EX-4.(A)(2)





 Exhibit 4.a.2 

Agreement No. 53258.A.007 
 CERTAIN IDENTIFIED
INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL 

Amendment 7 
 To 

Agreement No. 53258.C 
 between

 AT&T Services, Inc. 
 and

 Amdocs Development Limited 

  
 Proprietary and
Confidential 
 This Amendment is not for use or disclosure outside of AT&T, its Affiliates, and its and their third-party
representatives, and Supplier except under written agreement by the contracting Parties. 
  

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 Agreement No. 53258.A.007 

 

 CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL
AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL 
 AMENDMENT NO.7 

TO 
 AGREEMENT NO.
53258.C 
 This Amendment No. 7, effective as of the last date signed by a Party (“Effective Date”) and amending Restated and Amended
Master Services and Software License Agreement Number 53258.C, is by and between Amdocs Development Limited, a Cyprus corporation (hereinafter referred to as “Supplier” or “Amdocs”), and AT&T Services, Inc., a Delaware
corporation (hereinafter referred to as “AT&T”), each of which may be referred to in the singular as a “Party” or in the plural as the “Parties.” 

WITNESSETH 
 WHEREAS, Supplier and
AT&T are parties to the Master Services Agreement No.53258.C entered into on/with the effective date of on February 28, 2017 (as previously restated and amended, the “Agreement”); and 

WHEREAS, Supplier and AT&T now desire to amend the Agreement as hereinafter set forth. 

NOW, THEREFORE, in consideration of the premises and the covenants hereinafter contained, the Parties hereto agree as follows: 

 

	1.	 The following subsections c, d, and e are hereby added to Section 3.1 of the Agreement:



  

	 	c.	 In the event that an AT&T Affiliate (1) ceases to be an “Affiliate” of AT&T as defined
in the Agreement (a “Divested Entity”), by reason of a sale, merger, spin-off, consolidation, reorganization, or otherwise, or (2) AT&T sells or transfers all or substantially all of
its assets in a bona fide arm’s-length transaction to a third party purchaser that is not a competitor of Supplier (each of (1) or (2), a “Divestiture”), then upon written notice to
Supplier, such Divested Entity (in the case of clause (1) above) will be considered to be an “Affiliate” of AT&T for all purposes of this Agreement for a period of up to [***] after the closing date of the Divestiture
(“Separation Period”). In such case, during the Separation Period, (a) the Divested Entity will continue to receive Services under the terms of all applicable Orders (including the rates) entered into by such Divested Entity
with no additional fees, (b) the Divested Entity will be able to enter into additional Orders under the Agreement during the Separation Period as may be agreed to with Supplier, and/or (c) the Divested Entity or third party




  
 Proprietary and
Confidential 
 This Amendment is not for use or disclosure outside of AT&T, its Affiliates, and its and their third-party
representatives, and Supplier except under written agreement by the contracting Parties. 
  

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 Agreement No. 53258.A.007 

 


	 	
purchaser (in the case of clause (2) above), as applicable, shall be eligible to continue to receive Services as an Affiliate of AT&T under Orders signed by AT&T or any other
Affiliate of AT&T to the extent Affiliates are so eligible under such Orders, as applicable, provided that in the case of a third party purchaser, such third party purchaser agrees in writing to Amdocs to be bound by the terms of such Orders and
applicable terms of the Agreement. 

 Neither the Divested Entity nor the third party purchaser, as applicable, will be liable
or responsible for any acts, omissions, or breaches of the Agreement and/or any Orders or SOWs by AT&T or any other AT&T Affiliate. All payments by or on behalf of the Divested Entity for any Services during the Separation Period (the
“Separation Period Services”) will contribute to any spend (or volume) commitments hereunder. 
 In the event the Divested Entity
desires to use such Services beyond the end of the Separation Period, the Divested Entity and Supplier will enter into a new agreement upon terms to be agreed at such time between the Divested Entity and Supplier. 

Notwithstanding the foregoing, in the event that the provision by Supplier of the Separation Period Services reasonably requires a material
change of scope or timelines or imposes material additional resource or cost obligations upon Supplier as a result of the divestiture, including, without limitation, the potential requirement to supply such Services to two separate entities,
Supplier may request appropriate modifications (including with respect to fees charged) to be reflected in the affected Order (an “Order Modification”). In the event that Supplier and the Divested Entity (or third party purchaser, in the
case of clause (2) above) are unable to agree to such appropriate modifications, Supplier shall be entitled, as applicable, to terminate the affected Order immediately upon notice to the Divested Entity (or third party purchaser) or to refuse
to enter into an applicable Order. 
  

	 	d.	 At the end of, or at any time during, the Separation Period, the Divested Entity or any new entity created by
the divestiture (as applicable, “NewCo”) and Supplier may enter into a separate stand-alone agreement for Material, Software, or Services upon terms to be agreed at such time between NewCo and Supplier. In the event that Supplier and NewCo
enter into an agreement in accordance with this Section 3.1.d, NewCo shall continue to receive the Material, Software, or Services set forth in any current Order during the Separation Period, subject to the Order Modification terms in
Section 3.1.c. above as if applied to NewCo, and may enter into future Orders under the terms of the new agreement. 



  
 Proprietary and
Confidential 
 This Amendment is not for use or disclosure outside of AT&T, its Affiliates, and its and their third-party
representatives, and Supplier except under written agreement by the contracting Parties. 
  

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 Agreement No. 53258.A.007 

 


	 	e.	 Divested Entity No Solicitation. The following terms shall only apply between Supplier and a Divested
Entity: 


  

	 	i.	 Except as set forth in subsection ii below, Supplier will not solicit for employment, directly or indirectly,
or employ any employees of the Divested Entity involved in working with Supplier’s employees in their performance of Supplier’s obligations under this Agreement without the prior approval of the Divested Entity. Except as set forth in
subsection ii below, the Divested Entity will not solicit for employment, directly or indirectly, or employ any employee of Supplier involved in the performance of Supplier’s obligations under this Agreement without the prior consent of
Supplier. In each case, the prohibition on solicitation and hiring shall extend for a period of [***] after the termination of the employee’s employment or, as applicable, the cessation of his or her involvement in working with the other
Party’s employees in their performance under this Agreement or in the performance of Services under an Order. This provision shall not operate or be construed to prevent or limit any employee’s right to practice his or her profession or to
utilize his or her skills for another employer or to restrict any employee’s freedom of movement or association. 


  

	 	ii.	 Neither the use of employment agencies nor the publication of “help wanted” types of solicitations
and advertisements in newspapers, periodicals, Internet or Intranet bulletin boards, or other publications of general availability or circulation, nor the consideration and hiring of persons submitted by such employment agencies or responding to
such solicitations and advertisements shall be deemed a breach of this Section, unless the advertisement and solicitation is undertaken as a means to circumvent or conceal a violation of this provision. 



Original signatures transmitted and received via facsimile or other electronic transmission of a scanned document, (e.g., .pdf or similar format) are true and
valid signatures for all purposes hereunder and shall bind the Parties to the same extent as that of an original signature. This Amendment may be executed in multiple counterparts, each of which shall be deemed to constitute an original but all of
which together shall constitute only one document. 
 IN WITNESS WHEREOF, the Parties have caused this Amendment to Agreement No. 53258.C to be
executed, as of the date the last Party signs. 
  

					
	Amdocs Development Limited	 	        	 	AT&T Services, Inc.
			
	By: /s/ Jessica A.
Rose                                        
	 		 	By: /s/ Steve
Wehde                                        

			
	Name: Jessica A. Rose	 		 	Name: Steve Wehde
			
	Title: Signatory	 		 	Title: Lead Sourcing Manager
			
	Date: 04/26/2022	 		 	Date: April 22, 2022


  
 Proprietary and
Confidential 
 This Amendment is not for use or disclosure outside of AT&T, its Affiliates, and its and their third-party
representatives, and Supplier except under written agreement by the contracting Parties. 
  

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