Exhibit 10.6


 


Amendment JPMC No: CW236169


Master Agreement JPMC No: 707575


 


Amendment No. 236169

To

The Master Service Provider Agreement between

Virtusa Corporation

and JPMorgan Chase Bank, N.A.

dated as of December 6, 2004


 


JPMC
Agreement No. 70575


 


This
Amendment No. 236169 (“Amendment”) to the Master Service Provider
Agreement, dated as of December 6, 2004 and entered into by JPMorgan Chase Bank
and Virtusa Corporation, (the “Agreement”) is made and entered into as of March
1, 2008 (“Amendment Effective Date”) by JPMorgan
Chase Bank, National Association, as successor in interest to
JPMorgan Chase Bank, (“JPMC”), with an office located at 270 Park Avenue, New
York, New York 10017-2070, and Virtusa Corporation (“US Supplier”) with offices
located at 2000 West Park Drive, Westborough, MA 01581 and Virtusa Corporation
(“Offshore Supplier”, together with “US Supplier”, collectively “Supplier”) with
offices located at Virtusa (India) Pvt. Ltd., 3 rd Floor, White House, Begumpet,
Kundanbagh, Hyderbad India 500016.


 


WHEREAS, JPMC and Supplier have
entered into the Agreement, and


 


WHEREAS, JPMC and Supplier have
previously amended the Agreement as follows: Amendment 70575-A1 with an
Effective Date of March 30, 2005 and 70575-A2, with an Effective Date of May 12,
2005. The Agreement as amended by the Prior Amendments is referred to as (the “Agreement”),
and


 


WHEREAS, section 2.4 of the Agreement
entitled “Country Specific Legal and Regulatory Requirements” provides in sub
section (b) that, “Upon JPMC’s written request, Supplier agrees to include
such provisions in Master Agreement Exhibit H European Union Privacy
Addendum of the Agreement (and vary the Agreement accordingly), or in a
separate agreement between JPMC and Supplier; provided, however that to the
extent such provisions require a change in the Services, the change order
procedures set forth in section 2.6 (Change Orders) shall apply to such change
in the Services.”, and


 


WHEREAS, JPMC and Supplier agree that
the following Asia Pacific Privacy Clauses are such country specific legal and
regulatory requirements, and


 


WHEREAS, JPMC and Supplier now wish
to further amend the Agreement as set forth herein.


 


NOW, THEREFORE, in consideration of the
foregoing premises and the promises, terms and conditions set forth below and
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto, intending to be legally bound, agree
as follows.


 


1.     Capitalized terms used in
this Amendment and not otherwise defined herein shall have the meanings set
forth in the Agreement


 


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ASIA PACIFIC PRIVACY CLAUSES


 


A.            OPERATIVE PROVISIONS


 


1.           Definitions


 


“JPMC”
shall mean JPMorgan Chase Bank, National Association.


 


“Personal
Information” shall mean information or an opinion (including information or an
opinion forming part of a data base), whether true or not, and whether recorded
in a material form or not, about an individual whose identity is apparent, or
can reasonably be ascertained, from the information or opinion.


 


“Privacy
Act” shall mean the following: (1) the National Privacy Principles set out
in Schedule 3 of the Privacy Act of 1988 of Australia; (2) the Personal
Data (Privacy) Ordinance of 1996 of Hong Kong; (3) the Personal
Information Protection Act (Kojin Joho no Hogo ni Kansuru Houritsu, Law No. 57
of 2003) of Japan; and (4) the Computer-Processed Personal Data Protection
Law (Amended 1995 . 08 . 11) of Taiwan; and (5) the Privacy Act 1993 of
New Zealand, each legislation as amended from time to time; and (6) any
future Privacy act promulgated by a jurisdiction in which JPMC has customer’s
whose information will be accessed by the Service Provider. Parties acknowledge
that the Computer-Processed Personal Data Protection Law (Amended 1995.08.11) of
Taiwan is currently being revised by the relevant governmental authority and
such revisions, once adopted as part of the Privacy Laws of Taiwan, shall be
encompassed within the compliance obligations as defined above.


 


“Regulated
Information” shall mean Personal Information which the Service Provider
accesses and/or collects from JPMC (whether directly or incidentally) in
connection with, or in performance of, (1) prior Amendments and (2) the
Agreement.


 


“Service
Provider” shall mean Supplier and/or one or more of its Affiliates.


 


2.           Rules for
Interpreting this Amendment


 


(a)             A reference to:


 


(i)            legislation (including
subordinate legislation) is to that legislation as amended, re-enacted or
replaced, and includes any subordinate legislation issued under it.


 


(ii)           a party to this Amendment or
to any other document or agreement includes a permitted substitute or a
permitted assign or that party; and


 


(iii)          a person includes any type
of entity or body of persons, whether or not it is incorporated or has a
separate legal identity, and any extractor, administrator or successor in law
of the person


 


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3.             Multiple Parts


 


If
a party to this Amendment is made up of more than one person, or a term is used
in this Amendment to refer to more than one party;


 


(a)           an obligation of those
persons is joint and several;


 


(b)           a right of
those persons is held by each of them severally; and


 


(c)           any reference to that party
or that term is a reference to each of those persons separately, so that (for
example) a representation, warranty or undertaking is given by each of them
separately.


 


B.              PRIVACY


 


1.             Compliance with the Privacy
Act


 


(a)           The Service Provider will at
all times comply with the Privacy Act and agrees to do so even if the Service
Provider is exempt from the application of the Privacy Act as a “small business
operator” within the meaning of that term under the Privacy Act.


 


(b)           The Service Provider agrees
to undertake such training and to implement such procedures as may be
reasonably required by JPMC in respect of the Privacy Act.


 


2.             Confidentiality of JPMC’s
Customer Information


 


(a)           The Service Provider agrees
to treat Regulated Information as confidential to JPMC and belonging to JPMC. The
Service Provider agrees that it owes an obligation of confidence to JPMC in
relation to Regulated Information.


 


(b)           The Service Provider will
not disclose Regulated Information to any third party except for the purposes
of the agreement, or as required by law.


 


(c)           Service Provider will keep
Regulated Information secure against theft, loss, damage and unauthorized
access, use and disclosure. If the Service Provider becomes aware of any such
event, the Service Provider agrees to notify JPMC immediately in writing of
that event.


 


(d)           The Service Provider agrees,
immediately upon termination of this Amendment, or upon the earlier request of
JPMC, at JPMC’s option, to return, destroy or de-identify the Regulated
Information. If Service Provider elects to destroy the Regulated Information, then
Service Provider shall evidence proof of the destruction of such Regulated
Information to JPMC in the form of a Certificate of Destruction within 10 days
of the date of the destruction of such Regulated Information.


 


3.             Indemnity


 


(a)           The Service Provider
unconditionally indemnifies JPMC against any loss, liability or expense that
JPMC may suffer, directly or indirectly, because the Service Provider breaches
any of its obligations under this clause B (Privacy).


 


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(b)           The Service Provider
acknowledges that any breach or threatened breach of this clause B by the
Service Provider may cause JPMC immediate and irreparable harm for which
damages alone may not be an adequate remedy. The Service Provider agrees that
JPMC may commence proceedings to restrain any breach or threatened breach of
the terms of this clause B.


 


4.             Survival


 


Clause
B(2) (Confidentiality of JPMC’s Customer Information) and B(3) (Indemnity)
shall continue to have effect after the termination or the
expiration of this Amendment.


 


C.            GENERAL


 


1.             Governing Law


 


(a)           This Amendment and any
action arising hereunder shall be governed by the laws of the State of New
York.


 


(b)           Each party submits to the
non-exclusive jurisdiction of the courts exercising jurisdiction in the State
of New York, and any court that may hear appeals from any of those courts, for
any proceedings in connection with this Amendment, and waives any right it
might have to claim that those courts are an inconvenient forum.


 


2.             Giving Effect to this
Amendment


 


Each
party must do anything (including execute any document), and must ensure that
its employees and agents do anything (including execute any document), that
another party may reasonably require to give full effect to this Amendment.


 


3.             Counterparts


 


This Amendment may be executed by one or more of the parties to this
Amendment on any number of separate counterparts and all of said counterparts
taken together shall be deemed to constitute one and the same instrument.


 


4.             Attorneys


 


Each person who executes this Amendment on behalf of a party under a
power of attorney declares that he or she is not aware of any fact or
circumstance that might affect his or her authority to do so under that power of
attorney.


 


2.             Except as expressly amended
herein, the Agreement shall remain in full force and effect.


 


3.             Terms not defined herein
shall be as defined in the Agreement.


 


4.             By executing this Amendment,
the parties hereto ratify and confirm the terms of the Agreement, as modified
by the terms of this Amendment.


 


5.             If there shall be any
conflict in the terms and conditions of the Agreement and the terms and
conditions of this Amendment, the terms and conditions of this Amendment shall control
and be binding.


 


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6.             All references
in the Agreement in and/or to this “this Amendment” and words of a like nature
shall be deemed to refer to the Agreement, as amended and supplemented by this
Amendment.


 


 


IN WITNESS WHEREOF,  JPMC and Supplier have
caused duly authorized representatives of their respective companies to execute
this Amendment as of the Amendment Effective Date.


 


 


	
  JPMORGAN
  CHASE BANK, 

  	
  VIRTUSA
  CORPORATION

  
	
  NATIONAL
  ASSOCIATION

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ Daniel Cochran

  	
   

  	
  By:

  	
  /s/ Dan Smith

  
	
   

  	
   

  
	
  Printed
  Name:

  	
  Daniel Cochran

  	
   

  	
  Printed
  Name:

  	
  Dan Smith

  
	
   

  	
   

  
	
  Title:

  	
  Vice
  President

  	
   

  	
  Title:

  	
  COO

  
	
   

  	
   

  
	
  Date:

  	
  2/14/08

  	
   

  	
  Date:

  	
  2/11/08

  
							



 


	
   

  	
  LEGAL

  
	
   

  	
   

  	
   

  
	
   

  	
  MRS

  
	
   

  	
  INITIALS

  
	
   

  	
   

  	
   

  
	
   

  	
  02/06/08

  
	
   

  	
  DATE

  



 


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