, subject to the terms of
the MSA;


 


WHEREAS, the parties seek
to extend enterprise wide pricing to Metavante and its Affiliates who engage
Virtusa to perform services, on the terms set forth herein;


 


NOW THEREFORE, for
valuable consideration, the sufficiency of which is hereby acknowledged, the
parties agree as follows:


 


1.               Definitions


 


a.               “Affiliate” shall mean, with respect to
any Person, any other Person who is directly or indirectly controlling, controlled
by or under common control with such Person as of the Effective Date of the MSA
or thereafter.  A Person shall be deemed
to be an Affiliate of another Person only so long as the foregoing control
relationship exists.  For the purposes of
this definition, the term “control”, when used with respect to any Person,
means the possession, directly or indirectly, of voting securities representing
the right to elect a majority of the Board of Directors (or other governing
body) of such Person.


 


b.              “Person” means an individual,
corporation, partnership, association, trust or other entity or organization.


 


c.               Capitalized terms used herein but not
defined herein shall have the meaning set forth in the MSA.


 


2.               Each party and/or any of its Affiliates
may enter into a Work Order with the other party or any Affiliate thereof,
subject to the terms of the MSA.  For
purposes of such Work Order, the party entering into the Work Order shall be
considered the sole contracting party and such party’s Affiliates will have no
liability with respect to such Work Order and any terms hereunder or thereunder,
unless specifically stated in a Work Order. 
Thus, for example, if [******], entered into a Work Order with Virtusa
Corporation, only [*****] would be deemed to be a party to the Work Order, and with
respect to the MSA, [*****] would replace references to “Metavante” throughout
the MSA with respect to that Work Order only.


 


3.               The parties agree that the resource rates
as set forth in Exhibit A attached hereto [*********************]
as set forth in Exhibit B attached hereto shall be in effect for
the term of January 1, 2006 to December 31, 2006 (the “Term”), and
shall apply to all work orders entered into between Metavante, or an Affiliate
of Metavante, with Virtusa during the Term. 
The rates [*********************] to any Work Order during the Term
under which Virtusa performs services for any such party during the Term,
subject to the terms herein.


 


4.               In the event that Metavante or an
Affiliate thereof acquires any existing customer of Virtusa during the Term,
the parties shall mutually agree in writing on the rates and [************************]
except that in no event shall any fees billed by Virtusa to the acquired
customer prior to the acquisition be [**************************** *********************************************************************************************
******************************************]


 


1

















 


PORTIONS OF THIS EXHIBIT
WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE
COMMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL TREATMENT UNDER RULE
24B-2 OF THE SECURITIES EXCHANGE ACT; [***] DENOTES OMISSIONS.


 


5.               The infrastructure fee on all Work Orders
entered into by Metavante or any Affiliate with Virtusa during the Term shall
be equal to [****************************************************************************
*****************************].


 


6.               Except as otherwise stated herein, all
terms of the MSA remain in full force and effect.


 


IN WITNESS WHEREOF, the
parties have executed this Amendment to the MSA by their duly authorized
representatives as of the day and year below.


 


	
  METAVANTE CORPORATION

  	
   

  	
  VIRTUSA CORPORATION

  
	
  “Metavante”

  	
   

  	
  “Virtusa”

  
	
   

  	
   

  	
   

  
	
  /s/ James R. Geschke

  	
   

  	
  /s/ Thomas R. Holler

  
	
  Signature

  	
   

  	
  Signature

  
	
   

  	
   

  	
   

  
	
  James R. Geschke

  	
   

  	
  Thomas R. Holler

  
	
  Name

  	
   

  	
  Name

  
	
  Executive Vice
  President

  	
   

  	
   

  
	
  Financial Technology
  Services

  	
   

  	
  CFO

  
	
  Title

  	
   

  	
  Title

  
	
   

  	
   

  	
  3/31/06

  
	
  Date

  	
   

  	
  Date

  
	
   

  	
   

  	
   

  
	
  METAVANTE COPORATION

  	
   

  	
   

  
	
  “Metavante”

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/ David S. Fortney

  	
   

  	
   

  
	
  Signature

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  David S. Fortney

  	
   

  	
   

  
	
  Name

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Senior Vice President
  and Division Executive

  	
   

  	
   

  
	
  Electronic Presentment
  and Payment

  	
   

  	
   

  
	
  Metavante Corporation

  	
   

  	
   

  
	
  Title

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
    Date

  



 


2

















 


PORTIONS OF THIS EXHIBIT
WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE
COMMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL TREATMENT UNDER RULE
24B-2 OF THE SECURITIES EXCHANGE ACT; [***] DENOTES OMISSIONS.


 


EXHIBIT A


 


Virtusa
Resource Rates for Metavante and its Affiliates During the Term


 


[***]


 


3

















 


PORTIONS OF THIS EXHIBIT
WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE
COMMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL TREATMENT UNDER RULE
24B-2 OF THE SECURITIES EXCHANGE ACT; [***] DENOTES OMISSIONS.


 


EXHBIT B


 


[***]


 


4














 


PORTIONS OF THIS EXHIBIT
WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE
COMMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL TREATMENT UNDER RULE
24B-2 OF THE SECURITIES EXCHANGE ACT; [***] DENOTES OMISSIONS.


 


AMENDMENT
# 2 TO THE MASTER SERVICES AGREEMENT


 


WHEREAS, Metavante
Corporation, a Wisconsin corporation with its primary place of business at 4900
West Brown Deer Road, Brown Deer WI 53223 (“Metavante”) and Virtusa
Corporation, a Delaware corporation with offices at 2000 West Park Drive,
Westborough, MA 01581 (“Virtusa”) entered into a Master Services Agreement
dated as of March 23, 2004,as amended to date (the “MSA”);


 


WHEREAS,  the parties seek to amend the MSA to add a
Canadian rate card for use in connection with services to be performed by Virtusa
for a Canadian Affiliate of Metavante, subject to the terms of the MSA;


 


NOW THEREFORE, for
valuable consideration, the sufficiency of which is hereby acknowledged, the
parties agree as follows:


 


1.               The parties agree that the resource rates
as set forth in Exhibit A attached hereto shall be in effect for
the term of January 1, 2006 to December 31, 2006 (the “Term”),
and shall apply to all work orders entered into between Virtusa and any
Canadian Affiliate of Metavante.


 


2.               Except as otherwise stated herein, all
terms of the MSA remain in full force and effect.


 


IN WITNESS WHEREOF, the
parties have executed this Amendment to the MSA by their duly authorized
representatives as of the day and year below.


 


	
  METAVANTE CORPORATION

  	
   

  	
  VIRTUSA CORPORATION

  
	
  “Metavante”

  	
   

  	
  “Virtusa”

  
	
   

  	
   

  	
   

  
	
  By: 

  	
  /s/ James R. Geschke

  	
   

  	
  /s/ Danford Smith

  
	
  James R. Geschke

  	
   

  	
  Signature

  
	
  Executive Vice
  President & Division Executive

  	
   

  	
   

  
	
  Financial Technology
  Services

  	
   

  	
  Danford Smith

  
	
  Date:

  	
   

  	
   

  	
  Name

  
	
   

  	
   

  	
  President and COO

  
	
   

  	
   

  	
  Title

  
	
   

  	
   

  	
  9/28/06

  
	
   

  	
   

  	
  Date

  
	
   

  	
   

  	
   

  
	
  By: 

  	
  /s/ David S. Fortney

  	
   

  	
   

  
	
  David S. Fortney

  	
   

  	
   

  
	
  Senior Vice
  President & Division Executive

  	
   

  	
   

  
	
  Electronic Presentment
  and Payment

  	
   

  	
   

  
	
  Date: 

  	
  9/21/06

  	
   

  	
   

  
						



 


1

















 


PORTIONS OF THIS EXHIBIT
WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE
COMMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL TREATMENT UNDER RULE
24B-2 OF THE SECURITIES EXCHANGE ACT; [***] DENOTES OMISSIONS.


 


EXHIBIT A


 


Virtusa
Resource Rates for Canadian Metavante Affiliates During the Term


 


[***]


 


2














 


PORTIONS OF THIS EXHIBIT
WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE
COMMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL TREATMENT UNDER RULE
24B-2 OF THE SECURITIES EXCHANGE ACT; [***] DENOTES OMISSIONS.


 


AMENDMENT
# 3 TO THE MASTER SERVICES AGREEMENT


 


WHEREAS, Metavante
Corporation, a Wisconsin corporation with its primary place of business at 4900
West Brown Deer Road, Brown Deer WI 
53223 (“Metavante”) and Virtusa Corporation, a Delaware corporation with
offices at 2000 West Park Drive, Westborough, MA 01581 (“Virtusa”) entered into
a Master Services Agreement dated as of March 23, 2004, as amended to
date  (the “MSA”);


 


WHEREAS, the parties
previously entered into the first Amendment to the MSA on March 31, 2006
and Amendment #2 to the MSA on September 28, 2006;


 


WHEREAS,  the parties seek to amend the MSA to change
the United States of America (U.S.) and Canadian rate cards for use in
connection with services to be performed by Virtusa, subject to the terms of
the MSA;


 


NOW THEREFORE, for
valuable consideration, the sufficiency of which is hereby acknowledged, the
parties agree as follows:


 


1.           [********************]
been incorporated into the resource rates set forth in Exhibit A of
this Amendment #3 and Virtusa will cease billing [**********************] on
all invoices for services starting March 1, 2007. Effective March 1,
2007, all references to a [****************************] including item #5 in
the Amendment dated March 31, 2006, are hereby deleted.


 


2.           That the
resource rates as set forth in Exhibit A attached hereto [*************************]
set forth in Exhibit B shall be in effect beginning March 1,
2007, and shall apply to all services provided under any Work Order, Exhibit C,
entered into between Metavante, or an Affiliate of Metavante, and Virtusa.


 


3.           Resource
rates in Exhibit A may be adjusted on an annual basis beginning April 1,
2008.  [***************** *******************************************************************************]


 


[********] shall
be based on the [*********] in the [*******************************************
*]conducted and published by [**********] or such other comparable source as
the Parties may mutually agree to.


 


4.           Resources
that perform services at a [******] locations are defined to be “[***]”
resources and will be invoiced using the “[***]” rate.  Resources that perform services in a country
where Virtusa operates an [******] are defined to be “[***]” resources and will
be invoiced using the “[***]” rate.


 


5.           [*****************************************************************************************
******************************************************************************************
**************************************************]


 


6.           Travel
expenses will be reimbursed when Virtusa has obtained Metavante’s prior written
approval.


Eligible travel
expenses for reimbursement:


[***]


b.      Air, lodging,
land travel when Metavante requests the resource to travel from their assigned
location in the U.S. or Canada to another location in U.S. or Canada.


Non-eligible
travel expenses:


c.       [*********************************************************************************
***************************]


 


1

















 


PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY
WITH THE SECRETARY OF THE COMMISSION PURSUANT TO AN APPLICATION FOR
CONFIDENTIAL TREATMENT UNDER RULE 24B-2 OF THE SECURITIES EXCHANGE ACT; [***]
DENOTES OMISSIONS.


 


7.           Each month
Virtusa will invoice Metavante for services performed the previous month for
the services defined in the Work Order. 
There will be one invoice per Work Order, delivered to the address
specified by Metavante’s Accounts Payable department.  Each invoice will indicate the Work Order
identification and provide a breakdown and distribution of charges by name of
the individual personnel assigned to the Work Order.  Metavante shall pay Virtusa within [***] days
after receipt of such invoice submitted by Virtusa.


 


8.           All
Virtusa Resources providing services under any Work Order shall record project
hours in Metavante’s project report system. 
Metavante will inform Virtusa of the project codes to use for each Work
Order for time reporting.


 


9.           Metavante
will provide Virtusa with Metavante’s non-employee on-boarding
requirements.  [************** ******************************************************************************************
***************************]  Virtusa
will notify Metavante if any national, regional or local laws prevent
compliance with any on-boarding requirement.


 


10.         Except as
otherwise stated herein, all terms of the MSA remain in full force and effect.


 


IN WITNESS WHEREOF, the
parties have executed this Amendment to the MSA by their duly authorized
representatives as of the day and year below.


 


	
  METAVANTE CORPORATION

  	
   

  	
  VIRTUSA CORPORATION

  
	
  “Metavante”

  	
   

  	
  “Virtusa”

  
	
   

  	
   

  	
   

  
	
  /s/ Frank D’Angelo

  	
   

  	
  /s/ Thomas R. Holler

  
	
  Signature

  	
   

  	
  Signature

  
	
  Frank D’Angelo

  	
   

  	
  Thomas R. Holler

  
	
  Name

  	
   

  	
  Name

  
	
  Sr. EVP

  	
   

  	
  CFO

  
	
  Title

  	
   

  	
  Title

  
	
  3/25/07

  	
   

  	
  March 29, 2007

  
	
  Date

  	
   

  	
  Date

  



 


2

















 


PORTIONS OF THIS EXHIBIT
WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE
COMMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL TREATMENT UNDER RULE
24B-2 OF THE SECURITIES EXCHANGE ACT; [***] DENOTES OMISSIONS.


 


EXHIBIT A


 


Virtusa
Resource Rates for Metavante and its Affiliates


Effective
March 1, 2007


 


[***]


 


3

















 


PORTIONS OF THIS EXHIBIT
WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE
COMMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL TREATMENT UNDER RULE
24B-2 OF THE SECURITIES EXCHANGE ACT; [***] DENOTES OMISSIONS.


 


EXHBIT B


 


[***]


 


4

















 


PORTIONS OF THIS EXHIBIT
WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE
COMMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL TREATMENT UNDER RULE
24B-2 OF THE SECURITIES EXCHANGE ACT; [***] DENOTES OMISSIONS.


 


EXHBIT C


 


WORK ORDER TEMPLATE


 


Customer:                             Metavante
Corporation


 


Project Name:


 


Start Date:


 


Term:


 


Services:


 


[***]


 


Deliverables:


 


Work Schedule:


 


Resources and Monthly Fee
Schedule:


 


	
  Number

  	
   

  	
  Resource Role

  	
   

  	
  Days/Wk

  	
   

  	
  Location

  	
   

  	
  Daily Rate

  	
   

  	
  Monthly Total

  	
   

  	
  Annual Total

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Resource
  Subtotal

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Travel Estimate

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Total Estimated
  Fees 

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


Payment Terms and
Acceptance Criteria:


Payment will be in
accordance with the terms defined in the Master Service Agreement (MSA).


 


Metavante
Responsibilities:


 


Approval:


	
  Metavante
  Corporation

  	
   

  	
  VIRTUSA
  CORPORATION

  
	
  “Customer”

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Signature

  	
   

  	
  Signature

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Name

  	
   

  	
  Name

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Title

  	
   

  	
  Title

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Date

  	
   

  	
  Date (“Effective Date”)

  



 


5














 


PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH
THE SECRETARY OF THE COMMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL
TREATMENT UNDER RULE 24B-2 OF THE SECURITIES EXCHANGE ACT; [***] DENOTES
OMISSIONS.


 


AMENDMENT
#4 TO THE MASTER SERVICES AGREEMENT


 


WHEREAS, Metavante Corporation, a Wisconsin corporation with its primary
place of business at 4900 West Brown Deer Road, WI 53223 (“Metavante”) and
Virtusa Corporation, a Delaware corporation with offices at 2000 West park
Drive, Westborough, MA 01581 (“Virtusa”) entered into a Master Services
Agreement dated as of March 23, 2004 (the “MSA”);


 


WHEREAS, the parties seek to amend the MSA to permit the parties and the
Affiliates (as defined in the MSA) of either party to enter into Work Orders
with the other party or Affiliates thereof, subject to the terms of the MSA;


 


WHEREAS, the parties seek to establish a framework for Service Level
Agreements (“SLAs”) to be specified for Work Orders where Metavante and its
Affiliates engage Virtusa to perform services;


 


NOW THEREFORE, the parties agree as follows:


 


1.
Definitions


 


a)              “Engagement Type”
shall mean, with respect to any Work Order, the nature of the work being
performed by Virtusa.  Only the
Engagement Types identified in Attachment A of this Amendment shall be governed
by this Amendment.


b)             “SLA” Service Level Agreement shall mean,
with respect to any Work Order for the Engagement Types set forth in Attachment
A, the applicable specific measurements of the service performed by Virtusa on
Metavante’s behalf, targets levels for such service, remediation or cure
actions available if target levels are not achieved and any penalties that
might be incurred by Virtusa if cure actions do not result in Virtusa
performing services at the applicable SLA level..  The specific SLAs for each Engagement Type
are set forth in Attachment A.  Work
Orders may provide for more than one project or units of work for a single
project.  The parties agree that:


 


1.     Service Level Target (Level 1) SLAs will
apply only to individual projects or units of work for such project; and


 


2.     Increased Impact Service Level (Level 2)
SLAs will apply to all projects and/or unites of work contained in a single
Work Order, e.g. a large project with many units of work, a group of projects
or a group of activities listed in a single Work Order).


 


If
Virtusa’s performance on a project or unit of work results [************************************
***************************************] if its performance for any other unit
of work or project under the same Work Order exceeds the applicable SLA target
for such unit or work or project.


 


For
illustrative purposes only,  Virtusa [**************************************]
by completing all of the projects within a singe Work Order per the agreed upon
estimates in aggregate, even though some projects came in above estimate and 


 


1

















 


PORTIONS
OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY
OF THE COMMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL TREATMENT UNDER
RULE 24B-2 OF THE SECURITIES EXCHANGE ACT; [***] DENOTES OMISSIONS.


 


below
estimate.  Virtusa may not, however, [**************************************]***********
**************************************************************************************
********************************************************]


 


c)              “Immediate Defect” shall
mean, with respect to any work order, an identified defect in a deliverable
that causes a system outage (e.g. system becomes “hung” or crashes)  or prevents further testing of the program or
component and a workaround does not exist and the defect must be fixed before
testing can continue.   This definition of
“Immediate Defect” refers only to the development or defect fixing processes,
and is not the same as a production issue/ticket.


 


d)             “High Defect” shall mean,
with respect to any Work Order, an identified material defect in a deliverable
such as a data loss, incorrect functionality, or other issues cause material
impairment but not interrupted functionality.


 


e)              “Priority Level” shall mean,
with respect to any Work Order, the following:


 


·                  Priority 0 — Severe
impact on Metavante’s client’s productivity, severe corruption of data,
requires immediate change


·                  Priority 1 — Significant
impact on Metavante’s client’s productivity, issue directly affects Metavante’s
client’s end-user


·                  Priority 2 — Significantly
reduces system effectiveness, required for next major processing (such as
month/quarter end)


·                  Priority 3 — Work-around
is available, several methods to resolve issue


 


Metavante will assign priority levels to
defects. If Virtusa disagrees with the classification of defect, they will
escalate to the project triage committee for resolution.


 


2. SLAs shall apply
only to Work Orders for Engagement Types set forth in Exhibit A.  Virtusa and Metavante may agree in writing,
however, that certain projects are exempt from [******************] (even
though metrics may still be tracked) for individual units of work, projects or
Work Orders based on mutual agreement and written or electronic approval
between the overall Virtusa Delivery Manager and a senior level manager
designated from Metavante.  Such
exemptions may apply if:


 


a. A period of execution is necessary in order to
baseline metrics after knowledge transfer when a new group or a new engagement
type in an existing group is engaged prior to any penalties being effective(
the parties will mutually agree in writing as to the baseline/benchmarking
period); or


 


b. Virtusa is unable to operate within specified
operating thresholds of metrics due to reasons other than caused directly by
Virtusa’s negligence. For the avoidance of doubt, Virtusa shall have no
liability or deemed to fail and SLA hereunder due to any error or defect or other
SLA failure due to: programming errors in, or non-conformance to any metric
hereunder to the extent caused directly or indirectly by (i) Metavante’s
hardware malfunction, or other causes beyond the reasonable control of Virtusa,
(ii) third party software not licensed through Virtusa, (iii) the
installation or operation of the application in a hardware or operating
environment not expressly stated in the applicable Work Order;(iv) modification,
customization, extension of or damage to the application (other than by
Virtusa); (v) Metavante’s failure to fulfill its own responsibilities
under the MSA and/or applicable Work Order (“Excluded Errors”). For the
avoidance of doubt, the defects shall 


 


2

















 


PORTIONS
OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY
OF THE COMMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL TREATMENT UNDER
RULE 24B-2 OF THE SECURITIES EXCHANGE ACT; [***] DENOTES OMISSIONS.


 


also not apply to errors surrounding functionality
(or lack of) unless the functionality is required and expressly stated in the
specifications in the Work Order. To the extent any of the Excluded Error
causes an SLA to be missed or a metric to fail, the parties will make a
corresponding adjustment to such metric or SLA to reflect the Excluded Error.


 


3. [***] provide
written acceptance or rejection of such Traceability Process within [***] of
receipt of such Traceability Process.   
Metavante’s failure to provide written acceptance or rejection during
such period shall constitute Metavante’s acceptance of the Traceability Process
proposed by Virtusa.  Virtusa’s failure
to develop any such Traceabilitiy Process, however, shall not constitute a
waiver of its SLA obligations hereunder.


 


4. Virtusa and
Metavante shall conduct all SLA measurements based on the then current mutually
approved written effort estimates (refined estimate plus agreed upon changes),
project schedule and quality estimates (post scope change adjustments).


 


5. Virtusa will be
measured for [****************] based solely on its limited scope of
responsibility and deliverables as set forth in the applicable Work Order (e.g.
Virtusa’s [*************] will not influenced by project successes or failures
which are the responsibility of Metavante and/or third parties).


 


6. Virtusa will report
the metrics described in Schedule A for each work order by line of business to
Metavante [*****]. If an SLA is missed, Metavante will provide written or
e-mail notice to Virtusa within [*****] after receiving the metrics reports
from Virtusa and the parties will mutually determine the cause of the SLA
failure. If the parties mutually agree in writing that [******], then Virtusa
shall undertake corrective action as set forth in the SLA. Virtusa will not be
responsible [***] if it can be established that SLAs were missed due to [******]
on Metavante’s part.


 


7. The parties will
also conduct a mutual estimate review if there is an effort variance or a
productivity SLA is missed. A project schedule review will be conducted as soon
as schedule variance forecast or SLA is missed.


 


8. Every project or
group of projects defined in a Work Order must have defined deliverables for
the duration of each project or Work Order. 
Such deliverables may be set forth in a Work Order schedule which will
be mutually agreed upon in writing between the parties.


 


9. Each SLA metric
will have the following operating values:


 


·                  Green, when
values are within acceptable or operating thresholds or better than desired
values


·                  Yellow, when a
failure to meet service level target has been detected


·                  Red, when value
exceeds increased impact service levels


 


10. Upon missing an
SLA target [******], a cure period will be provided to Virtusa to bring metrics
into accepted operating thresholds. 
Specific cures are defined in Attachment A of this Amendment.


 


3

















 


PORTIONS
OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY
OF THE COMMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL TREATMENT UNDER
RULE 24B-2 OF THE SECURITIES EXCHANGE ACT; [***] DENOTES OMISSIONS.


 


11. Virtusa’s performance of the services in accordance with the service
levels and metrics as set forth herein are also conditioned on mutually agreed
upon (in writing) assumptions and scope for each Work Order. If during the
course of any Work Order, if any of these assumptions are proved invalid or
change, or if the scope changes for a Work Order for any reason, or a Metavante
Non-Compliance (as defined below) occurs, Virtusa has the right to make a
written proposal (a “Change Request”) detailing the nature of the Metavante
Non-Compliance, or a change or modification to the Work Order scope or related
assumption. Such Change Request may result in a change in the metrics, service
levels, timelines and/or nature and size of the team assigned to the Work
Order, or as otherwise agreed in writing by the parties.


 


With respect to the performance and satisfaction of the service levels
and metrics as set forth herein, both parties acknowledge and agree that
Virtusa’s performance of the services and achievement of the service levels and
metrics as set forth herein, are also subject to the timely and satisfactory
performance of Metavante’s applicable written obligations and responsibilities
under this Agreement and other agreements related hereto (including without
limitation, performing testing or acceptance procedures, responding to change
requests of Virtusa, providing access to equipment and needed resources,
dedicating personnel to timely complete the applicable tasks or providing
responses to information requests) (in the aggregate termed “Metavante Service
Level Obligations”). To the extent that Metavante fails to comply with the
Metavante Service Level Obligations, Virtusa shall have the right to submit a
Change Request in good faith and Virtusa shall be relieved of its applicable
service level obligations until such Change Request is agreed to by the parties
on mutually agreeable terms in writing. In connection with the applicable Work
Order, the parties will mutually agree on any additional obligations, if any,
of either party.


 


The parties will use all reasonable commercial efforts to resolve any
such Change Requests as soon as possible and agree on any impacts or
forgiveness or abeyance of any service level metrics or timelines and
expectations. If the parties are unable to agree on a resolution, the parties
agree to work continuously to resolve the issue and escalate the issues to the
respective program managers, Delivery Unit Heads and executive sponsors, if and
as needed. Additionally, Metavante shall use all reasonable commercial efforts
to cure any Metavante Non-Compliance to the extent reasonably possible. During
the time period in which a Change Request of Virtusa has been submitted but not
executed by Metavante, Virtusa shall continue to perform the Services at
existing rates until resolution. However, in no event shall Virtusa be deemed
to be in violation of the particular metric against which Virtusa is managing
nor shall Virtusa be obligated to perform any services [******] even if the
applicable tolerance level has been exceeded until such time as all outstanding
Change Requests have been finalized and executed in good faith by the parties
hereto.


 


With respect to [******], to the extent that any Change Request as
executed by the parties adds or reduces additional time or effort to any
existing Work Order, such additional time shall [******] for the purpose of
determining the [***] of hours or effort provided for the effort and the amount
of tolerance against which Virtusa is managing and is measured. In this
connection, Virtusa will accompany any re-estimate by Virtusa with a Change
Request, if applicable, to reflect any increased or decreased time as a result
of a Project Change.


 


12.  Virtusa will track, measure
and report the SLA metrics monthly by project, group or Work Order and the line
of business.


 


4

















 


PORTIONS
OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY
OF THE COMMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL TREATMENT UNDER
RULE 24B-2 OF THE SECURITIES EXCHANGE ACT; [***] DENOTES OMISSIONS.


 


13. [************************************************************************************************
************************************************************************************************]


 


14. [************************************************************************************************
*************************************************************]


 


15. [****************************************]


 


·        [************************************************************************]


·        [**************************************************************************]


·        [********************************************************************************************
*********************************************************************************************
*****************************************]


 


IN WITNESS WHEREOF, the parties have executed
the Amendment to the MSA by their duly authorized representatives as of the day
and year below.


 


	
  METAVANTE CORPORATION

  	
   

  	
  VIRTUSA CORPORATION

  
	
  “Metavante”

  	
   

  	
  “Virtusa”

  
	
   

  	
   

  	
   

  
	
  /s/ Dave Fortney

  	
   

  	
  /s/ Danford Smith

  
	
  Signature

  	
   

  	
  Signature

  
	
   

  	
   

  	
   

  
	
  Dave Fortney

  	
   

  	
  Danford Smith

  
	
  Name

  	
   

  	
  Name

  
	
   

  	
   

  	
   

  
	
  SVP & CTO

  	
   

  	
  COO

  
	
  Title

  	
   

  	
  Title

  
	
   

  	
   

  	
   

  
	
  28 March 2008

  	
   

  	
  4-13-08

  
	
  Date

  	
   

  	
  Date (“Effective
  Date”)

  



 


5

















 


PORTIONS
OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY
OF THE COMMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL TREATMENT UNDER
RULE 24B-2 OF THE SECURITIES EXCHANGE ACT; [***] DENOTES OMISSIONS.


 


Attachment A


Service Level Table


 


[***]


 


6














 


PORTIONS OF THIS EXHIBIT
WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE
COMMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL TREATMENT UNDER RULE
24B-2 OF THE SECURITIES EXCHANGE ACT; [***] DENOTES OMISSIONS.


 


AMENDMENT # 5 TO THE MASTER SERVICES AGREEMENT


 


WHEREAS,
Metavante Corporation, a Wisconsin corporation with its primary place of
business at 4900 West Brown Deer Road, Brown Deer WI  53223 (“Metavante”) and Virtusa Corporation,
a Delaware corporation with offices at 2000 West Park Drive, Westborough, MA
01581 (“Virtusa”) entered into a Master Services Agreement dated as of March 23,
2004, as amended  (the “MSA”);


 


WHEREAS,
the parties previously entered into the first Amendment to the MSA on March 31,
2006, Amendment #2 to the MSA on September 28, 2006 and Amendment #3 to
the MSA dated as of March 29, 2007 (“Amendment No. 3”);


 


WHEREAS,  the parties seek to amend the MSA to reflect
rates in effect under the MSA and related work orders for the period of April 1,
2008 to March 31, 2009, subject to the terms of the MSA;


 


NOW
THEREFORE, for valuable consideration, the sufficiency of which is hereby
acknowledged, the parties agree as follows:


 


1.               That the resource rates as
set forth in Exhibit A attached hereto [*******************************]
as set forth in Exhibit B attached hereto shall be in effect
beginning April 1, 2008, and shall apply to all services provided under
any Work Order entered into between Metavante, or an Affiliate of Metavante,
and Virtusa during the period from April 1, 2008 to March 31,
2009.  The Exhibits A and B attached
hereto replace in their entirety such exhibits in Amendment No. 3.


 


2.               Section 5 of Amendment No. 3
is hereby deleted for all purposes hereunder and of no further force or effect.


 


3.               Capitalized terms used
herein but not defined herein shall have the meanings set forth in the MSA.


 


4.               Except as otherwise stated
herein, all terms of the MSA remain in full force and effect, including without
limitation, Sections 3, 4, 6, 7, 8 and  9
of Amendment No. 3


 


IN
WITNESS WHEREOF, the parties have executed this Amendment to the MSA by their
duly authorized representatives as of the day and year below.


 


	
  METAVANTE CORPORATION

  	
  VIRTUSA CORPORATION

  
	
  “Metavante”

  	
  “Virtusa”

  
	
   

  	
   

  
	
  /s/
  David S. Fortney

  	
   

  	
  /s/
  Paul D. Tutun

  
	
  Signature

  	
   

  	
  Signature

  
	
  David
  S. Fortney

  	
   

  	
  Paul
  D. Tutun

  
	
  Name

  	
   

  	
  Name

  
	
  SVP &
  CTO

  	
   

  	
  VP &
  General Counsel

  
	
  Title

  	
   

  	
  Title

  
	
  June 20,
  2008

  	
   

  	
  6-30-08

  
	
  Date

  	
   

  	
  Date

  



 


1

















 


PORTIONS OF THIS EXHIBIT
WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE
COMMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL TREATMENT UNDER RULE
24B-2 OF THE SECURITIES EXCHANGE ACT; [***] DENOTES OMISSIONS.


 


EXHIBIT A


 


Virtusa
Resource Rates for Metavante and its Affiliates


 


[***]


 


2

















 


PORTIONS OF THIS EXHIBIT
WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE
COMMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL TREATMENT UNDER RULE
24B-2 OF THE SECURITIES EXCHANGE ACT; [***] DENOTES OMISSIONS.


 


EXHBIT B


 


[***]


 


3














 


PORTIONS OF THIS EXHIBIT
WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE
COMMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL TREATMENT UNDER RULE
24B-2 OF THE SECURITIES EXCHANGE ACT; [***] DENOTES OMISSIONS.


 


AMENDMENT # 6 TO THE MASTER SERVICES AGREEMENT


 


WHEREAS,
Metavante Corporation, a Wisconsin corporation with its primary place of
business at 4900 West Brown Deer Road, Brown Deer WI 53223 (“Metavante” or “Customer”)
and Virtusa Corporation, a Delaware corporation with offices at 2000 West Park
Drive, Westborough, MA 01581 (“Virtusa”) entered into a Master Services
Agreement dated as of March 23, 2004, as amended by the Prior Amendments (as
defined below) (the “Agreement”);


 


WHEREAS,
the parties previously entered into the first Amendment to the MSA on March 31,
2006, Amendment #2 to the MSA on September 28, 2006, Amendment #3 to the
MSA dated as of March 29, 2007 (“Amendment No. 3”), Amendment #4 to
the MSA dated as of April 13, 2008 (“Amendment No. 4”) and Amendment
#5 to the MSA dated as of June 27, 2008 (“Amendment No. 5”)
(collectively, the “Prior Amendments”)


 


WHEREAS,  the parties seek to amend the Agreement to reflect
the terms and conditions under the Agreement and related work orders for the
period of April 1, 2009 to December 31, 2009, subject to the terms of
the Agreement, as amended hereby;


 


NOW
THEREFORE, for valuable consideration, the sufficiency of which is hereby acknowledged,
the parties agree in this Amendment as follows:


 


1.               Capitalized terms used
herein but not defined herein shall have the meanings set forth in the MSA.


 


2.               Section 8.1 of the MSA
is hereby deleted and replaced in its entirety with the following:


 


“This
Agreement will become effective as of the Effective Date and will remain in
effect until December 31, 2009 or until all Services have been completed
or terminated as provided herein, whichever occurs later, unless otherwise
terminated under the provisions of the Agreement.  Metavante may terminate this Agreement or any
Work Order for any reason, [***] written notice to Virtusa, unless otherwise
stated in a Work Order with respect to such Work Order.


 


Virtusa
may terminate this Agreement for any reason [*************] prior written
notice to Metavante, provided that no active Work Order is in effect.  ”


 


3.               That the resource rates as
set forth in Exhibit A attached hereto [************************]
as set forth in Exhibit B attached hereto shall be in effect
beginning April 1, 2009, and shall apply to all services provided under
any Work Order entered into between Metavante, or an Affiliate of Metavante,
and Virtusa during the period from April 1, 2009 to December 31, 2009
(the “Renewal Period”). The Exhibits A and B attached hereto
replace in their entirety such exhibits in the Agreement as applied to the
Renewal Period.


 


4.               A new Section 10.12 to
the Agreement is hereby added as follows:


 


“Section 10.12       Privacy of Consumer Financial
Information. If and to the extent Virtusa receives, stores or accesses any “non-public
personal information” as defined in the Privacy of Consumer Financial
Information Rule (12 CFR Part 573) or Section 504 of the
Gramm-Leach-Bliley Act, Pub. L. 106-102 (“Privacy Regulations”), as such
regulations may be amended from time to time, or other materials that, in
Metavante’s reasonable 


 


1

















 


PORTIONS OF THIS EXHIBIT
WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE
COMMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL TREATMENT UNDER RULE
24B-2 OF THE SECURITIES EXCHANGE ACT; [***] DENOTES OMISSIONS.


 


determination, are the
subject of relevant privacy law, rule or regulation , then Virtusa agrees
to comply with the requirements of such applicable law(s), rule(s) and
regulation(s).  In addition to those
obligations set forth elsewhere in this Agreement, as to non-public personal
information received by Virtusa, Virtusa agrees to implement controls and
procedures designed to (1) ensure the security and confidentiality
thereof; (2) protect against any anticipated threats or hazards to the
security or integrity of such records; (3) detect unauthorized access to
or use of such records or information and (4) protect against unauthorized
access to or use of such records or information that would result in harm or
inconvenience to any customer of Metavante (the “Safeguarding Objectives”).  Virtusa represents and agrees that it has and
will maintain in place commercially reasonable precautions to safeguard the
confidentiality, security and integrity of Metavante Data in a manner designed
to meet the Safeguarding Objectives. 
These precautions shall include (A) contractual restrictions on
access to the information by vendors and contractors, (B) intrusion
detection systems on all information systems of Metavante maintained or
controlled by Virtusa, and (C) notification procedures for notifying
Metavante promptly in the event a security breach is detected or suspected, as
well as other response programs when there is a suspected or detected
unauthorized disclosure, access or attempted access of non-public personal
information.  These precautions shall
also include, as appropriate: (i) access controls to Metavante information
systems, including controls to identify and permit access only to authorized
individuals and controls to prevent access to Metavante Confidential
Information through fraudulent means; (ii) employee controls and training;
(iii) physical access restrictions at locations where Metavante
Confidential Information is located; (iv) encryption of electronic Metavante
Confidential Information when appropriate or legally required; and (v) a
disaster recovery plan as appropriate to protect against loss or damage to
Metavante Confidential Information due to potential hazards such as fire or
water damage or technological failures. 
Virtusa agrees that it will (i) monitor the foregoing measures with
periodic audits or testing and (ii) provide copies of the same sufficient
to assure to Metavante or its regulatory authorities that Virtusa is
implementing provisions of this Agreement.


 


a.                           Virtusa shall
notify Metavante immediately in the event there is any suspected or actual
unauthorized access, use, disclosure or alteration to Metavante Confidential
Information.


 


5.               Under Section 5.2(2) of
the Agreement (“Indemnity by Virtusa”), [***********] is hereby added after the
words “Article 3” in such clause in the Agreement.


 


6.               The first
sentence of Section 4.1 of the Agreement is hereby deleted in its entirety
and replaced with the following: “Virtusa shall send invoices to Metavante for
the fee(s) for Services set forth in the Work Order and any related
expenses monthly; provided that all such invoices shall contain a Purchase
Order number and refer to or be issued pursuant to a fully executed Work Order
between the parties.


 


7.     Section 2.4 of the Agreement is hereby
deleted.


 


8.     Section 6.2(11) is hereby deleted and
replaced with the following:


 


“Secure Coding.  Virtusa shall adhere to Metavante’s policy
and coding standards made known to Virtusa, and industry best practices in software
programming to prevent holes or other vulnerabilities in software code or
architecture that might otherwise be exploited by 


 


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PORTIONS OF THIS EXHIBIT
WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE
COMMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL TREATMENT UNDER RULE
24B-2 OF THE SECURITIES EXCHANGE ACT; [***] DENOTES OMISSIONS.


 


unauthorized third parties seeking to intrude, penetrate, or hack into
software programs developed hereunder.  Virtusa
shall not program or design into any software programs developed hereunder any
security keys, embedded code or other device which are specifically designed to
prevent Metavante from using any components of the software.”


 


9.     A new Section 6.2(12) is hereby added to the Agreement as
follows:


 


“6.2(12)  Virtusa will not include in any Deliverable,
which is provided to Metavante under this Agreement, any of its Pre-existing
Virtusa Property including without limitation software or intellectual property
owned by Virtusa , or third party shareware, or Open Source software, without
an authorized Metavante officer’s prior written consent”


 


10.         A new Section 1.13 is
hereby added to the Agreement as follows:


 


“1.13 Resource
Quality.  Virtusa
acknowledges that its resources (employees, agents, or contractors)
shall be subject to the continuing approval of Metavante. If at any time
Metavante, in its reasonable judgment and in good faith, determines that any of
the Virtusa resources are inadequate or unsatisfactory, Metavante shall so
advise Virtusa in writing (stating with [******] and, in addition, [******].  If Metavante still requests a Resource [******],
Virtusa shall [**************** ******] of such [***] take action to correct
the situation by removing the resource and, if requested by Metavante,
replacing, within a commercially reasonable of time, the resource with a
competent individual meeting the specific requirements of the assignment and
this Agreement. In addition, if Metavante seeks to terminate any resource for
failure to comply with Metavante rules, regulations, or policies (“For Cause”),
[****************************** *************************] shall take action to
correct the situation by removing the resource terminated For Cause.  Failure by Virtusa to remove a resource due
to a Resource Performance Termination [*********************] of written notice
and [***] between the parties, or failure to remove a resource For Cause within
[**************************] shall be a breach of this Agreement.  Upon a failure by Virtusa to remove such
resources by the foregoing timeframes, [***********************************************************
***** ***************************] This Section 1.13 shall not supersede
any requirement for notice of termination for convenience (and shall not
replace the notice of convenience provisions) with respect to any removal of
resources, nor shall this Section 1.13 replace provisions governing
termination of a Work Order for breach or the other termination provisions of
the Agreement (and resource removal terms) or of the applicable Work Orders.


 


3

















 


PORTIONS OF THIS EXHIBIT
WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE
COMMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL TREATMENT UNDER RULE
24B-2 OF THE SECURITIES EXCHANGE ACT; [***] DENOTES OMISSIONS.


 


11.         Except as otherwise stated herein, all terms of the Agreement
shall remain in full force and effect.


 


IN
WITNESS WHEREOF, the parties have executed this Amendment to the MSA by their
duly authorized representatives as of the day and year below.


 


	
  METAVANTE CORPORATION

  	
  VIRTUSA CORPORATION

  
	
  “Metavante”

  	
  “Virtusa”

  
	
   

  	
   

  
	
  /s/
  Brian Hurdis

  	
   

  	
  /s/
  Paul D. Tutun

  
	
  Signature

  	
   

  	
  Signature

  
	
   

  	
   

  	
   

  
	
  Brian
  Hurdis

  	
   

  	
  Paul
  D. Tutun

  
	
  Name

  	
   

  	
  Name

  
	
   

  	
   

  	
   

  
	
  SEVP/CIO

  	
   

  	
  VP & General
  Counsel

  
	
  Title

  	
   

  	
  Title

  
	
   

  	
   

  	
   

  
	
  5/22/09

  	
   

  	
  5/27/09

  
	
  Date

  	
   

  	
  Date

  



 


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PORTIONS OF THIS EXHIBIT
WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE
COMMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL TREATMENT UNDER RULE
24B-2 OF THE SECURITIES EXCHANGE ACT; [***] DENOTES OMISSIONS.


 


EXHIBIT A


 


[***]


 


5

















 


PORTIONS OF THIS EXHIBIT
WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE
COMMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL TREATMENT UNDER RULE
24B-2 OF THE SECURITIES EXCHANGE ACT; [***] DENOTES OMISSIONS.


 


EXHBIT B


 


[***]


 


6