Exhibit 10.7


 


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 OF 1934 (“SECURITIES EXCHANGE ACT”);
[***] DENOTES OMISSIONS.


Contract
ID No. CW279539


 


Amendment #3


To Master Service Provider
Agreement


(Contract ID No. JPMC 70575)


 


This Amendment (“Amendment”)
to the Master Service Provider Agreement, dated December 6, 2004, as
amended (the “Agreement”) is made and entered into as of the 1st day of January,
2009  (“Amendment Effective Date”) among JPMorgan
Chase Bank, National Association (“JPMC”), with an office located at 270 Park
Avenue, New York, New York, 10017 and Virtusa Corporation located at 2000 West
park Drive, Westborough, MA 01581 (“US Supplier”) and Virtusa India Pvt. Ltd.,
3rd Floor, My Home Tycoon, Begumpet, Hyderabad 500-016, India (“Offshore
Supplier”).


 


WHEREAS, JPMC
and Supplier have entered into the Agreement, as amended, 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.             To amend the Exhibit G to the Agreement as follows


 


(a)          The Title of Exhibit G is hereby amended and restated to be “Pricing
and Rate Card”


 


(b) The pricing below, including the associated
terms (collectively, the “Rate Card), is effective January 1, 2009 for all
new and existing time and material engagements between the parties hereto.  JPMC reserves the right to review and adjust
said Rate Card periodically (the frequency and results of such a review will be
based upon supply, demand and/or other internal/external economic forces, but
in no such case shall such review be less than annually.


 


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.


Contract
ID No. CW279539


 


[***]


 


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.


Contract
ID No. CW279539


 


2.             Except
as expressly amended herein, the Agreement remains 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.             This Amendment may be executed in one or more
counterparts, each of which shall for all purposes be deemed to be an original and all of which shall
constitute the same instrument.


 


6.             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.


 


7.             All references in the Agreement in and/or to “this
Agreement” 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/ Shashank Modak

  	
   

  	
  By:

  	
  /s/ Ranjan Kalia

  
	
   

  	
   

  	
   

  
	
  Printed Name:

  	
  Shashank Modak

  	
   

  	
  Printed Name:

  	
  Ranjan Kalia

  
	
   

  	
   

  	
   

  
	
   

  	
  Managing Director

  	
   

  	
   

  
	
  Title:

  	
  Sourcing and Procurement Svcs

  	
   

  	
  Title: CFO

  	
   

  
	
   

  	
   

  	
   

  
	
  Date:

  	
  April 14, 2009

  	
   

  	
  Date:

  	
  5/21/09

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  VIRTUSA INDIA PVT. LTD.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Keith Modder

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Printed
  Name:

  	
  K. Modder

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
  President - Asia Ops.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Date:

  	
  25 May 2009

  
														



 


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